SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 1994
IES UTILITIES INC.
(formerly IOWA ELECTRIC LIGHT AND POWER COMPANY)
(Exact name of registrant as specified in its charter)
Iowa 0-4117-1 42-0331370
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
IE: Tower, Cedar Rapids, Iowa 52401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 319-398-4411
<PAGE>
Item 2. Acquisition and Disposition of Assets.
On June 4, 1993, IES Industries Inc. (IES) announced that its wholly-owned
utility subsidiaries, Iowa Electric Light and Power Company (IE) and Iowa
Southern Utilities Company (IS), filed applications for regulatory authority to
merge. The merger became effective December 31, 1993, following receipt of all
necessary board, shareholder and regulatory approvals.
IE is and IS was a public utility operating company engaged in supplying
electric energy and natural gas in the State of Iowa. IE also supplies, to a
limited extent, steam for heating and industrial processing. IE is the
surviving corporation and has been renamed IES Utilities Inc. The outstanding
shares of common stock of IS have been cancelled and retired, and the separate
existence of IS has ceased. IES Utilities Inc. serves a total of 325,000
electric and 170,000 natural gas retail customers as well as 32 resale customers
in more than 550 Iowa communities. IES Utilities Inc., the principal subsidiary
of IES, intends to continue to use the assets and property of IE and IS in the
same way as they were utilized prior to the merger.
The merger will be accounted for in a manner similar to pooling of
interests accounting and future financial statements will be presented as if the
companies were merged as of the earliest period shown.
The IES Press Release announcing the effective date of the merger is
attached hereto and incorporated by reference herein.
Item 5. Other Events.
As discussed in Item 2. in connection with the merger of IE and IS, IE's
name has been changed to IES Utilities Inc.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements -
It is not practicable to file the required historical financial information
because IE and IS no longer exist in their pre-merger form. The audited Balance
Sheets at December 31, 1993 and 1992, and the audited Statements of Income and
Statements of Cash Flows for the years ended December 31, 1993, 1992 and 1991,
together with the Report of Independent Public Accountants, for IES Utilities
Inc. will be filed on Form 8-K/A as soon as practicable (no later than 60 days
from the date of this report) as an amendment incorporating such information
into this Form 8-K.
(b) Unaudited Pro Forma Combined Financial Statements -
It is not practicable to file the required unaudited pro forma financial
information because IE and IS no longer exist in their pre-merger form. The
audited Balance Sheets at December 31, 1993 and 1992, and the audited Statements
of Income and Statements of Cash Flows for the years ended December 31, 1993,
1992 and 1991, together with the Report of Independent Public Accountants, for
IES Utilities Inc. will be filed on Form 8-K/A as soon as practicable (no later
than 60 days from the date of this report) as an amendment incorporating such
information into this Form 8-K.
(c) Exhibits
*2(a) Agreement and Plan of Merger between IE and IS
dated as of June 4, 1993 ("Agreement and Plan of
Merger") (Filed as Exhibit 2 to the IE Current
Report on Form 8-K, dated June 4, 1993 (File
No. 0-4117-1)).
*2(b) Amendment 1 dated June 16, 1993, to the Agreement
and Plan of Merger (Filed as Exhibit 2(b) to the
IE Registration Statement on Form S-3, dated
September 14, 1993 (File No. 33-68796)).
*2(c) Amendment 2 dated September 8, 1993, to the
Agreement and Plan of Merger (Filed as Exhibit
2(c) to the IE Registration Statement on Form
S-3, dated September 14, 1993 (File No.
33-68796)).
*2(d) Amendment 3 dated September 27, 1993, to the
Agreement and Plan of Merger (Filed as Exhibit
2(d) to the IE Current Report on Form 8-K, dated
December 9, 1993 (File No. 0-4117-1)).
4(a) Articles of Merger of Iowa Southern Utilities
Company into Iowa Electric Light and Power
Company (renamed IES Utilities Inc.), dated
December 27, 1993.
4(b) Amended Restated Articles of Incorporation of IES
Utilities Inc. (formerly Iowa Electric Light and
Power Company), dated January 6, 1994.
99 IES Press Release dated December 30, 1993.
__________________________________________
*This exhibit was previously filed as an exhibit to a
registration statement or report previously filed with
the Commission under the file and exhibit numbers shown
after each such exhibit and is hereby incorporated by reference herein.
SIGNATURES
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.
IES UTILITIES INC.
(Registrant)
Date January 7, 1994 By /s/ Blake O. Fisher, Jr.
(Signature)
Blake O. Fisher, Jr.
Executive Vice President, Chief
Financial Officer and Director
Exhibit 4(a)
ARTICLES OF MERGER OF
IOWA SOUTHERN UTILITIES COMPANY
INTO
IOWA ELECTRIC LIGHT AND POWER COMPANY
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to the provisions of Section 1105 of the Iowa Business Corporation
Act, the undersigned corporations adopt the following Articles of Merger:
1. The Agreement and Plan of Merger (the "Plan of Merger"), providing
for the merger (the "Merger") of Iowa Southern Utilities Company
with and into Iowa Electric Light and Power Company, is set forth
in its entirety as Exhibit I attached hereto and hereby made a part
hereof. The Plan of Merger also provides that the surviving
corporation will be renamed upon the consummation of the Merger
with the filing of Restated Articles of Incorporation of Iowa
Electric Light and Power Company under the new corporate name. In
accordance therewith, Iowa Electric Light and Power Company has
contemporaneously submitted for filing with the Secretary of State
of Iowa Restated Articles of Incorporation which change its
corporate name to:
IES Utilities Inc.
2. The Plan of Merger was approved by the shareholders of each
corporation and;
(a) The designation, number of outstanding shares,
and number of votes entitled to be cast by
each voting group entitled to vote separately
on the Plan of Merger as to each corporation
was:
Number of
Number of Votes
Outstanding Entitled
Name of Corporation Designation Shares To Be Cast
Iowa Southern Utilities Common Stock 2,874,274 2,874,274
Company
Iowa Electric Light and Common Stock 13,370,788 13,370,788
Power Company
Iowa Electric Light and 4.30% Preferred 120,000 120,000
Power Company
Iowa Electric Light and 4.80% Preferred 146,406 146,406
Power Company
Iowa Electric Light and 6.10% Preferred 100,000 100,000
Power Company
(b) The total number of shares cast for and against the Plan
of Merger by each voting group entitled to vote
separately on the Plan of Merger as to each corporation
was:
Total Total
Number of Number of
Votes Cast Votes Cast
For the Against
Plan the Plan
Name of Corporation Voting Group of Merger of Merger
Iowa Southern Utilities Common Stock 2,874,274 0
Company
Iowa Electric Light and Common Stock 13,370,788 0
Power Company
Iowa Electric Light and 4.30% Preferred 110,917 0
Power Company
Iowa Electric Light and 4.80% Preferred 91,625 267
Power Company
Iowa Electric Light and 6.10% Preferred 63,174 0
Power Company
and the total number of votes cast for the Plan of Merger by each voting group
was sufficient for approval of the Plan of Merger by that voting group.
3. These Articles of Merger and the Merger shall become effective at
11:59:58 P.M. Central Standard Time, on December 31, 1993.
Dated: December 30, 1993.
IOWA ELECTRIC LIGHT AND POWER COMPANY
BY: /s/ Lee Liu
Lee Liu, Chairman of the Board and
Chief Executive Officer
IOWA SOUTHERN UTILITIES COMPANY
BY: /s/ Dean E. Ekstrom
Dean E. Ekstrom, Vice President and
General Manager
Exhibit 4(b)
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
IES UTILITIES INC.
ARTICLE I
The name of the corporation is IES UTILITIES INC.
ARTICLE II
The principal place of business of this Corporation shall be at Cedar
Rapids in the County of Linn and the State of Iowa.
ARTICLE III
The general nature of the business of the Corporation and the objects or
purposes to be transacted, provided for and carried on, for itself or for
other corporations, associations or individuals are to own, sell, lease,
construct, purchase, erect or otherwise acquire buildings wherein business of
the Corporation may be carried on; to own, sell dispose of, lease, construct,
purchase, or otherwise acquire, equip, maintain and operate electric light
plants, electric transmission lines, electric power plants, gas plants,
heating plants, and other public utilities not herein referred to; to
manufacture, buy, sell, accumulate, store, transmit, furnish and distribute
electrical energy for light, heat, power and other purposes; to produce or in
any manner acquire, sell, dispose of and distribute gas, its by-products and
residual products; to sell and furnish the products of such public utilities
as the Corporation may at any time own, lease or operate; to deal in all
apparatus and things required for, or capable of being used in connection
with, the generation, distribution, supply, accumulation, use and employment
of electrical energy, gas and heat; to produce, create, develop and in any
manner acquire water powers; to improve and utilize such water powers; to
sell in any manner, dispose of and distribute such water powers in the
generation of electrical energy; to acquire, hold, use, dispose of and sell
rights and franchises of every kind, nature and class; to purchase, sell,
assign, transfer, mortgage, pledge or otherwise dispose of shares of capital
stock, bonds, debentures, evidences of indebtedness, and other securities of
any corporation or association, provided, however, except in the case of
securities of a corporation owning or operating railway properties, the
principal business of the issuers of such capital stock, bonds, debentures,
evidences of indebtedness or other securities so acquired by the Corporation
shall be one of the businesses in which this Corporation is engaged at the
time, and while this Corporation is the holder of any such shares of stock to
exercise all the rights, powers, and privileges of ownership, including the
right to vote thereon in the same manner as a natural person might or could;
to aid, facilitate and assist in the construction, building, extension,
improvement, equipment, maintenance and operation of any electric generating
plant, gas plant, heating plant and other public utility; to aid any
corporation, association or individual of which any stock, bonds, evidences
of indebtedness or any other securities are held by the Corporation, provided
the principal business of the issuer is a business in which this Corporation
is engaged at that time; to do any acts or things designed to protect,
preserve, improve or enhance the value of stock, bonds or other evidences of
indebtedness or other securities owned by this Corporation; to borrow money
and issue its obligations therefor, and to secure the payment of its
obligations by mortgage or pledge of all or any part of its property now
owned or hereafter acquired, and the rents, income and profits thereof; to
draw, make, execute, accept, endorse, discount, transfer, and assign
promissory notes, bills of exchange, warrants, and other obligations; to
acquire and hold and to sell and transfer shares of its own capital stock,
but no share of stock of the Corporation while held, owned or controlled by
it, directly or indirectly, shall be voted at any meeting of the stockholders
of the Corporation.
This Corporation may conduct its business in the State of Iowa and in
other states, districts and territories of the United States, and may hold,
own, improve, sell, convey and otherwise dispose of real and personal
property of every class and description in any of the states, districts and
territories of the United States, subject to the respective laws of such
states, district and territories, and the Corporation shall have the right to
do and perform all acts necessary or pertaining to such lines of business as
it may lawfully engage in and for the successful conduct thereof, and may
exercise all of the powers, rights and privileges conferred by the laws of
Iowa upon corporations organized for pecuniary profit, and all such rights,
powers and privileges as may hereafter be conferred by the laws of Iowa upon
corporations organized for the purpose of pecuniary profit. It is the
intention that no object or purpose specified in this article, except when
otherwise expressed, shall be in any wise limited or restricted by reference
to or inference from any other clause in these articles, but the several
objects and purposes specified in this article shall be regarded as
independent objects and purposes.
ARTICLE IV
CAPITAL STOCK
Section 1. The authorized capital stock of the Corporation shall
consist of 25,166,406 shares, of which 146,406 shall be 4.80% Cumulative
Preferred Stock of the par value of $50 each, 120,000 shares shall be 4.30%
Cumulative Preferred Stock of the par value of $50 each, 200,000 shares shall
be Cumulative Preferred Stock of the par value of $50 each issuable in series
as hereinafter provided, 700,000 shares shall be Cumulative Preference Stock
of the par value of $100 each issuable in series as hereinafter provided and
24,000,000 shares shall be Common Stock of the par value of $2.50 each.
Section 2. The designations, rights, preferences and conditions of the
4.80% Cumulative Preferred Stock and Common Stock of the Corporation shall be
as follows:
1. The 4.80% Cumulative Preferred Stock shall be entitled, in
preference to the Common Stock but pari passu with any additional class of
cumulative preferred stock which may be authorized pursuant to the provisions
of Paragraph 10 of Section 2 of Article IV hereof, to dividends from surplus
(whether earned or paid-in) or profits at the rate of four and eight-tenths
per cent (4.80%) of the par value thereof per annum, payable quarterly on
April 1, July 1, October 1 and January 1 of each year, when and as declared
by the Board of Directors. Such dividends with respect to each share shall
be cumulative from the first day of the dividend period in which such share
shall originally have been issued. No share of the 4.80% Cumulative
Preferred Stock shall be entitled to any dividends in excess of the aforesaid
dividends at the rate of four and eight-tenths per cent (4.80%) of the par
value thereof per annum.
2. In the event of involuntary dissolution or liquidation of the
Corporation, the holders of the 4.80% Cumulative Preferred Stocks shall be
entitled, in preference to the Common Stock, but pari passu with any
additional class of cumulative preferred stock which may be authorized
pursuant to the provisions of Paragraph 10 of Section 2 of Article IV hereof,
to receive Fifty Dollars ($50) per share, the par value of their shares, plus
an amount equal to the accrued and unpaid dividends on such shares to the
date of dissolution or liquidation. In the event of any voluntary
dissolution or liquidation, the holders of the 4.80% Cumulative Preferred
Stock shall be entitled, in preference to the Common Stock, but pari passu
with any additional class of cumulative preferred stock, which may be
authorized pursuant to the provisions of Paragraph 10 of Section 2 of Article
IV hereof, to receive Fifty Dollars ($50) per share, plus an amount equal to
the accrued and unpaid dividends on such shares to the date of dissolution or
liquidation and plus a premium of $2.00 per share if such dissolution or
liquidation should occur on or prior to June 30, 1953; a premium of $1.50 per
share if such dissolution or liquidation should occur subsequent to June 30,
1953, but on or prior to June 30, 1956; a premium of $1.00 per share if such
dissolution or liquidation should occur subsequent to June 30, 1956, but on
or prior to June 30, 1960; and a premium of 25 cents per share if such
dissolution or liquidation should occur at any time subsequent to June 30,
1960.
3. The 4.80% Cumulative Preferred Stock may be redeemed in whole or in
part at any time at the applicable redemption price for each share of 4.80%
Cumulative Preferred Stock redeemed. The redemption price from time to time
shall be: $52.00 per share if redeemed on or before June 30,1953; $51.50 per
share if redeemed thereafter and on or before June 30, 1956; $51.00 per share
if redeemed thereafter and on or before June 30, 1960; and $50.25 per share
if redeemed thereafter; together, in each case, with an amount equal to the
accrued and unpaid dividends to and including the date of redemption. If
less than all of the shares of the 4.80% Cumulative Preferred Stock are to be
redeemed, they shall be selected in such manner as the Board of Directors
shall determine. Nothing herein contained shall limit any right of the
Corporation to purchase or otherwise acquire any shares of the 4.80%
Cumulative Preferred Stock. Notice of the intention of the Corporation to
redeem shares of 4.80% Cumulative Preferred Stock or any thereof shall be
mailed at least thirty (30) days before the date of redemption to each holder
of record of the shares to be redeemed, at his last known post office address
as shown by the records of the Corporation. If the Corporation shall deposit
on or prior to any date fixed for redemption of 4.80% Cumulative Preferred
Stock, with any bank or trust company having a capital, surplus and undivided
profits aggregating at least $5,000,000, as a trust fund, a fund sufficient
to redeem the shares called for redemption, with irrevocable instructions and
authority to such bank or trust company to cause said notice to be mailed if
not already mailed and to pay on or after the date of such deposit, to the
respective holders of such shares, the redemption price thereof upon the
surrender of their share certificates, then from and after the date of such
deposit (although prior to the date fixed for redemption) such shares so
called shall be deemed to be redeemed and dividends thereon shall cease to
accrue after said date fixed for redemption, and such deposit shall be deemed
to constitute full payment of said shares to the holders thereof and
thereafter said shares shall no longer be deemed to be outstanding, and the
holders thereof shall cease to be shareholders with respect to such shares,
and shall have no rights with respect thereto except only the right to
receive from said bank or trust company payment of the redemption price of
such shares without interest, upon surrender of their certificates therefor.
Any moneys deposited by the Corporation pursuant to this Paragraph 3 and
unclaimed at the end of six years from the date fixed for redemption shall be
repaid to the Corporation upon its request expressed in a resolution of its
Board of Directors, after which repayment such holders shall look only to the
Corporation for such payment of the redemption price. If at any time
dividends on any of the outstanding shares of 4.80% Cumulative Preferred
Stock, or on any shares of stock of any class ranking on a parity with the
4.80% Cumulative Preferred Stock, shall be in default, thereafter and until
all arrears in payment of quarterly dividends on the 4.80% Cumulative
Preferred Stock and dividends on any such shares of stock ranking on a parity
with the 4.80% Cumulative Preferred stock have been paid the Corporation
shall not redeem less than all of the 4.80% Cumulative Preferred Stock at the
time outstanding and shall not purchase or otherwise acquire for value any
4.80% Cumulative Preferred Stock except in accordance with an offer made to
all holders of 4.80% Cumulative Preferred Stock. Any shares of 4.80%
Cumulative Preferred Stock which are redeemed or retired shall be cancelled
and shall not be reissued.
4. So long as any shares of the 4.80% Cumulative Preferred Stock are
outstanding, the Corporation shall not, without the affirmative vote or
consent of the holders of at least two-thirds of the outstanding shares
thereof, voting as a class: (a) authorize any stock ranking prior in any
respect to the 4.80% Cumulative Preferred Stock; or (b) make any change in
the terms or provisions of the 4.80% Cumulative Preferred Stock that would
adversely affect the rights and preferences of the holders thereof; or (c)
issue any shares of cumulative preferred stock theretofore authorized
pursuant to Paragraph 10 of Section 2 of Article IV hereof but unissued or
shares or any other class of stock pari passu with the 4.80% Cumulative
Preferred Stock, other than in exchange for, or for the purpose of effecting
the redemption or other retirement of, not less than an equal aggregate par
value of shares of 4.80% Cumulative Preferred Stock, or of any stock pari
passu therewith, at the time outstanding, unless the net earnings of the
Corporation available for dividends determined in accordance with sound
accounting practices, for a period of any twelve consecutive months within
the fifteen calendar months immediately preceding the first day of the month
in which such additional stock is issued are at least one and one-half times
the sum of (i) the interest requirements for one year on the funded debt and
notes payable of the Corporation maturing twelve months or more after the
respective dates of issue thereof, and to be outstanding at, the date of
issue of such additional shares and (ii) the dividend requirements for one
year on all shares of the 4.80% Cumulative Preferred Stock and of cumulative
preferred stock that may be authorized pursuant to Paragraph 10 of Section 2
of Article IV hereof and of all other classes of stock ranking pari passu
with or prior to the 4.80% Cumulative Preferred Stock in respect of dividends
or assets, to be outstanding immediately after such proposed issue of
additional shares.
5. So long as any of the shares of 4.80% Cumulative Preferred Stock are
outstanding, the Corporation shall not, without the affirmative vote or
consent of the holders of at least a majority of the outstanding shares of
4.80% Cumulative Preferred Stock, voting as one class, merge or consolidate
with any other corporation or corporations or sell substantially all of the
property of the Corporation, provided the provisions of this Paragraph 5
shall not apply to any mortgage of all or substantially all of the property
of the Corporation.
6. Except as otherwise required by law, and subject to the provisions
of Paragraphs 4 and 5 of Section 2 of Article IV hereof, no holder of 4.80%
Cumulative Preferred Stock shall have any right to vote for the election of
directors or for any other purpose; provided, however, that if at the time of
any annual meeting of stockholders, dividends payable on the 4.80% Cumulative
Preferred Stock shall be accrued and unpaid in an amount equal to four
quarterly dividends, the holders of the 4.80% Cumulative Preferred Stock and
of other shares of preferred stock ranking pari passu therewith, voting as a
class, shall be entitled to elect a majority of the total number of
directors, and the holders of Common Stock, voting separately as a class,
shall be entitled to elect the remaining directors. Whenever the right shall
vest in the holders of the 4.80% Cumulative Preferred Stock and of other
shares of preferred stock ranking pari passu therewith to elect such
directors, the Board of Directors shall, at least fifteen days prior to such
annual meeting at which such dividends remain accrued and unpaid, cause to be
mailed to each stockholder, at his last known post office address as shown on
the stock records of the Corporation, a notice to this effect. At all
meetings of stockholders where the holders of the 4.80% Cumulative Preferred
Stock and of other preferred stock ranking pari passu therewith shall have
such right to elect such directors, the presence in person or by proxy of the
holders of a majority of the aggregate number of outstanding shares of 4.80%
Cumulative Preferred Stock shall be required to constitute a quorum for the
election of such directors; further provided, however, that the absence of a
quorum of the holders of 4.80% Cumulative Preferred Stock shall not prevent
the election at any such meeting or adjournments thereof of directors in the
usual manner by the holders of Common Stock if the necessary quorum of the
holders of Common Stock is present in person or by proxy at such meeting.
When all dividends accrued and unpaid on the 4.80% Cumulative Preferred Stock
shall have been paid or declared and set apart for payment, holders of 4.80%
Cumulative Preferred stock and of other preferred stock ranking pari passu
therewith shall at the next annual meeting be divested of their rights in
respect of such election of a majority of the directors, and the voting power
of the holders of the 4.80% Cumulative Preferred Stock and of other preferred
stock ranking pari passu therewith and the holders of the Common Stock shall
revert to the status existing before the first dividend payment date on which
dividends on the 4.80% Cumulative Preferred Stock were not paid in full; but
always subject to the same provisions for vesting such special rights in the
holders of the 4.80% Cumulative Preferred Stock and of other preferred stock
ranking pari passu therewith in the event dividends on the 4.80% Cumulative
Preferred Stock shall again become accrued and unpaid in an amount equal to
four quarterly dividends. Vacancies among directors elected by holders of
4.80% Cumulative Preferred Stock and of other preferred stock ranking pari
passu therewith during any period for which directors shall have been so
elected shall be filled until the next annual or special meeting for the
election of directors, by the vote of a majority of the remaining directors
elected by the 4.80% holders of Cumulative Preferred Stock and of other
preferred stock ranking pari passu therewith. Vacancies among directors
elected by the Common Stock shall be filled by the vote of a majority of the
remaining directors elected by the holders of Common Stock until the next
annual meeting for the election of directors or special meeting in lieu
thereof.
7. At any meeting of the stockholders each holder of shares of capital
stock entitled to vote upon the subject or subjects to be acted upon, shall
be entitled to one vote for each share of preferred stock and/or common stock
registered in his name on the stock books of the Corporation ten (10) days
prior to the date of the meeting.
8. So long as any shares of 4.80% Cumulative Preferred Stock shall be
outstanding, no dividend or other distribution (except in common stock of the
Corporation) shall be declared or paid on the Common Stock of the
Corporation, and the Corporation shall not directly or indirectly acquire or
redeem shares of the Common Stock, unless all dividends on the 4.80%
Cumulative Preferred Stock for all past quarterly dividend periods shall have
been paid or declared and set apart. The foregoing provisions of this
paragraph shall not, however, apply to the acquisition of any shares of
Common Stock in exchange for, or through application of the proceeds of the
sale of, any shares of Common Stock. After the payment of the limited
dividends and/or shares in distribution of assets or amounts payable upon
dissolution or liquidation to which the holders of 4.80% Cumulative Preferred
Stock are expressly entitled in preference to the Common Stock in accordance
with the provisions hereinabove set forth, the Common Stock alone (subject to
the rights of any class of stock hereafter authorized) shall receive all
other dividends, from surplus (whether earned or paid-in) or profits, and
shares in distribution.
9. No holder of 4.80% Cumulative Preferred Stock of Common Stock shall
be entitled, as such, as a matter of right, to subscribed for or purchase any
part of any new or additional issue of stock or securities of the Corporation
convertible into stock, of any class whatsoever, whether now or hereafter
authorized, and whether issued for cash, property, services or otherwise.
10. Additional classes of cumulative preferred stock of the par value of
Fifty Dollars ($50) per share ranking pari passu or junior to the 4.80%
Cumulative Preferred Stock may be authorized upon the vote of a majority of
all the directors of the Corporation and approved as an amendment to the
Articles of Incorporation by a majority of the holders of Common Stock
represented at a meeting called for such purpose pursuant to notice at which
not less than twenty-five percent (25%) of the outstanding Common Stock shall
be represented. No such class of cumulative preferred stock shall rank prior
to the 4.80% Cumulative Preferred Stock but otherwise may contain such
dividend rates, redemption and voluntary liquidation prices, sinking fund
provisions and provisions for conversion into common stock as may be provided
pursuant to action taken in accordance with this Paragraph 10. The issuance
of any stock so authorized shall be subject to the provisions of clause (c)
of Paragraph 4 of Section 2 of Article IV hereof.
The designations, rights, preferences and conditions of the 4.30%
Cumulative Preferred Stock of the Corporation shall be as follows:
A. The 4.30% Cumulative Preferred Stock shall be entitled, in
preference to the Common stock but pari passu with all other classes of
cumulative preferred stock heretofore authorized or which may hereafter
be authorized pursuant to the provisions of Paragraph 10 of Section 2 of
Article IV hereof, to dividends from surplus (whether earned or paid-in)
or profits at the rate of four and three-tenths per cent (4.30%) of the
par value thereof per annum, payable quarterly on April 1, July 1,
October 1 and January 1 of each year, when and as declared by the Board
of Directors. Such dividends with respect to each share shall be
cumulative from the first day of the dividend period in which such share
shall originally have been issued. No share of the 4.30% Cumulative
Preferred Stock shall be entitled to any dividends in excess of the
aforesaid dividends at the rate of four and three-tenths per cent
(4.30%) of the par value thereof per annum.
B. In the event of involuntary dissolution or liquidation of the
Corporation, the holders of 4.30% Cumulative Preferred Stock shall be
entitled, in preference to the Common Stock, but pari passu with all
other classes of cumulative preferred stock heretofore authorized or
which may hereafter be authorized pursuant to the provisions of
Paragraph 10 of Section 2 of Article IV hereof, to receive Fifty Dollars
($50) per share, the par value of their shares, plus an amount equal to
the accrued and unpaid dividends on such shares to the date of
dissolution or liquidation. In the event of any voluntary dissolution
or liquidation, the holders of the 4.30% Cumulative Preferred Stock
shall be entitled, in preference to the Common Stock, but pari passu
with all other classes of cumulative preferred stock heretofore
authorized or which may hereafter be authorized pursuant to the
provisions of Paragraph 10 of Section 2 of Article IV hereof, to receive
Fifty Dollars ($50) per share, plus an amount equal to the accrued and
unpaid dividends on such shares to the date of dissolution or
liquidation and plus a premium of $2.15 per share if such dissolution or
liquidation should occur prior to April 1, 1959; a premium of $1.65 per
share if such dissolution or liquidation should occur after March 31,
1959, but prior to April 1, 1964; and a premium of $1.00 per share if
such dissolution or liquidation should occur at any time after March 31,
1964.
C. The 4.30% Cumulative Preferred Stock may be redeemed in whole or
in part at any time at the applicable redemption price for each share of
4.30% Cumulative Preferred Stock redeemed. The redemption price from
time to time shall be: $52.15 per share if redeemed prior to April 1,
1959; $51.65 per share if redeemed after March 31, 1959 and prior to
April 1, 1964; and $51.00 per share if redeemed at any time after March
31, 1964; together, in each case, with an amount equal to the accrued
and unpaid dividends to and including the date of redemption. If less
than all of the shares of the 4.30% Cumulative Preferred Stock are to be
redeemed, they shall be selected in such manner as the Board of
Directors shall determine. Nothing herein contained shall limit any
right of the Corporation to purchase or otherwise acquire any shares of
the 4.30% Cumulative Preferred Stock. Notice of the intention of the
Corporation to redeem shares of 4.30% Cumulative Preferred Stock or any
thereof shall be mailed at least thirty (30) days before the date of
redemption to each holder of record of the shares to be redeemed, at his
last known post office address as shown by the records of the
Corporation. If the Corporation shall deposit on or prior to any date
fixed for redemption of 4.30% Cumulative Preferred Stock, with any bank
or trust company having a capital, surplus and undivided profits
aggregating at least $5,000,000, as a trust fund, a fund sufficient to
redeem the shares called for redemption, with irrevocable instructions
and authority to such bank or trust company to cause said notice to be
mailed if not already mailed and to pay on and after the date of such
deposit, to the respective holders of such shares, the redemption price
thereof upon the surrender of their share certificates, then from and
after the date of such deposit (although price to the date fixed for
redemption) such shares so called shall be deemed to be redeemed and
dividends thereon shall case to accrue after said date fixed for
redemption, and such deposit shall be deemed to constitute full payment
of said shares to the holders thereof and thereafter said shares shall
no longer be deemed to be outstanding, and the holders thereof shall
cease to be shareholders with respect to such shares, and shall have no
rights with respect thereto except only the right to receive from said
bank or trust company payment of the redemption price of such shares
without interest, upon surrender of their certificates therefor. Any
moneys deposited by the Corporation pursuant to this paragraph C and
unclaimed at the end of six years from the date fixed for redemption
shall be repaid to the Corporation upon its request expressed in a
resolution of its Board of Directors, after which repayment such holders
shall look only to the Corporation for such payment of the redemption
price. If at any time dividends on any of the outstanding shares of
4.30% Cumulative Preferred Stock, or on any shares of stock of any class
ranking on a parity with the 4.30% Cumulative Preferred Stock, shall be
in default, thereafter and until all arrears in payment of quarterly
dividends on the 4.30% Cumulative Preferred Stock and dividends on any
such shares of stock ranking on a parity with the 4.30% Cumulative
Preferred Stock have been paid the Corporation shall not redeem less
than all of the 4.30% Cumulative Preferred Stock at the time outstanding
and shall not purchase or otherwise acquire for value any 4.30%
Cumulative Preferred Stock except in accordance with an offer made to
all holders of 4.30% Cumulative Preferred Stock. Any shares of 4.30%
Cumulative Preferred Stock which are redeemed or retired shall be
cancelled and shall not be reissued.
D. So long as any shares of the 4.30% Cumulative Preferred Stock
are outstanding, the Corporation shall not, without the affirmative vote
or consent of the holders of at least two-thirds of the outstanding
shares thereof, voting as a class: (a) authorize any stock ranking prior
in any respect to the 4.30% Cumulative Preferred Stock; or (b) make any
change in the terms or provisions of the 4.30% Cumulative Preferred
Stock that would adversely affect the rights and preferences of the
holders thereof; or (c) issue any shares of cumulative preferred stock
theretofore authorized pursuant to Paragraph 10 of Section 2 of Article
IV hereof but unissued or shares of any other class of stock pari passu
with the 4.30% Cumulative Preferred Stock, other than in exchange for,
or for the purpose of effecting the redemption or other retirement of,
not less than an equal aggregate par value of shares of 4.30% Cumulative
Preferred Stock, or of any stock pari passu therewith, at the time
outstanding, unless the net earnings of the Corporation available for
dividends determined in accordance with sound accounting practices, for
a period of any twelve consecutive months within the fifteen calendar
months immediately preceding the first day of the month in which such
additional stock is issued are at least one and one-half times the sum
of (i) the interest requirements for one year on the funded debt and
notes payable of the Corporation maturing twelve months or more after
the respective dates of issue thereof, and to be outstanding at, the
date of issue of such additional shares and (ii) the dividend
requirements for one year on all shares of the 4.30% Cumulative
Preferred Stock and of cumulative preferred stock that may have been
heretofore authorized or may hereafter be authorized pursuant to
Paragraph 10 of Section 2 of Article IV hereof and of all other classes
of stock ranking pari passu with or prior to the 4.30% Cumulative
Preferred Stock in respect of dividends or assets, to be outstanding
immediately after such proposed issue of additional shares.
E. So long as any of the shares of 4.30% Cumulative Preferred Stock
are outstanding, the Corporation shall not, without the affirmative vote
or consent of the holders of at least a majority of the outstanding
shares of 4.30% Cumulative Preferred Stock, voting as one class, merge
or consolidate with any other corporation or corporations or sell
substantially all of the property of the Corporation, provided the
provisions of this Paragraph E shall not apply to any mortgage of all or
substantially all of the property of the Corporation.
F. Except as otherwise required by law, and subject to the
provisions of Paragraphs D and E of Section 2 of Article IV hereof, no
holder of 4.30% Cumulative Preferred Stock shall have any right to vote
for the election of directors or for any other purpose; provided,
however, that if at the time of any annual meeting of stockholders,
dividends payable on the 4.30% Cumulative Preferred Stock shall be
accrued and unpaid in an amount equal to four quarterly dividends, the
holders of the 4.30% Cumulative Preferred Stock and of other shares of
preferred stock ranking pari passu therewith, voting as a class, shall
be entitled to elect a majority of the total number of directors, and
the holders of Common Stock, voting separately as a class shall be
entitled to elect the remaining directors. So long as any of the 4.30%
Cumulative Preferred Stock shall be outstanding all of the provisions of
Paragraph 6 of Section 2 of Article IV hereof following the first
sentence thereof shall continue in effect and apply to election held
because of defaults in any payment of dividends on the 4.30% Cumulative
Preferred Stock, provided, however, in the event the 4.80% Cumulative
Preferred Sock shall have been retired, in the application of such
provisions there shall be substituted for the "4.80% Cumulative
Preferred Stock" appearing therein the "4.30% Cumulative Preferred
Stock."
G. So long as any shares of 4.30% Cumulative Preferred Stock shall
be outstanding, no dividend or other distribution (except in common
stock of the Corporation) shall be declared or paid on the Common Stock
of the Corporation, and the Corporation shall not directly or indirectly
acquire or redeem shares of the Common Stock, unless all dividends on
the 4.30% Cumulative Preferred Stock for all past quarterly dividend
periods shall have been paid or declared and set apart. The foregoing
provisions of this paragraph shall not, however, apply to the
acquisition of any shares of Common Stock in exchange for, or through
application of the proceeds of the sale of, any shares of Common Stock.
After the payment of the limited dividends and/or shares in distribution
of assets or amounts payable upon dissolution or liquidation to which
the holders of 4.30% Cumulative Preferred Stock are expressly entitled
in preference to the Common Stock in accordance with the provisions
hereinabove set forth, the Common Stock alone (subject to the rights of
any class of stock heretofore or hereafter authorized) shall receive all
other dividends from surplus (whether earned or paid-in) or profits, and
shares in distribution.
H. No holder of 4.30% Cumulative Preferred Stock shall be entitled,
as such, as a matter of right, to subscribe for or purchase any part of
any new or additional issue of stock or securities of the Corporation
convertible into stock, of any class whatsoever, whether now or
hereafter authorized, and whether issued for cash, property, services or
otherwise.
CUMULATIVE PREFERRED STOCK, PAR VALUE $50 PER SHARE
The designations, rights, preferences and conditions of the Cumulative
Preferred Stock of the Corporation, except as otherwise provided by law or
determined in accordance with the provisions hereinafter set forth, shall be
as follows:
I. Issuance in Series. The Cumulative Preferred Stock of the par
value of $50 per share shall be issued either in whole or in part as one
or more series as hereinafter provided or as shall be determined from
time to time by the Board of Directors.
To the extent that variations in the relative rights and preferences
as between series of the Cumulative Preferred Stock are not established,
fixed and determined herein, authority is hereby expressly vested in the
Board of Directors to fix and determine the relative rights and
preferences of the shares of any series of such Cumulative Preferred
Stock hereafter established, but all shares of Cumulative Preferred
Stock shall be identical except as to the following relative rights and
preferences, as to which there may be variations between different
series:
(1) The rate of dividend;
(2) The price at and the terms and conditions on which the
shares may be redeemed;
(3) The amount payable upon shares in event of involuntary
liquidation;
(4) The amount payable upon shares in event of voluntary
liquidation;
(5) Sinking fund provisions for the redemption or purchase of
shares; and
(6) The terms and conditions on which shares may be converted,
if the shares of any series are issued with the privilege of
conversion.
All shares of Cumulative Preferred Stock shall be of equal rank with
each other, regardless of series, and shall be identical with each other
in all respects except as provided pursuant to this Paragraph I; and the
shares of Cumulative Preferred Stock of any one series shall be
identical with each other in all respects, except as to the dates from
and after which dividends thereon shall be cumulative. As used herein,
the term "of equal rank" means neither enjoying nor being subject to any
priority with respect either to payment of dividends or to the
distribution of assets upon the liquidation, dissolution or winding up
of the Corporation, and has no reference to the rate or amount of such
dividends or distributions or to other terms of the shares.
The Cumulative Preferred Stock shall rank pari passu and on a parity
with the 4.80% Cumulative Preferred Stock, the 4.30% Cumulative
Preferred Sock and all other classes of preferred stock of equal rank
hereafter authorized (hereinafter called "preferred stock of equal
rank").
The shares of Cumulative Preferred Stock may be issued for such
consideration, not less than the par value thereof, as shall be fixed
from time to time by the Board of Directors.
II. Dividend Rights. The holders of the Cumulative Preferred Stock
of each series shall be entitled to receive, out of any funds legally
available for the purpose, when and as declared by the Board of
Directors, cumulative cash dividends thereon at such rate per annum as
shall be fixed by resolution of the Board of Directors in the case of
each such series, and no more. Dividends on the Cumulative Preferred
Stock of all series shall be payable quarterly on the first day of the
months of January, April, July and October in each year. Dividends on
Cumulative Preferred Stock of each series shall be cumulative with
respect to each share from the first day of the dividend period in which
such share shall originally have been issued. Accumulations of
dividends shall not bear interest. Whenever there shall be paid on the
Cumulative Preferred Stock of any series the full amount or any part of
the dividends payable thereon, there shall also be paid at the same time
upon the shares of each other series of Cumulative Preferred Stock and
of preferred stock of equal rank then outstanding the full amount or the
same proportionate part, as the case may be, of the dividends payable
thereon.
III. Preference upon Liquidation, Dissolution, or Winding Up. In
the event of any partial or complete liquidation, dissolution or winding
up of the affairs of the Corporation, whether voluntary or involuntary,
before any distribution shall be made to the holders of any shares of
Common Stock, the Cumulative Preferred Stock of each series shall be
entitled, pari passu with all preferred stock of equal rank, to receive
for each share thereof, out of any legally available assets of the
Corporation:
(a) if such liquidation, dissolution or winding up shall be
involuntary, a sum in cash equal to $50 per share; or
(b) if such liquidation, dissolution or winding up shall be
voluntary, a sum in cash equal to the redemption price that
would have been payable had the Corporation, instead, at its
option redeemed the same on the date when the first distribution
is made upon the shares of Cumulative Preferred Stock in
connection with such voluntary liquidation, dissolution or
winding up;
plus, in each case, an amount equal to all unpaid cumulative dividends
thereon, whether or not declared or earned, accrued to the date when
payment of such preferential amounts shall be made available to the
holders of the Cumulative Preferred Stock; and the Cumulative Preferred
Stock shall be entitled to no further participation in such
distribution.
If, upon any such liquidation, dissolution or winding up of the
affairs of the Corporation, the assets of the Corporation available for
distribution as aforesaid among the holders of the Cumulative Preferred
Stock of all series and of all preferred stock of equal rank shall be
insufficient to permit the payment to them of the full preferential
amounts aforesaid, then the entire assets of the Corporation so to be
distributed shall be distributed ratably among the holders of the
Cumulative Preferred Stock of all series and of all preferred stock of
equal rank in proportion to the full preferential amounts to which they
are respectively entitled.
A consolidation or merger of the Corporation, or a sale or transfer
of all or substantially all of its assets as an entirety shall not be
regarded as a "liquidation, dissolution or winding up of the affairs of
the Corporation" within the meaning of this Paragraph III.
IV. Redemptions. (a) The Corporation may, unless otherwise
prohibited by any provisions of these Articles of Incorporation, as
amended, or any resolution adopted by the Board of Directors providing
for the issue of any series of Cumulative Preferred Stock of which there
are shares then outstanding, at its option, expressed by resolution of
its Board of Directors, at any time redeem the whole or any part of the
Cumulative Preferred Stock or of any series thereof at the time
outstanding, by the payment in cash for each share of stock to be
redeemed of the then applicable redemption price or prices as shall be
fixed by resolution of the Board of Directors in the case of each such
series, plus, in any such case, a sum of money equivalent to all accrued
and unpaid cumulative dividends, whether or not declared or earned,
thereon to the date fixed for redemption.
Notice of any proposed redemption of shares of Cumulative Preferred
Stock shall be given by the Corporation by mailing a copy of such
notice at least 30 days prior to the date fixed for such redemption to
the holders of record of the shares of Cumulative Preferred Stock to be
redeemed, at their respective addresses appearing on the books of the
Corporation. Said notice shall specify the shares called for
redemption, the redemption price and the place at which and the date on
which the shares called for redemption will, upon presentation and
surrender of the certificates of stock evidencing such shares, be
redeemed and the redemption price therefor paid.
If less than all of the shares of any series of Cumulative Preferred
Stock then outstanding are to be redeemed, the shares to be redeemed
shall be selected by such method, either by lot or pro rata, as shall
from time to time be determined by resolution of the Board of Directors,
subject to any limitation contained in resolutions of the Board of
Directors or in these Articles of Incorporation, as amended, providing
for any series of Cumulative Preferred Stock.
From and after the date fixed in any such notice as the date of
redemption, unless default shall be made by the Corporation in providing
moneys at the time and place specified for the payment of the redemption
price pursuant to said notice, all dividends on the shares of Cumulative
Preferred Stock thereby called for redemption shall cease to accrue and
all rights of the holders thereof as stockholders of the Corporation
except the right to receive the redemption price, but without interest,
shall cease and determine; provided, however, the Corporation may, in
the event of any such redemption, and prior to the redemption date
specified in the notice thereof, deposit in trust, for the account of
the holders of the shares of Cumulative Preferred Stock to be redeemed,
with any bank or trust company having a capital, surplus and undivided
profits aggregating at least $5,000,000, all funds necessary for such
redemption, and thereupon all shares of the Cumulative Preferred Stock
with respect to which such deposit shall have been made shall forthwith
upon the making of such deposit no longer be deemed to be outstanding
and all rights of the holders thereof with respect to such shares of
Cumulative Preferred Stock shall thereupon cease and terminate, except
the right of such holders to receive from the funds so deposited the
amount payable upon the redemption thereof, but without interest, or, if
any right of conversion conferred upon such shares shall not, by the
terms thereof, previously have expired, to exercise the right of
conversion thereof on or before the redemption date specified in such
notice, unless such right of conversion by the terms thereof expires at
any earlier time, and then only on or before such earlier time for the
expiration of such right of conversion. Any funds so set aside or
deposited which, because of the exercise of any right of conversion of
shares called for redemption, shall not be required for such redemption,
shall be released or repaid forthwith to the Corporation. Any funds so
set aside or deposited, which shall be unclaimed at the end of six years
from such redemption date, shall be released or repaid to the
Corporation upon its request expressed in a resolution of its Board of
Directors, and any depositary thereof shall thereby be relieved of all
responsibility in respect thereof, after which release or repayment the
holders of shares so called for redemption shall look only to the
Corporation for payment of the redemption price, but without interest.
Any interest on funds so deposited which may be allowed by any bank or
trust company with which such deposit was made shall belong to the
Corporation.
(b) If and so long as any quarterly dividend on any series of
Cumulative Preferred Stock shall be in arrears, the Corporation shall
not redeem, purchase or otherwise acquire, by way of sinking fund
payments or otherwise, any Cumulative Preferred Stock or any preferred
stock of equal rank unless all outstanding shares of Cumulative
Preferred Stock are simultaneously redeemed.
(c) Whenever there shall be deposited or set aside the whole or any
part of the funds required to be deposited or set aside by the
Corporation as a sinking fund for any series of Cumulative Preferred
Stock there shall be also deposited or set aside at the same time the
full amount or the same proportionate part, as the case may be, of the
funds, if any, then due to be deposited or set aside as a sinking fund
for each other series of Cumulative Preferred Stock then outstanding.
(d) All shares of Cumulative Preferred Stock which shall have been
redeemed, converted, purchased or otherwise acquired by the Corporation
shall be retired and cancelled and shall have the status of authorized
but unissued shares of Cumulative Preferred Stock.
V. Voting Rights. The holders of the outstanding shares of
Cumulative Preferred Stock shall have no right to vote for the election
of directors or for any other purpose, except as provided in this
Paragraph V or as otherwise required by law.
So long as any shares of the Cumulative Preferred Stock are
outstanding, the Corporation shall not, without the affirmative vote or
consent of the holders of at least two-thirds of the outstanding shares
thereof, voting as a class: (a) authorize any stock ranking prior in any
respect to the Cumulative Preferred Stock; or (b) make any change in the
terms or provisions of the Cumulative Preferred Stock that would
adversely affect the rights and preferences of the holders thereof; or
(c) issue any shares of cumulative preferred stock theretofore
authorized pursuant to Paragraph 10 of Section 2 of Article IV hereof
but unissued or shares of any other class of stock pari passu with the
Cumulative Preferred Stock, other than in exchange for, or for the
purpose of effecting the redemption or other retirement of, not less
than an equal aggregate par value of shares of Cumulative Preferred
Stock, or of any stock pari passu therewith, at the time outstanding,
unless the net earnings of the Corporation available for dividends
determined in accordance with sound accounting practices, for a period
of any twelve consecutive months within the fifteen calendar months
immediately preceding the first day of the month in which such
additional stock is issued are at least one and one-half times the sum
of (i) the interest requirements for one year on the funded debt and
notes payable of the Corporation maturing twelve months or more after
the respective dates of issue thereof, and to be outstanding at, the
date of issue of such additional shares and (ii) the dividend
requirements for one year on all shares of the Cumulative Preferred
Stock and of cumulative preferred stock that may have been heretofore
authorized or may hereafter be authorized pursuant to Paragraph 10 of
Section 2 of Article IV hereof and of all other classes of stock ranking
pari passu with or prior to the Cumulative Preferred Stock in respect of
dividends or assets, to be outstanding immediately after such proposed
issue of additional shares.
So long as any of the shares of Cumulative Preferred Stock are
outstanding, the Corporation shall not, without the affirmative vote or
consent of the holders of at least a majority of the outstanding shares
of Cumulative Preferred Stock, voting as one class, merge or consolidate
with any other corporation or corporations or sell substantially all of
the property of the Corporation, provided the provisions of this
subparagraph shall not apply to any mortgage of all or substantially all
of the property of the Corporation.
If at the time of any annual meeting of stockholders, dividends
payable on the Cumulative Preferred Stock shall be accrued and unpaid in
an amount equal to four quarterly dividends, the holders of the
Cumulative Preferred Stock and of other shares of preferred stock
ranking pari passu therewith, voting as a class, shall be entitled to
elect a majority of the total number of directors, and the holders of
Common Stock, voting separately as a class shall be entitled to elect
the remaining directors. So long as any of the Cumulative Preferred
Stock shall be outstanding all of the provisions of Paragraph 6 of
Section 2 of Article IV hereof following the first sentence thereof
shall continue in effect and apply to election held because of defaults
in any payment of dividends on the Cumulative Preferred Stock, provided,
however, in the event the 4.80% Cumulative Preferred Stock shall have
been retired, in the application of such provisions there shall be
substituted for the "4.80% Cumulative Preferred Stock" appearing therein
the "Cumulative Preferred Stock."
VI. Restrictions on Common Stock Dividends and Distributions. So
long as any shares of any series of the Cumulative Preferred Stock shall
remain outstanding, no dividend (other than a dividend payable in shares
of Common Stock) shall be paid or declared, nor shall any distribution
be made on Common Stock and no Common Stock shall be redeemed,
purchased, retired or otherwise acquired either directly or indirectly,
unless
(a) all dividends on the Cumulative Preferred Stock
of all series then outstanding for all past quarterly
dividend periods and for the current quarterly dividend
period shall have been paid or declared and a sum
sufficient for the payment thereof set apart; and
(b) all sinking fund payments and all purchase fund
payments or other obligations of the Corporation for the
periodic retirement of shares of Cumulative Preferred Stock
of all series then outstanding required to have been made
or performed by the Corporation shall have been made or
performed.
6.10% SERIES CUMULATIVE PREFERRED STOCK
The designations, rights, preferences and conditions of the Cumulative
Preferred Stock of the par value of $50 each, consisting of 100,000 shares,
to the extent not set forth above, shall be as follows:
(1) Designation of series: The series of Cumulative Preferred
Stock hereby established shall be designated as "6.10% Series Cumulative
Preferred Stock" and shall consist of 100,000 shares.
(2) The rate of dividend: The rate of dividend payable on the
shares of 6.10% Series Cumulative Preferred Stock shall be 6.10% of the
par value thereof per annum.
(3) The price at and the terms and conditions on which the shares
may be redeemed: The 6.10% Series Cumulative Preferred Stock shall be
subject to redemption at any time and from time to time in the manner
provided in Paragraph IV above of Section 2 of Article IV hereof at the
redemption price per share of $56.25 if redeemed on or before August 31,
1972, $52.50 if redeemed thereafter and on or before August 31, 1977,
and $51.00 if redeemed thereafter. If less than all of the shares of
6.10% Series Cumulative Preferred Stock are to be redeemed, the shares
to be redeemed shall be apportioned on a pro rata basis between the
registered holders of 2.5% or more of the then outstanding shares of
6.10% Series Cumulative Preferred Stock as a group and the registered
holders of less than 2.5% of the then outstanding shares of 6.10% Series
Cumulative Preferred Stock as a group. The portion of such shares to be
redeemed from within such group of registered holders of 2.5% or more
shall be apportioned on a pro rata basis between or among such holders.
The portion of such shares to be redeemed from within such group of
registered holders of less than 2.5% shall be apportioned by lot or pro
rata as shall from time to time be determined by resolution of the Board
of Directors. In a pro rata apportionment of shares of 6.10% Series
Cumulative Preferred Stock in a partial redemption, the Corporation need
not issue any fractional shares.
(4) The amount payable upon shares in event of involuntary
liquidation: The 6.10% Series Cumulative Preferred Stock shall be
entitled to receive the amount provided in Paragraph III(a) above of
Section 2 of Article IV hereof in the event of involuntary liquidation.
(5) The amount payable upon shares in event of voluntary
liquidation: The 6.10% Series Cumulative Preferred Stock shall be
entitled to receive the amount provided in Paragraph III(b) above of
Section 2 of Article IV hereof in the event of voluntary liquidation.
(6) Sinking fund provisions for the redemption or purchase of
shares: There are no sinking funds provisions for the redemption or
purchase of shares of 6.10% Series Cumulative Preferred Stock.
(7) Pre-emptive rights: So long as any shares of 6.10% Series
Cumulative Preferred Stock shall be outstanding, no holder of any shares
of any series of the aforementioned Cumulative Preferred Stock shall be
entitled, as such, as a matter of right, to subscribe for or purchase
any part of any new or additional issue of stock or securities of the
Corporation convertible into stock, of any class whatsoever, whether now
or hereafter authorized, and whether issued for cash, property, services
or otherwise.
CUMULATIVE PREFERENCE STOCK, PAR VALUE $100 PER SHARE
The designations, rights, preferences and conditions of the Cumulative
Preference Stock of the Corporation, except as otherwise provided by law or
determined in accordance with the provisions hereinafter set forth shall be
as follows:
I. Issuance in Series. The Cumulative Preference Stock of the par
value of $100 per share shall be issued in whole or in part as one or
more series as hereinafter provided or as shall be determined from time
to time by the Board of Directors.
To the extent that variations in the relative rights and preferences
as between series of the Cumulative Preference Stock are not
established, fixed and determined herein, authority is hereby expressly
vested in the Board of Directors to fix and determine the relative
rights and preferences of the shares of any series of such Cumulative
Preference Stock hereafter established, but all shares of Cumulative
Preference Stock shall be identical except as to the following relative
rights and preferences, as to which there may be variations between
different series:
(1) The rate of dividend;
(2) The price at and the terms and conditions on which the
shares may be redeemed;
(3) The amount payable upon shares in event of involuntary
liquidation;
(4) The amount payable upon shares in event of voluntary
liquidation;
(5) Sinking fund provisions for the redemption or purchase of
shares; and
(6) The terms and conditions on which shares may be
converted, if the shares of any series are issued with the
privilege of conversion.
All shares of Cumulative Preference Stock shall be of equal rank
with each other, regardless of series, and shall be identical with each
other in all respects except as provided pursuant to this Paragraph I;
and the shares of Cumulative Preference Stock of anyone series shall be
identical with each other in all respects, except as to the dates from
and after which dividends thereon shall be cumulative. As used herein,
the term "of equal rank" means neither enjoying nor being subject to any
priority with respect either to payment of dividends or to the
distribution of assets upon the liquidation, dissolution or winding up
of the Corporation, and has no reference to the rate or amount of such
dividends or distributions or to other terms of the shares.
The Cumulative Preference Stock is subject to the prior rights and
preferences of the 4.80% Cumulative Preferred Stock, the 4.30%
Cumulative Preferred Stock, the Cumulative Preferred Stock and all other
classes of preferred stock of equal rank therewith now or hereafter
authorized (hereinafter referred to collectively as the "Cumulative
Preferred Stock").
The shares of Cumulative Preference Stock may be issued for such
consideration, not less than the par value thereof, as shall be fixed
from time to time by the Board of Directors; provided, however, that no
additional shares of Preference Stock may be issued if, after giving
effect to such issuance on a pro forma basis, the amount of the
capitalization of the Corporation on a pro forma basis (as determined in
accordance with generally accepted accounting practice) represented by
Cumulative Preferred Stock and Cumulative Preference Stock, plus the
premium, if any, on preferred and preference stock outstanding, would
exceed 20% of the Total Capitalization of the Corporation.
The term "Total Capitalization of the Corporation" shall mean, at
any date as of which the amount thereof is to be determined, the
aggregate of: (a) Shareholders' Equity of the Corporation, and (b) the
aggregate principal amount of all debt of the Corporation maturing by
its term more than one year after the date of creation thereof of the
Corporation outstanding on such date.
II. Dividend Rights. Subject to the prior rights and preferences
of the Cumulative Preferred Stock, the holders of Cumulative Preference
Stock of each series shall be entitled to receive, out of any funds
legally available for the purpose, when and as declared by the Board of
Directors, cumulative cash dividends thereon at such rate per annum as
shall be fixed by resolution of the Board of Directors in the case of
each such series, and no more. Dividends on the Cumulative Preference
Stock of all series shall be payable quarterly on the first day of the
months of January, April, July and October in each year. Dividends on
Cumulative Preference Stock of each series shall be cumulative with
respect to each share from such date, if any, as may be fixed by
resolution of the Board of Directors prior to the issue thereof or, if
no such date is established, from the first day of the dividend period
in which such share shall originally have been issued. Accumulations of
dividends shall not bear interest. Whenever there shall be paid on the
Cumulative Preference Stock of any series the full amount or any part of
the dividends payable thereon, there shall also be paid at the same time
upon the shares of each other series of Cumulative Preference Stock and
of shares of stock of equal rank thereto then outstanding the full
amount or the same proportionate part, as the case may be, of the
dividends payable thereon.
III. Preference upon Liquidation, Dissolution, or Winding Up. In
the event of any partial or complete liquidation, dissolution or winding
up of the affairs of the Corporation, whether voluntary or involuntary,
before any distribution shall be made to the holders of any shares of
Common Stock, but subject to the prior rights and preferences of the
Cumulative Preferred Stock, the Cumulative Preference Stock of each
series shall be entitled, pari passu with all stock of equal rank, to
receive for each share thereof, out of any legally available assets of
the Corporation:
(a) if such liquidation, dissolution or winding up shall be
involuntary, a sum in cash equal to $100 per share; or
(b) if such liquidation, dissolution or winding up shall be
voluntary, a sum in cash equal to the redemption price that
would have been payable had the Corporation, instead, at its
option redeemed the same on the date when the first distribution
is made upon the shares of Cumulative Preference Stock in
connection with such voluntary liquidation, dissolution or
winding up;
plus, in each case, an amount equal to all unpaid cumulative dividends
thereon, whether or not declared or earned, accrued to the date when
payment of such preferential amounts shall be made available to the
holders of the Cumulative Preference Stock; and the Cumulative
Preference Stock shall be entitled to no further participation in such
distribution.
If, upon any such liquidation, dissolution or winding up of the
affairs of the Corporation, the assets of the Corporation available for
distribution as aforesaid among the holders of the Cumulative Preference
Stock of all series and of all stock of equal rank shall be insufficient
to permit the payment to them of the full preferential amounts
aforesaid, then the entire assets of the Corporation so to be
distributed shall be distributed ratably among the holders of the
Cumulative Preference Stock of all series and of all stock of equal rank
in proportion to the full preferential amounts to which they are
respectively entitled.
A consolidation or merger of the Corporation, or a sale or transfer
of all or substantially all of its assets as an entirety shall not be
regarded as a "liquidation, dissolution or winding up of the affairs of
the Corporation" within the meaning of this Paragraph III.
IV. Redemptions. (a) The Corporation may, unless otherwise
prohibited by any provisions of these Articles of Incorporation, as
amended, or any resolution adopted by the Board of Directors providing
for the issue of any series of Cumulative Preference Stock of which
there are shares then outstanding, at its option, expressed by
resolution of its Board of Directors, at any time redeem the whole or
any part of the Cumulative Preference Stock or of any series thereof at
the time outstanding, by the payment in cash for each share of stock to
be redeemed of the then applicable redemption price or prices as shall
be fixed by resolution of the Board of Directors in the case of each
such series, plus, in any such case, a sum of money equivalent to all
accrued and unpaid cumulative dividends, whether or not declared or
earned, thereon to the date fixed for redemption.
Notice of any proposed redemption of shares of Cumulative Preference
stock shall be given by the Corporation by mailing a copy of such notice
at least 30 days prior to the date fixed for such redemption to the
holders of record of the shares of Cumulative Preference Stock to be
redeemed, at their respective addresses appearing on the books of the
Corporation. Said notice shall specify the shares called for
redemption, the redemption price and the place at which and the date on
which the shares called for redemption will, upon presentation and
surrender of the certificates of stock evidencing such shares, be
redeemed and the redemption price therefor paid.
If less than all of the shares of any series of Cumulative
Preference Stock then outstanding are to be redeemed, the shares to be
redeemed shall be selected by such method, either by lot or pro rata, as
shall from time to time be determined by resolution of the Board of
Directors, subject to any limitation contained in resolutions of the
Board of Directors or in these Articles of Incorporation, as amended,
providing for any series of Cumulative Preferred Stock or Cumulative
Preference Stock.
From and after the date fixed in any such notice as the date of
redemption, unless default shall be made by the Corporation in providing
moneys at the time and place specified for the payment of the redemption
price pursuant to said notice, all dividends on the shares of Cumulative
Preference Stock thereby called for redemption shall cease to accrue and
all rights of the holders thereof as stockholders of the Corporation
except the right to receive the redemption price, but without interest
shall cease and determine; provided, however, the Corporation may, in
the event of any such redemption, and prior to the redemption date
specified in the notice thereof, deposit in trust, for the account of
the holders of the shares of Cumulative Preference Stock to be redeemed,
with any bank or trust company having a capital, surplus and undivided
profits aggregating at least $5,000,000, all funds necessary for such
redemption, and thereupon all shares of the Cumulative Preference Stock
with respect to which such deposit shall have been made shall forthwith
upon the making of such deposit no longer be deemed to be outstanding
and all rights of the holders thereof with respect to such shares of
Cumulative Preference Stock shall thereupon cease and terminate, except
the right of such holders to receive from the funds so deposited the
amount payable upon the redemption thereof, but without interest, or, if
any right of conversion conferred upon such shares shall not, by the
terms thereof, previously have expired, to exercise the right of
conversion thereof on or before the redemption date specified in such
notice, unless such right of conversion by the terms thereof expires at
an earlier time, and then only on or before such earlier time for the
expiration of such right of conversion. Any funds so set aside or
deposited which, because of the exercise of any right of conversion of
shares called for redemption, shall not be required for such redemption,
shall be released or repaid forthwith to the Corporation. Any funds so
set aside or deposited, which shall be unclaimed at the end of six years
from such redemption date, shall be released or repaid to the
Corporation upon its request expressed in a resolution of its Board of
Directors, and any depositary thereof shall thereby be relieved of all
responsibility in respect thereof, after which release or repayment of
the holders of shares so called for redemption shall look only to the
Corporation for payment of the redemption price, but without interest.
Any interest on funds so deposited which may be allowed by any bank or
trust company with which such deposit was made shall belong to the
Corporation.
(b) If and so long as any quarterly dividend on any series of
Cumulative Preferred Stock or Cumulative Preference Stock shall be in
arrears, the Corporation shall not redeem, purchase or otherwise
acquire, by way of sinking fund payment or otherwise, any Cumulative
Preference Stock or any stock of equal rank unless all outstanding
shares of Cumulative Preference Stock are simultaneously redeemed.
(c) Whenever there shall be deposited or set aside the whole or any
part of the funds required to be deposited or set aside by the
Corporation as a sinking fund for any series of Cumulative Preference
Stock there shall be also deposited or set aside at the same time the
full amount or the same proportionate part, as the case may be, of the
funds, if any, then due to be deposited or set aside as a sinking fund
for each other series of Cumulative Preference Stock then outstanding.
(d) All shares of the Cumulative Preference Stock which shall have
been redeemed, converted, purchased or otherwise acquired but the
Corporation shall be retired and cancelled and shall have the status of
authorized by unissued shares of Cumulative Preference Stock.
V. Voting Rights. The holders of shares of Cumulative Preference Stock
shall have no right to vote for the election of directors or for any other
purpose, except as provided or required by law.
VI. Restrictions on Common Stock Dividends and Distributions. So long
as any shares of any series of the Cumulative Preference Stock shall remain
outstanding, no dividend (other than a dividend payable in shares of Common
Stock) shall be paid or declared, nor shall any distribution be made on
Common Stock and no Common Stock shall be redeemed, purchased, retired or
otherwise acquired either directly or indirectly, unless:
(a) All dividends on the Cumulative Preference Stock of all
series then outstanding for all past quarterly dividend periods and
for the current quarterly dividend period shall have been paid or
declared and a sum sufficient for the payment thereof set apart;
and
(b) All sinking fund payments and all purchase fund payments
or other obligations of the Corporation for the periodic retirement
of shares of Cumulative Preference Stock of all series then
outstanding required to have been made or performed by the
Corporation shall have been made or performed.
VII. Pre-emptive Rights. No holder of shares of Cumulative Preference
Stock shall be entitled, as such, as a matter of right, to subscribe for or
purchase any part of any new or additional issue of stock or securities of
the Corporation convertible into stock, of any class whatsoever, whether now
or hereafter authorized, and whether issued for cash, property, services or
otherwise.
Section 3. Subject to the provisions of this Article IV and
compliance with the laws of the State of Iowa, the Board of Directors of the
Corporation shall have full power to issue, to sell at prices to be fixed by
the Board of Directors of the Corporation, or to exchange for property or
outstanding stock of the Corporation, any shares of any class of stock of the
Corporation authorized to be issued, at such times as may be fixed by the
Board of Directors of the Corporation; provided, however, no stock shall be
issued or sold for a consideration less than the par value thereof.
Section 4. Shares of stock of the Corporation shall be transferable
only upon the books of the Corporation in person or by attorney, duly
authorized in writing.
Certificates for shares of capital stock of the Corporation shall be in
such form as shall be approved by the Board of Directors; provided, however,
such certificates shall comply with all of the existing requirements of the
laws of the State of Iowa with respect thereto. The Board of Directors shall
be authorized to appoint registrars and/or transfer agents to act as agents
of the Corporation in recording transfers and registering ownership of
capital stock of the Corporation. In the event of the appointment of a
registrar and/or transfer agent and the signature of a registrar or the
signature or counter signature of a transfer agent on stock certificates
issued by the Corporation the signatures of officers of the Corporation
signing stock certificates may be a facsimile thereof in lieu of the actual
signature of such officer or officers, and may be either engraved or printed
on the stock certificates. The fact that at the time of the actual issue or
delivery of a stock certificate, the officer whose signature either actual or
facsimile, appears on such stock certificate shall prior thereto have ceased
to be such officer, shall not invalidate the signature, nor such certificate.
Section 5. Subject to the provisions of Article IV of these Articles
the Board of Directors shall have power to close the stock transfer books of
the Corporation for a period not exceeding forty days preceding the date of
any meeting of stockholders or the date for payment of any dividend or the
date for the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect; provided, however, that in
lieu of closing the stock transfer books as aforesaid, the Board of Directors
may fix in advance a date, not exceeding forty days preceding the date of any
meeting of stockholders or the date for the payment of any dividend or the
date for the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, or entitled to receive payment of any such dividends or to any
such allotment of rights or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, and in such case such
stockholders only as shall be stockholders of record on the date so fixed
shall be entitled to such notice of, and to vote at such meeting, or to
receive payment of such dividend or to receive such allotment of rights or to
exercise such rights, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.
Section 6. At any meeting of the stockholders each holder of a share
of capital stock entitled to vote upon the subject or subjects to be acted
upon shall be entitled to one vote for each share of Preferred Stock and/or
Common Stock registered in his name on the stock books of the Corporation ten
(10) days prior to the date of meeting, subject, however, to the right of the
Board of Directors to fix a record date for determination of stockholders
entitled to vote as provided in Section 5 of this Article IV. If so
provided in the Bylaws of the Corporation such voting may be by proxy subject
to such restrictions as may be provided in the Bylaws.
Section 7. All of the issued and outstanding shares of Common Stock of
the Corporation, except for those shares held by IES Industries Inc., shall
be cancelled; and the shares of Common Stock of the Corporation held by IES
Industries Inc. shall be split into and become an equal number of shares of
Common Stock of the Corporation that was outstanding at the close of business
on May 19, 1986; all without affecting the authorized Capital Stock of the
Corporation as described in this Article.
ARTICLE V
Subject to the provisions of Article IV of these Articles of
Incorporation, any provisions of these Articles of Incorporation may be
amended, altered or repealed at an annual or special meeting of the
stockholders of the Corporation upon the affirmative vote of the holders of
a majority of the Common Stock of the Corporation at the time issued and
outstanding.
The notice of any meeting whereat it is proposed to amend, alter or
repeal any article or articles or provision or provisions of these Articles
of Incorporation shall set forth in full the article or articles or provision
or provisions so to be amended, altered or repealed, and the changes proposed
to be made in the same.
ARTICLE VI
The property and business of the corporation shall be under the general
management and control of the Board of Directors consisting of the number of
persons fixed by the Bylaws of the Corporation. In addition to the powers
and authority expressly conferred upon the said Board of Directors by these
Articles of Incorporation and by the laws of the State, such Board of
Directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by these Articles of
Incorporation directed or required to be exercised or done by the
stockholders.
The Board of Directors shall elect a President, one or more Vice
Presidents, a Secretary and a Treasurer, and such other officers as such
Board of Directors may deem advisable or as may be provided for by the Bylaws
of the Corporation. Any two offices may be filled by one and the same
person, subject, however, to any specific restrictions which may be provided
for in the Bylaws.
ARTICLE VII
Section 1. Meetings of Stockholders. The annual meeting of
stockholders shall be held at the principal place of business of the
Corporation in the State of Iowa, but other meetings of the stockholders may
be held at such place or places as shall be fixed by the directors and stated
in the notice of the meeting. The annual meeting of stockholders for the
election of directors and the transaction of such other business shall be
held, in each year, on such date and at such time as may be specified in the
Bylaws of the Corporation.
Section 2. Election of Directors. The number of directors to serve
during the year next ensuing and until their successors shall be elected and
qualified shall be fixed by the Bylaws of the Corporation, but the number so
fixed shall not be less than five (5). At the regular annual meeting the
stockholders shall elect the directors, in the number so fixed (who need not
be stockholders), to serve for the year next ensuing and until their
successors are elected and qualified. Not less than two-thirds (2/3) of the
directors so elected shall be residents of the State of Iowa, provided,
however, directors elected by a vote of the holders of cumulative preferred
stock need not be residents of said state.
Section 3. Bylaws. The Bylaws of the Corporation shall be adopted by
the Board of Directors of the Corporation. The power to alter, amend, or
repeal the Bylaws, or to adopt new Bylaws, shall be vested in the Board of
Directors. The Bylaws may contain any provisions for the regulation and
management of the affairs of the Corporation not inconsistent with the laws
of the State of Iowa, or these articles of incorporation.
Section 4. Executive Committee. If the Bylaws so provide, the Board of
Directors, by resolution adopted by a majority of the number of directors,
may designate two or more directors to constitute an Executive Committee,
which Committee, to the extent provided in such resolution or the Bylaws,
shall have and may exercise all of the authority of the Board of Directors in
the management of the Corporation; but the designation of such Executive
Committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law.
ARTICLE VIII
The private property of the stockholders of the Corporation shall be
exempt from the debts of the Corporation.
ARTICLE IX
The Corporation shall commence business upon the date its certificate of
incorporation is issued to it by the Secretary of the State of Iowa, and
shall continue in perpetuity.
ARTICLE X
The Corporation may be liquidated or dissolved or, subject to the
provisions of Article IV of these Articles of Incorporation, all of the
property of the Corporation may be sold, by the affirmative vote in favor
thereof of a majority of the Common Stock of the Corporation at the time
issued and outstanding.
ARTICLE XI
Section 11.1. LIABILITY. A director of this corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (iii) for any
transaction from which the director derived an improper personal benefit, or
(iv) under Section 496A.44 of the Iowa Business Corporation Act. If, after
approval by the stockholders of this Section, the Iowa Business Corporation
Act is amended to permit the further elimination or limitation of the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Iowa Business Corporation Act, as so amended. Any repeal of this section
by the stockholders of the Corporation shall not adversely affect any right
or protection of a director of the Corporation in respect of any act or
omission occurring prior to the time of repeal or modification.
Section 11.2. INDEMNIFICATION - The Corporation shall indemnify its
directors, officers, employees and agents to the full extent permitted by the
Iowa Business Corporation Act, as amended from time to time. The Corporation
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against and incurred by such person
in any such capacity or arising out of such person's status as such, whether
or not the Corporation would have the power to indemnify such person against
such liability under the provisions of this section.
Dated this 6th day of January, 1994.
/s/ Larry D. Root
President and
Chief Operating Officer
/s/ Robert J. Kucharski
Vice President - Accounting,
Treasurer and Secretary
IES INDUSTRIES INC.
December 30, 1993
Contact: Colleen Dykes
319/398-7288
Broadcast Line Actuality
1-800-972-5321
Iowa Electric/Iowa Southern Merger Complete
CEDAR RAPIDS, IA---Iowa Electric Light and Power Co. and Iowa Southern
Utilities Co. will merge to form IES Utilities Inc. (IESU). The merger
will become effective December 31, 1993, as a result of the approval
granted December 3, 1993, by the Federal Energy Regulatory Commission
(FERC). The merger application was filed June 4, 1993. The application
was reviewed by several regulatory agencies including FERC and the Iowa
Utilities Board.
IES Utilities Inc. serves a total of 325,000 electric and 170,000
natural gas retail customers as well as 32 resale customers in more than
550 Iowa communities. IES Utilities Inc. is the principal subsidiary of
IES Industries Inc. in Cedar Rapids.
"We are pleased the merger has been completed in such a timely
fashion," said Robert J. Latham, Vice President Corporate Affairs and
Planning at IES Industries. "This merger will provide greater certainty
for the future for IESU customers, employees and communities."
Within five years, it is estimated that the merger will provide
benefits of approximately $15 million annually, Latham said. The primary
source of these savings is in electric generation and transmission
planning.
There are no proposed changes in natural gas or electric prices for
customers as a result of this merger. Long-term expectations are for cost-
based pricing among customers classes and aggressive promotion of energy
efficiency and demand-side management programs. Any future price changes
would require regulatory approval.
"IES Utilities Inc. will continue to be a leader in economic
development programs that promote the state of Iowa for new business and
expansion of existing business," Latham said. IES Utilities will have an
active environmental program, exemplified by its award-winning tree
planting effort called Branching Out. Its demand-side management programs
and energy efficiency incentives have also received recognition nationwide.
Lee Liu will serve as Chairman and Chief Executive Officer of IES
Utilities.
