FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1994
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
1-11299 ENTERGY CORPORATION 13-5550175
(a Delaware corporation)
225 Baronne Street
New Orleans, Louisiana 70112
Telephone (504) 529-5262
1-10764 ARKANSAS POWER & LIGHT COMPANY 71-0005900
(an Arkansas corporation)
425 West Capitol Avenue, 40th Floor
Little Rock, Arkansas 72201
Telephone (501) 377-4000
1-2703 GULF STATES UTILITIES COMPANY 74-0662730
(a Texas corporation)
350 Pine Street
Beaumont, Texas 77701
Telephone (409) 838-6631
1-8474 LOUISIANA POWER & LIGHT COMPANY 72-0245590
(a Louisiana corporation)
639 Loyola Avenue
New Orleans, Louisiana 70112
Telephone (504) 569-4000
0-320 MISSISSIPPI POWER & LIGHT COMPANY 64-0205830
(a Mississippi corporation)
308 East Pearl Street
Jackson, Mississippi 39201
Telephone (601) 969-2311
0-5807 NEW ORLEANS PUBLIC SERVICE INC. 72-0273040
(a Louisiana corporation)
639 Loyola Avenue
New Orleans, Louisiana 70112
Telephone (504) 569-4000
1-9067 SYSTEM ENERGY RESOURCES, INC. 72-0752777
(an Arkansas corporation)
Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213
Telephone (601) 984-9000
<PAGE>
Indicate by check mark whether the registrants (1) have
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 registrants were
required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days.
Yes X No
Common Stock Outstanding Outstanding at July 31, 1994
Entergy Corporation ($0.01 par value) 227,376,479
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 1994
Page
Number
Definitions 1
Financial Statements:
Entergy Corporation and Subsidiaries:
Consolidated Balance Sheets 4
Statements of Consolidated Income 6
Statements of Consolidated Cash Flows 7
Selected Operating Results 9
Arkansas Power & Light Company:
Balance Sheets 10
Statements of Income 12
Statements of Cash Flows 13
Selected Operating Results 14
Gulf States Utilities Company:
Balance Sheets 15
Statements of Income 17
Statements of Cash Flows 18
Selected Operating Results 19
Louisiana Power & Light Company:
Balance Sheets 20
Statements of Income 22
Statements of Cash Flows 23
Selected Operating Results 24
Mississippi Power & Light Company:
Balance Sheets 25
Statements of Income 27
Statements of Cash Flows 28
Selected Operating Results 29
New Orleans Public Service Inc.:
Balance Sheets 30
Statements of Income 32
Statements of Cash Flows 33
Selected Operating Results 34
System Energy Resources, Inc.:
Balance Sheets 35
Statements of Income 37
Statements of Cash Flows 38
Notes to Financial Statements 39
Management's Financial Discussion and Analysis 55
Part II:
Item 1. Legal Proceedings 70
Item 5. Other Information 78
Item 6. Exhibits and Reports on Form 8-K 81
Experts 83
Signature 84
<PAGE>
This combined Form 10-Q is separately filed by Entergy
Corporation, Arkansas Power & Light Company, Gulf States
Utilities Company, Louisiana Power & Light Company, Mississippi
Power & Light Company, New Orleans Public Service Inc., and
System Energy Resources, Inc. Information contained herein
relating to any individual company is filed by such company on
its own behalf. Each company makes no representation as to
information relating to the other companies. This combined Form
10-Q supplements and updates the Form 10-K, for the calendar year
ended December 31, 1993, and the Form 10-Q for the quarter ended
March 31, 1994, filed by the individual registrants with the SEC,
and should be read in conjunction therewith.
DEFINITIONS
Certain abbreviations or acronyms used in the text are defined
below:
Abbreviation or Acronym Term
ALJ Administrative Law Judge
ANO Arkansas Nuclear One Steam Electric
Generating Station
ANO 2 Unit No. 2 of ANO
AP&L Arkansas Power & Light Company
APSC Arkansas Public Service Commission
Availability Agreement Agreement, dated as of June 21, 1974,
as amended, among System Energy and
AP&L, LP&L, MP&L, and NOPSI, and the
assignments thereof
Capital Funds Agreement Agreement, dated as of June 21, 1974,
as amended, between System Energy and
Entergy Corporation, and the assignments
thereof
CCLM Customer-Controlled Load Management (a
DSM activity utilizing residential time-
of-use rates)
City of New Orleans
or City New Orleans, Louisiana
Council Council of the City of New Orleans,
Louisiana
D.C. Circuit United States Court of Appeals for the
District of Columbia Circuit
DSM Demand-Side Management (Least Cost Plan
activities that influence electricity
usage by customers)
Entergy Corporation Entergy Corporation, a Delaware
corporation, successor to Entergy
Corporation, a Florida Corporation
Entergy Operations Entergy Operations, Inc., a subsidiary
of Entergy Corporation that has
operating responsibility for ANO, Grand
Gulf 1, River Bend, and Waterford 3
Entergy or System Entergy Corporation and its various
direct and indirect subsidiaries
Entergy Power Entergy Power, Inc., a subsidiary of
Entergy Corporation that markets
capacity and energy from certain
generating facilities to other parties,
principally non-affiliates, for resale
Entergy Services Entergy Services, Inc.
FERC Federal Energy Regulatory Commission
First Quarter Form 10-Q The combined Quarterly Report on Form
10-Q for the quarter ended March 31,
1994, of Entergy, AP&L, GSU, LP&L, MP&L,
NOPSI, and System Energy
Form 10-K The combined Annual Report on Form 10-K
for the year ended December 31, 1993, of
Entergy, AP&L, GSU, LP&L, MP&L, NOPSI,
and System Energy
G&R Bonds General and Refunding Mortgage Bonds
issued and issuable by MP&L and NOPSI
Grand Gulf Station Grand Gulf Steam Electric Generating
Station
Grand Gulf 1 Unit No. 1 of the Grand Gulf Station
GSU Gulf States Utilities Company
KWH Kilowatt-Hour(s)
Least Cost Plan Least Cost Integrated Resource Plan
(combination of demand- and supply-side
resources to be used by Entergy to
satisfy electricity demand)
LP&L Louisiana Power & Light Company
LPSC Louisiana Public Service Commission
Merger The combination transaction,
consummated on December 31, 1993, by
which GSU became a subsidiary of Entergy
Corporation and Entergy Corporation
became a Delaware Corporation
Money Pool System Money Pool, which allows certain
System companies to borrow from, or lend
to, certain other System companies
MP&L Mississippi Power & Light Company
MPSC Mississippi Public Service Commission
1991 NOPSI Settlement Agreement, retroactive to October 4,
1991, among NOPSI, the Council and the
Alliance for Affordable Energy, Inc.
that settled certain Grand Gulf 1
prudence issues and pending litigation
related to a resolution adopted by the
Council disallowing the recovery by
NOPSI of $135 million of previously
deferred Grand Gulf 1-related costs
NOPSI New Orleans Public Service Inc.
NRC Nuclear Regulatory Commission
Owner Participant A corporation that, in connection with
the Waterford 3 sale and leaseback
transactions, has acquired a beneficial
interest in a trust, the Owner Trustee
of which is the owner and lessor of
undivided interests in Waterford 3
Owner Trustee Each institution and/or individual
acting as Owner Trustee under a trust
agreement with an Owner Participant in
connection with the Waterford 3 sale
and leaseback transactions
PUCT Public Utility Commission of Texas
Rate Cap The level of GSU's retail electric base
rates in effect at December 31, 1993,
for the Louisiana retail jurisdiction,
and the level in effect prior to the
Texas Cities Rate Settlement for the
Texas retail jurisdiction, that may not
be exceeded for the five years following
December 31, 1993
Reallocation Agreement 1981 Agreement, superseded in part by a
June 13, 1985 decision of the FERC,
among AP&L, LP&L, MP&L, NOPSI, and
System Energy relating to the sale of
capacity and energy from the Grand Gulf
Station
River Bend River Bend Steam Electric Generating
Station, owned 70% by GSU
Revised Plan MP&L's Grand Gulf 1-related rate phase-
in plan, originally approved by the MPSC
in an order issued on September 16,
1985, as modified by the MPSC order
issued September 29, 1988, to bring such
plan into compliance with the
requirements of SFAS No. 92
SEC Securities and Exchange Commission
SFAS Statement of Financial Accounting
Standards as promulgated by the
Financial Accounting Standards Board
SFAS 109 SFAS No. 109, "Accounting for Income
Taxes"
System Agreement Agreement, effective January 1, 1983,
as subsequently modified by decisions of
the FERC, among the System operating
companies relating to the sharing of
generating capacity and other power
resources
System Energy System Energy Resources, Inc.
System Fuels System Fuels, Inc.
System operating
companies AP&L, GSU, LP&L, MP&L, and NOPSI,
collectively
System or Entergy Entergy Corporation and its various
direct and indirect subsidiaries
Unit Power Sales
Agreement Agreement, dated as of June 10,
1982, as amended, among AP&L, LP&L,
MP&L, NOPSI, and System Energy, relating
to the sale of capacity and energy from
System Energy's share of Grand Gulf 1
Waterford 3 Unit No. 3 of the Waterford Steam
Electric Generating Station
<PAGE>
<TABLE>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $21,012,813 $20,848,844
Plant acquisition adjustment - GSU 373,986 380,117
Electric plant under leases 664,531 663,024
Property under capital leases - electric 170,599 175,276
Natural gas 158,249 156,452
Steam products 75,586 75,689
Construction work in progress 615,672 533,112
Nuclear fuel under capital leases 299,730 329,433
Nuclear fuel 48,114 17,760
----------- -----------
Total 23,419,280 23,179,707
Less - accumulated depreciation and amortization 7,408,935 7,157,981
----------- -----------
Utility plant - net 16,010,345 16,021,726
----------- -----------
Other Property and Investments:
Decommissioning trust funds 197,560 172,960
Other 188,128 183,597
----------- -----------
Total 385,688 356,557
----------- -----------
Current Assets:
Cash and cash equivalents:
Cash 40,204 27,345
Temporary cash investments - at cost,
which approximates market 375,039 536,404
----------- -----------
Total cash and cash equivalents 415,243 563,749
Special deposits 46,579 36,612
Notes receivable 16,455 17,710
Accounts receivable:
Customer (less allowance for doubtful accounts of
$8.7 million in 1994 and $8.8 million in 1993) 355,921 315,796
Other 70,109 81,931
Accrued unbilled revenues 291,188 257,321
Fuel inventory 80,481 110,204
Materials and supplies - at average cost 362,364 360,353
Rate deferrals 359,943 333,311
Prepayments and other 103,852 98,144
----------- -----------
Total 2,102,135 2,175,131
----------- -----------
Deferred Debits and Other Assets:
Rate deferrals 1,688,911 1,876,051
SFAS 109 regulatory asset - net 1,389,180 1,385,824
Long-term receivables 240,320 228,030
Unamortized loss on reacquired debt 242,211 210,698
Other 642,514 622,680
----------- -----------
Total 4,203,136 4,323,283
----------- -----------
TOTAL $22,701,304 $22,876,697
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, $.01 par value, authorized 500,000,000
shares; issued 231,219,737 shares in 1994 and 1993 $2,312 $2,312
Paid-in capital 4,224,208 4,223,682
Retained earnings 2,318,200 2,310,082
Less - treasury stock (2,784,708 shares in 1994) 88,298 -
----------- -----------
Total common shareholders' equity 6,456,422 6,536,076
Preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 322,794 349,053
Long-term debt 7,349,044 7,355,962
----------- -----------
Total 14,829,215 14,942,046
----------- -----------
Other Noncurrent Liabilities:
Obligations under capital leases 282,297 322,867
Other 279,833 270,318
----------- -----------
Total 562,130 593,185
----------- -----------
Current Liabilities:
Currently maturing long-term debt 292,975 322,010
Notes payable 149,867 43,667
Accounts payable 363,043 413,727
Customer deposits 131,314 127,524
Taxes accrued 146,147 118,267
Accumulated deferred income taxes 100,660 44,637
Interest accrued 195,352 210,894
Dividends declared 14,041 13,404
Deferred revenue - gas supplier judgment proceeds - 14,632
Deferred fuel cost - 4,528
Obligations under capital leases 186,723 194,015
Other 128,275 240,471
----------- -----------
Total 1,708,397 1,747,776
----------- -----------
Deferred Credits:
Accumulated deferred income taxes 3,826,960 3,849,439
Accumulated deferred investment tax credits 769,777 802,273
Other 1,004,825 941,978
----------- -----------
Total 5,601,562 5,593,690
----------- -----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $22,701,304 $22,876,697
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
ENTERGY CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
For the Three and Six Months Ended June 30, 1994 and 1993
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
1994 1993 1994 1993
(In Thousands, Except Share Data)
<S> <C> <C> <C> <C>
Operating Revenues:
Electric $1,551,673 $1,051,484 $2,891,925 $1,948,750
Natural gas 22,766 18,618 76,845 47,764
Steam products 11,859 - 23,567 -
---------- ---------- ---------- ----------
Total 1,586,298 1,070,102 2,992,337 1,996,514
---------- ---------- ---------- ----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 357,711 181,961 672,439 358,896
Purchased power 109,833 78,720 234,629 135,533
Nuclear refueling outage expenses 16,244 15,580 31,989 30,582
Operation and maintenance 367,223 245,437 703,235 478,603
Depreciation and decommissioning 160,856 109,092 321,665 219,222
Taxes other than income taxes 70,067 48,634 142,919 97,044
Income taxes 89,753 70,925 123,306 102,711
Rate deferrals
Rate deferrals - (313) - (1,626)
Amortization of rate deferrals 88,676 59,492 182,350 122,232
---------- ---------- ---------- ----------
Total 1,260,363 809,528 2,412,532 1,543,197
---------- ---------- ---------- ----------
Operating Income 325,935 260,574 579,805 453,317
---------- ---------- ---------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 3,135 2,174 6,670 4,326
Miscellaneous - net 6,659 15,197 17,892 30,034
Income taxes (3,183) (5,640) (11,380) (15,217)
---------- ---------- ---------- ----------
Total 6,611 11,731 13,182 19,143
---------- ---------- ---------- ----------
Interest Charges:
Interest on long-term debt 158,866 123,110 319,261 246,829
Other interest - net 11,444 5,435 22,455 11,499
Allowance for borrowed funds used
during construction (2,527) (1,495) (5,169) (3,021)
Preferred dividend requirements of
subsidiaries and other 20,426 14,395 41,368 28,980
---------- ---------- ---------- ----------
Total 188,209 141,445 377,915 284,287
---------- ---------- ---------- ----------
Income before Cumulative Effect of
a Change in Accounting Principle 144,337 130,860 215,072 188,173
Cumulative effect to January 1, 1993
of Accruing Unbilled Revenues (net
of income taxes of $57,188) - - - 93,841
---------- ---------- ---------- ----------
Net Income $144,337 $130,860 $215,072 $282,014
========== ========== ========== ==========
Earnings per average common share
before cumulative effect of a
change in accounting principle $0.63 $0.75 $0.94 $1.07
Earnings per average common share $0.63 $0.75 $0.94 $1.61
Dividends declared per common share - - $0.90 $0.80
Average number of common shares
outstanding 229,440,707 174,745,885 230,010,476 174,926,615
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
ENTERGY CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
For the Six Months Ended June 30, 1994 and 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $215,072 $282,014
Noncash items included in net income:
Cumulative effect of a change in accounting principle - (93,841)
Change in rate deferrals/excess capacity-net 164,750 80,652
Depreciation and decommissioning 321,665 219,222
Deferred income taxes and investment tax credits 13,690 (372)
Allowance for equity funds used during construction (6,670) (4,326)
Amortization of deferred revenues (14,632) (19,799)
Changes in working capital:
Receivables (62,170) (55,467)
Fuel inventory 29,723 4,325
Accounts payable (50,684) (50,159)
Taxes accrued 27,880 (4,384)
Interest accrued (15,542) (1,332)
Other working capital accounts (143,630) (77,205)
Refunds to customers - gas contract settlement - (56,027)
Decommissioning trust contributions (11,742) (9,969)
Provision for estimated losses and reserves (4,523) 23,003
Other 45,014 56,989
-------- --------
Net cash flow provided by operating activities 508,201 293,324
-------- --------
Investing Activities:
Construction / capital expenditures (327,154) (176,127)
Allowance for equity funds used during construction 6,670 4,326
Nuclear fuel purchases (44,994) (40,401)
Proceeds from sale/leaseback of nuclear fuel 16,144 22,868
Investment in nonregulated/nonutility properties (113) (58,531)
Decrease in other temporary investments - 17,012
-------- --------
Net cash flow used in investing activities (349,447) (230,853)
-------- --------
Financing Activities:
Proceeds from the issuance of:
First mortgage bonds 59,410 160,000
General and refunding mortgage bonds - 195,000
Other long-term debt 43,644 79,053
Premium and expense on refinancing sale/leaseback bonds (47,602) -
Retirement of:
First mortgage bonds (85,600) (249,704)
General and refunding mortgage bonds (45,000) (99,400)
Other long-term debt (16,108) (21,919)
Repurchase of common stock (88,796) (21,874)
Redemption of preferred stock (26,259) (29,000)
Common stock dividends paid (207,149) (139,566)
Changes in short-term borrowings 106,200 1,200
-------- --------
Net cash flow used in financing activities (307,260) (126,210)
-------- --------
Net decrease in cash and cash equivalents (148,506) (63,739)
Cash and cash equivalents at beginning of period 563,749 379,792
-------- --------
Cash and cash equivalents at end of period $415,243 $316,053
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $336,230 $270,222
Income taxes $79,097 $74,769
Noncash investing and financing activities:
Capital lease obligations incurred $24,303 $22,868
Excess of fair value of decommissioning trust
assets over amount invested $7,477 -
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 1994 and 1993
(Unaudited)
Three Months Ended Increase/
Description 1994 1993 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 489.1 $ 320.3 $ 168.8 53
Commercial 372.2 243.7 128.5 53
Industrial 461.5 276.5 185.0 67
Governmental 40.7 31.4 9.3 30
--------- --------- -------
Total retail 1,363.5 871.9 491.6 56
Sales for resale 90.7 76.0 14.7 19
Other 97.5 103.6 (6.1) (6)
--------- --------- -------
Total $ 1,551.7 $ 1,051.5 $ 500.2 48
========= ========= =======
Billed Electric Energy
Sales (Millions of KWH):
Residential 5,806 3,801 2,005 53
Commercial 4,813 3,069 1,744 57
Industrial 10,079 6,034 4,045 67
Governmental 553 441 112 25
--------- --------- -------
Total retail 21,251 13,345 7,906 59
Sales for resale 2,035 2,338 (303) (13)
--------- --------- -------
Total 23,286 15,683 7,603 48
========= ========= =======
Six Months Ended Increase/
Description 1994 1993 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 965.1 $ 643.4 $ 321.7 50
Commercial 711.3 470.7 240.6 51
Industrial 897.6 545.0 352.6 65
Governmental 79.6 62.5 17.1 27
--------- --------- -------
Total retail 2,653.6 1,721.6 932.0 54
Sales for resale 160.1 134.2 25.9 19
Other 78.2 93.0 (14.8) (16)
--------- --------- -------
Total $ 2,891.9 $ 1,948.8 $ 943.1 48
========= ========= =======
Billed Electric Energy
Sales (Millions of KWH):
Residential 11,868 7,873 3,995 51
Commercial 9,219 5,953 3,266 55
Industrial 19,806 11,887 7,919 67
Governmental 1,079 874 205 23
--------- --------- -------
Total retail 41,972 26,587 15,385 58
Sales for resale 3,771 4,042 (271) (7)
--------- --------- -------
Total 45,743 30,629 15,114 49
========= ========= =======
Note: On December 31, 1993, GSU became a wholly-owned subsidiary of
Entergy Corporation. In accordance with the purchase method
of accounting, the 1993 second quarter and year to date operating
results do not include GSU operating results.
<PAGE>
<TABLE>
ARKANSAS POWER & LIGHT COMPANY
BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $4,170,215 $4,098,355
Property under capital leases 59,744 62,139
Construction work in progress 185,900 197,005
Nuclear fuel under capital lease 86,226 93,606
---------- ----------
Total 4,502,085 4,451,105
Less - accumulated depreciation and amortization 1,663,306 1,604,318
---------- ----------
Utility plant - net 2,838,779 2,846,787
---------- ----------
Other Property and Investments:
Investment in subsidiary companies - at equity 11,232 11,232
Decommissioning trust fund 123,834 108,192
Other - at cost (less accumulated depreciation) 4,436 4,257
---------- ----------
Total 139,502 123,681
---------- ----------
Current Assets:
Cash 10,165 1,825
Accounts receivable:
Customer (less allowance for doubtful
accounts of $2.1 million in 1994 and 1993) 70,350 65,641
Associated companies 30,248 18,312
Other 15,515 20,817
Accrued unbilled revenues 108,436 83,378
Fuel inventory - at average cost 24,575 51,920
Materials and supplies - at average cost 78,550 81,398
Rate deferrals 102,596 92,592
Deferred excess capacity 9,304 9,115
Prepayments and other 47,320 28,303
---------- ----------
Total 497,059 453,301
---------- ----------
Deferred Debits and Other Assets:
Rate deferrals 417,843 475,387
Deferred excess capacity 24,034 28,465
SFAS 109 regulatory asset - net 226,636 234,015
Unamortized loss on reacquired debt 58,523 60,169
Other 118,512 112,300
---------- ----------
Total 845,548 910,336
---------- ----------
TOTAL $4,320,888 $4,334,105
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
ARKANSAS POWER & LIGHT COMPANY
BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, $0.01 par value, authorized
325,000,000 shares; issued and outstanding
46,980,196 shares in 1994 and 1993 $470 $470
Paid-in capital 590,844 590,844
Retained earnings 467,813 448,811
---------- ----------
Total common shareholder's equity 1,059,127 1,040,125
Preferred stock:
Without sinking fund 176,350 176,350
With sinking fund 63,027 70,027
Long-term debt 1,321,150 1,313,315
---------- ----------
Total 2,619,654 2,599,817
---------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 84,752 94,861
Other 55,684 59,750
---------- ----------
Total 140,436 154,611
---------- ----------
Current Liabilities:
Currently maturing long-term debt 28,020 3,020
Notes payable:
Associated companies 17,641 21,395
Other 34,667 667
Accounts payable:
Associated companies 36,120 45,177
Other 71,062 93,611
Customer deposits 16,050 15,241
Taxes accrued 58,641 43,013
Accumulated deferred income taxes 34,872 32,367
Interest accrued 31,318 31,410
Dividends declared 4,833 5,049
Co-owner advances 25,767 39,435
Deferred fuel cost 20,292 16,130
Obligations under capital leases 61,218 60,883
Other 18,818 32,859
---------- ----------
Total 459,319 440,257
---------- ----------
Deferred Credits:
Accumulated deferred income taxes 852,534 876,618
Accumulated deferred investment tax credits 148,872 154,723
Other 100,073 108,079
---------- ----------
Total 1,101,479 1,139,420
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $4,320,888 $4,334,105
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
ARKANSAS POWER & LIGHT COMPANY
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1994 and 1993
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
1994 1993 1994 1993
(In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $414,901 $383,651 $785,992 $730,391
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 67,759 58,323 131,233 117,275
Purchased power 93,427 92,761 184,609 174,431
Nuclear refueling outage expenses 8,839 10,366 17,473 20,732
Other operation and maintenance 89,372 90,624 169,898 177,498
Depreciation and decommissioning 36,540 33,124 72,258 66,555
Taxes other than income taxes 8,508 6,361 17,623 13,741
Income taxes 17,323 7,661 14,918 4,546
Amortization of rate deferrals 33,552 31,099 73,725 65,320
-------- -------- -------- --------
Total 355,320 330,319 681,737 640,098
-------- -------- -------- --------
Operating Income 59,581 53,332 104,255 90,293
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 896 1,033 2,050 2,312
Miscellaneous - net 11,997 14,906 24,561 30,077
Income taxes (3,913) (7,156) (9,684) (17,395)
-------- -------- -------- --------
Total 8,980 8,783 16,927 14,994
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 25,145 27,167 50,378 54,436
Other interest - net 2,500 1,101 4,320 2,017
Allowance for borrowed funds used
during construction (847) (725) (1,667) (1,632)
-------- -------- -------- --------
Total 26,798 27,543 53,031 54,821
-------- -------- -------- --------
Income before Cumulative Effect of
a Change in Accounting Principle 41,763 34,572 68,151 50,466
Cumulative Effect to January 1, 1993
of Accruing Unbilled Revenues (net
of income taxes of $31,140) - - - 50,187
-------- -------- -------- --------
Net Income 41,763 34,572 68,151 100,653
Preferred Stock Dividend Requirements
and Other 4,866 5,299 9,749 10,561
-------- -------- -------- --------
Earnings Applicable to Common Stock $36,897 $29,273 $58,402 $90,092
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
ARKANSAS POWER & LIGHT COMPANY
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1994 and 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $68,151 $100,653
Noncash items included in net income:
Cumulative effect of a change in accounting principle - (50,187)
Change in rate deferrals/excess capacity-net 51,782 42,431
Depreciation and decommissioning 72,258 66,555
Deferred income taxes and investment tax credits (20,012) (28,094)
Allowance for equity funds used during construction (2,050) (2,312)
Changes in working capital:
Receivables (36,401) (22,143)
Fuel inventory 27,345 6,567
Accounts payable (31,606) (4,592)
Taxes accrued 15,628 (2,620)
Interest accrued (92) (546)
Other working capital accounts (38,907) (48,578)
Decommissioning trust contributions (5,288) (5,524)
Provision for estimated losses and reserves (8,224) 20,688
Other (12,839) (3,957)
-------- --------
Net cash flow provided by operating activities 79,745 68,341
-------- --------
Investing Activities:
Construction expenditures (74,778) (65,122)
Allowance for equity funds used during construction 2,050 2,312
Nuclear fuel purchases - (29,072)
Proceeds from sale/leaseback of nuclear fuel - 22,868
-------- --------
Net cash flow used in investing activities (72,728) (69,014)
-------- --------
Financing Activities:
Proceeds from issuance of other long-term debt 27,992 44,519
Retirement of first mortgage bonds (600) (15,600)
Redemption of preferred stock (7,000) (7,000)
Changes in short-term borrowings 30,246 27,140
Dividends paid:
Common stock (39,400) (21,700)
Preferred stock (9,915) (10,830)
-------- --------
Net cash flow provided by financing activities 1,323 16,529
-------- --------
Net increase in cash and cash equivalents 8,340 15,856
Cash and cash equivalents at beginning of period 1,825 -
-------- --------
Cash and cash equivalents at end of period $10,165 $15,856
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $49,205 $54,411
Income taxes $28,677 $41,854
Noncash investing and financing activities:
Capital lease obligations incurred $14,626 $22,868
Excess of fair value of decommissioning trust
assets over amount invested $7,210 -
See Notes to Financial Statements.
</TABLE>
<PAGE>
ARKANSAS POWER & LIGHT COMPANY
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 1994 and 1993
(Unaudited)
Three Months Ended
Description 1994 1993 Increase %
(In Millions)
Electric Operating Revenues:
Residential $ 108.3 $ 103.7 $ 4.6 4
Commercial 74.8 69.3 5.5 8
Industrial 80.6 75.6 5.0 7
Governmental 4.1 4.0 0.1 3
--------- --------- -------
Total retail 267.8 252.6 15.2 6
Sales for resale 102.9 99.1 3.8 4
Other 44.2 32.0 12.2 38
--------- --------- -------
Total $ 414.9 $ 383.7 $ 31.2 8
========= ========= =======
Billed Electric Energy
Sales (Millions of KWH):
Residential 1,141 1,106 35 3
Commercial 986 919 67 7
Industrial 1,441 1,347 94 7
Governmental 57 54 3 6
--------- --------- -------
Total retail 3,625 3,426 199 6
Sales for resale 4,053 3,943 110 3
--------- --------- -------
Total 7,678 7,369 309 4
========= ========= =======
Six Months Ended
Description 1994 1993 Increase %
(In Millions)
Electric Operating Revenues:
Residential $ 231.6 $ 222.6 $ 9.0 4
Commercial 141.1 133.1 8.0 6
Industrial 153.4 146.0 7.4 5
Governmental 8.2 7.8 0.4 5
--------- --------- -------
Total retail 534.3 509.5 24.8 5
Sales for resale 213.8 194.9 18.9 10
Other 37.9 26.0 11.9 46
--------- --------- -------
Total $ 786.0 $ 730.4 $ 55.6 8
========= ========= =======
Billed Electric Energy
Sales (Millions of KWH):
Residential 2,579 2,476 103 4
Commercial 1,917 1,807 110 6
Industrial 2,805 2,642 163 6
Governmental 115 109 6 6
--------- --------- -------
Total retail 7,416 7,034 382 5
Sales for resale 8,507 7,915 592 7
--------- --------- -------
Total 15,923 14,949 974 7
========= ========= =======
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $6,851,569 $6,825,989
Natural gas 43,396 42,786
Steam products 75,586 75,689
Property under capital leases 85,884 86,039
Construction work in progress 84,358 50,080
Nuclear fuel under capital leases 89,057 94,828
---------- ----------
Total 7,229,850 7,175,411
Less - accumulated depreciation and amortization 2,409,052 2,323,804
---------- ----------
Utility plant - net 4,820,798 4,851,607
---------- ----------
Other Property and Investments:
Decommissioning trust fund 19,667 17,873
Other - at cost (less accumulated depreciation) 29,644 29,360
---------- ----------
Total 49,311 47,233
---------- ----------
Current Assets:
Cash and cash equivalents:
Cash 11,108 3,012
Temporary cash investments - at cost,
which approximates market:
Associated companies 39,759 -
Other 81,008 258,337
---------- ----------
Total cash and cash equivalents 131,875 261,349
Accounts receivable:
Customer (less allowance for doubtful accounts
of $2.2 million in 1994 and $2.4 million in 1993) 139,097 117,369
Associated companies 4,438 -
Other 19,517 18,371
Accrued unbilled revenues 35,184 32,572
Deferred fuel costs 13,092 5,883
Fuel inventory 27,932 23,448
Materials and supplies - at average cost 90,123 86,831
Rate deferrals 95,222 90,775
Prepayments and other 22,472 48,948
---------- ----------
Total 578,952 685,546
---------- ----------
Deferred Debits and Other Assets:
Rate deferrals 588,652 638,015
SFAS 109 regulatory asset - net 437,143 432,411
Long-term receivables 233,553 218,079
Unamortized loss on reacquired debt 67,525 70,970
Other 199,693 193,490
---------- ----------
Total 1,526,566 1,552,965
---------- ----------
TOTAL $6,975,627 $7,137,351
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, no par value, authorized
200,000,000 shares; issued and outstanding
100 shares in 1994 and 1993 $114,055 $114,055
Paid-in capital 1,152,344 1,152,304
Retained earnings 511,991 666,401
---------- ----------
Total common shareholder's equity 1,778,390 1,932,760
Preference stock 150,000 150,000
Preferred stock:
Without sinking fund 136,444 136,444
With sinking fund 98,754 101,004
Long-term debt 2,368,757 2,368,639
---------- ----------
Total 4,532,345 4,688,847
---------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 140,709 152,359
Other 47,155 47,107
---------- ----------
Total 187,864 199,466
---------- ----------
Current Liabilities:
Currently maturing long-term debt 425 425
Accounts payable:
Associated companies 19,940 2,745
Other 103,081 109,840
Customer deposits 22,673 21,958
Taxes accrued 31,511 22,856
Interest accrued 56,472 59,516
Nuclear refueling reserve 13,423 22,356
Obligations under capital leases 34,233 41,713
Other 59,504 98,074
---------- ----------
Total 341,262 379,483
---------- ----------
Deferred Credits:
Accumulated deferred income taxes 1,243,022 1,222,999
Accumulated deferred investment tax credits 92,212 94,455
Deferred River Bend finance charges 94,585 106,765
Other 484,337 445,336
---------- ----------
Total 1,914,156 1,869,555
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $6,975,627 $7,137,351
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1994 and 1993
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
1994 1993 1994 1993
(In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues:
Electric $439,015 $423,200 $841,119 $804,731
Natural gas 5,981 6,007 21,827 18,531
Steam products 11,859 13,016 23,567 23,139
-------- -------- -------- --------
Total 456,855 442,223 886,513 846,401
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses and
gas purchased for resale 119,341 126,945 238,359 245,314
Purchased power 54,839 38,035 115,059 74,306
Nuclear refueling outage expenses 2,520 3,360 5,040 6,720
Other operation and maintenance 103,512 95,094 205,562 190,002
Depreciation and decommissioning 49,209 47,277 97,076 94,554
Taxes other than income taxes 9,664 23,643 34,010 48,547
Income taxes 17,573 10,119 16,752 5,297
Amortization of rate deferrals 16,840 15,761 32,737 30,264
-------- -------- -------- --------
Total 373,498 360,234 744,595 695,004
-------- -------- -------- --------
Operating Income 83,357 81,989 141,918 151,397
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 379 144 639 257
Miscellaneous - net 4,085 5,419 8,233 9,192
Income taxes (2,211) (3,143) (4,183) (7,894)
-------- -------- -------- --------
Total 2,253 2,420 4,689 1,555
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 48,770 51,009 97,750 102,613
Other interest - net 4,057 2,430 5,237 4,589
Allowance for borrowed funds used
during construction (301) (96) (507) (323)
-------- -------- -------- --------
Total 52,526 53,343 102,480 106,879
-------- -------- -------- --------
Income before Extraordinary Items and the
Cumulative Effect of Accounting Changes 33,084 31,066 44,127 46,073
Extraordinary Items (net of income taxes) - (285) - (285)
Cumulative Effect to January 1, 1993,
of Accruing Unbilled Revenues (net
of income taxes of $ 6,940) - - - 10,660
-------- -------- -------- --------
Net Income 33,084 30,781 44,127 56,448
Preferred and Preference Stock
Dividend Requirements and Other 7,529 10,306 14,936 20,197
-------- -------- -------- --------
Earnings Applicable to Common Stock $25,555 $20,475 $29,191 $36,251
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
GULF STATES UTILITIES COMPANY
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1994 and 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $44,127 $56,448
Noncash items included in net income:
Extraordinary items - 285
Cumulative effect of a change in accounting principle - (10,660)
Change in rate deferrals 32,737 30,263
Depreciation and decommissioning 97,076 94,554
Deferred income taxes and investment tax credits 19,454 13,657
Allowance for equity funds used during construction (639) (257)
Changes in working capital:
Receivables (29,924) (21,512)
Fuel inventory (4,484) 4,334
Accounts payable 10,436 (19,219)
Taxes accrued 8,655 18,352
Interest accrued (3,044) (1,861)
Other working capital accounts (37,366) (5,273)
Decommissioning trust contributions (1,478) (1,478)
Purchased power settlement - (169,300)
Other 3,127 4,031
-------- --------
Net cash flow provided by (used in) operating activities 138,677 (7,636)
-------- --------
Investing Activities:
Construction expenditures (68,109) (46,582)
Allowance for equity funds used during construction 639 257
Nuclear fuel purchases (16,145) (2,118)
Proceeds from sale/leaseback of nuclear fuel 16,145 2,118
Refund of escrow account and other property - 8,200
-------- --------
Net cash flow used in investing activities (67,470) (38,125)
-------- --------
Financing Activities:
Proceeds from the issuance of:
Preference stock - 146,625
Other long-term debt - 70,979
Retirement of other long-term debt - (80,727)
Redemption of preferred stock (2,250) (18,000)
Dividends paid:
Common stock (183,600) -
Preferred and preference stock (14,831) (19,512)
-------- --------
Net cash flow provided by (used in) financing activities (200,681) 99,365
-------- --------
Net increase (decrease) in cash and cash equivalents (129,474) 53,604
Cash and cash equivalents at beginning of period 261,349 197,741
-------- --------
Cash and cash equivalents at end of period $131,875 $251,345
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $96,470 $100,488
Income taxes 7,573 -
Noncash investing and financing activities:
Capital lease obligations incurred 16,145 2,688
Deficiency of fair value of decommissioning
trust assets over amount invested ($244) -
See Notes to Financial Statements.
</TABLE>
<PAGE>
GULF STATES UTILITIES COMPANY
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 1994 and 1993
(Unaudited)
Three Months Ended Increase/
Description 1994 1993 (Decrease) %
(In Millions)
Electric Department Operating
Revenues:
Residential $ 132.7 $ 128.9 $ 3.8 3
Commercial 102.4 100.8 1.6 2
Industrial 159.9 165.5 (5.6) (3)
Governmental 6.4 6.5 (0.1) (2)
--------- --------- -------
Total retail 401.4 401.7 (0.3) -
Sales for resale 20.4 7.1 13.3 187
Other 17.2 14.4 2.8 19
--------- --------- -------
Total Electric Department $ 439.0 $ 423.2 $ 15.8 4
========= ========= =======
Billed Electric Energy
Sales (Millions of KWH):
Residential 1,672 1,532 140 9
Commercial 1,462 1,369 93 7
Industrial 3,811 3,611 200 6
Governmental 74 72 2 3
--------- --------- -------
Total retail 7,019 6,584 435 7
Sales for resale 709 134 575 429
--------- --------- -------
Total Electric Department 7,728 6,718 1,010 15
Steam Department 421 415 6 1
--------- --------- -------
Total 8,149 7,133 1,016 14
========= ========= =======
Six Months Ended Increase/
Description 1994 1993 (Decrease) %
(In Millions)
Electric Department Operating
Revenues:
Residential $ 256.5 $ 246.1 $ 10.4 4
Commercial 197.1 192.2 4.9 3
Industrial 312.9 320.2 (7.3) (2)
Governmental 12.7 13.2 (0.5) (4)
--------- --------- -------
Total retail 779.2 771.7 7.5 1
Sales for resale 38.8 13.4 25.4 190
Other 23.1 19.6 3.5 18
--------- --------- -------
Total Electric Department $ 841.1 $ 804.7 $ 36.4 5
========= ========= =======
Billed Electric Energy
Sales (Millions of KWH):
Residential 3,273 2,950 323 11
Commercial 2,769 2,576 193 7
Industrial 7,386 7,022 364 5
Governmental 148 146 2 1
--------- --------- -------
Total retail 13,576 12,694 882 7
Sales for resale 1,250 261 989 379
--------- --------- -------
Total Electric Department 14,826 12,955 1,871 14
Steam Department 831 792 39 5
--------- --------- -------
Total 15,657 13,747 1,910 14
========= ========= =======
<PAGE>
<TABLE>
LOUISIANA POWER & LIGHT COMPANY
BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $4,669,176 $4,646,020
Electric plant under lease 226,395 225,083
Construction work in progress 160,962 133,536
Nuclear fuel under capital lease 60,549 61,375
Nuclear fuel 5,065 3,823
---------- ----------
Total 5,122,147 5,069,837
Less - accumulated depreciation and amortization 1,542,290 1,496,107
---------- ----------
Utility plant - net 3,579,857 3,573,730
---------- ----------
Other Property and Investments:
Nonutility property 20,060 20,060
Decommissioning trust fund 25,324 22,109
Investment in subsidiary company - at equity 14,230 14,230
Other 1,016 984
---------- ----------
Total 60,630 57,383
---------- ----------
Current Assets:
Cash and cash equivalents:
Cash 5,715 -
Temporary cash investments - at cost,
which approximates market 28,036 33,489
---------- ----------
Total cash and cash equivalents 33,751 33,489
Special deposits 8,780 19,077
Accounts receivable:
Customer (less allowance for doubtful
accounts of $1.1 million in 1994 and 1993) 78,098 66,575
Associated companies 3,786 2,952
Other 8,764 10,656
Accrued unbilled revenues 64,656 64,314
Deferred fuel costs 4,422 -
Accumulated deferred income taxes - 6,031
Materials and supplies - at average cost 86,013 87,204
Rate deferrals 28,422 28,422
Prepayments and other 38,420 16,510
---------- ----------
Total 355,112 335,230
---------- ----------
Deferred Debits and Other Assets:
Rate deferrals 40,485 54,031
SFAS 109 regulatory asset - net 352,846 349,703
Unamortized loss on reacquired debt 45,754 47,853
Other 47,131 46,068
---------- ----------
Total 486,216 497,655
---------- ----------
TOTAL $4,481,815 $4,463,998
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
LOUISIANA POWER & LIGHT COMPANY
BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, no par value, authorized
250,000,000 shares; issued and outstanding
165,173,180 shares in 1994 and 1993 $1,088,900 $1,088,900
Capital stock expense and other (5,771) (6,109)
Retained earnings 115,311 89,849
---------- ----------
Total common shareholder's equity 1,198,440 1,172,640
Preferred stock:
Without sinking fund 160,500 160,500
With sinking fund 118,793 126,302
Long-term debt 1,457,902 1,457,626
---------- ----------
Total 2,935,635 2,917,068
---------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 26,683 27,508
Other 33,211 27,672
---------- ----------
Total 59,894 55,180
---------- ----------
Current Liabilities:
Currently maturing long-term debt 315 25,315
Notes payable:
Associated companies 54,954 52,041
Other 19,200 -
Accounts payable:
Associated companies 35,082 33,523
Other 59,036 76,284
Customer deposits 53,705 52,234
Accumulated deferred income taxes 8,621 -
Taxes accrued 24,070 15,110
Interest accrued 41,080 42,141
Dividends declared 5,647 5,938
Deferred revenue - gas supplier judgment proceeds - 14,632
Deferred fuel cost - 605
Obligations under capital leases 33,867 33,867
Other 8,012 9,741
---------- ----------
Total 343,589 361,431
---------- ----------
Deferred Credits:
Accumulated deferred income taxes 851,973 834,899
Accumulated deferred investment tax credits 185,413 188,843
Deferred interest - Waterford 3 lease obligation 25,688 25,372
Other 79,623 81,205
---------- ----------
Total 1,142,697 1,130,319
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $4,481,815 $4,463,998
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
LOUISIANA POWER & LIGHT COMPANY
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1994 and 1993
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
1994 1993 1994 1993
(In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $441,643 $399,570 $825,469 $757,426
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 85,518 49,991 143,626 112,587
Purchased power 101,841 104,571 205,337 190,232
Nuclear refueling outage expenses 4,885 4,631 9,476 9,198
Other operation and maintenance 86,143 82,668 159,775 158,551
Depreciation and decommissioning 37,451 35,521 74,843 70,909
Taxes other than income taxes 13,919 12,332 28,356 23,884
Income taxes 24,313 23,497 41,156 42,172
Amortization of rate deferrals 6,887 6,887 13,546 13,546
-------- -------- -------- --------
Total 360,957 320,098 676,115 621,079
-------- -------- -------- --------
Operating Income 80,686 79,472 149,354 136,347
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 978 721 2,089 1,324
Miscellaneous - net 130 444 441 650
Income taxes 50 (45) 40 2,240
-------- -------- -------- --------
Total 1,158 1,120 2,570 4,214
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 31,100 31,761 62,297 62,873
Other interest - net 3,040 2,382 5,628 5,908
Allowance for borrowed funds used
during construction (649) (483) (1,450) (885)
-------- -------- -------- --------
Total 33,491 33,660 66,475 67,896
-------- -------- -------- --------
Net Income 48,353 46,932 85,449 72,665
Preferred Stock Dividend Requirements
and Other 5,701 6,291 11,820 12,747
-------- -------- -------- --------
Earnings Applicable to Common Stock $42,652 $40,641 $73,629 $59,918
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
LOUISIANA POWER & LIGHT COMPANY
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1994 and 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $85,449 $72,665
Noncash items included in net income:
Change in rate deferrals 13,546 13,546
Depreciation and decommissioning 74,843 70,909
Deferred income taxes and investment tax credits 25,253 26,730
Allowance for equity funds used during construction (2,089) (1,324)
Amortization of deferred revenues (14,632) (19,799)
Changes in working capital:
Receivables (10,807) (3,985)
Accounts payable (15,689) (16,449)
Taxes accrued 8,960 1,334
Interest accrued (1,061) (247)
Other working capital accounts (15,707) (14,808)
Refunds to customers - gas contract settlement - (56,027)
Decommissioning trust contributions (2,408) (2,000)
Other 1,464 8,231
-------- --------
Net cash flow provided by operating activities 147,122 78,776
-------- --------
Investing Activities:
Construction expenditures (78,552) (67,953)
Allowance for equity funds used during construction 2,089 1,324
-------- --------
Net cash flow used in investing activities (76,463) (66,629)
-------- --------
Financing Activities:
Proceeds from the issuance of:
First mortgage bonds - 100,000
Other long-term debt - 33,000
Changes in short-term borrowings 22,113 32,706
Retirement of:
First mortgage bonds (25,000) (100,919)
Other long-term debt (63) (21,799)
Redemption of preferred stock (7,509) (12,500)
Dividends paid:
Common stock (48,300) (33,400)
Preferred stock (11,638) (13,089)
-------- --------
Net cash flow used in financing activities (70,397) (16,001)
-------- --------
Net increase (decrease) in cash and cash equivalents 262 (3,854)
Cash and cash equivalents at beginning of period 33,489 22,782
-------- --------
Cash and cash equivalents at end of period $33,751 $18,928
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $64,396 $64,971
Income taxes $18,219 $17,840
Noncash investing and financing activities:
Capital lease obligations incurred $9,677 -
Excess of fair value of decommissioning trust
assets over amount invested $220 -
See Notes to Financial Statements.
</TABLE>
<PAGE>
LOUISIANA POWER & LIGHT COMPANY
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 1994 and 1993
(Unaudited)
Three Months Ended Increase/
Description 1994 1993 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 139.4 $ 117.0 $ 22.4 19
Commercial 92.0 78.7 13.3 17
Industrial 169.1 152.3 16.8 11
Governmental 7.9 6.6 1.3 20
--------- --------- -------
Total retail 408.4 354.6 53.8 15
Sales for resale 8.8 12.6 (3.8) (30)
Other 24.4 32.4 (8.0) (25)
--------- --------- -------
Total $ 441.6 $ 399.6 $ 42.0 11
========= ========= =======
Billed Electric Energy
Sales (Millions of KWH):
Residential 1,691 1,535 156 10
Commercial 1,118 1,025 93 9
Industrial 3,979 3,909 70 2
Governmental 99 92 7 8
--------- --------- -------
Total retail 6,887 6,561 326 5
Sales for resale 217 379 (162) (43)
--------- --------- -------
Total 7,104 6,940 164 2
========= ========= =======
Six Months Ended Increase/
Description 1994 1993 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 264.4 $ 226.6 $ 37.8 17
Commercial 172.8 151.9 20.9 14
Industrial 329.0 304.7 24.3 8
Governmental 15.8 14.1 1.7 12
--------- --------- -------
Total retail 782.0 697.3 84.7 12
Sales for resale 15.7 18.9 (3.2) (17)
Other 27.8 41.2 (13.4) (33)
--------- --------- -------
Total $ 825.5 $ 757.4 $ 68.1 9
========= ========= =======
Billed Electric Energy
Sales (Millions of KWH):
Residential 3,371 3,019 352 12
Commercial 2,146 1,960 186 9
Industrial 7,956 7,734 222 3
Governmental 206 194 12 6
--------- --------- -------
Total retail 13,679 12,907 772 6
Sales for resale 345 519 (174) (34)
--------- --------- -------
Total 14,024 13,426 598 4
========= ========= =======
<PAGE>
<TABLE>
MISSISSIPPI POWER & LIGHT COMPANY
BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $1,432,998 $1,389,229
Construction work in progress 73,241 62,699
---------- ----------
Total 1,506,239 1,451,928
Less - accumulated depreciation and amortization 568,726 577,728
---------- ----------
Utility plant - net 937,513 874,200
---------- ----------
Other Property and Investments:
Investment in subsidiary company - at equity 5,531 5,531
Other 4,756 4,760
---------- ----------
Total 10,287 10,291
---------- ----------
Current Assets:
Cash 355 7,999
Notes receivable 6,673 7,118
Accounts receivable:
Customer (less allowance for doubtful
accounts of $2.5 million in 1994 and 1993) 37,412 33,155
Associated companies 12,016 7,342
Other 3,891 3,672
Accrued unbilled revenues 60,997 57,414
Fuel inventory - at average cost 4,542 8,652
Materials and supplies - at average cost 21,664 20,886
Rate deferrals 106,032 96,935
Prepayments and other 14,806 13,763
---------- ----------
Total 268,388 256,936
---------- ----------
Deferred Debits and Other Assets:
Rate deferrals 451,204 504,428
Notes receivable 6,767 9,951
Other 29,741 20,931
---------- ----------
Total 487,712 535,310
---------- ----------
TOTAL $1,703,900 $1,676,737
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
MISSISSIPPI POWER & LIGHT COMPANY
BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, no par value, authorized
15,000,000 shares; issued and outstanding
8,666,357 shares in 1994 and 1993 $199,326 $199,326
Capital stock expense and other (1,762) (1,864)
Retained earnings 251,472 236,337
---------- ----------
Total common shareholder's equity 449,036 433,799
Preferred stock:
Without sinking fund 57,881 57,881
With sinking fund 38,770 46,770
Long-term debt 494,451 516,156
---------- ----------
Total 1,040,138 1,054,606
---------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 622 686
Other 10,720 6,231
---------- ----------
Total 11,342 6,917
---------- ----------
Current Liabilities:
Currently maturing long-term debt 40,015 48,250
Notes payable:
Associated companies 30,922 11,568
Other 30,000 -
Accounts payable:
Associated companies 34,714 29,181
Other 19,991 12,157
Customer deposits 21,898 21,474
Taxes accrued 24,013 24,252
Accumulated deferred income taxes 45,237 41,758
Interest accrued 18,954 23,171
Dividends declared 1,797 1,985
Obligations under capital leases 140 156
Other 14,097 17,147
---------- ----------
Total 281,778 231,099
---------- ----------
Deferred Credits:
Accumulated deferred income taxes 301,620 311,616
Accumulated deferred investment tax credits 36,276 37,193
SFAS 109 regulatory liability - net 22,988 23,626
Other 9,758 11,680
---------- ----------
Total 370,642 384,115
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $1,703,900 $1,676,737
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
MISSISSIPPI POWER & LIGHT COMPANY
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1994 and 1993
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
1994 1993 1994 1993
(In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $229,790 $229,506 $417,207 $408,973
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 41,818 31,416 64,613 41,349
Purchased power 58,558 71,294 122,880 146,683
Other operation and maintenance 40,643 38,596 77,216 72,000
Depreciation and amortization 9,051 7,980 17,757 15,998
Taxes other than income taxes 10,460 9,823 20,736 19,834
Income taxes 10,628 14,337 11,853 15,327
Amortization of rate deferrals 24,804 17,589 49,609 35,177
-------- -------- -------- --------
Total 195,962 191,035 364,664 346,368
-------- -------- -------- --------
Operating Income 33,828 38,471 52,543 62,605
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 445 226 1,021 395
Miscellaneous - net 158 53 252 555
Income taxes (61) (20) (97) (207)
-------- -------- -------- --------
Total 542 259 1,176 743
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 11,159 12,799 23,196 26,721
Other interest - net 1,844 753 3,274 1,494
Allowance for borrowed funds used
during construction (286) (161) (653) (282)
-------- -------- -------- --------
Total 12,717 13,391 25,817 27,933
-------- -------- -------- --------
Income before Cumulative Effect of
a Change in Accounting Principle 21,653 25,339 27,902 35,415
Cumulative Effect to January 1, 1993
of Accruing Unbilled Revenues (net
of income taxes of $19,456) - - - 32,706
-------- -------- -------- --------
Net Income 21,653 25,339 27,902 68,121
Preferred Stock Dividend Requirements
and Other 1,955 2,374 4,030 4,769
-------- -------- -------- --------
Earnings Applicable to Common Stock $19,698 $22,965 $23,872 $63,352
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
MISSISSIPPI POWER & LIGHT COMPANY
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1994 and 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $27,902 $68,121
Noncash items included in net income:
Cumulative effect of a change in accounting principle - (32,706)
Change in rate deferrals 44,127 19,215
Depreciation and amortization 17,757 15,998
Deferred income taxes and investment tax credits (7,288) (4,878)
Allowance for equity funds used during construction (1,021) (395)
Changes in working capital:
Receivables (12,733) (14,370)
Fuel inventory 4,110 783
Accounts payable 13,367 10,608
Taxes accrued (239) (3,217)
Interest accrued (4,217) 194
Other working capital accounts (4,002) (11,562)
Other (4,311) 4,533
-------- --------
Net cash flow provided by operating activities 73,452 52,324
-------- --------
Investing Activities:
Construction expenditures (80,224) (23,693)
Allowance for equity funds used during construction 1,021 395
-------- --------
Net cash flow used in investing activities (79,203) (23,298)
-------- --------
Financing Activities:
Proceeds from the issuance of:
General and refunding bonds - 125,000
Other long-term debt 15,652 -
Retirement of:
First mortgage bonds - (73,185)
General and refunding bonds (30,000) (55,000)
Other long-term debt (16,045) (120)
Redemption of preferred stock (8,000) (8,000)
Dividends paid:
Common stock (8,800) (27,900)
Preferred stock (4,054) (4,906)
Changes in short-term borrowings 49,354 -
-------- --------
Net cash flow used in financing activities (1,893) (44,111)
-------- --------
Net decrease in cash and cash equivalents (7,644) (15,085)
Cash and cash equivalents at beginning of period 7,999 34,008
-------- --------
Cash and cash equivalents at end of period $355 $18,923
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $29,113 $27,356
Income taxes $8,577 $9,912
See Notes to Financial Statements.
</TABLE>
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 1994 and 1993
(Unaudited)
Three Months Ended Increase/
Description 1994 1993 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 75.0 $ 70.2 $ 4.8 7
Commercial 61.9 57.5 4.4 8
Industrial 45.0 42.3 2.7 6
Governmental 7.3 6.8 0.5 7
--------- --------- -------
Total retail 189.2 176.8 12.4 7
Sales for resale 15.5 12.9 2.6 20
Other 25.1 39.8 (14.7) (37)
--------- --------- -------
Total $ 229.8 $ 229.5 $ 0.3 -
========= ========= =======
Billed Electric Energy
Sales (Millions of KWH):
Residential 869 773 96 12
Commercial 749 656 93 14
Industrial 713 651 62 10
Governmental 87 77 10 13
--------- --------- -------
Total retail 2,418 2,157 261 12
Sales for resale 441 315 126 40
--------- --------- -------
Total 2,859 2,472 387 16
========= ========= =======
Six Months Ended Increase/
Description 1994 1993 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 151.1 $ 140.2 $ 10.9 8
Commercial 120.3 110.9 9.4 8
Industrial 89.1 82.3 6.8 8
Governmental 13.9 13.2 0.7 5
--------- --------- -------
Total retail 374.4 346.6 27.8 8
Sales for resale 23.6 18.5 5.1 28
Other 19.2 43.9 (24.7) (56)
--------- --------- -------
Total $ 417.2 $ 409.0 $ 8.2 2
========= ========= =======
Billed Electric Energy
Sales (Millions of KWH):
Residential 1,845 1,663 182 11
Commercial 1,432 1,280 152 12
Industrial 1,405 1,274 131 10
Governmental 164 151 13 9
--------- --------- -------
Total retail 4,846 4,368 478 11
Sales for resale 573 366 207 57
--------- --------- -------
Total 5,419 4,734 685 14
========= ========= =======
<PAGE>
<TABLE>
NEW ORLEANS PUBLIC SERVICE INC.
BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $478,120 $476,976
Natural gas 114,853 113,666
Construction work in progress 22,750 15,205
-------- --------
Total 615,723 605,847
Less - accumulated depreciation and amortization 338,172 330,268
-------- --------
Utility plant - net 277,551 275,579
-------- --------
Other Investments:
Investment in subsidiary company - at equity 3,259 3,259
-------- --------
Current Assets:
Cash and cash equivalents:
Cash 8,224 1,176
Temporary cash investments - at cost,
which approximates market:
Associated companies 17,522 10,034
Other 29,996 32,107
-------- --------
Total cash and cash equivalents 55,742 43,317
Accounts receivable:
Customer (less allowance for doubtful
accounts of $0.8 million in 1994 and 1993) 30,965 35,801
Associated companies 1,104 1,378
Other 872 876
Accrued unbilled revenues 21,915 19,643
Deferred electric fuel and resale gas costs 3,862 6,323
Accumulated deferred income taxes 492 -
Materials and supplies - at average cost 9,941 11,885
Rate deferrals 27,678 24,587
Prepayments and other 8,991 2,994
-------- --------
Total 161,562 146,804
-------- --------
Deferred Debits and Other Assets:
Rate deferrals 190,720 204,190
SFAS 109 regulatory asset - net 9,699 9,004
Other 9,638 8,769
-------- --------
Total 210,057 221,963
-------- --------
TOTAL $652,429 $647,605
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
NEW ORLEANS PUBLIC SERVICE INC.
BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
1994 1993
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, $4 par value, authorized
10,000,000 shares; issued and outstanding
8,435,900 shares in 1994 and 1993 $33,744 $33,744
Paid-in capital 36,201 36,156
Retained earnings subsequent to the elimination
of the accumulated deficit of $13.9 million on
November 30, 1988 113,948 100,556
-------- --------
Total common shareholder's equity 183,893 170,456
Preferred stock:
Without sinking fund 19,780 19,780
With sinking fund 3,450 4,950
Long-term debt 164,136 188,312
-------- --------
Total 371,259 383,498
-------- --------
Other Noncurrent Liabilities:
Accumulated provision for losses 18,022 18,022
Other 6,716 3,351
-------- --------
Total 24,738 21,373
-------- --------
Current Liabilities:
Currently maturing long-term debt 24,200 15,000
Accounts payable:
Associated companies 17,998 23,080
Other 23,292 22,011
Customer deposits 16,987 16,617
Accumulated deferred income taxes - 4,968
Taxes accrued 12,334 5,161
Interest accrued 4,793 5,472
Dividends declared 374 432
Other 16,337 6,935
-------- --------
Total 116,315 99,676
-------- --------
Deferred Credits:
Accumulated deferred income taxes 100,707 105,096
Accumulated deferred investment tax credits 11,220 11,592
Other 28,190 26,370
-------- --------
Total 140,117 143,058
-------- --------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $652,429 $647,605
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
NEW ORLEANS PUBLIC SERVICE INC.
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1994 and 1993
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
1994 1993 1994 1993
(In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues:
Electric $107,617 $101,565 $186,472 $180,984
Natural gas 16,785 18,617 55,018 47,764
-------- -------- -------- --------
Total 124,402 120,182 241,490 228,748
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses
and gas purchased for resale 26,044 20,676 59,959 46,809
Purchased power 35,209 39,450 72,941 76,463
Other operation and maintenance 20,289 20,596 39,960 42,567
Depreciation and amortization 4,743 4,303 9,453 8,594
Taxes other than income taxes 6,877 6,738 13,931 13,008
Income taxes 7,555 7,025 8,174 8,127
Rate deferrals:
Rate deferrals - (313) - (1,626)
Amortization of rate deferrals 5,805 3,918 12,733 8,189
-------- -------- -------- --------
Total 106,522 102,393 217,151 202,131
-------- -------- -------- --------
Operating Income 17,880 17,789 24,339 26,617
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 124 34 237 34
Miscellaneous - net 474 760 984 1,138
Income taxes (184) (176) (709) 16
-------- -------- -------- --------
Total 414 618 512 1,188
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 4,095 5,358 8,464 10,402
Other interest - net 479 366 938 740
Allowance for borrowed funds used
during construction (92) (31) (176) (33)
-------- -------- -------- --------
Total 4,482 5,693 9,226 11,109
-------- -------- -------- --------
Income before Cumulative Effect of
a Change in Accounting Principle 13,812 12,714 15,625 16,696
Cumulative Effect to January 1, 1993
of Accruing Unbilled Revenues (net
of income taxes of $6,592) - - - 10,948
-------- -------- -------- --------
Net Income 13,812 12,714 15,625 27,644
Preferred Stock Dividend Requirements 375 432 833 903
and Other
-------- -------- -------- --------
Earnings Applicable to Common Stock $13,437 $12,282 $14,792 $26,741
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
NEW ORLEANS PUBLIC SERVICE INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1994 and 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $15,625 $27,644
Noncash items included in net income:
Cumulative effect of a change in accounting principle - (10,948)
Change in rate deferrals 10,379 5,461
Depreciation and amortization 9,453 8,594
Deferred income taxes and investment tax credits (10,899) (1,157)
Allowance for equity funds used during construction (237) (34)
Net pension expense - 2,204
Changes in working capital:
Receivables 2,842 884
Accounts payable (3,801) (8,944)
Taxes accrued 7,173 (706)
Interest accrued (679) (522)
Other working capital accounts 8,180 (8,611)
Other 3,752 628
-------- --------
Net cash flow provided by operating activities 41,788 14,493
-------- --------
Investing Activities:
Construction expenditures (10,855) (8,644)
Allowance for equity funds used during construction 237 34
-------- --------
Net cash flow used in investing activities (10,618) (8,610)
-------- --------
Financing Activities:
Proceeds from the issuance of general
and refunding bonds - 70,000
Retirement of general and refunding bonds (15,000) (44,400)
Redemption of preferred stock (1,500) (1,500)
Dividends paid:
Common stock (1,400) (6,100)
Preferred stock (845) (961)
-------- --------
Net cash flow provided by (used in) financing activities (18,745) 17,039
-------- --------
Net increase in cash and cash equivalents 12,425 22,922
Cash and cash equivalents at beginning of period 43,317 46,070
-------- --------
Cash and cash equivalents at end of period $55,742 $68,992
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $9,663 $11,407
Income taxes $12,671 $8,236
See Notes to Financial Statements.
</TABLE>
<PAGE>
NEW ORLEANS PUBLIC SERVICE INC.
SELECTED OPERATING RESULTS
For the Three and Six Months Ended June 30, 1994 and 1993
(Unaudited)
Three Months Ended Increase/
Description 1994 1993 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 33.6 $ 29.4 $ 4.2 14
Commercial 41.1 38.3 2.8 7
Industrial 6.8 6.2 0.6 10
Governmental 15.1 14.0 1.1 8
--------- --------- -------
Total retail 96.6 87.9 8.7 10
Sales for resale 3.1 3.3 (0.2) (6)
Other 7.9 10.4 (2.5) (24)
--------- --------- -------
Total $ 107.6 $ 101.6 $ 6.0 6
========= ========= =======
Billed Electric Energy
Sales (Millions of KWH):
Residential 433 387 46 12
Commercial 498 469 29 6
Industrial 135 127 8 6
Governmental 234 218 16 7
--------- --------- -------
Total retail 1,300 1,201 99 8
Sales for resale 101 104 (3) (3)
--------- --------- -------
Total 1,401 1,305 96 7
========= ========= =======
Six Months Ended Increase/
Description 1994 1993 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 61.6 $ 54.0 $ 7.6 14
Commercial 80.1 74.8 5.3 7
Industrial 13.1 12.0 1.1 9
Governmental 29.0 27.4 1.6 6
--------- --------- -------
Total retail 183.8 168.2 15.6 9
Sales for resale 4.5 5.8 (1.3) (22)
Other (1.8) 7.0 (8.8) (126)
--------- --------- -------
Total $ 186.5 $ 181.0 $ 5.5 3
========= ========= =======
Billed Electric Energy
Sales (Millions of KWH):
Residential 800 714 86 12
Commercial 955 906 49 5
Industrial 254 237 17 7
Governmental 445 420 25 6
--------- --------- -------
Total retail 2,454 2,277 177 8
Sales for resale 130 185 (55) (30)
--------- --------- -------
Total 2,584 2,462 122 5
========= ========= =======
<PAGE>
<TABLE>
SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
ASSETS
<S> <C> <C>
Utility Plant:
Electric $3,027,236 $3,027,537
Electric plant under lease 438,136 437,941
Construction work in progress 43,941 41,442
Nuclear fuel under capital lease 63,899 79,625
---------- ----------
Total 3,573,212 3,586,545
Less - accumulated depreciation 718,198 669,666
---------- ----------
Utility plant - net 2,855,014 2,916,879
---------- ----------
Other Investments:
Decommissioning trust fund 28,734 24,787
---------- ----------
Current Assets:
Cash and cash equivalents:
Cash - 2,424
Temporary cash investments - at cost,
which approximates market:
Associated companies 65,563 46,601
Other 112,244 147,107
---------- ----------
Total cash and cash equivalents 177,807 196,132
Accounts receivable:
Associated companies 70,458 57,216
Other 3,908 2,057
Materials and supplies - at average cost 71,982 69,765
Recoverable income taxes 60,000 63,400
Prepayments and other 6,228 4,835
---------- ----------
Total 390,383 393,405
---------- ----------
Deferred Debits and Other Assets:
Recoverable income taxes 5,741 29,289
SFAS 109 regulatory asset - net 385,844 384,317
Unamortized loss on reacquired debt 56,718 17,258
Other 130,589 125,131
---------- ----------
Total 578,892 555,995
---------- ----------
TOTAL $3,853,023 $3,891,066
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
1994 1993
(In Thousands)
CAPITALIZATION AND LIABILITIES
<S> <C> <C>
Capitalization:
Common stock, no par value, authorized
1,000,000 shares; issued and outstanding
789,350 shares in 1994 and 1993 $789,350 $789,350
Paid-in capital 7 7
Retained earnings 196,036 228,574
---------- ----------
Total common shareholder's equity 985,393 1,017,931
Long-term debt 1,542,648 1,511,914
---------- ----------
Total 2,528,041 2,529,845
---------- ----------
Other Noncurrent Liabilities:
Obligations under capital leases 8,898 24,679
Other 18,375 18,229
---------- ----------
Total 27,273 42,908
---------- ----------
Current Liabilities:
Currently maturing long-term debt 200,000 230,000
Accounts payable:
Associated companies 9,587 1,928
Other 23,781 18,223
Taxes accrued 10,032 20,952
Interest accrued 42,352 48,929
Obligations under capital leases 55,000 55,000
Other 1,136 2,805
---------- ----------
Total 341,888 377,837
---------- ----------
Deferred Credits:
Accumulated deferred income taxes 782,702 775,630
Accumulated deferred investment tax credits 112,111 113,849
Other 61,008 50,997
---------- ----------
Total 955,821 940,476
---------- ----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $3,853,023 $3,891,066
========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF INCOME
For the Three and Six Months Ended June 30, 1994 and 1993
(Unaudited)
Three Months Ended Six Months Ended
1994 1993 1994 1993
(In Thousands)
<S> <C> <C> <C> <C>
Operating Revenues $151,219 $153,527 $299,066 $318,157
-------- -------- -------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 12,234 15,229 24,221 30,342
Other operation and maintenance 25,951 26,258 47,491 47,355
Depreciation and decommissioning 22,998 22,742 45,967 45,418
Taxes other than income taxes 6,645 6,661 13,518 12,880
Income taxes 17,612 17,098 37,748 40,292
-------- -------- -------- --------
Total 85,440 87,988 168,945 176,287
-------- -------- -------- --------
Operating Income 65,779 65,539 130,121 141,870
-------- -------- -------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 312 160 634 261
Miscellaneous - net 1,517 1,678 2,616 3,046
Income taxes 681 953 (1,039) 2,290
-------- -------- -------- --------
Total 2,510 2,791 2,211 5,597
-------- -------- -------- --------
Interest Charges:
Interest on long-term debt 40,697 46,034 81,874 92,396
Other interest - net 2,760 1,121 4,457 2,206
Allowance for borrowed funds used
during construction (380) (93) (760) (185)
-------- -------- -------- --------
Total 43,077 47,062 85,571 94,417
-------- -------- -------- --------
Net Income $25,212 $21,268 $46,761 $53,050
======== ======== ======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1994 and 1993
(Unaudited)
<CAPTION>
1994 1993
(In Thousands)
<S> <C> <C>
Operating Activities:
Net income $46,761 $53,050
Noncash items included in net income:
Depreciation and decommissioning 45,967 45,418
Deferred income taxes and investment tax credits 8,689 8,763
Allowance for equity funds used during construction (634) (261)
Amortization of debt discount 3,424 2,229
Changes in working capital:
Receivables (15,093) 6,063
Accounts payable 13,217 (6,609)
Taxes accrued (10,920) 3,480
Interest accrued (6,577) (265)
Other working capital accounts (5,279) (3,513)
Recoverable income taxes 26,948 26,204
Decommissioning trust contributions (2,503) (2,445)
Other 8,867 13,788
-------- --------
Net cash flow provided by operating activities 112,867 145,902
-------- --------
Investing Activities:
Construction expenditures (4,280) (5,311)
Allowance for equity funds used during construction 634 261
Nuclear fuel purchases (54) -
-------- --------
Net cash flow used in investing activities (3,700) (5,050)
-------- --------
Financing Activities:
Proceeds from the issuance of first mortgage bonds 59,410 60,000
Retirement of first mortgage bonds (60,000) (60,000)
Premium and expenses paid on refinancing sale/leaseback bonds (47,602) -
Common stock dividends paid (79,300) (63,800)
-------- --------
Net cash flow used in financing activities (127,492) (63,800)
-------- --------
Net increase (decrease) in cash and cash equivalents (18,325) 77,052
Cash and cash equivalents at beginning of period 196,132 181,795
-------- --------
Cash and cash equivalents at end of period $177,807 $258,847
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest - net of amount capitalized $88,723 $92,638
Income taxes (refund) $4,730 ($6,741)
Noncash investing and financing activities:
Excess of fair value of decommissioning trust $291 -
assets over amount invested
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
ARKANSAS POWER & LIGHT COMPANY
GULF STATES UTILITIES COMPANY
LOUISIANA POWER & LIGHT COMPANY
MISSISSIPPI POWER & LIGHT COMPANY
NEW ORLEANS PUBLIC SERVICE INC.
SYSTEM ENERGY RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. COMMITMENTS AND CONTINGENCIES
Cajun - River Bend
Entergy Corporation and GSU
GSU has significant business relationships with Cajun Electric
Power Cooperative, Inc. (Cajun), including co-ownership of River
Bend and Big Cajun 2 Unit 3. GSU and Cajun own 70% and 30% of
River Bend, respectively, while Big Cajun 2 Unit 3 is owned 42%
and 58% by GSU and Cajun, respectively. GSU operates River Bend,
and Cajun operates Big Cajun 2 Unit 3.
In June 1989, Cajun filed a civil action against GSU in the U.
S. District Court for the Middle District of Louisiana. Cajun
stated in its complaint that the object of the suit is to annul,
rescind, terminate, and/or dissolve the Joint Ownership
Participation and Operating Agreement entered into on August 28,
1979 (Operating Agreement) relating to River Bend. Cajun alleges
fraud and error by GSU, breach of its fiduciary duties owed to
Cajun, and/or GSU's repudiation, renunciation, abandonment, or
dissolution of its core obligations under the Operating
Agreement, as well as the lack or failure of cause and/or
consideration for Cajun's performance under the Operating
Agreement. The suit seeks to recover Cajun's alleged $1.6
billion investment in the unit as damages, plus attorneys' fees,
interest, and costs. Two member cooperatives of Cajun have
brought an independent action to declare the Operating Agreement
void, based upon failure to get prior LPSC approval alleged to be
necessary. GSU believes the suits are without merit and is
contesting them vigorously.
A trial without jury on the portion of the suit by Cajun to
rescind the Operating Agreement began on April 12, 1994, and is
continuing. No assurance can be given as to the outcome of this
litigation. If GSU were ultimately unsuccessful in this
litigation and were required to make substantial payments, GSU
would probably be unable to make such payments and would probably
have to seek relief from its creditors under the Bankruptcy Code.
If GSU prevails in this litigation, no assurance can be provided
that Cajun's weak financial condition will allow funding of all
required costs of Cajun's ownership in River Bend.
See pages 103 and 180 of the Form 10-K for the accounting
treatment of preacquisition contingencies in connection with the
Merger, including any charge resulting from an adverse resolution
in the Cajun - River Bend litigation.
In July 1992, Cajun notified GSU that it would fund a limited
amount of costs related to the fourth refueling outage at River
Bend, completed in September 1992. Cajun has also not funded its
share of the costs associated with certain additional repairs and
improvements at River Bend completed during that refueling
outage. GSU has paid the costs associated with such repairs and
improvements without waiving any rights against Cajun. GSU
believes that Cajun is obligated to pay its share of such costs
under the terms of the applicable contract. Cajun has filed a
suit seeking a declaration that it does not owe such funds and
seeking injunctive relief against GSU. GSU is contesting such
suit.
In September 1992, GSU received a letter from Cajun alleging
that the operating and maintenance costs for River Bend are "far
in excess of industry averages" and that "it would be imprudent
for Cajun to fund these excessive costs." Cajun further stated
that until it is satisfied it would fund a maximum of $700,000
per week under protest during the remainder of 1992. In a
December 1992 letter, Cajun stated that it would also withhold
costs associated with certain additional repairs, the majority of
which were incurred during the fifth refueling outage completed
in July 1994. GSU believes that Cajun's allegations are without
merit and is considering its legal and other remedies available
with respect to the underpayments by Cajun. The total resulting
from Cajun's failure to fund repair projects, Cajun's funding
limitation on refueling outages, and the weekly funding
limitation by Cajun was $37 million as of June 30, 1994, compared
with $33.3 million as of December 31, 1993. These amounts are
reflected in long-term receivables.
GSU has been informed that Cajun has had serious financial
problems including the recent finding of imprudence by the LPSC
on Cajun's participation in the River Bend nuclear project.
During 1994, and for the next several years, it is expected that
Cajun's share of River Bend-related costs will be in the range of
$60 million to $70 million per year. Cajun's weak financial
condition could have a material adverse effect on GSU, including
a possible NRC action with respect to the operation of River Bend
and a need to bear additional costs associated with the co-owned
facilities. If GSU is required to fund Cajun's share of costs,
there can be no assurance that such payments will be recovered.
Cajun's weak financial condition could also affect the ultimate
collectibility of amounts owed to GSU, including any amounts
awarded in litigation.
Cajun - Transmission Service
Entergy Corporation and GSU
GSU and Cajun are parties to FERC proceedings related to
transmission service charge disputes. In April 1992, FERC issued
a final order. In May 1992, GSU and Cajun filed motions for
rehearings which are pending consideration by FERC. In June
1992, GSU filed a petition for review in the United States Court
of Appeals regarding certain of the issues decided by FERC. In
August 1993, the United States Court of Appeals rendered an
opinion reversing the FERC order regarding the portion of such
disputes relating to the calculations of certain credits and
equalization charges under GSU's service schedules with Cajun.
The opinion remanded the issues to FERC for further proceedings
consistent with its opinion. In January 1994, FERC denied GSU's
request to collect a surcharge while FERC considers the court's
remand, which GSU has appealed.
GSU interprets the FERC order and the United States Court of
Appeals' decision to mean that Cajun would owe GSU approximately
$90 million as of June 30, 1994. GSU further estimates that if
it prevails in its May 1992 motion for rehearing, Cajun would owe
GSU approximately $125 million as of June 30, 1994. If Cajun
were to prevail in its May 1992 motion for rehearing to FERC, and
if GSU were not to prevail in its May 1992 motion for rehearing
to FERC, and if FERC does not implement the court's remand as GSU
contends is required, GSU estimates it would owe Cajun ap
proximately $81 million as of June 30, 1994. The above amounts
are exclusive of a $7.3 million payment by Cajun on December 31,
1990, which the parties agreed to apply to the disputed
transmission service charges. GSU and Cajun further agreed that
their positions at FERC would remain unaffected by the $7.3
million payment. Pending FERC's ruling on the May 1992 motions
for rehearing, GSU has continued to bill Cajun utilizing the
historical billing methodology and has booked underpaid
transmission charges, including interest, in the amount of $151
million as of June 30, 1994. This amount is reflected in long-
term receivables and in other deferred credits, with no effect on
net income.
Financial Condition
GSU
Although GSU received partial rate relief relating to River
Bend, GSU's financial position was strained from 1986 to 1990 by
its inability to earn a return on and fully recover its
investment and other costs associated with River Bend. GSU's
financial position has continued to improve; however, issues to
be finally resolved in PUCT rate proceedings and appeals thereof,
as discussed in Note 2, combined with the application of
accounting standards, may result in substantial write-offs and
charges that could result in substantial net losses being
reported in 1994, and subsequent periods, with resulting
substantial adverse adjustments to common shareholder's equity.
Future earnings will continue to be adversely affected by the
lack of full recovery and return on the investment and other
costs associated with River Bend.
Capital Requirements and Financing
Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy
Construction expenditures (excluding nuclear fuel) for the
years 1994, 1995, and 1996, and long-term debt and preferred
stock maturities and cash sinking fund requirements for the
period 1994-1996, are estimated to total (in millions):
Long-term Debt and
Construction Expenditures Preferred Stock
Maturities and Cash
Sinking Fund
Requirements
1994 1995 1996 1994-1996
Entergy $629 $560 $550 $1,415
AP&L $181 $172 $175 $112
GSU $140 $128 $119 $215
LP&L $134 $143 $142 $165
MP&L $130 $63 $63 $228
NOPSI $25 $26 $26 $ 81
System Energy $18 $22 $23 $615
The System plans to meet the above requirements with
internally generated funds, including collections under the
System operating companies' rate phase-in plans, and cash on
hand, supplemented by the issuance of long-term debt and
preferred stock. See pages 130-131, 205-206, 240-241, 271-272,
and 301 of the Form 10-K and Notes 4 and 5 for information on the
possible issuance of preferred stock, common stock, and long-term
debt, and the possible retirement, redemption, purchase, or other
acquisition of outstanding securities by the System operating
companies and System Energy.
Nuclear Insurance, Spent Nuclear Fuel, and Decommissioning Costs
Entergy Corporation, AP&L, GSU, LP&L, and System Energy
See pages 96-97, 133-134, 174-175, 208, and 304 of the
Form 10-K for information on nuclear liability, property and
replacement power insurance, and related NRC regulations.
See pages 97-98, 134, 175, 208-209, and 304-305 of the Form
10-K for information on the disposal of spent nuclear fuel, other
high-level radioactive waste, and decommissioning costs
associated with ANO, River Bend, Waterford 3, and Grand Gulf 1.
Decommissioning costs for ANO, Waterford 3, and Grand Gulf 1 have
been recently revised to be approximately $806.3 million, $320.1
million, and $365.9 million, respectively. In March 1994, AP&L
filed with the APSC an interim update of the ANO cost study,
which reflected significant increases in costs of low-level
radioactive waste disposal. AP&L expects to include the updated
costs in an annual decommissioning cost rate rider to be
submitted for approval to the APSC during the fourth quarter of
1994. As of January 1994, LP&L began funding $4.8 million
annually to fund the increased estimated costs for
decommissioning Waterford 3. LP&L plans to file its recently
revised cost study in connection with the LPSC's investigation of
LP&L's rates (see Note 2).
ANO Matters
Entergy Corporation and AP&L
See pages 30, 77, and 123 of the Form 10-K for information
on leaks in certain steam generator tubes at ANO 2 that were
discovered and repaired during an outage in March 1992. During a
refueling outage in September 1992, a comprehensive inspection of
all steam generator tubing was conducted and necessary repairs
were made. During a mid-cycle outage in May 1993, a scheduled
special inspection of certain steam generator tubing was
conducted by Entergy Operations, and additional repairs were
made. Entergy Operations operated ANO 2 with no further steam
generator inspections until the refueling outage that was
completed on April 23, 1994. Inspections during the outage
revealed additional cracks; however, most were smaller than those
seen in earlier inspections, except for one relatively large
crack. Based upon results of these inspections and an
inconclusive pressure test, Entergy Operations plans to inspect
the steam generator tubes during a mid-cycle outage tentatively
scheduled for January 1995. The operations and power output of
the unit have not been materially adversely affected.
Environmental Issues
GSU
GSU has been notified by the U. S. Environmental Protection
Agency (EPA) that it has been designated as a potentially
responsible party for the cleanup of sites on which GSU and
others have or have been alleged to have disposed of material
designated as hazardous waste. GSU is currently negotiating with
the EPA and state authorities regarding the cleanup of some of
these sites. Several class action and other suits have been
filed in state and federal courts seeking relief from GSU and
others for damages caused by the disposal of hazardous waste and
for asbestos-related disease allegedly resulting from exposure on
GSU premises. While the amounts at issue in the cleanup efforts
and suits may be substantial, GSU believes that its results of
operations and financial condition will not be materially
affected by the outcome of the suits.
As of June 30, 1994, GSU has accrued cumulative amounts
related to the cleanup of six sites at which GSU has been
designated a potentially responsible party, totaling $25.2
million since 1990. Through June 30, 1994, GSU has expensed $7.1
million cumulatively on the cleanup, resulting in a remaining
liability of $18.1 million as of June 30, 1994.
Waterford 3 Lease Obligations
LP&L
In September 1989, LP&L entered into three substantially
identical, but entirely separate, transactions for the sale and
leaseback of three undivided portions (aggregating approximately
9.3%) of its 100% ownership interest in Waterford 3. See pages
210-211 of the Form 10-K and Note 5 below for information.
Upon the occurrence of certain events, LP&L may be obligated
to pay amounts sufficient to permit the Owner Participants to
withdraw from the lease transactions, and LP&L may be required to
assume the outstanding bonds issued by the Owner Trustee to
finance, in part, its acquisition of the undivided interests in
Waterford 3. These events include failure, at specified dates,
to maintain equity capital of at least 30% of adjusted
capitalization and a fixed charge coverage ratio of at least
1.50. As of June 30, 1994, LP&L's total equity capital
(including preferred stock) was 49.32% of adjusted
capitalization, and its fixed charge coverage ratio was 3.30.
Reimbursement Agreement
System Energy
Under the provisions of the Reimbursement Agreement, as
amended, and letters of credit related to the Grand Gulf 1 sale
and leaseback transactions, System Energy has agreed to a number
of covenants relating to the maintenance of equity at not less
than 33%, and common equity at not less than 29%, of adjusted
capitalization, and a fixed charge coverage ratio of at least
1.60. As of June 30, 1994, System Energy's equity and common
equity, in each case, approximated 34% of its adjusted
capitalization, and its fixed charge coverage ratio was 1.91.
Failure by System Energy to perform its covenants under the
Reimbursement Agreement could give rise to a draw under the
letters of credit and/or an early termination of the letters of
credit. If such letters of credit were not replaced in a timely
manner, a default under System Energy's related leases could
result.
See Note 2, "FERC Audit - Proposed Settlement," for
information on a proposed settlement, which, if ultimately
sustained and implemented, would cause System Energy to fall
below the required equity and fixed charge coverage covenant
levels. System Energy has obtained the consent of the banks
(parties to the reimbursement agreement) to waive these
covenants, for the 12-month period beginning with the earlier of
a write-off or the first refund, if such write-off or refund
occurs prior to December 31, 1994. System Energy believes the
conditions included in the proposed settlement are covered by the
waiver. The waiver is conditioned upon System Energy not paying
any common stock dividends to Entergy Corporation until the
equity ratio covenant is once again met. If the proposed
settlement had been in effect as of June 30, 1994, System
Energy's common equity would have been approximately 32.52% of
its adjusted capitalization, and its fixed charge coverage ratio
would have been approximately 1.28. System Energy expects that
by the end of the 12 month waiver period, it will be in
compliance with the equity and fixed charge covenants. Also, see
pages 296-297 of the Form 10-K for further information.
System Fuels
AP&L, LP&L, MP&L, NOPSI, and System Energy
See pages 133, 207, 242-243, 274, and 305 of the Form 10-K
for information on certain commitments and contingencies of
System Fuels, and related commitments and contingencies of AP&L,
LP&L, MP&L, NOPSI, and System Energy, respectively, in connection
with System Fuels' fuel procurement programs.
Other
Entergy Corporation and System Energy
See pages 96 and 302 of the Form 10-K for information on
Entergy Corporation's commitments to System Energy under the
Capital Funds Agreement.
AP&L, LP&L, MP&L, NOPSI, and System Energy
See pages 302-303 of the Form 10-K for information on System
Energy relating to the Unit Power Sales, Availability, and
Reallocation Agreements. See also pages 132-133, 206-207, 242,
and 273-274 of the Form 10-K for information on commitments and
potential liabilities of AP&L, LP&L, MP&L, and NOPSI,
respectively, relating to these agreements.
NOTE 2. RATE AND REGULATORY MATTERS
River Bend
Entergy Corporation and GSU
In May 1988, the PUCT granted GSU a permanent increase in
annual revenues of $59.9 million resulting from the inclusion in
rate base of approximately $1.6 billion of company-wide River
Bend plant investment and approximately $182 million of related
Texas retail jurisdiction deferred River Bend costs (Allowed
Deferrals). In addition, the PUCT disallowed as imprudent $63.5
million of company-wide River Bend plant costs and placed in
abeyance, with no finding of prudence, approximately $1.4 billion
of company-wide River Bend plant investment and approximately
$157 million of Texas retail jurisdiction deferred River Bend
operating and carrying costs. The PUCT affirmed that the
ultimate rate treatment of such amounts would be subject to
future demonstration of the prudence of such costs. GSU and
intervening parties appealed this order (Rate Appeal) and GSU
filed a separate rate case asking that the abeyed River Bend
plant costs be found prudent (Separate Rate Case). Intervening
parties filed suit in a Texas district court to prohibit the
Separate Rate Case. The district court's decision was ultimately
appealed to the Texas Supreme Court, which ruled in 1990 that the
prudence of the purported abeyed costs could not be relitigated
in a separate rate proceeding. The Texas Supreme Court's
decision stated that all issues relating to the merits of the
original PUCT order, including the prudence of all River Bend-
related costs, should be addressed in the Rate Appeal.
In October 1991, the Texas district court in the Rate Appeal
issued an order holding that, while it was clear the PUCT made an
error in assuming it could set aside $1.4 billion of the total
costs of River Bend and consider them in a later proceeding, the
PUCT, nevertheless, found that GSU had not met its burden of
proof related to the amounts placed in abeyance. The court also
ruled that the Allowed Deferrals should not be included in rate
base under a 1991 decision regarding El Paso Electric Company's
similar deferred costs. The court further stated that the PUCT
had erred in reducing GSU's deferred costs by $1.50 for each
$1.00 of revenue collected under the interim rate increases
authorized in 1987 and 1988. The court remanded the case to the
PUCT with instructions as to the proper handling of the Allowed
Deferrals. GSU's motion for rehearing was denied and, in
December 1991, GSU filed an appeal of the October 1991 district
court order. The PUCT also appealed the October 1991 district
court order, which served to supersede the district court's
judgment, rendering it unenforceable under Texas law.
In September 1993, the Texas Third District Court of Appeals
(the Appellate Court) remanded the October 1991 district court
decision to the PUCT "to reexamine the record evidence to
whatever extent necessary to render a final order supported by
substantial evidence and not inconsistent with our opinion." The
Appellate Court held that the PUCT's failure to include the
company-wide $1.4 billion of River Bend construction costs in
rate base was not based on substantial evidence. The Appellate
Court also held that GSU's deferred operating and maintenance
costs associated with the allowed portion of River Bend should be
included in rate base, but that its deferred River Bend carrying
costs should not be included in rate base.
In May 1994, the Appellate Court withdrew its September 1993
opinion and entered a substitute opinion, changing its earlier
decision concerning the $1.4 billion of abeyed construction costs
and affirming the district court's decision that there was
substantial evidence to support the PUCT's 1988 decision not to
include those costs in GSU's rate base. While acknowledging that
the PUCT had exceeded its authority when it attempted to defer a
decision on the inclusion of those costs in rate base in order to
allow GSU a further opportunity to demonstrate the prudence of
those costs in a subsequent proceeding, the Appellate Court found
that GSU had suffered no harm or lack of due process as a result
of the PUCT's error. Accordingly, the Appellate Court held that
the PUCT's action had the effect of disallowing the company-wide
$1.4 billion of River Bend construction costs for ratemaking
purposes. In its substituted opinion, the Appellate Court
repeated its earlier decision that GSU's deferred operating and
maintenance costs associated with the allowed portion of River
Bend should be included in rate base, but that its deferred River
Bend carrying costs should not be included in rate base. Since
the PUCT had included both carrying costs and operating and
maintenance costs in GSU's rate base, the Appellate Court
remanded the case to the PUCT on this issue.
The Appellate Court's substituted opinion was entered by two
judges, with a third judge dissenting. The dissenting opinion
states that the result of the majority opinion is, among other
things, to deprive GSU of due process at the PUCT because the
PUCT never reached a finding on the $1.4 billion of construction
costs.
In June 1994, the Texas Supreme Court decided three cases
involving the inclusion of deferred costs in rate base. The
Texas Supreme Court held that there is no distinction between the
treatment of deferred carrying costs and deferred operating and
maintenance costs, and that such costs capitalized pursuant to a
PUCT deferred accounting order may be included in rate base
through a subsequent rate case to the extent that they are found
to have been prudently and reasonably incurred, that they are
related to property used and useful in providing service, and
that inclusion of those costs in rate base is necessary to
preserve the utility's financial integrity. This test differs
from the test applied by the Appellate Court in its substituted
opinion, and GSU has asked the Appellate Court to reconsider its
opinion in light of these Texas Supreme Court cases.
GSU has also asked the Appellate Court to reconsider its
substituted opinion as to the $1.4 billion in River Bend
construction costs. Barring further review by the Appellate
Court, GSU will appeal the Appellate Court's decision to the
Texas Supreme Court on both issues.
As of June 30, 1994, the River Bend plant costs disallowed
for retail ratemaking purposes in Texas, the River Bend plant
costs held in abeyance, and the related cost deferrals totaled
(net of taxes) approximately $14 million, $295 million (both net
of depreciation), and $170 million, respectively. Allowed
Deferrals were approximately $92 million, net of taxes and
amortization, as of June 30, 1994. GSU estimates it has
collected approximately $148 million of revenues as of June 30,
1994, as a result of the originally ordered rate treatment by the
PUCT of these deferred costs. If recovery of the Allowed
Deferrals is not upheld, future revenues based upon those allowed
deferrals could also be lost, and no assurance can be given as to
whether or not refunds of revenue received based upon such
deferred costs previously recorded will be required.
No assurance can be given as to the timing or outcome of the
remands or appeals described above. Pending further developments
in these cases, GSU has made no write-offs for the River Bend-
related costs. Management believes, based on advice from Clark,
Thomas & Winters, a Professional Corporation, legal counsel of
record in the Rate Appeal, that it is reasonably possible that
the case will be remanded to the PUCT, and the PUCT will be
allowed to rule on the prudence of the abeyed River Bend plant
costs. Rate Caps imposed by the PUCT's regulatory approval of
the Merger could result in GSU being unable to use the full
amount of a favorable decision to immediately increase rates;
however, a favorable decision could permit some increases and/or
limit or prevent decreases during the period the Rate Caps are in
effect. At this time, management and legal counsel are unable to
predict the amount, if any, of the abeyed and previously
disallowed River Bend plant costs that ultimately may be
disallowed by the PUCT. A net of tax write-off as of June 30,
1994, of up to $309 million could be required based on an
ultimate adverse ruling by the PUCT on the abeyed and disallowed
costs.
In prior proceedings, the PUCT has held that the original
cost of nuclear power plants will be included in rates to the
extent those costs were prudently incurred. Based upon the
PUCT's prior decisions, management believes that its River Bend
construction costs were prudently incurred and that it is
reasonably possible that it will recover in rate base, or
otherwise through means such as a deregulated asset plan, all or
substantially all of the abeyed River Bend plant costs. However,
management also recognizes that it is reasonably possible that
not all of the abeyed River Bend plant costs may ultimately be
recovered.
As part of its direct case in the Separate Rate Case, GSU
filed a cost reconciliation study prepared by Sandlin Associates,
management consultants with expertise in the cost analysis of
nuclear power plants, which supports the reasonableness of the
River Bend costs held in abeyance by the PUCT. This
reconciliation study determined that approximately 82% of the
River Bend cost increase above the amount included by the PUCT in
rate base was a result of changes in federal nuclear safety
requirements and provided other support for the remainder of the
abeyed amounts.
There have been four other rate proceedings in Texas
involving nuclear power plants. Investment in the plants
ultimately disallowed ranged from 0% to 15%. Each case was
unique, and the disallowances in each were made on a case-by-case
basis for different reasons. Appeals of most, if not all, of
these PUCT decisions are currently pending.
The following factors support management's position that a
loss contingency requiring accrual has not occurred, and its
belief that all, or substantially all, of the abeyed plant costs
will ultimately be recovered:
1. The $1.4 billion of abeyed River Bend plant costs have
never been ruled imprudent and disallowed by the PUCT.
2. Sandlin Associates' analysis which supports the prudence
of substantially all of the abeyed construction costs.
3. Historical inclusion by the PUCT of prudent construction
costs in rate base.
4. The analysis of GSU's internal legal staff, which has
considerable experience in Texas rate case litigation.
Additionally, management believes, based on advice from
Clark, Thomas, & Winters, a Professional Corporation, legal
counsel of record in the Rate Appeal, that it is reasonably
possible that the Allowed Deferrals will continue to be recovered
in rates. Management also believes, based on advice from Clark,
Thomas, & Winters, a Professional Corporation, legal counsel of
record in the Rate Appeal, that it is reasonably possible that
the deferred costs related to the $1.4 billion of abeyed River
Bend plant costs will be recovered in rates to the extent that
the $1.4 billion of abeyed River Bend plant is recovered.
However, a write-off of the $170 million of deferred costs
related to the $1.4 billion of abeyed River Bend plant costs
would be required if they are not allowed to be recovered in
rates.
See pages 103 and 180 of the Form 10-K for the accounting
treatment of preacquisition contingencies, including any River
Bend write-down.
FERC Audit - Proposed Settlement
Entergy Corporation and System Energy
In December 1990, FERC Division of Audits issued an audit
report for System Energy for the years 1986 through 1988. The
report recommended that System Energy (1) write off, and not
recover in rates, approximately $95 million of Grand Gulf 1 costs
included in utility plant related to certain System income tax
allocation procedures alleged to be inconsistent with FERC's
accounting requirements, and (2) compute refunds for the years
1987 to date to correct for resulting overcollections from AP&L,
LP&L, MP&L, and NOPSI.
In August 1992, FERC issued an opinion and order (August 4
Order) which found that System Energy overstated its Grand Gulf 1
utility plant account by approximately $95 million as indicated
in FERC's report. The order required System Energy to make
adjusting accounting entries and refunds, with interest, to AP&L,
LP&L, MP&L, and NOPSI within 90 days from the date of the order.
System Energy filed a request for rehearing, and in October 1992,
FERC issued an order allowing additional time for its
consideration of the request. In addition, it deferred System
Energy's refund obligation until 30 days after FERC issues an
order on rehearing.
In June 1994, System Energy, AP&L, LP&L, MP&L, and NOPSI
reached a tentative settlement with the FERC staff and other
parties. The proposed settlement, which is subject to approval
by FERC, would require System Energy to refund or credit
approximately $60 million to AP&L, LP&L, MP&L, and NOPSI, which
would in turn make refunds to their customers (except for those
portions attributable to AP&L's and LP&L's retained share of
Grand Gulf 1 costs). Additionally, System Energy would refund or
credit a total of approximately $62 million, plus interest, to
AP&L, LP&L, MP&L, and NOPSI over the period through July 2004.
The proposed settlement would also require the write-off of
certain related unamortized balances of deferred investment tax
credits by AP&L, LP&L, MP&L, and NOPSI. Had the proposed
settlement been effective in the second quarter of 1994, it would
have reduced Entergy Corporation's consolidated net income for
the quarter and six months ended June 30, 1994, by approximately
$71.5 million, partially offset by the write-off of the
unamortized balances of related deferred investment tax credits
of approximately $66.5 million ($27.3 million for AP&L; $31.5
million for LP&L; $6 million for MP&L; and $1.7 million for
NOPSI). Pursuant to the proposed settlement, System Energy would
also reclassify from utility plant to other deferred debits
approximately $81 million of other Grand Gulf 1 costs. Although
excluded from rate base, System Energy would be permitted to
recover such costs over a 10 year period. Interest on the $62
million refund and the loss of the return on the $81 million of
other Grand Gulf 1 costs will reduce Entergy's and System
Energy's net income by approximately $10 million annually over
the next 10 years. System Energy currently plans to file with
FERC for approval of the proposed settlement in August 1994.
However, there can be no assurance that FERC will ultimately
approve the settlement in its current form.
As a result of the charges associated with the refunds,
System Energy requires the consent of certain banks (parties to
the reimbursement agreements) to temporarily waive the fixed
charge coverage and equity ratio covenants in the letters of
credit and reimbursement agreement related to the Grand Gulf 1
sale and leaseback transaction. System Energy has obtained the
consent of the banks to waive these covenants, for the 12-month
period beginning with the earlier of a write-off or the first
refund, if such refund occurs prior to December 31, 1994. System
Energy believes the conditions included in the proposed
settlement are covered by the waiver. The waiver is conditioned
upon System Energy not paying any common stock dividends to
Entergy Corporation until the equity ratio covenant is once again
met. Absent a waiver, System Energy's failure to perform these
covenants could cause a draw under the letters of credit and/or
early termination of the letters of credit. If the letters of
credit were not replaced in a timely manner, a default or early
termination of System Energy's leases could result.
Texas Cities Rate Settlement
Entergy Corporation and GSU
In June 1993, 13 cities within GSU's Texas service area
instituted an investigation to determine whether GSU's current
rates were justified. In October 1993, the general counsel of
the PUCT instituted an inquiry into the reasonableness of GSU's
rates. In November 1993, a settlement agreement was filed with
the PUCT which provides for an initial reduction in GSU's annual
retail base revenues in Texas of approximately $22.5 million
effective for electric usage on or after November 1, 1993, and a
second reduction of $20 million to be effective September 1994.
Pursuant to the settlement, GSU reduced rates with a $20 million
one-time bill credit in December 1993, and refunded approximately
$3 million to Texas retail customers on bills rendered in
December 1993. The PUCT approved the settlement agreement on
July 21, 1994. The cities' rate inquiries were settled earlier
on the same terms.
Filings with the PUCT and Texas Cities
Entergy Corporation and GSU
In March 1994, the Texas Office of Public Utility Counsel
and certain cities served by GSU instituted a second
investigation of the reasonableness of GSU's rates. In June
1994, GSU provided the Cities with information GSU believes
supports the current rate level in compliance with their March
1994 investigation. GSU filed the same information with the PUCT
in June 1994, pursuant to provisions of the Merger agreement. In
August 1994, the Cities' consultants issued a report that
indicated GSU's current rates were approximately $40 to $50
million in excess of current requirements. GSU can provide no
assurance as to the ultimate outcome in this matter; however, any
rate reduction could be retroactive to March 31, 1994. A final
determination by the cities that GSU's rates should be reduced
can be appealed by GSU to the PUCT. GSU intends to vigorously
oppose any reductions in current rates.
Louisiana
GSU
Previous rate orders of the LPSC related to the River Bend
phase-in plan have been appealed, and pending resolution of
various appellate proceedings, GSU has made no write-off for the
disallowance of $30.6 million of rate deferrals that GSU recorded
for the period December 16, 1987, through February 18, 1988.
LPSC Investigation
Entergy Corporation, GSU, and LP&L
In response to a preliminary report of the LPSC indicating
that the rates of return on equity of several electric utilities
subject to the LPSC's jurisdiction may be too high, GSU provided
the LPSC with information GSU believes supports the current rate
level. In September 1993, the LPSC deferred review of GSU's base
rates until the first post-Merger earnings analysis is filed in
accordance with the LPSC Merger approval. In May 1994, GSU made
the required first post-Merger earnings analysis filing with the
LPSC, which GSU believes supports the current level of rates.
Recognizing that LP&L was subject to a rate freeze until
March 1994, the LPSC requested LP&L to explain its "relatively
high cost of debt" compared to other electric utilities subject
to LPSC jurisdiction. LP&L responded to this request, and in an
August 1993 report to the LPSC, the LPSC's legal consultants
acknowledged LP&L's rationale for its cost of debt in comparison
to two other utilities subject to the LPSC's jurisdiction. In
October 1993, the LPSC approved a schedule to conduct a review of
LP&L's rates and rate structure upon the expiration of LP&L's
rate freeze. Discovery is currently underway and hearings are
scheduled to begin in December 1994. In August 1994, LP&L will
file a cost of service analysis with the LPSC, which LP&L
believes will support its current rate level.
February 1994 Ice Storm
Entergy Corporation, AP&L, and MP&L
In early February 1994, an ice storm left more than 221,000
Entergy customers without electric power across the System's four-
state service area. The storm was the most severe natural
disaster ever to affect the System, causing damage to
transmission and distribution lines, equipment, poles, and
facilities in certain areas, primarily in Mississippi. Repair
costs are currently estimated to be $114.6 million, $27.5
million, and $78.7 million for the System, AP&L, and MP&L,
respectively with $83.8 million, $16.6 million, and $65.3 million
of these amounts estimated to be capitalized as plant-related
costs. The remaining balances have been charged against the
respective companies' regulatory storm damage reserves, except
for MP&L which recorded a deferred debit. Estimated construction
expenditures (see Note 1) reflect the above amounts. On April
16, 1994, MP&L filed for rate recovery of costs related to the
ice storm. MP&L's filing, as subsequently amended, requested
recovery of the revenue requirement associated with MP&L's ice
storm costs recorded through April 30, 1994. MP&L intends to
make another ice storm rate filing with the MPSC by early 1995 to
recover ice storm costs recorded by MP&L after April 30, 1994.
In early August 1994, MP&L and the MPSC's Public Utilities Staff
(MPUS) entered into a stipulation with respect to the recovery of
ice storm costs recorded through April 30, 1994. Under the
stipulation, which must be approved by the MPSC, MP&L will
implement for five years, beginning in October 1994, an ice storm
rider schedule that will increase rates approximately $8 million
annually. At the end of the five year period, the revenue
requirement associated with the undepreciated ice storm
capitalized costs will be included in MP&L's base rates to the
extent that this revenue requirement does not result in MP&L's
rate of return on rate base being above the benchmark rate of
return under MP&L's formula rate plan.
NOPSI Rate Reduction/Credit
Entergy Corporation and NOPSI
See pages 27 and 266-268 of the Form 10-K for information
regarding the 1991 NOPSI Settlement and a 1992 gas rate
settlement. Under the terms of the 1991 NOPSI Settlement and a
1992 gas rate settlement, NOPSI agreed that during the period
October 1, 1992 through October 31, 1996, the Council will have
the right to investigate the appropriateness of NOPSI's rates if
NOPSI's return on equity on its operations (calculated in
accordance with the applicable provisions of the 1991 NOPSI
Settlement and a 1992 gas rate settlement) for twelve month
periods subsequent to September 30, 1992, were to exceed 13.76%,
and after rate hearing(s), to impose a credit on NOPSI's
customers' bills over the ensuing twelve month period in an
amount that would have allowed NOPSI, during the relevant test
year, to earn a return on equity incident to its operations of no
less than 12.76%.
On July 7, 1994, NOPSI and the Council agreed that, based on
the test year ended September 30, 1993, NOPSI's earnings exceeded
its revenue requirement by $24.95 million and in accordance with
the terms of the 1991 NOPSI Settlement and a 1992 gas rate
settlement, there would be a prospective base rate reduction for
twelve months commencing July 14, 1994. The reduction, because
of the rate freeze, will be accomplished by means of a credit (to
be expressed on a per kwh basis) to customers' bills. The per
kilowatt hour credit will be calculated by dividing test year
overearnings by test year kwh consumption and applied to kilowatt
hour usage during the period ending July 13, 1995. In the first
quarter of 1994, NOPSI recorded a $14.3 million reserve for the
anticipated revenue reduction, which reduced net income by $8.8
million (net of tax). The reserve will be reduced by the actual
credits prospectively applied to customers bills in accordance
with the terms of the July 7, 1994 agreement.
Management believes that any rate investigation by the
Council in accordance with the 1991 settlement agreement and a
1992 gas rate settlement which may propose a base rate reduction
to be in effect after the expiration of the rate freeze should
reflect, as an offset, any rate reduction credit then in effect
as a result of overearnings during the rate freeze period. NOPSI
can provide no assurance as to the level of return on common
equity that will be achieved from operations, nor the amount of
rate reduction/credit, if any, prior to or after the end of the
rate freeze. NOPSI's earnings for the nine months ended June 30,
1994, are comparable to the earnings by NOPSI for the same period
included in the test year ended September 30, 1993.
LPSC Fuel Cost Review
GSU
In November 1993, the LPSC ordered a review of GSU's fuel
costs. The LPSC stated that fuel costs for the period October
1988 through September 1991 (Phase 1) would be reviewed based on
the number of outages at River Bend and the findings in the June
1993 PUCT fuel reconciliation case. In July 1994, the LPSC made
a decision in the Phase 1 fuel review case and ordered GSU to
refund approximately $27 million to its customers. Under the
order, $13.1 million, which was not contested under a recent
Louisiana Supreme Court decision as discussed below, is to be
refunded immediately through a billing credit on August bills.
The remaining portion of the LPSC ordered refund, which is being
contested by GSU, is suspended to allow GSU 30 days to review the
report of special counsel and request rehearing of this remaining
portion. GSU will then be given an opportunity to address this
remaining refund portion in the LPSC's August open session.
Unless the LPSC amends its order in the August session, GSU plans
to appeal the order.
In February 1990, the LPSC disallowed the pass-through to
ratepayers for the portion of GSU's cost to purchase power from
Nelson Industrial Steam Company (NISCO) representing the excess
of NISCO's purchase price of the units over GSU's depreciated
cost of the units. GSU appealed the 1990 order. In March 1994,
the Louisiana Supreme Court ruled in favor of the LPSC. GSU
recorded an estimated refund provision of $13.1 million, before
related income taxes of $5.3 million.
PUCT Fuel Cost Review
GSU
For information on the June 1993 PUCT fuel reconciliation
case, see page 164 of the Form 10-K.
In June 1994, GSU filed a petition with the PUCT for the
reconciliation of over- and under-recovery of fuel and purchased
power expenses for the period October 1, 1991, through December
31, 1993, in accordance with the Texas merger settlement
agreement. GSU is required to reconcile its fuel costs from the
end of the period of its last fuel reconciliation through the
Merger closing date to reflect the fuel and purchased power costs
GSU incurred as a stand-alone company. GSU believes there was a
net under-recovery of approximately $4.6 million for the period
but has indicated that it does not propose to surcharge the under-
recovery at this time. A prehearing conference was held on July
18, 1994, at which time a procedural schedule was adopted which
provides for hearings to begin on January 9, 1995.
NOTE 3. LINES OF CREDIT AND RELATED BORROWINGS
See pages 89, 129, 169, 203, 239, 270, and 300 of the Form
10-K for information on Entergy Corporation's, the System
operating companies', and System Energy's short-term borrowing
authorizations, including the Money Pool, and certain limitations
thereon, and lines of credit with banks. As of June 30, 1994,
GSU had unused lines of credit for short-term borrowings of $5.0
million. On March 25, 1994, GSU received SEC authorization to
participate in the Money Pool. GSU is authorized to effect short-
term borrowings of up to $125 million, subject to increase to as
much as $455 million after further SEC approval. On April 21,
1994, AP&L, LP&L, and MP&L received SEC approval to increase
their short-term borrowing limits to $200 million (from $125
million), $200 million (from $125 million), and $113 million
(from $100 million), respectively. As of June 30, 1994, Entergy
Corporation and the System operating companies had outstanding
short-term borrowings from the Money Pool and/or from banks as
follows (in millions):
Company Money Pool Banks
Entergy Corporation - $43.0
AP&L $17.6 $34.0
GSU - -
LP&L $55.0 $19.2
MP&L $30.9 $30.0
NOPSI - -
NOTE 4. PREFERRED AND COMMON STOCK
Entergy Corporation
Entergy Corporation has a program to repurchase shares of
its outstanding common stock either on the open market or through
negotiated purchases or tender offers. Stock repurchases are
made from time to time depending upon market conditions and
authorization of the Entergy Corporation Board of Directors.
During the first six months of 1994, 2,805,000 shares of common
stock were repurchased and were accounted for as treasury stock
using the average cost method, at a cost of $88.8 million.
AP&L
In the first quarter of 1994, AP&L redeemed, pursuant to
sinking fund requirements, 200,000 shares of its 13.28% Series
Preferred Stock, $25 par value. On June 1, 1994, AP&L redeemed,
pursuant to sinking fund requirements, 80,000 shares of its 9.92%
Series Preferred Stock, $25 par value. On July 1, 1994, AP&L
redeemed, pursuant to sinking fund requirements, 20,000 shares of
its 10.60% Series Preferred Stock, $100 par value.
GSU
GSU has requested, but has not yet received, SEC
authorization to issue and sell, through December 31, 1995, up to
$700 million aggregate principal amount of preferred stock and/or
first mortgage bonds and medium term notes. The proceeds will be
used for general corporate purposes and the repayment and/or
redemption of certain outstanding securities. On March 15, 1994,
GSU redeemed, pursuant to sinking fund requirements, 22,500
shares of its Adjustable Rate Series B Preferred Stock, $100 par
value.
LP&L
In the first quarter of 1994, LP&L redeemed, pursuant to
sinking fund requirements, 300,000 shares of its 12.64% Series
Preferred Stock, $25 par value. On May 2, 1994, LP&L redeemed,
pursuant to sinking fund requirements, 416 shares of its 14.72%
Series Preferred Stock, $25 par value, which represented the
remaining outstanding shares of this series. On July 1, 1994,
LP&L redeemed, pursuant to sinking fund requirements, 240,000
shares of its 10.72% Series Preferred Stock, $25 par value.
MP&L
In the first quarter of 1994, MP&L redeemed, pursuant to
sinking fund requirements, 70,000 shares of its 9.76% Series
Preferred Stock, $100 par value, and 10,000 shares of its 12.00%
Series Preferred Stock, $100 par value. On July 1, 1994, MP&L
redeemed, pursuant to sinking fund requirements, 70,000 shares of
its 9.00% Series Preferred Stock, $100 par value.
NOPSI
On March 1, 1994, NOPSI redeemed 15,000 shares of its 15.44%
Series Preferred Stock, $100 par value.
NOTE 5. LONG-TERM DEBT
AP&L
AP&L has received SEC authorization to enter into
arrangements for the issuance and sale, through December 31,
1996, of up to $200 million aggregate principal amount of tax-
exempt bonds. The proceeds of the sale have been or will be used
to acquire and construct certain pollution control or sewage and
solid waste disposal facilities at AP&L's generating plants or to
refinance outstanding tax-exempt bonds issued for that purpose.
On June 22, 1994, AP&L entered into arrangements with Pope
County, Arkansas and Jefferson County, Arkansas for the issuance
and sale by these counties of $19.5 million of 6.30% Pollution
Control Revenue Refunding Bonds (Pope Bonds) due 2016 and $9.2
million of 6.30% Pollution Control Revenue Refunding Bonds
(Jefferson Bonds) due 2018, respectively. Funds provided by the
issuance of the Pope Bonds and Jefferson Bonds were used on July
15, 1994, to redeem $16.6 million of Pope County, Arkansas
Pollution Control Revenue Bonds 7.35% due 2006, $2.9 million of
Pope County, Arkansas Pollution Control Revenue Bonds 7.25% due
2008, and $9.2 million of Jefferson County, Arkansas Pollution
Control Revenue Bonds 7.25% due 2008. On February 1, 1994, AP&L
redeemed, pursuant to sinking fund requirements, $0.4 million of
its 8.75% Series First Mortgage Bonds due 1998. On May 1, 1994,
AP&L redeemed, pursuant to sinking fund requirements, $0.2
million of its 6.25% Series First Mortgage Bonds due 1996.
GSU
GSU has requested, but has not yet received, SEC
authorization to issue and sell, through December 31, 1995, up to
$700 million aggregate principal amount of its first mortgage
bonds, medium term notes and/or preferred stock. The proceeds
will be used for general corporate purposes and the repayment or
redemption of certain outstanding securities. GSU has also
requested SEC authorization to enter into arrangements for the
issuance and sale, through December 31, 1995, of up to $250
million aggregate principal amount of tax-exempt bonds for the
financing or refinancing of certain sewage and/or solid waste
disposal facilities. The proceeds from the sale of tax-exempt
bonds will be used to finance certain sewage and/or solid waste
disposal or pollution control facilities or to refinance
outstanding tax-exempt bonds issued for that purpose. In
addition, GSU has requested, but has not yet received, SEC
authorization to purchase or otherwise acquire its outstanding
pollution control revenue bonds and/or industrial development
revenue bonds through December 31, 1995. On July 1, 1994, GSU
redeemed, pursuant to sinking fund requirements, $0.425 million
of Iberville Parish 7.0% Series Pollution Control Revenue Bonds.
LP&L
LP&L has requested, but not yet received, SEC authorization
to undertake, should LP&L decide to do so, the refunding of
approximately $310 million of intermediate-term and long-term
bonds issued by the Owner Trustee when it acquired interests in
Waterford 3 in 1989. Such bonds became optionally redeemable in
July 1994. During the first six months of 1994, LP&L redeemed,
pursuant to sinking fund requirements, $0.2 million of various
series of its pollution control and industrial revenue bond
obligations. On June 1, 1994, LP&L retired $25 million of its
4.625% Series First Mortgage Bonds upon maturity. On July 20,
1994, LP&L entered into arrangements with the Parish of St.
Charles, Louisiana, whereby such parish issued and sold $20.4
million of its 6-7/8% Environmental Revenue Bonds due 2024.
MP&L
On April 1, 1994, MP&L retired $30 million of its 9.9%
Series G&R Bonds upon maturity. On April 20, 1994, MP&L entered
into arrangements with Warren County, Mississippi and Washington
County, Mississippi for the issuance of an aggregate of $16.0
million principal amount of 7% Pollution Control Revenue
Refunding Bonds due 2022, the proceeds of which were used to
redeem $8.1 million principal amount of 8.5% Warren County
Pollution Control Revenue Bonds and $7.9 million principal amount
of 7.5% Washington County Pollution Control Revenue Bonds on May
13, 1994. On July 14, 1994, MP&L issued $25 million of its 8.25%
Series G&R Bonds due 2004. A portion of the net proceeds from
the issuance and sale of these G&R Bonds was used on July 15,
1994, to retire $18 million of MP&L's 11.11% Series G&R Bonds
upon maturity.
NOPSI
On May 2, 1994, NOPSI redeemed, pursuant to sinking fund
requirements, $15 million of its 10.95% Series G&R Bonds.
System Energy
On January 11, 1994, System Energy refinanced $435 million
aggregate principal amount of secured lease obligation bonds
originally issued as part of the financing for the sale and
leaseback of undivided portions of Grand Gulf 1. The secured
lease obligation bonds of $356 million, 7.43% series due 2011 and
$79 million, 8.2% series due 2014 are indirectly secured by liens
on, and a security interest in, certain ownership interests and
the respective leases relating to Grand Gulf 1. On April 28,
1994, System Energy issued $60 million of its 7-5/8% Series First
Mortgage Bonds due 1999. On May 2, 1994, System Energy redeemed,
pursuant to mandatory and optional sinking fund requirements, $60
million of its 11% Series First Mortgage Bonds due 2000.
NOTE 6. RETAINED EARNINGS
On July 29, 1994, Entergy Corporation's Board of Directors
declared a common stock dividend of 45 cents per share payable
on September 1, 1994.
NOTE 7. FAIR VALUE DISCLOSURE
The System adopted the provisions of SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities," effective January 1, 1994. As a result, at June 30,
1994, the System has recorded on the balance sheet an additional
$7.5 million in decommissioning trust funds, representing the
amount by which the fair value of the securities held in such
funds exceeds the amounts recovered in rates and deposited in the
funds and the related earnings on the amounts deposited. Due to
the regulatory treatment for decommissioning trust funds, the
System recorded an offsetting amount in unrealized gains on
investment securities as a regulatory liability in other deferred
credits.
__________________________________________
In the opinion of Entergy Corporation, AP&L, GSU, LP&L,
MP&L, NOPSI, and System Energy, the accompanying unaudited
condensed financial statements contain all adjustments
(consisting primarily of normal recurring accruals and
reclassifying previously reported amounts to conform to current
classifications) necessary for a fair statement of the results
for the interim periods presented. However, the business of
AP&L, GSU, LP&L, MP&L, and NOPSI is subject to seasonal
fluctuations with the peak period occurring during the summer
months. The results for the interim periods presented should not
be used as a basis for estimating results of operations for a
full year.
In accordance with the purchase method of accounting, the
1993 second quarter and first six months results of operations
for Entergy Corporation reported in its Statements of
Consolidated Income and Cash Flows do not include GSU's results
of operations. However, the Results of Operations discussion in
"Management's Financial Discussion & Analysis" is presented with
GSU's 1993 results of operations included for comparative
purposes. This information is not necessarily indicative of the
results of operations that would have occurred had the Merger
been consummated for the period for which it is being given
effect, nor is it necessarily indicative of future operating
results.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
ARKANSAS POWER & LIGHT COMPANY
GULF STATES UTILITIES COMPANY
LOUISIANA POWER & LIGHT COMPANY
MISSISSIPPI POWER & LIGHT COMPANY
NEW ORLEANS PUBLIC SERVICE INC.
SYSTEM ENERGY RESOURCES, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
Entergy, AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy
Liquidity is important to Entergy due to the capital
intensive nature of its business, which requires large
investments in long-lived assets. While large capital
expenditures for the construction of new generating capacity are
not currently planned, the System nevertheless requires
significant capital resources primarily for the periodic maturity
of certain series of debt and preferred stock. See Note 1 for
additional information on the System's capital and refinancing
requirements in 1994 - 1996. Net cash flow from operations for
Entergy, the System operating companies, and System Energy for
the six months ended June 30, 1994 and 1993, was as follows (in
millions):
Six Months Six Months
Ended Ended
Company 6/30/94 6/30/93
Entergy * $ 508.2 $ 293.3
AP&L $ 79.7 $ 68.3
GSU $ 138.7 $ (7.6)
LP&L $ 147.1 $ 78.8
MP&L $ 73.5 $ 52.3
NOPSI $ 41.8 $ 14.5
System Energy $ 112.9 $ 145.9
* Entergy's net cash flow from operations for the six months
ended June 30, 1993, excludes GSU because the Merger was not
yet consummated.
In the first six months of 1994, as in recent years, cash
from operations, supplemented by cash on hand, was sufficient to
meet substantially all investing and financing requirements,
including capital expenditures, dividends, and debt/preferred
stock maturities. (However, MP&L substantially increased its
short-term borrowings because of unexpected costs incurred as a
result of an ice storm.) Entergy's ability to fund most of its
capital requirements with cash from operations results, in part,
from our continued efforts to streamline operations and reduce
costs as well as collections under the Grand Gulf 1 rate phase-in
plans, which exceed current cash requirements for Grand Gulf 1-
related costs. (In the income statement, these revenue
collections are offset by the amortization of previously deferred
costs; therefore, there is no effect on net income.) The System
operating companies and System Energy have the ability, subject
to regulatory approval, to meet future capital requirements
through future debt or preferred stock issuances, as discussed
below. Also, to the extent current market interest and dividend
rates allow, the System operating companies and System Energy may
continue to refinance high-cost debt and preferred stock prior to
maturity.
Productive investment of excess funds is necessary to
enhance the long-term value of Entergy Corporation's common
stock. Entergy Corporation expects to invest approximately $150
million per year in nonregulated and nonutility businesses. See
"Significant Factors and Known Trends - Nonregulated Investments"
for additional information.
Entergy Corporation's current primary capital requirements
are to periodically invest in, or make loans to, its
subsidiaries. Entergy Corporation expects to meet these
requirements in 1994 - 1996 with internally generated funds and
cash on hand. Entergy Corporation also pays dividends on its
common stock, which aggregated $207.1 million in the first six
months of 1994. Declarations of dividends on common stock are
made at the discretion of Entergy Corporation's Board of
Directors (Board). Entergy Corporation's management has
announced that it intends to maintain the current dividend payout
level and recommend future dividend increases to the Board only
if such increases are justified by sustained earnings growth of
Entergy Corporation and its subsidiaries. Entergy Corporation
receives funds through dividend payments from its subsidiaries.
During the first six months of 1994, these common stock dividend
payments totaled $360.8 million. Certain restrictions may
limit the amount of these distributions (see page 94 of the Form
10-K and Note 2).
Entergy Corporation has a program to repurchase shares of
its outstanding common stock. The occurrence and amount of such
repurchases depend upon market conditions and authorization from
Entergy Corporation's Board of Directors. See Note 4 for
additional information. Entergy Corporation has requested SEC
authorization for a $300 million bank line of credit, the
proceeds of which are expected to be used for common stock
repurchases, investments in nonregulated and nonutility
businesses, and other activities. Certain parties have
intervened in this proceeding, and the application is pending.
Certain agreements and restrictions limit the amount of
mortgage bonds and preferred stock that can be issued by each of
the System operating companies and System Energy. Based on the
most restrictive applicable tests as of June 30, 1994, and an
assumed annual interest or dividend rate of 9%, each of the
System operating companies and System Energy could have issued
bonds or preferred stock in the following amounts (in millions):
Company Bonds Preferred Stock
AP&L $ 218 $ 690
GSU $ 424 $ -
LP&L $ 69 $ 714
MP&L $ 238 $ 209
NOPSI $ 87 $ 190
System Energy $ 291 *
* System Energy's charter does not provide for the issuance of
preferred stock.
In addition, the System operating companies and System
Energy have the conditional ability to issue bonds against the
retirement of bonds, in some cases without meeting an earnings
coverage test. AP&L may also issue preferred stock to refund
outstanding preferred stock without meeting an earnings coverage
test. GSU has no earnings coverage limitations on the issuance
of preference stock. For information on the System operating
companies' and System Energy's regulatory authorizations to issue
and acquire securities, see Notes 4 and 5, and pages 90-94, 129-
131, 170-172, 204-206, 239-241, 271-272, and 301 of the Form 10-
K. See Note 3 for information on the System's short-term
borrowings.
Entergy Corporation and GSU
See Notes 1 and 2, and Part II, Item 1. "Legal
Proceedings," regarding litigation with Cajun and River Bend rate
appeals. Substantial write-offs or charges resulting from
adverse rulings in these matters could result in substantial net
losses being reported in 1994, and subsequent periods, with
resulting substantial adverse adjustments to common shareholder's
equity. Also, adverse resolution of these matters could
adversely affect GSU's ability to continue to pay dividends and
obtain financing, which could in turn affect GSU's liquidity.
Entergy Corporation and System Energy
In connection with the financing of Grand Gulf 1, Entergy
Corporation has undertaken, to provide to System Energy
sufficient capital to (1) maintain System Energy's equity capital
at an amount equal to at least 35% of System Energy's total
capitalization (excluding short-term debt), (2) permit the
continuation of commercial operation of Grand Gulf 1, and (3)
enable System Energy to pay in full all borrowings of System
Energy, whether at maturity, on prepayment, on acceleration or
otherwise. In addition, Entergy Corporation has agreed to make
certain cash capital contributions, if required, to enable System
Energy to make payments when due on its long-term debt.
System Energy
The financial condition of System Energy significantly
depends on the continued commercial operation of Grand Gulf 1 and
on the receipt of payments from AP&L, LP&L, MP&L, and NOPSI.
Such payments are System Energy's only source of operating
revenues.
In addition, System Energy's financial condition could be
affected by the outcome of a pending FERC audit matter. As
discussed in Note 2, FERC Division of Audits issued a report in
December 1990 that recommended that System Energy write off and
not recover in rates approximately $95 million of Grand Gulf 1
costs included in utility plant, and compute refunds for
overcollections from AP&L, LP&L, MP&L, and NOPSI.
In June 1994, System Energy, AP&L, LP&L, MP&L, and NOPSI
reached a tentative settlement with the FERC staff and certain
other parties. The proposed settlement, which is subject to
approval by FERC, would require System Energy to refund or credit
approximately $60 million to AP&L, LP&L, MP&L, and NOPSI, which
would in turn make refunds to their customers (except for those
portions attributable to AP&L's and LP&L's retained share of
Grand Gulf 1 costs). Additionally, System Energy would refund or
credit a total of approximately $62 million, plus interest, to
AP&L, LP&L, MP&L, and NOPSI over the period through July 2004.
Interest on the $62 million refund and loss of the return on
certain Grand Gulf 1 costs will reduce Entergy's and System
Energy's net income by approximately $10 million annually over
the next 10 years. System Energy currently plans to file with
FERC for approval of the proposed settlement in August 1994.
However, there can be no assurance that FERC will ultimately
approve the settlement in its current form. See Note 2 for
additional information.
NOPSI
As discussed in Note 2, under the terms of the 1991 NOPSI
Settlement and a 1992 gas rate settlement, the Council has the
right to review NOPSI's return on equity annually through October
31, 1996 under certain circumstances. Also, NOPSI is currently
operating under electric and gas base rate freezes through
October 31, 1996.
On July 7, 1994, NOPSI and the Council agreed that, based on
the test year ended September 30, 1993, NOPSI's earnings exceeded
its revenue requirement by $24.95 million and in accordance with
the terms of the 1991 NOPSI Settlement and a 1992 gas rate
settlement, there would be a prospective base rate reduction for
twelve months commencing July 14, 1994. The reduction, because of
the rate freeze, will be accomplished by means of a credit (to be
expressed on a per kwh basis) to customers' bills. NOPSI's
earnings for the nine months ended June 30, 1994, are comparable
to the earnings by NOPSI for the same period included in the test
year ended September 30, 1993. For additional information, see
Note 2.
RESULTS OF OPERATIONS
ENTERGY
On December 31, 1993, GSU became a subsidiary of Entergy
Corporation. In accordance with the purchase method of
accounting, the six months ended June 1993 results of operations
for Entergy Corporation and subsidiaries reported in its
Statements of Consolidated Income and Cash Flows do not include
GSU's results of operations. However, the following discussion
is presented with GSU's 1993 results of operations included for
comparative purposes.
Net Income
Consolidated net income decreased $7.0 million in the second
quarter of 1994 due primarily to increased costs related to the
Merger, and decreased miscellaneous income - net, partially
offset by a decrease in interest expense as explained below.
Consolidated net income decreased in the first six months of
1994 due primarily to the one-time recording of the cumulative
effect of the change in accounting principle for unbilled
revenues for AP&L, MP&L, GSU, and NOPSI. Excluding the effect of
the change in accounting principle, net income increased in the
first six months of 1994 by approximately $1.3 million. This
increase was primarily due to a decrease in interest on long-
term debt and preferred dividend requirements as a result of
continued debt refinancing and stock redemption activities.
Significant factors affecting the results of operations and
causing variances between the second quarters and first six
months of 1994 and 1993 are discussed under "Revenues and Sales,"
"Expenses," and "Other" below.
Revenues and Sales
See Entergy's "Selected Operating Results" for information
on operating revenues by source and KWH sales.
Electric operating revenues increased $85.4 million in the
second quarter and $147.5 million in the first six months of 1994
due primarily to improving market conditions and increased retail
energy sales resulting from colder than normal winter weather and
a warmer than normal spring as compared to 1993. Additionally,
revenues were higher due to increased collections of Grand Gulf 1-
related costs and increased fuel adjustment revenues, which do
not impact net income. The increase in fuel adjustment revenues
was due to increased gas-fired generation resulting from
scheduled nuclear refueling outages at Waterford 3, ANO 2, and
River Bend during the first six months of 1994. Partially
offsetting the above increases were rate reductions at GSU, MP&L,
and NOPSI.
Gas operating revenues increased $10.6 million in the first
six months of 1994 due primarily to increased retail sales
resulting from colder than normal winter weather, partially
offset by lower gas sales in the second quarter of 1994 due to a
warmer than normal spring.
Expenses
Fuel for electric generation and fuel-related expenses
increased $48.8 million in the second quarter and $68.2 million
in the first six months of 1994 due primarily to an increase in
generation requirements resulting from increased energy sales as
discussed in "Revenues and Sales" above.
Purchased power increased $33.9 million in the first six
months of 1994 due primarily to increased power purchases from
nonassociated utilities due to changes in generation requirements
for the System operating companies resulting primarily from
increased energy sales and fuel-related costs. In addition,
purchased power increased in 1994 as a result of nuclear
refueling outages at Waterford 3 and ANO 2.
Nuclear refueling outage expenses decreased $5.3 million in
the first six months of 1994 due primarily to a reduction in
AP&L's nuclear refueling outage accrual stemming from improved
outage durations and practices.
The amortization of rate deferrals increased $13.4 million
in the second quarter and $29.9 million in the first six months
of 1994 due primarily to collection of more Grand Gulf 1-related
costs from customers in 1994 as compared to 1993.
Interest expense decreased $11.7 million in the second
quarter and $23.8 million for in the first six months of 1994 due
primarily to the refinancing of high cost debt.
Preferred dividend requirements decreased $4.3 million in
the second quarter and $7.8 million for the first six months of
1994 due primarily to stock redemption activities.
Other
Miscellaneous income - net decreased $14.0 million in the
second quarter and $21.3 million in the first six months of 1994
due primarily to amortization of plant acquisition adjustments
related to the Merger and to reduced Grand Gulf 1 carrying
charges at AP&L.
AP&L
Net Income
Net income increased in the second quarter of 1994 due
primarily to increased operating revenues.
Net income decreased in the first six months of 1994 due
primarily to the one-time recording in the first quarter of 1993
of the cumulative effect of the change in accounting principle
for unbilled revenues. Excluding the effect of the change in
accounting principle, net income increased $17.7 million. This
increase is due primarily to increased operating revenues.
Significant factors affecting the results of operations and
causing variances between the second quarters and first six
months of 1994 and 1993 are discussed under "Revenues and Sales"
and "Expenses" below.
Revenues and Sales
See AP&L's "Selected Operating Results" for information on
operating revenues by source and KWH sales.
Electric operating revenues and sales increased in the
second quarter and first six months of 1994 due primarily to
higher retail energy sales, an increase in sales for resale to
associated companies caused by changes in generation availability
and requirements among the System operating companies, and
increased accrued unbilled revenues. Additionally, revenues were
higher due to increased collections of Grand Gulf 1-related costs
and increased recovery of fuel-related costs, which do not impact
net income.
Expenses
Fuel and fuel-related expenses increased in the second
quarter and first six months of 1994 primarily due to higher
energy sales.
Purchased power increased in the second quarter and first
six months of 1994 as a result of changes in generation
availability and requirements among the System operating
companies and lower nuclear generation as a result of ANO 2's
refueling outage that was completed in late April 1994.
The amortization of rate deferrals increased in the second
quarter and first six months of 1994 due to increased collection
of previously deferred Grand Gulf 1-related costs pursuant to the
step-up provisions of AP&L's rate phase-in plan.
Total income taxes increased in the first six months of 1994
due to higher pretax income, partially offset by the effect of
implementing SFAS 109 in the prior year.
Other
Miscellaneous income - net decreased in the second quarter
and first six months of 1994 due primarily to reduced Grand Gulf
1 carrying charges.
GSU
Net Income
Net income increased slightly in the second quarter of 1994
due primarily to a refund of franchise taxes, in addition to
increased operating revenues, offset in part by increased
operating expenses and income taxes.
Net income decreased for the first six months of 1994 due
primarily to the one-time recording in the first quarter of 1993
of the cumulative effect of the change in accounting principle
for unbilled revenues. Excluding the effect of the change in
accounting principle, net income decreased $1.9 million due to
increased operating expenses and income taxes, offset in part by
a refund of franchise taxes, in addition to increased operating
revenues.
Significant factors affecting the results of operations and
causing variances between the second quarters and first six
months of 1994 and 1993 are discussed under "Revenues and Sales"
and "Expenses" below.
Revenue and Sales
See GSU's "Selected Operating Results" for information on
operating revenues by source and KWH sales.
Operating revenues from retail energy sales to residential
and commercial customers increased for the second quarter and
first six months of 1994 due primarily to increased sales
resulting from colder than normal winter weather and warmer than
normal spring weather, offset in part by the effect of a $22.5
million annual rate reduction in Texas, which went into effect in
November 1993. Revenues from sales to industrial customers
decreased due to the effects of the rate reduction in Texas,
offset in part by increased sales. Sales for resale increased as
a result of GSU's participation in the System power pool.
An additional $20 million annual rate reduction in Texas
will become effective in September 1994, which will result in
lower revenues and adversely affect net income to the extent the
effects cannot be offset by increased sales and reduced expenses.
Expenses
Purchased power increased in the second quarter of 1994 due
to GSU's participation in joint dispatching through the System
power pool resulting from increased energy sales as discussed
above. Purchased power increased in the first six months of 1994
for the same reasons as the second quarter of 1994, in addition
to the recording of a provision for refund of disallowed
purchased power costs resulting from a Louisiana Supreme Court
ruling, as discussed in Note 2.
Operation and maintenance expenses increased in the second
quarter due primarily to charges associated with early retirement
and severance plans which totaled approximately $9.9 million.
For the first six months of 1994, operation and maintenance
expenses increased due primarily to charges associated with early
retirement and severance plans, as mentioned above, in addition
to costs associated with performance improvements at River Bend.
Income taxes increased in the second quarter of 1994 and
first six months of 1994. A nonrecurring reduction to income
taxes related to a purchased power settlement was included in the
first and second quarters of 1993.
Taxes other than income taxes decreased in the second
quarter and first six months of 1994 due to a $15.1 million
franchise tax refund.
LP&L
Net Income
Net income increased in the second quarter and first six
months of 1994 due primarily to increased operating revenues
partially offset by increased operation and maintenance expenses.
Significant factors affecting the results of operations and
causing variances between the second quarters and first six
months of 1994 and 1993 are discussed under "Revenues and Sales"
and "Expenses" below.
Revenues and Sales
See LP&L's "Selected Operating Results" for information on
operating revenues by source and KWH sales.
Electric operating revenues were higher in the second
quarter and first six months of 1994 primarily due to increased
fuel adjustment revenues, which do not affect income, and
increased energy sales to retail customers, partially offset by a
decrease in accrued unbilled revenues. The increase in retail
energy sales is primarily due to a colder winter and warmer
spring than in the prior year. Lower sales for resale to
nonassociated companies partially offset the increase in retail
energy sales in the first six months of 1994 .
Expenses
Fuel for electric generation and fuel-related expenses
increased in the second quarter and first six months of 1994
primarily due to higher energy sales and increased gas-fired
generation resulting from a scheduled nuclear refueling outage at
Waterford 3.
MP&L
Net Income
Net income decreased in the second quarter of 1994 due
primarily to increased operation and maintenance expenses.
Net income decreased in the first six months of 1994 due
primarily to the one-time recording in the first quarter of 1993
of the cumulative effect of the change in accounting principle
for unbilled revenues. Excluding the effect of the change in
accounting principle, net income decreased by $7.5 million. This
decrease is primarily due to increased operation and maintenance
expenses.
Significant factors affecting the results of operations and
causing variances between the second quarters and first six
months of 1994 and 1993 are discussed under "Revenues and Sales"
and "Expenses" below.
Revenues and Sales
See MP&L's "Selected Operating Results" for information on
operating revenues by source and KWH sales.
Electric operating revenues increased in the second quarter
and first six months of 1994 due to increased retail energy sales
resulting from colder winter weather and warmer spring weather
than the prior year, non-weather related growth, and increased
sales for resale to associated and nonassociated companies.
These increases were partially offset by a decrease in unbilled
revenues and the effects of reduced rates under MP&L's formula
rate plan.
Expenses
Fuel for electric generation and fuel-related expenses
increased in the second quarter and first six months of 1994 due
primarily to an increase in generation requirements resulting
primarily from increased energy sales as discussed in "Revenues
and Sales" above.
Purchased power expense decreased in the second quarter and
first six months of 1994 due primarily to changes in generation
availability and requirements among the System operating
companies.
The amortization of rate deferrals increased in the second
quarter and first six months of 1994 reflecting the fact that
MP&L, based on the Revised Plan, collected more Grand
Gulf 1-related costs from its customers in the second quarter and
first six months of 1994 than it recovered in the same period in
1993.
Other operation and maintenance expenses increased in the
second quarter and first six months of 1994 due primarily to
scheduled maintenance at certain of MP&L's fossil-fueled
generating plants.
NOPSI
Net Income
Net income increased slightly in the second quarter of 1994
due primarily to increased operating revenues.
Net income decreased for the first six months of 1994 due
primarily to the one-time recording of the cumulative effect of
the change in accounting principle for unbilled revenues in 1993.
Excluding the effect of the change in accounting principle, net
income decreased for the first six months of 1994 by $1.1
million. This decrease is due primarily to the recording of a
reserve for revenue reduction as a result of a review of NOPSI's
return on equity in accordance with the 1991 NOPSI Settlement and
a 1992 gas rate settlement.
Significant factors affecting the results of operations and
causing variances between the second quarters and first six
months of 1994 and 1993 are discussed under "Revenues and Sales"
and "Expenses" below.
Revenues and Sales
See NOPSI's "Selected Operating Results" for information on
operating revenues by source and KWH sales.
Electric operating revenues increased in the second quarter
and first six months of 1994 due primarily to an increase in
retail energy sales. The increase in electric operating revenues
in the first six months of 1994 was partially offset by the
recording of a reserve as discussed in "Net Income" above.
Electric energy sales increased in the second quarter and first
six months of 1994 due primarily to an increase in retail sales
resulting from a colder winter and warmer spring weather than in
the previous year, partially offset by a decrease in sales for
resale.
Gas operating revenues decreased in the second quarter of
1994 due primarily to a decrease in gas sales resulting from a
warmer spring than last year. For the first six months of 1994,
gas operating revenues increased due primarily to increased gas
sales in the first quarter as a result of a colder winter than
the prior year, partially offset by lower second quarter gas
sales due to a warmer spring.
Expenses
Fuel for electric generation and fuel-related expenses
increased in the second quarter and first six months of 1994 due
primarily to an increase in generation requirements resulting
from increased energy sales as discussed in "Revenue and Sales"
above.
Purchased power expense decreased in the second quarter and
first six months of 1994 due primarily to changes in generation
availability and requirements among the System operating
companies and increased generation.
Gas purchased for resale increased for the first six months
of 1994 due to increased gas sales as discussed in "Revenues and
Sales" above.
The increase in the amortization of rate deferrals in the
second quarter and the first six months of 1994 is primarily a
result of the collection of larger amounts of previously deferred
costs under the 1991 NOPSI Settlement.
SYSTEM ENERGY
Net Income
Net income increased in the second quarter of 1994 due
primarily to the recording of a reserve for revenues in the
second quarter of 1993 as a result of a FERC investigation of the
return on equity of System Energy's formula wholesale rates and a
reduction in interest expense due to the refinancing of high-cost
debt. This increase was partially offset by a lower rate of
return on equity (reduced from 13% to 11%) in System Energy's
formula wholesale rates as a result of an August 1993 settlement
of a rate proceeding with FERC.
Net income decreased in the first six months of 1994 due
primarily to a lower rate of return on equity (reduced from 13%
to 11%) in System Energy's formula wholesale rates as a result of
an August 1993 settlement of a rate proceeding with FERC,
partially offset by a reduction in interest expense due to the
refinancing of high-cost debt.
Significant factors affecting the results of operations and
causing variances between the second quarters and first six
months of 1994 and 1993 are discussed under "Revenues and Sales"
and "Expenses" below.
Revenues
Operating revenues recover operating expenses, depreciation
and capital costs attributable to Grand Gulf 1. The capital
costs are computed by allowing a return on System Energy's common
equity funds allocable to its net investment in Grand Gulf 1 and
adding to such amount System Energy's effective interest cost for
its debt allocable to its investment in Grand Gulf 1.
Operating revenues decreased in the second quarter and first
six months of 1994 due primarily to the reduction in System
Energy's rate of return on equity as discussed above and a lower
return on System Energy's decreasing investment in Grand Gulf 1
(caused by depreciation of the unit), and a decrease in fuel
expenses.
Expenses
Fuel for electric generation and fuel-related expenses
decreased in the second quarter and first six months of 1994
primarily due to a lower per unit cost for nuclear fuel as a
result of a favorable market for uranium.
Interest expense decreased in the second quarter and first
six months of 1994 due primarily to the refinancing of high-cost
long-term debt.
SIGNIFICANT FACTORS AND KNOWN TRENDS
Entergy Corporation and GSU
Entergy Corporation-GSU Merger
On December 31, 1993, Entergy completed the Merger and
became one of the nation's largest electric utilities. With GSU
as its fifth retail operating company, Entergy gained size,
expanded market area, economies of scale, an additional nuclear
unit (River Bend), and a more price-competitive fuel mix. As a
result of the Merger, Entergy estimates $850 million in fuel cost
savings and $670 million in operation and maintenance expense
savings over the next decade. It is possible that common
shareholders may experience some dilution in earnings in the
short term as a result of the Merger. However, Entergy
Corporation believes that the Merger will be beneficial to common
shareholders over the longer term, both in terms of the strategic
benefits and the economies and efficiencies expected to be
produced. For further information, see pages 103-104 and 180 of
the Form 10-K and "Litigation and Regulatory Proceedings" below.
Entergy Corporation, AP&L, GSU, LP&L, MP&L, and NOPSI
Competition
Entergy welcomes competition in the electric energy business
and believes that a more competitive environment should benefit
our shareholders, customers, and employees. However, competition
presents Entergy with many challenges. The following have been
identified by Entergy as its major competitive challenges.
Retail and Wholesale Rate Issues
Increasing competition in the utility industry brings an
increased need to stabilize or reduce retail rates. The retail
regulatory environment is shifting from traditional rate-base
regulation to incentive rate regulation. Incentive rate and
performance-based plans encourage efficiencies and productivity
while permitting utilities to share in the results. Retail
wheeling, which requires utilities to "wheel" or move power from
third parties to their own retail customers, is evolving. As a
result, the retail market is expected to become more competitive.
In the wholesale rate area, FERC approved in 1992, with certain
modifications, the proposal of AP&L, LP&L, MP&L, NOPSI, and
Entergy Power to sell wholesale power at market-based rates and
to provide to electric utilities "open access" to the System's
transmission system (subject to certain requirements). GSU was
later added to this filing. Various intervenors in the
proceeding filed petitions for review with the D.C. Circuit.
See Part II, Item 1. "Legal Proceedings," for information on a
ruling by the D.C. Circuit regarding Entergy's open access
transmission rates. Open access and market pricing, once it
takes effect, will increase marketing opportunities for the
System, but will also expose the System to the risk of loss of
load or reduced revenues due to competition with alternative
suppliers.
In connection with the Merger, AP&L agreed with its retail
regulator not to request any general retail rate increases that
would take effect before November 1998, with certain exceptions.
For further information, see pages 82-83 and 125-126 of the Form
10-K.
On March 31, 1994, North Little Rock, Arkansas, awarded AP&L
a wholesale electric contract which will provide estimated
revenues of $347 million over 11 years. Under the contract, the
price per KWH was reduced 18%, retroactive to March 1, 1994, with
increases in price through the year 2004. AP&L, which has been
serving North Little Rock for over 40 years, was awarded the
contract after intense bidding with several competitors. FERC
accepted the contract; however, one of AP&L's competitors has
requested a rehearing and has filed complaints against AP&L and
North Little Rock challenging the contract.
In connection with the Merger, GSU agreed with the LPSC and
PUCT to a five-year Rate Cap on retail electric rates, and to
pass through to retail customers the fuel savings and a certain
percentage of the nonfuel savings created by the Merger. Under
the terms of their respective Merger agreements, the LPSC and
PUCT will review GSU's base rates during the first post-Merger
earnings analysis for reasonableness of its return on equity. In
May 1994 and June 1994, GSU made the required first post-Merger
earning analysis filings with the LPSC and PUCT, respectively,
which GSU believes support the current levels of rates. For
further information, see pages 82-83 and 163-164 of the Form 10-
K. See Note 2 for information on recent filings by certain Texas
cities seeking a reduction in GSU's rates.
Cogeneration projects developed or considered by certain of
GSU's industrial customers over the last several years have
resulted in GSU developing and securing approval of rates lower
than the rates previously approved by the PUCT and LPSC for such
industrial customers. Such rates are designed to retain such
customers, and to compete for and develop new loads, and do not
presently recover GSU's full cost of service. The pricing
agreements at non-full cost of service based rates fully recover
all related costs but provide only a minimal return.
Substantially all of such pricing agreements expire no later than
1997. During the first six months of 1994, KWH sales to GSU's
industrial customers at less than full cost of service, which
make up approximately 27% of the total industrial class,
increased 12%. Sales to the remaining industrial customers
increased 3%.
LP&L's five year rate freeze expired in March 1994. At the
same time, approximately $46 million of annual rate relief that
was included in LP&L's retail rates also expired. In October
1993, the LPSC approved a schedule to conduct a review of LP&L's
rates and rate structure upon the expiration of LP&L's rate
freeze. Discovery is currently underway and hearings are
scheduled to begin in December 1994. In August 1994, LP&L will
file a cost of service analysis with the LPSC , which LP&L
believes will support its current rate level. See Note 2 for
additional information.
In February 1994, the MPSC conducted a general review of
MP&L's current rates and in March 1994, the MPSC issued a final
order adopting a formula rate plan for MP&L that will allow for
periodic small adjustments in rates based on a comparison of
earned to benchmark returns and upon certain performance factors.
The order also adopted previously agreed-upon stipulations of a
required return on equity of 11% and certain accounting
adjustments that result in a 4.3% ($28.1 million) reduction in
MP&L's June 30, 1993, test-year operating revenues. Pursuant to
the MPSC's order, on March 18, 1994, MP&L filed rates designed to
provide for this reduction in operating revenues for the test
year. These rates are effective for service rendered on or after
March 25, 1994. See pages 83-84 and 235-236 of the Form 10-K for
further information.
In connection with the Merger, MP&L agreed with its retail
regulator not to request any general retail rate increases that
would take effect before November 1998, with certain exceptions.
For further information, see pages 82-83 and 236 of the Form 10-
K, and Part II, Item 1. "Legal Proceedings."
In light of the rate issues discussed above, Entergy is
aggressively reducing costs to avoid potential earnings erosions
that might result as well as to successfully compete by becoming
a low-cost producer.
In December 1992, AP&L, LP&L, MP&L, and NOPSI each filed a
Least Cost Plan with their respective retail regulators, and GSU
is currently working with the PUCT regarding integrated resource
planning. However, in response to an increasingly competitive
electric utility environment, AP&L, LP&L, MP&L, and NOPSI have
announced their intentions to revise their Least Cost Plan
activities. In this regard, AP&L, GSU, LP&L, MP&L, and NOPSI
intend to adopt the ratepayer impact measure test as their
primary economic criterion for DSM programs rather than the total
resource cost test that had been used in developing the initial
Least Cost Plans. Therefore, absent overriding customer,
strategic, or public interests, AP&L, GSU, LP&L, MP&L, and NOPSI
will propose those DSM programs that have the potential for lower
rates to all customers, rather than DSM programs that, while
providing direct benefits to participants, may result in higher
rates for everyone, including non-participants. In addition,
AP&L, GSU, LP&L (outside the city of New Orleans), and MP&L will
no longer seek a pre-approved cost recovery rider as a mechanism
for recovering program costs, lost contributions and incentives.
See Part II, Item 1. "Legal Proceedings," for information on
filings made by AP&L, LP&L, and MP&L with their respective
regulators in connection with proposed changes to their Least
Cost Plans. Notwithstanding the changes noted above, LP&L and
NOPSI intend to implement the five DSM programs already approved
by the Council. However, LP&L and NOPSI intend to pursue
appropriate changes in the Council ordinance establishing the
Least Cost Plans framework and planning criteria.
The Energy Policy Act of 1992
The Energy Policy Act of 1992 (Energy Act) is changing the
business of transmitting and distributing electricity. The
Energy Act encourages competition and affords utilities the
opportunities, and the risks, associated with an open and more
competitive market environment. The Energy Act increases
competition in the wholesale energy market through the creation
of exempt wholesale generators (EWGs). Entergy is competing in
this market through its independent power subsidiary, Entergy
Power Development Corporation. The Energy Act also gives FERC
the authority to order investor-owned utilities to provide
transmission access to or for other utilities, including EWGs.
In addition, the Energy Act allows utilities to own and operate
foreign generation, transmission, and distribution facilities.
See "Nonregulated Investments" below for further information.
Entergy Corporation and GSU
Litigation and Regulatory Proceedings
See Note 1 and Part II, Item 1. "Legal Proceedings," for
information on litigation with Cajun concerning Cajun's ownership
interest in River Bend and the possible material adverse effects
on GSU's financial condition in the event that GSU is ultimately
unsuccessful in this litigation, including a possible filing
under the bankruptcy laws.
See Note 2 for information on the possibility of material
adverse effects on GSU's financial condition and results of
operations as a result of substantial write-offs and/or refunds
in connection with outstanding appeals and remands regarding
approximately $1.4 billion of abeyed company-wide River Bend
plant costs and approximately $187 million of Texas retail
jurisdiction deferred River Bend operating and carrying costs.
System Energy
See Note 2 for information with respect to a proposed
settlement between System Energy and FERC in connection with a
decision issued by FERC in August 1992.
Entergy Corporation
Nonregulated Investments
Entergy Corporation continues to seek new opportunities to
expand its electric energy business, including expansion into
related nonutility businesses. These opportunities include new
domestic ventures such as Entergy Systems and Service, Inc.
(Entergy SASI), the region's only full-service provider of energy-
efficient lighting and related services, previously established
ventures in Argentina, and planned investments in Asia, Central
America and South America. Entergy Corporation expects to invest
approximately $150 million per year in nonregulated business
opportunities. Additional shareholder and/or regulatory
approvals may be required for such acquisitions to take place.
In the first six months of 1994, Entergy Corporation's
nonregulated investments reduced consolidated net income by
approximately $11.9 million. In the near term, these investments
are not likely to have a positive effect on earnings; but
management believes that these investments could contribute to
future earnings growth.
Entergy Corporation and AP&L
ANO Matters
See pages 30, 77, and 123 of the Form 10-K for information
on leaks in certain steam generator tubes at ANO 2 that were
discovered and repaired during an outage in March 1992. During a
refueling outage in September 1992, a comprehensive inspection of
all steam generator tubing was conducted and necessary repairs
were made. During a mid-cycle outage in May 1993, a scheduled
special inspection of certain steam generator tubing was
conducted by Entergy Operations and additional repairs were made.
Entergy Operations operated ANO 2 with no further steam generator
inspections until the refueling outage which was completed on
April 23, 1994. Inspections during the outage revealed
additional cracks; however, most were smaller than those seen in
earlier inspections except for one relatively large crack.
Based upon results of these inspections and an inconclusive
pressure test, Entergy Operations plans to inspect the steam
generator tubes during a mid-cycle outage tentatively scheduled
for January 1995. The operations and power output of the unit
have not been materially adversely affected.
GSU
Deregulated Portion of River Bend
As of June 30, 1994, GSU had not recovered a significant
amount of its investment in, or received any return associated
with, the portion of River Bend included in the deregulated asset
plan in Louisiana and the portion of River Bend placed in
abeyance as part of the Texas rate order which went into effect
in July 1988. See pages 157 and 165 of the Form 10-K for further
information. Future earnings will continue to be limited as long
as the limited recovery of the investment and lack of return
continues.
For the six months ended June 30, 1994, GSU recorded
revenues resulting from the sale of electricity from the
deregulated asset plan of approximately $18.0 million. Operation
and maintenance expenses, including fuel, were approximately
$18.4 million, and depreciation expense associated with the
deregulated asset plan investment was approximately $8.2 million
for the six months ended June 30, 1994. For the first six months
of 1994, GSU recorded nonfuel revenue of $16.2 million (included
in the $18.0 million of total deregulated asset plan revenue
discussed above) which, absent the deregulated asset plan, would
not have been realized. The operation and maintenance expenses
and depreciation expense allocated to the deregulated asset plan
as detailed above would have been incurred at River Bend with or
without the deregulated asset plan. The future impact of the
deregulated asset plan on GSU's results of operations and
financial position will depend on River Bend's future operating
costs, the unit's efficiency and availability, and the future
market for energy over the remaining life of the unit. Based on
current estimates of the factors discussed above, GSU anticipates
that future revenues from the deregulated asset plan will fully
recover all related costs.
LPSC Fuel Cost Review
In November 1993, the LPSC ordered a review of GSU's fuel
costs. The LPSC stated that fuel costs for the period October
1988 through September 1991 would be reviewed based on the number
of outages at River Bend and the findings in the June 1993 PUCT
fuel reconciliation case. In July 1994, the LPSC made a decision
in the GSU/Louisiana Phase 1 fuel review case and ordered GSU to
refund approximately $27 million to its customers. Under the
order, $13.1 million, which was not contested under a recent
Louisiana Supreme Court decision as discussed in Note 2, is to be
refunded immediately through a billing credit on August bills.
The remaining portion of the LPSC ordered refund, which is being
contested by GSU, is suspended to allow GSU 30 days to review the
report of special counsel and request rehearing of this remaining
portion. GSU will then be given an opportunity to address this
remaining refund portion in the LPSC's August open session.
Unless the LPSC amends its order in the August session, GSU plans
to appeal the order.
Accounting for Decommissioning Costs
The Financial Accounting Standards Board has agreed to review the
accounting for removal costs, which includes the accounting for
decommissioning of nuclear plants. This project could possibly change
the System's, as well as the entire utility industry's, accounting for
such costs.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
River Bend
Entergy Corporation and GSU
As discussed on pages 20-22, 80-82, and 160-163 of the Form
10-K, in May 1988, the PUCT granted GSU a permanent increase in
annual revenues of $59.9 million resulting from the inclusion in
rate base of approximately $1.6 billion of company-wide River
Bend plant investment and approximately $182 million of related
Texas retail jurisdiction deferred River Bend costs (Allowed
Deferrals). In addition, the PUCT disallowed as imprudent $63.5
million of company-wide River Bend plant costs and placed in
abeyance, with no finding of prudence, approximately $1.4 billion
of company-wide River Bend plant investment and approximately
$157 million of Texas retail jurisdiction deferred River Bend
operating and carrying costs. GSU has appealed the PUCT's order,
and that appeal is now pending in the Texas Third District Court
of Appeals (the Appellate Court).
In May 1994, the Appellate Court affirmed the lower court's
decision that there was substantial evidence to support the
PUCT's 1988 decision not to include $1.4 billion of abeyed
construction costs in GSU's rate base. While acknowledging that
the PUCT had exceeded its authority when it attempted to defer a
decision on the inclusion of those costs in rate base in order to
allow GSU a further opportunity to demonstrate the prudence of
those costs in a subsequent proceeding, the Appellate Court found
that GSU had suffered no harm or lack of due process as a result
of the PUCT's error. Accordingly, the Appellate Court held that
the PUCT's action had the effect of disallowing the company-wide
$1.4 billion of River Bend construction costs for ratemaking
purposes. The Appellate Court also found that GSU's deferred
operating and maintenance costs associated with the allowed
portion of River Bend should be included in rate base, but that
its deferred River Bend carrying costs should not be included in
rate base. Since the PUCT had included both carrying costs and
operating and maintenance costs in GSU's rate base, the Appellate
Court remanded the case to the PUCT on this issue.
The Appellate Court's May 1994 opinion was entered by two
judges, with a third judge dissenting. The dissenting opinion
states that the result of the majority opinion is, among other
things, to deprive GSU of due process at the PUCT because the
PUCT never reached a finding on the $1.4 billion of construction
costs.
In June 1994, the Texas Supreme Court decided three cases
involving the inclusion of deferred costs in rate base. The
Texas Supreme Court held that there is no distinction between the
treatment of deferred carrying costs and deferred operating and
maintenance costs, and that such costs capitalized pursuant to a
PUCT deferred accounting order may be included in rate base
through a subsequent rate case to the extent that they are found
to have been prudently and reasonably incurred, that they are
related to property used and useful in providing service, and
that inclusion of those costs in rate base is necessary to
preserve the utility's financial integrity. This test differs
from the test applied by the Appellate Court in its May, 1994
opinion, and GSU has asked the Appellate Court to reconsider its
opinion in light of these Texas Supreme Court cases.
GSU has also asked the Appellate Court to reconsider its
opinion as to the $1.4 billion in River Bend construction costs.
Barring further review by the Appellate Court, GSU will appeal
the Appellate Court's decision to the Texas Supreme Court on both
issues.
No assurance can be given as to the timing or outcome of the
remands or appeals described above. Pending further developments
in these cases, GSU has made no write-offs for the River Bend-
related costs. Management believes, based on advice from Clark,
Thomas & Winters, a Professional Corporation, legal counsel of
record in the Rate Appeal, that it is reasonably possible that
the case will be remanded to the PUCT, and the PUCT will be
allowed to rule on the prudence of the abeyed River Bend plant
costs. At this time, management and legal counsel are unable to
predict the amount, if any, of the abeyed and previously
disallowed River Bend plant costs that ultimately may be
disallowed by the PUCT. A net of tax write-off as of June 30,
1994, of up to $309 million could be required based on an
ultimate adverse ruling by the PUCT on the abeyed and disallowed
costs.
Additionally, management believes, based on advice from
Clark, Thomas, & Winters, a Professional Corporation, legal
counsel of record in the Rate Appeal, that it is reasonably
possible that the Allowed Deferrals will continue to be recovered
in rates. Management also believes, based on advice from Clark,
Thomas, & Winters, a Professional Corporation, legal counsel of
record in the Rate Appeal, that it is reasonably possible that
the deferred costs related to the $1.4 billion of abeyed River
Bend plant costs will be recovered in rates to the extent that
the $1.4 billion of abeyed River Bend plant is recovered.
However, a write-off of the $170 million of deferred costs
related to the $1.4 billion of abeyed River Bend plant costs
would be required if they are not allowed to be recovered in
rates.
See pages 103 and 180 of the Form 10-K for the accounting
treatment of preacquisition contingencies, including any River
Bend write-down.
LPSC Fuel Cost Review
GSU
As discussed on pages 23 and 165 of the Form 10-K, in
November 1993, the LPSC ordered a review of GSU's fuel costs.
The LPSC stated that fuel costs for the period October 1988
through September 1991 (Phase 1) would be reviewed based on the
number of outages at River Bend and the findings in the June 1993
PUCT fuel reconciliation case. In July 1994, the LPSC made a
decision in the Phase 1 fuel review case and ordered GSU to
refund approximately $27 million to its customers. Under the
order, $13.1 million, which was not contested under a recent
Louisiana Supreme Court decision as discussed below, is to be
refunded immediately through a billing credit on August bills.
The remaining portion of the LPSC ordered refund, which is being
contested by GSU, is suspended to allow GSU 30 days to review the
report of special counsel and request rehearing of this remaining
portion. GSU will then be given an opportunity to address this
remaining refund portion in the LPSC's August open session.
Unless the LPSC amends its order in the August session, GSU plans
to appeal the order.
PUCT Fuel Cost Review
GSU
As discussed on pages 22 and 164 of the Form 10-K, in June
1994, GSU filed a petition with the PUCT for the reconciliation
of over- and under-recovery of fuel and purchased power expenses
for the period October 1, 1991, through December 31, 1993, in
accordance with the Texas merger settlement agreement. GSU is
required to reconcile its fuel costs from the end of the period
of its last fuel reconciliation through the merger closing date
to reflect the fuel and purchased power costs GSU incurred as a
stand-alone company. GSU believes there was a net under-recovery
of approximately $4.6 million for the period but has indicated
that it does not propose to surcharge the under-recovery at this
time. A prehearing conference was held on July 18, 1994, and a
procedural schedule was adopted which provides for hearings to
begin on January 9, 1995.
Least Cost Planning
AP&L, GSU, LP&L, MP&L, and NOPSI
As discussed on pages 8-9, 19, 23, 25-27, 76, 122, 197, 232,
and 264 of the Form 10-K, and page 67 of the First Quarter Form
10-Q, AP&L, LP&L, MP&L, and NOPSI have each filed a Least Cost
Plan with their respective retail regulators, and GSU is
currently working with the PUCT regarding integrated resource
planning. However, in response to an increasingly competitive
electric utility environment, AP&L, LP&L, MP&L, and NOPSI
announced their intentions to revise their Least Cost Plan
activities. AP&L, GSU, LP&L, MP&L, and NOPSI intend to adopt the
ratepayer impact measure test as their primary economic criterion
for DSM programs, rather than the total resource cost test that
had been used in developing the initial Least Cost Plans.
Therefore, absent overriding customer, strategic, or public
interests, AP&L, GSU, LP&L, MP&L, and NOPSI will propose those
DSM programs that have the potential for lower rates to all
customers, rather than programs that, while providing direct
benefits to participants, may result in higher rates for
everyone, including non-participants. In addition, AP&L, GSU,
LP&L, (outside the city of New Orleans), and MP&L will no longer
seek a pre-approved cost recovery rider as a mechanism for
recovering program costs, lost contributions and incentives. In
light of this new direction, the following filings were made:
a) On July 1, 1994, AP&L filed a motion requesting
that the APSC approve the withdrawal of AP&L's Least Cost
Plan filed December 1, 1992, and July 1, 1993, and to
rescind its directive that AP&L file another Least Cost
Plan in March 1995. On July 25, 1994, the APSC staff and
other intervenors filed their responses to AP&L's motion.
AP&L has requested to be allowed until August 15, 1994, to
reply to those responses.
b) On June 30, 1994, LP&L filed rebuttal testimony
with the LPSC explaining LP&L's new direction for least
cost planning. On July 18, 1994, LP&L filed a motion to
withdraw its Least Cost Plan and for approval of an
experimental time-of-use-rate. On July 25, 1994, the LPSC
stayed the hearings and is expected to rule on motions to
withdraw on August 19, 1994.
c) On June 30, 1994, MP&L filed a motion with the
MPSC to lift a currently effective stay order and dismiss
without prejudice the proposed Least Cost Plan. On July
28, 1994, the MPSC issued an order that lifted the stay and
dismissed, without prejudice, the Least Cost Plan filing.
Notwithstanding the changes noted above, LP&L and NOPSI
intend to implement within the city of New Orleans the five DSM
programs already approved by the Council. However, LP&L and
NOPSI intend to pursue appropriate changes in the Council
ordinance establishing the Least Cost Plan framework and planning
criteria.
Alternative Rate Design
LP&L and NOPSI
On June 6, 1994, NOPSI and LP&L filed an Alternative Rate
Design Proposal with the Council under a separate docket from
Least Cost Planning. The proposal includes an experimental time
of use rate and an interruptible/curtailable rate for NOPSI and
LP&L industrial customers that voluntarily participate in the
pilot program. NOPSI and LP&L are proposing that these rates be
implemented on a pilot basis over a twelve month period.
Testimony related to this proposal was filed before the Council
on June 30, 1994.
Customer-Controlled Load Management (CCLM)
As discussed on page 67 of the First Quarter Form 10-Q, LP&L
and NOPSI filed their CCLM filing with the Council on June 3,
1994.
System Agreement
Entergy Corporation, AP&L, LP&L, MP&L, and NOPSI
As discussed on pages 67-68 of the First Quarter Form 10-Q,
in the December 15, 1993, order approving the Merger, FERC
initiated a new proceeding to consider whether the System
Agreement permits certain out-of-service generating units to be
included in reserve equalization calculations under Service
Schedule MSS-1 of that agreement. FERC established March 8,
1994, as the refund effective date. On June 17, 1994, FERC
issued an order that clarified the scope of the proceeding to
include a review of whether refunds are due for periods prior to
the refund effective date.
The LPSC, MPSC, and the Mississippi Attorney General (MAG)
have taken the position that Entergy violated the System
Agreement by including extended reserve shutdown (ERS) units in
the MSS-1 calculations. The LPSC and MPSC submitted testimony,
based on estimates, seeking refunds for periods from 1987 through
1993 estimated at $22.6 million and $13.2 million, respectively.
The FERC staff submitted testimony concluding that Entergy's
treatment was reasonable, and recommended that no refunds be
ordered prospectively from March 8, 1994. Entergy, the FERC
staff, and other intervenors supporting Entergy's actions have
not yet submitted testimony responding to the LPSC, MPSC, and MAG
position. A procedural schedule has been established which
provides for discovery, direct, responsive, and rebuttal
testimony, and a hearing to begin on October 24, 1994. According
to the schedule, initial and reply briefs to the presiding ALJ
will be submitted in November and December 1994.
Entergy's position is that its MSS-1 charges have been, and
will continue to be, in compliance with the System Agreement.
Even if FERC finds that there was a technical violation of the
System Agreement, it is Entergy's position that no refunds are
warranted for any periods. In certain pleadings, the APSC and
the City also have opposed the position of the LPSC, MPSC, and
MAG that refunds are warranted. To date, no other intervenor has
expressed a position on these issues.
If FERC orders refunds for one or more operating companies
on the grounds that their MSS-1 payments were too high, it is
Entergy's position that revenues for such refunds should be
obtained through corresponding revised bills to the operating
companies whose MSS-1 payments were too low. The APSC and the
City have expressed their opposition to this position. They
believe shareholders and not ratepayers should be liable for any
refunds.
On July 15, 1994, Entergy provided regulators with a data
response showing the impacts on Service Schedule MSS-1 billings
if the ERS units were not included in the MSS-1 calculations
during the period 1987 through 1993. LP&L and MP&L would have
been overbilled by $7.7 million and $12 million, respectively,
and AP&L and NOPSI would have been underbilled by $6 million and
$13.8 million, respectively.
Merger-Related Proceedings
Entergy Corporation and GSU
a) As discussed on pages 42 and 43 of the Form 10-K,
purported class action complaints were filed against GSU and its
directors relating to the then proposed merger with Entergy
Corporation. These suits were settled and a final court order
approving the settlement was entered on May 31, 1994.
b) As discussed on pages 19, 83, and 163 of the Form 10-K,
the settlement agreement that led to the 1993 approval of the
Merger by the PUCT required that GSU file a cost-of-service study
for informational purposes with the PUCT as soon as possible
following closing and GSU filed a cost-of-service study in June
1994. The settlement agreement also provided that if an action
to reduce GSU's rates was initiated between December 31, 1993 and
the time GSU files its first post-closing rate case (as provided
in the settlement agreement), the effect of any order actually
reducing rates would relate back to the date the action was
filed. Pursuant to that provision, the Texas Office of Public
Utility Counsel and certain cities served by GSU have instituted
actions at the PUCT and at the city level to investigate further
the reasonableness of GSU's rates. The PUCT proceeding has been
abeyed pending resolution of the proceedings before the cities.
The current schedule for the cases before the cities contemplates
final city action on or about August 18, 1994. GSU intends to
vigorously oppose any reduction of its rates in these cases.
On July 1, 1994, the PUCT gave final approval of the Merger,
which had the effect of denying all motions for rehearing.
c) As discussed on page 38 of the Form 10-K and page 69 of
the Form 10-Q, 14 parties requested rehearing of certain aspects
of FERC's December 1993 order approving the Merger. On May 17,
1994, FERC issued an order which denied nearly all requests for
rehearing. Petitions for review of FERC's December 15, 1993 and
May 17, 1994 orders have been filed in the United States Court of
Appeals for the District of Columbia Circuit by Entergy Services,
the City, Arkansas Electric Energy Consumers (AEEC), the APSC,
Cajun Electric Power Cooperative, Inc., MPSC, the American Forest
and Paper Association, State of Mississippi, Cities of Benton
and others, and Occidental Chemical Corporation. Five petitions
have been consolidated, and it is anticipated that all remaining
petitions will also be consolidated. It is also expected that
the issues before the court will be similar to those raised on
rehearing to FERC. The status of these petitions may be affected
by the D. C. Circuit opinion discussed under the "Open Access
Transmission" heading, below.
On February 4, 1994, the APSC and AEEC filed with FERC a
joint protest to the December 30, 1993 compliance filing. They
reiterated an allegation, presented in AEEC's request for
rehearing, that Entergy must insulate the ratepayers of the pre-
merger Entergy operating companies from all litigation
liabilities related to GSU's River Bend nuclear facility. In its
May 17, 1994 order on rehearing, FERC addressed Entergy's
commitment to insulate the customers of the pre-merger operating
companies against any liability resulting from certain litigation
involving River Bend. In response to FERC's clarification of
Entergy's commitment, Entergy Services filed a compliance filing
on June 16, 1994, which amended certain System Agreement language
submitted with the December 30, 1993, compliance filing. On July
14, 1994, and July 15, 1994, APSC and AEEC, respectively, filed
protests questioning the adequacy of Entergy's June 16, 1994,
compliance filing. Entergy filed an answer to AEEC's protest on
August 1, 1994, reiterating its full compliance with the
requirements of the Commission's May 17, 1994 order on rehearing.
FERC has not yet acted on the compliance filings.
FERC Audit - Proposed Settlement
Entergy Corporation and System Energy
As discussed on pages 16, 84-85, and 296-297 of the Form 10-
K, FERC Division of Audits issued an audit report for System
Energy. In June 1994, System Energy, AP&L, LP&L, MP&L, and NOPSI
reached a tentative settlement with the FERC staff and other
parties. The proposed settlement, which is subject to approval
by the FERC, would require System Energy to refund or credit
approximately $60 million to AP&L, LP&L, MP&L, and NOPSI, which
would in turn make refunds to their customers (subject to certain
exceptions). Additionally, System Energy would refund or credit
a total of approximately $62 million, plus interest, to AP&L,
LP&L, MP&L, and NOPSI over the period through July 2004. The
proposed settlement would also require the write-off of certain
related unamortized balances of deferred investment tax credits
by AP&L, LP&L, MP&L, and NOPSI. Had the proposed settlement been
effective in the second quarter of 1994, it would have reduced
Entergy Corporation's consolidated net income for the quarter and
six months ended June 30, 1994, by approximately $71.5 million,
partially offset by the write-off of the unamortized balances of
related deferred investment tax credits of approximately $66.5
million ($27.3 million for AP&L; $31.5 million for LP&L; $6
million for MP&L; and $1.7 million for NOPSI). Pursuant to the
proposed settlement, System Energy would also reclassify from
utility plant to other deferred debits approximately $81 million
of other Grand Gulf 1 costs. Although excluded from rate base,
System Energy would be permitted to recover such costs over a 10
year period. System Energy currently plans to file with FERC for
approval of the proposed settlement in August 1994. However,
there can be no assurance that FERC will ultimately approve the
settlement in its current form.
As a result of the charges associated with the refunds,
System Energy requires the consent of certain banks (parties to
the reimbursement agreements) to temporarily waive the fixed
charge coverage and equity ratio covenants in the letters of
credit and reimbursement agreement related to the Grand Gulf 1
sale and leaseback transaction. System Energy has obtained the
consent of the banks to waive these covenants, for the 12-month
period beginning with the earlier of a write-off or the first
refund, if such refund occurs prior to December 31, 1994. System
Energy believes the conditions included in the proposed
settlement are covered by the waiver. The waiver is conditioned
upon System Energy not paying any common stock dividends to
Entergy Corporation until the equity ratio covenant is once again
met. Absent a waiver, System Energy's failure to perform these
covenants could cause a draw under the letters of credit and/or
early termination of the letters of credit. If the letters of
credit were not replaced in a timely manner, a default or early
termination of System Energy's leases could result.
Open Access Transmission
Entergy Corporation, AP&L, GSU, LP&L, MP&L, and NOPSI
As discussed on page 17 of the Form 10-K, various parties
filed petitions with the United States Court of Appeals for the
District of Columbia Circuit related to FERC's 1992 orders
regarding open access transmission and the sale of wholesale
power at market-based rates. On July 12, 1994, the D.C. Circuit
issued an opinion finding that FERC's failure to conduct an
evidentiary hearing with respect to the proposed transmission
tariffs and related matters was arbitrary and capricious, and
that FERC failed to adequately explain its approval of certain
provisions in the tariffs, including a provision allowing Entergy
to seek recovery in transmission rates of "stranded investment"
costs resulting from the provision of transmission service. The
case was remanded to FERC for further proceedings. To date,
Entergy has not sought recovery of stranded investment costs in
rates under the transmission tarriffs and the remand to FERC is
not expected to result in refunds of any amounts that have been
collected pursuant to transmission tarriffs.
GSU Asbestos Suits
Entergy Corporation and GSU
As discussed on pages 39-40 of the Form 10-K and page 71 of
the First Quarter Form 10-Q, there are asbestos-related law suits
pending in the 14th Judicial District Court of Calcasieu Parish
in Lake Charles, Louisiana, and in various state district courts
in Jefferson County Texas. Settlement of the two largest of the
Jefferson County suits (involving about 1660 groups of claimants)
and all of the suits in Calcasieu Parish are being consummated in
the second and third quarters of 1994. GSU was named as one of a
number of defendants in nearly all of the suits. GSU's share of
the settlements was not material to its financial position or
results of operations.
LPSC Investigation
Entergy Corporation and LP&L
As discussed on pages 75, 84, and 199 of the Form 10-K
discovery is currently underway in the LPSC's investigation of
LP&L's rates and hearings are scheduled to begin on December 5,
1994. On August 17, 1994, LP&L will file a cost of service
analysis with the LPSC, which LP&L believes will support its
current rate level. LP&L is presently allowed to earn a 12.76%
return on common equity.
Incentive Rate Plan
Entergy and MP&L
As discussed on pages 25-26, 83-84, and 235-236 of the Form
10-K, the MPSC approved an incentive rate plan for MP&L. The
final order was appealed to the Mississippi Supreme Court on May
17, 1994, by Mississippi Valley Gas Co. on the grounds that the
MPSC issued the final order without having reviewed the cost of
MP&L's promotional practices, some of which Mississippi Valley
Gas alleges to be improper. The matter is pending.
February 1994 Ice Storm
Entergy Corporation, AP&L, and MP&L
In early February 1994, an ice storm left more than 221,000
Entergy customers without electric power across the System's four-
state service area. The storm was the most severe natural
disaster ever to affect the System, causing damage to
transmission and distribution lines, equipment, poles, and
facilities in certain areas, primarily in Mississippi. Repair
costs are currently estimated to be $114.6 million, $27.5
million, and $78.7 million for the System, AP&L, and MP&L,
respectively with $83.8 million, $16.6 million, and $65.3 million
of these amounts estimated to be capitalized as plant-related
costs. The remaining balances have been charged against the
respective companies' regulatory storm damage reserves, except
for MP&L which recorded a deferred debit. On April 16, 1994,
MP&L filed for rate recovery of costs related to the ice storm.
MP&L's filing, as subsequently amended, requested recovery of the
revenue requirement associated with MP&L's ice storm costs
recorded through April 30, 1994. MP&L intends to make another
ice storm rate filing with the MPSC by early 1995 to recover ice
storm costs recorded by MP&L after April 30, 1994. In early
August 1994, MP&L and the MPSC's Public Utilities Staff (MPUS)
entered into a stipulation with respect to the recovery of ice
storm costs recorded through April 30, 1994. Under the
stipulation, which must be approved by the MPSC, MP&L will
implement for five years, beginning in October 1994, an ice storm
rider schedule that will increase rates approximately $8 million
annually. At the end of the Five year period, the revenue
requirement associated with the undepreciated ice storm
capitalized costs will be included in MP&L's base rates to the
extent that this revenue requirement does not result in MP&L's
rate of return on rate base being above the benchmark rate of
return under MP&L's formula rate plan. Estimated construction
expenditures (see Note 1) reflect the above amounts.
Livingston Parish Hazardous Waste Suits
GSU and LP&L
As discussed on pages 39 and 43 of the Form 10-K and page
72 of the First Quarter Form 10-Q, various suits have been filed
concerning a hazardous waste disposal site in Livingston Parish,
Louisiana. On June 23, 1994, the federal district court entered
into the record its first case management and scheduling order,
which order, among other things, set the trial in this matter for
September 3, 1996. Such order also stated the intention of the
federal district court to facilitate, prior to the scheduled
trial date, appellate review of any significant decisions. The
matter is pending.
St. Charles Parish Suits
LP&L
As discussed on page 43 of the Form 10-K, LP&L and the tax
authorities of St. Charles Parish, Louisiana, have been involved
in litigation as to use taxes on nuclear fuel paid by LP&L under
protest. With regard to additional interest LP&L claimed was due
on the taxes it recovered, LP&L's writs of certiorari to the
Louisiana Supreme Court were denied. LP&L is reviewing other
procedures with regard to recovery of such interest. The matter
is pending.
NOPSI Rate Reduction/Credit
Entergy Corporation and NOPSI
See pages 27 and 266-268 of the Form 10-K for information
regarding the 1991 NOPSI Settlement and a 1992 gas rate
settlement. Under the terms of the 1991 NOPSI Settlement and a
1992 gas rate settlement, NOPSI agreed that during the period
October 1, 1992 through October 31, 1996, the Council will have
the right to investigate the appropriateness of NOPSI's rates if
NOPSI's return on equity on its operations (calculated in
accordance with the applicable provisions of the 1991 NOPSI
Settlement and a 1992 gas rate settlement) for twelve month
periods subsequent to September 30, 1992, were to exceed 13.76%,
and after rate hearing(s), to impose a credit on NOPSI's
customers' bills over the ensuing twelve month period in an
amount that would have allowed NOPSI, during the relevant test
year, to earn a return on equity incident to its operations of no
less than 12.76%.
On July 7, 1994, NOPSI and the Council agreed that, based on
the test year ended September 30, 1993, NOPSI's earnings exceeded
its revenue requirement by $24.95 million and in accordance with
the terms of the 1991 NOPSI Settlement and a 1992 gas rate
settlement, there would be a prospective base rate reduction for
twelve months commencing July 14, 1994, which reduction, because
of the rate freeze, would be accomplished by means of a credit
(to be expressed on a per kwh basis) to customers' bills. The
per kilowatt hour credit will be calculated by dividing test year
overearnings by test year kwh consumption and applied to kilowatt
hour usage during the period ended July 13, 1995. In the first
quarter of 1994, NOPSI recorded a $14.3 million reserve for the
anticipated revenue reduction which reduced net income by $8.8
million (net of tax). The reserve will be offset against the
actual credits prospectively applied to customers bills in
accordance with the terms of the July 7, 1994 agreement.
Settlement of IRS Grand Gulf 2 Abandonment Issue
Entergy and System Energy
As discussed on page 300 of the Form 10-K, the Internal
Revenue Service audited Entergy Corporation's 1988, 1989, and
1990 consolidated federal income tax returns and proposed that
adjustments be made to the Grand Gulf 2 abandonment loss
deduction claimed on Entergy's 1989 consolidated federal income
tax return. The final agreement with the IRS required Entergy
Corporation to pay $4.35 million in connection with the
abandonment loss issue.
Item 5. Other Information
Low-Level Radioactive Waste
AP&L, GSU, LP&L, and System Energy
As discussed on page 29 of the Form 10-K, the Barnwell
Disposal Facility (Barnwell) had been open to out-of-region
generators (including generators in Arkansas and Louisiana) in
the past. However, on June 3, 1994, the South Carolina
legislature failed to take action that would permit further
access to out-of-region generators. Beginning in July 1994, low-
level radioactive waste generators in the Central States Compact,
including AP&L, GSU, and LP&L, will be required to store such
waste on-site until a Central States Compact facility becomes
operational or another site becomes accessible. The estimated
construction costs for storage sufficient for approximately five
years at Grand Gulf 1, Waterford 3, and River Bend are in the
range of $1.0 million to $2.0 million for each site.
Common Stock Price Range and Dividends
Entergy Corporation
The shares of Entergy Corporation's common stock are listed
on the New York, Chicago, and Pacific Stock Exchanges. The high
and low sales prices of Entergy Corporation's common stock for
the second quarter of 1994, as reported by The Wall Street
Journal as composite transactions, were $32 1/8 and $24 5/8,
respectively, per share.
For the twelve months ended June 30, 1994, Entergy
Corporation paid common stock dividends in an aggregate amount of
$1.75 per share. As of June 30, 1994, the consolidated book
value of a share of Entergy Corporation's common stock was $28.26
and the last reported sale price of Entergy Corporation's common
stock on June 30, 1994, was $24 3/4 per share.
Earnings Ratios
AP&L, GSU, LP&L, MP&L, NOPSI, and System Energy
The System operating companies and System Energy have
calculated ratios of earnings to fixed charges and ratios of
earnings to combined fixed charges and preferred dividends
pursuant to Item 503 of Regulation S-K of the SEC as follows:
Twelve Months Ended
December 31, June 30,
1989 1990 1991 1992 1993 1994
Ratios of
Earnings to
Fixed Charges
(a)
AP&L 2.31 2.16 2.25 2.28 3.11(h) 2.80
GSU 1.16 .80(i) 1.56 1.72 1.54 1.59
LP&L 1.79 2.32 2.40 2.79 3.06 3.15
MP&L 1.04(e) 2.42 2.36 2.37 3.79(h) 2.71
NOPSI 1.89 2.73 5.66(g) 2.66 4.68(h) 4.07
System Energy -(f) 2.10 1.74 2.04 1.87 1.84
Twelve Months Ended
December 31, June 30,
1989 1990 1991 1992 1993 1994
Ratios of
Earnings to
Combined Fixed
Charges and
Preferred
Dividends
(a)(b)(c)
AP&L 1.88 1.81 1.87 1.86 2.54(h) 2.32
GSU (d) .66(i) .59(i) 1.19 1.37 1.21 1.26
LP&L 1.39 1.87 1.95 2.18 2.39 2.52
MP&L 1.00(e) 1.93 1.94 1.97 3.08(h) 2.20
NOPSI 1.62 2.36 4.97(g) 2.36 4.12(h) 3.56
(a) "Earnings," as defined by SEC Regulation S-K, represent the
aggregate of (1) net income, (2) taxes based on income, (3)
investment tax credit adjustments - net, and (4) fixed
charges. "Fixed Charges" include interest (whether expensed
or capitalized), related amortization, and interest
applicable to rentals charged to operating expenses.
(b) "Preferred Dividends," as defined by SEC Regulation S-K, are
computed by dividing the preferred dividend requirement by
one hundred percent (100%) minus the effective income tax
rate.
(c) System Energy's Amended and Restated Articles of
Incorporation do not currently provide for the issuance of
preferred stock.
(d) "Preferred Dividends" in the case of GSU also include
dividends on preference stock.
(e) Earnings for the twelve months ended December 31, 1989
include the impact of the write-off of $60 million of
deferred Grand Gulf 1-related costs pursuant to an agreement
between MP&L and the MPSC.
(f) Earnings for the year ended December 31, 1989 were
inadequate to cover fixed charges due to System Energy's
cancellation and write-off of its investment in Grand Gulf 2
in September 1989. The amount of the coverage deficiency
for fixed charges was $745.2 million.
(g) Earnings for the year ended December 31, 1991 include the
$90 million effect of the 1991 NOPSI Settlement.
(h) Earnings for the year ended December 31, 1993 include $81
million, $52 million, and $18 million for AP&L, MP&L, and
NOPSI, respectively, related to the change in accounting
principle to provide for the accrual of estimated unbilled
revenues.
(i) Earnings for the year ended December 31, 1990 for GSU were
not adequate to cover fixed charges by $60.6 million.
Earnings for the years ended December 31, 1990 and 1989,
were not adequate to cover fixed charges and preferred
dividends by $165.1 million and $190.8 million,
respectively. Earnings in 1990 include a $205 million
charge for the settlement of a purchase power dispute.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits*
3(a) - Articles of Amendment to Restated Articles of
Incorporation, as amended, of LP&L, as executed
July 21, 1994.
3(b) - Articles of Amendment to Restated Articles of
Incorporation, as amended, of MP&L, as executed March
17, 1994.
3(c) - Articles of Amendment to Restated Articles of
Incorporation, as amended, of NOPSI, as executed
July 21, 1994.
3(d) - By-laws of AP&L, as amended and currently in effect.
3(e) - By-laws of GSU, as amended and currently in effect.
3(f) - By-laws of MP&L, as amended and currently in effect.
3(g) - By-laws of NOPSI, as amended and currently in effect.
4(a) - Fifty-second Supplemental Indenture, dated as of June
15, 1994, to AP&L's Mortgage and Deed of Trust.
** 4(b) - Ninth Supplemental Indenture, dated as of
July 1, 1994, to MP&L's Mortgage and Deed of Trust
(filed as Exhibit A-2(j) to Rule 24 Certificate dated
July 22, 1994 in File No. 70-7914).
** 4(c) - Forty-ninth Supplemental Indenture, dated
as of July 1, 1994, to LP&L's Mortgage and Deed of
Trust (filed as Exhibit A-3(e) to Rule 24 Certificate
dated August 1, 1994 in File No. 70-7822).
23(a) - Consent of Friday, Eldredge & Clark.
23(b) - Consent of Monroe & Lemann (A Professional
Corporation).
23(c) - Consent of Wise Carter Child & Caraway, Professional
Association.
23(d) - Consent of Clark, Thomas & Winters.
23(e) - Consent of Sandlin Associates.
99(a) - AP&L's Computation of Ratios of Earnings to Fixed
Charges and of Earnings to Combined Fixed Charges and
Preferred Dividends, as defined.
99(b) - GSU's Computation of Ratios of Earnings to Fixed
Charges and of Earnings to Combined Fixed Charges and
Preferred Dividends, as defined.
99(c) - LP&L's Computation of Ratios of Earnings to Fixed
Charges and of Earnings to Combined Fixed Charges and
Preferred Dividends, as defined.
99(d) - MP&L's Computation of Ratios of Earnings to Fixed
Charges and of Earnings to Combined Fixed Charges and
Preferred Dividends, as defined.
99(e) - NOPSI's Computation of Ratios of Earnings to Fixed
Charges and of Earnings to Combined Fixed Charges and
Preferred Dividends, as defined.
99(f) - System Energy's Computation of Ratios of Earnings to
Fixed Charges, as defined.
**99(g) - Annual Reports on Form 10-K of Entergy
Corporation, AP&L, GSU, LP&L, MP&L, NOPSI, and System
Energy for the fiscal year ended December 31, 1993,
portions of which are incorporated herein by
reference as described elsewhere in this document
(filed with the SEC in File Nos. 1-11299, 1-10764, 1-
2703, 1-8474, 0-320, 0-5807, and 1-9067,
respectively).
**99(h) - Quarterly Report on Form 10-Q of Entergy
Corporation, AP&L, GSU, LP&L, MP&L, NOPSI, and System
Energy for the quarter ended March 31, 1994, portions
of which are incorporated herein by reference as
described elsewhere in this document (filed with the
SEC in File Nos. 1-11299, 1-10764, 1-2703, 1-8474, 0-
320, 0-5807, and 1-9067, respectively).
**99(i) - Opinion of Clark, Thomas & Winters, a
professional corporation, dated September 30, 1992
regarding the effect of the October 1, 1991 judgment
in GSU v. PUCT in the District Court of Travis
County, Texas (99-1 in Registration No. 33-48889).
99(j) - Opinion of Clark, Thomas & Winters, a professional
corporation, dated August 8, 1994 regarding recovery
of costs deferred pursuant to PUCT order in Docket
6525.
___________________________
* Reference is made to a duplicate list of exhibits being
filed as a part of Form 10-Q for the quarter ended June 30,
1994, which list, prepared in accordance with Item 102 of
Regulation S-T of the Securities and Exchange Commission,
immediately precedes the exhibits being filed with Form 10-Q
for the quarter ended June 30, 1994.
** Incorporated herein by reference as indicated.
(b) Reports on Form 8-K
Entergy
A current report on Form 8-K, dated May 25, 1994, was
filed with the SEC on June 1, 1994, reporting information
under Item 5. "Other Materially Important Events".
GSU
A current report on Form 8-K, dated May 25, 1994, was
filed with the SEC on June 1, 1994, reporting information
under Item 5. "Other Materially Important Events".
<PAGE>
EXPERTS
All statements in Part II of this Quarterly Report on Form
10-Q as to matters of law and legal conclusions, based on the
belief or opinion of AP&L, LP&L, MP&L, NOPSI, and System Energy
or otherwise, pertaining to the titles to properties, franchises
and other operating rights of certain of the registrants filing
this Quarterly Report on Form 10-Q, and their subsidiaries, the
regulations to which they are subject and any legal proceedings
to which they are parties are made on the authority of Friday,
Eldredge & Clark, 2000 First Commercial Building, 400 West
Capitol, Little Rock, Arkansas, as to AP&L; Monroe & Lemann (A
Professional Corporation), 201 St. Charles Avenue, Suite 3300,
New Orleans, Louisiana, as to LP&L and NOPSI; and Wise Carter
Child & Caraway, Professional Association, Heritage Building,
Jackson, Mississippi, as to MP&L and System Energy.
The statements attributed to Clark, Thomas & Winters, a
professional corporation, as to legal conclusions with respect to
GSU's rate regulation in Texas in Note 2 to Entergy Corporation
and Subsidiaries Consolidated Financial Statements, "Rate and
Regulatory Matters," have been reviewed by such firm and are
included herein upon the authority of such firm as experts.
The statements attributed to Sandlin Associates regarding
the analysis of River Bend construction costs of GSU in Note 2 to
Entergy Corporation and Subsidiaries Consolidated Financial
Statements, "Rate and Regulatory Matters," have been reviewed by
such firm and are included herein upon the authority of such firm
as experts.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, each registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized. The
signature for each undersigned company shall be deemed to relate
only to matters having reference to such company or its
subsidiaries.
ENTERGY CORPORATION
ARKANSAS POWER & LIGHT COMPANY
GULF STATES UTILITIES COMPANY
LOUISIANA POWER & LIGHT COMPANY
MISSISSIPPI POWER & LIGHT COMPANY
NEW ORLEANS PUBLIC SERVICE INC.
SYSTEM ENERGY RESOURCES, INC.
/s/ Lee W. Randall
Lee W. Randall
Vice President and
Chief Accounting Officer
(For each Registrant and for each as
Principal Accounting Officer)
Date: August 8, 1994
Exhibit 3(a)
RESTATED ARTICLES OF INCORPORATION
OF
LOUISIANA POWER & LIGHT COMPANY
Louisiana Power & Light Company, a corporation organized
and existing under the laws of the State of Louisiana
(sometimes hereinafter referred to as the "Corporation"),
through its undersigned President and Secretary, pursuant to
the laws of the State of Louisiana and by authority of
resolutions unanimously adopted by the Board of Directors of
the Corporation at a meeting of said Board of Directors duly
convened and held on February 15, 1980, with a quorum present
and acting throughout, does hereby certify that the Restated
Articles of Incorporation of the Corporation set forth
hereinbelow accurately copies the original Articles of
Incorporation of the Corporation as amended by all amendments
thereto in effect at the date hereof without substantive
change; that in conformity with law and the resolutions
aforesaid, however, the names and addresses of the
incorporators have been omitted and because the material so
omitted constituted the entirety of Article 6 of said Articles
of Incorporation, Article 7 of said Articles of Incorporation
has been re-numbered as Article 6 of said Restated Articles of
Incorporation, that each amendment to the Articles of
Incorporation of the Corporation heretofore made has been
effected in conformity with law; that the date of
incorporation of the Corporation was October 15, 1974 and the
date of this Restatement and of these Restated Articles of
Incorporation is February 21, 1980; and that the Restated
Articles of Incorporation of the Corporation are as follows:
ARTICLE 1
The name of this corporation is and shall be:
LOUISIANA POWER & LIGHT COMPANY
ARTICLE 2
The objects and purposes of this corporation (sometimes
hereinafter referred to as the "Corporation") and for which
the Corporation is organized are stated and declared to be to
engage in any lawful activity for which corporations may be
formed under Chapter 1 of Title 12 of the Louisiana Revised
Statutes of 1950, as amended, including specifically, but not
by way of limitation, the purchasing or otherwise acquiring,
holding, mortgaging or otherwise encumbering, and selling or
otherwise alienating of real estate and all forms of immovable
property, as well as all forms of personal and mixed property;
and further, and without in any way limiting the foregoing,
the Corporation shall have all powers which corporations may
have, and may carry on all businesses of any and every nature
and kind which corporations may carry on, under said Chapter 1
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, including, but not by way of limitation, the
following business or businesses:
To acquire, buy, hold, own, sell, lease, exchange,
dispose of, pledge, mortgage, encumber, hypothecate, finance,
deal in, construct, build, install, equip, improve, use,
operate, maintain and work upon:
(a) Any and all kinds of plants and systems for the
manufacture, production, generation, storage,
utilization, purchase, sale, supply, transmission,
distribution or disposition of electricity, gas or water,
or power produced thereby:
(b) Any and all kinds of plants and systems for the
manufacture of ice:
(c) Any and all kinds of works, power plants,
structures, substations, systems, tracks, machinery,
generators, motors, lamps, poles, pipes, wires, cables,
conduits, apparatus, devices, equipment, supplies,
articles and merchandise of every kind in anywise
connected with or pertaining to the manufacture,
production, generation, purchase, use, sale, supply,
transmission, distribution, regulation, control or
application of electricity, gas, water and power;
To acquire, buy, hold, own, sell, lease, exchange,
dispose of, transmit, distribute, deal in, use, manufacture,
produce, furnish and supply electricity, power, energy, gas,
light, heat and water in any form and for any purposes
whatsoever;
To purchase, acquire, develop, hold, own and dispose of
lands, interests in and rights with respect to lands and
waters and fixed and movable property necessary or suitable
for the carrying out of any of the foregoing powers;
To borrow money and contract debts when necessary for the
transaction of the business of the Corporation or for the
exercise of its corporate rights, privileges or franchises or
for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures and
other obligations and evidences of indebtedness payable a a
specified time or times or payable upon the happening of a
specified event or events, whether secured by mortgage,
pledge, or otherwise, or unsecured, for money borrowed or in
payment for property purchased or acquired or any other lawful
objects;
To guarantee purchase, hold sell assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the
capital stock of, or any bonds, securities or evidences of
indebtedness created by, any other corporation or corporations
organized under the laws of the State of Louisiana or of any
other state or government and formed for the purpose of
carrying out any of the foregoing powers and, while the owner
of such stock, to exercise all the rights, powers and
privileges of ownership, including the right to vote thereon,
and to do any acts designed to protect, preserve, improve or
enhance the value of any property at any time held or
controlled by the Corporation, or in which it may be at any
time interested; and to organize or promote or facilitate the
organization of subsidiary companies for the purpose of
carrying out any of the foregoing powers;
To purchase, hold, sell and transfer shares of its own
capital stock, provided that the Corporation shall not
purchase its own shares of capital stock except from the
surplus of its assets over its liabilities including capital;
and provided, further, that the shares of its own capital
stock owned by the Corporation shall not be voted upon
directly or indirectly nor counted as outstanding for the
purposes of any stockholders' quorum or vote;
To conduct business at one or more offices and hold,
purchase, mortgage and convey real and personal property in
the State of Louisiana and in any of the several states,
territories, possessions and dependencies of the United
States, the District of Columbia and foreign countries;
In any manner to acquire, enjoy, utilize and to dispose
of patents, copyrights and trade-marks and any licenses or
other rights or interests therein and thereunder necessary for
and in its opinion useful or desirable for or in connection
with the foregoing powers;
To purchase acquire, hold, own and dispose of franchises,
concessions, consents, privileges and licenses necessary for
and in its opinion useful or desirable for or in connection
with the foregoing powers; and
To do all and everything necessary and proper for the
accomplishment of the objects enumerated in these Articles of
Incorporation or any amendment thereof or necessary or
incidental to the protection and benefit of the Corporation.
ARTICLE 3
I
The aggregate number of shares of stock which the
Corporation shall have authority to issue and have outstanding
at any time is as follows:
(a) 150,000,000 shares of Common Stock without nominal
or par value (hereinafter called the "Common Stock").
(b) 4,500,000 shares of preferred stock having a par
value of $100 per share, which shall all be of one class
(hereinafter called the "$100 Preferred Stock"), and
12,000,000 shares of preferred stock having a par value of $25
per share, which shall all be of one class (hereinafter called
the "$25 Preferred Stock"), which said two classes of
preferred stock are hereinafter together referred to as the
"Preferred Stock", and, for certain purposes and to such
extent as are hereinafter set forth, are treated or referred
to together as a single class of stock; and further with
respect to the Preferred Stock:
(i) Said 4,500,000 shares of $100 Preferred Stock
shall be issuable in one or more series from time to
time; 1,455,000 of said shares of $100 Preferred Stock
shall be divided into twelve series, one of which shall
consist of 60,000 shares of 4.96% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"First Series Preferred Stock"), one of which shall
consist of 70,000 shares of 4.16% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Second Series Preferred Stock"), one of which shall
consist of 70,000 shares of 4.44% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Third Series Preferred Stock"), one of which shall
consist of 75,000 shares of 5.16% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Fourth Series Preferred Stock"), one of which shall
consist of 80,000 shares of 5.40% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Fifth Series Preferred Stock"), one of which shall
consist of 80,000 shares of 6.44% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Sixth Series Preferred Stock"), one of which shall
consist of 70,000 shares of 9.52% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Seventh Series Preferred Stock"), one of which shall
consist of 100,000 shares of 7.84% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Eighth Series Preferred Stock"), one of which shall
consist of 100,000 shares of 7.36% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Ninth Series Preferred Stock"), one of which shall
consist of 100,000 shares of 8.56% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Tenth Series Preferred Stock"), one of which shall
consist of 300,000 shares of 9.44% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Eleventh Series Preferred Stock"), one of which shall
consist of 350,000 shares of 11.48% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes called
"Twelfth Series Preferred Stock"), and the remaining
3,045,000 of said shares of $100 Preferred Stock may be
divided into and issued in additional series from time to
time, each such additional shares to be provided for and
to be distinctively designated, and the issuance of the
shares of each such additional series to be authorized,
in and by a resolution or resolutions to be adopted by
the Board of Directors of the Corporation in accordance
with the provisions hereof.
(ii) Said 12,000,000 shares of $25 Preferred Stock
shall be issuable in one or more series from time to
time; one series of $25 Preferred Stock shall consist of
2,400,000 shares of 10.72% Preferred Stock, Cumulative,
$25 par value (hereinafter sometimes called "Series A
Preferred Stock"), and one series of $25 Preferred Stock
shall consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter sometimes
called "Series B Preferred Stock"); and the remaining
8,000,000 of said shares of $25 Preferred Stock may be
divided into and issued in additional series from time to
time, each such additional series to be provided for and
to be distinctively designated, and the issuance of the
shares of each such additional series to be authorized,
in and by a resolution or resolutions to be adopted by
the Board of Directors of the Corporation in accordance
with the provisions hereof.
II
The shares of each class of Preferred Stock shall have
the same rank and shall have the same relative rights except
as to matters relating to the par values and voting rights
thereof (including matters relating to quorums and
adjournments) and those characteristics with respect to which
there may be variations among the respective series of
Preferred Stock.
The shares of each series of Preferred Stock shall have
the same rank and shall have the same relative rights except
with respect to such characteristics as are peculiar to or
pertain only to the particular class of such series and with
respect to the following characteristics:
(a) The number of shares to constitute each such
series and the distinctive designation thereof;
(b) The annual rate or rates of dividends payable on
shares of such series and the date from which such
dividends shall commence to accumulate;
(c) The amount or amounts payable upon redemption
thereof; and
(d) The terms and amount of the sinking fund
requirements (if any) for the purchases or redemption of
shares of each series of Preferred Stock other than the
First through Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b), and (c)
above are herein set forth with respect to the First through
Tenth Series Preferred Stock and of clauses (a), (b), (c), and
(d) above are herein set forth with respect to the Eleventh
and Twelfth Series Preferred Stock and the Series A and Series
B Preferred Stock, and with respect to each additional series
of Preferred Stock, the designation of the class thereof and
the different characteristics of clauses (a), (b), (c), and
(d) above shall be set forth in the resolution of resolutions
of the Board of Directors of the Corporation providing for
such series. To the extent, if any, that the issuance of
additional series of Preferred Stock, the designation of the
class thereof, the fixing and setting forth of such different
characteristics of each additional series of Preferred Stock,
and the adoption by the Board of Directors of the resolution
or resolutions providing, therefor, constitutes or requires
the amendment of these Articles of Incorporation, the Board of
Directors shall have authority so to amend these Articles of
Incorporation, as provided by Louisiana law and particularly,
but not by way of limitation, Section 24B(6) of Title 12 of
the Louisiana Revised Statues of 1950, as amended, and to
authorize and to cause the due execution and filing of such
Articles of Amendment to these Articles of Incorporation as
the Board of Directors may deem necessary, appropriate or
advisable, or sees fit, for such purpose.
III
Further provisions with respect to the Preferred Stock
and the Common Stock are and shall be as set forth hereinafter
in this Part III of Article 3 and hereinafter in these
Articles of Incorporation.
(A) The Preferred Stock shall be entitled, but only when
and as declared by the Board of Directors, out of funds
legally available for the payment of dividends, in preference
to the Common Stock, to dividends at the rate of 4.96% per
annum on the First Series Preferred Stock, at the rate of
4.16% per annum on the Second Series Preferred Stock, at the
rate of 4.44% per annum on the Third Series Preferred Stock,
at the rate of 5.16% per annum on the Fourth Series Preferred
Stock, at the rate of 5.40% per annum on the Fifth Series
Preferred Stock, at the rate of 6.44% per annum on the Sixth
Series Preferred Stock, at the rate of 9.52% per annum on the
Seventh Series Preferred Stock, at the rate of 7.84% per annum
on the Eighth Series Preferred Stock, at the rate of 7.36% per
annum on the Ninth Series Preferred Stock, at the rate of
8.56% per annum on the Tenth Series Preferred Stock, at the
rate of 9.44% per annum on the Eleventh Series Preferred
Stock, at the rate of 11.48% per annum on the Twelfth Series
Preferred Stock, at the rate of 10.72% per annum on the Series
A Preferred Stock, and at the rate of 13.12% per annum on the
Series B Preferred Stock, of the par value thereof, and no
more, and at such rate per annum on each additional series as
shall be fixed in and by the resolution or resolutions of the
Board of Directors of the Corporation providing for the
issuance of the shares of such series, payable quarterly on
February 1, May 1, August 1 and November 1 of each year to
stockholders of record as of a date, not exceeding forty (40)
days and not less than ten (10) days preceding such dividend
payment dates, to be fixed by the Board of Directors, such
dividends to be cumulative from the last date to which
dividends upon the First through Tenth Series Preferred Stock
of Louisiana Power & Light Company, a Florida corporation, are
paid, with respect to the First through Tenth Series Preferred
Stock, from November 2, 1977 with respect to the Eleventh
Series Preferred Stock, from March 1, 1979 with respect to the
Twelfth Series Preferred Stock, from July 19, 1979 with
respect to the Series A Preferred Stock, from October 17, 1979
with respect to the Series B Preferred Stock, and from such
date with respect to each additional series, if made
cumulative in and by the resolution or resolutions of the
Board of Directors of the Corporation providing for such
series, as shall be fixed in and by such resolution or
resolutions, provided that, if such resolution or resolutions
so provide, the first dividend payment date for any such
additional series may be the dividend payment date next
succeeding the dividend payment date immediately following the
issuance of the shares of such series.
(B) If and when dividends payable on any of the Preferred
Stock of the Corporation at any time outstanding shall be in
default in an amount equal to four full quarterly payments or
more per share, and thereafter until all dividends on any such
Preferred Stock in default shall have been paid, the holders
of the Preferred Stock, voting separately as a class, shall be
entitled to elect the smallest number of directors necessary
to constitute a majority of the full Board of Directors, and
the holders of the Common Stock, voting separately as a class,
shall be entitled to elect the remaining directors of the
Corporation, anything herein to the contrary notwithstanding.
The terms of office, as directors, of all persons who may be
directors of the Corporation at the time shall terminate upon
the election of a majority of the Board of Directors by the
holders of the Preferred Stock, except that if the holders of
the Common Stock shall not have elected the remaining
directors of the Corporation, then, and only in that event,
the directors of the Corporation in office just prior to the
election of a majority of the Board of Directors by the
holders of the Preferred Stock shall elect the remaining
directors of the Corporation. Thereafter, while such default
continues and the majority of the Board of Directors is being
elected by the holders of the Preferred Stock, the remaining
directors, whether elected by directors, as aforesaid, or
whether originally or later elected by holders of the Common
Stock, shall continue in office until their successors are
elected by holders of the Common Stock and shall qualify.
If and when all dividends then in default on the
Preferred Stock then outstanding shall be paid (such dividends
to be declared and paid out of any funds legally available
therefor as soon as reasonably practicable), the holders of
the Preferred Stock shall be divested of any special right
with respect to the election of directors, and the voting
power of the holders of the Preferred Stock and the holders of
the Common Stock shall revert to the status existing before
the first dividend payment date on which dividends on the
Preferred Stock were not paid in full, but always subject to
the same provisions for vesting such special rights in the
holders of the Preferred Stock in case of further like
defaults in the payment of dividends thereon as described in
the immediately foregoing paragraph. Upon termination of any
such special voting right upon payment of all accumulated and
unpaid dividends on the Preferred Stock, the terms of office
of all persons who may have been elected directors of the
Corporation by vote of the holders of the Preferred Stock as a
class, pursuant to such special voting right, shall forthwith
terminate, and the resulting vacancies shall be filled by the
vote of a majority of the remaining directors.
In case of any vacancy in the office of a director
occurring among the directors elected by the holders of the
Preferred Stock, voting separately as a class, the remaining
directors elected by the holders of the Preferred Stock; by
affirmative vote of a majority thereof, or the remaining
director so elected if there be but one, may elect a successor
or successors to hold office for the unexpired term or terms
of the director or directors whose place or places shall be
vacant. Likewise, in case of any vacancy in the office of a
director occurring among the directors not elected by the
holders of the Preferred Stock, the remaining directors not
elected by the holders of the Preferred Stock, by affirmative
vote of a majority thereof, or the remaining director so
elected if there be but one, may elect a successor or
successors to hold office for the unexpired term or terms of
the director or directors whose place or places shall be
vacant.
Whenever the right shall have accrued to the holders of
the Preferred Stock to elect directors, voting separately as a
class it shall be the duty of the President, a Vice President
or the Secretary of the Corporation forthwith to call and
cause notice to be given to the shareholders entitled to vote
of a meeting to be held at such time as the Corporation's
officers may fix, not less than forty-five nor more than sixty
days after the accrual of such right, for the purpose of
electing directors. The notice so given shall be mailed to
each holder of record of the Preferred Stock at his last known
address appearing on the books of the Corporation and shall
set forth, among other things, (i) that by reason of the fact
that dividends payable on the Preferred Stock are in default
in an amount equal to four full quarterly payments or more per
share, the holders of the Preferred Stock, voting separately
as a class, have the right to elect the smallest number of
directors necessary to constitute a majority of the full Board
of Directors of the Corporation, (ii) that any holder of the
Preferred Stock has the right, at any reasonable time, to
inspect, and make copies of, the list or lists of holders of
the Preferred Stock maintained at the principal office of the
Corporation or at the office of any Transfer Agent of the
Preferred Stock, and (iii) either the entirety of this
paragraph or the substance thereof with respect to the number
of shares of the Preferred Stock required to be represented at
any meeting, or adjournment thereof, called for the election
of directors of the Corporation. At the first meeting of
stockholders held for the purpose of electing directors during
such time as the holders of the Preferred Stock shall have the
special right, voting separately as a class, to elect
directors, the presence in person or by proxy of the holders
of a majority of the outstanding Common Stock shall be
required to constitute a quorum of such class for the election
of directors, and the presence in person or by proxy of the
holders of a majority of the outstanding Preferred Stock shall
be required to constitute a quorum of such class for the
election of directors; provided, however, that in the absence
of a quorum of the holders of the Preferred Stock, no election
of directors shall be held, but a majority of the holders of
the Preferred Stock who are present in person or by proxy
shall have power to adjourn the election of the directors to a
date not less than fifteen nor more than fifty days from the
giving of the notice of such adjourned meeting hereinafter
provided for; and provided, further, that at such adjourned
meeting, the presence in person or by proxy of the holders of
35% of the outstanding Preferred stock shall be required to
constitute a quorum of such class for the election of
directors. In the event such first meeting of stockholders
shall be so adjourned, it shall be the duty of the President,
a Vice President or the Secretary of the Corporation, within
ten days from the date on which such first meeting shall have
been adjourned, to cause notice of such adjourned meeting to
be given to the shareholders entitled to vote thereat, such
adjourned meeting to be held not less than fifteen days nor
more than fifty days from the giving of such second notice,
such second notice shall be given in the form and manner
hereinabove provided for with respect to the notice required
to be given of such first meeting of stockholders, and shall
further set forth that a quorum was not present at such first
meeting and that the holders of 35% of the outstanding
Preferred Stock shall be required to constitute a quorum of
such class for the election of directors at such adjourned
meeting. If the requisite quorum of holders of the Preferred
Stock shall not be present at said adjourned meeting, then the
directors of the Corporation then in office shall remain in
office until the next Annual Meeting of the Corporation, or
special meeting in lieu thereof and until their successors
shall have been elected and shall qualify. Neither such first
meeting nor such adjourned meeting shall be held on a date
within sixty days of the date of the next Annual Meeting of
the Corporation or special meeting in lieu thereof. At each
Annual Meeting of the Corporation, or special meeting in lieu
thereof, held during such time as the holders of the Preferred
Stock, voting separately as a class, shall have the right to
elect a majority of the Board of Directors, the foregoing
provisions of this paragraph shall govern each Annual Meeting,
or special meeting in lieu thereof, as if said Annual Meeting
or special meeting were the first meeting of stockholders held
for the purpose of electing directors after the right of the
holders of the Preferred Stock, voting separately as a class,
to elect a majority of the Board of Directors, should have
accrued with the exception, that if, at any adjourned annual
meeting, or special meeting in lieu thereof, 35% of the
outstanding Preferred Stock is not present in person or by
proxy, all the directors shall be elected by a vote of the
holders of a majority of the Common Stock of the Corporation
present or represented at the meeting.
(C) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of at
least two-thirds of the total number of shares of the
Preferred Stock then outstanding:
(1) create, authorize or issue any new stock which,
after issuance would rank prior to the Preferred Stock as
to dividends, in liquidation, dissolution, winding up or
distribution, or create, authorize or issue any security
convertible into shares of any such stock except for the
purpose of providing funds for the redemption of all of
the Preferred Stock then outstanding, such new stock or
security not to be issued until such redemption shall
have been authorized and notice of such redemption given
and the aggregate redemption price deposited as provided
in paragraph (G) below; provided, however, that any such
new stock or security shall be issued within twelve
months (and so long as any of the First Series Preferred
Stock remains outstanding, within 180 days), after the
vote of the Preferred Stock herein provided for
authorizing the issuance of such new stock or security;
or
(2) amend, alter, change or repeal any of the
express terms of any of the Preferred Stock then
outstanding in a manner prejudicial to the holders
thereof; the increase or decrease in the authorized
amount of the Preferred Stock or the creation, or
increase or decrease in the authorized amount, of any new
class of stock ranking on a parity with the Preferred
Stock shall not, for the purposes of this paragraph, be
deemed to be prejudicial to the holders of the Preferred
Stock.
(D) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote, at a meeting called for that purpose) of the
holders of a majority of the total number of shares of the
Preferred Stock then outstanding:
(1) merge or consolidate with or into any other
corporation or corporations or sell or otherwise dispose
of all or substantially all of the assets of the
Corporation, unless such merger or consolidation or sale
or other disposition, or the exchange, issuance or
assumption of all securities to be issued or assumed in
connection with any such merger or consolidation or sale
or other disposition, shall have been ordered, approved
or permitted by regulatory authority of the United States
of America under the provisions of the Public Utility
Holding Company Act of 1935; provided that the provisions
of this sub-paragraph (1) shall not apply to a purchase
or other acquisition by the Corporation of franchises or
assets of another corporation in any manner which does
not involve a corporate merger or consolidation; or
(2) issue or assume any unsecured notes, debentures
or other securities representing unsecured indebtedness
for purposes other than (i) the refunding of outstanding
unsecured indebtedness theretofore issued or assumed by
the Corporation, (ii) the reacquisition, redemption or
other retirement of any indebtedness which reacquisition,
redemption or other retirement has been authorized by the
Securities and Exchange Commission under the provisions
of the Public Utility Holding Company Act of 1935, or
(iii) the reacquisition, redemption or other retirement
of all outstanding shares of the Preferred Stock, or
preferred stock ranking prior to, or pari passu with, the
Preferred Stock, if immediately after such issue or
assumption, the total principal amount of all unsecured
notes, debentures or other securities representing
unsecured indebtedness issued or assumed by the
Corporation, including unsecured indebtedness then to be
issued or assumed (but excluding the principal amount
then outstanding of any unsecured notes, debentures or
other securities representing unsecured indebtedness
having a maturity in excess of ten (10) years and in
amount not exceeding 10% of the aggregate of (a) and (b)
of this subparagraph (2) below) would exceed ten per
centum (10%) of the aggregate of (a) the total principal
amount of all bonds or other securities representing
secured indebtedness issued or assumed by the Corporation
and then to be outstanding, and (b) the capital and
surplus of the Corporation as then to be stated on the
books of account of the Corporation. When unsecured
notes, debentures or other securities representing
unsecured debt of a maturity in excess of ten (10) years
shall become of a maturity of ten (10) years or less, it
shall then be regarded as unsecured debt of a maturity of
less than ten (10) years and shall be computed with such
debt for the purpose of determining the percentage ratio
to the sum of (a) and (b) above of unsecured debt of a
maturity of less than ten (10) years, and when provision
shall have been made, whether through a sinking fund or
otherwise, for the retirement, prior to their maturity,
of unsecured notes, debentures or other securities
representing unsecured debt of a maturity in excess of
ten (10) years, the amount of such security so required
to be retired in less than ten (10) years shall be
regarded as unsecured debt of a maturity of less than ten
(10) years (and not as unsecured debt of a maturity in
excess of ten (10) years) and shall be computed with such
debt for the purpose of determining the percentage ratio
to the sum of (a) and (b) above of unsecured debt of a
maturity of less than ten (10) years, provided, however,
that the payment due upon the maturity of unsecured debt
having an original single maturity in excess of ten (10)
years or the payment due upon the latest maturity of any
serial debt which had original maturities in excess of
ten (10) years shall not, for the purposes of this
provision, be regarded as unsecured debt of a maturity of
less than ten (10) years until such payment or payments
shall be required to be made within five (5) years
(provided the words "five (5) years" shall read "three
(3) years" when none of the First Series Preferred Stock
remains outstanding); furthermore, when unsecured notes,
debentures or other securities representing unsecured
debt of a maturity of less than ten (10) years shall
exceed 10% of the sum of (a) and (b) above, no additional
unsecured notes, debentures or other securities repre
senting unsecured debt shall be issued or assumed (except
for the purposes set forth in (i), (ii) and (iii) above)
until such ratio is reduced to 10% of the sum of (a) and
(b) above; or
(3) issue, sell, or otherwise dispose of any shares
of the Preferred Stock in addition to the 805,000 shares
of the First through Tenth Series Preferred Stock
originally authorized, or of any other class of stock
ranking on a parity with the Preferred Stock as to
dividends or in liquidation, dissolution, winding up or
distribution, (a) so long as any of the First Series
Preferred Stock remains outstanding, unless the net
income of the Corporation and Louisiana Power & Light
Company, a Florida corporation, determined, after
provision for depreciation and all taxes and in
accordance with generally accepted accounting practices,
to be available for the payment of dividends for a period
of twelve (12) consecutive calendar months within the
fifteen (15) calendar months immediately preceding the
issuance, sale or disposition of such stock, is at least
equal to twice the annual dividend requirements on all
outstanding shares of the Preferred Stock and of all
other classes of stock ranking prior to, or on a parity
with, the Preferred Stock as to dividends or
distributions, including the shares proposed to be
issued, and (b) so long as any Preferred Stock remains
outstanding, unless the gross income of the Corporation
and Louisiana Power & Light Company, a Florida
corporation, for such period, determined in accordance
with generally accepted accounting practices (but in any
event after deducting all taxes and the greater of (a)
the amount for said period charged by the Corporation and
Louisiana Power & Light Company, a Florida corporation,
on their books to depreciation expense or (b) the largest
amount required to be provided therefor by any mortgage
indenture of the Corporation) to be available for the
payment of interest, shall have been at least one and
one-half times the sum of (i) the annual interest charges
on all interest indebtedness of the Corporation and (ii)
the annual dividend requirements on all outstanding
shares of the Preferred Stock and of all other classes of
stock ranking prior to, or on a parity with, the
Preferred Stock as to dividends or distributions,
including the shares proposed to be issued; provided,
that there shall be excluded from the foregoing
computation interest charges on all indebtedness and
dividends on all shares of stock which are to be retired
in connection with the issue of such additional shares;
and provided, further, that in any case where such
additional shares of the Preferred Stock, or other class
of stock ranking on a parity with the Preferred Stock as
to dividends or distributions, are to be issued in
connection with the acquisition of new property, the net
income and gross income of the property to be so
acquired, computed on the same basis as the net income
and gross income of the Corporation, may be included on a
pro forma basis in making the foregoing computation; or
(4) issue, sell, or otherwise dispose of any shares
of the Preferred Stock, in addition to the 805,000 shares
of the First through Tenth Series Preferred Stock
originally authorized, or of any other class of stock
ranking on a parity with the Preferred Stock as to
dividends or distributions, unless the aggregate of the
capital of the Corporation applicable to the Common Stock
and the surplus of the Corporation shall be not less than
the aggregate amount payable on the involuntary
liquidation, dissolution or winding up of the
Corporation, in respect of all shares of the Preferred
Stock and all shares of stock, if any, ranking prior
thereto, or on a parity therewith, as to dividends or
distributions, which will be outstanding after the issue
of the shares proposed to be issued; provided, that if,
for the purposes of meeting the requirements of this
sub-paragraph (4), it becomes necessary to take into
consideration any earned surplus of the Corporation, the
Corporation shall not thereafter pay any dividends on
shares of the Common Stock which would result in reducing
the Corporation's Common Stock Equity (as in paragraph
(H) hereinafter defined) to an amount less than the
aggregate amount payable, on involuntary liquidation,
dissolution or winding up of the Corporation, on all
shares of the Preferred Stock and of any stock ranking
prior to, or on a parity with, the Preferred Stock, as to
dividends or other distributions, at the time
outstanding.
(E) Each holder of Common Stock of the Corporation shall
be entitled to one vote, in person or by proxy, for each share
of such stock standing in his name on the books of the
Corporation. Except as hereinbefore expressly provided in this
Article 3 and as may otherwise be required by law, the holders
of the Preferred Stock shall have no power to vote and shall
be entitled to no notice of any meeting of the stockholders of
the Corporation. As to matter upon which holders of the
Preferred Stock are entitled to vote as hereinbefore expressly
provided, each holder of $100 Preferred Stock shall be
entitled to one vote, in person or by proxy, for each share of
such stock standing in his name on the books of the
Corporation, and each holder of $25 Preferred Stock shall be
entitled to one-quarter (1/4) vote, in person or by proxy, for
each share of such stock standing in his name on the books of
the Corporation. As to any matters requiring or permitting or
otherwise calling for or involving the presence of, or the
consent or vote of, or any other action by, a particular
number or percentage or fraction or portion of the total
number of shares of Preferred Stock outstanding, or of the
outstanding Preferred Stock, or of the total number of shares
of Preferred Stock present in person or by proxy, or of the
Preferred Stock present in person or by proxy, for purposes of
making such calculation and determination, each share of $100
Preferred Stock shall be considered and counted as one share
and each share of $25 Preferred Stock shall be considered and
counted as one-quarter (1/4) of a share.
(F) In the event of any voluntary liquidation,
dissolution or winding up of the Corporation, the Preferred
Stock shall have a preference over the Common Stock until an
amount equal to the then current redemption price shall have
been paid. In the event of any involuntary liquidation,
dissolution or winding up of the Corporation, which shall
include any such liquidation, dissolution or winding up which
may arise out of or result from the condemnation or purchase
of all or a major portion of the properties of the
Corporation, by (i) the United States Government or any
authority, agency, or instrumentality thereof, (ii) a state of
the United States or any political subdivision, authority,
agency or instrumentality thereof, or (iii) a district,
cooperative or other association or entity not organized for
profit, the Preferred Stock shall also have a preference over
the Common Stock until the full par value thereof and an
amount equal to all accumulated and unpaid dividends thereon
shall have been paid by dividends or distribution.
(G) Upon the affirmative vote of a majority of the shares
of the issued and outstanding Common Stock at any annual
meeting, or any special meeting called for that purpose, the
Corporation may at any time redeem all of any series of the
Preferred Stock or may from time to time redeem any part
thereof, by paying in cash, as to the First Series Preferred
Stock, a redemption price of $104.25 per share, as to the
Second Series Preferred Stock, a redemption price of $104.21
per share, as to the Third Series Preferred Stock, a
redemption price of $104.06 per share, as to the Fourth Series
Preferred Stock, a redemption price of $104.18 per share, as
to the Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred Stock, a
redemption price of $102.92 per share, as to the Seventh
Series Preferred Stock, a redemption price of $108.96 per
share if redeemed on or prior to November 1, 1980, $106.58 per
share if redeemed subsequent to November 1, 1980 but on or
prior to November 1, 1985, and $104.20 per share if redeemed
subsequent to November 1, 1985, as to the Eighth Series
Preferred Stock, a redemption price of $107.70 per share if
redeemed on or prior to April 1, 1981, $105.74 per share if
redeemed subsequent to April 1, 1981 but on or prior to April
1, 1986, and $103.78 per share if redeemed subsequent to April
1, 1986, as to the Ninth Series Preferred Stock, a redemption
price of $107.04 per share if redeemed on or prior to January
1, 1982, $105.20 per share if redeemed subsequent to January
1, 1982 but on or prior to January 1, 1987, and $103.36 per
share if redeemed subsequent to January 1, 1987, as to the
Tenth Series Preferred Stock, a redemption price of $107.42
per share if redeemed on or prior to March 1, 1984, $105.28
per share if redeemed subsequent to March 1, 1984 but on or
prior to March 1, 1989, and $103.14 per share if redeemed
subsequent to March 1, 1989, as to the Eleventh Series
Preferred Stock, a redemption price of $111.44 per share if
redeemed on or prior to November 1, 1982 (except that no share
of the Eleventh Series Preferred Stock shall be redeemed prior
to November 1, 1982 if such redemption is for the purpose or
in anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the Corporation,
or through the use, directly or indirectly, of funds derived
through the issuance by the Corporation of stock ranking prior
to or on a parity with the Eleventh Series Preferred Stock as
to dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or such
stock has an effective dividend cost to the Corporation (so
computed) of less than 9.4297% per annum), $109.08 per share
if redeemed subsequent to November 1, 1982 but on or prior to
November 1, 1987, $106.72 per share if redeemed subsequent to
November 1, 1987 but on or prior to November 1, 1992, and
$104.36 per share if redeemed subsequent to November 1, 1992,
as to the Twelfth Series Preferred Stock, a redemption price
of $113.98 per share if redeemed on or prior to March 1, 1984
(except that no share of the Twelfth Series Preferred Stock
shall be redeemed prior to March 1, 1984 if such redemption is
for the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation of
stock ranking prior to or on a parity with the Twelfth Series
Preferred Stock as to dividends or assets, if such borrowed
funds have an effective interest cost to the Corporation
(computed in accordance with generally accepted financial
practice) or such stock has an effective dividend cost to the
Corporation (so computed) of less than 11.4560% per annum),
$111.11 per share if redeemed subsequent to March 1, 1984 but
on or prior to March 1, 1989, $108.24 per share if redeemed
subsequent to March 1, 1989 but on or prior to March 1, 1994,
and $105.37 per share if redeemed subsequent to March 1, 1994,
as to the Series A Preferred Stock, a redemption price of
$27.68 per share if redeemed on or prior to July 1, 1984
(except that no share of the Series A Preferred Stock shall be
redeemed prior to July 1, 1984 if such redemption is for the
purpose or in anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly, of
funds derived through the issuance by the Corporation of stock
ranking prior to or on a parity with the Series A Preferred
Stock as to dividends or assets, if such borrowed funds have
an effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or such
stock has an effective dividend cost to the Corporation (so
computed) of less than 11.2705% per annum), $27.01 per share
if redeemed subsequent to July 1, 1984 but on or prior to July
1, 1989, $26.34 per share if redeemed subsequent to July 1,
1989 but on or prior to July 1, 1994, and $25.67 per share if
redeemed subsequent to July 1, 1994, and as to the Series B
Preferred Stock, a redemption price of $28.28 per share if
redeemed on or prior to October 1, 1984 (except that no share
of the Series B Preferred Stock shall be redeemed prior to
October 1, 1984 if such redemption is for the purpose or in
anticipation of refunding such share through the use, directly
or indirectly, of funds borrowed by the Corporation, or
through the use, directly or indirectly, of funds derived
through the issuance by the Corporation of stock ranking prior
to or on a parity with the Series B Preferred Stock as to
dividends or assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed) of
less than 14.6103% per annum), $27.46 per share if redeemed
subsequent to October 1, 1984 but on or prior to October 1,
1989, $26.64 per share if redeemed subsequent to October 1,
1989 but on or prior to October 1, 1994, and $25.82 per share
if redeemed subsequent to October 1, 1994, and as to each
additional series such redemption price or prices, with such
restrictions or limitations, if any, on redemption or
refunding, as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the Corporation
providing for such series; plus, in each case where
applicable, an amount equivalent to the accumulated and unpaid
dividends, if any, to the date fixed for redemption; provided
that without the vote of the issued and outstanding Common
Stock, the Series A Preferred Stock shall be subject to
redemption as and for a sinking fund as follows: on July 1,
1984 and on each July 1 thereafter (each such date being
hereinafter referred to as a "Series A Sinking Fund Redemption
Date"), for so long as any shares of the Series A Preferred
Stock shall remain outstanding, the Corporation shall redeem,
out of funds legally available therefor, 120,000 shares of the
Series A Preferred Stock (or the number of shares then
outstanding if less than 120,000) at the sinking fund
redemption price of $25 per share plus, as to each share so
redeemed, an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of the
Series A Preferred Stock being hereinafter referred to as the
"Series A Sinking Fund Obligation"); the Series A Sinking Fund
Obligation shall be cumulative; if on any Series A Sinking
Fund Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date, the
Series A Sinking Fund Obligation with respect to the shares
not redeemed shall carry forward to each successive Series A
Sinking Fund Redemption Date until such shares shall have been
redeemed; whenever on any Series A Sinking Fund Redemption
Date, the funds of the Corporation legally available for the
satisfaction of the Series A Sinking Fund Obligation and all
other sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series A Preferred
Stock (such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation to
satisfy fully its Total Sinking Fund Obligation on that date,
the Corporation shall apply to the satisfaction of its Series
A Sinking Fund Obligation on that date that proportion of such
legally available funds which is equal to the ratio of such
Series A Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series A Sinking Fund
Obligation, the Corporation shall have the option, which shall
be non-cumulative, to redeem, upon authorization of the Board
of Directors, on each Series A Sinking Fund Redemption Date,
at the aforesaid sinking fund redemption price, up to 120,000
additional shares of the Series A Preferred Stock; the
Corporation shall be entitled, at its election, to credit
against its Series A Sinking Fund Obligation on any Series A
Sinking Fund Redemption Date any shares of the Series A
Preferred Stock (including shares of the Series A Preferred
Stock optionally redeemed at the aforesaid sinking fund
redemption price) theretofore redeemed, other than shares of
the Series A Preferred Stock redeemed pursuant to the Series A
Sinking Fund Obligation, purchased or otherwise acquired and
not previously credited against the Series A Sinking Fund
Obligation; and provided that without the vote of the issued
and outstanding Common Stock, the Series B Preferred Stock
shall be subject to redemption as and for a sinking fund as
follows: on October 1, 1984 and on each October 1 thereafter
(each such date being hereinafter referred to as a "Series B
Sinking Fund Redemption Date"), for so long as any shares of
the Series B Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 80,000 shares of the Series B Preferred Stock (or
the number of shares then outstanding if less than 80,000) at
the sinking fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the date
of redemption (the obligation of the Corporation so to redeem
the shares of the Series B Preferred Stock being hereinafter
referred to as the "Series B Sinking Fund Obligation"); the
Series B Sinking Fund Obligation shall be cumulative; if on
any Series B Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor sufficient to
redeem the full number of shares required to be redeemed on
that date, the Series B Sinking Fund Obligation with respect
to the shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date until such
shares shall have been redeemed; whenever on any Series B
Sinking Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the Series B Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class or
series of its stock ranking on a parity as to dividends or
assets with the Series B preferred Stock (such Obligation and
obligations collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient to permit
the Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to the
satisfaction of its Series B Sinking Fund Obligation on that
date that proportion of such legally available funds which is
equal to the ratio of such Series B Sinking Fund Obligation to
such Total Sinking Fund Obligation; in addition to the Series
B Sinking Fund Obligation, the Corporation shall have the
option, which shall be noncumulative, to redeem, upon
authorization of the Board of Directors on each Series B
Sinking Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 80,000 additional shares of the Series
B Preferred Stock; the Corporation shall be entitled, at its
election, to credit against its Series B Sinking Fund
Obligation on any Series B Sinking Fund Redemption Date any
shares of the Series B Preferred Stock (including shares of
the Series B Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore redeemed,
other than shares of the Series B Preferred Stock redeemed
pursuant to the Series B Sinking Fund Obligation, purchased or
otherwise acquired and not previously credited against the
Series B Sinking Fund Obligation. Notice of the intention of
the Corporation to redeem all or any part of the Preferred
Stock shall be mailed not less than thirty (30) days nor more
than sixty (60) days before the date fixed for redemption to
each holder of record of Preferred Stock to be redeemed, at
his post-office address as shown by the Corporation's records,
and not less than thirty (30) days' nor more than sixty (60)
days' notice of such redemption may be published in such
manner as may be prescribed by resolution of the Board of
Directors of the Corporation; and, in the event of such
publication, no defect in the mailing of such notice shall
affect the validity of the proceedings for the redemption of
any shares of Preferred Stock so to be redeemed.
Contemporaneously with the mailing or publication of such
notice as aforesaid or at any time thereafter prior to the
date fixed for redemption, the Corporation may deposit the
aggregate redemption price (or the portion thereof not already
paid in the redemption of such Preferred Stock so to be
redeemed) with any bank or trust company in the City of New
York, New York, or in the City of New Orleans, Louisiana,
named in such notice, payable to the order of the record
holders of the Preferred Stock so to be redeemed, as the case
may be, on the endorsement and surrender of their
certificates, and thereupon said holders shall cease to be
stockholders with respect to such shares; and from and after
the making of such deposit such holders shall have no interest
in or claim against the Corporation with respect to said
shares, but shall be entitled only to receive such moneys from
said bank or trust company, with interest, if any, allowed by
such bank or trust company on such moneys deposited as in this
paragraph provided, on endorsement and surrender of their
certificates as aforesaid. Any moneys so deposited, plus
interest thereon, if any, remaining unclaimed at the end of
six years from the date fixed for redemption, if thereafter
requested by resolution of the Board of Directors, shall be
repaid to the Corporation, and in the event of such repayment
to the Corporation, such holders of record of the shares so
redeemed as shall not have made claim against such moneys
prior to such repayment to the Corporation, shall be deemed to
be unsecured creditors of the Corporation for an amount,
without interest, equivalent to the amount deposited, plus
interest thereon, if any, allowed by such bank or trust
company, as above stated, for the redemption of such shares
and so paid to the Corporation. Shares of the Preferred Stock
which have been redeemed shall not be reissued. If less than
all of the shares of any series of the Preferred Stock are to
be redeemed, the shares thereof to be redeemed shall be
selected by lot, in such manner as the Board of Directors of
the Corporation shall determine, by an independent bank or
trust company selected for that purpose by the Board of
Directors of the Corporation. Nothing herein contained shall
limit any legal right of the Corporation to purchase or
otherwise acquire any shares of the Preferred Stock; provided,
however, that, so long as any shares of the Preferred Stock
are outstanding, the Corporation shall not (i) make any
payment, or set aside funds for payment, into any sinking fund
for the purchase or redemption of any shares of the Preferred
Stock, or (ii) redeem, purchase or otherwise acquire less than
all of the shares of the Preferred Stock, if, at the time of
such payment or setting aside of funds for payment into such
sinking fund, or of such redemption, purchase or other
acquisition, dividends payable on any of the Preferred Stock
shall be in default in whole or in part, unless, prior to or
concurrently with such payment or setting aside of funds for
payment into such sinking fund, and/or such redemption,
purchase or other acquisition, as the case may be, all such
defaults shall be cured or unless such payment or setting
aside of funds for payment into such sinking fund, and/or such
redemption, purchase or other acquisition, as the case may be,
shall have been ordered, approved or permitted under the
Public Utility Holding Company Act of 1935. Any shares of the
Preferred Stock so redeemed, purchased or acquired shall be
retired and cancelled.
(H) For the purposes of this paragraph (H) and
subparagraph (4) of paragraph (D) the term "Common Stock
Equity" shall mean the aggregate of the par value of, or
stated capital represented by, the outstanding shares (other
than shares owned by the Corporation) of stock ranking junior
to the Preferred Stock as to dividends and assets, of the
premium on such junior stock and of the surplus (including
earned surplus, capital surplus and surplus invested in plant)
of the Corporation less (unless the amounts or items are being
amortized or are being provided for by reserves), (1) any
amounts recorded on the books of the Corporation for utility
plant and other plant in excess of the original cost thereof,
(2) unamortized debt discount and expense, capital stock
discount and expense and any other intangible items set forth
on the asset side of the balance sheet as a result of
accounting convention, (3) the excess, if any, of the
aggregate amount payable on involuntary liquidation,
dissolution or winding up of the affairs of the Corporation
upon all outstanding Preferred Stock over the aggregate par or
stated value thereof and any premiums thereon and (4) the
excess, if any, for the period beginning with January 1, 1953
to the end of a month within ninety (90) days preceding the
date as of which Common Stock Equity is determined, of the
cumulative amount computed under requirements contained in the
Corporation's mortgage indentures relating to minimum depre
ciation provisions (this cumulative amount being the aggregate
of the largest amounts separately computed for entire periods
of differing co-existing mortgage indenture requirements),
over the amount charged by the Corporation and Louisiana Power
& Light Company, a Florida corporation, on their books for
depreciation during such period, including the final fraction
of a year. For the purpose of this paragraph (H):(i) the term
"total capitalization" shall mean the sum Or the Common Stock
Equity plus item (3) in this paragraph (H) and the stated
capital applicable to, and any premium on, outstanding stock
of the Corporation not included in Common Stock Equity, and
the principal amount of all outstanding debt of the
Corporation maturing more than twelve months after the date of
the determination of the total capitalization; and (ii) the
term "dividends on Common Stock" shall embrace dividends on
Common Stock (other than dividends payable only in shares of
Common Stock), distributions on, and purchases or other
acquisitions for value of, any Common Stock of the Corporation
or other stock, if any, subordinate to its Preferred Stock as
to dividends or other distributions. So long as any shares of
the Preferred Stock are outstanding, the Corporation shall not
declare or pay any dividends on the Common Stock, except as
follows:
(a) If and so long as the Common Stock Equity at the
end of the calendar month immediately preceding the date
on which a dividend on Common Stock is declared is, or as
a result of such dividend would become, less than 20% of
total capitalization, the Corporation shall not declare
such dividends in an amount which, together with all
other dividends on Common Stock paid by the Corporation
and Louisiana Power & Light Company, a Florida
corporation, within the year ending with and including
the date on which such dividend is payable, exceeds 50%
of the net income of the Corporation and Louisiana Power
& Light Company, a Florida corporation, available for
dividends on Common Stock for the twelve full calendar
months immediately preceding the month in which such
dividends are declared, except in an amount not exceeding
the aggregate of dividends on Common Stock which under
the restrictions set forth above in this subparagraph (a)
could have been, and have not been, declared; and
(b) If and so long as the Common Stock Equity at the
end of the calendar month immediately preceding the date
on which a dividend on Common Stock is declared is, or as
a result of such dividend would become, less than 25% but
not less than 20% of total capitalization, the
Corporation shall not declare dividends on the Common
Stock in an amount which, together with all other
dividends on Common Stock paid by the Corporation and
Louisiana Power & Light Company, a Florida corporation,
within the year ending with and including the date on
which such dividend is payable, exceeds 75% of the net
income of the Corporation and Louisiana Power & Light
Company, a Florida corporation, available for dividends
on Common Stock for the twelve full calendar months
immediately preceding the month in which such dividends
are declared, except in an amount not exceeding the
aggregate of dividends on Common Stock which under the
restrictions set forth above in subparagraph (a) and in
this subparagraph (b) could have been, and have not been,
declared; and
(c) At any time when the Common Stock Equity is 25%
or more of total capitalization, the Corporation may not
declare dividends on shares of the Common Stock which
would reduce the Common Stock Equity below 25% of total
capitalization, except to the extent provided in
subparagraphs (a) and (b) above.
So long as any of the Second through Twelfth Series
Preferred Stock or any of the Series A or Series B Preferred
Stock remains outstanding, or there remains outstanding any
additional series of Preferred Stock with respect to which the
resolution or resolutions of the Board of Directors of the
Corporation providing for same makes this sentence applicable,
at any time when the aggregate of all amounts credited
subsequent to January 1, 1953 to the depreciation reserve
account of the Corporation and Louisiana Power & Light
Company, a Florida corporation, through charges to operating
revenue deductions or otherwise on the books of the
Corporation and Louisiana Power & Light Company, a Florida
corporation (other than transfers out of the balance of
surplus as of December 31, 1952), shall be less than the
amount computed as provided in clause (aa) below, under
requirements contained in the Corporation's mortgage
indentures, then for the purposes of subparagraphs (a) and (b)
above, in determining the earnings available for Common Stock
dividends during any twelve-month period, the amount to be
provided for depreciation in that period shall be (aa) the
greater of the cumulative amount charged to depreciation
expense on the books of the Corporation and Louisiana Power &
Light Company, a Florida corporation, or the cumulative amount
computed under requirements contained in the Corporation's
mortgage indentures relating to minimum depreciation
provisions (the latter cumulative amount being the aggregate
of the largest amounts separately computed for entire periods
of differing coexisting mortgage indenture requirements) for
the period from January 1, 1953 to and including said
twelve-month period, less (bb) the greater of the cumulative
amount charged to depreciation expense on the books of the
Corporation and Louisiana Power & Light Company, a Florida
corporation, or the cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions (the
latter cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of differing
coexisting mortgage indenture requirements) from January 1,
1953 up to but excluding said twelve-month period; provided
that in the event any company other than Louisiana Power &
Light Company, a Florida corporation, is merged into the
Corporation, the "cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions"
referred to above shall be computed without regard, for the
period prior to the merger, of property acquired in the
merger, and the "cumulative amount charged to depreciation
expense on the books of the Corporation and Louisiana Power &
Light Company, a Florida corporation", shall be exclusive of
amounts provided for such property prior to the merger.
(I) Dividends may be paid upon the Common Stock only when
(i) dividends have been paid or declared and funds set apart
for the payment of dividends as aforesaid on the Preferred
Stock from the dates after which dividends thereon became
cumulative, to the beginning of the period then current, with
respect to which such dividends on the Preferred Stock are
usually declared, and (ii) all payments have been made or
funds have been set aside for payments then or theretofore due
under the terms of sinking fund requirements (if any) for the
purchase or redemption of shares of the Preferred Stock, but
whenever (x) there shall have been paid or declared and funds
shall have been set apart for the payment of all such
dividends upon the Preferred Stock as aforesaid, and (y) all
payments shall have been made or funds shall have been set
aside for all payments then or theretofore due under the terms
of sinking fund requirements (if any) for the purchase or
redemption of shares of the Preferred Stock, then, subject to
the limitations above set forth, dividends upon the Common
Stock may be declared payable then or thereafter, out of any
net earnings or surplus of assets over liabilities, including
capital, then remaining. After the payment of the limited
dividends and/or shares in distribution of assets to which the
Preferred Stock is expressly entitled in preference to the
Common Stock, in accordance with the provisions hereinabove
set forth, the Common Stock alone (subject to the rights of
any class of stock hereafter authorized) shall receive all
further dividends and shares in distribution.
(J) Subject to the limitations hereinabove set forth the
Corporation from time to time may resell any of its own stock,
purchased or otherwise acquired by it as hereinafter provided
for, at such price as may be fixed by its Board of Directors
or Executive Committee.
(K) Subject to the limitations hereinabove set forth the
Corporation in order to acquire funds with which to redeem any
outstanding Preferred Stock, may issue and sell stock of any
class then authorized but unissued, bonds, notes, evidences of
indebtedness, or other securities.
(L) Subject to the limitations hereinabove set forth the
Board of Directors of the Corporation may at any time
authorize the conversion or exchange of the whole or any
particular share of the outstanding Preferred Stock, with the
consent of the holder thereof, into or for stock of any other
class at the time of such consent authorized but unissued and
may fix the terms and conditions upon which such conversion or
exchange may be made; provided that without the consent of the
holders of record of two-thirds of the shares of Common Stock
outstanding given at a meeting of the holders of the Common
Stock called and held as provided by the By-Laws or given in
writing without a meeting, the Board of Directors shall not
authorize the conversion or exchange of any Preferred Stock
into or for Common Stock or authorize the conversion or
exchange of any Preferred Stock into or for preferred stock of
any other class, if by such conversion or exchange the amount
which the holders of the shares of stock so converted or
exchanged would be entitled to receive either as dividends or
shares in distribution of assets in preference to the Common
Stock would be increased.
(M) A consolidation, merger or amalgamation of the
Corporation with or into any other corporation or corporations
shall not be deemed a distribution of assets of the
Corporation within the meaning of any provisions of these
Articles of Incorporation.
(N) The consideration received by the Corporation from
the sale of any additional stock without nominal or par value
shall be entered in the Corporation's capital stock account.
(O) Subject to the limitations hereinabove set forth,
upon the vote of a majority of all the directors of the
Corporation and of a majority of the total number of shares of
stock then issued and outstanding and entitled to vote (or if
the vote of a larger number or different proportion of shares
is required by the laws of the State of Louisiana,
notwithstanding the above agreement of the stockholders of the
Corporation to the contrary, then upon the vote of the larger
number or different proportion of shares so required), the
Corporation may from time to time create or authorize one or
more other classes of stock with such preferences,
designations, rights, privileges, powers, restrictions,
limitations and qualifications as may be determined by said
vote, which may be the same as or different from the
preferences, designations, rights, privileges, powers,
restrictions, limitations and qualifications of the classes of
stock of the Corporation then authorized. Any such vote
authorizing the creation of a new class of stock may provide
that all moneys payable by the Corporation with respect to any
class of stock thereby authorized shall be paid in the money
of any foreign country named therein or designated by the
Board of Directors, pursuant to authority therein granted, at
a fixed rate of exchange with the money of the United States
of America therein stated or provided for and all such
payments shall be made accordingly. Any such vote may
authorize any shares of any class then authorized but unissued
to be issued as shares of such new class or classes.
(P) Subject to the limitations hereinabove set forth, the
$100 Preferred Stock or the $25 Preferred Stock or the Common
Stock or any of said classes of stock may be increased at any
time upon vote of the holders of a majority of the total
number of shares of the Corporation then issued and
outstanding and entitled to vote thereon, irrespective of
class.
(Q) If any provision in this Article 3 shall be in
conflict or inconsistent with any other provision of the
Articles of Incorporation of the Corporation, the provisions
of this Article 3 shall prevail and govern.
ARTICLE 4
The Corporation shall have perpetual existence.
ARTICLE 5
The Board of Directors shall consist of such number of
directors as shall be determined from time to time as provided
in this Article 5. Directors shall be elected at each annual
meeting of stockholders and, subject to the provisions of
Article 3 hereof, each director so elected shall hold office
until the next annual meeting of stockholders and until his
successor is elected and qualified. The number of directors
to be elected at any annual meeting of stockholders shall,
except as otherwise provided herein, be the number fixed in
the latest resolution of the Board of Directors adopted
pursuant to the authority contained in the next succeeding
sentence and not subsequently rescinded. The Board of
Directors shall have power from time to time and at any time
when the stockholders are not assembled in an annual or
special meeting, by resolution adopted by a majority of the
directors then in office, to fix the number of directors of
the Corporation, provided that the number so fixed shall be
not less than seven (7) and not more than fifteen (15). If
the number of directors is increased, the additional directors
may, to the extent permitted by law and subject to the
provisions of Article 3 hereof, be elected by a majority of
the directors in office at the time of the increase, or, if
not so elected prior to the next annual meeting of
stockholders, such additional directors shall be elected at
such annual meeting. If the number of directors is decreased
and the decrease does not exceed the number of vacancies in
the Board then existing, then, subject to the provisions of
Article 3 hereof, such resolution may provide that it shall
become effective forthwith; and to the extent that the
decrease does exceed such number of vacancies, such resolution
shall provide that it shall not become effective until the
next election of directors by the stockholders. If the Board
of Directors shall fail to adopt a resolution which fixes
initially the number of directors, the number of directors
shall be nine (9). If, after the number of directors shall
have been fixed by such resolution, such resolution shall be
ineffective or shall cease to be in effect for any cause other
than by being superseded by another such resolution, the
number of directors shall be that number specified in the
latest of such resolutions, whether or not such resolution
continues in effect.
ARTICLE 6
For the regulation of the business and for the conduct of
the affairs of the Corporation, and to create, divide, limit
and regulate the powers of the Corporation, the directors and
the stockholders, provision is made as follows:
(a) General authority is hereby conferred upon the
Board of Directors of the Corporation to fix the
consideration for which shares of stock of the
Corporation without nominal or par value, may be issued
and disposed of and the shares of stock of the
Corporation without nominal or par value, whether
authorized by these Articles of Incorporation or by
subsequent increase of the authorized number of shares of
stock or by amendment of these Articles of Incorporation
by consolidation or merger or otherwise and/or any
securities convertible into stock of the Corporation
without nominal or par value, may be issued and disposed
of by the Board of Directors for such consideration and
on such terms and in such manner as may be fixed from
time to time by the Board of Directors.
(b) If now or hereafter permitted by Louisiana law,
the issue of the whole, or any part determined by the
Board of Directors, of the shares of stock of the
Corporation as partly paid, and subject to calls thereon
until the whole thereof shall have been paid, is hereby
authorized.
(c) The Board of Directors shall have power to
authorize the payment of compensation to the directors
for services to the Corporation, including fees for
attendance at meetings of the Board of Directors or the
Executive Committee and all other Committees and to
determine the amount of such compensation and fees.
(d) The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued
by it, alleged to have been lost or destroyed, and the
Board of Directors may, in their discretion, require the
owner of the lost or destroyed certificate, or his legal
representative, to give bond in such sum as they may
direct as indemnity against any claim that may be made
against the Corporation, its officers, employees or
agents by reason thereof; a new certificate may be issued
without requiring any bond when, in the judgment of the
directors, it is proper so to do.
If the Corporation shall neglect or refuse to issue
such a new certificate and it shall appear that the owner
thereof has applied to the Corporation for a new
certificate in place thereof and has made due proof of
the loss or destruction thereof and has given such notice
of his application for such new certificate in such
newspaper of general circulation, published in the State
of Louisiana, as reasonably should be approved by the
Board of Directors, and in such other newspaper as may be
required by the Board of Directors, and has tendered to
the Corporation adequate security to indemnify the
Corporation, its officers, employees or agents, and any
person other than such applicant who shall thereafter
appear to be the lawful owner of such allegedly lost or
destroyed certificate against damage, loss or expense
because of the issuance of such new certificate, and the
effect thereof as herein provided, then, unless there is
adequate cause why such new certificate shall not be
issued, the Corporation, upon the receipt of said
indemnity, shall issue a new certificate of stock in
place of such lost or destroyed certificate. In the
event that the Corporation shall nevertheless refuse to
issue a new certificate as aforesaid, the applicant may
then petition any court of competent jurisdiction for
relief against the failure of the Corporation to perform
its obligations hereunder. In the event that the
Corporation shall issue such new certificate, any person
who shall thereafter claim any rights under the
certificate in place of which such new certificate is
issued, whether such new certificate is issued pursuant
to the judgment or decree of such court or voluntarily by
the Corporation after the publication of notice and the
receipt of proof and indemnity as aforesaid, shall have
recourse to such indemnity and the Corporation shall be
discharged from all liability to such person by reason of
such certificate and the shares represented thereby.
(e) No stockholder shall have any right to inspect
any account, book or document of the Corporation, except
as conferred by statute or authorized by the directors.
(f) No holder of any stock of the Corporation shall
be entitled as of right to purchase or subscribe for any
part of any stock of the Corporation authorized by these
Articles of Incorporation or of any additional stock of
any class to be issued by reason of any increase of the
authorized capital stock of the Corporation or of any
bonds, certificates of indebtedness, debentures or other
securities convertible into stock of the Corporation, but
any stock authorized by these Articles of Incorporation
or any such additional authorized issue of new stock or
of securities convertible into stock may be issued and
disposed of by the Board of Directors to such persons,
firms, corporations or associations for such
consideration and upon such terms and in such manner as
the Board of Directors may in their discretion determine,
without offering any thereof, on the same terms or on any
terms, to the stockholders then of record or to any class
of stockholders.
(g) A director of the 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 the
Corporation be void or voidable by reason of the fact
that any director or any firm of which any director is a
member or any corporation of which any director is a
shareholder or director, 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 a 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 of a firm so interested or a
shareholder or director 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
stock of the Corporation entitled to vote or by writing
or writings signed by a majority of such holders; nor
shall any director be liable to account to the
Corporation for any profits realized by and from or
through any such transaction or contract of the
Corporation, authorized, ratified or approved as
aforesaid, by reason of the fact that he or any firm of
which he is a member or any corporation of which is a
shareholder or director was interested in such
transaction or contract. Nothing herein contained shall
create any liability in the events above described or
prevent the authorization, ratification or approval of
such contracts in any other manner provided by law.
(h) Any director may be removed and his place filled
at any meeting of the stockholders by the vote of a
majority of the outstanding stock of the Corporation
entitled to vote. Vacancies in the Board of Directors,
except vacancies arising from the removal of directors,
shall be filled by the directors remaining in office.
(i) Any property of the Corporation not essential to
the conduct of its corporate business and purposes may be
sold, leased, exchanged or otherwise disposed of by
authority of its Board of Directors, and the Corporation
may sell, lease, exchange or otherwise dispose of all of
its property and franchises or any of its property,
franchises, corporate rights or privileges essential to
the conduct of its corporate business and purposes, upon
the consent of and for such consideration and upon such
terms as may be authorized by a majority of all of the
directors and the holders of a majority of the
outstanding shares of stock entitled to vote (or, if the
consent or vote of a larger number or different propor
tion of the directors and/or shares is required by the
laws of the State of Louisiana notwithstanding the above
agreement of the stockholders of the Corporation to the
contrary, then upon the consent or vote of the larger
number or different proportion of the directors and/or
shares so required) expressed in writing or by vote at a
meeting of stockholders duly called and held as provided
by law or in the manner provided by the By-Laws of the
Corporation, if not inconsistent therewith; and at no
time shall any of the plants, properties, easements,
franchises (other than corporate franchises) or
securities then owned by the Corporation, be deemed to be
property, franchises, corporate rights or privileges
essential to the conduct of the corporate business and
purposes of the Corporation.
(j) Upon the written consent or the vote of the
holders of record of a majority of the shares of stock of
the Corporation then outstanding and entitled to vote,
(1) any or every statute of the State of Louisiana (a)
increasing, diminishing, or in any way affecting the
rights, powers or privileges of stockholders of
corporations organized under the general laws of said
State, or (b) giving effect to the action taken by any
part, less than all, of the stockholders of any such
corporation, shall be binding upon the Corporation and
every stockholder thereof, to the same extent as if such
statute had been in force at the date of the making,
filing and recording of these Articles of Incorporation,
and/or (2) amendments of these Articles of Incorporation
authorized at the time of making such amendments by the
laws of the State of Louisiana, may be made.
These Restated Articles of Incorporation are executed on
and dated the 21st day of February, 1980.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ J. M. Wyatt
J. M. Wyatt, President
By: /s/ W. H. Talbot
W. H. Talbot, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared J. M. WYATT and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ J. M. Wyatt
J. M. Wyatt, President
Louisiana Power & Light Company
/s/ W. H. Talbot
W. H. Talbot, Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at New
Orleans, Louisiana, on this 21st day of
February, 1980.
/s/ Melvin Schwartzman
Notary Public
My commission is issued for life.
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION
of
LOUISIANA POWER & LIGHT COMPANY
On October 28, l980 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation of said corporation as follows:
Sub-paragraph (ii) of paragraph (b) of Part I of
said Article 3 is amended to be and to read in its
entirety as follows:
(ii) Said 12,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), and
one series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"); and the
remaining 6,800,000 of said shares of $25 Preferred
Stock may be divided into and issued in additional
series from time to time, each such additional
series to be provided for and to be distinctively
designated, and the issuance of the shares of each
such additional series to be authorized, in and by a
resolution or resolutions to be adopted by the Board
of Directors of the Corporation in accordance with
the provisions hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(a) The number of shares to constitute
each such series and the distinctive
designation thereof;
(b) The annual rate or rates of dividends
payable on shares of such series and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock; and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh and Twelfth
Series Preferred Stock and the Series A, Series B
and Series C Preferred Stock, and, with respect to
each additional series of Preferred Stock, the
designation of the class thereof and the different
characteristics of clauses (a), (b), (c), and (d)
above shall be set forth in the resolution or
resolutions of the Board of Directors of the
Corporation providing for such series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled but only
when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, in
preference to the Common Stock, to dividends at the rate
of 4.96% per annum on the First Series Preferred Stock,
at the rate of 4.16% per annum on the Second Series
Preferred Stock, at the rate of 4.44% per annum on the
Third Series Preferred Stock at the rate of 5.16% per
annum on the Fourth Series Preferred Stock, at the rate
of 5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on the
Seventh Series Preferred Stock, at the rate of 7.84% per
annum on the Eighth Series Preferred Stock, at the rate
of 7.36% per annum on the Ninth Series Preferred Stock,
at the rate of 8.56% per annum on the Tenth Series
Preferred Stock, at the rate of 9.44% per annum on the
Eleventh Series Preferred Stock, at the rate of 11.48%
per annum on the Twelfth Series Preferred Stock, at the
rate of 10.72% per annum on the Series A Preferred Stock,
at the rate of 13.12% per annum on the Series B Preferred
Stock, and at the rate of 15.20% per annum on the Series
C Preferred Stock, of the par value thereof, and no more,
and at such rate per annum on each additional series as
shall be fixed in and by the resolution or resolutions of
the Board of Directors of the Corporation providing for
the issuance of the shares of such series, payable
quarterly on February 1, May 1, August 1 and November 1
of each year to stockholders of record as of a date, not
exceeding forty (40) days and not less than ten (10) days
preceding such dividend payment dates, to be fixed by the
Board of Directors, such dividends to be cumulative from
the last date to which dividends upon the First through
Tenth Series Preferred Stock of Louisiana Power & Light
Company, a Florida corporation, are paid, with respect to
the First through Tenth Series Preferred Stock, from
November 2, 1977 with respect to the Eleventh Series
Preferred Stock, from March 1, 1979 with respect to the
Twelfth Series Preferred Stock, from July 19, 1979 with
respect to the Series A Preferred Stock, from October 17,
1979 with respect to the Series B Preferred Stock, from
November 6, 1980 with respect to the Series C Preferred
Stock, and from such date with respect to each additional
series, if made cumulative in and by the resolution or
resolutions of the Board of Directors of the Corporation
providing for such series, as shall be fixed in and by
such resolution or resolutions, provided that, if such
resolution or resolutions so provide, the first dividend
payment date for any such additional series may be the
dividend payment date next succeeding the dividend
payment date immediately following the issuance of the
shares of such series.
The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
(G) Upon the affirmative vote of a majority of the
shares of the issued and outstanding Common Stock at any
annual meeting, or any special meeting called for that
purpose, the Corporation may at any time redeem all of
any series of the Preferred Stock or may from time to
time redeem any part thereof, by paying in cash, as to
the First Series Preferred Stock, a redemption price of
$104.25 per share, as to the Second Series Preferred
Stock, a redemption price of $104.21 per share, as to the
Third Series Preferred Stock, a redemption price of
$104.06 per share, as to the Fourth Series Preferred
Stock, a redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as to the
Seventh Series Preferred Stock, a redemption price of
$108.96 per share if redeemed on or prior to November 1,
1980, $106.58 per share if redeemed subsequent to
November 1, 1980 but on or prior to November 1, 1985, and
$104.20 per share if redeemed subsequent to November 1,
1985, as to the Eighth Series Preferred Stock, a
redemption price of $107.70 per share if redeemed on or
prior to April 1, l981, $105.74 per share if redeemed
subsequent to April 1, 1981 but on or prior to April 1,
1986, and $103.78 per share if redeemed subsequent to
April 1, 1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on or
prior to January 1, 1982, $105.20 per share if redeemed
subsequent to January 1, 1982 but on or prior to January
1, 1987, and $103.36 per share if redeemed subsequent to
January 1, 1987, as to the Tenth Series Preferred Stock,
a redemption price of $107.42 per share if redeemed on or
prior to March 1, 1984, $105.28 per share if redeemed
subsequent to March 1, 1984 but on or prior to March 1,
1989, and $103.14 per share if redeemed subsequent to
March 1, 1989, as to the Eleventh Series Preferred Stock,
a redemption price of $111.44 per share if redeemed on or
prior to November 1, 1982 (except that no share of the
Eleventh Series Preferred Stock shall be redeemed prior
to November 1, 1982 if such redemption is for the purpose
or in anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock, ranking prior to or on a parity with the
Eleventh Series Preferred Stock as to dividends or
assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has
an effective dividend cost to the Corporation (so
computed) of less than 9.4297% per annum), $109.08 per
share if redeemed subsequent to November 1, 1982 but on
or prior to November 1, 1987, $106.72 per share if
redeemed subsequent to November 1, 1987 but on or prior
to November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth Series
Preferred Stock, a redemption price of $113.98 per share
if redeemed on or prior to March 1, 1984 (except that no
share of the Twelfth Series Preferred Stock shall be
redeemed prior to March 1, 1984 if such redemption is for
the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a parity
with the Twelfth Series Preferred Stock as to dividends
or assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice) or such stock
has an effective dividend cost to the Corporation (so
computed) of less than 11.4560% per annum), $111.11 per
share if redeemed subsequent to March 1, 1984 but on or
prior to March 1, 1989, $108.24 per share if redeemed
subsequent to March 1, 1989 but on or prior to March 1,
1994, and $105.37 per share if redeemed subsequent to
March 1, 1994, as to the Series A Preferred Stock, a
redemption price of $27.68 per share if redeemed on or
prior to July 1, 1984 (except that no share of the Series
A Preferred Stock shall be redeemed prior to July 1, 1984
if such redemption is for the purpose or in anticipation
of refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or
through the use, directly or indirectly, of funds derived
through the issuance by the Corporation of stock ranking
prior to or on a parity with the Series A Preferred Stock
as to dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or
such stock has an effective dividend cost to the
Corporation (so computed) of less than 11.2705% per
annum), $27.01 per share if redeemed subsequent to July
1, 1984 but on or prior to July 1, 1989, $26.34 per share
if redeemed subsequent to July 1, 1989 but on or prior to
July 1, 1994, and $25.67 per share if redeemed subsequent
to July 1, 1994, as to the Series B Preferred Stock, a
redemption price of $28.28 per share if redeemed on or
prior to October 1, 1984 (except that no share of the
Series B Preferred Stock shall be redeemed prior to
October 1, 1984 if such redemption is for the purpose or
in anticipation of refunding such share through the use,
directly or indirectly. of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the Series
B Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than 14.6103% per annum), $27.46 per share if
redeemed subsequent to October 1, 1984 but on or prior to
October 1, 1989, $26.64 per share if redeemed subsequent
to October 1, 1989 but on or prior to October 1, 1994,
and $25.82 per share if redeemed subsequent to October 1,
1994, and as to the Series C Preferred Stock, a
redemption price of $28.80 per share if redeemed on or
prior to November 1, 1985 (except that no share of the
Series C Preferred Stock shall be redeemed prior to
November 1, 1985 if such redemption is for the purpose or
in anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the Series
C Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than 16.0616% per annum), $27.85 per share if
redeemed subsequent to November 1, 1985 but on or prior
to November 1, 1990, $26.90 per share if redeemed
subsequent to November 1, 1990 but on or prior to
November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, and as to each additional
series such redemption price or prices, with such
restrictions or limitations, if any, on redemption or
refunding, as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the Corporation
providing for such series; plus, in each case where
applicable, an amount equivalent to the accumulated and
unpaid dividends, if any, to the date fixed for
redemption; provided that without the vote of the issued
and outstanding Common Stock, the Series A Preferred
Stock shall be subject to redemption as and for a sinking
fund as follows: on July 1, 1984 and on each July 1
thereafter (each such date being hereinafter referred to
as a "Series A Sinking Fund Redemption Date"), for so
long as any shares of the Series A Preferred Stock shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 120,000 shares of the
Series A Preferred Stock (or the number of shares then
outstanding if less than 120,000) at the sinking fund
redemption price of $25 per share plus, as to each share
so redeemed, an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date of
redemption (the obligation of the Corporation so to
redeem the shares of the Series A Preferred Stock being
hereinafter referred to as the "Series A Sinking Fund
Obligation"); the Series A Sinking Fund Obligation shall
be cumulative; if on any Series A Sinking Fund Redemption
Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number
of shares required to be redeemed on that date, the
Series A Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series A Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series A Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series A Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series A
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series A Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series A
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series A Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 120,000 additional shares of the Series A
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series A Sinking Fund
Obligation on any Series A Sinking Fund Redemption Date
any shares of the Series A Preferred Stock (including
shares of the Series A Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series A Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series B
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on October 1, 1984 and on each
October 1 thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
80,000 shares of the Series B Preferred Stock (or the
number of shares then outstanding if less than 80,000) at
the sinking fund redemption price of $25 per share plus,
as to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so
to redeem the shares of the Series B Preferred Stock
being hereinafter referred to as the "Series B Sinking
Fund Obligation"); the Series B Sinking Fund Obligation
shall be cumulative; if on any Series B Sinking Fund
Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date,
the Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series B Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series B Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series B
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series B Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series B
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series B Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 80,000 additional shares of the Series B Pre
ferred Stock; the Corporation shall be entitled, at its
election, to credit against its Series B Sinking Fund
Obligation on any Series B Sinking Fund Redemption Date
any shares of the Series B Preferred Stock (including
shares of the Series B Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series B Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series C
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on November 1, 1985 and on
each November 1 thereafter (each such date being
hereinafter referred to as a "Series C Sinking Fund
Redemption Date"), for so long as any shares of the
Series C Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 60,000 shares of the Series C Preferred Stock
(or the number of shares then outstanding if less than
60,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series C Preferred Stock being hereinafter referred
to as the "Series C Sinking Fund Obligation"); the Series
C Sinking Fund Obligation shall be cumulative; if on any
Series C Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series C Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series C Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series C Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series C Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series C Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series C Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series C Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date at the aforesaid sinking fund redemption
price, up to 60,000 additional shares of the Series C
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series C Sinking Fund
Obligation on any Series C Sinking Fund Redemption Date
any shares of the Series C Preferred Stock (including
shares of the Series C Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series C Sinking Fund
Obligation.
The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
So long as any of the Second through Twelfth Series
Preferred Stock or any of the Series A, Series B or
Series C Preferred Stock remains outstanding, or there
remains outstanding any additional series of Preferred
Stock with respect to which the resolution or resolutions
of the Board of Directors of the Corporation providing
for same makes this sentence applicable, at any time when
the aggregate of all amounts credited subsequent to
January 1, 1953 to the depreciation reserve account of
the Corporation and Louisiana Power & Light Company, a
Florida corporation, through charges to operating revenue
deductions or otherwise on the books of the Corporation
and Louisiana Power & Light Company, a Florida
corporation (other than transfers out of the balance of
surplus as of December 31, 1952), shall be less than the
amount computed as provided in clause (aa) below, under
requirements contained in the Corporation's mortgage
indentures, then for the purposes of subparagraphs (a)
and (b) above, in determining the earnings available for
Common Stock dividends during any twelve-month period,
the amount to be provided for depreciation in that period
shall be (aa) the greater of the cumulative amount
charged to depreciation expense on the books of the
Corporation and Louisiana Power & Light Company, a
Florida corporation, or the cumulative amount computed
under requirements contained in the Corporation's
mortgage indentures relating to minimum depreciation
provisions (the latter cumulative amount being the
aggregate of the largest amounts separately computed for
entire periods of differing coexisting mortgage indenture
requirements) for the period from January 1, 1953 to and
including said twelve-month period, less (bb) the greater
of the cumulative amount charged to depreciation expense
on the books of the Corporation and Louisiana Power &
Light Company, a Florida corporation, or the cumulative
amount computed under requirements contained in the
Corporation's mortgage indentures relating to minimum
depreciation provisions (the latter cumulative amount
being the aggregate of the largest amounts separately
computed for entire periods of differing coexisting
mortgage indenture requirements) from January 1, 1953 up
to but excluding said twelve-month period; provided that
in the event any company other than Louisiana Power &
Light Company, a Florida corporation, is merged into the
Corporation, the "cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions"
referred to above shall be computed without regard, for
the period prior to the merger, of property acquired in
the merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation and
Louisiana Power & Light Company, a Florida corporation",
shall be exclusive of amounts provided for such property
prior to the merger.
The Restated Articles of Incorporation of the said
Louisiana Power & Light Company were amended as aforesaid by
its Board of Directors as provided in Section 33 of Title 12
of the Louisiana Revised Statutes of 1950, as amended, and
pursuant to the authority granted in and by said Restated
Articles of Incorporation and the laws of the State of
Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation of said Louisiana
Power & Light Company were not amended in any other respect
than as set forth hereinabove, and all of the provisions of
said Restated Articles of Incorporation, as amended as
hereinabove set forth, relating in any way to the shares of
stock of said Louisiana Power & Light Company are incorporated
and stated in these Articles of Amendment by reference.
These Articles of Amendment are executed on and dated the
28th day of October, 1980.
Louisiana Power & Light Company
By: /s/ J. M. Wyatt
J. M. Wyatt, President
By: /s/ W. H. Talbot
W. H. Talbot, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared J. M. WYATT and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ J. M. Wyatt
J. M. Wyatt, President
Louisiana Power & Light Company
/s/ W. H. Talbot
W. H. Talbot, Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at New
Orleans, Louisiana, on this 28th day of
October, 1980.
_________________________________
Notary Public
My commission is issued for life.
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On May 12, l982 the Board of Directors of Louisiana Power
& Light Company, a corporation organized and existing under
the laws of the State of Louisiana, at a meeting of said Board
of Directors duly convened and held, with a quorum present and
acting throughout, by resolutions unanimously adopted, amended
Article 3 of the Restated Articles of Incorporation, as
amended, of said corporation as follows:
Sub-paragraph (ii) of paragraph (b) of Part I of
said Article 3 is amended to be and to read in its
entirety as follows:
(ii) Said 12,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), one
series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"); and one series
of $25 Preferred Stock shall consist of 2,000,000
shares of 14.72% Preferred Stock, Cumulative, $25
par value (hereinafter sometimes called "Series D
Preferred Stock"); and the remaining 4,800,000 of
said shares of $25 Preferred Stock may be divided
into and issued in additional series from time to
time, each such additional series to be provided for
and to be distinctively designated, and the issuance
of the shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(a) The number of shares to constitute
each such series and the distinctive
designation thereof;
(b) The annual rate or rates of dividends
payable on shares of such series and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh and Twelfth
Series Preferred Stock and the Series A, Series B,
Series C and Series D Preferred Stock, and, with
respect to each additional series of Preferred
Stock, the designation of the class thereof and the
different characteristics of clauses (a), (b), (c),
and (d) above shall be set forth in the resolution
or resolutions of the Board of Directors of the
Corporation providing for such series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but only
when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, in
preference to the Common Stock, to dividends at the rate
of 4.96% per annum on the First Series Preferred Stock,
at the rate of 4.16% per annum on the Second Series
Preferred Stock, at the rate of 4.44% per annum on the
Third Series Preferred Stock, at the rate of 5.16% per
annum on the Fourth Series Preferred Stock, at the rate
of 5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on the
Seventh Series Preferred Stock, at the rate of 7.84% per
annum on the Eighth Series Preferred Stock, at the rate
of 7.36% per annum on the Ninth Series Preferred Stock,
at the rate of 8.56% per annum on the Tenth Series
Preferred Stock, at the rate of 9.44% per annum on the
Eleventh Series Preferred Stock, at the rate of 11.48%
per annum on the Twelfth Series Preferred Stock, at the
rate of 10.72% per annum on the Series A Preferred Stock,
at the rate of 13.12% per annum on the Series B Preferred
Stock, at the rate of 15.20% per annum on the Series C
Preferred Stock, and at the rate of 14.72% per annum on
the Series D Preferred Stock, of the par value thereof,
and no more, and at such rate per annum on each
additional series as shall be fixed in and by the
resolution or resolutions of the Board of Directors of
the Corporation providing for the issuance of the shares
of such series, payable quarterly on February 1, May 1,
August 1 and November 1 of each year to stockholders of
record as of a date, not exceeding forty (40) days and
not less than ten (10) days preceding such dividend
payment dates, to be fixed by the Board of Directors,
such dividends to be cumulative from the last date to
which dividends upon the First through Tenth Series
Preferred Stock of Louisiana Power & Light Company, a
Florida corporation, are paid, with respect to the First
through Tenth Series Preferred Stock, from November 2,
1977 with respect to the Eleventh Series Preferred Stock,
from March 1, 1979 with respect to the Twelfth Series
Preferred Stock, from July 19, 1979 with respect to the
Series A Preferred Stock, from October 17, 1979 with
respect to the Series B Preferred Stock, from November 6,
1980 with respect to the Series C Preferred Stock, from
May 19, 1982 with respect to the Series D Preferred
Stock, and from such date with respect to each additional
series, if made cumulative in and by the resolution or
resolutions of the Board of Directors of the Corporation
providing for such series, as shall be fixed in and by
such resolution or resolutions, provided that, if such
resolution or resolutions so provide, the first dividend
payment date for any such additional series may be the
dividend payment date next succeeding the dividend
payment date immediately following the issuance of the
shares of such series.
The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
(G) Upon the affirmative vote of a majority of the
shares of the issued and outstanding Common Stock at any
annual meeting, or any special meeting called for that
purpose, the Corporation may at any time redeem all of
any series of the Preferred Stock or may from time to
time redeem any part thereof, by paying in cash, as to
the First Series Preferred Stock, a redemption price of
$104.25 per share, as to the Second Series Preferred
Stock, a redemption price of $104.21 per share, as to the
Third Series Preferred Stock, a redemption price of
$104.06 per share, as to the Fourth Series Preferred
Stock, a redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as to the
Seventh Series Preferred Stock, a redemption price of
$108.96 per share if redeemed on or prior to November 1,
1980, $106.58 per share if redeemed subsequent to
November 1, 1980 but on or prior to November 1, 1985, and
$104.20 per share if redeemed subsequent to November 1,
1985, as to the Eighth Series Preferred Stock, a
redemption price of $107.70 per share if redeemed on or
prior to April 1, l981, $105.74 per share if redeemed
subsequent to April 1, 1981 but on or prior to April 1,
1986, and $103.78 per share if redeemed subsequent to
April 1, 1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on or
prior to January 1, 1982, $105.20 per share if redeemed
subsequent to January 1, 1982 but on or prior to January
1, 1987, and $103.36 per share if redeemed subsequent to
January 1, 1987, as to the Tenth Series Preferred Stock,
a redemption price of $107.42 per share if redeemed on or
prior to March 1, 1984, $105.28 per share if redeemed
subsequent to March 1, 1984 but on or prior to March 1,
1989, and $103.14 per share if redeemed subsequent to
March 1, 1989, as to the Eleventh Series Preferred Stock,
a redemption price of $111.44 per share if redeemed on or
prior to November 1, 1982 (except that no share of the
Eleventh Series Preferred Stock shall be redeemed prior
to November 1, 1982 if such redemption is for the purpose
or in anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock, ranking prior to or on a parity with the
Eleventh Series Preferred Stock as to dividends or
assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has
an effective dividend cost to the Corporation (so
computed) of less than 9.4297% per annum), $109.08 per
share if redeemed subsequent to November 1, 1982 but on
or prior to November 1, 1987, $106.72 per share if
redeemed subsequent to November 1, 1987 but on or prior
to November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth Series
Preferred Stock, a redemption price of $113.98 per share
if redeemed on or prior to March 1, 1984 (except that no
share of the Twelfth Series Preferred Stock shall be
redeemed prior to March 1, 1984 if such redemption is for
the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a parity
with the Twelfth Series Preferred Stock as to dividends
or assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice) or such stock
has an effective dividend cost to the Corporation (so
computed) of less than 11.4560% per annum), $111.11 per
share if redeemed subsequent to March 1, 1984 but on or
prior to March 1, 1989, $108.24 per share if redeemed
subsequent to March 1, 1989 but on or prior to March 1,
1994, and $105.37 per share if redeemed subsequent to
March 1, 1994, as to the Series A Preferred Stock, a
redemption price of $27.68 per share if redeemed on or
prior to July 1, 1984 (except that no share of the Series
A Preferred Stock shall be redeemed prior to July 1, 1984
if such redemption is for the purpose or in anticipation
of refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or
through the use, directly or indirectly, of funds derived
through the issuance by the Corporation of stock ranking
prior to or on a parity with the Series A Preferred Stock
as to dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or
such stock has an effective dividend cost to the
Corporation (so computed) of less than 11.2705% per
annum), $27.01 per share if redeemed subsequent to July
1, 1984 but on or prior to July 1, 1989, $26.34 per share
if redeemed subsequent to July 1, 1989 but on or prior to
July 1, 1994, and $25.67 per share if redeemed subsequent
to July 1, 1994, as to the Series B Preferred Stock, a
redemption price of $28.28 per share if redeemed on or
prior to October 1, 1984 (except that no share of the
Series B Preferred Stock shall be redeemed prior to
October 1, 1984 if such redemption is for the purpose or
in anticipation of refunding such share through the use,
directly or indirectly. of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the Series
B Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than 14.6103% per annum), $27.46 per share if
redeemed subsequent to October 1, 1984 but on or prior to
October 1, 1989, $26.64 per share if redeemed subsequent
to October 1, 1989 but on or prior to October 1, 1994,
and $25.82 per share if redeemed subsequent to October 1,
1994, as to the Series C Preferred Stock, a redemption
price of $28.80 per share if redeemed on or prior to
November 1, 1985 (except that no share of the Series C
Preferred Stock shall be redeemed prior to November 1,
1985 if such redemption is for the purpose or in
anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the Series
C Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than 16.0616% per annum), $27.85 per share if
redeemed subsequent to November 1, 1985 but on or prior
to November 1, 1990, $26.90 per share if redeemed
subsequent to November 1, 1990 but on or prior to
November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, and as to the Series D
Preferred Stock, a redemption price of $28.68 per share
if redeemed on or prior to May 1, 1987 (except that no
share of the Series D Preferred Stock shall be redeemed
prior to May 1, 1987 if such redemption is for the
purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a parity
with the Series D Preferred Stock as to dividends or
assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has
an effective dividend cost to the Corporation (so
computed) of less than 15.4233% per annum), $27.76 per
share if redeemed subsequent to May 1, 1987 but on or
prior to May 1, 1992, $26.84 per share if redeemed
subsequent to May 1, 1992 but on or prior to May 1, 1997,
and $25.92 per share if redeemed subsequent to May 1,
1997, and as to each additional series such redemption
price or prices, with such restrictions or limitations,
if any, on redemption or refunding, as shall be fixed in
and by the resolution or resolutions of the Board of
Directors of the Corporation providing for such series;
plus, in each case where applicable, an amount equivalent
to the accumulated and unpaid dividends, if any, to the
date fixed for redemption; provided that without the vote
of the issued and outstanding Common Stock, the Series A
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on July 1, 1984 and on each
July 1 thereafter (each such date being hereinafter
referred to as a "Series A Sinking Fund Redemption
Date"), for so long as any shares of the Series A
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
120,000 shares of the Series A Preferred Stock (or the
number of shares then outstanding if less than 120,000)
at the sinking fund redemption price of $25 per share
plus, as to each share so redeemed, an amount equivalent
to the accumulated and unpaid dividends thereon, if any,
to the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series A
Preferred Stock being hereinafter referred to as the
"Series A Sinking Fund Obligation"); the Series A Sinking
Fund Obligation shall be cumulative; if on any Series A
Sinking Fund Redemption Date, the Corporation shall not
have funds legally available therefor sufficient to
redeem the full number of shares required to be redeemed
on that date, the Series A Sinking Fund Obligation with
respect to the shares not redeemed shall carry forward to
each successive Series A Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever on
any Series A Sinking Fund Redemption Date, the funds of
the Corporation legally available for the satisfaction of
the Series A Sinking Fund Obligation and all other
sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking
on a parity as to dividends or assets with the Series A
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series A Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series A
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series A Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 120,000 additional shares of the Series A
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series A Sinking Fund
Obligation on any Series A Sinking Fund Redemption Date
any shares of the Series A Preferred Stock (including
shares of the Series A Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series A Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series B
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on October 1, 1984 and on each
October 1 thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
80,000 shares of the Series B Preferred Stock (or the
number of shares then outstanding if less than 80,000) at
the sinking fund redemption price of $25 per share plus,
as to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so
to redeem the shares of the Series B Preferred Stock
being hereinafter referred to as the "Series B Sinking
Fund Obligation"); the Series B Sinking Fund Obligation
shall be cumulative; if on any Series B Sinking Fund
Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date,
the Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series B Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series B Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series B
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series B Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series B
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series B Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 80,000 additional shares of the Series B Pre
ferred Stock; the Corporation shall be entitled, at its
election, to credit against its Series B Sinking Fund
Obligation on any Series B Sinking Fund Redemption Date
any shares of the Series B Preferred Stock (including
shares of the Series B Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series B Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series C
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on November 1, 1985 and on
each November 1 thereafter (each such date being
hereinafter referred to as a "Series C Sinking Fund
Redemption Date"), for so long as any shares of the
Series C Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 60,000 shares of the Series C Preferred Stock
(or the number of shares then outstanding if less than
60,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series C Preferred Stock being hereinafter referred
to as the "Series C Sinking Fund Obligation"); the Series
C Sinking Fund Obligation shall be cumulative; if on any
Series C Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series C Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series C Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series C Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series C Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series C Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series C Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series C Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date at the aforesaid sinking fund redemption
price, up to 60,000 additional shares of the Series C
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series C Sinking Fund
Obligation on any Series C Sinking Fund Redemption Date
any shares of the Series C Preferred Stock (including
shares of the Series C Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series C Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series D
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on May 1, 1987 and on each May
1 thereafter (each such date being hereinafter referred
to as a "Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 100,000 shares of the
Series D Preferred Stock (or the number of shares then
outstanding if less than 100,000) at the sinking fund
redemption price of $25 per share plus, as to each share
so redeemed, an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date of
redemption (the obligation of the Corporation so to
redeem the shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking Fund
Obligation"); the Series D Sinking Fund Obligation shall
be cumulative; if on any Series D Sinking Fund Redemption
Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number
of shares required to be redeemed on that date, the
Series D Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series D Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series D Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series D Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series D Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series D
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series D Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorized of
the Board of Directors, on each Series D Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 100,000 additional shares of the Series D
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series D Sinking Fund
Obligation on any Series D Sinking Fund Redemption Date
any shares of the Series D Preferred Stock (including
shares of the Series D Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series D Sinking Fund
Obligation.
The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
So long as any of the Second through Twelfth Series
Preferred Stock or any of the Series A, Series B, Series
C or Series D Preferred Stock remains outstanding, or
there remains outstanding any additional series of
Preferred Stock with respect to which the resolution or
resolutions of the Board of Directors of the Corporation
providing for same makes this sentence applicable, at any
time when the aggregate of all amounts credited
subsequent to January 1, 1953 to the depreciation reserve
account of the Corporation and Louisiana Power & Light
Company, a Florida corporation, through charges to
operating revenue deductions or otherwise on the books of
the Corporation and Louisiana Power & Light Company, a
Florida corporation (other than transfers out of the
balance of surplus as of December 31, 1952), shall be
less than the amount computed as provided in clause (aa)
below, under requirements contained in the Corporation's
mortgage indentures, then for the purposes of
subparagraphs (a) and (b) above, in determining the
earnings available for Common Stock dividends during any
twelve-month period, the amount to be provided for
depreciation in that period shall be (aa) the greater of
the cumulative amount charged to depreciation expense on
the books of the Corporation and Louisiana Power & Light
Company, a Florida corporation, or the cumulative amount
computed under requirements contained in the
Corporation's mortgage indentures relating to minimum
depreciation provisions (the latter cumulative amount
being the aggregate of the largest amounts separately
computed for entire periods of differing coexisting
mortgage indenture requirements) for the period from
January 1, 1953 to and including said twelve-month
period, less (bb) the greater of the cumulative amount
charged to depreciation expense on the books of the
Corporation and Louisiana Power & Light Company, a
Florida corporation, or the cumulative amount computed
under requirements contained in the Corporation's
mortgage indentures relating to minimum depreciation
provisions (the latter cumulative amount being the
aggregate of the largest amounts separately computed for
entire periods of differing coexisting mortgage indenture
requirements) from January 1, 1953 up to but excluding
said twelve-month period; provided that in the event any
company other than Louisiana Power & Light Company, a
Florida corporation, is merged into the Corporation, the
"cumulative amount computed under requirements contained
in the Corporation's mortgage indentures relating to
minimum depreciation provisions" referred to above shall
be computed without regard, for the period prior to the
merger, of property acquired in the merger, and the
"cumulative amount charged to depreciation expense on the
books of the Corporation and Louisiana Power & Light
Company, a Florida corporation", shall be exclusive of
amounts provided for such property prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
12th day of May, 1982.
Louisiana Power & Light Company
By: /s/ J. M. Wyatt
J. M. Wyatt, President
By: /s/ W. H. Talbot
W. H. Talbot, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared J. M. WYATT and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ J. M. Wyatt
J. M. Wyatt, President
Louisiana Power & Light Company
/s/ W. H. Talbot
W. H. Talbot, Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at New
Orleans, Louisiana, on this 12th day of
May, 1982.
/s/ Melvin I. Schwartzman
Notary Public
My commission is issued for life.
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On February 16, 1983 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:
Sub-paragraph (ii) of paragraph (b) of Part I of
said Article 3 is amended to be and to read in its
entirety as follows:
(ii) Said 12,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), one
series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"), one series of
$25 Preferred Stock shall consist of 2,000,000
shares of 14.72% Preferred Stock, Cumulative, $25
par value (hereinafter sometimes called "Series D
Preferred Stock"), and one series of $25 Preferred
Stock shall consist of 3,000,000 shares of 12.64%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series E Preferred
Stock"); and the remaining 1,800,000 of said shares
of $25 Preferred Stock may be divided into and
issued in additional series from time to time, each
such additional series to be provided for and to be
distinctively designated, and the issuance of the
shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(a) The number of shares to constitute
each such series and the distinctive
designation thereof;
(b) The annual rate or rates of dividends
payable on shares of such series and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh and Twelfth
Series Preferred Stock and the Series A, Series B,
Series C, Series D and Series E Preferred Stock,
and, with respect to each additional series of
Preferred Stock, the designation of the class
thereof and the different characteristics of clauses
(a), (b), (c), and (d) above shall be set forth in
the resolution or resolutions of the Board of
Directors of the Corporation providing for such
series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but only
when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, in
preference to the Common Stock, to dividends at the rate
of 4.96% per annum on the First Series Preferred Stock,
at the rate of 4.16% per annum on the Second Series
Preferred Stock, at the rate of 4.44% per annum on the
Third Series Preferred Stock, at the rate of 5.16% per
annum on the Fourth Series Preferred Stock, at the rate
of 5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on the
Seventh Series Preferred Stock, at the rate of 7.84% per
annum on the Eighth Series Preferred Stock, at the rate
of 7.36% per annum on the Ninth Series Preferred Stock,
at the rate of 8.56% per annum on the Tenth Series
Preferred Stock, at the rate of 9.44% per annum on the
Eleventh Series Preferred Stock, at the rate of 11.48%
per annum on the Twelfth Series Preferred Stock, at the
rate of 10.72% per annum on the Series A Preferred Stock,
at the rate of 13.12% per annum on the Series B Preferred
Stock, at the rate of 15.20% per annum on the Series C
Preferred Stock, at the rate of 14.72% per annum on the
Series D Preferred Stock, and at the rate of 12.64% per
annum on the Series E Preferred Stock, of the par value
thereof, and no more, and at such rate per annum on each
additional series as shall be fixed in and by the
resolution or resolutions of the Board of Directors of
the Corporation providing for the issuance of the shares
of such series, payable quarterly on February 1, May 1,
August 1 and November 1 of each year to stockholders of
record as of a date, not exceeding forty (40) days and
not less than ten (10) days preceding such dividend
payment dates, to be fixed by the Board of Directors,
such dividends to be cumulative from the last date to
which dividends upon the First through Tenth Series
Preferred Stock of Louisiana Power & Light Company, a
Florida corporation, are paid, with respect to the First
through Tenth Series Preferred Stock, from November 2,
1977 with respect to the Eleventh Series Preferred Stock,
from March 1, 1979 with respect to the Twelfth Series
Preferred Stock, from July 19, 1979 with respect to the
Series A Preferred Stock, from October 17, 1979 with
respect to the Series B Preferred Stock, from November 6,
1980 with respect to the Series C Preferred Stock, from
May 19, 1982 with respect to the Series D Preferred
Stock, from February 24, 1983 with respect to the Series
E Preferred Stock, and from such date with respect to
each additional series, if made cumulative in and by the
resolution or resolutions of the Board of Directors of
the Corporation providing for such series, as shall be
fixed in and by such resolution or resolutions, provided
that, if such resolution or resolutions so provide, the
first dividend payment date for any such additional
series may be the dividend payment date next succeeding
the dividend payment date immediately following the
issuance of the shares of such series.
The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
(G) Upon the affirmative vote of a majority of the
shares of the issued and outstanding Common Stock at any
annual meeting, or any special meeting called for that
purpose, the Corporation may at any time redeem all of
any series of the Preferred Stock or may from time to
time redeem any part thereof, by paying in cash, as to
the First Series Preferred Stock, a redemption price of
$104.25 per share, as to the Second Series Preferred
Stock, a redemption price of $104.21 per share, as to the
Third Series Preferred Stock, a redemption price of
$104.06 per share, as to the Fourth Series Preferred
Stock, a redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as to the
Seventh Series Preferred Stock, a redemption price of
$108.96 per share if redeemed on or prior to November 1,
1980, $106.58 per share if redeemed subsequent to
November 1, 1980 but on or prior to November 1, 1985, and
$104.20 per share if redeemed subsequent to November 1,
1985, as to the Eighth Series Preferred Stock, a
redemption price of $107.70 per share if redeemed on or
prior to April 1, l981, $105.74 per share if redeemed
subsequent to April 1, 1981 but on or prior to April 1,
1986, and $103.78 per share if redeemed subsequent to
April 1, 1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on or
prior to January 1, 1982, $105.20 per share if redeemed
subsequent to January 1, 1982 but on or prior to January
1, 1987, and $103.36 per share if redeemed subsequent to
January 1, 1987, as to the Tenth Series Preferred Stock,
a redemption price of $107.42 per share if redeemed on or
prior to March 1, 1984, $105.28 per share if redeemed
subsequent to March 1, 1984 but on or prior to March 1,
1989, and $103.14 per share if redeemed subsequent to
March 1, 1989, as to the Eleventh Series Preferred Stock,
a redemption price of $111.44 per share if redeemed on or
prior to November 1, 1982 (except that no share of the
Eleventh Series Preferred Stock shall be redeemed prior
to November 1, 1982 if such redemption is for the purpose
or in anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock, ranking prior to or on a parity with the
Eleventh Series Preferred Stock as to dividends or
assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has
an effective dividend cost to the Corporation (so
computed) of less than 9.4297% per annum), $109.08 per
share if redeemed subsequent to November 1, 1982 but on
or prior to November 1, 1987, $106.72 per share if
redeemed subsequent to November 1, 1987 but on or prior
to November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth Series
Preferred Stock, a redemption price of $113.98 per share
if redeemed on or prior to March 1, 1984 (except that no
share of the Twelfth Series Preferred Stock shall be
redeemed prior to March 1, 1984 if such redemption is for
the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a parity
with the Twelfth Series Preferred Stock as to dividends
or assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice) or such stock
has an effective dividend cost to the Corporation (so
computed) of less than 11.4560% per annum), $111.11 per
share if redeemed subsequent to March 1, 1984 but on or
prior to March 1, 1989, $108.24 per share if redeemed
subsequent to March 1, 1989 but on or prior to March 1,
1994, and $105.37 per share if redeemed subsequent to
March 1, 1994, as to the Series A Preferred Stock, a
redemption price of $27.68 per share if redeemed on or
prior to July 1, 1984 (except that no share of the Series
A Preferred Stock shall be redeemed prior to July 1, 1984
if such redemption is for the purpose or in anticipation
of refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or
through the use, directly or indirectly, of funds derived
through the issuance by the Corporation of stock ranking
prior to or on a parity with the Series A Preferred Stock
as to dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or
such stock has an effective dividend cost to the
Corporation (so computed) of less than 11.2705% per
annum), $27.01 per share if redeemed subsequent to July
1, 1984 but on or prior to July 1, 1989, $26.34 per share
if redeemed subsequent to July 1, 1989 but on or prior to
July 1, 1994, and $25.67 per share if redeemed subsequent
to July 1, 1994, as to the Series B Preferred Stock, a
redemption price of $28.28 per share if redeemed on or
prior to October 1, 1984 (except that no share of the
Series B Preferred Stock shall be redeemed prior to
October 1, 1984 if such redemption is for the purpose or
in anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the Series
B Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than 14.6103% per annum), $27.46 per share if
redeemed subsequent to October 1, 1984 but on or prior to
October 1, 1989, $26.64 per share if redeemed subsequent
to October 1, 1989 but on or prior to October 1, 1994,
and $25.82 per share if redeemed subsequent to October 1,
1994, as to the Series C Preferred Stock, a redemption
price of $28.80 per share if redeemed on or prior to
November 1, 1985 (except that no share of the Series C
Preferred Stock shall be redeemed prior to November 1,
1985 if such redemption is for the purpose or in
anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the Series
C Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than 16.0616% per annum), $27.85 per share if
redeemed subsequent to November 1, 1985 but on or prior
to November 1, 1990, $26.90 per share if redeemed
subsequent to November 1, 1990 but on or prior to
November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, and as to the Series D
Preferred Stock, a redemption price of $28.68 per share
if redeemed on or prior to May 1, 1987 (except that no
share of the Series D Preferred Stock shall be redeemed
prior to May 1, 1987 if such redemption is for the
purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a parity
with the Series D Preferred Stock as to dividends or
assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has
an effective dividend cost to the Corporation (so
computed) of less than 15.4233% per annum), $27.76 per
share if redeemed subsequent to May 1, 1987 but on or
prior to May 1, 1992, $26.84 per share if redeemed
subsequent to May 1, 1992 but on or prior to May 1, 1997,
and $25.92 per share if redeemed subsequent to May 1,
1997, and as to the Series E Preferred Stock, a
redemption price of $28.16 per share if redeemed on or
prior to February 1, 1988 (except that no share of the
Series E Preferred Stock shall be redeemed prior to
February 1, 1988 if such redemption is for the purpose or
in anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the Series
E Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than 13.1942% per annum), $27.37 per share if
redeemed subsequent to February 1, 1988 but on or prior
to February 1, 1993, $26.58 per share if redeemed
subsequent to February 1, 1993 but on or prior to
February 1, 1998, and $25.79 per share if redeemed
subsequent to February 1, 1998, and as to each additional
series such redemption price or prices, with such
restrictions or limitations, if any, on redemption or
refunding, as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the Corporation
providing for such series; plus, in each case where
applicable, an amount equivalent to the accumulated and
unpaid dividends, if any, to the date fixed for
redemption; provided that without the vote of the issued
and outstanding Common Stock, the Series A Preferred
Stock shall be subject to redemption as and for a sinking
fund as follows: on July 1, 1984 and on each July 1
thereafter (each such date being hereinafter referred to
as a "Series A Sinking Fund Redemption Date"), for so
long as any shares of the Series A Preferred Stock shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 120,000 shares of the
Series A Preferred Stock (or the number of shares then
outstanding if less than 120,000) at the sinking fund
redemption price of $25 per share plus, as to each share
so redeemed, an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date of
redemption (the obligation of the Corporation so to
redeem the shares of the Series A Preferred Stock being
hereinafter referred to as the "Series A Sinking Fund
Obligation"); the Series A Sinking Fund Obligation shall
be cumulative; if on any Series A Sinking Fund Redemption
Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number
of shares required to be redeemed on that date, the
Series A Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series A Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series A Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series A Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series A
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series A Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series A
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series A Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 120,000 additional shares of the Series A
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series A Sinking Fund
Obligation on any Series A Sinking Fund Redemption Date
any shares of the Series A Preferred Stock (including
shares of the Series A Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series A Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series B
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on October 1, 1984 and on each
October 1 thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
80,000 shares of the Series B Preferred Stock (or the
number of shares then outstanding if less than 80,000) at
the sinking fund redemption price of $25 per share plus,
as to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so
to redeem the shares of the Series B Preferred Stock
being hereinafter referred to as the "Series B Sinking
Fund Obligation"); the Series B Sinking Fund Obligation
shall be cumulative; if on any Series B Sinking Fund
Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date,
the Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series B Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series B Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series B
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series B Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series B
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series B Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 80,000 additional shares of the Series B Pre
ferred Stock; the Corporation shall be entitled, at its
election, to credit against its Series B Sinking Fund
Obligation on any Series B Sinking Fund Redemption Date
any shares of the Series B Preferred Stock (including
shares of the Series B Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series B Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series C
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on November 1, 1985 and on
each November 1 thereafter (each such date being
hereinafter referred to as a "Series C Sinking Fund
Redemption Date"), for so long as any shares of the
Series C Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 60,000 shares of the Series C Preferred Stock
(or the number of shares then outstanding if less than
60,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series C Preferred Stock being hereinafter referred
to as the "Series C Sinking Fund Obligation"); the Series
C Sinking Fund Obligation shall be cumulative; if on any
Series C Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series C Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series C Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series C Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series C Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series C Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series C Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series C Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date at the aforesaid sinking fund redemption
price, up to 60,000 additional shares of the Series C
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series C Sinking Fund
Obligation on any Series C Sinking Fund Redemption Date
any shares of the Series C Preferred Stock (including
shares of the Series C Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series C Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series D
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on May 1, 1987 and on each May
1 thereafter (each such date being hereinafter referred
to as a "Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 100,000 shares of the
Series D Preferred Stock (or the number of shares then
outstanding if less than 100,000) at the sinking fund
redemption price of $25 per share plus, as to each share
so redeemed, an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date of
redemption (the obligation of the Corporation so to
redeem the shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking Fund
Obligation"); the Series D Sinking Fund Obligation shall
be cumulative; if on any Series D Sinking Fund Redemption
Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number
of shares required to be redeemed on that date, the
Series D Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series D Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series D Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series D Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series D Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series D
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series D Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorized of
the Board of Directors, on each Series D Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 100,000 additional shares of the Series D
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series D Sinking Fund
Obligation on any Series D Sinking Fund Redemption Date
any shares of the Series D Preferred Stock (including
shares of the Series D Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series D Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series E
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on February 1, 1988 and on
each February 1 thereafter (each such date being
hereinafter referred to as a "Series E Sinking Fund
Redemption Date"), for so long as any shares of the
Series E Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 150,000 shares of the Series E Preferred Stock
(or the number of shares then outstanding if less than
150,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series E Preferred Stock being hereinafter referred
to as the "Series E Sinking Fund Obligation"); the Series
E Sinking Fund Obligation shall be cumulative; if on any
Series E Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series E Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series E Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series E Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series E Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series E Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series E Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series E Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series E Sinking Fund Obligation, the
Corporation shall have the option, which shall be non-
cumulative, to redeem, upon authorized of the Board of
Directors, on each Series E Sinking Fund Redemption Date,
at the aforesaid sinking fund redemption price, up to
150,000 additional shares of the Series E Preferred
Stock; the Corporation shall be entitled, at its
election, to credit against its Series E Sinking Fund
Obligation on any Series E Sinking Fund Redemption Date
any shares of the Series E Preferred Stock (including
shares of the Series E Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series E
Preferred Stock redeemed pursuant to the Series E Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series E Sinking Fund
Obligation.
The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
So long as any of the Second through Twelfth Series
Preferred Stock or any of the Series A, Series B, Series
C, Series D or Series E Preferred Stock remains
outstanding, or there remains outstanding any additional
series of Preferred Stock with respect to which the
resolution or resolutions of the Board of Directors of
the Corporation providing for same makes this sentence
applicable, at any time when the aggregate of all amounts
credited subsequent to January 1, 1953 to the
depreciation reserve account of the Corporation and
Louisiana Power & Light Company, a Florida corporation,
through charges to operating revenue deductions or
otherwise on the books of the Corporation and Louisiana
Power & Light Company, a Florida corporation (other than
transfers out of the balance of surplus as of December
31, 1952), shall be less than the amount computed as
provided in clause (aa) below, under requirements
contained in the Corporation's mortgage indentures, then
for the purposes of subparagraphs (a) and (b) above, in
determining the earnings available for Common Stock
dividends during any twelve-month period, the amount to
be provided for depreciation in that period shall be (aa)
the greater of the cumulative amount charged to
depreciation expense on the books of the Corporation and
Louisiana Power & Light Company, a Florida corporation,
or the cumulative amount computed under requirements
contained in the Corporation's mortgage indentures
relating to minimum depreciation provisions (the latter
cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of
differing coexisting mortgage indenture requirements) for
the period from January 1, 1953 to and including said
twelve-month period, less (bb) the greater of the
cumulative amount charged to depreciation expense on the
books of the Corporation and Louisiana Power & Light
Company, a Florida corporation, or the cumulative amount
computed under requirements contained in the
Corporation's mortgage indentures relating to minimum
depreciation provisions (the latter cumulative amount
being the aggregate of the largest amounts separately
computed for entire periods of differing coexisting
mortgage indenture requirements) from January 1, 1953 up
to but excluding said twelve-month period; provided that
in the event any company other than Louisiana Power &
Light Company, a Florida corporation, is merged into the
Corporation, the "cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions"
referred to above shall be computed without regard, for
the period prior to the merger, of property acquired in
the merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation and
Louisiana Power & Light Company, a Florida corporation",
shall be exclusive of amounts provided for such property
prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
16th day of February, 1983.
Louisiana Power & Light Company
By: /s/ James M. Cain
James M. Cain, President
By: /s/ W. H. Talbot
W. H. Talbot, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared JAMES M. CAIN and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
Louisiana Power & Light Company
/s/ W. H. Talbot
W. H. Talbot, Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at New
Orleans, Louisiana, on this 16th day of
February, 1983.
/s/ Melvin I. Schwartzman
Notary Public
My commission is issued for life.
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED,
of
LOUISIANA POWER & LIGHT COMPANY
On June 7, 1984, the shareholders of Louisiana Power &
Light Company, a corporation organized and existing under the
laws of the State of Louisiana, by a resolution unanimously
adopted by all of the shareholders of said corporation
entitled to vote on the matter, amended paragraph (b) of Part
I of Article 3 of the Restated Articles of Incorporation, as
amended, of said corporation to be and to read in its entirety
as follows:
(b) 4,500,000 shares of preferred stock having a par
value of $100 per share, which shall all be of one class
(hereinafter called the "$100 Preferred Stock"), and
22,000,000 shares of preferred stock having a par value
of $25 per share, which shall all be of one class
(hereinafter called the "$25 Preferred Stock"), which
said two classes of preferred stock are hereinafter
together referred to as the "Preferred Stock", and, for
certain purposes and to such extent as are hereinafter
set forth, are treated or referred to together as a
single class of stock; and further with respect to the
Preferred Stock:
(i) Said 4,500,000 shares of $100 Preferred
Stock shall be issuable in one or more series from
time to time; 1,455,000 of said shares of $100
Preferred Stock shall be divided into twelve series,
one of which shall consist of 60,000 shares of 4.96%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "First Series
Preferred Stock"), one of which shall consist of
70,000 shares of 4.16% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Second
Series Preferred Stock"), one of which shall consist
of 70,000 shares of 4.44% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Third Series Preferred Stock"), one of which
shall consist of 75,000 shares of 5.16% Preferred
Stock, Cumulative, $100 par value (hereinafter
sometimes called "Fourth Series Preferred Stock"),
one of which shall consist of 80,000 shares of 5.40%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Fifth Series
Preferred Stock"), one of which shall consist of
80,000 shares of 6.44% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Sixth
Series Preferred Stock"), one of which shall consist
of 70,000 shares of 9.52% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Seventh Series Preferred Stock"), one of
which shall consist of 100,000 shares of 7.84%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Eighth Series
Preferred Stock"), one of which shall consist of
100,000 shares of 7.36% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Ninth
Series Preferred Stock"), one of which shall consist
of 100,000 shares of 8.56% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Tenth Series Preferred Stock"), one of which
shall consist of 300,000 shares of 9.44% Preferred
Stock, Cumulative, $100 par value (hereinafter
sometimes called "Eleventh Series Preferred Stock"),
and one of which shall consist of 350,000 shares of
11.48% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Twelfth Series
Preferred Stock"); and the remaining 3,045,000 of
said shares of $100 Preferred Stock may be divided
into and issued in additional series from time to
time, each such additional series to be provided for
and to be distinctively designated, and the issuance
of the shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
(ii) Said 22,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), one
series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"), one series of
$25 Preferred Stock shall consist of 2,000,000
shares of 14.72% Preferred Stock, Cumulative, $25
par value (hereinafter sometimes called "Series D
Preferred Stock"), and one series of $25 Preferred
Stock shall consist of 3,000,000 shares of 12.64%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series E Preferred
Stock"); and the remaining 11,800,000 of said shares
of $25 Preferred Stock may be divided into and
issued in additional series from time to time, each
such additional series to be provided for and to be
distinctively designated, and the issuance of the
shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended by its
shareholders as aforesaid by the Unanimous Written Consent to
such corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on
June 1 , 1984, in accordance with and pursuant to the
authority granted in and by the laws of the State of Louisiana
and particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been signed
and executed on the date aforesaid by Middle South Utilities,
Inc., which was then and is now the sole owner and shareholder
of record of 115,141,200 shares of the Common Stock of the
said Louisiana Power & Light Company, said 115,141,200 shares
being all of the outstanding Common Stock of the said
Louisiana Power & Light Company and said Common Stock having
all of the voting power and being all of the capital stock of
the said Louisiana Power & Light Company entitled to vote on
the foregoing amendment to its Restated Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of, authorized,
consented to, approved and constituted as the corporate action
of the said Louisiana Power & Light Company, the amendment of
its Restated Articles of Incorporation, as amended, as
hereinabove set forth.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
heretofore amended and as amended as hereinabove set forth,
relating in any way to the shares of stock of said Louisiana
Power & Light Company are incorporated and stated in these
Articles of Amendment by reference. These Articles of
Amendment are executed on and dated the 7th day of June, 1984.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ James M. Cain
James M. Cain, President
By: /s/ W. H. Talbot
W. H. Talbot, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally came and
appeared JAMES M. CAIN and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President,
Louisiana Power & Light Company
/s/ W. H. Talbot
W. H. Talbot, Secretary,
Louisiana Power & Light Company
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 7th day
of June, 1984.
/s/ Melvin I. Schwartzman
Notary Public
My commission is issued for life.
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On August 9, 1984 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:
Sub-paragraph (ii) of paragraph (b) of Part I of
said Article 3 is amended to be and to read in its
entirety as follows:
(ii) Said 22,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), one
series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"), one series of
$25 Preferred Stock shall consist of 2,000,000
shares of 14.72% Preferred Stock, Cumulative, $25
par value (hereinafter sometimes called "Series D
Preferred Stock"), and one series of $25 Preferred
Stock shall consist of 3,000,000 shares of 12.64%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series E Preferred
Stock"), and one series of $25 Preferred Stock shall
consist of 2,000,000 shares of 19.20% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series F Preferred Stock"); and
the remaining 9,800,000 of said shares of $25
Preferred Stock may be divided into and issued in
additional series from time to time, each such
additional series to be provided for and to be
distinctively designated, and the issuance of the
shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(a) The number of shares to constitute
each such series and the distinctive
designation thereof;
(b) The annual rate or rates of dividends
payable on shares of such series and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh and Twelfth
Series Preferred Stock and the Series A, Series B,
Series C, Series D, Series E, and Series F Preferred
Stock, and, with respect to each additional series
of Preferred Stock, the designation of the class
thereof and the different characteristics of clauses
(a), (b), (c), and (d) above shall be set forth in
the resolution or resolutions of the Board of
Directors of the Corporation providing for such
series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but only
when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, in
preference to the Common Stock, to dividends at the rate
of 4.96% per annum on the First Series Preferred Stock,
at the rate of 4.16% per annum on the Second Series
Preferred Stock, at the rate of 4.44% per annum on the
Third Series Preferred Stock, at the rate of 5.16% per
annum on the Fourth Series Preferred Stock, at the rate
of 5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on the
Seventh Series Preferred Stock, at the rate of 7.84% per
annum on the Eighth Series Preferred Stock, at the rate
of 7.36% per annum on the Ninth Series Preferred Stock,
at the rate of 8.56% per annum on the Tenth Series
Preferred Stock, at the rate of 9.44% per annum on the
Eleventh Series Preferred Stock, at the rate of 11.48%
per annum on the Twelfth Series Preferred Stock, at the
rate of 10.72% per annum on the Series A Preferred Stock,
at the rate of 13.12% per annum on the Series B Preferred
Stock, at the rate of 15.20% per annum on the Series C
Preferred Stock, at the rate of 14.72% per annum on the
Series D Preferred Stock, at the rate of 12.64% per annum
on the Series E Preferred Stock, and at the rate of
19.20% per annum on the Series F Preferred Stock, of the
par value thereof, and no more, and at such rate per
annum on each additional series as shall be fixed in and
by the resolution or resolutions of the Board of
Directors of the Corporation providing for the issuance
of the shares of such series, payable quarterly on
February 1, May 1, August 1 and November 1 of each year
to stockholders of record as of a date, not exceeding
forty (40) days and not less than ten (10) days preceding
such dividend payment dates, to be fixed by the Board of
Directors, such dividends to be cumulative from the last
date to which dividends upon the First through Tenth
Series Preferred Stock of Louisiana Power & Light
Company, a Florida corporation, are paid, with respect to
the First through Tenth Series Preferred Stock, from
November 2, 1977 with respect to the Eleventh Series
Preferred Stock, from March 1, 1979 with respect to the
Twelfth Series Preferred Stock, from July 19, 1979 with
respect to the Series A Preferred Stock, from October 17,
1979 with respect to the Series B Preferred Stock, from
November 6, 1980 with respect to the Series C Preferred
Stock, from May 19, 1982 with respect to the Series D
Preferred Stock, from February 24, 1983 with respect to
the Series E Preferred Stock, from August 17, 1984 with
respect to the Series F Preferred Stock, and from such
date with respect to each additional series, if made
cumulative in and by the resolution or resolutions of the
Board of Directors of the Corporation providing for such
series, as shall be fixed in and by such resolution or
resolutions, provided that, if such resolution or
resolutions so provide, the first dividend payment date
for any such additional series may be the dividend
payment date next succeeding the dividend payment date
immediately following the issuance of the shares of such
series.
The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
(G) Upon the affirmative vote of a majority of the
shares of the issued and outstanding Common Stock at any
annual meeting, or any special meeting called for that
purpose, the Corporation may at any time redeem all of
any series of the Preferred Stock or may from time to
time redeem any part thereof, by paying in cash, as to
the First Series Preferred Stock, a redemption price of
$104.25 per share, as to the Second Series Preferred
Stock, a redemption price of $104.21 per share, as to the
Third Series Preferred Stock, a redemption price of
$104.06 per share, as to the Fourth Series Preferred
Stock, a redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as to the
Seventh Series Preferred Stock, a redemption price of
$108.96 per share if redeemed on or prior to November 1,
1980, $106.58 per share if redeemed subsequent to
November 1, 1980 but on or prior to November 1, 1985, and
$104.20 per share if redeemed subsequent to November 1,
1985, as to the Eighth Series Preferred Stock, a
redemption price of $107.70 per share if redeemed on or
prior to April 1, l981, $105.74 per share if redeemed
subsequent to April 1, 1981 but on or prior to April 1,
1986, and $103.78 per share if redeemed subsequent to
April 1, 1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on or
prior to January 1, 1982, $105.20 per share if redeemed
subsequent to January 1, 1982 but on or prior to January
1, 1987, and $103.36 per share if redeemed subsequent to
January 1, 1987, as to the Tenth Series Preferred Stock,
a redemption price of $107.42 per share if redeemed on or
prior to March 1, 1984, $105.28 per share if redeemed
subsequent to March 1, 1984 but on or prior to March 1,
1989, and $103.14 per share if redeemed subsequent to
March 1, 1989, as to the Eleventh Series Preferred Stock,
a redemption price of $111.44 per share if redeemed on or
prior to November 1, 1982 (except that no share of the
Eleventh Series Preferred Stock shall be redeemed prior
to November 1, 1982 if such redemption is for the purpose
or in anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock, ranking prior to or on a parity with the
Eleventh Series Preferred Stock as to dividends or
assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has
an effective dividend cost to the Corporation (so
computed) of less than 9.4297% per annum), $109.08 per
share if redeemed subsequent to November 1, 1982 but on
or prior to November 1, 1987, $106.72 per share if
redeemed subsequent to November 1, 1987 but on or prior
to November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth Series
Preferred Stock, a redemption price of $113.98 per share
if redeemed on or prior to March 1, 1984 (except that no
share of the Twelfth Series Preferred Stock shall be
redeemed prior to March 1, 1984 if such redemption is for
the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a parity
with the Twelfth Series Preferred Stock as to dividends
or assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice) or such stock
has an effective dividend cost to the Corporation (so
computed) of less than 11.4560% per annum), $111.11 per
share if redeemed subsequent to March 1, 1984 but on or
prior to March 1, 1989, $108.24 per share if redeemed
subsequent to March 1, 1989 but on or prior to March 1,
1994, and $105.37 per share if redeemed subsequent to
March 1, 1994, as to the Series A Preferred Stock, a
redemption price of $27.68 per share if redeemed on or
prior to July 1, 1984 (except that no share of the Series
A Preferred Stock shall be redeemed prior to July 1, 1984
if such redemption is for the purpose or in anticipation
of refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or
through the use, directly or indirectly, of funds derived
through the issuance by the Corporation of stock ranking
prior to or on a parity with the Series A Preferred Stock
as to dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or
such stock has an effective dividend cost to the
Corporation (so computed) of less than 11.2705% per
annum), $27.01 per share if redeemed subsequent to July
1, 1984 but on or prior to July 1, 1989, $26.34 per share
if redeemed subsequent to July 1, 1989 but on or prior to
July 1, 1994, and $25.67 per share if redeemed subsequent
to July 1, 1994, as to the Series B Preferred Stock, a
redemption price of $28.28 per share if redeemed on or
prior to October 1, 1984 (except that no share of the
Series B Preferred Stock shall be redeemed prior to
October 1, 1984 if such redemption is for the purpose or
in anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the Series
B Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than 14.6103% per annum), $27.46 per share if
redeemed subsequent to October 1, 1984 but on or prior to
October 1, 1989, $26.64 per share if redeemed subsequent
to October 1, 1989 but on or prior to October 1, 1994,
and $25.82 per share if redeemed subsequent to October 1,
1994, as to the Series C Preferred Stock, a redemption
price of $28.80 per share if redeemed on or prior to
November 1, 1985 (except that no share of the Series C
Preferred Stock shall be redeemed prior to November 1,
1985 if such redemption is for the purpose or in
anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the Series
C Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than 16.0616% per annum), $27.85 per share if
redeemed subsequent to November 1, 1985 but on or prior
to November 1, 1990, $26.90 per share if redeemed
subsequent to November 1, 1990 but on or prior to
November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, and as to the Series D
Preferred Stock, a redemption price of $28.68 per share
if redeemed on or prior to May 1, 1987 (except that no
share of the Series D Preferred Stock shall be redeemed
prior to May 1, 1987 if such redemption is for the
purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a parity
with the Series D Preferred Stock as to dividends or
assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has
an effective dividend cost to the Corporation (so
computed) of less than 15.4233% per annum), $27.76 per
share if redeemed subsequent to May 1, 1987 but on or
prior to May 1, 1992, $26.84 per share if redeemed
subsequent to May 1, 1992 but on or prior to May 1, 1997,
and $25.92 per share if redeemed subsequent to May 1,
1997, as to the Series E Preferred Stock, a redemption
price of $28.16 per share if redeemed on or prior to
February 1, 1988 (except that no share of the Series E
Preferred Stock shall be redeemed prior to February 1,
1988 if such redemption is for the purpose or in
anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the Series
E Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than 13.1942% per annum), $27.37 per share if
redeemed subsequent to February 1, 1988 but on or prior
to February 1, 1993, $26.58 per share if redeemed
subsequent to February 1, 1993 but on or prior to
February 1, 1998, and $25.79 per share if redeemed
subsequent to February 1, 1998, and
as to the Series F Preferred Stock, a redemption price of
$29.80 per share if redeemed on or prior to August 1,
1985, $29.27 per share if redeemed subsequent to August
1, 1985 but on or prior to August 1, 1986, $28.73 per
share if redeemed subsequent to August 1, 1986 but on or
prior August 1, 1987, $28.20 per share if redeemed
subsequent to August 1, 1987 but on or prior to August 1,
1988, $27.67 per share if redeemed subsequent to August
1, 1988 but on or prior to August 1, 1989, $27.13 per
share if redeemed subsequent to August 1, 1989 but on or
prior to August 1, 1990, $26.60 per share if redeemed
subsequent to April 1, 1990 but on or prior to August 1,
1991, $26.07 per share if redeemed subsequent to April 1,
1991 but on or prior to August 1, 1992, $25.53 per share
if redeemed subsequent to August 1, 1992 but on or prior
to August 1, 1993, and $25.00 per share if redeemed
subsequent to August 1, 1993, provided, however, that no
share of the Series F Preferred Stock shall be redeemed
prior August 1, 1989 if such redemption is for the
purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a parity
with the Series F Preferred Stock as to dividends or
assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has
an effective dividend cost to the Corporation (so
computed) of less than 19.9171% per annum), and as to
each additional series such redemption price or prices,
with such restrictions or limitations, if any, on
redemption or refunding, as shall be fixed in and by the
resolution or resolutions of the Board of Directors of
the Corporation providing for such series; plus, in each
case where applicable, an amount equivalent to the
accumulated and unpaid dividends, if any, to the date
fixed for redemption; provided that without the vote of
the issued and outstanding Common Stock, the Series A
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on July 1, 1984 and on each
July 1 thereafter (each such date being hereinafter
referred to as a "Series A Sinking Fund Redemption
Date"), for so long as any shares of the Series A
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
120,000 shares of the Series A Preferred Stock (or the
number of shares then outstanding if less than 120,000)
at the sinking fund redemption price of $25 per share
plus, as to each share so redeemed, an amount equivalent
to the accumulated and unpaid dividends thereon, if any,
to the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series A
Preferred Stock being hereinafter referred to as the
"Series A Sinking Fund Obligation"); the Series A Sinking
Fund Obligation shall be cumulative; if on any Series A
Sinking Fund Redemption Date, the Corporation shall not
have funds legally available therefor sufficient to
redeem the full number of shares required to be redeemed
on that date, the Series A Sinking Fund Obligation with
respect to the shares not redeemed shall carry forward to
each successive Series A Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever on
any Series A Sinking Fund Redemption Date, the funds of
the Corporation legally available for the satisfaction of
the Series A Sinking Fund Obligation and all other
sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking
on a parity as to dividends or assets with the Series A
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series A Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series A
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series A Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 120,000 additional shares of the Series A
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series A Sinking Fund
Obligation on any Series A Sinking Fund Redemption Date
any shares of the Series A Preferred Stock (including
shares of the Series A Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series A Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series B
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on October 1, 1984 and on each
October 1 thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
80,000 shares of the Series B Preferred Stock (or the
number of shares then outstanding if less than 80,000) at
the sinking fund redemption price of $25 per share plus,
as to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so
to redeem the shares of the Series B Preferred Stock
being hereinafter referred to as the "Series B Sinking
Fund Obligation"); the Series B Sinking Fund Obligation
shall be cumulative; if on any Series B Sinking Fund
Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date,
the Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series B Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series B Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series B
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series B Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series B
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series B Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 80,000 additional shares of the Series B Pre
ferred Stock; the Corporation shall be entitled, at its
election, to credit against its Series B Sinking Fund
Obligation on any Series B Sinking Fund Redemption Date
any shares of the Series B Preferred Stock (including
shares of the Series B Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series B Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series C
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on November 1, 1985 and on
each November 1 thereafter (each such date being
hereinafter referred to as a "Series C Sinking Fund
Redemption Date"), for so long as any shares of the
Series C Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 60,000 shares of the Series C Preferred Stock
(or the number of shares then outstanding if less than
60,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series C Preferred Stock being hereinafter referred
to as the "Series C Sinking Fund Obligation"); the Series
C Sinking Fund Obligation shall be cumulative; if on any
Series C Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series C Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series C Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series C Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series C Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series C Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series C Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series C Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date at the aforesaid sinking fund redemption
price, up to 60,000 additional shares of the Series C
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series C Sinking Fund
Obligation on any Series C Sinking Fund Redemption Date
any shares of the Series C Preferred Stock (including
shares of the Series C Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series C Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series D
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on May 1, 1987 and on each May
1 thereafter (each such date being hereinafter referred
to as a "Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 100,000 shares of the
Series D Preferred Stock (or the number of shares then
outstanding if less than 100,000) at the sinking fund
redemption price of $25 per share plus, as to each share
so redeemed, an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date of
redemption (the obligation of the Corporation so to
redeem the shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking Fund
Obligation"); the Series D Sinking Fund Obligation shall
be cumulative; if on any Series D Sinking Fund Redemption
Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number
of shares required to be redeemed on that date, the
Series D Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series D Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series D Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series D Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series D Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series D
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series D Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorized of
the Board of Directors, on each Series D Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 100,000 additional shares of the Series D
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series D Sinking Fund
Obligation on any Series D Sinking Fund Redemption Date
any shares of the Series D Preferred Stock (including
shares of the Series D Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series D Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series E
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on February 1, 1988 and on
each February 1 thereafter (each such date being
hereinafter referred to as a "Series E Sinking Fund
Redemption Date"), for so long as any shares of the
Series E Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 150,000 shares of the Series E Preferred Stock
(or the number of shares then outstanding if less than
150,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series E Preferred Stock being hereinafter referred
to as the "Series E Sinking Fund Obligation"); the Series
E Sinking Fund Obligation shall be cumulative; if on any
Series E Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series E Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series E Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series E Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series E Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series E Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series E Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series E Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series E Sinking Fund Obligation, the
Corporation shall have the option, which shall be non-
cumulative, to redeem, upon authorized of the Board of
Directors, on each Series E Sinking Fund Redemption Date,
at the aforesaid sinking fund redemption price, up to
150,000 additional shares of the Series E Preferred
Stock; the Corporation shall be entitled, at its
election, to credit against its Series E Sinking Fund
Obligation on any Series E Sinking Fund Redemption Date
any shares of the Series E Preferred Stock (including
shares of the Series E Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series E
Preferred Stock redeemed pursuant to the Series E Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series E Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series F
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on August 1, 1990 and on each
August 1 thereafter (each such date being hereinafter
referred to as a "Series F Sinking Fund Redemption
Date"), for so long as any shares of the Series F
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
400,000 shares of the Series F Preferred Stock (or the
number of shares then outstanding if less than 400,000)
at the sinking fund redemption price of $25 per share
plus, as to each share so redeemed, an amount equivalent
to the accumulated and unpaid dividends thereon, if any,
to the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series F
Preferred Stock being hereinafter referred to as the
"Series F Sinking Fund Obligation"); the Series F Sinking
Fund Obligation shall be cumulative; if on any Series F
Sinking Fund Redemption Date, the Corporation shall not
have funds legally available therefor sufficient to
redeem the full number of shares required to be redeemed
on that date, the Series F Sinking Fund Obligation with
respect to the shares not redeemed shall carry forward to
each successive Series F Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever on
any Series F Sinking Fund Redemption Date, the funds of
the Corporation legally available for the satisfaction of
the Series F Sinking Fund Obligation and all other
sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking
on a parity as to dividends or assets with the Series F
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series F Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series F
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series F Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorized of
the Board of Directors, on each Series F Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 400,000 additional shares of the Series F
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series F Sinking Fund
Obligation on any Series F Sinking Fund Redemption Date
any shares of the Series F Preferred Stock (including
shares of the Series F Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series F
Preferred Stock redeemed pursuant to the Series F Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series F Sinking Fund
Obligation.
The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
So long as any of the Second through Twelfth Series
Preferred Stock or any of the Series A, Series B, Series
C, Series D, Series E or Series F Preferred Stock remains
outstanding, or here remains outstanding any additional
series of Preferred Stock with respect to which the
resolution or resolutions of the Board of Directors of
the Corporation providing for same makes this sentence
applicable, at any time when the aggregate of all amounts
credited subsequent to January 1, 1953 to the
depreciation reserve account of the Corporation and
Louisiana Power & Light Company, a Florida corporation,
through charges to operating revenue deductions or
otherwise on the books of the Corporation and Louisiana
Power & Light Company, a Florida corporation (other than
transfers out of the balance of surplus as of December
31, 1952), shall be less than the amount computed as
provided in clause (aa) below, under requirements
contained in the Corporation's mortgage indentures, then
for the purposes of subparagraphs (a) and (b) above, in
determining the earnings available for Common Stock
dividends during any twelve-month period, the amount to
be provided for depreciation in that period shall be (aa)
the greater of the cumulative amount charged to
depreciation expense on the books of the Corporation and
Louisiana Power & Light Company, a Florida corporation,
or the cumulative amount computed under requirements
contained in the Corporation's mortgage indentures
relating to minimum depreciation provisions (the latter
cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of
differing coexisting mortgage indenture requirements) for
the period from January 1, 1953 to and including said
twelve-month period, less (bb) the greater of the
cumulative amount charged to depreciation expense on the
books of the Corporation and Louisiana Power & Light
Company, a Florida corporation, or the cumulative amount
computed under requirements contained in the
Corporation's mortgage indentures relating to minimum
depreciation provisions (the latter cumulative amount
being the aggregate of the largest amounts separately
computed for entire periods of differing coexisting
mortgage indenture requirements) from January 1, 1953 up
to but excluding said twelve-month period; provided that
in the event any company other than Louisiana Power &
Light Company, a Florida corporation, is merged into the
Corporation, the "cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions"
referred to above shall be computed without regard, for
the period prior to the merger, of property acquired in
the merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation and
Louisiana Power & Light Company, a Florida corporation",
shall be exclusive of amounts provided for such property
prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
10th day of August, 1984.
Louisiana Power & Light Company
By: /s/ James M. Cain
James M. Cain, President
By: /s/ N. J. Briley
N. J. Briley, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared JAMES M. CAIN and N. J. BRILEY, to me known and known
to me to be the President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
Louisiana Power & Light Company
/s/ N, J. Briley
N. J. Briley, Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at New
Orleans, Louisiana, on this 10th day of
August, 1984.
/s/ Melvin I. Schwartzman
Notary Public
My commission is issued for life.
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED,
of
LOUISIANA POWER & LIGHT COMPANY
On February 24, 1989, the shareholders of Louisiana Power
& Light Company, a corporation organized and existing under
the laws of the State of Louisiana, by a resolution
unanimously adopted by all of the shareholders of said
corporation entitled to vote on the matter, amended paragraph
(a) of Part I of Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation to read in its
entirety as follows:
(a) 250,000,000 shares of Common Stock, without nominal
or par value (hereinafter called the "Common Stock").
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended by its
shareholders as aforesaid by the Unanimous Written Consent to
such corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on
February 24, 1989, in accordance with and pursuant to the
authority granted in and by the laws of the State of Louisiana
and particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been signed
and executed on the date aforesaid by Middle South Utilities,
Inc., which was then and is now the sole owner and shareholder
of record of 137,110,900 shares of the Common Stock of the
said Louisiana Power & Light Company, said 137,110,900 shares
being all of the outstanding Common Stock of the said
Louisiana Power & Light Company and said Common Stock having
all of the voting power and being all of the capital stock of
the said Louisiana Power & Light Company entitled to vote on
the foregoing amendment to its Restated Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of, authorized,
consented to, approved and constituted as the corporation
action of the said Louisiana Power & Light Company, the
amendment of its Restated Articles of Incorporation, as
amended, as hereinabove of its Restated Articles of
Incorporation, as amended, as hereinabove set forth.
The Restated Articles of Incorporation of said Louisiana
Power & Light Company, as heretofore amended, were not amended
in any other respect than as set forth hereinabove, and all of
the provisions of said Restated Articles of Incorporation, as
heretofore amended and as amended as hereinabove set forth,
relating in any way to the shares of stock of said Louisiana
Power & Light Company are incorporated and stated in these
Articles of Amendment by Reference.
These Articles of Amendment are executed on and dated the
28th day of February, 1989.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ Donald Hunter
Donald Hunter
President and Chief
Operating Officer
By: /s/ T. O. Lind
Thomas O. Lind, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared DONALD HUNTER and THOMAS O. LIND, to me known and
known to me to be the President and Chief Operating Officer
and the Secretary, respectively, of Louisiana Power & Light
Company and the persons who executed the foregoing instrument
in such capacities, and who, after first being duly sworn by
me, did declare and acknowledge that they signed and executed
the foregoing instrument in such capacities for and in the
name of the said Louisiana Power & Light Company, as its and
their free act and deed, being thereunto duly authorized.
/s/ Donald Hunter
Donald Hunter
President and Chief
Operating Officer
Louisiana Power & Light Company
/s/ Thomas O. Lind
Thomas O. Lind, Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 28th
day of February, 1989.
____________________________________
Notary Public
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On June 24, 1991 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:
Sub-paragraph (ii) of paragraph (b) of Part I of
said Article 3 is amended to be and to read in its
entirety as follows:
(ii) Said 22,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), one
series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"), one series of
$25 Preferred Stock shall consist of 2,000,000
shares of 14.72% Preferred Stock, Cumulative, $25
par value (hereinafter sometimes called "Series D
Preferred Stock"), one series of $25 Preferred Stock
shall consist of 3,000,000 shares of 12.64%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series E Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 2,000,000 shares of 19.20% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series F Preferred Stock"), and
one series of $25 Preferred Stock shall consist of
2,000,000 shares of 9.68% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series G Preferred Stock"); and the
remaining 7,800,000 of said shares of $25 Preferred
Stock may be divided into and issued in additional
series from time to time, each such additional
series to be provided for and to be distinctively
designated, and the issuance of the shares of each
such additional series to be authorized, in and by a
resolution or resolutions to be adopted by the Board
of Directors of the Corporation in accordance with
the provisions hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(a) The number of shares to constitute
each such series and the distinctive
designation thereof;
(b) The annual rate or rates of dividends
payable on shares of such series and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh and Twelfth
Series Preferred Stock and the Series A, Series B,
Series C, Series D, Series E, Series F, and Series G
Preferred Stock, and, with respect to each
additional series of Preferred Stock, the desig
nation of the class thereof and the different
characteristics of clauses (a), (b), (c), and (d)
above shall be set forth in the resolution or
resolutions of the Board of Directors of the
Corporation providing for such series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but
only when and as declared by the Board of Directors,
out of funds legally available for the payment of
dividends, in preference to the Common Stock, to
dividends at the rate of 4.96% per annum on the
First Series Preferred Stock, at the rate of 4.16%
per annum on the Second Series Preferred Stock, at
the rate of 4.44% per annum on the Third Series
Preferred Stock, at the rate of 5.16% per annum on
the Fourth Series Preferred Stock, at the rate of
5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on
the Seventh Series Preferred Stock, at the rate of
7.84% per annum on the Eighth Series Preferred
Stock, at the rate of 7.36% per annum on the Ninth
Series Preferred Stock, at the rate of 8.56% per
annum on the Tenth Series Preferred Stock, at the
rate of 9.44% per annum on the Eleventh Series
Preferred Stock, at the rate of 11.48% per annum on
the Twelfth Series Preferred Stock, at the rate of
10.72% per annum on the Series A Preferred Stock, at
the rate of 13.12% per annum on the Series B
Preferred Stock, at the rate of 15.20% per annum on
the Series C Preferred Stock, at the rate of 14.72%
per annum on the Series D Preferred Stock, at the
rate of 12.64% per annum on the Series E Preferred
Stock, at the rate of 19.20% per annum on the Series
F Preferred Stock, and at the rate of 9.68% per
annum on the Series G Preferred Stock, of the par
value thereof, and no more, and at such rate per
annum on each additional series as shall be fixed in
and by the resolution or resolutions of the Board of
Directors of the Corporation providing for the
issuance of the shares of such series, payable
quarterly on February 1, May 1, August 1 and
November 1 of each year to stockholders of record as
of a date, not exceeding forty (40) days and not
less than ten (10) days preceding such dividend
payment dates, to be fixed by the Board of
Directors, such dividends to be cumulative from the
last date to which dividends upon the First through
Tenth Series Preferred Stock of Louisiana Power &
Light Company, a Florida corporation, are paid, with
respect to the First through Tenth Series Preferred
Stock, from November 2, 1977 with respect to the
Eleventh Series Preferred Stock, from March 1, 1979
with respect to the Twelfth Series Preferred Stock,
from July 19, 1979 with respect to the Series A
Preferred Stock, from October 17, 1979 with respect
to the Series B Preferred Stock, from November 6,
1980 with respect to the Series C Preferred Stock,
from May 19, 1982 with respect to the Series D
Preferred Stock, from February 24, 1983 with respect
to the Series E Preferred Stock, from August 17,
1984 with respect to the Series F Preferred Stock,
from July 2, 1991 with respect to the Series G
Preferred Stock, and from such date with respect to
each additional series, if made cumulative in and by
the resolution or resolutions of the Board of
Directors of the Corporation providing for such
series, as shall be fixed in and by such resolution
or resolutions, provided that, if such resolution or
resolutions so provide, the first dividend payment
date for any such additional series may be the
dividend payment date next succeeding the dividend
payment date immediately following the issuance of
the shares of such series.
The first sentence of paragraph (G) of Part III of
said Article 3 is amended to be and to read in its
entirety as follows:
(G) Upon the affirmative vote of a majority of
the shares of the issued and outstanding Common
Stock at any annual meeting, or any special meeting
called for that purpose, the Corporation may at any
time redeem all of any series of the Preferred Stock
or may from time to time redeem any part thereof, by
paying in cash, as to the First Series Preferred
Stock, a redemption price of $104.25 per share, as
to the Second Series Preferred Stock, a redemption
price of $104.21 per share, as to the Third Series
Preferred Stock, a redemption price of $104.06 per
share, as to the Fourth Series Preferred Stock, a
redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as
to the Seventh Series Preferred Stock, a redemption
price of $108.96 per share if redeemed on or prior
to November 1, 1980, $106.58 per share if redeemed
subsequent to November 1, 1980 but on or prior to
November 1, 1985, and $104.20 per share if redeemed
subsequent to November 1, 1985, as to the Eighth
Series Preferred Stock, a redemption price of
$107.70 per share if redeemed on or prior to April
1, 1981, $105.74 per share if redeemed subsequent to
April 1, 1981 but on or prior to April 1, 1986, and
$103.78 per share if redeemed subsequent to April 1,
1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on
or prior to January 1, 1982, $105.20 per share if
redeemed subsequent to January 1, 1982 but on or
prior to January 1, 1987, and $103.36 per share if
redeemed subsequent to January 1, 1987, as to the
Tenth Series Preferred Stock, a redemption price of
$107.42 per share if redeemed on or prior to March
1, 1984, $105.28 per share if redeemed subsequent to
March 1, 1984 but on or prior to March 1, 1989, and
$103.14 per share if redeemed subsequent to March 1,
1989, as to the Eleventh Series Preferred Stock, a
redemption price of $111.44 per share if redeemed on
or prior to November 1, 1982 (except that no share
of the Eleventh Series Preferred Stock shall be
redeemed prior to November 1, 1982 if such
redemption is for the purpose or in anticipation of
refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or
through the use, directly or indirectly, of funds
derived through the issuance by the Corporation of
stock ranking prior to or on a parity with the Elev
enth Series Preferred Stock as to dividends or
assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in
accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
9.4297% per annum), $109.08 per share if redeemed
subsequent to November 1, 1982 but on or prior to
November 1, 1987, $106.72 per share if redeemed
subsequent to November 1, 1987 but on or prior to
November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth
Series Preferred Stock, a redemption price of
$113.98 per share if redeemed on or prior to March
1, 1984 (except that no share of the Twelfth Series
Preferred Stock shall be redeemed prior to March 1,
1984 if such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the Twelfth Series Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
11.4560% per annum), $111.11 per share if redeemed
subsequent to March 1, 1984 but on or prior to March
1, 1989, $108.24 per share if redeemed subsequent to
March 1, 1989 but on or prior to March 1, 1994, and
$105.37 per share if redeemed subsequent to March 1,
1994, as to the Series A Preferred Stock, a
redemption price of $27.68 per share if redeemed on
or prior to July 1, 1984 (except that no share of
the Series A Preferred Stock shall be redeemed prior
to July 1, 1984 if such redemption is for the
purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use,
directly or indirectly, of funds derived through the
issuance by the Corporation of stock ranking prior
to or on a parity with the Series A Preferred Stock
as to dividends or assets, if such borrowed funds
have an effective interest cost to the Corporation
(computed in accordance with generally accepted
financial practice) or such stock has an effective
dividend cost to the Corporation (so computed) of
less than 11.2705% per annum), $27.01 per share if
redeemed subsequent to July 1, 1984 but on or prior
to July 1, 1989, $26.34 per share if redeemed
subsequent to July 1, 1989 but on or prior to July
1, 1994, and $25.67 per share if redeemed subsequent
to July 1, 1994, as to the Series B Preferred Stock,
a redemption price of $28.28 per share if redeemed
on or prior to October 1, 1984 (except that no share
of the Series B Preferred Stock shall be redeemed
prior to October 1, 1984 if such redemption is for
the purpose or in anticipation of refunding such
share through the use, directly or indirectly, of
funds borrowed by the Corporation, or through the
use, directly or indirectly, of funds derived
through the issuance by the Corporation of stock
ranking prior to or on a parity with the Series B
Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to
the Corporation (computed in accordance with
generally accepted financial practice) or such stock
has an effective dividend cost to the Corporation
(so computed) of less than 14.6103% per annum),
$27.46 per share if redeemed subsequent to October
1, 1984 but on or prior to October 1, 1989, $26.64
per share if redeemed subsequent to October 1, 1989
but on or prior to October 1, 1994, and $25.82 per
share if redeemed subsequent to October 1, 1994, as
to the Series C Preferred Stock, a redemption price
of $28.80 per share if redeemed on or prior to
November 1, 1985 (except that no share of the Series
C Preferred Stock shall be redeemed prior to
November 1, 1985 if such redemption is for the
purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use,
directly or indirectly, of funds derived through the
issuance by the Corporation of stock ranking prior
to or on a parity with the Series C Preferred Stock
as to dividends or assets, if such borrowed funds
have an effective interest cost to the Corporation
(computed in accordance with generally accepted
financial practice) or such stock has an effective
dividend cost to the Corporation (so computed) of
less than 16.0616% per annum), $27.85 per share if
redeemed subsequent to November 1, 1985 but on or
prior to November 1, 1990, $26.90 per share if
redeemed subsequent to November 1, 1990 but on or
prior to November 1, 1995, and $25.95 per share if
redeemed subsequent to November 1, 1995, as to the
Series D Preferred Stock, a redemption price of
$28.68 per share if redeemed on or prior to May 1,
1987 (except that no share of the Series D Preferred
Stock shall be redeemed prior to May 1, 1987 if such
redemption is for the purpose or in anticipation of
refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or
through the use, directly or indirectly, of funds
derived through the issuance by the Corporation of
stock ranking prior to or on a parity with the
Series D Preferred Stock as to dividends or assets,
if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock
has an effective dividend cost to the Corporation
(so computed) of less than 15.4233% per annum),
$27.76 per share if redeemed subsequent to May 1,
1987 but on or prior to May 1, 1992, $26.84 per
share if redeemed subsequent to May 1, 1992 but on
or prior to May 1, 1997, and $25.92 per share if
redeemed subsequent to May 1, 1997, as to the Series
E Preferred Stock, a redemption price of $28.16 per
share if redeemed on or prior to February 1, 1988
(except that no share of the Series E Preferred
Stock shall be redeemed prior to February 1, 1988 if
such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the Series E Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
13.1942% per annum), $27.37 per share if redeemed
subsequent to February 1, 1988 but on or prior to
February 1, 1993, $26.58 per share if redeemed
subsequent to February 1, 1993 but on or prior to
February 1, 1998, and $25.79 per share if redeemed
subsequent to February 1, 1998, as to the Series F
Preferred Stock, a redemption price of $29.80 per
share if redeemed on or prior to August 1, 1985,
$29.27 per share if redeemed subsequent to August 1,
1985 but on or prior to August 1, 1986, $28.73 per
share if redeemed subsequent to August 1, 1986 but
on or prior to August 1, 1987, $28.20 per share if
redeemed subsequent to August 1, 1987 but on or
prior to August 1, 1988, $27.67 per share if
redeemed subsequent to August 1, 1988 but on or
prior to August 1, 1989, $27.13 per share if
redeemed subsequent to August 1, 1989 but on or
prior to August 1, 1990, $26.60 per share if
redeemed subsequent to August 1, 1990 but on or
prior to August 1, 1991, $26.07 per share if
redeemed subsequent to August 1, 1991 but on or
prior to August 1, 1992, $25.53 per share if
redeemed subsequent to August 1, 1992 but on or
prior to August 1, 1993, and $25.00 per share if
redeemed subsequent to August 1, 1993, provided,
however, that no share of the Series F Preferred
Stock shall be redeemed prior to August 1, 1989 if
such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the Series F Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
19.9171% per annum, and as to the Series G Preferred
Stock, a redemption price of $25.00 per share
(except that no share of the Series G Preferred
Stock shall be redeemed on or before August 1,
1996), and as to each additional series such
redemption price or prices, with such restrictions
or limitations, if any, on redemption or refunding,
as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the
Corporation providing for such series; plus, in each
case where applicable, an amount equivalent to the
accumulated and unpaid dividends, if any, to the
date fixed for redemption; provided that without the
vote of the issued and outstanding Common Stock, the
Series A Preferred Stock shall be subject to
redemption as and for a sinking fund as follows: on
July 1, 1984 and on each July 1 thereafter (each
such date being hereinafter referred to as a "Series
A Sinking Fund Redemption Date"), for so long as any
shares of the Series A Preferred Stock shall remain
outstanding, the Corporation shall redeem, out of
funds legally available therefor, 120,000 shares of
the Series A Preferred Stock (or the number of
shares then outstanding if less than 120,000) at the
sinking fund redemption price of $25 per share plus,
as to each share so redeemed, an amount equivalent
to the accumulated and unpaid dividends thereon, if
any, to the date of redemption (the obligation of
the Corporation so to redeem the shares of the
Series A Preferred Stock being hereinafter referred
to as the "Series A Sinking Fund Obligation"); the
Series A Sinking Fund Obligation shall be
cumulative; if on any Series A Sinking Fund
Redemption Date, the Corporation shall not have
funds legally available therefor sufficient to
redeem the full number of shares required to be
redeemed on that date, the Series A Sinking Fund
Obligation with respect to the shares not redeemed
shall carry forward to each successive Series A
Sinking Fund Redemption Date until such shares shall
have been redeemed; whenever on any Series A Sinking
Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the Series
A Sinking Fund Obligation and all other sinking fund
and similar obligations then existing with respect
to any other class or series of its stock ranking on
a parity as to dividends or assets with the Series A
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient to
permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the
Corporation shall apply to the satisfaction of its
Series A Sinking Fund Obligation on that date that
proportion of such legally available funds which is
equal to the ratio of such Series A Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series A Sinking Fund Obligation,
the Corporation shall have the option, which shall
be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series A Sinking
Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 120,000 additional shares of
the Series A Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series A Sinking Fund Obligation on any Series A
Sinking Fund Redemption Date any shares of the
Series A Preferred Stock (including shares of the
Series A Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series A Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series B Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on October 1, 1984 and on each October 1
thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 80,000 shares of the Series B
Preferred Stock (or the number of shares then
outstanding if less than 80,000) at the sinking fund
redemption price of $25 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series B
Preferred Stock being hereinafter referred to as the
"Series B Sinking Fund Obligation"); the Series B
Sinking Fund Obligation shall be cumulative; if on
any Series B Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series B Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series B Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series B Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series B Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series B Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series B Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 80,000 additional shares of
the Series B Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series B Sinking Fund Obligation on any Series B
Sinking Fund Redemption Date any shares of the
Series B Preferred Stock (including shares of the
Series B Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series B Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series C Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on November 1, 1985 and on each November 1
thereafter (each such date being hereinafter
referred to as a "Series C Sinking Fund Redemption
Date"), for so long as any shares of the Series C
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 60,000 shares of the Series C
Preferred Stock (or the number of shares then
outstanding if less than 60,000) at the sinking fund
redemption price of $25 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series C
Preferred Stock being hereinafter referred to as the
"Series C Sinking Fund Obligation"); the Series C
Sinking Fund Obligation shall be cumulative; if on
any Series C Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series C Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series C Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series C Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series C Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series C Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series C Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series C Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 60,000 additional shares of
the Series C Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series C Sinking Fund Obligation on any Series C
Sinking Fund Redemption Date any shares of the
Series C Preferred Stock (including shares of the
Series C Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series C Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series D Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on May 1, 1987 and on each May 1 thereafter
(each such date being hereinafter referred to as a
"Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock
shall remain outstanding, the Corporation shall
redeem, out of funds legally available therefor,
100,000 shares of the Series D Preferred Stock (or
the number of shares then outstanding if less than
100,000) at the sinking fund redemption price of $25
per share plus, as to each share so redeemed, an
amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of redemption
(the obligation of the Corporation so to redeem the
shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking
Fund Obligation"); the Series D Sinking Fund
Obligation shall be cumulative; if on any Series D
Sinking Fund Redemption Date, the Corporation shall
not have funds legally available therefor sufficient
to redeem the full number of shares required to be
redeemed on that date, the Series D Sinking Fund
Obligation with respect to the shares not redeemed
shall carry forward to each successive Series D
Sinking Fund Redemption Date until such shares shall
have been redeemed; whenever on any Series D Sinking
Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the Series
D Sinking Fund Obligation and all other sinking fund
and similar obligations then existing with respect
to any other class or series of its stock ranking on
a parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient to
permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the
Corporation shall apply to the satisfaction of its
Series D Sinking Fund Obligation on that date that
proportion of such legally available funds which is
equal to the ratio of such Series D Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series D Sinking Fund Obligation,
the Corporation shall have the option, which shall
be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series D Sinking
Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 100,000 additional shares of
the Series D Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series D Sinking Fund Obligation on any Series D
Sinking Fund Redemption Date any shares of the
Series D Preferred Stock (including shares of the
Series D Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series D Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series E Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on February 1, 1988 and on each February 1
thereafter (each such date being hereinafter
referred to as a "Series E Sinking Fund Redemption
Date"), for so long as any shares of the Series E
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 150,000 shares of the Series E
Preferred Stock (or the number of shares then
outstanding if less than 150,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series E
Preferred Stock being hereinafter referred to as the
"Series E Sinking Fund Obligation"); the Series E
Sinking Fund Obligation shall be cumulative; if on
any Series E Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series E Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series E Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series E Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series E Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series E Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series E Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series E Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series E Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series E Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 150,000 additional shares of
the Series E Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series E Sinking Fund Obligation on any Series E
Sinking Fund Redemption Date any shares of the
Series E Preferred Stock (including shares of the
Series E Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series E
Preferred Stock redeemed pursuant to the Series E
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series E Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series F Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on August 1, 1990 and on each August 1
thereafter (each such date being hereinafter
referred to as a "Series F Sinking Fund Redemption
Date"), for so long as any shares of the Series F
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 400,000 shares of the Series F
Preferred Stock (or the number of shares then
outstanding if less than 400,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series F
Preferred Stock being hereinafter referred to as the
"Series F Sinking Fund Obligation"); the Series F
Sinking Fund Obligation shall be cumulative; if on
any Series F Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series F Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series F Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series F Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series F Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series F Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series F Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series F Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series F Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series F Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 400,000 additional shares of
the Series F Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series F Sinking Fund Obligation on any Series F
Sinking Fund Redemption Date any shares of the
Series F Preferred Stock (including shares of the
Series F Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series F
Preferred Stock redeemed pursuant to the Series F
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series F Sinking Fund Obligation.
The last sentence of paragraph (H) of Part III of
said Article 3 is amended to be and to read in its
entirety as follows:
So long as any of the Second through Twelfth
Series Preferred Stock or any of the Series A,
Series B, Series C, Series D, Series E, Series F, or
Series G Preferred Stock remains outstanding, or
there remains outstanding any additional series of
Preferred Stock with respect to which the resolution
or resolutions of the Board of Directors of the
Corporation providing for same makes this sentence
applicable, at any time when the aggregate of all
amounts credited subsequent to January 1, 1953 to
the depreciation reserve account of the Corporation
and Louisiana Power & Light Company, a Florida
corporation, through charges to operating revenue
deductions or otherwise on the books of the
Corporation and Louisiana Power & Light Company, a
Florida corporation (other than transfers out of the
balance of surplus as of December 31, 1952), shall
be less than the amount computed as provided in
clause (aa) below, under requirements contained in
the Corporation's mortgage indentures, then for the
purposes of subparagraphs (a) and (b) above, in
determining the earnings available for Common Stock
dividends during any twelve-month period, the amount
to be provided for depreciation in that period shall
be (aa) the greater of the cumulative amount charged
to depreciation expense on the books of the
Corporation and Louisiana Power & Light Company, a
Florida corporation, or the cumulative amount
computed under requirements contained in the
Corporation's mortgage indentures relating to
minimum depreciation provisions (the latter
cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of
differing coexisting mortgage indenture
requirements) for the period from January 1, 1953 to
and including said twelve month period, less (bb)
the greater of the cumulative amount charged to
depreciation expense on the books of the Corporation
and Louisiana Power & Light Company, a Florida
corporation, or the cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation
provisions (the latter cumulative amount being the
aggregate of the largest amounts separately computed
for entire periods of differing coexisting mortgage
indenture requirements) from January 1, 1953 up to
but excluding said twelve-month period; provided
that in the event any company other than Louisiana
Power & Light Company, a Florida corporation, is
merged into the Corporation, the "cumulative amount
computed under requirements contained in the
Corporation's mortgage indentures relating to
minimum depreciation provisions" referred to above
shall be computed without regard, for the period
prior to the merger, of property acquired in the
merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation
and Louisiana Power & Light Company, a Florida
corporation", shall be exclusive of amounts provided
for such property prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of Incorpora
tion and Sections 24B(6) and 33A and E of Title 12 of the
Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
24th day of June, 1991.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
By: /s/ Lee W. Randall
Lee W. Randall,
Assistant Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared Gerald D. McInvale and Lee W. Randall, to me known to
be a Senior Vice President and an Assistant Secretary,
respectively, of Louisiana Power & Light Company and the
persons who executed the foregoing instrument in such
capacities, and who, after first being duly sworn by me, did
declare and acknowledge that they signed and executed the
foregoing instrument in such capacities for and in the name of
the said Louisiana Power & Light Company, as its and their
free act and deed, being thereunto duly authorized.
/s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
/s/ Lee W. Randall
Lee W. Randall
Assistant Secretary
Sworn to and subscribed before me at New
Orleans, Louisiana on this 24th day of
June, 1991.
/s/ Melvin I. Schwartzman
Melvin I. Schwartzman,
Notary Public for the Parish of
Orleans, State of Louisiana
My Commission is issued for life.
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On October 24, 1991 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:
Sub-paragraph (i) of paragraph (b) of Part I of said
Article 3 is amended to be and to read in its entirety as
follows:
(i) Said 4,500,000 shares of $100 Preferred
Stock shall be issuable in one or more series from
time to time; 1,805,000 of said shares of $100
Preferred Stock shall be divided into thirteen
series, one of which shall consist of 60,000 shares
of 4.96% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "First Series
Preferred Stock"), one of which shall consist of
70,000 shares of 4.16% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Second
Series Preferred Stock"), one of which shall consist
of 70,000 shares of 4.44% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Third Series Preferred Stock"), one of which
shall consist of 75,000 shares of 5.16% Preferred
Stock, Cumulative, $100 par value (hereinafter
sometimes called "Fourth Series Preferred Stock"),
one of which shall consist of 80,000 shares of 5.40%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Fifth Series
Preferred Stock"), one of which shall consist of
80,000 shares of 6.44% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Sixth
Series Preferred Stock"), one of which shall consist
of 70,000 shares of 9.52% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Seventh Series Preferred Stock"), one of
which shall consist of 100,000 shares of 7.84%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Eighth Series
Preferred Stock"), one of which shall consist of
100,000 shares of 7.36% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Ninth
Series Preferred Stock"), one of which shall consist
of 100,000 shares of 8.56% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Tenth Series Preferred Stock"), one of which
shall consist of 300,000 shares of 9.44% Preferred
Stock, Cumulative, $100 par value (hereinafter
sometimes called "Eleventh Series Preferred Stock"),
one of which shall consist of 350,000 shares of
11.48% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Twelfth Series
Preferred Stock"), and one of which shall consist of
350,000 shares of 8% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called
"Thirteenth Series Preferred Stock"); and the
remaining 2,695,000 of said shares of $100 Preferred
Stock may be divided into and issued in additional
series from time to time, each such additional
series to be provided for and to be distinctively
designated, and the issuance of the shares of each
such additional series to be authorized, in and by a
resolution or resolutions to be adopted by the Board
of Directors of the Corporation in accordance with
the provisions hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(a) The number of shares to constitute
each such series and the distinctive
designation thereof;
(b) The annual rate or rates of dividends
payable on shares of such series and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh, Twelfth, and
Thirteenth Series Preferred Stock and the Series A,
Series B, Series C, Series D, Series E, Series F,
and Series G Preferred Stock, and, with respect to
each additional series of Preferred Stock, the
designation of the class thereof and the different
characteristics of clauses (a), (b), (c), and (d)
above shall be set forth in the resolution or
resolutions of the Board of Directors of the
Corporation providing for such series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but
only when and as declared by the Board of Directors,
out of funds legally available for the payment of
dividends, in preference to the Common Stock, to
dividends at the rate of 4.96% per annum on the
First Series Preferred Stock, at the rate of 4.16%
per annum on the Second Series Preferred Stock, at
the rate of 4.44% per annum on the Third Series
Preferred Stock, at the rate of 5.16% per annum on
the Fourth Series Preferred Stock, at the rate of
5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on
the Seventh Series Preferred Stock, at the rate of
7.84% per annum on the Eighth Series Preferred
Stock, at the rate of 7.36% per annum on the Ninth
Series Preferred Stock, at the rate of 8.56% per
annum on the Tenth Series Preferred Stock, at the
rate of 9.44% per annum on the Eleventh Series
Preferred Stock, at the rate of 11.48% per annum on
the Twelfth Series Preferred Stock, at the rate of
8% per annum on the Thirteenth Series Preferred
Stock, at the rate of 10.72% per annum on the Series
A Preferred Stock, at the rate of 13.12% per annum
on the Series B Preferred Stock, at the rate of
15.20% per annum on the Series C Preferred Stock, at
the rate of 14.72% per annum on the Series D
Preferred Stock, at the rate of 12.64% per annum on
the Series E Preferred Stock, at the rate of 19.20%
per annum on the Series F Preferred Stock, and at
the rate of 9.68% per annum on the Series G
Preferred Stock, of the par value thereof, and no
more, and at such rate per annum on each additional
series as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the
Corporation providing for the issuance of the shares
of such series, payable quarterly on February 1, May
1, August 1 and November 1 of each year to
stockholders of record as of a date, not exceeding
forty (40) days and not less than ten (10) days
preceding such dividend payment dates, to be fixed
by the Board of Directors, such dividends to be
cumulative from the last date to which dividends
upon the First through Tenth Series Preferred Stock
of Louisiana Power & Light Company, a Florida
corporation, are paid, with respect to the First
through Tenth Series Preferred Stock, from November
2, 1977 with respect to the Eleventh Series
Preferred Stock, from March 1, 1979 with respect to
the Twelfth Series Preferred Stock, from October 31,
1991 with respect to the Thirteenth Series Preferred
Stock, from July 19, 1979 with respect to the Series
A Preferred Stock, from October 17, 1979 with
respect to the Series B Preferred Stock, from
November 6, 1980 with respect to the Series C
Preferred Stock, from May 19, 1982 with respect to
the Series D Preferred Stock, from February 24, 1983
with respect to the Series E Preferred Stock, from
August 17, 1984 with respect to the Series F
Preferred Stock, from July 2, 1991 with respect to
the Series G Preferred Stock, and from such date
with respect to each additional series, if made
cumulative in and by the resolution or resolutions
of the Board of Directors of the Corporation
providing for such series, as shall be fixed in and
by such resolution or resolutions, provided that, if
such resolution or resolutions so provide, the first
dividend payment date for any such additional series
may be the dividend payment date next succeeding the
dividend payment date immediately following the
issuance of the shares of such series.
The first sentence of paragraph (G) of Part III of
said Article 3 is amended to be and to read in its
entirety as follows:
(G) Upon the affirmative vote of a majority of
the shares of the issued and outstanding Common
Stock at any annual meeting, or any special meeting
called for that purpose, the Corporation may at any
time redeem all of any series of the Preferred Stock
or may from time to time redeem any part thereof, by
paying in cash, as to the First Series Preferred
Stock, a redemption price of $104.25 per share, as
to the Second Series Preferred Stock, a redemption
price of $104.21 per share, as to the Third Series
Preferred Stock, a redemption price of $104.06 per
share, as to the Fourth Series Preferred Stock, a
redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as
to the Seventh Series Preferred Stock, a redemption
price of $108.96 per share if redeemed on or prior
to November 1, 1980, $106.58 per share if redeemed
subsequent to November 1, 1980 but on or prior to
November 1, 1985, and $104.20 per share if redeemed
subsequent to November 1, 1985, as to the Eighth
Series Preferred Stock, a redemption price of
$107.70 per share if redeemed on or prior to April
1, 1981, $105.74 per share if redeemed subsequent to
April 1, 1981 but on or prior to April 1, 1986, and
$103.78 per share if redeemed subsequent to April 1,
1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on
or prior to January 1, 1982, $105.20 per share if
redeemed subsequent to January 1, 1982 but on or
prior to January 1, 1987, and $103.36 per share if
redeemed subsequent to January 1, 1987, as to the
Tenth Series Preferred Stock, a redemption price of
$107.42 per share if redeemed on or prior to March
1, 1984, $105.28 per share if redeemed subsequent to
March 1, 1984 but on or prior to March 1, 1989, and
$103.14 per share if redeemed subsequent to March 1,
1989, as to the Eleventh Series Preferred Stock, a
redemption price of $111.44 per share if redeemed on
or prior to November 1, 1982 (except that no share
of the Eleventh Series Preferred Stock shall be
redeemed prior to November 1, 1982 if such
redemption is for the purpose or in anticipation of
refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or
through the use, directly or indirectly, of funds
derived through the issuance by the Corporation of
stock ranking prior to or on a parity with the
Eleventh Series Preferred Stock as to dividends or
assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in
accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
9.4297% per annum), $109.08 per share if redeemed
subsequent to November 1, 1982 but on or prior to
November 1, 1987, $106.72 per share if redeemed
subsequent to November 1, 1987 but on or prior to
November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth
Series Preferred Stock, a redemption price of
$113.98 per share if redeemed on or prior to March
1, 1984 (except that no share of the Twelfth Series
Preferred Stock shall be redeemed prior to March 1,
1984 if such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the Twelfth Series Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
11.4560% per annum), $111.11 per share if redeemed
subsequent to March 1, 1984 but on or prior to March
1, 1989, $108.24 per share if redeemed subsequent to
March 1, 1989 but on or prior to March 1, 1994, and
$105.37 per share if redeemed subsequent to March 1,
1994, as to the Thirteenth Series Preferred Stock, a
redemption price of $100.00 per share (except that
no share of the Thirteenth Series Preferred Stock
shall be redeemed on or before November 1, 1999), as
to the Series A Preferred Stock, a redemption price
of $27.68 per share if redeemed on or prior to July
1, 1984 (except that no share of the Series A
Preferred Stock shall be redeemed prior to July 1,
1984 if such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the Series A Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
11.2705% per annum), $27.01 per share if redeemed
subsequent to July 1, 1984 but on or prior to July
1, 1989, $26.34 per share if redeemed subsequent to
July 1, 1989 but on or prior to July 1, 1994, and
$25.67 per share if redeemed subsequent to July 1,
1994, as to the Series B Preferred Stock, a re
demption price of $28.28 per share if redeemed on or
prior to October 1, 1984 (except that no share of
the Series B Preferred Stock shall be redeemed prior
to October 1, 1984 if such redemption is for the
purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use,
directly or indirectly, of funds derived through the
issuance by the Corporation of stock ranking prior
to or on a parity with the Series B Preferred Stock
as to dividends or assets, if such borrowed funds
have an effective interest cost to the Corporation
(computed in accordance with generally accepted
financial practice) or such stock has an effective
dividend cost to the Corporation (so computed) of
less than 14.6103% per annum), $27.46 per share if
redeemed subsequent to October 1, 1984 but on or
prior to October 1, 1989, $26.64 per share if
redeemed subsequent to October 1, 1989 but on or
prior to October 1, 1994, and $25.82 per share if
redeemed subsequent to October 1, 1994, as to the
Series C Preferred Stock, a redemption price of
$28.80 per share if redeemed on or prior to November
1, 1985 (except that no share of the Series C
Preferred Stock shall be redeemed prior to November
1, 1985 if such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the Series C Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
16.0616% per annum), $27.85 per share if redeemed
subsequent to November 1, 1985 but on or prior to
November 1, 1990, $26.90 per share if redeemed
subsequent to November 1, 1990 but on or prior to
November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, as to the Series D
Preferred Stock, a redemption price of $28.68 per
share if redeemed on or prior to May 1, 1987 (except
that no share of the Series D Preferred Stock shall
be redeemed prior to May 1, 1987 if such redemption
is for the purpose or in anticipation of refunding
such share through the use, directly or indirectly,
of funds borrowed by the Corporation, or through the
use, directly or indirectly, of funds derived
through the issuance by the Corporation of stock
ranking prior to or on a parity with the Series D
Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to
the Corporation (computed in accordance with
generally accepted financial practice) or such stock
has an effective dividend cost to the Corporation
(so computed) of less than 15.4233% per annum),
$27.76 per share if redeemed subsequent to May 1,
1987 but on or prior to May 1, 1992, $26.84 per
share if redeemed subsequent to May 1, 1992 but on
or prior to May 1, 1997, and $25.92 per share if
redeemed subsequent to May 1, 1997, as to the Series
E Preferred Stock, a redemption price of $28.16 per
share if redeemed on or prior to February 1, 1988
(except that no share of the Series E Preferred
Stock shall be redeemed prior to February 1, 1988 if
such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the Series E Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
13.1942% per annum), $27.37 per share if redeemed
subsequent to February 1, 1988 but on or prior to
February 1, 1993, $26.58 per share if redeemed
subsequent to February 1, 1993 but on or prior to
February 1, 1998, and $25.79 per share if redeemed
subsequent to February 1, 1998, as to the Series F
Preferred Stock, a redemption price of $29.80 per
share if redeemed on or prior to August 1, 1985,
$29.27 per share if redeemed subsequent to August 1,
1985 but on or prior to August 1, 1986, $28.73 per
share if redeemed subsequent to August 1, 1986 but
on or prior to August 1, 1987, $28.20 per share if
redeemed subsequent to August 1, 1987 but on or
prior to August 1, 1988, $27.67 per share if
redeemed subsequent to August 1, 1988 but on or
prior to August 1, 1989, $27.13 per share if
redeemed subsequent to August 1, 1989 but on or
prior to August 1, 1990, $26.60 per share if
redeemed subsequent to August 1, 1990 but on or
prior to August 1, 1991, $26.07 per share if
redeemed subsequent to August 1, 1991 but on or
prior to August 1, 1992, $25.53 per share if
redeemed subsequent to August 1, 1992 but on or
prior to August 1, 1993, and $25.00 per share if
redeemed subsequent to August 1, 1993, provided,
however, that no share of the Series F Preferred
Stock shall be redeemed prior to August 1, 1989 if
such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the Series F Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
19.9171% per annum, and as to the Series G Preferred
Stock, a redemption price of $25.00 per share
(except that no share of the Series G Preferred
Stock shall be redeemed on or before August 1,
1996), and as to each additional series such
redemption price or prices, with such restrictions
or limitations, if any, on redemption or refunding,
as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the
Corporation providing for such series; plus, in each
case where applicable, an amount equivalent to the
accumulated and unpaid dividends, if any, to the
date fixed for redemption; provided that without the
vote of the issued and outstanding Common Stock, the
Thirteenth Series Preferred Stock shall be subject
to redemption as and for a sinking fund as follows:
on November 1, 2001 (such date being hereinafter
referred to as the "Thirteenth Series Sinking Fund
Redemption Date"), the Corporation shall redeem, out
of funds legally available therefor, all of the
shares of the Thirteenth Series Preferred Stock then
outstanding at the sinking fund redemption price of
$100 per share plus, as to each share so redeemed,
an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of redemption
(the obligation of the Corporation to redeem all of
the shares of the Thirteenth Series Preferred Stock
on the Thirteenth Series Sinking Fund Redemption
Date or, as hereinafter provided for, on any annual
anniversary thereof on which shares of the
Thirteenth Series Preferred Stock are outstanding
(each such annual anniversary being hereinafter
referred to as the "Thirteenth Series Sinking Fund
Redemption Date Annual Anniversary") being
hereinafter referred to as the "Thirteenth Series
Sinking Fund Obligation"); the Thirteenth Series
Sinking Fund Obligation shall be cumulative and if
on the Thirteenth Series Sinking Fund Redemption
Date, or on any Thirteenth Series Sinking Fund
Redemption Date Annual Anniversary, the Corporation
shall not have funds legally available therefor
sufficient to redeem all of the shares of the
Thirteenth Series Preferred Stock then outstanding,
the Thirteenth Series Sinking Fund Obligation with
respect to the shares not redeemed shall carry
forward to each successive Thirteenth Series Sinking
Fund Redemption Date Annual Anniversary until all of
the outstanding shares of the Thirteenth Series
Preferred Stock shall have been redeemed; if on the
Thirteenth Series Sinking Fund Redemption Date or on
any Thirteenth Series Sinking Fund Redemption Date
Annual Anniversary, the funds of the Corporation
legally available for the satisfaction of the
Thirteenth-Series Sinking Fund Obligation and all
other sinking fund and similar obligations then
existing with respect to any other class or series
of its stock ranking on a parity as to dividends or
assets with the Thirteenth Series Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Thirteenth Series Sinking
Fund Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Thirteenth Series Sinking Fund Obligation to
such Total Sinking Fund Obligation; and provided
that without the vote of the issued and outstanding
Common Stock, the Series A Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on July 1, 1984 and on each July 1
thereafter (each such date being hereinafter
referred to as a "Series A Sinking Fund Redemption
Date"), for so long as any shares of the Series A
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 120,000 shares of the Series A
Preferred Stock (or the number of shares then
outstanding if less than 120,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series A
Preferred Stock being hereinafter referred to as the
"Series A Sinking Fund Obligation"); the Series A
Sinking Fund Obligation shall be cumulative; if on
any Series A Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series A Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series A Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series A Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series A Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series A Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series A Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series A Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series A Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 120,000 additional shares of
the Series A Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series A Sinking Fund Obligation on any Series A
Sinking Fund Redemption Date any shares of the
Series A Preferred Stock (including shares of the
Series A Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series A Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series B Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on October 1, 1984 and on each October 1
thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 80,000 shares of the Series B
Preferred Stock (or the number of shares then
outstanding if less than 80,000) at the sinking fund
redemption price of $25 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series B
Preferred Stock being hereinafter referred to as the
"Series B Sinking Fund Obligation"); the Series B
Sinking Fund Obligation shall be cumulative; if on
any Series B Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series B Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series B Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series B Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series B Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series B Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series B Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 80,000 additional shares of
the Series B Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series B Sinking Fund Obligation on any Series B
Sinking Fund Redemption Date any shares of the
Series B Preferred Stock ( including shares of the
Series B Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series B Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series C Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on November 1, 1985 and on each November 1
thereafter (each such date being hereinafter
referred to as a "Series C Sinking Fund Redemption
Date"), for so long as any shares of the Series C
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 60,000 shares of the Series C
Preferred Stock (or the number of shares then
outstanding if less than 60,000) at the sinking fund
redemption price of $25 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series C
Preferred Stock being hereinafter referred to as the
"Series C Sinking Fund Obligation"); the Series C
Sinking Fund Obligation shall be cumulative; if on
any Series C Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series C Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series C Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series C Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series C Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series C Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series C Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series C Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 60,000 additional shares of
the Series C Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series C Sinking Fund Obligation on any Series C
Sinking Fund Redemption Date any shares of the
Series C Preferred Stock (including shares of the
Series C Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series C Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series D Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on May 1, 1987 and on each May 1 thereafter
(each such date being hereinafter referred to as a
"Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock
shall remain outstanding, the Corporation shall
redeem, out of funds legally available therefor,
100,000 shares of the Series D Preferred Stock (or
the number of shares then outstanding if less than
100,000) at the sinking fund redemption price of $25
per share plus, as to each share so redeemed, an
amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of redemption
(the obligation of the Corporation so to redeem the
shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking
Fund Obligation"); the Series D Sinking Fund
Obligation shall be cumulative; if on any Series D
Sinking Fund Redemption Date, the Corporation shall
not have funds legally available therefor sufficient
to redeem the full number of shares required to be
redeemed on that date, the Series D Sinking Fund
Obligation with respect to the shares not redeemed
shall carry forward to each successive Series D
Sinking Fund Redemption Date until such shares shall
have been redeemed; whenever on any Series D Sinking
Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the Series
D Sinking Fund Obligation and all other sinking fund
and similar obligations then existing with respect
to any other class or series of its stock ranking on
a parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient to
permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the
Corporation shall apply to the satisfaction of its
Series D Sinking Fund Obligation on that date that
proportion of such legally available funds which is
equal to the ratio of such Series D Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series D Sinking Fund Obligation,
the Corporation shall have the option, which shall
be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series D Sinking
Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 100,000 additional shares of
the Series D Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series D Sinking Fund Obligation on any Series D
Sinking Fund Redemption Date any shares of the
Series D Preferred Stock (including shares of the
Series D Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series D Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series E Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on February 1, 1988 and on each February 1
thereafter (each such date being hereinafter
referred to as a "Series E Sinking Fund Redemption
Date"), for so long as any shares of the Series E
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 150,000 shares of the Series E
Preferred Stock (or the number of shares then
outstanding if less than 150,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series E
Preferred Stock being hereinafter referred to as the
"Series E Sinking Fund Obligation"); the Series E
Sinking Fund Obligation shall be cumulative; if on
any Series E Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series E Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series E Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series E Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series E Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series E Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series E Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series E Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series E Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series E Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 150,000 additional shares of
the Series E Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series E Sinking Fund Obligation on any Series E
Sinking Fund Redemption Date any shares of the
Series E Preferred Stock (including shares of the
Series E Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series E
Preferred Stock redeemed pursuant to the Series E
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series E Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series F Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on August 1, 1990 and on each August 1
thereafter (each such date being hereinafter
referred to as a "Series F Sinking Fund Redemption
Date"), for so long as any shares of the Series F
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 400,000 shares of the Series F
Preferred Stock (or the number of shares then
outstanding if less than 400,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series F
Preferred Stock being hereinafter referred to as the
"Series F Sinking Fund Obligation"); the Series F
Sinking Fund Obligation shall be cumulative; if on
any Series F Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series F Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series F Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series F Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series F Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series F Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series F Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series F Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series F Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series F Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 400,000 additional shares of
the Series F Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series F Sinking Fund Obligation on any Series F
Sinking Fund Redemption Date any shares of the
Series F Preferred Stock (including shares of the
Series F Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series F
Preferred Stock redeemed pursuant to the Series F
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series F Sinking Fund Obligation.
The last sentence of paragraph (H) of Part III of
said Article 3 is amended to be and to read in its
entirety as follows:
So long as any of the Second through Thirteenth
Series Preferred Stock or any of the Series A,
Series B, Series C, Series D, Series E, Series F, or
Series G Preferred Stock remains outstanding, or
there remains outstanding any additional series of
Preferred Stock with respect to which the resolution
or resolutions of the Board of Directors of the
Corporation providing for same makes this sentence
applicable, at any time when the aggregate of all
amounts credited subsequent to January 1, 1953 to
the depreciation reserve account of the Corporation
and Louisiana Power & Light Company, a Florida
corporation, through charges to operating revenue
deductions or otherwise on the books of the
Corporation and Louisiana Power & Light Company, a
Florida corporation (other than transfers out of the
balance of surplus as of December 31, 1952), shall
be less than the amount computed as provided in
clause (aa) below, under requirements contained in
the Corporation's mortgage indentures, then for the
purposes of subparagraphs (a) and (b) above, in
determining the earnings available for Common Stock
dividends during any twelve-month period, the amount
to be provided for depreciation in that period shall
be (aa) the greater of the cumulative amount charged
to depreciation expense on the books of the
Corporation and Louisiana Power & Light Company, a
Florida corporation, or the cumulative amount
computed under requirements contained in the
Corporation's mortgage indentures relating to
minimum depreciation provisions (the latter
cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of
differing coexisting mortgage indenture
requirements) for the period from January 1, 1953 to
and including said twelvemonth period, less (bb) the
greater of the cumulative amount charged to
depreciation expense on the books of the Corporation
and Louisiana Power & Light Company, a Florida
corporation, or the cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation
provisions (the latter cumulative amount being the
aggregate of the largest amounts separately computed
for entire periods of differing coexisting mortgage
indenture requirements) from January 1, 1953 up to
but excluding said twelve-month period; provided
that in the event any company other than Louisiana
Power & Light Company, a Florida corporation, is
merged into the Corporation, the "cumulative amount
computed under requirements contained in the
Corporation's mortgage indentures relating to
minimum depreciation provisions" referred to above
shall be computed without regard, for the period
prior to the merger, of property acquired in the
merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation
and Louisiana Power & Light Company, a Florida
corporation", shall be exclusive of amounts provided
for such property prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of Incorpora
tion and Sections 24B(6) and 33A and E of Title 12 of the
Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of said
Louisiana Power & Light Company were not amended in any other
respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
24th day of October, 1991.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
By: /s/ T. O. Lind
T. O. Lind, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF ARKANSAS
COUNTY OF PULASKI
BEFORE ME, the undersigned authority, personally came and
appeared Gerald D. McInvale and T. O. Lind, to me known to be
a Senior Vice President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
/s/ T. O. Lind
T. O. Lind
Secretary
Sworn to and subscribed before me at
Little Rock, Pulaski County, Arkansas
on this 24th day of October, 1991.
/s/ Shirley Hunter
Notary Public for the County of
Pulaski, State of Arkansas
My Commission expires on March 1, 2001.
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On January 27, 1992 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:
Sub-paragraph (i) of paragraph (b) of Part I of said
Article 3 is amended to be and to read in its entirety as
follows:
(i) Said 4,500,000 shares of $100 Preferred
Stock shall be issuable in one or more series from
time to time; 2,305,000 of said shares of $100
Preferred Stock shall be divided into fourteen
series, one of which shall consist of 60,000 shares
of 4.96% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "First Series
Preferred Stock"), one of which shall consist of
70,000 shares of 4.16% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Second
Series Preferred Stock"), one of which shall consist
of 70,000 shares of 4.44% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Third Series Preferred Stock"), one of which
shall consist of 75,000 shares of 5.16% Preferred
Stock, Cumulative, $100 par value (hereinafter
sometimes called "Fourth Series Preferred Stock"),
one of which shall consist of 80,000 shares of 5.40%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Fifth Series
Preferred Stock"), one of which shall consist of
80,000 shares of 6.44% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Sixth
Series Preferred Stock"), one of which shall consist
of 70,000 shares of 9.52% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Seventh Series Preferred Stock"), one of
which shall consist of 100,000 shares of 7.84%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Eighth Series
Preferred Stock"), one of which shall consist of
100,000 shares of 7.36% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called "Ninth
Series Preferred Stock"), one of which shall consist
of 100,000 shares of 8.56% Preferred Stock,
Cumulative, $100 par value (hereinafter sometimes
called "Tenth Series Preferred Stock"), one of which
shall consist of 300,000 shares of 9.44% Preferred
Stock, Cumulative, $100 par value (hereinafter
sometimes called "Eleventh Series Preferred Stock"),
one of which shall consist of 350,000 shares of
11.48% Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Twelfth Series
Preferred Stock"), one of which shall consist of
350,000 shares of 8% Preferred Stock, Cumulative,
$100 par value (hereinafter sometimes called
"Thirteenth Series Preferred Stock"), and one of
which shall consist of 500,000 shares of 7%
Preferred Stock, Cumulative, $100 par value
(hereinafter sometimes called "Fourteenth Series Pre
ferred Stock"); and the remaining 2,195,000 of said
shares of $100 Preferred Stock may be divided into
and issued in additional series from time to time,
each such additional series to be provided for and
to be distinctively designated, and the issuance of
the shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock
shall have the same rank and shall have the same
relative rights except with respect to such
characteristics as are peculiar to or pertain only
to the particular class of such series and with
respect to the following characteristics:
(a) The number of shares to constitute
each such series and the distinctive
designation thereof;
(b) The annual rate or rates of dividends
payable on shares of such series and the date
from which such dividends shall commence to
accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking
fund requirements (if any) for the purchase or
redemption of shares of each series of
Preferred Stock other than the First through
Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b),
and (c) above are herein set forth with respect to
the First through Tenth Series Preferred Stock and
of clauses (a), (b), (c), and (d) above are herein
set forth with respect to the Eleventh, Twelfth,
Thirteenth, and Fourteenth Series Preferred Stock
and the Series A, Series B, Series C, Series D,
Series E, Series F, and Series G Preferred Stock,
and, with respect to each additional series of
Preferred Stock, the designation of the class
thereof and the different characteristics of clauses
(a), (b), (c), and (d) above shall be set forth in
the resolution or resolutions of the Board of
Directors of the Corporation providing for such
series.
Paragraph (A) of Part III of said Article 3 is
amended to be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but
only when and as declared by the Board of Directors,
out of funds legally available for the payment of
dividends, in preference to the Common Stock, to
dividends at the rate of 4.96% per annum on the
First Series Preferred Stock, at the rate of 4.16%
per annum on the Second Series Preferred Stock, at
the rate of 4.44% per annum on the Third Series
Preferred Stock, at the rate of 5.16% per annum on
the Fourth Series Preferred Stock, at the rate of
5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on
the Seventh Series Preferred Stock, at the rate of
7.84% per annum on the Eighth Series Preferred
Stock, at the rate of 7.36% per annum on the Ninth
Series Preferred Stock, at the rate of 8.56% per
annum on the Tenth Series Preferred Stock, at the
rate of 9.44% per annum on the Eleventh Series
Preferred Stock, at the rate of 11.48% per annum on
the Twelfth Series Preferred Stock, at the rate of
8% per annum on the Thirteenth Series Preferred
Stock, at the rate of 7% per annum on the Fourteenth
Series Preferred Stock, at the rate of 10.72% per
annum on the Series A Preferred Stock, at the rate
of 13.12% per annum on the Series B Preferred Stock,
at the rate of 15.20% per annum on the Series C
Preferred Stock, at the rate of 14.72% per annum on
the Series D Preferred Stock, at the rate of 12.64%
per annum on the Series E Preferred Stock, at the
rate of 19.20% per annum on the Series F Preferred
Stock, and at the rate of 9.68% per annum on the
Series G Preferred Stock, of the par value thereof,
and no more, and at such rate per annum on each
additional series as shall be fixed in and by the
resolution or resolutions of the Board of Directors
of the Corporation providing for the issuance of the
shares of such series, payable quarterly on February
1, May 1, August 1 and November 1 of each year to
stockholders of record as of a date, not exceeding
forty (40) days and not less than ten (10) days
preceding such dividend payment dates, to be fixed
by the Board of Directors, such dividends to be
cumulative from the last date to which dividends
upon the First through Tenth Series Preferred Stock
of Louisiana Power & Light Company, a Florida
corporation, are paid, with respect to the First
through Tenth Series Preferred Stock, from November
2, 1977 with respect to the Eleventh Series
Preferred Stock, from March 1, 1979 with respect to
the Twelfth Series Preferred Stock, from October 31,
1991 with respect to the Thirteenth Series Preferred
Stock, from February 4, 1992 with respect to the
Fourteenth Series Preferred Stock, from July 19,
1979 with respect to the Series A Preferred Stock,
from October 17, 1979 with respect to the Series B
Preferred Stock, from November 6, 1980 with respect
to the Series C Preferred Stock, from May 19, 1982
with respect to the Series D Preferred Stock, from
February 24, 1983 with respect to the Series E
Preferred Stock, from August 17, 1984 with respect
to the Series F Preferred Stock, from July 2, 1991
with respect to the Series G Preferred Stock, and
from such date with respect to each additional
series, if made cumulative in and by the resolution
or resolutions of the Board of Directors of the
Corporation providing for such series, as shall be
fixed in and by such resolution or resolutions,
provided that, if such resolution or resolutions so
provide, the first dividend payment date for any
such additional series may be the dividend payment
date next succeeding the dividend payment date
immediately following the issuance of the shares of
such series.
The first sentence of paragraph (G) of Part III of
said Article 3 is amended to be and to read in its
entirety as follows:
(G) Upon the affirmative vote of a majority of
the shares of the issued and outstanding Common
Stock at any annual meeting, or any. special meeting
called for that purpose, the Corporation may at any
time redeem all of any series of the Preferred Stock
or may from time to time redeem any part thereof, by
paying in cash, as to the First Series Preferred
Stock, a redemption price of $104.25 per share, as
to the Second Series Preferred Stock, a redemption
price of $104.21 per share, as to the Third Series
Preferred Stock, a redemption price of $104.06 per
share, as to the Fourth Series Preferred Stock, a
redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as
to the Seventh Series Preferred Stock, a redemption
price of $108.96 per share if redeemed on or prior
to November 1, 1980, $106.58 per share if redeemed
subsequent to November 1, 1980 but on or prior to
November 1, 1985, and $104.20 per share if redeemed
subsequent to November 1, 1985, as to the Eighth
Series Preferred Stock, a redemption price of
$107.70 per share if redeemed on or prior to April
1, 1981, $105.74 per share if redeemed subsequent to
April 1, 1981 but on or prior to April 1, 1986, and
$103.78 per share if redeemed subsequent to April 1,
1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on
or prior to January 1, 1982, $105.20 per share if
redeemed subsequent to January 1, 1982 but on or
prior to January 1, 1987, and $103.36 per share if
redeemed subsequent to January 1, 1987, as to the
Tenth Series Preferred Stock, a redemption price of
$107.42 per share if redeemed on or prior to March
1, 1984, $105.28 per share if redeemed subsequent to
March 1, 1984 but on or prior to March 1, 1989, and
$103.14 per share if redeemed subsequent to March 1,
1989, as to the Eleventh Series Preferred Stock, a
redemption price of $111.44 per share if redeemed on
or prior to November 1, 1982 (except that no share
of the Eleventh Series Preferred Stock shall be
redeemed prior to November 1, 1982 if such
redemption is for the purpose or in anticipation of
refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or
through the use, directly or indirectly, of funds
derived through the issuance by the Corporation of
stock ranking prior to or on a parity with the
Eleventh Series Preferred Stock as to dividends or
assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in
accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
9.4297% per annum), $109.08 per share if redeemed
subsequent to November 1, 1982 but on or prior to
November 1, 1987, $106.72 per share if redeemed
subsequent to November 1, 1987 but on or prior to
November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth
Series Preferred Stock, a redemption price of
$113.98 per share if redeemed on or prior to March
1, 1984 (except that no share of the Twelfth Series
Preferred Stock shall be redeemed prior to March 1,
1984 if such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the Twelfth Series Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
11.4560% per annum), $111.11 per share if redeemed
subsequent to March 1, 1984 but on or prior to March
1, 1989, $108.24 per share if redeemed subsequent to
March 1, 1989 but on or prior to March 1, 1994, and
$105.37 per share if redeemed subsequent to March 1,
1994, as to the Thirteenth Series Preferred Stock, a
redemption price of $100.00 per share (except that
no share of the Thirteenth Series Preferred Stock
shall be redeemed on or before November 1, 1999), as
to the Fourteenth Series Preferred Stock, a
redemption price of $100.00 per share (except that
no share of the Fourteenth Series Preferred Stock
shall be redeemed on or before February 1, 1998), as
to the Series A Preferred Stock, a redemption price
of $27.68 per share if redeemed on or prior to July
1, 1984 (except that no share of the Series A
Preferred Stock shall be redeemed prior to July 1,
1984 if such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the Series A Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
11.2705% per annum), $27.01 per share if redeemed
subsequent to July 1, 1984 but on or prior to July
1, 1989, $26.34 per share if redeemed subsequent to
July 1, 1989 but on or prior to July 1, 1994, and
$25.67 per share if redeemed subsequent to July 1,
1994, as to the Series B Preferred Stock, a
redemption price of $28.28 per share if redeemed on
or prior to October 1, 1984 (except that no share of
the Series B Preferred Stock shall be redeemed prior
to October 1, 1984 if such redemption is for the
purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use,
directly or indirectly, of funds derived through the
issuance by the Corporation of stock ranking prior
to or on a parity with the Series B Preferred Stock
as to dividends or assets, if such borrowed funds
have an effective interest cost to the Corporation
(computed in accordance with generally accepted
financial practice) or such stock has an effective
dividend cost to the Corporation (so computed) of
less than 14.6103% per annum), $27.46 per share if
redeemed subsequent to October 1, 1984 but on or
prior to October 1, 1989, $26.64 per share if
redeemed subsequent to October 1, 1989 but on or
prior to October 1, 1994, and $25.82 per share if
redeemed subsequent to October 1, 1994, as to the
Series C Preferred Stock, a redemption price of
$28.80 per share if redeemed on or prior to November
1, 1985 (except that no share of the Series C
Preferred Stock shall be redeemed prior to November
1, 1985 if such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the Series C Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
16.0616% per annum), $27.85 per share if redeemed
subsequent to November 1, 1985 but on or prior to
November 1, 1990, $26.90 per share if redeemed
subsequent to November 1, 1990 but on or prior to
November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, as to the Series D
Preferred Stock, a redemption price of $28.68 per
share if redeemed on or prior to May 1, 1987 (except
that no share of the Series D Preferred Stock shall
be redeemed prior to May 1, 1987 if such redemption
is for the purpose or in anticipation of refunding
such share through the use, directly or indirectly,
of funds borrowed by the Corporation, or through the
use, directly or indirectly, of funds derived
through the issuance by the Corporation of stock
ranking prior to or on a parity with the Series D
Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to
the Corporation (computed in accordance with
generally accepted financial practice) or such stock
has an effective dividend cost to the Corporation
(so computed) of less than 15.4233% per annum),
$27.76 per share if redeemed subsequent to May 1,
1987 but on or prior to May 1, 1992, $26.84 per
share if redeemed subsequent to May 1, 1992 but on
or prior to May 1, 1997, and $25.92 per share if
redeemed subsequent to May 1, 1997, as to the Series
E Preferred Stock, a redemption price of $28.16 per
share if redeemed on or prior to February 1, 1988
(except that no share of the Series E Preferred
Stock shall be redeemed prior to February 1, 1988 if
such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the Series E Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
13.1942% per annum), $27.37 per share if redeemed
subsequent to February 1, 1988 but on or prior to
February 1, 1993, $26.58 per share if redeemed
subsequent to February 1, 1993 but on or prior to
February 1, 1998, and $25.79 per share if redeemed
subsequent to February 1, 1998, as to the Series F
Preferred Stock, a redemption price of $29.80 per
share if redeemed on or prior to August 1, 1985,
$29.27 per share if redeemed subsequent to August 1,
1985 but on or prior to August 1, 1986, $28.73 per
share if redeemed subsequent to August 1, 1986 but
on or prior to August 1, 1987, $28.20 per share if
redeemed subsequent to August 1, 1987 but on or
prior to August 1, 1988, $27.67 per share if
redeemed subsequent to August 1, 1988 but on or
prior to August 1, 1989, $27.13 per share if
redeemed subsequent to August 1, 1989 but on or
prior to August 1, 1990, $26.60 per share if
redeemed subsequent to August 1, 1990 but on or
prior to August 1, 1991, $26.07 per share if
redeemed subsequent to August 1, 1991 but on or
prior to August 1, 1992, $25.53 per share if
redeemed subsequent to August 1, 1992 but on or
prior to August 1, 1993, and $25.00 per share if
redeemed subsequent to August 1, 1993, provided,
however, that no share of the Series F Preferred
Stock shall be redeemed prior to August 1, 1989 if
such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the Series F Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
19.9171% per annum, and as to the Series G Preferred
Stock, a redemption price of $25.00 per share
(except that no share of the Series G Preferred
Stock shall be redeemed on or before August 1,
1996), and as to each additional series such
redemption price or prices, with such restrictions
or limitations, if any, on redemption or refunding,
as shall be fixed in and by the resolution or
resolutions of the Board of Directors of the
Corporation providing for such series; plus, in each
case where applicable, an amount equivalent to the
accumulated and unpaid dividends, if any, to the
date fixed for redemption; provided that without the
vote of the issued and outstanding Common Stock, the
Thirteenth Series Preferred Stock shall be subject
to redemption as and for a sinking fund as follows:
on November 1, 2001 (such date being hereinafter
referred to as the "Thirteenth Series Sinking Fund
Redemption Date"), the Corporation shall redeem, out
of funds legally available therefor, all of the
shares of the Thirteenth Series Preferred Stock then
outstanding at the sinking fund redemption price of
$100 per share plus, as to each share so redeemed,
an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of redemption
(the obligation of the Corporation to redeem all of
the shares of the Thirteenth Series Preferred Stock
on the Thirteenth Series Sinking Fund Redemption
Date or, as hereinafter provided for, on any annual
anniversary thereof on which shares of the
Thirteenth Series Preferred Stock are outstanding
(each such annual anniversary being hereinafter
referred to as the "Thirteenth Series Sinking Fund
Redemption Date Annual Anniversary") being
hereinafter referred to as the "Thirteenth Series
Sinking Fund Obligation"); the Thirteenth Series
Sinking Fund Obligation shall be cumulative and if
on the Thirteenth Series Sinking Fund Redemption
Date, or on any Thirteenth Series Sinking Fund
Redemption Date Annual Anniversary, the Corporation
shall not have funds legally available therefor
sufficient to redeem all of the shares of the
Thirteenth Series Preferred Stock then outstanding,
the Thirteenth Series Sinking Fund Obligation with
respect to the shares not redeemed shall carry
forward to each successive Thirteenth Series Sinking
Fund Redemption Date Annual Anniversary until all of
the outstanding shares of the Thirteenth Series
Preferred Stock shall have been redeemed; if on the
Thirteenth Series Sinking Fund Redemption Date or on
any Thirteenth Series Sinking Fund Redemption Date
Annual Anniversary, the funds of the Corporation
legally available for the satisfaction of the
Thirteenth Series Sinking Fund Obligation and all
other sinking fund and similar obligations then
existing with respect to any other class or series
of its stock ranking on a parity as to dividends or
assets with the Thirteenth Series Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Thirteenth Series Sinking
Fund Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Thirteenth Series Sinking Fund Obligation to
such Total Sinking Fund Obligation; and provided
that without the vote of the issued and outstanding
Common Stock, the Fourteenth Series Preferred Stock
shall be subject to redemption as and for a sinking
fund as follows: on February 1, 1999 (such date
being hereinafter referred to as the "Fourteenth
Series Sinking Fund Redemption Date"), the
Corporation shall redeem, out of funds legally
available therefor, all of the shares of the
Fourteenth Series Preferred Stock then outstanding
at the sinking fund redemption price of $100 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation to redeem all of the
shares of the Fourteenth Series Preferred Stock on
the Fourteenth Series Sinking Fund Redemption Date
or, as hereinafter provided for, on any annual
anniversary thereof on which shares of the
Fourteenth Series Preferred Stock are outstanding
(each such annual anniversary being hereinafter
referred to as the "Fourteenth Series Sinking Fund
Redemption Date Annual Anniversary") being
hereinafter referred to as the "Fourteenth Series
Sinking Fund Obligation"); the Fourteenth Series
Sinking Fund Obligation shall be cumulative and if
on the Fourteenth Series Sinking Fund Redemption
Date, or on any Fourteenth Series Sinking Fund
Redemption Date Annual Anniversary, the Corporation
shall not have funds legally available therefor
sufficient to redeem all of the shares of the
Fourteenth Series Preferred Stock then outstanding,
the Fourteenth Series Sinking Fund Obligation with
respect to the shares not redeemed shall carry
forward to each successive Fourteenth Series Sinking
Fund Redemption Date Annual Anniversary until all of
the outstanding shares of the Fourteenth Series
Preferred Stock shall have been redeemed; if on the
Fourteenth Series Sinking Fund Redemption Date or on
any Fourteenth Series Sinking Fund Redemption Date
Annual Anniversary, the funds of the Corporation
legally available for the satisfaction of the
Fourteenth Series Sinking Fund Obligation and all
other sinking fund and similar obligations then
existing with respect to any other class or series
of its stock ranking on a parity as to dividends or
assets with the Fourteenth Series Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Fourteenth Series Sinking
Fund Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Fourteenth Series Sinking Fund Obligation to
such Total Sinking Fund Obligation; and provided
that without the vote of the issued and outstanding
Common Stock, the Series A Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on July 1, 1984 and on each July 1
thereafter (each such date being hereinafter
referred to as a "Series A Sinking Fund Redemption
Date"), for so long as any shares of the Series A
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 120,000 shares of the Series A
Preferred Stock (or the number of shares then
outstanding if less than 120,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series A
Preferred Stock being hereinafter referred to as the
"Series A Sinking Fund Obligation"); the Series A
Sinking Fund Obligation shall be cumulative; if on
any Series A Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series A Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series A Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series A Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series A Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series A Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series A Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series A Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series A Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 120,000 additional shares of
the Series A Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series A Sinking Fund Obligation on any Series A
Sinking Fund Redemption Date any shares of the
Series A Preferred Stock (including shares of the
Series A Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series A Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series B Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on October 1, 1984 and on each October 1
thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 80,000 shares of the Series B
Preferred Stock (or the number of shares then
outstanding if less than 80,000) at the sinking fund
redemption price of $25 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series B
Preferred Stock being hereinafter referred to as the
"Series B Sinking Fund Obligation"); the Series B
Sinking Fund Obligation shall be cumulative; if on
any Series B Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series B Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series B Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series B Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series B Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series B Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series B Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 80,000 additional shares of
the Series B Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series B Sinking Fund Obligation on any Series B
Sinking Fund Redemption Date any shares of the
Series B Preferred Stock (including shares of the
Series B Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series B Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series C Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on November 1, 1985 and on each November 1
thereafter (each such date being hereinafter
referred to as a "Series C Sinking Fund Redemption
Date"), for so long as any shares of the Series C
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 60,000 shares of the Series C
Preferred Stock (or the number of shares then
outstanding if less than 60,000) at the sinking fund
redemption price of $25 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series C
Preferred Stock being hereinafter referred to as the
"Series C Sinking Fund Obligation"); the Series C
Sinking Fund Obligation shall be cumulative; if on
any Series C Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series C Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series C Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series C Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series C Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to divi
dends or assets with the Series C Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series C Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series C Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series C Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 60,000 additional shares of
the Series C Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series C Sinking Fund Obligation on any Series C
Sinking Fund Redemption Date any shares of the
Series C Preferred Stock (including shares of the
Series C Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series C Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series D Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on May 1, 1987 and on each May 1 thereafter
(each such date being hereinafter referred to as a
"Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock
shall remain outstanding, the Corporation shall
redeem, out of funds legally available therefor,
100,000 shares of the Series D Preferred Stock (or
the number of shares then outstanding if less than
100,000) at the sinking fund redemption price of $25
per share plus, as to each share so redeemed, an
amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of redemption
(the obligation of the Corporation so to redeem the
shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking
Fund Obligation"); the Series D Sinking Fund
Obligation shall be cumulative; if on any Series D
Sinking Fund Redemption Date, the Corporation shall
not have funds legally available therefor sufficient
to redeem the full number of shares required to be
redeemed on that date, the Series D Sinking Fund
Obligation with respect to the shares not redeemed
shall carry forward to each successive Series D
Sinking Fund Redemption Date until such shares shall
have been redeemed; whenever on any Series D Sinking
Fund Redemption Date, the funds of the Corporation
legally available for the satisfaction of the Series
D Sinking Fund Obligation and all other sinking fund
and similar obligations then existing with respect
to any other class or series of its stock ranking on
a parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient to
permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the
Corporation shall apply to the satisfaction of its
Series D Sinking Fund Obligation on that date that
proportion of such legally available funds which is
equal to the ratio of such Series D Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series D Sinking Fund Obligation,
the Corporation shall have the option, which shall
be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series D Sinking
Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 100,000 additional shares of
the Series D Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series D Sinking Fund Obligation on any Series D
Sinking Fund Redemption Date any shares of the
Series D Preferred Stock (including shares of the
Series D Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series D Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series E Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on February 1, 1988 and on each February 1
thereafter (each such date being hereinafter
referred to as a "Series E Sinking Fund Redemption
Date"), for so long as any shares of the Series E
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 150,000 shares of the Series E
Preferred Stock (or the number of shares then
outstanding if less than 150,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series E
Preferred Stock being hereinafter referred to as the
"Series E Sinking Fund Obligation"); the Series E
Sinking Fund Obligation shall be cumulative; if on
any Series E Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series E Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series E Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series E Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series E Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series E Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series E Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series E Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series E Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series E Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 150,000 additional shares of
the Series E Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series E Sinking Fund Obligation on any Series E
Sinking Fund Redemption Date any shares of the
Series E Preferred Stock (including shares of the
Series E Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series E
Preferred Stock redeemed pursuant to the Series E
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series E Sinking Fund Obligation; and provided that
without the vote of the issued and outstanding
Common Stock, the Series F Preferred Stock shall be
subject to redemption as and for a sinking fund as
follows: on August 1, 1990 and on each August 1
thereafter (each such date being hereinafter
referred to as a "Series F Sinking Fund Redemption
Date"), for so long as any shares of the Series F
Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally
available therefor, 400,000 shares of the Series F
Preferred Stock (or the number of shares then
outstanding if less than 400,000) at the sinking
fund redemption price of $25 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series F
Preferred Stock being hereinafter referred to as the
"Series F Sinking Fund Obligation"); the Series F
Sinking Fund Obligation shall be cumulative; if on
any Series F Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
Series F Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series F Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever
on any Series F Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the Series F Sinking Fund Obligation
and all other sinking fund and similar obligations
then existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the Series F Preferred
Stock (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking
Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply
to the satisfaction of its Series F Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Series F Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Series F Sinking Fund Obligation, the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series F Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 400,000 additional shares of
the Series F Preferred Stock; the Corporation shall
be entitled, at its election, to credit against its
Series F Sinking Fund Obligation on any Series F
Sinking Fund Redemption Date any shares of the
Series F Preferred Stock (including shares of the
Series F Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the Series F
Preferred Stock redeemed pursuant to the Series F
Sinking Fund Obligation, purchased or otherwise
acquired and not previously credited against the
Series F Sinking Fund Obligation.
The last sentence of paragraph (H) of Part III of
said Article 3 is amended to be and to read in its
entirety as follows:
So long as any of the Second through Fourteenth
Series Preferred Stock or any of the Series A,
Series B, Series C, Series D, Series E, Series F, or
Series G Preferred Stock remains outstanding, or
there remains outstanding any additional series of
Preferred Stock with respect to which the resolution
or resolutions of the Board of Directors of the
Corporation providing for same makes this sentence
applicable, at any time when the aggregate of all
amounts credited subsequent to January 1, 1953 to
the depreciation reserve account of the Corporation
and Louisiana Power & Light Company, a Florida
corporation, through charges to operating revenue
deductions or otherwise on the books of the
Corporation and Louisiana Power & Light Company, a
Florida corporation (other than transfers out of the
balance of surplus as of December 31, 1952), shall
be less than the amount computed as provided in
clause (aa) below, under requirements contained in
the Corporation's mortgage indentures, then for the
purposes of subparagraphs (a) and (b) above, in
determining the earnings available for Common Stock
dividends during any twelve-month period, the amount
to be provided for depreciation in that period shall
be (aa) the greater of the cumulative amount charged
to depreciation expense on the books of the
Corporation and Louisiana Power & Light Company, a
Florida corporation, or the cumulative amount
computed under requirements contained in the
Corporation's mortgage indentures relating to
minimum depreciation provisions (the latter
cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of
differing coexisting mortgage indenture
requirements) for the period from January 1, 1953 to
and including said twelve-month period, less (bb)
the greater of the cumulative amount charged to
depreciation expense on the books of the Corporation
and Louisiana Power & Light Company, a Florida
corporation, or the cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provi
sions (the latter cumulative amount being the
aggregate of the largest amounts separately computed
for entire periods of differing coexisting mortgage
indenture requirements) from January 1, 1953 up to
but excluding said twelve-month period; provided
that in the event any company other than Louisiana
Power & Light Company, a Florida corporation, is
merged into the Corporation, the "cumulative amount
computed under requirements contained in the
Corporation's mortgage indentures relating to
minimum depreciation provisions" referred to above
shall be computed without regard, for the period
prior to the merger, of property acquired in the
merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation
and Louisiana Power & Light Company, a Florida
corporation", shall be exclusive of amounts provided
for such property prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of Incorpora
tion and Sections 24B(6) and 33A and E of Title 12 of the
Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
27th day of January, 1992.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
By: /s/ T. O. Lind
T. O. Lind, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared Gerald D. McInvale and T. O. Lind, to me known to be
a Senior Vice President and the Secretary, respectively, of
Louisiana Power & Light Company and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said Louisiana Power &
Light Company, as its and their free act and deed, being
thereunto duly authorized.
/s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
/s/ T. O. Lind
T. O. Lind, Secretary
Sworn to and subscribed before me at
New Orleans, Orleans Parish, Louisiana,
on this 27th day of January, 1992.
/s/ Melvin I. Schwartzman
Melvin I. Schwartzman,
Notary Public in and for the
Parish of Orleans,
State of Louisiana
My Commission is issued for life.
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
of
LOUISIANA POWER & LIGHT COMPANY
On October 22, 1992 the Board of Directors of Louisiana
Power & Light Company, a corporation organized and existing
under the laws of the State of Louisiana, at a meeting of said
Board of Directors duly convened and held, with a quorum
present and acting throughout, by resolutions unanimously
adopted, amended Article 3 of the Restated Articles of
Incorporation, as amended, of said corporation as follows:
Sub-paragraph (ii) of paragraph (b) of Part I of
said Article 3 is amended to be and to read in its
entirety as follows:
(ii) Said 22,000,000 shares of $25 Preferred
Stock shall be issuable in one or more series from
time to time; one series of $25 Preferred Stock
shall consist of 2,400,000 shares of 10.72%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series A Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 1,600,000 shares of 13.12% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series B Preferred Stock"), one
series of $25 Preferred Stock shall consist of
1,200,000 shares of 15.20% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series C Preferred Stock"), one series of
$25 Preferred Stock shall consist of 2,000,000
shares of 14.72% Preferred Stock, Cumulative, $25
par value (hereinafter sometimes called "Series D
Preferred Stock"), one series of $25 Preferred Stock
shall consist of 3,000,000 shares of 12.64%
Preferred Stock, Cumulative, $25 par value
(hereinafter sometimes called "Series E Preferred
Stock"), one series of $25 Preferred Stock shall
consist of 2,000,000 shares of 19.20% Preferred
Stock, Cumulative, $25 par value (hereinafter
sometimes called "Series F Preferred Stock"), one
series of $25 Preferred Stock shall consist of
2,000,000 shares of 9.68% Preferred Stock,
Cumulative, $25 par value (hereinafter sometimes
called "Series G Preferred Stock"), and one series
of $25 Preferred Stock shall consist of 1,480,000
shares of 8% Preferred Stock, Cumulative, $25 par
value (hereinafter sometimes called "Series H
Preferred Stock"); and the remaining 6,320,000 of
said shares of $25 Preferred Stock may be divided
into and issued in additional series from time to
time, each such additional series to be provided for
and to be distinctively designated, and the issuance
of the shares of each such additional series to be
authorized, in and by a resolution or resolutions to
be adopted by the Board of Directors of the
Corporation in accordance with the provisions
hereof.
The second sentence of Part II of said Article 3 is
amended to be and to read in its entirety as follows:
The shares of each series of Preferred Stock shall
have the same rank and shall have the same relative
rights except with respect to such characteristics as are
peculiar to or pertain only to the particular class of
such series and with respect to the following
characteristics:
(a) The number of shares to constitute each
such series and the distinctive designation thereof;
(b) The annual rate or rates of dividends
payable on shares of such series and the date from
which such dividends shall commence to accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of the sinking fund
requirements (if any) for the purchase or redemption
of shares of each series of Preferred Stock other
than the First through Tenth Series Preferred Stock;
which different characteristics of clauses (a), (b), and
(c) above are herein set forth with respect to the First
through Tenth Series Preferred Stock and of clauses (a),
(b), (c), and (d) above are herein set forth with respect
to the Eleventh, Twelfth, Thirteenth, and Fourteenth
Series Preferred Stock and the Series A, Series B, Series
C, Series D, Series E, Series F, Series G and Series H
Preferred Stock, and, with respect to each additional
series of Preferred Stock, the designation of the class
thereof and the different characteristics of clauses (a),
(b), (c), and (d) above shall be set forth in the
resolution or resolutions of the Board of Directors of
the Corporation providing for such series.
Paragraph (A) of Part III of said Article 3 is amended to
be and to read in its entirety as follows:
(A) The Preferred Stock shall be entitled, but only
when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, in
preference to the Common Stock, to dividends at the rate
of 4.96% per annum on the First Series Preferred Stock,
at the rate of 4.16% per annum on the Second Series
Preferred Stock, at the rate of 4.44% per annum on the
Third Series Preferred Stock, at the rate of 5.16% per
annum on the Fourth Series Preferred Stock, at the rate
of 5.40% per annum on the Fifth Series Preferred Stock,
at the rate of 6.44% per annum on the Sixth Series
Preferred Stock, at the rate of 9.52% per annum on the
Seventh Series Preferred Stock, at the rate of 7.84% per
annum on the Eighth Series Preferred Stock, at the rate
of 7.36% per annum on the Ninth Series Preferred Stock,
at the rate of 8.56% per annum on the Tenth Series
Preferred Stock, at the rate of 9.44% per annum on the
Eleventh Series Preferred Stock, at the rate of 11.48%
per annum on the Twelfth Series Preferred Stock, at the
rate of 8% per annum on the Thirteenth Series Preferred
Stock, at the rate of 7% per annum on the Fourteenth
Series Preferred Stock, at the rate of 10.72% per annum
on the Series A Preferred Stock, at the rate of 13.12%
per annum on the Series B Preferred Stock, at the rate of
15.20% per annum on the Series C Preferred Stock, at the
rate of 14.72% per annum on the Series D Preferred Stock,
at the rate of 12.64% per annum on the Series E Preferred
Stock, at the rate of 19.20% per annum on the Series F
Preferred Stock, at the rate of 9.68% per annum on the
Series G Preferred Stock, and at the rate of 8% per annum
on the Series H Preferred Stock, of the par value
thereof, and no more, and at such rate per annum on each
additional series as shall be fixed in and by the
resolution or resolutions of the Board of Directors of
the Corporation providing for the issuance of the shares
of such series, payable quarterly on February 1, May 1,
August 1 and November 1 of each year to stockholders of
record as of a date, not exceeding forty (40) days and
not less than ten (10) days preceding such dividend
payment dates, to be fixed by the Board of Directors,
such dividends to be cumulative from the last date to
which dividends upon the First through Tenth Series
Preferred Stock of Louisiana Power & Light Company, a
Florida corporation, are paid, with respect to the First
through Tenth Series Preferred Stock, from November 2,
1977 with respect to the Eleventh Series Preferred Stock,
from March 1, 1979 with respect to the Twelfth Series
Preferred Stock, from October 31, 1991 with respect to
the Thirteenth Series Preferred Stock, from February 4,
1992 with respect to the Fourteenth Series Preferred
Stock, from July 19, 1979 with respect to the Series A
Preferred Stock, from October 17, 1979 with respect to
the Series B Preferred Stock, from November 6, 1980 with
respect to the Series C Preferred Stock, from May 19,
1982 with respect to the Series D Preferred Stock, from
February 24, 1983 with respect to the Series E Preferred
Stock, from August 17, 1984 with respect to the Series F
Preferred Stock, from July 2, 1991 with respect to the
Series G Preferred Stock, from October 29, 1992 with
respect to the Series H Preferred Stock, and from such
date with respect to each additional series, if made
cumulative in and by the resolution or resolutions of the
Board of Directors of the Corporation providing for such
series, as shall be fixed in and by such resolution or
resolutions, provided that, if such resolution or
resolutions so provide, the first dividend payment date
for any such additional series may be the dividend
payment date next succeeding the dividend payment date
immediately following the issuance of the shares of such
series.
The first sentence of paragraph (G) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
(G) Upon the affirmative vote of a majority of the
shares of the issued and outstanding Common Stock at any
annual meeting, or any special meeting called for that
purpose, the Corporation may at any time redeem all of
any series of the Preferred Stock or may from time to
time redeem any part thereof, by paying in cash, as to
the First Series Preferred Stock, a redemption price of
$104.25 per share, as to the Second Series Preferred
Stock, a redemption price of $104.21 per share, as to the
Third Series Preferred Stock, a redemption price of
$104.06 per share, as to the Fourth Series Preferred
Stock, a redemption price of $104.18 per share, as to the
Fifth Series Preferred Stock, a redemption price of
$103.00 per share, as to the Sixth Series Preferred
Stock, a redemption price of $102.92 per share, as to the
Seventh Series Preferred Stock, a redemption price of
$108.96 per share if redeemed on or prior to November 1,
1980, $106.58 per share if redeemed subsequent to
November 1, 1980 but on or prior to November 1, 1985, and
$104.20 per share if redeemed subsequent to November 1,
1985, as to the Eighth Series Preferred Stock, a
redemption price of $107.70 per share if redeemed on or
prior to April 1, 1981, $105.74 per share if redeemed
subsequent to April 1, 1981 but on or prior to April 1,
1986, and $103.78 per share if redeemed subsequent to
April 1, 1986, as to the Ninth Series Preferred Stock, a
redemption price of $107.04 per share if redeemed on or
prior to January 1, 1982, $105.20 per share if redeemed
subsequent to January 1, 1982 but on or prior to January
1, 1987, and $103.36 per share if redeemed subsequent to
January 1, 1987, as to the Tenth Series Preferred Stock,
a redemption price of $107.42 per share if redeemed on or
prior to March 1, 1984, $105.28 per share if redeemed
subsequent to March 1, 1984 but on or prior to March 1,
1989, and $103.14 per share if redeemed subsequent to
March 1, 1989, as to the Eleventh Series Preferred Stock,
a redemption price of $111.44 per share if redeemed on or
prior to November 1, 1982 (except that no share of the
Eleventh Series Preferred Stock shall be redeemed prior
to November 1, 1982 if such redemption is for the purpose
or in anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the
Eleventh Series Preferred Stock as to dividends or
assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has
an effective dividend cost to the Corporation (so
computed) of less than 9.4297% per annum), $109.08 per
share if redeemed subsequent to November 1, 1982 but on
or prior to November 1, 1987, $106.72 per share if
redeemed subsequent to November 1, 1987 but on or prior
to November 1, 1992, and $104.36 per share if redeemed
subsequent to November 1, 1992, as to the Twelfth Series
Preferred Stock, a redemption price of $113.98 per share
if redeemed on or prior to March 1, 1984 (except that no
share of the Twelfth Series Preferred Stock shall be
redeemed prior to March 1, 1984 if such redemption is for
the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a parity
with the Twelfth Series Preferred Stock as to dividends
or assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice) or such stock
has an effective dividend cost to the Corporation (so com
puted) of less than 11.4560% per annum), $111.11 per
share if redeemed subsequent to March 1, 1984 but on or
prior to March 1, 1989, $108.24 per share if redeemed
subsequent to March 1, 1989 but on or prior to March 1,
1994, and $105.37 per share if redeemed subsequent to
March 1, 1994, as to the Thirteenth Series Preferred
Stock, a redemption price of $100.00 per share (except
that no share of the Thirteenth Series Preferred Stock
shall be redeemed on or before November 1, 1999), as to
the Fourteenth Series Preferred Stock, a redemption price
of $100.00 per share (except that no share of the
Fourteenth Series Preferred Stock shall be redeemed on or
before February 1, 1998), as to the Series A Preferred
Stock, a redemption price of $27.68 per share if redeemed
on or prior to July 1, 1984 (except that no share of the
Series A Preferred Stock shall be redeemed prior to July
1, 1984 if such redemption is for the purpose or in
anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the Series
A Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than 11.2705% per annum), $27.01 per share if
redeemed subsequent to July 1, 1984 but on or prior to
July 1, 1989, $26.34 per share if redeemed subsequent to
July 1, 1989 but on or prior to July 1, 1994, and $25.67
per share if redeemed subsequent to July 1, 1994, as to
the Series B Preferred Stock, a redemption price of
$28.28 per share if redeemed on or prior to October 1,
1984 (except that no share of the Series B Preferred
Stock shall be redeemed prior to October 1, 1984 if such
redemption is for the purpose or in anticipation of
refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or
through the use, directly or indirectly, of funds derived
through the issuance by the Corporation of stock ranking
prior to or on a parity with the Series B Preferred Stock
as to dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or
such stock has an effective dividend cost to the
Corporation (so computed) of less than 14.6103% per
annum), $27.46 per share if redeemed subsequent to
October 1, 1984 but on or prior to October 1, 1989,
$26.64 per share if redeemed subsequent to October 1,
1989 but on or prior to October 1, 1994, and $25.82 per
share if redeemed subsequent to October 1, 1994, as to
the Series C Preferred Stock, a redemption price of
$28.80 per share if redeemed on or prior to November 1,
1985 (except that no share of the Series C Preferred
Stock shall be redeemed prior to November 1, 1985 if such
redemption is for the purpose or in anticipation of
refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or
through the use, directly
or indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a parity
with the Series C Preferred Stock as to dividends or
assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has
an effective dividend cost to the Corporation (so
computed) of less than 16.0616% per annum), $27.85 per
share if redeemed subsequent to November 1, 1985 but on
or prior to November 1, 1990, $26.90 per share if
redeemed subsequent to November 1, 1990 but on or prior
to November 1, 1995, and $25.95 per share if redeemed
subsequent to November 1, 1995, as to the Series D
Preferred Stock, a redemption price of $28.68 per share
if redeemed on or prior to May 1, 1987 (except that no
share of the Series D Preferred Stock shall be redeemed
prior to May 1, 1987 if such redemption is for the
purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use, directly
or indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a parity
with the Series D Preferred Stock as to dividends or
assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has
an effective dividend cost to the Corporation (so
computed) of less than 15.4233% per annum), $27.76 per
share if redeemed subsequent to May 1, 1987 but on or
prior to May 1, 1992, $26.84 per share if redeemed
subsequent to May 1, 1992 but on or prior to May 1, 1997,
and $25.92 per share if redeemed subsequent to May 1,
1997, as to the Series E Preferred Stock, a redemption
price of $28.16 per share if redeemed on or prior to
February 1, 1988 (except that no share of the Series E
Preferred Stock shall be redeemed prior to February 1,
1988 if such redemption is for the purpose or in
anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the Series
E Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than 13.1942% per annum), $27.37 per share if
redeemed subsequent to February 1, 1988 but on or prior
to February 1, 1993, $26.58 per share if redeemed
subsequent to February 1, 1993 but on or prior to
February 1, 1998, and $25.79 per share if redeemed
subsequent to February 1, 1998, as to the Series F
Preferred Stock, a redemption price of $29.80 per share
if redeemed on or prior to August 1, 1985, $29.27 per
share if redeemed subsequent to August 1, 1985 but on or
prior to August 1, 1986, $28.73 per share if redeemed
subsequent to August 1, 1986 but on or prior to August 1,
1987, $28.20 per share if redeemed subsequent to August
1, 1987 but on or prior to August 1, 1988, $27.67 per
share if redeemed subsequent to August 1, 1988 but on or
prior to August 1, 1989, $27.13 per share if redeemed
subsequent to August 1, 1989 but on or prior to August 1,
1990, $26.60 per share if redeemed subsequent to August
1, 1990 but on or prior to August 1, 1991, $26.07 per
share if redeemed subsequent to August 1, 1991 but on or
prior to August 1, 1992, $25.53 per share if redeemed
subsequent to August 1, 1992 but on or prior to August 1,
1993, and $25.00 per share if redeemed subsequent to
August 1, 1993, provided, however, that no share of the
Series F Preferred Stock shall be redeemed prior to
August 1, 1989 if such redemption is for the purpose or
in anticipation of refunding such share through the use,
directly or indirectly, of funds borrowed by the
Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation
of stock ranking prior to or on a parity with the Series
F Preferred Stock as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than 19.9171% per annum, as to the Series G
Preferred Stock, a redemption price of $25.00 per share
(except that no share of the Series G Preferred Stock
shall be redeemed on or before August 1, 1996), and as to
the Series H Preferred Stock, a redemption price of
$25.00 per share (except that no share of the Series H
Preferred Stock shall be redeemed on or before October 1,
1997), and as to each additional series such redemption
price or prices, with such restrictions or limitations,
if any, on redemption or refunding, as shall be fixed in
and by the resolution or resolutions of the Board of
Directors of the Corporation providing for such series;
plus, in each case where applicable, an amount equivalent
to the accumulated and unpaid dividends, if any, to the
date fixed for redemption; provided that without the vote
of the issued and outstanding Common Stock, the
Thirteenth Series Preferred Stock shall be subject to
redemption as and for a sinking fund as follows: on
November 1, 2001 (such date being hereinafter referred to
as the "Thirteenth Series Sinking Fund Redemption Date"),
the Corporation shall redeem, out of funds legally
available therefor, all of the shares of the Thirteenth
Series Preferred Stock then outstanding at the sinking
fund redemption price of $100 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation to
redeem all of the shares of the Thirteenth Series
Preferred Stock on the Thirteenth Series Sinking Fund
Redemption Date or, as hereinafter provided for, on any
annual anniversary thereof on which shares of the
Thirteenth Series Preferred Stock are outstanding (each
such annual anniversary being hereinafter referred to as
the "Thirteenth Series Sinking Fund Redemption Date
Annual Anniversary") being hereinafter referred to as the
"Thirteenth Series Sinking Fund Obligation"); the
Thirteenth Series Sinking Fund Obligation shall be
cumulative and if on the Thirteenth Series Sinking Fund
Redemption Date, or on any Thirteenth Series Sinking Fund
Redemption Date Annual Anniversary, the Corporation shall
not have funds legally available therefor sufficient to
redeem all of the shares of the Thirteenth Series
Preferred Stock then outstanding, the Thirteenth Series
Sinking Fund Obligation with respect to the shares not
redeemed shall carry forward to each successive
Thirteenth Series Sinking Fund Redemption Date Annual
Anniversary until all of the outstanding shares of the
Thirteenth Series Preferred Stock shall have been
redeemed; if on the Thirteenth Series Sinking Fund
Redemption Date or on any Thirteenth Series Sinking Fund
Redemption Date Annual Anniversary, the funds of the
Corporation legally available for the satisfaction of the
Thirteenth Series Sinking Fund Obligation and all other
sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking
on a parity as to dividends or assets with the Thirteenth
Series Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Thirteenth Series Sinking Fund
Obligation on that date that proportion of such legally
available funds which is equal to the ratio of such
Thirteenth Series Sinking Fund Obligation to such Total
Sinking Fund Obligation; and provided that without the
vote of the issued and outstanding Common Stock, the
Fourteenth Series Preferred Stock shall be subject to
redemption as and for a sinking fund as follows: on
February 1, 1999 (such date being hereinafter referred to
as the "Fourteenth Series Sinking Fund Redemption Date"),
the Corporation shall redeem, out of funds legally
available therefor, all of the shares of the Fourteenth
Series Preferred Stock then outstanding at the sinking
fund redemption price of $100 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation to
redeem all of the shares of the Fourteenth Series
Preferred Stock on the Fourteenth Series Sinking Fund
Redemption Date or, as hereinafter provided for, on any
annual anniversary thereof on which shares of the
Fourteenth Series Preferred Stock are outstanding (each
such annual anniversary being hereinafter referred to as
the "Fourteenth Series Sinking Fund Redemption Date
Annual Anniversary") being hereinafter referred to as the
"Fourteenth Series Sinking Fund Obligation"); the
Fourteenth Series Sinking Fund Obligation shall be
cumulative and if on the Fourteenth Series Sinking Fund
Redemption Date, or on any Fourteenth Series Sinking Fund
Redemption Date Annual Anniversary, the Corporation shall
not have funds legally available therefor sufficient to
redeem all of the shares of the Fourteenth Series
Preferred Stock then outstanding, the Fourteenth Series
Sinking Fund Obligation with respect to the shares not
redeemed shall carry forward to each successive
Fourteenth Series Sinking Fund Redemption Date Annual
Anniversary until all of the outstanding shares of the
Fourteenth Series Preferred Stock shall have been
redeemed; if on the Fourteenth Series Sinking Fund
Redemption Date or on any Fourteenth Series Sinking Fund
Redemption Date Annual Anniversary, the funds of the
Corporation legally available for the satisfaction of the
Fourteenth Series Sinking Fund Obligation and all other
sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking
on a parity as to dividends or assets with the Fourteenth
Series Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Fourteenth Series Sinking Fund
Obligation on that date that proportion of such legally
available funds which is equal to the ratio of such
Fourteenth Series Sinking Fund Obligation to such Total
Sinking Fund Obligation; and provided that without the
vote of the issued and outstanding Common Stock, the
Series A Preferred Stock shall be subject to redemption
as and for a sinking fund as follows: on July 1, 1984 and
on each July 1 thereafter (each such date being
hereinafter referred to as a "Series A Sinking Fund
Redemption Date"), for so long as any shares of the
Series A Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 120,000 shares of the Series A Preferred Stock
(or the number of shares then outstanding if less than
120,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series A Preferred Stock being hereinafter referred
to as the "Series A Sinking Fund Obligation" ); the
Series A Sinking Fund Obligation shall be cumulative; if
on any Series A Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of shares
required to be redeemed on that date, the Series A
Sinking Fund Obligation with respect to the shares not
redeemed shall carry forward to each successive Series A
Sinking Fund Redemption Date until such shares shall have
been redeemed; whenever on any Series A Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series A Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series A Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series A Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series A Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series A Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series A Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 120, 000 additional shares of the Series A
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series A Sinking Fund
Obligation on any Series A Sinking Fund Redemption Date
any shares of the Series A Preferred Stock (including
shares of the Series A Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series A
Preferred Stock redeemed pursuant to the Series A Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series A Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series B
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on October 1, 1984 and on each
October 1 thereafter (each such date being hereinafter
referred to as a "Series B Sinking Fund Redemption
Date"), for so long as any shares of the Series B
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
80,000 shares of the Series B Preferred Stock (or the
number of shares then outstanding if less than 80,000) at
the sinking fund redemption price of $25 per share plus,
as to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so
to redeem the shares of the Series B Preferred Stock
being hereinafter referred to as the "Series B Sinking
Fund Obligation"); the Series B Sinking Fund Obligation
shall be cumulative; if on any Series B Sinking Fund
Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date,
the Series B Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series B Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series B Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series B Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series B
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series B Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series B
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series B Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series B Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 80,000 additional shares of the Series B
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series B Sinking Fund
Obligation on any Series B Sinking Fund Redemption Date
any shares of the Series B Preferred Stock (including
shares of the Series B Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series B
Preferred Stock redeemed pursuant to the Series B Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series B Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series C
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on November 1, 1985 and on
each November 1 thereafter (each such date being
hereinafter referred to as a "Series C Sinking Fund
Redemption Date"), for so long as any shares of the
Series C Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 60,000 shares of the Series C Preferred Stock
(or the number of shares then outstanding if less than
60,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series C Preferred Stock being hereinafter referred
to as the "Series C Sinking Fund Obligation"); the Series
C Sinking Fund Obligation shall be cumulative; if on any
Series C Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series C Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series C Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series C Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series C Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series C Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series C Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series C Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series C Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series C Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 60,000 additional shares of the Series C
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series C Sinking Fund
Obligation on any Series C Sinking Fund Redemption Date
any shares of the Series C Preferred Stock (including
shares of the Series C Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series C
Preferred Stock redeemed pursuant to the Series C Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series C Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series D
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on May 1, 1987 and on each May
1 thereafter (each such date being hereinafter referred
to as a "Series D Sinking Fund Redemption Date"), for so
long as any shares of the Series D Preferred Stock shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 100,000 shares of the
Series D Preferred Stock (or the number of shares then
outstanding if less than 100,000) at the sinking fund
redemption price of $25 per share plus, as to each share
so redeemed, an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date of
redemption (the obligation of the Corporation so to
redeem the shares of the Series D Preferred Stock being
hereinafter referred to as the "Series D Sinking Fund
Obligation"); the Series D Sinking Fund Obligation shall
be cumulative; if on any Series D Sinking Fund Redemption
Date, the Corporation shall not have funds legally
available therefor sufficient to redeem the full number
of shares required to be redeemed on that date, the
Series D Sinking Fund Obligation with respect to the
shares not redeemed shall carry forward to each
successive Series D Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever on any
Series D Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of the
Series D Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the Series D
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series D Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series D
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series D Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series D Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 100,000 additional shares of the Series D
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series D Sinking Fund
Obligation on any Series D Sinking Fund Redemption Date
any shares of the Series D Preferred Stock (including
shares of the Series D Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series D
Preferred Stock redeemed pursuant to the Series D Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series D Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series E
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on February 1, 1988 and on
each February 1 thereafter (each such date being
hereinafter referred to as a "Series E Sinking Fund
Redemption Date"), for so long as any shares of the
Series E Preferred Stock shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 150,000 shares of the Series E Preferred Stock
(or the number of shares then outstanding if less than
150,000) at the sinking fund redemption price of $25 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date of redemption (the
obligation of the Corporation so to redeem the shares of
the Series E Preferred Stock being hereinafter referred
to as the "Series E Sinking Fund Obligation"); the Series
E Sinking Fund Obligation shall be cumulative; if on any
Series E Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the Series E Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive Series E Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Series E Sinking Fund
Redemption Date, the funds of the Corporation legally
available for the satisfaction of the Series E Sinking
Fund Obligation and all other sinking fund and similar
obligations then existing with respect to any other class
or series of its stock ranking on a parity as to
dividends or assets with the Series E Preferred Stock
(such Obligation and obligations collectively being
hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its Series E Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such Series E Sinking Fund
Obligation to such Total Sinking Fund Obligation; in
addition to the Series E Sinking Fund Obligation, the
Corporation shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Series E Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 150,000 additional shares of the Series E
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series E Sinking Fund
Obligation on any Series E Sinking Fund Redemption Date
any shares of the Series E Preferred Stock (including
shares of the Series E Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series E
Preferred Stock redeemed pursuant to the Series E Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series E Sinking Fund
Obligation; and provided that without the vote of the
issued and outstanding Common Stock, the Series F
Preferred Stock shall be subject to redemption as and for
a sinking fund as follows: on August 1, 1990 and on each
August 1 thereafter (each such date being hereinafter
referred to as a "Series F Sinking Fund Redemption
Date"), for so long as any shares of the Series F
Preferred Stock shall remain outstanding, the Corporation
shall redeem, out of funds legally available therefor,
400,000 shares of the Series F Preferred Stock (or the
number of shares then outstanding if less than 400,000)
at the sinking fund redemption price of $25 per share
plus, as to each share so redeemed, an amount equivalent
to the accumulated and unpaid dividends thereon, if any,
to the date of redemption (the obligation of the
Corporation so to redeem the shares of the Series F
Preferred Stock being hereinafter referred to as the
"Series F Sinking Fund Obligation"); the Series F Sinking
Fund Obligation shall be cumulative; if on any Series F
Sinking Fund Redemption Date, the Corporation shall not
have funds legally available therefor sufficient to
redeem the full number of shares required to be redeemed
on that date, the Series F Sinking Fund Obligation with
respect to the shares not redeemed shall carry forward to
each successive Series F Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever on
any Series F Sinking Fund Redemption Date, the funds of
the Corporation legally available for the satisfaction of
the Series F Sinking Fund Obligation and all other
sinking fund and similar obligations then existing with
respect to any other class or series of its stock ranking
on a parity as to dividends or assets with the Series F
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to permit the
Corporation to satisfy fully its Total Sinking Fund
Obligation on that date, the Corporation shall apply to
the satisfaction of its Series F Sinking Fund Obligation
on that date that proportion of such legally available
funds which is equal to the ratio of such Series F
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the Series F Sinking Fund
Obligation, the Corporation shall have the option, which
shall be non-cumulative, to redeem, upon authorization of
the Board of Directors, on each Series F Sinking Fund
Redemption Date, at the aforesaid sinking fund redemption
price, up to 400,000 additional shares of the Series F
Preferred Stock; the Corporation shall be entitled, at
its election, to credit against its Series F Sinking Fund
Obligation on any Series F Sinking Fund Redemption Date
any shares of the Series F Preferred Stock (including
shares of the Series F Preferred Stock optionally
redeemed at the aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the Series F
Preferred Stock redeemed pursuant to the Series F Sinking
Fund Obligation, purchased or otherwise acquired and not
previously credited against the Series F Sinking Fund
Obligation.
The last sentence of paragraph (H) of Part III of said
Article 3 is amended to be and to read in its entirety as
follows:
So long as any of the Second through Fourteenth
Series Preferred Stock or any of the Series A, Series B,
Series C, Series D, Series E, Series F, Series G or
Series H Preferred Stock remains outstanding, or there
remains outstanding any additional series of Preferred
Stock with respect to which the resolution or resolutions
of the Board of Directors of the Corporation providing
for same makes this sentence applicable, at any time when
the aggregate of all amounts credited subsequent to
January 1, 1953 to the depreciation reserve account of
the Corporation and Louisiana Power & Light Company, a
Florida corporation, through charges to operating revenue
deductions or otherwise on the books of the Corporation
and Louisiana Power & Light Company, a Florida
corporation (other than transfers out of the balance of
surplus as of December 31, 1952), shall be less than the
amount computed as provided in clause (aa) below, under
requirements contained in the Corporation's mortgage
indentures, then for the purposes of subparagraphs (a)
and (b) above, in determining the earnings available for
Common Stock dividends during any twelve-month period,
the amount to be provided for depreciation in that period
shall be (aa) the greater of the cumulative amount
charged to depreciation expense on the books of the
Corporation and Louisiana Power & Light Company, a
Florida corporation, or the cumulative amount computed
under requirements contained in the Corporation's
mortgage indentures relating to minimum depreciation
provisions (the latter cumulative amount being the
aggregate of the largest amounts separately computed for
entire periods of differing coexisting mortgage indenture
requirements) for the period from January 1, 1953 to and
including said twelve-month period, less (bb) the greater
of the cumulative amount charged to depreciation expense
on the books of the Corporation and Louisiana Power &
Light Company, a Florida corporation, or the cumulative
amount computed under requirements contained in the
Corporation's mortgage indentures relating to minimum
depreciation provisions (the latter cumulative amount
being the aggregate of the largest amounts separately
computed for entire periods of differing coexisting
mortgage indenture requirements) from January 1, 1953 up
to but excluding said twelve-month period; provided that
in the event any company other than Louisiana Power &
Light Company, a Florida corporation, is merged into the
Corporation, the "cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions"
referred to above shall be computed without regard, for
the period prior to the merger, of property acquired in
the merger, and the "cumulative amount charged to
depreciation expense on the books of the Corporation and
Louisiana Power & Light Company, a Florida corporation",
shall be exclusive of amounts provided for such property
prior to the merger.
The Restated Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company were amended as
aforesaid by its Board of Directors as provided in Section 33
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, and pursuant to the authority granted in and by said
Restated Articles of Incorporation and the laws of the State
of Louisiana, and particularly, but not by way of limitation,
Part II of Article 3 of said Restated Articles of
Incorporation and Sections 24B(6) and 33A and E of Title 12 of
the Louisiana Revised Statutes of 1950, as amended.
The Restated Articles of Incorporation, as amended, of
said Louisiana Power & Light Company were not amended in any
other respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Louisiana Power & Light Company are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated the
22nd day of October, 1992.
LOUISIANA POWER & LIGHT COMPANY
By: /s/ Gerald D. McInvale
Gerald D. McInvale
Senior Vice President
By: /s/ Gary L. Florreich
Gary L. Florreich,
Assistant Secretary and
Assistant Treasurer
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared Gerald D. McInvale and Gary L. Florreich, to me known
to be a Senior Vice President and an Assistant Secretary and
Assistant Treasurer, respectively, of Louisiana Power & Light
Company and the persons who executed the foregoing instrument
in such capacities, and who, after first being duly sworn by
me, did declare and acknowledge that they signed and executed
the foregoing instrument in such capacities for and in the
name of the said Louisiana Power & Light Company, as its and
their free act and deed, being thereunto duly authorized.
/s/ Gerald D. McInvale
Gerald D. McInvale,
Senior Vice President
/s/ Gary L. Florreich
Gary L. Florreich,
Assistant Secretary and
Assistant Treasurer
Sworn to and subscribed before me at
New Orleans, Orleans Parish, Louisiana,
on this 22nd day of October, 1992.
/s/ Charles McChord Carrico
Charles McChord Carrico,
Notary Public, Parish
of Orleans, State of Louisiana
My Commission is issued for life.
<PAGE>
ARTICLES OF AMENDMENT
TO THE
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
OF
LOUISIANA POWER & LIGHT COMPANY
On May 5, 1994, the shareholders of Louisiana Power & Light
Company, a corporation organized and existing under the laws of
the State of Louisiana, by a resolution unanimously adopted by
all of the shareholders of said corporation entitled to vote on
the matter, amended the first sentence of the first paragraph of
Article 5 of the Restatement of Articles of Incorporation, as
amended, of said corporation to read in its entirety as follows:
"ARTICLE 5
The Board of Directors shall consist of such number of
directors as shall be determined from time to time as
provided in this Article 5. Directors shall be elected
at each annual meeting of stockholders and, subject to
the provisions of Article 3 hereof, each director so
elected shall hold office until the next annual meeting
of stockholders and until his successor is elected and
qualified. The stockholders or the Board of Directors
shall have the power from time to time to fix the
number of directors of the corporation, provided that
the number so fixed shall not be less than three (3)
and not more than fifteen (15). If the number of
directors is increased, the additional directors may,
to the extent permitted by law and subject to the
provisions of Article 3 hereof, be elected by the
stockholders or by a majority of the directors in
office at the time of the increase, or, if not so
elected prior to the next annual meeting of
stockholders, such additional directors shall be
elected at such annual meeting. If the number of
directors is decreased and the decrease does not exceed
the number of vacancies in the Board then existing,
then, subject to the provisions of Article 3 hereof,
the stockholders or the Board of Directors may provide
that it shall become effective forthwith; and to the
extent that the decrease does exceed such number of
vacancies, the stockholders or the Board of Directors
may provide that it shall not become effective until
the next election of directors by the stockholders. If
the Board of Directors shall fail to adopt a resolution
which fixes initially the number of directors, the
number of directors shall be nine (9). If, after the
number of directors shall have been fixed by such
resolution, such resolution shall be ineffective or
shall cease to be in effect for any cause other than by
being superseded by another such resolution, the number
of directors shall be that number specified in the
latest of such resolutions, whether or not such
resolution continues in effect."
The Restatement of Articles of Incorporation, as amended, of
the said Louisiana Power & Light Company was amended by its
shareholders as aforesaid by the Unanimous Written Consent to
such corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on May
5, 1994, in accordance with and pursuant to the authority granted
in and by the laws of the State of Louisiana and particularly,
but not by way of limitation, Section 76 of Title 12 of the
Louisiana Revised Statutes of 1950, as amended, the said
Unanimous Written Consent having been signed and executed on the
date aforesaid by Entergy Corporation, which was then and is now
the sole owner and shareholder of record of 165,173,180 shares of
the Common Stock of the said Louisiana Power & Light Company,
said 165,173,180 shares being all of the outstanding Common Stock
of the said Louisiana Power & Light Company and said Common Stock
having all of the voting power and being all of the capital stock
of the said Louisiana Power & Light Company entitled to vote on
the foregoing amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous Written
Consent the said Entergy Corporation affirmatively voted all of
said stock in favor of, authorized, consented to, approved and
constituted as the corporate action of the said Louisiana Power &
Light Company, the amendment of its Restatement of Articles of
Incorporation, as amended, as hereinabove set forth.
The Restatement of Articles of Incorporation of said
Louisiana Power & Light Company, as heretofore amended, was not
amended in any other respect than as set forth hereinabove, and
all of the provisions of said Restatement of Articles of
Incorporation, as heretofore amended and as amended as
hereinabove set forth, relating in any way to the shares of stock
of said Louisiana Power & Light Company are incorporated and
stated in these Articles of Amendment by reference.
These Articles of Amendment are executed on and dated the
21st day of July, 1994.
LOUISIANA POWER & LIGHT COMPANY
By /s/ Glenn E. Harder
Glenn E. Harder, Vice President
By /s/ Christopher T. Screen
Christopher T. Screen, Assistant Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared Glenn E. Harder and Christopher T. Screen, to me known
and known to me to be a Vice President and the Assistant
Secretary, respectively, of Louisiana Power & Light Company and
the persons who executed the foregoing instrument in such
capacities, and who, after first being duly sworn by me, did
declare and acknowledge that they signed and executed the
foregoing instrument in such capacities for and in the name of
the said Louisiana Power & Light Company, as its and their free
act and deed, being thereunto duly authorized.
/s/ Glenn E. Harder
Glenn E. Harder, Vice President
Louisiana Power & Light Company
/s/ Christopher T. Screen
Christopher T. Screen,
Assistant Secretary
Louisiana Power & Light Company
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 21st day
of July 1994.
/s/ Mary H. Tooke
Notary Public
My commission is issued for life.
Exhibit 3(b)
RESTATED ARTICLES OF INCORPORATION
OF
MISSISSIPPI POWER & LIGHT COMPANY
Pursuant to the provisions of Section 64 of the
Misissippi Business Corporation Law (Section 79-3-127,
Mississippi Code of 1972, as amended), the undersigned
Corporation adopts the following Restated Articles of In
corporation:
FIRST: The name of the Corporation is MISSISSIPPI POWER
& LIGHT COMPANY.
SECOND: The period of its duration is ninety-nine (99)
years.
THIRD: The purpose or purposes which the Corporation is
authorized to pursue are:
To acquire, buy, hold, own, sell, lease, exchange,
dispose of, finance, deal in, construct, build, equip,
improve, use, operate, maintain and work upon:
(a) Any and all kinds of plants and systems for the
manufacture, production, storage, utilization, purchase,
sale, supply, transmission, distribution or disposition
of electricity, natural or artificial gas, water or
steam, or power produccd tbereby, or of ice and
refrigeration of any and every kind;
(b) Any and all kinds of telephone, telegraph,
radio, wireless and other systems, facilities and
devices for the receipt and transmission of sounds and
signals, any and all kinds of interurban, city and
street railways and railroads and bus lines for the
transportation of passengers and/or freight,
transmission lines, systems, appliances, equipment and
devices and tracks, stations, buildings and other
structures and facilities;
(c) Any and all kinds of works, power plants,
manufactories, structures, substations, systems, tracks,
machinery, generators, motors, lamps, poles, pipes,
wires, cables, conduits, apparatus, devices, equipment,
supplies, articles and merchandise of every kind
pertaining to or in anywise connected with the
construction, operation or maintenance of telephone,
telegraph, radio, wireless and other systems, facilities
and devices for the receipt and transmission of sounds
and signals, or of interurban, city and street railways
and railroads and bus lines, or in anywise connected
with or pertaining to the manufacture, production,
purchase, use, sale, supply, transmission, distribution,
regulation, control or application of electricity,
natural or artificial gas, water, steam, ice,
refrigeration and power or any other purposes;
To acquire, buy, hold, own, sell, lease, exchange,
dispose of, transmit, distribute, deal in, use, manufacture,
produce, furnish and supply street and interurban railway and
bus service, electricity, natural or artificial gas, light,
heat, ice, refrigeration, water and steam in any form and for
any purposes whatsoever, and any power or force or energy in
any form and for any purposes whatsoever;
To buy, sell, manufacture, produce and generally deal in
milk, cream and any articles or substances used or usable in
or in connection with the manufacture and production of ice
cream, ices, beverages and soda fountain supplies; to buy,
sell, manufacture, produce and generally deal in ice cream
and ices;
To acquire, organize, assemble, develop, build up and
operate constructing and operating and other organizations
and systems, and to hire, sell, lease, exchange, turn over,
deliver and dispose of such organizations and systems in
whole or in part and as going organizations and systems and
otherwise, and to enter into and perform contracts,
agreements and undertakings of any kind in connection with
any or all the foregoing powers;
To do a general contracting business;
To purchase, acquire, develop, mine, explore, drill,
hold, own and dispose of lands, interests in and rights with
respect to lands and waters and fixed and movable property;
To borrow money and contract debts when necessary for
the transaction of the business of the Corporation or for the
exercise of its corporate rights, privileges or franchises or
for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures and
other obligations and evidences of indebtedness payable at a
specified time or times or payable upon the happening of a
specified event or events, whether secured by mortgage,
pledge or otherwise or unsecured, for money borrowed or in
payment for property purchased or acquired or any other
lawful objects;
To guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the
capital stock of, or any bonds, securities or evidences of
indebtedness created by, any other corporation or
corporations of the State of Mississippi or any other state
or government and, while the owner of such stock, to exercise
all the rights, powers and privileges of individual ownership
with respect thereto including the right to vote thereon, and
to consent and otherwise act with respect thereto;
To aid in any manner any corporation or association,
domestic or foreign, or any firm or individual, any shares of
stock in which or any bonds, debentures, notes, securities,
evidences of indebtedness, contracts or obligations of which
are held by or for the Corporation or in which or in the
welfare of which the Corporation shall have any interest, and
to do any acts designed to protect, preserve, improve or
enhance the value of any property at any time held or
controlled by the Corporation, or in which it may be at any
time interested; and to organize or promote or facilitate the
organization of subsidiary companies;
To purchase, hold, sell and transfer shares of its own
capital stock, provided that the Corporation shall not
purchase its own shares of capital stock except frorn surplus
of its assets over its liabilities including capital; and
provided, further, that the shares of its own capital stock
owned by the Corporation shall not be voted upon directly or
indirectly nor counted as outstanding for the purposes of any
stockholders' quorum or vote;
In any manner to acquire, enjoy, utilize and to dispose
of patents, copyrights and trade-marks and any licenses or
other rights or interests therein and thereunder:
To purchase, acquire, hold, own or dispose of franchises,
concessions, consents, privileges and licenses necessary for
and in its opinion useful or desirable for or in connection
with the foregoing powers;
To do all and everything necessary and proper for the
accomplishment of the objects enumerated in these Restated
Articles of Incorporation or any amendment thereof or
necessary or incidental to the protection and benefits of the
Corporation, and in general to carry on any lawful business
necessary or not incidental to the attainment of the objects
of the Corporation whether or not such business is similar in
nature to the objects set forth in these Restated Articles of
Incorporation or any amendment thereof.
To do any or all things herein set forth, to the same
extent and as fully as natural persons might or could do, and
in any part of the world, and as principal, agent, contractor
or otherwise, and either alone or in conjunction with any
other persons, firms, associations or corporations;
To conduct its business in all its branches in the State
of Mississippi, other states, the District of Columbia, the
territories and colonies of the United States, and any
foreign countries, and to have one or more offices out of the
State of Mississippi and to hold, purchase, mortgage and
convey real and personal property both within and without the
State of Mississippi; provided, however, that the Corporation
shall not exercise any of the powers set forth herein for the
purpose of engaging in business as a street railway,
telegraph or telephone company unless prior tbereto this
Article Third shall have been amended to set forth a
description of the line and the points it will traverse.
FOURTH: The aggregate number of shares which the
Corporation shall have authority to issue is 17,004,478
shares, divided into 2,004,476 shares of Preferred Stock of
the par value of $100 per share and 15,000,000 shares of
Common Stock without par value.
The preferences, limitations and relative rights in
respect of the shares of each class and the variations in the
relative rights and preferences as between series of any
preferred or special class in series are as follows:
The Preferred Stock shall be issuable in one or more
series from tirne to time and the shares of each series shall
have the same rank and be identical with each other and shall
have the same relative rights except with respect to the
following:
(a) The number of shares to constitute each such
series and the distinctive designation thereof;
(b) The annual rate or rates of dividends payable on
shares of such series, the dates on which dividends
shall be paid in each year and the date from which such
dividends shall commence to accumulate;
(c) The amount or amounts payable upon redemption
thereof; and
(d) The sinking fund provisions, if any, for the
redemption or purchase of shares;
which different characterics of clauses (a), (b), (c) and (d)
above may be stated and expressed with respect to each series
in the resolution or resolutions providing for the issue of
such series adopted by the Board of Directors or in these
Restated Articles of Incorporation of any amendment thereof.
A series of 60,000 shares of Preferred Stock shall:
(a) be designated "4.36% Preferred Stock Cumulative,
$100 Par Value";
(b) have a dividend rate of $4.36 per share per
annum payable quarterly on February 1, May 1, August 1
and November 1 of each year, the first dividend date to
be February 1, 1963, and such dividends to be cumulative
from the last date to which dividends upon the 4.36%
Preferred Stock Cumulative, $100 Par Value, of
Mississippi Power & Light Company, a Florida
corporation, are paid;
(c) be subject to redemption in the manner provided
herein with respect to the Preferred Stock at the price
of $105.36 per share if redeemed on or before February
1, 1964, and of $103.88 per share if redeemed after
February 1, 1964, in each case plus an amount equivalent
to the accumulated and unpaid dividends thereon, if any,
to the date fixed for redemption.
A series of 44,476 shares of the Preferred Stock shall:
(a) be designated "4.56% Preferred Stock,
Cumulative, $100 Par Value";
(b) have a dividend rate of $4.56 per share per
annum payable quarterly on February 1, May 1, August 1
and November 1 of each year, the first dividend date to
be February 1, 1963, and such dividends to be cumulative
from the last date to which dividends upon the 4.56%
Preferred Stock, Cumulative, $100 Par Value, of
Mississippi Power & Light Company, a Florida
corporation, are paid; and
(c) be subject to redemption in the manner provided
herein with respect to the Preferred Stock at the price
of $108.50 per share if redeemed on or before November
1, l964, and of $107.00 per share if redeemed after
November 1, 1964, in each case plus an amount equivalent
to the accumulated and unpaid dividends thereon, if any,
to the date fixed for redemption.
A series of 100,000 shares of the Preferred Stock shall:
(a) be designated "4.92% Preferred Stock,
Cumulative, $100 Par Value";
(b) have a dividend rate of $4.92 per share per
annum payable quarterly on February 1, May 1, August 1
and November 1 of each year, the first dividend date to
be February 1, 1966, and such dividends to be cumulative
from the date of issue of said series; and
(c) be subject to redemption at the price of $106.30
per share if redeemed on or before January 1, 1971, of
$104.38 per share if redeemed after January 1, 1971 and
on or before January 1, 1976, and of $102.88 per share
if redeemed after January 1, 1976, in each case plus an
amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for
redemption.
A series of 75,000 shares of the Preferred Stock shall:
(a) be designated "9.16% Preferred Stock,
Cumulative, $100 Par Value";
(b) have a dividend rate of $9.16 per share per
annum payable quarterly on February 1, May 1, August 1
and November 1 of each year, the first dividend date to
be November 1, 1970, and such dividends to be cumulative
from the date of issue of said series; and
(c) be subject to redemption at the price of $110.93
per share if redeemed on or before August 1, 1975, of
$108.64 per share if redeemed after August 1, 1975 and
on or before August 1, 1980, of $106.35 per share if
redeemed after August 1, 1980 and on or before August 1,
1985, and of $104.06 per share if redeemed after August
1, 1985, in each case plus an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date fixed for redemption; provided, however, that no
share of the 9.16% Preferred Stock, Cumulative, $100 Par
Value, shall be redeemed prior to August 1, 1975 if such
redemption is for the purpose or in anticipation of
refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or
through the use, directly or indirectly, of funds
derived through the issuance by the Corporation of stock
ranking prior to or on a parity with the 9.16% Preferred
Stock, Cumulative, $100 Par Value, as to dividends or
assets, if such borrowed funds have an effective
interest cost to the Corporation (computed in accordance
with generally aocepted financial practice) or such
stock has an effective dividend cost to the Corporation
(so computed) of less than the effective dividend cost
to the Corporation of the 9.16% Preferred Stock,
Cumulative, $100 Per Value.
A series of 100,000 shares of the Preferred Stock shall:
(a) be designated "7.44% Preferred Stock,
Cumulative, $100 Par Value";
(b) have a dividend rate of $7.44 per share per
annum payable quarterly on February 1, May 1, August 1
and November 1 of each year, the first dividend date to
be May 1, 1973, and such dividends to be cumulative from
February 14, 1973; and
(c) be subject to redemption at the price of $108.39
per share if redeemed on or before February 1, 1978, of
$106.53 per share if redeemed after February 1, 1978 and
on or before February 1, 1983, of $104.67 per share if
redeemed after February 1, 1983 and on or before
February 1, 1988, and of $102.81 per share if redeemed
after February 1, 1988, in each case plus an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption;
provided, however, that no share of the 7.44% Preferred
Stock, Cumulative, $100 Par Value, shall be redeemed
prior to February 1, 1978 if such redemption is for the
purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use,
directly or indirectly, of funds derived through the
issuance by the Corporation of stock ranking prior to or
on a parity with the 7.44% Preferred Stock, Cumulative,
$100 Par Value, as to dividends or assets, if such
borrowed funds have an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed)
of less than the effective dividend cost to the
Corporation of the 7.44% Preferred Stock, Cumulative,
S100 Par Value.
A series of 200,000 shares of the Preferred Stock shall:
(a) be designated "17% Preferred Stock, Cumulative,
$100 Par Value"
(b) have a dividend rate of $17.00 per share per
annum payable quarterly on February 1, May 1, August 1
and November 1 of each year, the first dividend date to
be November 1, 1981, and such dividends to be cumulative
from the date of issuance;
(c) be subject to redemption at the price of $117.00
per share if redeemed on or before September 1, 1986, of
$112.75 per share if redeemed after September 1, 1986
and on or before September 1, 1991, of $108.50 per share
if redeemed after September 1, 1991 and on or before
September 1, 1996, and of $104.25 per share if redeemed
after September 1, 1996, in each case plus an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption;
provided, however, that no share of the 17% Preferred
Stock Cumulative, $100 Par Value, shall be redeemed
prior to September 1, 1986 if such redemption is for the
purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds
borrowed by the Corporation or through the use, directly
or indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a parity
with the 17% Preferred Stock, Cumulative, $100 Par
Value, as to dividends or assets if such borrowed funds
have an effective interest cost to the Corporation
(computed in accordance with generally accepted
financial practice) or such stock; has an effective
dividend cost to the Corporation (so computed) of less
than the effective dividend cost to the Corporation of
the 17% Preferred Stock, Cumulative, $100 Par Value; and
(d) be subject to redemption as and for a sinking
fund as follows: On September 1, 1986 and on each
September 1 thereafter (each such date being hereinafter
referred to as a "17% Sinking Fund Redemption Date"),
for so long as any shares of the 17% Preferred Stock,
Cumulative, $100 Par Value, shall remain outstanding,
the Corporation shall redeem, out of funds legally
available therefor, 10,000 shares of the 17% Preferred
Stock, Cumulative, $100 Par VaIue (or the number of
shares then outstanding if less than 10,000) at the
sinking fund redemption price of $100 per share plus, as
to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so
to redeem the shares of the 17% Preferred Stock,
Cumulative, $100 Par Value, being hereinafter referred
to as the "17% Sinking Fund Obligation"); the 17%
Sinking Fund Obligation shall be cumulative; if on any
17% Sinking Fund Redemption Date, the Corporation shall
not have funds legally available therefor sufficient to
redeem the full number of shares required to be redeemed
on that date, the 17% Sinking Fund Obligation with
respect to the shares not redeemed shall carry forward
to each successive 17% Sinking Fund Redemption Date
until such shares shall have been redeemed; whenever on
any 17% Sinking Fund Redemption Date, the funds of the
Corporation legally available for the satisfaction of
the 17% Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with respect
to any other class or series of its stock ranking on a
parity as to dividends or assets with the 17% Preferred
Stock, Cumulative, $100 Par Value (such Obligation and
obligations collectively being hereinafter referred to
as the "Total Sinking Fund Obligation") are insufficient
to permit the Corporation to satisfy fully its Total
Sinking Fund Obligation on that date, the Corporation
shall apply to the satisfaction of its 17% Sinking Fund
Obligation on that date that proportion of such legally
available funds which is equal to the ratio of such 17%
Sinking Fund Obligation to such Total Sinking Fund
Obligation; in addition to the 17% Sinking Fund
Obligation, the Corporation shall have the option, which
shall be noncumulative, to redeem, upon authorization of
the Board of Directors, on each 17% Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 10,000 additional shares of the
17% Preferred Stock, Cumulative, $100 Par Value; the
Corporation shall be entitled, at its election, to
credit against its 17% Sinking Fund Obligation on any
17% Sinking Fund Redemption Date any shares of the 17%
Preferred Stock, Cumulative, Stock Par Value (including
shares of the 17% Preferred Stock, Cumulative, $100 Par
Value optionally redeemed at the aforesaid sinking fund
price) theretofore redeemed (other than shares of the
17% Preferred Stock, Cumulative, $100 Par Value redeemed
pursuant to the 17% Sinking Fund Obligation) purchased
or otherwise acquired and not previously credited
against the 17% Sinking Fund Obligation.
A series of 100,000 shares of the Preferred Stock shall:
(a) be designated "14-3/4% Preferred Stock,
Cumulative, $100 Par Value";
(b) have a divedend rate of $14.75 per share per
annum payable quarterly on February 1, May 1, August 1
and November 1 of each year, the first dividend date to
be May 1 1982, and such dividends to be cumulative from
the date of issuance;
(c) be subject to redemption at the price of $114.75
per share if redeemed after the issuanoe and sale and on
or before March 1, 1983, $113.11 per share if redeemed
after March 1, 1983 and on or before March 1, 1984,
$111.47 per share if redeemed after March 1, 1984 and on
or before March 1, 1985, $109.83 per share if redeemed
after March 1, 1985 and on or before March 1, 1986,
$108.19 per share if redeemed after March 1, 1986 and on
or before March 1, 1987, $106.56 per share if redeemed
after March 1, 1987 and on or before March 1, 1988,
$104.92 per share if redeemed after March 1, 1988 and on
or before March 1, 1989, $103.28 per share if redeemed
after March 1, 1989 and on or before March 1, l990,
$101.64 per share if redeemed after March 1, 1990 and on
or before March 1, 1991, and $100.00 per share if
redeemed after March 1, 1991, in each case plus an
amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for
redemption; provided, however, that no share of the 14-
3/4% Preferred Stock, Cumulative, $100 Par Value, shall
be redeemed prior to March 1, 1987 if such redemption is
for the purpose or in anticipation of refunding such
share through the use, directly or indirectly, of funds
borrowed by the Corporation, or through the use,
directly or indirectly, of funds derived through the
issuance by the Corporation of stock ranking prior to or
on a parity with the 14-3/4% Preferred Stock,
Cumulative, $100 Par Value, as to dividends or assets,
if such borrowed funds have an effective interest cost
to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has
an effective dividend cost to the Corporation (so
oomputed) of less than the effective dividend cost to
the Corporation of the 14-3/4% Preferred Stock,
Cumulative, $100 Par Value; and
(d) be subject to redemption as and for a sinking
fund as follows. On March 1, 1990, 1991 and 1992 (each
such date being hereinafteir referred to as a "14-3/4%
Sinking Fund Redemption Date"), the Corporation shall
redeem, out of funds legally available therefor, 33,333,
33,333 and 33,334 shares, respectively, of the 14-3/4%
Preferred Stock, Cumulative, $100 Par Value, at the
sinking fund redemption price of $100 per share plus, as
to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so
to redeem the shares of the 14-3/4% Preferred Stock,
Cumulative, $100 Par Value, being hereinafter referred
to as the "14-3/4% Sinking Fund Obligation"); the 14-
3/4% Sinking Fund Obligation shall be cumulative; if on
any 14-3/4% Sinking Fund Redemption Date, the
Corporation shall not have funds legally available
therefor sufficient to redeem the full number of shares
required to be redeemed on that date, the 14-3/4%
Sinking Fund Obligation with respect to the shares not
redeemed shall carry forward to each successive 14-3/4%
Sinking Fund Redemption Date (or, in the event the 14-
3/4% Sinking Fund Obligation is not satisfied on March
1, 1992, to such date as soon thereafter as funds are
legally available to satisfy the 14-3/4% Sinking Fund
Obligation) until such shares shall have been redeemed;
whenever on any 14-3/4% Sinking Fund Redemption Date,
the funds of the Corporation legally available for the
satisfaction of the 14-3/4% Sinking Fund Obligation and
all other sinking fund and similar obligations then
existing with respect to any other class or series of
its stock ranking on a parity as to dividends or assets
with the 14-3/4% Preferred Stock, Cumulative, $100 Par
Value (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its 14-3/4% Sinking Fund Obligation on
that date that proportion of such legally available
funds which is equal to the ratio of such 14-3/4%
Sinking Fund Obligation to such Total Sinking Fund
Obligation.
A series of 100,000 shares of the Preferred Stock shall:
(a) be designated "12.00% Preferred Stock,
Cumulative, $100 Par Value";
(b) have a dividend rate of $12.00 per share per
annum payable quarterly on February 1, May 1, August 1
and November l of each year, the first dividend date to
be May 1, 1983, and such dividends to be cumulative from
the date of issuance;
(c) be subject to redemption at the price of $112.00
per share if redeemed on or before March 1, 1988, of
$109.00 per share if redeemed after March 1, 1988 and on
or before March 1, 1993, of $106.00 per share if
redeemed after March 1, 1993 and on or before March 1,
1998, and of $103.00 per share if redeemed after March
1, 1998, in each case plus an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date fixed for redemption; provided, however, that no
share of the 12.00% Preferred Stock, Cumulative, $100
Par Value, shall be redeemed prior to March 1, 1988 if
such redemption is for the purpose or in anticipation of
refunding such share through the use, directly or
indirectly, of funds borrowed by the Corporation, or
through the use, directly or indirectly, of funds
derived through the issuance by the Corporation of stock
ranking prior to or on a parity with the 12.00%
Preferred Stock, Cumulative, $100 Par Value, as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice)
or such stock has an effective dividend cost to the
Corporation (so computed) of less than 12.7497% to per
annum; and
(d) be subject to redemption as and for a sinking
fund as follows: on March 1, 1888 and on each March 1
thereafter (each such date being hereinafter referred to
as a "12.00% Sinking Fund Redemption Date"), for so long
as any shares of the 12.00% Preferred Stock, Cumulative,
$100 Par Value, shall remain outstanding, the
Corporation shall redeem, out of funds legally available
therefor, 5,000 shares of the 12.00% Preferred Stock,
Cumulative, $100 Par Value (or the number of shares then
outstanding if less than 5,000) at the sinking fund
redemption price of $100 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date of redemption (the obligation of the Corporation so
to redeem the shares of the 12.00% Preferred Stock,
Cumulative, $100 Par Value, being hereinafter referred
to as the "12.00% Sinking Fund Obligation"); the 12.00%
Sinking Fund Obligation shall be cumulative; if on any
12.00% Sinking Fund Redemption Date, the Corporation
shall not have funds legally available therefor
sufficient to redeem the full number of shares required
to be redeemed on that date, the 12.00% Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive 12.00% Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any 12.00% Sinking Fund Redemption
Date, the funds of the Corporation legally available for
the satisfaction of the 12.00% Sinking Fund Obligation
and all other sinking fund and similar obligations then
existing with respect to any other class or series of
its stock ranking on a parity as to dividends or assets
with the 12.00% Preferred Stock Cumulative, $100 Par
Value (such Obligation and obligations collectively
being hereinafter referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the Corporation
to satisfy fully its Total Sinking Fund Obligation on
that date, the Corporation shall apply to the
satisfaction of its 12.00% Sinking Fund Obligation on
that date that proportion of such legally available
funds which is equal to the ratio of such 12.00% Sinking
Fund Obligation to such Total Sinking Fund Obligation;
in addition to the 12.00% Sinking Fund Obligation, the
Corporation shall have the option, which shall be
noncumulative, to redeem, upon authorization of the
Board of Directors, on each 12.00% Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 5,000 additional shares of the
12.00% Preferred Stock Cumulative, $100 Par Value; the
Corporation shall be entitled, at its election, to
credit against its 12.00% Sinking Fund Obligation on any
12.00% Sinking Fund Redemption Date any shares of the
12.00% Preferred Stock, Cumulative, $100 Par Value
(including shares of the 12.00% Preferred Stock
Cumulative, $100 Par Value optionally redeemed at the
aforesaid sinking fund price) theretofore redeemed
(other than shares of the 12.00% Preferred Stock,
Cumulative, $100 Par Value redeemed pursuant to the
12.00% Sinking Fund Obligation) purchased or otherwise
acquired and not previously credited against the 12.00%
Sinking Fund Obligation.
Subject to the foregoing, the distinguishing
characteristics of the Preferred Stock shall be:
(A) Each series of the Preferred Stock, pari passu with
all shares of preferred stock of any class or series then
outstanding, shall be entitled but only when and as declared
by the Board of Directors, out of funds legally available for
the payment of dividends in preference to the Common Stock,
to dividends at tbe rate stated and expressed with respect to
such series herein or by the resolution or resolutions
providing for the issue of such series adopted by tbe Board
of Directors; such dividends to be cumulative from such date
and payable on such dates in each year as may be stated and
expressed in said resolution, to stockholders of record as of
a date not to exceed 40 days and not less than 10 days
preceding the dividend payment dates so fixed.
(B) If and when dividends payable on any of the
Preferred Stock of the Corporation at any time outstanding
shall be in defauIt in an amount equal to four full quarterly
payments or more per share, and thereafter until all
dividends on any such preferred stock in default shall have
been paid, the holders of the Preferred Stock pari passu with
the holders of other preferred stock then outstanding, voting
separately as a class, shall be entitled to elect the
smallest number of directors necessary to constitute a
majority of the full Board of Directors, and, except as
provided in the following paragraph, the holders of the
Comrnon Stock, voting separately as a class, shall be
entitled to elect the remaining directors of the Corporation.
The termns of office, as directors, of all persons who may be
directors of the Corporation at the time shall terminate upon
the election of a majority of the Board of Directors by the
holders of the Preferred Stock except that if the holders of
the Common Stock shall not have elected the remaining
directors of the Corporation, then, and only in that event,
the directors of the Corporation in office just prior to the
election of a majority of the Board of Directors by the
holders of the Preferred Stock shall elect the remaining
directors of the Corporation. Thereafter, while such default
continues and the majority of the Board of Directors is being
elected by the holders of the Preferred Stock, the remaining
directors, whether elected by directors, as aforesaid, or
whether originally or later elected by holders of the Common
Stock shall continue in office until their successors are
elected by holders of the Common Stock and shall qualify.
If and when all dividends then in default on the
Preferred Stock; then outstanding shall be paid (such
dividends to be declared and paid out of any funds legally
available therefor as soon as reasonably practicable), the
holders of the Preferred Stock shall be divested of any
special right with respect to the election of directors, and
the voting power of the holders of the Preferred Stock and
the holders of the Common Stock shall revert to the status
existing before the first dividend payment date on which
dividends on the Preferred Stock were not paid in full, but
always subject to the same provisions for vesting such
special rights in the bolders of the Preferred Stock in case
of further like defaults in the payment of dividends thereon
as described in the immediately foregoing paragraph. Upon
termination of any such special voting right upon payment of
all accumulated and unpaid dividends on the Preferred Stock,
the terms of office of all persons who may have been elected
directors of the Corporation by vote of the holders of the
Preferred Stock as a class, pursuant to such special voting
right shall forthwith terminate, and the resulting vacancies
shall be filled by the vote of a majority of the remaining
directors.
In case of any vacancy in the office of a director
occurring among the directors elected by the holders of the
Preferred Stock, voting separately as a class, the remaining
directors elected by the holders of the Preferred Stock, by
affirmative vote of a majority thereof, or the remaining
director so elected if there be but one, may elect a
successor or successors to hold office for the unexpired term
or terms of the director or directors whose place or places
shall be vacant. Likewise, in case of any vacancy in the
office of a director occurring among the directors not
elected by the holders of the Preferred Stock, the remaining
directors not elected by the holders of the Preferred Stock,
by affirmative vote of a majority thereof, or the remaining
director so elected if there be but one, may elect a
successor or successors to hold office for the unexpired term
or terms of the director or directors whose place or places
shall be vacant.
Whenever the right shall have accrued to the holders of
the Preferred Stock to elect directors, voting separately as
a class, it shall be the duty of the President, a Vice-
President or the Secretary of the Corporation forthwith to
call and cause notice to be given to the shareholders
entitled to vote of a meeting to be held at such time as the
Corporation's officers may fix, not less than forty-five nor
more than sixty days after the accrual of such right, for the
purpose of electing directors. The notice so given shall be
mailed to each holder of record of preferred stock at his
last known address appearing on the books of the Corporation
and shall set forth, among other things, (i) that by reason
of the fact that dividends payable on preferred stock are in
default in an amount equal to four full quarterly payments or
more per share, the holders of the Preferred Stock, voting
separately as a class, have the right to elect the smallest
number of directors necessary to constitute a majority of the
full Board of Directors of the Corporation, (ii) that any
holder of the Preferred Stock has the right, at any
reasonable time, to inspect, and make copies of, the list or
lists of holders of the Preferred Stock maintained at the
principal office of the Corporation or at the office of any
Transfer Agent of the Preferred Stock, and (iii) either the
entirety of this paragraph or the substance thereof with
respect to the number of shares of the Preferred Stock
required to be represented at any meeting, or adjournment
thereof, called for the election of directors of the
Corporation. At the first meeting of stockholders held for
the purpose of electing directors during such time as the
holders of the Preferred Stock shall have the special right,
voting separately as a class, to elect directors, the
presence in person or by proxy of the holders of a majority
of the outstanding Common Stock shall be required to
constitute a quorum of such class for the election of
directors, and the presence in person or by proxy of the
holders of a majority of the outstanding Preferred Stock
shall be required to constitute a quorum of such class for
the election of directors; provided, however, that in the
absence of a quorum of the holders of the Preferred Stock, no
election of directors shall be held, but a majority of the
holders of the Preferred Stock who are present in person or
by proxy shall have power to adjourn the election of the
directors to a date not less than fifteen nor more than fifty
days from the giving of the notice of such adjourned meeting
hereinafter provided for; and provided, further, that at such
adjourned meeting, the presence in person or by proxy of the
holders of 35% of the outstanding Preferred Stock shall be
required to constitute a quorum of such class for the
election of directors. In the event such first meeting of
stockholders shall be so adjourned, it shall be the duty of
the President, a Vice-President or the Secretary of the
Corporation, within ten days from the date on which such
first meeting shall have been adjourned, to cause notice of
such adjourned meeting to be given to the shareholders
entitled to vote thereat, such adjourned meeting to be held
not less than fifteen days nor more than fifty days from the
giving of such second notice. Such second notice. shall be
given in the form and manner hereinabove provided for with
respect to the notice required to be given of such first
meeting of stockholders, and shall further set forth that a
quorum was not present at such first meeting and that the
holders of 35% of the outstanding Preferred Stock shall be
required to constitute a quorum of such class for the
election of directors at such adjourned meeting. If the
requisite quorum of holders of the Preferred Stock shall not
be present at said adjourned meeting, then the directors of
the Corporation then in office shall remain in office until
the next Annual Meeting of the Corporation, or special
meeting in lieu thereof and until their successors shall have
been elected and shall qualify. Neither such first meeting
nor such adjourned meeting shall be held on a date within
sixty days of the date of the next Annual Meeting of the
Corporation, or special meeting in lieu thereof. At each
Annual Meeting of the Corporation, or special meeting in lieu
thereof, held during such time as the holders of the
Preferred Stock, voting separately as a class. shall have the
right to elect a majority of the Board of Directors, the
foregoing provisions of this paragraph shall govern each
Annual Meeting, or special meeting in lieu thereof, as if
said Annual Meeting or special meeting were the first meeting
of stockholders held for the purpose of electing directors
after the right of the holders of the Preferred Stock, voting
separately as a class, to elect a majority of the Board of
Directors, should have accrued the exception, that if, at any
adjourned annual meeting, or special meeting in lieu thereof,
the holders of 35% of the outstanding Preferred Stock are not
present in person or by proxy, all the directors shall be
elected by a vote of the holders of a majority of the Common
Stock of the Corporation present or represented at the
meeting.
(C) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of at
least two-thirds of the total number of shares of the
Preferred Stock then outstanding:
(1) create, authorize or issue any new stock which,
after issuance would rank prior to the Preferred Stock
as to dividends, in liquidation, dissolution, winding up
or distribution, or create, authorize or issue any
security convertible into shares of any such stock
except for the purpose of providing funds for the
redemption of all of the Preferred Stock then
outstanding, such new stock or security not to be issued
until such redemption shall have been authorized and
notice of such redemption given and the aggregate
redemption price deposited as provided in paragraph (G)
below; provided, however, that any such new stock or
security shall be issued within twelve months after the
vote of the Preferred Stock herein provided for
authorizing the issuance of such new stock or security;
or
(2) amend, alter, or repeal any of the rights,
preferences or powers of the holders of the Preferred
Stock so as to affect adversely any such rights,
preferences or powers; provided, however, that if such
amendment, alteration or repeal affects adversely the
rights, preferences or powers of one or more, but not
all, series of Preferred Stock at the time outstanding,
only the consent of the holders of at least two-thirds
of the total number of outstanding shares of all series
so affected shall be required; and provided, further,
that an amendment to increase or decrease the authorized
amount of Preferred Stock or to create or authorize, or
increase or decrease the amount of, any class of stock;
ranking on a parity with the outstanding shares of the
Preferred Stock as to dividends or assets shall not be
deemed to affect adversely the rights, preferences or
powers of the holders of the Preferred Stock or any
series thereof.
(D) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of the
holders of a majority of the total number of shares of the
Preferred Stock then outstanding:
(1) merge or consolidate with or into any other
corporation or corporations or sell or otherwise dispose
of all or substantially all of the assets of the
Corporation, unless such merger or consolidation or sale
or other disposition, or the exchange, issuance or
assumption of all securities to be issued or assumed in
connection with any such merger or consolidation or sale
or other disposition, shall have been ordered, approved
or permitted under the Public Utility Holding Company
Act of 1935; or
(2) issue or assume any unsecured notes, debentures
or other securities representing unsecured indebtedness
for purposes other than (i) the refunding of outstanding
unsecured indebtedness theretofore issued or assumed by
the Corporation resulting in equal or longer maturities,
or (ii) the reacquisition, redemption or other
retirement of all outstanding shares of the Preferred
Stock, if immediately after such issue or assumption,
the total principal amount of all unsecured notes,
debentures or other securities representing unsecured
indebtedness issued or assumed by the Corporation,
including unsecured indebtedness then to be issued or
assumed (but excluding the principal amount then
outstanding of any unsecured notes, debentures, or other
securities representing unsecured indebtedness having a
maturity in excess of ten (10) years and in amount not
exceeding 10% of the aggregate of (a) and (b) of this
section below) would exceed ten per centum (10%) of the
aggregate of (a) the total principal amount of all bonds
or other securities representing secured indebtedness
issued or assumed by the Corporation and then to be
outstanding, and (b) the capital and surplus of the
Corporation as then to be stated on the books of account
of the Corporation. When unsecured notes, debentures or
other securities representing unsecured debt of a
maturity in excess of ten (10) years shall become of a
maturity of ten (10) years or less, it shall then be
regarded as unsecured debt of a maturity of less than
ten (10) years and shall be computed with such debt for
the purpose of determining the percentage ratio to the
sum of (a) and (b) above of unsecured debt of a maturity
of less than ten (10) years, and when provision shall
have been made, whether through a sinking fund or
otherwise, for the retirement, prior to their maturity,
of unsecured notes, debentures, or other securities
representing unsecured debt of a maturity in excess of
ten (10) years, the amount of any such security so
required to be retired in less than ten (10) years shall
be regarded as unsecured debt of a maturity of less than
ten (10) years (and not as unsecured debt of a maturity
in excess of ten (10) years) and shall be computed with
such debt for the purpose of determining the percentage
ratio to the sum of (a) and (b) above of unsecured debt
of a maturity of less than ten (10) years, provided,
however, that the payment due upon the maturity of
unsecured debt having an original single maturity in
excess of ten (10) years or the payment due upon the
latest maturity of any serial debt which had original
maturities in excess of ten (10) years shall not, for
purposes of this provision, be regarded as unsecured
debt of a maturity of less than ten (10) years until
such payment or payments shall be required to be made
within three (3) years; furthermore, when unsecured
notes, debentures or other securities representing
unsecured debt of a maturity of less than ten (10) years
shall exceed 10% of the sum of (a) and (b) above, no
additional unsecured notes, debentures or other
securities representing unsecured debt shall be issued
or assumed (except for the purpose set forth in (i) or
(ii) above) until such ratio is reduced to 10% of the
sum of (a) and (b) above; or
(3) issue, sell or otherwise dispose of any shares
of the Preferred Stock in addition to the 104,476 shares
of the Preferred Stock originally authorized, or of any
other class of stock ranking on a parity with the
Preferred Stock as to dividends or in liquidation,
dissolution, winding up or distribution, unless the
gross income of the Corporation and Mississippi Power &
Light Company, a Florida corporation, for a period of
twelve (12) consecutive calendar months within the
fifteen (15) calendar months immediately preceding the
issuance, sale or disposition of such stock, determined
in accordance with generally acccepted accounting
practices (but in any event after deducting all taxes
and the greater of (a) the amount for said period
charged by the Corporation and Mississippi Power & Light
Company, a Florida corporation, on their books to
depreciation expense or (b) the largest amount required
to be provided therefor by any mortgage indenture of the
Corporation) to be available for the payment of
interest, shall have been at least one and one-half
times the sum of (i) the annual interest charges on all
interest bearing indebtedness of the Corporation and
(ii) the annual dividend requirements on all outstanding
shares of the Preferred Stock and of all other classes
of stock ranking prior to, or on a parity with, the
Preferred Stock as to dividends or distributions,
including the shares proposed to be issued; provided,
that there shall be excluded from the foregoing
computation interest charges on all indebtedness and
dividends on all shares of stock which are to be retired
in connection with the issue of such additional shares
of the Preferred Stock or other class of stocks ranking
prior to, or on a parity with, the Preferred Stock as to
dividends or distributions; and provided, further, that
in any case where such additional shares of the
Preferred Stock, or other class of stock ranking on a
parity with the Preferred Stock as to dividends or
distributions, are to be issued in connection with the
acquisition of additional property, the gross income of
the property to be so acquired, computed on the same
basis as the gross income of the Corporation, may be
included on a pro forma basis in making the foregoing
computation; or
(4) issue, sell, or otherwise dispose of any shares
of the Preferred Stock, in addition to the 104,476
shares of the Preferred Stock originally authorized, or
of any other class of stock ranking on a parity with the
Preferred Stock as to dividends or distributions, unless
the aggregate of the capital of the Corporation
applicable to the Common Stock and the surplus of the
Corporation shall be not less than the aggregate amount
payable on the involuntary liquidation, dissolution, or
winding up of the Corporation, in respect of all shares
of the Preferred Stock and all shares of stock, if any,
ranking prior thereto, or on a parity therewith, as to
dividends or distributions, which will be outstanding
after the issue of the shares proposed to be issued;
provided, that if, for the purposes of meeting the
requirements of this subparagraph (4), it becomes
necessary to take into consideration any earned surplus
of the Corporation, the Corporation shall not thereafter
pay any dividends on shares of the Common Stock which
would result in reducing the Corporation's Common Stock
equity (as in paragraph (H) hereinafter defined) to an
amount less than the aggregate amount payable, on
involuntary liquidation, dissolution or winding up the
Corporation, on all shares of the Preferred Stock and of
any stock ranking prior to, or on a parity with, the
Preferred Stock, as to dividends or other distributions,
at the time outstanding.
(E) Each holder of Conunon Stock of the Corporation
shall be entitled to one vote, in person or by proxy, for
each share of such stock standing in his name on the books of
the Corporation. Except as hereinbefore expressly provided
in this Section Fourth, the holders of the Preferred Stock
shall have no power to vote and shall be entitled to no
notice of any meeting of the stockholders of the Corporation.
As to matters upon which holders of the Preferred Stock are
entitled to vote as hereinbefore expressly provided, each
holder of such Preferred Stock shall be entitled to one vote,
in person or by proxy, for each share of such Preferred Stock
standing in his name on the books of the Corporation.
(F) In the event of any voluntary liquidation,
dissolution or winding up of the Corporation, the Preferred
Stock, pari passu with all shares of preferred stock of any
class or series then outstanding, shall have a preference
over the Common Stock until an amount equal to the then
current redemption price shall have been paid. In the event
of any involuntary liquidation, dissolution or winding up of
the Corporation, which shall include any such liquidation,
dissolution or winding up which may arise out of or result
from the condemnation or purchase of all or a major portion
of the properties of the Corporation, by (i) the United
States Government or any authority, agency or instrumentality
thereof, (ii) a state of the United States or any polltical
subdivision, authority, agency, or instrumentality thereof,
or (iii) a disrict, cooperative or other association or
entity not organized for profit, the Preferred Stock, pari
passu with all shares of preferred stock of any class or
series then outstanding, shall also have a preference over
the Common Stock until the full par value thereof and an
amount equal to all accumulated and unpaid dividends thereon
shall have been paid by dividends or distribution.
(G) Upon the affirmative vote of a majority of the
shares of the issued and outstanding Common Stock at any
annual meeting, or any special meeting called for that
purpose, the Corporation may at any time redeem all of any
series of said Preferred Stock or may from time to time
redeem any part thereof, by paying in cash the redemption
price then applicable thereto as stated and expressed with
respect to such series in the resolution providing for the
issue of such shares adopted by the Board of Directors of the
Corporation, or in these Restated Articles of Incorporation
or any amendment thereof, plus, in each case, an amount
equivalent to the accumulated and unpaid dividends, if any,
to the date of redemption. Notice of the intention of the
Corporation to redeem all or any part of the Preferred Stock
shall be mailed not less than thirty (30) days nor more than
sixty (60) days before the date of redemption to each holder
of record of Preferred Stock to be redeemed, at his post
office address as shown by the Corporation's records, and not
less than thirty (30) days' nor more than sixty (60) days'
notioe of such redemption may be published in such manner as
may be prescribed by resolution of the Board of Directors of
the Corporation; and, in the event of such publication, no
defect in the mailing of such notice shall affect the
validity of the proceedings for the redemption of any shares
of Preferred Stock so to be redeemed. Contemporaneously with
the mailing or the publication of such notice as aforesaid or
at any time thereafter prior to the date of redemption, the
Corporation may deposit the aggregate redemption price (or
the portion thereof not already paid in the redemption of
such Preferred Stock so to be redeemed) with any bank or
trust company in the City of New York, New York, or in the
City of Jackson, Mississippi, named in such notice, payable
to the order of the record holders of the Preferred Stock so
to be redeemed, as the case may be, on the endorsement and
surrender of their certificates, and thereupon said holders
shall cease to be stockholders wlth respect to such shares;
and from and after the making of such deposit such holders
shall have no interest in or claim against the Corporation
with respect to said shares, but shall be enlitled only to
receive such moneys from said bank or trust company, with
interest, if any, allowed by such bank or trust company on
such moneys deposited as in this paragraph provided, on
endorsement and surrender of their certificates, as
aforesaid. Any moneys so deposited, plus interest thereon,
if any, remaining unclaimed at the end of six years from the
date fixed for redemption, if thereafter requested by
resolution of the Board of Directors, shall be repaid to the
Corporation, and in the event of such repayment to the
Corporation, such holders of record of the shares so redeemed
as shall not have made claim against such moneys prior to
such repayment to the Corporation, shall be deemed to be
unsecured creditors of the Corporation for an amount, without
interest, equivalent to the amount deposited, plus interest
thereon, if any, allowed by such bank or trust company, as
above stated, for the redemption of such shares and so paid
to the Corporation. Shares of the Preferred Stock which have
been redeemed shall not be reissued. If less than all of the
shares of the Preferred Stock are to be redeemed, the shares
thereof to be redeemed shall be selected by lot, in such
manner as the Board of Directors of the Corporation shall
determine, by an independent bank or trust company selected
for that purpose by the Board of Directors of the
Corporation. Nothing herein contained shall limit any legal
right of the Corporation to purchase or otherwise acquire any
shares of the Preferred Stock; provided, however, that, so
long as any shares of the Preferred Stock are outstanding,
the Corporation shall not redeem, purchase or otherwise
acquire less than all of the shares of the Preferred Stock,
if, at the time of such redemption, purchase or other
acquisition, dividends payable on the Preferred Stock shall
be in default in whole or in part, unless, prior to or
concurrently with such redemption, purchase or other
acquisition, all such defaults shall be cured or unless such
redemption, purchase or other acquisition shall have been
ordered, approved or permitted under the Public Utility
Holding Company Act of 1935; and provided further that, so
long as any shares of the Preferred Stock are outstanding,
the Corporation shall not make any payment or set aside any
funds for payment into any sinking fund for the purchase or
redemption of any shares of the Preferred Stock, if, at the
time of such payment, or the setting apart of funds for such
payment, dividends payable on the Preferred Stock shall be in
default in whole or in part, unless, prior to or concurrently
with such payment or the setting apart of funds for such
payment, all such defaults shall be cured or unless such
payment, or the setting apart of funds for such payment,
shall bave been ordered, approved or permitted under the
Public Utility Holding Company Act of 1935. Any shares of
the Preferred Stock so redeemed, purchased or acquired shall
retired and cancelled.
(H) For the purposes of this paragraph (H) and
subparagraph (4) of paragraph (D) the term "Common Stock
Equity" shall mean the aggregate of the par value of, or
stated capital represented by, the outstanding shares (other
than shares owned by the Corporation) of stock ranking junior
to the Preferred Stock as to dividends and assets, of the
premium on such junior stock and of the surplus (including
earned surplus, capital surplus and surplus invested in
plant) of the Corporation less (1) any amounts recorded on
the books of the Corporation for utility plant and other
plant in excess of the original cost thereof, (2) unamortized
debt discount and expense, capital stock discount and expense
and any other intangible items set forth on the asset side of
the balance sheet as a result of accounting convention, (3)
the excess, if any, of the aggregate amount payable on
involuntary liquidation, dissolution or winding up of the
affairs of the Corporation upon all outstanding preferred
stock of the Corporation over the aggregate par or stated
value thereof and any premiums thereon and (4) the excess, if
any, for the period beginning with January 1, 1954, to the
end of the month within ninety (90) days preceding the date
as of which Common Stock Equity is determined, of the
cumulative amount computed under requirements contained in
the Corporation's mortgage indentures relating to minimum
depreciation provisions (this cumulative amount being the
aggregate of the largest amounts separately computed for
entire periods of differing coexisting mortgage indenture
requirements), over the amount charged by the Corporation and
Mississippi Power & Light Company, a Florida corporation, on
their books for depreciation during such period, including
the final fraction of a year; provided, however, that no
deductions shall be required to be made in respect of items
referred to in subdivisions (1) and (2) of this paragraph (H)
in cases in which such items are being amortized or are
provided for, or are being provided for, by reserves. For the
purpose of this paragraph (H): (i) the term "total
capitalization" shall mean the sum of the Common Stock Equity
plus item three (3) in this paragraph (H) and the stated
capital applicable to, and any premium on, outstanding stock
of the Corporation not included in Common Stock Equity, and
the principal amount of all outstanding debt of the
Corporation maturing more than twelve months after the date
of issue thereof; and (ii) the term "dividends on Common
Stock" shall embrace dividends on Common Stock (other than
dividends payable only in shares of Common Stock),
distributions on, and purchases or other acquisitions for
value of, any Common Stock of the Corporation or other stock
if any, subordinate to its Preferred Stock. So long as any
shares of the Preferred Stock are outstanding, the
Corporation shall not declare or pay any dividends on the
Common Stock, except as follows:
(a) If and so long as the Common Stock Equity at
the end of the calendar month immediately preceding the
date on which a dividend on Common Stock is declared is,
or as a result of such dividend would become, less than
20% of total capitalization, the Corporation shall not
declare such dividends in an amount which, together with
all other dividends on Common Stock paid within the year
ending with and including the date on which such
dividend is payable, exceeds 50% of the net income of
the Corporation available for dividends on the Common
Stock for the twelve full calendar months immediately
preceding the month in which such dividends are
declared, except in an amount not exceeding the
aggregate of dividends on Common Stock which under the
restrictions set forth above in this subparagraph (a)
could have been, and have not been, declared; and
(b) If and so long as the Common Stock Equity at
the end of the calendar month immediately preceding the
date on which a dividend on Common Stock is declared is,
or as a result of such dividend would become, less than
25% but not less than 20% of total capitalization, the
Corporation shall not declare dividends on the Common
Stock in an amount which, together with all other
dividends on Comrnon Stock paid within the year ending
with and including the date on which such dividend is
payable, exceeds 75% of the net income of the
Corporation and Mississippi Power & Light Company, a
Florida corporation, available for dividends on the
Common Stock for the twelve full calendar months
immediately preceding the month in which such dividends
are declared, except in an amount not exceeding the
aggregate of dividends on Common Stock which under the
restrictions set forth above in subparagraph (a) and in
this subparagraph (b) could have been and have not been
declared; and
(c) If any time when the Common Stock Equity is 25%
or more of total capitalization, the Corporation may not
declare dividends on shares of the Common Stock which
would reduce the Common Stock Equity below 25% of total
capitalization, except to the extent provided in
subparagraphs (a) and (b) above.
At anytime when the aggregate of all amounts credited
subsequent to January 1, 1954, to the depreciation reserve
account of the Corporation and Mississippi Power & Light
Company, a Florida corporation, through charges to operating
revenue deductions or otherwise on the books of the
Corporation and Mississippi Power & Light Company, a Florida
corporation, shall be less than the amount computed as
provided in clause (aa) below, under requirements contained
in the Corporation's mortgage indentures, then for the
purposes of subparagraphs (a) and (b) above, in determining
the earnings available for common stock dividends during any
twelve-month period, the amount to be provided for
depreciation in that period shall be (aa) the greater of the
cumulative amount charged to depreciation expense on the
books of the Corporation and Mississippi Power & Light
Company, a Florida corporation, or the cumulative amount
computer under requirements contained in the Corporation's
mortgage indentures relating to minimum depreciation
provisions (the latter cumulative amount being the aggregate
of the largest amounts separately computed for entire periods
of differing co-existing mortgage indenture requirements) for
the period from January 1, 1954, to and including said twelve-
month period, less (bb) the greater of the cumulative amount
charged to depreciation expense on the books of the
Corporation and Mississippi Power & Light Company, a Florida
corporation, or the cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions (the
latter cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of differing
coexisting mortgage indenture requirements) from January 1,
1954, up to but excluding said twelve-month period; provided
that in the event any company other than Mississippi Power &
Light Company, a Florida corporation, is merged into the
Corporation the "cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions"
referred to above shall be computed without regard, for the
period perior to the merger, of property acquired in the
merger, and the "cumulative amount charged to depreciation
expense on the books of the Corporation" shall be exclusive
of amounts provided for such property prior to the merger.
(I) The Board of Directors are hereby expressly
authorized by resolution or resolutions to state and express
the series and distinctive serial designation of any
authorized and unissued shares of Preferred Stock proposed to
be issued, the number of shares to constitute each such
series, the annnal rate or rates of dividends payable on
shares of each series together with the dates on which such
dividends shall be paid in each year, the date from which
such dividends shall commence to accumulate, the amount or
amounts payable upon redemption and the sinking fund
provisions, if any, for the redemption or purchase of shares.
(J) Dividends may be paid upon the Common Stock only when
(i) dividends have been paid or declared and funds set apart
for the payment of dividends as aforesaid on the Preferred
Stock from thc date(s) after which dividends thereon became
cumulative, to the beginning of the period then current, with
respect to which such dividends on the Preferred Stock are
usually declared, and (ii) all payments have been made or
funds have been set aside for payments then or theretofore
due under sinking fund provisions, if any, for the redemption
or purchase of shares of any series of the Preferred Stock,
but whenever (x) there shall have been paid or declared and
funds shall have been set apart for the payment of all such
dividends upon the Preferred Stock as aforesaid, and (y) all
payments shall have been made or funds shall have been set
aside for payments then or theretofore due under sinking fund
provisions, if any, for the redemption or purchase of shares
of any series of the Preferred Stock, then, subject to the
limitations above set forth, dividends upon the Common Stock
may be declared payable then or thereafter, out of any net
earnings or surplus of assets over liabilities, including
capital, then remaining. After the payment of the limited
dividends and/or shares in distribution of assets to which
the Preferred Stock is expressly entitled in preference to
the Common Stock, in accordancc with the provisions
hereinabove set forth, the Common Stock alone (subject to the
rights of any class of stock hereafter authorized) shall
receive all further dividends and shares in distribution.
(K) Subject to the limitations hereinabove set forth the
Corporation from time to time may resell any of its own
stock, purchased or otherwise acquired by it as hereinafter
provided for, at such price as may be fixed by its Board of
Directors or Executive Committee.
(L) Subject to the limitations hereinabove set forth the
Corporation in order to acquire funds with which to redeem
any outstanding Preferred Stock of any class, may issue and
sell stock of any class then authorized but unissued, bonds,
notes, evidences of indebtedness, or other securities.
(M) Subject to the limitations hereinabove set forth the
Board of Directors of the Corporation may at any time
authorize the conversion or exchange of the whole or any
particular share of the outstanding preferred stock of any
class with the consent of the holder thereof, into or for
stock of any other class at the time of such consent
authorized but unissued and may fix the terms and conditions
upon which such conversion or exchange may be made; provided
that without the consent of the holders of record of
two-thirds of the shares of Common Stock outstanding given at
a meeting of the holders of the Common Stock called and held
as provided by the By-Laws or given in writing without a
meeting, the Board of Directors shall not authorize the
conversion or exchange of any preferred stock of any class
into or for Common Stock or authorize the conversion or
exchange of any preferred stock; of any class into or for
preferred stock of any other class, if by such conversion or
exchange the amount which the holders of the shares of stock
so converted or exchanged would be entitled to receive either
as dividends or shares in distribution of assets in
preference to the Common Stock would be increased.
(N) A consolidation, merger or amalgamation of the
Corporation with or into any other corporation or
corporations shall not be deemed a distribution of assets of
the Corporation within the meaning of any provisions of these
Restated Articles of Incorporation.
(O) The consideration received by the Corporation from
the sale of any additional stock without nominal or par value
shall be entered in the Corporation's capital stock account.
(P) Subject to the limitations hereinabove set forth
upon the vote of a majority of all the Directors of the
Corporation and of a majority of the total number of shares
of stock then issued and outstanding and entitled to vote,
irrespective of class (or if the vote of a larger number or
different proportion of shares is required by the laws of the
State of Mississippi notwithstanding the above agreement of
the stockholders of the Corporation to the contrary, then
upon the vote of the larger number or different proportion of
shares so required), the Corporation may from time to time
create or authorize one or more other classes of stock with
such preferences, designations, rights, privileges, powers,
restrictions, limitations and qualifications as may be
determined by said vote, which may be the same as or
different from the preferences, designations, rights,
privileges, powers, restrictions, limitations and
qualifications of the classes of stock of the Corporation
then authorized. Any such vote authorizing the creation of a
new class of stock may provide that all moneys payable by the
Corporation with respect to any class of stock thereby
authorized shall be paid in the money of any foreign country
named therein or designated by the Board of Directors,
pursuant to authority therein granted, at a fixed rate of
exchange with the money of the United States of America
therein stated or provided for and all such payments shall be
made accordingly. Any such vote may authorize any shares of
any class then authorized but unissued to be issued as shares
of such new class or classes
(Q) Subject to the limitations hereinabove set forth,
either the Preferred Stock or the Common Stock or both of
said classes of stock, may be increased at any time upon vote
of the holders of a majority of the total number of shares of
the Corporation then issued and outstanding and entitled to
vote thereon, irrespective of class.
(R) If any provisions in this Section Fourth shall be in
conflict or inconsistent with any other provisions of these
Restated Articles of Incorporation of the Corporation the
provisions of this Section Fourth shall prevail and govern.
FIFTH: The Corporation will not commence business until
at least $1,000 has been received by it as consideration for
the issuance of shares.
SIXTH: Existing provisions limiting or denying to
shareholders the preemptive right to acquire additional or
treasury shares of the Corporation are:
No holder of any stock of the Corporation shall be
entitled as of right to purchase or subscribe for any part of
any unissued stock of the Corporation, or any additional
stock of any class to be issued by reason of any increase of
the authorized capital stock of the Corporation or of bonds,
certificates of indebtedness, debentures, or other securities
convertible into stock of the Corporation, but any such
unissued stock or any such additional authorized issue of new
stock, or of securities convertible into stock, may be issued
and disposed of by the Board of Directors without offering to
the stockholders then of record, or to any class of
stockholders, any thereof on any terms.
SEVENTH: Existing provisions of the Restated Articles of
Incorporation for the regulation of the internal affairs of
the Corporation are:
(a) General authority is hereby conferred upon the
Board of Directors to fix the consideration for which
shares of stock of the Corporation without nominal or
par value may be issued and disposed of, and the shares
of stock of the Corporation without nominal or par
value, whether authorized by these Restated Articles of
Incorporation or by subsequent increase of the
authorized number of shares of stock or by amendment of
these Restated Articles of Incorporation by
consolidation or merger or otherwise, and/or any
securities convertible into stock of the Corporation
without nominal or par value may be issued and disposed
of for such consideration and on such terms and in such
manner as may be fixed from time to time by the Board of
Directors.
(b) The issue of the whole, or any part determined
by the Board of Directors, of the shares of stock of the
Corporation as partly paid, and subject to calls thereon
until the whole thereof shall have been paid, is hereby
authorized.
(c) The Board of Directors shall have power to
authorize the payment of compensation to the directors
for services to the Corporation, including fees for
attendance at meetings of the Board of Directors or the
Executive Committee and all other committees and to
determine the amount of such compensation and fees.
(d) The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued
by it, alleged to have been lost or destroyed and the
Board of Directors may, in their discretion, require the
owner of the lost or destroyed certificate, or his legal
representative, to give bond in such sum as they may
direct as indemnity against any claim that may be made
against the Corporation, its officers, employees or
agents by reason thereof; a new certificate may be
issued without requiring any bond when, in the judgment
of the directors, it is proper so to do.
If the Corporation shall neglect or refuse to issue
such a new certificate and it shall appear that the
owner thereof has applied to the Corporation for a new
certificate in place thereof and has made due proof of
the loss or destruction thereof and has given such
notice of his application for such new certificate on
such newspaper of general circulation, published in the
State of Mississippi as reasonably should be approved by
the Board of Directors, and in such other newspaper as
may be required by the Board of Directors, and has
tendered to the Corporation adequate security to
indemnify the Corporation, its officers employees, or
agents, and any person other than such applicant who
shall thereafter appear to be the lawful owner of such
alleged lost or destroyed certificate against damage,
loss or expense because of the issuance of such new
certificate, and the effect thereof as herein provided,
then, unless there is adequate cause why such new
certificate shall not be issued, the Corporation, upon
the receipt of said indemnity, shall issue a new
certificate of stock in place of such lost or destroyed
certificate. In the event that the Corporation shall
nevertheless refuse to issue a new certificate as
aforesaid, the applicant may then petition any court of
competent jurisdiction for relief against the failure of
the Corporation to perform its obligations hereunder. In
the event that the Corporation shall issue such new
certificate, any person who shall thereafter claim any
rights under the certificate in place of which such new
certificate is issued, whether such new certificate is
issued pursuant to the judgment or decree of such court
or voluntarily by the Corporation after the publication
of notice and the receipt of proof and indemnity as
aforesaid, shall have recourse to such indemnity and the
Corporation shall be discharged from all liability to
such person by reason of such certificate and the shares
represented thereby.
(e) No stockholder shall have any right to inspect
any account, book or document of the Corporation, except
as conferred by statute or authorized by the directors.
(f) A director of the 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 the
Corporation be void or voidable by reason of the fact
that any director or any firm of which any director is a
member or any corporation of which any director is a
shareholder, officer or director, 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 a vote of
a majority of a quorum of the Board of Directors or the
Executive Committee, without counting in such majority
or quorum any directors so interested or members of a
firm so interested or a shareholder, officer or director
of a corporation so interested, or (2) by the written
consent, or by vote at a stockholders' meeting of the
holders of record of a majority in number of all the
outstanding shares of stock of the Corporation entitled
to vote; nor shall any director be liable to account to
the Corporation for any profits realized by or from or
through any such transaction or contract of the
Corporation, authorized, ratified or approved as
aforesaid by reason of the fact that he or any firm of
which he is a member or any corporation of which he is a
shareholder, officer or director was interested in such
transaction or contract. Nothing herein contained shall
create any liability in the events above described or
prevent the authorization, ratification or approval of
such contract in any other manner provided by law.
(g) Any director may be removed, whether cause
shall be assigned for his removal or not, and his place
filled at any meeting of the stockholders by the vote of
a majority of the outstanding stock of the Corporation
entitled to vote. Vacancies in the Board of Directors,
except vacancies arising from the removal of directors,
shall be filed by the directors remaining in office.
(h) Any property of the Corporation not essential
to the conduct of its corporate business and purposes
may be sold, leased, exchanged or otherwise disposed of
by authority of its Board of Directors and the
Corporation may sell, lease or exchange all of its
property and franchises or any of its property,
franchises, corporate rights or privileges essential to
the conduct of its corporate business and purposes upon
the consent of and for such considerations and upon such
terms as may be authorized by a majority of the Board of
Directors and the holders of a majority of the
outstanding shares of stock entitled to vote, expressed
in writing or by vote at a meeting called for that
purpose in the manner provided by the By-Laws of the
Corporation for special meetings of stockholders; and at
no time shall any of the plants, properties, easements,
franchises (other than corporate franchises) or
securities then owned by the Corporation be deemed to be
property, franchises, corporate rights or privileges
essential to the conduct of the corporate business and
purposes of the Corporation.
Upon the vote or consent of the stockholders
required to dissolve the Corporation, the Corporation
shall have power, as the attorney and agent of the
holders of all of its outstanding stock, to sell, assign
and transfer all such stock to a new corporation
organized under the laws of the United States, the State
of Mississippi or any other state, and to receive as the
consideration therefor shares of stock of such new
corporation of the several classes into which the stock
of the Corporation is then divided, equal in number to
the number of shares of stock of the Corporation of said
several classes then outstanding, such shares of said
new corporation to have the same preferences, voting
powers, restrictions and qualifications thereof as may
then attach to the classes of stock of the Corporation
then outstanding so far as the same shall be consistent
with such laws of the United States or of the State of
Mississippi or of such other state, except that the
whole or any part of such stock or any class thereof may
be stock with or without nominal or par value. In order
to make effective such a sale, assignment and transfer,
the Corporation shall have the right to transfer all its
outstanding stock on its books and to issue and deliver
new certificates therefor in such names and amounts as
such new corporation may direct without receiving for
cancellation the certificates for such stock previously
issued and then outstanding. Upon completion of such
sale, assignment and transfer, the holders of the stock
of the Corporation shall have no rights or interests in
or against the Corporation except the right, upon
surrender of certificates for stock of the Corporation
properly endorsed, if required, to receive from the
Corporation certificates for shares of stock of such new
corporation of the class corresponding to the class of
the shares surrendered, equal in number to the number of
shares of the stock of the Corporation so surrendered.
(i) Upon the written assent or pursuant to the
affirmative vote in person or by proxy of the holders of
a majority in number of the shares then outstanding and
entitled to vote, irrespective of class, (1) any or
every statute of the State of Mississippi hereafter
enacted, whereby the rights, powers or privileges of the
Corporation are or may be increased, diminished or in
any way affected or whereby the rights, powers or
privileges of the stockholders of corporations organized
under the law under which the Corporation is organized,
are increased, diminished or in any way affected or
whereby effect is given to the action taken by any part,
less than all, of the stockholders of any such
corporation, shall, notwithstanding any provisions which
may at the time be contained in these Restated Articles
of Incorporation or any law, apply to the Corporation,
and shall be binding not only upon the Corporation, but
upon every stockholder thereof, to the same extent as if
such statute had been in force at the date of the making
and filing of these Restated Articles of Incorporation
and/or (2) amendments of these Restated Articles of
Incorporation authorized at the time of the making of
such amendments by the laws of the State of Mississippi
may be made.
EIGHTH: The Restated Articles of Incorporation correctly
set forth without change the corresponding provisions of the
Articles of Incorporation as heretofore amended and restated,
and supersede the original Articles of Incorporation, and all
amendments thereto, and prior Restated Articles of
Incorporation and all amendments thereto.
DATED: December 21, 1983.
MISSISSIPPI POWER & LIGHT COMPANY
By: D. C. LUTKEN
Its President
[CORPORATE SEAL]
By: F. S. YORK, JR.
Its Secretary
STATE OF MISSISSIPPI
COUNTY OF HINDS
I, Bethel Ferguson, a Notary Public, do hereby certify
that on this 21st day of December, 1983, personally appeared
before me D. C. Lutken. who, being by me first duly sworn,
declared that he is the President of Mississippi Power &
Light Company, that he signed the foregoing document as
President of the Corporation, and that the statements therein
contained are true.
BETHEL FERGUSON
Notary Public
My commission expires July 23, 1987.
[NOTARY'S SEAL]
<PAGE>
RESTATED ARTICLES OF INCORPORATION
of
MISSISSIPPI POWER & LIGHT COMPANY
Filing and Recording Data
Restated Articles of Incorporation filed with Secretary of
State--December 21, 1983
Certificate of Restated Articles of Incorporation issued by
Secretary of State--December 21, 1983
Certificate of Restated Articles of Incorporation and
Restated Articles of Incorporation filed for record in the
office of the Chancery Clerk of the First Judicial District
of Hinds County, Mississippi, Book 189, Page 624--December
22, 1983.
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Statement of Resolution Establishing Series of Shares
October 25, 1984
Pursuant to the provisions of Section 79-3-29 of the
Mississippi Business Corporation Law, the undersigned
Corporation submits the following statement for the purpose
of establishing and designating a series of shares and fixing
and determining the relative rights and preferences thereof:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The attached resolution establishing and designating
a series of shares and fixing and determining the
relative rights and preferences thereof was duly
adopted by the Board of Directors of the Corporation
on October 24, 1984.
Dated this the 25th day of October, 1984.
MISSISSIPPI POWER & LIGHT COMPANY
By/s/ William Cavanaugh, III
William Cavanaugh, III
President
By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary
<PAGE>
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify
that on this October 25, 1984, personally appeared before me
William Cavanaugh, III, who, being by me first duly sworn,
declared that he is President of Mississippi Power & Light
Company, that he executed the foregoing document as President
of the Corporation, and that the statements therein contained
are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
March 30, 1986
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify
that on this October 25, 1984, personally appeared before me
Frank S. York, Jr., who, being by me first duly sworn,
declared that he is Senior Vice President, Chief Financial
Officer and Secretary of Mississippi Power & Light Company,
that he executed the foregoing document as Senior Vice
President, Chief Financial Officer and Secretary of the
Corporation, and that the statements therein contained are
true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
March 30, 1986
<PAGE>
RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as
follows:
A series of 150,000 shares of the Preferred Stock shall:
(a) be designated "16.16% Preferred Stock, Cumulative,
$100 Par Value;"
(b) have a dividend rate of $16.16 per share per annum
payable quarterly on February 1, May 1, August 1, and
November 1 of each year, the first dividend date to be
February 1, 1986, and such dividends to be cumulative from
the date of issuance;
(c) be subject to redemption at the price of $116.16
per share if redeemed on or before November 1, 1989, of
$112.12 per share if redeemed after November 1, 1989, and on
or before November 1, 1994, of $108.08 per share if redeemed
after November 1, 1994, and on or before November 1, 1999,
and of $104.04 per share if redeemed after November 1, 1999,
in each case plus an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date fixed for
redemption; provided, however, that no share of the 16.16%
Preferred Stock, Cumulative, $100 Par Value, shall be
redeemed prior to November 1, 1989, if such redemption is for
the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation of
stock ranking prior to or on a parity with the 16.16%
Preferred Stock, Cumulative, $100 Par Value, as to dividends
or assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed) of
less than 16.2772% per annum; and
(d) be subject to redemption as and for a sinking fund
as follows: on November 1, 1989 and on each November 1
thereafter (each such date being hereinafter referred to as a
"16.16% Sinking Fund Redemption Date"), for so long as any
shares of the 16.16% Preferred Stock, Cumulative, $100 Par
Value, shall remain outstanding, the Corporation shall
redeem, out of funds legally available therefor, 7,500 shares
of the 16.16% Preferred Stock, Cumulative, $100 Par Value,
(or the number of shares than outstanding if less than 7,500)
at the sinking fund redemption price of $100 per share plus,
as to each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the date
of redemption (the obligation of the Corporation so to redeem
the shares of the 16.16% Preferred Stock, Cumulative, $100
Par Value, being hereinafter referred to as the "16.16%
Sinking Fund Obligation"); the 16.16% Sinking Fund Obligation
shall be cumulative; if on any 16.16% Sinking Fund Redemption
Date, the Corporation shall not have funds legally available
therefor sufficient to redeem the full number of shares
required to be redeemed on that date, the 16.16% Sinking Fund
Obligation with respect to the shares not redeemed shall
carry forward to each successive 16.16% Sinking Fund
Redemption Date until such shares shall have been redeemed;
whenever on any 16.16% Sinking Fund Redemption Date, the
funds of the Corporation legally available for the
satisfaction of the 16.16% Sinking Fund Obligation and all
other sinking fund and similar obligations than existing with
respect to any other class or series of its stock ranking on
a parity as to dividends or assets with the 16.16% Preferred
Stock, Cumulative, $100 Par Value (such obligation and
obligations collectively being hereinafter referred to as the
"Total Sinking Fund Obligations"), are insufficient to
permit the Corporation to satisfy fully its Total Sinking
Fund Obligation on that date, the Corporation shall apply to
the satisfaction on its 16.16% Sinking Fund Obligation on
that date that proportion of such legally available funds
which is equal to the ratio of such 16.16% Sinking Fund
Obligation to such Total Sinking Fund Obligation; in addition
to the 16.16% Sinking Fund Obligation, the Corporation shall
have the option, which shall be noncumulative, to redeem,
upon authorization of the Board of Directors, on each 16.16%
Sinking Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 7,500 additional shares of the 16.16%
Preferred Stock, Cumulative $100 Par Value; the Corporation
shall be entitled, at its election, to credit against its
16.16% Sinking Fund Obligation on any 16.16% Sinking Fund
Redemption Date any shares of the Preferred Stock,
Cumulative, $100 Par Value (including shares of the 16.16%
Preferred Stock, Cumulative, $100 Par Value, optionally
redeemed at the aforesaid sinking fund price) theretofore
redeemed (other than shares of the 16.16% Preferred Stock,
Cumulative, $100 Par Value, redeemed pursuant to the 16.16%
Sinking Fund Obligation) purchased or otherwise acquired and
not previously credited against the 16.16% Sinking Fund
Obligation.
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Statement of Resolution Establishing Series of Shares
July 24, 1986
Pursuant to the provisions of Section 79-3-29 of the
Mississippi Code of 1972, the undersigned Corporation submits
the following statement for the purpose of establishing and
designating a series of shares and fixing and determining the
relative rights and preferences thereof:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The attached resolution establishing and designating
a series of shares and fixing and determining the
relative rights and preferences thereof was duly
adopted by the Board of Directors of the Corporation
on July 24, 1986.
Dated this the 24th day of July, 1986.
MISSISSIPPI POWER & LIGHT COMPANY
By/s/ William Cavanaugh, III
William Cavanaugh, III
President
By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary
<PAGE>
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joseph L. Blount, a Notary Public, do hereby certify
that on this July 24, 1986, personally appeared before me
William Cavanaugh, III, who, being by me first duly sworn,
declared that he is President of Mississippi Power & Light
Company, a Mississippi corporation, that he executed the
foregoing document as President of the Corporation, and that
the statements therein contained are true.
/s/ Joseph L. Blount
Joseph L. Blount, Notary Public
My Commission Expires:
January 20, 1990
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joseph L. Blount, a Notary Public, do hereby certify
that on this July 24, 1986, personally appeared before me
Frank S. York, Jr., who, being by me first duly sworn,
declared that he is Senior Vice President, Chief Financial
Officer and Secretary of Mississippi Power & Light Company, a
Mississippi corporation, that he executed the foregoing
document as Senior Vice President, Chief Financial Officer
and Secretary of the Corporation, and that the statements
therein contained are true.
/s/ Joseph L. Blount
Joseph L. Blount, Notary Public
My Commission Expires:
January 20, 1990
<PAGE>
RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as
follows:
A series of 350,000 shares of the Preferred Stock shall:
(a) be designated "9% Preferred Stock, Cumulative, $100
Par Value;"
(b) have a dividend rate of $9.00 per share per annum
payable quarterly on February 1, May 1, August 1, and
November 1 of each year, the first dividend date to be
November 1, 1986, and such dividends to be cumulative from
the date of issuance;
(c) be subject to redemption at the price of $109.00
per share if redeemed on or before July 1, 1991, of $106.75
per share if redeemed after July 1, 1991, in each case plus
an amount equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption; provided,
however, that no share of the 9% Preferred Stock, Cumulative,
$100 Par Value, shall be redeemed prior to July 1, 1991, if
such redemption is for the purpose or in anticipation of
refunding such share through the use, directly or indirectly,
of funds borrowed by the Corporation, or through the use,
directly or indirectly, of funds derived through the issuance
by the Corporation of stock ranking prior to or on a parity
with the 9% Preferred Stock, Cumulative, $100 Par Value, as
to dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice) or
such stock has an effective dividend cost to the Corporation
(so computed) of less than 9.9901% per annum; and
(d) be subject to redemption as and for a sinking fund
as follows: on July 1, 1991, and on each July 1 thereafter
(each such date being hereinafter referred to as a "9%
Sinking Fund Redemption Date"), for so long as any shares of
the 9% Preferred Stock, Cumulative, $100 Par Value, shall
remain outstanding, the Corporation shall redeem, out of
funds legally available therefor, 70,000 shares of the 9%
Preferred Stock, Cumulative, $100 Par Value, (or the number
of shares than outstanding if less than 70,000) at the
sinking fund redemption price of $100 per share plus, as to
each share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the date
of redemption (the obligation of the Corporation so to redeem
the shares of the 9% Preferred Stock, Cumulative, $100 Par
Value, being hereinafter referred to as the "9% Sinking Fund
Obligation"); the 9% Sinking Fund Obligation shall be
cumulative; if on any 9.% Sinking Fund Redemption Date, the
Corporation shall not have funds legally available therefor
sufficient to redeem the full number of shares required to be
redeemed on that date, the 9% Sinking Fund Obligation with
respect to the shares not redeemed shall carry forward to
each successive 9% Sinking Fund Redemption Date until such
shares shall have been redeemed; whenever on any 9% Sinking
Fund Redemption Date, the funds of the Corporation legally
available for the satisfaction of the 9% Sinking Fund
Obligation and all other sinking fund and similar obligations
than existing with respect to any other class or series of
its stock ranking on a parity as to dividends or assets with
the 9% Preferred Stock, Cumulative, $100 Par Value (such
obligation and obligations collectively being hereinafter
referred to as the "Total Sinking Fund Obligations"), are
insufficient to permit the Corporation to satisfy fully its
Total Sinking Fund Obligation on that date, the Corporation
shall apply to the satisfaction on its 9% Sinking Fund
Obligation on that date that proportion of such legally
available funds which is equal to the ratio of such 9%
Sinking Fund Obligation to such Total Sinking Fund
Obligation; the Corporation shall be entitled, at its
election, to credit against its 9% Sinking Fund Obligation on
any 9% Sinking Fund Redemption Date any shares of the
Preferred Stock, Cumulative, $100 Par Value, theretofore
redeemed (other than shares of the 9% Preferred Stock,
Cumulative, $100 Par Value, redeemed pursuant to the 9%
Sinking Fund Obligation) purchased or otherwise acquired and
not previously credited against the 9% Sinking Fund
Obligation.
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Statement of Cancellation of Shares
September 1, 1986
Pursuant to the provisions of Section 79-3-133 of the
Mississippi Code of 1972, the undersigned Corporation submits
the following statement of cancellation of redeemable shares
by redemption:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The number of redeemable shares cancelled through
redemption is 20,000 shares of 17% preferred stock,
cumulative, $100 par value.
3. The aggregate number of issued shares, itemized by
class and series, after giving effect to such
cancellation is as follows:
(a) 6,275,000 shares of common stock, without par
value;
(b) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(c) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(d) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(e) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(f) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(g) 180,000 shares of 17% preferred stock,
cumulative, $100 par value;
(h) 100,000 shares of 14.75% preferred stock,
cumulative, $100 par value;
(i) 100,000 shares of 12% preferred stock,
cumulative, $100 par value;
(j) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(k) 350,000 shares of 9% preferred stock,
cumulative, $100 par value;
4. The amount, expressed in dollars, of the stated
capital of the Corporation, after giving effect to
such cancellation is $270,205,800.00.
5. The Restated Articles of Incorporation of the
Corporation provide that the cancelled shares shall
not be reissued, and the number of shares which the
Corporation has authority to issue, itemized by
class, after giving effect to such cancellation, is
as follows:
(a) 15,000,000 shares of common stock, without par
value, 6,275,000 of such shares being issued
and outstanding at the date hereof; and
(b) 1,984,476 shares of preferred stock, 1,258,808
shares of which are issued and outstanding as
outlined above.
Dated this the 10th day of December, 1986.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary
By /s/ A. H. Mapp
A. H. Mapp
Assistant Secretary and
Assistant Treasurer
<PAGE>
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify
that on this 10th day of December, 1986, personally appeared
before me Frank S. York, Jr., who, being by me first duly
sworn, declared that he is Senior Vice President, Chief
Financial Officer and Secretary of Mississippi Power & Light
Company, a Mississippi corporation, that he executed the
foregoing document as Senior Vice President, Chief Financial
Officer and Secretary of the Corporation, and that the
statements therein contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify
that on this 10th day of December, 1986, personally appeared
before me A. H. Mapp, who, being by me first duly sworn,
declared that he is Assistant Secretary and Assistant
Treasurer of Mississippi Power & Light Company, a Mississippi
corporation, that he executed the foregoing document as
Senior Vice President, Chief Financial Officer and Secretary
of the Corporation, and that the statements therein contained
are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Statement of Cancellation of Shares
November 1, 1986
Pursuant to the provisions of Section 79-3-133 of the
Mississippi Code of 1972, the undersigned Corporation submits
the following statement of cancellation of redeemable shares
by redemption:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The number of redeemable shares cancelled through
redemption is 180,000 shares of 17% preferred stock,
cumulative, $100 par value.
3. The aggregate number of issued shares, itemized by
class and series, after giving effect to such
cancellation is as follows:
(a) 6,275,000 shares of common stock, without par
value;
(b) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(c) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(d) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(e) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(f) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(g) 100,000 shares of 14.75% preferred stock,
cumulative, $100 par value;
(h) 100,000 shares of 12% preferred stock,
cumulative, $100 par value;
(i) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(j) 350,000 shares of 9% preferred stock,
cumulative, $100 par value;
4. The amount, expressed in dollars, of the stated
capital of the Corporation, after giving effect to
such cancellation is $252,205,800.00.
5. The Restated Articles of Incorporation of the
Corporation provide that the cancelled shares shall
not be reissued, and the number of shares which the
Corporation has authority to issue, itemized by
class, after giving effect to such cancellation, is
as follows:
(a) 15,000,000 shares of common stock, without par
value, 6,275,000 of such shares being issued
and outstanding at the date hereof; and
(b) 1,804,476 shares of preferred stock, 1,078,808
shares of which are issued and outstanding as
outlined above.
Dated this the 10th day of December, 1986.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary
By /s/ A. H. Mapp
A. H. Mapp
Assistant Secretary and
Assistant Treasurer
<PAGE>
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify
that on this 10th day of December, 1986, personally appeared
before me Frank S. York, Jr., who, being by me first duly
sworn, declared that he is Senior Vice President, Chief
Financial Officer and Secretary of Mississippi Power & Light
Company, a Mississippi corporation, that he executed the
foregoing document as Senior Vice President, Chief Financial
Officer and Secretary of the Corporation, and that the
statements therein contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify
that on this 10th day of December, 1986, personally appeared
before me A. H. Mapp, who, being by me first duly sworn,
declared that he is Assistant Secretary and Assistant
Treasurer of Mississippi Power & Light Company, a Mississippi
corporation, that he executed the foregoing document as
Senior Vice President, Chief Financial Officer and Secretary
of the Corporation, and that the statements therein contained
are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Statement of Cancellation of Shares
November 1, 1986
Pursuant to the provisions of Section 79-3-133 of the
Mississippi Code of 1972, the undersigned Corporation submits
the following statement of cancellation of redeemable shares
by redemption:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The number of redeemable shares cancelled through
redemption is 100,000 shares of 14.75% preferred
stock, cumulative, $100 par value.
3. The aggregate number of issued shares, itemized by
class and series, after giving effect to such
cancellation is as follows:
(a) 6,275,000 shares of common stock, without par
value;
(b) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(c) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(d) 100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(e) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(f) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(g) 100,000 shares of 12% preferred stock,
cumulative, $100 par value;
(h) 150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(i) 350,000 shares of 9% preferred stock,
cumulative, $100 par value;
4. The amount, expressed in dollars, of the stated
capital of the Corporation, after giving effect to
such cancellation is $242,205,800.00.
5. The Restated Articles of Incorporation of the
Corporation provide that the cancelled shares shall
not be reissued, and the number of shares which the
Corporation has authority to issue, itemized by
class, after giving effect to such cancellation, is
as follows:
(a) 15,000,000 shares of common stock, without par
value, 6,275,000 of such shares being issued
and outstanding at the date hereof; and
(b) 1,704,476 shares of preferred stock, 978,808
shares of which are issued and outstanding as
outlined above.
Dated this the 10th day of December, 1986.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ Frank S. York, Jr.
Frank S. York, Jr.
Senior Vice President,
Chief Financial Officer
and Secretary
By /s/ A. H. Mapp
A. H. Mapp
Assistant Secretary and
Assistant Treasurer
<PAGE>
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify
that on this 10th day of December, 1986, personally appeared
before me Frank S. York, Jr., who, being by me first duly
sworn, declared that he is Senior Vice President, Chief
Financial Officer and Secretary of Mississippi Power & Light
Company, a Mississippi corporation, that he executed the
foregoing document as Senior Vice President, Chief Financial
Officer and Secretary of the Corporation, and that the
statements therein contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify
that on this 10th day of December, 1986, personally appeared
before me A. H. Mapp, who, being by me first duly sworn,
declared that he is Assistant Secretary and Assistant
Treasurer of Mississippi Power & Light Company, a Mississippi
corporation, that he executed the foregoing document as
Senior Vice President, Chief Financial Officer and Secretary
of the Corporation, and that the statements therein contained
are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Statement of Resolution Establishing Series of Shares
January 13, 1987
Pursuant to the provisions of Section 79-3-29 of the
Mississippi Code of 1972, the undersigned Corporation submits
the following statement for the purpose of establishing and
designating a series of shares and fixing and determining the
relative rights and preferences thereof:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The attached resolution establishing and designating
a series of shares and fixing and determining the
relative rights and preferences thereof was duly
adopted by the Board of Directors of the Corporation
on January 13, 1987.
Dated this the 13th day of January, 1987.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ D. C. Lutken
D. C. Lutken
President, Chairman of
the Board and Chief
Executive Officer
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
<PAGE>
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify
that on this January 13, 1987, personally appeared before me
D. C. Lutken, who, being by me first duly sworn, declared
that he is President, Chairman of the Board and Chief
Executive Officer of Mississippi Power & Light Company, a
Mississippi corporation, that he executed the foregoing
document as President, Chairman of the Board and Chief
Executive Officer of the Corporation, and that the statements
therein contained are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
STATE OF MISSISSIPPI
COUNTY OF MINDS
I, Joy L. Spears, a Notary Public, do hereby certify
that on this January 13, 1987, personally appeared before me
G. A. Goff, who, being by me first duly sworn, declared that
he is Senior Vice President, Chief Financial Officer and
Secretary of Mississippi Power & Light Company, a Mississippi
corporation, that he executed the foregoing document as
Senior Vice President, Chief Financial Officer and Secretary
of the Corporation, and that the statements therein contained
are true.
/s/ Joy L. Spears
Joy L. Spears, Notary Public
My Commission Expires:
________________________
<PAGE>
RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as
follows:
A series of 350,000 shares of the Preferred Stock shall:
(a) be designated "9.76% Preferred Stock, Cumulative,
$100 Par Value;"
(b) have a dividend rate of $9.76 per share per annum
payable quarterly on February 1, May 1, August 1, and
November 1 of each year, the first dividend date to be May 1,
1987, and such dividends to be cumulative from the date of
issuance;
(c) be subject to redemption at the price of $109.76
per share if redeemed on or before January 1, 1988, of
$108.68 per share if redeemed after January 1, 1988, and on
or before January 1, 1989, of $107.60 per share if redeemed
after January 1, 1989,, and on or before January 1, 1990, of
$106.51 per share if redeemed after January 1, 1990, and on
or before January 1, 1991, of $105.43 per share if redeemed
after January 1, 1991, and on or before January 1, 1992, of
$104.34 per share if redeemed after January 1, 1992, and on
or before January 1, 1993, of $103.26 per share if redeemed
after January 1, 1993, and on or before January 1, 1994, of
$102.17 per share if redeemed after January 1, 1994, and on
or before January 1, 1995, of $101.09 per share if redeemed
after January 1, 1995, and on or before January 1, 1996, and
of $100.00 per share if redeemed after January 1, 1996, in
each case plus an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date fixed for
redemption; provided, however, that no share of the 9.76%
Preferred Stock, Cumulative, $100 Par Value, shall be
redeemed prior to January 1, 1992, if such redemption is for
the purpose or in anticipation of refunding such share
through the use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or indirectly,
of funds derived through the issuance by the Corporation of
stock ranking prior to or on a parity with the 9.76%
Preferred Stock, Cumulative, $100 Par Value, as to dividends
or assets, if such borrowed funds have an effective interest
cost to the Corporation (computed in accordance with
generally accepted financial practice) or such stock has an
effective dividend cost to the Corporation (so computed) of
less than 9.9165% per annum; and
(d) be subject to redemption as and for a sinking fund
as follows: on January 1, 1993, and on each January 1
thereafter (each such date being hereinafter referred to as a
"9.76% Sinking Fund Redemption Date"), for so long as any
shares of the 9.76% Preferred Stock, Cumulative, $100 Par
Value, shall remain outstanding, the Corporation shall
redeem, out of funds legally available therefor, 70,000
shares of the 9.76% Preferred Stock, Cumulative, $100 Par
Value, (or the number of shares than outstanding if less than
70,000) at the sinking fund redemption price of $100 per
share plus, as to each share so redeemed, an amount
equivalent to the accumulated and unpaid dividends thereon,
if any, to the date of redemption (the obligation of the
Corporation so to redeem the shares of the 9.76% Preferred
Stock, Cumulative, $100 Par Value, being hereinafter referred
to as the "9.76% Sinking Fund Obligation"); the 9.76% Sinking
Fund Obligation shall be cumulative; if on any 9.76% Sinking
Fund Redemption Date, the Corporation shall not have funds
legally available therefor sufficient to redeem the full
number of shares required to be redeemed on that date, the
9.76% Sinking Fund Obligation with respect to the shares not
redeemed shall carry forward to each successive 9.76% Sinking
Fund Redemption Date until such shares shall have been
redeemed; whenever on any 9.76% Sinking Fund Redemption Date,
the funds of the Corporation legally available for the
satisfaction of the 9.76% Sinking Fund Obligation and all
other sinking fund and similar obligations than existing with
respect to any other class or series of its stock ranking on
a parity as to dividends or assets with the 9.76% Preferred
Stock, Cumulative, $100 Par Value (such obligation and
obligations collectively being hereinafter referred to as the
"Total Sinking Fund Obligations"), are insufficient to
permit the Corporation to satisfy fully its Total Sinking
Fund Obligation on that date, the Corporation shall apply to
the satisfaction on its 9.76% Sinking Fund Obligation on that
date that proportion of such legally available funds which is
equal to the ratio of such 9.76% Sinking Fund Obligation to
such Total Sinking Fund Obligation; the Corporation shall be
entitled, at its election, to credit against its 9.76%
Sinking Fund Obligation on any 9.76% Sinking Fund Redemption
Date any shares of the Preferred Stock, Cumulative, $100 Par
Value, theretofore redeemed (other than shares of the 9.76%
Preferred Stock, Cumulative, $100 Par Value, redeemed
pursuant to the 9.76% Sinking Fund Obligation) purchased or
otherwise acquired and not previously credited against the
9.76% Sinking Fund Obligation.
FURTHER RESOLVED That the officers of the Company are hereby
authorized and directed to execute, file, publish and record
all such statements and other documents, and to do and
perform all such other and further acts and things, as in the
judgment of the officer or officers taking such action may be
necessary or desirable for the purpose of causing the
immediately preceding resolution to become fully effective
and of causing said resolution to become and constitute an
amendment of the Restated Articles of Incorporation of the
Company, all in the manner and to the extent required by the
Mississippi Business Corporation Law.
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (Supp. 1987)
March 8, 1988
The undersigned corporation, pursuant to Section 79-4-
6.31 of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 5,000 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a) 15,000,000 shares of common stock, without par
value, 6,275,000 of such shares being issued and
outstanding at the date hereof; and
(b) 1,699,476 shares of preferred stock, 1,323,808
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 95,000 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 8th day of March, 1988.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
By /s/ J. R. Martin
J. R. Martin
Treasurer and Assistant
Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (Supp. 1988)
January 19, 1989
The undersigned corporation, pursuant to Section 79-4-
6.31 of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 1,500 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,699,476 shares of preferred stock, 1,323,808
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 93,500 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 19th day of January, 1989.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
<PAGE>
REGISTERED AGENT/OFFICE STATEMENT OF CHANGE
(Mark appropriate box)
X DOMESTIC X PROFIT
FOREIGN NONPROFIT
1. Name of Corporation:
Mississippi Power & Light Company
Federal Tax ID: 64-0205830
2. Current street address of registered office:
308 East Pearl Street
Jackson, Mississippi 39201
3. New street address of registered office: (No change)
4. Name of current registered agent:
Donald C. Lutken or Robert C. Grenfell
5. Name of new registered agent:
Michael B. Bemis or Robert C. Grenfell
6. (Mark appropriate box)
(X) The undersigned hereby accepts designation as
registered agent for service of process.
/s/ Michael B. Bemis
/s/ Robert C. Grenfell
( ) Statement of written consent if attached.
7. ( ) Nonprofit. The street address of the registered
office and the street address of the
principal office of its registered
agent will be identical.
(X) Profit. The street address of the registered
office and the street address of the
business office of its registered agent
will be identical.
8. The corporation has been notified of the change of
registered office.
Mississippi Power & Light Company
Corporate Name
By: Michael B. Bemis, President and COO /s/ Michael B. Bemis
PRINTED NAME/CORPORATE TITLE SIGNATURE
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (Supp. 1988)
March 30, 1989
The undersigned corporation, pursuant to Section 79-4-
6.31 of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 8,500 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,699,476 shares of preferred stock, 1,323,808
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 85,000 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 30th day of March, 1989.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (Supp. 1988)
March 30, 1989
The undersigned corporation, pursuant to Section 79-4-
6.31 of the Mississippi Code of 1972, as amended, submits the
following document and sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 5,800 shares of 12%
Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,692,176 shares of preferred stock, 1,316,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 87,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)150,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 30th day of March, 1989.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
<PAGE>
ARTICLES OF CORRECTION
(Mark appropriate box)
X PROFIT NONPROFIT
The undersigned corporation, pursuant to Section 79-4-1.24
(if a profit corporation) or Section 79-11-113 (if a
nonprofit corporation) of the Mississippi Code of 1972, as
amended, hereby executes the following document and sets
forth:
1. The name of the corporation is:
Mississippi Power & Light Company
2. (Mark appropriate box.)
(X) The document to be corrected is Articles of
Amendment which became effective on March 31,
1989 (date).
( ) A copy of the document to be corrected is attached.
3. The aforesaid articles contain the following incorrect
statement:
See Attachment "A"
4. a. The reason such statement is incorrect is: The
reduction in the number of shares of the class and
series referred to in attachment A was incorrectly
states as 8,500, and should have been 5,800, which
incorrect statement is a component of certain other
statements made in the Articles of Amendment, all as
reflected in attachment "A".
or
b. The manner in which the execution of such document
was defective was:
5. The correction is as follows: Attachment "B", a new
executed form of Articles of Amendment, is substituted
in its entirety for the Articles of Amendment referred
to above.
6. The certificate of correction shall become effective on
March 31, 1989.
By: Mississippi Power & Light Company /s/ G. A. Goff
printed name/corporation title G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
<PAGE>
ATTACHMENT "A"
The following incorrect statements were included in the
Articles of Amendment under Miss. Code Ann. Section 74-4-6.31
(Supp. 1988) dated March 30, 1989:
1. Paragraph 2 thereof provided as follows: "The
reduction in the number of authorized shares,
itemized by class and series, is 8,500 shares of
12% Preferred Stock, Cumulative, $100 par value."
2. Paragraph 3(b) provided in part as follows:
"1,699,476 shares of preferred stock, 1,323,808
shares of which are issued and outstanding in the
following series:
(vi) 85,000 shares of 12% preferred stock,
cumulative, $100 par value;
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (Supp. 1988)
November 2, 1989
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (Supp. 1988), submits the following
document and sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 90,000 shares of
16.16% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,602,176 shares of preferred stock, 1,226,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $200 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 87,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)60,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 2nd day of November, 1989.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1972)
March 28, 1990
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1972), submits the following document and
sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 10,000 shares of
12.009% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,592,176 shares of preferred stock, 1,216,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $200 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 77,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)60,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 30th day of March, 1990.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1972)
November 2, 1990
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1972), submits the following document and
sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 15,000 shares of
16.16% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,577,176 shares of preferred stock, 1,201,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 77,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)45,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 2nd day of November, 1990.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
<PAGE>
[Letterhead of Wise Carter Child & Caraway]
March 26, 1991
Ms. Sylvia Jacobs
Branch Supervisor-Corporations Business Services
Secretary of State of State of Mississippi
202 North Congress Street, Suite 601
Jackson, MS 39205
Re: Mississippi Power & Light Company
Articles of Amendment
Dear Ms. Jacobs:
I received your Notice of Return regarding the Articles
of Amendment we recently filed for Mississippi Power & Light
Company under Section 79-4-6.31 of the Mississippi Code.
Your Notice of Return states that we must use Form C-3
provided in the Guide for Domestic Corporations published by
the Mississippi Secretary of State.
I draw your attention to the fact that the Articles of
Amendment we are filing are being filed under Section 79-4-
6.31 (1989) of the Mississippi Code, and not Section 79-4-
10.06. I agree that if we were filing Articles of Amendment
under Section 79-4-10.06, the proper form to use would be
Form C-3 provided by the Mississippi Secretary of State.
However, the Articles of Amendment we are filing are being
filed only because stock was redeemed by the corporation and
is now being cancelled.
We have used the form enclosed with this letter numerous
times in the past to file Articles of Amendment pursuant to
Section 79-4-6.31, after consultation with Ray Bailey. It is
my opinion that the form for the standard Articles of
Amendment would not be appropriate for the type of amendment
we are filing, and there is no place on the form to provide
the information required under Section 79-4-6.31.
Accordingly, I am returning our duplicate originals of the
Articles of Amendment and request that you file one among the
records in your office, and return the conformed copy, marked
"Filed," to my attention at the above address.
If you have any questions, please feel free to call at
the above direct dial number.
Very truly yours,
/s/ J. Michael Cockrell
J. Michael Cockrell
DMC/st
Enclosure
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
March 18, 1991
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is (a) 80 shares of
4.36% preferred stock, cumulative, $100 par value;
(b) 588 shares of 4.56% preferred stock, cumulative,
$100 par value; and (c) 10,000 shares of 12%
preferred stock, cumulative, $100 par value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,566,508 shares of preferred stock, 1,191,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 67,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)45,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)350,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 18th day of March, 1991.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ G. A. Goff
G. A. Goff
Senior Vice President,
Chief Financial Officer
and Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
July 12, 1991
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of
9.00% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,496,508 shares of preferred stock, 1,121,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 67,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)45,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)280,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 12th day of July, 1991.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
A. H. Mapp
Assistant Treasurer and
Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
November 19, 1991
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 15,000 shares of
16.16% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,481,508 shares of preferred stock, 1,106,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 67,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)30,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)280,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 19th day of November, 1991.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
A. H. Mapp
Assistant Treasurer and
Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
March 13, 1992
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 10,000 shares of
12% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 7,579,400 of such shares being issued and
outstanding at the date hereof; and
(b)1,471,508 shares of preferred stock, 1,096,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 57,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)30,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)280,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 13th day of March, 1992.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
Title: Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
July 15, 1992
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of
9.00% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,401,508 shares of preferred stock, 1,026,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 57,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)30,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
Dated this the 15th day of July, 1992.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
Title: Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment - Statement of Resolution
Establishing Series of Shares
October 22, 1992
Pursuant to the provisions of Section 79-4-6.02(d) of
the Mississippi Code of 1972 (Supp. 1989), Mississippi Power
& Light Company submits the following statement for the
purpose of establishing and designating a series of shares
and fixing and determining the relative rights and
preferences thereof:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The attached resolution establishing and designating
a series of shares and fixing and determining the
relative rights and preferences thereof was duly
adopted by the Board of Directors of the Corporation
on October 22, 1992.
Dated this the 22nd day of October, 1992.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
Allan H. Mapp
Assistant Secretary and
Assistant Treasurer
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Excerpts from the minutes of the Meeting
of the Board of Directors held on October 22, 1992
RESOLVED That there is hereby established a series of the
Preferred Stock of Mississippi Power & Light Company as
follows:
A series of 200,000 shares of the Preferred Stock shall:
(a) be designated as the "8.36% Preferred Stock,
Cumulative, $100 Par Value";
(b) have a dividend rate of $8.36 per share per annum
payable quarterly on February 1, May 1, August 1, and
November 1 of each year, the first dividend date to be
February 1, 1993, and such dividends to be cumulative from
the date of issuance; and
(c) be subject to redemption at the price of $100 par
share plus an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for redemption
(except that no share of the 8.36% Preferred Stock shall be
redeemed on or before October 1, 1997).
FURTHER RESOLVED That the officers of the Company are hereby
authorized and directed to execute, file and publish and
record all such statements and other documents, and to do and
perform all such other and further acts and things, as in the
judgment of the officer and officers taking such action may
be necessary or desirable for the purpose of causing the
immediately preceding resolution to become fully effective
and of causing said resolution to become and constitute an
amendment of the Restated Articles of Incorporation of the
Company, all in the manner and to the extent required by the
Mississippi Business Corporation Law.
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
November 6, 1992
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 15,000 shares of
16.16% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,386,508 shares of preferred stock, 1,211,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 57,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)15,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 350,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(x) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 6th day of November, 1993.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
Title: Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
January 12, 1993
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of
9.76% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,316,508 shares of preferred stock, 1,141,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 57,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)15,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 280,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(x) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 12th day of January, 1993.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
Title: Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
March 10, 1993
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 10,000 shares of
12.00% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,306,508 shares of preferred stock, 1,131,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 47,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)15,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 280,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(x) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 10th day of March, 1993.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ A. H. Mapp
Title: Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
July 12, 1993
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 70,000 shares of
9.00% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,236,508 shares of preferred stock, 1,061,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 47,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)15,000 shares of 16.16% preferred stock,
cumulative, $100 par value;
(viii)140,000 shares of 9% preferred stock,
cumulative, $100 par value;
(ix) 280,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(x) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 12th day of July, 1993.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ James W. Snider
Title: Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
November 15, 1993
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 15,000 shares of
16.16% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)1,221,508 shares of preferred stock, 1,046,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 47,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)140,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)280,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 15th day of November, 1993.
MISSISSIPPI POWER & LIGHT COMPANY
By /s/ James W. Snider
Title: Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-10.06 (1989)
February 4, 1994
The undersigned corporation, pursuant to Section 79-4-
10.06 of the Mississippi Code of 1972, as amended, submits
the following document and sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. As evidenced by the attached Stockholder's Written
Approval of Amendment authorizing 1,500,000
additional shares of Preferred Stock of the par
value of $100 per share, the following amendment of
the Restated Articles of Incorporation, as amended
(the "Charter"), was proposed by the Board of
Directors of Mississippi Power & Light Company on
October 29, 1993, was adopted by the stockholders of
the Corporation entitled to vote on the amendment on
February 4, 1994, in accordance with and in the
manner prescribed by the laws of the State of
Mississippi and the Charter of Mississippi Power &
Light Company:
The first paragraph in Article FOURTH of the Charter
is amended to read as follows:
FOURTH: The aggregate number of shares which
the Corporation shall have authority to issue
is 17,721,508 shares, divided into 2,721,508
shares of Preferred Stock of the par value of
$100 per share and 15,000,000 shares of Common
Stock without par value.
3. Pursuant to the Laws of the State of Mississippi and
the Charter of Mississippi Power & Light Company,
the holders of Preferred Stock of the par value of
$100 per share were not entitled to vote on the
amendment as a separate voting group. The holders
of the outstanding shares of common stock were the
only stockholders entitled to vote on the amendment.
4. The number of shares of common stock of the
corporation outstanding at the time of such adoption
was 8,666,357; and the number of shares entitled to
vote thereon was 8,666,357.
Dated this the 4th day of February, 1994.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ Edwin Lupberger
Edwin Lupberger
Chairman of the Board and
Chief Executive Officer
By: /s/ Donald E. Meiners
Donald E. Meiners
President
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
March 17, 1994
The undersigned corporation, pursuant to Miss. Code Ann.
Section 79-4-6.31 (1989), submits the following document and
sets forth:
1. The name of the corporation is Mississippi Power &
Light Company.
2. The reduction in the number of authorized shares,
itemized by class and series, is 10,000 shares of
12.00% Preferred Stock, Cumulative, $100 Par Value.
3. The total number of authorized shares, itemized by
class and series, remaining after reduction of the
shares is as follows:
(a)15,000,000 shares of common stock, without par
value, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,641,508 shares of preferred stock, 966,508
shares of which are issued and outstanding in
the following series:
(i) 59,920 shares of 4.36% preferred stock,
cumulative, $100 par value;
(ii) 43,888 shares of 4.56% preferred stock,
cumulative, $100 par value;
(iii)100,000 shares of 4.92% preferred stock,
cumulative, $100 par value;
(iv) 75,000 shares of 9.16% preferred stock,
cumulative, $100 par value;
(v) 100,000 shares of 7.44% preferred stock,
cumulative, $100 par value;
(vi) 37,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii)140,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)210,000 shares of 9.76% preferred stock,
cumulative, $100 par value; and
(ix) 200,000 shares of 8.36% preferred stock,
cumulative, $100 par value.
Dated this the 17th day of March, 1994.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ J. W. Snider, Jr.
Assistant Secretary
Exhibit 3(c)
RESTATEMENT
OF UNITED STATES OF AMERICA
ARTICLES OF INCORPORATION STATE OF LOUISIANA
OF PARISH OF ORLEANS
NEW ORLEANS PUBLIC SERVICE INC. CITY OF NEW ORLEANS
BE IT KNOWN, That on this 30 day of September, 1969,
BEFORE ME, James G. Burke, Jr., a Notary Public, duly
commissioned, sworn and qualified in and for the Parish of
Orleans, State of Louisiana, therein residing, and in the
presence of the witnesses hereinafter named and undersigned,
PERSONALLY CAME AND APPEARED:
LIONEL J. CUCULLU, who declared that, pursuant to
Louisiana Revised Statutes, Title 12, the holder of all the
issued and outstanding shares of New Orleans Public Service
Inc. entitled to vote on the matter had executed, in
duplicate, a consent in writing, an original of which is
annexed hereto, authorizing and directing the Restatement of
the Articles of Incorporation of the Corporation, and the
simultaneous amendment of Articles SECOND, FOURTH, SEVENTH,
NINTH, TENTH and ELEVENTH of said Articles of Incorporation,
and that, pursuant to said consent, he appears to execute
this instrument to make effective such Restatement and
simultaneous amendments.
INTRODUCTORY PARAGRAPH
This Restatement of the Articles of Incorporation of
New Orleans Public Service Inc. accurately copies the
Articles of Incorporation of said Corporation originally
adopted by Consolidation Agreement dated December 28, 1925,
between New Orleans Public Service Inc. (New Orleans
Company), Consumers Electric Light & Power Company
(Consumers Company), and Citizens Light & Power Company,
Inc. (Citizens Company), and filed for record with the
Recorder of Mortgages for the Parish of Orleans on December
29,1925, to be effective and operative January 1, 1926, and
all amendments thereto in effect at the date of this
Restatement and those adopted simultaneously therewith,
which amendments have been effected in conformity with
Louisiana Revised Statutes, Title 12, Chapter 1, or with
prior laws applicable at the time of the respective
amendments; and this Restatement contains no substantial
change in the provisions of the original Articles or the
amendments thereto, except that said Articles as restated
hereinbelow omit the names and addresses of the directors
from Article NINTH, and the contemporaneous amendments of
Article SECOND so as to provide perpetual corporate
existence; Article FOURTH so as to expand the objects and
purposes for which the Corporation is established to permit
it to engage in any lawful activity for which corporations
may be formed under the Business Corporation Law of
Louisiana; and Articles SEVENTH, NINTH, TENTH and ELEVENTH
so as to delete provisions which are no longer applicable.
RESTATEMENT OF ARTICLES OF
INCORPORATION
OF NEW ORLEANS PUBLIC SERVICE INC.
FIRST: The name of the Corporation shall be "NEW
ORLEANS PUBLIC SERVICE INC.", and said Corporation shall
have, possess and exercise all the rights, powers,
privileges, immunities and franchises of the corporations,
parties hereto, and shall be subject to all the duties and
obligations of said respective corporations; it shall have,
enjoy and be possessed of all of the property, real,
personal and mixed, of every kind and nature, owned,
possessed and enjoyed by or for said corporations, parties
hereto; it shall have power to issue bonds and dispose of
the same, in such form and denominations and bearing such
interest as the Board of Directors may determine, and to
secure payment thereof by mortgage of every and all of the
property, franchises, rights, privileges and immunities of
said Corporation at the time of the consolidation acquired
or thereafter to be acquired and of the companies, parties
hereto; to do all acts and things which said companies so
consolidated or any of them might have done previous to said
consolidation, and the further right to consolidate with any
other street railway company, electric company or gas light
company, or any other consolidated company.
SECOND: Said Corporation, "NEW ORLEANS PUBLIC SERVICE
INC.", under its said corporate name, shall have power and
authority to have and enjoy perpetual corporate existence
and succession from and after the date hereof; to contract,
sue and be sued; to make and use a corporate seal and the
same to break or alter at pleasure; to hold, receive, lease,
purchase and convey, as well as mortgage, hypothecate and
pledge property, real, personal and mixed, corporeal and
incorporeal; to name and appoint such managers, agents,
directors and officers as its business, interests or
convenience may require; and to make and establish, as well
as alter and amend from time to time such by-laws, rules and
regulations for the proper conduct, management and
regulation of the affairs of said Corporation as may be
necessary and proper; and to have, possess and enjoy all
rights, powers, privileges, franchises and immunities now or
hereafter authorized by law.
THIRD: The domicile of said Corporation shall be in the
City of New Orleans, State of Louisiana, and all citations
or other legal process shall be served upon the President of
said Corporation, or, in his absence, upon one of the Vice-
Presidents thereof, or, in the absence of said officers,
upon the Secretary of said Corporation.
FOURTH: The objects and purposes for which this
Corporation is established and the nature of the business to
be carried on by it are hereby specified and declared to be:
To locate, construct, purchase, own or lease, maintain
and operate street railway, tramways, interurban railways,
bus lines and other similar local transportation agencies in
and about the City of New Orleans, elsewhere in the State of
Louisiana and in other states and territories of the United
States; to purchase or otherwise acquire, own and operate
the properties formerly owned, controlled or leased and
operated by New Orleans Railway & Light Company and/or its
Receiver and/or its constituent and subsidiary companies; to
carry and transport passengers, freight, mail and express;
to purchase, own or lease. develop and operate on, or
adjacent to, or in the vicinity of, its said lines of
railway, parks and pleasure grounds and their appurtenances
for the promotion of travel over its lines of railway and as
adjuncts thereto; to construct, own, purchase or lease, or
otherwise acquire, maintain and operate in the State of
Louisiana and other states and territories of the United
States, plants, works and systems for generating,
distributing, supplying and vending electricity for light,
heat, power and other purposes; to construct, purchase, own,
lease or otherwise acquire, maintain and operate gas plants,
works, pipe lines and distribution systems for the
manufacture, storage, distributing and vending of gas for
light, heat, power and other purposes (including also the
production, transportation, storage, vending and
distributing of natural gas in the City of New Orleans,
elsewhere in the State of Louisiana and in other states and
territories of the United States); to construct, purchase,
own or lease, maintain and operate in the City of New
Orleans, elsewhere in the State of Louisiana and in other
states and territories of the United States, plants, works
and systems for the generation, distribution and vending of
steam for heating purposes and of cold air or other products
or articles for refrigeration or cooling purposes; to
exercise the right and power of expropriation and eminent
domain in the acquisition of property as may be authorized
and permitted by law; to consolidate or merge with other
street railway, interurban, railroad, tramway, bus lines.
electric light and power and gas companies. or any company
doing any business in whole or in part similar to that for
which this Corporation is established, or as may now or
shall hereafter be permitted by law; to purchase or
otherwise acquire its own shares of stock (so far as may be
permitted by law) and its bonds, debentures, notes, scrip or
other securities or evidences of indebtedness and to hold,
sell, transfer or reissue the same; to purchase. acquire and
own any or all of the property, assets, franchises, and the
stocks and bonds and other securities of any corporation or
corporations organized under the laws of the State of
Louisiana, or of any other state or country, for all or any
of the purposes herein defined or incidental thereto, and to
guarantee the bonds or other obligations and dividends on
the stock of any of the said corporations, and generally to
do and perform any and all acts and things, and to acquire,
hold and exercise any and all rights, powers, privileges and
franchises as relate to the objects hereinabove set forth,
or any of them, and to engage in any other lawful activity
for which corporations may be formed under the Business
Corporation Law of Louisiana.
FIFTH: The amount of the capital stock of the
Corporation shall be Seventy-seven Million Four Hundred Nine
Thousand Eight Hundred Dollars ($77,409,800), together with
the aggregate par value of capital stock issued after
September 1, 1969, by this Corporation as hereinafter
provided.
The total authorized number of shares of capital stock
that may be issued by the Corporation shall be 6,197,798
shares, of which 6,000,000 shares shall have a par value of
$10 per share and 197,798 shares shall have a par value of
$100 per share.
The shares of capital stock hereby authorized to be
issued shall be divided among the following classes:
6,000,000 shares of $10 par value per share shall be
Common Stock;
77,798 shares of $100 par value per share shall be 4-
3/4% Preferred Stock (hereinafter sometimes referred to
as the "4-3/4% Preferred Stock"); and
120,000 shares of $100 par value per share shall be
Preferred Stock (which, together with such additional
shares thereof as may be hereafter authorized, is
hereinafter sometimes referred to as the "Preferred
Stock").
The term "preferred stock" as used herein shall include
the 4-3/4% Preferred Stock, the Preferred Stock and any
other class of stock having a preference over the Common
Stock as to dividends, distribution of assets, or in
liquidation, dissolution or winding up.
Except as otherwise in this Article FIFTH provided and
to the extent not prohibited by law, the Corporation may
acquire funds for, or otherwise effect, the redemption or
purchase of any of its shares through the issuance or sale
of any of its stocks, bonds, or other securities.
Stocks of the Corporation, whether authorized herein or
upon any subsequent increase of the number of shares of
capital stock, may be issued by the Board of Directors of
the Corporation from time to time for such consideration
permitted by law as may be fixed from time to time by the
Board of Directors, and general authority to the Board of
Directors so to fix such consideration is hereby and herein
granted; provided, however, that stock having a par value
may not be issued for less than the par value thereof; and
provided further, that such consideration may be in the form
of money paid, labor done, or property actually received by
the Corporation.
No holder of any stock of the Corporation shall be
entitled as of right to purchase or subscribe for any part
of any unissued stock of the Corporation, or of any
additional stock of any class, to be issued by reason of any
increase of the authorized capital stock, or of the number
of shares of the Corporation, or of bonds, certificates of
indebtedness, debentures or other securities convertible
into stock of the Corporation, but any such unissued stock
or any such additional authorized issues of new stock, or of
securities convertible into stock, may be issued and
disposed of by the Board of Directors to such persons,
firms, corporations, or associations, and upon such terms as
the Board of Directors may, in their discretion, determine,
without offering to the stockholders then of record, or to
any class of stockholders, any thereof, on the same terms or
on any terms.
The preferred stock shall not entitle any holder
thereof to vote at any meeting of stockholders or election
of the Corporation or otherwise to participate in any action
taken by the Corporation or its stockholders, but all the
voting power shall be vested in the holders of the Common
Stock, except as otherwise in this Article FIFTH provided.
Each stockholder shall be entitled to one vote for each
share of Common Stock of the Corporation standing in his
name on the books of the Corporation.
Except as otherwise in this Article FIFTH provided,
upon the vote of a majority of the total number of shares of
stock then issued and outstanding, and entitled to vote, as
herein provided, or upon such larger vote as may be required
by law, this agreement may be amended from time to time so
as to permit the Corporation to create or authorize one or
more other classes of stock with such preferences,
designations, rights, privileges, voting powers, including
votes on proceedings prescribed by statute, and subject to
such restrictions, limitations and qualifications with
respect to voting and otherwise as may be determined by said
vote, which may be the same or different from the
preferences, designations, rights, privileges, voting
powers, restrictions, limitations and qualifications with
respect to voting or otherwise of the classes of stock of
the Corporation then authorized. Any such vote and amendment
may authorize any shares of any class then authorized but
unissued to be issued as shares of such new class or
classes.
Except as otherwise in this Article FIFTH provided, the
Board of Directors of the Corporation may at any time
authorize the conversion or exchange of the whole or any
particular share of the outstanding preferred stock of any
class, with the consent of the holder thereof, into or for
stock of any other class which at the time of such consent
is authorized but unissued, and may fix the terms and
conditions upon which such conversion or exchange may be
made; provided that, without the consent of the holders of
record of two-thirds of the shares of Common Stock
outstanding given at a meeting of the holders of the Common
Stock called and held as provided by the By-Laws or given in
writing without a meeting as authorized by law, the Board of
Directors shall not authorize the conversion or exchange of
any preferred stock of any class into or for Common Stock or
authorize the conversion or exchange of any preferred stock
of any class into or for preferred stock of any other class,
if by such conversion or exchange the amount which the
holders of the shares of stock so converted or exchanged
would be entitled to receive either as dividends or shares
in distribution of assets in preference to the Common Stock
would he increased.
Except as otherwise in this Article FIFTH provided, any
class of stock may be increased at any time upon vote of the
holders of two-thirds (or such smaller number, not less than
a majority, as may be permitted by law) of the shares of the
Corporation then issued and outstanding and entitled to vote
thereon; provided, however, that so long as any share of the
4-3/4% Preferred Stock remains outstanding, the amount to
which the capital stock of the Corporation may be increased
is One Hundred Million Dollars ($100,000,000).
Except as otherwise in this Article FIFTH provided, the
Corporation from time to time may resell any of its own
stock, purchased or otherwise acquired by it as hereinafter
provided for, at such price permitted by law as may be fixed
by its Board of Directors or Executive Committee.
I.
The designations, voting powers, preferences, dividend
and redemption rights (including votes on proceedings
prescribed by statute), and other relative rights or
restrictions, limitations and qualifications of the 4-3/4%
Preferred Stock having a par value of $100 per share shall
be as follows:
(1) The holders of the 4-3/4% Preferred Stock
shall be entitled to receive, when, as and if declared
by the Board of Directors, out of the surplus of the
Corporation as provided by law, cumulative preferred
dividends at the rate of 4-3/4% per annum from July 1,
1944, and no more, payable quarterly on the first days
of January, April, July and October of each year,
before any dividends shall be declared or paid upon or
set apart for the Common Stock of the Corporation. Such
cumulative preferred dividends shall accrue on each
share from the quarterly dividend payment date next
preceding the date of the original issue of such share,
unless such stock shall be issued on a quarterly
dividend payment date, and, in such case, from said
date. The first quarterly dividend shall be payable on
October 1, 1944, and shall be cumulative from July 1,
1944.
(2) No dividends shall be declared at any time
upon the Common Stock of the Corporation unless all
accumulated and unpaid dividends upon the outstanding 4-
3/4% Preferred Stock shall have been declared and shall
have been paid in full or a sum sufficient for payment
thereof shall have been set aside for that purpose from
said surplus of the Corporation, in which event
dividends may be declared by the Board of Directors on
the Common Stock out of said surplus of the
Corporation, subject to the rights of any other class
of stock then outstanding. The term "accumulated and
unpaid dividends" as used herein with respect to the 4-
3/4% Preferred Stock shall mean dividends on all the
outstanding 4-3/4% Preferred Stock from the respective
dates from which such dividends accumulate to the date
as of which accumulated and unpaid dividends are being
determined, less the aggregate of dividends theretofore
declared and paid or set apart for payment upon such
outstanding 4-3/4% Preferred Stock.
(3) The 4-3/4% Preferred Stock may be called for
redemption in whole or in part at any time at the
option of the Board of Directors by mailing notice
thereof to the holders of record of the shares to be
redeemed at least thirty (30) days prior to the date
fixed for redemption, and such shares may be then
redeemed by paying, for each share so called, an amount
equal to all accumulated and unpaid dividends thereon
to the date fixed for such redemption, plus One Hundred
Eleven and 50/100 Dollars ($111.50) per share as to any
shares redeemed prior to July 1, 1954, and One Hundred
Five Dollars ($105.00) per share as to any shares
redeemed on July 1, 1954, and thereafter. In case of
the redemption of part only of the 4-3/4% Preferred
Stock at the time outstanding, the Corporation shall
select by lot, or in such other manner as the Board of
Directors may determine, the shares so to be redeemed,
provided that there shall be no obligation to redeem
less than a whole share. Notice of the intention of the
Corporation to redeem the 4-3/4% Preferred Stock shall
be mailed not less than thirty (30) days before the
date of redemption to each holder of record of 4-3/4%
Preferred Stock to be redeemed at his post office
address appearing upon the books of the Corporation,
and upon the deposit of the aggregate redemption price
(or the portion thereof not already paid in the
redemption of shares so to be redeemed) with any na
tional bank or trust company in the City of New York or
in the City of New Orleans, named in such notice,
payable in the amounts aforesaid to the respective
orders of the record holders of the 4-3/4% Preferred
Stock so to be redeemed on endorsement and surrender of
their certificates; said holders shall, at the time
fixed in such notice for such redemption, cease to be
stockholders with respect to said shares and from and
after the making of such deposit, said holders shall
have no interest in or claim against the Corporation
with respect to said shares and shall be entitled only
to receive said moneys from said bank or trust company
without interest.
(4) In the case of any distribution of any assets
of the Corporation in repayment in whole or in part of
any outstanding shares of its capital stock, whether
upon dissolution of the Corporation or liquidation or
sale of any or all of its assets or otherwise, except
in case of redemption as hereinbefore provided, there
shall be paid to the holders of the 4-3/4% Preferred
Stock (a) in case such dissolution, liquidation or sale
shall be voluntary, One Hundred Five Dollars ($105) per
share and (b) in case such dissolution, liquidation or
sale shall be involuntary, One Hundred Dollars ($100)
per share, plus in each case an amount equal to all
accumulated and unpaid dividends thereon before any sum
shall be paid to, or any assets distributed among, the
holders of the Common Stock, and after such payment to
the holders of the 4-3/4% Preferred Stock, all
remaining assets and funds shall be distributed among
the holders of the Common Stock of the Corporation
subject to the rights of any other class of stock then
outstanding.
(5) The holders of the 4-3/4% Preferred Stock
shall not be entitled to any payment by way of
dividends or otherwise, or have any rights in the
property of the Corporation or in the distribution
thereof, other than as is specifically provided in the
preceding paragraphs with respect to the 4-3/4%
Preferred Stock.
(6) No holder of any of the 4-3/4% Preferred Stock
shall be entitled to vote at any election of directors
or, except as otherwise required by statute, on any
other matter submitted to the stockholders, provided
that, if and whenever four (4) quarter-yearly dividends
payable on any part of the 4-3/4% Preferred Stock shall
be accumulated and unpaid, the holders of the 4-3/4%
Preferred Stock as a class shall thereafter at all
elections of directors have the exclusive right to
elect the smallest number of directors of the
Corporation which shall constitute a majority of the
authorized number of directors, and the holders of the
Common Stock of the Corporation as a class shall have
the exclusive right to elect the remaining number of
directors of the Corporation, which right of the
holders of the 4-3/4% Preferred Stock, however, shall
cease when all accumulated and unpaid dividends on the
4-3/4% Preferred Stock shall have been paid in full, or
provision shall have been made for such payment; and
provided further, that if and when the surplus of the
Corporation, out of which dividends might lawfully be
declared, is in excess of such accumulated and unpaid
dividends, then the declaration and payment of such
dividends shall not be unreasonably withheld. The terms
of office of all persons who may be directors of the
Corporation at the time when the right to elect a
majority of the directors shall accrue to the 4-3/4%
Preferred Stockholders, as herein provided, shall
terminate upon the election of their successors at the
next annual meeting of the stockholders or at an
earlier special meeting of the stockholders held as
hereinafter provided. Such special meeting shall be
held at any time after the accrual of such voting
power, upon notice similar to that provided in the
Consolidation Agreement and/or the By-Laws of the
Corporation for annual and all other stockholders'
meetings, which notice shall be given at the request in
writing of the holders of not less than ten per centum
(10%) of the number of shares of the then outstanding 4-
3/4% Preferred Stock, addressed to the Secretary of the
Corporation at its principal business office. Upon the
termination of such exclusive right of the holders of
the 4-3/4% Preferred Stock to elect a majority of the
directors of the Corporation, the terms of office of
all the directors of the Corporation shall terminate
upon the election of their successors at the next
annual meeting of the stockholders or at an earlier
special meeting of the stockholders held as hereinafter
provided. Such special meeting shall be held at any
time after the termination of such right of the 4-3/4%
Preferred Stockholders to elect a majority of the
directors, upon notice similar to that provided in the
Articles of Incorporation and/or the By-Laws of the
Corporation for annual and all other stockholders'
meetings, which notice shall be given at the request in
writing of the holders of not less than ten per centum
(10%) of the number of shares of the then outstanding
Common Stock, addressed to the Secretary of the
Corporation at its principal office.
(7) So long as any share of the 4-3/4% Preferred
Stock remains outstanding, the consent or authorization
of the holders of at least a majority of the
outstanding shares of the 4-3/4% Preferred Stock then
outstanding, voting as a class (given at a meeting
called for that purpose), shall be necessary for
effecting or validating any of the following:
(a) The issuance of any additional shares of
4-3/4% Preferred Stock, or of any other class of
stock ranking prior to or on a parity with the 4-
3/4% Preferred Stock as to dividends or other
distributions, (i) unless the net earnings of the
Corporation available for dividends on the 4-3/4%
Preferred Stock, determined in accordance with
generally-accepted accounting practices, for any
twelve (12) consecutive calendar months' period
within the fifteen (15) calendar months preceding
the month within which the additional shares are
to be issued, shall have been at least twice the
dividend requirements for a twelve (12) month
period upon the entire amount of 4-3/4% Preferred
Stock and all such other stock ranking prior to or
on a parity with the 4-3/4% Preferred Stock as to
dividends or other distributions to be outstanding
immediately after the proposed issue of such
additional shares, and (ii) unless the aggregate
of the capital of the Corporation applicable to
the Common Stock and the surplus of the
Corporation shall be not less than the amount
payable upon involuntary dissolution to the
holders of the 4-3/4% Preferred Stock and such
other stock to be outstanding immediately after
the proposed issue of such additional shares.
(b) The issuance by the Corporation of any
unsecured notes, debentures or other securities
representing unsecured indebtedness, or the
assumption of any such unsecured securities, for
purposes other than the refunding of outstanding
unsecured securities theretofore issued or assumed
by the Corporation or the redemption or other
retirement of all outstanding shares of the 4-3/4%
Preferred Stock, or of any other class of stock
ranking prior to or on a parity with the 4-3/4%
Preferred Stock as to dividends or other
distributions, if immediately after such issue or
assumption the total principal amount of all such
unsecured securities issued or assumed by the
Corporation and then outstanding would exceed ten
per centum (10%) of the aggregate of (i) the total
principal amount of all bonds or other securities
representing secured indebtedness issued or
assumed by the Corporation and then outstanding,
plus (ii) the capital and surplus of the
Corporation as then stated on its books of
account.
(c) The merger or consolidation of the
Corporation with or into any other corporation or
corporations, unless such merger or consolidation,
or the issuance and assumption of all securities
to be issued or assumed in connection with such
merger or consolidation, shall have been ordered,
approved, or permitted by the Securities and
Exchange Commission (or by any succeeding
regulatory authority of the United States of
America having jurisdiction in the premises) under
the provisions of the Public Utility Holding
Company Act of 1935, as amended, or exempted by
said Commission from the requirements of said Act,
provided that the provisions of this clause (c)
shall not apply to the purchase or other
acquisition by the Corporation of franchises or
assets of another corporation in any manner which
does not involve a merger or consolidation.
(8) Notwithstanding any other provision of this
Article FIFTH, the consent or authorization of the
holders of at least two-thirds of the total number of
shares of 4-3/4% Preferred Stock at the time out
standing shall be necessary to authorize the creation
of any class of stock which would be preferred as to
assets or dividends over the 4-3/4% Preferred Stock, or
to amend the Articles of Incorporation so as to change
the express terms and provisions of the 4-3/4%
Preferred Stock then outstanding in any manner
substantially prejudicial to the holders thereof.
II
The Preferred Stock shall be issuable in one or more
series from time to time and the shares of each series shall
have the same rank and be identical with each other and
shall have the same relative rights, except with respect to
amounts payable on voluntary liquidation as specified in
Section (F) below and to the following:
(a) The number of shares to constitute each such
series and the distinctive designation thereof;
(b) The annual rate or rates of dividends payable
on shares of such series, the dates on which dividends
shall be paid in each year, and the date from which
such dividends shall commence to accumulate; and
(c) The amount or amounts payable upon redemption
thereof; which different characteristics of clauses
(a), (b) and (c) above are set forth below.
The initial series of the Preferred Stock shall:
(a) consist of 60,000 shares and be designated
"4.36% Preferred Stock";
(b) have a dividend rate of Four and 36/100
Dollars ($4.36) per share per annum payable quarterly
on January 1, April 1, July 1 and October 1 of each
year; such dividends shall accumulate on each share
from the quarterly dividend payment date next preceding
the date of the original issue of such share, unless
such stock shall be issued on a quarterly dividend
payment date and in such case from said date. The first
quarterly dividend shall be payable on April 1, 1956,
and shall be cumulative from January 1, 1956; and
(c) be subject to redemption in the manner
provided herein with respect to the Preferred Stock at
the price of One Hundred Seven and 08/100 Dollars
($107.08) per share if redeemed on or before January 1,
1961, of One Hundred Six and 08/100 Dollars ($106.08)
per share if redeemed after January 1, 1961, and on or
before January 1, 1966, and of One Hundred Four and
58/100 Dollars ($104.58) per share if redeemed after
January 1, 1966, in each case plus an amount equivalent
to the accumulated and unpaid dividends thereon, if
any, to the date fixed for redemption.
The second series of the Preferred Stock shall:
(a) consist of 60,000 shares and be designated
"5.56% Preferred Stock";
(b) have a dividend rate of Five and 56/100
Dollars ($5.56) per share per annum payable quarterly
on January 1, April 1, July 1 and October 1 of each
year; such dividends shall accumulate on each share
from and including April 26, 1967. The first dividend
shall be payable on July 1, 1967, and shall be
cumulative from and including April 26, 1967; and
(c) be subject to redemption in the manner
provided herein with respect to the Preferred Stock at
the price of One Hundred Six and 65/100 Dollars
($106.65) per share if redeemed on or before April
1,1972, of One Hundred Four and 09/100 Dollars
($104.09) per share if redeemed after April 1, 1972,
and on or before April 1, 1977, and of One Hundred Two
and 59/100 Dollars ($102.59) per share if redeemed
after April 1, 1977, in each case plus an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption.
Subject to the foregoing, the distinguishing characteristics
of the Preferred Stock shall be:
(A) Each series of the Preferred Stock, pari passu with
all shares of preferred stock of any class or series then
outstanding, shall be entitled, but only when and as
declared by the Board of Directors, out of funds legally
available for the payment of dividends, in preference to the
Common Stock, to dividends at the rate stated and expressed
with respect to such series herein; such dividends to be
cumulative from such date and payable on such dates in each
year as may be stated and expressed herein, to stockholders
of record as of a date not to exceed forty (40) days and not
less than ten (10) days preceding the dividend payment dates
so fixed.
(B) If and when all outstanding shares of the 4-3/4%
Preferred Stock shall have been redeemed, acquired or
otherwise retired, then:
(1) If and when dividends payable on any of the
Preferred Stock (which, for the purposes of this
Section (B), shall be deemed to be all outstanding
shares of the Preferred Stock of any series, and such
other preferred stock of any class or series, ranking
prior to or on a parity with the Preferred Stock as to
dividends and in liquidation, dissolution, winding up,
or distribution, as may be lawfully issued) shall be in
default in an amount equal to four (4) full quarterly
payments or more per share, and thereafter until all
dividends on any of the Preferred Stock in default
shall have been paid, the holders of all of the then
outstanding Preferred Stock, voting as a class, in
contra-distinction to the Common Stock as a class,
shall be entitled to elect the smallest number of
directors necessary to constitute a majority of the
full Board of Directors, and the holders of the Common
Stock, voting separately as a class, shall be entitled
to elect the remaining directors of the Corporation,
anything in these Articles of Incorporation to the
contrary notwithstanding. The terms of office, as
directors. of all persons who may be directors of the
Corporation at the time shall terminate upon the
election of a majority of the Board of Directors by the
holders of the Preferred Stock, except that if the
holders of the Common Stock shall not have elected the
remaining directors of the Corporation, then, and only
in that event, the directors of the Corporation in
office just prior to the election of a majority of the
Board of Directors by the holders of the Preferred
Stock shall elect the remaining directors of the
Corporation. Thereafter, while such default continues
and the majority of the Board of Directors is being
elected by the holders of the Preferred Stock, the
remaining directors, whether elected by directors, as
aforesaid, or whether originally or later elected by
holders of the Common Stock, shall continue in office
until their successors are elected by holders of the
Common Stock and shall qualify.
(2) If and when all dividends then in default on
any of the Preferred Stock then outstanding shall be
paid (such dividends to be declared and paid out of any
funds legally available therefor as soon as reasonably
practicable), the holders of the Preferred Stock shall
be divested of any special right with respect to the
election of directors, and the voting power of the
holders of the Preferred Stock and the holders of the
Common Stock shall revert to the status existing before
the first dividend payment date on which dividends on
any of the Preferred Stock were not paid in full, but
always subject to the same provisions for vesting such
special rights in the holders of the Preferred Stock in
case of further like default or defaults in the payment
of dividends thereon as described in the immediately
foregoing paragraph. Upon termination of any such
special voting right upon payment of all accumulated
and unpaid dividends on the Preferred Stock, the terms
of office of all persons who may have been elected
directors of the Corporation by vote of the holders of
the Preferred Stock as a class, pursuant to such
special voting right, shall forthwith terminate, and
the resulting vacancies shall be filled by the vote of
a majority of the remaining directors. In case of any
vacancy in the office of a director occurring among the
directors elected by the holders of the Preferred Stock
voting as a class, the remaining directors elected by
the holders of the Preferred Stock, by affirmative vote
of a majority thereof, or the remaining director so
elected if there be but one, may elect a successor or
successors to hold office for the unexpired term or
terms of the director or directors whose place or
places shall be vacant. Likewise, in case of any
vacancy in the office of a director occurring among the
directors not elected by the holders of the Preferred
Stock, the remaining directors not elected by the
holders of the Preferred Stock, by affirmative vote of
a majority thereof, or the remaining director so
elected if there be but one, may elect a successor or
successors to hold office for the unexpired term or
terms of the director or directors whose place or
places shall be vacant.
(3) Whenever the special voting right shall have
accrued to the holders of the Preferred Stock to elect
directors, voting as a class, it shall be the duty of
the President, a Vice-President or the Secretary of the
Corporation forthwith to call a meeting, and cause
notice thereof to be given to the stockholders,
including all of the holders of the then outstanding
shares of Preferred Stock, entitled to vote at such
meeting, to be held at such time as the Corporation's
officers may fix, not less than forty-five (45) nor
more than sixty (60) days after the accrual of such
right, for the purpose of electing directors. The
notice so given shall be mailed to each holder of
record of Preferred Stock at his last known address
appearing on the books of the Corporation and shall set
forth, among other things, (i) that by reason of the
fact that dividends payable on Preferred Stock are in
default in an amount equal to four (4) full quarterly
payments or more per share, the holders of all of the
then outstanding Preferred Stock, voting as a class,
have the right to elect the smallest number of
directors necessary to constitute a majority of the
full Board of Directors of the Corporation, (ii) that
any holder of the Preferred Stock has the right, at any
reasonable time, to inspect and make copies of the list
or lists of holders of the Preferred Stock maintained
at the principal office of the Corporation or at the
office of any Transfer Agent or Agents of the Preferred
Stock, and (iii) either the entirety of this paragraph
or the substance thereof with respect to the number of
shares of the Preferred Stock required to be
represented at any meeting. or adjournment thereof,
called for the election of directors of the
Corporation. At the first meeting of stockholders held
for the purpose of electing directors during such time
as the holders of the Preferred Stock shall have the
special right, voting as a class, to elect directors,
the presence in person or by proxy of the holders of a
majority of the outstanding Common Stock shall be
required to constitute a quorum of such class for the
election of directors, and the presence in person or by
proxy of the holders of a majority of all of the
outstanding Preferred Stock shall be required to
constitute a quorum of such class for the election of
directors; provided, however, that in the absence of a
quorum of the holders of the Preferred Stock or of the
holders of the Common Stock, no election of directors
shall be held and the meeting shall be adjourned to the
same time the following day; and provided, further,
that at such first adjourned meeting, the presence in
person or by proxy of the holders of thirty-five per
centum (35%) of all of the outstanding Preferred Stock
shall be required to constitute a quorum of such class
for the election of directors, and the presence in
person or by proxy of the holders of thirty-five per
centum (35%) of the outstanding Common Stock shall be
required to constitute a quorum of such class for the
election of directors, and in the absence of a quorum
of the holders of the Preferred Stock or of the holders
of the Common Stock no election of directors shall be
held and the meeting shall be adjourned to the same
time the following day; and provided, further, that at
such second adjourned meeting such number of the
holders of the Preferred Stock and of the holders of
the Common Stock as are present in person or by proxy
shall constitute a quorum of their respective classes
of stock for the election of directors. If no holders
of the Preferred Stock are present at said second
adjourned meeting, then the directors of the Corpora
tion then in office shall remain in office until the
next Annual Meeting of the Corporation, or special
meeting in lieu thereof, and until their successors
shall have been elected and shall qualify. No such
meeting shall be held on a date within sixty (60) days
of the date of the next Annual Meeting of the
Corporation or special meeting in lieu thereof. At each
Annual Meeting of the Corporation, or special meeting
in lieu thereof, held during such time as the holders
of all of the then outstanding Preferred Stock, voting
as a class, shall have the right to elect a majority of
the Board of Directors, the foregoing provisions of
this paragraph shall govern each Annual Meeting, or
special meeting in lieu thereof, as if said Annual
Meeting or special meeting were the first meeting of
stockholders held for the purpose of electing directors
after the right of the holders of all of the Preferred
Stock, voting as a class, to elect a majority of the
Board of Directors, should have accrued with the
exception, that if at any second adjourned Annual
Meeting, or special meeting in lieu thereof, no holders
of the outstanding Preferred Stock are present in
person or by proxy, all the directors shall be elected
by a vote of the holders of a majority of the Common
Stock of the Corporation present or represented at the
meeting.
(C) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of at
least two-thirds of the total number of shares of the
Preferred Stock then outstanding, voting as a class:
(1) create, authorize or issue any new stock
which, after issuance, would rank prior to the
Preferred Stock as to dividends, in liquidation,
dissolution, winding up or distribution, or create,
authorize or issue any security convertible into shares
of any such stock, except for the purpose of providing
funds for the redemption of all of the Preferred Stock
then outstanding, such new stock or security not to be
issued until such redemption shall have been authorized
and notice of such redemption given and the aggregate
redemption price deposited as provided in Section (G)
below; provided, however, that any such new stock or
security shall be issued within twelve (12) months
after the vote of the Preferred Stock herein provided
for authorizing the issuance of such new stock or
security; or
(2) amend, alter or repeal any of the rights,
preferences or powers of the holders of the Preferred
Stock so as to affect adversely any such rights,
preferences or powers; provided, however, that if such
amendment, alteration or repeal affects adversely the
rights, preferences or Powers of one or more, but not
all, series of Preferred Stock at the time outstanding,
only the consent of the holders of at least two-thirds
of the total number of outstanding shares of all series
so affected shall be required; and provided, further,
that an amendment to increase or decrease the
authorized amount of Preferred Stock, or to create or
authorize, or increase or decrease the amount of, any
class of stock ranking on a parity with the outstanding
shares of the Preferred Stock as to dividends or assets
shall not be deemed to affect adversely the rights,
preferences or powers of the holders of the Preferred
Stock or any series thereof.
(D) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of the
holders of a majority of the total number of shares of the
Preferred Stock then outstanding voting as a class:
(1) merge or consolidate with or into any other
corporation or corporations or sell or otherwise
dispose of all or substantially all of the assets of
the Corporation, unless such merger or consolidation or
sale or other disposition, or the exchange, issuance or
assumption of all securities to be issued or assumed in
connection with any such merger or consolidation or
sale or other disposition, shall have been ordered,
approved or permitted under the Public Utility Holding
Company Act of 1935; or
(2) issue or assume any unsecured notes,
debentures or other securities representing unsecured
indebtedness for purposes other than (i) the refunding
of outstanding unsecured indebtedness theretofore
issued or assumed by the Corporation, resulting in
equal or longer maturities, or (ii) the reacquisition,
redemption or other retirement of all outstanding
shares of the Preferred Stock, if immediately after
such issue or assumption, the total principal amount of
all unsecured notes, debentures or other securities
representing unsecured indebtedness issued or assumed
by the Corporation, including unsecured indebtedness
then to be issued or assumed (but excluding the
principal amount then outstanding of any unsecured
notes, debentures or other securities representing
unsecured indebtedness having a maturity in excess of
ten (10) years and in an amount not exceeding ten per
centum (10%) of the aggregate of (a) and (b) of this
subsection (2) below) would exceed ten per centum (10%)
of the aggregate of (a) the total principal amount of
all bonds or other securities representing secured
indebtedness issued or assumed by the Corporation and
then to be outstanding, and (b) the capital and surplus
of the Corporation as then to be stated on the books of
account of the Corporation. When unsecured notes,
debentures or other securities representing unsecured
debt of a maturity in excess of ten (10) years shall
become of a maturity of ten (10) years or less, it
shall then be regarded as unsecured debt of a maturity
of less than ten (10) years and shall be computed with
such debt for the purpose of determining the percentage
ratio to the sum of (a) and (b) above of unsecured debt
of a maturity of less than ten (10) years, and when
provision shall have been made, whether through a
sinking fund or otherwise, for the retirement, prior to
their maturity, of unsecured notes, debentures or other
securities representing unsecured debt of a maturity in
excess of ten (10) years, the amount of any such
security so required to be retired in less than ten
(10) years shall be regarded as unsecured debt of a
maturity of less than ten (10) years (and not as
unsecured debt of a maturity in excess of ten (10)
years) and shall be computed with such debt for the
purpose of determining the percentage ratio to the sum
of (a) and (b) above of unsecured debt of a maturity of
less than ten (10) years; provided, however, that the
payment due upon the maturity of unsecured debt having
an original single maturity in excess of ten (10) years
or the payment due upon the latest maturity of any
serial debt which had original maturities in excess of
ten (10) years shall not, for purposes of this
provision, be regarded as unsecured debt of a maturity
of less than ten (10) years until such payment or
payments shall be required to be made within three (3)
years; furthermore, when unsecured notes, debentures or
other securities representing unsecured debt of a
maturity of less than ten (10) years shall exceed ten
per centum (10%) of the sum of (a) and (b) above, no
additional unsecured notes, debentures or other
securities representing unsecured debt shall be issued
or assumed (except for the purposes set forth in (i) or
(ii) above) until such ratio is reduced to ten per
centum (10%) of the sum of (a) and (b) above; or
(3) issue, sell, or otherwise dispose of any
shares of the Preferred Stock, in addition to the
60,000 shares of the Preferred Stock initially
authorized, or of any other class of stock ranking on a
parity with the Preferred Stock as to dividends or in
liquidation, dissolution, winding up or distribution,
unless the gross income of the Corporation for a period
of twelve (12) consecutive calendar months within the
fifteen (15) calendar months immediately preceding the
issuance, sale or disposition of such stock, determined
in accordance with generally accepted accounting
practices (but in any event after deducting all taxes
and the greater of (a) the amount for said period
appropriated from income to the property retirement
reserve by the Corporation on its books or (b) the
largest amount required to be provided therefor by any
mortgage indenture of the Corporation) to be available
for the payment of interest, shall have been at least
one and one-half (1-1/2) times the sum of (i) the
annual interest charges on all interest bearing
indebtedness of the Corporation and (ii) the annual
dividend requirements on all outstanding shares of the
Preferred Stock and of all other classes of stock
ranking prior to, or on a parity with, the Preferred
Stock as to dividends or in liquidation, dissolution,
winding up or distribution, including the shares
proposed to be issued; provided, that there shall be
excluded from the foregoing computation interest
charges on all indebtedness and dividends on all shares
of the Preferred Stock or on any other class of stock
ranking prior to, or on a parity with, the Preferred
Stock as to dividends or in liquidation, dissolution,
winding up or distribution which are to be retired in
connection with the issue of such additional shares;
and provided, further, that in any case where such
additional shares of the Preferred Stock, or other
class of stock ranking on a parity with the Preferred
Stock as to dividends or in liquidation, dissolution,
winding up or distribution, are to be issued in
connection with the acquisition of additional property,
the gross income of the property to be so acquired,
computed on the same basis as the gross income of the
Corporation, may be included on a pro forma basis in
making the foregoing computation; or
(4) issue, sell, or otherwise dispose of any
shares of the Preferred Stock, or of any other class of
stock ranking on a parity with the Preferred Stock as
to dividends or in liquidation, dissolution, winding up
or distribution, unless the aggregate of the capital of
the Corporation applicable to the Common Stock and the
surplus of the Corporation shall be not less than the
aggregate amount payable on the involuntary
liquidation, dissolution or winding up of the
Corporation, in respect of all shares of the Preferred
Stock and all shares of any other class of stock, if
any, ranking prior thereto, or on a parity therewith,
as to dividends or in liquidation, dissolution, winding
up or distribution, which will be outstanding after the
issue of the shares proposed to be issued; provided,
that if, for the purposes of meeting the requirements
of this subsection (4), it becomes necessary to take
into consideration any earned surplus of the
Corporation, the Corporation shall not thereafter pay
any dividends on shares of the Common Stock which would
result in reducing the Corporation's Common Stock
Equity (as in Section (H) hereinafter defined) to an
amount less than the aggregate amount payable, on
involuntary liquidation, dissolution or winding up of
the Corporation, on all shares of the Preferred Stock
and of any other class of stock ranking prior to, or on
a parity with, the Preferred Stock, as to dividends or
other distributions, at the time outstanding.
(E) Except as herein expressly provided, the holders of
the Preferred Stock shall have no power to vote and shall be
entitled to no notice of any meeting of the stockholders of
the Corporation. As to matters upon which holders of the
Preferred Stock are entitled to vote, as herein expressly
provided, each holder of such Preferred Stock shall be
entitled to one vote, in person or by proxy, for each share
of such Preferred Stock standing in his name on the books of
the Corporation.
(F) In the event of any voluntary liquidation,
dissolution or winding up of the Corporation, the Preferred
Stock, pari passu with all shares ot preferred stock of any
other class or series then outstanding shall have a
preference over the Common Stock until an amount equal to
the then current redemption price, including accumulated and
unpaid dividends, if any, shall have been paid. In the event
of any involuntary liquidation, dissolution or winding up of
the Corporation, which shall include any such liquidation,
dissolution or winding up which may arise out of or result
from the condemnation or purchase of all or a major portion
of the properties of the Corporation, by (i) the United
States Government or any authority, agency or
instrumentality thereof, (ii) a state of the United States
or any political subdivision, authority, agency, or
instrumentality thereof or (iii) a district, cooperative or
other association or entity not organized for profit, the
Preferred Stock, pari passu with all shares of preferred
stock of any other class or series then outstanding, shall
also have a preference over the Common Stock until the full
par value thereof, and an amount equal to the accumulated
and unpaid dividends thereon, if any, shall have been paid
by dividends or distribution.
(G) Upon the affirmative vote of a majority of the
shares of the issued and outstanding Common Stock at any
annual meeting, or any special meeting called for that
purpose, the Corporation may at any time redeem all of any
series of said Preferred Stock, or may from time to time
redeem any part of any series thereof, by paying in cash the
redemption price then applicable thereto, plus, in each
case, an amount equivalent to the accumulated and unpaid
dividends, if any, to the date fixed for redemption. Notice
of the intention of the Corporation to redeem all or any
part of the Preferred Stock shall be mailed not less than
thirty (30) days nor more than sixty (60) days before the
date fixed for redemption to each holder of record of
Preferred Stock to be redeemed, at his post office address
as shown by the Corporation's records, and not less than
thirty (30) days' nor more than sixty (60) days' notice of
such redemption may be published in such manner as may be
prescribed by resolution of the Board of Directors of the
Corporation; and in the event of such publication, no defect
in the mailing of such notice shall affect the validity of
the proceedings for the redemption of any shares of
Preferred Stock so to be redeemed. Contemporaneously with
the mailing or the publication of such notice, as aforesaid,
or at any time thereafter prior to the date fixed for
redemption, the Corporation may deposit the aggregate
redemption price (or the portion thereof not already paid in
the redemption of such Preferred Stock so to be redeemed)
with any bank or trust company in the City of New York, New
York, or in the City of New Orleans, Louisiana, named in
such notice, payable to the order of the record holders of
the Preferred Stock so to be redeemed, as the case may be,
on the endorsement and surrender of their certificates, and
thereupon said holders shall cease to be stockholders with
respect to such shares; and from and after the making of
such deposit such holders shall have no interest in or claim
against the Corporation with respect to said shares, but
shall be entitled only to receive such moneys from said bank
or trust company, with interest, if any, allowed by such
bank or trust company on such moneys deposited as in this
Section (G) provided, on endorsement and surrender of their
certificates, as aforesaid. Any moneys so deposited, plus
interest thereon, if any, remaining unclaimed at the end of
six (6) years from the date fixed for redemption, if
thereafter requested by resolution of the Board of
Directors, shall be repaid to the Corporation, and in the
event of such repayment to the Corporation, such holders of
record of the shares so redeemed as shall not have made
claim against such moneys prior to such repayment to the
Corporation, shall be deemed to be unsecured creditors of
the Corporation for an amount, without interest, equivalent
to the amount deposited, plus interest thereon, if any,
allowed by such bank or trust company, as above stated, for
the redemption of such shares and so paid to the
Corporation. Shares of the Preferred Stock which have been
redeemed shall not be reissued. If less than all of the
shares of any series of the Preferred Stock are to be
redeemed, the shares thereof to be redeemed shall be
selected by lot, in such manner as the Board of Directors of
the Corporation shall determine, by an independent bank or
trust company selected for that purpose by the Board of
Directors of the Corporation. Nothing herein contained shall
limit any legal right of the Corporation to purchase or
otherwise acquire any shares of the Preferred Stock;
provided, however, that, so long as any shares of the
Preferred Stock are outstanding, the Corporation shall not
redeem, purchase or otherwise acquire less than all of the
shares of the Preferred Stock, if, at the time of such
redemption, purchase or other acquisition, dividends payable
on the Preferred Stock shall be in default in whole or in
part, unless prior to or concurrently with such redemption,
purchase or other acquisition, all such defaults shall be
cured or unless such redemption, purchase or other
acquisition shall have been ordered, approved or permitted
under the Public Utility Holding Company Act of 1935. Any
shares of the Preferred Stock so redeemed, purchased or
acquired shall be retired and cancelled.
(H) For the purposes of this Section (H) and subsection
(4) of Section (D) the term "Common Stock Equity" shall mean
the aggregate of the par value of, or stated capital
represented by, the outstanding shares (other than shares
owned by the Corporation) of stock ranking junior to the
Preferred Stock as to dividends and assets, of the premium
on such junior stock and of the surplus (including earned
surplus, capital surplus and surplus invested in plant) of
the Corporation, less (1) any amounts recorded on the books
of the Corporation for utility plant and other plant in
excess of the original cost thereof, (2) unamortized debt
discount and expense, capital stock discount and expense and
any other intangible items set forth on the asset side of
the balance sheet as a result of accounting convention, (3)
the excess, if any, of the aggregate amount payable on
involuntary liquidation, dissolution or winding up of the
affairs of the Corporation upon all outstanding preferred
stock of the Corporation over the aggregate par or stated
value thereof and any premiums thereon, and (4) the excess,
if any, for the period beginning with January 1, 1955, to
the end of a month within ninety (90) days preceding the
date as of which Common Stock Equity is determined, of the
cumulative amount computed under requirements contained in
the Corporation's mortgage indentures relating to minimum
depreciation provisions (this cumulative amount being the
aggregate of the largest amounts separately computed for
entire periods of differing coexisting mortgage indenture
requirements), over the amount appropriated from income to
the property retirement reserve by the Corporation on its
books during such period, including the final fraction of a
year; provided, however, that no deductions shall be
required to be made in respect of items referred to in items
(1) and (2) of this Section (H) in cases in which such items
are being amortized or are provided for, or are being
provided for, by reserves. For the purpose of this Section
(H): (i) the term "total capitalization" shall mean the sum
of the Common Stock Equity, plus item (3) in this Section
(H) and the stated capital applicable to, and any premium
on, outstanding stock of the Corporation not included in
Common Stock Equity, and the principal amount of all
outstanding debt of the Corporation maturing more than
twelve (12) months after the date of issue thereof; and (ii)
the term "dividends on Common Stock" shall embrace dividends
on Common Stock (other than dividends payable only in shares
of Common Stock), distributions on, and purchase or other
acquisitions for value of, any Common Stock of the
Corporation or other stock, if any, junior to the Preferred
Stock. So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not declare or pay any
dividends on the Common Stock, except as follows:
(a) If and so long as the Common Stock Equity at
the end of the calendar month immediately preceding the
date on which a dividend on Common Stock is declared
is, or as a result of such dividend would become, less
than twenty per centum (20%) of total capitalization,
the Corporation shall not declare such dividends in an
amount which, together with all other dividends on
Common Stock paid within the year ending with and
including the date on which such dividend is payable,
exceeds fifty per centum (50%) of the net income of the
Corporation available for dividends on the Common Stock
for the twelve (12) full calendar months immediately
preceding the month in which such dividends are
declared, except in an amount not exceeding the
aggregate of dividends on Common Stock which under the
restrictions set forth above in this subsection (a)
could have been, and have not been, declared; and
(b) If and so long as the Common Stock Equity at
the end of the calendar month immediately preceding the
date on which a dividend on Common Stock is declared
is, or as a result of such dividend would become, less
than twenty-five per centum (25%) but not less than
twenty per centum (20%) of total capitalization, the
Corporation shall not declare dividends on the Common
Stock in an amount which, together with all other
dividends on Common Stock paid within the year ending
with and including the date on which such dividend is
payable, exceeds seventy-five per centum (75%) of the
net income of the Corporation available for dividends
on the Common Stock for the twelve (12) full calendar
months immediately preceding the month in which such
dividends are declared, except in an amount not
exceeding the aggregate of dividends on Common Stock
which under the restrictions set forth above in
subsection (a) and in this subsection (b) could have
been, and have not been, declared; and
(c) At any time when the Common Stock Equity is
twenty-five per centum (25%) or more of total
capitalization, the Corporation may not declare
dividends on shares of the Common Stock which would
reduce the Common Stock Equity below twenty-five per
centum (25%) of total capitalization, except to the
extent provided in subsections (a) and (b) above.
At any time when the aggregate of all amounts credited
subsequent to January 1, 1955, to the property retirement
reserve (accumulated provision for depreciation) account of
the Corporation through charges to operating revenue
deductions or otherwise on the books of the Corporation
shall be less than the amount computed as provided in clause
(aa) below, under requirements contained in the
Corporation's mortgage indentures, then for the purposes of
subsections (a) and (b) above, in determining the net income
available for common stock dividends during any twelve (12)
month period, the amount to be provided for depreciation in
that period shall be (aa) the greater of the cumulative
amount appropriated from income to the property retirement
reserve (accumulated provision for depreciation) on the
books of the Corporation or the cumulative amount computed
under requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions (the
latter cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of differing
coexisting mortgage indenture requirements) for the period
from January 1, 1955, to and including said twelve (12)
month period, less (bb) the greater of the cumulative amount
appropriated from income to the property retirement reserve
(accumulated provision for depreciation) on the books of the
Corporation or the cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions (the
latter cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of differing
coexisting mortgage indenture requirements) from January 1,
1955, up to but excluding said twelve (12) month period;
provided that, in the event any company is merged into the
Corporation, the "cumulative amount computed under
requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions"
referred to above shall be computed without regard, for the
period prior to the merger, of property acquired in the
merger, and the "cumulative amount appropriated from income
to the property retirement reserve (accumulated provision
for depreciation) on the books of the Corporation" shall be
exclusive of amounts provided for such property prior to the
merger.
(I) Dividends may be paid upon the Common Stock only
when dividends have been paid or declared and funds set
apart for the payment of dividends as aforesaid on the
Preferred Stock from the date(s) after which dividends
thereon become cumulative, to the beginning of the period
then current, with respect to which such dividends on the
Preferred Stock are usually declared, but whenever there
shall have been paid or declared and funds shall have been
set apart for the payment of all such dividends upon the
Preferred Stock as aforesaid, then, subject to the
limitations above set forth and subject to the rights of any
other class of stock then outstanding, dividends upon the
Common Stock may be declared payable then or thereafter, out
of any net earnings or surplus of assets over liabilities,
including capital, then remaining. After the payment of the
limited dividends and/or shares in distribution of assets to
which the Preferred Stock is expressly entitled in
preference to the Common Stock, in accordance with the
provisions hereinabove set forth, the Common Stock alone
(subject to the rights of any other class of stock then
outstanding) shall receive all further dividends and shares
in distribution.
(J) The Corporation reserves the right, without any
vote or consent of the Preferred Stock as a class or of any
series of Preferred Stock, to amend these Articles of
Incorporation in any or all of the following respects:
(1) So that the right vested exclusively in the
holders of the 4-3/4% Preferred Stock as a class to
elect the smallest number of directors, which shall
constitute a majority of the authorized number of
directors upon default in dividends upon the 4-3/4%
Preferred Stock, shall thereafter be shared with the
holders of Preferred Stock and any other preferred
stock of any class or series, ranking prior to, or on a
parity with, the Preferred Stock as to dividends and
distributions, all voting as one class, to the same
extent and with the same effect as though the 4-3/4%
Preferred Stock had been redeemed, acquired or
otherwise retired and had been reissued as a series of
Preferred Stock;
(2) So that the 4-3/4% Preferred Stock shall
thereafter be a series of 4-3/4% Preferred Stock within
the class of Preferred Stock herein authorized, limited
in number to the number of shares of 4-3/4% Preferred
Stock authorized to be issued prior to such amendment,
with the same annual rate of dividend, the same dates
on which dividends shall be paid each year, the same
date from which dividends shall commence to accumulate,
the same amounts payable on redemption and the same
amounts payable upon distribution of assets, as were
provided with respect to the shares of 4-3/4% Preferred
Stock prior to such amendment.
SIXTH: The corporate power of this Corporation shall be
vested in, and exercised by, a Board of Directors to be
composed of not less than nine (9) nor more than fifteen
(15) persons, to be elected annually at a general meeting of
stockholders to be held on the fourth Monday in May of each
year, beginning in May, 1963. The number of persons, within
the foregoing limits, to compose the Board of Directors at
any given time, shall be determined by vote of a majority of
the Common Stock present, in person or by proxy, at the
annual meeting, except that, if such designated number be
less than fifteen (15), said number may be increased within
the foregoing limits at any special meeting of stockholders
called for that purpose. A majority of the Board of
Directors shall constitute a quorum for the transaction of
business unless the By-Laws of this Corporation, adopted by
the Board of Directors, shall provide for a lesser number.
Any vacancy occurring among the Directors of this
Corporation by death, resignation or otherwise, shall be
filled by election for the unexpired term by the remaining
directors.
A failure to elect directors on the date above
specified shall not dissolve the Corporation, nor impair its
corporate existence or management, but the directors then in
office shall remain in office until their successors shall
have been duly elected and qualified.
Notice of such meeting and of all other stockholders'
meetings shall be given in the manner prescribed by law,
and, when not so prescribed, then written notice of such
meetings shall be addressed to each stockholder entitled to
vote at said meeting, at such address as may have been
furnished by him for notice hereunder and deposited in the
post office, at least fifteen (15) days before the date of
said meeting, postage prepaid. No notice need be given to
any person whose stock was acquired, or who became a
registered owner thereof, on or after the date upon which
notice of a meeting of stockholders was mailed or delivered.
The By-Laws of the Corporation may provide for any
additional form of notice.
The books for the transfer of the stock may be closed
for such periods before and during the payment of dividends
and the holding of meetings of stockholders, not to exceed
thirty (30) days at any one time, as the Board of Directors
may from time to time determine; and the Corporation shall
make no transfer of stock on the books during such period.
The Board of Directors may elect from its members a
Chairman of the Board and shall elect a President, and may,
from time to time, name and appoint all such other officers
(including one or more Vice-Presidents who need not be
members of the Board of Directors) or agents, as it may deem
necessary for the purposes and business of this Corporation,
and the powers and duties of every officer, agent and
employee shall be such as may be conferred upon them by the
Board of Directors or Executive Committee of the
Corporation, and all officers, agents and employees shall
hold office and employment at the pleasure of the Board of
Directors.
The Board of Directors may make and establish, as well
as alter and amend, all such By-Laws, rules and regulations,
not inconsistent herewith, necessary and proper in its
judgment for the conduct and management of the business and
affairs and the exercise of the corporate powers of this
Corporation, and said Board of Directors shall have full
power and authority to borrow money and to execute mortgages
and pledges and create liens; to issue bonds, notes and
other obligations, and to secure same by mortgage and/or
pledge or otherwise, and generally to do any and all things
reasonable, convenient or necessary for the proper conduct
of the business and affairs of this Corporation, and, in its
discretion, the Board of Directors may create and select an
Executive Committee to be composed of not less than three
(3) of its own members, to which Committee the Board of
Directors may grant all or any of its powers to be exercised
during the interim between meetings of the Board of
Directors itself.
A director of this Corporation shall not be
disqualified by his office from dealing or contracting with
the Corporation either as 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
any firm of which any director is a member, or any
corporation of which any director is a shareholder or
director, 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 members of a firm so
interested, or a shareholder or director of a corporation so
interested, or (2) by a vote at a stockholders' meeting of
the holders of record of a majority of all the outstanding
shares of Common Stock of the Corporation, or by writing or
writings signed by a majority of such holders; nor shall any
director 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 any corporation of which he
is a shareholder or director, was interested in such
transaction or contract.
SEVENTH: Except as hereinbefore in Article FIFTH hereof
provided, with respect to certain voting rights conferred
upon the preferred stock, the provisions hereof may be
modified, changed, altered or amended to the extent and in
the manner now or hereafter permitted by law for the
amendment of the articles of incorporation or act of
incorporation of a corporation, or the capital stock or the
number of shares of the capital stock of this Corporation
may be increased or decreased, or new classes or series of
stock may be created, or the number of shares of any class
or series of stock may be changed with the assent of
two-thirds (or such smaller number, not less than a
majority, as may be permitted by law) of the shares of the
outstanding Common Stock of this Corporation expressed,
given and obtained at a general meeting of such stockholders
convened for such purposes, or any of them, after previous
notice of such meeting shall have been given to each Common
Stockholder in the manner hereinabove provided, unless other
notice for a meeting of such character be prescribed by law,
in which event notice shall be given in conformity with law.
Whenever this Corporation may be dissolved, either by
limitation or from any other cause, its affairs shall be
liquidated by three (3) commissioners to be elected by the
holders of the Common Stock at a meeting convened for said
purpose as above provided and after due notice; a majority
of said stock represented at such meeting shall be requisite
for the election of such commissioners. Such commissioners
shall remain in office until the affairs of this Corporation
shall have been fully liquidated. In case of the death or
resignation of any one or more of said commissioners, the
vacancy or vacancies shall be filled by the survivor or
survivors. In the event of any disagreement among said
commissioners, the action of the majority shall prevail and
be binding.
The provisions of the Business Corporation Law of
Louisiana and of all other statutes relating to corporations
of the character of this Corporation whether consolidated or
otherwise. shall be applicable to this Corporation so far as
concerns the rights and powers of this Corporation and its
stockholders. Upon the written consent or the vote of the
holders of a majority in number of the shares then
outstanding and entitled to vote, or, if the consent or vote
of the holders of a larger number of shares is required by
law, then, upon such larger consent or vote as may be
required by law (1) any and every statute of the State of
Louisiana hereinafter adopted whereby the rights, powers or
privileges of the stockholders of corporations organized
under the general laws of said State are increased,
diminished or in any way affected, or whereby effect is
given to the action taken by any part less than all of the
stockholders of any such corporation shall, notwithstanding
any provision which may at the time be contained in this
agreement of consolidation, apply to this Corporation and
shall be binding not only upon this Corporation but upon
every stockholder thereof to the same extent as if such
statute had been in force at the date of the making and
filing of this agreement of consolidation, and/or (2)
amendments to this agreement of consolidation authorized at
the time of the making of such amendments by the laws of the
State of Louisiana, may be made; provided, however, that no
such consent or vote shall alter or change the amounts which
the holders of outstanding preferred stock are entitled to
receive as dividends or in distribution of assets in
preference to the holders of the Common Stock, or decrease
the price at which preferred stock may be redeemed, all as
hereinabove provided, except with the consent of the holders
of at least ninety per centum (90%) of the then outstanding
preferred stock, which consent may be expressed by each
stockholder either in writing or by vote at an annual or
special stockholders' meeting.
EIGHTH: No stockholder shall ever be held liable for
the contracts or faults or defaults of this Corporation in
any further sum than the unpaid balance of the
consideration, if any, due the Corporation on the shares of
stock owned by him; nor shall any mere informality in
organization or consolidation have the effect of rendering
this agreement null, or of exposing a stockholder to any
liability beyond the unpaid amount remaining due on his said
stock.
NINTH: The officers of the Corporation shall have and
exercise such powers and duties as may be conferred upon
them by the Board of Directors or the Executive Committee of
the Corporation.
TENTH: The rights of creditors and all liens upon the
property of each of the parties hereto shall be preserved
unimpaired and the property and franchises of each of said
corporations, parties hereto, shall pass to and vest in the
Corporation, subject to all lawful debts, guarantees,
liabilities and obligations existing against each of said
corporations, except as herein otherwise provided, and all
of said debts, liabilities and obligations of the New
Orleans Company and/or the Consumers Company and/or the
Citizens Company, parties hereto, shall be provided for,
paid and discharged by the Corporation, except as herein
otherwise provided, and all contracts and agreements
existing between each of said corporations, parties hereto,
and any other person, firm or corporation shall be carried
out and performed by the Corporation.
All of the rights and obligations of the New Orleans
Company arising out of and/or imposed by Ordinance No. 6822
Commission Council Series of the City of New Orleans,
adopted April 18, 1922, and known as the "Settlement
Ordinance", and Ordinances Nos. 7067, 7068 and 7069,
respectively, Commission Council Series of the City of New
Orleans, adopted September 2,1922, supplemental thereto,
and/or other ordinances supplemental thereto or amendatory
thereof, shall pass to and be assumed by the Corporation,
and nothing herein contained shall be construed as changing,
affecting or impairing the provisions of said ordinances, as
presently existing.
And the said Appearer having requested me, Notary, to
note said Restatement in authentic form, I do, by these
presents, receive said Restatement in the form of this
public act to the end that said Restatement may be
promulgated and substituted for and used in the place of the
original Consolidation Agreement of New Orleans Public
Service Inc. and the various amendments thereto.
THUS DONE AND PASSED, in multiple counterparts in the
City of New Orleans on the date first above written in the
presence of Victor Lota and Wil1iam C, Nelson, competent
witnesses, who hereunto sign their names with said Appearer
and me, Notary, after due reading of the whole.
WITNESSES:
/s/ Lionel J. Cucullu
Lionel J. Cucullu
/s/ Victor Lota
/s/ William C. Nelson
___________________________
Notary Public
<PAGE>
DIRECTION AND CONSENT
RESTATEMENT OF ARTICLES OF INCORPORATION (CHARTER)
of
NEW ORLEANS PUBLIC SERVICE INC.
KNOW ALL MEN BY THESE PRESENTS:
The undersigned, MIDDLE SOUTH UTILITIES, INC., herein
represented by Gerald L. Andrus, its President, duly
authorized to execute this document, acting under the
provisions of Title 12, Chapter 1 of the Louisiana Revised
Statutes, being the shareholder of record of all the Common
Stock of New Orleans Public Service Inc., a corporation
existing under the laws of Louisiana, domiciled in the City
of New Orleans, organized by Consolidation Agreement dated
December 28, 1925, between New Orleans Public Service Inc.,
Consumers Electric Light & Power Company, and Citizens Light
& Power Company, Inc., and filed for record with the
Recorder of Mortgages for the Parish of Orleans on December
29, 1925, to be effective and operative January 1, 1926,
does hereby consent that the Articles of Incorporation of
New Orleans Public Service Inc. be restated with no
substantial changes in the provisions of the original
Articles or the amendments thereto, except that said
Articles as restated shall:
1. Omit the names and addresses of the Directors from
Article NINTH;
2. Amend Article SECOND so as to provide perpetual
corporate existence;
3. Amend Article FOURTH so as to expand the objects
and purposes for which the Corporation is
established to permit it to engage in any lawful
activity for which corporations may be formed
under the Business Corporation Law of Louisiana;
4. Amend Articles SEVENTH, NINTH, TENTH and ELEVENTH
so as to delete provisions which are no longer
applicable.
MIDDLE SOUTH UTILITIES, INC. does hereby authorize and
direct Lionel J. Cucullu to appear before any Notary Public
in and for the Parish of Orleans, State of Louisiana, and to
execute a Notarial act putting the Restatement and Amendment
of the Articles of Incorporation of New Orleans Public
Service Inc. into authentic form, and the said Lionel J.
Cucullu is hereby authorized to do any and all things
necessary and proper to make effective said Restatement and
Amendment.
<PAGE>
IN WITNESS WHEREOF, this document has been executed in
duplicate original at New York, New York, on this 24th day
of September, 1969.
MIDDLE SOUTH UTILITIES, INC.
By: /s/ Gerald L. Andrus
GERALD L. ANDRUS
President
ATTEST
/s/ A. M. Fitzgerald
Secretary
<PAGE>
I, the undersigned Secretary of New Orleans Public
Service Inc., a corporation existing under the laws of
Louisiana, domiciled in the City of New Orleans, hereby
certify that Middle South Utilities, Inc., the subscriber to
the foregoing instrument, constitutes the only holder of
shares of Common Stock of said corporation and, therefore,
constitutes the sole holder of shares entitled to vote at a
shareholder's meeting.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the seal of this corporation at New Orleans,
Louisiana, on this 29th day of September, 1969.
/s/ Victor Lota
Secretary
<PAGE>
REPORT ACCOMPANYING RESTATEMENT
OF
ARTICLES OF INCORPORATION
OF
NEW ORLEANS PUBLIC SERVICE INC.
1 - The corporation's registered office is located at, and
its post office address is:
City of New Orleans, State of Louisiana
317 Baronne Street
70160
2 - Its registered agents are:
The President - Lionel J. Cucullu, or in his
absence one of the Vice Presidents - Michael J.
Cade, James M. Cain, John F. Morton, Charles J.
Sinnott, or in the absence of said officers, the
Secretary - Victor Lota, 317 Baronne Street, New
Orleans, La. 70160
3 - The present directors are:
Gerald L. Andrus Eben Hardie
Lionel J. Cucullu Sam Israel, Jr.
Brooke H. Duncan Arthur L. Jung, Jr.
Laurance Eustis Clayton L. Nairne
Richard W. Freeman Isidore Newman, II
John B. Smallpage
Assistant Secretary
<PAGE>
NOTICE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND/OR CHANGE OF REGISTERED AGENT
(R.S. 12:104 - R.S. 12:236)
Name of Corporation New Orleans Public Service Inc.
317 Baronne Street (P. O. Box 60340), New Orleans, Louisiana
70160
Registered Office 317 Baronne Street (P. O. Box 60340)
New Orleans, Louisiana 70160
Registered Agent(s) L. J. Cucullu, President and Director
William McCollam, Jr., Executive Vice President; M. J. Cade,
J. M. Cain, Sherwood A. Cuyler, J. F. Morton, Charles J.
Sinnott, Vice President; A. J. Brodtmann, Comptroller;
Victor Lota, Secretary and Treasurer; and J. E. Hevron,
Assistant Secretary and Assistant Treasurer, 317 Baronne
Street, New Orleans, Louisiana 70160.
Date: March 12, 1971
/s/ Victor Lota
To be signed by President, Vice
President, or Secretary
NOTE: If the registered agent is change, a copy of the
resolution by the Board of Directors of the
appointment, certified by the President, Vice-
President or Secretary must also accompany this
report.
<PAGE>
RESOLUTION UNANIMOUSLY ADOPTED BY THE BOARD
OF DIRECTORS OF NEW ORLEANS PUBLIC SERVICE INC.
AT MEETING HELD MAY 25, 1970
On motion duly made and seconded, the following were
unanimously re-elected to the offices appearing after their
respective names:
Messrs. L. J. Cucullu, President
William McCollam, Jr., Executive Vice President
M. J. Cade, Vice President
J. M. Cain, Vice President
J. F. Morton, Vice President
Charles J. Sinnott, Vice President
A. J. Brodtmann, Comptroller
Victor Lota, Secretary and Treasurer
J. E. Hevron, Assistant Secretary and Assistant
Treasurer
On motion duly made and seconded, Mr. Sherwood A. Cuyler was
elected a Vice President of the Company.
--------------------------------------------
I, the undersigned, Secretary of New Orleans Public
Service Inc., hereby certify that the above and
foregoing is a true and correct copy of resolution
unanimously adopted by the Board of Directors of said
Company at its meeting duly called, convened and held
at its office in the City of New Orleans, on the 25th
day of May, 1970, at which a quorum was present and
acted throughout, and that said resolution is in full
force and effect at the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the seal of the Company at New Orleans,
Louisiana, this 12th day of March, 1971.
/s/ Victor Lota
Secretary
<PAGE>
STATEMENT OF CHANGE OF REGISTERED AGENT
FOR SERVICE OF PROCESS FOR NEW ORLEANS PUBLIC SERVICE INC.
To the Secretary of State:
Pursuant to the provisions of R.S. 12:104, the undersigned
corporation, organized under the laws of the State of
Louisiana, herewith submits the following for the purpose of
giving notice of the termination of authority of a certain
agent for service of process in this state.
The current list of agents for service of process is:
James M. Cain
Charles J. Sinnott, Vice President
A. J. Brodtmann, Vice President
Sherwood A. Cuyler, Vice President 317 Baronne Street,
Hero J. Edwards, Jr., Vice President New Orleans, Louisiana
Malcolm L. Hurstell, Vice President 70112
William C. Nelson, Vice President &
Secretary
Donald F. Schultz, Vice President
Mr. Michael J. Cade previously listed in the Company's 1977
Annual Report to the Secretary of State as serving as an
agent for service of process on behalf of the Company has
resigned, effective April 1, 1978.
The above list of agents for service of process conforms
with the requirements set forth in Article THIRD of the
Company's Restatement of Articles of Incorporation, dated
September 30, 1969, a certified copy of which has been filed
with the Recorder of Mortgages at MOB 2160, Folio 368 on
October 6, 1969.
Dated: August 14, 1978
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ William C. Nelson
William C. Nelson
Title: Vice President & Secretary
<PAGE>
STATEMENT OF CHANGE OF REGISTERED AGENT
FOR SERVICE OF PROCESS FOR NEW ORLEANS PUBLIC SERVICE INC.
To the Secretary of State:
Pursuant to the provisions of R.S. 12:104, the undersigned
corporation, organized under the laws of the State of
Louisiana, herewith submits the following for the purpose of
giving notice of the termination of authority of a certain
agent for service of process in this state.
The current list of agents for service of process is:
James M. Cain, President
A. J. Brodtmann, Vice President
Sherwood A. Cuyler, Vice President 317 Baronne Street,
Hero J. Edwards, Jr., Vice President New Orleans, Louisiana
Malcolm L. Hurstell, Vice President 70112
William C. Nelson, Vice President &
Secretary
Donald F. Schultz, Vice President
Mr. Charles J. Sinnott previously listed in the Company's
1978 Annual Report to the Secretary of State as serving as
an agent for service of process on behalf of the Company has
resigned, effective June 1, 1979.
The above list of agents for service of process conforms
with the requirements set forth in Article THIRD of the
Company's Restatement of Articles of Incorporation, dated
September 30, 1969, a certified copy of which has been filed
with the Recorder of Mortgages at MOB 2160, Folio 368 on
October 6, 1969.
Dated: June 21, 1979
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ William C. Nelson
William C. Nelson
Title: Vice President & Secretary
<PAGE>
CERTIFIED COPY OF EXCERPTS FROM MINUTES OF MAY 28, 1979
MEETING
OF BOARD OF DIRECTORS OF NEW ORLEANS PUBLIC SERVICE INC.
Mr. Jung took the Chair and announced that all directors
elected were qualified to serve. He then asked for
nominations for the presidency of the Company. On motion
duly made and seconded, Mr. James M. Cain, was unanimously
elected President.
* * * * * * * * * * * * * *
Whereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that the following named persons be, and
hereby are elected to the offices of the Company
appearing after their respective names for the ensuing
year ending May 26, 1980:
A. J. Brodtmann, Vice President - Finance
Sherwood A. Cuyler, Vice President - Public and Regulatory
Affairs
Hero J. Edwards, Jr., Vice President - Operations
Malcolm L. Hurstell, Vice President - Engineering and
Production
William C. Nelson, Vice President - Administration and Legal,
and Secretary
Donald P. Schultz, Vice President - Corporate Communications
John H. Chavanne, Controller
Harvey K. Hawkins, Treasurer
Michael P. Burns, Assistant Treasurer
W. D. Meriwether, Jr., Assistant Secretary
Donald J. Winfield, Assistant Secretary & Assistant Treasurer*
Edwin A. Lupberger, Assistant Secretary & Assistant Treasurer*
Rodney J. Estrade, Assistant Secretary & Assistant Treasurer*
* Effective as of date of receipt of requisite Federal
Energy Regulatory Commission approval.
--------------------------------------
I, the undersigned, Secretary of New Orleans Public Service
Inc., hereby certify that the above and foregoing is a true
and correct copy of excerpts from the minutes of the May 28,
1979 meeting of the Board of Directors of said Company duly
called, convened and held at its office in the City of New
Orleans, at which a quorum was present and acted throughout;
that the resolutions therein contained were unanimously
adopted by the vote of said Board, have not been altered,
amended or repealed and are in full force and effect at the
date hereof.
I hereby further certify that the individuals named in the
above and foregoing resolutions as President, Vice
Presidents and Secretary also are agents for the service of
process pursuant to the provisions of Article THIRD of the
Company's Restatement of Articles of Incorporation, dated
September 30, 1969, a certified copy of which has been filed
with the Recorder of Mortgages, Orleans Parish, at MOB 2160,
Folio 368 on October 6, 1969.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Company at New Orleans, Louisiana, this 26th
day of July, 1979.
/s/ William C. Nelson
Secretary
<PAGE>
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
NEW ORLEANS PUBLIC SERVICE INC.
On February 27, 1980, at a Special Meeting of
Stockholders of New Orleans Public Service Inc., a
corporation organized and existing under the laws of the
State of Louisiana, which meeting was called and convened on
February 12, 1980, and adjourned to February 27, 1980, the
stockholders of said New Orleans Public Service Inc. adopted
two separate proposals to amend the Restated Articles of
Incorporation of said corporation as follows:
Proposal 1. The eleventh paragraph of Article FIFTH of
the Restated Articles of Incorporation is amended to be and
to read in its entirety as follows:
"Except as otherwise in this Article FIFTH
provided, any class of stock may be increased at any
time upon vote of the holders of two-thirds (or such
smaller number, not less than a majority, as may be
permitted by law) of the shares of the Corporation then
issued and outstanding and entitled to vote thereon;
provided, however, that so long as any share of the 4-
3/4% Preferred Stock remains outstanding, the amount to
which the capital stock of the Corporation may be
increased is Two Hundred Million Dollars
($200,000,000)."
Proposal 2. Article FIFTH of the Restated Articles of
Incorporation is amended in the following respects:
1. The first sentence of the first paragraph of Section
II of Article FIFTH is amended to be and to read in its
entirety as follows:
"The Preferred Stock shall be issuable in one or
more series from time to time and the shares of each
series shall have the same rank and be identical with
each other and shall have the same relative rights,
except with respect to amounts payable on voluntary
liquidation as specified in Section (F) below and to
the following characteristics.
(a) The number of shares to constitute each
such series and the distinctive designation
thereof;
(b) The annual rate or rates of dividends
payable on shares of such series, the dates on
which dividends shall be paid in each year, and
the date from which such dividends shall commence
to accumulate;
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of sinking fund
requirements (if any) for the purchase or
redemption of each series of the Preferred Stock
other than the initial series and the second
series of the Preferred Stock;
which different characteristics of clauses (a),
(b), (c), and (d) above are set forth below."
2. The penultimate sentence of paragraph (G), Section
II of Article FIFTH is amended to be and to read in its
entirety as follows:
"Nothing herein contained shall limit any legal right
of the Corporation to purchase or otherwise acquire any
shares of the Preferred Stock; provided, however, that,
so long as any shares of the Preferred Stock (which
term, for purposes of this proviso, shall include the 4-
3/4% Preferred Stock) are outstanding, the Corporation
shall not (i) make any payment, or set aside funds for
payment, into any sinking fund for the purchase or
redemption of any shares of the Preferred Stock, or
(ii) redeem, purchase or otherwise acquire less than
all of the shares of the Preferred Stock, if, at the
time of such payment or setting aside of funds for
payment into such sinking fund, or of such redemption,
purchase or other acquisition, dividends payable on the
Preferred Stock shall be in default in whole or in
part, unless prior to or concurrently with such payment
or setting aside of funds for payment into such sinking
fund, and/or such redemption, purchase or other
acquisition, as the case may be, all such defaults
shall be cured or unless such payment or setting aside
of funds for payment into such sinking fund, and/or
such redemption, purchase or other acquisition, as the
case may be, shall have been ordered, approved or
permitted under the Public Utility Holding Company Act
of 1935. Any shares of the Preferred Stock so redeemed,
purchased or acquired shall be retired and cancelled."
3. The first sentence of paragraph (I), Section II of
Article FIFTH is amended to be and to read in its entirety
as follows:
"(I) Dividends may be paid upon the Common Stock
only when (i) dividends have been paid or declared and
funds set apart for the payment of dividends as
aforesaid on the Preferred Stock (which term, for
purposes of this Section (I), shall include the 4-3/4%
Preferred Stock) from the date(s) after which dividends
thereon became cumulative, to the beginning of the
period then current, with respect to which such
dividends on the Preferred Stock are usually declared,
and (ii) all payments have been made or funds have been
set aside for payments then or theretofore due under
the terms of sinking fund requirements (if any) for the
purchase or redemption of shares of the Preferred
Stock, but whenever (x) all such dividends upon the
Preferred Stock as aforesaid shall have been paid or
declared and funds shall have been set apart for the
payment thereof upon the Preferred Stock and (y) all
payments shall have been made or funds shall have been
set aside for all payments then or theretofore due
under the terms of sinking fund requirements (if any)
for the purchase or redemption of shares of the
Preferred Stock, then, subject to the limitations above
set forth and subject to the rights of any other class
of stock then outstanding, dividends upon the Common
Stock may be declared payable then or thereafter, out
of any net earnings or surplus of assets over
liabilities, including capital, then remaining."
The aforesaid Special Meeting of Stockholders of said
New Orleans Public Service Inc., held on February 27, 1980,
was duly called, convened and held pursuant to a resolution
to adjourn and reconvene adopted by at least a majority of
the stockholders present and constituting a quorum at the
Special Meeting of Stockholders held on February 12, 1980,
which was duly called, convened and held pursuant to due
notice thereof. At the meeting of February 27, 1980:
(1) There were present in person or represented by
proxy the holders of 64,951 shares of the class of 4-
3/4% Preferred Stock, $100 par value ("4-3/4% Preferred
Stock"), of said New Orleans Public Service Inc. out of
a total of 77,798 shares of the 4-3/4% Preferred Stock
of said Corporation outstanding, 94,706 shares of the
separate class of serial Preferred Stock, $100 par
value ("Preferred Stock"), of said New Orleans Public
Service Inc. out of a total of 120,000 shares of the
Preferred Stock of said Corporation outstanding, and
5,935,900 shares of the Common Stock, $10 par value
("Common Stock"), of said New Orleans Public Service
Inc. out of a total of 5,935,900 shares of the Common
Stock of said Corporation outstanding, making a total
of 6,095,557 shares of the 4-3/4% Preferred Stock, the
Preferred Stock and the Common Stock present at the
meeting in person or represented by proxy out of the
total number of 6,133,698 shares of the 4-3/4%
Preferred Stock, the Preferred Stock and the Common
Stock of said Corporation outstanding, constituting the
presence in person or by proxy of more than 40% and, in
fact, more than 99.3% of the total number of shares of
the 4-3/4% Preferred Stock, the Preferred Stock and the
Common Stock of said Corporation outstanding, and being
a quorum for all purposes.
(2) Proposal 1 to amend the Restated Articles of
Incorporation of said New Orleans Public Service Inc.
as set forth hereinabove was adopted (A) by the
affirmative vote of 64,430 shares of the 4-3/4%
Preferred Stock voting as a class, being more than two-
thirds and, in fact, more than 82.8% of the total
number of shares (77,798) of the 4-3/4% Preferred Stock
outstanding as aforesaid, with 120 shares of the 4-3/4%
Preferred Stock being voted against said Proposal 1 in
such class vote; and (B) by the affirmative vote of
5,935,900 shares of the Common Stock voting as a class,
being 100% of the total number of shares of the Common
Stock outstanding, with no shares of the Common Stock
being voted against said Proposal 1 in such last
mentioned class vote.
(3) Proposal 2 to amend the Restated Articles of
Incorporation of said New Orleans Public Service Inc.
as set forth hereinabove was adopted (A) by the
affirmative vote of 56,662 shares of the 4-3/4%
Preferred Stock voting as a class, being more than two-
thirds and, in fact, more than 72.8% of the total
number of shares (77,798) of the 4-3/4% Preferred Stock
outstanding as aforesaid, with 7638 shares of the 4-
3/4% Preferred Stock being voted against said Proposal
2 in such class vote; (B) by the affirmative vote of
82,628 shares of the Preferred Stock voting as a class,
being more than two-thirds and, in fact, more than
68.8% of the total number of shares (120,000) of the
Preferred Stock outstanding as aforesaid, with 10,885
shares of the Preferred Stock being voted against said
Proposal 2 in such class vote; and (C) by the
affirmative vote of 5,935,900 shares of the Common
Stock voting as a class, being 100% of the total number
of shares of the Common Stock outstanding, with no
shares of the Common Stock being voted against said
Proposal 2 in the last mentioned class vote.
(4) The Restated Articles of Incorporation of said
New Orleans Public Service Inc. were not amended in any
other respect than as set forth hereinabove, and all of
the provisions of said Restated Articles of
Incorporation, as amended as hereinabove set forth,
relating in any way to the shares of stock of said
Corporation are incorporated and stated in these
Articles of Amendment by reference.
<PAGE>
These Articles of Amendment are executed on and
dated the 27th day of February, 1980.
NEW ORLEANS PUBLIC SERVICE INC.
BY: /s/ James M. Cain
James M. Cain, President
BY: /s/ William C. Nelson
William C. Nelson, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally
came and appeared James M. Cain and William C. Nelson, to me
known and known to me to be the President and the Secretary,
respectively, of New Orleans Public Service Inc. and the
persons who executed the foregoing instrument in such
capacities, and who, after first being duly sworn by me, did
declare and acknowledge that they signed and executed the
foregoing instrument in such capacities for and in the name
of the said New Orleans Public Service Inc., as its and
their free act and deed, being thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
NEW ORLEANS PUBLIC SERVICE INC.
/s/ William C. Nelson
William C. Nelson, Secretary
NEW ORLEANS PUBLIC SERVICE INC.
Sworn to and subscribed before
me at New Orleans, Louisiana, on
this 27th day of February, 1980.
Notary Public
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION
of
NEW ORLEANS PUBLIC SERVICE INC.
On March 19, 1980, the shareholders of New Orleans
Public Service Inc., a corporation organized and existing
under the laws of the State of Louisiana, by resolutions
unanimously adopted by all the shareholders of said
corporation entitled to vote on the matter, amended
Article FIFTH of the Restated Articles of Incorporation
of said corporation as follows:
(1) The first three paragraphs of Article FIFTH are
amended to be and to read in their entirety as follows:
"FIFTH: The amount of the capital stock of the
Corporation shall be Seventy-Seven Million Four
Hundred Nine Thousand Eight Hundred Dollars
($77,409,800), together with the aggregate par value
of capital stock issued after September 1, 1969, by
this Corporation as hereinafter provided.
"The total authorized number of shares of
capital stock that may be issued by the Corporation
shall be 7,347,798 shares, of which 7,000,000 shares
shall have a par value of $10 per share and 347,798
shares shall have a par value of $100 per share.
"The shares of capital stock hereby authorized
to be issued shall be divided among the following
classes:
7,000,000 shares of $10 par value per share
shall be Common Stock;
77,798 shares of $100 par value per share shall
be 4-3/4% Preferred Stock (hereinafter
sometimes referred to as the 4-3/4% Preferred
Stock'): and
270,000 shares of $100 par value per share
shall be Preferred Stock (which, together with
such additional shares thereof as may be
hereafter authorized, is hereinafter sometimes
referred to as the 'Preferred Stock')."
(2) The first paragraph of Section II of Article
FIFTH is amended to be and to read in its entirety as
follows:
"The Preferred Stock shall be issuable in one
or more series from time to time and the shares of
each series shall have the same rank and be
identical with each other and shall have the same
relative rights, except with respect to amounts
payable on voluntary liquidation as specified in
Section (F) below and to the following
characteristics:
(a) The number of shares to constitute
each such series and the distinctive
designation thereof;
(b) The annual rate or rates of dividends
payable on shares of such series, the dates on
which dividends shall be paid in each year, and
the date from which such dividends shall
commence to accumulate:
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of sinking fund
requirements (if any) for the purchase or
redemption of each series of the Preferred
Stock other than the initial series and the
second series of the Preferred Stock;
which different characteristics of clauses (a),
(b), (c), and (d) above are set forth below.
The initial series of the Preferred Stock
shall:
(a) consist of 60,000 shares and be
designated "4.36% Preferred Stock";
(b) have a dividend rate of Four and
36/100 Dollars ($4.36) per share per annum
payable quarterly on January 1, April 1, July 1
and October 1 of each year; such dividends
shall accumulate on each share from the
quarterly dividend payment date next preceding
the date of the original issue of such share,
unless such stock shall be issued on a
quarterly dividend payment date and in such
case from said date. The first quarterly
dividend shall be payable on April 1, 1956, and
shall be cumulative from January 1, 1956; and
(c) be subject to redemption in the manner
provided herein with respect to the Preferred
Stock at the price of One Hundred Seven and
08/100 Dollars ($107.08) per share if redeemed
on or before January 1, 1961, of One Hundred
Six and 08/100 Dollars ($106.08) per share if
redeemed after January 1, 1961, and on or
before January 1, 1966, and of One Hundred Four
and 58/100 Dollars ($104.58) per share if
redeemed after January 1, 1966, in each case
plus an amount equivalent to the accumulated
and unpaid dividends thereon, if any, to the
date fixed for redemption.
The second series of the Preferred Stock shall:
(a) consist of 60,000 shares and be
designated "5.56% Preferred Stock";
(b) have a dividend rate of Five and
56/100 Dollars ($5.56) per share per annum
payable quarterly on January 1, April 1, July 1
and October 1 of each year; such dividends
shall accumulate on each share from and
including April 26, 1967. The first dividend
shall be payable on July 1, 1967, and shall be
cumulative from and including April 26, 1967;
and
(c) be subject to redemption in the manner
provided herein with respect to the Preferred
Stock at the price of One Hundred Six and
65/100 Dollars ($106.65) per share if redeemed
on or before April 1, 1972, of One Hundred Four
and 09/100 Dollars ($104.09) per share if
redeemed after April 1, 1972, and on or before
April 1, 1977, and of One Hundred Two and
59/100 Dollars ($102.59) per share if redeemed
after April 1, 1977, in each case plus an
amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed
for redemption.
The third series of the Preferred Stock shall:
(a) consist of 150,000 shares and be
designated "15.44% Preferred Stock";
(b) have a dividend rate of Fifteen and
44/100 Dollars ($15.44) per share per annum
payable quarterly on January 1, April 1, July 1
and October 1 of each year; such dividends
shall accumulate on each share from and
including March 27, 1980. The first dividend
shall be payable on July 1, 1980, and shall be
cumulative from and including March 27, 1980;
(c) be subject to redemption in the manner
provided herein with respect to the Preferred
Stock at the price of One Hundred Fifteen and
44/100 Dollars ($115.44) per share if redeemed
on or before March 1, 1985 (except that no
share of the 15.44% Preferred Stock shall be
redeemed prior to March 1, 1985 if such
redemption is for the purpose or in
anticipation of refunding such share through
the use, directly or indirectly, of funds
borrowed by the Corporation, or through the
use, directly or indirectly, of funds derived
through the issuance by the Corporation of
stock ranking prior to or on a parity with the
15.44% Preferred Stock as to dividends or
assets, if such borrowed funds have an
effective interest cost to the Corporation
(computed in accordance with generally accepted
financial practice) or such stock has an
effective dividend cost to the Corporation (so
computed) of less than 15.7341% per annum), of
(One Hundred Eleven and 58/100 Dollars
($111.58) per share if redeemed after March 1,
1985, and on or before March 1, 1990, of One
Hundred Seven and 72/100 Dollars ($107.72) per
share if redeemed after March 1, 1990, and on
or before March 1, 1995, and of One Hundred
Three and 86/100 Dollars ($103.86) per share if
redeemed after March 1, 1995, in each case plus
an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date
fixed for redemption; and
(d) without the vote of the issued and
outstanding Common Stock, be subject to
redemption as and for a sinking fund as
follows: on March 1, 1985 and on each March 1
thereafter (each such date being hereinafter
referred to as a "Third Series Sinking Fund
Redemption Date"), for so long as any shares of
the 15.44% Preferred Stock shall remain
outstanding, the Corporation shall redeem, out
of funds legally available therefor and
otherwise in the manner provided herein with
respect to the Preferred Stock, 7,500 shares of
the 15.44% Preferred Stock (or the number of
shares then outstanding if less than 7,500) at
the sinking fund redemption price of $100 per
share plus, as to each share so redeemed, an
amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date of
redemption (the obligation of the Corporation
so to redeem the shares of the 15.44% Preferred
Stock being hereinafter referred to as the
"Third Series Sinking Fund Obligation"); the
Third Series Sinking Fund Obligation shall be
cumulative; if on any Third Series Sinking Fund
Redemption Date the Corporation shall not have
funds legally available therefor sufficient to
redeem the full number of shares required to be
redeemed on that date, the Third Series Sinking
Fund Obligation with respect to the shares not
redeemed shall carry forward to each successive
Third Series Sinking Fund Redemption Date until
such shares shall have been redeemed; whenever
on any Third Series Sinking Fund Redemption
Date, the funds of the Corporation legally
available for the satisfaction of the Third
Series Sinking Fund Obligation and all other
sinking fund and similar obligations then
existing with respect to any other class or
series of its stock ranking on a parity as to
dividends or assets with the 15.44% Preferred
Stock (such Obligation and obligations
collectively being hereinafter referred to as
the "Total Sinking Fund Obligation") are
insufficient to perrnit the Corporation to
satisfy fully its Total Sinking Fund Obligation
on that date, the Corporation shall apply to
the satisfaction of its Third Series Sinking
Fund Obligation on that date that proportion of
such legally available funds which is equal to
the ratio of such Third Series Sinking Fund
Obligation to such Total Sinking Fund
Obligation; in addition to the Third Series
Sinking Fund Obligation the Corporation shall
have the option, which shall be non-cumulative,
to redeem, upon authorization of the Board of
Directors, on each Third Series Sinking Fund
Redemption Date, at the aforesaid sinking fund
redemption price, up to 7,500 additional shares
of the 15.44% Preferred Stock; the Corporation
shall be entitled, at its election, to credit
against its Third Series Sinking Fund
Obligation on any Third Series Sinking Fund
Redemption Date any shares of the 15.44%
Preferred Stock (including shares of the 15.44%
Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price)
theretofore redeemed, other than shares of the
15.44% Preferred Stock redeemed pursuant to the
Third Series Sinking Fund Obligation, purchased
or otherwise acquired and not previously
credited against the Third Series Sinking Fund
Obligation."
The Restated Articles of Incorporation of the said
New Orleans Public Service Inc. were amended by its
shareholders as aforesaid by the Unanimous Written
Consent to such corporate action of all of the
shareholders of said corporation entitled to vote
thereon, signed and executed on March 19, 1980, in
accordance with and pursuant to the authority granted in
and by the laws of the State of Louisiana and
particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, said Unanimous Written Consent having been
signed and executed on the date aforesaid by Middle South
Utilities, Inc., which was then and is now the sole owner
and shareholder of record of 5,935,900 shares of the
Common Stock of the said New Orleans Public Service Inc.,
said 5,935,900 shares being all of the outstanding Common
Stock of the said New Orleans Public Service Inc. and
said Common Stock having all of the voting power and
being all of the capital stock of the said New Orleans
Public Service Inc. entitled to vote on the foregoing
amendments to its Restated Articles of Incorporation; and
in and by said Unanimous Written Consent the said Middle
South Utilities, Inc. affirmatively voted all of said
stock in favor of, authorized, consented to, approved and
constituted as the corporate action of the said New
Orleans Public Service Inc., the amendment of its
Restated Articles of Incorporation as hereinabove set
forth.
The Restated Articles of Incorporation of said New
Orleans Public Service Inc., as heretofore amended, were
not amended in any other respect than as set forth
hereinabove, and all of the provisions of said Restated
Articles of Incorporation, as heretofore amended and as
amended as hereinabove set forth, relating in any way to
the shares of stock of said New Orleans Public Service
Inc. are incorporated and stated in these Articles of
Amendment by reference.
<PAGE>
These Articles of Amendment are executed on and
dated the 19th day of March. 1980.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
JAMES M. CAIN, President
By: /s/ William C. Nelson
WILLIAM C. NELSON. Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA )
) ss.:
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally
came and appeared JAMES M. CAIN and WILLIAM C. NELSON, to
me known and known to me to be the President and the
Secretary, respectively, of NEW ORLEANS PUBLIC SERVICE
INC. and the persons who executed the foregoing
instrument in such capacities, and who, after being first
duly sworn by me, did declare and acknowledge that they
signed and executed the foregoing instrument in such
capacities for and in the name of New Orleans Public
Service Inc., as its and their free act and deed, being
thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
New Orleans Public Service Inc.
/s/ William C. Nelson
William C. Nelson, Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me at New
Orleans, Louisiana, on this l9th day of
March, 1980.
Notary Public
<PAGE>
STATEMENT OF CHANGE OF REGISTERED AGENT
FOR SERVICE OF PROCESS FOR NEW ORLEANS PUBLIC SERVICE INC.
UNITED STATES OF AMERICA
STATE OF LOUISIANA
To the Secretary of State:
Pursuant to the provisions of R.S. 12:104, the undersigned
corporation, organized under the laws of the State of
Louisiana, herewith submits the following for the purpose of
giving notice of the termination of authority of a certain
agent for service of process in this state.
The current list of agents for service of process is:
James M. Cain, President
John H. Chavanne, Vice President
and Treasurer
Sherwood A. Cuyler, Vice President 317 Baronne Street,
Hero J. Edwards, Jr., Vice President New Orleans, Louisiana
Malcolm L. Hurstell, Vice President 70112
William C. Nelson, Vice President &
Secretary
Donald F. Schultz, Vice President
Mr. A. J. Brodtmann previously listed in the Company's 1979
Annual Report to the Secretary of State as serving as an
agent for service of process on behalf of the Company has
resigned, effective November 1, 1980.
The above list of agents for service of process conforms
with the requirements set forth in Article THIRD of the
Company's Restatement of Articles of Incorporation, dated
September 30, 1969, which said Article Third has not been
since amended and a certified copy of said Restatement was
filed with the Recorder of Mortgages, Orleans Parish, at MOB
2160, Folio 368 on October 6, 1969.
Dated: July 15, 1981
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ Floyd A. Hennen
Floyd A. Hennen
Title: Corporate Counsel &
Assistant Secretary
<PAGE>
CERTIFIED COPY OF EXCERPTS FROM MINUTES OF MAY 25, 1981
MEETING
OF BOARD OF DIRECTORS OF NEW ORLEANS PUBLIC SERVICE INC.
Mr. Freeman took the Chair and announced that all directors
elected were qualified to serve. He then asked for
nominations for the presidency of the Company. On motion
duly made and seconded, Mr. James M. Cain, was unanimously
elected President.
* * * * * * * * * * * * * *
Whereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that the following named persons be, and
hereby are elected to the offices of the Company
appearing after their respective names for the ensuing
year ending May 24, 1982:
John H. Chavanne, Vice President and Treasurer
Sherwood A. Cuyler, Vice President - Public and Regulatory
Affairs
Hero J. Edwards, Jr., Vice President - Operations
Malcolm L. Hurstell, Vice President - Engineering and
Production
William C. Nelson, Vice President - Administration and Legal,
and Secretary
Donald P. Schultz, Vice President - Corporate Communications
Sterling F. Ohlmeyer, Assistant Treasurer
Floyd A. Hennen, Assistant Secretary
Edwin A. Lupberger, Assistant Secretary & Assistant Treasurer
Rodney J. Estrade, Assistant Secretary & Assistant Treasurer
- --------------------------------------
I, the undersigned, Secretary of New Orleans Public Service
Inc., hereby certify that the above and foregoing is a true
and correct copy of excerpts from the minutes of the May 25,
1981 meeting of the Board of Directors of said Company duly
called, convened and held at its office in the City of New
Orleans, at which a quorum was present and acted throughout;
that the resolutions therein contained were unanimously
adopted by the vote of said Board, have not been altered,
amended or repealed and are in full force and effect at the
date hereof.
I hereby further certify that the individuals named in the
above and foregoing resolutions as President, Vice
Presidents and Secretary also are agents for the service of
process pursuant to the provisions of Article THIRD of the
Company's Restatement of Articles of Incorporation, dated
September 30, 1969, which said Article THIRD has not been
since amended and a certified copy of said Restatement as
filed with the Recorder of Mortgages, Orleans Parish, at MOB
2160, Folio 368 on October 6, 1969.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Company at New Orleans, Louisiana, this 15th
day of July, 1981.
/s/ Floyd A. Hennen
Assistant Secretary
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATEMENT OE ARTICLES OF INCORPORATION, AS AMENDED,
of
NEW ORLEANS PUBLIC SERVICE INC.
On January 23, 1984, the shareholders of New Orleans
Public Service Inc., a corporation organized and existing
under the laws of the State of Louisiana, by a resolution
unanimously adopted by all of the shareholders of said
corporation entitled to vote on the matter, amended the
first sentence of Article SIXTH of the Restatement of
Articles of Incorporation, as amended, of said
corporation to read in its entirety as follows:
The corporate power of this Corporation shall
be vested in, and exercised by, a Board of Directors
to be composed of not less than nine (9) nor more
than fifteen (15) persons, to be elected annually at
the annual meeting of stockholders.
The Restatement of Articles of Incorporation, as
amended, of the said New Orleans Public Service Inc. was
amended by its shareholders as aforesaid by the Unanimous
Written Consent to such corporate action of all of the
shareholders of said corporation entitled to vote
thereon, signed and executed on January 23, 1984, in
accordance with and pursuant to the authority granted in
and by the laws of the State of Louisiana and
particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been
signed and executed on the date aforesaid by Middle South
Utilities, Inc., which was then and is now the sole owner
and shareholder of record of 5,935,900 shares of the
Common Stock of the said New Orleans Public Service Inc.,
said 5,935,900 shares being al1 of the outstanding Common
Stock of the said New Orleans Public Service Inc. and
said Common Stock having all of the voting power and
being all of the capital stock of the said New Orleans
Public Service Inc. entitled to vote onthe foregoing
amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of,
authorized, consented to, approved and constituted as the
corporate action of the said New Orleans Public Service
Inc., the amendment of its Restatement of Articles of
Incorporation, as amended, as hereinabove set forth.
These Articles of Amendment are executed on and
dated the 23rd day of January , 1984.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
James M. Cain, President
By: /s/ William H. Talbot
William H. Talbot
Corporate Secretary
<PAGE>
ACKNOWLEDGMENT
STATE 0F L0UISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally
case and appeared JAMES M. CAIN and WILLIAM H. TALBOT, to
me known and known to me to be the President and the
Corporate Secretary, respectively, of New Orleans Public
Service Inc. and the persons who executed the foregoing
instrument in such capacities, and who, after first being
duly sworn by me, did doolare and acknowledge that they
signed and executed the foregoing instrument in such
capacities for and in the name of the said New Orleans
Public Service Inc., as its and their free act and deed,
being thereunto duly authorized.
/s/James M. Cain
James M. Cain, President
New Orleans Public Service Inc.
/s/ William H. Talbot
William H. Talbot
Corporate Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me
New Orleans, Louisiana, on this 23rd day
of January, 1984.
/s/ Melvin I. Schwartzman
Notary Public
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
of
NEW ORLEANS PUBLIC SERVICE INC.
On February 21, 1985, the shareholders of New
Orleans Public Service Inc., a corporation organized and
existing under the laws of the State of Louisiana, by a
resolution unanimously adopted by all of the shareholders
of said corporation entitled to vote on the matter,
amended the first three paragraphs of Article FIFTH of
the Restatement of Articles of Incorporation, as amended,
of said corporation to read in their entirety as follows:
FIFTH: The amount of the capital stock of the
Corporation shall be Seventy-seven Million Four
Hundred Nine Thousand Eight Hundred Dollars
($77,409,800), together with the aggregate par value
of capital stock issued after September 1, 1969, by
this Corporation as hereinafter provided.
The total authorized number of shares of
capital stock that may be issued by the Corporation
shal1 be 10,347,798 shares, of which 10,000,000
shares shall have a par value of $10 per share and
347,798 shares shall have a par value of $100 per
share.
The shares of capital stock hereby authorized
to be issued shall be divided among the following
classes:
10,000,000 shares of $10 par value per share
shall be Common Stock;
77,798 shares of $100 par value per share shall
be 4-3/4% Preferred Stock (hereinafter
sometimes referred to as the "4-3/4% Preferred
Stock"); and
270,000 shares of $100 par value per share
shall be Preferred Stock (which, together with
such additional shares thereor as may be
hereafter authorized, is hereinafter sometimes
referred to as the "Preferred Stock").
The Restatement of Articles of Incorporation, as
amended, of the said New Orleans Public Service Inc. was
amended by its shareholders as aforesaid by the Unanimous
Written Consent to such corporate action of all of the
shareholders of said corporation entitled to vote
thereon, signed and executed on February 21, 1985, in
accordance with and pursuant to the authority granted in
and by the laws of the State of Louisiana and
particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been
signed and executed on the date aforesaid by Middle South
Utilities, Inc., which was then and is now the sole owner
and shareholder of record of 5,935,900 shares of the
Common Stock of the said New Orleans Public Service Inc.,
said 5,935,900 shares being all of the outstanding Common
Stock of the said New Orleans Public Service Inc. and
said Common Stock having all of the voting power and
being all of the capital stock of the said New Orleans
Public Service Inc. entitled to vote on the foregoing
amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of,
authorized, consented to, approved and constituted as the
corporate action of the said New Orleans Public Service
Inc., the amendment of its Restatement of Articles of
Incorporation, as amended, as hereinabove set forth.
The Restatement of Articles of Incorporation of said
New Orleans Public Service Inc., as heretofore amended,
was not amended in any other respect than as set forth
hereinabove, and all of the provisions of said
Restatement of Articles of Incorporation, as heretofore
amended and as amended as hereinabove set forth, relating
in any way to the shares of stock of said New Orleans
Public Service Inc. are incorporated and stated in these
Articles of Amendment by reference.
These Articles of Amendment are executed on and
dated the 21st day of February, 1985.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
James M. Cain, President
By: /s/ W. H. Talbot
W. H. Talbot, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally
came and appeared JAMES M. CAIN and W. H. TALBOT, to me
known and known to me to be the President and the
Secretary, respectively, of New Orleans Public Service
Inc. and the persons who executed the foregoing
instrument in such capacities, and who, after first being
duly sworn by me, did declare and acknowledge that they
signed and executed the foregoing instrument in such
capacities for and in the name of the said New Orleans
Public Service Inc., as its and their free act and deed,
being thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President,
New Orleans Public Service Inc.
/s/ W. H. Talbot
W. H. Talbot, Secretary,
New Orleans Public Service Inc.
Sworn to and subscribed before me at
New Orleans, Louisian, on this 21st day
of February , 1985.
/s/ Melvin I. Schwartzmann
Notary Public
My commission is issued for life.
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
of
NEW ORLEANS PUBLIC SERVICE INC.
On November 21, 1988, the shareholders of New
Orleans Public Service Inc., a corporation organized and
existing under the laws of the State of Louisiana, by a
resolution unanimously adopted by all of the shareholders
of said corporation entitled to vote on the matter,
amended the first three paragraphs of Article FIFTH of
the Restatement of Articles of Incorporation, as amended,
of said corporation to read in their entirety as
follows:
FIFTH: The amount of the capital stock of the
Corporation shall be Seventy-seven Million Four
Hundred Nine Thousand Eight Hundred Dollars
($77,409,800), together with the aggregate par value
of capital stock issued after September 1, 1969, by
this Corporation as hereinafter provided.
The total authorized number of shares of
capital stock that may be issued by the Corporation
shall be 10,347,798 shares, of which 10,000,000
shares shall have a par value of $4 per share and
347,798 shares shall have a par value of $lO0 per
share.
The shares of capital stock hereby authorized
to be issued shall be divided among the following
classes:
10,000,000 shares of $4 par value per
share shall be Common Stock;
77,798 shares of $100 par value per share
shall be 4 3/4% Preferred Stock (hereinafter
sometimes referred to as the "4 3/4% Preferred
Stock"); and
270,000 shares of $100 par value per share
shall be Preferred Stock (which, together with
such additional shares thereof as may be
hereafter authorized, is hereinafter sometimes
referred to as the "Preferred Stock").
The Restatement of Articles of Incorporation, as
amended, of the said New Orleans Public Service Inc. was
amended by its shareholders as aforesaid by the Unanimous
Written Consent to such corporate action of all of the
shareholders of said corporation entitled to vote
thereon, signed and executed on November 2l, 1988, in
accordance with and pursuant to the authority granted in
and by the laws of the State of Louisiana and
particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been
signed and executed on the date aforesaid by Middle South
Utilities, Inc., which was then and is now the sole owner
and shareholder of record of 8,435,900 shares of the
Common Stock of the said New Orleans Public Service Inc.,
said 8,435,900 shares being all of the outstanding Common
Stock of the said New Orleans Public Service Inc. and
said Common Stock having all of the voting power and
being all of the capital stock of the said New Orleans
Public Service Inc. entitled to vote on the foregoing
amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of,
authorized, consented to, approved and constituted as the
corporate action of the said New Orleans Public Service
Inc., the amendment of its Restatement of Articles of
Incorporation, as amended, as hereinabove set forth.
The Restatement of Articles of Incorporation of said
New Orleans Public Service Inc., as heretofore amended,
was not amended in any other respect than as set forth
hereinabove, and all of the provisions of said
Restatement of Articles of Incorporation, as heretofore
amended and as amended as hereinabove set forth, relating
in any way to the shares of stock of said New Orleans
Public Service Inc. are incorporated and stated in these
Articles of Amendment by reference.
These Articles of Amendment are executed on and
dated the 21st day of November, 1988.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
James M. Cain, President
By: /s/ T. O. Lind
Thomas O. Lind, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally
came and appeared JAMES M. CAIN and THOMAS O. LIND, to me
known and known to me to be the President and the
Secretary, respectively, of New Orleans Public Service
Inc. and the persons who executed the foregoing
instrument in such capacities, and who, after first being
duly sworn by me, did declare and acklowledge that they
signed and executed the foregoing instrument in such
capacities for and in the name of the said New Orleans
Public Service Inc., as its and their free act and deed,
being thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
New Orleans Public Service Inc.
/s/ Thomas O. Lind
Thomas O. Lind, Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 21st
day of November, 1988.
/s/ W. Brewer, III
Notary Public
My commission is issued for life.
<PAGE>
ARTICLES OF AMENDMENT
to the
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
of
NEW ORLEANS PUBLIC SERVICE INC.
On June 12 , 1989, the shareholders of New Orleans
Public Service Inc., a corporation organized and existing
under the laws of the State of Louisiana, by a resolution
unanimously adopted by all of the shareholders of said
corporation entitled to vote on the matter, amended the
first sentence of the first paragraph of Article SIXTH of
the Restatement of Articles of Incorporation, as amended,
of said corporation to read in its entirety as follows:
SIXTH: The corporate power of this Corporation
shall be vested in, and exercised by, a Board of
Directors to be composed of not less than seven (7)
nor more than fifteen (15) persons, to be elected
annually at the annual meeting of stockholders.
The Restatement of Articles of Incorporation, as
amended, of the said New Orleans Public Service Inc. was
amended by its shareholders as aforesaid by the Unanimous
Written Consent to such corporate action of all of the
shareholders of said corporation entitled to vote
thereon, signed and executed on June 12, 1989, in
accordance with and pursuant to the authority granted in
and by the laws of the State of Louisiana and
particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been
signed and executed on the date aforesaid by Entergy
Corporation, which was then and is now the sole owner and
shareholder of record of 8,435,900 shares of the Common
Stock of the said New Orleans Public Service Inc., said
8,435,900 shares being all of the outstanding Common
Stock of the said New Orleans Public Service Inc. and
said Common Stock having all of the voting power and
being all of the capital stock of the said New Orleans
Public Service Inc. entitled to vote on the foregoing
amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Entergy Corporation
affirmatively voted all of said stock in favor of,
authorized, consented to, approved and constituted as the
corporate action of the said New Orleans Public Service
Inc., the amendment of its Restatement of Articles of
Incorporation, as amended, as hereinabove set forth.
The Restatement of Articles of Incorporation of said
New Orleans Public Service Inc., as heretofore amended,
was not amended in any other respect than as set forth
hereinabove, and all of the provisions of said
Restatement of Articles of Incorporation, as heretofore
amended and as amended as hereinabove set forth, relating
in any way to the shares of stock of said New Orleans
Public Service Inc. are incorporated and stated in these
Articles of Amendment by reference.
These Articles of Amendment are executed on and
dated the 12th day of June, 1989.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
James M. Cain, President
By: /s/ N. J. Briley
N. J. Briley
Assistant Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally
came and appeared JAMES M. CAIN and N. J. BRILEY, to me
known and known to me to be the President and the
Assistant Secretary, respectively, of New Orleans Public
Service Inc. and the persons who executed the foregoing
instrument in such capacities, and who, after first being
duly sworn by me, did declare and acknowledge that they
signed and executed the foregoing instrument in such
capacities for and in the name of the said New Orleans
Public Inc., as its and their free act and deed, being
thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
New Orleans Public Service Inc.
/s/ N. J. Briley
N. J. Briley, Assistant Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 12th
day of June, 1989.
/s/ Mary Hull Tooke
Notary Public
My commission is issued for life.
<PAGE>
NOTICE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND/OR CHANGE OF REGISTERED AGENT
Name of Corporation: New Orleans Public Service Inc.
Registered Office: 639 Loyola Avenue, New Orleans, LA 70113
Name and Address of Registered Agents(s)
William M. Brewer, III, 225 Baronne Street, 26th Floor, New
Orleans, Louisiana 70112
Thomas O. Lind, 225 Baronne Street, 26th Floor, New Orleans,
Louisiana 70112
Mary Hull Tooker, 225 Baronne Street, 26th Floor, New Orleans,
Louisiana 70112
Date: April 12, 1993
/s/ J. J. Cordaro
To be signed by President,
Vice-President, or Secretary
NOTE If the registered agent is changed, a copy of the
resolution by the Board of Directors of the
appointment, certified by the President, Vice-President
or Secretary must also accompany this report.
<PAGE>
ARTICLES OF AMENDMENT
TO THE
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
OF
NEW ORLEANS PUBLIC SERVICE INC.
On May 5, 1994, the stockholders of New Orleans Public
Service Inc., a corporation organized and existing under the
laws of the State of Louisiana, by a resolution unanimously
adopted by all of the shareholders of said corporation
entitled to vote on the matter, amended the first paragraph
of Article SIXTH of the Restatement of Articles of
Incorporation, as amended, of said corporation to read in
its entirety as follows:
"SIXTH: The corporate power of this Corporation
shall be vested in, and exercised by, a Board of
Directors to be composed of not less than three
(3) nor more than fifteen (15) persons, to be
elected annually at a meeting of stockholders to
be held on any date selected by the stockholders.
The number of persons, within the foregoing
limits, to compose the Board of Directors at any
given time, shall be fixed either by the
stockholders or by the Board of Directors. A
majority of the Board of Directors shall
constitute a quorum for the transaction of
business unless the By-Laws of this Corporation,
adopted by the Board of Directors, shall provide
for a lesser number."
The Restatement of Articles of Incorporation, as
amended, of the said New Orleans Public Service Inc. was
amended by its shareholders as aforesaid by the Unanimous
Written Consent to such corporate action of all of the
shareholders of said corporation entitled to vote thereon,
signed and executed on May 5, 1994, in accordance with and
pursuant to the authority granted in and by the laws of the
State of Louisiana and particularly, but not by way of
limitation, Section 76 of Title 12 of the Louisiana Revised
Statutes of 1950, as amended, the said Unanimous Written
Consent having been signed and executed on the date
aforesaid by Entergy Corporation, which was then and is now
the sole owner and shareholder of record of 8,435,900 shares
of the Common Stock of the said New Orleans Public Service
Inc., said 8,435,900 shares being all of the outstanding
Common Stock of the said New Orleans Public Service Inc. and
said Common Stock having all of the voting power and being
all of the capital stock of the said New Orleans Public
Service Inc. entitled to vote on the foregoing amendment to
its Restatement of Articles of Incorporation, as amended;
and in and by said Unanimous Written Consent the said
Entergy Corporation affirmatively voted all of said stock in
favor of, authorized, consented to, approved and constituted
as the corporate action of the said New Orleans Public
Service Inc., the amendment of its Restatement of Articles
of Incorporation, as amended, as hereinabove set forth.
The Restatement of Articles of Incorporation of said
New Orleans Public Service Inc., as heretofore amended, was
not amended in any other respect than as set forth
hereinabove, and all of the provisions of said Restatement
of Articles of Incorporation, as heretofore amended and as
amended as hereinabove set forth, relating in any way to the
shares of stock of said New Orleans Public Service Inc. are
incorporated and stated in these Articles of Amendment by
reference.
These Articles of Amendment are executed on and dated
the 21st day of July, 1994.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ Glenn E. Harder
Glenn E. Harder, Vice President
By: /s/ Christopher T. Screen
Christopher T. Screen,
Assistant Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came
and appeared Glenn E. Harder and Christopher T. Screen, to
me known and known to me to be a Vice President and the
Assistant Secretary, respectively, of New Orleans Public
Service Inc. and the persons who executed the foregoing
instrument in such capacities, and who, after first being
duly sworn by me, did declare and acknowledge that they
signed and executed the foregoing instrument in such
capacities for and in the name of the said New Orleans
Public Inc., as its and their free act and deed, being
thereunto duly authorized.
/s/ Glenn E. Harder
Glenn E. Harder, Vice President
New Orleans Public Service Inc.
/s/ Christopher T. Screen
Christopher T. Screen,
Assistant Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 21st day
of July, 1994
/s/ Mary H. Tooke
Notary Public
My Commission is issued for life.
Exhibit 3(d)
BYLAWS
OF
ARKANSAS POWER & LIGHT COMPANY
AS OF
SEPTEMBER 11, 1992
<PAGE>
BYLAWS
OF
ARKANSAS POWER & LIGHT COMPANY
ARTICLE I
OFFICES
The principal business office of the Company shall be in
Little Rock, Arkansas.. The Company may also have offices at
such other places as the Board of Directors may from time to time
designate.
ARTICLE II
SHAREHOLDERS
Section 1. PLACE OF HOLDING MEETINGS. Meetings of the
shareholders shall be held in the offices of the Company in the
City of Little Rock, State of Arkansas; or may be held at other
places in or outside the State of Arkansas.
Section 2. ANNUAL MEETINGS OF SHAREHOLDERS - ELECTION OF
DIRECTORS. The annual meeting of the shareholders for the
election of directors and the transaction of such other corporate
business as may properly come before such meeting, shall be held
on the third Wednesday in May unless such day is a legal holiday,
in which case such meeting shall be held on the first day
thereafter which is not a legal holiday, unless the shareholders
elect to hold the annual meeting on a substitute date.
At each annual meeting the shareholders entitled to
vote shall elect directors in the number provided by these Bylaws
to serve until the next annual meeting, unless there is arrearage
in the payment of preferred stock dividends as hereinafter
stated. If dividends payable on any shares of the Preferred Stock
at any time outstanding shall be in arrears in an amount equal to
or greater than the aggregate dividends accumulated on the
outstanding Preferred Stock in any period of twelve (12) months,
then the holders of the Preferred Stock, voting separately from
the holders of the Common Stock, shall be entitled to elect the
smallest number of directors necessary to constitute a majority
of the then authorized number of directors, and the remaining
directors shall be elected as first provided in this section;
provided that if and when accumulated and unpaid dividends on the
then outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment, then at the next annual
meeting of the shareholders, or earlier at a special meeting of
the shareholders duly convened for such purpose, new directors
may be elected by the vote of the shareholders of the Company as
first provided in this section.
In the event of the failure to hold the annual meeting of
shareholders, or should be shareholders fail to elect directors
at the annual meeting, then in either case the director for the
ensuing year may be elected at a special meeting of the
shareholders called for such purpose.
At each annual meeting the shareholders may transact such
other corporate business as may properly come before said
meeting.
Section 3. SPECIAL MEETING OF SHAREHOLDERS. Special
meetings of the shareholders entitled to vote upon any matters
may be held upon call of the Chairman of the Board, the
President, the Board of Directors, the Executive Committee, or
shareholders holding at least ten percent (10%) of all the votes
entitled to be cast on any issue proposed to be considered at the
proposed special meeting, provided that such shareholders deliver
to the Company's secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to be
held. Notice of special meetings shall be given in regular
manner.
Section 4. NOTICE OF SHAREHOLDERS Meetings. Written or
printed notice of all meetings of shareholders stating the date,
time, and place of the meeting and in the case of a special
meeting a description of the purpose or purposes for which the
meeting is being called shall be mailed by either the Chairman of
the Board, the President, or the Secretary to each shareholder of
record entitled to vote at his last known post office address, at
least ten (10) days and no more than sixty (60) days before the
meeting except as otherwise provided by law. Such notice shall be
deemed to be given when deposited in the mail, postage prepaid,
directed to the shareholder at his post office address as it
appeals on the records of the Company. For any meeting of
shareholders called to consider matters on which all the
shareholders are not entitled to vote, notice need not be sent to
those shareholders who are not entitled to vote at such meeting
but only to those shareholders of the class or classes entitled
to vote.
Section 5. QUORUM; VOTE REQUIRED FOR ACTION. A majority of
the votes entitled to be cast by the shareholders of the Company
representing a separate voting group must be present in person or
by proxy at each meeting of the shareholders to constitute a
quorum. A majority of the votes cast by a voting group shall
decide every question or matter submitted to the shareholders at
any meeting, unless otherwise provided by law or by the Amended
and Restated Articles of Incorporation.
Section 6. ADJOURNMENTS. Any meeting of shareholders,
annual or special, may adjourn from time to time to reconvene at
the same or some other place, and notice. need not be given of
any such adjourned meeting if the time and place thereof are
announced at the meeting in which the adjournment is taken. At
the adjourned meeting the Company may transact any business which
might have been transacted at the original meeting. If after the
adjournment a new record date is fixed for the adjourned meeting,
which must be done if the meeting is adjourned to a date more
than one hundred twenty (120) days after the date fixed for the
original meeting, a notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the
meeting in the manner provided by these Bylaws.
Section 7. OFFICERS FOR SHAREHOLDERS MEETINGS. Meetings
of. shareholders shall be presided over by (in the order
following) the Chairman of the Board, the President, or such
officer as may be named for the purpose by resolution of the
Board of Directors, or if no such officer is present, by a
Chairman elected at the meeting. The Secretary of the Company
shall act as Secretary of such meeting, if present. In his
absence or incapacity to serve, the presiding Chairman may
appoint a Secretary.
Section 8. PROXIES. Each shareholder entitled to vote at a
meeting of shareholders may authorize another person or persons
to act for him by proxy, but no such proxy shall be voted or
acted upon after eleven (11) months from its date, unless the
proxy provides for longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient at law to
support an irrevocable power. A shareholder may revoke any proxy
which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy
or another duly executed proxy bearing a later date with the
Secretary of the Company. Proxies shall be dated and shall be
filed with the records of the meeting.
Section 9. FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF
RECORD. In order that the Company may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect to any
change, conversion, or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than seventy (70)
days nor less than ten (10) days before the date of such meeting
nor more than seventy (70) days prior to any other action. If no
record date is flexed: (i) the record date for determining
shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next
preceding the day on which notice is given or, if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held; and (ii) the record date for
determining shareholders for any other purpose shall be at the
close of business on the date on which the Board of Directors
adopts a resolution relating thereto. A determination of
shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, the Board of Directors may fix a new
record date for the adjourned meeting, which it must do if the
meeting is adjourned to a date more than one hundred and twenty
(120) days after the date fixed for the original meeting.
Section 10. LIST OF SHAREHOLDERS ENTITLED TO VOTE. After
fixing the record date for a meeting, the Secretary shall prepare
an alphabetical listing of the names of all of the shareholders
of the Company who are entitled to notice of the shareholders'
meeting, which list must be arranged by voting group (and within
each voting group by class or series of shares) and must show the
address of and number of shares held by each such shareholder.
The shareholders list must be made available for inspection by
any shareholder, beginning two (2) business days after notice of
the meeting is given for which the list was prepared and
continuing through the meeting, at the Company's main office or
at a place identified in the meeting notice in the city where the
meeting will be held. A shareholder, his agent, or attorney shall
be entitled on written demand to inspect and to copy the list
during regular business hours and during the period it is
available for inspection. The Company shall make the shareholders
list available at the meeting, any shareholder, his agent, or
attorney shall be entitled to inspect the list at any time during
the meeting or any adjournment thereof.
Section 11. INFORMAL ACTION BY SHAREHOLDERS. Unless
otherwise restricted by law or the Amended and Restated Articles
of Incorporation, any action required or permitted to be taken at
any annual or special meeting of the shareholders may be taken
without a meeting, without prior notice and without a vote, if
one or more written consents, setting forth the action taken,
shall be signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. All written
consents executed by one or more shareholders shall be included
in the minutes or filed with the corporate records. Prompt notice
of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those
shareholders who have not consented in writing. In addition, if
it is required by law that notice of the proposed action be given
to nonvoting shareholders and the action is to be taken by
written consent of the voting shareholders, the Company must give
its nonvoting shareholders written notice of the proposed action
at least ten (10) days before the action is taken.
ARTICLE III
DIRECTORS
Section 1. NUMBER: GENERAL DUTIES: TERM; ELIGIBILITY: AND
REMOVAL. The number of directors constituting the Board of
Directors of this Company shall be eighteen (18).
Ownership of capital stock of the Company shall not be a
prerequisite to serving as a Director.
Any Director, who is also an officer (except the chief
executive officer or a former chief executive officer) or
employee of the Company, shall not be eligible for re-election
after the date of his retirement as an officer or employee of the
Company; however, he shall be permitted to complete the regular
term of the office as a Director which he is serving at the time
of his retirement. A Director who is or has previously been the
Company's chief executive officer at the time of his retirement
from active employment with the Company, or a Director who is not
an officer or employee of the Company, shall not be eligible for
re-election after his seventieth birthday, but he shall be
permitted to complete the regular term of office as a Director
which he is serving at the time he reaches his seventieth
birthday.
Directors shall continue to serve until their successors are
duly elected and qualified, unless prevented by death,
resignation or inability to serve or by removal as provided in
the Amended and Restated Articles of Incorporation.
Section 2. QUORUM: VOTE REQUIRED FOR ACTION. A majority of
the directors shall constitute a quorum at any meeting, except
when otherwise provided by law; provided, however, that a
majority of the directors present may adjourn any meeting, from
time to time, and the meeting may be held, as adjourned, without
further notice; if at least one-third (1/3) of the directors are
present at the meeting. Except in cases in which the Amended and
Restated Articles of Incorporation or these Bylaws provide
otherwise the vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the
Board of Directors.
Section 3. ORGANIZATION. Meetings of the Board of
Directors shall be presided over by the Chairman of the Board, if
any, or in his absence by a Vice Chairman of the Board, if any,
or in his absence by the President, or in their absence, by a
Chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the Chairman of the
meeting may appoint any person to act as secretary of the
meeting.
Section 4. MEETINGS AND NOTICES OF MEETINGS. Meetings of
the Board of Directors shall be held at the times fixed by
resolution of the Board, or upon call of the Chairman of the
Board, the President, or any two directors, and may be held at
any place within or without the State of Arkansas. The Secretary,
or an officer performing his duties, shall give reasonable notice
(which must be at least two (2) days' prior notice) of all
meetings of the directors called, provided that a meeting may be
held without notice immediately after the annual election, and
notice need not be given of regular meetings held at times fixed
by resolution of the Board. Meetings may be held at any time
without notice if all the directors are present, or if those not
present waive notice either before or after the meeting.
Section 5. FEES AND COMPENSATION OF DIRECTORS. The Board of
Directors shall have the power to authorize the payment of
compensation to the directors for services to the Company,
including fees for attendance at meetings of the Board of
Directors. of the Executive Committee, and all other committees,
and to determine the amount of such compensation and fees.
Section 6. ELECTION OF OFFICERS. The Board of Directors, as
soon as may be after the election of directors in each year,
shall elect officers to serve until the next annual meeting of
the shareholders and until their successors in office are elected
and qualified. The officers to be so elected are:
(a) President (who shall be a Director
of the Company and who may also
be Chairman of the Board).
(b) Vice President.
(c) Treasurer.
(d) Secretary.
The Board of Directors may also elect a Chairman of the
Board (who shall be a Director of the Company and who may also be
President), one or more Executive Vice Presidents, one or more
Senior Vice Presidents, one or more Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Treasurers, and
one or more Assistant Secretaries.
The Board of Directors may also, from time to time, appoint
such other officers and give them such duties as the Board may
deem proper. The same person may be elected to more than one
office.
Section 7. SALARIES OF OFFICERS. The Board of Directors
shall fix salaries and compensation to be paid to officers of the
Company or shall designate such person who shall be authorized to
fix salaries and compensation to be paid to officers of the
Company.
Section 8. VACANCIES. Vacancies occurring among the
directors shall be filled as provided in the Amended and Restated
Articles.
Section 9. INFORMAL ACTION BY DIRECTORS. Unless otherwise
restricted by the Amended and Restated Articles of Incorporation
or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors, or any committee thereof,
may be taken without a meeting if all members of the Board or
such committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes or
proceedings of the Board or committee. Action taken under this
section of the Bylaws is effective when the last director signs
the consent, unless the consent specifies a different effective
date.
Section 10. TELEPHONIC MEETINGS PERMITTED. Members of the
Board of Directors, or any committee designated by the Board, may
participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can
simultaneously hear each other, and participation in a meeting
pursuant to this Bylaw shall constitute presence in person at
such meeting.
Section 11. GENERAL POWERS OF DIRECTORS. The Board of
Directors shall have the power to manage the business of the
Company and, subject to the restrictions imposed by law and by
the Amended and Restated Articles of Incorporation, may exercise
all the powers of the Company.
ARTICLE IV
COMMITTEES
Section 1. EXECUTIVE COMMITTEES. The Board of Directors,
after their election in each year, may appoint an Executive
Committee to consist of the Chief Executive Officer and such
additional number of directors as the Board may from time to time
determine. Such Committee shall have and may exercise all the
powers of the Board during the intervals between its meetings,
which may be lawfully delegated, subject to such limitations as
may be provided by resolution of the Board. The Board shall have
the power at any time to change the membership of such Committee
and to fill vacancies in it. the Executive Committee may make
rules for the conduct of its business and may appoint such
committees and assistants as it may deem necessary. The Board may
from time to time determine by resolution the number of members
of such committee required to constitute a quorum.
Section 2. OTHER COMMITTEES. The Board of Directors may by
resolution appoint other committees of directors to perform such
duties and take such action as may be lawfully delegated and as
the Board may authorize and direct. The Board shall have the
power at any time to change the membership of such committees, to
fill vacancies in committee personnel and rescind the power and
authority of such committees.
Section 3. MINUTES OF MEETINGS. All committees shall keep
regular minutes of their proceedings and report the same to the
Board of Directors.
Section 4. EX-OFFICIO MEMBERS. The Chairman of the Board of
Directors and the President of the Company shall both be ex-
officio members of each duly appointed committee.
Section 5. COMMITTEE RULES. Unless the Board of Directors
otherwise provides, each committee designated by the Board of
Directors may make, alter, and repeal rules for the conduct of
its business. In the absence of such rules, each committee shall
conduct its business in the same manner as the Board of Directors
conduct its business pursuant to Article III of these Bylaws.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the Company shall be a
President one or more Vice Presidents, a Secretary, a Treasurer,
and such Assistant Secretaries and Assistant Treasurers as the
Board of Directors may elect. The Board of Directors may from
time to time elect such other officers as they may deem proper.
The same person may be elected or appointed to more than one
office. All officers shall serve from their election until the
next annual meeting of the shareholders and until their
successors in office are elected and qualified, unless they shall
resign, become disqualified, or be removed.
Section 2. DUTIES. The officers of the Company shall have
such duties, except as modified by the Board of Directors, as
generally pertain to their offices respectively, as well as such
powers and duties provided in these Bylaws and as may from time
to time be conferred by the Board of Directors.
Section 3. RESIGNATION: REMOVAL: VACANCIES. Any officer may
resign at any time upon written notice to the Company. The Board
of Directors may remove any officer with or without cause at any
time, but such removal shall be without prejudice the contractual
rights of such officer, if any, with the Company. Any vacancy
occurring in any office of the Company by death, resignation,
removal or otherwise may be filled for the unexplored portion of
the term by the Board of Directors at any regular or special
meeting.
ARTICLE VI
CAPITAL STOCK
Section 1. CERTIFICATES OF STOCK. Certificates of stock of
the Company must bear the corporate seal of the Company and shall
be signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer, the Secretary, or an
Assistant Secretary of the Company, but when any such certificate
is signed by a Transfer Agent or Registrar, the signature of any
such corporate officer and the corporate seal upon such
certificate may be facsimiles, engraved or printed. The stock of
the Company shall be transferable or assign able on the books of
the Company by the holders in person or by attorney on the
surrender of the certificates therefore duly endorsed. The Board
3f Directors may appoint one or more transfer agents and
registrars of the stock.
Section 2. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES:
ISSUANCE OF NEW CERTIFICATES. The company may issue a new
certificate of stock in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen, or destroyed,
and the Company may require the owner of the lost, stolen, or
destroyed certificate, or his legal representative, to give the
Company a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of such new
certificate.
Section 3. CLASSES OF STOCK - DESIGNATION. If the Company
shall be authorized to issue more than one class of stock or more
than one series of any class, the designations, preferences and
relative, participating, option or other special rights of each
class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences or rights shall
be set forth in full or summarized on the face or back of the
certificate which the Company shall issue to represent such class
or series of stock, provided, that except as otherwise provided
by Arkansas law, in lieu of the foregoing requirements there may
be set forth on the face or back of the certificate which the
Company shall issue to represent such class or series of stock, a
statement that the Company will furnish without charge to each
shareholder who so requests the designations, preferences and
relative, participating, optional or other special rights of each
class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences or rights.
Section 4. DIVIDENDS. The directors may declare dividends
upon the capital stock of the Company as and when they deem
advisable and according to law.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND AGENTS
Section 1. RIGHT TO INDEMNIFICATION. Each person (including
here and hereinafter, the heirs, executors, administrators, or
estate of such person) (1) who is or was a director or officer of
the Company, (2) who is or was an employee of the Company other
than an officer, (3) who is or was an agent of the Company and
whom the Corporation has expressly agreed to indemnify, or (4)
who is or was serving at the request of the Company as a
director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise shall be
indemnified by the Company as of right to the fullest extent
permitted or authorized by the Arkansas Business Corporation Act
of 1987 (sometimes referred to herein as the "1987 Act") or
subsequent legislation (but in the case of any such subsequent
legislation, only to the extent that it permits the Company to
provide broader indemnification rights than permitted prior to
such legislation), against any liability or expense, awarded or
assessed against him, or incurred by him, or paid or to be paid
by him in settlement thereof, in his capacity as such director,
officer, employee or agent,. or arising out of his status as such
director, officer, employee, or agent, including expenses and
amounts paid by him in settlement of any proceeding asserted or
brought against him by or in the right of any person, including
the Company, in any such capacity or arising out of his status as
such. Each director, officer, employee, or agent of the Company
to whom indemnification rights under this Article VII have been
or may be granted is referred to herein as an "Indemnified
Person".
The Board of Directors may, upon approval of such director,
officer, employee, or agent of the Company, authorize the
Company's counsel to represent such person in any proceeding,
whether or not the Company is a party to such proceeding.
Notwithstanding the foregoing, except as specified in
Section 3 of this Article, the Company shall indemnify an
Indemnified Person in connection with a proceeding (or part
thereof) initiated by such Indemnified Person only if
authorization for such proceeding (or part thereof) was not
denied by the Board of Directors of the Company prior to sixty
(60) days after receipt by the Company of written notice thereof
from such person.
Section 2. ADVANCEMENT OF EXPENSES. Costs, charges and
expenses incurred by a director, officer or employee in defending
a proceeding shall be paid by the Company to the fullest extent
permitted or authorized by the applicable Arkansas Act pursuant
to Section 1 of this Article or subsequent legislation (but in
the case of any such subsequent legislation, only to the extent
that it permits the Company to provide broader rights to advance
costs, charges and expenses than permitted prior to such
legislation) in advance of the final disposition of such
proceeding, within fourteen (14) days after the receipt by the
Company of a written statement from such director, officer or
employee requesting such an advancement together with an
undertaking, if required by law at the time of such advance, by
or on behalf of the person seeking such advance, to repay all
amounts so advanced in the event that it shall ultimately be
determined that such person is not entitled to be indemnified by
the Company as authorized in this Article. In the case of agents
of the Company, advancements of costs, charges and expenses may
be made upon such other terms and conditions as the Board of
Directors may deem appropriate.
Section 3. PROCEDURE FOR INDEMNIFICATION AND OBTAINING
ADVANCEMENT OF EXPENSES. Any indemnification of liabilities and
expenses or advancement of expenses under this Article shall be
made promptly, and, in the case of indemnification, in any event
within sixty (60) days of receipt by the Company of the written
request of the Indemnified Person, or, in the case of advancement
of expenses, as set forth in Section 2 of this Article. If the
Company denies such request in whole or in part or if no
disposition thereof is made within the applicable time limit or
if the Company otherwise fails to provide indemnification or
advancement as provided for in this Article, and despite any
contrary determination by or on behalf of the Company in the
specific case, the Indemnified Person may enforce his right to
indemnification or advancement, or both, in an appropriate
proceeding brought in a court of competent jurisdiction and shall
be entitled to such indemnification or advancement, or both, as
the court shall by order direct. Such person's reasonable
expenses in obtaining court-ordered indemnification or.
advancement shall be reimbursed by the Company. No such contrary
determination by or on behalf of the Company shall be a defense
to such proceeding or create a presumption. that the claimant has
not met the applicable standard of conduct, if any, for
indemnification or for an advancement pursuant to Section 1 or
Section 2 of this Article. It shall be a defense to any such
action that the claimant has not met the applicable standard of
conduct, if any, pursuant to Section 1 or Section 2 of this
Article.
Section 4. OTHER RIGHTS: CONTINUATION OF RIGHT TO
INDEMNIFICATION AND ADVANCEMENTS. The rights to indemnification
and to advancements provided by this Article shall not be deemed
exclusive of any other or further rights to which a person
seeking indemnification or advancements may be entitled under any
law (common or statutory), agreement, vote of shareholders or
disinterested directors or otherwise, either as to action taken
or omitted to be taken in his official capacity or as to action
taken or omitted to be taken in another capacity while holding
office or while employed by or acting as agent for the Company,
and shall continue as to an Indemnified Person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person. All rights to indemnification and to advancements of
expenses under this Article shall be deemed to be a contract
between the Company and each Indemnified Person. Any repeal or
modification of this Article or any repeal or modification of
relevant provisions of the applicable Arkansas Business
Corporation Act or any other applicable law shall not m any way
diminish any right to indemnification or to advancement of
expenses of such Indemnified Person, or the obligations of the
Company, arising hereunder for claims relating to matters
occurring prior to such repeal or modification.
Section 5. INSURANCE AND OTHER ARRANGEMENTS. The Company
may maintain insurance, at its expense, to protect itself and/or
any person who is or was or has agreed to become a director,
officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or
agent of another company, partnership, joint venture, trust or
other enterprise against any liability asserted against him or
incurred by him or on his behalf in any such capacity, or arising
out of his status as such, whether or not the Company would have
the legal power to directly indemnify him against such liability.
The Company may also obtain a letter of credit, act as self-
insurer, create a reserve, trust, escrow, cash collateral or
other fund or account, enter into indemnification agreements,
pledge or grant a security interest in any asset or properties of
the Company, or use any other mechanism or arrangement whatsoever
in such amounts, at such costs, and upon such other terms and
conditions as the Board of Directors shall deem appropriate for
the protection of any or all such persons.
Section 6. SEPARABILITY. If this Article or any portion
hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Company shall be nevertheless
indemnify each director and officer, and each employee and agent
of the Company as to whom the Company has agreed to grant
indemnity, as to liabilities and expenses, and amounts paid or to
be paid in settlement with respect to any proceeding, including
an action by or in the right of the Company, to the full extent
permitted by any applicable portion of this Article that shall
not have been invalidated and to the full extent permitted by
applicable law.
Section 7. TERMS. For purposes of this Article and in each
case without limiting the generality thereof, the term "other
enterprises" includes employee benefit plans; the term "expenses"
includes reasonable counsel fees; the term "liability" includes
obligations to pay a judgment, settlement, penalty, fine
(including an excise tax assessed on a person with respect to any
employee benefit plan), and expenses actually and reasonably
incurred with respect to a proceeding; the term "proceeding"
includes any threatened, pending, or completed action, suit, or
other type of proceeding, whether civil, criminal,
administrative, or investigative; and the term "serving at the
request of the Company" includes any service as a director,
officer, employee or agent of the Company that imposes duties on
or involves services by such persons, including duties relating
to an employee benefit plan and its participants or
beneficiaries.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 1. DEPOSITARIES. The Board of Directors is
authorized to select such depositaries as it shall deem proper
for the funds of the Company, or may authorize the proper
officers of the Company to do so. Checks and drafts against such
deposited funds shall be signed and countersigned by officers or
persons to be specifically specified by the Board of Directors.
Section 2. WAIVERS. Whenever under the provisions of these
Bylaws or of any law the shareholders or directors are authorized
to hold any meeting or take any action after notice or after the
lapse of any prescribed period of time, such meeting or action
may be held or taken without notice and without such lapse of
time, on written waiver of such notice and lapse of time signed
by every person entitled to such notice who did not properly
receive such notice or by his attorney or attorneys thereunto
authorized, either before or after the meeting or action to which
such notice relates. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, unless the person
at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and with respect to
directors does not vote for or assent to the action taken. In
addition, with respect to shareholders, attendance of a person at
a meeting shall constitute a waiver of objection to consideration
of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the
person objects to considering the matter when it is presented.
All waivers of notice shall be filed with the minutes of the
meeting.
Section 3. EXECUTION OF CHECKS, NOTES, ETC. All checks and
drafts on the Company's bank accounts and all bills of exchange,
promissory notes, acceptances, obligations and other instruments
for the payment of money shall be signed by the President or any
Vice President and by the Treasurer or any Assistant Treasurer,
or shall be signed by such other officer or officers, person or
persons, as shall be thereunto authorized by the Board of
Directors or the Executive Committee, or shall be signed by such
officer or officers, person or persons, as shall be thereunto
authorized in the indenture relating to a security issued by the
Company provided that when specifically authorized by the Board
of Directors, the signature of any corporate officer or other
person and the corporate seal upon instruments described above
may be facsimile, engraved or printed.
Section 4. CORPORATE SEAL. The corporate seal of the
Company shall be in such form as required by law and as the Board
of Directors shall prescribe. The seal on any corporate
obligation for the payment of money may be a facsimile, engraved
or printed.
Section 5. DIRECTORS EMERITUS AND ADVISORY DIRECTORS. Any
individual who shall have served as a Director of this Company
may by action of either the shareholders or the Board of
Directors be declared to be a Director Emeritus for the remainder
of his natural life as recognition of the past services rendered
to the Company. A Director Emeritus, as such, shall not have the
right to vote at meetings of the Board of Directors. A Director
Emeritus shall receive from the Company such remuneration as
shall be fixed by the Board of Directors.
Any individual who shall have served as a Director of this
Company may by action of either the shareholders or the Board of
Directors be declared to be an Advisory Director who shall serve
for a term not exceeding one (1) year from the date of his
election. An Advisory Director, as such, shall not have the right
to vote at meetings of the Board of Directors. An Advisory
Director shall receive from the Company such remuneration as
shall be fixed by the Board of Directors.
Section 6. INSPECTION OF BYLAWS. A copy of the Bylaws, with
all amendments thereto, shall at all times be kept in a
convenient place at the main office of the Company, and shall be
open for inspection to all shareholders during normal business
hours.
Section 7. INTERESTED DIRECTORS AND OFFICERS: QUORUM. No
contract or transaction between the Company and one or more of
its directors or officers, or between the Company and any other
company, partnership, association, or other organization in which
one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer
is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such
purposes, if: (l) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
known to the Board of Directors or the committee, and the Board
or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested
directors; provided, however, that the contract or transaction
may not be authorized, approved, or ratified by a single
director; or (2) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the shareholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by
a vote of the shareholders; or (3) the contract or transaction is
fair to the Company. If a majority of the disinterested directors
vote to authorize, approve, or ratify the contract or
transaction, a quorum shall be deemed present for purpose of
taking action under this Section 7. If the contract or the
transaction is approved by shareholders, the shares owned by or
voted under the control of an interested director or an
interested company, partnership, association, or other
organization in which one or more of the Company's directors or
officers are directors or officers, or have a financial interest,
shall not be counted in the vote of shareholders. The vote of
such shares, however, shall be counted in determining whether the
transaction or contract is approved under the Amended and
Restated Articles of Incorporation or the Arkansas Business
Corporation Act of 1981. A majority of the shares that are
entitled to be counted in a vote on the transaction or contract
under this Section 7 constitutes a quorum for the purpose of
taking action under this Section 7.
Section 8. FORM OF RECORDS. Any records maintained by the
Company in the regular course of its business, including a stock
ledger, books of account, and minute books, may be kept on, or by
in the form of, punch cards, magnetic tape, photographs,
microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Company shall so
convert any records so kept upon the request of any person
entitled to inspect the same.
Section 9. AMENDMENT OF BYLAWS. Except as otherwise
provided by law and the Articles of Incorporation, these Bylaws
may be amended, changed or altered by either the shareholders or
Board of Directors at a duly convened meeting, the notice of
which includes notice of the proposed amendment, change or
alteration.
<PAGE>
Consent of Stockholder
of
Arkansas Power & Light Company
This Consent is executed, pursuant to the provisions of Ark. Code
Ann. Section4-27-704 (Repl. 1991) by Entergy Corporation, the
holder of all the issued and outstanding common stock of Arkansas
Power & Light Company, in lieu of a meeting of stockholders.
Pursuant to authority granted under the provisions of the
statutes of the State of Arkansas and by the Bylaws of Arkansas
Power & Light Company, the first paragraph of Section 1 of
Article III of the Bylaws of Arkansas Power & Light Company is
amended to read as follows:
"Section 1. NUMBER; GENERAL DUTIES; TERM; ELIGIBILITY; AND
REMOVAL. The shareholders or the Board of Directors shall
have the power from time to time to fix the number of
directors of the Company, provided that the number so fixed
shall not be less than three (3) or more than fifteen (15)."
Pursuant to the authority granted by Article EIGHTH (a) of the
Amended and Restated Articles of Incorporation of Arkansas Power
& Light Company, the number of directors of Arkansas Power &
Light Company is fixed at six (6) and the following individuals
are hereby nominated and elected to serve as the directors
constituting the Board of Directors of Arkansas Power & Light
Company until their successors shall be elected and qualified:
Michael B. Bemis
Donald C. Hintz
Jerry D. Jackson
R. Drake Keith
Edwin Lupberger
Jerry L. Maulden
The corporate acts and actions taken by the Board of Directors
and officers of the Company since the annual meeting of
stockholders held on May 26, 1993, be and hereby are ratified and
approved.
IN WITNESS WHEREOF, this Consent has been executed on this 5th
day of May, 1994.
ENTERGY CORPORATION
By: /s/ Edwin Lupberger
Edwin Lupberger
Chairman of the Board and
Chief Executive Officer
Exhibit 3(e)
GULF STATES UTILITIES COMPANY
TRANSCRIPT FROM THE RECORDS OF MEETING OF THE
BOARD OF DIRECTORS HELD ON NOVEMBER 12, 1992
*****************************************************************
*************
RESOLVED, that this Board of Directors hereby further waives the
terms of Article IX of the Company's Bylaws regarding mandatory
retirement age of directors to allow Robert H. Barrow to continue
to serve as a member of the Board of Directors until the Annual
Meeting of Shareholders in May, 1994.
*****************************************************************
*************
I, Leslie D. Cobb, Vice President and Secretary of Gulf
States Utilities Company, a wholly-owned subsidiary of Entergy
Corporation, I hereby certify that the foregoing is a true and
correct copy of a certain resolution duly adopted by the Board of
Directors of said Company at a Special Meeting of said Board duly
convened and held on November 12, 1992, at which meeting a quorum
for the transaction of business was present and acting
throughout.
I further certify that said resolution has not been amended
or revoked and that the same is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have
affixed the corporate seal of said Company this 28th day of
January, 1994.
Leslie D Cobb
Vice President & Secretary
Gulf States Utilities Company
Amended January 28, 1994
BYLAWS
GULF STATES UTILITIES COMPANY
BYLAWS
of
GULF STATES UTILITIES COMPANY
ARTICLE I.
Name.
The name of this Corporation shall be GULF STATES UTILITIES
COMPANY.
ARTICLE II.
Shareholders' Meetings.
All meetings of the Shareholders shall be held at the
principal office of the Company, 350 Pine Street, Beaumont,
Texas. With or Without motion, the Chairman of any meeting of the
Shareholders may appoint Inspectors and Tellers for such meeting
who shall examine into the qualifications of the Shareholders
present in person or represented at the meeting by proxy, report
the shares represented at the meeting and tabulate the vote on
such matters as may come before the meeting.
ARTICLE III.
Annual Meeting.
The Annual Meeting of the Shareholders of this Corporation
shall be held on the first Thursday in May in each year if not a
legal holiday and, if a legal holiday, then on the next
succeeding Thursday not a legal holiday. In the event that such
Annual Meeting is omitted by circumstances beyond the control of
the Company or otherwise on the date herein provided for, the
Directors shall cause a meeting in lieu thereof to be held as
soon thereafter as conveniently may be, and any business
transacted or elections held at such meeting shall be as valid as
if transacted or held at the Annual Meeting. Such subsequent
meeting shall be called in the same manner and as provided for
Special Shareholders' Meetings.
ARTICLE IV.
Special Meetings.
Special Meetings of the Shareholders of this Corporation
shall be held whenever called by the Chairman of the Board of
Directors, the Vice Chairman, the President, a Vice President or
a majority of the Board of Directors, or whenever the holder or
holders of one-tenth (1/10) of the shares of the capital stock
issued and outstanding and entitled to vote shall make written
application therefor to the Secretary or an Assistant Secretary,
stating the time and purpose of the meeting applied for. Special
Meetings of the Shareholders shall also be held following the
accrual or termination of the right of the preferred stock of the
Corporation, voting as a class, to elect the smallest number of
Directors of this Corporation necessary to constitute a majority
of the members of the Board of Directors, whenever requested to
be called in the manner provided in Paragraph 6 of Article VI of
the Restated Articles of Incorporation of the Corporation as
amended.
ARTICLE V.
Notice of Shareholders' Meetings
Written or printed notice of all Shareholders' Meetings,
stating the time and place, and, in the case of Special Meetings,
the purpose or purposes for which such meetings are called, shall
be delivered by the Secretary or an Assistant Secretary, by mail,
to each Shareholder of record, having voting power in respect of
the business to be transacted thereat, at his or her registered
address, at least ten (10) and not more than sixty (60) days
prior to the date of the meeting, and the person giving such
notice shall make affidavit in relation thereto; provided that
such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the Shareholder at his address as
it appears on the stock transfer books of the Corporation, with
postage thereon prepaid, and further provided that notice of any
such meeting shall be deemed to be sufficiently delivered to any
Shareholder who, while the provisions of the Trading with the
Enemy Act (Public Act No. 91 of the Sixty-fifth Congress of the
United States of America, as now or hereafter amended) shall be
operative, shall appear from the stock books to be or shall be
known to the Corporation to be an "enemy" or "ally of enemy" as
defined in the said Act and whose address appearing on such stock
books is outside the United States, or the mailing to whom of
notice shall at the time be prohibited by any other law of the
United States of America or by any executive order or regulation
issued or promulgated by any officer or agency of the United
States of America (a) if, at least ten (10) days prior to the
date of the meeting, a copy of the notice of the meeting shall be
mailed to any person or agency who by any such law, order or
regulation shall have been duly designated to receive such notice
or duty designated or appointed as custodian of the property of
such Shareholder; or (b) if a brief notice of such meeting,
including, in the case of a Special Meeting, either a brief
statement of the objects for which such meeting is called or a
statement as to where there may be obtained a copy of a written
notice containing a statement of such objects, shall be published
by the Corporation at least once, not less than ten (10) days
before the meeting in a daily newspaper published in the English
language and of general circulation in the City of Beaumont,
Texas.
Any meeting at which all Shareholders having voting power in
respect of the business to be transacted thereat are present,
either in person or represented by proxy, or of which those not
present have waived notice in writing, shall be a legal meeting
for the transaction of business, notwithstanding that notice has
not been given as herein before provided.
ARTICLE VI
Waiver of Notice.
Notice of any Shareholders' Meeting may be waived by any
Shareholder and the presence at any meeting, either in person or
by proxy, of a Shareholder having voting power in respect of the
business to be transacted thereat shall be deemed as to such
Shareholder a waiver of notice of the meeting.
ARTICLE VII
Quorum.
At any meeting of the Shareholders, a majority of the shares
of capital stock issued and outstanding and entitled to vote in
respect of the business to be transacted thereat, represented by
such Shareholders of record in person or by proxy, shall
constitute a quorum, but a less interest may adjourn any meeting
from time to time and the same shall be held as adjourned without
further notice. When a quorum is present at any meeting, the
vote of the holders of a majority of the shares of capital stock
entitled to vote represented thereat shall decide all questions
brought before such meeting, unless the question is one upon
which by express provision of law or of the Articles of
Incorporation of the Corporation or of these Bylaws a larger or
different vote is required, in which case such express provision
shall govern and control the decision of such question. The
provisions of this Article are, however, subject to the
provisions of Paragraphs 6 and 13 of Article VI of the Articles
of Incorporation of the Corporation as amended.
ARTICLE VIII.
Proxy and Voting
The voting power of the respective classes of stock of the
Corporation shall be as provided in Article VI of the Articles of
Incorporation of the Corporation as amended. Shareholders of
record entitled to vote may vote at any meeting either in person
or by proxy in writing, which shall be filed with the Secretary
of the meeting before being voted. Such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting, but
shall not be valid after the final adjournment thereof or after
eleven (11) months from the date of its execution unless
otherwise provided in the proxy. Each holder of record of stock
of the Corporation of any class shall, as to all matters in
respect of which such class of stock has voting power, be
entitled to one vote for each share of stock of such class
standing in his name on the books of the Corporation.
ARTICLE IX.
Board of Directors.
A Board of fourteen (14) Directors shall be chosen by ballot
at the Annual Meeting of the Shareholders or at any meeting held
in the place thereof as hereinbefore provided. The number of
Directors may be increased or decreased from time to time by
amendment of the Bylaws, but no decrease shall have the effect of
shortening the term of any incumbent Director. Any directorship
to be filled by reason of an increase in the number of Directors
may be filled by election at an Annual Meeting or at a Special
Meeting of Shareholders called for that purpose or may be filled
by the Board of Directors for a term of office continuing only
until the next election of one or more Directors by the
Shareholders; provided that the Board of Directors may not fill
more than two such directorships during the period between any
two successive Annual Meetings of Shareholders. Each Director
elected by the Shareholders shall serve until the next Annual
Meeting and until such Director's successor is duly elected and
qualified except as in these Bylaws may otherwise be provided.
No person shall be eligible for election or re-election as a
Director of the Company after attaining age seventy (70) except
as otherwise permitted by the Board by special resolution
heretofore adopted. Any Director who retires from active
employment by the Company shall, concurrently with such
retirement, resign as a Director of the Company
The foregoing provisions placing qualifications on the
eligibility of Directors are, however, subject to Paragraphs 6
and 13 of Clause E of Article V~ of the Restated Articles of
Incorporation of the Corporation as amended.
ARTICLE X
Powers of Directors
The Board of Directors shall have the entire management of
the business of the Corporation. In the management and control of
the property, business and affairs of the Corporation, the Board
of Directors is hereby vested with all the powers possessed by
the Corporation itself, so far as this delegation of authority is
not inconsistent with the laws of the State of Texas, with the
Articles of Incorporation of the Corporation or with these
Bylaws. The Board of Directors shall have power to determine what
constitutes net earnings, profits and surplus, respectively, what
amount shall be reserved for working capital and for any other
purposes, and what amount shall be declared as dividends, and
such determination of the Board of Directors shall be final and
conclusive.
ARTICLE XI.
Fees of Directors and Others..
The Board of Directors shall have power to fix and determine
the fee or fees to be paid members of the Board of Directors or
any Committees appointed by the Directors or Shareholders for
attendance at meetings of said Directors or Committees. Any fees
so fixed and determined by the Board of Directors shall be
subject to revision or amendment by the Shareholders.
ARTICLE XII.
Executive and Other Committees.
The Board of Directors, by resolution adopted by a majority
of the number of Directors fixed by the Bylaws, may elect from
its number an Executive Committee of not less than three nor more
than six members, which Committee may exercise the powers of the
Board of Directors in the management of the business of the
Corporation when the Board is not in session except where action
of the Board of Directors is specified or required by law. The
Executive Committee shall report its actions to the Board For
approval. The Executive Committee may make rules for the notice,
holding and conduct of its meetings and the keeping of the
records thereof.
The Board of Directors may likewise appoint from its number
or from the Shareholders other Committees from time to time, the
number composing such Committees and the powers conferred upon
the same to be determined by vote of the Board of Directors.
ARTICLE XIII.,
Meetings.
Regular Meetings of the Board of Directors shall be held at
such places within or without the State of Texas and at such
times as the Board by vote may determine from time to time, and
if so determined no notice thereof need be given. Special
Meetings of the Board of Directors may be held at any time or
place, either within or without the State of Texas. whenever
called by the Chairman of the Board of Directors, the Vice
Chairman, the President, a Vice President, the Secretary, an
Assistant Secretary or three or more Directors, notice thereof
being given to each Director by the Secretary or an Assistant
Secretary or officer calling the meeting, or at any time without
formal notice provided all the Directors are present or those not
present have waived notice thereof. Notice of Special Meetings,
stating the time and place thereof, shall be given by mailing the
same to each Director at his residence or business address at
least two days before the meeting or by delivering the same to
him personally or by telephoning or telegraphing the same to him
at his residence or business address at least one day before the
meeting
ARTICLE XIV.
Quorum.
A majority of the Board of Directors shall constitute a
quorum for the transaction of business, but a less number may
adjourn any meeting from time to time and the same may be held
without further notice. When a quorum is present at any meeting,
a majority vote of the members in attendance thereat shall decide
any question brought before such meeting, except as otherwise
provided by law or by these Bylaws
ARTICLE XV
Officers
The officers of this Corporation shall be a Chairman of the
Board of Directors, a Vice Chairman, a President, one or more
Vice Presidents, a Secretary, a Treasurer, and a Controller, and
such other officers and assistant officers as are permitted or
provided by these Bylaws and elected by the Board of Directors
The officers shall be elected by the Board of Directors after its
election by the Shareholders, and a meeting may be held without
notice for this purpose immediately after the Annual Meeting of
the Shareholders and at the same place.
ARTICLE XVI.
Eligibility of Officers
The Chairman of the Board of Directors shall be a Director
of the Corporation but need not be a Shareholder of the
Corporation. The Vice Chairman, the President, Vice Presidents,
Secretary, Treasurer, Controller, and such other officers as may
be appointed may be, but need not be, Shareholders or Directors
of the Corporation Any person may hold more than one office
provided the duties thereof can be consistently performed by the
same person, and except that the President and Secretary shall
not be the same person.
ARTICLE XVII.
Additional Officers and Agents.
The Board of Directors in its discretion may appoint one or
more Assistant Secretaries, one or more Assistant Treasurers, and
such other officers or agents as it may deem advisable, and
prescribe the duties thereof.
ARTICLE XVIII
Chairman of the Board of Directors.
The Chairman of the Board shall be elected from among the
Directors of this Corporation. He may call meetings of the Board
of Directors and of any committee thereof whenever he deems
necessary. When present, he shall call to order and preside at
all meetings of the Shareholders of this Corporation and of the
Board of Directors He shall be the chief executive officer
thereof, shall have general supervision over the business and
policies of this Corporation, subject to control of the Board of
Directors, and may perform all duties and exercise all powers as
are conferred by these Bylaws, or by law, on the President except
such duties, if any, as are required by law to be performed by a
President or a Vice President. The Chairman of the Board is
hereby authorized to sign certificates representing shares to
which shareholders are entitled The Chairman of the Board shall
perform such other duties and have such other powers as the Board
of Directors shall designate from time to time.
ARTICLE XIX
Vice Chairman
The Vice Chairman shall have the powers and authorities and
shall perform all the duties commonly incident to his office and
shall perform such other duties and have such other powers as the
Board of Directors shall designate from time to time. In the
absence of the Chairman of the Board, the Vice Chairman shall
perform the duties of such Chairman. He shall be the chief
operating officer of this Corporation. Subject to control of the
Board of Directors, he may perform all duties and exercise all
powers as are conferred by these Bylaws, or by law, on the
President except such duties as are required by law to be
performed by a President, or a Vice President. The Vice Chairman
is hereby authorized to sign certificates representing shares to
which shareholders are entitled.
ARTICLE XX.
President
In the absence of the Chairman of the Board and Vice
Chairman, the President shall perform the duties of such Chairman
In the absence of the Vice Chairman, the President shall perform
the duties of such Vice Chairman. The President shall have the
powers and authorities and shall perform all the duties commonly
incident to his office and such other duties as the Board of
Directors shall designate from time to time The President or n
Vice President, or such other officer or officers as may be
authorized by these Bylaws or such other person as is thereunto
specifically authorized by vote of the Board of Directors, shall
sign all bonds, deeds and contracts of this Corporation. The
President or a Vice President or such other officer or officers
as these Bylaws may prescribe shall sign all certificates
representing shares of stock in this Corporation to which
Shareholders are entitled.
ARTICLE XXI.
Vice Presidents
Except as especially limited by vote of the Board of
Directors, any Vice President shall perform the duties and have
the powers of the President during the absence or disability of
the President, and shall have the power to sign all certificates
of stock, bonds, deeds, and contracts of the Corporation He shall
perform such other duties and have such other powers as the Board
of Directors, the Chairman of the Board of Directors, the Vice
Chairman, or the President shall designate from time to time.
From time to time, as it may determine advisable, the Board of
Directors may designate one or more Executive Vice Presidents
who, in the absence or disability of the President, shall be
managing executive officers of this Corporation; provided that
priority for exercise of such authority is granted to the
Executive Vice President designated as "Senior" and is thereafter
granted in order of original election to such office. An
Executive Vice President shall possess all the powers conferred
by these Bylaws on other Vice Presidents and shall perform such
other duties and have such other powers as the Board of
Directors, the Chairman of the Board of Directors, the Vice
Chairman, or the President may designate from time to time.
ARTICLE XXII.
Secretary
The Secretary shall keep accurate minutes of all meetings of
the Shareholders, the Board of Directors and the Executive or
other Committees of the Board of Directors, respectively, shall
perform all the duties commonly incident to his office, and
shall perform such other duties and have such other powers as the
Board of Directors shall designate from time to time The
Secretary shall have the power, together with the Chairman of the
Board of Directors, the Vice Chairman, the President or a Vice
President, to sign certificates of stock of the Corporation. In
his absence an Assistant Secretary or a Secretary pro tempore
shall perform his duties. The Secretary, any Assistant Secretary
and any Secretary pro tempore shall be sworn to the faithful
discharge of their duties.
ARTICLE XXIII.
Treasurer and Controller.
The Treasurer shall have and exercise, under the supervision
of the Board of Directors, all the powers and duties commonly
incident to his office, and shall give bond (which shall be in
the custody of the President) in such form and with such sureties
as shall be required by the Board of Directors.
The Controller 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 The Controller
shall have and exercise, under the supervision of the Board of
Directors, all the powers and duties commonly incident to his
office, and shall give bond (which shall be in the custody of the
Chief Executive Officer) in such form and with such sureties as
shall be required by the Board of Directors
ARTICLE XXIV.
Removals
The Shareholders may, at any meeting called for the purpose,
by a vote of a majority of the shares of the capital stock issued
and outstanding and entitled to vote, remove from office any
Director and elect or appoint his successor, but this provision
is subject to Paragraph 6 of Article VI of the Articles of
Incorporation of the Corporation as amended. The Directors may,
by vote of not less than a majority of the entire Board, remove
from office any officer or agent or member or members of any
Committees selected or appointed by them.
ARTICLE XXV
Vacancies.
Any vacancy occurring in the Board of Directors (other than
a vacancy created by an increase in the number of Directors,
which is governed by Article IX of these Bylaws) may be filled
for the unexpired term by the affirmative vote of a majority of
the remaining Directors though less than a quorum of the Board of
Directors, but vacancies in the Board of Directors may be filled
for the unexpired term by the Shareholders having voting power at
a meeting called for that purpose, unless such vacancy shall have
been filled by the Directors.
If the office of any officer or agent, one or more, is or
becomes vacant by reason of death, resignation, removal,
disqualification or otherwise, the Directors may, by a majority
vote, elect a person to such office to serve until tile next
annual meeting or until his successor shall be elected.
ARTICLE XXVI.
Capital Stock.
The amount of capital stock, and of each class thereof,
shall be as fixed in the Articles of Incorporation or in any
lawful amendments thereto and the votes of the Corporation from
time to time
ARTICLE XXVII
Certificates of Stock.
Every Shareholder shall be entitled to a certificate or
certificates representing shares of the capital stock of the
Corporation in such form, complying with the law as may be
prescribed by the Board of Directors, duly numbered and sealed
with the corporate seal of the Corporation and setting forth the
number and kind of shares to which such Shareholder is entitled.
Such certificates shall be signed by the Chairman of the Board of
Directors, the Vice Chairman, the President or a Vice President
and by the Secretary or an Assistant Secretary. The Board of
Directors may also appoint one or more Transfer Agents and/or
Registrars for the stock of any class or classes and may require
stock certificates to be countersigned by one or more of them. If
certificates representing shares of capital stock of this
Corporation are manually signed either by a Transfer Agent or by
a Registrar, the signatures thereon of the Chairman of the Board
of Directors, the Vice Chairman, the President or a Vice
President and the Secretary or an Assistant Secretary of this
Corporation may be facsimiles, engraved or printed. Any
provisions of these Bylaws with reference to the signing of stock
certificates shall include, in cases above permitted, such
facsimile signatures. In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates, shall
cease to be such officer or officers of this Corporation, whether
because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by this
Corporation, such certificate or certificates may nevertheless be
adopted by the Board of Directors of this Corporation and be
issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or
signatures shall have been used thereon had not ceased to be such
officer or officers of this Corporation. Any stock certificates
bearing facsimile signatures of officers of this Corporation, as
above provided, may also bear a facsimile of the seal of this
Corporation.
ARTICLE XXVIII.
Transfer of Stock.
Shares of stock may be transferred by delivery of the
certificate accompanied either by an assignment in writing on the
back of the certificate or by a written power of attorney to
sell, assign and transfer the same signed by the person appearing
by the certificate to be the owner of the shares represented
thereby. No transfer shall affect the right of the Corporation to
pay any dividend due upon the stock, or to treat the holder of
record as the holder in fact, until such transfer is recorded
upon the books of the Corporation or a new certificate is issued
to the person to whom it has been so transferred. It shall be the
duty of every Shareholder to notify the Corporation of his post
office address.
The Board of Directors shall have power to close the stock
transfer books of this Corporation for a period not exceeding 50
days preceding the date of any meeting of Shareholders or the
date for payment of any dividend or the date for the allotment of
rights or the date when any change or conversion or exchange of
capital stock shall go into effect; provided, however, that in
lieu of closing the stock transfer books as aforesaid, the Board
of Directors may fix in advance a date, not exceeding 60 days
preceding the date of any meeting of Shareholders or the date for
the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the
determination of the Shareholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such
allotment or rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, and in such
case only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to
vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, as the case may be, notwithstanding
any transfer of any stock on the books of this Corporation after
any such record date fixed as aforesaid
ARTICLE XXIX.
Loss of Certificates.
In case of the loss, mutilation or destruction of a
certificate representing shares of stock, a duplicate certificate
may be issued upon such terms as the Board of Directors may
prescribe
ARTICLE XXX.
Seal.
The seal of this Corporation shall consist of a flat-faced
circular die with the words and figures "GULF STATES UTILITIES
COMPANY CORPORATE SEAL 1925 TEXAS" cut or engraved thereon
ARTICLE XXXI.
Books and Records.
Unless otherwise expressly required by the laws of the State
of Texas, the books and the records of the Corporation may be
kept outside of the State of Texas at such place or places as may
be designated from time to time by the Board of Directors.
ARTICLE XXXII.
Amendments.
These Bylaws may be amended, added to, altered or repealed
by the Board of Directors of the Company. In the event of any
such amendment, alteration or repeal of these Bylaws by the Board
of Directors, the notice of the Annual Meeting of the
Shareholders which shall thereafter first be sent to the
Shareholders shall state that the Bylaws have been so amended,
added to, altered or repealed and shall describe or set forth or
be accompanied by statement describing or setting forth such
amendment, addition, alteration or the text of any article which
has been repealed. Notwithstanding anything hereinabove
contained, these Bylaws may be amended, added to, altered or
repealed at any Annual or Special Meeting of the Shareholders by
vote in either case of a majority of the voting power of the
shares of the capital stock issued and outstanding and entitled
to vote in respect thereof, unless the question is one upon which
by express provisions of law or of the Articles of Incorporation
or of these Bylaws a larger or different vote is required, in
which case such express provision shall govern and control the
decision of such question, provided, however, that notice is
given in the call of said meeting that an amendment, addition,
alteration or repeal is to be acted upon.
ARTICLE XXXIII,
Indemnification.
A. The Corporation shall indemnify any person who was or is
a named defendant or respondent or is threatened to be made a
named defendant or respondent in a proceeding (which shall
;include any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, arbitrative,
or investigative, any appeal in such an action, suit or
proceeding, and any inquiry or investigation that could lead to
such an action, suit, or proceeding including but not limited to
any action, suit or proceeding brought by or in behalf of the
Corporation) because the person is or was a director, officer, or
employee of the Corporation, and any person who, while a
director, officer, or employee is or was serving at the request
of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of
another domestic or foreign corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or
other enterprise, or is or was a nominee or designee of the
Corporation who is or was serving at the request of the
Corporation as a director or officer of any domestic or foreign
corporation which is owned in whole or part by the Corporation,
against, judgments, penalties (including excise and similar
taxes), fines, settlements, and reasonable expenses (including
but not limited to court costs and attorneys' fees) actually
incurred by the person in connection with such proceeding, if the
person (1) conducted himself or herself in good faith, (2)
reasonably believed in the case of conduct in his or her official
capacity as a director, officer, or employee of the Corporation,
that his or her conduct was in the Corporation's best interests
and in all other cases that his or her conduct was at least not
opposed to the Corporation's best interests and (3) in the case
of any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. This indemnity is expressly
intended to apply regardless of the sole, concurrent, or
contributing negligence or fault of the person to be indemnified
provided that the standards of conduct described in clauses (l),
(2), and (3) are met. In addition to the other standards of
conduct described in clauses (1), (2), and (3), indemnification
and payment or reimbursement of expenses of employees under this
Article XXXIII shall be provided for an employee (who is not a
director or officer) only when the employee's conduct was within
the course and scope of his or her employment by the Corporation.
B. The Corporation shall indemnify a director, officer, or
employee, or such A nominee or designee or person who, at the
request of the Corporation, is serving in capacities described
above against reasonable expenses (including but not limited to
court costs and attorneys' fees) incurred by him or her in
connection with a proceeding in which he or she is a named
defendant or respondent because he or she is or was a director,
officer, or employee, or such a nominee or designee if he or she
has been wholly successful, on the merits or otherwise, in the
defense of the proceeding.
C. Indemnification provided under Section A shall be made
by the Corporation (except as provided in Section B) only if it
is determined in accordance with the following procedures that
the person has met the requirements set forth in Section A and
that indemnification is permissible Such determination that
indemnification is permissible under Section A shall be made (1)
by a majority vote of a quorum consisting of directors who at the
time of the vote were not named defendants or respondents in the
proceeding, or (2) if such a quorum cannot be obtained by a
majority vote of a committee of the board of directors,
designated to act in the matter by a majority vote of all
directors, consisting solely of two or more directors who at the
time of the vote are not named defendants or respondents in the
proceeding, or (3) by special legal counsel selected by the board
of directors or a committee of the board by vote as set forth in
subsections (1) or (2) of this Section C, or, if such a quorum
cannot be obtained and such a committee cannot be established, by
a majority vote of all directors, or (4) by the shareholders in a
vote that excludes the shares held by directors who are named
defendants or respondents in the proceeding.
The termination of a proceeding by judgment, order,
settlement, or conviction, or on a plea of nolo contendere or its
equivalent is not of itself determinative that the persons did
not meet the requirements set forth in Section A above. A person
shall be deemed to have been found liable in respect of any
claim, issue or matter only after the person shall have been so
adjudged by a court of competent jurisdiction after exhaustion of
all appeals therefrom,
The provisions of Section A are intended to make mandatory
the indemnification permitted therein and, together with Article
IX of the Restated Articles of Incorporation, shall constitute
authorization of indemnification in the manner required
Determinations as to reasonableness of expenses under Section A
shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination
that indemnification is permissible is made by special legal
counsel, determination as to reasonableness of expenses shall be
made in the manner specified in subsection (3) of the first
paragraph of this Section C for the selection of special legal
counsel. Determinations as to the reasonableness of expenses
under Sections B and F shall be made in any manner which may be
used to determine if indemnification is permissible under Section
A.
Action taken or omitted by a person with respect to an
employee benefit plan in the performance of his or her duties for
a purpose reasonably believed by him or her to be in the interest
of the participants and beneficiaries of the plan is deemed to be
for a purpose which is not opposed to the best interests of the
Corporation
D. Notwithstanding the provisions of Section A, except to
the extent permitted by the next sentence, a person shall not be
indemnified by the Corporation in respect of a proceeding in
which the person is found liable on the basis that personal
benefit was improperly received by the person, whether or not the
benefit resulted from an action taken in the person's official
capacity, or in which the person is found liable to the
Corporation. If a person is found liable to the Corporation or is
found liable on the basis that personal benefit was improperly
received by the person, the indemnification (i) is limited to
reasonable expenses actually incurred by the person in connection
with the proceeding and (ii) shall not be made in respect of any
proceeding in which the person shall have been found liable for
willful or intentional misconduct in the performance of his duty
to the Corporation.
E. Reasonable expenses incurred by a director, officer, or
employee, or such a nominee or designee or person serving in
capacities described above at the request of the Corporation who
was, is, or is threatened to b~ made a named defendant or
respondent in a proceeding, may be paid or reimbursed by the
Corporation in advance of the final disposition of the proceeding
and without any of the determinations specified in Section C
after (1) the Corporation receives a written affirmation by the
person of his or her good faith belief that he or she has met the
standard of conduct that is necessary for indemnification under
this Article XXXIII and a written undertaking by or on behalf of
the person to repay the amount paid or reimbursed if it is
ultimately determined that he or she has not met those
requirements. The written undertaking required by this Section E
must be an unlimited general obligation of the person but need
not be secured, and may be accepted without reference to
financial ability to make repayment.
F. Notwithstanding any other provision of this Article
XXXIII, the Corporation shall pay or reimburse reasonable
expenses incurred by a director, officer, or employee, or such a
nominee or designee in person who, at the request of the
Corporation, is serving in capacities described above in
connection with his appearance as a witness or other
participation in a proceeding at a time when he is not a named
defendant or respondent in the proceeding.
G. The indemnification provided by this Article XXXIII shall
not be deemed to limit the powers of the Corporation to indemnify
or to advance expenses to any person who is or was a director,
officer, employee, agent, nominee, or designee of the Corporation
conferred on the Corporation by the Texas Business Corporation
Act (as now in effect or as same may be amended) or other
applicable law and shall not be deemed exclusive of any rights to
which those indemnified may be entitled under any agreement,
contract, insurance, arrangement, vote of shareholders or
disinterested directors, statute, court order, or otherwise, both
as to action in his or her official capacity and as to action in
another capacity while holding such office (including but not
limited to service as plan fiduciary), and shall continue as to a
person who has ceased to be a director, officer, employee, agent,
nominee, or designee or person serving in a named capacity at the
request of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such person. This Article
XXXIII is intended to be consistent with the powers granted by
the Texas Business Corporation Act, as heretofore and hereafter
amended, and terms used herein shall be defiled and the
provisions of this Article XXXIII shall be interpreted and
applied consistently with such law. The provisions of this
Article XXXIII shall be deemed several, and if and to the extent
any provision of this Article XXXIII is determined not to be
consistent with the provisions of such Act, as heretofore and
hereafter amended, then the other provisions to the extent
consistent shall remain valid and in full force and effect.
H. The Corporation may purchase and maintain insurance or
another arrangement on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or who
is or was serving at the request of the Corporation as a
director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another domestic or
foreign corporation, partnership, joint venture, sole
proprietorship, trust, or other enterprise, or employee benefit
plan against any liability asserted against him or her and
incurred by him or her in such capacity or arising out of his or
her status as such a person, whether or not the Corporation would
have the power to indemnify him or her against that liability
under the provisions of the Restated Articles of Incorporation as
amended, this Article XXXIII, the Texas Business Corporation Act,
as heretofore and hereafter amended, or otherwise. Nothing in
this Article XXXIII is intended to authorize a double payment to
a person entitled to indemnification or reimbursement by the
Corporation pursuant to this Article XXXIII of an amount actually
paid to such person or expended for such person's benefit under
any such insurance or other arrangement. If the insurance or
other arrangement is with a person or entity that is not
regularly engaged in the business of providing insurance
coverage, the insurance or arrangement may provide for payment of
a liability with respect to which the Corporation would not have
the power to indemnify the person only if including coverage for
the additional liability has been approved by the shareholders of
the Corporation. Without limiting the power of the Corporation to
procure or maintain any kind of insurance or other arrangement
the Corporation may, for the benefit of persons indemnified by
the Corporation, (1) create a trust fund; (2) establish any form
of self-insurance; (3) secure its indemnity obligation by grant
of a security interest or other lien on the assets of the
Corporation; or (4) establish a letter of credit, guaranty, or
surely arrangement. The insurance or other arrangement may be
procured, maintained, or established within the Corporation or
with any insurer or other person deemed appropriate by the board
of directors regardless of whether all or part of the stock or
other securities of the insurer or other person are owned in
whole or part by the Corporation In the absence of fraud, the
judgment of the board of directors as to the terms and conditions
of the insurance or other arrangement and the identity of the
insurer or other person participating in an arrangement shall be
conclusive and the insurance or arrangement shall not be voidable
and shall not subject the directors approving the insurance or
arrangement to liability, on any ground, regardless of whether
directors participating in the approval are beneficiaries of the
insurance or arrangement.
I. Any indemnification of or advance of expenses to any
person in accordance with this Article XXXIII or otherwise shall
be reported in writing to the shareholders with or before the
notice or waiver of notice of the next shareholders' meeting or
with or before the next submission to shareholders of a consent
to action without a meeting, and, in any case, within the twelve
(12) month period immediately following the date of the
indemnification or advance. Failure to make or delay in making
any such report shall not affect the Corporation's obligation to
make any such indemnification or advance
J. The indemnification provided hereunder to any person who
is or was serving as an employee benefit plan fiduciary shall not
operate to relieve any such person who acts as a plan fiduciary
from any responsibility or liability under applicable laws, and
the indemnification provided hereunder to a plan fiduciary is
limited to satisfaction of liabilities incurred by such person as
a plan fiduciary, subject to the terms and conditions stated in
this Article XXXIII. For purposes of this Article XXXIII, the
Corporation shall be deemed to have requested a director or
officer to serve an employee benefit plan whenever the
performance by him or her of his or her duties to the Corporation
also imposes duties on or otherwise involves services by him or
her to the plan or participants or beneficiaries of the plan.
Excise taxes assessed on a director or officer with respect to
an employee benefit plan pursuant to applicable law shall be
deemed fines.
K. These indemnities shall apply with respect to acts,
omissions, and occurrences before or after September 3, 1987;
provided that (i) if the indemnities in effect prior to such date
should operate in any respect to provide greater indemnification
for the person affected or (ii) if it should be determined that
these indemnities may not lawfully be applied retroactively from
date of adoption, then the indemnities in effect prior to such
date shall continue to apply and shall be effective and
enforceable with respect thereto.
Unanimous Action of Shareholder
of
Gulf States Utilities Company
The undersigned, Entergy Corporation, acting by and through
its Chairman of the Board of Directors and Chief Executive
Officer, Edwin Lupberger, being the owner of all of the
outstanding stock of Gulf States Utilities Company, does hereby
waive notice of time and place of a special meeting of Gulf
States Utilities Company Shareholders, and pursuant to authority
in Article 9.10A of the Texas Business Corporation Act, does
hereby take the following action without a meeting and consents
to such action by its execution of this consent, intending It to
have the same force and effect as a unanimous vote at a meeting.
RESOLVED, that Article II and Article III of the Bylaws of
the Company are amended to read as follows:
ARTICLE II.
Shareholders' Meetings.
All meetings of the Shareholders shall be held at a place
and time to be set either by the Shareholders or by the Board of
Directors. With or without motion, the Chairman of any meeting of
the Shareholders may appoint Inspectors and Tellers for such
meeting who shall examine into the qualifications of the
Shareholders present in person or represented at the meeting by
proxy, report the shares represented at the meeting and tabulate
the vote on such matters as may come before the meeting.
ARTICLE III.
Annual Meeting.
The Annual Meeting of the Shareholders of this Corporation
shall be held on a date selected either by the Shareholders or by
the Board of Directors.
RESOLVED, that the first paragraph of Article IX of the
Bylaws of the Company is amended to read as follows:
"The Shareholders or the Board of Directors shall have the
power from time to time to fix the number of directors of the
Company, provided that the number so fixed shall not be less than
three (3) or more than fifteen (1 5).u
RESOLVED, that the number of directors of Gulf States
Utilities Company is fixed at six (6) and the following directors
are hereby elected to serve until the next annual meeting and/or
until their successors are duly elected and qualified:
Michael B. Bemis
Frank F. Gallaher
Donald C. Hintz
Jerry D. Jackson
Edwin Lupberger
Jerry L. Maulden
EXECUTED AND CONSENTED to this 5th day of May, 1994.
ENTERGY CORPORATION
By
Edwin Lupberger
Chairman of the Board and
Chief Executive Officer
Exhibit 3(f)
BY-LAWS
OF
MISSISSIPPI POWER & LIGHT COMPANY
AS OF DECEMBER 10, 1993
SECTION 1 - The Annual Meeting of the Stockholders of the
Corporation for the election of Directors and such other
business as shall property come before such meeting shall be
held at the office of the Corporation in the City of Jackson,
Mississippi, on the fourth Thursday in May in each year, at
ten o'clock in the morning, unless such day is a legal
holiday in the State of Mississippi, in which case such
meeting shall be held oo the first day thereafter which is
not a legal holiday, or at such other place within or without
the State of Mississippi and at such other time as the Board
of Directors may by resolution designate.
SECTION 2 - Special Meetings of the Stockholders may be held
at the principal office of the Corporation in the City of
Jackson, Mississippi, or at such other place or places as the
Board of Directors may from time to time determine.
SECTION 3 - Special Meetings of the Stockholders of the
Corporation may be held upon the order of the Chairman of the
Board, the Board of Directors, the Executive Committee, or of
Stockholders of record holding one-tenth of the outstanding
stock entitled to vote at such meetings.
SECTION 4 - Notice of every meeting of Stockholders shall be
given in the manner provided by law to each Stockholder
entitled thereto unless waived by such Stockholder.
SECTION 5 - The holders of a majority of the outstanding
stock of the Corporation entitled to vote upon any matter to
be acted upon present in person or by proxy shall constitute
a quorum for the transaction of business at any meeting of
Stockholders but less than a quorum shall have power to
adjourn.
SECTION 6 - Certificates of stock shall be signed by the
President or a Vice President and the Secretary or an
Assistant Secretary, but where any such certificate is signed
by a Transfer Agent and by a Registrar, the signature of any
such officer or officers and the seal of the Company upon
such certificates may be facsimile, engraved or printed.
SECTION 7 - The stock of the Corporation shall be
transferable or assignable only on the books of the
Corporation by the holders in person or by attorney on the
surrender of the certificates therefor duly endorsed for
transfer.
SECTION 8 - The Board of Directors of the Corporation shall
consist of fifteen members. Each director shall hold office
until the next annual Meeting of Stockholders of the
Corporation and until his successor shall have been elected
and qualified. Directors need not be residents of the State
of Mississippi.
Meetings of the Board of Directors may be held within or
without the State of Mississippi, at the time fixed by
Resolution of the Board or upon the order of the Chairman of
the Board, the President, a Vice President, or any two
Directors. The Secretary or any other Officer performing his
duties shall give at least two days' notice of all meetings
of the Board of Directors in the manner provided by law,
provided however, a director may waive such notice in the
manner provided by law.
SECTION 9 - All Officers of the Corporation shall hold their
offices until their respective successors are chosen and
qualify, but any Officer may be removed from office at any
time by the Board of Directors.
SECTION 10 - The Officers of the Corporation shall have such
duties as usually pertain to their offices, except as
modified by the Board of Directors or the Executive
Committee, and shall also have such powers and duties as may
from time to time be conferred upon them by the Board of
Directors or the Executive Committee.
The Chairman of the Board shall be the Chief Executive
Officer of the Company, unless such title shall be otherwise
conferred by the Board, and the Chief Executive Officer shall
have supervision of the general management and control of its
business and affairs, subject, however, to the orders and
directions of the Board of Directors and of the Executive
Committee.
The Chairman of the Board shall preside at all meetings of
the Stockholders, Directors, and Executive Committees.
SECTION 11 - EXECUTIVE COMMITTEE - The Board of Directors may
elect, each year after their election, an Executive Committee
to be comprised of not less than three directors, the
Chairman of which shall be the Chairman and CEO of the
Company. The Vice Chairman and Chief Operating Officer of
the Company shall also be a member and the balance of the
membership shall be comprised of non-employee (outside)
directors. The Committee, when the Board is not in session,
shall have and exercise all of the power of the Board in the
management of the business and affairs of the Company within
limits set forth in the Executive Committee Charter.
SECTION 12 - OTHER COMMITTEES - From time to time the Board
of Directors, by the affirmative vote of a majority of the
whole Board may appoint other committees for any purpose or
purposes, and such committees shall have such powers as shall
be conferred by the Resolution of appointment.
SECTION 13 - INDEMNIFICATION
13.1 Definitions - In this bv-law:
(1) "Director mean an individual who is or was a
director of the Corporation or, unless the context
requires otherwise, an individual who, while a
director of the Corporation, is or was serving at
the Corporation's request as a director, officer,
partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, including charitable, non-profit or
civic organizations. A director is considered to
be serving an employee benefit plan at the
Corporation's request if his duties to the
Corporation also impose duties on, or otherwise
involve services by, him to the plan or to
participants in or beneficiaries of the plan.
"Director" includes unless the context requires
otherwise, the estate of personal representative of
a director.
(2) "Employee" means an individual who is or was an
employee of the Corporation, or, unless the context
requires otherwise, an individual who, while an
employee of the Corporation, is or was serving at
the Corporation's request as a director, officer,
partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, including charitable, non-profit or
civic organizations. An employee is considered to
be serving an employee benefit plan at the
Corporation's request if his duties to the
Corporation also impose duties on, or otherwise
involve services by, him to the plan or to
participants in or beneficiaries of the plan.
"Employee" includes, unless the context requires
otherwise, the estate or personal representative of
an employee.
(3) "Expenses" include counsel fees.
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine, or reasonable expenses
incurred with respect to a proceeding. Without any
limitation whatsoever upon the generality thereof,
the term "fine" as used in this Section shall
include (1) any penalty imposed by the Nuclear
Regulatory Commission (the "NRC"), including
penalties pursuant to NRC regulations, 10 CFR Part
21, (2) penalties or assessments (including any
excise tax assessment) with respect to any employee
benefit plan pursuant to the Employee Retirement
Income Security Act of 1974, as amended, or
otherwise, and (3) penalties pursuant to any
Federal, state or local environmental laws or
regulations.
(5) "Officer" means an individual who is or was an
officer of the Corporation, or, unless the context
requires otherwise, an individual who, while an
officer of the Corporation, is or was serving at
the Corporation's request as a director, officer,
partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other
enterprise, including charitable, non-profit or
civic organizations. An officer is considered to
be serving an employee benefit plan at the
Corporation's request if his duties to the
Corporation also impose duties on, or otherwise
involve services by, him to the plan or to
participants in or beneficiaries of the plan.
"Officer" includes, unless the context requires
otherwise, the estate or personal representative of
an officer.
(6) "Official capacity" means: (i) when usedwith
respect to a director, the office of director in
the Corporation; and (ii) when used with respect to
an individual other than a director as contemplated
in Section 13.7, the office in the Corporation held
by the officer or the employment undertaken by the
employee on behalf of the Corporation. "Official
capacity" does not include service for any other
foreign or domestic corporation or any partnership,
joint venture, trust, employee benefit plan or
other enterprise, including charitable, non-profit
or civic organizations.
(7) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or
respondent in a proceeding.
(8) "Proceeding" means any threatened, pending, or
completed action suit or proceeding, whether civil,
criminal, administrative or investigative and
whether formal or informal.
13.2 Authority to Indemnify
(a) Except as provided in subsection (d), the Corporation
shall indemnify an individual made a party to a
proceeding because he is or was a director aqainst
liability incurred in the proceeding if:
(1) He conducted himself in good faith; and
(2) He reasonably believed:
(i) In the case of conduct in his official capacity
with the Corporation, that his conduct was in
its best interests; and
(ii) In all other cases, that his conduct was at
least not opposed to its best interests, and
(3) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful
(b) A director's conduct with respect to an employee benefit
plan for a purpose he reasonably believed to be in the
interest of the participants in and beneficiaries of the
plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere
or its equivalent is not, of itself, determinative that
the director did not meet the standard of conduct
described in this section.
(d) The corporation shall not indemnify a director under
this section:
(1) In connection with a proceeding by or in the right
of the Corporation in which the director was
adjudged liable to the Corporation; or
(2) In connection with any other proceeding charging
improper personal benefit to him, whether or not
involving action in his official capacity, in which
he was adjudged liable on the basis that personal
benefit was improperly received by him.
(e) Indemnification permitted under this section in
connection with a proceeding by or in the right of the
Corporation is limited to reasonable expenses incurred
in connection with the proceeding.
(f) The Corporation shall have power to make any further
indemnity, including advance of expenses, to and to
enter contracts of indemnity with any director that may
be authorized by the articles of incorporation or any
bylaw made by the shareholders or any resolution
adopted, before or after the event, by the shareholders,
except an indemnity against his gross negligence or
willful misconduct. Unless the articles of
incorporation, or any such bylaw or resolution provide
otherwise, any determination as to any further indemnity
shall be made in accordance with subsection (b) of
Section 13.6. Each such indemnity may continue as to a
person who has ceased to have the capacity referred to
above and may inure to the benefit of the heirs,
executors and administrators of such person.
13.3 Mandatorv Indemnification
The Corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a
director of the Corporation against reasonable expenses
incurred by him in connection with the proceeding.
13.4 Advance for Expenses
(a) The Corporation shall pay for or reimburse thereasonable
expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the
proceeding if:
(1) The director furnishes the Corporation a written
affirmation of his good faith belief that he has met
the standard of conduct described in Section 13.2;
(2) The director furnishes the Corporation a written
undertaking, executed personally or on his behalf,
to repay the advance if it is ultimately determined
that he did not meet the standard of conduct; and
(3) A determination is made that the facts then known to
those making the determination would not preclude
indemnification under these By-Laws.
(b) The undertaking required by subsection (a)(2) must be an
unlimited general obligation of the director but need
not be secured and may be accepted without reference to
financial ability to make repayment.
(c) Determinations and authorizations of payments under this
section shall be made in the manner specified in Section
13.6.
13.5 Court-Ordered Indemnification
A director of the Corporation who is a party to a proceeding
may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction as
provided by law
13.6 Determination and Authorization of Indemnification
(a) The Corporation may not indemnify a director under
Section 13.2 unless authorized in the specific case
after a determination has been made that indemnification
of the director is permissible in the circumstances
because he has met the standard of conduct set forth in
Section 13.2
(b) The determination shalI be made:
(1) By the Board of Directors by majority vote of a
quorum consisting of directors not at the time
parties to the proceeding;
(2) If a quorum cannot be obtained under subsection (b)
(1), by majority vote of a committee duly designated
by the Board of Directors (in which designation
directors who are parties may participate),
consisting solely of two (2) or more directors not
at the time parties to the proceeding;
(3) By special legal counsel:
(i) Selected by the Board of Directors or ts
committee in the manner prescribed in
subsection (b) (1) or (b) (2); or
(ii) If a quorum of the Board of Directors cannot be
obtained under subsection (b) (1) and a
committee cannot be designated under subsection
(b) (2), selected by a majority vote of the
full Board of Directors (in which selection
directors who are parties may participate); or
(4) By the shareholders, but shares owned by or voted
under the control of directors who are at the time
parties to the proceeding may not be voted on the
determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same
manner as the determination that indemnification is
permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and
evaluation as to reasonableness of expenses shall be
made by those entitled under subsection (b) (3) to
select counsel.
13.7 Indemnification of Officers, Employees and Agents
(1) An officer of the Corporation who is not a director is
entitled to mandatory indemnification under Section
13.3, and is entitled to apply for court-ordered
indemnification under Section 13.5, in each case to the
same extent as a director; and
(2) The Corporation shall indemnify and advance expenses
under these By-Laws to an officer or employee of the
Corporation who is not a director to the same extent as
to a director as provided under Sections 13.2, 13.4 and
13.6.
13.8 Insurance
If authorized by the Board of Directors, the Board of
Directors of Middle South Utilities. Inc. and/or otherwise
property authorized, the Corporation shall purchase and
maintain insurance on behalf of an individual who is or was a
director, office, or employee of the Corporation against
liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer or
employee, whether or not the Corporation would have power to
indemnify him against the same liability under Sections 13.2
or 13.3. If further authorized as provided in this
subsection, the Corporation shall purchase and maintain such
insurance on behalf of an individual who is or was a
director, officer or employee who, while a director, officer
or employee of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, including charitable,
non-profit or civic organizations, whether or not the
Corporation would have power to indemnify him against the
same liability under Sections 13.2 or 13.3.
13.9 Application of By-Law
(a) This By-Law does not limit the Corporations power to pay
or reimburse expenses incurred by a director, officer or
employee in connection with his appearance as a witness
in a proceeding at a time when he has not been made a
named defendant or respondent to the proceeding.
(b) The foregoing rights shall not be exclusive of other
rights to which any director, officer or employee may
otherwise be entitled.
(c) The foregoing shall not limit any right or power of the
Corporation to provide indemnification as allowed by
statute or otherwise.
13.10 Rights Deemed Contract Rights
All rights to indemnification and to advancement of expenses
under these By-Laws shall be deemed to be provided by a
contract between the Corporation and the director, officer or
employee who serves in such capacity at any time while these
By-Laws are in effect. Any repeal or modification of this
By-Law shall not affect any rights or obligations then
existing.
SECTION 14 - The Board of Directors may alter or amend these
by-laws at any meeting duly held as herein provided.
<PAGE>
Mississippi Power & Light Company
Action of Stockholders
Pursuant to Section 79-4-7.04 and Section79-4-10.20 of the
Mississippi Code of 1972, the undersigned Entergy Corporation,
being the owner of all issued and outstanding shares of the
common stock of Mississippi Power & Light Company, hereby adopts
the following resolutions as the action of stockholders:
RESOLVED, That the first sentence of Section 8 of the
bylaws of Mississippi Power & Light Company is amended
to read as follows:
"SECTION 8 - Notwithstanding any other provision
in these bylaws of the Corporation to the
contrary, the stockholders or the Board of
Directors shall have the power from time to time
to fix the number of directors of the Company,
provided that the number so fixed shall not be
less than three (3) or more than fifteen (15)."
RESOLVED, That the first sentence of Section 11 of the
bylaws of Mississippi Power & Light Company is amended
to read as follows:
"SECTION 11 - EXECUTIVE COMMITTEE - The Board of
Directors may elect an Executive Committee to consist
of at least two members of the Board of
Directors."
RESOLVED, That the number of members of the Board of
Directors of the Corporation is fixed at six (6) and
the following persons are elected as Directors of
Mississippi Power & Light Company to hold office for
the ensuing year and until their successors shall have
been elected and qualified:
Michael B. Bemis
Donald C. Hintz
Jerry D. Jackson
Edwin A. Lupberger
Jerry L. Maulden
Donald E. Meiners
All requirements of notice of this meeting are hereby waived and,
where permissible, the actions taken herein shall be effective as
of May 5, 1994.
Date: May 25, 1994
ENTERGY CORPORATION
/s/ Edwin A. Lupberger
Edwin A. Lupberger
Chairman of the Board and Chief
Executive Officer
Exhibit 3(g)
BY LAWS
OF
NEW ORLEANS PUBLIC SERVICE INC.
INCLUDING ALL AMENDMENTS
THROUGH JULY 24, 1989
<PAGE>
*Section 1. The annual meeting of the stockholders of the
Corporation for the election of directors and such other business
as shall properly come before such meeting shall be held in May
of each year on a date and at a time and place to be fixed by the
Board of Directors of the Company at least thirty (30) days
before the date of such meeting so fixed.
*Section 2. Special meetings of the stockholders of the
Corporation may be held upon the call of the President, the Board
of Directors or of the stockholders holding one-fifth of the
outstanding Common Stock, at the office of the Company in the
State of Louisiana. Such call shall state the purpose, place and
time of the meeting.
*Section 3. Notice of the time, place and purpose of every
meeting of stockholders shall be mailed by the Secretary or the
officer performing his duties, at least fifteen (15) days before
the meeting, to each stockholder entitled to vote in accordance
with Section 5 hereof, at his last known post office address,
provided, however, that if the stockholder be present at a
meeting, or in writing waive notice thereof before or after the
meeting, notice of the meeting to such stockholder is
unnecessary.
Section 4. The holders of forty per centum (40%) of the
stock of the Corporation entitled to vote, present in person or
by proxy, shall constitute a quorum, but less than a quorum shall
have power to adjourn.
*Section 5. At all meetings of stockholders each common
stockholder shall be entitled to one vote for each share of stock
held by him and may vote and otherwise act in person or by proxy,
but no proxy shall be voted more than eleven (11) months after
its date.
Section 6. At least two (2) days before each election by
the stockholders a full list of stockholders entitled to vote at
the election, arranged in alphabetical order with the residence
of each and the number of shares held by each, shall be prepared
by the Secretary or officer designated by the Board of Directors
and filed in the principal office of the Corporation, which shall
at all times during the usual hours of business, for said two (2)
days and during the election, be open to the examination of any
stockholder.
*Section 7. Certificates of stock shall be of such form and
device as the Board of Directors may elect, and shall be signed
by, or bear the facsimile signatures of, the President or Vice-
President, and either the Secretary or Assistant Secretary, or
the Treasurer or Assistant Treasurer.
Section 8. The stock of the Corporation shall be
transferable or assignable on the books of the Corporation by the
holders in person or by attorney on the surrender of the
certificates therefor. The Board of Directors may appoint one or
more transfer agents and registrars of the stock. The books for
the transfer of the stock may be closed for such periods before
and during the payment of dividends and the holdings of meetings
of stockholders, not to exceed thirty (30) days at any one time,
as the Board of Directors may from time to time determine; and
the Corporation shall make no transfer of stock on its books
during such period.
*Section 9. The affairs of the Corporation shall be managed
by a Board consisting of not less than seven (7) nor more than
fifteen (15) directors, as determined by the stockholders, who
shall be elected annually by the stockholders by ballot, to hold
office until their successors are elected and qualified. The
stockholders at any meeting, by a majority vote of all the
outstanding Common Stock, may remove any director and fill the
vacancy. Vacancies in the Board of Directors or in the offices,
except vacancies in the Board of Directors caused by an increase
in the number of directors, may be filled by the Board at any
meeting. Vacancies in the Board of Directors arising from an
increase in the number of directors shall be filled at the annual
meeting or at a special meeting of stockholders called for that
purpose. The Board of Directors shall have power and authority
to authorize the payment of compensation to the directors for
services to the Corporation, including fees for attendance at
meetings of the Board of Directors, of the Executive Committee
and all other committees, and to determine the amount of such
compensation or fees.
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any action, suit or
proceeding whether civil, criminal, administrative or
investigative (including any action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a director, officer
or employee of another business, foreign or nonprofit
Corporation, partnership, joint venture or other enterprise,
against expenses (including attorneys' fees), judgments, fines
settlements, and any other penalty regardless of statutory
characterization, actually and reasonably incurred by such person
in connection with such suit or proceeding if such person acted
in good faith, not contrary to Corporation instructions or rules,
in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and with
respect to any criminal action or proceeding, had no reasonable
cause to believe the conduct was unlawful; provided that in case
of actions by or in the right of the Corporation, the indemnity
shall be limited to expenses (including attorneys' fees and
amounts paid in settlement not exceeding, in the judgment of the
Board of Directors, the estimated expense of litigating the
action to conclusion) actually and reasonably incurred in
connection with the defense or settlement of such action; and
provided, further, that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation
unless and only to the extent that the court and the Board of
Directors by a majority vote of a quorum of disinterested
directors shall determine, upon application, that despite the
adjudication of liability, but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court and the Board of
Directors by a majority vote of a quorum of disinterested
directors shall deem proper.
Any indemnification under this Section shall be made by the
Corporation only as authorized in a specific case upon a
determination that the applicable standards of conduct set out
above have been met. Such determination can be made (1) by the
Board of Directors by a majority vote of a quorum of
disinterested directors, or (2) if such a quorum is not
obtainable or a quorum of disinterested directors so directs, by
independent legal counsel. The body or person making the
determination may waive the requirement concerning conformity to
Corporation instructions or rules. The other standards may not
be waived. However, any act or omission undertaken in good faith
in response to an order or other enforcement mechanism of a
federal, state or local authority, shall be construed to be in
the best interest of the Corporation in conformity to corporate
instructions and rules. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that the conduct was unlawful.
Expenses incurred in defending such an action, suit or
proceeding, may be paid by the Corporation in advance of the
final disposition thereof if authorized by the Board of Directors
in the manner provided immediately above, upon receipt of an
undertaking by or on behalf of the director, officer or employee
to repay such amount, unless it shall ultimately be determined
that such person is entitled to be indemnified by the Corporation
as authorized in this Section.
The indemnification provided above shall not be deemed
exclusive of any other rights to which the person indemnified may
be entitled under any by-law, agreement, authorization of
shareholders or disinterested directors, or otherwise, and shall
continue as to a person who has ceased to be a director, officer
or employee, and shall inure to the benefit of such person's
legal representatives.
*Section 10. Meetings of the Board of Directors shall be
held at the time fixed by resolution of the Board or upon call of
the President or a Vice-President or any two directors. Meetings
of the Board of Directors may be held by means of telephone
conference calls, in which connection (a) the directors may
participate in and hold such a meeting by means of conference
telephone or similar communications equipment provided that all
persons participating in the meeting can hear and communicate
with each other, and (b) participation in such a meeting shall
constitute presence in person at such meeting except where such
participation is for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not
lawfully called or convened. The Secretary or officer performing
his duties shall give reasonable notice (which need not exceed
two (2) days) of all meetings of directors, provided that a
meeting may be held without notice immediately after the annual
election, and notice need not be given of regular meetings held
at times fixed by resolutions of the Board. Meetings may be held
at any time without notice if all directors are present or if
those not present waive notice either before or after the
meeting. Notice by mailing or telegraph to the usual business or
residence address of the director shall be sufficient. Five (5)
members of the Board shall constitute a quorum.
*Section 11. The Board of Directors, as soon as may be
after the election of directors in each year, may appoint from
their number a Chairman of the Board and shall appoint from their
number a President, and shall also appoint one or more Vice-
Presidents, a Secretary and a Treasurer, and shall from time to
time appoint such other officers as they may deem proper.
Section 12. The term of office of all officers shall be
until the next election of directors and until their respective
successors are chosen and qualified, but any officer may be
removed from office at any time by the Board of Directors.
Section 13. The officers of the Corporation shall have such
duties as usually pertain to their offices, except as modified by
the Board of Directors,
and shall have such powers and duties as may from time to time be
conferred upon them by the Board of Directors.
Section 14. The Board of Directors, as soon as may be after
the election in each year, may, by a resolution passed by a
majority of the whole Board, appoint an Executive Committee, to
consist of such number of the directors, not less than three (3),
as the Board may from time to time determine, which shall have
and may exercise during the intervals between the meetings of the
Board all the powers vested in the Board except (a) the power to
fill vacancies in the Board (b) the power to change the
membership of or fill vacancies in said Committee and (c) the
power to change the By-Laws. The Board shall have the power at
any time to change the membership of such Committee and to fill
vacancies in it. The Executive Committee may make rules for the
conduct of its business and may appoint such committees and
assistants as it may deem necessary. A majority of the members of
said Committee shall constitute a quorum. The Board shall
designate the Chairman of the Executive Committee.
Section 15. The Board of Directors is authorized to select
such depositaries as they shall deem proper for the funds of the
Corporation. All checks and drafts against such deposited funds
shall be signed and countersigned by officers or persons to be
specified by the Board of Directors or the Executive Committee.
Section 16. The corporate seal of the Corporation shall be
in such form as the Board of Directors shall prescribe.
Section 17. Either the Board of Directors or the
stockholders may alter or amend these By-Laws at any meeting duly
held as above provided, the notice of which includes notice of
the proposed amendment.
<PAGE>
CERTIFICATE
I, the undersigned Assistant Secretary of New Orleans Public
Service Inc., do hereby certify that the above and foregoing is a
true and correct copy of the said Corporation's By-Laws after
giving effect to all amendments made through the date of this
Certificate.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Corporation on this 24th day of July, 1989.
/s/ N. J. Briley
Assistant Secretary
*As amended:
Section 1, January 21, 1929, April 12, 1944, and May 16, 1962,
and January 23, 1984.
Section 2, June 21, 1937.
Section 3, June 21, 1937.
Section 5, June 21, 1937.
Section 7, May 21, 1923, and June 24, 1936.
Section 9, December 16, 1935, January 25, 1954, May 20, 1959,
May 28, 1962, September 19, 1980, and July 24, 1989.
Section 10, November 25, 1935 and October 26, 1981.
Section 11, June 19, 1933.
<PAGE>
Consent of Stockholder
of
New Orleans Public Service Inc.
This Consent is executed, pursuant to the provisions of Louisiana
Law, and particularly, but not by way of limitation, Section 76
of Title 12 of the Louisiana Revised Statutes of 1950, as
amended, by Entergy Corporation, the holder of all the issued and
outstanding common stock of New Orleans Public Service Inc., in
lieu of an annual meeting of stockholders.
Pursuant to authority granted under the provisions of the
statutes of the State of Louisiana, the first paragraph of
Article SIXTH of the Restatement of Articles of Incorporation, as
amended, of New Orleans Public Service Inc. is amended to read as
follows:
"SIXTH: The corporate power of this Corporation shall
be vested in, and exercised by, a Board of Directors to
be composed of not less than three (3) nor more than
fifteen (15) persons, to be elected annually at a
meeting of stockholders to be held on any date selected
by the stockholders. The number of persons, within the
foregoing limits, to compose the Board of Directors at
any given time, shall be fixed either by the
stockholders or by the Board of Directors. A majority
of the Board of Directors shall constitute a quorum for
the transaction of business unless the By-Laws of this
Corporation, adopted by the Board of Directors, shall
provide for a lesser number."
Pursuant to authority granted under the provisions of the
statutes of the State of Louisiana and by Section 17 of the By-
laws of New Orleans Public Service Inc., the first paragraph of
Section 9 of the By-laws of New Orleans Public Service Inc. is
amended to read as follows:
"*Section 9. The affairs of the Corporation shall be
managed by a Board consisting of not less than three
(3) nor more than fifteen (15) directors, who shall be
elected annually by the stockholders by ballot, to hold
office until their successors are elected and
qualified. The number of persons, within the foregoing
limits, to compose the Board of Directors at any given
time shall be fixed by either the stockholders or by
the Board of Directors. The stockholders at any
meeting, by a majority vote of all the outstanding
Common Stock, may remove any director and fill the
vacancy. Vacancies in the Board of Directors or in the
offices, except vacancies in the Board of Directors
caused by an increase in the number of directors, may
be filled by the Board at any meeting. Vacancies in
the Board of Directors arising from an increase in the
number of directors shall be filled at the annual
meeting or at a special meeting of stockholders called
for that purpose. The Board of Directors shall have
power and authority to authorize the payment of
compensation to the directors for services to the
Corporation, including fees for attendance at meetings
of the Board of Directors, of the Executive Committee
and all other committees, and to determine the amount
of such compensation or fees."
Pursuant to the authority granted by Article SIXTH of the
Restatement of Articles of Incorporation as amended, of New
Orleans Public Service Inc., the number of directors of New
Orleans Public Service Inc. is fixed at four (4) and the
following four (4) individuals are hereby nominated and elected
to serve as the directors constituting the Board of Directors of
New Orleans Public Service Inc., until their successors shall be
elected and qualified:
John J. Cordaro
Jerry D. Jackson
Edwin Lupberger
Jerry L. Maulden
The corporate acts (including any and all applications to release
property from the lien of the 1944 Mortgage and Deed of Trust to
The Bank of New York and W. T. Cunningham, successor Trustees and
the 1987 Mortgage and Deed of Trust to the Bank of Montreal Trust
Company and Mark F. McLaughlin, successor Trustees) and actions
taken by the Board of Directors and officers of the Company since
the annual meeting of stockholders held on May 24, 1993, be and
they hereby are, ratified and approved.
IN WITNESS WHEREOF, this Consent has been executed on this 5th
day of May, 1994.
ENTERGY CORPORATION
By: /s/ Edwin Lupberger
Chairman of the Board and
Chief Executive Officer
Exhibit 4(a)
ARKANSAS POWER & LIGHT COMPANY
TO
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
(formerly Guaranty Trust Company of New York)
AND
JOHN W. FLAHERTY
(successor to Henry A. Theis, Herbert E. Twyeffort and
Grainger S. Greene)
AND
(as to property, real or personal, situated or being in Missouri)
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
(successor to Marvin A. Mueller)
As Trustees under Arkansas Power & Light Company's Mortgage and
Deed of Trust, dated as of October 1, 1944
____________________________
FIFTY-SECOND SUPPLEMENTAL INDENTURE
Providing among other things for
First Mortgage Bonds, Pollution Control Series C
(Fifty-Eighth Series)
and
First Mortgage Bonds, Pollution Control Series D
(Fifty-Ninth Series)
____________________________
Dated as of June 15, 1994
<PAGE>
FIFTY-SECOND SUPPLEMENTAL INDENTURE
INDENTURE, dated as of June 15, 1994, between ARKANSAS POWER
& LIGHT COMPANY, a corporation of the State of Arkansas, whose
post office address is 425 West Capitol, Little Rock, Arkansas
72201 (hereinafter sometimes called the "Company"), and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK (formerly Guaranty Trust
Company of New York), a corporation of the State of New York,
whose post office address is 60 Wall Street, New York, New York
10260 (hereinafter sometimes called the "Corporate Trustee"), and
JOHN W. FLAHERTY (successor to Henry A. Theis, Herbert E.
Twyeffort and Grainger S. Greene), whose post office address is
805 Harding Street, Westfield, New Jersey 07090 and (as to
property, real or personal, situated or being in Missouri) THE
BOATMEN'S NATIONAL BANK OF ST. LOUIS, a national banking
association existing under the laws of the United States of
America (successor to Marvin A. Mueller), whose post office
address is 510 Locust Street, St. Louis, Missouri 63101, (said
John W. Flaherty being hereinafter sometimes called the "Co-
Trustee", and The Boatmen's National Bank of St. Louis being
hereinafter sometimes called the "Missouri Co-Trustee", and the
Corporate Trustee, the Co-Trustee and the Missouri Co-Trustee
being hereinafter together sometimes called the "Trustees"), as
Trustees under the Mortgage and Deed of Trust, dated as of
October 1, 1944 (hereinafter sometimes called the "Mortgage"),
which Mortgage was executed and delivered by the Company to
secure the payment of bonds issued or to be issued under and in
accordance with the provisions of the Mortgage, reference to
which Mortgage is hereby made, this indenture (hereinafter called
the "Fifty-second Supplemental Indenture") being supplemental
thereto.
WHEREAS, the Mortgage was appropriately filed or recorded in
various official records in the States of Arkansas, Missouri,
Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of July 7, 1949, was
executed by the Company appointing Herbert E. Twyeffort as Co-
Trustee in succession to Henry A. Theis (resigned) under the
Mortgage, and by Herbert E. Twyeffort accepting said appointment,
and said instrument was appropriately filed or recorded in
various official records in the States of Arkansas, Missouri,
Tennessee and Wyoming; and
WHEREAS, an instrument, dated as of March 1, 1960, was
executed by the Company appointing Grainger S. Greene as Co-
Trustee in succession to Herbert E. Twyeffort (resigned) under
the Mortgage, and by Grainger S. Greene accepting said
appointment, and said instrument was appropriately filed or
recorded in various official records in the States of Arkansas,
Missouri, Tennessee and Wyoming; and
WHEREAS, by the Twenty-first Supplemental Indenture
mentioned below, the Company, among other things, appointed John
W. Flaherty as Co-Trustee in succession to Grainger S. Greene
(resigned) under the Mortgage, and John W. Flaherty accepted said
appointment; and
WHEREAS, by the Thirty-third Supplemental Indenture
mentioned below, the Company, among other things, appointed
Marvin A. Mueller as Missouri Co-Trustee, and Marvin A. Mueller
accepted said appointment; and
WHEREAS, by the Thirty-fifth Supplemental Indenture
mentioned below, the Company, among other things, appointed The
Boatmen's National Bank of St. Louis as Missouri Co-Trustee in
succession to Marvin A. Mueller (resigned) under the Mortgage,
and The Boatmen's National Bank of St. Louis accepted said
appointment; and
WHEREAS, by the Mortgage the Company covenanted that it
would execute and deliver such supplemental indenture or
indentures and such further instruments and do such further acts
as might be necessary or proper to carry out more effectually the
purposes of the Mortgage and to make subject to the lien of the
Mortgage any property thereafter acquired and intended to be
subject to the lien thereof; and
WHEREAS, the Company executed and delivered to the Trustees
the following supplemental indentures:
Designation Dated as of
First Supplemental Indenture July 1, 1947
Second Supplemental Indenture August 1, 1948
Third Supplemental Indenture October 1, 1949
Fourth Supplemental Indenture June 1, 1950
Fifth Supplemental Indenture October 1, 1951
Sixth Supplemental Indenture September 1, 1952
Seventh Supplemental Indenture June 1, 1953
Eighth Supplemental Indenture August 1, 1954
Ninth Supplemental Indenture April 1, 1955
Tenth Supplemental Indenture December 1, 1959
Eleventh Supplemental Indenture May 1, 1961
Twelfth Supplemental Indenture February 1, 1963
Thirteenth Supplemental Indenture April 1, 1965
Fourteenth Supplemental Indenture March 1, 1966
Fifteenth Supplemental Indenture March 1, 1967
Sixteenth Supplemental Indenture April 1, 1968
Seventeenth Supplemental Indenture June 1, 1968
Eighteenth Supplemental Indenture December 1, 1969
Nineteenth Supplemental Indenture August 1, 1970
Twentieth Supplemental Indenture March 1, 1971
Twenty-first Supplemental Indenture August 1, 1971
Twenty-second Supplemental Indenture April 1, 1972
Twenty-third Supplemental Indenture December 1, 1972
Twenty-fourth Supplemental Indenture June 1, 1973
Twenty-fifth Supplemental Indenture December 1, 1973
Twenty-sixth Supplemental Indenture June 1, 1974
Twenty-seventh Supplemental Indenture November 1, 1974
Twenty-eighth Supplemental Indenture July 1, 1975
Twenty-ninth Supplemental Indenture December 1, 1977
Thirtieth Supplemental Indenture July 1, 1978
Thirty-first Supplemental Indenture February 1, 1979
Thirty-second Supplemental Indenture December 1, 1980
Thirty-third Supplemental Indenture January 1, 1981
Thirty-fourth Supplemental Indenture August 1, 1981
Thirty-fifth Supplemental Indenture February 1, 1982
Thirty-sixth Supplemental Indenture December 1, 1982
Thirty-seventh Supplemental Indenture February 1, 1983
Thirty-eighth Supplemental Indenture December 1, 1984
Thirty-ninth Supplemental Indenture December 1, 1985
Fortieth Supplemental Indenture July 1, 1986
Forty-first Supplemental Indenture July 1, 1989
Forty-second Supplemental Indenture February 1, 1990
Forty-third Supplemental Indenture October 1, 1990
Forty-fourth Supplemental Indenture November 1, 1990
Forty-fifth Supplemental Indenture January 1, 1991
Forty-sixth Supplemental Indenture August 1, 1992
Forty-seventh Supplemental Indenture November 1, 1992
Forty-eighth Supplemental Indenture June 15, 1993
Forty-ninth Supplemental Indenture August 1, 1993
Fiftieth Supplemental Indenture October 1, 1993
Fifty-first Supplemental Indenture October 1, 1993
which supplemental indentures were appropriately filed or
recorded in various official records in the States of Arkansas,
Missouri, Tennessee and Wyoming; and
WHEREAS, in addition to the property described in the
Mortgage, as heretofore supplemented, the Company has acquired
certain other property, rights and interests in property; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage,
as supplemented, the following series of First Mortgage Bonds:
Principal Principal
Amount Amount
Series Issued Outstanding
3 1/8% Series due 1974 $ 30,000,000 None
2 7/8% Series due 1977 11,000,000 None
3 1/8% Series due 1978 7,500,000 None
2 7/8% Series due 1979 8,700,000 None
2 7/8% Series due 1980 6,000,000 None
3 5/8% Series due 1981 8,000,000 None
3 1/2% Series due 1982 15,000,000 None
4 1/4% Series due 1983 18,000,000 None
3 1/4% Series due 1984 7,500,000 None
3 3/8% Series due 1985 18,000,000 None
5 5/8% Series due 1989 15,000,000 None
4 7/8% Series due 1991 12,000,000 None
4 3/8% Series due 1993 15,000,000 None
4 5/8% Series due 1995 25,000,000 $25,000,000
5 3/4% Series due 1996 25,000,000 25,000,000
5 7/8% Series due 1997 30,000,000 30,000,000
7 3/8% Series due 1998 15,000,000 15,000,000
9 1/4% Series due 1999 25,000,000 None
9 5/8% Series due 2000 25,000,000 None
7 5/8% Series due 2001 30,000,000 None
8% Series due August 1, 2001 30,000,000 None
7 3/4% Series due 2002 35,000,000 None
7 1/2% Series due
December 1, 2002 15,000,000 None
8% Series due 2003 40,000,000 None
8 1/8% Series due
December 1, 2003 40,000,000 None
10 1/2% Series due 2004 40,000,000 None
9 1/4% Series due
November 1, 1981 60,000,000 None
10 1/8% Series due July 1, 2005 40,000,000 None
9 1/8% Series due
December 1, 2007 75,000,000 None
9 7/8% Series due July 1, 2008 75,000,000 None
10 1/4% Series due February 1, 2009 60,000,000 None
16 1/8% Series due December 1, 1986 70,000,000 None
4 1/2% Series due September 1, 1983 1,202,000 None
5 1/2% Series due January 1, 1988 598,310 None
5 5/8% Series due May 1, 1990 1,400,000 None
6 1/4% Series due December 1, 1996 3,560,000 960,000
9 3/4% Series due September 1, 2000 4,600,000 2,000,000
8 3/4% Series due March 1, 1998 9,800,000 4,200,000
17 3/8% Series due August 1, 1988 75,000,000 None
16 1/2% Series due February 1, 1991 80,000,000 None
13 3/8% Series due December 1, 2012 75,000,000 None
13 1/4% Series due February 1, 2013 25,000,000 None
14 1/8% Series due December 1, 2014 100,000,000 None
Pollution Control Series A 128,800,000 128,800,000
10 1/4% Series due July 1, 2016 50,000,000 None
9 3/4% Series due July 1, 2019 75,000,000 75,000,000
10% Series due February 1, 2020 150,000,000 150,000,000
10 3/8% Series due October 1, 2020 175,000,000 23,818,000
Solid Waste Disposal Series A 21,066,667 21,066,667
Solid Waste Disposal Series B 28,440,000 28,440,000
7 1/2% Series due August 1, 2007 100,000,000 100,000,000
7.90% Series due November 1, 2002 25,000,000 25,000,000
8.70% Series due November 1, 2022 25,000,000 25,000,000
Pollution Control Series B 46,875,000 46,875,000
6.65% Series due August 1, 2005 115,000,000 115,000,000
6% Series due October 1, 2003 155,000,000 155,000,000
7% Series due October 1, 2023 175,000,000 175,000,000
which bonds are also hereinafter sometimes called bonds of the
First through Fifty-seventh Series, respectively; and
WHEREAS, Section 8 of the Mortgage provides that the form of
each series of bonds (other than the First Series) issued
thereunder and of the coupons to be attached to coupon bonds of
such series shall be established by Resolution of the Board of
Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the
descriptive title of the bonds and various other terms thereof,
and may also contain such provisions not inconsistent with the
provisions of the Mortgage as the Board of Directors may, in its
discretion, cause to be inserted therein expressing or referring
to the terms and conditions upon which such bonds are to be
issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other
things, that any power, privilege or right expressly or impliedly
reserved to or in any way conferred upon the Company by any
provision of the Mortgage, whether such power, privilege or right
is in any way restricted or is unrestricted, may be in whole or
in part waived or surrendered or subjected to any restriction if
at the time unrestricted or to additional restriction if already
restricted, and the Company may enter into any further covenants,
limitations or restrictions for the benefit of any one or more
series of bonds issued thereunder, or the Company may cure any
ambiguity contained therein or in any supplemental indenture, or
may establish the terms and provisions of any series of bonds
other than said First Series, by an instrument in writing
executed and acknowledged by the Company in such manner as would
be necessary to entitle a conveyance of real estate to record in
all of the states in which any property at the time subject to
the lien of the Mortgage shall be situated; and
WHEREAS, the Company now desires to create two new series of
bonds and (pursuant to the provisions of Section 120 of the
Mortgage) to add to its covenants and agreements contained in the
Mortgage, as heretofore supplemented, certain other covenants and
agreements to be observed by it and to alter and amend in certain
respects the covenants and provisions contained in the Mortgage,
as heretofore supplemented; and
WHEREAS, the execution and delivery by the Company of this
Fifty-second Supplemental Indenture, and the terms of the bonds
of the Fifty-eighth and Fifty-ninth Series, hereinafter referred
to, have been duly authorized by the Board of Directors of the
Company by appropriate Resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That the Company, in consideration of the premises and of One
Dollar to it duly paid by the Trustees at or before the ensealing
and delivery of these presents, the receipt whereof is hereby
acknowledged, and in further evidence of assurance of the estate,
title and rights of the Trustees and in order further to secure
the payment of both the principal of and interest and premium, if
any, on the bonds from time to time issued under the Mortgage,
according to their tenor and effect and the performance of all
the provisions of the Mortgage (including any instruments
supplemental thereto and any modifications made as in the
Mortgage provided) and of said bonds, hereby grants, bargains,
sells, releases, conveys, assigns, transfers, mortgages,
hypothecates, affects, pledges, sets over and confirms (subject,
however, to Excepted Encumbrances as defined in Section 6 of the
Mortgage) unto The Boatmen's National Bank of St. Louis (as to
property, real or personal, situated or being in Missouri) and
John W. Flaherty (but, as to property, real or personal, situated
or being in Missouri, only to the extent of his legal capacity to
hold the same for the purposes hereof) and (to the extent of its
legal capacity to hold the same for the purposes hereof) to
Morgan Guaranty Trust Company of New York, as Trustees under the
Mortgage, and to their successor or successors in said trust, and
to them and their successors and assigns forever, all property,
real, personal or mixed, of any kind or nature acquired by the
Company after the date of the execution and delivery of the
Mortgage (except any herein or in the Mortgage, as heretofore
supplemented, expressly excepted), now owned or, subject to the
provisions of Section 87 of the Mortgage, hereafter acquired by
the Company (by purchase, consolidation, merger, donation,
construction, erection or in any other way) and wheresoever
situated, including (without in anywise limiting or impairing by
the enumeration of the same the scope and intent of the foregoing
or of any general description contained in this Fifty-second
Supplemental Indenture) all lands, power sites, flowage rights,
water rights, water locations, water appropriations, ditches,
flumes, reservoirs, reservoir sites, canals, raceways, dams, dam
sites, aqueducts, and all other rights or means for
appropriating, conveying, storing and supplying water; all rights
of way and roads; all plants for the generation of electricity by
steam, water and/or other power; all power houses, gas plants,
street lighting systems, standards and other equipment incidental
thereto; all street and interurban railway and transportation
lines and systems, terminal systems and facilities; all bridges,
culverts, tracks, railways, sidings, spurs, wyes, roadbeds,
trestles and viaducts; all overground and underground trolleys
and feeder wires; all telephone, radio and television systems,
air-conditioning systems and equipment incidental thereto, water
works, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, ice or
refrigeration plants and equipment, offices, buildings and other
structures and the equipment thereof, all machinery, engines,
boilers, dynamos, electric, gas and other machines, regulators,
meters, transformers, generators, motors, electrical, gas and
mechanical appliances, conduits, cables, water, steam heat, gas
or other pipes, gas mains and pipes, service pipes, fittings,
valves and connections, pole and transmission lines, wires,
cables, tools, implements, apparatus, furniture and chattels; all
municipal and other franchises, consents or permits; all lines
for the transmission and distribution of electric current, gas,
steam heat or water for any purpose including towers, poles,
wires, cables, pipes, conduits, ducts and all apparatus for use
in connection therewith; all real estate, lands, easements,
servitudes, licenses, permits, franchises, privileges, rights of
way and other rights in or relating to real estate or the
occupancy of the same and (except as herein or in the Mortgage,
as heretofore supplemented, expressly excepted) all the right,
title and interest of the Company in and to all other property of
any kind or nature appertaining to and/or used and/or occupied
and/or enjoyed in connection with any property hereinbefore or in
the Mortgage, as heretofore supplemented, described.
TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in
anywise appertaining to the aforesaid property or any part
thereof, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Section 57 of the
Mortgage) the tolls, rents, revenues, issues, earnings, income,
product and profits thereof and all the estate, right, title and
interest and claim whatsoever, at law as well as in equity, which
the Company now has or may hereafter acquire in and to the
aforesaid property and franchises and every part and parcel
thereof.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 87 of the Mortgage, all the property,
rights and franchises acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any
other way) after the date hereof, except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted, shall
be and are as fully granted and conveyed hereby and by the
Mortgage and as fully embraced within the lien hereof and the
lien of the Mortgage, as heretofore supplemented, as if such
property, rights and franchises were now owned by the Company and
were specifically described herein or in the Mortgage and
conveyed hereby or thereby.
PROVIDED THAT the following are not and are not intended to
be now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected,
pledged, set over or confirmed hereunder and are hereby expressly
excepted from the lien and operation of this Fifty-second
Supplemental Indenture and from the lien and operation of the
Mortgage, as heretofore supplemented, viz: (1) cash, shares of
stock, bonds, notes and other obligations and other securities
not hereafter specifically pledged, paid, deposited, delivered or
held under the Mortgage or covenanted so to be; (2) merchandise,
equipment, materials or supplies held for the purpose of sale in
the usual course of business or for the purpose of repairing or
replacing (in whole or in part) any street cars, rolling stock,
trolley coaches, motor coaches, buses, automobiles or other
vehicles or aircraft, and fuel, oil and similar materials and
supplies consumable in the operation of any properties of the
Company; street cars, rolling stock, trolley coaches, motor
coaches, buses, automobiles and other vehicles and all aircraft;
(3) bills, notes and accounts receivable, judgments, demands and
choses in action, and all contracts, leases and operating
agreements not specifically pledged under the Mortgage, as
heretofore supplemented, or covenanted so to be; the Company's
contractual rights or other interest in or with respect to tires
not owned by the Company; (4) the last day of the term of any
lease or leasehold which may hereafter become subject to the lien
of the Mortgage; (5) electric energy, gas, ice, and other
materials or products generated, manufactured, produced or
purchased by the Company for sale, distribution or use in the
ordinary course of its business; all timber, minerals, mineral
rights and royalties; (6) the Company's franchise to be a
corporation; (7) the properties heretofore sold or in the process
of being sold by the Company and heretofore released from the
Mortgage and Deed of Trust dated as of October 1, 1926 from
Arkansas Power & Light Company to Guaranty Trust Company of New
York, trustee, and specifically described in a release instrument
executed by Guaranty Trust Company of New York, as trustee, dated
October 13, 1938, which release has heretofore been delivered by
the said trustee to the Company and recorded by the Company in
the office of the Recorder for Garland County, Arkansas, in
Record Book 227, Page 1, all of said properties being located in
Garland County, Arkansas; and (8) any property heretofore
released pursuant to any provisions of the Mortgage and not
heretofore disposed of by the Company; provided, however, that
the property and rights expressly excepted from the lien and
operation of the Mortgage, as heretofore supplemented, and this
Fifty-second Supplemental Indenture in the above subdivisions (2)
and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that any or all of the
Trustees or a receiver or trustee shall enter upon and take
possession of the Mortgaged and Pledged Property in the manner
provided in Article XIII of the Mortgage by reason of the
occurrence of a Default as defined in Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or confirmed by the Company as aforesaid, or intended so to be,
unto The Boatmen's National Bank of St. Louis (as to property,
real or personal, situated or being in Missouri), and unto John
W. Flaherty (but, as to property, real or personal, situated or
being in Missouri, only to the extent of his legal capacity to
hold the same for the purposes hereof) and (to the extent of its
legal capacity to hold the same for the purposes hereof) unto
Morgan Guaranty Trust Company of New York, as Trustees, and their
successors and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the
same terms, trusts and conditions and subject to and with the
same provisos and covenants as are set forth in the Mortgage, as
heretofore supplemented, this Fifty-second Supplemental Indenture
being supplemental to the Mortgage.
AND IT IS HEREBY COVENANTED by the Company that all the
terms, conditions, provisos, covenants and provisions contained
in the Mortgage, as heretofore supplemented, shall affect and
apply to the property hereinbefore described and conveyed and to
the estate, rights, obligations and duties of the Company and
Trustees and the beneficiaries of the trust with respect to said
property, and to the Trustees and their successors in the trust
in the same manner and with the same effect as if said property
had been owned by the Company at the time of the execution of the
Mortgage, and had been specifically and at length described in
and conveyed to said Trustees, by the Mortgage as a part of the
property therein stated to be conveyed.
The Company further covenants and agrees to and with the
Trustees and their successors in said trust under the Mortgage,
as follows:
ARTICLE I
FIFTY-EIGHTH SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated
"Pollution Control Series C" (herein sometimes called the "Fifty-
eighth Series"), each of which shall also bear the descriptive
title "First Mortgage Bond", and the form thereof, which shall be
established by Resolution of the Board of Directors of the
Company, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified. Bonds of the Fifty-
eighth Series (which shall be initially issued in the aggregate
principal amount of $20,319,000) shall mature on December 1,
2016, shall be issued as fully registered bonds in the
denomination of One Thousand Dollars and such other denominations
as the officers of the Company shall determine to issue (such
determination to be evidenced by the execution and delivery
thereof), shall be dated as in Section 10 of the Mortgage
provided, and the principal of, and, to the extent permitted by
the Mortgage, interest on any overdue principal of, each said
bond shall be payable at the office or agency of the Company in
the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of
payment is legal tender for public and private debts.
(I) The bonds of the Fifty-eighth Series shall be issued and
delivered to, and registered in the name of, the trustee under
the Trust Indenture, dated as of June 15, 1994 (hereinafter
called the "Pope Indenture)", of Pope County, Arkansas
(hereinafter called "Pope County") relating to its 6.30%
Pollution Control Revenue Refunding Bonds, Series 1994 (Arkansas
Power & Light Company Project) (hereinafter called the "Pope
Bonds"), in order to evidence in part the Company's obligation to
make certain payments under the Loan Agreement, dated as of June
15, 1994, between Pope County and the Company.
The obligation of the Company to make any payment of
principal of the bonds of the Fifty-eighth Series, whether at
maturity, upon redemption or otherwise, shall be reduced by the
amount of any reduction under the Pope Indenture of the amount of
the corresponding payment required to be made by Pope County
thereunder in respect of the principal of the Pope Bonds. The
Corporate Trustee may conclusively presume that the obligation of
the Company to pay the principal of the bonds of the Fifty-eighth
Series as the same shall become due and payable shall have been
fully satisfied and discharged unless and until it shall have
received a written notice (which may be a facsimile followed by a
hard copy) from the trustee under the Pope Indenture, signed by
its President, a Vice President or a Trust Officer, stating that
the corresponding payment of principal of the Pope Bonds has
become due and payable and has not been fully paid and specifying
the amount of funds required to make such payment.
(II) In the event that any Pope Bonds outstanding under the
Pope Indenture shall become immediately due and payable pursuant
to Section 1002 of the Pope Indenture, upon the occurrence of an
Event of Default under Section 1001(a) or (b) of the Pope
Indenture, all bonds of the Fifty-eighth Series, then
outstanding, shall be redeemed by the Company, on the date such
Pope Bonds shall have become immediately due and payable, at the
principal amount thereof.
In the event that any Pope Bonds are to be redeemed pursuant
to Section 301(b) of the Pope Indenture, bonds of the Fifty-
eighth Series, in a principal amount equal, as nearly as
practicable, to the sum of (i) the principal amount of such Pope
Bonds and (ii) eight-twelfths (8/12) of the annual interest due
on such Pope Bonds, shall be redeemed by the Company, on the date
fixed for redemption of Pope Bonds, at the principal amount
thereof.
The Corporate Trustee may conclusively presume that no
redemption of bonds of the Fifty-eighth Series is required
pursuant to this subsection (II) unless and until it shall have
received a written notice (which may be a facsimile followed by a
hard copy) from the trustee under the Pope Indenture, signed by
its President, a Vice President or a Trust Officer, stating that
the Pope Bonds have become immediately due and payable pursuant
to Section 1002 of the Pope Indenture, upon the occurrence of an
Event of Default under Section 1001(a) or (b) of the Pope
Indenture, or the Pope Bonds are to be redeemed pursuant to
Section 301(b) of the Pope Indenture and specifying the principal
amount thereof, as the case may be. Said notice shall also
contain a waiver of notice of such redemption by the trustee
under the Pope Indenture, as the holder of all the bonds of the
Fifty-eighth Series then outstanding.
(III) The Company hereby waives its right to have any notice
of any redemption pursuant to subsection (II) of this Section 1
state that such notice is subject to the receipt of the
redemption moneys by the Corporate Trustee before the date fixed
for redemption. Notwithstanding the provisions of Section 52 of
the Mortgage, any such notice under such subsection shall not be
conditional.
(IV) At the option of the registered owner, any bonds of the
Fifty-eighth Series, upon surrender thereof for cancellation at
the office or agency of the Company in the Borough of Manhattan,
The City of New York, together with a written instrument of
transfer wherever required by the Company, duly executed by the
registered owner or by his duly authorized attorney, shall
(subject to the provisions of Section 12 of the Mortgage) be
exchangeable for a like aggregate principal amount of bonds of
the same series of other authorized denominations.
Bonds of the Fifty-eighth Series shall not be transferable
except to any successor trustee under the Pope Indenture, any
such transfer to be made (subject to the provisions of Section 12
of the Mortgage) at the office or agency of the Company in the
Borough of Manhattan, The City of New York.
The Company hereby waives any right to make a charge for any
exchange or transfer of bonds of the Fifty-eighth Series.
(V) The bonds of the Fifty-eighth Series may bear such
legends as may be necessary to comply with any law or with any
rules or regulations made pursuant thereto or with the rules or
regulations of any stock exchange or to conform to usage with
respect thereto.
ARTICLE II
FIFTY-NINTH SERIES OF BONDS
SECTION 2. There shall be a series of bonds designated
"Pollution Control Series D" (herein sometimes called the "Fifty-
ninth Series"), each of which shall also bear the descriptive
title "First Mortgage Bond", and the form thereof, which shall be
established by Resolution of the Board of Directors of the
Company, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified. Bonds of the Fifty-
ninth Series (which shall be initially issued in the aggregate
principal amount of $9,586,400) shall mature on June 1, 2018,
shall be issued as fully registered bonds in the denomination of
One Thousand Dollars and such other denominations as the officers
of the Company shall determine to issue (such determination to be
evidenced by the execution and delivery thereof), shall be dated
as in Section 10 of the Mortgage provided, and the principal of,
and, to the extent permitted by the Mortgage, interest on any
overdue principal of, each said bond shall be payable at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for public
and private debts.
(I) The bonds of the Fifty-ninth Series shall be issued and
delivered to, and registered in the name of, the trustee under
the Trust Indenture, dated as of June 15, 1994 (hereinafter
called the "Jefferson Indenture)", of Jefferson County, Arkansas
(hereinafter called "Jefferson County") relating to its 6.30%
Pollution Control Revenue Refunding Bonds, Series 1994 (Arkansas
Power & Light Company Project) (hereinafter called the "Jefferson
Bonds"), in order to evidence in part the Company's obligation to
make certain payments under the Loan Agreement, dated as of June
15, 1994, between Jefferson County and the Company.
The obligation of the Company to make any payment of
principal of the bonds of the Fifty-ninth Series, whether at
maturity, upon redemption or otherwise, shall be reduced by the
amount of any reduction under the Jefferson Indenture of the
amount of the corresponding payment required to be made by
Jefferson County thereunder in respect of the principal of the
Jefferson Bonds. The Corporate Trustee may conclusively presume
that the obligation of the Company to pay the principal of the
bonds of the Fifty-ninth Series as the same shall become due and
payable shall have been fully satisfied and discharged unless and
until it shall have received a written notice (which may be a
facsimile followed by a hard copy) from the trustee under the
Jefferson Indenture, signed by its President, a Vice President or
a Trust Officer, stating that the corresponding payment of
principal of the Jefferson Bonds has become due and payable and
has not been fully paid and specifying the amount of funds
required to make such payment.
(II) In the event that any Jefferson Bonds outstanding under
the Jefferson Indenture shall become immediately due and payable
pursuant to Section 1002 of the Jefferson Indenture, upon the
occurrence of an Event of Default under Section 1001(a) or (b) of
the Jefferson Indenture, all bonds of the Fifty-ninth Series,
then outstanding, shall be redeemed by the Company, on the date
such Jefferson Bonds shall have become immediately due and
payable, at the principal amount thereof.
In the event that any Jefferson Bonds are to be redeemed
pursuant to Section 301(b) of the Jefferson Indenture, bonds of
the Fifty-ninth Series, in a principal amount equal, as nearly as
practicable, to the sum of (i) the principal amount of such
Jefferson Bonds and (ii) eight-twelfths (8/12) of the annual
interest due on such Jefferson Bonds, shall be redeemed by the
Company, on the date fixed for redemption of Jefferson Bonds, at
the principal amount thereof.
The Corporate Trustee may conclusively presume that no
redemption of bonds of the Fifty-ninth Series is required
pursuant to this subsection (II) unless and until it shall have
received a written notice (which may be a facsimile followed by a
hard copy) from the trustee under the Jefferson Indenture, signed
by its President, a Vice President or a Trust Officer, stating
that the Jefferson Bonds have become immediately due and payable
pursuant to Section 1002 of the Jefferson Indenture, upon the
occurrence of an Event of Default under Section 1001(a) or (b) of
the Jefferson Indenture, or the Jefferson Bonds are to be
redeemed pursuant to Section 301(b) of the Jefferson Indenture
and specifying the principal amount thereof, as the case may be.
Said notice shall also contain a waiver of notice of such
redemption by the trustee under the Jefferson Indenture, as the
holder of all the bonds of the Fifty-ninth Series then
outstanding.
(III) The Company hereby waives its right to have any notice
of any redemption pursuant to subsection (II) of this Section 2
state that such notice is subject to the receipt of the
redemption moneys by the Corporate Trustee before the date fixed
for redemption. Notwithstanding the provisions of Section 52 of
the Mortgage, any such notice under such subsection shall not be
conditional.
(IV) At the option of the registered owner, any bonds of the
Fifty-ninth Series, upon surrender thereof for cancellation at
the office or agency of the Company in the Borough of Manhattan,
The City of New York, together with a written instrument of
transfer wherever required by the Company, duly executed by the
registered owner or by his duly authorized attorney, shall
(subject to the provisions of Section 12 of the Mortgage) be
exchangeable for a like aggregate principal amount of bonds of
the same series of other authorized denominations.
Bonds of the Fifty-ninth Series shall not be transferable
except to any successor trustee under the Jefferson Indenture,
any such transfer to be made (subject to the provisions of
Section 12 of the Mortgage) at the office or agency of the
Company in the Borough of Manhattan, The City of New York.
The Company hereby waives any right to make a charge for any
exchange or transfer of bonds of the Fifty-ninth Series.
(V) The bonds of the Fifty-ninth Series may bear such
legends as may be necessary to comply with any law or with any
rules or regulations made pursuant thereto or with the rules or
regulations of any stock exchange or to conform to usage with
respect thereto.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3. Subject to the amendments provided for in this
Fifty-second Supplemental Indenture, the terms defined in the
Mortgage and the First through Fifty-first Supplemental
Indentures shall, for all purposes of this Fifty-second
Supplemental Indenture, have the meanings specified in the
Mortgage and the First through Fifty-first Supplemental
Indentures.
SECTION 4. The Trustees hereby accept the trusts herein
declared, provided, created or supplemented and agree to perform
the same upon the terms and conditions herein and in the Mortgage
and in the First through Fifty-first Supplemental Indentures set
forth and upon the following terms and conditions:
The Trustees shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this Fifty-second Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made by
the Company solely. In general each and every term and condition
contained in Article XVII of the Mortgage, as heretofore amended,
shall apply to and form part of this Fifty-second Supplemental
Indenture with the same force and effect as if the same were
herein set forth in full with such omissions, variations and
insertions, if any, as may be appropriate to make the same
conform to the provisions of this Fifty-second Supplemental
Indenture.
SECTION 5. Whenever in this Fifty-second Supplemental
Indenture either of the parties hereto is named or referred to,
this shall, subject to the provisions of Articles XVI and XVII of
the Mortgage, as heretofore amended, be deemed to include the
successors and assigns of such party, and all the covenants and
agreements in this Fifty-second Supplemental Indenture contained
by or on behalf of the Company, or by or on behalf of the
Trustees, or either of them, shall, subject as aforesaid, bind
and inure to the respective benefits of the respective successors
and assigns of such parties, whether so expressed or not.
SECTION 6. Nothing in this Fifty-second Supplemental
Indenture, expressed or implied, is intended, or shall be
construed, to confer upon, or give to, any person, firm or
corporation, other than the parties hereto and the holders of the
bonds and coupons Outstanding under the Mortgage, any right,
remedy or claim under or by reason of this Fifty-second
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises or agreements in this Fifty-second
Supplemental Indenture contained by or on behalf of the Company
shall be for the sole and exclusive benefit of the parties
hereto, and of the holders of the bonds and of the coupons
Outstanding under the Mortgage.
SECTION 7. This Fifty-second Supplemental Indenture shall be
executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.
SECTION 8. This Fifty-second Supplemental Indenture shall be
construed in accordance with and governed by the laws of the
State of New York.
<PAGE>
IN WITNESS WHEREOF, ARKANSAS POWER & LIGHT COMPANY has caused
its corporate name to be hereunto affixed, and this instrument to
be signed and sealed by its President or one of its Vice
Presidents, and its corporate seal to be attested by its
Secretary or one of its Assistant Secretaries for and in its
behalf, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK has caused
its corporate name to be hereunto affixed, and this instrument to
be signed and sealed by, one of its Vice Presidents, and its
corporate seal to be attested by one of its Assistant Secretaries
for and in its behalf, and JOHN W. FLAHERTY has hereunto set his
hand and affixed his seal, and THE BOATMEN'S NATIONAL BANK OF ST.
LOUIS has caused its corporate name to be hereunto affixed, and
this instrument to be signed and sealed by, one of its Vice
Presidents or one of its Trust Officers, and its corporate seal
to be attested by one of its Assistant Secretaries or one of its
Trust Officers for and in its behalf, as of the day and year
first above written.
ARKANSAS POWER & LIGHT COMPANY
By:.....................
Vice President
Attest:
..................................
Assistant Secretary
Executed, sealed and delivered by
ARKANSAS POWER & LIGHT COMPANY
in the presence of:
...................................
...................................
<PAGE>
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
As Corporate Trustee
By:..........................
Vice President
Attest:
............................
Assistant Secretary
JOHN W. FLAHERTY,
As Co-Trustee
By: ...................[L.S.]
Attest:
................................
Assistant Secretary
Executed, sealed and delivered by
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK and JOHN W. FLAHERTY
in the presence of:
......................................
......................................
<PAGE>
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS,
As Co-Trustee as to property,
real or personal, situated or
being in Missouri
By:.............................
Trust Officer
Attest:
...............................
Trust Officer
Executed, sealed and delivered by
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS in the presence of:
.............................
.............................
<PAGE>
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
On this 15th day of June, 1994, before me, Connie H. Wise, a
Notary Public duly commissioned, qualified and acting within and
for said Parish and State, appeared in person the within named
GLENN E. HARDER and LEE W. RANDALL, to me personally well known,
who stated that they were a Vice President and Assistant
Secretary, respectively, of ARKANSAS POWER & LIGHT COMPANY, a
corporation, and were duly authorized in their respective
capacities to execute the foregoing instrument for and in the
name and behalf of said corporation, and further stated and
acknowledged that they had so signed, executed and delivered said
foregoing instrument for the consideration, uses and purposes
therein mentioned and set forth.
On the 15th day of June, 1994, before me personally came
GLENN E. HARDER, to me known, who, being by me duly sworn, did
depose and say that he resides in Mandeville, Louisiana; that he
is a Vice President of ARKANSAS POWER & LIGHT COMPANY, one of the
corporations described in and which executed the above
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.
On the 15th day of June, 1994, before me appeared GLENN E.
HARDER, to me personally known, who, being by me duly sworn, did
say that he is a Vice President of ARKANSAS POWER & LIGHT
COMPANY, and that the seal affixed to the foregoing instrument is
the corporate seal of said corporation, and that said instrument
was signed and sealed in behalf of said corporation by authority
of its Board of Directors, and he acknowledged said instrument to
be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said Parish and State the day
and year last above written.
_____________________________________
Connie H. Wise
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life
<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 16th day of June, 1994, before me, Susan Fields, a
Notary Public duly commissioned, qualified and acting within and
for said County and State, appeared HELEN G. CHIN and DIANA HILS,
to me personally well known, who stated that they were a Vice
President and Assistant Secretary, respectively, of MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, a corporation, and were duly
authorized in their respective capacities to execute the
foregoing instrument for and in the name and behalf of said
corporation; and further stated and acknowledged that they had so
signed, executed and delivered said foregoing instrument for the
consideration, uses and purposes therein mentioned and set forth.
On the 16th day of June, 1994, before me personally came
HELEN G. CHIN, to me known, who, being by me duly sworn, did
depose and say that she resides in New York, New York; that she
is a Vice President of MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
one of the corporations described in and which executed the above
instrument; that she knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said
corporation, and that she signed her name thereto by like
authority.
On the 16th day of June, 1994, before me appeared HELEN G.
CHIN, to me personally known, who, being by me duly sworn, did
say that she is a Vice President of MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, and that the seal affixed to the foregoing
instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and she
acknowledged said instrument to be the free act and deed of said
corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said County and State the day
and year last above written.
Susan Fields
Notary Public, State of New York
No. 31-4980055
Qualified in New York County
My Commission Expires April 8, 1995
<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this 16th day of June, 1994, before me, Susan Fields, the
undersigned, personally appeared JOHN W. FLAHERTY, known to me to
be the person whose name is subscribed to the within instrument,
and acknowledged that he executed the same for the purposes
therein contained.
On the 16th day of June, 1994, before me personally appeared
JOHN W. FLAHERTY, to me known to be the person described in and
who executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Susan Fields
Notary Public, State of New York
No. 31-4980055
Qualified in New York County
My Commission Expires April 8, 1995
<PAGE>
STATE OF MISSOURI )
) SS.:
COUNTY OF ST. LOUIS )
On this 15th day of June, 1994, before me, Joy Marie Lincoln,
a Notary Public duly commissioned, qualified and acting within
and for said County and State, appeared ROBERT A. CLASQUIN and P.
C. QUIBELLE, to me personally well known, who stated that they
were Trust Officers of THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
a corporation, and were duly authorized in their respective
capacities to execute the foregoing instrument for and in the
name and behalf of said corporation, and further stated and
acknowledged that they had so signed, executed and delivered said
foregoing instrument for the consideration, uses and purposes
therein mentioned and set forth.
On the 15th day of June, 1994, before me personally came
ROBERT A. CLASQUIN, to me known, who, being by me duly sworn, did
depose and say that he resides in Highland, Illinois; that he is
a Trust Officer of THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, one
of the corporations described in and which executed the above
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said
corporation, and that he signed his name by like order.
On the 15th day of June, 1994, before me appeared ROBERT A.
CLASQUIN to me personally known, who, being by me duly sworn, did
say that he is a Trust Officer of THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS, and that the seal affixed to the foregoing instrument
is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors, and he acknowledged said
instrument to be the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in said County and State the day
and year last above written.
Joy Marie Lincoln
Notary Public, State of Missouri
St. Louis County
My Commission Expires October 16, 1994
Exhibit 23(a)
[Letterhead of Friday, Eldredge & Clark]
August 9, 1994
Entergy Corporation
225 Baronne Street
New Orleans, Louisiana 70112
Gentlemen:
We consent to the reference to our firm under the heading
"Experts" in the Quarterly Report on Form 10-Q being filed on or
about the date hereof by Entergy Corporation, Arkansas Power &
Light Company ("AP&L"), Gulf States Utilities Company, Louisiana
Power & Light Company, Mississippi Power & Light Company, New
Orleans Public Service Inc. and System Energy Resources, Inc. We
further consent to the incorporation by reference of such
reference to our firm into AP&L's Registration Statements (Form S-
3, File Nos. 33-36149, 33-48356 and 33-50289), and related
Prospectuses pertaining to AP&L's First Mortgage Bonds and/or
Preferred Stock and First Mortgage Bonds, respectively.
Very truly yours,
/s/ Friday, Eldredge & Clark
FRIDAY, ELDREDGE & CLARK
Exhibit 23(b)
[Letterhead of Monroe & Lemann]
August 9, 1994
Entergy Corporation
225 Baronne Street
New Orleans, Louisiana 70112
Gentlemen:
We consent to the reference to our firm under the heading
"Experts" in the Quarterly Report on Form 10-Q being filed on or
about the date hereof by Entergy Corporation, Arkansas Power &
Light Company, Gulf States Utilities Company, Louisiana Power &
Light Company ("LP&L"), Mississippi Power & Light Company, New
Orleans Public Service Inc. ("NOPSI") and System Energy
Resources, Inc. We further consent to the incorporation by
reference of such reference to our firm into LP&L's Registration
Statements on Form S-3, and the related prospectuses (File Nos.
33-50937, 33-46085 and 33-39221) pertaining to LP&L's First
Mortgage Bonds and Preferred Stock, and into NOPSI's Registration
Statement on Form S-3, and the related prospectus (File No. 33-
57926) pertaining to NOPSI's General and Refunding Mortgage
Bonds.
Very truly yours,
/s/ Monroe & Lemann
MONROE & LEMANN
Exhibit 23(c)
[Letterhead of Wise Carter Child & Caraway]
August 9, 1994
Entergy Corporation
225 Baronne Street
New Orleans, Louisiana 70112
Gentlemen:
We consent to the reference to our firm under the heading
"Experts" in the Quarterly Report on Form 10-Q being filed on or
about the date hereof by Entergy Corporation, Arkansas Power &
Light Company, Gulf States Utilities Company, Louisiana Power &
Light Company, Mississippi Power & Light Company ("MP&L"), New
Orleans Public Service Inc., and System Energy Resources, Inc.
("System Energy"). We further consent to the incorporation by
reference of such reference to our firm into System Energy's
Registration Statement on Form S-3, and the related prospectus
(File No. 33-47662) pertaining to System Energy's First Mortgage
Bonds, and into MP&L's Registration Statements on Form S-3, and
the related prospectuses (File Nos. 33-53004, 33-55826 and 33-
50507) pertaining to MP&L's Preferred Stock.
Very truly yours,
WISE CARTER CHILD & CARAWAY,
Professional Association
By: /s/ Robert B. McGehee
Robert B. McGehee
Exhibit 23(d)
CONSENT
We consent to the reference to our firm under the heading
"Experts" in the Quarterly Report on Form 10-Q being filed on or
about the date hereof by Entergy Corporation, Arkansas Power &
Light Company, Gulf States Utilities Company ("GSU"), Louisiana
Power & Light Company, Mississippi Power & Light Company, New
Orleans Public Service Inc. and System Energy Resources, Inc. We
further consent to the incorporation by reference in the
registration statements of GSU on Form S-3 and Form S-8 (File
Numbers 2-76551, 2-98011, 33-49739, and 33-51181) of such
reference and Statements of Legal Conclusions.
/s/ Clark, Thomas & Winters
A Professional Corporation
CLARK, THOMAS & WINTERS,
A Professional Corporation
Austin, Texas
August 9, 1994
Exhibit 23(e)
CONSENT
We consent to the reference to our firm under the heading
"Experts" in the Quarterly Report on Form 10-Q being filed on or
about the date hereof by Entergy Corporation, Arkansas Power &
Light Company, Gulf States Utilities Company ("GSU"), Louisiana
Power & Light Company, Mississippi Power & Light Company, New
Orleans Public Service Inc. and System Energy Resources, Inc. We
further consent to the incorporation by reference of such
reference to our firm into GSU's Registration Statements on Form
S-3 and Form S-8 (File Numbers 2-76551, 2-98011, 33-49739 and 33-
51181) of such reference and Statements.
/s/ Sandlin Associates
SANDLIN ASSOCIATES
Management Consultants
Pasco, Washington
August 9, 1994
<TABLE>
Exhibit 99(a)
<CAPTION>
Arkansas Power and Light Company
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
Twelve Months Ended
December 31, June 30,
1989 1990 1991 1992 1993 1994
(In Thousands, Except for Ratios)
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on long-term debt $89,027 $101,412 $100,533 $89,317 $77,980 $74,853
Interest on long-term debt - other 31,138 31,195 33,321 31,000 29,791 28,859
Interest on notes payable 828 1,027 -- 117 349 1,011
Amortization of expense and premium on debt-net(cr) 1,557 1,792 1,112 1,359 2,702 3,964
Other interest (6,295) 1,567 1,303 2,308 8,769 1,773
Interest applicable to rentals 22,349 24,233 21,969 17,657 16,860 15,293
--------------------------------------------------------------------
Total fixed charges, as defined 138,604 161,226 158,238 141,758 136,451 125,753
Preferred dividends, as defined (a) 31,298 30,851 31,458 32,195 30,334 26,319
--------------------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $169,902 $192,077 $189,696 $173,953 $166,785 $152,072
====================================================================
Earnings as defined:
Net Income $131,979 $129,765 $143,451 $130,529 $205,297 $172,796
Add:
Provision for income taxes:
Federal & State 8,440 50,921 44,418 57,089 58,162 52,741
Deferred - net 37,268 17,943 11,048 3,490 34,748 11,717
Investment tax credit adjustment - net 3,543 (12,022) (1,600) (9,989) (10,573) (10,600)
Fixed charges as above 138,604 161,226 158,238 141,758 136,451 125,753
--------------------------------------------------------------------
Total earnings, as defined $319,834 $347,833 $355,555 $322,877 $424,085 $352,407
====================================================================
Ratio of earnings to fixed charges, as defined 2.31 2.16 2.25 2.28 3.11 2.80
====================================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.88 1.81 1.87 1.86 2.54 2.32
====================================================================
</TABLE>
- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent (100%)
minus the income tax rate.
<TABLE> Exhibit 99(b)
<CAPTION>
Gulf States Utilities Company
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
Twelve Months Ended
December 31, June 30,
1989 1990 1991 1992 1993 1994
(In Thousands, Except for Ratios)
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on long-term debt $231,170 $218,462 $201,335 $197,218 $172,494 $168,825
Interest on notes payable 33,185 24,295 8,446 - - -
Interest on long-term debt - other 19,495 12,668 19,507 21,155 19,440 19,440
Other interest 13,331 18,380 29,169 26,564 10,561 8,415
Amortization of expense and premium on debt-net(cr) 2,280 2,192 1,999 3,479 8,104 8,613
Interest applicable to rentals 23,244 23,761 24,049 23,759 23,455 21,734
--------------------------------------------------------------------
Total fixed charges, as defined 322,705 299,758 284,505 272,175 234,054 227,027
Preferred dividends, as defined (a) 241,829 104,484 90,146 69,617 65,299 59,677
--------------------------------------------------------------------
Combined fixed charges and preferred dividends,
as defined $564,534 $404,242 $374,651 $341,792 $299,353 $286,704
====================================================================
Earnings as defined:
Income (loss) from continuing operations before extrodinary
items and the cumulative effect of accounting changes $13,251 ($36,399) $112,391 $139,413 $69,462 $67,515
Add:
Income taxes 37,744 (24,216) 48,250 55,860 58,016 65,761
Fixed charges as above 322,705 299,758 284,505 272,175 234,054 227,027
--------------------------------------------------------------------
Total earnings, as defined $373,700 $239,143 $445,146 $467,448 $361,532 $360,303
====================================================================
Ratio of earnings to fixed charges, as defined 1.16 0.80 1.56 1.72 1.54 1.59
====================================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 0.66 0.59 1.19 1.37 1.21 1.26
====================================================================
</TABLE>
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent (100%)
minus the income tax rate.
(b) Earnings for the year ended December 31, 1990, for GSU were not adequate
to cover fixed charges by $60.6 million. Earnings for the years ended
December 31, 1990 and 1989, were not adequate to cover fixed charges and
preferred and preference dividends by $165.1 million and $190.8 million,
respectively. Earnings in 1990 include a $205 million charge for the
settlement of a purchased power dispute.
<TABLE>
Exhibit 99(c)
<CAPTION>
Louisiana Power and Light Company
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and PreferreD Dividends
Twelve Months Ended
December 31, June 30,
1989 1990 1991 1992 1993 1994
(In Thousands, Except for Ratios)
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on mortgage bonds $155,640 $101,996 $97,324 $68,247 $60,939 $58,916
Interest on long-term debt - other 25,400 52,361 61,492 60,425 63,694 65,140
Interest on notes payable -- 87 -- 150 898 1,602
Interest on lease (nuclear) 9,475 8,756 7,086 5,092 4,574 4,728
Other interest charges 11,300 6,378 5,924 5,591 5,706 4,355
Amortization of expense and premium on debt - net(cr) 2,260 3,397 3,282 7,100 5,720 5,101
Interest applicable to rentals 4,415 4,150 4,295 4,271 3,945 4,641
-------------------------------------------------------------------
Total fixed charges, as defined 208,490 177,125 179,403 150,876 145,476 144,483
Preferred dividends, as defined (a) 59,009 42,365 41,212 42,026 40,779 36,534
-------------------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $267,499 $219,490 $220,615 $192,902 $186,255 $181,017
===================================================================
Earnings as defined:
Net Income $106,613 $155,049 $166,572 $182,989 $188,808 $201,590
Add:
Provision for income taxes:
Federal and State 29,069 62,236 8,684 36,465 70,552 73,212
Deferred Federal and State - net 7,840 (9,655) 67,792 51,889 43,017 41,547
Investment tax credit adjustment - net 20,822 26,646 8,244 (1,317) (2,756) (2,764)
Fixed charges as above 208,490 177,125 179,403 150,876 145,476 144,483
-------------------------------------------------------------------
Total earnings, as defined $372,834 $411,401 $430,695 $420,902 $445,097 $458,068
===================================================================
Ratio of earnings to fixed charges, as defined 1.79 2.32 2.40 2.79 3.06 3.17
===================================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.39 1.87 1.95 2.18 2.39 2.53
===================================================================
</TABLE>
- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent (100%)
minus the income tax rate.
<TABLE>
Exhibit 99(d)
<CAPTION>
Mississippi Power and Light Company
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
Twelve Months Ended
December 31, June 30,
1989 1990 1991 1992 1993 1994
(In Thousands, Except for Ratios)
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on long-term debt $60,995 $59,675 $59,440 $56,646 $48,029 $44,640
Interest on long-term debt - other 4,325 4,300 4,188 4,063 4,070 3,935
Interest on notes payable 1,031 1,512 953 36 7 884
Other interest charges 1,591 1,494 1,444 1,636 1,795 2,443
Amortization of expense and premium on debt-net(cr) 1,548 1,737 1,617 1,685 1,458 1,713
Interest applicable to rentals 533 596 574 521 1,264 1,408
------------------------------------------------------------------
Total fixed charges, as defined 70,023 69,314 68,216 64,587 56,623 55,023
Preferred dividends, as defined (a) 2,584 17,584 14,962 12,823 12,990 12,778
------------------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $72,607 $86,898 $83,178 $77,410 $69,613 $67,801
==================================================================
Earnings as defined:
Net Income $12,419 $60,830 $63,088 $65,036 $101,743 $61,524
Add:
Provision for income taxes:
Federal and State 370 4,027 (1,001) 4,463 54,418 53,243
Deferred Federal and State - net (8,636) 35,721 32,491 20,430 539 (21,321)
Investment tax credit adjustment - net (1,523) (1,835) (1,634) (1,746) 1,036 1,030
Fixed charges as above 70,023 69,314 68,216 64,587 56,623 55,023
------------------------------------------------------------------
Total earnings, as defined $72,653 $168,057 $161,160 $152,770 $214,359 $149,499
==================================================================
Ratio of earnings to fixed charges, as defined 1.04 2.42 2.36 2.37 3.79 2.72
==================================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.00 1.93 1.94 1.97 3.08 2.20
==================================================================
</TABLE>
- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent (100%)
minus the income tax rate.
(b) Earnings for the twelve months ended December 31, 1989 include the impact
of the write-off of $60 million of deferred Grand Gulf 1 - related costs
pursuant to an agreement between MP&L and the MPSC.
<TABLE>
Exhibit 99(e)
<CAPTION>
New Orleans Public Service Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
Twelve Months Ended
December 31, June 31,
1989 1990 1991 1992 1993 1994
(In Thousands, Except for Ratios)
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on mortgage bonds $24,472 $24,472 $23,865 $22,934 $19,478 $17,540
Interest on notes payable -- -- -- -- -- 82
Other interest charges 2,422 831 793 1,714 1,016 1,033
Amortization of expense and premium on debt-net(cr) 579 579 565 576 598 697
Interest applicable to rentals 603 160 517 444 544 736
------------------------------------------------------------------
Total fixed charges, as defined 28,076 26,042 25,740 25,668 21,636 20,088
Preferred dividends, as defined (a) 4,633 4,020 3,582 3,214 2,952 2,861
------------------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $32,709 $30,062 $29,322 $28,882 $24,588 $22,949
==================================================================
Earnings as defined:
Net Income $14,464 $27,542 $74,699 $26,424 $47,709 $35,690
Add:
Provision for income taxes:
Federal and State 848 134 8,885 16,575 27,479 37,993
Deferred Federal and State - net 9,296 17,370 36,947 (340) 5,203 (11,149)
Investment tax credit adjustment - net 444 (75) (591) (170) (744) (726)
Fixed charges as above 28,076 26,042 25,740 25,668 21,636 20,088
------------------------------------------------------------------
Total earnings, as defined $53,128 $71,013 $145,680 $68,157 $101,283 $81,896
==================================================================
Ratio of earnings to fixed charges, as defined 1.89 2.73 5.66 2.66 4.68 4.08
==================================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.62 2.36 4.97 2.36 4.12 3.57
==================================================================
</TABLE>
- ------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by
dividing the preferred dividend requirement by one hundred percent (100%)
minus the income tax rate.
(b) Earnings for the twelve months ended December 31, 1991 include the $90
million effect of the 1991 NOPSI Settlement.
<TABLE>
Exhibit 99 (f)
<CAPTION>
System Energy Resources, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Fixed Charges
Twelve Months Ended
December 31, June 30,
1989 1990 1991 1992 1993 1994
(In Thousands, Except for Ratios)
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on mortgage bonds $148,402 $138,689 $126,351 $104,429 $91,472 $87,482
Interest on other long-term debt 91,295 91,955 92,187 92,189 93,346 86,815
Interest on lease nuclear 18,298 13,830 10,007 6,265 6,790 7,003
Interest on notes payable 0 0 0 0 0 28
Amortization of expense and premium on debt-net 7,326 10,532 7,495 6,417 4,520 5,716
Other interest charges 2,790 1,460 3,617 1,506 1,600 1,148
-------------------------------------------------------------------
Total fixed charges, as defined $268,111 $256,466 $239,657 $210,806 $197,728 $188,192
===================================================================
Earnings as defined:
Net Income ($655,524) $168,677 $104,622 $130,141 $93,927 $87,638
Add:
Provision for income taxes:
Federal and State (168,440) 4,620 (26,848) 35,082 48,314 63,579
Deferred Federal and State - net 93,048 52,962 37,168 23,648 60,690 46,068
Investment tax credit adjustment - net (14,321) 56,320 63,256 30,123 (30,452) (30,311)
Fixed charges as above 268,111 256,466 239,657 210,806 197,728 188,192
--------------------------------------------------------------------
Total earnings, as defined ($477,126) $539,045 $417,855 $429,800 $370,207 $355,166
====================================================================
Ratio of earnings to fixed charges, as defined (a) 2.10 1.74 2.04 1.87 1.89
====================================================================
</TABLE>
- ------------------------
(a) Earnings for the twelve months ended December 31, 1989 were inadequate
to cover fixed charges due to System Energy's cancellation and write-off
of its investment in Grand Gulf 2 in September 1989. The amount of the
coverage deficiency for fixed charges was $745.2 million.
Exhibit 99(j)
[Letterhead of Clark, Thomas & Winters]
August 8, 1994
Gulf States Utilities Company
639 Loyola
New Orleans, LA 70112
Attn: Scott Forbes
Re: SEC Form 10-Q of Gulf States Utilities Company (the
"Company") for the quarter
ending June 30, 1994
Dear Mr. Forbes:
Our firm has rendered to the Company two opinion letters
dated September 30, 1992, concerning certain issues presented in
the appeal of Public Utility Commission of Texas (the "PUCT")
Docket No. 7195 now pending in the Austin Court of Appeals. In
connection with the above-referenced Form 10-Q, we confirm to you
as of the date hereof that we continue to hold the opinion, as
set forth in the first of our September 30, 1992 letters, that it
is reasonably possible that the PUCT will have an opportunity to
expressly rule on the prudence of the $1.45 billion* in costs
which were abeyed by the PUCT in Docket 7195 (the "Abeyed
Plant"). As described in our audit inquiry response addressed to
Coopers & Lybrand dated August 1, 1994, the Texas Supreme Court
has recently established a new 'financial integrity' standard for
the recovery of deferred costs by utilities in Texas. This new
standard might become applicable to a remanded proceeding in
Docket 7195. We have analyzed the record in Docket 7195,
including the evidence addressing financial integrity criteria
applied by the PUCT in other dockets and applied by the Texas
courts. Based upon this analysis, we believe that it is
reasonably possible that the Company will ultimately recover in
rates the costs deferred pursuant to the PUCT's order in Docket
No. 6525 which were addressed in the second of our September 30,
1992 letters. As we said in our August 1, 1994 audit inquiry
response, we presently believe that it is reasonably possible
that the Company will be allowed to continue to recover the
Allowed Deferrals in rates. We further believe that it is
reasonably possible that, to the extent the Abeyed Plant is
recovered, the Abeyed Deferrals will also be recovered in rates.
/s/ Clark, Thomas & Winters
A Professional Corporation
CLARK, THOMAS & WINTERS,
A Professional Corporation
* The opinion letters dated September 30, 1992 indicate that the
amount of River Bend plant costs held in abeyance was $1.45
billion. The more correct amount, as indicated by the Company
in its securities filings to which those opinions related, is
$1.4 billion.
