<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to_________
Commission file number 1-3672
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
________________________________________________
(Exact name of registrant as specified in its charter)
Illinois 37-0211380
-------------- -------------------
(State of (IRS Employer
Incorporation) Identification No.)
607 EAST ADAMS STREET
SPRINGFIELD, ILLINOIS 62739
--------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (217) 523-3600
_________________________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
_____ _____
At April 30, 1994, the number of shares of the registrant's common stock
outstanding was 25,452,373.<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
CONTENTS
I. Financial Information Page
Item 1. Financial Statements.............................. 4-9
Statements of Income for the three
months ended March 31, 1994 and
1993.............................................. 4-5
Balance Sheets as of March 31,
1994 and December 31, 1993........................ 6-7
Statements of Cash Flows for the three
months ended March 31, 1994 and 1993.............. 8-9
Condensed Notes to Financial Statements........... 10-13
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations........................................ 14-16
II. Other Information
Item 4. Submission of Matters to a Vote of Security
Holders........................................... 17
Item 5. Other Information................................. 18
Item 6. Exhibits and Reports on Form 8-K.................. 18
Signature..................................................... 19
Exhibit Index................................................. 20
Exhibit 3(a) -- Articles of Amendment to
the Articles of Incorporation
of CIPS as adopted on April 27, 1994.......... 21-29
Exhibit 3(b) -- Restated Articles of Incorporation
of CIPS as adopted on April 27, 1994.......... 30-67
Exhibit 3(c) -- Bylaws of CIPS as adopted on
February 1, 1994.............................. 68-79
____________________________________________________________________________
The unaudited interim financial statements included herein have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes the
disclosures are adequate to make the information presented not misleading.
2<PAGE>
These financial statements should be read in conjunction with the financial
statements and the notes thereto included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1993.
In the opinion of the Company, the interim financial statements filed as
part of this Form 10-Q reflect all adjustments necessary to present fairly
the results for the respective periods.
Due to the effect of weather and other factors which are characteristic of
utility operations, financial results for the periods ended March 31, 1994
and 1993 are not necessarily indicative of trends for any twelve-month
period.
This financial and other information is not given in connection with any
sale or offer to buy any security.
3<PAGE>
Part I.
Item 1. Financial Statements.
FINANCIAL INFORMATION
Central Illinois Public Service Company
Statements of Income
For the Periods Ended March 31, 1994 and 1993
(in thousands)
(unaudited)
Three Months Ended
March 31,
_____________________
1994 1993
_________ _________
Operating Revenues:
Electric.......................... $159,341 $145,461
Gas............................... 64,095 64,087
________ ________
Total operating revenues...... 223,436 209,548
________ ________
Operating Expenses:
Fuel for electric generation..... 53,679 45,054
Purchased power.................. 9,949 6,989
Gas purchased.................... 42,602 43,918
Other operation.................. 37,482 32,360
Maintenance...................... 14,593 11,923
Depreciation and amortization.... 20,307 19,413
Taxes other than income taxes.... 16,216 15,583
Income taxes:
Current........................ 8,410 8,923
Deferred, net.................. 375 1,501
Deferred investment tax
credits, net................... (842) (842)
________ ________
Total operating expenses..... 202,771 184,822
________ ________
Operating Income................... 20,665 24,726
________ ________
4<PAGE>
Other Income and Deductions:
Allowance for equity funds used
during construction.............. 16 331
Nonoperating income taxes........ (314) (121)
Miscellaneous, net............... 1,332 832
________ ________
Total other income and
deductions................... 1,034 1,042
________ ________
Income Before Interest Charges..... 21,699 25,768
________ ________
Interest Charges:
Long-term debt................... 8,351 8,905
Other interest charges........... (17) 316
Allowance for borrowed funds used
during construction.............. (7) (181)
________ ________
Total interest charges....... 8,327 9,040
________ ________
Net Income......................... 13,372 16,728
Preferred Dividends................ 828 954
________ ________
Earnings for Common Stock.......... $ 12,544 $ 15,774
======== ========
The accompanying condensed notes to financial statements are an integral
part of these statements.
5 <PAGE>
Central Illinois Public Service Company
Balance Sheets
March 31, 1994 and December 31, 1993
(in thousands)
March 31, December 31,
1994 1993
___________ ____________
(unaudited)
ASSETS
Utility Plant, at original cost:
Electric............................. $2,188,477 $2,172,259
Gas.................................. 209,773 208,208
__________ __________
2,398,250 2,380,467
Less-Accumulated depreciation........ 1,036,570 1,020,097
__________ __________
1,361,680 1,360,370
Construction work in progress........ 52,301 61,104
__________ __________
1,413,981 1,421,474
__________ __________
Current Assets:
Cash................................. 555 4,038
Temporary investments, at cost which
approximates market.................. 32,605 2,734
Accounts receivable, net............. 71,855 61,591
Accrued unbilled revenues............ 27,053 38,774
Materials and supplies, at average
cost................................. 42,282 40,824
Fuel for electric generation, at
average cost......................... 21,488 26,046
Gas stored underground, at average
cost................................. 6,328 14,335
Prepayments.......................... 9,874 9,847
__________ __________
212,040 198,189
__________ __________
Other Assets........................... 45,158 48,799
__________ __________
$1,671,179 $1,668,462
========== ==========
6<PAGE>
CAPITALIZATION AND LIABILITIES
Capitalization:
Common shareholder's equity.......... $ 560,492 $ 565,023
Preferred stock...................... 80,000 80,000
Long-term debt....................... 474,393 474,323
__________ __________
1,114,885 1,119,346
__________ __________
Current Liabilities:
Long-term debt due within one year... 20,000 20,000
Accounts payable..................... 50,179 55,931
Accrued wages........................ 12,425 12,720
Accrued taxes........................ 20,624 13,391
Accrued interest..................... 8,810 9,204
Other................................ 40,503 34,895
__________ __________
152,541 146,141
__________ __________
Deferred Credits:
Accumulated deferred income taxes.... 276,425 274,425
Investment tax credits............... 58,120 58,962
Regulatory liabilities, net.......... 69,208 69,588
__________ __________
403,753 402,975
__________ __________
$1,671,179 $1,668,462
========== ==========
The accompanying condensed notes to financial statements are an
integral part of these statements.
7<PAGE>
Central Illinois Public Service Company
Statements of Cash Flows
For the Periods Ended March 31, 1994 and 1993
(in thousands)
(unaudited)
Three Months Ended
March 31,
_____________________
1994 1993
__________ __________
Operating Activities:
Net income.............................. $ 13,372 $ 16,728
Adjustments to reconcile net income
to net cash provided:
Depreciation and amortization......... 20,307 19,413
Allowance for equity funds used during
construction (AFUDC).................. (16) (331)
Deferred income taxes, net............ 1,806 1,926
Investment tax credit amortization.... (842) (842)
Cash flows impacted by changes in assets
and liabilities:
Accounts receivable, net and accrued
unbilled revenues..................... 1,457 (10,777)
Fuel for electric generation.......... 4,558 10,084
Other inventories..................... 6,549 6,140
Prepayments........................... (27) 2,934
Other assets.......................... 3,641 2,771
Accounts payable and other............ (144) (5,443)
Accrued wages, taxes and interest..... 6,544 9,775
Other................................... (330) 1,073
_________ _________
Net cash provided by operating
activities............................ 56,875 53,451
_________ _________
Investing Activities:
Construction expenditures, excluding
AFUDC................................... (12,677) (16,689)
Allowance for borrowed funds used during
construction............................ (7) (181)
Change in temporary investments......... (29,871) (724)
_________ _________
Net cash used in investing activities. (42,555) (17,594)
_________ _________
8<PAGE>
Financing Activities:
Repurchase of common stock.............. - (16,500)
Proceeds from issuance of long-term debt - 35,000
Repayment of long-term debt............. - (35,000)
Repayment of short-term borrowings...... - (16,793)
Dividends paid:
Preferred stock....................... (828) (954)
Common stock.......................... (17,000) -
Issuance expense, discount and premium.. 25 (1,458)
_________ _________
Net cash used in financing activities. (17,803) (35,705)
_________ _________
Net increase (decrease) in cash......... (3,483) 152
Cash at beginning of period............. 4,038 480
_________ _________
Cash at end of period................... $ 555 $ 632
========= =========
Supplemental Disclosures of Cash Flow
Information:
Cash paid during the period for:
Interest, net of amounts capitalized.. $ 8,195 $ 5,091
Income taxes.......................... 4,050 3,136
The accompanying condensed notes to financial statements are an
integral part of these statements.
9<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
CONDENSED NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1994
(unaudited)
COMMITMENTS AND CONTINGENCIES.
ENVIRONMENTAL REMEDIATION COSTS - CIPS (Central Illinois Public
Service Company) and certain of its predecessors and other
affiliates operated facilities in the past for manufacturing gas
from coal. In connection with manufacturing gas, various by-
products were produced, some of which remain on sites where the
facilities were located. CIPS has identified 13 of these former
manufactured gas plant sites (environmental remediation sites)
which contain potentially harmful materials. Under directives
from the Illinois Environmental Protection Agency (IEPA), CIPS
has incurred costs and associated legal expenses related to the
investigation and remediation of the sites.
One site was added to the United States Environmental Protection
Agency (USEPA) Superfund list on August 30, 1990. On September
30, 1992 the IEPA, in consultation with the USEPA, decided that
the long-term remedial plan for this site should consist of a
ground water pump-and-treat program. The IEPA and CIPS entered
into an agreement, which received approval by the court on March
14, 1994, for CIPS to carry out the remedial action with the IEPA
providing oversight. It is not known at this time what specific
remedial action will be required at the other 12 sites.
In 1987, CIPS filed a lawsuit against a number of insurance
carriers seeking full indemnification for all costs in connection
with certain environmental sites. CIPS has now settled the
lawsuit with most of the insurance carriers.
The estimated incurred costs related to studies and remediation
at these 13 sites and associated legal expenses are being accrued
and deferred rather than expensed currently, pending recovery
through rates, from insurance carriers or from other parties.
The total amount deferred represents costs incurred and estimates
for costs of completing studies at various sites and an estimate
of remediation costs at the Superfund site. At March 31, 1994
the amounts recovered have exceeded the aggregate amount
deferred.
In 1992, the Illinois Commerce Commission (the "Illinois
commission") issued an Order (the "Generic Order") in its
consolidated generic proceeding initiated on March 6, 1991,
regarding appropriate ratemaking treatment of cleanup costs
incurred by Illinois utilities with respect to environmental
remediation sites. The Generic Order indicates that allowed
cleanup costs may include prudently incurred costs of
investigation, assessment and cleanup of environmental
remediation sites, as well as litigation costs including those
involved in insurance recovery claims. The Generic Order
10<PAGE>
authorizes utilities, including CIPS, to propose a mechanism to
recover cleanup costs which is consistent with the provisions of
the order. Such a mechanism must, among other things, provide
for (1) recovery of cleanup costs over a five-year period,
excluding carrying costs associated with the unrecovered balance
of cleanup costs from the time that the recovery mechanism
becomes effective; (2) a return to ratepayers over a five-year
amortization period of any reimbursement of cleanup costs
received from insurance carriers or other parties; and (3) a
prudence review of each utility's expenditures. The Generic Order
was upheld on appeal by the Third District Illinois Appellate
Court. That decision held that a rate rider mechanism is an
appropriate means for utilities to recover cleanup costs. The
case has been appealed to the Illinois Supreme Court by an
intervenor that maintains that no recovery of cleanup costs
should be allowed and that, if allowed, a rate rider mechanism is
not the proper means of providing recovery. CIPS cannot predict
what action the Illinois Supreme Court will take in this matter.
On March 26, 1993 the Illinois commission approved CIPS' proposed
environmental cost-recovery rate riders, effective with April
1993 billings to customers. Known as the electric environmental
adjustment clause and the gas environmental adjustment clause,
the riders are designed to enable CIPS to recover from its
customers costs associated with cleanup of the environmental
remediation sites, along with associated legal expenses, over a
five year period on terms consistent with the Generic Order. The
environmental adjustment clause riders provide for an annual
review of amounts recovered through the riders. Amounts found to
have been incorrectly included would be subject to refund.
Through December 31, 1993, CIPS had collected $2.6 million from
its customers pursuant to the riders. Pursuant to monthly
filings made by CIPS under the riders, no additional amounts have
been collected from customers under the riders since January
1994. On April 6, 1994, the Illinois commission initiated a
reconciliation proceeding to review CIPS environmental
remediation activities and determine whether the level of
revenues collected by the riders is consistent with the amount of
remediation costs prudently incurred.
Total cost to be incurred for the cleanup of these sites or the
possible recovery from insurance carriers and other parties
cannot be estimated. Management believes that any costs incurred
in connection with the sites that are not recovered from
insurance carriers or other parties will be recovered through
utility rates. Accordingly, management believes that costs
incurred in connection with these sites will not have a material
adverse effect on the financial position or results of operations
of CIPS.
FERC ORDER 636 - During 1992, the Federal Energy Regulatory
Commission ("FERC") issued a series of orders that require
substantial restructuring of the service obligations of
interstate pipeline suppliers. These orders (together called
Order 636) required mandatory unbundling of existing pipeline gas
sales services. Mandatory unbundling requires pipelines to sell
separately the various components previously included with gas
sales services (i.e., storage, transport, capacity sales, etc.).
11<PAGE>
Order 636 provides a mechanism for pipelines to recover four
categories of transition costs associated with restructuring
their gas sales services.
Based on currently available information contained in the various
interstate pipeline Order 636 compliance filings, CIPS estimates
that the total amount of transition costs to be incurred by CIPS
is approximately $10 million of which $3 million has been paid.
At March 31, 1994, CIPS has recorded a liability and a related
deferred gas cost for that portion of the transition costs that
will be billed to CIPS regardless of future pipeline services.
The Illinois commission issued an order in March 1994 permitting
retail gas distribution companies, including CIPS, full recovery
through rates of Order 636 transition costs. On May 4, 1994, the
Illinois commission granted rehearing of the order. CIPS
believes that the rehearing will be limited to a determination of
the proper allocation of transition costs among customer classes.
CIPS cannot predict whether the Illinois commission's final order
in this matter will be appealed.
CLEAN AIR ACT - CIPS' compliance strategy to meet the sulfur
dioxide emission reduction requirements of the Clean Air Act
Amendments of 1990 (Amendments) includes complying with Phase I
of the Amendments by switching to a lower sulfur coal at some of
its units. Phase II compliance will be accomplished by
additional fuel switching at various units and by increased
scrubbing with its existing scrubber at Newton Unit 1. Phase I
and Phase II emission provisions of the Amendments become
effective in 1995 and 2000, respectively.
CIPS estimates that total capital costs, primarily for
modifications to boilers, precipitators, coal handling
facilities, and continuous monitoring equipment for
implementation of this compliance strategy, will be less than $50
million in total including amounts spent to date. Operating
costs are not expected to change materially. Compliance costs
could result in electric base rate increases of approximately one
to two percent by the year 2000.
In 1991, in accordance with the plan to switch some units to
lower sulfur coal, CIPS signed a long-term coal contract with an
existing supplier for lower sulfur Illinois coal. Due to the
magnitude of the supplier's capital investment, the contract
includes a graduated termination charge. In 1994, CIPS can
terminate the contract under certain conditions, and CIPS would
be required to pay up to $41 million (plus an inflation
adjustment) in termination charges. Each year subsequent to 1994
the termination charge is reduced according to a formula using
tons of coal purchased. The termination charge would not be
effective if CIPS terminated the contract due to the failure of
the coal to meet quality specifications provided for in the
contract.
LABOR DISPUTES - The International Union of Operating Engineers
Local 148 and the International Brotherhood of Electrical Workers
Local 702 each filed unfair labor practice charges in 1993 with
the National Labor Relations Board (NLRB) relating to the
12<PAGE>
legality of the lockout by CIPS of both unions during 1993. The
Peoria Regional Office of the NLRB has issued a complaint against
CIPS concerning its lockout of IBEW-702 represented employees.
However, the Peoria Regional Office did not find merit to a
similar charge filed by IUOE 148 and it was dismissed. The IUOE
148 has appealed the dismissal within the NLRB. Both unions
seek, among other things, back pay and other benefits for the
period of the lockout. CIPS estimates the amount of back pay and
other benefits for both unions to be less than $12 million.
Management believes the lockout was both lawful and reasonable
and that the final resolution of the disputes will not have a
material adverse effect on financial position or results of
operations.
OTHER ISSUES - CIPS is involved in other legal and administrative
proceedings before various courts and agencies with respect to
rates, taxes, gas and electric fuel cost reconciliations, service
area disputes, environmental and other matters. Although unable
to predict the outcome of these matters, management believes that
appropriate liabilities have been established and that final
disposition of these actions will have no material adverse effect
on the results of operations or the financial position of CIPS.
13<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
THE OUTLOOK
CIPS currently estimates that its total construction expenditures
for the 1994-1998 period will be about $431 million, including
about $4 million of allowance for funds used during construction.
In addition to funds for construction, projected capital
requirements for the 1994-1998 period include $93 million for
scheduled debt retirements. Capital requirements for the 1994-
1998 period are expected to be provided primarily through
internally generated funds. External financing to fund scheduled
debt retirements may be required.
FINANCIAL CONDITION
Financial condition and total capitalization for the three-month
periods ended March 31, 1994 and 1993 have changed as follows:
Three Months Ended
March 31,
________________________
(in thousands)
1994 1993
_________ _________
Common Shareholders' Equity
Earnings for common stock $ 12,544 $ 15,774
Repurchase of common stock - (16,500)
Common Stock Dividends paid (17,000) -
Other (75) (1)
________ ________
(4,531) (727)
________ ________
Long-Term Debt
Proceeds from issuance on January
1, 1993 of $35,000,000 of Pollution
Control Loan Obligations, Series
A, 6.375%, due 2028. - 35,000
Repayment effective April 1, 1993 of
two series of Pollution Control Loan
Obligations, $17,500,000 Series B, 6.80%,
due 2005; and $17,500,000 Series B,
6.875%, due 2009. - (35,000)
Change in unamortized debt discount
and premium 70 (241)
________ ________
Decrease in total capitalization $ (4,461) $ (968)
======== ========
14<PAGE>
RESULTS OF OPERATIONS (THREE-MONTH PERIODS ENDED MARCH 31, 1994 AND 1993)
Earnings for
Common Stock
(in thousands)
______________
Three Months Ended March 31:
1994 $ 12,544
1993 15,774
________
Decrease $ 3,230
========
Percent Decrease 20 %
Electric Revenues: Electric revenues of CIPS were up 10% compared to the first
quarter of 1993. Kilowatthour sales increased 16% principally due to increases
in economy and emergency interchange sales to other utility systems. A
comparison follows:
Revenues (In 000's) KWH Sales (In 000's)
____________________________ ____________________________
First Quarter Inc. First Quarter Inc.
1994 1993 (Dec.) 1994 1993 (Dec.)
________ ________ ______ _________ _________ ______
Residential $ 50,888 $ 50,788 % 761,471 761,504 - %
Commercial 36,352 36,578 (1) 617,428 627,993 (2)
Industrial 26,726 25,345 5 647,246 604,133 7
Public Auth.
and Other 3,486 3,658 (5) 40,828 46,505 (12)
_______ _______ _________ _________
Total Retail 117,452 116,369 1 2,066,973 2,040,135 1
_______ _______ _________ _________
Interchange
Sales (firm) 18,873 15,829 19 351,657 254,519 38
Interchange
Sales (economy
/emergency) 17,482 8,298 111 854,793 520,473 64
Cooperatives,
Muni's. & Other 5,534 4,965 11 129,649 124,189 4
_______ _______ _________ _________
Total Wholesale 41,889 29,092 44 1,336,099 899,181 49
_______ _______ _________ _________
Total $159,341 $145,461 10 % 3,403,072 2,939,316 16 %
======= ======= ========= =========
15<PAGE>
Fuel for Electric Generation: Fuel expense for electric generation increased
19% because KWH generation increased 19% in 1994 over 1993.
Purchased Power: This expense increased 42% due to increased KWHs purchased
for resale to other utility systems on the interchange market.
Gas Revenues and Gas Purchased: In the first quarter of 1994, gas revenues
(excluding transportation revenues) increased 2% as a result of increased
sales to industrial customers. The increased revenues and sales were
partially offset by a decrease in therms transported.
Revenues (In 000's) Therm Sales (In 000's)
____________________________ ____________________________
First Quarter Inc. First Quarter Inc.
1994 1993 (Dec.) 1994 1993 (Dec.)
________ ________ ______ _________ _________ ______
Residential $ 41,985 $ 43,670 (4)% 76,556 78,418 (2)%
Commercial 14,692 14,952 (2) 27,077 26,731 1
Industrial 4,769 2,023 136 13,069 6,958 88
Miscellaneous 232 20 1,060 - - -
_______ _______ _______ _______
Subtotal 61,678 60,665 2 116,702 112,107 4
Transported 2,417 3,422 (29) 39,738 40,664 (2)
_______ _______ _______ _______
Total $ 64,095 $ 64,087 - % 156,440 152,771 2 %
======= ======= ======= =======
The utility transported approximately 40 million therms of customer-owned gas
in the first quarter of 1994 and 41 million therms in the first quarter of
1993. Transportation revenues were higher in 1993 because of the greater
volume transported at a higher average rate.
Other Operation: Other operation expense increased 16% primarily due to
nonrecurring expenses related to the settlement of labor disputes.
Maintenance: Maintenance expense increased 22% due to the timing of power
station maintenance, for which similar projects did not occur in the first
quarter of 1993.
Depreciation and amortization: Depreciation and amortization increased due to
normal plant additions.
Taxes Other than Income Taxes: Utility revenue taxes increased because of
increased revenue.
Interest Charges and Preferred Dividends: Interest charges and preferred
dividends decreased 7% in 1994 due to refinancings made in 1993 which lowered
interest and dividend rates.
16<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Shareholders of CIPS was held on April 27, 1994.
(b) All nominees who were proposed as directors by the Board of Directors
were elected and there were no other nominees proposed.
(c) Following the election of directors, two management proposals, which had
been included in the CIPS Proxy Statement, were submitted for a vote at
the shareholder meeting. The Management Proposals recommended amendments
to the Restated and Amended Articles of Incorporation, as amended (the
"Articles") as described below:
(1) Variable Dividend Proposal - "To amend various provisions to clarify
the effect of a variable dividend rate on series of preferred stock
and related matters."
(2) Majority Vote Proposal - "To add a provision specifying that a
majority of outstanding shares entitled to vote (rather than two-
thirds) is sufficient to approve future amendments to the Articles."
The results of the voting on each matter submitted are as follows:
Director With Authority Without Authority
William J. Alley 26,108,098 5,162
Clifford L. Greenwalt 26,108,197 5,162
John L. Heath 26,108,365 5,162
Robert W. Jackson 26,108,350 5,162
Gordon R. Lohman 26,108,219 5,162
Hanne M. Merriman 26,108,037 5,162
Donald G. Raymer 26,108,242 5,162
Thomas L. Shade 26,108,302 5,162
James W. Wogsland 26,108,230 5,162
Variable Dividend Proposal
For Against Abstain Broker Non-Vote
Common 25,452,373 - - -
Preferred 582,563 16,539 5,757 56,129
Majority Vote Proposal
For Against Abstain Broker Non-Vote
Common 25,452,373 - - -
Preferred 572,823 27,488 4,498 56,179
17<PAGE>
Item 5. Other Information.
Reference is made to the last paragraph on page 10 under "Item 1. Business -
Employees" in the 1993 Form 10-K Report of CIPS which discusses labor union
matters. On March 23, 1994, final court approval was granted to the
settlement agreement between CIPS and International Brotherhood of Electrical
Workers Local 702 ("IBEW 702") dismissing a lawsuit previously filed by IBEW
702 concerning the labor dispute.
Currently, dry fly ash material produced by the coal-fired generating units at
the Coffeen Power Station is hauled by truck to an off-site disposal area
under terms of an agreement between CIPS and the owner of the disposal site.
The Illinois Environmental Protection Agency (the "Agency") has notified the
owner that some remediation of the site may be required. An engineering study
of the area is in progress. The final resolution of this matter is not
expected to be material to the results of operations or the financial position
of the Company.
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits:
Exhibit 3(a) - Articles of Amendment to the Articles of Incorporation
of CIPS as adopted on April 27, 1994.
3(b) - Restated Articles of Incorporation of CIPS as adopted
on April 27, 1994.
3(c) - Bylaws of CIPS as adopted on February 1, 1994.
(B) Reports on Form 8-K:
None.
18<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Central Illinois Public Service Company
Date: May 13, 1994 /s/ J. C. Fiaush
J. C. Fiaush
Controller
(Principal Accounting Officer)
19<PAGE>
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
EXHIBIT INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1994
Page Number in
Sequentially
Exhibit No. Description Numbered System
___________ ______________________ _______________
3(a) Articles of Amendment
to the Articles of
Incorporation of CIPS
as adopted on April 27,
1994. 21-29
3(b) Restated Articles of
Incorporation of CIPS
as adopted on April 27,
1994. 30-67
3(c) Bylaws of CIPS as adopted
on February 1, 1994. 68-79
20<PAGE>
EXHIBIT 3(a)
AMENDED PROVISIONS OF
ARTICLES OF INCORPORATION
ARTICLE IV
A. CUMULATIVE PREFERRED STOCK
(1) The authorized shares of the Cumulative Preferred Stock
(including all shares of authorized Cumulative Preferred Stock at
any time having the status of authorized and unissued shares
thereof) may be divided into and issued as shares of any series
thereof now outstanding, or divided into and issued in one or
more other series thereof, as the Board of Directors of the
corporation shall from time to time authorize. Each series shall
be designated so as to distinguish the shares thereof from the
shares of all other series then outstanding; and all shares of
the Cumulative Preferred Stock, irrespective of series, shall be
identical except as to variations between different series in the
relative rights and preferences thereof as permitted or
contemplated by the next succeeding sentence of this paragraph
(1). Authority is hereby expressly vested in the Board of
Directors of the corporation to establish out of the authorized
and unissued shares of Cumulative Preferred Stock one or more
series thereof and to fix and determine the following relative
rights and preferences of the shares of any such series:
(a) the rate or rates of dividend, which may be
expressed in terms of a fixed rate or rates or formula or other
method by which such rate or rates shall be calculated or
ascertained from time to time, and the dividend periods,
including the date or dates on which such dividends may be
payable;
(b) the prices at which, and the terms and conditions
on which, shares may be redeemed; and
(c) sinking fund provisions, if any, for the redemption
or purchase of shares;
subject, however, to such restrictions as are, or may be, from
time to time provided by law or contained in the Articles of
Incorporation of the corporation or amendments thereto.
(2) The holders of the Cumulative Preferred Stock from time
to time outstanding shall be entitled to receive, in respect of
each share held, dividends upon the par value thereof at the rate
or rates applicable thereto, payable quarter-yearly on March 31,
June 30, September 30 and December 31 in each year, or on such
other dates in each year, or payable for such other dividend
periods and on such dates, as may be fixed by the Board of
Directors of the corporation or provided in the Articles of
Incorporation, but only when and as declared by the Board of
21<PAGE>
Directors out of surplus or net profits of the corporation
available for the payment of dividends. Such dividends shall be
cumulative in respect of each share from (and including) the date
of issue thereof, and shall be paid, or declared and set apart
for payment, before any dividend shall be declared or paid on or
set apart for the Common Stock, so that, if for any past or
current period dividends on the Cumulative Preferred Stock shall
not have been paid or declared and set apart for payment, the
deficiency shall be fully paid or declared and funds set apart
for the payment thereof before any dividends shall be declared or
paid on or set apart for the Common Stock. The holders of the
Cumulative Preferred Stock shall not be entitled to receive any
dividends thereon except dividends at the applicable rate or
rates. No dividend shall at any time be paid on or set apart for
any share of Cumulative Preferred Stock in respect of a dividend
period unless at the same time there shall be paid on or set
apart, for all shares of Cumulative Preferred Stock and all
shares of Cumulative No Par Preferred Stock then outstanding and
having a dividend period ending on the same date, dividends in
such amount that the holders of all such shares of Cumulative
Preferred Stock and the holders of all such shares of Cumulative
No Par Preferred Stock shall receive or have set apart for them a
uniform percentage of the full annual dividend to which they are,
respectively, entitled and unless all dividends on the Cumulative
Preferred Stock and Cumulative No Par Preferred Stock, for all
preceding dividend periods, shall have been fully paid or
declared and funds set apart for the payment thereof. It shall
be a condition precedent to the declaration by the Board of
Directors and the payment of dividends on the Common Stock, that
all amounts required to be paid or set aside for any sinking fund
for the redemption or purchase of shares of Cumulative Preferred
Stock or Cumulative No Par Preferred Stock of all series then
outstanding, with respect to all preceding sinking fund dates or
periods, shall have been paid or set aside in accordance with the
terms of the shares of such series. No funds shall be paid into
or set aside for any sinking fund for the redemption or purchase
of shares of Cumulative Preferred Stock or Cumulative No Par
Preferred Stock of any series unless all dividends on the
Cumulative Preferred Stock and on the Cumulative No Par Preferred
Stock, for all preceding dividend periods, shall have been fully
paid or declared and funds set apart for the payment thereof. All
shares of Cumulative Preferred Stock, regardless of designation,
shall constitute one class of stock and, excepting only as to the
rate or rates of dividends payable thereon, the dividend periods
and dividend payment dates applicable thereto, the redemption
prices thereof and the sinking fund provisions thereof, shall be
of equal rank and confer equal rights upon the holders thereof.
All shares of Cumulative Preferred Stock bearing the same
distinctive series designation at any time outstanding shall
constitute one series of Cumulative Preferred Stock and all
shares of any one series of Cumulative Preferred Stock shall be
22<PAGE>
alike in all respects. When full cumulative dividends upon the
Cumulative Preferred Stock and the Cumulative No Par Preferred
Stock of all series then outstanding, for all past periods and
for the current period shall have been paid or declared and set
apart for payment, and all amounts required to be paid or set
aside for any sinking fund for the redemption or purchase of
shares of Cumulative Preferred Stock and Cumulative No Par
Preferred Stock of all series then outstanding, with respect to
all preceding sinking fund dates or periods, shall have been paid
or set aside in accordance with the terms of the shares of such
series, the Board of Directors may declare dividends on the
Common Stock of the corporation, subject to the restrictions
hereinafter contained, and not otherwise.
(4) The corporation, on the sole authority of its Board of
Directors, shall have the right at any time or from time to time
to redeem and retire all or part of the Cumulative Preferred
Stock or all or part of the shares of one or more series of
Cumulative Preferred Stock upon and by the payment to the holders
of the shares to be redeemed or upon and by setting aside, as
hereinafter provided, for the benefit of such holders, the
redemption price or prices fixed for the shares to be redeemed,
which (a) in the case of shares of 4% Cumulative Preferred Stock
shall be $101 per share plus accrued dividends to the date of
redemption, (b) in the case of shares of 4.92% Cumulative
Preferred Stock shall be $103.50 per share plus accrued dividends
to the date of redemption, (c) in the case of shares of 4-1/4%
Cumulative Preferred Stock shall be $102 per share plus accrued
dividends to the date of redemption, (d) in the case of shares of
5.16% Cumulative Preferred Stock shall be $102 per share plus
accrued dividends to the date of redemption, (e) in the case of
shares of 4.90% Cumulative Preferred Stock shall be $102 per
share plus accrued dividends to the date of redemption, (f) in
the case of shares of Cumulative Preferred Stock - Auction Series
A shall be as specified in paragraph (9) of this Section A, and
(g) in the case of shares of 6.625% Cumulative Preferred Stock
shall be $100 per share plus accrued dividends to the date of
redemption, provided that none of the shares of 6.625% Cumulative
Preferred Stock may be redeemed prior to October 1, 1998;
provided, however, that, as to the Cumulative Preferred Stock to
be so redeemed, notice of every such redemption shall be given at
such time, in such form and in such manner as may have been
determined and fixed for such stock by the Board of Directors of
the corporation at the time of establishment of such stock or, if
such matters have not been so determined and fixed by the Board
of Directors, not less than thirty (30) days previous to the date
fixed for redemption, notice of the intention of the corporation
to redeem such stock, specifying the designation of the shares to
be redeemed and the date and place of redemption, shall be
deposited in a United States post office or mail box at any place
in the United States addressed to each holder of record of the
23<PAGE>
shares to be redeemed at his address as the same appears upon the
records of the corporation; but in mailing such notice
unintentional omissions or errors in names and addresses shall
not impair the validity of the notice of redemption. In case of
the redemption of less than all the outstanding shares of any
series of the Cumulative Preferred Stock, the shares of such
series to be redeemed shall be chosen by proration (as nearly as
may be without the issue of fractional shares), by lot, or in
such other equitable manner as may be prescribed by resolution of
the Board of Directors. The corporation may deposit with a bank
or trust company, which shall be named in the notice of
redemption, shall be located in the City of Chicago, Illinois, or
in the City of New York, New York, and shall then have capital,
surplus and undivided profits of at least $1,000,000, the
aggregate redemption price of the shares to be redeemed, in a
special account or in trust, as the corporation may determine,
for the payment on or before the redemption date to or upon the
order of the holders of such shares, upon surrender of the
certificates for such shares. Such deposit may, at the option of
the corporation, be upon terms whereby in case the holder of any
shares called for redemption shall not, within ten years after
the date fixed for redemption of such shares, claim the amount on
deposit with any bank or trust company for the payment of the
redemption price of said shares, such bank or trust company shall
on demand pay to or upon the written order of the corporation, or
its successor, the amount so deposited and thereupon such bank or
trust company shall be released from any and all further
liability with respect to the payment of such redemption price
and the holder of said shares shall be entitled to look only to
the corporation or its successor for the payment thereof. Upon
the giving of notice of redemption and upon the deposit of the
redemption price, as aforesaid, or, if no such deposit is made
upon the redemption date (unless the corporation defaults in
making payment of the redemption price as set forth in such
notice), such holders shall cease to be stockholders with respect
to said shares, and from and after the making of said deposit and
the giving of said notice, or, if no such deposit is made, after
the redemption date (the corporation not having defaulted in
making payment of the redemption price as set forth in such
notice), said shares shall no longer be transferable on the books
of the corporation, and said holder shall have no interest in or
claim against the corporation with respect to said shares, but
shall be entitled only to receive on the date fixed for
redemption, the redemption price of the shares, without interest
thereon, from said bank or trust company, if deposited therewith
as aforesaid and not repaid to the corporation, and otherwise
from the corporation, upon surrender of the certificates as
aforesaid.
Nothing herein contained shall limit any legal right of the
corporation to purchase any shares of the Cumulative Preferred
Stock.
24<PAGE>
(5) So long as any shares of Cumulative Preferred Stock of
any series are outstanding, the corporation shall not, without
the affirmative vote of the record holders of two-thirds of the
outstanding shares of Cumulative Preferred Stock of all series,
voting separately as one class:
(a) Amend the provisions of the Articles of
Incorporation so as to create or authorize any stock ranking
prior in any respect to the Cumulative Preferred Stock or
any security convertible into shares of such stock; or issue
any such stock or convertible security; or
(b) Change, by amendment to the Articles of
Incorporation, or otherwise, the terms and provisions of the
Cumulative Preferred Stock so as to affect adversely the
rights and preferences of the holders thereof; provided,
however, that if any such change will affect adversely the
holders of one or more, but less than all, of the series of
Cumulative Preferred Stock at the time outstanding, the
consent only of the holders of at least two-thirds of the
total number of shares of each series so adversely affected
shall be required; or
(c) Issue any shares of the Cumulative Preferred Stock
or shares of any stock ranking on a parity with the
Cumulative Preferred Stock, or any securities convertible
into shares of such stock, other than in exchange for, or
for the purpose of effecting the redemption or other
retirement of, shares of Cumulative Preferred Stock, of any
stock ranking on a parity therewith, or of any such
convertible securities, or any combination thereof, at the
time outstanding, having an aggregate amount of par value
and stated value of not less than the aggregate amount of
par value or stated value of the shares to be issued, or
other than in connection with the conversion of such
convertible securities in accordance with their terms
unless:
(1) The gross income (determined in accordance with
accepted accounting principles) of the corporation
available for the payment of interest charges shall,
for a period of twelve consecutive calendar months
within the fifteen calendar months next preceding the
issue of such shares, have been at least one and
one-half (1-1/2) times the sum of (i) the interest for
one year, adjusted by provision for amortization of
debt discount and expense, or of premium, as the case
may be, on all funded indebtedness and notes payable of
the corporation maturing more than twelve months after
the date of issue of such shares or convertible
25<PAGE>
securities which shall be outstanding at the
date of the issue of such shares or
convertible securities, and (ii) an amount
equal to the dividend requirement for one
year on all shares of Cumulative Preferred
Stock and on all other shares of stock, if
any, ranking prior to or on a parity with the
Cumulative Preferred Stock, which shall be
outstanding after the issue of the shares or
convertible securities proposed to be issued,
(including as outstanding for this purpose
shares of Cumulative Preferred Stock or
shares of such stock issuable on conversion
of any such convertible securities), provided
that for purposes of making the calculation
required by the foregoing provisions of this
subclause (1): (A) the "dividend requirement
for one year" applicable to any series of
Cumulative Preferred Stock or such parity
stock or convertible securities proposed to
be issued which will have dividends
determined according to an adjustable,
floating or variable rate, the dividend rate
used shall be the dividend rate to be
applicable to such series of Cumulative
Preferred Stock or such parity stock or
convertible securities on the date of such
issuance and (B) the "interest for one year"
on funded indebtedness or notes outstanding
and the "dividend requirement for one year"
on any outstanding shares of any series of
Cumulative Preferred Stock or shares of
stock, if any, ranking prior to or on a
parity with the Cumulative Preferred Stock,
or securities convertible into such stock,
and having interest or dividends determined
according to an adjustable, floating or
variable rate, the interest or dividend rate
used shall be the daily weighted average
annual interest or dividend rate applicable
to such security (a) during any consecutive
twelve-month period selected by the
corporation, which period ends within 90 days
prior to the issue of the shares or
convertible securities proposed to be issued
or (b) if the security has been outstanding
for less than twelve full calendar months,
during such shorter period beginning on the
date of issuance of such security and ending
on a date selected by the corporation, which
date is not more than 45 days prior to the
26<PAGE>
issue of the shares or convertible securities
proposed to be issued; provided that if such
security shall have been issued within 45
days prior to the issue of the shares or
convertible securities proposed to be issued,
the interest or dividend rate shall be that
applicable on the date of issuance of such
security; and
(2) The capital represented by the Common Stock plus
the surplus accounts of the corporation shall be not
less than the aggregate amount payable on the
involuntary dissolution, liquidation or winding up of
the corporation, in respect of all shares of Cumulative
Preferred Stock and all shares of stock, if any,
ranking prior thereto or on a parity therewith, which
shall be outstanding after the issue of the shares or
convertible securities proposed to be issued (including
as outstanding for this purpose shares of Cumulative
Preferred Stock or shares of such stock issuable on
conversion of any such convertible securities).
No consent of the holders of Cumulative Preferred Stock
shall be required in respect of any transaction enumerated in
this paragraph (5) if, at or prior to the time when such
transaction is to take effect, provision is made for the
redemption or other retirement of all shares of Cumulative
Preferred Stock at the time outstanding, the consent of which
would otherwise be required hereunder.
B. CUMULATIVE NO PAR PREFERRED STOCK
(1) The authorized shares of Cumulative No Par Preferred
Stock (including all shares of such stock at any time having the
status of authorized and unissued shares of such stock) may be
divided into and issued in one or more series as the Board of
Directors of the corporation shall from time to time authorize.
Each series shall be designated so as to distinguish the shares
thereof from the shares of all other series, and all shares of
the Cumulative No Par Preferred Stock irrespective of series
shall be identical except as to variations between different
series in the relative rights and preferences thereof as
permitted or contemplated by the next succeeding sentence of this
paragraph (1). Authority is hereby expressly vested in the Board
of Directors of the corporation to establish out of the
authorized and unissued shares of Cumulative No Par Preferred
Stock one or more series thereof and to fix and determine the
following relative rights and preferences of the shares of any
such series:
(a) the rate or rates of dividend, which may be
expressed in terms of a fixed rate or rates or formula or
27<PAGE>
other method by which such rate or rates shall be
calculated or ascertained from time to time, and the
dividend periods, including the date or dates on which
such dividends may be payable;
(b) the prices at which, and the terms and conditions
on which, shares of such series may be redeemed;
(c) the amount payable upon shares of such series in
the event of the involuntary liquidation, dissolution or
winding up of the corporation and the amount payable upon
shares of such series in the event of the voluntary
liquidation, dissolution or winding up of the corporation;
(d) sinking fund provisions, if any, for the redemption
or purchase of shares of such series; and
(e) the terms and conditions on which shares of such
series may be converted, if such shares are issued with the
privilege of conversion;
subject, however, to such restrictions as are, or may be, from
time to time provided by law or contained in the Articles of
Incorporation of the corporation or amendments thereto.
Shares of any series of Cumulative No Par Preferred Stock
may be issued for such consideration, not less than the aggregate
preferential amount, other than accrued dividends, payable upon
such shares in the event of the involuntary liquidation,
dissolution or winding up of the corporation, as may be fixed by
the Board of Directors prior to the time of such issuance and,
except as otherwise determined by the Board of Directors in
accordance with the provisions of the law of the State of
Illinois applicable thereto, the entire amount of such
consideration shall constitute stated capital in respect of such
shares.
D. GENERAL PROVISIONS
(2) The term "accrued dividends" shall be deemed to mean, in
respect of any share of Cumulative Preferred Stock or Cumulative
No Par Preferred Stock as of any given date, the amount of divi-
dends payable on such share, computed, at the dividend rate or
rates applicable to such share, from the date on which dividends
thereon became cumulative to and including such given date, less
the aggregate amount of all dividends which have been paid or
which have been declared and set apart for payment on such share.
Accumulations of dividends shall not bear interest.
(4) Except as otherwise expressly set forth in the Articles
of Incorporation of the corporation or as specifically required
28<PAGE>
by law, any amendment to the Articles of Incorporation of the
corporation requiring approval of shareholders shall be adopted
upon receiving the affirmative vote of the holders of a majority
of the outstanding shares entitled to vote on the amendment and a
majority of the outstanding shares of each class or series of
shares, if any, entitled to vote as a class on the amendment.
29
EXHIBIT 3(b)
RESTATED
ARTICLES OF INCORPORATION
OF
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
ARTICLE I
The name of the corporation is Central Illinois Public
Service Company. The date of incorporation is September 1, 1923.
ARTICLE II
The object for which the corporation is formed is to engage
in the business (a) of manufacturing, generating, producing,
buying, transmitting, distributing and selling electric energy
and artificial and natural gas for light, heat and power
purposes, (b) of distributing and selling water, (c) of operating
street railroads by means of electric or other power, except
steam locomotives, (d) of distributing and selling heat by means
of steam and/or water, (e) of manufacturing, storing, buying and
selling ice and (f) of buying, selling and dealing in articles of
merchandise.
ARTICLE III
The duration of the corporation is perpetual.
ARTICLE IV
The corporation shall have authority to issue the following
classes of stock: (a) Cumulative Preferred Stock of the par
value of $100 per share (hereinafter referred to as the
"Cumulative Preferred Stock"), (b) Cumulative Preferred Stock
without par value (hereinafter referred to as the "Cumulative No
Par Preferred Stock") and (c) Common Stock without par value
(hereinafter referred to as the "Common Stock"). The aggregate
number of shares which the corporation shall have authority to
issue is 49,600,000 as follows: (a) 2,000,000 shares of
Cumulative Preferred Stock, (b) 2,600,000 shares of Cumulative No
Par Preferred Stock, provided that the aggregate 'stated value'
(as defined in the second paragraph of paragraph (2) of Section B
of this ARTICLE IV) of the issued and outstanding shares of
Cumulative No Par Preferred Stock shall not exceed $65,000,000 at
any time and (c) 45,000,000 shares of Common Stock. The
authorized shares of Cumulative Preferred Stock include the
150,000 shares of a series designated "4% Cumulative Preferred
Stock," 75,000 shares of a series designated "4.90% Cumulative
Preferred Stock," 50,000 shares each of three series designated,
respectively, "4.25% Cumulative Preferred Stock," "4.92%
Cumulative Preferred Stock" and "5.16% Cumulative Preferred
Stock," 300,000 shares of a series designated "Cumulative
Preferred Stock - Auction Series A," and 125,000 shares of a
30<PAGE>
series designated "6.625% Cumulative Preferred Stock" now issued
and outstanding. All shares of Cumulative Preferred Stock shall
constitute one class of stock and all shares of Cumulative No Par
Preferred Stock shall constitute one class of stock, in each case
regardless of the designation thereof. All shares of Cumulative
Preferred Stock and all shares of Cumulative No Par Preferred
Stock shall be of equal rank and shall confer equal rights upon
the holders thereof, excepting only as to the Cumulative
Preferred Stock as provided or referred to in the second sentence
of paragraph (1) of Section A of this ARTICLE IV and as to the
Cumulative No Par Preferred Stock as provided or referred to in
the second sentence of paragraph (1) of Section B of this ARTICLE
IV.
The preferences, qualifications, limitations, restrictions
and special or relative rights, in respect of the shares of each
class, are as follows:
A. CUMULATIVE PREFERRED STOCK
(1) The authorized shares of the Cumulative Preferred Stock
(including all shares of authorized Cumulative Preferred Stock at
any time having the status of authorized and unissued shares
thereof) may be divided into and issued as shares of any series
thereof now outstanding, or divided into and issued in one or
more other series thereof, as the Board of Directors of the
corporation shall from time to time authorize. Each series shall
be designated so as to distinguish the shares thereof from the
shares of all other series then outstanding; and all shares of
the Cumulative Preferred Stock, irrespective of series, shall be
identical except as to variations between different series in the
relative rights and preferences thereof as permitted or
contemplated by the next succeeding sentence of this paragraph
(1). Authority is hereby expressly vested in the Board of
Directors of the corporation to establish out of the authorized
and unissued shares of Cumulative Preferred Stock one or more
series thereof and to fix and determine the following relative
rights and preferences of the shares of any such series:
(a) the rate or rates of dividend, which may be
expressed in terms of a fixed rate or rates or formula or other
method by which such rate or rates shall be calculated or
ascertained from time to time, and the dividend periods,
including the date or dates on which such dividends may be
payable;
(b) the prices at which, and the terms and conditions
on which, shares may be redeemed; and
(c) sinking fund provisions, if any, for the redemption
or purchase of shares;
31<PAGE>
subject, however, to such restrictions as are, or may be, from
time to time provided by law or contained in the Articles of
Incorporation of the corporation or amendments thereto.
(2) The holders of the Cumulative Preferred Stock from time
to time outstanding shall be entitled to receive, in respect of
each share held, dividends upon the par value thereof at the rate
or rates applicable thereto, payable quarter-yearly on March 31,
June 30, September 30 and December 31 in each year, or on such
other dates in each year, or payable for such other dividend
periods and on such dates, as may be fixed by the Board of
Directors of the corporation or provided in the Articles of
Incorporation, but only when and as declared by the Board of
Directors out of surplus or net profits of the corporation
available for the payment of dividends. Such dividends shall be
cumulative in respect of each share from (and including) the date
of issue thereof, and shall be paid, or declared and set apart
for payment, before any dividend shall be declared or paid on or
set apart for the Common Stock, so that, if for any past or
current period dividends on the Cumulative Preferred Stock shall
not have been paid or declared and set apart for payment, the
deficiency shall be fully paid or declared and funds set apart
for the payment thereof before any dividends shall be declared or
paid on or set apart for the Common Stock. The holders of the
Cumulative Preferred Stock shall not be entitled to receive any
dividends thereon except dividends at the applicable rate or
rates. No dividend shall at any time be paid on or set apart for
any share of Cumulative Preferred Stock in respect of a dividend
period unless at the same time there shall be paid on or set
apart, for all shares of Cumulative Preferred Stock and all
shares of Cumulative No Par Preferred Stock then outstanding and
having a dividend period ending on the same date, dividends in
such amount that the holders of all such shares of Cumulative
Preferred Stock and the holders of all such shares of Cumulative
No Par Preferred Stock shall receive or have set apart for them a
uniform percentage of the full annual dividend to which they are,
respectively, entitled and unless all dividends on the Cumulative
Preferred Stock and Cumulative No Par Preferred Stock, for all
preceding dividend periods, shall have been fully paid or
declared and funds set apart for the payment thereof. It shall
be a condition precedent to the declaration by the Board of
Directors and the payment of dividends on the Common Stock, that
all amounts required to be paid or set aside for any sinking fund
for the redemption or purchase of shares of Cumulative Preferred
Stock or Cumulative No Par Preferred Stock of all series then
outstanding, with respect to all preceding sinking fund dates or
periods, shall have been paid or set aside in accordance with the
terms of the shares of such series. No funds shall be paid into
or set aside for any sinking fund for the redemption or purchase
of shares of Cumulative Preferred Stock or Cumulative No Par
Preferred Stock of any series unless all dividends on the
Cumulative Preferred Stock and on the Cumulative No Par Preferred
32<PAGE>
Stock, for all preceding dividend periods, shall have been fully
paid or declared and funds set apart for the payment thereof. All
shares of Cumulative Preferred Stock, regardless of designation,
shall constitute one class of stock and, excepting only as to the
rate or rates of dividends payable thereon, the dividend periods
and dividend payment dates applicable thereto, the redemption
prices thereof and the sinking fund provisions thereof, shall be
of equal rank and confer equal rights upon the holders thereof.
All shares of Cumulative Preferred Stock bearing the same
distinctive series designation at any time outstanding shall
constitute one series of Cumulative Preferred Stock and all
shares of any one series of Cumulative Preferred Stock shall be
alike in all respects. When full cumulative dividends upon the
Cumulative Preferred Stock and the Cumulative No Par Preferred
Stock of all series then outstanding, for all past periods and
for the current period shall have been paid or declared and set
apart for payment, and all amounts required to be paid or set
aside for any sinking fund for the redemption or purchase of
shares of Cumulative Preferred Stock and Cumulative No Par
Preferred Stock of all series then outstanding, with respect to
all preceding sinking fund dates or periods, shall have been paid
or set aside in accordance with the terms of the shares of such
series, the Board of Directors may declare dividends on the
Common Stock of the corporation, subject to the restrictions
hereinafter contained, and not otherwise.
(3) In the event of the liquidation, dissolution or winding
up, whether voluntary or involuntary, of the corporation, the
holders of shares of Cumulative Preferred Stock shall be entitled
to be paid in full, out of the net assets of the corporation, the
par value of their shares plus an amount equal to the accrued
dividends on such shares, before any amount shall be paid to the
holders of shares of the Common Stock. After such payment in full
to the holders of shares of Cumulative Preferred Stock, and after
payment in full to the holders of Cumulative No Par Preferred
Stock of the amounts payable to them respectively in the event of
any such liquidation, dissolution or winding up of the
corporation, the remaining assets and profits shall be divided
among and paid to the holders of shares of Common Stock.
(4) The corporation, on the sole authority of its Board of
Directors, shall have the right at any time or from time to time
to redeem and retire all or part of the Cumulative Preferred
Stock or all or part of the shares of one or more series of
Cumulative Preferred Stock upon and by the payment to the holders
of the shares to be redeemed or upon and by setting aside, as
hereinafter provided, for the benefit of such holders, the
redemption price or prices fixed for the shares to be redeemed,
which (a) in the case of shares of 4% Cumulative Preferred Stock
shall be $101 per share plus accrued dividends to the date of
redemption, (b) in the case of shares of 4.92% Cumulative
Preferred Stock shall be $103.50 per share plus accrued dividends
33<PAGE>
to the date of redemption, (c) in the case of shares of 4-1/4%
Cumulative Preferred Stock shall be $102 per share plus accrued
dividends to the date of redemption, (d) in the case of shares of
5.16% Cumulative Preferred Stock shall be $102 per share plus
accrued dividends to the date of redemption, (e) in the case of
shares of 4.90% Cumulative Preferred Stock shall be $102 per
share plus accrued dividends to the date of redemption, (f) in
the case of shares of Cumulative Preferred Stock - Auction Series
A shall be as specified in paragraph (9) of this Section A, and
(g) in the case of shares of 6.625% Cumulative Preferred Stock
shall be $100 per share plus accrued dividends to the date of
redemption, provided that none of the shares of 6.625% Cumulative
Preferred Stock may be redeemed prior to October 1, 1998;
provided, however, that, as to the Cumulative Preferred Stock to
be so redeemed, notice of every such redemption shall be given at
such time, in such form and in such manner as may have been
determined and fixed for such stock by the Board of Directors of
the corporation at the time of establishment of such stock or, if
such matters have not been so determined and fixed by the Board
of Directors, not less than thirty (30) days previous to the date
fixed for redemption, notice of the intention of the corporation
to redeem such stock, specifying the designation of the shares to
be redeemed and the date and place of redemption, shall be
deposited in a United States post office or mail box at any place
in the United States addressed to each holder of record of the
shares to be redeemed at his address as the same appears upon the
records of the corporation; but in mailing such notice
unintentional omissions or errors in names and addresses shall
not impair the validity of the notice of redemption. In case of
the redemption of less than all the outstanding shares of any
series of the Cumulative Preferred Stock, the shares of such
series to be redeemed shall be chosen by proration (as nearly as
may be without the issue of fractional shares), by lot, or in
such other equitable manner as may be prescribed by resolution of
the Board of Directors. The corporation may deposit with a bank
or trust company, which shall be named in the notice of
redemption, shall be located in the City of Chicago, Illinois, or
in the City of New York, New York, and shall then have capital,
surplus and undivided profits of at least $1,000,000, the
aggregate redemption price of the shares to be redeemed, in a
special account or in trust, as the corporation may determine,
for the payment on or before the redemption date to or upon the
order of the holders of such shares, upon surrender of the
certificates for such shares. Such deposit may, at the option of
the corporation, be upon terms whereby in case the holder of any
shares called for redemption shall not, within ten years after
the date fixed for redemption of such shares, claim the amount on
deposit with any bank or trust company for the payment of the
redemption price of said shares, such bank or trust company shall
on demand pay to or upon the written order of the corporation, or
its successor, the amount so deposited and thereupon such bank or
trust company shall be released from any and all further
34<PAGE>
liability with respect to the payment of such redemption price
and the holder of said shares shall be entitled to look only to
the corporation or its successor for the payment thereof. Upon
the giving of notice of redemption and upon the deposit of the
redemption price, as aforesaid, or, if no such deposit is made
upon the redemption date (unless the corporation defaults in
making payment of the redemption price as set forth in such
notice), such holders shall cease to be stockholders with respect
to said shares, and from and after the making of said deposit and
the giving of said notice, or, if no such deposit is made, after
the redemption date (the corporation not having defaulted in
making payment of the redemption price as set forth in such
notice), said shares shall no longer be transferable on the books
of the corporation, and said holder shall have no interest in or
claim against the corporation with respect to said shares, but
shall be entitled only to receive on the date fixed for
redemption, the redemption price of the shares, without interest
thereon, from said bank or trust company, if deposited therewith
as aforesaid and not repaid to the corporation, and otherwise
from the corporation, upon surrender of the certificates as
aforesaid.
Nothing herein contained shall limit any legal right of the
corporation to purchase any shares of the Cumulative Preferred
Stock.
(5) So long as any shares of Cumulative Preferred Stock of
any series are outstanding, the corporation shall not, without
the affirmative vote of the record holders of two-thirds of the
outstanding shares of Cumulative Preferred Stock of all series,
voting separately as one class:
(a) Amend the provisions of the Articles of
Incorporation so as to create or authorize any stock ranking
prior in any respect to the Cumulative Preferred Stock or
any security convertible into shares of such stock; or issue
any such stock or convertible security; or
(b) Change, by amendment to the Articles of
Incorporation, or otherwise, the terms and provisions of the
Cumulative Preferred Stock so as to affect adversely the
rights and preferences of the holders thereof; provided,
however, that if any such change will affect adversely the
holders of one or more, but less than all, of the series of
Cumulative Preferred Stock at the time outstanding, the
consent only of the holders of at least two-thirds of the
total number of shares of each series so adversely affected
shall be required; or
(c) Issue any shares of the Cumulative Preferred Stock
or shares of any stock ranking on a parity with the
35 <PAGE>
Cumulative Preferred Stock, or any securities
convertible into shares of such stock, other than in
exchange for, or for the purpose of effecting the
redemption or other retirement of, shares of Cumulative
Preferred Stock, of any stock ranking on a parity
therewith, or of any such convertible securities, or
any combination thereof, at the time outstanding,
having an aggregate amount of par value and stated
value of not less than the aggregate amount of par
value or stated value of the shares to be issued, or
other than in connection with the conversion of such
convertible securities in accordance with their terms
unless:
(1) The gross income (determined in accordance with
accepted accounting principles) of the corporation
available for the payment of interest charges shall,
for a period of twelve consecutive calendar months
within the fifteen calendar months next preceding the
issue of such shares, have been at least one and
one-half (1-1/2) times the sum of (i) the interest for
one year, adjusted by provision for amortization of
debt discount and expense, or of premium, as the case
may be, on all funded indebtedness and notes payable of
the corporation maturing more than twelve months after
the date of issue of such shares or convertible
securities which shall be outstanding at the date of
the issue of such shares or convertible securities, and
(ii) an amount equal to the dividend requirement for
one year on all shares of Cumulative Preferred Stock
and on all other shares of stock, if any, ranking prior
to or on a parity with the Cumulative Preferred Stock,
which shall be outstanding after the issue of the
shares or convertible securities proposed to be issued,
(including as outstanding for this purpose shares of
Cumulative Preferred Stock or shares of such stock
issuable on conversion of any such convertible
securities), provided that for purposes of making the
calculation required by the foregoing provisions of
this subclause (1): (A) the "dividend requirement for
one year" applicable to any series of Cumulative
Preferred Stock or such parity stock or convertible
securities proposed to be issued which will have
dividends determined according to an adjustable,
floating or variable rate, the dividend rate used shall
be the dividend rate to be applicable to such series of
Cumulative Preferred Stock or such parity stock or
convertible securities on the date of such issuance and
(B) the "interest for one year" on funded indebtedness
or notes outstanding and the "dividend requirement for
one year" on any outstanding shares of any series of
Cumulative Preferred Stock or shares of stock, if any,
36<PAGE>
ranking prior to or on a parity with the
Cumulative Preferred Stock, or securities
convertible into such stock, and having
interest or dividends determined according to
an adjustable, floating or variable rate, the
interest or dividend rate used shall be the
daily weighted average annual interest or
dividend rate applicable to such security (a)
during any consecutive twelve-month period
selected by the corporation, which period
ends within 90 days prior to the issue of the
shares or convertible securities proposed to
be issued or (b) if the security has been
outstanding for less than twelve full
calendar months, during such shorter period
beginning on the date of issuance of such
security and ending on a date selected by the
corporation, which date is not more than 45
days prior to the issue of the shares or
convertible securities proposed to be issued;
provided that if such security shall have
been issued within 45 days prior to the issue
of the shares or convertible securities
proposed to be issued, the interest or
dividend rate shall be that applicable on the
date of issuance of such security; and
(2) The capital represented by the Common Stock plus
the surplus accounts of the corporation shall be not
less than the aggregate amount payable on the
involuntary dissolution, liquidation or winding up of
the corporation, in respect of all shares of Cumulative
Preferred Stock and all shares of stock, if any,
ranking prior thereto or on a parity therewith, which
shall be outstanding after the issue of the shares or
convertible securities proposed to be issued (including
as outstanding for this purpose shares of Cumulative
Preferred Stock or shares of such stock issuable on
conversion of any such convertible securities).
No consent of the holders of Cumulative Preferred Stock
shall be required in respect of any transaction enumerated in
this paragraph (5) if, at or prior to the time when such
transaction is to take effect, provision is made for the
redemption or other retirement of all shares of Cumulative
Preferred Stock at the time outstanding, the consent of which
would otherwise be required hereunder.
(6) So long as any shares of the Cumulative Preferred Stock
are outstanding, the corporation shall not, without the
affirmative vote of the record holders of a majority of the total
number of shares of Cumulative Preferred Stock then outstanding:
37<PAGE>
(a) Issue or assume any unsecured indebtedness, as
hereinafter defined, for any purpose, other than the
refunding of secured or unsecured indebtedness theretofore
created or assumed by the corporation and then outstanding,
or the retiring, by redemption or otherwise, of shares of
the Cumulative Preferred Stock or shares of any stock
ranking prior thereto or on a parity therewith, if
immediately after such issue or assumption the total
principal amount of all unsecured indebtedness issued or
assumed by the corporation and then outstanding would exceed
twenty per centum (20%) of the aggregate of (i) the total
principal amount of all bonds or other securities
representing secured indebtedness issued or assumed by the
corporation and then outstanding and (ii) the total of the
capital and surplus of the corporation, as then recorded on
its books; or
(b) Merge or consolidate with any other corporation or
corporations or sell or lease all or substantially all of
the assets of the corporation unless such merger,
consolidation, sale or lease, or the issue or assumption of
all securities to be issued or assumed in connection
therewith, shall have been ordered, approved or permitted by
all regulatory bodies, federal and state, then having
jurisdiction in the premises.
"Unsecured indebtedness" as that term is used in this
paragraph (6) shall mean all unsecured notes, debentures or other
securities representing unsecured indebtedness (whether having a
single maturity, serial maturities or sinking fund or other
similar periodic principal or debt retirement payment provisions)
which have a final maturity date, determined as of the date of
issuance or assumption thereof by the corporation, of less than
two years.
No consent of the holders of the Cumulative Preferred Stock
shall be required, however, if, at or prior to the issue of any
such securities representing unsecured indebtedness, or such
consolidation, merger or sale, provision is made for the
redemption or other retirement of all shares of Cumulative
Preferred Stock then outstanding.
No provision contained in this paragraph (6), or in
paragraph (5) of this Section A, is intended or shall be
construed to relieve the corporation from compliance with any
applicable statutory provision requiring the vote or consent of a
greater number of the outstanding shares of the Cumulative
Preferred Stock.
(7) So long as any shares of the Cumulative Preferred Stock
are outstanding, the corporation shall not pay any dividends on
its Common Stock (other than dividends payable in Common Stock)
38<PAGE>
or make any distribution on or purchase or otherwise acquire for
value any of its Common Stock (each such payment, distribution,
purchase and/or acquisition being herein referred to as a "common
stock dividend"), except to the extent permitted by the following
provisions of this paragraph (7):
(a) No common stock dividend shall be declared or paid
in an amount which, together with all other common stock
dividends declared in the year ending on (and including) the
date of the declaration of such common stock dividend, would
in the aggregate exceed fifty per centum (50%) of the net
income of the corporation available for dividends on its
Common Stock for the twelve consecutive calendar months
ending on the last day of the calendar month next preceding
the declaration of such common stock dividend, if at the end
of such calendar month the ratio (herein referred to as the
"capitalization ratio") of the Common Stock Equity (as
hereinafter defined) of the corporation, to the total
capital (as hereinafter defined) of the corporation shall be
less than twenty per centum (20%).
(b) If such capitalization ratio, determined as
aforesaid, shall be twenty per centum (20%) or more, but
less than twenty-five per centum (25%), no common stock
dividend shall be declared or paid in an amount which,
together with all other common stock dividends declared in
the year ending on (and including) the date of the
declaration of such common stock dividend, would exceed
seventy-five per centum (75%) of the net income of the
corporation available for dividends on its Common Stock for
the twelve consecutive calendar months ending on the last
day of the calendar month next preceding the declaration of
such common stock dividend.
(c) If such capitalization ratio, determined as
aforesaid, shall be in excess of twenty-five per centum
(25%), no common stock dividend shall be declared or paid
which would reduce such capitalization ratio to less than
twenty-five per centum (25%) except to the extent permitted
by the next preceding paragraphs (a) and (b) hereof.
"Common Stock Equity", as that term is used in this
paragraph (7) shall consist of the sum of (1) the capital
represented by the issued and outstanding shares of Common Stock
(including premiums on Common Stock) and (2) the surplus accounts
of the corporation, less (i) any excess of the value, as recorded
on the corporation's books, over the original cost, as determined
or approved by the regulatory commission having jurisdiction
thereof, of used and useful electric and gas utility plant and
property, unless (a) such excess is being amortized or provided
for by reserves, or (b) such excess has been held, by final order
39<PAGE>
of a court having jurisdiction or of the regulatory bodies having
jurisdiction, to constitute an asset which need not be amortized
or provided for by reserves, and (ii) any amount by which the
aggregate amount payable, on the involuntary dissolution,
liquidation or winding up of the corporation, in respect of all
outstanding shares of stock of the corporation having a
preference as to dividends over the Common Stock exceeds the
aggregate par or stated value of such outstanding shares, unless
such excess is being amortized, or provided for by reserves, and
(iii) any items such as debt discount, premium and expense,
capital stock discount and expense and similar items, classified
as assets on the balance sheet of the corporation, unless such
items are being amortized, or provided for by reserves or unless
and to the extent that such items are not required to be written
off or amortized by the uniform systems of accounts applicable
thereto prescribed by the regulatory bodies having jurisdiction.
The "total capital of the corporation" shall consist of the sum
of (i) the principal amount of all outstanding indebtedness of
the corporation maturing one year or more after the date of the
issue thereof and (ii) the par or stated value of all outstanding
capital stock (which shall include premiums on capital stock,
notwithstanding anything in this ARTICLE IV to the contrary) of
all classes of the corporation, and (iii) all surplus accounts of
the corporation. The "net income of the corporation available for
dividends on its Common Stock" for any period shall be determined
by deducting from the sum of the operating revenues and income
from investments and other miscellaneous income for such period,
all operating expenses for such period, including maintenance and
provision for depreciation as recorded on the books of the
corporation (but not less than an amount equal to fifteen per
centum (15%) of the gross operating revenues of the corporation
less the cost of electric energy and gas purchased for resale,
during such period), income and excess profits and other taxes,
all proper accruals, interest charges, amortization charges,
other proper income deductions and an amount equal to the
dividend requirements for such period on all outstanding shares
of stock of the corporation having a preference as to dividends
over the Common Stock, all as shall be determined in accordance
with such systems of accounts as may be prescribed by regulatory
authorities having jurisdiction in the premises or, in the
absence thereof, in accordance with sound accounting practices.
All indebtedness and capital stock of the corporation owned by
the corporation shall be excluded in determining total capital.
Purchases or other acquisitions of Common Stock shall be deemed,
for the purposes of this paragraph (7), to constitute a common
stock dividend declared as of the date on which such purchases or
acquisitions are consummated.
(8) No share of stock or evidence of indebtedness shall be
deemed to be "outstanding", as that term is used in paragraphs
(5), (6) and (7) of this Section A, if, prior to or concurrently
with the event in reference to which a determination is to be
40<PAGE>
made as to the amount thereof outstanding, the requisite funds
for the redemption thereof shall be deposited in a special
account or in trust for that purpose and the requisite notice for
the redemption thereof shall be given or the depositary of such
funds shall be authorized and directed to give or complete such
notice of redemption.
(9) Cumulative Preferred Stock - Auction Series A. A series
of the Cumulative Preferred Stock, designated as "Cumulative
Preferred Stock - Auction Series A" was created and authorized by
the Board of Directors of the corporation by resolution duly
adopted by said Board at a meeting held on April 28, 1993 and
300,000 shares of Cumulative Preferred Stock - Auction Series A
were authorized by said resolution to be issued by the
corporation and have been issued and are now outstanding. Said
resolution, which sets forth the terms, provisions and
characteristics and the relative rights and preferences of the
shares of Cumulative Preferred Stock - Auction Series A, is as
follows:
RESOLVED, by the Board of Directors of the Company, as
follows:
Section I
Establishment of Series and Designation Thereof
An additional series of the Cumulative Preferred Stock of
the Company, consisting of 300,000 shares, is hereby created and
established out of the authorized and unissued shares of the
Cumulative Preferred Stock of the par value of $100 per share, of
the Company; said shares, and each share thereof, shall be
designated "Cumulative Preferred Stock - Auction Series A" (the
"New Preferred Stock"); and all of said 300,000 shares of the New
Preferred Stock are hereby authorized to be issued by the
Company.
The rate of dividend per annum payable in respect of each
share of the New Preferred Stock shall be paid on the par value
of each such share at the rate determined as set forth below
under "Determination of Dividend Rate", and dividends on the
shares of the New Preferred Stock at said rates per annum shall
be computed and shall be payable as set forth herein, and shall
be cumulative from and including the date of issuance.
Rights upon Liquidation or Dissolution
Upon any voluntary or involuntary liquidation, dissolution
or winding up of the Company, if the assets available for
distribution on the shares of the New Preferred Stock and on all
other shares of Cumulative Preferred Stock shall be insufficient
to pay the full amount to which all series of Cumulative
41<PAGE>
Preferred Stock shall be entitled pursuant to the liquidation
rights thereof, the shares of the New Preferred Stock shall have
the same rights and preferences and shall be of equal rank with,
and shall confer rights equal to those conferred by, all other
shares of the Cumulative Preferred Stock of the Company and the
Company shall make a pro rata distribution payment on the shares
of the New Preferred Stock and on each other series of Cumulative
Preferred Stock in the same proportion that the total of the
distributive amount payable on each other series of Cumulative
Preferred Stock (including, in each case, an amount equal to
accrued and unpaid dividends) bears to the aggregate of the total
of the distributive amounts payable on the shares of the New
Preferred Stock and on all other series of Cumulative Preferred
Stock (including, in each case, an amount equal to accrued and
unpaid dividends).
The shares of the New Preferred Stock shall be subject to
all the terms, provisions and restrictions set forth in the
Restated and Amended Articles of Incorporation (as amended) of
the Company (as the same may be amended from time to time, the
"Articles") with respect to shares of the Cumulative Preferred
Stock of the Company, and except only as to the rate of dividend
per annum payable in respect of the shares of the New Preferred
Stock, the redemption price or prices, the terms and conditions
of redemption applicable to the shares of the New Preferred Stock
and, to the extent permitted by law, the dates on which dividends
on the New Preferred Stock shall be payable, the shares of the
New Preferred Stock shall have the same relative rights and
preference as, shall be of equal rank with and shall confer
rights equal to those conferred by, all other shares of the
Cumulative Preferred Stock of the Company.
Dividend Periods
The Initial Dividend Period will commence on the Date of
Original Issue and will end on June 29, 1993. Thereafter, and
unless the Board of Directors of the Company shall designate a
Short-Term Period, each succeeding Dividend Period will be a
Quarterly Period.
All Dividend Periods shall be Quarterly Periods unless (a)
an appropriate amendment to the Articles (the "Dividend Period
Amendment") is adopted which facilitates the payment of dividends
other than on a quarterly basis and is made effective, (b) the
Dividend Period Amendment is permitted under the laws of the
State of Illinois and (c) the Board of Directors of the Company,
effective as of the end of any Dividend Period, designates a
Short-Term Period. If the Board of Directors of the Company
designates a Short-Term Period, each subsequent Dividend Period
will be a Short-Term Period.
42<PAGE>
If designated by the Board of Directors, the initial
Short-Term Period immediately following a Quarterly Period will
end on the Designated Day, which will be not earlier than the
46th day and not later than the 98th day after the last day of
the preceding Quarterly Period (in any case, subject to
adjustment for non-Business Days and for a change in the Minimum
Holding Period). Each subsequent Short-Term Period will commence
on the day after the last day of such preceding Short-Term Period
and will end (i) on the Designated Day in the seventh week
thereafter, in the case of a 49-day Short-Term Period, or (ii) on
the Designated Day in the thirteenth week thereafter, in the case
of a 13-week Short-Term Period (in each case, subject to
adjustment for a change in the Minimum Holding Period as
described in the third succeeding paragraph and for non-Business
Days and otherwise as described in the definition of Short-Term
Period in Section II).
In the absence of a designation by the Board of Directors of
the Company to the contrary, each Quarterly Period will be
followed by a Quarterly Period, each 49-day Short-Term Period
will be followed by a 49-day Short-Term Period and each 13-week
Short-Term Period will be followed by a 13-week Short-Term
Period.
If the Dividend Period Amendment to the Articles is adopted
and made effective and a Short-Term Period has previously been
designated by the Board of Directors of the Company, and without
regard to the designation by the Board of Directors of the
Company of the duration of the next Dividend Period, (i) if
Sufficient Clearing Bids are not submitted in an Auction, then
the Dividend Period following the date of such Auction will be a
49-day Short-Term Period and (ii) during a Non-Payment Period
each Dividend Period will be a 49-day Short-Term Period (in each
case, subject to adjustment for non-Business Days and for a
change in the Minimum Holding Period) and the Applicable Rate
will be the Default Rate; provided, however, the Applicable Rate
shall be subject to the limitation of the fourth grammatical
paragraph under "Determination of Dividend Rate" in this
Section I.
In the event of a change in law altering the Minimum Holding
Period, the length of each Short-Term Period commencing after the
effective date of such change in law shall be adjusted so that
the number of days in each such Short-Term Period shall equal or
exceed the number of days in the then current Minimum Holding
Period; provided that (i) each Short-Term Period that originally
was a 49-day Short-Term Period shall not exceed by more than nine
days the length of the then current Minimum Holding Period, (ii)
the number of days in any Short-Term Period shall be evenly
divisible by seven and (iii) the maximum number of days in any
Short-Term Period shall not exceed 98 days. Upon any such change
in the number of days in any Short-Term Period, the Company shall
43<PAGE>
give notice of such change to the Auction Agent and the
Securities Depository.
If the Company exercises its right to designate a Short-Term
Period following a Quarterly Period or, during any Short-Term
Period, to change the duration of the next Short-Term Period, it
shall give written notice of such designation or change to the
Auction Agent and to the Securities Depository prior to 1:00 P.M.
New York City time, on (i) the fifth Business Day prior to the
next Auction Date in the case of a change from a Quarterly Period
to a Short-Term Period and (ii) the third Business Day prior to
the next Auction Date in the case of a change in Short-Term
Periods.
Dividend Payment Dates
Dividends on shares of New Preferred Stock will accrue from
the Date of Original Issue and will be payable in arrears for
each Dividend Period, if, as and when declared, out of funds
legally available therefor. Dividends for the Initial Dividend
Period will be payable on the Initial Dividend Payment Date.
Dividends for a Quarterly Period will be payable on the Quarterly
Dividend Payment Date and dividends for a Short-Term Period will
be payable on the Short-Term Dividend Payment Date.
Dividends will be payable to holders of record as the same
appear on the records of the Company on such date, not more than
30 days and not less than 10 days, as may be fixed by the Board
of Directors, next preceding the Dividend Payment Date in the
case of a Quarterly Period; and on the Business Day immediately
preceding the Dividend Payment Date for such dividends in the
case of a Short-Term Period; provided that during a Non-Payment
Period such dividends shall be paid to such holders as their
names appear on the records of the Company on such date as may be
fixed by the Board of Directors (but not to exceed 15 days
preceding such payment date).
Determination of Dividend Rate
The dividend rate for the New Preferred Stock for the
Initial Dividend Period will be 2.40% per annum. Dividend rates
on the shares of New Preferred Stock for each Dividend Period
after the Initial Dividend Period will be equal to the rate per
annum that results from the Auction with respect to such Dividend
Period as provided in Part III hereof, except as provided in the
next succeeding three paragraphs. The total dividends per Unit
payable for the Initial Dividend Period shall be computed by
multiplying a fraction (the numerator of which shall be the
number of days in the Initial Dividend Period and the denominator
of which shall be 360) by the product of 2.40% and $100,000. The
total dividends per Unit payable for any Quarterly Period shall
be computed by dividing by four the product of the Applicable
44<PAGE>
Rate for such Dividend Period and $100,000. The total dividends
per Unit payable for a Short-Term Period shall be computed by
multiplying a fraction (the numerator of which shall be the
number of days in such Short-Term Period and the denominator
which shall be 360) by the product of the Applicable Rate for
such Short-Term Period and $100,000.
Subject to the limitation of the second succeeding
paragraph, in the event of the failure by the Company to pay to
the Auction Agent by 12:00 noon, New York City time (i) on any
Dividend Payment Date the full amount of any dividend (whether or
not earned or declared) to be paid on such Dividend Payment Date
or (ii) on any redemption date the full redemption price to be
paid on such redemption date for any share of New Preferred Stock
after a notice of redemption has been given as provided in the
Articles, and any such failure shall not have been cured within
three Business Days thereafter, then (a) until such time as the
full amount due shall have been paid to the Auction Agent,
Auctions will be suspended and (b) the Applicable Rate for each
Dividend Period commencing on or after any such Dividend Payment
Date (or redemption date, as the case may be) shall be equal to
the Default Rate for such Dividend Period. The foregoing shall
continue until there shall occur a Dividend Payment Date on which
the full amount of any dividends (whether or not earned or
declared) payable on each Dividend Payment Date prior to and
including such Dividend Payment Date, or the full amount of any
redemption price then due, as the case may be, shall have been
paid to the Auction Agent, and thereupon Auctions shall resume on
the terms stated herein for Dividend Periods commencing with such
Dividend Payment Date. With respect to any such failure, the
"Default Rate," subject to the provisions described in the two
next succeeding paragraphs, will be the higher of 275% of the
Applicable AA Composite Commercial Paper Rate, determined as of
the Business Day next preceding the date of such failure, and (i)
if the Company has failed timely to pay dividends, the Applicable
Rate in effect for the Dividend Period in respect of which such
failure occurred, or (ii) if the Company has failed timely to pay
the redemption price of shares of New Preferred Stock called for
redemption, the Applicable Rate in effect on the Dividend Payment
Date on which the applicable redemption date occurred. If any
Auction is not held on an Auction Date for any reason (other than
because of the discontinuation of Auctions due to a failure
described above), the Applicable Rate therefor shall be the
Maximum Rate determined as of such Auction Date. The period from
the date of any such failure referred to in this paragraph until
the Dividend Payment Date on which all amounts described above
are paid is a "Non-Payment Period."
Any failure referred to in the preceding paragraph with
respect to the shares of New Preferred Stock shall be deemed to
be cured and no Non-Payment Period will occur, if, as of 12:00
noon, New York City time, by the third Business Day next
45<PAGE>
succeeding any such failure, the Company shall have paid to the
Auction Agent (i) in the case of a failure to pay dividends,
dividends at a rate that will result in a dividend equal to the
full amount of the dividends (whether or not earned or declared)
originally required to be paid for the Dividend Period with
respect to which such failure occurred, plus an amount equal to
the product of (a) 275% of the Applicable AA Composite Commercial
Paper Rate on the date of occurrence of such failure, (b) a
fraction, the numerator of which shall be the actual number of
days during which such failure exists and is not cured in
accordance with this sentence (including the day such failure
occurs and excluding the day such failure is cured) and the
denominator of which shall be 360, and (c) the full amount of the
dividends (whether or not earned or declared) originally required
to be paid for the Dividend Period as to which such failure
occurred, or (ii) in the case of a failure to pay the redemption
price, the full amount of aggregate redemption price for the
shares of New Preferred Stock that have been called for
redemption, plus accumulated and unpaid dividends from the date
of redemption to the date of such cure, plus a premium in an
amount equal to the product of (a) 275% of the Applicable AA
Composite Commercial Paper Rate on the Business Day on which the
Company was required to pay the aggregate redemption price to the
Auction Agent, (b) a fraction, the numerator of which shall be
the number of days during which such failure exists and is not
cured in accordance with this sentence (including the day such
failure occurs and excluding the day such failure is cured) and
the denominator of which shall be 360, and (c) $100,000 per Unit
called for redemption.
Notwithstanding anything to the contrary in this
Resolution, the Applicable Rate for any Dividend Period on the
New Preferred Stock shall not exceed 26% per annum; provided,
however, that if an appropriate amendment to the Articles (the
"Calculation Amendment") is adopted (including without limitation
amendments to paragraph 5(c)(1) of Section A of Article IV of the
Articles and, by reference to said paragraph, to paragraph (2)(d)
of Section B of Article IV of the Articles) to provide a method
for calculating the dividend rate on the Cumulative Preferred
Stock and Cumulative No Par Preferred Stock having dividends
determined on an adjustable, floating or variable rate basis,
then from and after the date the Calculation Amendment becomes
effective and the Company elects to remove such limitation (as
evidenced by delivery to the Auction Agent of a certified copy of
a resolution of the Board of Directors of the Company electing to
remove such limitation and, to the extent required by the laws of
the State of Illinois, the filing of such resolution as a
supplement to this Resolution), the 26% limitation contained in
this paragraph shall cease to be operative, and shall be of no
force and effect.
46<PAGE>
Redemption Provisions
At the option of the Company, shares of New Preferred
Stock may be redeemed out of funds legally available therefor, in
whole or from time to time in part, on any Dividend Payment Date
at a redemption price of $100 per share ($100,000 per Unit), plus
accrued and unpaid dividends, if any, on such share (without
regard to whether any dividends on such share have been declared)
to the date fixed for redemption. Shares of New Preferred Stock
shall be redeemable only in whole Units.
If shares of New Preferred Stock are to be redeemed,
the notice of redemption shall be given to the holders of record
of the New Preferred Stock to be redeemed as provided in
paragraph (4) of Section A of Article IV of the Articles.
The redemption price for shares of New Preferred Stock
to be redeemed shall be paid on the date of such redemption to
the respective holders of record of such shares as the same
appear on the records of the Company.
Other Provisions
The New Preferred Stock shall be issued, sold,
transferred and redeemed only in whole Units.
Notwithstanding anything contained herein to the
contrary, no provision of this resolution which contemplates the
payment of dividends on the New Preferred Stock on Dividend
Payment Dates which are other than the respective dates on which
dividends are paid or payable on all other shares of Cumulative
Preferred Stock or Cumulative No Par Preferred Stock of the
Company shall be of any force or effect unless such provision is
permitted under the applicable laws of the State of Illinois.
47<PAGE>
SECTION II
DEFINITIONS
(a) "Affiliate" shall mean any Persons known to the Auction
Agent to be controlled by, in control of, or under common control
with, the Company.
(b) "Agent Member" shall mean a member of the Securities
Depository that will act on behalf of a Bidder and is identified
as such in such Bidder's Master Purchaser's Letter.
(c) "Applicable AA Composite Commercial Paper Rate", on any
date, shall mean (i) with respect to a 49-day Short-Term Period,
(A) the Interest Equivalent of the 60-day rate on commercial
paper placed on behalf of issuers whose corporate bonds are rated
"AA" by S&P, or the equivalent of such rating by S&P or another
rating agency, as such 60-day rate is made available on a
discount basis or otherwise by the Federal Reserve Bank of New
York for the Business Day immediately preceding such date, or (B)
if the Federal Reserve Bank of New York does not make available
such rate, then the arithmetic average of the Interest Equivalent
of the 60-day rate on commercial paper placed on behalf of such
issuers, and as quoted, on a discount basis or otherwise, to the
Auction Agent for the close of business on the Business Day
immediately preceding such date by the Commercial Paper Dealers
or (ii) with respect to a Quarterly Period or a 13-week
Short-Term Period, the Interest Equivalent of the 90-day rate on
such commercial paper as so determined. If either of the
Commercial Paper Dealers does not quote a rate which is required
to determine the Applicable AA Composite Commercial Paper Rate,
the Applicable AA Composite Commercial Paper Rate shall be
determined on the basis of quotations furnished by the remaining
Commercial Paper Dealer and the Substitute Commercial Paper
Dealer selected by the Company to provide such rate or, if the
Company does not select any such Substitute Commercial Paper
Dealer, solely by the remaining Commercial Paper Dealer. If the
Company adjusts the number of days in any Short-Term Period as a
result of a change in the Minimum Holding Period, then (x) if any
such Short-Term Period shall have 70 or more days but fewer than
85 days, the rate will be the arithmetic average of the Interest
Equivalent of the 60-day and 90-day rates on such commercial
paper and (y) if any such Short-Term Period shall have 85 or more
days but fewer than 99 days, the rate will be the Interest
Equivalent of the 90-day rate on such commercial paper.
(d) "Applicable Rate"shall mean the rate per annum at which
dividends are payable on shares of New Preferred Stock for any
Dividend Period, other than the Initial Dividend Period,
including such rate used during a Non-Payment Period; provided,
however, the Applicable Rate shall be subject to the limitation
of the fourth grammatical paragraph under "Determination of
Dividend Rate" in Section I hereof.
48<PAGE>
(e) "Auction" shall mean each periodic implementation of the
Auction Procedures.
(f) "Auction Agent" shall mean Chemical Bank, or any
successor bank or trust company or other entity entering into an
Auction Agent Agreement with the Company.
(g) "Auction Agent Agreement" shall mean the agreement
between the Company and the Auction Agent which provides, among
other things, that the Auction Agent will follow the Auction
Procedures for the purposes of determining the Applicable Rate
for New Preferred Stock.
(h) "Auction Date" shall mean, with respect to each Dividend
Period (other than the Initial Dividend Period), the Business Day
immediately preceding the commencement of such Dividend Period.
(i) "Auction Procedures" shall mean the procedures for
holding an Auction described in Section III.
(j) "Available Units" shall have the meaning specified in
Paragraph 4(a)(i) of Section III.
(k) "Bid" shall mean a communication to a Broker-Dealer
containing the information set forth in Paragraph 2(a)(i)(B) or
Paragraph 2(a)(ii) of Section III, and "Bids" shall mean,
collectively, every Bid.
(l) "Bidder" shall mean an Existing Holder or a Potential
Holder placing an Order in an Auction.
(m) "Bidders" shall mean all Existing Holders and all
Potential Holders placing Orders in an Auction.
(n) "Broker-Dealer" shall mean, on any date, any
broker-dealer or other entity permitted by law to perform the
functions required of a Broker-Dealer herein which is a member
of, or a participant in, the Securities Depository, which has
been selected by the Company and which has entered into a
Broker-Dealer Agreement with the Auction Agent that is still
effective on such date.
(o) "Broker-Dealer Agreement" shall mean an agreement
between the Auction Agent and a Broker-Dealer pursuant to which
such Broker-Dealer agrees to follow the procedures with respect
to Auctions specified in Section III.
(p) "Business Day" shall mean a day on which the New York
Stock Exchange is open for trading and which is not a day on
which banks in New York City are authorized by law to close.
49<PAGE>
(q) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(r) "Commercial Paper Dealers" shall mean Smith Barney,
Harris Upham & Co. Incorporated and Morgan Stanley & Co.
Incorporated or, in lieu thereof, their respective affiliates or
successors that are engaged in the business of buying or selling
commercial paper.
(s) "Common Stock" shall mean the Company's Common Stock
without par value.
(t) "Cumulative No Par Preferred Stock" shall mean the
Company's Cumulative Preferred Stock without par value.
(u) "Cumulative Preferred Stock" shall mean the Company's
Cumulative Preferred Stock, par value $100 per share.
(v) "Date of Original Issue" shall mean May 4, 1993.
(w) "Default Rate" has the meaning specified in the second
grammatical paragraph under "Determination of Dividend Rate" in
Section I hereof.
(x) "Designated Day" shall mean, with respect to each
Short-Term Period, the day of the week designated by the Board of
Directors of the Company to be the last day of every Short-Term
Period.
(y) "Dividend Payment Date" shall mean the Initial Dividend
Payment Date, a Quarterly Dividend Payment Date or a Short-Term
Dividend Payment Date.
(z) "Dividend Period" shall mean either the Initial Dividend
Period, a Quarterly Period or a Short-Term Period.
(aa) "Dividends-Received Deduction" shall mean the
dividends-received deduction of section 243 (a)(1) of the Code,
which entitles certain corporate taxpayers, under certain
circumstances, to claim a deduction in an amount equal to 70% of
the dividends received on shares of New Preferred Stock.
(ab) "Existing Holder" shall mean a Person who has executed
a Master Purchaser's Letter and who is listed as the beneficial
owner of shares of New Preferred Stock in the records of the
Auction Agent.
(ac) "Hold Order" and "Hold Orders" shall have the
respective meanings specified in Paragraph 2(a)(i)(A) of Section
III.
50<PAGE>
(ad) "Initial Dividend Payment Date" shall mean June 30,
1993.
(ae) "Initial Dividend Period" shall mean the period of time
commencing on the Date of Original Issue and ending on June 29,
1993.
(af) "Interest Equivalent" shall mean the equivalent yield
on a 360-day basis of a discount basis security to an
interest-bearing security.
(ag) "Master Purchaser's Letter" shall mean a letter
addressed to the Company, a remarketing agent, the Auction Agent,
a Broker-Dealer, an Agent Member and other Persons, in which the
executing Person agrees, among other things, to offer to
purchase, to purchase, to offer to sell and to sell shares of New
Preferred Stock as set forth herein.
(ah) "Maximum Rate" shall mean, at any Auction, the rate
obtained by multiplying the Applicable AA Composite Commercial
Paper Rate on the date of such Auction by the applicable
percentage set forth below based on the lower of the credit
rating or ratings assigned to the New Preferred Stock by Moody's
and S&P (or if Moody's or S&P or both shall not make such rating
available, the equivalent of either or both of such ratings by a
Substitute Rating Agency or two Substitute Rating Agencies or in
the event that only one such rating shall be available, the
applicable percentage will be based on such rating).
Notwithstanding the foregoing, the Maximum Rate shall be subject
to the limitation of the fourth grammatical paragraph under
"Determination of Dividend Rate" in Section I hereof.
Credit Rating
_________________________________
Applicable
S&P Moody's Percentage
___ _______ __________
AA- or Above aa3 or Above 150%
A- to A+ a3 to a1 200%
BBB- to BBB+ baa3 or baa1 225%
Below BBB- Below baa3 275%
The Company will take all reasonable action necessary to
enable Moody's and S&P to provide a rating for the New Preferred
Stock. If either Moody's or S&P shall not make such a rating
available, or neither Moody's nor S&P shall make such a rating
available, Smith Barney, Harris Upham & Co. Incorporated and
Morgan Stanley & Co. Incorporated, or their respective affiliates
and successors, after consultation with the Company, will select
51<PAGE>
a nationally recognized securities rating agency (a "Substitute
Rating Agency") or two nationally recognized securities rating
agencies ("Substitute Rating Agencies") to act as a substitute
rating agency or substitute rating agencies, as the case may be.
(ai) "Minimum Holding Period" shall mean, on any date, the
number of days in the minimum holding period required on such
date for qualifying taxpayers to be entitled to the
Dividends-Received Deduction (under most circumstances such
period is currently 46 days under section 246(c) of the Code).
(aj) "Minimum Rate" shall mean, on any Auction Date, the
rate equal to 58% of the Applicable AA Composite Commercial Paper
Rate in effect on such Auction Date; provided, however, the
Minimum Rate shall be subject to the limitation of the fourth
grammatical paragraph under "Determination of Dividend Rate" in
Section I hereof.
(ak) "Moody's" shall mean Moody's Investors Service, Inc. or
its successor.
(al) "Non-Payment Period" has the meaning specified in the
second grammatical paragraph under "Determination of Dividend
Rate" in Section I hereof.
(am) "Order" shall mean a Bid, a Hold Order or a Sell Order.
(an) "Orders" shall mean, collectively, the Bids, the Hold
Orders and the Sell Orders.
(ao) "Outstanding Units" shall mean Units comprised of
shares of New Preferred Stock previously issued by the Company
except, without duplication, (i) any shares previously canceled
or delivered to the Auction Agent for cancellation or redeemed or
deemed to have been redeemed by the Company, (ii) any shares as
to which the Company or any Affiliate shall be an Existing
Holder, and (iii) any shares represented by any certificate in
lieu of which a new certificate has been executed and delivered
by the Company.
(ap) "Person" shall mean an individual, a partnership, a
corporation, a trust, an unincorporated association, a joint
venture or other entity or a government or any agency or
political subdivision thereof.
(aq) "Potential Holder" shall mean any Person, including any
Existing Holder, (i) who shall have executed a Master Purchaser's
Letter and (ii) who may be a prospective purchaser of one or more
Units (or, in the case of an Existing Holder, additional Units).
52<PAGE>
(ar) "Quarterly Dividend Payment Date" shall mean for each
Quarterly Period the last day of March, June, September or
December which is the day after the last day of such Quarterly
Period, unless such last day of the month is not a Business Day,
in which case the Quarterly Dividend Payment Date shall be the
Business Day following such day.
(as) "Quarterly Period" shall mean a period of three months
which commences on the day following the last day of the
immediately preceding Dividend Period and ends on the day prior
to the last day of each March, June, September or December next
succeeding.
(at) "Remaining Units" shall have the meaning specified in
Paragraph 5(a)(iv) of Section III.
(au) "S&P" shall mean Standard & Poor's Corporation or its
successor.
(av) "Securities Depository" shall mean The Depository Trust
Company and its successors and assigns or any other securities
depository selected by the Company which agrees to follow the
procedures required to be followed by such securities depository
in connection with shares of New Preferred Stock.
(aw) "Sell Order" and "Sell Orders" shall have the
respective meanings specified in Paragraph 2(a)(i)(C) of Section
III.
(ax) "Short-Term Dividend Payment Date" shall mean for each
Short-Term Period the day after the last day of such Short-Term
Period; provided that with respect to any such day (i) if such
day and the last day of such Short-Term Period are Business Days
but the day after such day is not a Business Day, then the
Short-Term Dividend Payment Date will be the last day of such
Short-Term Period and (ii) if (A) such day is not a Business Day
or (B) such day is a Business Day but both the day after and the
day before such day are not Business Days, then the Short-Term
Dividend Payment Date shall be the first Business Day before such
day that is immediately followed by a Business Day; provided
further that if any Short-Term Dividend Payment Date so set would
occur in a number of days after the immediately preceding
Dividend Payment Date that would be less than the number of days
in the then current Minimum Holding Period, the Short-Term
Dividend Payment Date shall be the next Business Day that (x) is
at least the number of days after the immediately preceding
Dividend Payment Date which equals the then current Minimum
Holding Period and (y) is immediately followed by a Business Day;
and provided further that where the application of the foregoing
principles would result in two consecutive Auction Dates with
respect to 13-week Short-Term Periods occurring within 85
consecutive days, such Short-Term Dividend Payment Date shall be
53<PAGE>
changed so that the immediately preceding Auction Date will occur
on the first Business Day after such 85th day.
(ay) "Short-Term Period" shall mean (i) for the initial
Short-Term Period, the period commencing on the day following the
preceding Quarterly Period and ending on the Designated Day,
which will be no earlier than the 46th day and no later than the
98th Day after the last day of the preceding Quarterly Period and
(ii) for each subsequent Short-Term Period the period commencing
on the day after the last day of such preceding Short-Term Period
and ending (x) on the Designated Day in the seventh week
thereafter, in the case of a 49-day Short-Term Period, or (y) on
the Designated Day in the thirteenth week thereafter, in the case
of a 13-week Short-Term Period (in each case, subject to
adjustment for a change in the Minimum Holding Period) and
provided that, in the event of an adjustment to the Short-Term
Dividend Payment Date for any Short-Term Period pursuant to the
provisos in the definition of Short-Term Dividend Payment Date,
such Short-Term Period shall be extended or shortened, as the
case may be, so as to end on the last day immediately preceding
such Short-Term Dividend Payment Date.
(az) "Submission Deadline" shall mean 1:00 P.M., New York
City time, on any Auction Date or such other time on any Auction
Date by which Broker-Dealers are required to submit Orders to the
Auction Agent as specified by the Auction Agent from time to
time.
(ba) "Submitted Bid" and "Submitted Bids" shall have the
respective meanings specified in Paragraph 4(a) of Section III.
(bb) "Submitted Hold Order" and "Submitted Hold Orders"
shall have the respective meanings specified in Paragraph 4(a) of
Section III.
(bc) "Submitted Order" and "Submitted Orders" shall have the
respective meanings specified in paragraph 4(a) of Section III.
(bd) "Submitted Sell Order" and "Submitted Sell Orders"
shall have the respective meanings specified in Paragraph 4(a) of
Section III.
(be) "Substitute Commercial Paper Dealer" shall mean any
commercial paper dealer that is a leading dealer in the
commercial paper market which the Company may appoint from time
to time with the consent of a Broker-Dealer or, in lieu thereof
such commercial paper dealer's affiliates or successors.
(bf) "Substitute Rating Agencies" has the meaning specified
under the definition of "Maximum Rate" above.
54<PAGE>
(bg) "Substitute Rating Agency" has the meaning specified
under the definition of "Maximum Rate" above.
(bh) "Sufficient Clearing Bids" shall have the meaning
specified in Paragraph 4(a) of Section III.
(bi) "Unit" shall mean 1,000 shares of New Preferred Stock.
(bj) "Winning Bid Rate" shall have the meaning specified in
Paragraph 4(a)(iii) of Section III.
SECTION III
AUCTION PROCEDURES
1. Definitions
Each capitalized term used in Section I or in this Section
III and not otherwise defined herein shall have the meaning
ascribed to it in Section II.
2. Orders by Existing Holders and Potential Holders.
(a) Prior to the Submission Deadline on each Auction Date:
(i) each Existing Holder may submit by telephone to a
Broker-Dealer information as to:
(A) the number of Outstanding Units, if any, held
by such Existing Holder that such Existing Holder
desires to continue to hold for the next Dividend
Period without regard to the rate determined by the
Auction Procedures (a "Hold Order", collectively "Hold
Orders");
(B) the number of Outstanding Units, if any, that
such Existing Holder desires to continue to hold for
the next Dividend Period, provided that the rate
determined by the Auction Procedures shall not be less
than the rate per annum specified by such Existing
Holder; and/or
(C) the number of Outstanding Units, if any, held
by such Existing Holder that such Existing Holder
offers to sell without regard to the rate determined by
the Auction Procedures for the next Dividend Period (a
"Sell Order", collectively "Sell Orders"); and
(ii) each Broker-Dealer, using a list of Potential
Holders, in good faith for the purpose of conducting a
competitive Auction in a commercially reasonable manner,
shall contact Potential Holders, including Persons that are
55<PAGE>
not Existing Holders, on such list to determine the
number of Outstanding Units, if any, that each such
Potential Holder offers to purchase, provided that the
rate determined by the Auction Procedures for the next
Dividend Period shall not be less than the rate per
annum specified by such Potential Holder.
(b) On any Auction Date, (i) a Bid submitted by an Existing
Holder shall constitute an irrevocable offer to sell:
(A) the number of Outstanding Units specified in
such Bid if the rate determined by the Auction
Procedures on such Auction Date shall be less than the
rate specified in such Bid; or
(B) such number or a lesser number of Outstanding
Units to be determined as set forth in Paragraph
5(a)(iv), if the rate determined by the Auction
Procedures on such Auction Date shall be equal to the
rate specified in such Bid; or
(C) a lesser number of Outstanding Units than was
specified in such Bid, to be determined as set forth in
Paragraph 5(b)(iii), if the rate specified in such Bid
shall be higher than the Maximum Rate and Sufficient
Clearing Bids do not exist.
(ii) a Sell Order by an Existing Holder shall
constitute an irrevocable offer to sell:
(A) the number of Outstanding Units specified in
such Sell Order; or
(B) such number or a lesser number of Outstanding
Units as set forth in Paragraph 5(b)(iii) if Sufficient
Clearing Bids do not exist.
(iii) a Bid by a Potential Holder shall constitute an
irrevocable offer to purchase:
(A) the number of Outstanding Units specified in
such Bid if the rate determined by the Auction
Procedures on such Auction Date shall be higher than
the rate specified in such Bid; or
(B) such number or a lesser number of Outstanding
Units as set forth in Paragraph 5(a)(v) if the rate
determined by the Auction Procedures on such Auction
Date shall be equal to the rate specified in such Bid.
(c) On each Auction Date, the Auction Agent shall determine
the Applicable AA Composite Commercial Paper Rate, the Maximum
56<PAGE>
Rate and the Minimum Rate and shall notify the Company and each
Broker-Dealer of each such rate not later than 9:30 A.M. on such
Auction Date or such other time on such Auction Date as specified
by the Auction Agent with the consent of the Company (which
consent shall not be unreasonably withheld).
3. Submission of Orders by Broker-Dealers to the Auction Agent.
(a) Each Broker-Dealer shall submit in writing to the
Auction Agent prior to the Submission Deadline on each Auction
Date all Orders obtained by such Broker-Dealer and specifying
with respect to each Order:
(i) the name of the Bidder placing such Order;
(ii) the aggregate number of Units subject to such
Order;
(iii) to the extent that such Bidder is an Existing
Holder;
(A) the number of Units, if any subject to any
Hold Order placed by such Existing Holder;
(B) the number of Units, if any, subject to any
Bid placed by such Existing Holder and the rate
specified in such Bid; and
(C) the number of Units, if any, subject to any
Sell Order placed by such Existing Holder; and
(iv) to the extent that such Bidder is a Potential
Holder, the number of Units and the rate as specified in
such Potential Holder's Bid.
(b) If any rate specified in any Bid contains more than
three figures to the right of the decimal point, the Auction
Agent shall round such rate up to the next highest one-thousandth
(.001) of 1%.
(c) If for any reason, an Order or Orders covering all the
Outstanding Units held by any Existing Holder is not submitted to
the Auction Agent prior to the Submission Deadline, the Auction
Agent shall deem a Hold Order to have been submitted on behalf of
such Existing Holder covering the number of Outstanding Units
held by such Existing Holder and not subject to Orders submitted
to the Auction Agent.
(d) If one or more Orders by an Existing Holder covering in
the aggregate more than the number of Outstanding Units held by
57<PAGE>
such Existing Holder are submitted to the Auction Agent by one or
more Broker-Dealers on behalf of such Existing Holder, such
Orders shall be considered valid as follows and in the following
order of priority:
(i) any Hold Orders submitted on behalf of such
Existing Holder shall be considered valid up to and
including, in the aggregate, the number of Outstanding Units
held by such Existing Holder; provided that, if more than
one Hold Order is submitted on behalf of such Existing
Holder and the number of Units subject to such Hold Orders
exceeds the number of Outstanding Units held by such
Existing Holder, the number of Units subject to such Hold
Orders shall be reduced pro rata so that such Hold Orders
shall cover only the number of Outstanding Units held by
such Existing Holder.
(ii) (A) any Bid submitted on behalf of an Existing
Holder shall be considered valid up to and including
the excess of the number of Outstanding Units held by
such Existing Holder over the number of Units subject
to valid Hold Orders of such Existing Holder referred
to in Paragraph 3(d)(i);
(B) subject to Paragraph 3(d)(ii)(A), if more
than one Bid with the same rate is submitted on behalf
of such Existing Holder and the aggregate number of
Outstanding Units subject to such Bids is greater than
the excess referred to in Paragraph 3(d)(ii)(A), such
Bids shall be considered valid up to the amount of such
excess and the number of Units subject to such Bids
shall be reduced pro rata so that such Bids shall cover
only the number of Units equal to such excess;
(C) subject to Paragraph 3(d)(ii)(A), if more
than one Bid with different rates is submitted on
behalf of such Existing Holder, such Bids shall be
considered valid in their entirety up to the excess
referred to in Paragraph 3(d)(ii)(A) in the ascending
order of their respective rates; and
(D) in any such event specified in this Paragraph
3(d)(ii), the number, if any, of such Units subject to
Bids not valid under this Paragraph 3(d)(ii) shall be
treated as subject to a Bid by a Potential Holder; and
(iii) any Sell Order shall be considered valid up to and
including, in the aggregate, the excess of the number of
Outstanding Units held by such Existing Holder over the sum
of the Units subject to valid Hold Orders of such Existing
58<PAGE>
Holder referred to in Paragraph 3(d)(i) and valid Bids
by such Existing Holder referred to in Paragraph
3(d)(ii).
(e) In any Auction, if more than one Bid is submitted on
behalf of any Potential Holder, each Bid submitted shall be a
separate Bid with the rate and number of Units specified therein.
(f) Orders by Existing Holders and Potential Holders must
specify a whole number of Units. An Order that does not specify a
whole number of Units will not be considered a Submitted Order
for purposes of the Auction.
4. Determination of Sufficient Clearing Bids, Winning Bid Rate
and Applicable Rate.
(a) Not earlier than the Submission Deadline on each
Auction Date, the Auction Agent shall assemble all Orders
submitted to it by the Broker-Dealers (each such Order as
submitted or deemed submitted to it by the Broker-Dealers is
referred to herein individually as a "Submitted Hold Order", a
"Submitted Bid" or a "Submitted Sell Order", as the case may be,
or as a "Submitted Order", and collectively as "Submitted Hold
Orders", "Submitted Bids" or "Submitted Sell Orders", as the case
may be, or as "Submitted Orders") and shall determine:
(i) the excess of the total number of Outstanding
Units over the number of Outstanding Units subject to
Submitted Hold Orders (the "Available Units");
(ii) from the Submitted Orders, whether the number of
Outstanding Units subject to Submitted Bids by Existing
Holders and Potential Holders specifying one or more rates
equal to or lower than the Maximum Rate exceeds or is equal
to the sum of (A) the number of Outstanding Units subject to
Submitted Bids by Existing Holders specifying one or more
rates higher than the Maximum Rate and (B) the number of
Outstanding Units subject to Submitted Sell Orders;
(in the event of such excess or such equality (other than because
the number of Units specified in each of Paragraphs 4(a)(i) and
4(a)(ii) is zero because all the Outstanding Units are subject to
Submitted Hold Orders), such Submitted Bids in Paragraph 4(a)(ii)
are herein referred to collectively as "Sufficient Clearing
Bids"); and
(iii) if Sufficient Clearing Bids exist, the lowest rate
specified in the Submitted Bids (the "Winning Bid Rate")
which if
(A) each Submitted Bid from Existing Holders
specifying such Winning Bid Rate and all other
59<PAGE>
Submitted Bids from Existing Holders
specifying lower rates were accepted, thus
entitling such Existing Holders to continue
to hold the Outstanding Units subject to such
Submitted Bids; and
(B) each Submitted Bid from Potential Holders
specifying such Winning Bid Rate and all other
Submitted Bids from Potential Holders specifying lower
rates were accepted, thus requiring the Potential
Holders to purchase the Outstanding Units subject to
such Submitted Bids;
would result in such Existing Holders described in Paragraph
4(a)(iii)(A) continuing to hold an aggregate number of
Outstanding Units that, when added to the number of
Outstanding Units to be purchased by such Potential Holders
described in Paragraph 4(a)(iii)(B), would at least equal
the Available Units.
(b) in connection with any Auction and promptly after the
Auction Agent has made the determinations pursuant to Paragraph
4(a), the Auction Agent shall advise the Company of the
applicable AA Composite Commercial Paper Rate and the Maximum
Rate and, based on such determinations, of the Applicable Rate
for the next Dividend Period and such other information as
follows:
(i) if Sufficient Clearing Bids exist, that the
Applicable Rate for the next Dividend Period shall be equal
to the Winning Bid Rate so determined;
(ii) if Sufficient Clearing Bids do not exist (other
than because all the Outstanding Units are subject to
Submitted Hold Orders), that the Applicable Rate for the
next Dividend Period shall be equal to the Maximum Rate; or
(iii) if all the Outstanding Units are subject to
Submitted Hold Orders, that the Applicable Rate for the next
Dividend Period shall be equal to the Minimum Rate.
5. Acceptance and Rejection of Submitted Bids and Submitted
Sell Orders and Allocation of Units.
Based on the determinations made pursuant to paragraph 4(a),
the Submitted Bids and Submitted Sell Orders shall be accepted or
rejected and the Auction Agent shall take such other action as
set forth below:
a) if Sufficient Clearing Bids have been made, subject to
the provisions of Paragraphs 5(d) and 5(e), Submitted Bids and
Submitted Sell Orders shall be accepted or rejected in the
60<PAGE>
following order of priority and all other Submitted Bids shall be
rejected:
(i) the Submitted Sell Orders of each Existing Holder
shall be accepted and the Submitted Bids of each Existing
Holder specifying any rate that is higher than the Winning
Bid Rate shall be rejected, thus requiring each such
Existing Holder to sell the Outstanding Units subject to
such Sell Orders or Submitted Bids;
(ii) the Submitted Bids of each Existing Holder
specifying any rate that is lower than the Winning Bid Rate
shall be accepted, thus entitling each such Existing Holder
to continue to hold the Outstanding Units subject to such
Submitted Bids;
(iii) the Submitted Bids of each Potential Holder
specifying any rate that is lower than the Winning Bid Rate
shall be accepted, thus requiring each such Potential Holder
to purchase the number of Outstanding Units subject to such
Submitted Bids;
(iv) the Submitted Bids of each Existing Holder
specifying a rate that is equal to the Winning Bid Rate
shall be accepted, thus entitling such Existing Holder to
continue to hold the Outstanding Units subject to each such
Submitted Bid, unless the number of Outstanding Units
subject to all such Submitted Bids of Existing Holders shall
be greater than the number of Outstanding Units (the
"Remaining Units") equal to the excess of the Available
Units over the number of Outstanding Units subject to
Submitted Bids described in Paragraph 5(a)(ii) and
5(a)(iii), in which event the Submitted Bids of each such
Existing Holder shall be rejected, and each such Existing
Holder shall be required to sell its Units, but only in an
amount equal to the difference between (A) the number of
Outstanding Units then held by such Existing Holder subject
to such Submitted Bid and (B) the number of Outstanding
Units obtained by multiplying (x) the number of Remaining
Units by (y) a fraction (the numerator of which shall be the
number of Outstanding Units held by such Existing Holder
subject to such Submitted Bid and the denominator of which
shall be the sum of the number of Outstanding Units subject
to such Submitted Bids made by all such Existing Holders
that specified a rate equal to the Winning Bid Rate); and
(v) the Submitted Bid of each Potential Holder
specifying a rate that is equal to the Winning Bid Rate
shall be accepted, but only in an amount equal to the number
of Outstanding Units obtained by multiplying the difference
between the Available Units and the number of Outstanding
Units subject to Submitted Bids described in Paragraphs
61<PAGE>
5(a)(ii), 5(a)(iii) and 5(a)(iv) by a fraction (the
numerator of which shall be the number of Outstanding
Units subject to such Submitted Bid of such Potential
Holder and the denominator of which shall be the sum of
the number of Outstanding Units subject to Submitted
Bids that specified rates equal to the Winning Bid Rate
submitted by all such Potential Holders).
(b) If Sufficient Clearing Bids have not been made (other
than because all the Outstanding Units are subject to Submitted
Hold Orders), subject to the provisions of Paragraph 5(d),
Submitted Orders shall be accepted or rejected in the following
order of priority and all other Submitted Bids shall be rejected:
(i) the Submitted Bids of each Existing Holder
specifying any rate that is equal to or lower than the
Maximum Rate shall be accepted, thus entitling such Existing
Holder to continue to hold the Outstanding Units subject to
such Submitted Bids;
(ii) the Submitted Bids of each Potential Holder
specifying any rate that is equal to or lower than the
Maximum Rate shall be accepted, thus requiring such
Potential Holder to purchase the Outstanding Units subject
to such Submitted Bids; and
(iii) the Submitted Bids of each Existing Holder
specifying any rate that is higher than the Maximum Rate
shall be rejected, and each Submitted Sell Order of each
Existing Holder shall be accepted, thus requiring such
Existing Holder to sell the Outstanding Units subject to
each such Submitted Bid or Submitted Sell Order, in both
cases only in an amount equal to the difference between (A)
the number of Outstanding Units then held by such Existing
Holder subject to such Submitted Bid or Submitted Sell Order
and (B) the number of Outstanding Units obtained by
multiplying (x) the difference between the Available Units
and the aggregate number of Outstanding Units subject to
Submitted Bids described in Paragraphs 5(b)(i) and 5(b)(ii)
by (y) a fraction (the numerator of which shall be the
number of Outstanding Units held by such Existing Holder
subject to such Submitted Bid or Submitted Sell Order and
the denominator of which shall be the number of Outstanding
Units subject to all such Submitted Bids and Submitted Sell
Orders of Existing Holders).
(c) If all the Outstanding Units are subject to Submitted
Hold Orders, all Submitted Bids shall be rejected.
(d) If, as a result of the procedures described in
Paragraph 5(a) or 5(b), any Existing Holder would be entitled to
62<PAGE>
hold or required to sell, or any Potential Holder would be
required to purchase, a fraction of a Unit on any Auction Date,
the Auction Agent shall, in such manner as it shall determine in
its sole discretion, round up or down the number of Units to be
held or sold by any Existing Holder or purchased by any Potential
Holder on such Auction Date so that the number of Units held or
sold by each Existing Holder or purchased by any Potential Holder
on such Auction Date shall be a whole number of Units.
(e) If, as a result of the procedures described in
Paragraph 5(a), any Potential Holder would be entitled or
required to purchase less than a whole Unit on any Auction Date,
the Auction Agent shall, in such manner as it shall determine in
its sole discretion, allocate Units for purchase among Potential
Holders so that only whole Units are purchased on such Auction
Date by any Potential Holder, even if such allocation results in
one or more of such Potential Holders not purchasing any Units on
such Auction Date.
(f) Based on the results of each Auction, the Auction Agent
shall determine the aggregate number of Outstanding Units to be
purchased and the aggregate number of Outstanding Units to be
sold by Potential Holders and Existing Holders on whose behalf
each Broker-Dealer submitted Bids or Sell Orders and, with
respect to each Broker-Dealer, to the extent that such aggregate
numbers of Units to be sold differ, determine to which other
Broker-Dealer or Broker-Dealers acting for one or more purchasers
such Broker-Dealer shall deliver, or from which other
Broker-Dealer or Broker-Dealers acting for one or more sellers
such Broker-Dealer shall receive, as the case may be, such Units.
6. Miscellaneous.
(a) So long as the Applicable Rate is based on the results
of an Auction, an Existing Holder (i) may sell, transfer or
otherwise dispose of shares of New Preferred Stock only in whole
Units and only pursuant to a Bid or Sell Order in accordance with
the procedures described herein, or to or through a Broker-Dealer
or to a Person that has delivered a signed copy of a Master
Purchaser's Letter to the Auction Agent; provided that, in the
case of all transfers other than pursuant to Auctions, such
Existing Holder or its Broker-Dealer or its Agent Member advises
the Auction Agent of such transfer, and (ii) shall have the
ownership of shares of New Preferred Stock held by it maintained
in book-entry form by the Securities Depository in the account of
its Agent Member, which in turn will maintain records of such
Existing Holder's beneficial ownership.
(b) Neither the Company nor any Affiliate may submit an
Order in any Auction.
(c) All references to time of day refer to New York City
time.
63<PAGE>
(d) During a Non-Payment Period and during any period in
which there shall not be a Securities Depository, shares of New
Preferred Stock may be registered for transfer or exchange only
in whole Units and new certificates issued upon surrender of the
old certificates properly endorsed for transfer with (i) all
necessary endorsers' signatures guaranteed in such manner and
form as the Auction Agent (or such other transfer agent or
registrar) may require by a guarantor reasonably believed by the
Auction Agent (or such other transfer agent or registrar) to be
responsible, (ii) accompanied by such assurances as the Auction
Agent (or such other transfer agent or registrar) shall deem
necessary or appropriate to evidence the genuineness and
effectiveness of each necessary endorsement and (iii)
satisfactory evidence of compliance with all applicable laws
relating to the collection of taxes or funds necessary for the
payment of such taxes.
(e) During a Non-Payment Period the Company or an
Affiliate, at the option of the Company, may perform any of the
functions to be performed by the Auction Agent or the Securities
Depository set forth herein.
(f) The Board of Directors of the Company may interpret the
provisions of these Auction Procedures to resolve any
inconsistency or ambiguity which may arise or be revealed in
connection herewith, and, if such inconsistency or ambiguity
reflects an inaccurate provision hereof, the Board of Directors
of the Company may, in appropriate circumstances, authorize the
filing of a corrected Statement of Resolution Establishing
Series.
AND FURTHER RESOLVED, that prior to the issuance of any
shares of the New Preferred Stock the Company shall execute and
file (or cause to be filed) in the office of the Secretary of the
State of Illinois such statement or certificate with respect to
the New Preferred Stock as is required by The Business
Corporation Act of Illinois, and, after such filing of said
statement or certificate, the officers of the Company shall cause
the duplicate original thereof, when returned to the Company by
the Secretary of State, to be filed and recorded in the office of
the Recorder of Deeds of the county in which the registered
office of the Company is situated.
B. CUMULATIVE NO PAR PREFERRED STOCK
(1) The authorized shares of Cumulative No Par Preferred
Stock (including all shares of such stock at any time having the
status of authorized and unissued shares of such stock) may be
divided into and issued in one or more series as the Board of
Directors of the corporation shall from time to time authorize.
Each series shall be designated so as to distinguish the shares
64<PAGE>
thereof from the shares of all other series, and all shares of
the Cumulative No Par Preferred Stock irrespective of series
shall be identical except as to variations between different
series in the relative rights and preferences thereof as
permitted or contemplated by the next succeeding sentence of this
paragraph (1). Authority is hereby expressly vested in the Board
of Directors of the corporation to establish out of the
authorized and unissued shares of Cumulative No Par Preferred
Stock one or more series thereof and to fix and determine the
following relative rights and preferences of the shares of any
such series:
(a) the rate or rates of dividend, which may be
expressed in terms of a fixed rate or rates or formula or
other method by which such rate or rates shall be calculated
or ascertained from time to time, and the dividend periods,
including the date or dates on which such dividends may be
payable;
(b) the prices at which, and the terms and conditions
on which, shares of such series may be redeemed;
(c) the amount payable upon shares of such series in
the event of the involuntary liquidation, dissolution or
winding up of the corporation and the amount payable upon
shares of such series in the event of the voluntary
liquidation, dissolution or winding up of the corporation;
(d) sinking fund provisions, if any, for the redemption
or purchase of shares of such series; and
(e) the terms and conditions on which shares of such
series may be converted, if such shares are issued with the
privilege of conversion;
subject, however, to such restrictions as are, or may be, from
time to time provided by law or contained in the Articles of
Incorporation of the corporation or amendments thereto.
Shares of any series of Cumulative No Par Preferred Stock
may be issued for such consideration, not less than the aggregate
preferential amount, other than accrued dividends, payable upon
such shares in the event of the involuntary liquidation,
dissolution or winding up of the corporation, as may be fixed by
the Board of Directors prior to the time of such issuance and,
except as otherwise determined by the Board of Directors in
accordance with the provisions of the law of the State of
Illinois applicable thereto, the entire amount of such
consideration shall constitute stated capital in respect of such
shares.
65<PAGE>
(2) The provisions heretofore set forth (a) in paragraph (2)
[other than the reference in the first sentence of said paragraph
(2) to the "par value" of the Cumulative Preferred Stock, which
for purposes of the Cumulative No Par Preferred Stock shall be
deemed to be a reference to the stated value of the Cumulative No
Par Preferred Stock and other than the provisions of the seventh
sentence of said paragraph (2)], (b) in paragraph (3) [other than
those provisions of the first sentence of said paragraph (3)
specifying the amount payable to holders of shares of Cumulative
Preferred Stock in the event of the liquidation, dissolution or
winding up of the corporation], (c) in paragraph (4) [other than
those provisions of the first sentence of said paragraph (4)
specifying the specific redemption prices of the shares of each
of the various series of the Cumulative Preferred Stock], and (d)
in paragraphs (5) through (8), inclusive, of Section A of this
ARTICLE IV shall be applicable in all respects to the Cumulative
No Par Preferred Stock and any reference in any of said
paragraphs to "Cumulative Preferred Stock" shall in each instance
include, within the meaning of that term, the Cumulative No Par
Preferred Stock.
The preferential amount, other than accrued dividends,
payable on any share of Cumulative No Par Preferred Stock in the
event of the involuntary liquidation, dissolution or winding up
of the corporation shall constitute the "stated value" in respect
of such share for all purposes of this ARTICLE IV. The stated
value of each share of each series of Cumulative No Par Preferred
Stock shall be fixed by the Board of Directors of the corporation
in the resolution establishing such series.
C. COMMON STOCK
Shares without par value of Common Stock may be issued by
the corporation from time to time for such consideration, as
provided by law, as may be fixed from time to time by the Board
of Directors of the corporation.
D. GENERAL PROVISIONS
(1) No holder of capital stock of the corporation shall have
a preemptive right to purchase, acquire or subscribe to any
capital stock or other securities issued or sold by the
corporation, including any such capital stock or other securities
now or hereafter authorized.
(2) The term "accrued dividends" shall be deemed to mean, in
respect of any share of Cumulative Preferred Stock or Cumulative
No Par Preferred Stock as of any given date, the amount of divi-
dends payable on such share, computed, at the dividend rate or
rates applicable to such share, from the date on which dividends
thereon became cumulative to and including such given date, less
the aggregate amount of all dividends which have been paid or
66<PAGE>
which have been declared and set apart for payment on such share.
Accumulations of dividends shall not bear interest.
(3) The corporation reserves the right to increase or
decrease its authorized capital stock, or any class or series
thereof, or to reclassify the same and to amend, alter, change or
repeal any provision contained in its Articles of Incorporation,
or in any amendment thereto, in the manner now or hereafter
prescribed by law, but subject to such conditions and limitations
as are hereinbefore prescribed, and all rights conferred upon
stockholders in the Articles of Incorporation of the corporation,
or any amendment thereto, are granted subject to this
reservation.
(4) Except as otherwise expressly set forth in the Articles
of Incorporation of the corporation or as specifically required
by law, any amendment to the Articles of Incorporation of the
corporation requiring approval of shareholders shall be adopted
upon receiving the affirmative vote of the holders of a majority
of the outstanding shares entitled to vote on the amendment and a
majority of the outstanding shares of each class or series of
shares, if any, entitled to vote as a class on the amendment.
ARTICLE V
The corporation shall have and may exercise all the powers,
rights and privileges which it is entitled to have and to
exercise under the law of the State of Illinois; provided that
the corporation shall not have or exercise the power to lease,
exchange or sell all of its assets except upon the affirmative
vote of the record holders of at least two-thirds of all of the
outstanding capital stock of the corporation.
ARTICLE VI
The corporation was incorporated under the name of Central
Illinois Public Service Company on September 1, 1923, as a result
of the consolidation, effective as of said date, of Central
Illinois Public Service Company and Middle West Power Company. As
of the date of adoption of these Restated and Amended Articles of
Incorporation, the address of the corporation's registered office
in the State of Illinois is 700 Jersey Street, Quincy (Adams
County), Illinois 62301, and the name of the corporation's
registered agent at said address is Reginald R. Ankrom. The
number of shares of each class issued on the date of filing these
Restated and Amended Articles of Incorporation is 25,452,373
shares of Common Stock, 800,000 shares of Cumulative Preferred
Stock and no shares of Cumulative No Par Preferred Stock and the
paid-in capital of the corporation as of such date is
$201,281,893.58. These Restated and Amended Articles of
Incorporation are a restatement of the Articles of Incorporation
of the corporation, as heretofore and hereby amended.
67
EXHIBIT 3(c)
BYLAWS
OF
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
ARTICLE I
SHARES AND TRANSFERS
Section 1. Each holder of duly paid shares of the Company
shall be entitled to a certificate or certificates stating the
number and class of shares owned by such holder. Such
certificates shall be signed by the appropriate officers of the
Company (which, in the absence of contrary action by the Board,
shall be the President or any Vice President and the Secretary or
any Assistant Secretary of the Company); shall be sealed with the
corporate seal of the Company, which seal may be facsimile; and
shall be countersigned by a Transfer Agent, and countersigned and
registered by a Registrar, appointed by the Board. If a
certificate is countersigned by a Transfer Agent and
countersigned and registered by a Registrar, other (in each case)
than the Company itself or its employee, the signature of either
or both of such officers of the Company, and the countersignature
of any such Transfer Agent or its officer or employee, may be
facsimiles. In case any officer of the Company, or any officer
or employee of a Transfer Agent, who has signed or whose
facsimile signature has been placed upon any such certificate
shall cease to be an officer of the Company or an officer or an
employee of the Transfer Agent, as the case may be, before such
certificate is issued, the certificate may be issued by the
Company with the same effect as if such officer of the Company or
such officer or employee of the Transfer Agent had not ceased to
be such at the date of issue of such certificate.
Section 2. Shares shall be transferable only on the books
of the Company and upon proper endorsement and surrender of the
outstanding certificate or certificates representing such shares.
If an outstanding certificate shall be lost, destroyed or stolen,
the holder thereof may have a new certificate upon producing
evidence satisfactory to the Company of such loss, destruction or
theft and upon furnishing to the Company, the Transfer Agent and
the Registrar indemnity deemed sufficient by the Company.
Section 3. Notwithstanding the foregoing provisions of this
Article I, the Board of Directors may also provide by resolution
that some or all of any or all classes and series of its shares
shall be uncertificated shares, provided that such resolution
shall not apply to shares represented by a certificate until such
certificate is surrendered to the Company. Except as otherwise
provided by statute, the rights and obligations of the holders of
uncertificated shares and the rights and obligations of the
holders of certificates representing shares of the same class and
series shall be identical.
68<PAGE>
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. The annual meeting of the shareholders shall be
held on the fourth Wednesday in April of each year (or if such
day shall be a legal holiday in Illinois then upon the following
day) or upon such other day determined by resolution of the Board
of Directors. Each such regular annual meeting shall be held at
such time and at such location, within or without the State of
Illinois, as the Board of Directors shall order. At such annual
meeting, a board of directors shall be elected and such other
business shall be transacted as may properly come before such
meeting.
Section 2. Special meetings of the shareholders may be
called by the President, by the Board of Directors, by the
holders of not less than one-fifth of all the outstanding shares
entitled to vote on the matter for which the meeting is called,
or in such other manner as may be provided by statute. Each such
special meeting shall be held at such location, within or without
the State of Illinois, as the Board of Directors shall order.
Section 3. Written notice of the place, day and hour of
each meeting of shareholders and, in the case of a special
meeting, the purpose or purposes for which the meeting is called,
shall be given to each shareholder of record entitled to vote at
such meeting. Such notice shall be sent by mail to each such
shareholder, at the address of such shareholder as it appears on
the records of the Company, not less than ten days or more than
sixty days before the date of the meeting, except in cases where
some other special method of notice may be required by statute,
in which case the statutory method shall be followed. Notice of
any meeting of the shareholders may be waived by any shareholder.
Attendance of a shareholder (either in person or by proxy) at any
meeting shall constitute waiver of notice thereof unless the
shareholder (in person or by proxy, as the case may be) at the
meeting objects to the holding of the meeting because proper
notice was not given.
Section 4. At any shareholders' meeting a majority of the
shares outstanding and entitled to vote on the matter (excluding
such shares as may be owned by the Company) must be represented
(either in person or by proxy) in order to constitute a quorum
for consideration of such matter, but the shareholders
represented at any meeting, though less than a quorum, may
adjourn the meeting to some other day or sine die. If a quorum
is present (either in person or by proxy) at a shareholders'
meeting, the affirmative vote of the holders of the majority of
shares represented at the meeting and entitled to vote on a
matter shall be the act of the shareholders, unless the vote of a
69<PAGE>
greater number or voting by classes shall be required by law or
the Articles of Incorporation.
Section 5. The President and Secretary of the Company shall
act as Chairman and Secretary, respectively, of each
shareholders' meeting, unless the shareholders represented at the
meeting shall otherwise decide.
ARTICLE III
BOARD OF DIRECTORS
Section 1. The business and affairs of the Company shall be
managed by or under the direction of the Board of Directors
consisting of not less than seven or more than twelve members.
The exact number of directors within the minimum and maximum
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 entire Board of
Directors. The Board of Directors shall be elected at each
annual meeting of the shareholders, but, if for any reason the
election shall not be held at an annual meeting, it may be
subsequently held at any special meeting of the shareholders
after proper notice. Directors so elected shall hold office
until the next succeeding annual meeting of shareholders or until
their respective successors, willing to serve, shall have been
elected and qualified. Any vacancy occurring in the Board of
Directors arising between meetings of shareholders by reason of
an increase in the number of directors or otherwise may be filled
by a majority of the members of the Board.
Section 2. A meeting of the Board of Directors shall be
held on the same date as the annual meeting of shareholders in
each year, at the same place where such annual meeting shall have
been held or at such other place as shall be determined by the
Board. A regular meeting of the Board shall be held at the
general offices of the Company in Springfield, Illinois, or at
such other place as shall be specified in the notice of such
meeting, on the first Tuesday of the months of June, August,
October, December, and February of each year. Notice of every
such regular meeting of the Board, stating the place, day and
hour of the meeting, shall be given to each director personally,
or by telegraph or other written means of electronic
communication, or by depositing the same in the mails properly
addressed, at least two days before the date of such meeting.
Except where required by statute, neither the business to be
transacted at, nor the purpose of, any regular or special meeting
of the Board need be specified in the notice or waiver of notice
of such meeting.
70<PAGE>
Section 3. Special meetings of the Board of Directors may
be called at any time by the President, or by a Vice President,
when acting as President, or by any two directors. Notice of
such meeting, stating the place, day and hour of the meeting
shall be given to each director personally in writing, or by
telegraph or other written means of electronic communication, or
by depositing the same in the mails properly addressed, or orally
promptly confirmed by written notice in any one of the aforesaid
forms, not less than the day prior to the date of such meeting.
Section 4. Notice of any meeting of the Board may be waived
by any director. Attendance of a director at any meeting shall
constitute waiver of notice of such meeting except where a
director attends a meeting for the express purpose of objecting
to the transaction of any business at the meeting because the
meeting is not lawfully called or convened.
Section 5. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any
meeting of the Board, but less than a majority of the Board may
adjourn the meeting to some other day or sine die. The act of
the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board unless the vote
of a greater number or the vote of any class of directors shall
be required by the Articles of Incorporation. The President of
the Company shall act as Chairman at each meeting of the Board
but, in the President's absence, one of the directors present at
the meeting who shall have been elected for the purpose by
majority vote of those directors in attendance shall act as
Chairman; and the Secretary of the Company, or in the Secretary's
stead, an Assistant Secretary shall act as Secretary at each such
meeting. The members of the Board shall receive such
compensation as the Board may from time to time by resolution
determine.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
Section 1. A majority of directors may appoint committees,
standing or special, from time to time from among members of the
Board, and confer powers on such committees and revoke such
powers and terminate the existence of such committees at its
pleasure.
Section 2. Meetings of any committee may be called in such
manner and may be held at such times and places as such committee
may by resolution determine, provided that a meeting of any
committee may be called at any time by the President of the
Company. Members of all committees shall receive such
compensation as the Board of Directors may from time to time by
resolution determine.
71<PAGE>
Section 3. Each committee shall have such authority of the
Board of Directors as shall be granted to it by the Board;
provided, however, a committee may not take any action not
permitted to be taken by a committee pursuant to the Business
Corporation Act of 1983, as amended from time to time.
ARTICLE V
OFFICERS
Section 1. There shall be elected by the Board of Directors
(if practicable at its first meeting after the annual election of
directors in each year) the following principal officers, namely:
A President, such number of Vice Presidents as the Board may from
time to time decide upon (any one or more of whom may be
designated as Executive Vice President, Senior Vice President or
otherwise), a Secretary, a Treasurer and a Controller.
References in these Bylaws to Vice Presidents shall include any
such Executive Vice President, Senior Vice President or other
Vice President, however denominated. The Board may in its
discretion also elect such other officers as may from time to
time be provided for by the Board. Any two or more offices may
be held by the same person. All officers, unless sooner removed,
shall hold their respective offices until the first meeting of
the Board of Directors after the next succeeding annual election
of directors and until their successors, willing to serve, shall
have been elected, but any officer, including any officer
appointed by the President as provided in Section 2 of this
Article V, may be removed from office at the pleasure of the
Board. Election or appointment of an officer shall not of itself
create contract rights.
Section 2. The President shall be the chief executive
officer of the Company and shall have the general management and
direction, subject to the control of the Board of Directors, of
the business of the Company, including the power to appoint and
to remove and discharge any and all assistant officers, agents
and employees of the Company not elected or appointed directly by
the Board of Directors. The President may execute for and on
behalf of the Company any contracts, deeds, mortgages, leases,
bonds, or other instruments and may accomplish such execution
either under or without the seal of the Company and either
individually or with the Secretary, any Assistant Secretary, or
any other officer or person thereunto authorized by the Board of
Directors, according to the requirements of the form of the
instrument. The President shall have such other powers and
duties as usually devolve upon the president of a corporation,
and such further powers and duties as may from time to time be
prescribed by the Board of Directors. The President may delegate
any part of the duties of that office to one or more of the Vice
Presidents of the Company.
72<PAGE>
Section 3. Each of the Vice Presidents shall have such
powers and duties as may be prescribed for such office by the
Board of Directors or as may be prescribed for or delegated to
such officer by the President. Each Vice President may execute
for and on behalf of the Company any contracts, deeds, mortgages,
leases, bonds, or other instruments in each case in accordance
with the authority therefor granted by the President or the Board
of Directors, which authority may be general or confined to
specific instances. Such execution may be accomplished either
individually or with any other officer or person thereunto
authorized by the President or the Board of Directors, according
to the requirements of the form of the instrument. In the
absence or inability of the President or in case of the
President's death, resignation or removal from office, the powers
and duties of the President shall temporarily devolve upon such
one of the Vice Presidents as the Board shall have designated or
shall designate for the purpose and the Vice President so
designated shall have and exercise all the powers and duties of
the President during such absence or disability or until the
vacancy in the office of President shall be filled. Each Vice
President may delegate any part of the duties of that office to
employees of the Company under such Vice President's supervision.
Section 4. The Secretary shall attend all meetings of the
Board of Directors, shall keep a true and faithful record thereof
in proper books to be provided for that purpose, and shall have
the custody and care of the corporate seal, records, minutes and
stock books of the Company. The Secretary shall also act as
Secretary of all shareholders' meetings, and keep a record
thereof, except to the extent some other person may have been
selected to act as Secretary by such meeting. The Secretary
shall keep a suitable record of the addresses of shareholders,
shall have general charge of the stock transfer books of the
Company, and shall, except as may be otherwise required by
statute or by the Bylaws, sign, issue and publish all notices
required for meetings of shareholders and for meetings of the
Board of Directors. The Secretary shall sign all share
certificates, bonds and mortgages, and all other documents and
papers to which the Secretary's signature may be necessary or
appropriate, shall affix the seal, and shall have such other
powers and duties as are commonly incidental to the office of
Secretary or as may be prescribed for or delegated to that office
by the Board of Directors, by the President, or, if authorized by
the Board or the President to prescribe such powers and duties,
by a Vice President. The Secretary may delegate any part of the
duties of that office to employees of the Company under the
Secretary's supervision.
Section 5. The Treasurer shall have charge of, and be
responsible for, the collection, receipt, custody and
disbursement of the funds of the Company, and the deposit of its
73 <PAGE>
funds in the name of the Company in such banks, trust companies
or safety vaults as the Board of Directors may direct which
direction may be general or confined to specific depositories.
The Treasurer shall have custody of such books, receipted
vouchers and other papers and records as in the practical
business operations of the Company shall naturally belong in the
office or custody of the Treasurer or as shall be placed in the
custody of the Treasurer by the Board of Directors, by the
President, or, if authorized by the Board or the President, by a
Vice President. The Treasurer shall have such other powers and
duties as are commonly incidental to the office of Treasurer or
as may be prescribed for or delegated to that office by the Board
of Directors, by the President, or, if authorized by the Board or
the President to prescribe such powers and duties, by a Vice
President. The Treasurer may be required to give a bond to the
Company for the faithful discharge of the Treasurer's duties, in
such form and in such amount and with such sureties as shall be
determined by the Board of Directors. The Treasurer may delegate
any part of the Treasurer's duties to employees of the Company
under the Treasurer's supervision.
Section 6. The Controller shall be the principal accounting
officer of the Company. Except as otherwise provided in these
Bylaws and except as otherwise provided by the Board of
Directors, the Controller will be responsible for the direction
of the auditing organization of the Company (other than the
Internal Audit function), the establishment and maintenance of
accounting procedures, the interpretation of all financial
statements and accounting reports of the Company and functional
supervision over the records of all other departments of the
Company pertaining to revenues, expenses, moneys, securities,
properties, materials and supplies. The Controller shall have
such other powers and duties as are commonly incidental to the
office of Controller or as may be prescribed for or delegated to
the Controller by the Board of Directors, by the President, or,
if authorized by the Board or the President to prescribe such
powers and duties, by a Vice President. The Controller may be
required to give a bond to the Company for the faithful discharge
of the Controller's duties, in such form and in such amount and
with such sureties as shall be determined by the Board of
Directors. The Controller may delegate any part of the
Controller's duties to employees of the Company under the
Controller's supervision.
Section 7. The Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Assistant Controllers
shall, respectively, assist the Vice Presidents, the Secretary,
the Treasurer and the Controller of the Company in the
performance of the respective duties assigned to such principal
officers and, in assisting the respective principal officer, each
assistant officer shall, for such purposes, have the same powers
74<PAGE>
as the respective principal officer. The powers and duties of
any principal officer shall, except as otherwise ordered by the
Board of Directors, temporarily devolve upon the respective
assistant in case of the absence, disability, death, resignation
or removal from office of such principal officer.
ARTICLE VI
MISCELLANEOUS
Section 1. The funds of the Company shall be deposited to
its credit in such banks or trust companies as the Board of
Directors from time to time shall approve, which approval may be
general or confined to specific instances. Such funds shall be
withdrawn only on checks or drafts of the Company or by direct,
wire or other electronic transfer of funds for the purposes of
the Company in accordance with procedures relating to signatures
and authorizations by officers of the Company which are approved
by the Board of Directors from time to time, which approval may
be general or confined to specific instances.
Section 2. No debts shall be contracted except for current
expenses unless authorized by the Board of Directors, and no
bills shall be paid by the Treasurer unless audited and approved
by the Controller or by some other person or committee authorized
by the Board of Directors to audit and approve bills for payment.
Section 3. All distributions to shareholders and all
acquisitions by the Company of its own shares shall be authorized
by the Board of Directors.
Section 4. The fiscal year of the Company shall close at
the end of December annually.
Section 5. All or any shares of stock of any corporation
owned by the Company may be voted at any meeting of the
shareholders of such corporation by the President, any Vice
President or the Secretary of the Company upon any question that
may be presented at such meeting, and any such officer may, on
behalf of the Company, waive any notice of the calling of such
meeting required by any statute or bylaw and consent to the
holding of any such meeting without notice. The President, any
Vice President or the Secretary of the Company shall have
authority to give to any person a written proxy in the name of
the Company and under its corporate seal to vote at any meeting
of the shareholders of any corporation all or any shares of stock
of such corporation owned by the Company upon any question that
may be presented at such meeting, with full power to waive any
notice of the calling of such meeting required by any statute or
bylaw and to consent to the holding of any such meeting without
notice.
75<PAGE>
Section 6. (a) The Company shall indemnify any person who
was or is a party, or is threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Company) by reason of
the fact that such person is or was a director, officer, employee
or agent of the Company, or who is or was serving at the request
of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding, if such person acted in good faith
and in a manner such person reasonably believed to be in, or not
opposed to, the best interests of the Company and, with respect
to any criminal action or proceeding, if such person had no
reasonable cause to believe such person's conduct was unlawful.
The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the
best interests of the Company and, with respect to any criminal
action or proceeding, that the person had reasonable cause to
believe that such person's conduct was unlawful.
(b) The Company shall indemnify any person who was or is a
party, or is threatened to be made a party to, any threatened,
pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact
that such person is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the
defense or settlement of such action or suit, if such person
being indemnified acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best
interests of the Company, provided that no indemnification shall
be made with respect to any claim, issue, or matter as to which
such person has been adjudged to have been liable to the Company,
unless, and only to the extent that, the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem
proper.
76<PAGE>
(c) To the extent that a director, officer, employee or
agent has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in
paragraph (a) or (b), or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.
(d) Any indemnification under paragraph (a) or (b) (unless
ordered by a court) shall be made by the Company only as
authorized in the specific case, upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because such person has met the
applicable standard of conduct set forth in paragraph (a) or (b).
Such determination shall be made (1) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the shareholders of the Company.
(e) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance
of the final disposition of such action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall
ultimately be determined that such person is not entitled to be
indemnified by the Company as authorized in this Section 6.
(f) The indemnification and advancement of expenses
provided by or granted under the other subsections of this
Section 6 shall be effective with respect to acts, errors or
omissions occurring prior to, on or subsequent to the date of
adoption hereof and such indemnification shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action by a director,
officer, employee or agent in such person's official capacity and
as to action in another capacity while holding such office.
(g) The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the Company, or who is or was serving at the request
of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against such person
and incurred by such person in any such capacity, or arising out
of such person's status as such, whether or not the Company would
have the power to indemnify such person against such liability
under the provisions of this Section 6.
77<PAGE>
(h) If the Company has paid indemnity or has advanced
expenses to a director, officer, employee or agent, the Company
shall report the indemnification or advance in writing to the
shareholders with or before the notice of the next shareholders'
meeting.
(i) For purposes of this Section 6 references to "the
Company" shall include, in addition to the surviving corporation,
any merging corporation (including any corporation having merged
with a merging corporation) absorbed in a merger which, if its
separate existence had continued, would have had the power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who was a director, officer, employee
or agent of such merging corporation, or was serving at the
request of such merging corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section 6 with respect to
the surviving corporation as such person would have with respect
to such merging corporation if its separate existence had
continued.
(j) For purposes of this Section 6, references to "other
enterprise" shall include employee benefit plans, and references
to "serving at the request of the Company" shall include any
service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries. A person who acted in
good faith and in a manner such person reasonably believed to be
in the best interests of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the Company" as referred to
in this Section 6.
(k) The indemnification and advancement of expenses
provided by or granted under this Section 6 shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and
administrators of that person.
ARTICLE VII
AMENDMENT OR REPEAL OF BYLAWS
These Bylaws may be added to, amended or repealed by the
Board of Directors at any regular or special meeting of the
Board.
78<PAGE>
STATE OF ILLINOIS )
)SS.
COUNTY OF SANGAMON )
I, the undersigned, hereby certify that I am
Secretary of Central Illinois Public Service
Company and the Custodian of the books and records of said
Company.
I further certify that the above and foregoing is a
true copy of the Bylaws of said Company in effect on ,
19 .
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the corporate seal of said Company this day of
, A.D. 19 .
(CORPORATE SEAL)
79
