Page 1 of 15
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1995
Commission File Number 1-5164
MONONGAHELA POWER COMPANY
(Exact name of registrant as specified in its charter)
Ohio 13-5229392
(State of Incorporation) (I.R.S. Employer Identification No.)
1310 Fairmont Avenue, Fairmont, West Virginia 26554
Telephone Number - 304-366-3000
The registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months and (2) has been subject to such filing requirements for the past 90
days.
At November 9, 1995, 5,891,000 shares of the Common Stock ($50 par value)
of the registrant were outstanding, all of which are held by Allegheny Power
System, Inc., the Company's parent.
<PAGE>
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MONONGAHELA POWER COMPANY
Form 10-Q for Quarter Ended September 30, 1995
Index
Page
No.
PART I--FINANCIAL INFORMATION:
Statement of income - Three and nine months ended
September 30, 1995 and 1994 3
Balance sheet - September 30, 1995
and December 31, 1994 4
Statement of cash flows - Nine months ended
September 30, 1995 and 1994 5
Notes to financial statements 6-8
Management's discussion and analysis of financial
condition and results of operations 9-13
PART II--OTHER INFORMATION 14-15
<PAGE>
<TABLE>
<CAPTION>
- 3 -
MONONGAHELA POWER COMPANY
Statement of Income
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
(Thousands of Dollars)
ELECTRIC OPERATING REVENUES:
<S> <C> <C> <C> <C>
Residential $ 54,793 $ 45,800 $ 156,398 $ 143,954
Commercial 32,957 30,395 93,777 86,827
Industrial 51,101 49,441 159,032 148,861
Nonaffiliated utilities 23,969 18,164 67,760 63,182
Other, including affiliates 23,796 22,132 65,078 68,957
Total Operating Revenues 186,616 165,932 542,045 511,781
OPERATING EXPENSES:
Operation:
Fuel 38,431 37,265 103,383 116,151
Purchased power and exchanges, net 41,538 38,650 132,110 122,564
Deferred power costs, net 4,332 1,121 14,597 5,569
Restructuring charge 3,437 - 3,437 -
Other 19,724 18,214 57,964 53,196
Maintenance 18,413 17,915 54,972 52,271
Depreciation 14,242 14,709 43,680 44,176
Taxes other than income taxes 10,219 10,098 28,641 30,883
Federal and state income taxes 12,119 7,347 32,376 25,209
Total Operating Expenses 162,455 145,319 471,160 450,019
Operating Income 24,161 20,613 70,885 61,762
OTHER INCOME AND DEDUCTIONS:
Allowance for other than borrowed funds
used during construction 157 348 319 1,431
Other income, net 2,435 1,859 7,328 5,476
Total Other Income and Deductions 2,592 2,207 7,647 6,907
Income Before Interest Charges 26,753 22,820 78,532 68,669
INTEREST CHARGES:
Interest on long-term debt 9,379 8,821 27,875 26,298
Other interest 629 780 2,000 2,261
Allowance for borrowed funds used during
construction (234) (304) (678) (1,215)
Total Interest Charges 9,774 9,297 29,197 27,344
Income Before Cumulative Effect of
Accounting Change 16,979 13,523 49,335 41,325
Cumulative Effect of Accounting Change, Net - - - 7,945
NET INCOME $ 16,979 $ 13,523 $ 49,335 $ 49,270
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- 4 -
MONONGAHELA POWER COMPANY
Balance Sheet
September 30 December 31
1995 1994
ASSETS: (Thousands of Dollars)
Property, Plant, and Equipment:
At original cost, including $33,757,000
<S> <C> <C>
and $35,856,000 under construction $ 1,808,695 $ 1,763,533
Accumulated depreciation (737,061) (701,271)
1,071,634 1,062,262
Investments:
Allegheny Generating Company - common stock at equity 58,456 60,137
Other 443 509
58,899 60,646
Current Assets:
Cash and temporary cash investments 130 132
Accounts receivable:
Electric service, net of $2,025,000 and $1,912,000
uncollectible allowance 65,557 62,631
Affiliated and other 10,277 9,483
Materials and supplies--at average cost:
Operating and construction 24,444 24,563
Fuel 18,525 23,678
Prepaid taxes 17,392 17,599
Other 11,107 7,180
147,432 145,266
Deferred Charges:
Regulatory assets 188,388 186,109
Unamortized loss on reacquired debt 16,403 11,500
Other 10,283 10,700
215,074 208,309
Total Assets $ 1,493,039 $ 1,476,483
CAPITALIZATION AND LIABILITIES:
Capitalization:
Common stock $ 294,550 $ 294,550
Other paid-in capital 2,441 2,517
Retained earnings 204,930 198,626
501,921 495,693
Preferred stock - not subject to mandatory redemption 74,000 114,000
Long-term debt 489,908 470,131
1,065,829 1,079,824
Current Liabilities:
Short-term debt 26,835 39,470
Long-term debt and preferred stock
due within one year 18,500 -
Accounts payable 17,106 31,871
Accounts payable to affiliates 8,740 6,021
Taxes accrued:
Federal and state income 11,436 118
Other 17,849 20,193
Deferred power costs 11,579 -
Interest accrued 12,829 10,927
Other 21,673 16,455
146,547 125,055
Deferred Credits and Other Liabilities:
Unamortized investment credit 23,126 24,734
Deferred income taxes 226,990 216,264
Regulatory liabilities 19,217 19,974
Other 11,330 10,632
280,663 271,604
Total Capitalization and Liabilities $ 1,493,039 $ 1,476,483
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- 5 -
MONONGAHELA POWER COMPANY
Statement of Cash Flows
Nine Months Ended
September 30
1995 1994
(Thousands of Dollars)
CASH FLOWS FROM OPERATIONS:
<S> <C> <C>
Net income $ 49,335 $ 49,270
Depreciation 43,680 44,176
Deferred investment credit and income taxes, net 2,766 (2,369)
Deferred power costs, net 14,597 5,569
Unconsolidated subsidiaries' dividends in excess of earnings 1,747 1,595
Allowance for other than borrowed funds used
during construction (319) (1,431)
Cumulative effect of accounting change before income taxes - (13,279)
Changes in certain current assets and
liabilities:
Accounts receivable, net, excluding cumulative
effect of accounting change (3,720) 11,997
Materials and supplies 5,272 (3,949)
Accounts payable (12,046) (5,370)
Taxes accrued 8,974 3,433
Interest accrued 1,902 15
Other, net 5,982 2,094
118,170 91,751
CASH FLOWS FROM INVESTING:
Construction expenditures (55,483) (74,737)
Allowance for other than borrowed funds used
during construction 319 1,431
(55,164) (73,306)
CASH FLOWS FROM FINANCING:
Sale of preferred stock - 49,635
Retirement of preferred stock (41,405) -
Issuance of long-term debt 132,137 9,718
Retirement of long-term debt (99,403) -
Short-term debt, net (12,635) (35,302)
Dividends on capital stock:
Preferred stock (5,296) (5,179)
Common stock (36,406) (37,290)
(63,008) (18,418)
NET CHANGE IN CASH AND TEMPORARY CASH INVESTMENTS (2) 27
Cash and Temporary Cash Investments at January 1 132 135
Cash and Temporary Cash Investments at September 30 $ 130 $ 162
Supplemental cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized) $ 26 651 $ 26 497
Income taxes 18 556 23 367
See accompanying notes to financial statements.
</TABLE>
<PAGE>
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MONONGAHELA POWER COMPANY
Notes to Financial Statements
1. The Company's Notes to Financial Statements in the Allegheny
Power System companies' combined Annual Report on Form 10-K for
the year ended December 31, 1994, should be read with the
accompanying financial statements and the following notes.
With the exception of the December 31, 1994 balance sheet in
the aforementioned annual report on Form 10-K, the accompanying
financial statements appearing on pages 3 through 5 and these
notes to financial statements are unaudited. In the opinion of
the Company, such financial statements together with these
notes thereto contain all adjustments (which consist only of
normal recurring adjustments) necessary to present fairly the
Company's financial position as of September 30, 1995, the
results of operations for the three and nine months ended
September 30, 1995 and 1994, and cash flows for the nine months
ended September 30, 1995 and 1994.
2. The Statement of Income reflects the results of past operations
and is not intended as any representation as to future results.
For purposes of the Balance Sheet and Statement of Cash Flows,
temporary cash investments with original maturities of three
months or less, generally in the form of commercial paper,
certificates of deposit, and repurchase agreements, are
considered to be the equivalent of cash.
3. Earnings for the 1994 periods have been restated to reflect
retroactively the cumulative effect of an accounting change
adopted as of January 1994 to record unbilled revenues.
4. As previously announced, the System is undergoing a
reorganization and reengineering process (restructuring) to
simplify its management structure and to increase efficiency.
A workforce reduction will occur as departments are subjected
to the process.
The restructuring efforts completed to date, primarily for the
Bulk Power Supply Department of the affiliated Allegheny Power
Service Corporation, will result in a workforce reduction of
approximately 210 employees, who will be offered an option of
immediate resignation under a Voluntary Separation Program
(VSP) or to remain employed subject to involuntary separation
(layoff) after one year, if during that year they have not
found other employment within the System. The VSP consists of
enhanced severance benefits and other incentives. In
connection with this workforce reduction, the Company recorded,
in the third quarter of 1995, a $3.4 million restructuring
charge for the estimated liabilities incurred to date. The
restructuring charge, net of income taxes, reduced third
quarter net income by about $2.1 million. Additional
separation costs for these employees will be recorded in 1996
depending upon those employees who elect early separation under
the VSP.
<PAGE>
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Additional restructuring costs will be incurred as the
restructuring process is completed by other departments, and
additional workforce reductions are identified. The costs
associated with any additional workforce reductions cannot be
estimated at this time. It is expected that the costs
associated with the restructuring program will be recovered
through cost savings in less than two years.
5. In June 1995, the Company issued $25 million of 6.15%, 20-year
pollution control revenue notes, to refund $25 million of 7.75%
Series B pollution control revenue notes due 2009.
The Company issued $70 million of 7.625%, 30-year first
mortgage bonds in May 1995 to refund $70 million of 8.875%
series due 2019. The Company also issued $40 million of 8%
Junior Subordinated Deferrable Interest Debentures in June 1995
to replace the following issues of preferred stock: $5 million
of $7.36 Series E, $5 million of $8.80 Series G, $5 million of
$7.92 Series H, $10 million of $7.92 Series I, and $15 million
of $8.60 Series J.
6. Other paid-in capital decreased $76,000 in the nine months
ended September 30, 1995, as a result of preferred stock
transactions.
7. The Company owns 27% of the common stock of Allegheny
Generating Company (AGC), and affiliates of the Company own the
remainder. AGC owns an undivided 40% interest, 840 MW, in the
2,100-MW pumped-storage hydroelectric station in Bath County,
Virginia, operated by the 60% owner, Virginia Power Company, a
nonaffiliated utility. Following is a summary of income
statement information for AGC:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Electric operating revenues $21,573 $22,337 $65,730 $66,637
Operation & maintenance expense 1,324 1,653 4,691 4,930
Depreciation 4,274 4,236 12,722 12,708
Taxes other than income taxes 1,221 1,399 3,768 4,267
Federal income taxes 3,410 3,498 10,135 10,419
Interest charges 4,385 4,467 13,802 13,380
Other income, net (5) (3) (14) (10)
Net income $ 6,964 $ 7,087 $20,626 $20,943
</TABLE>
The Company's share of the equity in earnings above was $1.9
million for both the three months ended September 30, 1995 and
1994, respectively, and $5.6 million and $5.7 million for the
nine months ended September 30, 1995 and 1994, respectively.
These amounts were included in other income, net, on the
Statement of Income.
<PAGE>
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8. Common stock dividends per share declared and paid during the
periods for which income statements are included are as
follows:
<TABLE>
<CAPTION>
1995 1994
Number Amount Number Amount
of Shares Per Share of Shares Per Share
<S> <C> <C> <C> <C>
First Quarter 5,891,000 $2.07 5,891,000 $2.29
Second Quarter 5,891,000 $2.07 5,891,000 $2.27
Third Quarter 5,891,000 $2.04 5,891,000 $1.77
</TABLE>
Earnings per share are not reported inasmuch as the common
stock of the Company is 100% owned by its parent, Allegheny
Power System, Inc.
<PAGE>
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MONONGAHELA POWER COMPANY
Management's Discussion and Analysis of Financial Condition
and Results of Operations
COMPARISON OF THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1995
WITH THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1994
NET INCOME
Net income for the third quarter of 1995 was $17.0
million, after reflecting a restructuring charge net of taxes described
below of about $2.1 million, compared with $13.5 million for the
corresponding 1994 period. For the first nine months of 1995, net income
was $49.3 million, reflecting the restructuring charge, compared with
$41.3 million for the corresponding 1994 period, before the cumulative
effect of an accounting change to record unbilled revenues.
The restructuring charge reflects an estimate of the
liabilities incurred to date for separation costs of announced staff
reductions in connection with ongoing reorganization and reengineering
efforts (see Note 4 to Financial Statements). The increase in net income
for the third quarter and in income before the cumulative effect of
accounting change for the first nine months of 1995 reflects increased
retail revenues resulting from greater kilowatthour (kWh) sales to retail
customers as described below and from previously reported rate increases.
The increased retail revenues in the 1995 periods more than offset
increases in maintenance, interest, and other expenses.
SALES AND REVENUES
Retail kWh sales to residential, commercial, and
industrial customers increased 15%, 11%, and 3%, respectively, for the
third quarter. In the first nine months, retail kWh sales to residential,
commercial, and industrial customers increased 2%, 6%, and 4%,
respectively. The change in kWh sales to residential and commercial
customers was primarily due to variances in weather-related sales and
growth in the number of customers. Extremely hot summer weather resulted
in cooling degree days in the third quarter 29% above normal and 59% above
the moderate temperatures in the third quarter of 1994. These increases
in the third quarter were offset by milder weather in the first six months
of 1995 as compared to some of the coldest temperatures ever recorded in
much of the Company's service territory during the first quarter of 1994.
The increase in commercial sales reflects both increased usage and growth
in the number of customers. The increase in kWh sales to industrial
customers resulted primarily from increased sales to primary metal
customers. Industrial sales were adversely affected in the second quarter
of 1994 by fires at two large industrial customers.
<PAGE>
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The increases in revenues from retail customers
resulted from the following:
<TABLE>
<CAPTION>
Change from Prior Periods
Quarter Nine Months
(Millions of Dollars)
<S> <C> <C>
Increased kWh sales $13.0 $16.4
Fuel and energy cost adjustment clauses (1) (1.1) (.5)
Rate increases (2) 1.2 13.2
Other .1 .5
$13.2 $29.6
</TABLE>
(1) Changes in revenues from fuel and energy cost adjustment
clauses have little effect on net income.
(2) Reflects a base rate increase in West Virginia of $23.5
million on an annual basis effective November 16, 1994. This
is in addition to $6.9 million of Clean Air Act Amendments of
1990 (CAAA) recovery granted effective July 1, 1994, in West
Virginia. These rate increases included recovery of carrying
charges on investment, depreciation, and operating costs
required to comply with Phase I of the CAAA in West Virginia,
and other increasing levels of expense. See page 13 for
further information on the West Virginia rate case.
KWh sales to and revenues from nonaffiliated utilities
are comprised of the following items:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
KWh sales (in billions):
<S> <C> <C> <C> <C>
From Company generation .1 .1 .1 .3
From purchased power .8 .4 2.3 1.6
.9 .5 2.4 1.9
Revenues (in millions):
From Company generation $ 1.0 $ 1.4 $ 2.7 $ 6.7
From sales of purchased power 23.0 16.8 65.1 56.5
$24.0 $18.2 $67.8 $63.2
</TABLE>
Sales from Company generation in the first nine months
decreased because of growth of kWh sales to retail customers which reduces
the amount available for sale, and because of decreased demand and
continuing price competition. Sales of purchased power vary depending on
the availability of eastern utilities' generating equipment, demand for
energy, and competition.
The decrease in other revenues in the nine month period
resulted primarily from a decrease in sales of energy and spinning reserve
to affiliated companies. About 90% of the aggregate benefits from sales
to affiliated and nonaffiliated utilities is passed on to retail customers
and has little effect on net income.
<PAGE>
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OPERATING EXPENSES
Fuel expense for the third quarter increased 3% due
primarily to a 12% increase in kWh generated and a 10% decrease in average
coal prices. Fuel expense for the first nine months decreased 11% due to
a 9% decrease in average coal prices and a 2% decrease in kWh generated.
The reduced average coal prices are primarily the result of renegotiations
of long-term fuel contracts which reduced fuel prices effective January
1995. Fuel expenses are primarily subject to deferred power cost
accounting procedures with the result that changes in fuel expenses have
little effect on net income.
"Purchased power and exchanges, net" represents power
purchases from and exchanges with nonaffiliated utilities, purchases from
qualified facilities under the Public Utility Regulatory Policies Act of
1978 (PURPA), capacity charges paid to Allegheny Generating Company (AGC),
and other transactions with affiliates made pursuant to a power supply
agreement whereby each company uses the most economical generation
available in the Allegheny Power System at any given time, and is
comprised of the following items:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
(Millions of Dollars)
Nonaffiliated transactions:
Purchased power:
<S> <C> <C> <C> <C>
For resale to other utilities $20.8 $14.9 $ 58.3 $ 50.0
From PURPA generation 14.3 17.0 50.4 49.2
Other 1.8 2.0 7.8 7.4
Power exchanges, net (.6) (.7) (.3) (.5)
Affiliated transactions:
AGC capacity charges 5.2 5.4 15.5 16.0
Energy and spinning reserve charges - - .4 .5
$41.5 $38.6 $132.1 $122.6
</TABLE>
The amount of power purchased from nonaffiliated
utilities for use by the Company and for resale to nonaffiliated utilities
depends upon the availability of the Company's generating equipment,
transmission capacity, and fuel, and its cost of generation and the cost
of operations of nonaffiliated utilities from which such purchases are
made. The cost of power purchased for use by the Company, including power
from PURPA generation and affiliated companies, is mostly recovered from
customers currently through the regular fuel and energy cost recovery
procedures followed by the Company's regulatory commissions and is
primarily subject to deferred power cost procedures with the result that
changes in such costs have little effect on net income. The decrease in
purchases from PURPA generation in the third quarter was due to a
contractual reduction in the energy rate effective June 10, 1995 for the
Grant Town PURPA project. American Bituminous Power Partners, L.P., the
developer of the project, has filed an emergency petition with the Public
Service Commission of West Virginia (PSC) for interim relief to have its
former energy rate reinstated. The Company has filed objections to this
petition. The primary reason for the increase in purchases for resale to
other utilities is described under SALES AND REVENUES above.
<PAGE>
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The increases in other operation expenses, excluding
the restructuring charge which is discussed on pages 6 and 7, for the
third quarter and first nine months resulted primarily from increases in
employee benefit costs, charge-offs for uncollectible accounts, and
research and development expenses. For the first nine months these
increases were offset in part by environmental liabilities recorded in the
first quarter of 1994.
Maintenance expenses represent costs incurred to
maintain the power stations, the transmission and distribution (T&D)
system, and general plant, and reflect routine maintenance of equipment
and rights-of-way, as well as planned major repairs, and unplanned
expenditures resulting primarily from forced outages at the power stations
and periodic storm damage on the T&D system. The Company is experiencing,
and expects to continue to experience, increased expenditures due to the
aging of its power stations. Variations in maintenance expense result
primarily from unplanned events and planned major projects, which vary in
timing and magnitude depending upon the length of time equipment has been
in service without a major overhaul, and the amount of work found
necessary when equipment is dismantled.
Taxes other than income taxes decreased $2.2 million
for the first nine months due to a decrease in the West Virginia Business
and Occupation taxes (B&O taxes) resulting from an increase in the
industrial expansion credit. As a result of an amendment in the B&O tax
law effective June 1, 1995, which changed the basis for this tax from
generation to generating capacity, this tax is expected to decrease
effective February 1, 1996, because of a rate reduction for scrubbed
capacity.
The net increases of $4.8 million and $7.2 million in
federal and state income taxes for the third quarter and first nine
months, respectively, resulted primarily from increases in income before
taxes.
The combined decreases of $.3 million and $1.6 million
in allowances for funds used during construction (AFUDC) for the third
quarter and first nine months, respectively, reflect decreases in capital
expenditures upon substantial completion of Phase I of the CAAA.
The increase in other income, net, for the third
quarter and first nine months reflects an increase in the deferral of
carrying charges on CAAA expenditures in Ohio until such time as the base
rate increase becomes effective, now expected in November 1995, and for
the nine month period from proceeds from the sale of timber, interest
income on a tax refund, and an increase in income earned on funds
available as a result of the timing of the debt and preferred stock
refinancings in the second quarter of 1995.
Interest on long-term debt increased $.6 million and
$1.6 million in the third quarter and first nine months, respectively, due
primarily to the issuance of $40 million of Junior Subordinated Deferrable
Interest Debentures in the second quarter, and new security issues in
1994. Fluctuations in other interest expense reflect changes in the level
of short-term debt maintained by the Company.
<PAGE>
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LIQUIDITY AND CAPITAL RESOURCES
The Company's discussion on Liquidity and Capital
Resources in the Allegheny Power System companies' combined Annual Report
on Form 10-K for the year ended December 31, 1994, should be read with the
following information.
On August 29, 1995, the Company reached a settlement
agreement with the staff of the Public Utility Commission of Ohio (PUCO)
and the Ohio Consumers Counsel in its pending Ohio base rate case. The
agreement provides for a $6 million annual increase in rates for Ohio
customers. It is expected that the rates will become effective in
November 1995 upon approval of the stipulation agreement by the PUCO.
In March 1995, in response to requests for
reconsideration of the rate order in West Virginia in mid-November 1994,
the PSC ordered a considerable number of changes from the November order,
including reallocations of the rate increases among customer classes and
that certain Harrison scrubber-related expenses be reviewed as part of the
annual Expanded Net Energy Cost (ENEC) review procedure in June 1995. The
PSC later agreed with its staff to delay implementation of the March 1995
order until completion of the ENEC review. Following the March 1995
order, the Company petitioned the West Virginia Supreme Court of Appeals
to review the PSC's order as to various issues, including the low allowed
return on equity of 10.85%. Effective July 1, 1995, following the ENEC
review, the PSC reduced the Company's annual base rates by $1.1 million
related to scrubber expenses and stated that those items would be again
reviewed in the 1996 ENEC review. On July 10, 1995 the Company filed a
petition for reconsideration related to the scrubber expenses. This
petition was rejected by the PSC in August 1995.
In the normal course of business, the Company is
subject to various contingencies and uncertainties relating to its
operations and construction programs, including cost recovery in the
regulatory process, laws, regulations and uncertainties related to
environmental matters, and legal actions.
As previously reported, the Company is currently named
as a defendant along with multiple other affiliated and nonaffiliated
defendants in 5,001 pending asbestos cases involving multiple plaintiffs,
including 2,660 new cases filed in 1995 to date. While the cumulative
number of claims appears to be significant, previous cases have been
settled for an amount substantially less than the anticipated cost of
defense. Also as previously reported, the Company and its affiliates and
approximately 875 others have been identified by the Environmental
Protection Agency as potentially responsible parties in a Superfund site
subject to cleanup. The Company believes that provisions for liabilities
and insurance recoveries are such that final resolution of these matters
will not have a material effect on its financial position.
In March 1995, the Federal Energy Regulatory Commission
(FERC) published a Notice of Proposed Rulemaking (NOPR) that would mandate
sweeping changes to promote increased competition in the wholesale
electric industry. The proposals would require that utilities file
nondiscriminatory open access transmission tariffs and offer comparable
transmission services to eligible third parties. It also would allow
utilities the opportunity to recover stranded costs. The Company has
submitted comments to the FERC. The Company filed open access
transmission tariffs with the FERC that generally are consistent with this
NOPR.
<PAGE>
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MONONGAHELA POWER COMPANY
Part II - Other Information to Form 10-Q
for Quarter Ended September 30, 1995
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER
1. (a) Date and Kind of Meeting:
None
(b) Election of Directors:
None
(c) The holder of all the outstanding common stock of
the Company consented in writing on September 7,
1995, to an amendment of the Company's Code of
Regulations effective September 7, 1995, which:
(1) sets the maximum number of directors at 15
and permits the directors from time to
time to increase the number of directors
to not more than 15 or to decrease the
number of directors to not less than three
without requiring any action of the
stockholders of the Company.
ITEM 5. OTHER INFORMATION
On September 6, 1995, MidAtlantic Energy, the developer
of the now defunct Marshall County PURPA project, filed a civil action
against the Company, The Potomac Edison Company, Allegheny Power System,
Inc., and its former development partner Babcock & Wilcox, alleging that
actions taken by the defendants made it impossible for the company to
continue with its 230-megawatt cogeneration project and other projects
contemplated with Babcock & Wilcox. The Company is unable to predict the
outcome of this proceeding.
ITEM 6. EXHIBITS AND REPORTS
(a) Exhibits:
(3) (i) Charter of the Company, as amended,
including amendment effective May 9, 1994,
amending Section 1.5 of the Charter to
reflect the authority to issue and the terms
and conditions of a new series of Cumulative
Preferred Stock, designated as $7.73
Cumulative Preferred Stock, Series L; and
including amendment filed October 24, 1995,
amending Section 1.5 of the Charter to
delete reference to five (5) series of
redeemed Cumulative Preferred Stock, to
reclassify the redeemed stock as authorized
but unissued stock, and to renumber the
remaining paragraph of subdivision (4).
(ii) Code of Regulations of Monongahela Power
Company, as amended September 7, 1995.
<PAGE>
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(22) Vote and Approval of Shareholders dated September
7, 1995.
(27) Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed on behalf of the
Company for the quarter ended September 30, 1995.
Signature
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
MONONGAHELA POWER COMPANY
RICHARD E. MYERS
Richard E. Myers
Controller
(Chief Accounting Officer)
November 9, 1995
AGREEMENT AND ARTICLES OF MERGER
MONONGAHELA POWER COMPANY
AND
THE WEST MARYLAND POWER COMPANY
INTO
THE MARIETTA ELECTRIC COMPANY
AGREEMENT AND ARTICLES OF MERGER, dated September 22, 1965,
among
MONONGAHELA POWER COMPANY, a West Virginia corporation
("Monongahela"),
THE MARIETTA ELECTRIC COMPANY, an Ohio corporation, all of whose
issued
and outstanding capital stock is owned by Monongahela ("Marietta"),
and
THE WEST MARYLAND POWER COMPANY, a Maryland corporation, all of
whose
issued and outstanding capital stock is also owned by Monongahela
("West
Maryland"),
W I T N E S S E T H :
The parties hereby agree that Monongahela and West Maryland
shall be
merged into Marietta in the manner authorized and prescribed by the
provisions of Title 17, Chapter 1701 of the Revised Code of Ohio,
as
amended, Chapter 31 of the West Virginia Code of 1961, as amended,
and
Article 23 of the 1951 Code of Maryland, as amended, and hereby set
forth
as follows:
FIRST
PURSUANT TO TITLE 17, CHAPTER 1701 OF THE GENERAL
CORPORATION LAW OF OHIO, AS AMENDED
1.1 Marietta, Monongahela and West Maryland have agreed to
merge
into Marietta, hereinafter designated the "Surviving Corporation"
and
sometimes referred to in this part as the "Corporation", and that
from and
after the effective date hereof Part FIRST of this Agreement and
Articles
shall be the Charter of the Surviving Corporation.
1.2 The name of the Surviving Corporation is Monongahela
Power
Company.
1.3 The place in Ohio where the principal office of the
Surviving
Corporation is to be located is in the City of Marietta,
County
of Washington.
1.4 The purpose or purposes of the Surviving Corporation
are:
(a) To engage in any mercantile, manufacturing, trading
or
public utility business of any kind or character whatsoever,
within
or without the State of Ohio; and particularly, but without
limiting
the generality of the foregoing, (i) to manufacture, generate
or
produce and to purchase or otherwise acquire, accumulate,
store, use,
deal in, sell, exchange, transmit, distribute, furnish or
otherwise
dispose of, electricity, gas (both natural and artificial),
oil,
water, steam and/or ice (both natural and artificial) for any
and all
purposes, public and private, to or for which the same are now
or
hereafter may be applied or used, and also any and all
appliances,
fixtures, supplies, devices and equipment used or useful in
any
manner in connection therewith, and any and all substances and
materials entering into, or by-products emanating from, the
manufacture or production thereof, and any and all products
now known
or hereafter developed or discovered of a similar nature or
used,
useful or convenient for use for a similar purpose or
purposes; and
generally to transact any business in which any of the
foregoing may
be applied to any useful purpose; and (ii) to manufacture,
construct,
install, produce, purchase, lease or otherwise acquire, own,
use,
operate, improve, maintain, develop, exchange, lease and
otherwise
dispose of and, generally, deal in and with any and all real
estate,
buildings, machinery, equipment and instrumentalities of every
kind
and character, and accessories thereto and supplies therefor,
used or
useful or convenient for use in connection with any of the
foregoing
businesses; and generally, to do all things incident to such
businesses.
(b) To undertake, conduct, assist, promote, participate
in and
otherwise become interested in every kind of public utility,
commercial, industrial, manufacturing, mercantile or mining
enter-
prise, business, undertaking, venture or operation within the
United
States or any state, territory, district or dependency thereof
or in
any foreign country.
(c) To purchase, lease, import, manufacture, produce or
otherwise acquire, to hold, own, possess, use, operate, equip,
improve, develop, deal in, sell, exchange, distribute, export
or
otherwise dispose of, and to mortgage, pledge or otherwise
encumber,
goods, wares and merchandise and real and personal property of
every
kind, character and description, wheresoever situated or
located, and
any and all rights, estates, interests, franchises, permits,
licenses
and privileges therein; and to purchase, acquire, hold, use,
pledge,
hypothecate, exchange, assign, lease, grant licenses or
sub-licenses
in respect of, sell, deal in and dispose of, letters patent of
the
United States or any foreign country, patent rights, licenses,
privileges, inventions, improvements, processes, designs,
formulae,
copyrights, trademarks, trade names and rights analogous
thereto
relating to or useful in connection with any business of the
Corporation.
(d) To operate, manage, supervise, direct and control
all or
any part of the business and properties of any person, firm,
association or corporation, domestic or foreign, through stock
ownership, by contract or otherwise, and to receive fixed or
contingent compensation for such service or to receive
compensation
therefor by commissions, management or service fees, shares in
gross
or net receipts or profits, or in any other manner or upon any
other
terms whatsoever, or so to act without direct compensation;
and to
promote, participate or assist in any way in the business of
any such
person, firm, association or corporation.
(e) To acquire by purchase, subscription or otherwise
and to
invest in, hold for investment or otherwise, underwrite and
trade and
deal in, and to use, endorse, sell, mortgage, pledge, or
otherwise
dispose of the stocks, bonds, debentures, notes and other
securities
or evidences of indebtedness issued or created by any other
corporation or corporations, domestic or foreign, or by any
person,
syndicate, firm, entity, association, trustee, government or
subdivision or agency thereof, and any certificate of interest
therein; to pay for the same, in whole or in part, by the
issuance of
the stocks, bonds, debentures, notes or other securities or
obligations of the Corporation or by any other means of
payment
whatsoever, and while the owner or holder thereof to exercise
any and
all the rights, powers and privileges of ownership or
interest,
including the right to vote thereon for any and all purposes
and to
consent and otherwise act with respect thereto; to aid by
loan,
subsidy, guaranty or in any other manner whatsoever, those
issuing,
creating or responsible for any such stocks, bonds,
debentures, notes
or other securities or evidences of indebtedness or
certificates of
interest therein which may at any time be owned, held or
guaranteed
by the Corporation or which may be owned, held or guaranteed
by a
corporation in which the Corporation may have an interest
directly or
indirectly, as shareholder or otherwise; to do any and all
other acts
or things for the preservation, protection, improvement or
enhancement in value of any such stocks, bonds, debentures,
notes or
other securities or evidences of indebtedness or certificates
of
interest therein; and to do all and any acts or things
designed to
accomplish any such purpose.
(f) To acquire all or any part of the goodwill, rights,
properties, franchises, privileges and business of any person,
firm,
entity, association or corporation which may be useful or
convenient
in the business of the Corporation, to pay for the same, in
whole or
in part, in cash, stock, bonds or other securities of the
Corporation
or otherwise, to assume in connection therewith any
liabilities of
any such person, firm, entity, association or corporation, to
hold,
improve, utilize and in any manner dispose of the whole or any
part
of the goodwill, rights, properties, franchises, privileges
and
business so acquired and to conduct in any lawful manner the
whole or
any part of the business thus acquired.
(g) To sell, assign, transfer, convey, exchange,
mortgage,
pledge and otherwise encumber or dispose of all or
substantially all
of the property and business of the Corporation at any time,
including goodwill and assets, privileges, franchises and
rights of
whatever nature, either for cash or upon credit, in whole or
in part,
or in consideration, in whole or in part, of the transfer to
the
Corporation of the stocks, bonds or other securities or
obligations
of any other person, firm, association or corporation, in the
manner
now or hereafter provided by the laws of the State of Ohio.
(h) To cause or allow the legal title and/or any
estate, right,
title or interest in any property, whether real, personal or
mixed,
owned, acquired, controlled or operated by the Corporation to
remain
or to be vested in the name of or operated by any person,
firm,
entity, association or corporation, domestic or foreign,
formed or to
be formed, either upon trust for or as agents or nominees of
the
Corporation or upon any other proper terms or conditions which
the
Board of Directors of the Corporation may consider for the
benefit of
the Corporation.
(i) To enter into, make and perform contracts of every
sort and
description with any person, firm, entity, association,
corporation
or governmental authority or agency.
(j) To cause to be formed, merged or reorganized or
liquidated,
and to promote, take charge of and aid in any way permitted by
law,
the formation, merger, reorganization, or liquidation of any
corporation, combination, organization, entity or association
of the
United States, or any state, territory, district or dependency
thereof or of any foreign country.
(k) To purchase or otherwise acquire, hold, sell,
transfer,
reissue or cancel the shares of its own capital stock and any
securities or other obligations of the Corporation, in the
manner and
to the extent now or hereafter permitted by the laws of the
State of
Ohio, provided that the Corporation shall not use its funds or
property for the purchase of its own shares of capital stock
when
such use would cause any impairment of the capital of the
Corporation, and provided further that shares of its own
capital
stock belonging to the Corporation shall not be voted upon
directly
or indirectly.
(l) 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 evidences of
indebtedness and obligations, and secure the payment 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, real or personal, including franchises and
contract
rights, whether at the time owned or thereafter acquired, and
to
sell, pledge or otherwise dispose of such obligation of the
Corporation for its corporate purposes; to confer upon the
holders of
any bonds, debentures or obligations of the Corporation,
secured or
unsecured, the right to convert the principal thereof into or
to
purchase stock or other securities of the Corporation upon
such terms
and conditions as may be deemed advisable.
(m) To make any guaranty respecting dividends, stocks,
bonds,
debentures, indebtedness, interest, contracts or other
obligations so
far as the same may be permitted to be done by corporations
organized
under the laws of the State of Ohio.
(n) In general, to carry on any business, not contrary
to the
laws of the State of Ohio, and to have and exercise all of the
powers
conferred by the laws of said State upon corporations formed
thereunder, and to do any or all of the things hereinbefore
set forth
to the same extent as natural persons could do, and in any
part of
the world, as principal, agent, or otherwise, and either alone
or in
company with others.
(o) To conduct business in the State of Ohio, other
states, the
District of Columbia, the territories, dependencies and
colonies of
the United States, and in foreign countries, and to have one
or more
offices outside of the State of Ohio, and to hold, purchase,
lease,
mortgage, pledge and convey real and personal property within
and
without said State.
(p) To do all and everything necessary, suitable or
proper for
the accomplishment of any of the purposes or the attainment of
any of
the objects or the furtherance of any of the powers herein set
forth,
and to do every other act or acts, thing or things, incidental
or
appurtenant to or growing out of or connected with the
business or
powers of the Corporation or any part or parts thereof,
provided the
same be not inconsistent with the laws under which the
Corporation is
organized.
The foregoing clauses of this Section 1.4 shall be construed
as
stating powers as well as objects and the matters expressed in each
clause
shall, except as otherwise expressly provided, be in no wise
limited by
reference to or inference from the terms of any other clause of
this or
any other section hereof, but shall be regarded as independent
powers as
well as objects; and the enumeration of specific objects and powers
shall
not be construed to limit or restrict in any manner the meaning of
general
terms or the general powers of the Corporation; nor shall the
expression
of one thing be deemed to exclude another, although it be of like
nature,
not expressed.
The Corporation shall be authorized to exercise and enjoy all
other
powers, rights, and privileges conferred upon corporations of this
character by the laws, as in force from time to time, of the State
of
Ohio, so far as not in conflict herewith, and the enumeration of
certain
powers as herein specified is not intended as exclusive of, or as
a waiver
of, any of the powers, rights or privileges granted or conferred by
said
laws now or hereafter in force; provided, however, that the
Corporation
shall not in any state, district, territory, possession, or
country, carry
on any business which a corporation organized under the laws of
said
State, district, territory, possession or country could not carry
on.
1.5 The authorized number and the par value per share of
shares with
par value and the authorized number of shares without par value of
the
Corporation, the express terms of the shares, the designation of
each
class, the authorized number and par value per share of the shares
of each
class, and the express terms of the shares of each class are as
follows:
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 800 000, of which 190
000
shares of the par value of $100 each shall be Cumulative Preferred
Stock,
issuable in series as hereinafter provided, and 610 000 shares of
the par
value of $50 each shall be Common Stock. The authorized number of
shares
without par value of the Surviving Corporation is none.
The following is a statement of the designations and the
powers,
preferences and rights of each class of stock of the Corporation,
and the
qualifications, limitations or restrictions thereof, together with
an
express grant of authority to the Board of Directors to fix by
resolution
or resolutions certain thereof with respect to shares of the
several
series of the Cumulative Preferred Stock:
(1) The Cumulative Preferred Stock may be issued from time
to time
in one or more series, with such distinctive serial designations as
may be
stated or expressed in this Section 1.5 or in a resolution or
resolutions
providing for the issue of such stock adopted from time to time by
the
Board of Directors; and, in such resolution or resolutions
providing for
the issue of shares of each particular series, the Board of
Directors is
also expressly vested with authority to fix the following
provisions of
the shares of such series:
(a) The designation of such series and the number of
shares
which shall constitute such series, which number may be
increased or
decreased (but not below the number of shares thereof then
outstanding) from time to time by like action of the Board of
Directors;
(b) The annual rate of dividends payable on shares of
such
series and the date from which dividends on all shares of such
series
issued prior to the record date for the first dividend on
shares of
such series shall be cumulative;
(c) The redemption price or prices for shares of such
series;
(d) The amount payable on shares of such series in the
event of
any liquidation, dissolution or winding up of the affairs of
the
Corporation, which amount may differ in the case of a
voluntary or
involuntary liquidation, dissolution or winding up of the
affairs of
the Corporation;
(e) The rights, if any, of the holders of shares of
such series
to convert such shares into shares of stock of the Corporation
of any
class or of any series of any class and the terms and
conditions of
such conversion; and
(f) Any other powers, preferences and rights, and
qualifications, limitations or restrictions thereof, of shares
of
such series;
so far as not inconsistent with the provisions of this Section 1.5
applicable to all series of Cumulative Preferred Stock, and to the
full
extent now or hereafter permitted by the laws of the State of Ohio.
All
shares of Cumulative Preferred Stock shall be of equal rank and
shall be
identical, except in respect of the particulars that are fixed as
hereinabove in this subsection provided; and all shares of each
series
shall be identical in all respect except as to the dates from which
dividends thereon shall be cumulative.
90 000 shares of the Cumulative Preferred Stock shall be a
series of
said Cumulative Preferred Stock designated as the 4.40% Cumulative
Preferred Stock; 40 000 shares of the Cumulative Preferred Stock
shall be
a series of the Cumulative Preferred Stock designated as the 4.80%
Cumulative Preferred Stock, Series B; and 60 000 shares of the
Cumulative
Preferred Stock shall be a series of the Cumulative Preferred Stock
designated as the 4.50% Cumulative Preferred Stock, Series C.
(2) The following is a statement of the powers, preferences
and
rights of the 4.40% Cumulative Preferred Stock to the extent not
set forth
elsewhere herein:
(a) The annual rate of dividends payable on shares of
such
series shall be four and forty hundredths per cent. (4.40%)
per annum
of the par value thereof, and the date from which dividends
shall be
cumulative on all shares of such series, issued prior to the
record
date for the first dividend on shares of such series, shall be
November 1, 1965;
(b) The redemption price for shares of such series
shall be
106-1/2% of the par value thereof;
(c) The amount payable on shares of such series in the
event of
any liquidation, dissolution or winding up of the affairs of
the
Corporation, whether voluntary or involuntary, shall be the
par value
thereof;
(d) The holders of shares of such series shall not have
the
right to convert such shares into shares of the stock of the
Corporation of any class or of any series of any class; and
(e) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the Charter
of the
Corporation.
(3) The following is a statement of the powers, preferences
and
rights of the 4.80% Cumulative Preferred Stock, Series B, to the
extent
not set forth elsewhere herein:
(a) The annual rate of dividends payable on shares of
such
series shall be four and eighty hundredths per cent. (4.80%)
per
annum of the par value thereof, and the date from which
dividends
shall be cumulative on all shares of such series, issued prior
to the
record date for the first dividend on shares of such series
shall be
November 1, 1965;
(b) The redemption price for shares of such series
shall be
105.25% of the par value thereof;
(c) The amount payable on shares of such series in the
event of
any liquidation, dissolution or winding up of the affairs of
the
Corporation, whether voluntary or involuntary, shall be the
par value
thereof;
(d) The holders of shares of such series shall not have
the
right to convert such shares into shares of the stock of the
Corporation of any class or of any series of any class; and
(e) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the Charter
of the
Corporation.
(4) The following is a statement of the powers, preferences
and
rights of the 4.50% Cumulative Preferred Stock, Series C, to the
extent
not set forth elsewhere herein:
(a) The annual rate of dividends payable on shares of
such
series shall be four and fifty hundredths per cent. (4.50%)
per annum
of the par value thereof, and the date from which dividends
shall be
cumulative on all shares of such series, issued prior to the
record
date for the first dividend on shares of such series shall be
November 1, 1965;
(b) The redemption price for shares of such series
shall be
103.50% of the par value thereof;
(c) The amount payable on shares of such series in the
event of
any voluntary liquidation, dissolution or winding up of the
affairs
of the Corporation shall be $102.50 per share, and the amount
payable
on shares of such series in the event of any involuntary
liquidation,
dissolution or winding up of the affairs of the Corporation
shall be
the par value thereof;
(d) The holders of shares of such series shall not have
the
right to convert such shares into shares of the stock of the
Corporation of any class or of any series of any class; and
(e) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the Charter
of the
Corporation.
(5) The holders of the Cumulative Preferred Stock of each
series, in
preference to the holders of any class of stock ranking junior to
the
Cumulative Preferred Stock, shall be entitled to receive, as and
when
declared by the Board of Directors out of any funds legally
available
therefor, cash dividends, at the rate for such series fixed in
accordance
with the provisions of subdivisions (1), (2), (3) and (4) of this
Section 1.5, and no more, payable quarterly on the first days of
February,
May, August and November, respectively, in each year, with respect
to the
quarterly period ending on the day preceding each such respective
payment
date. Such dividends shall be paid to shareholders of record on
the
respective dates, not exceeding twenty days prior to such payment
dates,
fixed by the Board of Directors for such purpose. Such dividends
shall be
cumulative, in the case of shares of each particular series:
(a) if issued prior to the record date for the first
dividend
on shares of such series, then from the date fixed for the
purpose as
provided in subdivisions (1), (2), (3) and (4) of this Section
1.5,
(b) if issued during the period commencing immediately
after
the record date for a dividend on shares of such series and
terminating at the close of the payment date for such
dividend, then
from such dividend payment date; and
(c) otherwise from the quarterly dividend payment date
next
preceding the date of issue of such shares.
No dividend shall be paid upon, or declared or set apart for, any
share of
Cumulative Preferred Stock for any quarterly dividend period unless
at the
same time a like proportionate dividend for the same quarterly
dividend
period, ratably in proportion to the respective annual dividend
rates
fixed therefor, shall be paid upon, or declared and set apart for,
all
shares of Cumulative Preferred Stock of all series then issued and
outstanding and entitled to receive such dividend.
(6) In no event, so long as any shares of Cumulative
Preferred Stock
shall be outstanding, shall any dividend, whether in cash or
property, be
paid or declared, nor shall any distribution be made, on any class
of
stock of the Corporation ranking junior to the Cumulative Preferred
Stock,
nor shall any shares of any such junior stock be purchased,
redeemed or
otherwise acquired for value by the Corporation, unless all
dividends on
the Cumulative Preferred Stock of all series for all past quarterly
dividend periods shall have been paid or declared and a sum
sufficient for
the payment thereof set apart. The foregoing provisions of this
subdivision (6) shall not, however, apply to a dividend payable in
any
class of stock ranking junior to the Cumulative Preferred Stock, or
to the
acquisition of shares of any such junior stock in exchange for, or
through
application of the proceeds of the sale of, shares of any such
junior
stock.
Subject to the foregoing and to any further limitations
prescribed in
accordance with the provisions of subdivisions (1), (2), (3) and
(4) of
this Section 1.5, the Board of Directors may declare, out of any
funds
legally available therefor, dividends upon the then outstanding
shares of
any class of stock ranking junior to the Cumulative Preferred
Stock, and
no holders of shares of Cumulative Preferred Stock of any series
shall be
entitled to share therein.
(7) In the event of any liquidation, dissolution or winding
up of
the affairs of the Corporation, then, before any distribution or
payment
shall be made to the holders of any class of stock ranking junior
to the
Cumulative Preferred Stock, the holders of the Cumulative Preferred
Stock
shall be entitled to be paid in full the respective amounts fixed
in
accordance with the provisions of subdivisions (1), (2), (3) and
(4) of
this Section 1.5, together with an amount, in the case of each
share,
computed at the annual dividend rate for the series of which the
particular share is a part, from the date on which dividends on
such share
became cumulative to and including the date fixed for such
distribution or
payment, less the aggregate amount of all dividends theretofore
paid
thereon. If such payment shall have been made in full to the
holders of
the Cumulative Preferred Stock, the remaining assets and funds of
the
Corporation shall be distributed among the holders of the classes
of stock
ranking junior to the Cumulative Preferred Stock, according to
their
respective rights and preferences and in each case according to
their
respective shares. If, upon any liquidation, dissolution or
winding up of
the affairs of the Corporation, the amounts so payable are not paid
in
full to the holders of all outstanding shares of Cumulative
Preferred
Stock, the holders of all series of Cumulative Preferred Stock
shall share
ratably in any distribution of assets in proportion to the full
amounts to
which they would otherwise be respectively entitled. Neither the
consolidation or merger of the Corporation nor the sale or transfer
of all
or a part of its assets shall be deemed a liquidation, dissolution
or
winding up of the affairs of the Corporation within the meaning of
the
foregoing provisions of this subdivision (7).
(8) The Cumulative Preferred Stock of any series may be
redeemed, as
a whole or in part, at the option of the Corporation, by vote of
the Board
of Directors, at any time or from time to time, at the applicable
redemption price for such series fixed in accordance with the
provisions
of subdivisions (1), (2), (3) and (4) of this Section 1.5, together
with
an amount (hereinafter referred to as accrued dividends to the
redemption
date), in the case of each share, computed at the annual dividend
rate for
the series of which the particular share is a part, from the date
on which
dividends on such share became cumulative to and including the date
of
redemption, less the aggregate amount of all dividends theretofore
paid
thereon. If less than all the outstanding shares of Cumulative
Preferred
Stock of any series are to be redeemed, the shares to be redeemed
shall be
determined by lot in such manner as the Board of Directors may
prescribe.
Notice of every redemption of Cumulative Preferred Stock shall
be
mailed, addressed to the holders of record of the shares to be
redeemed at
their respective addresses as they shall appear on the stock books
of the
Corporation (but no failure to mail such notice or any defect
therein or
in the mailing thereof shall affect the validity of the proceedings
for
such redemption), and notice shall also be published at least once
in one
daily newspaper printed in the English language and published and
of
general circulation in the Borough of Manhattan, The City of New
York, the
first publication and such mailing to be at least thirty days and
not more
than sixty days prior to the date fixed for redemption.
If notice of redemption shall have been duly published and if,
on or
before the redemption date specified in the notice, all funds
necessary
for the redemption shall have been deposited in trust with a bank
or trust
company of the character described in the following paragraph and
designated in the notice of redemption, for the pro rata benefit of
the
holders of the shares so called for redemption, so as to be and
continue
to be available therefor, then, from and after the date of
redemption so
designated, notwithstanding that any certificate for shares of
Cumulative
Preferred Stock so called for redemption shall not have been
surrendered
for cancellation, the shares represented thereby shall no longer be
deemed
outstanding, the dividends thereon shall cease to accumulate, and
all
rights with respect to the shares of Cumulative Preferred Stock so
called
for redemption shall forthwith on the redemption date cease and
terminate,
except only the right of the holders thereof to receive the
redemption
price of the shares so redeemed, including accrued dividends to the
redemption date, but without interest.
The Corporation may also, at any time prior to the redemption
date
specified in the notice of redemption, deposit in trust, for the
account
of the holders of the Cumulative Preferred Stock to be redeemed,
with a
bank or trust company in good standing, organized under the laws of
the
United States of America or of the State of New York, doing
business in
the Borough of Manhattan, The City of New York, having capital,
surplus
and undivided profits aggregating at least Two Million Dollars
($2 000 000), designated in the notice of redemption, all funds
necessary
for the redemption, and deliver irrevocable written instructions
authorizing such bank or trust company, on behalf and at the
expense of
the Corporation, to cause notice of redemption to be duly mailed
and
publication of notice to be made as herein provided promptly upon
receipt
of such irrevocable instructions. Thereupon, notwithstanding that
any
certificate for shares of Cumulative Preferred Stock so called for
redemption shall not have been surrendered for cancellation, all
shares of
Cumulative Preferred Stock with respect to which the deposit shall
have
been made shall no longer be deemed to be outstanding, and all
rights with
respect to such shares of Cumulative Preferred Stock shall
forthwith, upon
such deposit in trust accompanied by irrevocable instructions as
provided
above, cease and terminate except only the right of the holders
thereof to
receive from such bank or trust company, at any time after the time
of the
deposit, the redemption price, including accrued dividends to the
redemption date, but without interest, of the shares so to be
redeemed,
and the right to exercise, on or before the date fixed for
redemption,
privileges of conversion or exchange, if any, not theretofore
expiring.
Any moneys deposited by the Corporation pursuant to this
subdivision
(8) which shall not be required for the redemption because of the
exercise
of any such right of conversion or exchange subsequent to the date
of the
deposit shall be repaid to the Corporation forthwith. Any other
moneys
deposited by the Corporation pursuant to this subdivision (8) and
unclaimed at the end of six years from the date fixed for
redemption shall
be repaid to the Corporation upon its request expressed in a
resolution of
its Board of Directors, after which repayment the holders of the
shares so
called for redemption shall look only to the Corporation for the
payment
thereof.
(9) Except as may be mandatorily required by law regardless
of
limitations contained in the Charter, at all meetings of the
shareholders,
every registered holder of Common Stock shall be entitled to vote
and
shall have one vote for each share standing in his name on the
books of
the Corporation on any record date fixed for such purpose or, if no
such
date be fixed, on the date of such meeting, and the holders of
Cumulative
Preferred Stock shall have no right to vote except as provided
hereinafter
in this Section 1.5 or in accordance with subdivision (1) of this
Section 1.5. Each present and future shareholder of the
Corporation by
becoming such thereby waives, to the full extent permitted by law,
any
right to vote for the election of Directors other than as provided
in this
subdivision (9).
If, at any time, dividends on any of the outstanding shares of
Cumulative Preferred Stock shall be in default in an amount
equivalent to
four or more full quarterly dividends, the Cumulative Preferred
Stock,
voting separately as a class, shall be entitled to elect the
smallest
number of Directors necessary to constitute a majority of the full
Board,
which right may be exercised until all arrears in payment of
quarterly
dividends on the Cumulative Preferred Stock shall have been paid,
or
deposited in trust for payment on or before the next succeeding
dividend
payment date. When all such arrears have been so paid or deposited
in
trust (and such arrears shall be so paid or deposited in trust as
soon as
lawful and reasonably practicable out of any assets of the
Corporation
available therefor), the Cumulative Preferred Stock shall be
divested of
such voting power, but subject always to the same provisions for
the
vesting of such voting power in the Cumulative Preferred Stock in
the case
of any future such default or defaults. So long as the Cumulative
Preferred Stock shall have the right so to elect a majority of the
Directors, the holders of the Common Stock, voting separately as a
class,
shall be entitled to vote for and elect the remaining Directors,
and their
right to vote for Directors shall be limited accordingly.
The foregoing right of the Cumulative Preferred Stock to elect
a
majority of the Directors of the Corporation may be exercised at
any
annual meeting of shareholders or, within the limitations
hereinafter
provided, at a special meeting of shareholders held for such
purpose. If
the date upon which such right of the holders of the Cumulative
Preferred
Stock shall become vested shall be more than ninety days preceding
the
date of the next ensuing annual meeting of shareholders as fixed by
the
Code of Regulations of the Corporation, the President of the
Corporation
shall, within ten days after delivery to the Corporation at its
principal
office of a request to such effect signed by any holder of
Cumulative
Preferred Stock, call a special meeting of the holders of the
Cumulative
Preferred Stock and Common Stock to be held within forty days after
the
delivery of such request for the purpose of electing a new Board of
Directors, of which a majority shall be elected by a vote of the
Cumulative Preferred Stock and the remainder shall be elected by a
vote of
the Common Stock, to serve until the next annual meeting or until
their
successors shall be elected and shall qualify. Notice of such
meeting
shall be mailed to each shareholder not less than ten days prior to
the
date of such meeting. The term of office of all Directors of the
Corporation shall terminate at the time of any such meeting held
for the
purpose of electing a new Board of Directors, notwithstanding that
the
term for which such Directors had been elected shall not then have
expired. In the event that at any meeting at which holders of the
Cumula-
tive Preferred Stock shall be entitled to elect a majority of the
Board of
Directors, a quorum of the holders of such stock shall not be
present in
person or by proxy, the holders of the Common Stock, if a quorum
thereof
be present, may temporarily elect the Directors whom the holders of
the
Cumulative Preferred Stock are entitled but fail to elect, such
Directors
to be designated as having been so elected and their term of office
to
expire at such time thereafter as their successors shall be elected
by the
holders of the Cumulative Preferred Stock as herein provided.
Whenever the Cumulative Preferred Stock shall be entitled to
elect a
majority of the Board of Directors, any holder of such stock shall
have
the right, during regular business hours, in person or by a duly
authorized representative, to examine and to make transcripts of
the stock
records of the Corporation for the Cumulative Preferred Stock for
the
purpose of communicating with other holders of such stock with
respect to
the exercise of such right of election.
Whenever the Cumulative Preferred Stock shall be divested of
such
voting power, the President of the Corporation shall, within ten
days
after delivery to the Corporation at its principal office of a
request to
such effect signed by any holder of Common Stock, call a special
meeting
of the holders of the Common Stock to be held within forty days
after the
delivery of such request for the purpose of electing a new Board of
Directors to serve until the next annual meeting or until their
respective
successors shall be elected and shall qualify. If, at any such
special
meeting, any Director shall not be reelected, his term of office
shall
terminate upon the election and qualification of his successor,
notwithstanding that the term for which such Director was
originally
elected shall not then have expired.
At any annual or special meeting of shareholders held for the
purpose
of electing Directors when the holders of the Cumulative Preferred
Stock
shall be entitled to elect a majority of the Board of Directors,
the
presence in person or by proxy of the holders of a majority of the
outstanding shares of the Cumulative Preferred Stock shall be
required to
constitute a quorum for the election by such class of a majority of
the
Board of Directors, and the presence in person or by proxy of the
holders
of a majority of the outstanding shares of Common Stock shall be
required
to constitute a quorum for the election by such class of the
remaining
Directors or for the election temporarily by such class of a
majority of
the Board of Directors as herein provided; provided, however, that
the
majority of the holders of either such class of stock who are
present in
person or by proxy shall have power to adjourn such meeting for the
election of Directors by such class from time to time without
notice other
than announcement at the meeting. No delay or failure by the
holders of
either such class of stock to elect the members of the Board of
Directors
which such holders are entitled to elect shall invalidate the
election of
the remaining members of the Board of Directors by the holders of
the
other such class of stock. At any such election of Directors by
the
holders of shares of Cumulative Preferred Stock, each such holder
shall
have one vote for each share of such stock standing in his name on
the
books of the Corporation on any record date fixed for such purpose
or, if
no such date be fixed, on the date on which the election is held.
If, during any interval between annual meetings of
shareholders for
the election of Directors and while the Cumulative Preferred Stock
shall
be entitled to elect a majority of the Directors, the number of
Directors
in office who have been elected by the holders of the Cumulative
Preferred
Stock or Common Stock, as the case may be, shall, by reason of
resignation, death or removal, be less than the total number of
Directors
subject to election by the holders of shares of such class, (a) the
vacancy or vacancies shall, if permitted by law, be filled by a
majority
vote of the remaining Directors then in office who were elected by
such
class or succeeded to a Director so elected, although such majority
be
less than a quorum, and (b) if not so filled within forty days
after the
creation thereof, the President of the Corporation shall call a
special
meeting of the holders of shares of such class and such vacancy or
vacancies shall be filled at such special meeting.
All, but not less than all, of the Directors elected by any
class of
stock may be removed from office by vote of the holders of a
majority of
the shares of the class of stock by which their successors would be
elected. A special meeting of the holders of shares of such class
may be
called by a majority vote of the Board of Directors for the purpose
of
removing Directors in accordance with the provisions of this
paragraph.
The President of the Corporation shall, in any event, within ten
days
after delivery to the Corporation at its principal office of a
request to
such effect signed by the holders of at least five per cent. (5%)
of the
outstanding shares of such class, call a special meeting for such
purpose
to be held within forty days after the delivery of such request.
Except as may be mandatorily required by law regardless of
limitations contained in the charter, holders of Cumulative
Preferred
Stock shall not be entitled to receive notice of any meeting of
shareholders at which they are not entitled to vote or consent.
In all elections of Directors each shareholder shall have the
right
to cast one vote for each share of stock owned by him and entitled
to a
vote and he may cast the same in person or by proxy for as many
persons as
there are Directors to be elected by the class of stock held by
him, or he
may cumulate such votes and give one candidate as many votes as the
number
of Directors to be elected by the class of stock held by him
multiplied by
the number of his shares of stock shall equal, or he may distribute
them
on the same principle among as many candidates and in such manner
as he
shall desire.
(10) So long as any shares of Cumulative Preferred Stock are
outstanding, the consent of the holders of at least two-thirds of
the
Cumulative Preferred Stock at the time outstanding, given in person
or by
proxy, either in writing or by vote at any meeting called for the
purpose,
shall be necessary for effecting or validating any one or more of
the
following:
(a) Any amendment, alteration or repeal of any of the
provisions of the charter, which affects adversely the powers,
preferences or rights of the holders of the Cumulative
Preferred
Stock; provided, however, that if such amendment, alteration
or
repeal affects adversely the powers, preferences or rights of
one or
more but not all series of Cumulative Preferred Stock at the
time
outstanding, only the consent of the holders of at least
two-thirds
of each series so affected shall be required; and provided,
further,
that the amendment of the provisions of the Charter so as to
increase
or decrease the authorized amount of the Cumulative Preferred
Stock
or so as to authorize or create, or so as to increase or
decrease the
authorized amount of, any new class of stock ranking on a
parity
with, or any class of stock ranking junior to, the Cumulative
Preferred Stock or any security convertible into any such
stock or
into Cumulative Preferred Stock, shall not be deemed to affect
adversely the powers, preferences or rights of the holders of
the
Cumulative Preferred Stock or any series thereof, and the
right is
hereby reserved to make any such amendment upon the vote
prescribed
in subdivision (12) and the vote, if any, required by
paragraph (b)
subdivision (11) of this Section 1.5.
(b) The authorization or creation, or the increase in
the
authorized amount, of any stock of any class, or any security
convertible into stock of any class, ranking prior to the
Cumulative
Preferred Stock;
(c) The issue of any additional shares of Cumulative
Preferred
Stock (other than the 90 000 shares of 4.40% Cumulative
Preferred
Stock, 40 000 shares of 4.80% Cumulative Preferred Stock,
Series B,
and 60 000 shares of 4.50% Cumulative Preferred Stock, Series
C to be
initially issued) or any shares of stock of any class ranking
on a
parity with the Cumulative Preferred Stock, unless the
consolidated
income of the Corporation and its subsidiaries (determined as
hereinafter provided) for any twelve consecutive calendar
months
within the fifteen calendar months immediately preceding the
month
within which the issuance of such additional shares is
authorized by
the Board of Directors of the Corporation shall have been in
the
aggregate not less than one and one-half times the sum of the
interest requirements (adjusted by provision for amortization
of debt
discount and expense or of premium on debt, as the case may
be) for
one year on all of the indebtedness of the Corporation and its
subsidiaries to be outstanding at the date of such proposed
issue and
the full dividend requirements for one year on all shares of
Cumulative Preferred Stock and all other stock, if any,
ranking prior
to or on a parity with the Cumulative Preferred Stock to be
outstanding at the date of such proposed issue, including the
shares
then proposed to be issued but excluding any such indebtedness
and
any such shares proposed to be retired in connection with such
issue.
"Consolidated income" for any period for the purposes of this
Paragraph (c) shall be computed by adding to the consolidated
net
income of the Corporation and its subsidiaries for said
period,
determined in accordance with generally accepted accounting
principles and practices, as adjusted by action of the Board
of
Directors of the Corporation as hereinafter provided, the
amount
deducted for interest (adjusted as above provided) in
determining
such consolidated net income. In determining such
consolidated net
income for any period, there shall be deducted, in addition to
other
items of expense, the amount charged to income for said period
on the
books of the Corporation and its subsidiaries for taxes and
the
provisions for depreciation and depletion as recorded on such
books
or the minimum amount required therefor under the provisions
of any
then existing general indenture of mortgage or deed of trust
of the
Corporation, whichever is larger. In the determination of
such
consolidated net income, the Board of Directors of the
Corporation
may, in the exercise of due discretion, make adjustments by
way of
increase or decrease in such consolidated net income to give
effect
to changes therein resulting from any acquisition of
properties or to
any redemption, acquisition, purchase sale or exchange of
securities
by the Corporation or its subsidiaries either prior to the
issuance
of any shares of Cumulative Preferred Stock or stock ranking
on a
parity therewith then to be issued or in connection therewith.
The
term "subsidiary" shall mean, for all purposes of this
subdivision
(10), any company of which the Corporation, directly or
through
another subsidiary, owns or controls a majority of the
outstanding
shares of stock entitling the holders thereof to elect a
majority of
the directors of such company, either at all times or so long
as
there is no default in the payment of dividends upon any stock
having
a preference or priority over such stock;
(d) The issue of any additional shares of Cumulative
Preferred
Stock (other than the 90 000 shares of 4.40% Cumulative
Preferred
Stock, 40 000 shares of 4.80% Cumulative Preferred Stock,
Series B,
and 60 000 shares of 4.50% Cumulative Preferred Stock, Series
C to be
initially issued) or of any shares of stock of any class
ranking on
a parity with the Cumulative Preferred Stock, unless the
aggregate of
the capital of the Corporation applicable to all stock of any
class
ranking junior to the Cumulative Preferred Stock, plus the
consolidated surplus of the Corporation and its subsidiaries,
shall
be not less than the aggregate amount payable upon involuntary
liquidation, dissolution or winding up of the affairs of the
Corporation to the holders of all shares of the Cumulative
Preferred
Stock and of any shares of stock of any class ranking on a
parity
with the Cumulative Preferred Stock to be outstanding
immediately
after such proposed issue, excluding from such computation all
indebtedness and stock to be retired through such proposed
issue. No
portion of the surplus of the Corporation utilized to satisfy
the
foregoing requirement shall be available for dividends or
other
distributions upon or in respect of shares of stock of the
Corporation of any class ranking junior to the Cumulative
Preferred
Stock or for the purchase of shares of such junior stock until
such
number of additional shares of Cumulative Preferred Stock are
retired
or until and to the extent that the capital applicable to such
junior
stock shall have been increased; or
(e) The sale, lease or conveyance of all or
substantially all
of the property or business of the Corporation, or the parting
with
control thereof, or the consolidation or merger of the
Corporation;
provided, however, that, except as may be mandatorily required
by law
regardless of limitations contained in the charter, no such
consent
shall be required with respect to, (i) a consolidation or
merger of
the Corporation if such consolidation or merger, or the
issuance or
assumption of all securities to be issued or assumed in
connection
therewith, shall have been ordered, approved or permitted by
the
Securities and Exchange Commission, or (ii) a consolidation or
merger
of the Corporation with a subsidiary of the Corporation if
none of
the powers, preferences or rights of the holders of the
Cumulative
Preferred Stock will be adversely affected thereby, and if
none of
the property or business of the Corporation will thereby
become
subject to the lien of any mortgage, deed of trust or other
encumbrance, and if the company resulting from or surviving
such
consolidation or merger will be authorized to carry on the
business
then being conducted by the Corporation and will have
authorized or
outstanding, after such consolidation or merger, no stock of
any
class or other securities ranking prior to or on a parity with
the
Cumulative Preferred Stock, or securities convertible into any
such
stock or securities, except the same number of shares of stock
and
the same amount of other securities with the same powers,
preferences
and rights as the stock and securities of the Corporation
authorized
and outstanding immediately preceding such consolidation or
merger,
and if each holder of Cumulative Preferred Stock at the time
of such
consolidation or merger will receive the same number of
shares, with
the same powers, preferences and rights, of the resulting or
surviving company as he held of the Cumulative Preferred
Stock;
provided, however, that no such consent of the holders of the
Cumulative
Preferred Stock shall be required if, at or prior to the time when
such
amendment, alteration or repeal is to take effect, or when the
issuance of
any such prior stock or convertible security or any such additional
shares
of Cumulative Preferred Stock or shares of parity stock is to be
made, or
when such sale, lease, conveyance, consolidation or merger is to
take
effect, as the case may be, provision is made for the redemption of
all
shares of Cumulative Preferred Stock at the time outstanding or, in
the
case of any such amendment, alteration or repeal as to which the
consent
of less than all series of the Cumulative Preferred Stock would
otherwise
be required, for the redemption of all shares of the series of
Cumulative
Preferred Stock the consent of which would otherwise be required.
(11) So long as any shares of Cumulative Preferred Stock are
outstanding, the consent of the holders of at least a majority of
the
Cumulative Preferred Stock at the time outstanding, given in person
or by
proxy, either in writing or by vote at any meeting called for the
purpose,
shall be necessary for effecting or validating any one or more of
the
following:
(a) The issue of any unsecured notes, debentures or
other
securities representing unsecured indebtedness, or the
assumption of
any such unsecured securities, for a purpose other than the
refunding
of outstanding unsecured securities theretofore issued or
assumed by
the Corporation or the redemption or other retirement of
outstanding
shares of one or more series of the Cumulative Preferred
Stock, if,
immediately after such issuance or assumption, the total
principal
amount of all unsecured notes, debentures or other securities
representing unsecured indebtedness issued or assumed by the
Corporation and then outstanding, would exceed ten per cent.
(10%) of
the aggregate of (i) the total principal amount of all bonds
or other
securities representing secured indebtedness issued or assumed
by the
Corporation and then outstanding and (ii) the capital and
surplus of
the Corporation as then stated on the books of account of the
Corporation; or
(b) The authorization or creation, or the increase in
the
authorized amount, of any new class of stock ranking on a
parity with
the Cumulative Preferred Stock or of any security convertible
into
Cumulative Preferred Stock or into stock of any class ranking
on a
parity with the Cumulative Preferred Stock, and the right is
hereby
reserved to make any amendment of the charter required in
connection
therewith upon the vote prescribed in subdivision (12) of this
Section 1.5 and the vote prescribed in this subdivision (11);
provided, however, that no such consent of the holders of the
Cumulative
Preferred Stock shall be required if, at or prior to the time when
the
issuance of any such securities representing unsecured indebtedness
or
when the issuance of any such parity stock or convertible security
is to
be made, as the case may be, provision is made for the redemption
of all
shares of Cumulative Preferred Stock at the time outstanding.
(12) The Corporation reserves the right, subject only to any
requisite vote or consent of the holders of any other class of
stock
specifically required by the provisions of the charter, to amend or
change
any and all provisions of the charter (including a change in the
preferences given to any one or more classes of stock by the
charter or an
increase or decrease in the amount of the authorized stock of such
class
or classes or an increase or decrease in the par value thereof) by
the
vote in favor thereof, given in person or by proxy at any meeting
called
for the purpose, of the holders of a majority of the outstanding
shares of
Common Stock. The holders of the Cumulative Preferred Stock shall
have no
right to vote or consent with respect to any such amendment except
as
specifically provided in subdivisions (10) and (11) of this Section
1.5 or
in accordance with subdivision (1) of this Section 1.5.
(13) Except as otherwise provided in paragraph (a) of
subdivision
(10) of this Section 1.5 or with respect to any particular series
in
accordance with the provisions of subdivision (1) of this Section
1.5,
whenever shares of two or more series of the Cumulative Preferred
Stock
are outstanding, no particular series of the Cumulative Preferred
Stock
shall be entitled to vote or consent as a separate series on any
matter,
and all shares of Cumulative Preferred Stock of all series shall be
deemed
to constitute but one class for any purpose for which a vote or
consent of
the shareholders by classes may now or hereafter be required.
(14) No holder of any shares of Cumulative Preferred Stock of
any
series shall be entitled as such, as a matter of right, to purchase
or
subscribe for any shares of stock of the Corporation of any class,
whether
now or hereafter authorized or whether issued for cash, property or
services or as a dividend or otherwise, or any securities
convertible into
shares of stock of the Corporation or carrying or evidencing any
right to
purchase shares of stock of any class.
(15) Any shares of Cumulative Preferred Stock which are
redeemed or
retired, except shares retired through conversion or through the
operation
of any sinking fund or redemption or purchase account, shall
thereafter
have the status of authorized but unissued shares of Cumulative
Preferred
Stock of the Corporation and may thereafter be reclassified and
reissued
by the Board of Directors in the same manner as any other
authorized and
unissued shares of Cumulative Preferred Stock.
(16) Subject to the limitations set forth in this Section
1.5, all or
any of the shares of stock of the Corporation of any class and
securities
convertible into stock of any class may be issued by the
Corporation,
acting through its Board of Directors, without action by the
shareholders,
from time to time, for such consideration, or by way of dividend,
in such
manner and upon such terms as may be determined and deemed
advisable from
time to time by the Board of Directors. Such consideration, in the
case
of shares having a par value, shall not be less than the par value
thereof
and, in the case of securities convertible into shares of stock
having a
par value, shall not be less than the par value of the shares into
which
such securities are convertible, except as otherwise permitted by
law.
Such consideration may consist of cash, labor done, real and/or
personal
property, or the use thereof, and the value of any such
consideration
consisting of such labor or property or the use thereof shall be as
determined by the Board of Directors. All shares of stock so
issued, for
which the consideration so fixed has been received by the
Corporation,
shall be deemed fully paid stock and shall not be liable to any
further
calls or assessments thereon.
1.6 The amount of stated capital of each class of shares to
be
outstanding at the time the merger becomes effective is:
Cumulative Preferred Stock $19,000,000
Common Stock $24,941,150
1.7 The combined earned surplus accumulated subsequent to
December 31, 1940 (date of quasi reorganization of Monongahela) of
Marietta, Monongahela and West Maryland immediately prior to the
effective
date of the merger herein provided for shall constitute the earned
surplus
of the Surviving Corporation.
1.8 The names and addresses of the first directors and
officers of
the Surviving Corporation are as follows:
DIRECTORS
NAME ADDRESS
Harold F. Butler 105 Old Short Hills Rd., Short
Hills, N.J.
Donald M. Kammert P.O. Box 408, Fairmont, W.Va.
William A. Lyon 58 Hemlock Drive, North Tarrytown,
N.Y.
Francis H. May, Jr. Pilot Rock Lane, Riverside, Conn.
Hugh D. McDowell 15 Shoredale Drive, Manhasset, N.Y.
William F. Oliver 21 Sunset Drive, Manhasset, N.Y.
J. Lee Rice, Jr. 245 East 63 Street, New York, N.Y.
George M. Schurman Cross River Road, Katonah, N.Y.
Joseph H. Taggart 37 Washington Square West, New York,
N.Y.
Earle S. Thompson 655 Park Avenue, New York, N.Y.
Edward H. Walworth, Jr. 263 Oenoke Road, New Canaan, Conn.
E. Wallace Wilkinson 81 Hillcrest Avenue, Summit, N.J.
OFFICERS
NAME TITLE ADDRESS
Donald M. Kammert President P.O. Box 408, Fairmont,
W.Va.
John A. Freeman Vice President 1126 Ridgewood Rd.,
Fairmont, W.Va.
J. Duane Gorman Vice President 812 Benoni Avenue, Fairmont,
W.Va.
Donald E. Hollen Vice President 919 Henry Drive, Fairmont,
W.Va.
Hugh D. McDowell Vice President 15 Shoredale Drive,
Manhasset, N.Y.
Cecil G. McVay Vice President 904 Henry Drive, Fairmont,
W.Va.
Paul J. Scheerer Vice President 1239 Peacock Lane, Fairmont,
W.Va.
Erwin C. Withers Secretary 1037 Sunset Drive, Fairmont,
W.Va.
& Treasurer
Paul G. Spiker Asst. Secretary 1219 Morningside Dr.,
Fairmont,W.Va.
& Asst. Treas.
James C. Hood Asst. Treasurer 1225 Woodland Cres.,
Fairmont, W.Va.
Frances C. Shell Asst. Treasurer 195 North Village Ave.
Rockville Centre, N.Y.
John B. Sabel Asst. Secretary Fairmont Farms, Fairmont,
W.Va.
Carroll E. Summers Asst. Secretary Linden Boulevard,
Middletown, Md.
Arnold L. Adams Comptroller 35 Joharry Drive, Fairmont,
W.Va.
William P. Roberts Asst. Comptr. 514 Laurel Drive, Fairmont,
W.Va.
E. Murray Taylor Asst. Comptr. 1436 Peacock Lane, Fairmont,
W.Va.
1.9 The name and address of the statutory agent in Ohio upon
whom any
process, notice, or admission against any constituent corporation
or the
Surviving Corporation may be served is John A. Poling, 704 Second
Street,
Marietta, Ohio.
1.10 The terms of the merger, the mode of carrying the same
into
effect, and the manner and basis of making distribution to the
shareholders of the constituent corporations are as follows:
(1) Monongahela. (a) The 190 000 outstanding shares of
Cumulative
Preferred Stock, par value $100 per share, of Monongahela shall be
changed
and converted into 190 000 shares of Cumulative Preferred Stock,
par value
$100 per share, of the Surviving Corporation as follows: (1) the 90
000
shares of 4.40% Cumulative Preferred Stock of Monongahela shall be
changed
and converted into 90 000 shares of 4.40% Cumulative Preferred
Stock of
the Surviving Corporation; (2) the 40 000 shares of 4.80%
Cumulative
Preferred Stock, Series B, of Monongahela shall be changed and
converted
into 40 000 shares of 4.80% Cumulative Preferred Stock, Series B,
of the
Surviving Corporation; and (3) the 60 000 shares of 4.50%
Cumulative
Preferred Stock, Series C, of Monongahela shall be changed and
converted
into 60 000 shares of 4.50% Cumulative Preferred Stock, Series C,
of the
Surviving Corporation.
(b) All of the 3 837 100 outstanding shares of Common Stock,
par
value $6.50 per share, of Monongahela shall be changed and
converted into
498 823 shares of Common Stock, par value $50 per share, of the
Surviving
Corporation.
(c) After the effective date of the merger, the shareholders
of
Monongahela shall be entitled, upon surrender to the Surviving
Corporation
of certificates representing capital stock of Monongahela
outstanding
immediately prior to the effective date of the merger, to receive
in
exchange therefor a certificate or certificates representing the
number of
shares of capital stock of the Surviving Corporation into which the
capital stock of Monongahela previously represented by the
certificate or
certificates so surrendered shall have been converted as aforesaid.
Until
so surrendered, each outstanding certificate which, immediately
prior to
the effective date of the merger, represented capital stock of
Monongahela
shall evidence the ownership of the shares of capital stock of the
Surviving Corporation into which such shares of capital stock of
Monongahela have been so converted.
(2) West Maryland. All of the outstanding 7 000 shares of
capital
stock of West Maryland shall be retired and cancelled and no shares
in the
Surviving Corporation shall be issued in lieu thereof.
.
(3) Marietta. All of the outstanding 32 500 shares of
capital stock
of Marietta shall be retired and cancelled and no shares in the
Surviving
Corporation shall be issued in lieu thereof.
1.11 The Code of Regulations of Marietta shall be the Code of
Regulations of the Surviving Corporation.
1.12 The names of the states under the laws of which each
constituent
corporation exists are:
Monongahela West Virginia
Marietta Ohio
West Maryland Maryland
1.13 The date upon which the merger shall become effective
shall be
the later of January 1, 1966, and the date of completion of the
filing and
recording of this Agreement and Articles in accordance with the
provisions
of Title 17, Chapter 1701 of the revised Code of Ohio, Chapter 31
of the
West Virginia Code of 1961, and Article 23 of the 1951 Code of
Maryland.
1.14 Subject to the provisions of Title 17, Chapter 1701 of
the
revised Code of Ohio, Chapter 31 of the West Virginia Code of 1961,
and
Article 23 of the 1951 Code of Maryland, the merger may be
abandoned by
agreement among the parties at any time prior to the filing of this
Agreement and Articles by the Board of Directors of one or more of
the
constituent corporations.
1.15 The Corporation shall have perpetual existence.
1.16 The Corporation shall, to the extent permitted by the
laws of the
States of Maryland and West Virginia, possess all the rights,
privileges,
immunities, powers, franchises, and authority, of a public as well
as of
a private nature, of each of the constituent corporations; and all
property of every description, and every interest therein, and all
obligations, including subscriptions to shares, of or belonging to
or due
to each of the constituent corporations shall thereafter be taken
and
deemed to be transferred to and vested in the Corporation without
further
act or deed; and title to any real estate, or any interest therein,
vested
in any of the constituent corporations shall not revert or in any
way be
impaired by reason of the merger.
The Corporation shall be liable for all the obligations of each
of the
constituent corporations, including liability to dissenting
stockholders,
and all the rights of creditors of each of the constituent
corporations
shall be preserved unimpaired, and all liens upon the property of
any of
the constituent corporations shall be preserved unimpaired. Any
claim
existing or action or proceeding pending by or against any of the
constituent corporations may be prosecuted to judgment, with right
of
appeal as in other cases, as if the merger had not taken place, or
the
Corporation may be substituted in the place of such constituent
corporation.
1.17 The business of the Corporation shall be managed by its
Board of
Directors which may exercise all of the powers of the Corporation,
except
such as are hereby or by law or by the regulations of the
Corporation
conferred upon or reserved to the stockholders.
The number of Directors which shall constitute the whole board
shall
be such as from time to time shall be fixed by, or in the manner
provided
in, the regulations of the Corporation, but in no case shall the
number be
less than three.
Directors need not be shareholders of the Corporation or
residents of
the State of Ohio unless so required by the regulations of the
Corporation.
Any Director or any officer elected or appointed by the
shareholders
or by the Board of Directors may be removed at any time in such
manner as
may be provided in the regulations.
The Directors may hold their meetings within or without the
State of
Ohio as may be provided in the regulations.
The Directors shall hold office until their successors are
respectively elected and qualified, and a majority of them shall
constitute a quorum for the transaction of business, unless the
regulations of the Corporation shall provide that a different
number shall
constitute a quorum, which in no case shall be less than one-third
of the
total number of Directors nor less than two Directors.
The Board of Directors from time to time shall determine
whether and
to what extent and at what times and places and under what
conditions and
regulations the accounts and books of the Corporation, or any of
them,
shall be open to the inspection of the shareholders, and no
shareholder
shall have any right to inspect any account, book, or document of
the
Corporation except as conferred by the laws of the State of Ohio or
as
authorized by resolution of the Board of Directors.
The Board of Directors may, from time to time, by resolution or
resolutions passed by a majority of the whole Board, cause to be
issued
bonds, debentures, notes and other evidences of indebtedness and
obligations of the Corporation, without limitation as to the amount
thereof except as may be prescribed by law, and may secure the
payment
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, real or personal, including franchises and contract
rights,
whether at the time owned or thereafter acquired, and may sell,
exchange
or otherwise dispose of such bonds, debentures, notes and other
evidences
of indebtedness and obligations, upon such terms and for such
prices as
may be determined by the Board of Directors, for the purpose of
acquiring
new or additional property of any character, of improving, or
extending
the properties of the Corporation and/or for any other corporate
purpose.
The foregoing provision shall not be deemed in any way a limitation
upon
the general powers of said Board otherwise conferred upon them by
this
Agreement by the regulations, or by the laws of the State of Ohio.
The Board of Directors shall have power from time to time to
make by-
laws or to amend, alter or repeal the by-laws of the Corporation,
but any
by-laws or amendments to by-laws made by the Directors may be
amended,
altered or repealed by the shareholders.
1.18 No shareholder of the Corporation shall be liable to the
Corporation or for the debts of the Corporation except to the
amount of
the price of the stock subscribed for by him and unpaid.
The shareholders may hold their meetings, annual or special,
within
or without the State of Ohio as may be provided in the regulations.
1.19 Any contract, transaction or act of the Corporation or of
the
Board of Directors or of any committee thereof which shall be
ratified by
a quorum of the shareholders entitled to vote at any annual meeting
or at
any special meeting called for that purpose, shall be as valid and
binding
as though ratified by every shareholder of the Corporation;
provided,
however, that any failure of the shareholders to approve or ratify
such
contract, transaction or act, when and if submitted, shall not be
deemed
in any way to invalidate the same or to deprive the Corporation,
its
Directors or officers of their right to proceed with such contract,
transaction or act.
1.20 The Corporation may have one or more offices and keep any
books
of the Corporation, subject to the provisions of the laws of the
State of
Ohio, within or without the State of Ohio at such place or places
as may
from time to time be designated by the Board of Directors.
1.21 The Corporation reserves the right from time to time to
amend,
alter, change, add to or repeal any provision contained in its
Charter in
the manner now or hereafter authorized or permitted by the laws of
the
State of Ohio; and all rights conferred on the officers, Directors
and
shareholders of the Corporation by this Agreement shall be subject
to this
reservation.
SECOND
PURSUANT TO CHAPTER 31 OF THE WEST VIRGINIA CODE OF 1961
2.1 The terms and conditions of the merger, the mode of
carrying the
same into effect and the manner of converting the shares of the
constituent corporations into shares of the Surviving Corporation,
are as
provided in Section 1.10 of this Agreement and Articles.
2.2 The laws of the State of Ohio are selected as the laws
which
shall govern the Surviving Corporation.
2.3 The name of the Surviving Corporation is Monongahela
Power
Company.
2.4 The post office address of the principal place of
business of the
Surviving Corporation is 1310 Fairmont Avenue, Fairmont, West
Virginia.
2.5 The objects of the Surviving Corporation are as set forth
in
Section 1.4 of this Agreement and Articles.
2.6 The total number of shares of all classes of stock which
the
Surviving Corporation shall have authority to issue and (1) the
number of
the shares of each class thereof that are to have a par value and
the par
value of each such class, (2) the number of such shares that are to
be
without par value, and (3) a statement of all or any of the
designations
and the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, are set forth in Section 1.5
of this
Agreement and Articles.
The minimum amount of capital with which the Surviving
Corporation
will continue business is $1 000.
2.7 The Surviving Corporation is to have perpetual existence.
THIRD
PURSUANT TO ARTICLE 23 OF THE 1951 CODE OF MARYLAND
3.1 The terms and conditions of the merger and the mode in
carrying
same into effect are set forth in Section 1.10 of this Agreement
and
Articles.
3.2 The corporations parties to this Agreement and Articles
hereby
agree to effect the merger provided for herein.
3.3 The corporation to survive the merger is Marietta. The
state
under the laws of which the Surviving Corporation is formed is
Ohio. The
name under which the Surviving Corporation will continue is
Monongahela
Power Company.
3.4 The name and state of incorporation of each corporation
party to
this Agreement and Articles are:
Monongahela Power Company - West Virginia
The Marietta Electric Company - Ohio
The West Maryland Power Company - Maryland
The date of incorporation of Marietta is April 17, 1924, and it was
incorporated under general law. The date of incorporation of
Monongahela
is May 17, 1912, and it was incorporated under general law.
Neither
Marietta nor Monongahela is now qualified or registered to do
business in
Maryland.
3.5 The Charter of the Surviving Corporation is hereby
amended in its
entirety, effective the effective date of the merger provided for
herein,
to read as set forth in Part FIRST of this Agreement and Articles.
3.6 The total number of shares of stock of all classes which
Marietta
has authority to issue is 32 500 shares of the par value of $100
each and
all of one class. The aggregate par value of all such shares is
$3 250 000.
The total number of shares of all classes which Monongahela has
authority to issue is 5 500 000, of which 500 000 of the par value
of $100
each are Cumulative Preferred Stock and 5 000 000 shares of the par
value
of $6.50 each are Common Stock. The aggregate par value of all
such
shares of all classes is $82 500 000.
The total number of shares of stock of all classes which West
Maryland
has the authority to issue is 10 000 shares of the par value of
$100 each
and all of one class. The aggregate par value of all such shares
is
$1 000 000.
3.7 The number of shares of stock of each class of the
Surviving
Corporation to be issued for shares of stock of each class of each
of the
corporations party to this Agreement and Articles is 190 000 shares
of
Cumulative Preferred Stock to be issued for the 190 000 outstanding
shares
of Cumulative Preferred Stock of Monongahela and 498 823 shares of
Common
Stock to be issued for the outstanding 3 837 100 shares of Common
Stock of
Monongahela. The manner of converting the stock of each of the
corporations party to this Agreement and Articles into stock of the
Surviving Corporation is set forth in Section 1.10 hereof. No
other
consideration is to be paid, transferred or issued by the Surviving
Corporation for shares of stock of each of the corporations party
to this
Agreement and Articles.
3.8 The principal office of West Maryland is located in
Oakland,
Garrett County, Maryland. Monongahela and Marietta have no
principal
office in Maryland. The only county in Maryland in which any of
the
corporations party to this Agreement, other than the Surviving
Corporation, owns property the title to which could be effected by
the
recording of an instrument among the land records is Garrett
County.
3.9 The location of the principal office in Ohio of the
Surviving
Corporation is Marietta, Ohio, and the name and post office address
of a
resident agent of the Surviving Corporation in Maryland, service of
process upon whom shall bind the Surviving Corporation in any
action, suit
or proceeding pending or hereafter instituted or filed against it
under
the provisions of the General Corporation Law of Maryland until the
appointment of a substitute agent is duly certified to the Maryland
Department of Assessments and Taxation, are W. Dwight Stover,
Oakland,
Maryland.
3.10 This Agreement was duly advised by the Board of Directors
and
approved by the stockholders of West Maryland in the manner and by
the
vote required by the General Corporation Law of Maryland or by the
charter
of West Maryland.
3.11 The merger to be effected hereby was duly advised,
authorized and
approved in the manner and by the vote required by the charters of
Marietta and Monongahela and by the laws of the states under which
said
corporations are organized.
FOURTH
GENERAL
4.1 Monongahela shall further evidence the title to any real
property
owned or held by it in West Virginia immediately prior to the
effective
date of the merger by executing and acknowledging for record a
confirmatory deed or deeds to its property, which deed or deeds
shall be
recorded in the office of the clerks of the county courts of the
respective counties in which such property is situate; and such
deed or
deeds shall recite as the consideration therefor the merger and
shall be
deemed confirmatory of the title of such property in the Surviving
Corporation.
4.2 Monongahela and West Maryland each hereby agrees that
from time
to time, as and when requested by the Surviving Corporation or by
its
successors or assigns, it will execute and deliver all such deeds
and
other instruments and will take or cause to be taken such further
or other
actions as the Surviving Corporation may deem necessary or
desirable in
order to vest or perfect in, or confirm of record or otherwise to,
the
Surviving Corporation title to and possession of all said property,
rights, privileges, powers and franchises and otherwise to carry
out the
purposes of this Agreement and Articles.
4.3 The Surviving Corporation shall pay all the expenses of
carrying
this Agreement and Articles into effect and of accomplishing the
merger.
4.4 For the convenience of the parties and to facilitate the
filing
or recording hereof, any number of counterparts hereof may be
executed,
and each such executed counterpart shall be deemed to be one and
the same
instrument.
IN WITNESS WHEREOF, the directors, or a majority of them, of
each of
the parties hereto have hereunto set their hands and affixed their
seals
and each of the parties hereto has caused this Agreement and
Articles to
be signed in its name and on its behalf by its President and by its
Secretary and its corporate seal to be hereunto affixed and
attested by
its Secretary or one of its Assistant Secretaries.
MONONGAHELA POWER COMPANY
[CORPORATE SEAL]
By D.M. KAMMERT
D.M. Kammert, President
Attest:
JOHN B. SABEL
John B. Sabel, Assistant Secretary
E. C. WITHERS
Erwin C. Withers, Secretary
EARLE S. THOMPSON
[L.S.]
Earle S. Thompson
HAROLD F. BUTLER
[L.S.]
Harold F. Butler
D. M. KAMMERT
[L.S.]
D. M. Kammert
WILLIAM A. LYON
[L.S.]
William A. Lyon
HUGH D. McDOWELL
[L.S.]
Hugh D. McDowell
WILLIAM F. OLIVER
[L.S.]
William F. Oliver
J. LEE RICE, JR.
[L.S.]
J. Lee Rice, Jr.
GEORGE M. SCHURMAN
[L.S.]
George M. Schurman
JOSEPH H. TAGGART
[L.S.]
Joseph H. Taggart
E. H. WALWORTH, JR.
[L.S.]
Edward H. Walworth, Jr.
E. WALLACE WILKINSON
[L.S.]
E. Wallace Wilkinson
Being a majority of the directors
of
MONONGAHELA POWER COMPANY
THE MARIETTA ELECTRIC COMPANY
[CORPORATE SEAL]
By D. M. KAMMERT
D. M. Kammert, President
Attest:
V. L. HOLT
Victor L. Holt, Assistant Secretary
E. C. WITHERS
Erwin C. Withers, Secretary
ARNOLD L. ADAMS
[L.S.]
Arnold L. Adams
JOHN A. FREEMAN
[L.S.]
John A. Freeman
J. DUANE GORMAN
[L.S.]
J. Duane Gorman
D. M. KAMMERT
[L.S.]
D. M. Kammert
PAUL J. SCHEERER
[L.S.]
Paul J. Scheerer
E. C. WITHERS
Erwin C. Withers
Being a majority of the directors
of
THE MARIETTA ELECTRIC COMPANY
THE WEST MARYLAND POWER COMPANY
[CORPORATE SEAL]
By D. M. KAMMERT
D. M. Kammert, President
Attest:
V. L. HOLT
Victor L. Holt, Assistant Secretary
E. C. WITHERS
Erwin C. Withers, Secretary
ARNOLD L. ADAMS
[L.S.]
Arnold L. Adams
JOHN A. FREEMAN
[L.S.]
John A. Freeman
J. DUANE GORMAN
[L.S.]
J. Duane Gorman
D. M. KAMMERT
[L.S.]
D. M. Kammert
PAUL J. SCHEERER
[L.S.]
Paul J. Scheerer
E. C. WITHERS
[L.S.]
Erwin C. Withers
Being a majority of the directors
of
THE WEST MARYLAND POWER COMPANY
STATE OF WEST VIRGINIA
COUNTY OF MARION SS.
I, HENRY ETTA CAIN, a Notary Public of said County, do certify
that
D. M. KAMMERT, the President of MONONGAHELA POWER COMPANY, a
corporation
of the State of West Virginia, who signed the Agreement and
Articles of
Merger above, bearing date the 22nd day of September, 1965, for
said
MONONGAHELA POWER COMPANY, has this day in my said County, before
me,
acknowledged the said Agreement and Articles of Merger to be the
act, deed
and agreement of said corporation.
Given under my hand and notarial seal this 30th day of
November,
1965.
[NOTARIAL SEAL]
HENRY ETTA CAIN
Notary Public
My Commission Expires November 21, 1973
STATE OF WEST VIRGINIA
COUNTY OF MARION SS.
I HEREBY CERTIFY that on November 30, 1965, before me, the
subscriber, a Notary Public of the County of Marion, State of West
Virginia, personally appeared D. M. KAMMERT, President of
MONONGAHELA
POWER COMPANY, a West Virginia corporation, and in the name and on
behalf
of said corporation acknowledged the foregoing Agreement of
Articles of
Merger to be the corporate act of said corporation, and at the same
time
said D. M. KAMMERT made oath in due form of law that he is the
President
of said corporation and that the matters and facts set forth in
said
Agreement and Articles of Merger with respect to authorization and
approval thereof by the Board of Directors and stockholders of said
corporation are true to the best of his knowledge, information and
belief.
WITNESS my hand and notarial seal the day and year last above
written.
[NOTARIAL SEAL]
HENRY ETTA CAIN
Notary Public
My Commission Expires November 21, 1973
STATE OF WEST VIRGINIA
COUNTY OF MARI0N SS.
I, HENRY ETTA CAIN, a Notary Public of said County, do certify
that
D. M. KAMMERT, the President of THE MARIETTA ELECTRIC COMPANY, a
corpor-
ation of the State of Ohio, who signed the Agreement and Articles
of
Merger above, bearing date the 22nd day of September, 1965, for
said THE
MARIETTA ELECTRIC COMPANY, has this day in my said County, before
me,
acknowledged the said Agreement and Articles of Merger to be the
act, deed
and agreement of said corporation.
Given under my hand and notarial seal this 30th day of
November,
1965.
[NOTARIAL SEAL]
HENRY ETTA CAIN
Notary Public
My Commission Expires November 21, 1973
STATE OF WEST VIRGINIA
COUNTY OF MARION SS.
I HEREBY CERTIFY that on November 30, 1965, before me, the
subscriber, a Notary Public of the County of Marion, State of West
Virginia, personally appeared D.M. KAMMERT, President of THE
MARIETTA
ELECTRIC COMPANY, an Ohio corporation, and in the name and on
behalf of
said corporation acknowledged the foregoing Agreement of Articles
of
Merger to be the corporate act of said corporation, and at the same
time
said D. M. KAMMERT made oath in due form of law that he is the
President
of said corporation and that the matters and facts set forth in
said
Agreement and Articles of Merger with respect to authorization and
approval thereof by the Board of Directors and stockholders of said
corporation are true to the best of his knowledge, information and
belief.
WITNESS my hand and notarial seal the day and year last above
written.
[NOTARIAL SEAL]
HENRY ETTA CAIN
Notary Public
My Commission Expires November 21, 1973
STATE OF WEST VIRGINIA
COUNTY OF MARION SS.
I, HENRY ETTA CAIN, a Notary Public of said County, do certify
that
D. M. KAMMERT, the President of THE WEST MARYLAND POWER COMPANY, a
corporation of the State of Maryland, who signed the Agreement and
Articles of Merger above, bearing date the 22nd day of September,
1965,
for said THE WEST MARYLAND POWER COMPANY, has this day in my said
County,
before me, acknowledged the said Agreement and Articles of Merger
to be
the act, deed and agreement of said corporation.
Given under my hand and notarial seal this 30th day of
November,
1965.
[NOTARIAL SEAL]
HENRY ETTA CAIN
Notary Public
My Commission Expires November 21, 1973
STATE OF WEST VIRGINIA
COUNTY OF MARION SS.
I HEREBY CERTIFY that on November 30, 1965, before me, the
subscriber, a Notary Public of the County of Marion, State of West
Virginia, personally appeared D. M. KAMMERT, President of THE WEST
MARYLAND POWER COMPANY, a Maryland corporation, and in the name and
on
behalf of said corporation acknowledged the foregoing Agreement and
Articles of Merger to be the corporate act of said corporation, and
at the
same time said D. M. KAMMERT made oath in due form of law that he
was
Chairman of the meeting of the Board of Directors of said
corporation at
which such Agreement and Articles of Merger was authorized and that
the
matters and facts set forth in said Agreement and Articles of
Merger with
respect to authorization thereof by the Board of Directors and
stockholders of said corporation are true to the best of his
knowledge,
information and belief.
WITNESS my hand and notarial seal the day and year last above
written.
[NOTARIAL SEAL]
HENRY ETTA CAIN
Notary Public
My Commission Expires November 21, 1973
CERTIFICATE OF PRESIDENT AND SECRETARY
OF
MONONGAHELA POWER COMPANY
D. M. Kammert, President, and Erwin C. Withers, Secretary, of
Monongahela Power Company, a West Virginia corporation, do hereby
certify
as President and Secretary of the said corporation that the
Agreement and
Articles of Merger to which this certificate is attached, having
been
first duly approved by resolution of the board of directors of each
of the
corporations, parties to said Agreement and Articles of Merger, was
duly
submitted to the stockholders of said Monongahela Power Company at
a
special meeting of said stockholders, called separately from the
meeting
of the Stockholders of any other corporation, for the purpose of
considering and approving or rejecting said Agreement and Articles
of
Merger and held upon due notice accompanied by a copy of said
Agreement
and Articles given to all stockholders of said corporation whether
or not
entitled to vote, on the 20th day of October, 1965, and that said
Agreement and Articles of Merger was adopted by the votes of
stockholders
of Monongahela Power Company representing two-thirds of the total
number
of shares of its capital stock then issued and outstanding;
whereupon said
Agreement and Articles of Merger was duly adopted as the act of the
said
corporation.
IN WITNESS WHEREOF, D. M. Kammert, President, and Erwin C.
Withers,
Secretary, of said corporation, have hereunto subscribed their
names and
caused the seal of said corporation to be hereunto affixed this
30th day
of November, 1965.
D. M. KAMMERT
D. M. Kammert, President
E. C. WITHERS
Erwin C. Withers, Secretary
(CORPORATE SEAL)
ATTEST:
JOHN B. SABEL
John B. Sabel, Assistant Secretary
CERTIFICATE OF PRESIDENT AND SECRETARY
OF
THE MARIETTA ELECTRIC COMPANY
D. M. Kammert, President, and Erwin C. Withers, Secretary, of
The
Marietta Electric Company, an Ohio corporation, do hereby certify
as
President and Secretary of the said corporation that the Agreement
and
Articles of Merger to which this certificate is attached, having
been
first duly approved by resolution of the Board of directors of each
of the
corporations, parties to said Agreement and Articles of Merger, was
duly
submitted to Monongahela Power Company, a West Virginia
corporation, as
the holder of all of the outstanding capital stock of The Marietta
Electric Company, and that said Agreement and Articles of Merger
was
adopted by the written consent of Monongahela Power Company
pursuant to
Title 17, Chapter 1701, Section 1701.54 of the Revised Code of
Ohio;
whereupon said Agreement and Articles of Merger was duly adopted as
the
act of said corporation.
IN WITNESS WHEREOF, D. M. Kammert, President, and Erwin C.
Withers,
Secretary, have hereunto subscribed their names and caused the seal
of
said corporation to be hereunto affixed this 30th day of November,
1965.
D. M. KAMMERT
D. M. Kammert, President
E. C. WITHERS
Erwin C. Withers, Secretary
(CORPORATE SEAL)
ATTEST:
V. L. HOLT
Victor L. Holt, Assistant Secretary
CERTIFICATE OF PRESIDENT AND SECRETARY
OF
THE WEST MARYLAND POWER COMPANY
D. M. Kammert, President, and Erwin C. Withers, Secretary, of
The
West Maryland Power Company, a Maryland corporation, do hereby
certify as
President and Secretary of the said corporation that the Agreement
and
Articles of Merger to which this certificate is attached, having
been
first duly approved by resolution of the board of directors of each
of the
corporations, parties to said Agreement and Articles of Merger, was
duly
submitted to Monongahela Power Company, a West Virginia
corporation, as
the holder of all of the outstanding capital stock of The West
Maryland
Power Company, and that said Agreement and Articles of Merger was
adopted
by the written consent of Monongahela Power Company pursuant to
Article 23, Section 58 of the General Corporation Law of the State
of
Maryland; whereupon said Agreement and Articles of Merger was duly
adopted
as the act of said corporation.
IN WITNESS WHEREOF, D. M. Kammert, President, and Erwin C.
Withers,
Secretary, have hereunto subscribed their names and caused the seal
of
said corporation to be hereunto affixed this 30th day of November,
1965.
D. M. KAMMERT
D. M. Kammert, President
E. C. WITHERS
Erwin C. Withers, Secretary
(CORPORATE SEAL)
ATTEST:
V. L. HOLT
Victor L. Holt, Assistant Secretary
CERTIFICATE OF MERGER
OF
MONONGAHELA POWER COMPANY
AND
THE WEST MARYLAND POWER COMPANY
INTO
THE MARIETTA ELECTRIC COMPANY
The undersigned, D. M. Kammert and Erwin C. Withers, being,
respec-
tively, the President and the Secretary of Monongahela Power
Company, a
West Virginia corporation, The Marietta Electric Company, an Ohio
corpor-
ation, and The West Maryland Power Company, a Maryland corporation,
DO
HEREBY CERTIFY that the following was the manner of adoption by
each of
said corporations of the Agreement and Articles of Merger to which
this
certificate is attached:
Said Agreement was first duly approved by resolution of the
Board of
Directors of each of said corporations.
Said Agreement was duly submitted to the stockholders of
Monongahela
Power Company at a special meeting and was adopted by the votes of
stockholders of Monongahela Power Company representing two-thirds
of the
total number of shares of its capital stock then issued and
outstanding.
Said Agreement and Articles was duly submitted to Monongahela Power
Company as the holder of all of the outstanding capital stock of
The
Marietta Electric Company and all of the outstanding capital stock
of The
West Maryland Power Company and was adopted by the written consent
of said
Monongahela Power Company.
WITNESS our hands this 30th day of November, 1965.
D. M. KAMMERT
D. M. Kammert, President of
MONONGAHELA POWER COMPANY
E. C. WITHERS
Erwin C. Withers, Secretary of
MONONGAHELA POWER COMPANY
D. M. KAMMERT
D. M. Kammert, President of
THE MARIETTA ELECTRIC COMPANY
E. C. WITHERS
Erwin C. Withers, Secretary of
THE MARIETTA ELECTRIC COMPANY
D. M. KAMMERT
D. M. Kammert, President of
THE WEST MARYLAND POWER COMPANY
E. C. WITHERS
Erwin C. Withers, Secretary of
THE WEST MARYLAND POWER COMPANY
CERTIFICATE OF AMENDMENT
to the Charter of
MONONGAHELA POWER COMPANY
D. M. Kammert, President, and Paul G. Spiker, Assistant
Secretary of
Monongahela Power Company, an Ohio corporation (the "Corporation"),
do
hereby certify that a meeting of the shareholders of the
Corporation
entitled to vote on the proposal to amend Section 1.5 of the
Charter of
the Corporation, as contained in the following resolution, was duly
called
and held on April 18, 1966, at which meeting a quorum of such
shareholders
and each class and series thereof was present in person or by
proxy, and
that by the affirmative vote of the holders of shares entitling
them to
exercise two-thirds of the voting power of the Corporation on such
proposal and in addition thereto by the affirmative vote of the
holders of
two-thirds of each class and series of shares entitled to vote
thereon the
following resolution was adopted to amend the Charter:
Resolved, that Section 1.5 of the Charter of the Corporation
shall be
amended in its entirety to read as follows:
"1.5 The authorized number and the par value per share of
shares with
par value and the authorized number of shares without par value of
the
Corporation, the express terms of the shares, the designation of
each
class, the authorized number and par value per share of the shares
of each
class, and the express terms of the shares of each class are as
follows:
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 800 000, of which 190
000
shares of the par value of $100 each shall be Cumulative Preferred
Stock,
issuable in series as hereinafter provided, and 610 000 shares of
the par
value of $50 each shall be Common Stock. The authorized number of
shares
without par value of the Corporation is none.
The following is a statement of the designations and the
powers,
preferences and rights of each class of stock of the Corporation,
and the
qualifications, limitations or restrictions thereof, together with
an
express grant of authority to the Board of Directors to fix by
resolution
or resolutions certain thereof with respect to shares of the
several
series of the Cumulative Preferred Stock:
(1) The Cumulative Preferred Stock may be issued from time
to time
in one or more series, with such distinctive serial designations as
may be
stated or expressed in this Section 1.5 or in a resolution or
resolutions
providing for the issue of such stock adopted from time to time by
the
Board of Directors; and, in such resolution or resolutions
providing for
the issue of shares of each particular series, the Board of
Directors is
also expressly vested with authority to fix the following
provisions of
the shares of such series:
(a) The designation of such series and the number of
shares
which shall constitute such series, which number may be
increased or
decreased (but not below the number of shares thereof then
outstanding) from time to time by like action of the Board of
Directors;
(b) The annual rate of dividends payable on shares of
such
series and the date from which dividends on all shares of such
series
issued prior to the record date for the first dividend on
shares of
such series shall be cumulative;
(c) The redemption price or prices for shares of such
series;
(d) The amount payable on shares of such series in the
event of
any liquidation, dissolution or winding up of the affairs of
the
Corporation, which amount may differ in the case of a
voluntary or
involuntary liquidation, dissolution or winding up of the
affairs of
the Corporation;
(e) The rights, if any, of the holders of shares of
such series
to convert such shares into shares of stock of the Corporation
of any
class or of any series of any class and the terms and
conditions of
such conversion; and
(f) Any other powers, preferences and rights, and
qualifications, limitations or restrictions thereof, of shares
of
such series;
so far as not inconsistent with the provisions of this Section 1.5
applicable to all series of Cumulative Preferred Stock, and to the
full
extent now or hereafter permitted by the laws of the State of Ohio.
All
shares of Cumulative Preferred Stock shall be of equal rank and
shall be
identical, except in respect of the particulars that are fixed as
hereinabove in this subsection provided; and all shares of each
series
shall be identical in all respect except as to the dates from which
dividends thereon shall be cumulative.
90 000 shares of the Cumulative Preferred Stock shall be a
series of
said Cumulative Preferred Stock designated as the 4.40% Cumulative
Preferred Stock; 40 000 shares of the Cumulative Preferred Stock
shall be
a series of the Cumulative Preferred Stock designated as the 4.80%
Cumulative Preferred Stock, Series B; and 60 000 shares of the
Cumulative
Preferred Stock shall be a series of the Cumulative Preferred Stock
designated as the 4.50% Cumulative Preferred Stock, Series C.
(2) The following is a statement of the powers, preferences
and
rights of the 4.40% Cumulative Preferred Stock to the extent not
set forth
elsewhere herein:
(a) The annual rate of dividends payable on shares of
such
series shall be four and forty hundredths per cent. (4.40%)
per annum
of the par value thereof, and the date from which dividends
shall be
cumulative on all shares of such series, issued prior to the
record
date for the first dividend on shares of such series, shall be
November 1, 1965;
(b) The redemption price for shares of such series
shall be
106-1/2% of the par value thereof;
(c) The amount payable on shares of such series in the
event of
any voluntary liquidation, dissolution or winding up of the
affairs
of the Corporation shall be $106.50 per share, and the amount
payable
upon any involuntary liquidation, dissolution or winding up of
the
affairs of the Corporation shall be the par value thereof;
(d) The holders of shares of such series shall not have
the
right to convert such shares into shares of the stock of the
Corporation of any class or of any series of any class; and
(e) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the Charter
of the
Corporation.
(3) The following is a statement of the powers, preferences
and
rights of the 4.80% Cumulative Preferred Stock, Series B, to the
extent
not set forth elsewhere herein:
(a) The annual rate of dividends payable on shares of
such
series shall be four and eighty hundredths per cent. (4.80%)
per
annum of the par value thereof, and the date from which
dividends
shall be cumulative on all shares of such series, issued prior
to the
record date for the first dividend on shares of such series
shall be
November 1, 1965;
(b) The redemption price for shares of such series
shall be
105.25% of the par value thereof;
(c) The amount payable on shares of such series in the
event of
any voluntary liquidation, dissolution or winding up of the
affairs
of the Corporation shall be $105.25 per share, and the amount
payable
upon any involuntary liquidation, dissolution or winding up of
the
affairs of the Corporation shall be the par value thereof;
(d) The holders of shares of such series shall not have
the
right to convert such shares into shares of the stock of the
Corporation of any class or of any series of any class; and
(e) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the Charter
of the
Corporation.
(4) The following is a statement of the powers, preferences
and
rights of the 4.50% Cumulative Preferred Stock, Series C, to the
extent
not set forth elsewhere herein:
(a) The annual rate of dividends payable on shares of
such
series shall be four and fifty hundredths per cent. (4.50%)
per annum
of the par value thereof, and the date from which dividends
shall be
cumulative on all shares of such series, issued prior to the
record
date for the first dividend on shares of such series shall be
November 1, 1965;
(b) The redemption price for shares of such series
shall be
103.50% of the par value thereof;
(c) The amount payable on shares of such series in the
event
of any voluntary liquidation, dissolution or winding up of the
affairs of the Corporation shall be $103.50 per share, and the
amount
payable on shares of such series in the event of any
involuntary
liquidation, dissolution or winding up of the affairs of the
Corporation shall be the par value thereof;
(d) The holders of shares of such series shall not have
the
right to convert such shares into shares of the stock of the
Corporation of any class or of any series of any class; and
(e) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the Charter
of the
Corporation.
(5) The holders of the Cumulative Preferred Stock of each
series, in
preference to the holders of any class of stock ranking junior to
the
Cumulative Preferred Stock, shall be entitled to receive, as and
when
declared by the Board of Directors out of any funds legally
available
therefor, cash dividends, at the rate for such series fixed in
accordance
with the provisions of subdivisions (1), (2), (3) and (4) of this
Section
1.5, and no more, payable quarterly on the first days of February,
May,
August and November, respectively, in each year, with respect to
the
quarterly period ending on the day preceding each such respective
payment
date. Such dividends shall be paid to shareholders of record on
the
respective dates, not exceeding twenty days prior to such payment
dates,
fixed by the Board of Directors for such purpose. Such dividends
shall be
cumulative, in the case of shares of each particular series:
(a) if issued prior to the record date for the first
dividend
on shares of such series, then from the date fixed for the
purpose as
provided in subdivisions (1), (2), (3) and (4) of this Section
1.5;
(b) if issued during the period commencing immediately
after
the record date for a dividend on shares of such series and
terminating at the close of the payment date for such
dividend, then
from such dividend payment date; and
(c) otherwise from the quarterly dividend payment date
next
preceding the date of issue of such shares.
No dividend shall be paid upon, or declared or set apart for, any
share of
Cumulative Preferred Stock for any quarterly dividend period unless
at the
same time a like proportionate dividend for the same quarterly
dividend
period, ratably in proportion to the respective annual dividend
rates
fixed therefor, shall be paid upon, or declared and set apart for,
all
shares of Cumulative Preferred Stock of all series then issued and
outstanding and entitled to receive such dividend.
(6) So long as any shares of Cumulative Preferred Stock
shall be
outstanding, the Corporation shall not declare any dividends or
make any
distributions in respect of outstanding shares of any stock (in
this
subdivision (6) called "junior stock") of the Corporation ranking
junior
to the Cumulative Preferred Stock as to dividends or assets, other
than
dividends in shares of junior stock, or purchase or otherwise
acquire for
value any outstanding shares of junior stock (each such dividend,
distribution, purchase or acquisition being in this subdivision (6)
called
a "dividend") in contravention of the following:
(a) If and so long as the junior stock equity at the
end of the
calendar month immediately preceding the date on which a
dividend on
the junior stock is declared is, or as a result of such
dividend
would become, less than twenty per cent. (20%) of total
consolidated
capitalization, the Corporation shall not declare such
dividends in
an amount which, together with all other dividends on the
junior
stock paid within the year ending with and including the date
on
which such dividend is payable, exceeds fifty per cent. (50%)
of the
consolidated net income of the Corporation and its
subsidiaries
available for dividends on the junior stock for the twelve
full
calendar months immediately preceding the calendar month in
which
such dividends are declared, except in an amount not exceeding
the
aggregate of dividends on the junior stock which under the
restriction set forth above in this paragraph (a) could have
been,
and have not been, declared; and
(b) If and so long as the junior stock equity at the
end of the
calendar month immediately preceding the date on which a
dividend on
the junior stock is declared is, or as a result of such
dividend
would become, less than twenty-five per cent. (25%) but not
less than
twenty per cent. (20%) of total consolidated capitalization,
the
Corporation shall not declare dividends on the junior stock in
an
amount which, together with all other dividends on the junior
stock
paid within the year ending with and including the date on
which such
dividend is payable, exceeds seventy five per cent. (75%) of
the
consolidated net income of the Corporation and its
subsidiaries
available for dividends on the junior stock for the twelve
full
calendar months immediately preceding the calendar month in
which
such dividends are declared, except in an amount not exceeding
the
aggregate of dividends on junior stock which under the
restrictions
set forth in paragraph (a) of this subdivision (6) and in this
paragraph (b) could have been, and have not been, declared.
For the purposes of this subdivision (6) "junior stock equity"
shall
mean the aggregate of the par value of, or stated capital
represented by,
the outstanding shares of junior stock, all earned surplus, capital
or
paid-in surplus and any premiums on the junior stock then carried
on the
books of the Corporation and its consolidated subsidiaries less (i)
the
excess, if any, of the aggregate amount payable on involuntary
liquidation
of the Corporation upon all outstanding shares of Cumulative
Preferred
Stock over the sum of (x) the aggregate par value of the shares of
Cumulative Preferred Stock and (y) any premiums thereon; (ii) any
amounts
on the books of the Corporation and its consolidated subsidiaries
known,
or estimated, if not known, to represent the excess, if any, of
recorded
value over original cost of used or useful utility plant; and (iii)
any
intangible items set forth on the asset side of the consolidated
balance
sheet of the Corporation and its subsidiaries in accordance with
generally
accepted accounting principles, such as unamortized debt discount
and
expense; provided, however, that no deduction shall be required to
be made
in respect of items referred to in clauses (ii) and (iii) of this
paragraph in cases in which such items are being amortized or are
provided
for, or are being provided for, by reserves.
For the purposes of this subdivision (6) "total consolidated
capitalization" shall mean the aggregate of (i) the principal
amount of
all outstanding indebtedness of the Corporation and its
consolidated
subsidiaries maturing more than twelve months after the date of
issue
thereof; and (ii) the par value of, or stated capital represented
by, and
any premiums carried on the books of the Corporation and its
consolidated
subsidiaries in respect of, the outstanding shares (except any
eliminated
in consolidation) of all classes of the capital stock of the
Corporation
and its consolidated subsidiaries, earned surplus and capital or
paid-in
surplus, less any amounts required to be deducted pursuant to
clauses (ii)
and (iii) of the immediately preceding paragraph of this
subdivision (6)
in the determination of junior stock equity.
Subject to the foregoing and to any further limitations
prescribed in
accordance with the provisions of subdivisions (1), (2), (3), (4),
and
(11) of this Section 1.5, the Board of Directors may declare, out
of any
funds legally available therefor, dividends upon the then
outstanding
shares of any class of stock ranking junior to the Cumulative
Preferred
Stock, and no holders of shares of Cumulative Preferred Stock of
any
series shall be entitled to share therein.
(7) In the event of any liquidation, dissolution or winding
up of
the affairs of the Corporation, then, before any distribution or
payment
shall be made to the holders of any class of stock ranking junior
to the
Cumulative Preferred Stock, the holders of the Cumulative Preferred
Stock
shall be entitled to be paid in full the respective amounts fixed
in
accordance with the provisions of subdivisions (1), (2), (3) and
(4) of
this Section 1.5, together with an amount, in the case of each
share,
computed at the annual dividend rate for the series of which the
particular share is a part, from the date on which dividends on
such share
became cumulative to and including the date fixed for such
distribution or
payment, less the aggregate amount of all dividends theretofore
paid
thereon.
If such payment shall have been made in full to the holders of the
Cumulative Preferred Stock, the remaining assets and funds of the
Corporation shall be distributed among the holders of the classes
of stock
ranking junior to the Cumulative Preferred Stock, according to
their
respective rights and preferences and in each case according to
their
respective shares. If, upon any liquidation, dissolution or
winding up of
the affairs of the Corporation, the amounts so payable are not paid
in
full to the holders of all outstanding shares of Cumulative
Preferred
Stock, the holders of all series of Cumulative Preferred Stock
shall share
ratably in any distribution of assets in proportion to the full
amounts to
which they would otherwise be respectively entitled. Neither the
consolidation or merger of the Corporation nor the sale or transfer
of all
or a part of its assets shall be deemed a liquidation, dissolution
or
winding up of the affairs of the Corporation within the meaning of
the
foregoing provisions of this subdivision (7).
(8) The Cumulative Preferred Stock of any series may be
redeemed, as
a whole or in part, at the option of the Corporation, by vote of
the Board
of Directors, at any time or from time to time, at the applicable
redemption price for such series fixed in accordance with the
provisions
of subdivisions (1), (2), (3) and (4) of this Section 1.5, together
with
an amount (hereinafter referred to as accrued dividends to the
redemption
date), in the case of each share, computed at the annual dividend
rate for
the series of which the particular share is a part, from the date
on which
dividends on such share became cumulative to and including the date
of
redemption, less the aggregate amount of all dividends theretofore
paid
thereon. If less than all the outstanding shares of Cumulative
Preferred
Stock of any series are to be redeemed, the shares to be redeemed
shall be
determined by lot in such manner as the Board of Directors may
prescribe.
Unless all dividends on the Cumulative Preferred Stock of all
series for
all past quarterly dividend periods shall have been paid or
declared and
a sum sufficient for the payment thereof set apart, the Corporation
shall
not acquire any shares of Cumulative Preferred Stock (except by
redemption
of all outstanding shares of Cumulative Preferred Stock) without
obtaining
approval under the Public Utility Holding Company Act of 1935 for
such
acquisition.
Notice of every redemption of Cumulative Preferred Stock shall
be
mailed, addressed to the holders of record of the shares to be
redeemed at
their respective addresses as they shall appear on the stock books
of the
Corporation (but no failure to mail such notice or any defect
therein or
in the mailing thereof shall affect the validity of the proceedings
for
such redemption), and notice shall also be published at least once
in one
daily newspaper printed in the English language and published and
of
general circulation in the Borough of Manhattan, The City of New
York, the
first publication and such mailing to be at least thirty days and
not more
than sixty days prior to the date fixed for redemption.
If notice of redemption shall have been duly published and if,
on or
before the redemption date specified in the notice, all funds
necessary
for the redemption shall have been deposited in trust with a bank
or trust
company of the character described in the following paragraph and
designated in the notice of redemption, for the pro rata benefit of
the
holders of the shares so called for redemption, so as to be and
continue
to be available therefor, then, from and after the date of
redemption so
designated, notwithstanding that any certificate for shares of
Cumulative
Preferred Stock so called for redemption shall not have been
surrendered
for cancellation, the shares represented thereby shall no longer be
deemed
outstanding, the dividends thereon shall cease to accumulate, and
all
rights with respect to the shares of Cumulative Preferred Stock so
called
for redemption shall forthwith on the redemption date cease and
terminate,
except only the right of the holders thereof to receive the
redemption
price of the shares so redeemed, including accrued dividends to the
redemption date, but without interest.
The Corporation may also, at any time prior to the redemption
date
specified in the notice of redemption, deposit in trust, for the
account
of the holders of the Cumulative Preferred Stock to be redeemed,
with a
bank or trust company in good standing, organized under the laws of
the
United States of America or of the State of New York, doing
business in
the Borough of Manhattan, The City of New York, having capital,
surplus
and undivided profits aggregating at least Two Million dollars
($2 000 000), designated in the notice of redemption, all funds
necessary
for the redemption, and deliver irrevocable written instructions
authorizing such bank or trust company, on behalf and at the
expense of
the Corporation, to cause notice of redemption to be duly mailed
and
publication of notice to be made as herein provided promptly upon
receipt
of such irrevocable instructions. Thereupon, notwithstanding that
any
certificate for shares of Cumulative Preferred Stock so called for
redemption shall not have been surrendered for cancellation, all
shares of
Cumulative Preferred Stock with respect to which the deposit shall
have
been made shall no longer be deemed to be outstanding, and all
rights with
respect to such shares of Cumulative Preferred Stock shall
forthwith, upon
such deposit in trust accompanied by irrevocable instructions as
provided
above, cease and terminate except only the right of the holders
thereof to
receive from such bank or trust company, at any time after the time
of the
deposit, the redemption price, including accrued dividends to the
redemption date, but without interest, of the shares so to be
redeemed,
and the right to exercise, on or before the date fixed for
redemption,
privileges of conversion or exchange, if any, not theretofore
expiring.
Any moneys deposited by the Corporation pursuant to this
subdivision
(8) which shall not be required for the redemption because of the
exercise
of any such right of conversion or exchange subsequent to the date
of the
deposit shall be repaid to the Corporation forthwith. Any other
moneys
deposited by the Corporation pursuant to this subdivision (8) and
unclaimed at the end of six years from the date fixed for
redemption shall
be repaid to the Corporation upon its request expressed in a
resolution of
its Board of Directors, after which repayment the holders of the
shares so
called for redemption shall look only to the Corporation for the
payment
thereof.
(9) Except as may be mandatorily required by law regardless
of
limitations contained in the Charter, at all meetings of the
shareholders,
every registered holder of Common Stock shall be entitled to vote
and
shall have one vote for each share standing in his name on the
books of
the Corporation on any record date fixed for such purpose or, if no
such
date be fixed, on the date of such meeting, and the holders of
Cumulative
Preferred Stock shall have no right to vote except as provided
hereinafter
in this Section 1.5 or in accordance with subdivision (1) of this
Section
1.5. Each present and future shareholder of the Corporation by
becoming
such thereby waives, to the full extent permitted by law, any right
to
vote for the election of Directors other than as provided in this
subdivision (9).
If, at any time, dividends on any of the outstanding shares of
Cumulative Preferred Stock shall be in default in an amount
equivalent to
four or more full quarterly dividends, the Cumulative Preferred
Stock,
voting separately as a class, shall be entitled to elect the
smallest
number of Directors necessary to constitute a majority of the full
Board,
which right may be exercised until all arrears in payment of
quarterly
dividends on the Cumulative Preferred Stock shall have been paid,
or
deposited in trust for payment on or before the next succeeding
dividend
payment date. When all such arrears have been so paid or deposited
in
trust (and such arrears shall be so paid or deposited in trust as
soon as
lawful and reasonably practicable out of any assets of the
Corporation
available therefor), the Cumulative Preferred Stock shall be
divested of
such voting power, but subject always to the same provisions for
the
vesting of such voting power in the Cumulative Preferred Stock in
the case
of any future such default or defaults. So long as the Cumulative
Preferred Stock shall have the right so to elect a majority of the
Directors, the holders of the Common Stock, voting separately as a
class,
shall be entitled to vote for and elect the remaining Directors,
and their
right to vote for Directors shall be limited accordingly.
The foregoing right of the Cumulative Preferred Stock to elect
a
majority of the Directors of the Corporation may be exercised at
any
annual meeting of shareholders or, within the limitations
hereinafter
provided, at a special meeting, of shareholders held for such
purpose. If
the date upon which such right of the holders of the Cumulative
Preferred
Stock shall become vested shall be less than forty-five days or
more than
ninety days preceding the date of the next ensuing annual meeting
of
shareholders as fixed by the Code of Regulations of the
Corporation, the
President of the Corporation shall call a special meeting of the
holders
of the Cumulative Preferred Stock and Common Stock to be held not
less
than forty-five days and not more than ninety days after the date
upon
which such right of the holders of the Cumulative Preferred Stock
shall
have become vested for the purpose of electing a new Board of
Directors,
of which a majority shall be elected by a vote of the Cumulative
Preferred
Stock and the remainder shall be elected by a vote of the Common
Stock, to
serve until the next annual meeting or until their successors shall
be
elected and shall qualify. Notice of such meeting shall be mailed
to each
shareholder not less than ten days prior to the date of such
meeting. The
term of office of all Directors of the Corporation shall terminate
at the
time of any such meeting held for the purpose of electing a new
Board of
Directors, notwithstanding that the term for which such Directors
had been
elected shall not then have expired. In the event that at any
meeting at
which holders of the Cumulative Preferred Stock shall be entitled
to elect
a majority of the Board of Directors, a quorum of the holders of
such
stock shall not be present in person or by proxy, the holders of
the
Common Stock, if a quorum thereof be present, may temporarily elect
the
Directors whom the holders of the Cumulative Preferred Stock are
entitled
but fail to elect, such Directors to be designated as having been
so
elected and their term of office to expire at such time thereafter
as
their successors shall be elected by the holders of the Cumulative
Preferred Stock as herein provided.
Whenever the Cumulative Preferred Stock shall be entitled to
elect a
majority of the Board of Directors, any holder of such stock shall
have
the right, during regular business hours, in person or by a duly
authorized representative, to examine and to make transcripts of
the stock
records of the Corporation for the Cumulative Preferred Stock for
the
purpose of communicating with other holders of such stock with
respect to
the exercise of such right of election.
Whenever the Cumulative Preferred Stock shall be divested of
such
voting power, the President of the Corporation shall, within ten
days
after delivery to the Corporation at its principal office of a
request to
such effect signed by any bolder of Common Stock, call a special
meeting
of the holders of the Common Stock to be held within forty days
after the
delivery of such request for the purpose of electing a new Board of
Directors to serve until the next annual meeting or until their
respective
successors shall be elected and shall qualify. If, at any such
special
meeting, any Director shall not be re-elected, his term of office
shall
terminate upon the election and qualification of his successor,
not-
withstanding that the term for which such Director was originally
elected
shall not then have expired.
At any annual or special meeting of shareholders held for the
purpose
of electing Directors when the holders of the Cumulative Preferred
Stock
shall be entitled to elect a majority of the Board of Directors,
the
presence in person or by proxy of the holders of thirty-five per
cent
(35%) of the outstanding shares of the Cumulative Preferred Stock
shall be
required to constitute a quorum for the election by such class of
a
majority of the Board of Directors, and the presence in person or
by proxy
of the holders of a majority of the outstanding shares of Common
Stock
shall be required to constitute a quorum for the election by such
class of
the remaining Directors or for the election temporarily by such
class of
a majority of the Board of Directors as herein provided; provided,
how-
ever, that the majority of the holders of either such class of
stock who
are present in person or by proxy shall have power to adjourn such
meeting
for the election of Directors by such class from time to time
without
notice other than announcement at the meeting. No delay or failure
by the
holders of either such class of stock to elect the members of the
Board of
Directors which such holders are entitled to elect shall invalidate
the
election of the remaining members of the Board of Directors by the
holders
of the other such class of stock. At any such election of
Directors by
the holders of shares of Cumulative Preferred Stock, each such
holder
shall have one vote for each share of such stock standing in his
name on
the books of the Corporation on any record date fixed for such
purpose or,
if no such date be fixed, on the date on which the election is
held.
If, during any interval between annual meetings of
shareholders for
the election of Directors and while the Cumulative Preferred Stock
shall
be entitled to elect a majority of the Directors, the number of
Directors
in office who have been elected by the holders of the Cumulative
Preferred
Stock or Common Stock, as the case may be, shall, by reason of
resignation, death or removal, be less than the total number of
Directors
subject to election by the holders of shares of such class, (a) the
vacancy or vacancies shall, if permitted by law, be filled by a
majority
vote of the remaining Directors then in office who were elected by
such
class or succeeded to a Director so elected, although such majority
be
less than a quorum, and (b) if not so filled within forty days
after the
creation thereof, the President of the Corporation shall call a
special
meeting of the holders of shares of such class and such vacancy or
vacancies shall be filled at such special meeting.
All, but not less than all, of the Directors elected by any
class of
stock may be removed from office by vote of the holders of a
majority of
the shares of the class of stock by which their successors would be
elected. A special meeting of the holders of shares of such class
may be
called by a majority vote of the Board of Directors for the purpose
of
removing Directors in accordance with the provisions of this
paragraph.
The President of the Corporation shall, in any event, within ten
days
after delivery to the Corporation at its principal office of a
request to
such effect signed by the holders of at least five per cent. (5%)
of the
outstanding shares of such class, call a special meeting for such
purpose
to be held within forty days after the delivery of such request.
Except as may be mandatorily required by law regardless of
limitations contained in the charter, holders of Cumulative
Preferred
Stock shall not be entitled to receive notice of any meeting of
share-
holders at which they are not entitled to vote or consent.
In all elections of Directors each shareholder shall have the
right
to cast one vote for each share of stock owned by him and entitled
to a
vote and he may cast the same in person or by proxy for as many
persons as
there are Directors to be elected by the class of stock held by
him, or he
may cumulate such votes and give one candidate as many votes as the
number
of Directors to be elected by the class of stock held by him
multiplied by
the number of his shares of stock shall equal, or he may distribute
them
on the same principle among as many candidates and in such manner
as he
shall desire.
(10) So long as any shares of Cumulative Preferred Stock are
outstanding, the consent of the holders of at least two-thirds of
the
Cumulative Preferred Stock at the time outstanding, given in person
or by
proxy, either in writing or by vote at any meeting called for the
purpose,
shall be necessary for effecting or validating any one or more of
the
following:
(a) Any amendment, alteration or repeal of any of the
provisions of the charter, which affects adversely the powers,
preferences or rights of the holders of the Cumulative
Preferred
Stock; provided, however, that if such amendment, alteration
or
repeal affects adversely the powers, preferences or rights of
one or
more but not all series of Cumulative Preferred Stock at the
time
outstanding, only the consent of the holders of at least
two-thirds
of each series so affected shall be required; and provided,
further,
that the amendment of the provisions of the Charter so as to
increase
or decrease the authorized amount of the Cumulative Preferred
Stock
or so as to authorize or create, or so as to increase or
decrease the
authorized amount of, any new class of stock ranking on a
parity as
to dividends or assets with or any class of stock ranking
junior to
the Cumulative Preferred Stock or any security convertible
into any
such stock or into Cumulative Preferred Stock shall not be
deemed to
affect adversely the powers, preferences or rights of the
holders of
the Cumulative Preferred Stock or any series thereof, and the
right
is hereby reserved to make any such amendment upon the vote
prescribed in subdivision (12) and the vote, if any, required
by
paragraph (b) subdivision (11) of this Section 1.5.; or
(b) The authorization or creation, or the increase in
the
authorized amount, of any stock of any class, ranking prior as
to
dividends or assets to the Cumulative Preferred Stock or the
issue of
any shares of any such prior ranking stock more than twelve
months
after the date as of which the Corporation was empowered to
create or
authorize such prior ranking stock; provided, however, that no
such
consent of the holders of the Cumulative Preferred Stock shall
be
required if, at or prior to the time when such amendment,
alteration
or repeal is to take effect, or when the issuance of any such
prior
stock or convertible security is to be made, as the case may
be,
provision is made for the redemption of all shares of
Cumulative
Preferred Stock at the time outstanding or, in the case of any
such
amendment, alteration or appeal as to which the consent of
less than
all series of the Cumulative Preferred Stock would otherwise
be
required, for the redemption of all shares of the series of
Cumulative Preferred Stock the consent of which would
otherwise be
required.
(11) So long as any shares of Cumulative Preferred Stock are
outstanding, the consent of the holders of at least a majority of
the
Cumulative Preferred Stock at the time outstanding, given in person
or by
proxy, either in writing or by vote at any meeting called for the
purpose,
shall be necessary for effecting or validating any one or more of
the
following:
(a) The issue of any unsecured notes, debentures or
other
securities representing unsecured indebtedness, or the
assumption of
any such unsecured securities, for a purpose other than the
refunding
or renewing of outstanding unsecured securities theretofore
issued or
assumed by the Corporation resulting in equal or longer
maturities or
the redemption or other retirement of all outstanding shares
of
Cumulative Preferred Stock, if, immediately after such
issuance or
assumption, (i) the total principal amount of all unsecured
notes,
debentures or other securities representing unsecured
indebtedness
issued or assumed by the Corporation and then outstanding
would
thereby exceed twenty per cent. (20%) of the aggregate of (x)
the
total principal amount of all bonds or other securities
representing
secured indebtedness issued or assumed by the Corporation and
then
outstanding and (y) the capital stock, premiums thereon and
surplus
of the Corporation as then stated on the books of account of
the
Corporation, or (ii) the total principal amount of all
unsecured
notes, debentures or other securities representing unsecured
indebtedness issued or assumed by the Corporation and then
outstanding having maturities of less than ten years would
thereby
exceed ten per cent. (10%) of such aggregate. Payment due
upon the
maturity of unsecured debt having an original single maturity
in
excess of ten years or the payment due upon the final maturity
of any
unsecured serial debt which had original maturities in excess
of ten
years shall not be regarded for purposes of clause (ii) of
this Para-
graph (a) as unsecured debt of a maturity of less than ten
years
until such payment is required to be made within three years;
(b) The authorization or creation, or the increase in
the
authorized amount, of any new class of stock ranking on a
parity with
the Cumulative Preferred Stock or of any security convertible
into
Cumulative Preferred Stock or into stock of any class ranking
on a
parity with the Cumulative Preferred Stock, and the right is
hereby
reserved to make any amendment of the charter required in
connection
therewith upon the vote prescribed in subdivision (12) of this
Section 1.5 and the vote prescribed in this subdivision (11);
(c) The issue of any additional shares or the reissue
of any
reacquired shares of Cumulative Preferred Stock or any shares
of
stock of any class ranking on a parity as to dividends or
assets with
the Cumulative Preferred Stock for any purpose other than to
refinance an equal par amount or stated value of Cumulative
Preferred
Stock or of any class of outstanding stock ranking on a parity
as to
dividends or assets with the Cumulative Preferred Stock,
unless the
consolidated gross income of the Corporation and its
subsidiaries
(after all taxes including taxes based on income) for twelve
consecutive calendar months within a period of fifteen
calendar
months immediately preceding the calendar month of such
issuance is
equal to at least one and one-half times the aggregate of the
annual
interest charges on indebtedness of the Corporation and its
consolidated subsidiaries (excluding interest charges on
indebtedness
to be retired by the application of the proceeds from the
issuance of
such shares) and the annual dividend requirements on all
preferred
stock (including dividend requirements on any class of stock
ranking
prior to or on a parity with the shares to be issued, as to
dividends
or assets), which will be outstanding immediately after the
issuance
of such shares. If, during the period as of which gross
income is to
be determined for the purpose set forth in this paragraph (c),
the
amount, if any, required to be expended by the Corporation and
its
consolidated subsidiaries for property additions pursuant to
a
renewal and replacement fund or similar fund established under
any
then existing general indenture or mortgage or deed of trust
of the
Corporation shall exceed the amount deducted in the
determination of
such gross income on account of depreciation and amortization
of
electric plant acquisition adjustments, such excess shall also
be
deducted in determining such gross income;
(d) The issue of any additional shares or the reissue
of any
reacquired shares of Cumulative Preferred Stock or of any
shares of
stock of any class ranking on a parity with the Cumulative
Preferred
Stock, as to dividends or assets for any purpose other than to
refinance an equal par amount or stated value of Cumulative
Preferred
Stock or of any class of outstanding stock ranking on a parity
as to
dividends or assets with the Cumulative Preferred Stock unless
the
aggregate of the capital of the Corporation applicable to all
stock
of any class ranking junior to the Cumulative Preferred Stock,
plus
the consolidated surplus of the Corporation and its
subsidiaries,
shall be not less than the aggregate amount payable upon
involuntary
liquidation, dissolution or winding up of the affairs of the
Corporation to the holders of all shares of the Cumulative
Preferred
Stock and of any shares of stock of any class ranking prior
thereto
or on a parity as to dividends and assets with the Cumulative
Preferred Stock to be outstanding immediately after such
proposed
issue, excluding from such computation all indebtedness and
stock to
be retired through such proposed issue. If for the purposes
of
meeting the foregoing requirement, it shall have been
necessary to
take into consideration any of the consolidated earned surplus
of the
Corporation and its subsidiaries, the Corporation shall not
thereafter pay any dividends on or make any distributions in
respect
of, or purchase or otherwise acquire for value, shares of
stock of
the Corporation of any class ranking junior to the Cumulative
Preferred Stock which would result in reducing the junior
stock
equity (as defined in subdivision (6) of this Section 1.5) to
an
amount less than the amount payable on involuntary liquidation
of the
Corporation with respect to all shares of the Cumulative
Preferred
Stock and all shares ranking prior to or on a parity with the
Cumulative Preferred Stock as to dividends or assets, at the
time
outstanding; or
(e) The sale or other disposition of all or
substantially all
of the assets of the Corporation or the consolidation or
merger of
the Corporation; provided, however, that except as may be
mandatorily
required by law regardless of limitations contained in the
charter,
no such consent shall be required with respect to (i) a sale
or other
disposition of all or substantially all of the assets of the
Corporation or a consolidation or merger of the Corporation if
such
sale, other disposition, consolidation or merger, or the
issuance or
assumption of all securities to be issued or assumed in
connection
therewith, shall have been ordered or approved under the
Public
Utility Holding Company Act of 1935 or (ii) a sale or other
disposition of all or substantially all of the assets of the
Corporation to a subsidiary of the Corporation or a
consolidation or
merger of the Corporation with a subsidiary of the Corporation
if
none of the powers, preferences or rights of the holders of
the
Cumulative Preferred Stock will be adversely affected thereby,
and if
none of the property or business of the Corporation will
thereby
become subject to the lien of any mortgage, deed of trust or
other
encumbrance, and if the company resulting from or surviving
such
sale, other disposition, consolidation or merger will be
authorized
to carry on the business then being conducted by the
Corporation and
will have authorized or outstanding, after such sale, other
disposition, consolidation or merger, no stock of any class or
other
securities ranking prior to or on a parity with the Cumulative
Preferred Stock, or securities convertible into any such stock
or
securities, except the same number of shares of stock and the
same
amount of other securities with the same powers, preferences
and
rights as the stock and securities of the Corporation
authorized and
outstanding immediately preceding such sale, other
disposition,
consolidation or merger, and if each holder of Cumulative
Preferred
Stock at the time of such sale, other disposition,
consolidation or
merger will receive the same number of shares, with the same
powers,
preferences and rights, of the resulting or surviving company
as he
held of the Cumulative Preferred Stock;
provided, however, that no such consent of the holders of the
Cumulative
Preferred Stock shall be required if, at or prior to the time when
the
issuance of any such securities representing unsecured indebtedness
or
when the issuance of any such parity stock or convertible security
or any
such additional shares of Cumulative Preferred Stock is to be made,
or
when such sale, other disposition, consolidation or merger is to
take
effect as the case may be, provision is made for the redemption of
all
shares of Cumulative Preferred Stock at the time outstanding.
(12) The Corporation reserves the right, subject only to any
requisite vote or consent of the holders of any other class of
stock
specifically required by the provisions of the charter, to amend or
change
any and all provisions of the charter (including a change in the
preferences given to any one or more classes of stock by the
charter or an
increase or decrease in the amount of the authorized stock of such
class
or classes or an increase or decrease in the par value thereof) by
the
vote in favor thereof, given in person or by proxy at any meeting
called
for the purpose, of the holders of a majority of the outstanding
shares of
Common Stock. The holders of the Cumulative Preferred Stock shall
have no
right to vote or consent with respect to any such amendment except
as
specifically provided in subdivisions (10) and (11) of this Section
1.5 or
in accordance with subdivision (1) of this Section 1.5.
(13) Except as otherwise provided in paragraph (a) of
subdivision
(10) of this Section 1.5 or with respect to any particular series
in
accordance with the provisions of subdivision (1) of this Section
1.5,
whenever shares of two or more series of the Cumulative Preferred
Stock
are outstanding, no particular series of the Cumulative Preferred
Stock
shall be entitled to vote or consent as a separate series on any
matter,
and all shares of Cumulative Preferred Stock of all series shall be
deemed
to constitute but one class for any purpose for which a vote or
consent of
the shareholders by classes may now or hereafter be required.
(14) No holder of any shares of Cumulative Preferred Stock of
any
series shall be entitled as such, as a matter of right, to purchase
or
subscribe for any shares of stock of the Corporation of any class,
whether
now or hereafter authorized or whether issued for cash, property or
services or as a dividend or otherwise, or any securities
convertible into
shares of stock of the Corporation or carrying or evidencing any
right to
purchase shares of stock of any class.
(15) Any shares of Cumulative Preferred Stock which are
redeemed or
retired, except shares retired through conversion or through the
operation
of any sinking fund or redemption or purchase account, shall
thereafter
have the status of authorized but unissued shares of Cumulative
Preferred
Stock of the Corporation and may thereafter be reclassified and
reissued
by the Board of Directors in the same manner as any other
authorized and
unissued shares of Cumulative Preferred Stock.
(16) Subject to the limitations set forth in this Section 1.5,
all or
any of the shares of stock of the Corporation of any class and
securities
convertible into stock of any class may be issued by the
Corporation,
acting through its Board of Directors, without action by the
shareholders,
from time to time, for such consideration, or by way of dividend,
in such
manner and upon such terms as may be determined and deemed
advisable from
time to time by the Board of Directors. Such consideration, in the
case
of shares having a par value, shall not be less than the par value
thereof
and, in the case of securities convertible into shares of stock
having a
par value, shall not be less than the par value of the shares into
which
such securities are convertible, except as otherwise permitted by
law.
Such consideration may consist of cash, labor done, real and/or
personal
property, or the use thereof, and the value of any such
consideration
consisting of such labor or property or the use thereof shall be as
determined by the Board of Directors. All shares of stock so
issued, for
which the consideration so fixed has been received by the
Corporation,
shall be deemed fully paid stock and shall not be liable to any
further
calls or assessments thereon."
IN WITNESS WHEREOF, D. M. Kammert, President, and Paul G.
Spiker,
Assistant Secretary of Monongahela Power Company, acting for and on
behalf
of the Corporation, have hereunto subscribed their names and caused
the
seal of the Corporation to be hereunto affixed this 29th day of
April,
1966.
MONONGAHELA POWER COMPANY
By D. M. KAMMERT
President
[CORPORATE SEAL]
PAUL G. SPIKER
Assistant
Secretary
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, TED W. BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
Certificate of Amendment
to Articles of
MONONGAHELA POWER COMPANY
filed in this office on the 5th day of May A. D. 1966 and recorded
on Roll
B455, Frame 1496 of the Records of Incorporations.
[SEAL] WITNESS my hand and official
seal at
Columbus, Ohio, this 6th day
of May A.
D. 1966
TED W. BROWN
Ted W. Brown
Secretary of State
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
Cecil G. McVay, President, and John B. Sabel, Secretary of
Monon-
gahela Power Company, an Ohio corporation, do hereby certify that
on
July 14, 1967, the following resolution was adopted in a writing
approved
and signed as specified in Section 1701.54 of the Revised Code of
Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows:
'The total number of shares of all classes of stock
which
the Corporation shall have authority to issue is 850
000, of
which 240 000 shares of the par value of $100 each shall
be
Cumulative Preferred Stock, issuable in series as
hereinafter
provided, and 610 000 shares of the par value of $50
each shall
be Common Stock. The authorized number of shares
without par
value of the Corporation is none.'"
IN WITNESS WHEREOF, Cecil G. McVay, President, and John B.
Sabel,
Secretary of Monongahela Power Company, acting for and on behalf of
said
Corporation, have hereunto subscribed their names and caused the
seal of
said Corporation to be affixed this 8th day of August, 1967.
MONONGAHELA POWER COMPANY
By CECIL G. MCVAY
President
[CORPORATE SEAL]
By JOHN B. SABEL
Secretary
UNITED STATES OF AMERICA,
STATE, OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, TED, W. BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the,original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
filed in this office on the 14th day of August A.D. 1967 and
recorded on
Roll B517, Frame 634 of the Records of Incorporations.
WITNESS my hand and official seal at Columbus, Ohio, this 14th
day of
August A. D. 1967.
TED W. BROWN
Ted W. Brown
Secretary of
State
[SEAL]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
Cecil G. McVay, President, and John B. Sabel, Secretary of
Monongahela Power Company, an Ohio corporation, do hereby certify
that the
following resolutions were adopted by the Board of Directors of the
Corporation at a meeting duly called and held on August 15, 1967,
pursuant
to the authority granted to said Board in the third paragraph of
Section
1.5 of the Charter of the Corporation to fix by resolution or
resolutions
the designations and certain of the powers, preferences and rights
of
shares of the several series of Cumulative Preferred Stock of the
Corporation:
RESOLVED, that the second paragraph of subdivision (1) of
Section 1.5
of the Charter of the Corporation be, and it hereby is, amended in
its
entirety to read as follows:
"90 000 shares of the Cumulative Preferred Stock shall be a
series of
said Cumulative Preferred Stock designated as the 4.40% Cumulative
Preferred Stock; 40 000 shares of the Cumulative Preferred Stock
shall be
a series of the Cumulative Preferred Stock designated as the 4.80%
Cumulative Preferred Stock, Series B; 60 000 shares of the
Cumulative
Preferred Stock shall be a series of the Cumulative Preferred Stock
designated as the 4.50% Cumulative Preferred Stock, Series C; and
50 000
shares of the Cumulative Preferred Stock shall be a series of the
Cumulative Preferred Stock designated as the $6.28 Cumulative
Preferred
Stock, Series D".
AND FURTHER RESOLVED, that Section 1.5 of the Charter of the
Corporation be, and it hereby is, amended to add the letter "A"
after the
numeral "(4)" in subdivision (4) and to add the following
additional
paragraph B to subdivision (4):
"B. The following is a statement of the powers,
preferences and
rights of the $6.28 Cumulative Preferred Stock, Series D, to
the
extent not set forth elsewhere herein:
(a) The annual rate of dividends payable on shares
of such
series shall be $6.28, and the date from which dividends
shall
be cumulative on all shares of such series, issued prior
to the
record date for the first dividend on shares of such
series
shall be August 22, 1967;
(b) The redemption price for shares of such series
shall
be $107.57 if redeemed on or before August 1, 1972;
$106.00 per
share if redeemed thereafter and on or before August 1,
1977;
$104.43 per share if redeemed thereafter and on or
before
August 1, 1982; and $102.86 per share if redeemed after
August
1, 1982;
(c) The amount payable on shares of such series in
the
event of any voluntary liquidation, dissolution or
winding up of
the affairs of the Corporation shall be an amount per
share
equal to the then current redemption price thereof, and
the
amount payable on shares of such series in the event of
any
involuntary liquidation, dissolution or winding up of
the
affairs of the Corporation shall be the par value
thereof;
(d) The holders of shares of such series shall not
have
the right to convert such shares into shares of the
stock of the
Corporation of any class or of any series of any class;
and
(e) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the
Charter of
the Corporation."
IN WITNESS WHEREOF, Cecil G. McVay, President, and John B.
Sabel,
Secretary of Monongahela Power Company, acting for and on behalf of
the
Corporation, have hereunto subscribed their names and caused the
seal of
the Corporation to be affixed this 16th day of August, 1967.
MONONGAHELA POWER COMPANY
By CECIL G. MCVAY
President
[CORPORATE SEAL]
By JOHN B. SABEL
Secretary
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, TED W. BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
filed in this office on the 16th day of August A.D. 1967 and
recorded on
Roll B Frame of the Records of Incorporations.
WITNESS my hand and official seal at Columbus, Ohio, this 16th
day of
August A. D. 1967.
TED W. BROWN
Ted W. Brown
Secretary of
State
[SEAL]
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
Cecil G. McVay, President, and John B. Sabel, Secretary, of
Monon-
gahela Power Company, an Ohio corporation, do hereby certify that
on
May 17, 1968, the following resolution was adopted in a writing
approved
and signed as specified in Section 1701.54 of the Revised Code of
Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows:
'The total number of shares of all classes of stock
which
the Corporation shall have authority to issue is 900
000, of
which 290 000 shares of the par value of $100 each shall
be
Cumulative Preferred Stock, issuable in series as
hereinafter
provided, and 610 000 shares of the par value of $50
each shall
be Common Stock. The authorized number of shares
without par
value of the Corporation is none.'"
IN WITNESS WHEREOF, Cecil G. McVay, President, and John B.
Sabel,
Secretary of Monongahela Power Company, acting for and on behalf of
said
Corporation, have hereunto subscribed their names and caused the
seal of
said Corporation to be affixed this 20th day of May, 1968.
MONONGAHELA POWER COMPANY
By CECIL G. McVAY
President
[CORPORATE SEAL]
By JOHN B. SABEL
Secretary
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, TED W. BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
filed in this office on the 20th day of May A. D. 1968, and
recorded on
Roll B558 Frame 903 of the Records of Incorporations.
WITNESS my hand and official seal at Columbus, Ohio, this 20th
day of
May A. D. 1968.
TED W. BROWN
Ted W. Brown
Secretary of
State
[SEAL]
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
Cecil G. McVay, President, and John B. Sabel, Secretary, of
Monongahela Power Company, an Ohio corporation, do hereby certify
that the
following resolutions were adopted by the Board of Directors of the
Corporation at a meeting duly called and held on May 28, 1968,
pursuant to
the authority granted to said Board in the third paragraph of
Section 1.5
of the Charter of the Corporation to fix by resolution or
resolutions the
designations and certain of the powers, preferences and rights of
shares
of the several series of Cumulative Preferred Stock of the
Corporation:
RESOLVED, that the second paragraph of subdivision (1) of
Section 1.5
of the Charter of the Corporation be, and it hereby is, amended in
its
entirety to read as follows:
"90 000 shares of the Cumulative Preferred Stock shall
be a
series of said Cumulative Preferred Stock designated as the
4.40%
Cumulative Preferred Stock; 40 000 shares of the Cumulative
Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated
as the 4.80% Cumulative Preferred Stock, Series B; 60 000
shares of
the Cumulative Preferred Stock shall be a series of the
Cumulative
Preferred Stock designated as the 4.50% Cumulative Preferred
Stock,
Series C; 50 000 shares of the Cumulative Preferred Stock
shall be a
series of the Cumulative Preferred Stock designated as the
$6.28
Cumulative Preferred Stock, Series D; and 50 000 shares of the
Cumulative Preferred Stock shall be a series of the Cumulative
Preferred Stock designated as the $7.36 Cumulative Preferred
Stock,
Series E".
AND FURTHER RESOLVED, that Section 1.5 of the Charter of the
Corporation be, and it hereby is, amended to add the following
additional
paragraph C to subdivision (4):
"C. The following is a statement of the powers,
preferences and
rights of the $7.36 Cumulative Preferred Stock, Series E, to
the
extent not set forth elsewhere herein:
(a) The annual rate of dividends payable on shares
of such
series shall be $7.36, and the date from which dividends
shall
be cumulative on all shares of such series issued prior
to the
record date for the first dividend on shares of such
series
shall be June 6, 1968;
(b) The redemption price for shares of such series
shall
be $108.88 if redeemed on or before June 1, 1973;
$107.04 per
share if redeemed thereafter and on or before June 1,
1978;
$105.20 per share if redeemed thereafter and on or
before June
1, 1983; and $103.36 per share if redeemed after June 1,
1983;
(c) The amount payable on shares of such series in
the
event of any voluntary liquidation, dissolution or
winding up of
the affairs of the Corporation shall be an amount per
share
equal to the then current redemption price thereof, and
the
amount payable on shares of such series in the event of
any
involuntary liquidation, dissolution or winding up of
the
affairs of the Corporation shall be the par value
thereof;
(d) The holders of shares of such series shall not
have
the right to convert such shares into shares of the
stock of the
Corporation of any class or of any series of any class;
and
(e) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the
Charter of
the Corporation."
IN WITNESS WHEREOF, Cecil G. McVay, President, and John B.
Sabel,
Secretary of Monongahela Power Company, acting for and on behalf of
the
Corporation, have hereunto subscribed their names and caused the
seal of
the Corporation to be affixed this 29th day of May, 1968.
MONONGAHELA POWER COMPANY
By CECIL G. MCVAY
President
By JOHN B. SABEL
Secretary
[CORPORATE SEAL]
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, TED W. BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
Certificate of Amendment
to the Charter of
MONONGAHELA POWER COMPANY
filed in this office on the 29th day of May A. D. 1968 and recorded
on
Roll B559, Frame 1986 of the Records of Incorporations.
[SEAL] WITNESS my hand and official
seal at
Columbus, Ohio, this 29th day
of May
A. D. 1968.
TED W. BROWN
Ted W. Brown
Secretary of State
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
Cecil G. McVay, President, and John B. Sabel, Secretary, of
Monongahela Power Company, an Ohio corporation, do hereby certify
that on
December 16, 1968, the following resolution was adopted in a
writing
approved and signed as specified in Section 1701.54 of the Revised
Code of
Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows:
'The total number of shares of all classes of stock
which
the Corporation shall have authority to issue is 1 500
000, of
which 290 000 shares of the par value of $100 each shall
be
Cumulative Preferred Stock, issuable in series as
hereinafter
provided, and 1 210 000 shares of the par value of $50
each
shall be Common Stock. The authorized number of shares
without
par value of the Corporation is none.'"
IN WITNESS WHEREOF, Cecil G. McVay, President, and John B.
Sabel,
Secretary of Monongahela Power Company, acting for and on behalf of
said
Corporation, have hereunto subscribed their names and caused the
seal of
said Corporation to be affixed this 15th day of January, 1969.
MONONGAHELA POWER COMPANY
BY CECIL G. MCVAY
President
[CORPORATE SEAL]
BY JOHN B. SABEL
Secretary
United States of America
State of Ohio,
Office of the Secretary of State.
I, Ted W. Brown, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
Certificate of Amendment
to the Charter of
Monongahela Power Company
filed in this office on the 16th day of January A. D. 1969, and
recorded
on Roll B596 Frame 1839 of the Records of Incorporations.
WITNESS my hand and official seal at Columbus, Ohio, this 16th
day of
January A. D. 1969.
Ted W. Brown
Ted W. Brown
Secretary of State
[SEAL]
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
to the Charter of
MONONGAHELA POWER COMPANY
Luther S. Singley, Executive Vice President and General
Manager, and
John B. Sabel, Secretary of Monongahela Power Company, an Ohio
corpor-
ation, do hereby certify that on April 27, 1970, the following
resolution
was adopted in a writing approved and signed as specified in
Section
1701.54 of the Revised Code of Ohio:
RESOLVED, that the Charter of Monongahela Power Company,
an Ohio
corporation, is hereby amended by
1. striking out the second paragraph of Section 1.5 and
insert-
ing in lieu thereof the following:
"The total number of shares of all classes of stock
which
the Corporation shall have authority to issue is 1 550
000, of
which 340 000 shares of the par value of $100 each shall
be
Cumulative Preferred Stock, issuable in series as
hereinafter
provided, and 1 210 000 shares of the par value of $50
each
shall be Common Stock. The authorized number of shares
without
par value of the Corporation is none."
2. striking out paragraph (c) of subdivision (1) of
Section 1.5
and inserting in lieu thereof the following:
"(c) The redemption rights and prices for shares of
such
series;"
and
3. striking out the first sentence of subdivision (8) of
Section
1.5 and inserting in lieu thereof the following:
"The Cumulative Preferred Stock of any series may
be
redeemed, as a whole or in part, at the option of the
Corporation, by vote of the Board of Directors, at any
time or
from time to time, or at the times fixed for such series
under
the provisions of subdivision (1) of this Section, at
the
applicable redemption price fixed for such series under
such
provisions, or set forth in subdivisions (2), (3) and
(4), of
this Section, together with an amount (hereinafter
referred to
as accrued dividends to the redemption date), in the
case of
each share, computed at the annual dividend rate for the
series
of which the particular share is a part, from the date
on which
dividends on such share became cumulative to and
including the
date of redemption, less the aggregate amount of all
dividends
theretofore paid thereon."
IN WITNESS WHEREOF, Luther S. Singley, Executive Vice
President and
General Manager, and John B. Sabel, Secretary of Monongahela Power
Company, acting for and on behalf of said Corporation, have
hereunto
subscribed their names and caused the seal of said Corporation to
be
affixed this 7th day of May, 1970.
MONONGAHELA POWER COMPANY
By LUTHER S.
SINGLEY
Executive Vice
President
and General
Manager
[CORPORATE SEAL]
By JOHN B. SABEL
Secretary
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, TED W. BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the Amendment to
Articles of
Incorporation of MONONGAHELA POWER COMPANY filed in this office on
the 8th
day of May A. D. 1970 and recorded on Roll B677, Frame 1020 of the
Records
of Incorporations.
WITNESS my hand and official seal at Columbus, Ohio, this 11th
day of
May A. D. 1970.
TED W. BROWN
Ted W. Brown
Secretary of State
[SEAL]
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
to the Charter of
MONONGAHELA POWER COMPANY
Luther S. Singley, Executive Vice President and General
Manager, and
John B. Sabel, Secretary, of Monongahela Power Company, an Ohio
corporation, do hereby certify that the following resolutions were
adopted
by the Board of Directors of the Corporation at a meeting duly
called and
held on May 13, 1970, pursuant to the authority granted to said
Board in
the third paragraph of Section 1.5 of the Charter of the
Corporation to
fix by resolution or resolutions the designations and certain of
the
powers, preferences and rights of shares of the several series of
Cumulative Preferred Stock of the Corporation:
RESOLVED, that the second paragraph of subdivision (1) of
Section 1.5
of the Charter of the Corporation be, and it hereby is, amended in
its
entirety to read as follows:
"90 000 shares of the Cumulative Preferred Stock shall
be a
series of said Cumulative Preferred Stock designated as the
4.40%
Cumulative Preferred Stock; 40,000 shares of the Cumulative
Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated
as the 4.80% Cumulative Preferred Stock, Series B; 60 000
shares of
the Cumulative Preferred Stock shall be a series of the
Cumulative
Preferred Stock designated as the 4.50% Cumulative Preferred
Stock,
Series C; 50 000 shares of the Cumulative Preferred Stock
shall be a
series of the Cumulative Preferred Stock designated as the
$6.28
Cumulative Preferred Stock, Series D; 50 000 shares of the
Cumulative
Preferred Stock shall be a series of the Cumulative Preferred
Stock
designated as the $7.36 Cumulative Preferred Stock, Series E;
and 50
000 shares of the Cumulative Preferred Stock shall be a series
of the
Cumulative Preferred Stock designated as the $9.64 Cumulative
Preferred Stock, Series F".
AND FURTHER RESOLVED, that Section 1.5 of the Charter of the
Corporation be, and it hereby is, amended to add the following
additional
paragraph D to subdivision (4) :
"D. The following is a statement of the powers,
preferences and
rights of the $9.64 Cumulative Preferred Stock, Series F, to
the
extent not set forth elsewhere herein:
(a) The annual rate of dividends payable on shares
of such
series shall be $9.64, and the date from which dividends
shall
be cumulative on all shares of such series issued prior
to the
record date for the first dividend on shares of such
series
shall be May 21, 1970;
(b) The redemption price for shares of such series
shall be
$111.11 per share if redeemed on or before May 1, 1975;
$108.70
per share if redeemed thereafter and on or before May 1,
1980;
$106.29 per share if redeemed thereafter and on or
before May 1,
1985; and $103.88 per share if redeemed after May 1,
1985;
(c) The amount payable on shares of such series in
the
event of any voluntary liquidation, dissolution or
winding up of
the affairs of the Corporation shall be an amount per
share
equal to the then current redemption price thereof, and
the
amount payable on shares of such series in the event of
any
involuntary liquidation, dissolution or winding up of
the
affairs of the Corporation shall be the par value
thereof;
(d) The holders of shares of such series shall not
have the
right to convert such shares into shares of the stock of
the
Corporation of any class or of any series of any class;
and
(e) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the
Charter of
the Corporation."
IN WITNESS WHEREOF, Luther S. Singley, Executive Vice
President and
General Manager, and John B. Sabel, Secretary of Monongahela Power
Company, acting for and on behalf of the Corporation, have hereunto
subscribed their names and caused the seal of the Corporation to be
affixed this 14th day of May, 1970.
MONONGAHELA POWER COMPANY
By LUTHER S. SINGLEY
Executive Vice
President and
General Manager
By JOHN B. SABEL
Secretary
[CORPORATE SEAL]
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, TED W. BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the Amendment to
Articles of
Incorporation of MONONGAHELA POWER COMPANY filed in this office on
the
15th day of May A. D. 1970 and recorded on Roll B678, Frame 1230 of
the
Records of Incorporations.
WITNESS my hand and official seal at Columbus, Ohio, this 15th
day of
May A. D. 1970.
TED W. BROWN
Ted W. Brown
Secretary of
State
[SEAL]
[Conformed Copy]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
Luther S. Singley, Executive Vice President and General
Manager, and
John B. Sabel, Secretary, of Monongahela Power Company, an Ohio
corporation, do hereby certify that on May 3, 1971, the following
resolution was adopted in a writing approved and signed as
specified in
Section 1701.54 of the Revised Code of Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows:
'The total number of shares of all classes of stock
which
the Corporation shall have authority to issue is 1 600
000, of
which 390 000 shares of the par value of $100 each shall
be
Cumulative Preferred Stock, issuable in series as
hereinafter
provided, and 1 210 000 shares of the par value of $50
each
shall be Common Stock. The authorized number of shares
without
par value of the Corporation is none.'"
IN WITNESS WHEREOF, Luther S. Singley, Executive Vice
President and
General Manager, and John B. Sabel, Secretary of Monongahela Power
Company, acting for and on behalf of said Corporation, have
hereunto
subscribed their names and caused the seal of said Corporation to
be
affixed this l0th day of May, 1971.
MONONGAHELA POWER COMPANY
By L. S. SINGLEY
Executive Vice
President
and General Manager
[CORPORATE SEAL]
By JOHN B. SABEL
Secretary
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, TED W. BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the Certificate of
Amendment
to Article of Incorporation of MONONGAHELA POWER COMPANY filed in
this
office on the 10th day of May A. D. 1971 and recorded on Roll B740,
Frame
730 of the Records of Incorporations.
[SEAL] WITNESS my hand and official
seal at
Columbus, Ohio, this 10th day
of May
A. D. 1971
TED W. BROWN
Ted W. Brown
Secretary of State
[Conformed Copy]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
Francis J. McAlary, Vice President, and John B. Sabel,
Secretary, of
Monongahela Power Company, an Ohio corporation, do hereby certify
that the
following resolutions were adopted by the Board of Directors of the
Corporation at a meeting duly called and held on May 18, 1971,
pursuant to
the authority granted to said Board in the third paragraph of
Section 1.5
of the Charter of the Corporation to fix by resolution or
resolutions the
designations and certain of the powers, preferences and rights of
shares
of the several series of Cumulative Preferred Stock of the
Corporation:
RESOLVED, that the second paragraph of subdivision (1) of
Section 1.5
of the Charter of the Corporation is hereby amended in its entirety
to
read as follows:
"90 000 shares of the Cumulative Preferred Stock shall
be a
series of said Cumulative Preferred Stock designated as the
4.40%
Cumulative Preferred Stock; 40 000 shares of the Cumulative
Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated
as the 4.80% Cumulative Preferred Stock, Series B; 60 000
shares of
the Cumulative Preferred Stock shall be a series of the
Cumulative
Preferred Stock designated as the 4.50% Cumulative Preferred
Stock,
Series C; 50 000 shares of the Cumulative Preferred Stock
shall be a
series of the Cumulative Preferred Stock designated as the
$6.28
Cumulative Preferred Stock, Series D; 50 000 shares of the
Cumulative
Preferred Stock shall be a series of the Cumulative Preferred
Stock
designated as the $7.36 Cumulative Preferred Stock, Series E;
50 000
shares of the Cumulative Preferred Stock shall be a series of
the
Cumulative Preferred Stock designated as the $9.64 Cumulative
Preferred Stock, Series F; and 50 000 shares of the Cumulative
Preferred Stock shall be a series of the Cumulative Preferred
Stock
designated as the $8.80 Cumulative Preferred Stock, Series G."
AND FURTHER RESOLVED, that Section 1.5 of the Charter of the
Corporation is hereby amended to add the following additional
paragraph E
to subdivision (4):
"E. The following is a statement of the powers,
preferences and
rights of the $8.80 Cumulative Preferred Stock, Series G, to
the
extent not set forth elsewhere herein:
(a) The annual rate of dividends payable on shares
of such
series shall be $8.80, and the date from which dividends
shall
be cumulative on all shares of such series issued prior
to the
record date for the first dividend on shares of such
series
shall be May 26, 1971;
(b) Before May 1, 1976, no shares of such series
may be
redeemed with or in anticipation of (i) moneys borrowed
at an
interest cost to the Corporation of less than 8.78% a
year or
(ii) the proceeds of preferred stock sold by the
Corporation at
a price per share (exclusive of accrued dividends) the
division
of which into the annual dollar dividend rate per share
of such
stock produces a quotient of less than 8.78%. Otherwise
the
shares of such series may be redeemed, as a whole or in
part, by
the Corporation at any time or from time to time.
(c) The redemption price for shares of such series
shall be
$110.80 per share if redeemed on or before May 1, 1976;
$108.60
per share if redeemed thereafter and on or before May 1,
1981;
$106.40 per share if redeemed thereafter and on or
before May 1,
1986; and $104.20 per share if redeemed after May 1,
1986;
(d) The amount payable on shares of such series in
the
event of any voluntary liquidation, dissolution or
winding tip
of the affairs of the Corporation shall be an amount per
share
equal to the then current redemption price thereof, and
the
amount payable on shares of such series in the event of
any
involuntary liquidation, dissolution or winding up of
the
affairs of the Corporation shall be the par value
thereof;
(e) The holders of shares of such series shall not
have the
right to convert such shares into shares of the stock of
the
Corporation of any class or of any series of any class;
and
(f) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the
Charter of
the Corporation."
IN WITNESS WHEREOF, Francis J. McAlary, Vice President, and
John B.
Sabel, Secretary of Monongahela Power Company, acting for and on
behalf of
the Corporation, have hereunto subscribed their names and caused
the seal
of the Corporation to be affixed this 19th day of May, 1971.
MONONGAHELA POWER COMPANY
By F. J. McALARY
Vice
President
By JOHN B. SABEL
Secretary
[CORPORATE SEAL]
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, TED W. BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
Certificate of Amendment
for
MONONGAHELA POWER COMPANY
filed in this office on the 20th day of May A. D. 1971 and recorded
on
Roll B742, Frame 532 of the Records of Incorporations.
[SEAL] WITNESS my hand and official
seal at
Columbus, Ohio, this 20th day
of May
A. D. 1971
TED W. BROWN
Ted W. Brown
Secretary of State
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
Luther S. Singley, Executive Vice President and General
Manager, and
John B. Sabel, Secretary, of Monongahela Power Company, an Ohio
corporation, do hereby certify that on November 22, 1971, the
following
resolution was adopted in a writing approved and signed as
specified in
Section 1701.54 of the Revised Code of Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows:
'The total number of shares of all classes of stock
which the
Corporation shall have authority to issue is 2 350 000, of
which
390 000 shares of the par value of $100 each shall be
Cumulative
Preferred Stock, issuable in series as hereinafter provided,
and
1 960 000 shares of the par value of $50 each shall be Common
Stock.
The authorized number of shares without par value of the
Corporation
is none.'"
IN WITNESS WHEREOF, Luther S. Singley, Executive Vice
President and
General Manager, and John B. Sabel, Secretary of Monongahela Power
Company, acting for and on behalf of said Corporation, have
hereunto
subscribed their names and caused the seal of said Corporation to
be
affixed this 24th day of November, 1971.
MONONGAHELA POWER COMPANY
BY L. S. SINGLEY
Executive Vice
President
and General Manager
[CORPORATE SEAL]
BY JOHN B. SABEL
Secretary
United States of America
State of Ohio,
Office of the Secretary of State
I, Ted W. Brown, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
Certificate of Amendment
to the Charter of
Monongahela Power Company
filed in this office on the 24th day of November A. D. 1971, and
recorded
on Roll B774 Frame 1676 of the Records of Incorporations.
WITNESS my hand and official seal at Columbus, Ohio, this 24th
day of
November A. D. 1971.
Ted W. Brown
Ted W. Brown
Secretary of State
[SEAL]
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
L. S. Singley, Executive Vice President and General Manager,
and John
B. Sabel, Secretary, of Monongahela Power Company, an Ohio
corporation, do
hereby certify that on March 27, 1972, the following resolution was
adopted in a writing approved and signed as specified in Section
1701.54
of the Revised Code of Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows:
'The total number of shares of all classes of stock
which
the Corporation shall have authority to issue is 2 500
000, of
which 540 000 shares of the par value of $100 each shall
be
Cumulative Preferred Stock, issuable in series as
hereinafter
provided, and 1 960 000 shares of the par value of $50
each
shall be Common Stock. The authorized number of shares
without
par value of the Corporation is none.'"
IN WITNESS WHEREOF, L. S. Singley, Executive Vice President
and
General Manager, and John B. Sabel, Secretary of Monongahela Power
Company, acting for and on behalf of said Corporation, have
hereunto
subscribed their names and caused the seal of said Corporation to
be
affixed this 3rd day of April, 1972.
MONONGAHELA POWER COMPANY
By L. S. SINGLEY
Executive Vice
President
and General Manager
[CORPORATE SEAL]
By JOHN B. SABEL
Secretary
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, TED W. BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
CERTIFICATE OF AMENDMENT
TO CHARTER OF
MONONGAHELA POWER COMPANY
filed in this office on the 4th day of APRIL A.D. 1972, and
recorded on
Roll B798, Frame 1371 of the Records of Incorporations.
WITNESS my hand and official
seal at
Columbus, Ohio, this 4th day
of April
A.D. 1972.
[SEAL]
TED W. BROWN
Ted W. Brown
Secretary of State
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
J. D. Gorman, Vice President, and John B. Sabel, Secretary, of
Monongahela Power Company, an Ohio corporation, do hereby certify
that the
following resolutions were adopted by the Board of Directors of the
Corporation at a meeting duly called and held on April 11, 1972,
pursuant
to the authority granted to said Board in the third paragraph of
Section
1.5 of the Charter of the Corporation to fix by resolution or
resolutions
the designations and certain of the powers, preferences and rights
of
shares of the several series of Cumulative Preferred Stock of the
Corporation:
RESOLVED, that the second paragraph of subdivision (1) of
Section 1.5
of the Charter of the Corporation is hereby amended in its entirety
to
read as follows:
"90 000 shares of the Cumulative Preferred Stock shall
be a
series of said Cumulative Preferred Stock designated as the
4.40%
Cumulative Preferred Stock; 40 000 shares of the Cumulative
Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated
as the 4.80% Cumulative Preferred Stock, Series B; 60 000
shares of
the Cumulative Preferred Stock shall be a series of the
Cumulative
Preferred Stock designated as the 4.50% Cumulative Preferred
Stock,
Series C; 50 000 shares of the Cumulative Preferred Stock
shall be a
series of the Cumulative Preferred Stock designated as the
$6.28
Cumulative Preferred Stock, Series D; 50 000 shares of the
Cumulative
Preferred Stock shall be a series of the Cumulative Preferred
Stock
designated as the $7.36 Cumulative Preferred Stock, Series E;
50 000
shares of the Cumulative Preferred Stock shall be a series of
the
Cumulative Preferred Stock designated as the $9.64 Cumulative
Preferred Stock, Series F; 50 000 shares of the Cumulative
Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated
as the $8.80 Cumulative Preferred Stock, Series G; and 50 000
shares
of the Cumulative Preferred Stock shall be a series of the
Cumulative
Preferred Stock designated as the $7.92 Cumulative Preferred
Stock,
Series H."
AND FURTHER RESOLVED, that Section 1.5 of the Charter of the
Corporation is hereby amended to add the following additional
paragraph F
to subdivision (4):
"F. The following is a statement of the powers,
preferences and
rights of the $7.92 Cumulative Preferred Stock, Series H, to
the
extent not set forth elsewhere herein:
(a) The annual rate of dividends payable on shares
of such
series shall be $7.92, and the date from which dividends
shall
be cumulative on all shares of such series issued prior
to the
record date for the first dividend on shares of such
series
shall be April 19, 1972;
(b) Before April 1, 1977, no shares of such series
may be
redeemed directly or indirectly with or in anticipation
of (i)
moneys borrowed at an interest cost to the Corporation
of less
than 7.90% a year or (ii) the proceeds of preferred
stock sold
by the Corporation at a price per share (exclusive of
accrued
dividends) the division of which into the annual dollar
dividend
rate per share of such stock produces a quotient of less
than
7.90%. Otherwise the shares of such series may be
redeemed, as
a whole or in part, by the Corporation at any time or
from time
to time;
(c) The redemption price for shares of such series
shall be
$109.46 per share if redeemed on or before April 1,
1977;
$107.48 per share if redeemed thereafter and on or
before
April 1, 1982; $105.50 per share if redeemed thereafter
and on
or before April 1, 1987; and $103.52 per share if
redeemed after
April 1, 1987;
(d) The amount payable on shares of such series in
the
event of any voluntary liquidation, dissolution or
winding up of
the affairs of the Corporation shall be an amount per
share
equal to the then current redemption price thereof, and
the
amount payable on shares of such series in the event of
any
involuntary liquidation, dissolution or winding up of
the
affairs of the Corporation shall be the par value
thereof;
(e) The holders of shares of such series shall not
have the
right to convert such shares into shares of the stock of
the
Corporation of any class or of any series of any class;
and
(f) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the
Charter of
the Corporation."
IN WITNESS WHEREOF, J. D. Gorman, Vice President, and John B.
Sabel,
Secretary, of Monongahela Power Company, acting for and on behalf
of the
Corporation, have hereunto subscribed their names and caused the
seal of
the Corporation to be affixed this 12th day of April, 1972.
MONONGAHELA POWER COMPANY
By J. D. GORMAN
Vice
President
By JOHN B. SABEL
Secretary
[CORPORATE SEAL]
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, TED W. BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
Certificate of Amendment
for
MONONGAHELA POWER COMPANY
filed in this office on the 13th day of April A. D. 1972 and
recorded on
Roll B 800, Frame 1129 of the Records of Incorporations.
[SEAL] WITNESS my hand and official
seal at
Columbus, Ohio, this 13th day
of April
A. D. 1972
TED W. BROWN
Ted W. Brown
Secretary of State
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
F. J. McAlary, Vice President, and John B. Sabel, Secretary,
of
Monongahela Power Company, an Ohio corporation, do hereby certify
that the
following resolutions were adopted by the Board of Directors of the
Corporation at a meeting duly called and held on November 8, 1973,
pursuant to the authority granted to said Board in the third
paragraph of
Section 1.5 of the Charter of the Corporation to fix by resolution
or
resolutions the designations and certain of the powers, preferences
and
rights of shares of the several series of Cumulative Preferred
Stock of
the Corporation:
RESOLVED, that the second paragraph of subdivision (1) of
Section 1.5
of the Charter of the Corporation is hereby amended in its entirety
to
read as follows:
"90 000 shares of the Cumulative Preferred Stock shall
be a
series of said Cumulative Preferred Stock designated as the
4.40%
Cumulative Preferred Stock; 40 000 shares of the Cumulative
Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated
as the 4.80% Cumulative Preferred Stock, Series B; 60 000
shares of
the Cumulative Preferred Stock shall be a series of the
Cumulative
Preferred Stock designated as the 4.50% Cumulative Preferred
Stock,
Series C; 50 000 shares of the Cumulative Preferred Stock
shall be a
series of the Cumulative Preferred Stock designated as the
$6.28
Cumulative Preferred Stock, Series D; 50 000 shares of the
Cumulative
Preferred Stock shall be a series of the Cumulative Preferred
Stock
designated as the $7.36 Cumulative Preferred Stock, Series E;
50 000
shares of the Cumulative Preferred Stock shall be a series of
the
Cumulative Preferred Stock designated as the $9.64 Cumulative
Preferred Stock, Series F; 50 000 shares of the Cumulative
Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated
as the $8.80 Cumulative Preferred Stock, Series G; 50 000
shares of
the Cumulative Preferred Stock shall be a series of the
Cumulative
Preferred Stock designated as the $7.92 Cumulative Preferred
Stock,
Series H; and 100 000 shares of the Cumulative Preferred Stock
shall
be a series of the Cumulative Preferred Stock designated as
the $7.92
Cumulative Preferred Stock, Series I."
AND FURTHER RESOLVED, that Section 1.5 of the Charter of the
Corporation is hereby amended to add the following additional
paragraph G
to subdivision (4):
"G. The following is a statement of the powers,
preferences and
rights of the $7.92 Cumulative Preferred Stock, Series I, to
the
extent not set forth elsewhere herein:
(a) The annual rate of dividends payable on shares
of such
series shall be $7.92, and the date from which dividends
shall
be cumulative on all shares of such series issued prior
to the
record date for the first dividend on shares of such
series
shall be November 16, 1973;
(b) Before November 1, 1978, no shares of such
series may
be redeemed directly or indirectly with or in
anticipation of
(i) moneys borrowed at an interest cost to the
Corporation of
less than 7.90% a year or (ii) the proceeds of preferred
stock
sold by the Corporation at a price per share (exclusive
of
accrued dividends) the division of which into the annual
dollar
dividend rate per share of such stock produces a
quotient of
less than 7.90%. Otherwise the shares of such series may
be
redeemed, as a whole or in part, by the Corporation at
any time
or from time to time;
(c) The redemption price for shares of such series
shall be
$109.458 per share if redeemed on or before November 1,
1978;
$107.478 per share if redeemed thereafter and on or
before
November 1, 1983; $105.498 per share if redeemed
thereafter and
on or before November 1, 1988; and $103.518 per share if
redeemed after November 1, 1988;
(d) The amount payable on shares of such series in
the
event of any voluntary liquidation, dissolution or
winding up of
the affairs of the Corporation shall be an amount per
share
equal to the then current redemption price thereof, and
the
amount payable on shares of such series in the event of
any
involuntary liquidation, dissolution or winding up of
the
affairs of the corporation shall be the par value
thereof;
(e) The holders of shares of such series shall not
have the
right to convert such shares into shares of the stock of
the
Corporation of any class or of any series of any class;
and
(f) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the
Charter of
the Corporation."
IN WITNESS WHEREOF, F. J. McAlary, Vice President, and John B.
Sabel,
Secretary, of Monongahela Power Company, acting for an on behalf of
the
Corporation, have hereunto subscribed their names and caused the
seal of
the Corporation to be affixed this 9th day of November, 1973.
MONONGAHELA POWER COMPANY
By F. J. McAlary
Vice
President
By John B. Sabel
Secretary
[CORPORATE SEAL]
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, TED W. BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct of the
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
MONONGAHELA POWER COMPANY
filed in this office on the 12th day of November A.D. 1973 and
recorded on
Roll B922, Frame 1795 of the Records of Incorporations.
[SEAL] WITNESS my hand and
offcial seal
at Columbus, Ohio, this
12th day
of November A.D. 1973.
TED W. BROWN
TED W. BROWN
Secretary of State
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
D. E. Hollen, Executive Vice President and General Manager,
and Paul
G. Spiker, Assistant Secretary, of Monongahela Power Company, an
Ohio
corporation, do hereby certify that on May 12, 1975, the following
resolution was adopted in a writing approved and signed as
specified in
Section 1701.54 of the Revised Code of Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows:
'The total number of shares of all classes of stock
which the
Corporation shall have authority to issue is 3 500 000, of
which
540 000 shares of the par value of $100 each shall be
Cumulative
Preferred Stock, issuable in series as hereinafter provided,
and
2 960 000 shares of the par value of $50 each shall be Common
Stock.
The authorized number of shares without par value of the
Corporation
is none.'"
IN WITNESS WHEREOF, D. E. Hollen, Executive Vice President and
General Manager, and Paul G. Spiker, Assistant Secretary of
Monongahela
Power Company, acting for and on behalf of said Corporation, have
hereunto
subscribed their names and caused the seal of said Corporation to
be
affixed this 15th day of May, 1975.
MONONGAHELA POWER COMPANY
BY D. E. Hollen
Executive Vice
President
and General
Manager
[CORPORATE SEAL]
BY Paul G. Spiker
Assistant
Secretary
United States of America
State of Ohio,
Office of the Secretary of State
I, Ted W. Brown, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
Certificate of Amendment
to the Charter of
Monongahela Power Company
filed in this office on the 15th day of May A. D. 1975, and
recorded on
Roll E-060 Frame 1370 of the Records of Incorporations.
WITNESS my hand and official seal at Columbus, Ohio this 15th
day of
May A. D. 1975.
Ted W. Brown
Ted W. Brown
Secretary of State
[SEAL]
CONFORMED COPY
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
D. E. Hollen, Executive Vice President and General Manager,
and
Paul G. Spiker, Assistant Secretary, of Monongahela Power Company,
an Ohio
corporation, do hereby certify that on November 22, 1976, the
following
resolution was adopted in a writing approved and signed as
specified in
Section 1701.54 of the Revised Code of Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows:
'The total number of shares of all classes of stock
which the
Corporation shall have authority to issue is 3 650 000, of
which
690 00 shares of the par value of $100 each shall be
Cumulative
Preferred Stock, issuable in series as hereinafter provided,
and
shares of the par value of $50 each shall be Common Stock.
The
authorized number of shares without par value of the
Corporation is
none.'"
IN WITNESS WHEREOF, D. E. Hollen, Executive Vice President and
General Manager, and Paul G. Spiker, Assistant Secretary of
Monongahela
Power Company, acting for and on behalf of said Corporation, have
hereunto
subscribed their names and caused the seal of said Corporation to
be
affixed this 23rd day of November, 1976.
MONONGAHELA POWER COMPANY
BY D. E. Hollen
Executive Vice
President
and General
Manager
[CORPORATE SEAL]
BY Paul G. Spiker
Assistant
Secretary
United States of America
State of Ohio,
Office of the Secretary of State
I, Ted W. Brown, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
Certificate of Amendment
to the Charter of
Monongahela Power Company
filed in this office on the 23rd day of November A. D. 1976, and
recorded
on Roll E-216 Frame 0912 of the Records of Incorporations.
WITNESS my hand and official seal at Columbus, Ohio this 23rd
day of
November A. D. 1976.
Ted W. Brown
Ted W. Brown
Secretary of State
[SEAL]
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
F. J. McAlary, Vice President, and Paul G. Spiker, Assistant
Secretary, of Monongahela Power Company, an Ohio corporation, do
hereby
certify that the following resolutions were adopted by the Board of
Directors of the Corporation at a meeting duly called and held on
December 2, 1976, pursuant to the authority granted to said Board
in the
third paragraph of Section 1.5 of the Charter of the Corporation to
fix by
resolution or resolutions the designations and certain of the
powers,
preferences and rights of shares of the several series of
Cumulative
Preferred Stock of the Corporation:
RESOLVED, that the second paragraph of subdivision (1) of
Section 1.5
of the Charter of the Corporation is hereby amended in its entirety
to
read as follows:
"90,000 shares of the Cumulative Preferred Stock shall
be a
series of said Cumulative Preferred Stock designated as the
4.40%
Cumulative Preferred Stock; 40 000 shares of the Cumulative
Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated
as the 4.80% Cumulative Preferred Stock, Series B; 60 000
shares of
the Cumulative Preferred Stock shall be a series of the
Cumulative
Preferred Stock designated as the 4.50% Cumulative Preferred
Stock,
Series C; 50 000 shares of the Cumulative Preferred Stock
shall be a
series of the Cumulative Preferred Stock designated as the
$6.28
Cumulative Preferred Stock, Series D; 50 000 shares of the
Cumulative
Preferred Stock shall be a series of the Cumulative Preferred
Stock
designated as the $7.36 Cumulative Preferred Stock, Series E;
50 000
shares of the Cumulative Preferred Stock shall be a series of
the
Cumulative Preferred Stock designated as the $9.64 Cumulative
Preferred Stock, Series F; 50 000 shares of the Cumulative
Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated
as the $8.80 Cumulative Preferred Stock, Series G; 50 000
shares of
the Cumulative Preferred Stock shall be a series of the
Cumulative
Preferred Stock designated as the $7.92 Cumulative Preferred
Stock,
Series H; 100 000 shares of the Cumulative Preferred Stock
shall be
a series of the Cumulative Preferred Stock designated as the
$7.92
Cumulative Preferred Stock, Series I; and 150 000 shares of
the
Cumulative Preferred Stock shall be a series of the Cumulative
Preferred Stock designated as the $8.60 Cumulative Preferred
Stock,
Series J."
AND FURTHER RESOLVED, that Section 1.5 of the Charter of the
Corporation is hereby amended to add the following additional
paragraph H
to subdivision (4):
"H. The following is a statement of the powers,
preferences and
rights of the $8.60 Cumulative Preferred Stock, Series J, to
the
extent not set forth elsewhere herein:
(a) The annual rate of dividends payable on shares
of such
series shall be $8.60, and the date from which dividends
shall
be cumulative on all shares of such series issued prior
to the
record date for the first dividend on shares of such
series
shall be December 9, 1976;
(b) Before December 1, 1981, no shares of such
series may
be redeemed directly or indirectly with or in
anticipation of
(i) moneys borrowed at an interest cost to the
Corporation of
less than 8.59% a year or (ii) the proceeds of preferred
stock
sold by the Corporation at a price per share (exclusive
of
accrued dividends) the division of which into the annual
dollar
dividend rate per share of such stock produces a
quotient of
less than 8.59%. Otherwise the shares of such series may
be
redeemed, as a whole or in part, by the Corporation at
any time
or from time to time;
(c) The redemption price for shares of such series
shall be
$109.78 per share if redeemed on or before December 1,
1981;
$107.63 per share if redeemed thereafter and on or
before
December 1, 1986; $105.48 per share if redeemed
thereafter and
on or before December 1, 1991, and $103.33 per share if
redeemed
after December 1, 1991;
(d) The amount payable on shares of such series in
the
event of any voluntary liquidation, dissolution or
winding up of
the affairs of the Corporation shall be an amount per
share
equal to the then current redemption price thereof, and
the
amount payable on shares of such series in the event of
any
involuntary liquidation, dissolution, or winding up of
the
affairs of the Corporation shall be the par value
thereof;
(e) The holders of shares of such series shall not
have the
right to convert such shares into shares of the stock of
the
Corporation of any class or of any series of any class;
and
(f) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the
Charter of
the Corporation."
IN WITNESS WHEREOF, F. J. McAlary, Vice President, and Paul G.
Spiker, Assistant Secretary, of Monongahela Power Company, acting
for and
on behalf of the Corporation, have hereunto subscribed their names
and
caused the seal of the Corporation to be affixed this 2nd day of
December
1976.
MONONGAHELA POWER COMPANY
By F. J. McALARY
Vice
President
By PAUL G. SPIKER
Assistant
Secretary
[CORPORATE SEAL]
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, TED W. BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the Certificate of
Amendment
to the Articles of Incorporation of Monongahela Power Company filed
in
this office on the 3rd day of December A.D. 1976 and recorded on
Roll
E219, Frame 1045 of the Records of Incorporations.
WITNESS my hand and official seal at Columbus, Ohio, this 3rd
day of
December A.D. 1976.
TED W. BROWN
Secretary of State
[SEAL]
STATE OF WEST VIRGINIA
Certificate
I, JAMES R. MCCARTNEY, Secretary of State of the State of West
Virginia, hereby certify that Monongahela Power Company, a
corporation
organized and existing under and by virtue of the laws of the State
of
Ohio, which was heretofore duly authorized to hold property and
transact
business in the State of West Virginia by a certificate of
authority
issued thereto by my said office on the 17th day of December, 1965,
has
this day presented to me in my said office a duly certified copy of
a
certificate of amendment of its certificate of incorporation, filed
in the
Office of the Secretary of State of the State of Ohio on the 3rd
day of
December, 1976, which said certified copy of said amendment has
been duly
filed and made a part of the original records now on file in my
said
office.
Given under my hand and the Great Seal of the said State at
the City
of Charleston, this third day of December, 1976.
[SEAL]
JAMES R. MCCARTNEY
Secretary of State.
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
D. E. Hollen, Executive Vice President and General Manager,
and Paul
G. Spiker, Assistant Secretary, of Monongahela Power Company, an
Ohio
corporation, do hereby certify that on April 17, 1978, the
following
resolution was adopted in a writing approved and signed as
specified in
Section 1701.54 of the Revised Code of Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows:
'The total number of shares of all classes of stock
which the
Corporation shall have authority to issue is 4 650 000, of
which
690 000 shares of the par value of $100 each shall be
Cumulative
Preferred Stock, issuable in series as hereinafter provided,
and
3 960 000 shares of the par value of $50 each shall be Common
Stock.
The authorized number of shares without par value of the
Corporation
is none.'"
IN WITNESS WHEREOF, D. E. Hollen, Executive Vice President and
General Manager, and Paul G. Spiker, Assistant Secretary of
Monongahela
Power Company, acting for and on behalf of said Corporation, have
hereunto
subscribed their names and caused the seal of said Corporation to
be
affixed this 26th day of April, 1978.
MONONGAHELA POWER COMPANY
BY D. E. Hollen
Executive Vice
President
and General
Manager
[CORPORATE SEAL]
BY Paul G. Spiker
Assistant
Secretary
United States of America
State of Ohio,
Office of the Secretary of State
I, Ted W. Brown, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
Certificate of Amendment
to the Charter of
Monongahela Power Company
filed in this office on the 26th day of April A. D. 1978, and
recorded on
Roll E-410 Frame 1088 of the Records of Incorporations.
WITNESS my hand and official seal at Columbus, Ohio this 26th
day of
April A. D. 1978.
Ted W. Brown
Ted W. Brown
Secretary of State
[SEAL]
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
D. E. Hollen, President, and Paul G. Spiker, Assistant
Secretary, of
Monongahela Power Company, an Ohio corporation, do hereby certify
that on
May 1, 1981, the following resolution was adopted in a writing
approved
and signed as specified in Section 1701.54 of the Revised Code of
Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows:
'The total number of shares of all classes of stock
which the
Corporation shall have authority to issue is 6 150 000, of
which
690 000 shares of the par value of $100 each shall be
Cumulative
Preferred Stock, issuable in series as hereinafter provided,
and
5 460 000, shares of the par value of $50 each shall be Common
Stock.
The authorized number of shares without par value of the
Corporation
is none.'"
IN WITNESS WHEREOF, D. E. Hollen, President, and Paul G.
Spiker,
Assistant Secretary, of Monongahela Power Company, acting for and
on
behalf of said Corporation, have hereunto subscribed their names
and
caused the seal of said Corporation to be affixed this 4th day of
May,
1981.
MONONGAHELA POWER COMPANY
BY D. E. Hollen
President
[CORPORATE SEAL]
BY Paul G. Spiker
Assistant
Secretary
United States of America
State of Ohio,
Office of the Secretary of State
I, Anthony J. Celebrezze, Jr., Secretary of State of the State
of
Ohio, do hereby certify that the foregoing is an exemplified copy,
carefully compared by me with the original record now in my
official
custody as Secretary of State, and found to be true and correct, of
the
Certificate of Amendment
to the Charter of
Monongahela Power Company
filed in this office on the 4th day of May A. D. 1981, and recorded
on
Roll E-899 Frame 1139 of the Records of Incorporations.
WITNESS my hand and official seal at Columbus, Ohio this 4th
day of
May A. D. 1981.
Anthony J. Celebrezze,
Jr.,
Anthony J. Celebrezze,
Jr.,
Secretary of State
[SEAL]
[CONFORMED COPY]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
D. E. Hollen, President, and Paul G. Spiker, Assistant
Secretary, of
Monongahela Power Company, an Ohio corporation, do hereby certify
that on
June 18, 1981, the following resolution was adopted in a writing
approved
and signed as specified in Section 1701.54 of the Revised Code of
Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows:
'The total number of shares of all classes of stock
which the
Corporation shall have authority to issue is 6 400 000, of
which
940 000 shares of the par value of $100 each shall be
Cumulative
Preferred Stock, issuable in series as hereinafter provided,
and
5 460 000 shares of the par value of $50 each shall be Common
Stock.
The authorized number of shares without par value of the
Corporation
is none.'"
IN WITNESS WHEREOF, D. E. Hollen, President, and Paul G.
Spiker,
Assistant Secretary, of Monongahela Power Company, acting for and
on
behalf of said Corporation, have hereunto subscribed their names
and
caused the seal of said Corporation to be affixed this 18th day of
June,
1981.
MONONGAHELA POWER COMPANY
BY D. E. Hollen
President
[CORPORATE SEAL]
BY Paul G. Spiker
Assistant
Secretary
United States of America
State of Ohio,
Office of the Secretary of State
I, Anthony J. Celebrezze, Jr., Secretary of State of the State
of
Ohio, do hereby certify that the foregoing is an exemplified copy,
carefully compared by me with the original record now in my
official
custody as Secretary of State, and found to be true and correct, of
the
Certificate of Amendment
to the Charter of
Monongahela Power Company
filed in this office on the 18th day of June A. D. 1981, and
recorded on
Roll E-919 Frame 0587 of the Records of Incorporations.
WITNESS my hand and official seal at Columbus, Ohio this 18th
day of
June A. D. 1981.
Anthony J. Celebrezze,
Jr.,
Anthony J. Celebrezze,
Jr.,
Secretary of State
[SEAL]
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
D. E. Hollen, President, and Paul G. Spiker, Assistant
Secretary, of
Monongahela Power Company, an Ohio corporation (the Corporation),
do
hereby certify that the following resolutions were adopted by the
Board of
Directors of the Corporation at a meeting duly called and held on
June 25,
1981, pursuant to the authority granted to said Board in the third
paragraph of Section 1.5 of the Charter of the Corporation to fix
by
resolution or resolutions the designations and certain of the
powers,
preferences and rights of shares of the several series of
Cumulative
Preferred Stock of the Corporation:
RESOLVED, that the second paragraph of subdivision (1) of
Section 1.5
of the Charter of the Corporation is hereby amended in its entirety
to
read as follows:
"90 000 shares of the Cumulative Preferred Stock shall
be a
series of said Cumulative Preferred Stock designated as the
4.40%
Cumulative Preferred Stock; 40 000 shares of the Cumulative
Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated
as the 4.80% Cumulative Preferred Stock, Series B; 60 000
shares of
the Cumulative Preferred Stock shall be a series of the
Cumulative
Preferred Stock designated as the 4.50% Cumulative Preferred
Stock,
Series C; 50 000 shares of the Cumulative Preferred Stock
shall be a
series of the Cumulative Preferred Stock designated as the
$6.28
Cumulative Preferred Stock, Series D; 50 000 shares of the
Cumulative
Preferred Stock shall be a series of the Cumulative Preferred
Stock
designated as the $7.36 Cumulative Preferred Stock, Series E;
50 000
shares of the Cumulative Preferred Stock shall be a series of
the
Cumulative Preferred Stock designated as the $9.64 Cumulative
Preferred Stock, Series F; 50 000 shares of the Cumulative
Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated
as the $8.80 Cumulative Preferred Stock, Series G; 50 000
shares of
the Cumulative Preferred Stock shall be a series of the
Cumulative
Preferred Stock designated as the $7.92 Cumulative Preferred
Stock,
Series H; 100 000 shares of the Cumulative Preferred Stock
shall be
a series of the Cumulative Preferred Stock designated as the
$7.92
Cumulative Preferred Stock, Series I; 150 000 shares of the
Cumulative Preferred Stock shall be a series of the Cumulative
Preferred Stock designated as the $8.60 Cumulative Preferred
Stock,
Series J; and 250 000 shares of the Cumulative Preferred Stock
shall
be a series of the Cumulative Preferred Stock designated as
the $15
Cumulative Preferred Stock, Series K."
AND FURTHER RESOLVED, that Section 1.5 of the Charter of the
Corporation is hereby amended to add the following additional
paragraph I
to subdivision (4):
"I. The following is a statement of the powers,
preferences and
rights of the $15 Cumulative Preferred Stock, Series K, to the
extent
not set forth elsewhere herein:
(a) The annual rate of dividends payable on shares
of such
series shall be $15.00, and the date from which
dividends shall
be cumulative on all shares of such series issued prior
to the
record date for the first dividend on shares of such
series
shall be July 2, 1981;
(b) Before July 1, 1986, no shares of such series
may be
redeemed directly or indirectly with or in anticipation
of (i)
moneys borrowed at an interest cost to the Corporation
of less
than 15.041% a year or (ii) the proceeds of preferred
stock sold
by the Corporation where the division of the annual
dollar
dividend rate per share of such stock by the price
received by
the Corporation per share of such stock (exclusive of
accrued
dividends and after deducting from such price the amount
per
share of any compensation paid by the Corporation for
the sale,
underwriting or purchase of such shares by underwriters
or
dealers or others performing similar services) produces
a
quotient of less than 15.041%. Otherwise the shares of
such
series may be redeemed, as a whole or in part, by the
Corporation at any time or from time to time;
(c) The redemption price for shares of such series,
other
than shares redeemed pursuant to subparagraph (d)
hereof, shall
be $115.00 per share if redeemed on or before July 1,
1986;
$111.25 per share if redeemed thereafter and on or
before
July 1, 1991; $107.50 per share if redeemed thereafter
and on or
before July 1, 1996; and $103.75 per share if redeemed
after
July 1, 1996 (together, in each case, as provided in the
Charter
of the Corporation, with an amount, in the case of each
share,
computed at the rate of $15.00 per annum from the date
on which
dividends on such share became cumulative to and
including the
date of redemption, less the aggregate of all dividends
theretofore paid thereon);
(d) Shares of such series shall be entitled to the
benefits
of a sinking fund as follows:
(i) So long as any shares of such series are
outstanding, the Corporation shall, as a sinking
fund for
the retirement of shares of such series, redeem,
out of
funds legally available therefor, 12 500 shares of
such
series on July 1 in each year, commencing with
1987, in
each case at $100.00 per share (together, in each
case, as
provided in the Charter of the Corporation, with an
amount,
in the case of each share, computed at the rate of
$15.00
per annum from the date on which dividends on such
share
became cumulative to and including the date of
redemption,
less the aggregate of all dividends theretofore
paid
thereon). The Corporation shall have the option
also on
July 1 in each year, commencing with 1987, to
redeem up to
an additional 12 000 shares of such series in each
case at
$100.00 per share (together, in each case, as
provided in
the Charter of the Corporation, with an amount, in
the case
of each share, computed at the rate of $15.00 per
annum
from the date on which dividends on such share
became
cumulative to and including the date of redemption,
less
the aggregate of all dividends theretofore paid
thereon);
the right to redeem such additional shares in each
year
shall be noncumulative;
(ii) All redemptions pursuant to this
subparagraph (d)
shall be made in accordance with subdivision (8) of
Section
1.5 of the Charter of the Corporation. Shares of
such
series theretofore redeemed or otherwise acquired
by the
Corporation which have not been previously credited
against
the mandatory sinking fund requirement set forth in
this
subparagraph (d) may, at the election of the
Corporation,
be credited against, and shall to the extent
thereof
relieve the Corporation from, the mandatory sinking
fund
requirement set forth in this subparagraph (d); and
(iii) If the Corporation should for any reason
fail to
meet the mandatory sinking fund requirement set
forth in
this subparagraph (d), the mandatory sinking fund
requirement for the next year shall be increased by
the
amount of the deficiency, and, so long as any
shares of
such series shall remain outstanding, in no event
shall any
dividends, whether in cash or property, be paid or
declared, or any distribution made, on any stock
(in this
subdivision called "junior stock") of the
Corporation
ranking junior to the Cumulative Preferred Stock as
to
dividends or assets nor shall any shares of any
junior
stock be purchased, redeemed or otherwise acquired
for
value by the Corporation or any subsidiary of the
Corporation unless the Corporation shall have
redeemed,
pursuant to this subparagraph (d), the number of
shares of
such series required to have been theretofore
redeemed
pursuant to subparagraph (d) (i) hereof (after
adjustment
for any credit pursuant to subparagraph (d) (ii)
hereof but
without reference to any provision of subparagraph
(d) (i)
hereof which limits the requirement to make such
redemption), but a deficiency in meeting the
sinking fund
requirements shall have no other consequences. The
provisions of this subparagraph (d) (iii) shall
not,
however, apply to any dividend or distribution
payable or
made in any junior stock, or to any acquisition of
shares
of any junior stock in exchange for shares of any
other
junior stock;
(e) The amount payable on shares of such series in
the
event of any voluntary liquidation, dissolution or
winding up of
the affairs of the Corporation shall be an amount per
share
equal to the then current redemption price thereof set
forth in
subparagraph (c) hereof, and the amount payable on
shares of
such series in the event of any involuntary liquidation,
dissolution, or winding up of the affairs of the
Corporation
shall be the par value thereof (together, in each case,
as
provided in the Charter of the Corporation, with an
amount, in
the case of each share, computed at the rate of $15.00
per annum
from the date on which dividends on such share became
cumulative
to and including the date of redemption, less the
aggregate of
all dividends theretofore paid thereon);
(f) The holders of shares of such series shall not
have the
right to convert such shares into shares of the stock of
the
Corporation of any class or of any series of any class;
and
(g) The shares of such series shall not have any
powers,
preferences and rights other than as set forth in the
Charter of
the Corporation."
IN WITNESS WHEREOF, D. E. Hollen, President, and Paul G.
Spiker,
Assistant Secretary, of Monongahela Power Company, acting for and
on
behalf of the Corporation, have hereunto subscribed their names and
caused
the seal of the Corporation to be affixed this 25th day of June,
1981.
MONONGAHELA POWER COMPANY
By D. E. HOLLEN
President
By PAUL G. SPIKER
Assistant
Secretary
[CORPORATE SEAL]
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, ANTHONY J. CELEBREZZE, JR., Secretary of State of the State
of
Ohio, do hereby certify that the foregoing is an exemplified copy,
carefully compared by me with the original record now in my
official
custody as Secretary of State, and found to be true and correct, of
the
Certificate of Amendment
to Articles of Incorporation
of
MONONGAHELA POWER COMPANY
(Ohio corporation, #111552)
filed in this office on the 25th day of June A. D. 1981 and
recorded on
Roll E922, Frame 1796 of the Records of Incorporations.
[SEAL] WITNESS my hand and official
seal at
Columbus, Ohio, this 25th day
of June
A. D. 1981
ANTHONY J. CELEBREZZE,
JR.
Anthony J. Celebrezze,
Jr.
Secretary of State
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
D. E. Hollen, President, and B. A. Hitchcock, Assistant
Secretary, of
Monongahela Power Company, an Ohio corporation (the Corporation),
do
hereby certify that the following resolutions were adopted by the
Board of
Directors of the Corporation at a meeting duly called and held on
October 2, 1986, pursuant to the authority granted to said Board in
the
third paragraph of Section 1.5 of the Charter of the Corporation to
fix by
resolution or resolutions the designations and certain of the
powers,
preferences and rights of shares of the several series of
Cumulative
Preferred Stock of the Corporation.
RESOLVED, that the second paragraph of subdivision (1) of
Section 1.5
of the Charter of the Corporation is hereby amended in its entirety
to
read as follows:
"90 000 shares of the Cumulative Preferred Stock shall
be a
series of said Cumulative Preferred Stock designated as the
4.40%
Cumulative Preferred Stock; 40 000 of the Cumulative Preferred
Stock
shall be a series of the Cumulative Preferred Stock designated
as the
4.80% Cumulative Preferred Stock, Series B; 60 000 shares of
the
Cumulative Preferred Stock shall be a series of the Cumulative
Preferred Stock designated as the 4.50% Cumulative Preferred
Stock,
Series C; 50 000 shares of the Cumulative Preferred Stock
shall be a
series of the Cumulative Preferred Stock designated as the
$6.28
Cumulative Preferred Stock, Series D; 50 000 shares of the
Cumulative
Preferred Stock shall be a series of the Cumulative Preferred
Stock
designated as the $7.36 Cumulative Preferred Stock, Series E;
50 000
shares of Cumulative Preferred Stock shall be a series of the
Cumulative Preferred Stock designated as the $9.64 Cumulative
Preferred Stock, Series F; 50 000 shares of the Cumulative
Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated
as the $8.80 Cumulative Preferred Stock, Series G; 50 000
shares of
the Cumulative Preferred Stock shall be a series of the
Cumulative
Preferred Stock designated as the $7.92 Cumulative Preferred
Stock,
Series H; 100 000 shares of the Cumulative Preferred Stock
shall be
a series of the Cumulative Preferred Stock designated as the
$7.92
Cumulative Preferred Stock, Series I; 150 000 shares of the
Cumulative Preferred Stock shall be a series of the Cumulative
Preferred Stock designated as the $8.60 Cumulative Preferred
Stock,
Series J; and 250 000 shares of the Cumulative Preferred Stock
shall
be authorized but unissued shares and which may hereafter be
reclassified and reissued by the Board of Directors in the
same
manner as any other authorized and unissued shares of
Cumulative
Preferred Stock.
AND FURTHER RESOLVED, that paragraph I of subdivision (4) of
Section
1.5 of the Charter of the Corporation is hereby deleted, cancelled
and
removed from said Charter.
IN WITNESS WHEREOF, D. E. Hollen, President, and B. A.
Hitchcock,
Assistant Secretary, of Monongahela Power Company, acting for and
on
behalf of the Corporation, have hereunto subscribed their names and
caused
the seal of the Corporation to be affixed this 31st day of October,
1986.
MONONGAHELA POWER COMPANY
By: D. E. Hollen
President
By: B. A. Hitchcock
Assistant
Secretary
(CORPORATE SEAL)
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, SHERROD BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
Certificate of Amendment
of
MONONGAHELA POWER COMPANY
(AN OHIO CORPORATION0
CHARTER NO. 111552
filed in this office on the 4th day of November A. D. 1986 and
recorded on
Roll G031, Frame 1191 of the Records of Incorporations.
[SEAL] WITNESS my hand and official
seal at
Columbus, Ohio, this 4th day
of
November, A.D. 1986
SHERROD BROWN
Sherrod Brown
Secretary of State
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
B. H. Hayes, President, and C. S. Mullett, Secretary, of
Monongahela
Power Company, an Ohio corporation, do hereby certify that on June
4,
1987, the following resolution was adopted in a writing approved
and
signed as specified in Section 1701.54 of the Revised Code of Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows:
'The total number of shares of all classes of stock
which the
Corporation shall have authority to issue is 7 940 000, of
which
940 000 shares of the par value of $100 each shall be
Cumulative
Preferred Stock, issuable in series as hereinafter provided,
and
7 000 000 shares of the par value of $50 each shall be Common
Stock.
The authorized number of shares without par value of the
Corporation
is none.'"
IN WITNESS WHEREOF, B. H. Hayes, President, and C. S. Mullett,
Secretary, of Monongahela Power Company, acting for and on behalf
of said
Corporation, have hereunto subscribed their names and caused the
seal of
said Corporation to be affixed this 5th day of February, 1988.
MONONGAHELA POWER COMPANY
BY B. H. Hayes
President
[CORPORATE SEAL]
BY C. S. Mullett
Secretary
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, SHERROD BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
Certificate of Amendment
of
MONONGAHELA POWER COMPANY
(AN OHIO CORPORATION0
CHARTER NO. 111552
filed in this office on the 9th day of February A. D. 1988 and
recorded on
Roll G335, Frame 0490 of the Records of Incorporations.
[SEAL] WITNESS my hand and official
seal at
Columbus, Ohio, this 9th day
of
February, A.D. 1988
SHERROD BROWN
Sherrod Brown
Secretary of State
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
B. H. Hayes, President, and C. S. Mullett, Secretary, of
Monongahela
Power Company, an Ohio corporation, do hereby certify that on June
4,
1987, the following resolution was adopted in a writing approved
and
signed as specified in Section 1701.54 of the Revised Code of Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows:
'The total number of shares of all classes of stock
which the
Corporation shall have authority to issue is 7 940 000, of
which
940 000 shares of the par value of $100 each shall be
Cumulative
Preferred Stock, issuable in series as hereinafter provided,
and
7 000 000 shares of the par value of $50 each shall be Common
Stock.
The authorized number of shares without par value of the
Corporation
is none.'"
IN WITNESS WHEREOF, B. H. Hayes, President, and C. S. Mullett,
Secretary, of Monongahela Power Company, acting for and on behalf
of said
Corporation, have hereunto subscribed their names and caused the
seal of
said Corporation to be affixed this 5th day of February, 1988.
MONONGAHELA POWER COMPANY
BY B. H. Hayes
President
[CORPORATE SEAL]
BY C. S. Mullett
Secretary
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE.
I, SHERROD BROWN, Secretary of State of the State of Ohio, do
hereby
certify that the foregoing is an exemplified copy, carefully
compared by
me with the original record now in my official custody as Secretary
of
State, and found to be true and correct, of the
Certificate of Amendment
of
MONONGAHELA POWER COMPANY
(AN OHIO CORPORATION0
CHARTER NO. 111552
filed in this office on the 9th day of February A. D. 1988 and
recorded on
Roll G335, Frame 0490 of the Records of Incorporations.
[SEAL] WITNESS my hand and official
seal at
Columbus, Ohio, this 9th day
of
February, A.D. 1988
SHERROD BROWN
Sherrod Brown
Secretary of State
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
B. H. Hayes, President, and C. S. Mullett, Secretary, of
Monongahela
Power Company, an Ohio corporation, do hereby certify that on
February 6,
1992, the following resolution was adopted in a writing approved
and
signed as specified in Section 1701.54 of the Revised Code of Ohio:
"RESOLVED, that the second paragraph of Section 1.5 of
the
Charter of Monongahela Power Company, an Ohio corporation, is
hereby
amended in its entirety to read as follows: 'The total number
of
shares of all classes of stock which the Corporation shall
have
authority to issue is 9 500 000, of which 1 500 000 shares of
the par
value of $100 each shall be Cumulative Preferred Stock,
issuable in
series as hereinafter provided, and 8 000 000 shares of the
par value
of $50 each shall be Common Stock. The authorized number of
shares
without par value of the Corporation is none.'"
IN WITNESS WHEREOF, B. H. Hayes, President, and C. S. Mullett,
Secretary, of Monongahela Power Company, acting for and on behalf
of said
Corporation, have hereunto subscribed their names and caused the
seal of
said Corporation to be affixed this the 31st day of March, 1992.
MONONGAHELA POWER COMPANY
By B. H. HAYES
President
[CORPORATE SEAL]
By C. S. MULLETT
Secretary
THE STATE OF OHIO
BOB TAFT
Secretary of State
111552
CERTIFICATE
It is hereby certified that the Secretary of State of Ohio has
custody of
the Records of Incorporation and Miscellaneous Filings; that said
records
show the filing and recording of: AMD TIC INC of: MONONGAHELA
POWER
COMPANY.
UNITED STATES OF AMERICA
STATE OF OHIO
OFFICE OF THE SECRETARY OF STATE
Recorded on Roll H345 at Frame 1792 of
the
Records of Incorporation and
Miscellaneous
Filings.
Witness my hand and the seal of the
Secretary of
State at Columbus, Ohio, this 30th day of
April,
A.D. 1992.
BOB TAFT
Bob Taft
Secretary of State
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
B. H. Hayes, President, and C. S. Mullett, Secretary, of
Monongahela Power Company,
an Ohio Corporation (the Corporation), do hereby certify that on
December 13, 1993, the
following resolutions were adopted in a writing approved and signed
as specified in Section
1701.54 of the Revised Code of Ohio:
RESOLVED, that the second paragraph of subdivision
(1) of Section
1.5 of the Charter of the Corporation is hereby amended in its
entirety to read as
follows:
"90,000 shares of the Cumulative Preferred Stock
shall be a
series of said Cumulative Preferred Stock designated as
the 4.40%
Cumulative Preferred Stock; 40,000 shares of the
Cumulative
Preferred Stock shall be a series of the Cumulative
Preferred Stock
designated as the 4.80% Cumulative Preferred Stock,
Series B;
60,000 shares of the Cumulative Preferred Stock shall be
a series of
the Cumulative Preferred Stock designated as the 4.50%
Cumulative
Preferred Stock, Series C; 50,000 shares of the
Cumulative
Preferred Stock shall be a series of the Cumulative
Preferred Stock
designated as the $6.28 Cumulative Preferred Stock,
Series D;
50,000 shares of the Cumulative Preferred Stock shall be
a series of
the Cumulative Preferred Stock designated as the $7.36
Cumulative
Preferred Stock, Series E; 50,000 shares of the
Cumulative Preferred
Stock shall be a series of the Cumulative Preferred
Stock designated
as the $8.80 Cumulative Preferred Stock, Series G;
50,000 shares
of the Cumulative Preferred Stock shall be a series of
the Cumulative
Preferred Stock designated as the $7.92 Cumulative
Preferred
Stock, Series H; 100,000 shares of the Cumulative
Preferred Stock
shall be a series of the Cumulative Preferred Stock
designated as the
$7.92 Cumulative Preferred Stock, Series I; 150,000
shares of the
Cumulative Preferred Stock shall be a series of the
Cumulative
Preferred Stock designated as the $8.60 Cumulative
Preferred
Stock, Series J; and 860,000 shares of the Cumulative
Preferred
Stock shall be authorized but unissued shares and which
may
hereafter be reclassified and reissued by the Board of
Directors in
the same manner as any other authorized and unissued
share of
Cumulative Preferred Stock."
AND FURTHER RESOLVED, that paragraph D of
subdivision (4) of
Section 1.5 of the Charter of the Corporation is hereby
deleted, cancelled and
removed from said Charter and that the remaining paragraphs,
E, F, G and H of
said subdivision be renumbered as paragraphs D, E, F and G
respectively.
IN WITNESS WHEREOF, B. H. Hayes, President, and C. S. Mullett,
Secretary, of
Monongahela Power Company, acting for and on behalf of the
Corporation, have hereunto
subscribed their names and caused the seal of the Corporation to be
affixed this the 14th day
of December, of 1993.
MONONGAHELA POWER COMPANY
By: B. H. HAYES
B. H. Hayes
President
[CORPORATE SEAL]
By: C. S. MULLETT
C. S. Mullett
Secretary
RECEIVED
December 15, 1993
BOB TAFT
Secretary of State
State of Ohio
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
B. H. Hayes, President, and C. S. Mullett, Secretary, of
Monongahela Power Company, an Ohio Corporation (the Corporation),
do hereby certify that the following resolutions were adopted under
authority of the actions of the Board of Directors taken at the
February 3, 1994 and April 28, 1994 meetings in accordance with
Section 1701.70 of the Revised Code of Ohio:
RESOLVED, that the second paragraph of subdivision (1) of
Section 1.5 of the Charter of the Corporation is hereby amended in
its entirety to read as follows:
"90,000 shares of the Cumulative Preferred Stock
shall be a series of said Cumulative Preferred Stock
designated as the 4.40% Cumulative Preferred Stock;
40,000 shares of the Cumulative Preferred Stock shall be
a series of the Cumulative Preferred Stock designated as
the 4.80% Cumulative Preferred Stock, Series B; 60,000
shares of the Cumulative Preferred Stock shall be a
series of the Cumulative Preferred Stock designated as
the 4.50% Cumulative Preferred Stock, Series C; 50,000
shares of the Cumulative Preferred Stock shall be a
series of the Cumulative Preferred Stock designated as
the $6.28 Cumulative Preferred Stock, Series D; 50,000
shares of the Cumulative Preferred Stock shall be a
series of the Cumulative Preferred Stock designated as
the $7.36 Cumulative Preferred Stock, Series E; 50,000
shares of the Cumulative Preferred Stock shall be a
series of the Cumulative Preferred Stock designated as
the $8.80 Cumulative Preferred Stock, Series G; 50,000
shares of the Cumulative Preferred Stock shall be a
series of the Cumulative Preferred Stock designated as
the $7.92 Cumulative Preferred Stock, Series H; 100,000
shares of the Cumulative Preferred Stock shall be a
series of the Cumulative Preferred Stock designated as
the $7.92 Cumulative Preferred Stock, Series I; 150,000
shares of the Cumulative Preferred Stock shall be a
series of the Cumulative Preferred Stock designated as
the $8.60 Cumulative Preferred Stock, Series J; 500,000
shares of the Cumulative Preferred Stock shall be a
series of the Cumulative Preferred Stock designated as
the $7.73 Cumulative Preferred Stock, Series L."
AND FURTHER RESOLVED, that Section 1.5 of the Charter of the
Corporation is hereby amended to add the following additional
paragraph H to subdivision (4):
"H. The following is a statement of the powers,
preferences and rights of the $7.73 Cumulative Preferred
Stock, Series L, to the extent not set forth elsewhere
herein:
(a) The annual rate of dividends payable on shares of
such series shall be $7.73, and the date from which
dividends shall be cumulative on all shares of such
series issued prior to the record date for the first
dividend on shares of such series shall be May 11, 1994.
(b) Before August 1, 2004, no shares of such series may
be redeemed directly or indirectly. On and after such
date, the Corporation may redeem the shares of such
series, as a whole or in part, at any time or from time
to time, at the par value thereof;
(c) The amount payable on shares of such series in the
event of any voluntary liquidation, dissolution or
winding up of the affairs of the Corporation and the
amount payable on shares of such series in the event of
any involuntary liquidation, dissolution, or winding up
of the affairs of the Corporation shall be the par value
thereof;
(d) The holders of shares of such series shall not have
the right to convert such shares into shares of the stock
of the Corporation of any class or of any series of any
class; and
(e) The shares of such series shall not have any powers,
preferences and rights other than as set forth in the
Charter of the Corporation."
IN WITNESS WHEREOF, B. H. Hayes, President, and C. S. Mullett,
Secretary, of Monongahela Power Company, acting for and on behalf
of the Corporation, have hereunto subscribed their names and caused
the seal of the Corporation to be affixed this 4th day of May, of
1994.
MONONGAHELA POWER COMPANY
By: B. H. HAYES
B. H. Hayes
President
[CORPORATE SEAL]
By: C. S. MULLETT
C. S. Mullett
Secretary
UNITED STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF THE SECRETARY OF STATE
I, BOB TAFT, Secretary of State of the State of Ohio, do
hereby certify that the foregoing is a true and correct copy,
consisting of 2 pages, as taken from the original record now in my
official custody as Secretary of State.
WITNESS my hand and official seal at
Columbus, Ohio, this 9th day of May
A.D. 1994
(SEAL)
BOB TAFT
Bob Taft
Secretary of State
by: S. HENDERSON
S. Henderson
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
M. W. Bomar, Vice President, and Thomas C. Sheppard, Jr., Assistant
Secretary, of Monongahela Power Company, an Ohio Corporation (the
Corporation), do hereby certify that the following resolution was adopted
by the Board of Directors at its May 11, 1995 meeting in accordance with
Section 1701.70 of the Revised Code of Ohio:
RESOLVED, that the officers of the Company are hereby
authorized to amend the Articles of Incorporation of the
Corporation and make the necessary filings of such amendments
with the Secretary of State for the State of Ohio, to reduce the
number of authorized shares of cumulative preferred stock of the
Company by the number represented by the redemption of the
redeemed preferred stocks;
Accordingly, pursuant to Section 1701.73 and 1701.64 of the Revised
Code of Ohio, Monongahela Power Company does hereby present the following
amendments to the Charter of the Corporation under authority granted by
the Resolution adopted by the Board of Directors at said May 11, 1995
meeting.
That the second paragraph of subdivision (1) of Section 1.5 of
the Charter of the Corporation is hereby amended in its entirety to
read as follows:
"90,000 shares of the Cumulative Preferred Stock
shall be a series of said Cumulative Preferred Stock
designated as the 4.40% Cumulative Preferred Stock;
40,000 shares of the Cumulative Preferred Stock shall
be a series of the Cumulative Preferred Stock
designated as the 4.80% Cumulative Preferred Stock,
Series B; 60,000 shares of the Cumulative Preferred
Stock shall be a series of the Cumulative Preferred
Stock designated as the 4.50% Cumulative Preferred
Stock, Series C; 50,000 shares of the Cumulative
Preferred Stock shall be a series of the Cumulative
Preferred Stock designated as the $6.28 Cumulative
Preferred Stock, Series D; 500,000 shares of the
Cumulative Preferred Stock shall be a series of the
Cumulative Preferred Stock designated as the $7.73
Cumulative Preferred Stock, Series L; and 760,000
shares of the Cumulative Preferred Stock shall be
authorized but unissued shares of which 700,000 shares
represent previously redeemed Cumulative Preferred
Stock which may hereafter be reclassified and reissued
by the Board of Directors in the same manner as any
other authorized and unissued shares of Cumulative
Preferred Stock."
AND FURTHER, that paragraphs C, D, E, F, and G of subdivision (4) of
Section 1.5 of the Charter of the Corporation are hereby deleted,
cancelled and removed from said Charter and that the remaining paragraph,
H of said subdivision be renumbered as paragraph C.
IN WITNESS WHEREOF, M. W. Bomar, Vice President, and Thomas C.
Sheppard, Jr., Assistant Secretary, of Monongahela Power Company, acting
for and on behalf of the Corporation, have hereunto subscribed their names
and caused the seal of the Corporation to be affixed this 20th day of
September, of 1995.
MONONGAHELA POWER COMPANY
By: M. W. BOMAR
M. W. Bomar
Vice President
[CORPORATE SEAL]
By: THOMAS C. SHEPPARD, JR.
Thomas C. Sheppard, Jr.
Assistant Secretary
CODE OF REGULATIONS
OF
MONONGAHELA POWER COMPANY
(As Amended)
September 7, 1995
**********
ARTICLE I
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders shall be held at the office of the Company, in the City of
Marietta, Ohio, or the City of Fairmont, West Virginia, as designated in
the notice of such meeting, at 10 o'clock in the forenoon on the Third
Monday in April in each year, or, if that be a legal holiday, then on the
next business day, for the purpose of electing directors and for the
transaction of such other business as may properly be brought before the
meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders may be called at any time by a majority of the members of the
Board of Directors or by the Chairman of the Board, the President, any
Vice President, or the Secretary, or any number of shareholders owning in
the aggregate at lest twenty-five percent of the number of shares
outstanding and entitled to vote. Special meetings of the shareholders
may be held either within or without the State of Ohio.
SECTION 3. NOTICE OF MEETINGS. Notice of each annual or special
meeting of the shareholders shall be given in writing by the Secretary, or
in case of his refusal, by the shareholders, person or persons entitled to
call such meeting, and shall state the purpose or purposes for which the
meeting is called and the time when and the place where it is to be held.
A copy of such notice shall be served upon or mailed to each shareholder
of record entitled to vote at such meeting or entitled to notice thereof
not more than sixty days nor less than seven days before such meeting. If
mailed, such notice shall be directed to the shareholder at his address as
it appears upon the records of the Corporation. Notice of the time, place
and purposes of any meeting of shareholders may be waived in writing,
either before or after the holding of such meeting, by any shareholder,
which writing shall be filed with the records of the meeting.
SECTION 4. QUORUM. A quorum of the shareholders shall consist of
the shareholders owning at least a majority of all of the shares entitled
to vote at the meeting except that, at any meeting of shareholders for the
election of directors when the holders of Cumulative Preferred Stock shall
be entitled to elect a majority of the Board of Directors, a quorum shall
be as provided in the Charter. Any number less than a quorum present may
adjourn any shareholders' meeting until a quorum is present.
SECTION 5. CHAIRMAN. Meetings of the shareholders shall be
presided over by the Chairman of the Board or, in his absence, by the
President or, in his absence, by a Vice President or, if no such officer
is present, by a Chairman to be chosen at the meeting. The Secretary of
the Company or, in his absence, an Assistant Secretary or, if no such
officer is present, a secretary appointed at the meeting shall act as
secretary of such meeting.
SECTION 6. VOTING. In all elections of directors each
shareholder shall have the right to cast one vote for each share owned by
him and entitled to a vote, and he may cast the same in person or by proxy
for as many persons as there are directors to be elected, or he may
cumulate such votes and give one candidate as many votes as the number of
directors to be elected multiplied by the number of his shares shall
equal, or he may distribute them on the same principle among as many
candidates and in such manner as he shall desire.
On any question to be determined by a vote of shares at any meeting
of shareholders, other than the election of directors, each shareholder
shall be entitled to one vote for each share owned by him and entitled to
a vote at such meeting, and he may exercise this right in person or by
proxy.
SECTION 7. ANNUAL REPORT. An annual financial statement,
consisting of a balance sheet and statements of profit and loss and
surplus, duly certified in accordance with the laws of Ohio, shall be
submitted at the annual meeting of the shareholders.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. NUMBER; TIME OF HOLDING OFFICE; PRESIDING OFFICER.
The business of the Company shall be managed by its Board of Directors.
They shall be elected at each annual meeting of the shareholders or at
special meetings of shareholders held as provided in the Charter. The
Board shall consist of not more than fifteen directors, but the number of
directors may from time to time be increased to any number not exceeding
fifteen, or may be decreased to not less than three, by the affirmative
vote of a majority of the whole Board without a vote of the stockholders.
Each director shall be elected to serve until his successor shall be
elected and shall qualify but the term of office of any director shall
terminate upon the conditions and at the time specified in the Charter.
Directors need not be shareholders or residents of the State of Ohio.
SECTION 2. EXECUTIVE AND OTHER COMMITTEES. The Board may create
an Executive Committee or any other Committee of the directors to consist
of not less than three directors. Each other Committee shall have such
authority as the Board shall give it. The Board may appoint one or more
directors as alternate members of the Executive Committee or any other
Committee to take the place of any absent member or members at any meeting
thereof. The Executive Committee and each other Committee may act by a
writing or writings signed by all its members or by means of conference
telephone or similar communications equipment by which all persons
participating can simultaneously hear each other. Participation in a
meeting by these communications means constitutes presence in person at
the meeting. The Executive Committee, except when the Board of Directors
is in session, shall possess and exercise all of the authority and powers
of the Board of Directors however conferred, other than that of filling
vacancies among the directors or in any committee of the directors.
SECTION 3. VACANCIES. Vacancies in the Board of Directors
(including those created by an increase in the number of directors) may be
filled by a majority of the remaining directors, though less than a
quorum, except that vacancies occurring at a time when the holders of
Cumulative Preferred Stock are entitled to elect a majority of the Board
of Directors shall be filled as provided in the Charter.
SECTION 4. PLACE OF MEETINGS. Meetings of the Board may be held
at any place within or without the State of Ohio.
SECTION 5. CALLING AND NOTICE OF MEETINGS. Meetings of the Board
may be called by the Chairman of the Board, the President, any Vice
President, or any two directors. Notice need not be given of any meeting
of the Board if the time and place of such meeting are specified in a
resolution of the Board prior to the meeting and if notice of the adoption
of such resolution is given, in the manner herein provided for giving
notice of meetings, to each director who was absent from the meeting at
which the resolution was adopted. Notice need not be given of any
adjourned meeting other than by announcement at the meeting at which the
adjournment is taken. Except as otherwise required by law, notice of the
time and place of each other meeting of the Board shall be given to each
director in writing at least two days, or given personally or by telephone
at least 24 hours, before the time for the meeting. Such notice need not
specify the purposes of the meeting.
SECTION 6. WAIVER OF NOTICE OF MEETING. No notice of the time,
place or purpose of any meeting of stockholders or directors, or of any
committee, or any publication thereof, whether prescribed by law, by the
Charter, or by this Code of Regulations, need be given to any person who
attends the meeting without protesting, prior to or at the commencement of
the meeting, the lack of proper notice, or who, in writing executed either
before or after the meeting and filed with records of the meeting, waives
such notice, and such attendance or waiver shall be deemed equivalent to
notice.
SECTION 7. QUORUM. One third of the authorized number of
directors, but not less than two directors, shall be necessary and
sufficient to constitute a quorum for a meeting of the Board. If a quorum
shall not be present, the directors present thereat may adjourn the
meeting from time to time until a quorum shall be present. The act of a
majority of the directors present at any meeting at which there is a
quorum present or by a writing or writings signed by all its members or by
means of conference telephone or similar communications equipment by which
all persons participating can simultaneously hear each other shall be the
act of the Board of Directors. Participation in a meeting by these
communications means constitutes presence in person at the meeting.
SECTION 8. POWERS OF DIRECTORS. The Board may exercise all of
the powers of the Company, except such as are by law or by the Charter or
by the Regulations conferred upon or reserved to the shareholders.
SECTION 9. COMPENSATION OF DIRECTORS. In addition to
reimbursement of his reasonable expenses incurred in attending meetings or
otherwise in connection with his attention to the affairs of the Company,
each director, as such, and as a member of the Executive Committee or of
any other Committee of the Board, shall be entitled to receive such
remuneration as may be fixed from time to time by the Board of Directors,
in the form either of payment at the rate of a fixed sum per month or of
fees for attendance at meetings of the Board and committees thereof.
ARTICLE III
OFFICERS
SECTION 1. OFFICERS. The Board shall, at its first meeting after
each annual meeting of shareholders, choose a Chairman of the Board, a
President, one or more Vice-Presidents, a Secretary and one or more
Assistant Secretaries, a Treasurer and one or more Assistant Treasurers,
and a Controller and one or more Assistant Controllers; and it may from
time to time appoint such other officers and agents as it may deem proper.
Any two or more of the offices, except those of President and Vice-
President, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument is required by law or by the Charter or these Regulations to be
executed, acknowledged, or verified by two or more officers.
The Chairman of the Board shall be chosen from among the directors,
but no other officer need be a director.
SECTION 2. TERM OF OFFICE. All officers shall hold office until
their successors are respectively chosen and qualified or until removed.
The Board may fill any vacancy which may occur in any office. All
officers and agents shall be removable with or without cause by the Board;
provided, however, that the word "officer", as used by these Regulations,
shall not be construed to mean "director".
SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board
shall be the chief executive officer of the Company, shall preside at all
meetings of shareholders and, at all meetings of the Board of Directors
and of the Executive Committee. He shall have direct charge of the
business of the Company, subject to the control of the Board, and shall do
and perform all acts and things incidental to the position of chief
executive officer. He shall have such other powers and duties as may from
time to time be assigned to him by the Board of Directors.
SECTION 4. OTHER OFFICERS. Subject to the foregoing, the
officers of the Company shall each have such powers and duties as
generally pertain to their respective offices, as well as such powers and
duties as may from time to time be assigned to them by the Board of
Directors or the Chairman of the Board. The Treasurer and the Assistant
Treasurers may be required to give bond for the faithful discharge of
their duties, in such sum and with such surety or sureties as the Board of
Directors may from time to time prescribe.
ARTICLE IV
CAPITAL STOCK
SECTION 1. CERTIFICATES FOR SHARES. Every holder of shares of
the Company shall be entitled to one or more certificates signed by the
Chairman of the Board or the President or a Vice-President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Company, which shall certify the number and class of
shares held by him in the Company. When such certificate is countersigned
by an incorporated transfer agent or registrar, the signature of any such
officer may be facsimile.
Although any officer whose manual or facsimile signature is affixed
to such a certificate ceases to be such officer before the certificate is
delivered by the Company, such certificate nevertheless shall be effective
in all respects when delivered.
SECTION 2. TRANSFER BOOKS. A book or books for the transfer of
stock shall be kept by the Company or by one or more transfer agents
appointed by the Board.
SECTION 3. CLOSING OF BOOKS; RECORD DATE. The Board may close
the transfer books against transfers of shares during the whole or any
part of a period of sixty days preceding the date of any meeting of the
shareholders or any dividend or distribution payment date or any date for
the allotment of rights; or, in lieu of closing the transfer books, may
fix a date not earlier than the date on which it is fixed and not more
than sixty days preceding the date of any meeting of shareholders, any
dividend or distribution payment date or any date for the allotment of
rights, as a record date for the determination of the shareholders
entitled to notice of or to vote at such meeting, or to receive such
dividend, distribution or rights, as the case may be, and only
shareholders of record on such date shall be entitled to notice of or to
vote at such meeting or to receive such dividend, distribution or rights.
SECTION 4. LOST OR DESTROYED CERTIFICATES. The Board of
Directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the Company
alleged to have been lost or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate to be lost or destroyed.
When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of the lost or destroyed
certificate or certificates, or his legal representative, to advertise the
same in such manner as it shall required, and/or give the Company a bond,
in such sum as it may direct, to indemnify the Company against any claim
that may be made against it with respect to the Certificate alleged to
have been lost or destroyed.
SECTION 5. DIVIDENDS. The Board may from time to time declare
and pay dividends from the surplus of the Company whenever they shall deem
it expedient, in the exercise of their discretion, and in conformity with
the provisions of the Charter.
ARTICLE V
FISCAL YEAR AND SEAL
SECTION 1. FISCAL YEAR. The fiscal year of the Company shall
begin on the first day of January and shall end on the thirty-first day of
December in each year.
SECTION 2. CORPORATE SEAL. The corporate seal shall have
inscribed thereon "MONONGAHELA POWER COMPANY INCORPORATED 1924 OHIO".
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 6.1. The Corporation shall indemnify any person who was or
is a party or is threatened with being made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including all appeals (other than an
action, suit or proceeding by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer or employee of
the Corporation, or is or was serving at the request of the Corporation as
a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, decrees, fines, penalties and amounts paid in settlement
actually and reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith or in a manner which
he reasonably believed to be in or not opposed to the best interests of
the Corporation or, with respect to any criminal action, suit or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
SECTION 6.2. The Corporation shall indemnify any person who was or
is a party or is threatened with being made a party to any threatened,
pending or completed action, suit or proceeding, including all appeals, by
or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer or employee of
the Corporation, or is or was serving at the request of the Corporation as
a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action, suit or proceeding. The Corporation
shall also indemnify any such person against amounts paid in settlement of
such action, suit or proceeding up to the amount that would reasonably
have been expended in his defense (determined in the manner provided for
in SECTION 6.4) if such action, suit or proceeding had been prosecuted to
a conclusion. However, indemnification under this Section shall be made
only if the person to be indemnified acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of
the Corporation; and no such indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been finally
adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless, and only to the extent that, the court
or body in or before which such action, suit or proceeding was finally
determined, or any court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses or other amounts paid as such
court or body shall deem proper.
SECTION 6.3. Without limiting the right of any director, officer or
employee of the Corporation to indemnification under any other Section
hereof, if such person has been substantially and finally successful on
the merits or otherwise in defense of any action, suit or proceeding
referred to in SECTIONS 6.1 and 6.2 or in defense of any claim, issue, or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
SECTION 6.4. Any indemnification under SECTIONS 6.1 and 6.2 (unless
ordered by a court) shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the
director, officer or employee is proper in the circumstances because he
has met the applicable standard of conduct set forth in SECTIONS 6.1 and
6.2. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who are or were not
parties to or threatened with such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or even if obtainable, if a majority of
a quorum of disinterested directors so directs, by independent legal
counsel (compensated by the Corporation) in a written opinion, or (3) if
there be no disinterested directors, or if a majority of the disinterested
directors, whether or not a quorum, so directs, by the holders of a
majority of the shares entitled to vote in the election of directors
without reference to default or contingency which would permit the holders
of one or more classes of shares to vote for the election of one or more
directors.
SECTION 6.5. Expenses of each person indemnified hereunder incurred
in defending a civil, criminal, administrative or investigative action,
suit, or proceeding (including all appeals) or threat thereof, may be paid
by the Corporation in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors, whether a
disinterested quorum exists or not, upon receipt of an undertaking by or
on behalf of the director, officer or employee to repay such expenses
unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation.
SECTION 6.6. The indemnification provided by this Article shall not
be deemed exclusive of or in any way to limit any other rights to which
any person indemnified may be or may become entitled as a matter of law,
by the articles, regulations, agreements, insurance, vote of shareholders
or otherwise, with respect to action in his official capacity and with
respect to action in another capacity while holding such office and shall
continue as to a person who has ceased to be a director, officer, or
employee and shall inure to the benefit of the heirs, executors,
administrators and other legal representatives of such person.
SECTION 6.7. SECTIONS 6.1 through 6.6 of this Article shall also
apply to such other agents of the Corporation as are designated for such
purpose at any time by the Board of Directors.
SECTION 6.8. If any part of this Article shall be found, in any
action, suit or proceeding, to be invalid or ineffective, the validity and
the effect of the remaining parts shall not be affected.
SECTION 6.9. The provisions of this Article shall be applicable to
claims, actions, suits or proceedings made or commenced after the adoption
hereof, whether arising from acts or omissions to act occurring before or
after the adoption hereof.
ARTICLE VII
AMENDMENTS
The Code of Regulations of the Company or any provisions thereof, may
be adopted, repealed, amended, added to or changed at any regular or
special meeting of shareholders by the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power on such
proposal, or, without a meeting, by the written consent of the holders of
shares entitling them to exercise a majority of the voting power on such
proposal.
September 7, 1995
MONONGAHELA POWER COMPANY
VOTE AND APPROVAL
Pursuant to Article VII of the Code of Regulations of Monongahela
Power Company, an Ohio corporation, the undersigned, Allegheny Power
System, Inc., a Maryland corporation, being the holder of all of the
outstanding shares of Common Stock of Monongahela Power Company and the
only shareholder who would be entitled to vote at a meeting of the
shareholders of said Company held for the purpose of adopting the
amendment contained in the following resolution, hereby gives its written
consent to the adoption of said resolution and amendment:
RESOLVED, that effective September 7, 1995,
the third sentence of Section 1 of ARTICLE II of
the Code of Regulations is hereby amended as
follows: "The Board shall consist of not more
than fifteen directors, but the number of
directors may from time to time be increased to
any number not exceeding fifteen, or may be
decreased to not less than three, by the
affirmative vote of a majority of the whole Board
without a vote of the stockholders."
ALLEGHENY POWER SYSTEM, INC.
By RICHARD J. GAGLIARDI
Richard J. Gagliardi
Vice President
Dated: September 7, 1995
(SEAL) ATTEST:
By EILEEN M. BECK
Eileen M. Beck
Secretary
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