<PAGE> 1
EXHIBIT 3A
[STAMP]
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MITCHELL ENERGY & DEVELOPMENT CORP.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the corporation is Mitchell Energy & Development Corp.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by
the shareholders of the corporation on June 28, 2000.
Article Four of the Articles of Incorporation, as restated, was amended
to read as follows:
ARTICLE FOUR
AUTHORIZED SHARES
The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is 210,000,000 shares, consisting of
10,000,000 shares of Preferred Stock of the par value of $0.10 each, and
200,000,000 shares of Class A Common Stock of the par value of $0.10 each (the
Class A Common Stock being sometimes referred to as the "Common Stock").
RECLASSIFICATION OF CLASS B COMMON STOCK
Upon these Articles of Amendment to the Restated Articles of
Incorporation becoming effective pursuant to the Texas Business Corporation Act
(the "Effective Time") and without any further action on the part of the
corporation or its shareholders, each share of the corporation's Class B Common
Stock, $0.10 par value (the "Class B Stock"), then issued (including shares held
in the treasury of the corporation) shall automatically be reclassified, changed
and converted into one fully paid and nonassessable share of Class A Common
Stock.
After the Effective Time, each holder of an outstanding certificate
theretofore representing Class B Stock (a "Class B Stock Certificate") shall
surrender such certificate to ChaseMellon Shareholder Services or another bank
designated by the corporation to act as the Exchange Agent (herein so called).
As soon as practicable after the surrender to the Exchange Agent of a Class B
Stock Certificate, together with a duly executed transmittal letter and any
other documents the Exchange Agent may specify, the Exchange Agent shall
distribute to the person in whose name such certificate has been issued a
certificate registered in the name of such person representing the same number
of shares of Class A Common Stock as the number of shares of Class B Stock
previously represented by the surrendered certificate. Until surrendered as
contemplated by the preceding sentence, each Class B Stock Certificate shall be
deemed at and after the Effective Time to represent the number of shares of
Class A Common Stock contemplated by the preceding
<PAGE> 2
sentence, except as specified in the next succeeding paragraph in relation to
dividends or other distributions.
No dividend or other distribution declared or made with respect to the
Class A Common Stock with a record date after the Effective Time shall be paid
to the holder of any unsurrendered Class B Stock Certificate with respect to the
shares of Class A Common Stock issuable upon surrender thereof until the holder
of such Class B Stock Certificate shall surrender such certificate to the
Exchange Agent in accordance with the next preceding paragraph. Subject to the
effect of applicable law, following surrender of any such Class B Stock
Certificate there shall be paid, without interest, to the record holder of each
certificate representing shares of Class A Common Stock issued in exchange
therefor: (i) at the time of such surrender, the amount of dividends or other
distributions with a record date after the Effective Time theretofore paid with
respect to such shares of Class A Common Stock and (ii) at the appropriate
payment date, the amount of dividends or other distributions with a record date
after the Effective Time but prior to surrender of such Class B Stock
Certificate and a payment date subsequent to such surrender payable with respect
to such shares of Class A Common Stock.
No service changes, brokerage commissions or transfer taxes shall be
payable by any holder of any Class B Stock Certificate, except that, if any
certificates for Class A Common Stock are to be issued in a name other than that
in which the Class B Stock Certificates surrendered are registered, it shall be
a condition of such issuance that (i) the person requesting such issuance shall
pay to the corporation any transfer taxes payable by reason thereof (or of any
prior transfer of such surrendered certificate) or establish to the satisfaction
of the corporation that such taxes have been paid or are not payable, and (ii)
such surrendered certificate be properly endorsed and otherwise be in proper
form for transfer. The corporation may impose such other reasonable conditions
upon the exchange of certificates as it may deem to be necessary or desirable
and as are consistent with the provisions of this Article Four.
Upon the submission to the Exchange Agent of each Class B Stock
Certificate, the same shall forthwith be canceled.
DESCRIPTION OF DIFFERENT CLASSES
The descriptions of the different classes of capital stock of the
corporation and the designations, preferences, limitations and relative rights
thereof are as follows:
1. Preferred Stock. The Preferred Stock may be divided into and issued
in one or more series as herein provided, each series to be so designated as to
distinguish the shares thereof from the shares of all other series and classes.
The Board of Directors is hereby vested with the authority to establish and
designate such series from time to time and, within the limitations prescribed
by law or set forth herein, to fix and determine the number, the preferences,
limitations and relative rights, including voting rights, of the authorized
shares of any series so established, and to increase or decrease the number of
shares within each such series; provided, however, that the Board of Directors
may not decrease the number of shares within a series below the number of shares
within such series that is then issued. The Board of Directors shall exercise
such authority by the adoption of a resolution or resolutions as prescribed by
law. The Preferred Stock of all series shall be identical, except as to the
following preferences, limitations and relative rights, as to which there may be
variations between different series:
(a) The rate at which dividends, if any, are to accrue with respect to
the shares of such series and the dates, terms and other conditions on which
such dividends shall be payable;
(b) The nature of any dividends payable with respect to the shares of
such series as cumulative,
<PAGE> 3
noncumulative or partially cumulative;
(c) Whether the shares of such series shall be subject to redemption by
the corporation, and, if made subject to such redemption, the price at and the
terms and conditions on which the shares of such series may be redeemed;
(d) The rights and preferences, if any, of the holders of the shares of
such series upon the liquidation, dissolution or winding up of the affairs of,
or upon any distribution of the assets of, the corporation, which amount may
vary depending upon whether such liquidation, dissolution or winding up is
voluntary or involuntary and, if voluntary, may vary at different dates, and the
status of the shares of such series as participating or nonparticipating after
the satisfaction of any such rights and preferences;
(e) Any requirements as to, and the terms and amount of, any sinking
fund or purchase fund for, or the redemption, purchase or other retirement by
the corporation of, the shares of such series;
(f) The right, if any, to exchange or convert the shares of such series
into (i) shares of any other series of the Preferred Stock or, to the extent
permitted by law, into shares of any other class of capital stock of the
corporation ranking on a parity with or junior to the Preferred Stock as to
dividends or distribution of assets upon liquidation ("Junior Stock") or into
other securities of the corporation or (ii) shares of capital stock or other
securities of another corporation, and the rate or basis, time, manner and
conditions of exchange or conversion or the method by which the same shall be
determined;
(g) The extent, if any, to which the holders of the shares of such
series shall be entitled to vote as a class or otherwise with respect to any
matter presented for that purpose to the shareholders of the corporation;
(h) Any obligation of the corporation to repurchase any or all shares
of such series; and
(i) Any other relative rights and preferences of the shares of such
series consistent with these Articles of Incorporation and applicable law.
The terms of any series of Preferred Stock may be amended without
consent of the holders of any other series of Preferred Stock or of any class of
Junior Stock, provided such amendment does not adversely affect the holders of
such other series of Preferred Stock or any class of Junior Stock. Shares of any
series of Preferred Stock which have been issued and reacquired in any manner
and are not held as treasury shares, including shares redeemed by purchase
(whether through the operation of a retirement or sinking fund or otherwise),
will have the status of authorized and unissued Preferred Stock and may be
reissued as a part of the series of which they were originally a part or may be
reclassified into and reissued as a part of a new series.
2. Common Stock. Except as otherwise provided by law or by any
resolution adopted by the Board of Directors fixing relative rights and
preferences of any series of Preferred Stock, the entire voting power of the
shares of the corporation for the election of directors and for all other
purposes, as well as all other rights appertaining to shares of the corporation,
shall be vested exclusively in the Common Stock. Each share of Common Stock
shall have one vote upon all matters to be voted on by the holders of the Common
Stock, and shall be entitled to participate equally in all dividends payable
with respect to the Common Stock and to share ratably, subject to the rights and
preferences of the Preferred Stock, in all assets of the corporation in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the corporation, or upon any distribution of the assets of the
corporation.
<PAGE> 4
ARTICLE THREE
The amendment was adopted at the Annual Meeting of Stockholders held on
June 28, 2000, to be effective at 4:00 p.m., New York City Time on June 29,
2000.
ARTICLE FOUR
The number of shares of Class A Common Stock of the corporation
outstanding and entitled to vote at the Annual Meeting of Stockholders at which
the amendment was adopted was 22,305,433, and the number of shares of Class of
Class B Common Stock of the corporation outstanding and entitled to vote on the
amendment was 26,797,851.
ARTICLE FIVE
The holders of 19,689,036 shares of Class A Common Stock and 22,731,903
shares of Class B Common Stock voted for adoption of the amendment; the holders
of 438,441 shares of Class A Common Stock and 23,667 shares of Class B Common
Stock voted against adoption of the amendment; and the holders of 1,131,096
shares of Class A Common Stock and 42,702 shares of Class B Common Stock did not
vote.
MITCHELL ENERGY & DEVELOPMENT CORP.
By: /s/ THOMAS P. BATTLE
-----------------------------------
Thomas P. Battle
Senior Vice President
<PAGE> 5
[STAMP]
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
MITCHELL ENERGY & DEVELOPMENT CORP.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Restated Articles of Incorporation:
ARTICLE ONE
The name of the corporation is Mitchell Energy & Development Corp.
ARTICLE TWO
The following amendment to the Restated Articles of Incorporation was
adopted by the shareholders of the corporation on June 24, 1992.
Article Four of the Restated Articles of Incorporation is amended to read
as follows:
ARTICLE FOUR
AUTHORIZED SHARES
The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is 210,000,000 shares, consisting of
10,000,000 shares of Preferred Stock of the par value of $0.10 each, 100,000,000
shares of Class A Common Stock of the par value of $0.10 each, and 100,000,000
shares of Class B Common Stock of the par value of $0.10 each (the Class A
Common Stock and the Class B Common Stock being sometimes referred to together
as the "Common Stock").
RECLASSIFICATION OF OLD COMMON STOCK
Upon these Articles of Amendment to the Restated Articles of Incorporation
becoming effective pursuant to the Texas Business Corporation Act (the
"Effective Time"), and without any further action on the part of the corporation
or its shareholders, each whole share of the corporation's Common Stock, $0.10
par value (the "Old Common Stock"), then issued (including shares held in the
treasury of the corporation) shall automatically be reclassified, changed and
converted into (i) one-half of a fully paid and nonassessable share of class A
Common Stock and (ii) one-half of a fully paid and nonassessable share of
Class B Common Stock.
After the Effective Time, each holder of an outstanding certificate
theretofore representing Old Common Stock shall surrender such certificate to
Manufacturers Hanover Trust Company (or its successor by merger, Chemical Bank)
or another bank designated by the corporation to act as the Exchange Agent
(herein so called). As soon as practicable after the surrender to the Exchange
Agent of any certificate which prior to the Effective Time represented any
shares of Old Common Stock, together with a duly executed transmittal letter and
any other documents the Exchange Agent may specify, the Exchange Agent shall
distribute to the person in whose name such certificate has been issued
certificates registered in the name of such person representing the number of
full shares of Class A Common Stock and Class B Common Stock into which the
shares of Old Common Stock previously represented by the surrendered certificate
shall have been reclassified, changed and converted. Until surrendered as
contemplated by the preceding sentence, each certificate which immediately prior
to the Effective Time represented any shares of Old Common Stock shall be deemed
at and after the Effective Time to represent the number of full shares of
Class A Common Stock and Class B Common Stock contemplated by the preceding
sentence. No service charges, brokerage commissions or transfer taxes shall be
payable by any holder of any certificate which prior to the Effective Time
represented any shares of Old Common Stock, except that, if any certificates for
Class A Common Stock or Class B Common Stock are to
<PAGE> 6
be issued in a name other than that in which the certificates for shares of Old
Common Stock surrendered are registered, it shall be a condition of such
issuance that (i) the person requesting such issuance shall pay to the
corporation any transfer taxes payable by reason thereof (or of any prior
transfer of such surrendered certificate) or establish to the satisfaction of
the corporation that such taxes have been paid or are not payable, and (ii) such
surrendered certificate be properly endorsed and otherwise be in proper form
for transfer. The corporation may impose such other reasonable conditions upon
the exchange of certificates as it may deem to be necessary or desirable and as
are consistent with the provisions of this Article Four.
No certificates or scrip representing fractional shares of Common Stock
shall be issued in connection with the reclassification provided for in this
Article Four. Instead, at the Effective Time each one-half share of Class A
Common Stock together with one-half share of Class B Common Stock otherwise
resulting from such reclassification shall automatically be converted into the
right to receive, upon surrender to the Exchange Agent as provided above of
certificates which prior to the Effective Time represented an odd number of
shares of Old Common Stock, cash in an amount equal to the closing price of a
share of Old Common Stock, as reported on the New York Stock Exchange Composite
Tape, on the trading day immediately preceding the day on which the Effective
Time occurs (or, in the event that the Old Common Stock shall not trade on such
day, then on the next preceding trading day on which it shall have traded).
Notwithstanding the foregoing, further rules and regulations concerning the
settlement of fractional shares of Common Stock otherwise issuable, not
inconsistent with this Article Four, may be adopted by the corporation.
Upon the submission to the Exchange Agent of each certificate which
prior to the Effective Time represented shares of Old Common Stock, the same
shall forthwith be cancelled.
DESCRIPTION OF DIFFERENT CLASSES
The descriptions of the different classes of capital stock of the
corporation and the designations, preferences, limitations and relative rights
thereof are as follows:
1. Preferred Stock. The Preferred Stock may be divided into and issued
in one or more series as herein provided, each series to be so designated as to
distinguish the shares thereof from the shares of all other series and classes.
The Board of Directors is hereby vested with the authority to establish and
designate such series from time to time and, within the limitations prescribed
by law or set forth herein, to fix and determine the number, the preferences,
limitations and relative rights, including voting rights, of the authorized
shares of any series so established, and to increase or decrease the number of
shares within each such series; provided, however, that the Board of Directors
may not decrease the number of shares within a series below the number of
shares within such series that is then issued. The Board of Directors shall
exercise such authority by the adoption of a resolution or resolutions as
prescribed by law. The Preferred Stock of all series shall be identical, except
as to the following preferences, limitations and relative rights, as to which
there may be variations between different series:
(a) The rate at which dividends, if any, are to accrue with
respect to the shares of such series and the dates, terms and other
conditions on which such dividends shall be payable;
(b) The nature of any dividends payable with respect to the
shares of such series as cumulative, noncumulative or partially
cumulative;
(c) Whether the shares of such series shall be subject to
redemption by the corporation, and, if made subject to such redemption,
the price at and the terms and conditions on which the shares of such
series may be redeemed;
(d) The rights and preferences, if any, of the holders of the
shares of such series upon the liquidation, dissolution or winding up
of the affairs of, or upon any distribution of the assets of, the
corporation, which amount may vary depending upon whether such
liquidation, dissolution or winding up is voluntary or involuntary
and, if voluntary, may vary at different dates, and the status of the
shares of such series as participating or nonparticipating after the
satisfaction of any such rights and preferences;
(e) Any requirements as to, and the terms and amount of, any
sinking fund or purchase fund for, or the redemption, purchase or
other retirement by the corporation of, the shares of such series;
2
<PAGE> 7
(f) The right, if any, to exchange or convert the shares of
such series into (i) shares of any other series of the Preferred Stock
or, to the extent permitted by law, into shares of any other class of
capital stock of the corporation ranking on a parity with or junior to
the Preferred Stock as to dividends or distribution of assets upon
liquidation ("Junior Stock") or into other securities of the
corporation or (ii) shares of capital stock or other securities of
another corporation, and the rate or basis, time, manner and conditions
of exchange or conversion or the method by which the same shall be
determined;
(g) The extent, if any, to which the holders of the shares of
such series shall be entitled to vote as a class or otherwise with
respect to any matter presented for that purpose to the shareholders of
the corporation;
(h) Any obligation of the corporation to repurchase any or all
shares of such series; and
(i) Any other relative rights and preferences of the shares of
such series consistent with these Articles of Incorporation and
applicable law.
The terms of any series of Preferred Stock may be amended without
consent of the holders of any other series of Preferred Stock or of any class of
Junior Stock, provided such amendment does not adversely affect the holders of
such other series of Preferred Stock or any class of Junior Stock. Shares of any
series of Preferred Stock which have been issued and reacquired in any manner
and are not held as treasury shares, including shares redeemed by purchase
(whether through the operation of a retirement or sinking fund or otherwise),
will have the status of authorized and unissued Preferred Stock and may be
reissued as a part of the series of which they were originally a part of may be
reclassified into and reissued as a part of a new series.
2. Common Stock. The Class A Common Stock and the Class B Common Stock
shall be identical in all respects and shall have equal preferences, limitations
and relative rights, except as otherwise required by law or provided in this
Article Four. The preferences, limitations and relative rights of each class of
Common Stock are as follows:
(a) Voting. Except as otherwise provided by law or by any
resolution adopted by the Board of Directors fixing the preferences,
limitations and relative rights of any series of Preferred Stock, the
entire voting power of the shares of the corporation for the election
of directors and for all other purposes, as well as all other rights
appertaining to shares of the corporation, shall be vested exclusively
in the Class A Common Stock. Each record holder of Class A Common Stock
shall be entitled to one vote for each share of Class A Common Stock
registered in his name on the books of the corporation and otherwise
entitled to vote. In any instance where the Class B Common Stock shall
have voting rights provided by law, each record holder of Class B
Common Stock shall be entitled to one vote for each share of Class B
Common Stock registered in his name on the books of the corporation and
otherwise entitled to vote.
(b) Conversion. Each share of Class B Common Stock shall be
converted automatically into one share of Class A Common Stock in the
event that the number of outstanding shares of Class A Common Stock, as
reflected on the stock transfer records of the corporation, falls below
10% of the aggregate number of outstanding shares of Class A Common
Stock and Class B Common Stock. (For purposes of this section 2 of
Article Four, any shares of Common Stock repurchased by the corporation
and held as treasury shares or cancelled by the corporation shall no
longer be deemed "outstanding" from and after the date of repurchase.)
From and after the time of any such automatic conversion, each
certificate theretofore representing any shares of Class B Common Stock
shall be deemed to represent an equal number of shares of Class A
Common Stock and all authorized shares of Common Stock shall consist
only of Class A Common Stock.
(c) Dividends, Splits, Etc. The record holders of Common Stock
shall be entitled to receive such dividends in cash, stock or other
property of the corporation as may be declared thereon by the Board of
Directors out of funds legally available therefor. If a regular or
special dividend is paid on either class of Common Stock, a dividend of
like kind must be declared and paid contemporaneously with respect to
the other class of Common Stock. With respect to payment of cash
dividends, the dividend paid per share of Class B Common Stock must be
equal or greater in amount than the dividend paid per share of Class A
Common Stock. With respect to dividends other than cash, including
stock dividends and stock splits,
3
<PAGE> 8
the payment per share of Class B Common Stock must be identical to the payment
per share of Class A Common Stock, except that, if holders of Class A Common
Stock receive shares of Class A Common Stock in connection with a stock split or
stock dividend, holders of Class B Common Stock shall receive shares of Class B
Common Stock in the same per share proportion as holders of Class A Common Stock
receive shares of Class A Common Stock. If the corporation shall split,
subdivide or combine the outstanding shares of Class A Common Stock or Class B
Common Stock, then the outstanding shares of the other class of Common Stock
shall be proportionally split, subdivided or combined in the same manner and on
the same basis as the outstanding shares of the other class of Common Stock have
been split, subdivided or combined.
(d) Mergers, Etc. In the event that the corporation shall, in
accordance with Part Five of the Texas Business Corporation Act (or any
successor provision), (i) merge with or into one or more other entities
(whether or not the corporation shall be the surviving entity) or (ii) engage
in a compulsory share exchange with one or more other entities, or in the event
of the liquidation, dissolution or winding up of the affairs of the corporation,
whether voluntary or involuntary, the holders of Class B Common Stock shall be
entitled to receive the same per share consideration as the per share
consideration, if any, received by any holder of the Class A Common Stock in
such merger, share exchange or other event.
(e) Class B Protection Provision.
(1) A Person, as defined in clause (6) of this subsection (e)
of this Article Four, who, after the initial issuance of the Common
Stock at the Effective Time (the time of such initial issuance being
referred to hereinafter as the "Initial Issuance Time"), acquires any
shares of Class A Common Stock may not exercise the voting power of
that number of such shares so acquired that are deemed to be excess
Class A Shares for purposes of this subsection (e). An acquisition of
shares of Class A Common Stock hereunder shall be deemed to include
any such shares that a Person acquires, directly or indirectly, in one
transaction or in a series of transactions, or with respect to which
the Person acts or agrees to act in concert with any other Person. The
number of shares of Class A Common Stock deemed hereunder to be excess
Class A Shares shall be determined by application of the following
formula:
(i) the percentage which the number of shares of
Class A Common Stock acquired by the Person after the Initial
Issuance Time bears to the aggregate number of outstanding
shares of Class A Common Stock;
(ii) minus 15%;
(iii) minus the percentage which the number of shares
of Class B Common Stock acquired at an equitable price by that
Person after the Initial Issuance Time bears to the aggregate
number of outstanding shares of Class B Common Stock;
(iv) times the aggregate number of outstanding
shares of Class A Common Stock.
For purposes of this determination, any shares of Class A Common Stock
or of Class B Common Stock repurchased by the corporation since the
last date on which a Person acquired any shares of Class A Common
Stock or of Class B Common Stock (whether in treasury or retired)
shall be deemed still to be outstanding. Determinations of excess
Class A Shares will be made as of the date that a Person, directly or
indirectly, alone or with others, otherwise would seek to exercise or
direct the exercise of voting power with respect to those shares.
(2) Shares of Class B Common Stock shall have been acquired at
an equitable price for purposes of clause (1) of this subsection (e)
only if they were acquired at a price at least equal to the greater
of:
(i) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the acquiring Person for any shares of Class A
Common Stock acquired by that Person within either 60 days
before or 60 days after the shares of Class B Common Stock
were acquired; or
4
<PAGE> 9
(ii) the highest closing sale price during the 30-day period
immediately before the shares of Class B Common Stock were
acquired of a share of Class A Common Stock or of Class B Common
Stock, as reported on the New York Stock Exchange Composite Tape
(or such other exchange or quotation system as is then the
principal trading market for such class of Common Stock).
If any of the consideration given by the Person for any shares of
Class A Common Stock under subclause (i) of this clause (2) was other
than cash, the value of such non-cash consideration shall be as
determined in good faith by the Board of Directors of the corporation.
(3) An acquisition of shares of Class A Common Stock shall not
include for the purposes of clause (1) of this subsection (e) an
acquisition upon issuance or sale by the corporation, by operation of
law, by will or the laws of descent and distribution, by gift, by
foreclosure of a bona fide loan or upon a purchase from the
foreclosing pledgee.
(4) Unless there are affirmative attributes of concerted action,
acting or agreeing to act in concert with any other Person shall not
include for purposes of clause (1) of this subsection (e) actions
taken or agreed to be taken by Persons acting in their official
capacities as directors or officers of the corporation or actions by
Persons merely because they are related by blood or marriage.
(5) To the extent that the voting power of any share of Class A
Common Stock cannot be exercised pursuant to this subsection (e), that
share of Class A Common Stock shall not be included (to the extent
permitted by law) in the determination of the voting power of the
corporation for any purpose under these Restated Articles of
Incorporation or the Texas Business Corporation Act.
(6) For purposes of this subsection (e) of this Article Four, the
term "Person" means a natural person, company, government, or any
political subdivision, agency or instrumentality of a government or
other entity.
(f) Repurchases. The Board of Directors of the corporation shall have
the power and authority to purchase shares of either class of Common Stock
from such persons and for such consideration as the Board of Directors may
from time to time, in its discretion, determine, whether or not less
consideration could be paid upon the purchase of the same number of shares
of the other class of Common Stock, and as otherwise permitted by law.
(g) Issuances. The Board of Directors of the corporation shall have
the power and authority to issue and sell shares of either class of Common
Stock to such persons and for such consideration as the Board of Directors
may from time to time, in its discretion, determine, whether or not greater
consideration could be received upon the issue or sale of the same number
of shares of the other class of Common Stock, and as otherwise permitted by
law.
ARTICLE THREE
The number of shares of Common Stock of the corporation outstanding and
entitled to vote at the Annual Meeting of Stockholders at which the amendment
was adopted was 46,909,332.
5
<PAGE> 10
ARTICLE FOUR
The number of shares of Common Stock voted for adoption of the amendment
was 37,468,902, the number of shares of Common Stock voted against adoption of
the amendment was 4,268,918 and the number of shares of Common Stock not voted
was 5,171,512.
Dated: June 24, 1992.
MITCHELL ENERGY & DEVELOPMENT
CORP.
By: /s/ THOMAS P. BATTLE
-------------------------
Thomas P. Battle
Senior Vice President
6
<PAGE> 11
[STAMP]
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MITCHELL ENERGY & DEVELOPMENT CORP.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the corporation is Mitchell Energy & Development Corp.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted by
the Shareholders of the Corporation on June 27, 1990.
Article Four of the Articles of Incorporation, as restated, was amended to
read as follows:
ARTICLE FOUR
The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is 110,000,000 shares, consisting of
10,000,000 shares of Preferred Stock of the par value of $0.10 each and
100,000,000 shares of Common Stock of the par value of $0.10 each.
The descriptions of the different classes of capital stock of the
corporation and the designations and the powers, preferences and rights, and
the qualifications, limitations or restrictions thereof are as follows:
1. Preferred Stock. The Preferred Stock may be divided into and
issued in one or more series as herein provided, each series to be so
designated as to distinguish the shares thereof from the shares of all other
series and classes. The Board of Directors is hereby vested with the authority
to establish and designate such series from time to time and, within the
limitations prescribed by law or set forth herein, to fix and determine the
number and the
<PAGE> 12
relative rights and preferences of the authorized shares of any series so
established, and to increase or decrease the number of shares within each such
series; provided, however, that the Board of Directors may not decrease the
number of shares within a series below the number of shares within such series
that is then issued. The Board of Directors shall exercise such authority by the
adoption of a resolution or resolutions as prescribed by law. The Preferred
Stock of all series shall be identical, except as to the following relative
rights and preferences, as to which there may be variations between different
series:
(a) The rate at which dividends, if any, are to accrue with respect to
the shares of such series and the dates, terms and other conditions on
which such dividends shall be payable;
(b) The nature of any dividends payable with respect to the shares of
such series as cumulative, noncumulative or partially cumulative;
(c) Whether the shares of such series shall be subject to redemption by
the corporation, and, if made subject to such redemption, the price at and
the terms and conditions on which the shares of such series may be
redeemed;
(d) The rights and preferences, if any, of the holders of the shares of
such series upon the liquidation, dissolution or winding up of the affairs
of, or upon any distribution of the assets of, the corporation, which
amount may vary depending upon whether such liquidation, dissolution or
winding up is voluntary or involuntary and, if voluntary, may vary at
different dates, and the status of the shares of such series as
participating or non-participating after the satisfaction of any such
rights and preferences;
(e) Any requirements as to, and the terms and amount of, any sinking
fund or purchase fund for, or the redemption, purchase or other retirement
by the corporation of, the shares of such series;
(f) The right, if any, to exchange or convert the shares of such series
into (i) shares of any other series of the Preferred Stock or, to the
extent permitted by law, into shares of any other class of capital stock of
the corporation ranking on a parity with or junior to the Preferred Stock
as to dividends or distribution of assets upon liquidation or into other
securities of the corporation or (ii) shares of capital stock or other
securities of another corporation, and the rate or basis, time, manner and
conditions of exchange or conversion or the method by which the same shall
be determined;
2
<PAGE> 13
(g) The extent, if any, to which the holders of the shares of
such series shall be entitled to vote as a class or otherwise with respect
to any matter presented for that purpose to the shareholders of the
corporation;
(h) Any obligation of the corporation to repurchase any or all
shares of such series; and
(i) Any other relative rights and preferences of the shares of
such series consistent with these Articles of Incorporation and applicable
law.
The terms of any series of Preferred Stock may be amended without consent
of the holders of any other series of Preferred Stock or of the Common Stock,
provided such amendment does not adversely affect the holders of such other
series of Preferred Stock or the Common Stock. Shares of any series of
Preferred Stock which have been issued and reacquired in any manner and are not
held as treasury shares, including shares redeemed by purchase (whether through
the operation of a retirement or sinking fund or otherwise), will have the
status of authorized and unissued Preferred Stock and may be reissued as a part
of the series of which they were originally a part or may be reclassified into
and reissued as a part of a new series.
2. Common Stock. Except as otherwise provided by law or by any
resolution adopted by the Board of Directors fixing the relative rights and
preferences of any series of Preferred Stock, the entire voting power of the
shares of the corporation for the election of directors and for all other
purposes, as well as all other rights appertaining to shares of the
corporation, shall be vested exclusively in the Common Stock. Each share of
Common Stock shall have one vote upon all matters to be voted on by the holders
of the Common Stock, and shall be entitled to participate equally in all
dividends payable with respect to the Common Stock and to share ratably,
subject to the rights and preferences of the Preferred Stock, in all assets of
the corporation in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the corporation, or upon any
distribution of the assets of the corporation.
ARTICLE THREE
The number of shares of Common Stock of the corporation outstanding and
entitled to vote at the Annual Meeting of Stockholders at which the amendment
was adopted was 46,949,885.
3
<PAGE> 14
ARTICLE FOUR
The holders of 36,376,032 shares of Common Stock voted for adoption of the
amendment; the holders of 3,563,156 shares of Common Stock voted against
adoption of the amendment; and the holders of 84,831 shares did not vote.
MITCHELL ENERGY & DEVELOPMENT
CORP.
By: /s/ THOMAS P. BATTLE
-------------------------------
Thomas P. Battle
Senior Vice President
SWORN TO by Thomas P. Battle, Senior Vice President of Mitchell Energy &
Development Corp., on June 30, 1990.
/s/ CAROL V. WEBB
-----------------------------------
Carol V. Webb
Notary Public
State of Texas
My Commission Expires: 6-8-93
[STAMP]
4
<PAGE> 15
[STAMP]
ARTICLES OF MERGER
Pursuant to the provisions of Article 5.16 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Merger for the purpose of merging a one hundred per cent (100%) owned
subsidiary, The Woodlands Commuter Service, Inc. into the undersigned
corporation:
1. The name of the subsidiary corporation is The Woodlands Commuter
Service, Inc. The jurisdiction under which it is organized is Texas.
2. The name of the parent corporation is Mitchell Energy &
Development Corp. The jurisdiction under which it is organized is Texas, the
laws of which permit this merger.
3. The number of outstanding shares of the subsidiary corporation is
1000 common shares with a par value of $1.00 per share, and the number of such
shares owned by the parent corporation is 1000.
4. The following resolutions adopted by the Board of Directors of the
parent corporation to merge the subsidiary corporation into it was adopted on
March 29, 1989:
WHEREAS, Mitchell Energy & Development Corp., a Texas corporation, owns
one hundred percent (100%) of the outstanding stock of The Woodlands
Commuter Service, Inc., a Texas corporation; and
WHEREAS, it is in the interest of Mitchell Energy & Development Corp.
to merge with The Woodlands Commuter Service, Inc.;
NOW, THEREFORE, BE IT RESOLVED, that Mitchell Energy & Development
Corp. does merge into itself The Woodlands Commuter Service, Inc. and
assumes all of its obligations; and
<PAGE> 16
RESOLVED FURTHER, that the proper officers of the company are directed to make
and execute appropriate documents of merger showing the merger to be effective
March 31, 1989, and Mitchell Energy & Development Corp. to be the surviving
corporation; and
RESOLVED FURTHER, that the aforementioned documents be filed with the Secretary
of State of Texas and that all further acts or filings whatsoever, which may be
anywise necessary or proper to effect said merger, are hereby authorized.
MITCHELL ENERGY & DEVELOPMENT
CORP., A Texas corporation
By: /s/ THOMAS P. BATTLE
-------------------------
Thomas P. Battle
Senior Vice President
<PAGE> 17
[STAMP]
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MITCHELL ENERGY & DEVELOPMENT CORP.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the corporation is Mitchell Energy & Development Corp.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted
by the Shareholders of the Corporation on June 29, 1988:
The amendment which provides for the limitation on liability of
directors, is an addition to the original Articles of Incorporation, and the
text of such provision shall read in its entirety, as follows:
"ARTICLE TEN
A director of the Company shall not be liable to the Company
or its shareholders [i.e., stockholders] for monetary damages for an
act or omission in the director's capacity as a director, except that
this Article does not eliminate or limit the liability of a director
for:
(1) a breach of a director's duty of loyalty to the Company
or its shareholders;
(2) an act or omission not in good faith or that involves
intentional misconduct or a knowing violation of the law;
(3) a transaction from which a director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office;
(4) an act or omission for which the liability of a director
is expressly provided for by statute; or
(5) an act related to an unlawful stock repurchase or payment
of a dividend.
Any repeal or amendment of this Article by the shareholders
of the Company shall be prospective only and shall not adversely
affect any limitation on the liability of a director of the Company
existing at the time of such repeal or amendment. In addition to the
circumstances in which a director of the Company is not liable as set
forth in the preceding sentences, a director shall not be liable to
the fullest extent permitted by any provision of the statutes of Texas
hereafter enacted that further limits the liability of a director."
ARTICLE THREE
The number of shares of Common Stock of the corporation outstanding
and entitled to vote at the Annual Meeting of Stockholders at which the
amendment was adopted was 46,810,910.
<PAGE> 18
ARTICLE FOUR
The holders of 40,232,858 shares of Common Stock voted for adoption of
the amendment; the holders of 527,806 shares of Common Stock voted against
adoption of the amendment; and the holders of 61,020 shares did not vote.
MITCHELL ENERGY & DEVELOPMENT CORP.
By: /s/ THOMAS P. BATTLE
-------------------------------
Thomas P. Battle
Senior Vice President
SWORN TO by Thomas P. Battle, Senior Vice President of Mitchell Energy
& Development Corp., on June 30, 1998.
/s/ CAROL V. WEBB
-----------------------------------
Carol V. Webb
[SEAL] Notary Public
State of Texas
My Commission Expires: 6-8-89
<PAGE> 19
[STAMP]
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
MITCHELL ENERGY & DEVELOPMENT CORP.
ARTICLE ONE
The name of the corporation is Mitchell Energy Development Corp.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted
on June 24, 1981.
Article Four of the Articles of Incorporation, as restated, was
amended to read as follows:
Article Four
The aggregate number of shares which the corporation shall
have authority to issue is One Hundred Million (100,000,000) shares of
Common Stock, with a par value of ten cents ($0.10) per share.
ARTICLE THREE
The number of shares of Common Stock of the corporation outstanding
and entitled to vote at the Annual Meeting of Stockholders at which the
amendment was adopted was 47,896,539.
ARTICLE FOUR
The holders of 40,369,410 shares of Common Stock voted for adoption of
the amendment; the holders of 150,794 shares of Common Stock voted against
adoption of the amendment; and the holders of 7,376,335 shares did not vote.
MITCHELL ENERGY & DEVELOPMENT CORP.
By: /s/ PAUL W. WOMMACK
-------------------------------
Paul W. Wommack
Senior Vice President
By: /s/ ERIC E. CHIARIZIO
-------------------------------
Eric E. Chiarizio
Assistant Secretary
SWORN TO by Paul W. Wommack, Senior Vice President of Mitchell Energy
& Development Corp., on June 30, 1981.
[SEAL]
/s/ ONA LEA WILLIAMS
-------------------------------
[NOTARY STAMP]
<PAGE> 20
[STAMP]
STATEMENT OF CHANGE OF REGISTERED
OFFICE OR REGISTERED AGENT OR BOTH
BY A TEXAS DOMESTIC CORPORATION
1. The name of the corporation is Mitchell Energy & Development Corp.
2. The address, including street and number, of its present registered office
as shown in the records of the Secretary of State of the State of Texas
prior to filing this statement is 2001 Timberloch Place, The Woodlands,
Texas 77380
3. The address, including street and number, to which its registered office is
to be changed is 2002 Timberloch Place, The Woodlands, Texas 77380
---------------------------------------------------------------------------
(Give new address or state "no change")
4. The name of its present registered agent, as shown in the records of the
Secretary of State of the State of Texas, prior to filing this statement is
Paul W. Wommack
5. The name of its new registered agent is No Change
--------------------------------------------------------------------------
(Give new name or state "no change")
6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.
7. Such change was authorized by its board of directors.
/s/ PAUL W. WOMMACK
-----------------------------------
Vice President
Sworn to October 14, 1983
--------------------
(date)
/s/ CAROL V. WEBB
-----------------------------------
Notary Public
[SEAL] Montgomery County, Texas
[NOTARY STAMP]
<PAGE> 21
[STAMP]
STATEMENT OF
CANCELLATION OF TREASURY SHARES OF
MITCHELL ENERGY & DEVELOPMENT CORP.
Pursuant to the provisions of Article 4.11 of the Texas Business
Corporation Act, the undersigned corporation makes this Statement for the
purpose of cancelling certain shares of its common stock reacquired by it, as
follows:
1. The name of the corporation is Mitchell Energy & Development Corp.
2. A resolution was duly adopted by the board of directors on May 23,
1984, authorizing the cancellation of Three Hundred and Eight Thousand Six
Hundred and Twelve (308,612) treasury shares, itemized as follows:
<TABLE>
<CAPTION>
Class Number of Shares
----- ----------------
<S> <C>
Common Stock 308,612
</TABLE>
The amount of stated capital represented by the shares to be cancelled is
Thirty Thousand Eight Hundred Sixty-one Dollars and Twenty Cents ($30,861.20).
3. The aggregate number of issued shares, after giving effect to such
cancellation, is Forty-seven Million Nine Hundred Fifty-six Thousand Eight
Hundred Sixty-nine (47,956,869), itemized as follows:
<TABLE>
<CAPTION>
Class Par Value Number of Shares
----- --------- ----------------
<S> <C> <C>
Common Stock $0.10 47,956,869
</TABLE>
4. The amount of the stated capital of the corporation, after giving
effect to such cancellation, is Four Million Seven Hundred Ninety-five Thousand
Six Hundred Eighty-six Dollars and Ninety Cents ($4,795,686.90).
Dated May 31, 1984.
<TABLE>
<S> <C>
ATTEST: MITCHELL ENERGY &
DEVELOPMENT CORP.
By: /s/ JEFFREY R. HARDER By: /s/ PAUL W. WOMMACK
--------------------- ---------------------
Jeffrey R. Harder Paul W. Wommack
Assistant Secretary Senior Vice President
</TABLE>
STATE OF TEXAS )
)
COUNTY OF MONTGOMERY )
I, Carol V. Webb, a notary public, do hereby certify that on this 31st day
of May, 1984, personally appeared before me Paul W. Wommack, who, being by me
first duly sworn, declared that he is the Senior Vice President of Mitchell
Energy & Development Corp., that he signed the foregoing document as such
officer of the corporation, and that the statements contained therein are true
and correct.
/s/ CAROL V. WEBB
------------------------
Notary Public in and for
the State of Texas
[SEAL] [NOTARY STAMP]
<PAGE> 22
[STAMP]
STATEMENT OF CHANGE OF REGISTERED
OFFICE OR REGISTERED AGENT OR BOTH
BY A TEXAS DOMESTIC CORPORATION
1. The name of the corporation is Mitchell Energy & Development Corp.
2. The address, including street and number, of its present registered office
as shown in the records of the Secretary of State of the State of Texas before
filing this statement is 2002 Timberloch Place, The Woodlands, TX 77380.
3. The address, including street and number, to which its registered office is
to be changed is no change.
-------------------------------------------------------------------------------
(Give new address or state "no change")
4. The name of its present registered agent, as shown in the records of the
Secretary of State of the State of Texas, before filing this statement is Paul
W. Wommack.
5. The name of its new registered agent is Thomas P. Battle.
-------------------------------------------------------------------------------
(Give new address or state "no change")
6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.
7. Such change was authorized by: (Check One)
x A. The Board of Directors
----
B. An officer of the corporation so authorized by the Board of Directors.
----
/s/ MICHAEL C. HERRMANN
-----------------------
An Authorized Officer
Michael C. Herrmann
<PAGE> 23
[STAMP]
STATEMENT OF CHANGE OF REGISTERED OFFICE
MITCHELL ENERGY & DEVELOPMENT CORP.
Pursuant to the provisions of the Texas Business Corporation Act,
Mitchell Energy & Development Corp. files this Statement:
(1) The name of the corporation is Mitchell Energy & Development Corp.
(2) The post office address of its current registered office is 3900
One Shell Plaza, Houston, Texas 77002.
(3) The post office address to which its registered office is to be
changed to 2001 Timberloch Place, The Woodlands, Texas 77380.
(4) The name of its current registered agent is Paul W. Wommack.
(5) There is to be no change of its registered agent.
(6) The post office address of its registered office, as changed, and
the post office address of the business office of its registered agent will be
identical.
(7) The change of the registered office was authorized by the Board of
Directors.
MITCHELL ENERGY & DEVELOPMENT CORP.
By: /s/ PAUL W. WOMMACK
-------------------------------
Paul W. Wommack
Senior Vice President
SWORN TO by Paul W. Wommack on November 12, 1980.
/s/ OMA LEE WILLIAMS
-----------------------------------
Notary Public
State of Texas
Oma Lee Williams
My commission expires August 11, 1984.
[SEAL]
<PAGE> 24
[STAMP]
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
MITCHELL ENERGY & DEVELOPMENT CORP.
ARTICLE ONE
The name of the corporation is Mitchell Energy & Development Corp.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted on
April 15, 1980.
Article Four of the Articles of Incorporation, as restated, was
amended to read as follows:
Article Four
The aggregate number of shares which the corporation shall
have authority to issue is Fifty Million (50,000,000) shares of Common
Stock, with a par value of ten cents ($0.10) per share.
ARTICLE THREE
The number of shares of Common Stock of the corporation outstanding
and entitled to vote at the Special Meeting of Stockholders at which the
amendment was adopted was 18,019,880.
ARTICLE FOUR
The holders of 13,848,733 shares of Common Stock voted for adoption of
the amendment; the holders of 13,801 shares of Common Stock voted against
adoption of the amendment; and the holders of 4,157,346 shares did not vote.
MITCHELL ENERGY & DEVELOPMENT CORP.
By: /s/ PAUL W. WOMMACK
-----------------------------------
Paul W. Wommack
Senior Vice President
By: /s/ ERIC E. CHIARIZIO
-----------------------------------
Eric E. Chiarizio
Assistant Secretary
SWORN TO by Paul W. Wommack, Senior Vice President of Mitchell Energy &
Development Corp., on April 15, 1980.
/s/ JOIE A. CUTAIA
-----------------------------------
Joie A. Cutaia
[SEAL] [NOTARY STAMP]
<PAGE> 25
[STAMP]
ARTICLES OF MERGER
OF
THE WOODLANDS GAS COMPANY
INTO
MITCHELL ENERGY & DEVELOPMENT CORP.
Pursuant to the provisions of Article 5.16 of the Texas Business
Corporation Act, Mitchell Energy & Development Corp. adopts these Articles of
Merger for the purpose of merging its wholly-owned subsidiary, The Woodlands Gas
Company, into itself:
1. The name of the parent corporation is Mitchell Energy &
Development Corp. The name of the subsidiary corporation is The Woodlands Gas
Company. Both the parent corporation and the subsidiary corporation are
organized under the laws of the State of Texas.
2. The following table sets forth the number of outstanding shares of
each class of the subsidiary corporation and the number of such shares of each
class owned by the parent corporation:
<TABLE>
<CAPTION>
Class of Stock Number of Number of Shares
of Subsidiary Shares Outstanding Owned by Parent
-------------- ------------------ ----------------
<S> <C> <C>
Common Stock,
Par Value $1.00 1,000 1,000
</TABLE>
3. Attached hereto as Exhibit "A" is a copy of the resolutions
adopted by the Board of Directors of the parent corporation on January 19, 1978.
Dated: January 20, 1978.
MITCHELL ENERGY & DEVELOPMENT CORP.
By: /s/ BERNARD F. CLARK
--------------------------------
Bernard F. Clark
Executive Vice President
By: /s/ PAUL W. WOMMACK
--------------------------------
Paul W. Wommack
Secretary
THE STATE OF TEXAS )
COUNTY OF HARRIS )
I, Joie A. Cutaia, a Notary Public, do hereby certify that on January
20, 1978, there personally appeared before me Bernard F. Clark, who, being by me
first duly sworn, declared that he is Executive Vice President of Mitchell
Energy & Development Corp., that he signed these Articles of Merger as such
officer, and that the statements contained therein are true and correct.
/s/ JOIE A. CUTAIA
-----------------------------------
Notary Public
Harris County, Texas
[NOTARY STAMP]
<PAGE> 26
EXHIBIT "A" TO
ARTICLES OF MERGER
OF
THE WOODLANDS GAS COMPANY
INTO
MITCHELL ENERGY & DEVELOPMENT CORP.
RESOLUTIONS OF BOARD OF DIRECTORS
The following resolutions were adopted by the Board of Directors of
Mitchell Energy & Development Corp. on January 19, 1978:
WHEREAS, the Company owns all of the outstanding shares of stock of The
Woodlands Gas Company; and
WHEREAS, it is deemed to be in the best interests of the Company and
The Woodlands Gas Company that a proposed Agreement and Plan of
Merger, a copy of which has been presented to this meeting, be
approved and that The Woodlands Gas Company be merged into the Company;
BE IT RESOLVED, that the Agreement and Plan of Merger presented to
this meeting be, and it is hereby, approved, and that The Woodlands
Gas Company be merged into the Company effective February 1, 1978, in
accordance with the terms of the said Agreement and Plan of Merger;
and,
BE IT FURTHER RESOLVED, that the President or any Vice President and
the Secretary or any Assistant Secretary be, and they are hereby,
authorized to execute the Agreement and Plan of Merger on behalf of
the Company, and to execute all other instruments and do all acts
necessary to accomplish this merger in accordance with the laws of the
State of Texas and any other applicable law.
<PAGE> 27
[STAMP]
STATEMENT OF
CANCELLATION OF TREASURY SHARES
OF
MITCHELL ENERGY & DEVELOPMENT CORP.
Pursuant to the provisions of Article 4.11 of the Texas Business
Corporation Act, the undersigned corporation makes this Statement for the
purpose of cancelling certain shares of its common stock reacquired by it, as
follows:
1. The name of the corporation is Mitchell Energy & Development Corp.
2. A resolution was duly adopted by the board of directors on June 29,
1977, authorizing the cancellation of Thirty-five Thousand Seven Hundred
Thirty-three (35,733) treasury shares, itemized as follows:
<TABLE>
<CAPTION>
CLASS NUMBER OF SHARES
----- ----------------
<S> <C>
Common Stock 35,733
</TABLE>
The amount of stated capital represented by the shares to be cancelled
is Three Thousand Five Hundred Seventy-three Dollars and Thirty Cents
($3,573.30).
3. The aggregate number of issued shares, after giving effect to such
cancellation, is Nine Million Forty-one Thousand Nine Hundred Six (9,041,906),
itemized as follows:
<TABLE>
<CAPTION>
CLASS PAR VALUE NUMBER OF SHARES
----- --------- ----------------
<S> <C> <C>
Common Stock $0.10 9,041,906
</TABLE>
4. The amount of the stated capital of the corporation, after giving
effect to such cancellation, is Nine Hundred Four Thousand One Hundred Ninety
Dollars and Sixty Cents ($904,190.60).
Dated July 7, 1977
MITCHELL ENERGY & DEVELOPMENT CORP.
By: /s/ BERNARD F. CLARK
------------------------
Bernard F. Clark
Executive Vice President
By: /s/ ERIC E. CHIARIZIO
------------------------
Eric E. Chiarizio
Assistant Secretary
<PAGE> 28
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
I, Amelda M. Pierre, a notary public, do hereby certify that on this
7th day of July, 1977, personally appeared before me Bernard F. Clark, who,
being by me first duly sworn, declared that he is the Executive Vice President
of Mitchell Energy & Development Corp., that he signed the foregoing document as
such officer of the corporation, and that the statements contained therein are
true and correct.
/s/ AMELDA M. PIERRE
---------------------------------------------
Amelda M. Pierre
[NOTARY STAMP]
<PAGE> 29
[STAMP]
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
MITCHELL ENERGY & DEVELOPMENT CORP.
ARTICLE ONE
The name of the corporation is Mitchell Energy & Development Corp.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted
on June 29, 1977.
Article Four of the Articles of Incorporation, as restated, was
amended to read as follows:
Article Four
The aggregate number of shares which the corporation shall have
authority to issue is Twenty Million (20,000,000) shares of Common Stock,
with a par value of ten cents ($0.10) per share.
ARTICLE THREE
The number of shares of Common Stock of the corporation outstanding
and entitled to vote at the Annual Meeting of Stockholders at which the
amendment was adopted was 6,808,654.
ARTICLE FOUR
The holders of 5,761,862 shares of Common Stock voted for adoption of
the amendment; the holders of 19,784 shares of Common Stock voted against
adoption of the amendment; and the holders of 1,027,008 shares did not vote.
MITCHELL ENERGY & DEVELOPMENT CORP.
By: /s/ BERNARD F. CLARK
------------------------
Executive Vice President
By: /s/ ERIC E. CHIARIZIO
------------------------
ASSISTANT Secretary
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
I, Amelda M. Pierre, a Notary Public, do hereby certify that on this
6th day of July, 1977, personally appeared before me Bernard F. Clark, being
duly sworn, and declared that he is the Executive Vice President of Mitchell
Energy & Development Corp., that he signed the foregoing document in the
capacity therein stated, and that the statements therein contained are true and
correct.
/s/ AMELDA M. PIERRE
--------------------------------
Notary Public in and for Harris
County, Texas
<PAGE> 30
[STAMP]
STATEMENT OF
CANCELLATION OF TREASURY SHARES
To the Secretary of State of the State of Texas:
Pursuant to the provision of Article 4.11 of the Texas Business
Corporation Act, the undersigned corporation submits the following statement of
cancellation by resolution of its board of directors of shares of the
corporation reacquired by it, other than redeemable shares redeemed or
purchased:
1. The name of the corporation is MITCHELL ENERGY & DEVELOPMENT CORP.
2. A resolution was duly adopted by the board of directors on
June 30, 1976, authorizing the cancellation of Thirty Six Thousand Two Hundred
Sixty Nine (36,269), treasury shares, itemized as follows:
<TABLE>
<CAPTION>
Class Number of Shares
----- ----------------
<S> <C>
Common 36,269
</TABLE>
The amount of stated capital represented by the shares to be cancelled
is Three Thousand Six Hundred Twenty Six and 90/100 Dollars ($3,626,90).
3. The aggregate number of issued shares, itemized by class and
par value, if any, after giving effect to such cancellation is Five Million
Four Hundred Eleven Thousand Nine Hundred Fifty Three (5,411,953), itemized as
follows:
<TABLE>
<CAPTION>
Class Par Value Number of Shares
----- --------- ----------------
<S> <C> <C>
Common $ .10 5,411,953
</TABLE>
4. The amount of the stated capital of the corporation, after giving
effect to such cancellation is $541,195.30.
Dated July 14, 1976.
ATTEST: MITCHELL ENERGY & DEVELOPMENT CORP.
By /s/ PAUL W. WOMMACK By /s/ BERNARD F. CLARK
------------------- ------------------------
Paul W. Wommack Bernard F. Clark
Secretary Executive Vice President
<PAGE> 31
THE STATE OF TEXAS )
COUNTY OF HARRIS )
I, Claudette Brandon, a notary public, do hereby certify that on this
14th day of July, 1976, personally appeared before me Bernard F. Clark, who,
being by me first duly sworn, declared that he is the Executive Vice President
of MITCHELL ENERGY & DEVELOPMENT CORP., that he signed the foregoing document as
such officer of the corporation, and that the statements therein contained are
true.
/s/ CLAUDETTE BRANDON
---------------------------------
Notary Public
Claudette Brandon
My Commission expires July 13, 1978
<PAGE> 32
[STAMP]
STATEMENT OF
CANCELLATION OF TREASURY SHARES
To the Secretary of State of the State of Texas:
Pursuant to the provisions of Article 4.11 of the Texas Business
Corporation Act, the undersigned corporation submits the following statement of
cancellation by resolution of its Board of Directors of shares of the
corporation reacquired by it, other than redeemable shares redeemed or
purchased:
1. The name of the corporation is Mitchell Energy & Development Corp.
2. A resolution was duly adopted by the Board of Directors on
December 10, 1971, authorizing the cancellation of 18,920, treasury shares,
itemized as follows:
<TABLE>
<CAPTION>
CLASS NUMBER OF SHARES
----- ----------------
<S> <C>
Common 18,920
</TABLE>
The amount of stated capital represented by the shares to be cancelled
is One Thousand Eight Hundred Ninety-two Dollars ($1,892.00).
3. The aggregate number of issued shares, itemized by classes and
series and par value, if any, after giving effect to such cancellation is
itemized as follows:
<TABLE>
<CAPTION>
CLASS SERIES PAR VALUE NUMBER OF SHARES
----- ------ --------- ----------------
<S> <C> <C> <C>
Common None $ .10 3,741,000
</TABLE>
4. The amount of the stated capital of the corporation, after giving
effect to such cancellation, is $374,100.00.
Dated December 20, 1971.
MITCHELL ENERGY & DEVELOPMENT CORP.
By: /s/ BERNARD F. CLARK
------------------------
Executive Vice President
By: /s/ [ILLEGIBLE]
--------------------
Secretary
<PAGE> 33
STATE OF TEXAS )
)
COUNTY OF HARRIS )
I, Minnie M. Adams, a Notary Public, do hereby certify that on this
20th day of December, 1971, personally appeared before me Bernard F. Clark, who,
being by me first duly sworn, declared that he is the Executive Vice President
of MITCHELL ENERGY & DEVELOPMENT CORP., that he signed the foregoing document as
Executive Vice President of the corporation, and that the statements therein
contained are true.
/s/ MINNIE M. ADAMS
------------------------
Notary Public in and for
Harris County, Texas
[STAMP]
<PAGE> 34
[STAMP]
RESTATED ARTICLES OF INCORPORATION
OF
MITCHELL & MITCHELL GAS & OIL CORPORATION
1. Mitchell & Mitchell Gas & Oil Corporation, pursuant to the
provisions of Article 4.07 of the Texas Business Corporation Act, hereby adopts
restated articles of incorporation which accurately copy the articles of
incorporation and all amendments thereto that are in effect to date and as
further amended by such restated articles of incorporation as hereinafter set
forth and which contain no other change in any provision thereof.
2. The articles of incorporation of the corporation are amended by
these restated articles of incorporation to (a) change the name of the
Corporation, (b) change the term of corporate existence to perpetual, (c)
enlarge the corporate purposes, (d) change and increase the authorized capital
stock, (e) deny preemptive rights, (f) change the registered office and
registered agent, (g) delete the designation of the number, names and addresses
of the original directors and substitute the names and addresses of the present
directors and (h) authorize the directors to alter, amend and repeal the bylaws.
3. Each such amendment made by these restated articles of
incorporation has been effected in conformity with the provisions of the Texas
Business Corporation Act and such restated articles of incorporation and each
such amendment made by the restated articles of incorporation was duly adopted
by the shareholders of the corporation on the 4th day of August, 1971.
4. The number of shares outstanding was 87,000 and the number of
shares entitled to vote on the restated articles of incorporation as so amended
was 87,000, all of which voted for the adoption of such restated articles of
incorporation as so amended.
5. Each issued and outstanding share of capital stock, par value 1.00,
and 440 issued shares presently held by the corporation as treasury shares
are hereby changed and reclassified into 43 shares of Common Stock, par value
$.10, and the amount of stated capital is hereby increased from $100,000 to
$375,599.20 by transferring $275,599.20 from the corporation's earned surplus
account to its Common Stock account. Each of the remaining 12,560 issued shares
presently held by the corporation as treasury shares is hereby cancelled.
6. The articles of incorporation and all amendments and supplements
thereto are hereby superseded by the following restated articles of
incorporation which accurately copy the entire text thereof and as amended:
<PAGE> 35
RESTATED ARTICLES OF INCORPORATION
OF
MITCHELL ENERGY & DEVELOPMENT CORP.
ARTICLE ONE
The name of the corporation is MITCHELL ENERGY & DEVELOPMENT CORP.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purposes for which the corporation is organized are:
1. To purchase, control, contract for, acquire, appropriate, locate,
own, improve, maintain, sell, exchange, lease, encumber, mortgage, pledge,
grant, transfer, convey, assign, convey to trustees, develop and exploit, either
by itself or jointly with others, oil, gas, asphalt and other natural
substances, minerals, metals or elements; to explore, drill and bore for,
develop, discover, extract, crack, produce, separate, refine, process, treat,
store, transport, distribute, market, buy and sell natural gas, gas or other
gaseous hydrocarbons and petroleum products, oil and any other minerals or
mineral solutions or the products or by-products thereof, provided, however,
that the corporation may not engage directly in the oil pipeline business in the
State of Texas.
2. To acquire, take, bring together, lease, purchase or otherwise
obtain and to hold, own, maintain, manage, control, exploit, operate, use and
otherwise deal in and to sell, convey, transfer, exchange, pledge, mortgage,
lease or otherwise dispose of royalties and other interests in minerals and to
collect the revenues arising therefrom.
3. By itself or jointly with others, to engage in research,
exploration, laboratory and development work relating to any substance, compound
or mixture, now known or which may hereafter be known, discovered or developed,
and to perfect, develop, manufacture, use, apply and generally deal in any such
substance, compound or mixture.
4. To subscribe for or cause to be subscribed for, and to purchase or
otherwise acquire, hold for investment, sell, assign, transfer, mortgage,
pledge, exchange, distribute, or otherwise dispose of in whole or in part,
securities of any kind, character or description whatsoever of, or any other
interests in, any other corporation or business organization whatsoever, whether
or not now in existence, organized under the laws of the United States or of any
state, district, territory or possession of the United States or of any foreign
country or of any subdivision, possession or dependency of any such foreign
country, without regard
<PAGE> 36
part of the world in which it is carried on; to exercise all the rights, powers
and privileges of ownership of any such securities or other interests, including
the right to vote, to the same extent as a natural person might or could do, and
to do any and all acts and things necessary, advisable or desirable for the
preservation and enhancement in value of any of such securities or interests,
including making loans or granting subsidies to or otherwise assisting, and
guaranteeing the obligations of, or the payment of dividends by, any such
corporation or business organization as permitted by law.
5. To carry on any of its business as a partner or joint venturer with
another or others; to act in any capacity as manager, representative or agent of
any corporation, association, trust, firm, syndicate, public authority or
individual and, as such, to develop, exploit, promote, conduct, manage, operate,
improve, extend or liquidate any of the business or property thereof and to aid,
conduct, manage or operate any lawful enterprise in connection therewith.
6. To enter any contract or arrangement with any governmental authority
whatsoever; to obtain from any such governmental authority any rights,
privileges and concessions which the corporation may deem desirable, and to
exercise, comply with and exploit such rights, privileges and concessions.
7. To borrow or raise moneys for any of the purposes of the corporation
and, from time to time, without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and instruments and evidences of indebtedness, and to secure the payment of any
thereof and of the interest thereon by mortgage upon or pledge, conveyance or
assignment in trust of the whole or any part of the property of the corporation,
whether at the time owned or thereafter acquired, and to sell, pledge or
otherwise dispose of such bonds or other obligations of the corporation for its
corporate purposes.
8. To purchase, manage, sell, receive, lease, own, hold, manage,
improve, use and otherwise deal in and with, real property, as principal or
agent, in Texas as permitted by Article 4.05 of the Texas Miscellaneous
Corporation Laws Act and any other Texas statutes from time to time in force and
to take, lease, purchase, or otherwise acquire and to own, use hold, sell,
manage, convey, exchange lease, mortgage, improve, develop and otherwise handle,
deal in and dispose of real property and interests or rights therein outside
Texas.
<PAGE> 37
9. To purchase or otherwise acquire, own, mortgage, pledge, sell,
lease, rent, assign and transfer or otherwise dispose of trade, deal in and to
sell, convey, transfer, exchange, pledge, mortgage or otherwise dispose of any
properties, interests, rights, devices, facilities, goods, wares, merchandise
and personal property of every kind and description.
10. In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Texas upon corporations formed under the Texas Business Corporation Act and to
do any or all of the things hereinbefore set forth to the same extent as
natural persons might or could do.
ARTICLE FOUR
The aggregate number of shares which the corporation shall have the
authority to issue is Ten Million (10,000,000) shares of the par value of ten
($0.10) cents each.
ARTICLE FIVE
The post office address of its registered office is 3900 One Shell
Plaza, in the City of Houston, Harris County, Texas, and the name of its
registered agent at such address is Paul W. Wommack.
ARTICLE SIX
The number of directors constituting the present board is five (5) and
their names and addresses are as follows:
<TABLE>
<CAPTION>
Name Street Address
---- --------------
<S> <C>
George P. Mitchell 3900 One Shell Plaza
Houston, Texas 77002
Bernard F. Clark 3900 One Shell Plaza
Houston, Texas 77002
B. J. Houck 3900 One Shell Plaza
Houston, Texas 77002
M. D. Thompson, Jr. 3900 One Shell Plaza
Houston Texas 77002
Leland Carter 1101 Republic Nat'l Bank Tower
Dallas, Texas 75201
</TABLE>
ARTICLE SEVEN
No shareholder shall have a preemptive right to acquire any shares or
securities, whether now or hereafter authorized, which may at any time be
issued, sold or offered for sale by the corporation.
ARTICLE EIGHT
The right to cumulate votes in the election of directors is expressly
prohibited.
<PAGE> 38
ARTICLE NINE
Except as may otherwise be provided in the Bylaws, The Board of
Directors of this Corporation is expressly authorized to alter, amend or repeal
the Bylaws or to adopt new Bylaws of this Corporation, without any action on
the part of the shareholders; but the Bylaws made by the Directors and the
powers so conferred may be altered or repealed by the shareholders."
The foregoing constitutes a restatement of the Articles of
Incorporation of Mitchell & Mitchell Gas & Oil Corporation which was originally
incorporated on February 5, 1946, as Roxoil Drilling, Inc.
Dated August 12, 1971.
MITCHELL & MITCHELL GAS & OIL CORPORATION
By /s/ BERNARD F. CLARK
---------------------------------------
Executive Vice President
By /s/ HOMER PENN
---------------------------------------
Secretary
STATE OF TEXAS
COUNTY OF HARRIS
I, Minnie M. Adams, a notary public, do hereby certify that on this
12th day of August, 1971, personally appeared before me Bernard F. Clark, who
being by me first duly sworn, declared that he is the Exec. Vice Pres. of
Mitchell & Mitchell Gas & Oil Corporation, that he signed the foregoing
document as Executive Vice President of said corporation, and that the
statements therein contained are true.
/s/ MINNIE M. ADAMS
-----------------------------------------
Notary Public in and for
Harris County, Texas
(Seal of Notary)
[NOTARY STAMP]
