SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 31, 1999
For the quarterly period ended. . . . . . . . . . . . . . . . . .
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from. . . . . . . . to . . . . . . . . .
1-3103-2
Commission file number. . . . . . . . . . . . . . . . . . . . . .
New York State Electric & Gas Corporation
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Exact name of registrant as specified in its charter)
New York 15-0398550
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 3287, Ithaca, New York 14852-3287
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Address of principal executive offices) (Zip Code)
607 347-4131
Registrant's telephone number, including area code . . . . . . . .
N/A
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Former name, former address and former fiscal year, if changed since
last report.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [x] No [ ]
The number of shares of common stock (par value $6.66 2/3 per
share) outstanding as of April 30, 1999 was 64,508,477. All shares
are owned by Energy East Corporation.
<PAGE>
TABLE OF CONTENTS
PART I
Page
Item 1. Financial Statements. . . . . . . . . 1
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
(a) Results of Operations . . . 7
(b) Liquidity and Capital Resources. 7
PART II
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. . . . . . . . . . 11
(b) Reports on Form 8-K . . . . 11
Signature. . . . . . . . . . . . . . . . . . . . . 12
Exhibit Index. . . . . . . . . . . . . . . . . . . 13
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
New York State Electric & Gas Corporation
Statements of Income - (Unaudited)
Three Months
Periods Ended March 31 1999 1998
(Thousands)
<S> <C> <C>
Operating Revenues
Electric . . . . . . . . . . . . . . . . $415,340 $505,588
Natural Gas. . . . . . . . . . . . . . . 135,394 121,644
---------- ----------
Total Operating Revenues. . . . . . . 550,734 627,232
---------- ----------
Operating Expenses
Fuel used in electricity generation
and electricity purchased. . . . . . . 145,676 205,303
Natural gas purchased. . . . . . . . . . 56,482 57,137
Other operating expenses . . . . . . . . 70,049 73,168
Maintenance. . . . . . . . . . . . . . . 17,495 31,948
Depreciation and amortization. . . . . . 30,957 47,594
Other taxes. . . . . . . . . . . . . . . 47,279 54,940
---------- ----------
Total Operating Expenses. . . . . . . 367,938 470,090
---------- ----------
Operating Income. . . . . . . . . . . . . 182,796 157,142
Interest Charges, Net . . . . . . . . . . 30,227 30,636
Other Income and Deductions . . . . . . . 67 2,722
---------- ----------
Income Before Federal Income Taxes . . . 152,502 123,784
Federal Income Taxes. . . . . . . . . . . 53,217 45,344
---------- ----------
Net Income. . . . . . . . . . . . . . . . 99,285 78,440
Preferred Stock Dividends . . . . . . . . 1,030 2,269
---------- ----------
Balance Available for Common Stock. . . . $98,255 $76,171
========== ==========
</TABLE>
The notes on page 6 are an integral part of the financial statements.
<PAGE>
Item 1. Financial Statements (Cont'd)
New York State Electric & Gas Corporation
Balance Sheets - (Unaudited)
<TABLE>
<CAPTION>
March 31, Dec. 31,
1999 1998
(Thousands)
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents. . . . . . . . . . . . . . . $7,578 $12,149
Special deposits . . . . . . . . . . . . . . . . . . . 3,731 4,729
Accounts receivable, net . . . . . . . . . . . . . . . 127,444 113,553
Loan receivable, affiliated company. . . . . . . . . . 810,681 134,443
Fuel, at average cost. . . . . . . . . . . . . . . . . 2,840 20,200
Materials and supplies, at average cost. . . . . . . . 8,257 8,292
Prepayments. . . . . . . . . . . . . . . . . . . . . . 127,459 102,691
---------- ----------
Total Current Assets. . . . . . . . . . . . . . . . 1,087,990 396,057
Utility Plant, at Original Cost
Electric . . . . . . . . . . . . . . . . . . . . . . . 3,378,101 3,361,747
Natural gas . . . . . . . . . . . . . . . . . . . . 606,275 602,737
Common . . . . . . . . . . . . . . . . . . . . . . . . 141,419 144,043
---------- ----------
4,125,795 4,108,527
Less accumulated depreciation. . . . . . . . . . . . . 1,389,481 1,362,501
---------- ----------
Net Utility Plant in Service . . . . . . . . . . 2,736,314 2,746,026
Construction work in progress. . . . . . . . . . . . . 11,346 27,741
---------- ----------
Total Utility Plant. . . . . . . . . . . . . . . 2,747,660 2,773,767
Other Property and Investments, Net . . . . . . . . . . 63,171 62,136
Regulatory and Other Assets
Regulatory assets
Deferred income taxes, sale of generation assets. . . 227,474 -
Unfunded future federal income taxes . . . . . . . 137,925 136,404
Unamortized debt expense. . . . . . . . . . . . . . . 70,308 71,530
Demand-side management program costs. . . . . . . . . 61,512 64,466
Environmental remediation costs . . . . . . . . . . . 59,300 60,600
Other . . . . . . . . . . . . . . . . . . . . . . . . 107,386 125,693
---------- ----------
Total regulatory assets . . . . . . . . . . . . . . 663,905 458,693
Other assets . . . . . . . . . . . . . . . . . . . . . 26,772 27,359
---------- ----------
Total Regulatory and Other Assets . . . . . . . . . 690,677 486,052
---------- ----------
Total Assets . . . . . . . . . . . . . . . . . . $4,589,498 $3,718,012
========== ==========
</TABLE>
The notes on page 6 are an integral part of the financial statements.
<PAGE>
Item 1. Financial Statements (Cont'd)
New York State Electric & Gas Corporation
Balance Sheets - (Unaudited)
<TABLE>
<CAPTION>
March 31, Dec. 31,
1999 1998
Liabilities (Thousands)
<S> <C> <C>
Current Liabilities
Current portion of long-term debt. . . . . . . . . . . $1,446 $2,604
Current portion of preferred stock . . . . . . . . . . 19,309 75,000
Commercial paper . . . . . . . . . . . . . . . . . . . 52,000 78,300
Accounts payable and accrued liabilities . . . . . . . 81,807 101,511
Interest accrued . . . . . . . . . . . . . . . . . . . 35,247 19,556
Taxes accrued. . . . . . . . . . . . . . . . . . . . . 325,072 701
Accumulated deferred federal income tax, net. . . . 50,524 44,274
Other . . . . . . . . . . . . . . . . . . . . . . . 55,688 76,302
---------- ----------
Total Current Liabilities . . . . . . . . . . . . . 621,093 398,248
Regulatory and Other Liabilities
Regulatory liabilities
Gain on sale of generation assets . . . . . . . . . . 617,484 -
Deferred income taxes . . . . . . . . . . . . . . . . 91,635 98,038
Deferred income taxes, unfunded future federal
income taxes. . . . . . . . . . . . . . . . . . . . 60,250 60,896
Other . . . . . . . . . . . . . . . . . . . . . . . . 36,691 42,182
---------- ----------
Total regulatory liabilities . . . . . . . . . . . . . 806,060 201,116
Other liabilities
Deferred income taxes . . . . . . . . . . . . . . . . 436,827 432,968
Other postretirement benefits . . . . . . . . . . . . 142,667 137,681
Environmental remediation costs . . . . . . . . . . . 79,300 80,600
Other . . . . . . . . . . . . . . . . . . . . . . . . 85,486 81,540
---------- ----------
Total other liabilities. . . . . . . . . . . . . . . . 744,280 732,789
Long-term debt . . . . . . . . . . . . . . . . . . . . 1,412,131 1,412,157
---------- ----------
Total Liabilities . . . . . . . . . . . . . . . . . 3,583,564 2,744,310
Commitments . . . . . . . . . . . . . . . . . . . . . . - -
Preferred Stock
Preferred stock redeemable solely at the
company's option . . . . . . . . . . . . . . . . . . 10,131 29,440
Preferred stock subject to mandatory
redemption requirements. . . . . . . . . . . . . . . 25,000 25,000
Common Stock Equity
Common stock . . . . . . . . . . . . . . . . . . . . . 430,057 430,057
Capital in excess of par value . . . . . . . . . . . . 430,393 430,329
Retained earnings . . . . . . . . . . . . . . . . . 110,353 58,876
---------- ----------
Total Common Stock Equity . . . . . . . . . . . . . 970,803 919,262
---------- ----------
Total Liabilities and Stockholder's Equity . . . . $4,589,498 $3,718,012
========== ==========
</TABLE>
The notes on page 6 are an integral part of the financial statements.
<PAGE>
Item 1. Financial Statements (Cont'd)
New York State Electric & Gas Corporation
Statements of Cash Flows - (Unaudited)
<TABLE>
<CAPTION>
Three Months
Periods Ended March 31 1999 1998
(Thousands)
<S> <C> <C>
Operating Activities
Net income . . . . . . . . . . . . . . . . . . . . $99,285 $78,440
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization. . . . . . . . . . 30,957 47,594
Federal income taxes and investment tax credits
deferred, net. . . . . . . . . . . . . . . . . (223,880) (5,575)
Changes in current operating assets and liabilities
Accounts receivable . . . . . . . . . . . . . . (13,891) 13,592
Inventory. . . . . . . . . . . . . . . . . . . . 17,395 18,430
Prepayments. . . . . . . . . . . . . . . . . . . (24,768) (20,955)
Accounts payable and accrued liabilities . . . . (19,704) (8,980)
Taxes accrued. . . . . . . . . . . . . . . . . . 324,371 47,486
Other, net . . . . . . . . . . . . . . . . . . . . (31,656) 1,155
-------- --------
Net Cash Provided by Operating Activities . . . 158,109 171,187
-------- --------
Investing Activities
Utility plant additions. . . . . . . . . . . . . . (13,572) (38,801)
Other property and investment. . . . . . . . . . . - (249)
-------- --------
Net Cash Used in Investing Activities . . . . . (13,572) (39,050)
-------- --------
Financing Activities
Repurchase of common stock . . . . . . . . . . . . - (114,023)
Repayments of preferred stock and first
mortgage bonds. . . . . . . . . . . . . . . . . . (75,000) (30,000)
Long-term notes, net . . . . . . . . . . . . . . . - (380)
Commercial paper, net. . . . . . . . . . . . . . . (26,300) 47,000
Dividends on common and preferred stock. . . . . . (47,808) (25,897)
-------- --------
Net Cash Used in Financing Activities . . . . . (149,108) (123,300)
-------- --------
Net (Decrease) Increase in Cash and
Cash Equivalents . . . . . . . . . . . . . . . . . (4,571) 8,837
Cash and Cash Equivalents, Beginning of Period. . . 12,149 8,168
-------- --------
Cash and Cash Equivalents, End of Period. . . . . . $7,578 $17,005
======== ========
Supplemental Disclosure of Cash Flows Information
Cash paid during the period
Interest, net of amounts capitalized. . . . . . . $9,265 $11,473
</TABLE>
The notes on page 6 are an integral part of the financial statements.
<PAGE>
Item 1. Financial Statements (Cont'd)
New York State Electric & Gas Corporat ion
Statements of Retained Earnings - (Unaudited)
<TABLE>
<CAPTION>
Three Months
Periods Ended March 31 1999 1998
(Thousands)
<S> <C> <C>
Balance, beginning of period. . . . . . . . . . $58,876 $568,844
Add net income. . . . . . . . . . . . . . . . . 99,285 78,440
-------- --------
. . . . . . . . . . . . . . . . . . . . . . . . 158,161 647,284
Deduct dividends on capital stock
Preferred. . . . . . . . . . . . . . . . . . . 1,030 2,269
Common . . . . . . . . . . . . . . . . . . . . 46,778 23,628
-------- --------
. . . . . . . . . . . . . . . . . . . . . . . . 47,808 25,897
Balance, end of period. . . . . . . . . . . . . $110,353 $621,387
========= =========
</TABLE>
The notes on page 6 are an integral part of the financial statements.
<PAGE>
Item 1. Financial Statements (Cont'd)
Note 1. Unaudited Financial Statements
The accompanying unaudited financial statements reflect all
adjustments which are necessary, in the opinion of management, for
a fair presentation of New York State Electric & Gas Corporation's
(company) results for the interim periods. All such adjustments
are of a normal recurring nature. The company's 1998 consolidated
financial statements include NGE Generation, Inc. and XENERGY
Enterprises, Inc. to May 1, 1998, the effective date of the
reorganization into a holding company structure, and include
Somerset Railroad Corporation, which was transferred to NGE
Generation effective July 31, 1998. The unaudited financial state-
ments should be read in conjunction with the consolidated financial
statements and notes contained in the company's Form 10-K for the
year ended December 31, 1998. Due to the seasonal nature of the
company's operations, financial results for interim periods are not
necessarily indicative of trends for a 12-month period.
Note 2. Segment Information
Selected financial information for each business segment is
presented in the following table. The company's two business
segments are electric and natural gas. The electric business
segment consists of electricity generation, transmission and
distribution operations. The natural gas business segment consists
of natural gas distribution, transportation and storage operations.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Three Months Ended Electric Natural Gas Total
March 31, 1999
Operating Revenues $415,340 $135,394 $550,734
Net Income $69,685 $29,600 $99,285
March 31, 1998
Operating Revenues $505,588 $121,644 $627,232
Net Income $59,788 $20,226 $80,014 (1)
Identifiable Assets
March 31, 1999 $3,428,028 $478,896 $3,906,924 (2)
December 31, 1998 $2,565,977 $497,750 $3,063,727 (2)
(1) Net Income for March 31, 1998, excludes a net loss from a subsidiary that was
transferred to the company's parent as part of the reorganization into a holding
company structure effective May 1, 1998.
(2) Identifiable Assets exclude corporate assets of $682,574 for March 31, 1999,
and $654,285 for December 31, 1998.
</TABLE>
Note 3. Reclassifications
Certain amounts have been reclassified on the financial
statements to conform with the 1999 presentation.
<PAGE>
Item 2. Management's discussion and analysis of financial
condition and results of operations
(a) Results of Operations
Earnings
Excluding the effect of 1998 wholesale electricity activity
due to the reorganization into a holding company structure in May
1998, earnings for the first quarter of 1999 improved due to higher
retail electricity and natural gas retail deliveries caused by
milder-than-normal weather last year. The increase was partially
offset by price reductions provided to customers to promote
competition.
Operating Results for the Electric Business
Excluding the effect of 1998 wholesale activity due to the
reorganization into a holding company structure in May 1998,
electric operating revenues for 1999 increased primarily due to
higher retail deliveries caused by milder-than-normal weather last
year, partially offset by a decrease due to lower retail
electricity prices. Electric operating expenses were higher due to
an increase in electricity purchased for retail deliveries,
partially offset by a decrease in other operating costs.
Operating Results for the Natural Gas Business
Natural gas operating revenues increased for the quarter
primarily due to higher retail deliveries caused by milder-than-
normal weather last year. A higher volume of natural gas purchases
was offset by lower purchased gas costs.
(b) Liquidity and Capital Resources
Electric Business
Sale of Affiliate's Coal-fired Generation Assets: In 1998 an
affiliate's seven coal-fired stations and associated assets and
liabilities were placed up for auction. Offers totaling $1.85
billion were accepted from The AES Corporation and Edison Mission
Energy in August 1998 for those generation assets. The affiliate
completed the sale of its interest in the Homer City generation
assets to Mission Energy in March 1999, and the sale of its
remaining coal-fired generation assets to AES in May 1999.
All proceeds, net of taxes and transaction costs, in excess of
the net book value of the generation assets, less funded deferred
taxes, will be used to write down the company's 18% investment in
Nine Mile Point 2. This treatment is in accordance with the
company's restructuring plan approved by the Public Service
Commission of the State of New York in January 1998.
Now that the sale of the affiliate's coal-fired generation
assets has been completed, the company's power requirements will be
satisfied through generation from its nuclear and hydroelectric
stations and by purchases from third parties. The company has
assumed the risk of market prices that are sometimes volatile,
since it has capped the prices it charges customers.
The company uses electricity contracts to manage its exposure
to fluctuations in the cost of electricity. These contracts allow
it to fix margins on the majority of its retail and wholesale sales
of electricity. The cost or benefit of electricity contracts is
included in the cost of electricity purchased when the electricity
is sold.
Nine Mile Point nuclear generating unit No. 2: The company is
actively pursuing the sale of its 18% interest in Nine Mile Point
2. In January Niagara Mohawk Power Corporation, the operator and
41% owner of Nine Mile Point 2, announced its intention to pursue
the sale of its interest in Nine Mile Point 2. Together the
company and Niagara Mohawk are in active discussions concerning the
sale to a third party who completed due diligence at the site
earlier this year. The company will petition for all necessary
regulatory approvals if an agreement is reached to sell Nine Mile
Point 2.
<PAGE>
Natural Gas Business
Role of Local Distribution Companies: On November 3, 1998, the PSC
issued a "Policy Statement Concerning the Future of the Natural Gas
Industry in New York State and Order Terminating Capacity
Assignment." The policy statement includes the PSC's vision for
furthering competition in the natural gas industry in New York
State. The PSC believes the most effective way to establish a
competitive gas market is for natural gas utilities to exit the
merchant function over a three to seven year period. The PSC also
established guidelines and began several proceedings related to
implementing its policy statement. The company is participating in
each of the proceedings and continues to believe the competitive
marketplace should decide who will be the suppliers of natural gas.
The PSC's Order requires local distribution companies,
effective April 1, 1999, to cease assigning certain capacity costs
to customers who switch from distribution service to transportation
service. The local distribution companies will be provided a
reasonable opportunity to recover any capacity costs that may be
stranded. The company made a compliance filing with the PSC in
January 1999 to implement this requirement. The filing provided,
among other things, for the full recovery of stranded capacity
costs. In March 1999 the PSC approved the filing, with certain
modifications, allowing for the full recovery of stranded capacity
costs.
Other Matters
Year 2000 Readiness Disclosure
Many of the company's computer systems, which include
mainframe systems and special-purpose systems, refer to years in
terms of their final two digits only. Such systems may interpret
the year 2000 as the year 1900. If not corrected, those systems
could cause the company to, among other things, experience energy
delivery problems, report inaccurate data or issue inaccurate
bills.
The company is working diligently to address this problem by
reviewing all of its mainframe and special-purpose systems;
identifying potentially affected software, hardware, and date-
sensitive components, often referred to as embedded chips, of
various equipment; determining and taking appropriate corrective
action; and, when appropriate, testing its systems.
The company's mainframe systems consist of hardware and
software components of its information technology systems. The
company believes it has identified, taken appropriate corrective
action and tested all of its mainframe systems. The company
believes those systems are now able to process year 2000 and beyond
transactions.
The company's special-purpose systems consist of its non-
information technology systems. The company has identified over
5,000 items in its special-purpose systems that may be affected by
the Year 2000 problem. Items identified include software, hardware
and embedded chips in systems such as those that control the
acquisition and the delivery of electricity and natural gas to
customers and those in its communication systems. The company
believes it has fixed, eliminated, replaced or found no problem
with over 96% of the special-purpose items it has identified,
including those in its electricity and natural gas delivery
systems. The company is determining and taking appropriate
corrective action for the remaining identified items. Additional
items, however, continue to be identified as the company proceeds
with the review of its special-purpose systems. The company expects
to have reviewed, identified and determined and taken the
appropriate corrective action on all of its special-purpose systems
by the end of the second quarter of 1999.
Even though the company believes it will have taken corrective
action with respect to its own Year 2000 issues, the Year 2000
issue could adversely affect it if there are items in its mainframe
or special-purpose systems that may be affected by the Year 2000
problem that it has not identified in its review of those systems.
The Year 2000 issue could also adversely affect the company if
third parties such as suppliers, customers, neighboring or
interconnected utilities and other entities fail to correct any of
their Year 2000 problems. The company has contacted key third
parties to determine the status of their Year 2000 readiness
programs. Many have responded satisfactorily, some have not
responded satisfactorily and some have not responded at all. The
company is developing contingency plans, some of which are
discussed below, for reasonably likely worst case scenarios based
upon an assumption that it and those third parties will not be Year
2000 compliant.
The company's Year 2000 program is progressing on
schedule and the company believes it is taking all necessary steps
to address this issue successfully. Through March 31, 1999, the
company has spent approximately $11.5 million and expects to spend
an additional $0.8 million on Year 2000 readiness. The company
believes this amount is adequate to address its Year 2000 issues.
These amounts are being expensed as incurred and are being financed
entirely with internally generated funds. Addressing
the Year 2000 issue has not caused the company to delay any
significant information system projects.
As part of its normal business practice the company has
plans in place for use during emergencies, some of which could
arise from Year 2000 problems. The company is completing
contingency plans to specifically address reasonably likely worst
case scenarios that could arise as a result of the Year 2000
problem.
The contingency plans will address, among other scenarios, the
interruption or failure of normal business activities or operations
such as a partial electrical and/or natural gas system shutdown.
If the interruption or failure is due to embedded chips in
equipment such as automatic control devices, the company's
contingency plan is to implement its normal system restoration
procedures that it utilizes during emergencies. If the
interruption or failure is due to telecommunications not being
available, the company plans to use alternative communication
devices such as satellite phones. Another scenario is the failure
of its customer information system. Should that occur, the company
plans to rely on customer information previously stored and make
the appropriate adjustment to each customer's next bill after the
system is restored.
The company is dependent on others for its supply of natural
gas. In the event a supplier is not able to meet the company's
needs, it plans to purchase the needed amount of natural gas from
one of its many other suppliers on the same transmission line.
Since the sale of its affiliate's coal-fired generation assets has
been completed, the company will be buying from third parties the
majority of the electricity its customers need. If the electricity
available in its region is not adequate for all of the customers on
its system, the company plans to operate at lower levels of power
as outlined in its established emergency procedures. Should its
mainframe hardware be disabled, it has a backup mainframe system
that is capable of operating all of its business systems. The
company expects to have all of its contingency plans ready and
tested by mid-1999.
The PSC issued an Order on October 30, 1998, adopting a July
1, 1999, deadline for New York utilities to complete their Year
2000 readiness programs for "mission critical" systems and for
contingency plans. Mission critical systems include those systems
that control the acquisition and the delivery of electricity and
natural gas to customers, emergency management systems and certain
electricity generation plants. The company believes that its Year
2000 readiness program for mission critical systems and for
contingency plans will be completed by the PSC's July 1, 1999,
deadline. The PSC requires the filing of status reports with it
regarding certain Year 2000 issues.
Investing Activities
Capital spending for the first three months of 1999 was $14
million, primarily for the extension of service and necessary
improvements to existing facilities. The company's capital
spending for 1999 will be about $92 million, and is expected to be
paid for entirely with internally generated funds.
<PAGE>
Financing Activities
On February 1, 1999, the company redeemed, at par, $25 million
of 7.40% preferred stock and $50 million of adjustable rate
preferred stock.
On April 1, 1999, the company purchased, at a discount, shares
of the following series of preferred stock: $7.2 million of 3.75%,
$2.8 million of 4 1/2% (Series 1949), $1.4 million of 4.15%, $4.8
million of 4.40%, and $3.1 million of 4.15% (Series 1954).
Consent to a proposal to increase the amount of unsecured debt
the company may issue - See Part II - Other Information, Item 4
- - Submission of Matters to a Vote of Security Holders.
Forward-looking Statements
This Form 10-Q contains certain forward-looking statements
that are based upon management s current expectations and
information that is currently available. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-
looking statements in certain circumstances. Whenever used in this
report, the words "estimate," "expect," "believe," or similar
expressions are intended to identify such forward-looking
statements.
In addition to the assumptions and other factors referred to
specifically in connection with such statements, factors that could
cause actual results to differ materially from those contemplated
in any forward-looking statements include, among others, the risk
that more Year 2000 problems may be found as the company continues
the review of its systems; the risk that its progress in addressing
Year 2000 problems may not proceed as it expects; the fact that
despite all of its efforts, there can be no assurances that all of
its Year 2000 issues can or will be remedied; the fact that there
can be no assurances that all Year 2000 issues that could affect
the company can or will be totally eliminated by its suppliers,
customers, neighboring or interconnected utilities and other
entities; and the fact that its assessment of the effects of Year
2000 issues are based, in part, upon information received from its
suppliers, customers, neighboring or interconnected utilities and
other entities, its reasonable reliance upon this information and
the risk that inaccurate or incomplete information may have been
supplied to it.
Some additional factors that could cause actual results to
differ materially from those contemplated in any forward-looking
statements include, among others, the deregulation and unbundling
of energy services; the company's ability to compete in the rapidly
changing and increasingly competitive electricity and natural gas
utility markets; its ability to control nonutility generator and
other costs; changes in fuel supply or cost and the success of its
strategies to satisfy its power requirements now that all of its
affiliate's coal-fired generation assets have been sold; the
ability to obtain adequate and timely rate relief; nuclear or
environmental incidents; legal or administrative proceedings;
changes in the cost or availability of capital; growth in the areas
in which it is doing business; weather variations affecting
customer energy usage; and other considerations that may be
disclosed from time to time in its publicly disseminated documents
and filings. The company undertakes no obligation to publicly
update any forward-looking statements, whether as a result of new
information, future events or otherwise.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) On April 1, 1999, the company obtained consents from the
holders of a majority of the votes of shares of the company's
serial preferred stock to increase the amount of unsecured debt the
company may issue by up to an additional $1.2 billion.
Votes For: 454,061
Votes Against: 2,959
Votes Abstain: 49,958
(b) On April 23, 1999, Energy East Corporation, the owner of
all of the outstanding shares of the company's common stock, by
written consent in lieu of the annual meeting of stockholders,
amended the company's By-Laws to declassify the company's Board of
Directors to be implemented on a prospective basis, commencing with
the class of directors whose terms expired in 1999; adopted amended
By-Laws of the company; increased the number of directors of the
company from 10 to 12; and elected Alison P. Cassarett, Joseph J.
Castiglia, Michael I. German, Kenneth M. Jasinski and John M.
Keeler directors of the company to hold office until the next
annual meeting of stockholders. Directors whose terms of office as
directors continue are: Richard Aurelio, Lois B. DeFleur, Walter G.
Rich and Wesley W. von Schack whose terms expire at the 2000 Annual
Meeting of stockholders; and James A. Carrigg, Paul L. Gioia and
Ben E. Lynch whose terms expire at the 2001 Annual Meeting of
stockholders.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - See Exhibit Index.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter.
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
NEW YORK STATE ELECTRIC & GAS CORPORATION
(Registrant)
By /s/ Sherwood J. Rafferty
Sherwood J. Rafferty
Senior Vice President and
Chief Financial Officer
Date: May 14, 1999
<PAGE>
EXHIBIT INDEX
(a) The following exhibits are delivered with this report:
Exhibit No.
3-16 - Certificates of the Secretary of the Company concerning
consents dated March 20, 1957, May 9, 1975, and April 1,
1999, of holders of Serial Preferred Stock with respect
to issuance of certain unsecured indebtedness.
3-17 - By-Laws of the Company as amended April 23, 1999.
27 - Financial Data Schedule.
Exhibit 3-16
NEW YORK STATE ELECTRIC & GAS CORPORATION
I, Daniel W. Farley, Vice President and Secretary of New
York State Electric & Gas Corporation, do hereby certify that:
On March 20, 1957, more than a majority of the votes
entitled to be cast by the holders of the outstanding shares of
Serial Preferred Stock consented to the following:
"To the issuance or assumption by the Corporation,
at any time or from time to time, of unsecured notes,
debentures, or other securities representing unsecured
indebtedness, not exceeding $10,000,000 in aggregate
principal amount at any time outstanding (herein called
"additional securities"), in addition to such securities
representing unsecured indebtedness as are outstanding
pursuant to prior consents and as are permitted to be
issued or assumed without consent by the provisions of
Article 9(I)B(3) of said Certificate of Incorporation,
which additional securities shall be excluded for all
purposes from the provisions of said Article 9(I)B;
provided, however, that this consent shall terminate and
be of no further force or effect upon the authorization,
execution and filing with the Department of State of the
State of New York, pursuant to the provisions of Article
4 of the Stock Corporation Law, of an amendment to said
Certificate of Incorporation (1) increasing the
percentage of unsecured indebtedness contained in said
Article 9(I)B(3) from 10% to 15%, and (2) excluding for
all purposes from the provisions of said Article 9(I)B
securities representing unsecured indebtedness issued or
assumed by the Corporation for the refunding of
outstanding securities representing secured indebtedness,
with the proviso that no securities representing secured
indebtedness may be issued with respect to such refunded
secured indebtedness unless the securities representing
unsecured indebtedness (or any renewal, replacement or
refunding thereof) theretofore issued to refund such
secured indebtedness have been discharged or provision
made for the discharge thereof."
IN WITNESS WHEREOF, I have hereunto set my hand this 10th
day of May, 1999.
/s/ Daniel Farley
Daniel W. Farley
Vice President and Secretary
<PAGE>
NEW YORK STATE ELECTRIC & GAS CORPORATION
I, Daniel W. Farley, Vice President and Secretary of New
York State Electric & Gas Corporation, do hereby certify that:
On May 9, 1975, more than a majority of the votes
entitled to be cast by the holders of the outstanding shares of
Serial Preferred Stock consented to the following:
"RESOLVED, that pursuant to the provisions of
Article 5(I)B of the Certificate of Incorporation, as
amended, the holders of the Serial Preferred Stock of the
Corporation hereby consent to exclude the aggregate
principal amount of any and all unsecured notes,
debentures or other securities representing unsecured
indebtedness that the Corporation may issue or assume to
evidence its obligations to public corporations or
governmental bodies, authorities or similar
instrumentalities that issue tax-exempt securities for
the purpose of financing, directly or indirectly, the
cost of facilities used or to be used by the Corporation
or in connection with the Corporation's business or
operations which are designed to eliminate, mitigate, or
prevent air or water pollution or radiation emissions or
otherwise to prevent or ameliorate potentially adverse
side effects of the Corporation's business or operations
on the environment or public health, from the computation
of the total principal amount of unsecured indebtedness
which the Corporation may have outstanding under Article
5(I)B(3) of its Certificate of Incorporation."
IN WITNESS WHEREOF, I have hereunto set my hand this 10th
day of May, 1999.
/s/ Daniel Farley
Daniel W. Farley
Vice President and Secretary
<PAGE>
NEW YORK STATE ELECTRIC & GAS CORPORATION
I, Daniel W. Farley, Vice President and Secretary of New
York State Electric & Gas Corporation, do hereby certify that:
On April 1, 1999, more than a majority of the votes
entitled to be cast by the holders of the outstanding shares of
Serial Preferred Stock consented to the following:
"To the issuance by the Company of up to $1.2
billion of unsecured indebtedness in excess of unsecured
indebtedness presently authorized, permitted or
previously consented to under the Company's Restated
Certificate of Incorporation, as amended."
IN WITNESS WHEREOF, I have set my hand this 10th day of
May, 1999.
/s/ Daniel Farley
Daniel W. Farley
Vice President and Secretary
Exhibit 3-17
________________________________________________
________________________________________________
NEW YORK STATE ELECTRIC & GAS
CORPORATION
____________
B Y - L A W S
As Amended
April 23, 1999
________________________________________________
________________________________________________
<PAGE>
NEW YORK STATE ELECTRIC & GAS CORPORATION
_______
BY-LAWS
_______
OFFICES
1. The office shall be at the place specified in the
Certificate of Incorporation as from time to time amended, now Town of
Dryden, County of Tompkins, State of New York.
The Corporation may also have offices at such other places as the
Board of Directors may from time to time designate or the business of
the Corporation may require.
SEAL
2. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "CORPORATE
SEAL, NEW YORK". If authorized by the Board of Directors, the corporate
seal may be affixed to any certificates of stock, bonds, debentures,
notes or other engraved, lithographed or printed instruments, by
engravings, lithographing or printing thereon such seal or a facsimile
thereof, and such seal or facsimile thereof so engraved, lithographed or
printed thereon shall have the same force and effect, for all purposes,
as if such corporate seal had been affixed thereto by indentation.
<PAGE>
STOCKHOLDERS' MEETINGS
3. All meetings of the stockholders shall be held at the
principal office of the Corporation, or at such other location in the
State of New York as shall be stated in the notice of the meeting,
except when otherwise expressly provided by statute. All meetings of
stockholders shall be presided over by the Chairman of the Board or by
the President or a Vice President except when by statute the election of
a presiding officer is required.
4. The annual meeting of stockholders shall be held on the
second Friday of May in each year, if not a legal holiday, and if a
legal holiday, then on the next business day following, at eleven
o'clock A.M. or at such other date and time as shall be stated in the
notice of the meeting, at which the stockholders entitled to vote shall
elect directors, and transact such other business as may properly be
brought before the meeting.
5. The holders of a majority of the shares of stock of the
Corporation issued and outstanding and entitled to vote thereat, without
regard to class, present in person or by proxy, shall be requisite for,
and shall constitute a quorum at all meetings of the stockholders for
the transaction of business except for the election or removal of
directors and except as otherwise expressly provided by statute, by the
Certificate of Incorporation, as amended, or by these By-Laws; provided
that, in the case of any meeting of holders of the serial preferred
stock of the Corporation, the presence in person or by proxy of the
holders of record of shares representing a majority of the votes
entitled to be cast thereat by the holders of the outstanding shares of
serial preferred stock, without regard to series, shall be necessary to
constitute a quorum for the transaction of business except for the
election or removal of directors and except as otherwise expressly
provided by statute, by the Certificate of Incorporation, as amended, or
by these By-Laws. If, however, the holders of a majority of such shares
of stock or votes, as the case may be, shall not be present or
represented by proxy at any such meeting, the stockholders entitled to
vote thereat, present in person or by proxy, shall have power, by a
majority vote of those present or represented, to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until the holders of the amount of stock or votes, as the case
may be, requisite to constitute a quorum shall be present in person or
by proxy. At any adjourned meeting at which a quorum shall be present,
in person or by proxy, any business may be transacted which might have
been transacted at the meeting as originally noticed.
At any meeting for the election of directors by the common
stockholders, the presence in person or by proxy of the holders of
record of a majority of the outstanding shares of common stock shall be
necessary to constitute a quorum for the election of such directors,
except when otherwise expressly provided by statute.
6. At each meeting of stockholders each holder of record of
shares of capital stock then entitled to vote shall be entitled to vote
in person, or by proxy appointed by instrument executed in writing, by
such stockholder or by his duly authorized attorney; but no proxy shall
be valid after the expiration of eleven months from the date of its exe-
cution unless the stockholder executing it shall have specified therein
its duration, which shall be for some limited period. Except as
otherwise provided by statute or by the Certificate of Incorporation, as
amended, each holder of record of shares of capital stock entitled to
vote at any meeting of stockholders shall be entitled to one vote for
every share of capital stock standing in his name on the books of the
Corporation, but, as provided by the Certificate of Incorporation, as
amended, at all elections of directors by the common stockholders, each
holder of common stock shall be entitled to as many votes as shall equal
the number of votes which (except for such provision as to cumulative
voting) he would be entitled to cast for the election of directors with
respect to his shares of common stock multiplied by the number of direc-
tors to be elected and he may cast all of such votes for a single direc-
tor or may distribute them among the number of directors to be voted
for, or any two or more of them, as he may see fit. All elections shall
be determined by a plurality vote. The vote for directors shall be by
ballot and, except as otherwise provided by statute or by the
Certificate of Incorporation, as amended, or by these By-Laws, all other
matters shall be determined by a vote of the holders of a plurality of
the shares of the capital stock present or represented at a meeting and
entitled to vote on such matters, and by ballot, if demanded by any
stockholder or his duly authorized proxy.
7. A list of stockholders as of the record date, certified by
the corporate officer responsible for its preparation or by a transfer
agent, shall be produced at any meeting of stockholders upon the request
thereat or prior thereto of any stockholder. If the right to vote at
any meeting is challenged, the inspectors of election, or person
presiding thereat, shall require such list of stockholders to be
produced as evidence of the right of the persons challenged to vote at
such meeting, and all persons who appear from such list to be
stockholders entitled to vote thereat may vote at such meeting.
8. Except as may be otherwise provided in the Certificate of
Incorporation, as amended, with respect to the right of holders of
serial preferred stock or preference stock of the Corporation to elect
a specified number of directors in certain circumstances, only persons
who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation. Nominations of
persons for election to the Board of Directors may be made at any annual
meeting of stockholders, or at any special meeting of stockholders
called for the purpose of electing directors, (a) by or at the direction
of the Board of Directors (or any duly authorized committee thereof) or
(b) by any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in this
By-Law and on the record date for the determination of stockholders
entitled to vote at such meeting and (ii) who complies with the notice
procedures set forth in this By-Law.
In addition to any other applicable requirements, for a nomination
to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Corpora-
tion.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices
of the Corporation (a) in the case of an annual meeting, not less than
sixty (60) days nor more than ninety (90) days prior to the anniversary
date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called
for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must
be so received not later than the close of business on the tenth (10th)
day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual
meeting was made, whichever first occurs; and (b) in the case of a
special meeting of stockholders called for the purpose of electing
directors, not later than the close of business on the tenth (10th) day
following the day on which notice of the date of the special meeting was
mailed or public disclosure of the date of the special meeting was made,
whichever first occurs.
To be in proper written form, a stockholder's notice to the Secre-
tary must set forth (a) as to each person whom the stockholder proposes
to nominate for election as a director (i) the name, age, business
address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class or series and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by the person and (iv) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section
14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder; and (b) as
to the stockholder giving the notice (i) the name and record address of
such stockholder, (ii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of
record by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and
any other person or persons (including their names) pursuant to which
the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by
proxy at the meeting to nominate the person(s) named in its notice and
(v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by
a written consent of each proposed nominee to being named as a nominee
and to serve as a director if elected.
No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth
in this By-Law. If the chairman of the meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination was defective
and such defective nomination shall be disregarded.
9. No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual meeting by or
at the direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before the annual
meeting by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this
By-Law and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies with the
notice procedures set forth in this By-Law.
In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form
to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices
of the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first
occurs.
To be in proper written form, a stockholder's notice to the Secre-
tary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record
address of such stockholder, (iii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially
or of record by such stockholder, (iv) a description of all arrangements
or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such
business by such stockholder and any material interest of such
stockholder in such business and (v) a representation that such stock-
holder intends to appear in person or by proxy at the annual meeting to
bring such business before the meeting.
No business shall be conducted at the annual meeting of stock-
holders except business brought before the annual meeting in accordance
with the procedures set forth in this By-Law. If the chairman of the
annual meeting determines that business was not properly brought before
the annual meeting in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the business was not properly
brought before the meeting and such business shall not be transacted.
10. Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate
of Incorporation, as amended, may be called by the Chairman of the Board
or by the President, and shall be called by the Chairman of the Board or
the President or Secretary at the request in writing of a majority of
the Board of Directors. Such request shall state the purpose or
purposes of the proposed meetings.
11. Except as otherwise may be required by provisions of the
Certificate of Incorporation of the Corporation, as amended, relative to
meetings of stockholders required or authorized by the provisions of
paragraph (F) or (H) of Article 7 of the Restated Certificate of
Incorporation filed October 25, 1988, notice of every meeting of
stockholders, setting forth the time, place and purpose or purposes
thereof, shall be mailed, not less than ten nor more than fifty days
prior to such meetings to all stockholders (at their respective
addresses appearing on the books of the Corporation unless the
stockholder shall have filed with the Secretary of the Corporation a
written request that notices intended for him be mailed to some other
address, in which case the notice shall be mailed to the address
designated in such request) entitled to vote at such meeting, of record
as of a date fixed by the Board of Directors, not more than fifty days
in advance of such meeting, for determining the stockholders entitled to
notice of and to vote at such meeting, unless and except to the extent
that such notice shall have been waived in writing either before or
after the holding of such meeting by stockholders entitled to notice
thereof and to vote thereat.
If any By-Law regulating an impending election of directors is
adopted or amended or repealed by the Board, there shall be set forth in
the notice of the next meeting of the stockholders of the Corporation
for the election of directors the By-Laws so adopted or amended or
repealed together with a concise statement of the changes made.
DIRECTORS
12. The property and business of the Corporation shall be
managed under the direction of its Board of Directors, which shall
consist of not less than nine (9) nor more than fifteen (15) directors.
Directors need not be stockholders. Directors shall be elected at the
annual meeting of the stockholders, or, if no such election shall be
held, at a meeting called and held in accordance with the statutes of
the State of New York. Each director elected prior to the 1999 annual
meeting of stockholders shall be elected to hold office until the
expiration of the term for which he is elected, and thereafter until a
successor shall be elected and shall qualify. Each director elected at
or after the 1999 annual meeting of stockholders shall be elected to
serve until the next annual meeting of stockholders, and thereafter
until his successor shall be elected and shall qualify.
The stockholders, at any annual meeting, or at any special meeting
called for that purpose, or a majority of the entire Board of Directors,
at any regular or special meeting, may determine to increase or decrease
the number of directors to the respective maximum or minimum limits
above prescribed, and, in the case of an increase, shall thereupon elect
the additional directors. No decrease in the number of directors shall
shorten the term of any incumbent director. At any meeting of the
stockholders, the holders of a majority of the shares of common stock
issued and outstanding, voting separately as a class, or by written
consent without a meeting may remove at any time, with or without cause,
any director theretofore elected by the common stockholders or elected
by the Board to fill a vacancy among the directors elected by the
common stockholders, and may fill the vacancy in the Board for the
unexpired term thus caused.
No director who shall have attained the age of 72 shall stand for
re-election as a director.
The Board of Directors shall appoint from its members a Chairman of
the Board, who shall be an officer of the Board but not an officer of
the Corporation; who, when present, shall preside over all meetings of
the stockholders and of the Board, except as otherwise by law provided;
who shall perform such other duties and have such powers as shall be
prescribed from time to time by the Board; who may resign at any time
(without thereby resigning as a director) by written notice to the
Secretary; and who may be removed at any time (without thereby being
removed as a director) by action of the Board, with or without cause.
<PAGE>
13. In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the Board may exercise all such powers of
the Corporation, and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-Laws
directed or required to be exercised or done by the stockholders. A
director or officer of this Corporation shall not be disqualified by his
office from dealing or contracting with the Corporation either as a
vendor, purchaser or otherwise, nor shall any transaction or contract of
this Corporation be void or voidable by reason of the fact that any
director or officer or any firm of which any director or officer is a
member or employee or any corporation of which any director or officer
is a shareholder, director, officer or employee, is in any way
interested in such transaction or contract, provided that such
transaction or contract is or shall be authorized, ratified or approved
either (1) by vote of a majority of a quorum of the Board of Directors
or of the Executive Committee without counting in such majority or
quorum any director so interested or member or employee of a firm so
interested or a shareholder, director, officer or employee of a
corporation so interested or (2) by vote at a stockholders' meeting of
the holders of record of a majority of all the outstanding shares of
capital stock of the Corporation having full voting power or by writing
or writings signed by a majority of such holders; nor shall any director
or officer be liable to account to the Corporation for any profits
realized by and from or through any such transaction, or contract of
this Corporation authorized, ratified or approved as aforesaid by reason
of the fact that he or any firm of which he is a member or employee, or
any corporation of which he is a shareholder, director, officer or
employee was interested in such transaction or contract.
<PAGE>
MEETINGS OF THE BOARD
14. The first meeting of the Board of Directors held after the
annual meeting of stockholders at which directors shall have been
elected shall be held for the purpose of organization, the election of
officers, and the transaction of any other business which may come
before the meeting.
15. Regular meetings of the Board may be held without notice,
except as otherwise provided by these By-Laws, at such time and place as
shall from time to time be designated by the Board.
16. Special meetings of the Board may be called by the Chairman
of the Board or by the President or a Vice President or any two
directors and may be held at the time and place designated in the call
and notice of the meeting. The Secretary or other officer performing
his duties shall give notice either personally or by mail or telegram at
least twenty-four hours before the meeting. Meetings may be held at any
time and place without notice if all the directors are present or if
those not present waive notice in writing either before or after the
meeting.
17. At all meetings of the Board one-third of the total number
of directors shall be requisite for and shall constitute a quorum for
the transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided
by statute or by the Certificate of Incorporation or by these By-Laws.
18. Any regular or special meeting may be adjourned to any
other time at the same or any other place by a majority of the directors
present at the meeting, whether or not a quorum shall be present at such
meeting, and no notice of the adjourned meeting shall be required other
than announcement at the meeting.
COMPENSATION OF DIRECTORS
19. Directors, other than salaried officers or employees of the
Corporation or of any affiliated company, shall receive compensation for
their services as directors in such form and amounts and at such times
as may be prescribed from time to time by the Board of Directors. All
directors shall be reimbursed for their reasonable expenses, if any, for
attendance at each regular or special meeting of the Board of Directors.
20. Members of any committee of the Corporation, other than
salaried officers or employees of the Corporation or of any affiliated
company, shall receive compensation for their services on such committee
in such form and amounts and at such times as may be prescribed from
time to time by the Board of Directors.
Members of any committee of the Corporation shall be allowed such
additional compensation and reimbursement for expenses as may be fixed
by the Board of Directors.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
21. The Board of Directors may by vote of a majority of the
whole Board designate three or more of their number to constitute an
Executive Committee to hold office for such period as the Board shall
determine. The Chairman of the Board and the President shall each be a
member of the Executive Committee. The Board of Directors may likewise
designate one or more alternate members who shall serve on the Executive
Committee in the absence of any regular member or members of such
Committee. When a regular or alternate member of the Executive
Committee ceases to be a director he shall automatically cease to be
such regular or alternate member of the Executive Committee. Such
Executive Committee shall, between meetings of the Board, have all the
powers of the Board of Directors in the management of the business and
affairs of the Corporation, except that no such committee shall have
authority as to: the submission to stockholders of any action that
needs stockholders' authorization under the Business Corporation Law;
the filling of vacancies in the Board of Directors or in any committee;
the fixing of compensation of the directors for serving on the Board or
on any committee; the amendment or repeal of the By-Laws, or the
adoption of new By-Laws; the amendment or repeal of any resolution of
the Board which by its terms shall not be so amendable or repealable.
The Executive Committee shall cause to be kept regular minutes of
its proceedings, which may be transcribed in the regular minute book of
the Corporation, and all such proceedings shall be reported to the Board
of Directors at its next succeeding meeting, and shall be subject to
revision or alteration by the Board, provided that no rights of third
persons shall be affected by such revision or alteration. A majority of
the Executive Committee shall constitute a quorum at any meeting. The
act of a majority of the Executive Committee present at any meeting at
which there is a quorum shall be the act of the Executive Committee.
The Board of Directors may by vote of a majority thereof fill any
vacancies in the Executive Committee. The Executive Committee may, from
time to time, subject to the approval of the Board of Directors,
prescribe rules and regulations for the calling and conduct of meetings
of the Committee, and other matters relating to its procedure and the
exercise of its powers.
22. In addition to having the power to designate an Executive
Committee, the Board of Directors may by vote of a majority of the whole
Board designate other committees, whether special or standing, each to
consist of three or more of their number, to hold office for such period
as the Board shall determine. With respect to each such other
committee, the Board of Directors may likewise designate one or more
alternate members who shall serve in the absence of any regular member
or members of such other committee. When a regular or alternate member
of such other committee ceases to be a director he shall automatically
cease to be a regular or alternate member of such other committee. Each
such other committee shall have authority only to the extent provided by
the Board of Directors, except that no such other committee shall have
authority as to: the submission to stockholders of any action that
needs stockholders' authorization under the Business Corporation Law;
the filling of vacancies in the Board of Directors or in any committee;
the fixing of compensation of the directors for serving on the Board or
on any committee; the amendment or repeal of the By-Laws, or the
adoption of new By-Laws; the amendment or repeal of any resolution of
the Board which by its terms shall not be so amendable or repealable.
A majority of each such other committee shall constitute a quorum at any
meeting thereof. The act of a majority of each such other committee
present at any meeting thereof at which there is a quorum shall be the
act of such other committee. The Board of Directors may by vote of a
majority thereof fill any vacancies in each such other committee.
MEETINGS OF THE BOARD AND COMMITTEE THEREOF
BY CONFERENCE TELEPHONE OR SIMILAR MEANS
23. Any one or more of the members of the Board of Directors,
the Executive Committee or any special or standing committee of the
Board of Directors may participate in a meeting of the Board or such
committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each
other at the same time. Participation by such means shall constitute
presence in person at a meeting.
ACTION BY BOARD OR COMMITTEE WITHOUT A MEETING
24. If all members of the Board of Directors, the Executive
Committee or any special or standing committee of the Board of Directors
consent in writing to the adoption of a resolution authorizing action
required or permitted to be taken by the Board or any committee, such
action may be taken without a meeting. The resolution and the written
consents thereto shall be filed with the minutes of the proceeding.
OFFICERS
25. The officers of the Corporation shall be chosen by the
Board of Directors. The officers shall be a President, one or more
Assistants to the President, one or more Vice Presidents, one or more
Assistant Vice Presidents, a Secretary, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, a
Controller, one or more Assistant Controllers, and such other officers
as the Board may from time to time choose and appoint. The President
may not occupy any other such office. Neither the Treasurer nor an
Assistant Treasurer may at the same time be Controller or an Assistant
Controller. Except as above set forth, any two of such offices may be
occupied by the same person but no officer shall execute, acknowledge or
verify any instrument in more than one capacity.
26. The Board of Directors, at its first meeting after the
election of directors by the stockholders, shall choose a President from
among their own number, and a Secretary, and may choose a Treasurer and
a Controller, and such Assistants to the President, Vice Presidents,
Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers
and Assistant Controllers, as it shall deem necessary, none of whom need
be members of the Board.
27. The Board may appoint such other officers and agents as it
shall deem necessary, who shall hold their offices for such terms, and
shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.
28. The salary or other compensation of the officers of the
Corporation shall be fixed by the Board of Directors. The salary or
other compensation of all other employees shall, in the absence of any
action by the Board be fixed by the President or by such other officers
or executives as shall be designated by the President.
29. The officers of the Corporation shall hold office until the
first meeting of the Board of Directors after the next succeeding annual
meeting of stockholders and until their successors are chosen and
qualify in their stead. Any officer or agent elected or appointed by
the Board of Directors may be removed at any time, with or without
cause, by the affirmative vote of a majority of the whole Board of
Directors. Any other employee or agent of the Corporation may be
removed at any time, with or without cause, by the affirmative vote of
a majority of the whole Board of Directors or, in the absence of any
action by the Board, by the President or by such other officers or
executives as shall have been designated by the President.
PRESIDENT
30. The President shall, when present in the absence of the
Chairman of the Board, preside at all meetings of the Board of Directors
and of the stockholders, except as otherwise by law provided. He shall
be the chief operating officer of the Corporation. He may sign in the
name of and on behalf of the Corporation, certificates of stock, notes,
and any and all contracts, agreements and other instruments of a
contractual nature pertaining to matters which arise in the normal
conduct and ordinary course of business of the Corporation. He shall be
a member of the Executive Committee and of all standing committees
except the Executive Compensation and Succession Committee, the Audit
Committee and the Nominating Committee. He shall also generally have
the powers and perform the duties which appertain to the office.
The Assistants to the President shall assist the President in the
performance of his duties and exercise and perform such other powers and
duties as may be conferred or required by the Board.
VICE PRESIDENT
31. A Vice President may sign, in the name of and on behalf of
the Corporation, certificates of stock, notes and any and all contracts,
agreements and other instruments of a contractual nature pertaining to
matters which arise in the normal conduct and ordinary course of busi-
ness, and shall perform such other duties as the Board of Directors may
prescribe.
If there be more than one Vice President, the Board of Directors
may designate one or more Vice Presidents as Executive Vice Presidents
who shall have general supervision, direction and control of the
business and affairs of the Corporation in the absence or disability of
the President, and may designate one or more Vice Presidents as Senior
Vice Presidents who shall have general supervision, direction and
control of the business and affairs of the Corporation in the absence or
disability of the President and the Executive Vice Presidents. A Vice
President who has not been designated as Executive Vice President or as
Senior Vice President shall have general supervision, direction and
control of the business and affairs of the Corporation in the absence or
disability of the President, and the Executive Vice Presidents and the
Senior Vice Presidents.
The Assistant Vice Presidents shall assist the President and Vice
Presidents in the performance of their duties and exercise and perform
such other powers and duties as may be conferred or required by the
Board.
SECRETARY
32. The Secretary shall attend all sessions of the Board and
all meetings of the stockholders and record all votes and the minutes of
all proceedings in a book to be kept for that purpose; and shall perform
like duties for the standing committees when required. He shall give,
or cause to be given, notice of all meetings of the stockholders and of
the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors. He shall be sworn to the faithful
discharge of his duty. Any records kept by him shall be the property of
the Corporation and shall be restored to the Corporation in case of his
death, resignation, retirement or removal from office.
He shall be the custodian of the seal of the Corporation and, when
authorized by the Board of Directors, the President or a Vice President,
shall affix the seal to all instruments requiring it and shall attest
the seal and/or the execution of such instruments, as required. He
shall have control of the stock ledger, stock certificate book and
minute books of the Corporation and its committees, and other formal
records and documents relating to the corporate affairs of the
Corporation.
The Assistant Secretary or Assistant Secretaries shall assist the
Secretary in the performance of his duties, exercise and perform his
powers and duties in his absence or disability, and such powers and
duties as may be conferred or required by the Board.
TREASURER
33. (a) The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys, and other valuable effects in the name and to
the credit of the Corporation, in such depositories as may be designated
by the Board of Directors.
(b) He shall disburse the funds of the Corporation in such
manner as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the President and directors, at the
regular meetings of the Board, or whenever they may require it, an
account of all his transactions as Treasurer and of the financial condi-
tion of the Corporation.
(c) He shall give the Corporation a bond if required by the
Board of Directors in a sum, and with one or more sureties satisfactory
to the Board, for the faithful performance of the duties of his office,
and for the restoration of the Corporation, in case of his death, resig-
nation, retirement or removal from office, of all books, papers, vouch-
ers, money and other property of whatever kind in his possession or
under his control belonging to the Corporation.
The Assistant Treasurer or Assistant Treasurers shall assist the
Treasurer in the performance of his duties, exercise and perform his
powers and duties in his absence or disability, and such powers and
duties as may be conferred or required by the Board.
CONTROLLER
34. The Controller of the Corporation shall have full control
of all the books of account of the Corporation and keep a true and
accurate record of all property owned by it, of its debts and of its
revenues and expenses and shall keep all accounting records of the
Corporation other than the record of receipts and disbursements and
those relating to the deposit or custody of money and securities of the
Corporation, which shall be kept by the Treasurer, and shall also make
reports to the directors and others of or relating to the financial
condition of the Corporation.
The Assistant Controller or Assistant Controllers shall assist the
Controller in the performance of his duties, exercise and perform his
powers and duties in his absence or disability, and such powers and
duties as may be conferred or required by the Board.
<PAGE>
VACANCIES
35. If the office of any director becomes vacant by reason of
death, resignation, removal or disability, or any other cause, the
directors then in office, except as otherwise provided in the
Certificate of Incorporation, as amended, although less than a quorum,
by a majority vote, may choose a successor or successors, who shall hold
office until the next annual meeting of stockholders, and thereafter
until a successor or successors shall be elected and shall qualify. If
the office of any officer of the Corporation shall become vacant for any
reason, the Board, by a majority vote of those present at any meeting at
which a quorum is present, may choose a successor or successors who
shall hold office for the unexpired term in respect of which such
vacancy occurred.
RESIGNATIONS
36. Any officer or any director of the Corporation may resign
at any time, such resignation to be made in writing and to take effect
from the time of its receipt by the Corporation, unless some time be
fixed in the resignation, and then from that time.
DUTIES OF OFFICERS MAY BE DELEGATED
37. In case of the absence of any officer of the Corporation,
or for any other reason the Board may deem sufficient, the Board may
delegate, for the time being, the powers or duties, or any of them, of
such officer to any other officer or to any director, provided a
majority of the entire Board concur therein.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
38. The Corporation shall fully indemnify to the extent not
prohibited by law any person made, or threatened to be made, a party to
an action or proceeding, whether civil or criminal, including an
investigative, administrative, legislative or other proceeding, and
including an action by or in the right of the Corporation or any other
corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, by reason of the fact that he, his testator or intestate,
(i) is or was a director, officer, or employee of the Corporation or
(ii) is or was serving at the request of the Corporation, as a director,
officer, or in any other capacity, any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, against any and all
judgments, fines, amounts paid in settlement and expenses, including
attorneys' fees, actually and reasonably incurred as a result of or in
connection with any such action or proceeding or any appeal therein,
except as provided in the next paragraph.
No indemnification shall be made to or on behalf of any
director, officer, or employee if a judgment or other final adjudication
adverse to the director, officer, or employee establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or
that he personally gained in fact a financial profit or other advantage
to which he was not legally entitled.
Except in the case of an action or proceeding against a
director, officer, or employee specifically approved by the Board of
Directors, the Corporation shall pay expenses incurred by or on behalf
of such a person in defending such a civil or criminal action or
proceeding (including appeals) in advance of the final disposition of
such action or proceeding. Such payments shall be made promptly upon
receipt by the Corporation, from time to time, of a written demand of
such person for such advancement, together with an undertaking by or on
behalf of such person to repay any expenses so advanced to the extent
that the person receiving the advancement is ultimately found not to be
entitled to indemnification for such expenses.
The rights to indemnification and advancement of defense
expenses granted by or pursuant to this By-Law (i) shall not limit or
exclude, but shall be in addition to, any other rights which may be
granted by or pursuant to any statute, certificate of incorporation, by-
law, resolution or agreement, (ii) shall be deemed to constitute
contractual obligations of the Corporation to any director, officer, or
employee who serves in such capacity at any time while this By-Law is in
effect, (iii) are intended to be retroactive and shall be available with
respect to events occurring prior to the adoption of this By-Law and
(iv) shall continue to exist after the repeal or modification hereof
with respect to events occurring prior thereto. It is the intent of
this By-Law to require the Corporation to indemnify the persons referred
to herein for the aforementioned judgments, fines, amounts paid in
settlement and expenses, including attorneys' fees, in each and every
circumstance in which such indemnification could lawfully be permitted
by an express provision of a by-law, and the indemnification required by
this By-Law shall not be limited by the absence of an express recital of
such circumstances.
The Corporation may, with the approval of the Board of
Directors, enter into an agreement with any person who is, or is about
to become, a director, officer, or employee of the Corporation, or who
is serving, or is about to serve, at the request of the Corporation, as
a director, officer, or in any other capacity, any other corporation of
any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, which
agreement may provide for indemnification of such person and advancement
of defense expenses to such person upon such terms, and to the extent,
not prohibited by law.
<PAGE>
STOCK OF OTHER CORPORATIONS
39. The Board of Directors shall have the right to authorize
any officer or other person on behalf of the Corporation to attend, act
and vote at meetings of the stockholders of any corporation in which the
Corporation shall hold stock, and to exercise thereat any and all the
rights and powers incident to the ownership of such stock and to execute
waivers of notice of such meetings and calls therefor; and authority may
be given to exercise the same either on one or more designated
occasions, or generally on all occasions until revoked by the Board. In
the event that the Board shall fail to give such authority, such
authority may be exercised by the President or a Vice President in
person or by proxy appointed by him on behalf of the Corporation.
CERTIFICATES OF STOCK
40. Stock of the Corporation may be in certificated or
uncertificated form. Stock of the Corporation represented by
certificates shall be numbered and shall be entered in the books of the
Corporation as the certificates are issued. The certificates shall
exhibit the holder's name and number of shares and shall be signed by
the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, and the seal of
the Corporation shall be affixed thereto. Where any such certificates
of stock are signed by a transfer agent and by a registrar, the
signatures of the President or a Vice President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary upon any
such certificates, if authorized by the Board of Directors, may be made
by engraving, lithographing or printing thereon a facsimile of such
signatures, in lieu of actual signatures, and such facsimile signatures
so engraved, lithographed or printed thereon shall have the same force
and effect as if such officers had actually signed the same.
<PAGE>
In case any officer who has signed, or whose facsimile signature
has been affixed to, any such certificate shall cease to be such officer
before such certificate shall have been delivered by the Corporation,
such certificate may nevertheless be issued and delivered as though the
person who signed such certificate, or whose facsimile signature has
been affixed thereto, had not ceased to be such officer of the
Corporation.
To the extent permitted by law, some or all of any or all classes
and series of stock of the Corporation may be uncertificated stock,
provided that no stock represented by a certificate shall be registered
on the books of the Corporation as uncertificated stock until such
certificate is surrendered to the Corporation.
TRANSFERS OF STOCK
41. Transfers of certificated stock shall be made on the books
of the Corporation only upon the request of the person named in the
certificate or by attorney, lawfully constituted in writing, and upon
surrender of the certificate therefor.
Transfers of uncertificated stock shall be made on the books of the
Corporation only upon the request of the holder of record of such
uncertificated stock or by attorney, lawfully constituted in writing,
and upon receipt by the Corporation of a written instruction signed by
the holder of record of such uncertificated stock or by such attorney
requesting that the transfer of such uncertificated stock be registered
on the books of the Corporation.
FIXING OF RECORD DATE
42. Except as otherwise may be required by provisions of the
Certificate of Incorporation, as amended, relative to meetings of
stockholders required or authorized by the provisions of paragraph (F)
or (H) of Article 7 of the Restated Certificate of Incorporation filed
October 25, 1988, the Board of Directors is hereby authorized to fix a
day and hour not exceeding fifty (50) days (and in the case of a meeting
not less than ten (10) days) preceding the date of any meeting of
stockholders or the date fixed for the payment of any dividend or for
the delivery of evidences of rights, as a record time for the
determination of the stockholders entitled to notice of and to vote at
any such meeting or entitled to receive any such dividend or rights, as
the case may be; and all persons who are holders of record of voting
stock at such time, and no others, shall be entitled to notice of and to
vote at such meeting, and only stockholders of record at any time so
fixed shall be entitled to receive any such dividend or rights; and the
stock transfer books shall not be closed during any such period.
REGISTERED STOCKHOLDERS
43. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim
to, or interest in, such share on the part of any other person, whether
or not it shall have express or other notice thereof, save as expressly
provided by the statutes of the State of New York.
LOST CERTIFICATES
44. Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of that fact, whereupon
a new certificate may be issued of the same tenor and for the same
number of shares as the one alleged to be lost or destroyed; provided,
however, that the Board of Directors may require, as a condition to the
issuance of a new certificate, a bond of indemnity in such form and
amount and with such surety or sureties, or without surety, as the Board
of Directors shall determine, and may also require the advertisement of
such loss in such manner as the Board may prescribe.
INSPECTION OF BOOKS
45. The Board of Directors shall have power to determine
whether and to what extent, and at what time and places and under what
conditions and regulations, the accounts and books of the Corporation
(other than the books required by statute to be open to the inspection
of stockholders), or any of them, shall be open to the inspection of
stockholders, and no stockholders shall have any right to inspect any
account or book or document of the Corporation, except as such right may
be conferred by the statutes of the State of New York or by resolution
of the directors or of the stockholders.
CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS
46. All checks or demands for money and notes of the
Corporation shall be signed by such person or persons (who may but need
not be an officer or officers of the Corporation) as may be authorized
by these By-Laws or as the Board of Directors may from time to time
designate, either directly or through such officers of the Corporation
as shall, by resolution of the Board of Directors, be authorized to
designate such person or persons. If authorized by the Board of
Directors, the signatures of such persons, or any of them, upon any
checks for the payment of money may be made by engraving, lithographing
or printing thereon a facsimile of such signatures, in lieu of actual
signatures, and such facsimile signatures so engraved, lithographed or
printed thereon shall have the same force and effect as if such persons
had actually signed the same.
<PAGE>
All bonds, mortgages and other instruments requiring a seal shall
be executed on behalf of the Corporation by the President or a Vice
President, and the seal of the Corporation shall be thereunto affixed by
the Secretary or an Assistant Secretary who shall, when required, attest
the seal and/or the execution of said instruments. If authorized by the
Board of Directors, the signatures of the President or a Vice President
and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer upon any engraved, lithographed or printed bonds,
debentures, notes or other instruments may be made by engraving,
lithographing or printing thereon a facsimile of such signatures, in
lieu of actual signatures, and such facsimile signatures so engraved,
lithographed or printed thereon shall have the same force and effect as
if such officers had actually signed the same.
In case any officer who has signed any such bonds, debentures,
notes or other instruments shall cease to be such officer before such
bonds, debentures, notes or other instruments shall have been delivered
by the Corporation, such bonds, debentures, notes or other instruments
may nevertheless be adopted by the Corporation and be issued and
delivered as though the person who signed the same had not ceased to be
such officer of the Corporation.
RECEIPTS FOR SECURITIES
47. All receipts for stocks, bonds or other securities received
by the Corporation shall be signed by the Treasurer or an Assistant
Treasurer or by such other person or persons as the Board of Directors
or Executive Committee shall designate.
FISCAL YEAR
48. The fiscal year shall begin the first day of January in
each year.
DIVIDENDS
49. Dividends upon the capital stock of the Corporation, when
earned, may be declared by the Board of Directors at any regular or
special meeting.
The Board of Directors shall have power to fix and determine, and
from time to time to vary, the amount to be reserved as working capital;
to determine whether any, and if any, what part of any, accumulated
surplus net profits shall be declared and paid as dividends, to
determine the date or dates for the declaration or payment of dividends
and to direct and determine the use and disposition of any surplus net
profits, and before payment of any dividend or making any distribution
of profits there may be set aside out of the surplus or net profits of
the Corporation such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purpose
as the directors shall think conducive to the interests of the
Corporation.
DIRECTORS' ANNUAL STATEMENT
50. The Board of Directors shall present at each annual
meeting, and when called for by vote of the stockholders at any special
meeting of the stockholders, a full and clear statement of the business
and condition of the Corporation.
NOTICES
51. Whenever under the provisions of these By-Laws notice is
required to be given to any director, officer or stockholder, it shall
not be construed to require personal notice, but such notice may be
given in writing, by mail, by depositing a copy of the same in a post
office, letter box or mail chute, maintained by the Post Office
Department, in a postpaid sealed wrapper, addressed to such stockholder,
officer or director, at his address as the same appears on the books of
the Corporation.
A stockholder, director or officer may waive in writing any notice
required to be given to him under these By-Laws.
INSPECTORS OF ELECTION
52. Preceding each meeting of the stockholders for the election
of directors, the Board of Directors shall appoint two inspectors of
election to act at such meeting or any adjournment or adjournments
thereof as inspectors of election. In the event that such inspectors
shall not be so appointed, they shall be appointed at the meeting at
which such election is to be held, and if any inspector shall refuse to
serve, or neglect to attend at the election or his office become vacant,
the meeting may appoint an inspector in his place. The inspectors
appointed to act at any meeting of the stockholders shall, before
entering upon the discharge of their duties, be sworn to faithfully
execute the duties of inspector at such meeting with strict
impartiality, and according to the best of their ability, and the oaths
so taken shall be subscribed by them and delivered to the Secretary of
the meeting with a certificate of the result of the vote taken thereat.
AMENDMENTS
53. These By-Laws may be altered or amended by the affirmative
vote of a majority of the stock issued and outstanding and entitled to
vote, or by the affirmative vote of a majority of the Board of Directors
at any meeting duly held as above provided, the notice of which includes
notice of the proposed amendment; provided, however, that no By-Laws
adopted by the Board of Directors regulating the election of directors
or officers shall be valid unless published for at least once a week for
two successive weeks in a newspaper in the County where the election is
to be held, and at least thirty days before such election.
EMERGENCY BY-LAWS
1. These Emergency By-Laws shall be effective upon the order of
the New York State Defense Council, as constituted under the New York
State Defense Emergency Act, or any successor body, in the event of
attack and shall cease to be effective when the Council or successor
body declares the end of the period of attack. During such period, the
By-Laws of this Corporation shall remain in effect except to the extent
superseded by or inconsistent with these Emergency By-Laws.
2. The powers of the Board of Directors of the Corporation
shall be vested in such directors of the Corporation as are readily
available to act. If such directors do not constitute a quorum, then
the full powers of the Board shall be vested in the members of the
Executive Committee who are readily available to act. If members of the
Executive Committee readily available to act do not constitute a quorum,
then the property and business of the Corporation shall be managed by an
Emergency Management Committee composed of not more than five of the
following persons who are readily available to act: (a) Directors of
the Corporation; (b) to the extent necessary, Executive Vice Presidents
of the Corporation, in order of seniority of service in that office; (c)
to the extent necessary, Senior Vice Presidents of the Corporation, in
order of seniority of service in that office; (d) to the extent
necessary, Vice Presidents of the Corporation, in order of seniority of
service in that office; and (e) to the extent necessary and in the
following order: Assistant Vice Presidents in order of seniority of
service in that office; Assistants to the Chairman in order of seniority
of service in that office; Assistants to the President in order of
seniority of service in that office; Secretary; Treasurer.
3. Meetings of such Directors, the Executive Committee or the
Emergency Management Committee may be held at any time and place. At
any meeting of the Emergency Management Committee, three shall consti-
tute a quorum and the act of a majority present at any meeting at which
there is a quorum shall be the act of the Committee.
In the event it is impracticable to hold a meeting of such
Directors, the Executive Committee or the Emergency Management Commit-
tee, the concurrence of individuals comprising any such group may be
expressed orally or in writing (regardless of the manner of transmission
or communication) and such concurrence shall be deemed to be the act of
any such group.
4. Nothing herein shall be deemed to abrogate the power of
Directors remaining in office to choose a successor or successors in the
event of vacancy in the office of any Director, as provided in the By-
Laws of the Corporation. Upon the taking of any such action, any powers
theretofore vested pursuant to these Emergency By-Laws in the Executive
Committee or the Emergency Management Committee shall terminate.
5. Any action taken in good faith under these Emergency By-Laws
shall be as valid and binding as if taken by the Board of Directors even
though subsequent developments may show that at the time such action was
taken conditions requisite for such action did not in fact exist.
<TABLE> <S> <C>
<ARTICLE> UT EXHIBIT 27
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE COMPANY'S FINANCIAL STATEMENTS INCLUDED IN ITS FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,747,660
<OTHER-PROPERTY-AND-INVEST> 63,171
<TOTAL-CURRENT-ASSETS> 1,087,990
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 690,677
<TOTAL-ASSETS> 4,589,498
<COMMON> 430,057
<CAPITAL-SURPLUS-PAID-IN> 430,393
<RETAINED-EARNINGS> 110,353
<TOTAL-COMMON-STOCKHOLDERS-EQ> 970,803
25,000
10,131
<LONG-TERM-DEBT-NET> 1,412,131
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 52,000
<LONG-TERM-DEBT-CURRENT-PORT> 1,446
19,309
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,098,678
<TOT-CAPITALIZATION-AND-LIAB> 4,589,498
<GROSS-OPERATING-REVENUE> 550,734
<INCOME-TAX-EXPENSE> 53,217
<OTHER-OPERATING-EXPENSES> 70,049
<TOTAL-OPERATING-EXPENSES> 367,938
<OPERATING-INCOME-LOSS> 182,796
<OTHER-INCOME-NET> (67)
<INCOME-BEFORE-INTEREST-EXPEN> 0
<TOTAL-INTEREST-EXPENSE> 30,227
<NET-INCOME> 99,285
1,030
<EARNINGS-AVAILABLE-FOR-COMM> 98,255
<COMMON-STOCK-DIVIDENDS> 46,778
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 158,109
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
