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 March 31, 1996
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 of Principal Executive Identification No.
Offices and Telephone Number
1-11299 ENTERGY CORPORATION 72-1229752
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 529-5262
1-10764 ENTERGY ARKANSAS, INC. 71-0005900
(an Arkansas corporation)
425 West Capitol Avenue, 40th Floor
Little Rock, Arkansas 72201
Telephone (501) 377-4000
1-2703 ENTERGY GULF STATES, INC. 74-0662730
(a Texas corporation)
350 Pine Street
Beaumont, Texas 77701
Telephone (409) 838-6631
1-8474 ENTERGY LOUISIANA, INC. 72-0245590
(a Louisiana corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 529-5262
0-320 ENTERGY MISSISSIPPI, INC. 64-0205830
(a Mississippi corporation)
308 East Pearl Street
Jackson, Mississippi 39201
Telephone (601) 368-5000
0-5807 ENTERGY NEW ORLEANS, INC. 72-0273040
(a Louisiana corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 529-5262
1-9067 SYSTEM ENERGY RESOURCES, INC. 72-0752777
(an Arkansas corporation)
Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213
Telephone (601) 368-5000
<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 April 30, 1996
Entergy Corporation ($0.01 par value) 228,043,846
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
March 31, 1996
Page
Number
Definitions 1
Management's Financial Discussion and Analysis -
Liquidity and Capital Resources 3
Management's Financial Discussion and Analysis -
Significant Factors and Known Trends 6
Management's Financial Discussion and Analysis for
Entergy Corporation and Subsidiaries 9
Statements of Consolidated Income (Loss) for Entergy
Corporation and Subsidiaries 13
Statements of Consolidated Cash Flows for Entergy
Corporation and Subsidiaries 14
Consolidated Balance Sheets for Entergy Corporation
and Subsidiaries 16
Management's Financial Discussion and Analysis for
Entergy Arkansas, Inc. 18
Statements of Income for Entergy Arkansas, Inc. 20
Statements of Cash Flows for Entergy Arkansas, Inc. 21
Balance Sheets for Entergy Arkansas, Inc. 22
Management's Financial Discussion and Analysis for
Entergy Gulf States, Inc. 24
Statements of Income (Loss) for Entergy Gulf States, Inc. 26
Statements of Cash Flows for Entergy Gulf States, Inc. 27
Balance Sheets for Entergy Gulf States, Inc. 28
Management's Financial Discussion and Analysis for
Entergy Louisiana, Inc. 30
Statements of Income for Entergy Louisiana, Inc. 32
Statements of Cash Flows for Entergy Louisiana, Inc. 33
Balance Sheets for Entergy Louisiana, Inc. 34
Management's Financial Discussion and Analysis for
Entergy Mississippi, Inc. 36
Statements of Income for Entergy Mississippi, Inc. 38
Statements of Cash Flows for Entergy Mississippi, Inc. 39
Balance Sheets for Entergy Mississippi, Inc. 40
Management's Financial Discussion and Analysis for
Entergy New Orleans, Inc. 42
Statements of Income for Entergy New Orleans, Inc. 44
Statements of Cash Flows for Entergy New Orleans, Inc. 45
Balance Sheets for Entergy New Orleans, Inc. 46
Management's Financial Discussion and Analysis for
System Energy Resources, Inc. 49
Statements of Income for System Energy Resources, Inc. 50
Statements of Cash Flows for System Energy Resources, Inc. 51
Balance Sheets for System Energy Resources, Inc. 52
Notes to Financial Statements for Entergy Corporation
and Subsidiaries 54
Part II:
Item 1. Legal Proceedings 63
Item 5. Other Information 64
Item 6. Exhibits and Reports on Form 8-K 65
Experts 68
Signature 69
<PAGE>
This combined Quarterly Report on Form 10-Q is separately filed by
Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States,
Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New
Orleans, Inc., and System Energy Resources, Inc. Information
contained herein relating to any individual company is filed by such
company on its own behalf. None of these companies make any
representations as to information relating to the other companies.
This combined Quarterly Report on Form 10-Q supplements and updates
the Annual Report on Form 10-K for the calendar year ended December
31, 1995, filed by the individual registrants with the SEC and should
be read in conjunction therewith. On April 22, 1996, Entergy
Corporation filed amendments to its articles of incorporation to
change the names of its operating companies.
DEFINITIONS
Certain abbreviations or acronyms used in the text are defined below:
Abbreviation or Acronym Term
ALJ Administrative Law Judge
ANO Arkansas Nuclear One Plant
ANO 2 Unit No. 2 of ANO
Cajun Cajun Electric Power Cooperative, Inc.
Capital Funds Agreement Agreement, dated as of June 21, 1974, as
amended, between System Energy and Entergy
Corporation, and the assignments thereof
CitiPower CitiPower Ltd. - an electric distribution
company serving Melbourne, Australia, and
surrounding suburbs, which was acquired by
Entergy on January 5, 1996
Council Council of the City of New Orleans,
Louisiana
Entergy Arkansas Entergy Arkansas, Inc., formerly Arkansas
Power & Light
Entergy Corporation Entergy Corporation, a Delaware corporation,
successor to Entergy Corporation, a Florida
Corporation
Entergy Gulf States Entergy Gulf States, Inc., formerly Gulf
States Utilities (including wholly owned
subsidiaries - Varibus Corporation, GSG&T,
Inc., Prudential Oil & Gas, Inc., and
Southern Gulf Railway Company)
Entergy Louisiana Entergy Louisiana, Inc., formerly Louisiana
Power & Light
Entergy Mississippi Entergy Mississippi, Inc., formerly
Mississippi Power & Light
Entergy New Orleans Entergy New Orleans, Inc., formerly New
Orleans Public Service, Inc.
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 Services Entergy Services, Inc.
FASB Financial Accounting Standards Board
FERC Federal Energy Regulatory Commission
Form 10-K The combined Annual Report on Form 10-K for
the year ended December 31, 1995, of
Entergy, Entergy Arkansas, Entergy Gulf
States, Entergy Louisiana, Entergy
Mississippi, Entergy New Orleans, and System
Energy
Grand Gulf 1 Unit No. 1 (nuclear) of the Grand Gulf Plant
KWh Kilowatt-hour(s)
LPSC Louisiana Public Service Commission
Merger The combination transaction, consummated on
December 31, 1993, by which Entergy Gulf
States 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
MPSC Mississippi Public Service Commission
MWh Megawatt-hour(s)
NRC Nuclear Regulatory Commission
operating companies Entergy Arkansas, Entergy Gulf States,
Entergy Louisiana, Entergy Mississippi, and
Entergy New Orleans, collectively
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
PURPA Public Utility Regulatory Policies Act
River Bend River Bend Nuclear Plant, owned 70% by
Entergy Gulf States
SEC Securities and Exchange Commission
SFAS Statement of Financial Accounting Standards
as promulgated by the Financial Accounting
Standards Board
System Energy System Energy Resources, Inc.
System Fuels System Fuels, Inc.
System or Entergy Entergy Corporation and its various direct
and indirect subsidiaries
Waterford 3 Unit No. 3 (nuclear) of the Waterford Plant
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
Entergy Mississippi, Entergy New Orleans, and System Energy
Cash Flows
Net cash flow from operations for Entergy Corporation, the
operating companies, and System Energy for the three months ended
March 31, 1996 and 1995, was as follows:
Three Months Three Months
Company Ended 3/31/96 Ended 3/31/95
(In Millions)
Entergy Corporation $268.3 $275.6
Entergy Arkansas $111.8 $124.8
Entergy Gulf States $ 34.8 $129.9
Entergy Louisiana $ 88.7 $103.7
Entergy Mississippi $ 29.7 $ 51.8
Entergy New Orleans $ (2.9) $ 18.6
System Energy $ 67.7 $(26.2)
For the first quarter of 1996, Entergy Gulf States' and Entergy
Louisiana's net cash flow from operations decreased due primarily to
higher accounts receivable balances in the three months ended March
31, 1996 than in the same period in 1995, as a result of increased
sales in 1996. In addition, Entergy Gulf States had a greater amount
of under-recovered fuel costs in the first quarter of 1996 compared
to the same period in 1995. An increase in Entergy Mississippi's
under-recovered Grand Gulf 1 costs slightly offset by higher sales
resulted in an overall decrease in Entergy Mississippi's cash flow
from operations for the first quarter of 1996. Entergy Mississippi's
accounts receivable balances were higher for the first quarter of
1996 compared to the same period in 1995, also contributing to the
decrease. For the first quarter of 1996, Entergy New Orleans'
prepayment of certain ad valorem taxes, in addition to an increase in
under-recovered fuel cost, resulted in a decrease in its cash flow
from operations. System Energy's net cash flow from operations
increased for the first quarter of 1996, due primarily to refunds
made to associated companies in 1995 resulting from a FERC audit
settlement in 1994.
Financing Sources
As discussed in Note 8, on January 5, 1996, Entergy acquired
CitiPower for approximately $1.2 billion. The acquisition was funded
by a $294 million equity investment, while the remainder was funded
by the issuance of non-recourse debt. Entergy funded the majority of
the equity portion of the investment with funds borrowed from a $300
million line of credit. Excluding the CitiPower investment, 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
for the first three months of 1996. Entergy's ability to fund most
of its capital requirements with cash from operations results from
continued efforts to streamline operations and to reduce costs, as
well as from collections under rate phase-in plans that exceed
current cash requirements for the related costs. (In the income
statement, these revenue collections are offset by the amortization
of previously deferred costs so that there is no effect on net
income.) The operating companies and System Energy have the ability,
subject to regulatory approval, to meet capital requirements through
future debt or preferred stock issuances, as discussed below. In
addition, to the extent market interest and dividend rates allow, the
operating companies and System Energy will refinance high-cost debt
and preferred stock prior to maturity.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
In April 1996, Entergy Corporation filed for authorization from
the SEC to issue and sell up to 10 million additional shares of
common stock through March 2001, under a new dividend reinvestment
plan. SEC authorization is not expected until mid-1996.
Entergy Corporation periodically reviews its capital structure
to determine its future needs for debt and equity financing. Certain
agreements and restrictions limit the amount of mortgage bonds and
preferred stock that can be issued by the operating companies and
System Energy. Based on the most restrictive applicable tests as of
March 31, 1996, and assumed annual interest or dividend rates of
8.75% for bonds and 8.25% for preferred stock, each of the operating
companies and System Energy could have issued mortgage bonds or
preferred stock up to the following amounts:
Mortgage Preferred
Company Bonds Stock
------------------- ------------ -------------
(In Millions)
Entergy Arkansas $ 354 $ 576
Entergy Gulf States (a) (a)
Entergy Louisiana $ 49 $ 821
Entergy Mississippi $ 261 $ 334
Entergy New Orleans $ 52 $ 190
System Energy $ 121 (b)
(a) Entergy Gulf States was precluded from issuing mortgage bonds and
preferred stock under its earnings coverage tests at March 31,
1996.
(b) System Energy's charter does not provide for the issuance
of preferred stock.
In addition to these amounts, the operating companies and System
Energy have the ability, subject to certain conditions, to issue
bonds against retired bonds. Such amounts may be significant and, in
some cases, no earnings coverage test is required. As a result of
the River Bend rate deferrals being written off in the first quarter
of 1996 (see Note 7), Entergy Gulf States is currently precluded from
issuing first mortgage bonds under its earnings coverage test and
issuing preferred stock under its charter. However, Entergy Gulf
States has the ability to issue up to approximately $598 million of
first mortgage bonds against previously retired bonds. Entergy Gulf
States has no earnings coverage limitations on the issuance of
preference stock. Entergy Arkansas may also issue preferred stock to
refund outstanding preferred stock without meeting an earnings
coverage test.
The operating companies and System Energy have SEC authorization
to effect short-term borrowings. See Note 4 to Entergy's Form 10-K
for information on the operating companies' and System Energy's short-
term borrowing authorizations and bank lines of credit. At March 31,
1996, outstanding short-term borrowings from the Money Pool were as
follows (in millions):
Company Money Pool
Entergy Louisiana $48.0
Entergy Mississippi $17.4
Entergy Operations $ 7.6
Entergy Services $27.8
System Fuels $25.0
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
LIQUIDITY AND CAPITAL RESOURCES
In addition, Entergy Services and System Fuels had $22 million
and $30 million, respectively, outstanding on their respective
available bank lines of credit of $34 million and $45 million at
March 31, 1996. Entergy Corporation had $270 million outstanding on
its $300 million bank credit facility at March 31, 1996, of which
$230 million was used for the acquisition of CitiPower in January
1996.
Financing Uses
As discussed in Part I of Entergy's Form 10-K, Entergy
Corporation has been expanding its investments in nonregulated
business opportunities overseas and in the United States. As of
March 31, 1996, Entergy Corporation had invested $865.4 million in
equity capital (reduced by $172 million of accumulated losses) in
nonregulated businesses, which includes the acquisition of CitiPower.
In addition to investing in nonregulated businesses, Entergy
Corporation's capital requirements result from periodically investing
in, or making loans to, its subsidiaries, and sustaining its
dividends. To meet such capital requirements, Entergy Corporation
will utilize internally generated funds, cash on hand, funds
remaining on its $300 million credit facility, and other bank
financings as may be required. Entergy Corporation receives funds
through dividend payments from its domestic utility subsidiaries.
During the first quarter of 1996, such common stock dividend payments
from subsidiaries totaled $48.7 million. Due to its weakened
financial position, Entergy Gulf States has not paid common stock
dividends since the third quarter of 1994. Entergy Gulf States is
not currently expected to pay common stock dividends during 1996.
Entergy Corporation paid $99.7 million of dividends on its common
stock during the first quarter of 1996. Declarations of dividends on
common stock are made at the discretion of Entergy Corporation's
Board of Directors. It is anticipated that management will not
recommend future dividend increases to the Board unless such
increases are justified by sustained earnings growth of Entergy
Corporation and its subsidiaries. See Note 7 to Entergy's Form 10-K
for information on dividend restrictions.
Entergy Corporation and Entergy Gulf States
See Notes 1 and 2 regarding River Bend rate appeals and
litigation with Cajun. Adverse rulings in the River Bend rate appeal
could result in approximately $286 million of potential write-offs
(net of tax) and $188 million in refunds of previously collected
revenue. Such write-offs and charges could result in additional
substantial net losses being reported in the future by Entergy
Corporation and Entergy Gulf States, with resulting adverse
adjustments to common equity of Entergy Corporation and Entergy Gulf
States. Adverse resolution of these matters could adversely affect
Entergy Gulf States' ability to obtain financing, which in turn could
affect Entergy Gulf States' liquidity and ability to pay dividends.
Although Entergy Corporation's common shareholders have experienced
some dilution in earnings as a result of the Merger, Entergy believes
that the Merger will ultimately be beneficial to common shareholders
in terms of strategic benefits as well as economies and efficiencies
produced.
Entergy Corporation and System Energy
Under the Capital Funds Agreement, Entergy Corporation has
agreed to supply to System Energy sufficient capital to maintain
System Energy's equity capital at a minimum of 35% of its total
capitalization (excluding short-term debt), to permit the continued
commercial operation of Grand Gulf 1, and to pay in full all
indebtedness for borrowed money of System Energy when due under any
circumstances. In addition, under supplements to the Capital Funds
Agreement assigning System Energy's rights as security for specific
debt of System Energy, Entergy Corporation has agreed to make cash
capital contributions, if required, to enable System Energy to make
payments on such debt when due. The Capital Funds Agreement can be
terminated by the parties thereto, subject to consent of certain
creditors.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
SIGNIFICANT FACTORS AND KNOWN TRENDS
Competition and Industry Challenges
See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -
SIGNIFICANT FACTORS AND KNOWN TRENDS" in Entergy's Form 10-K for a
discussion of the increasing competitive pressures facing Entergy
and the electric utility industry.
On April 24, 1996, FERC issued new rules requiring electric
utilities to open their transmission lines to other power producers.
The rules will take effect sixty days after they are published in the
Federal Register.
Retail and Wholesale Rate Issues
See Note 2 to Entergy's Form 10-K and herein for a discussion of
the ongoing trend of regulatory ordered rate reductions as well as
incentive and performance-based regulation.
Potential Changes in the Electric Utility Industry
Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -
SIGNIFICANT FACTORS AND KNOWN TRENDS" in Entergy's Form 10-K for a
discussion of legislative and regulatory developments relating to the
potential for retail competition in the areas served by the operating
companies.
Significant Industrial Cogeneration Effects
Cogeneration projects developed or considered by certain of
Entergy Gulf States' and Entergy Louisiana's industrial customers
over the last several years have caused Entergy Gulf States and
Entergy Louisiana to develop and secure approval for rate tariffs
lower than those previously approved by the PUCT and LPSC for such
industrial customers. In certain cases, contracts or special tariffs
that use flexible pricing have been negotiated with industrial
customers to keep these customers on the System. The contracts and
tariffs are not at full cost-of-service rates. Although the rates
may fully recover expenses, they provide only a minimal return, if
any, on investment. In the first quarter of 1996, KWh sales to
Entergy Gulf States' and Entergy Louisiana's industrial customers at
less than full cost-of-service rates made up approximately 28% and
40% of Entergy Gulf States' and Entergy Louisiana's total industrial
sales, respectively.
During 1995, Entergy Louisiana received separate notices from
two large industrial customers that they will proceed with proposed
cogeneration projects for the purpose of fulfilling their future
electric energy needs. These customers will continue to purchase
their energy requirements from Entergy Louisiana until their
cogeneration facilities are completed and operational, which is
expected to occur in 1997-1998. After that time, these customers
will still purchase energy from Entergy Louisiana, but at a reduced
level. During the first quarter of 1996, these two customers
represented an aggregate of approximately 18% of Entergy Louisiana's
industrial sales and provided 12% of its total industrial base
revenues.
Domestic and Foreign Energy-Related Investments
Entergy Corporation seeks opportunities to expand its domestic
energy-related businesses that are not regulated by state and local
utility regulatory authorities, as well as foreign energy-related
investments. Such investments are expected to provide returns in
excess of domestic regulated utility investments. These investments
include power development and new technology related to the utility
business. Entergy Corporation's strategy is to identify and pursue
business opportunities that have the potential to earn a greater
return than its regulated utility operations. Refer to "MANAGEMENT'S
FINANCIAL DISCUSSION ANDANALYSIS - LIQUIDITY AND CAPITAL RESOURCES"
for a discussion of Entergy Corporation's investments in domestic and
foreign energy-related businesses. These investments may involve a
greater risk than domestically regulated utility enterprises. In the
first quarter of 1996, Entergy Corporation's investments in domestic
and foreign energy-related investments reduced consolidated net
income by approximately $2.1 million. The power development
investments were profitable during the first quarter of 1996 and
management believes that they will generally continue to provide
profits in the current year. However, the income provided by power
development investments was offset by losses experienced by new
technology investments.
Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS -
SIGNIFICANT FACTORS AND KNOWN TRENDS" in Entergy's Form 10-K, and
Note 8, herein, for a discussion of Entergy's major nonregulated
business opportunities and foreign energy-related investments.
ANO Matters
Entergy Operations has made inspections and repairs from time to
time on the boiler tubes in ANO 2's steam generators, which have
experienced cracking. Entergy Operations is gathering information
and assessing various options for the repair or replacement of ANO
2's steam generators. See Note 1 for additional information.
Deregulated Utility Operations
Entergy Gulf States discontinued regulatory accounting
principles in 1989 for its wholesale jurisdiction and steam
department and in 1991 for the Louisiana deregulated portion of River
Bend. The recent improving trend in net income from these operations
continued during the first quarter of 1996 when the related operating
income was $6.2 million compared to $1.2 million for the fiscal year
ended 1995.
The improvement in net income from deregulated operations in the
first quarter of 1996 was due to increased revenues and reduced
operation and maintenance expenses, partially offset by increased
income taxes. Refer to Entergy Gulf States' Results of Operations
for discussion of these trends. The future impact of the deregulated
utility operations on Entergy's and Entergy Gulf States' results of
operations and financial position will depend on future operating
costs, the future efficiency and availability of generating units,
and the future market prices for energy over the remaining life of
the assets. Entergy expects the performance of its deregulated
utility operations to continue to improve due to on-going reductions
in operation and maintenance expenses. The deregulated operations
will be subject to the requirements of SFAS 121, as discussed in Note
7, in determining the recognition of any asset impairment.
Property Tax Exemptions
As discussed in "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
- - SIGNIFICANT FACTORS AND KNOWN TRENDS" in Entergy's Form 10-K,
Waterford 3's local property tax exemption expired in December 1995
and River Bend's local property tax exemption will expire in December
1996. In a March 1996 LPSC order, Entergy Louisiana was permitted to
defer the estimated Waterford 3 property tax from January 1996
through June 1996. The order allows for the recovery of the property
tax and also for the recovery, from July 1996 through June 1997, of
the related deferral. In April 1996, Louisiana authorities set
Waterford 3's 1996 property tax at $20.8 million.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
SIGNIFICANT FACTORS AND KNOWN TRENDS
Environmental Issues
Entergy Gulf States has been notified by the U. S. Environmental
Protection Agency (EPA) that it has been designated as a potentially
responsible party for the clean-up of certain hazardous waste
disposal sites. See Note 1 for additional information.
As a consequence of rules for solid waste regulation issued by
the Louisiana Department of Environmental Quality in 1993, Entergy
Louisiana is upgrading or closing certain of its power plant
wastewater impoundments. See Note 1 for additional information.
Accounting Issues
Continued Application of SFAS 71 - As a result of the Energy
Policy Act, the actions of regulatory commissions, and other factors,
the electric utility industry is moving toward a combination of
competition and a modified regulatory environment. The System's
financial statements currently reflect, for the most part, assets and
costs based on existing cost-based ratemaking regulations in
accordance with SFAS 71, "Accounting for the Effects of Certain Types
of Regulation" (SFAS 71). Continued applicability of SFAS 71 to the
System's financial statements requires that rates set by an
independent regulator on a cost-of-service basis can actually be
charged to and collected from customers.
In the event that all or a portion of a utility's operations
cease to meet those criteria for various reasons, including
deregulation, a change in the method of regulation, or a change in
the competitive environment for the utility's regulated services, the
utility should discontinue application of SFAS 71 for the relevant
portion of its obligations. The discontinuation should be reported
by elimination from the balance sheet of the effects of any actions
of regulators recorded as regulatory assets and liabilities.
As of March 31, 1996, and for the foreseeable future, the
System's financial statements continue to follow SFAS 71, except for
certain portions of Entergy Gulf States' business.
Accounting for Decommissioning Costs -. In February 1996, the
FASB issued an exposure draft of a proposed SFAS addressing the
accounting for decommissioning costs of nuclear generating units as
well as liabilities related to the closure and removal of all long-
lived assets. See Note 1 for a discussion of proposed changes in the
accounting for decommissioning/closure costs and the potential impact
of these changes on Entergy.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
ENTERGY
Net Income
Consolidated net income decreased for the three months ended
March 31, 1996 due to the $174 million net of tax write-off of River
Bend rate deferrals pursuant to SFAS 121 and the cumulative effect of
the prior year change in accounting method for incremental nuclear
refueling outage maintenance costs at Entergy Arkansas. Excluding the
above mentioned items, net income would have increased $32.4 million
in the first quarter of 1996 due primarily to increased energy sales
to retail customers.
Significant factors affecting the results of operations and
causing variances between the three months ended March 31, 1996, and
1995 are discussed under "Revenues and Sales" and "Expenses" below.
Revenues and Sales
Detailed below are Entergy's electric revenues associated with
its domestic regulated operations by source and KWh sales for the
three months ended March 31, 1996, and 1995:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Months Ended Increase/
Description 1996 1995 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 507.1 $ 441.5 $ 65.6 15
Commercial 354.5 324.7 29.8 9
Industrial 460.3 414.1 46.2 11
Governmental 38.7 35.1 3.6 10
-------- -------- -------
Total retail 1,360.6 1,215.4 145.2 12
Sales for resale 90.1 70.0 20.1 29
Other (37.6) (7.9) (29.7) 376
-------- -------- -------
Total $1,413.1 $1,277.5 $ 135.6 11
======== ======== =======
Billed Electric Energy
Sales (Millions of KWh):
Residential 6,667 5,860 807 14
Commercial 4,792 4,473 319 7
Industrial 10,445 10,035 410 4
Governmental 556 539 17 3
-------- -------- --------
Total retail 22,460 20,907 1,553 7
Sales for resale 2,575 1,844 731 40
-------- -------- --------
Total 25,035 22,751 2,284 10
======== ======== ========
</TABLE>
Electric operating revenues increased for the three months ended
March 31, 1996, as a result of higher fuel adjustment revenues, which
do not affect net income, and increases in retail sales and sales for
resale, partially offset by rate reductions at Entergy Louisiana and
Entergy New Orleans. Cold weather in 1996 and non-weather related
volume growth contributed to the increase in retail electric
operating revenues. The increase in sales for resale was primarily
the result of increased energy sales outside of Entergy's service
area.
<PAGE>
ENTERGY CORPORATION AND S.UBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
The changes in electric operating revenues associated with
Entergy's domestic regulated operations for the three months ended
March 31, 1996, are as follows:
Three Months Ended
Description Increase/(Decrease)
(In Millions)
Change in base revenues $(26.0)
Rate riders 2.6
Fuel cost recovery 101.5
Sales volume/weather 67.1
Other revenue (including unbilled) (29.7)
Sales for resale 20.1
--------
Total $135.6
========
Gas operating revenues increased for the three months ended
March 31, 1996, because of increased sales related to colder than
normal winter weather and increased fuel adjustment revenues.
Nonregulated and foreign-energy related business revenues
increased for the three months ended March 31, 1996, as a result of
the January 1996 acquisition of CitiPower. See Note 8 for additional
information regarding CitiPower.
Expenses
Operating expenses for the three months ended March 31, 1996,
include the operating expenses of CitiPower, which are not included
in the prior year financial statements. See Note 8 for additional
information regarding CitiPower.
Excluding the operating expenses of CitiPower, Entergy's
operating expenses increased for the three months ended March 31,
1996, due primarily to increased fuel and purchased power expenses,
depreciation and decommissioning expenses, and higher income tax
expense. These increases were offset in part by lower operating and
maintenance expenses and the effect of certain rate deferrals. Fuel
and purchased power expenses increased as a result of the increase in
energy sales as discussed above. Depreciation and decommissioning
expenses increased as a result of increased depreciation rates and
decommissioning costs as reflected in the 1995 System Energy/FERC
rate increase filing. Income tax expenses increased primarily due to
higher pretax income excluding the River Bend rate deferral write-off
and the prior year change in accounting method. In addition, taxes
other than income taxes increased primarily due to the expiration of
Waterford 3's local property tax exemption in December 1995.
Other operation and maintenance expenses decreased for the three
months ended March 31, 1996, due to lower payroll related expenses,
resulting from restructuring programs, as discussed in Note 6, in
addition to ongoing operating efficiency improvement programs
throughout Entergy. The deferral of Waterford 3 local property
taxes, the deferral of a portion of the proposed System Energy rate
increase at Entergy Mississippi and Entergy New Orleans, and the
deferral of least cost planning expenses at Entergy New Orleans
resulted in a reduction to Entergy's operating expenses in 1996.
Other Income decreased for the three months ended March 31,
1996, as a result of the write-off of River Bend rate deferrals
pursuant to SFAS 121, as discussed in Note 7.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Interest charges increased for the three months ended March 31,
1996, due primarily to interest on long-term debt related to the
investment in CitiPower and borrowings by Entergy Corporation from
the $300 million line of credit, which were used to fund the
acquisition of CitiPower. Excluding these increases, interest expense
decreased $4.5 million due to ongoing retirement and refinancing of
high cost debt at the operating companies.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME (LOSS)
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
------- -------
(In Thousands, Except
Share Data)
Operating Revenues:
Electric $1,413,068 $1,277,490
Natural gas 57,473 40,670
Steam products 15,578 10,632
Nonregulated and foreign energy-related 112,873 8,608
businesses
---------- ----------
Total 1,598,992 1,337,400
---------- ----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 375,764 288,960
Purchased power 158,157 82,509
Nuclear refueling outage expenses 14,209 19,014
Other operation and maintenance 353,212 359,593
Depreciation, amortization, and 194,567 170,480
decommissioning
Taxes other than income taxes 88,971 76,635
Income taxes 62,586 29,621
Rate deferrals (19,802) -
Amortization of rate deferrals 91,511 81,768
---------- ----------
Total 1,319,175 1,108,580
---------- ----------
Operating Income 279,817 228,820
---------- ----------
Other Income (Deductions):
Allowance for equity funds used
during construction 2,558 2,494
Write-off of River Bend rate deferrals (194,498) -
Miscellaneous - net 10,778 17,556
Income taxes 14,906 (6,619)
---------- ----------
Total (166,256) 13,431
---------- ----------
Interest Charges:
Interest on long-term debt 172,843 160,631
Other interest - net 11,847 8,990
Allowance for borrowed funds used
during construction (2,138) (2,197)
Preferred and preference dividend
requirements of
subsidiaries and other 18,081 19,850
---------- ----------
Total 200,633 187,274
---------- ----------
Income (Loss) before the Cumulative Effect
of Accounting Change (87,072) 54,977
Cumulative Effect of Accounting
Change (net of income taxes) - 35,415
---------- --------
Net Income (Loss) ($87,072) $90,392
========== ========
Earnings (Loss) per average common share
before cumulative effect of
accounting change ($0.38) $0.24
Earnings (Loss) per average common share ($0.38) $0.40
Dividends declared per common share $0.90 $0.90
Average number of common shares
outstanding 227,780,604 227,415,009
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
-------- --------
(In Thousands)
Operating Activities:
Net income (loss) ($87,072) $90,392
Noncash items included in net income (loss):
Write-off of River Bend rate deferrals 194,498 -
Cumulative effect of a change in accounting principle - (35,415)
Change in rate deferrals/excess capacity-net 105,388 81,057
Depreciation, amortization, and decommissioning 194,567 170,480
Deferred income taxes and investment tax credits (45,013) (20,030)
Allowance for equity funds used during (2,558) (2,494)
construction
Changes in working capital:
Receivables 37,148 104,230
Fuel inventory 23,212 (9,605)
Accounts payable (32,984) (70,433)
Taxes accrued 65,289 63,030
Interest accrued (65,276) (13,246)
Other working capital accounts (81,209) (33,005)
Decommissioning trust contributions (12,146) (5,666)
Provision for estimated losses and reserves 5,667 11,314
Other (31,202) (55,028)
----------- --------
Net cash flow provided by operating activities 268,309 275,581
----------- --------
Investing Activities:
Construction/capital expenditures (131,435) (108,367)
Allowance for equity funds used during construction 2,558 2,494
Nuclear fuel purchases (65,430) (9,672)
Proceeds from sale/leaseback of nuclear fuel 46,872 39,440
Acquisition of CitiPower (1,156,112) -
Investment in nonregulated/nonutility properties (5,171) (23,246)
----------- --------
Net cash flow used in investing activities (1,308,718) (99,351)
----------- --------
Financing Activities:
Proceeds from the issuance of:
First mortgage bonds 198,250 -
General and refunding mortgage bonds 39,608 -
Bank notes and other long-term debt 946,167 -
Retirement of:
First mortgage bonds (133,687) (20,825)
General and refunding mortgage bonds - (29,200)
Other long-term debt (92,744) (25)
Redemption of preferred stock (19,704) (24,250)
Changes in short-term borrowings - net 277,000 (38,625)
Common stock dividends paid (99,714) (101,969)
----------- --------
Net cash flow provided by (used in) financing 1,115,176 (214,894)
activities
----------- --------
Effect of exchange rates on cash and cash equivalents 40 -
Net increase (decrease) in cash and cash equivalents 74,807 (38,664)
Cash and cash equivalents at beginning of period 533,590 613,907
----------- --------
Cash and cash equivalents at end of period $608,397 $575,243
=========== ========
</TABLE>
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
-------- --------
(In Thousands)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $239,354 $172,220
Income taxes $12,032 $2,564
Noncash investing and financing activities:
Capital lease obligations incurred - $27,804
Change in unrealized appreciation/depreciation of
decommissioning trust assets ($4,265) $9,972
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
ASSETS
Utility Plant:
Electric $22,332,245 $21,698,593
Plant acquisition adjustment - GSU 467,623 471,690
Electric plant under leases 676,275 675,425
Property under capital leases - electric 140,400 145,146
Natural gas 167,919 166,872
Steam products 77,558 77,551
Construction work in progress 539,412 482,950
Nuclear fuel under capital leases 296,514 312,782
Nuclear fuel 67,500 49,100
----------- -----------
Total 24,765,446 24,080,109
Less - accumulated depreciation and 8,413,266 8,259,318
amortization
----------- -----------
Utility plant - net 16,352,180 15,820,791
----------- -----------
Other Property and Investments:
Decommissioning trust funds 295,618 277,716
Other 454,572 434,619
----------- -----------
Total 750,190 712,335
----------- -----------
Current Assets:
Cash and cash equivalents:
Cash 38,979 42,822
Temporary cash investments - at cost,
which approximates market 392,248 490,768
Special deposits 177,170 -
----------- -----------
Total cash and cash equivalents 608,397 533,590
Notes receivable 6,087 6,907
Accounts receivable:
Customer (less allowance for doubtful accounts of
$8.2 million in 1996 and $7.1 million in 1995) 353,939 333,343
Other 67,118 59,176
Accrued unbilled revenues 283,916 293,461
Deferred fuel 70,099 25,924
Fuel inventory - at average cost 98,955 122,167
Materials and supplies - at average cost 355,712 345,330
Rate deferrals 422,760 420,221
Prepayments and other 160,297 175,121
----------- -----------
Total 2,427,280 2,315,240
----------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 733,902 1,033,282
SFAS 109 regulatory asset - net 1,199,525 1,279,495
Unamortized loss on reacquired debt 223,187 224,131
Other regulatory assets 376,162 329,397
Long-term receivables 225,130 224,726
Citipower license (net of $3.3 million of 616,947 -
amortization)
Other 344,750 326,533
----------- -----------
Total 3,719,603 3,417,564
----------- -----------
TOTAL $23,249,253 $22,265,930
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $.01 par value, authorized 500,000,000
shares; issued 230,017,485 shares $ 2,300 $ 2,300
Paid-in capital 4,201,117 4,201,483
Retained earnings 2,042,902 2,335,579
Cumulative foreign currency translation adjustment 17,255 -
Less - treasury stock (1,983,639 shares in 1996 and
2,251,318 in 1995) 59,961 67,642
----------- -----------
Total common shareholders' equity 6,203,613 6,471,720
Subsidiary's preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 233,755 253,460
Long-term debt 7,637,897 6,777,124
----------- -----------
Total 14,776,220 14,203,259
----------- -----------
Other Noncurrent Liabilities:
Obligations under capital leases 285,717 303,664
Other 348,071 326,804
----------- -----------
Total 633,788 630,468
----------- -----------
Current Liabilities:
Currently maturing long-term debt 715,568 558,650
Notes payable 322,667 45,667
Accounts payable 468,047 460,379
Customer deposits 146,481 140,054
Taxes accrued 273,117 207,828
Accumulated deferred income taxes 97,427 72,847
Interest accrued 130,321 195,445
Dividends declared 109,970 12,194
Obligations under capital leases 150,799 151,140
Other 210,889 247,039
----------- -----------
Total 2,625,286 2,091,243
----------- -----------
Deferred Credits:
Accumulated deferred income taxes 3,631,832 3,777,644
Accumulated deferred investment tax credits 605,796 612,701
Other 976,331 950,615
----------- -----------
Total 5,213,959 5,340,960
----------- -----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $23,249,253 $22,265,930
============ ============
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY ARKANSAS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income decreased for the three months ended March 31, 1996,
due primarily to the one-time recording in 1995 of the cumulative
effect of the change in accounting method for incremental nuclear
refueling outage maintenance costs. Excluding the above mentioned
item, net income would have increased $8.6 million for the three
months ended March 31, 1996, due primarily to an increase in sales
for resale and retail energy sales.
Significant factors affecting the results of operations and
causing variances between the three months ended March 31, 1996, and
1995 are discussed under "Revenues and Sales" and "Expenses" below.
Revenues and Sales
Detailed below are Entergy Arkansas' operating revenues by
source and KWh sales for the three months ended March 31, 1996, and
1995:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Monthe Ended Increase/
Description 1996 1995 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 132.2 $ 124.2 $ 8.0 6
Commercial 70.6 68.3 2.3 3
Industrial 77.7 77.6 0.1 -
Governmental 4.1 4.0 0.1 2
------- ------- -------
Total retail 284.6 274.1 10.5 4
Sales for resale
Associated companies 59.8 29.1 30.7 105
Non-associated companies 48.8 38.6 10.2 26
Other (10.1) (2.2) (7.9) *
------- ------- -------
Total $ 383.1 $ 339.6 $ 43.5 13
======= ======= =======
Billed Electric Energy
Sales (Millions of KWh):
Residential 1,571 1,426 145 10
Commercial 996 947 49 5
Industrial 1,525 1,439 86 6
Governmental 56 53 3 6
------- ------- -------
Total retail 4,148 3,865 283 7
Sales for resale
Associated companies 2,654 1,359 1,295 95
Non-associated companies 1,674 956 718 75
------- ------- -------
Total 8,476 6,180 2,296 37
======= ======= =======
</TABLE>
* Greater than 200%.
Electric operating revenues increased for the three months ended
March 31, 1996, primarily due to increased sales for resale to
associated companies, caused by changes in generation availability
and requirements among the operating companies. The increase in
retail energy sales resulted from increased customers and associated
usage, while the remainder resulted from colder than normal weather.
<PAGE>
ENTERGY ARKANSAS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
The changes in electric operating revenues for the three months
ended March 31, 1996, are as follows:
Three Months Ended
Description Increase/(Decrease)
(In Millions)
Change in base revenues $(3.2)
Rate riders (1.8)
Fuel cost recovery (1.8)
Sales volume/weather 12.3
Other revenue (including unbilled) (2.9)
Sales for resale 40.9
-----
Total $43.5
=====
Expenses
Operating expenses increased for the three months ended March
31, 1996, due to an increase in fuel, purchased power, and income tax
expenses partially offset by a decrease in other operation and
maintenance expenses. The increase in fuel and purchased power
expenses is largely due to an increase in generation and purchases
related to the increase in sales for resale in the first three months
of 1996. Income tax expense increased because of higher pretax
income. The decrease in other operation and maintenance expenses is
primarily the result of work and materials associated with non-outage
related maintenance during ANO 1's refueling outage, which began in
mid-February 1995 and lasted through the first quarter of 1995. In
addition, ANO 2 underwent a 30 day mid-cycle outage during the first
three months of 1995, which also required additional work and
materials.
ENTERGY ARKANSAS, INC.
STATEMENTS OF INCOME
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
------- -------
Operating Revenues $383,081 $339,596
-------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 65,200 41,167
Purchased power 98,625 81,747
Nuclear refueling outage expenses 7,542 9,185
Other operation and maintenance 83,265 93,658
Depreciation, amortization, and 41,030 39,352
decommissioning
Taxes other than income taxes 9,018 10,111
Income taxes 3,591 (3,339)
Amortization of rate deferrals 36,446 38,033
-------- --------
Total 344,717 309,914
-------- --------
Operating Income 38,364 29,682
------- -------
Other Income (Deductions):
Allowance for equity funds used
during construction 1,090 915
Miscellaneous - net 8,239 15,532
Income taxes (3,228) (6,097)
-------- --------
Total 6,101 10,350
-------- --------
Interest Charges:
Interest on long-term debt 24,835 26,933
Other interest - net 1,027 3,116
Allowance for borrowed funds used
during construction (665) (731)
-------- --------
Total 25,197 29,318
-------- --------
Income before the Cumulative Effect of
Accounting Change 19,268 10,714
Cumulative Effect of Accounting
Change (net of income taxes) - 35,415
-------- --------
Net Income 19,268 46,129
Preferred Stock Dividend Requirements
and Other 4,458 4,561
-------- --------
Earnings Applicable to Common Stock $ 14,810 $ 41,568
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY ARKANSAS, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
-------- --------
(In Thousands)
Operating Activities:
Net income $19,268 $46,129
Noncash items included in net income:
Cumulative effect of a change in accounting principle - (35,415)
Change in rate deferrals/excess capacity-net 35,953 30,665
Depreciation, amortization, and decommissioning 41,030 39,352
Deferred income taxes and investment tax credits (18,102) (2,071)
Allowance for equity funds used during construction (1,090) (915)
Changes in working capital:
Receivables 24,582 37,541
Fuel inventory 3,174 (14,460)
Accounts payable (3,762) 32,917
Taxes accrued 26,025 8,488
Interest accrued (14,743) 636
Other working capital accounts 2,326 (35,323)
Decommissioning trust contributions (4,140) (2,386)
Provision for estimated losses and reserves 529 2,968
Other 733 16,716
-------- --------
Net cash flow provided by operating activities 111,783 124,842
-------- --------
Investing Activities:
Construction expenditures (32,250) (41,651)
Allowance for equity funds used during construction 1,090 915
Nuclear fuel purchases (19,081) (76)
Proceeds from sale/leaseback of nuclear fuel 18,470 76
-------- --------
Net cash flow used in investing activities (31,771) (40,736)
-------- --------
Financing Activities:
Proceeds from issuance of first mortgage bonds 84,256 -
Retirement of first mortgage bonds (30,437) (400)
Redemption of preferred stock - (5,000)
Dividends paid:
Common stock - (32,800)
Preferred stock (8,917) (4,727)
-------- --------
Net cash flow provided by (used in) 44,902 (42,927)
financing activities
-------- --------
Net increase in cash and cash equivalents 124,914 41,179
Cash and cash equivalents at beginning of period 11,798 80,756
-------- --------
Cash and cash equivalents at end of period $136,712 $121,935
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $37,479 $25,916
Income taxes $6,460 -
Noncash investing and financing activities:
Capital lease obligations incurred - $76
Change in unrealized appreciation/depreciation of
decommissioning trust assets ($4,363) $6,234
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY ARKANSAS, INC.
BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
ASSETS
Utility Plant:
Electric $ 4,445,035 $ 4,438,519
Property under capital leases 46,795 48,968
Construction work in progress 129,400 119,874
Nuclear fuel under capital lease 104,526 98,691
----------- -----------
Total 4,725,756 4,706,052
Less - accumulated depreciation and 1,876,766 1,846,112
amortization
----------- -----------
Utility plant - net 2,848,990 2,859,940
----------- -----------
Other Property and Investments:
Investment in subsidiary companies - 11,122 11,122
at equity
Decommissioning trust fund 173,493 166,832
Other - at cost (less accumulated 5,148 5,085
depreciation)
----------- -----------
Total 189,763 183,039
----------- -----------
Current Assets:
Cash and cash equivalents:
Cash 5,221 7,780
Temporary cash investments - at cost,
which approximates market:
Associated companies 16,524 908
Other 32,797 3,110
Special deposits 82,170 -
----------- -----------
Total cash and cash 136,712 11,798
equivalents
Accounts receivable:
Customer (less allowance for doubtful accounts
of $2.1 million in 1996 and 1995) 67,329 75,445
Associated companies 39,589 40,577
Other 7,418 6,962
Accrued unbilled revenues 77,622 93,556
Fuel inventory - at average cost 54,282 57,456
Materials and supplies - at average cost 76,865 75,030
Rate deferrals 137,011 131,634
Deferred excess capacity 12,295 11,088
Deferred nuclear refueling outage costs 24,213 32,824
Prepayments and other 13,904 15,215
----------- -----------
Total 647,240 551,585
----------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 190,105 228,390
Deferred excess capacity 1,732 5,984
SFAS 109 regulatory asset - net 225,281 219,906
Unamortized loss on reacquired debt 57,805 58,684
Other regulatory assets 72,344 68,160
Other 29,741 28,727
----------- -----------
Total 577,008 609,851
----------- -----------
TOTAL $ 4,263,001 $ 4,204,415
============ ============
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY ARKANSAS, INC.
BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $0.01 par value, authorized
325,000,000 shares; issued and outstanding
46,980,196 shares $ 470 $ 470
Paid-in capital 590,794 590,844
Retained earnings 491,896 492,386
----------- -----------
Total common shareholder's equity 1,083,160 1,083,700
Preferred stock:
Without sinking fund 176,350 176,350
With sinking fund 49,027 49,027
Long-term debt 1,250,122 1,281,203
----------- -----------
Total 2,558,659 2,590,280
----------- -----------
Other Noncurrent Liabilities:
Obligations under capital leases 96,641 93,574
Other 71,503 67,444
----------- -----------
Total 168,144 161,018
----------- -----------
Current Liabilities:
Currently maturing long-term debt 115,870 28,700
Notes payable 667 667
Accounts payable:
Associated companies 40,880 42,156
Other 117,764 120,250
Customer deposits 19,347 18,594
Taxes accrued 66,184 40,159
Accumulated deferred income taxes 59,814 48,992
Interest accrued 15,497 30,240
Dividends declared 15,300 4,458
Co-owner advances 29,858 34,450
Deferred fuel cost 21,050 17,837
Obligations under capital leases 54,678 54,697
Other 21,103 26,238
----------- -----------
Total 578,012 467,438
----------- -----------
Deferred Credits:
Accumulated deferred income taxes 801,114 823,471
Accumulated deferred investment tax credits 111,737 112,890
Other 45,335 49,318
----------- -----------
Total 958,186 985,679
----------- -----------
Commitments and Contingencies (Note 1)
TOTAL $ 4,263,001 $ 4,204,415
============ ============
See Notes to Financial Statements.
</TABLE>
<PAGE>
<PAGE>
ENTERGY GULF STATES, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income decreased for the three months ended March 31, 1996,
due to the $174 million net of tax write-off of River Bend rate
deferrals required by the adoption of SFAS 121. Excluding the write-
off, net income for the three months ended March 31, 1996, would have
increased $19 million primarily due to increased electric retail
energy sales, partially offset by increased income tax expenses.
Significant factors affecting the results of operations and
causing variances between the three months ended March 31, 1996, and
1995 are discussed under "Revenues and Sales," "Expenses," and
"Other" below.
Revenues and Sales
Detailed below are Entergy Gulf States' electric operating
revenues by source and KWh sales for the three months ended March 31,
1996, and 1995:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Months Ended Increase/
Description 1996 1995 (Decrease) %
(In Millions)
Electric Department Operating Revenues:
Residential $ 134.7 $ 116.5 $ 18.2 16
Commercial 102.5 92.3 10.2 11
Industrial 160.6 142.3 18.3 13
Governmental 7.0 6.2 0.8 13
--------- -------- --------
Total retail 404.8 357.3 47.5 13
Sales for resale
Associated companies 2.8 10.2 (7.4) (73)
Non-associated companies 19.0 14.8 4.2 28
Other (0.4) (3.5) 3.1 (89)
--------- -------- --------
Total Electric Department $ 426.2 $ 378.8 $ 47.4 13
======== ======== ========
Billed Electric Energy
Sales (Millions of KWh):
Residential 1,825 1,561 264 17
Commercial 1,462 1,342 120 9
Industrial 3,901 3,670 231 6
Governmental 92 88 4 5
------- ------- -----
Total retail 7,280 6,661 619 9
Sales for resale
Associated companies 56 501 (445) (89)
Non-associated companies 500 473 27 6
------- ------- -----
Total Electric Department 7,836 7,635 201 3
Steam Department 416 397 19 5
------- ------- -----
Total 8,252 8,032 220 3
======= ======= =====
</TABLE>
Electric operating revenues increased for the three months ended
March 31, 1996, as a result of higher fuel adjustment revenues, which
do not affect net income, and increased customer usage, partially
attributable to colder winter weather than in the same period of
1995. Other electric revenues decreased due to a settlement with the
United States Department of Energy regarding service and pricing
arrangements.
<PAGE>
ENTERGY GULF STATES, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
The changes in electric operating revenues for the three months
ended March 31, 1996, are as follows:
Three Months Ended
Description Increase/(Decrease)
(In Millions)
Change in base revenues $(2.7)
Fuel cost recovery 33.9
Sales volume/weather 26.8
Other revenue (including unbilled (7.4)
Sales for resale (3.2)
------
Total $ 47.4
======
Gas operating revenues increased for the three months ended
March 31, 1996, primarily due to an increase in residential sales as
a result of colder weather than in the same period of 1995.
Expenses
Operating expenses increased for the three months ended March
31, 1996, as a result of higher fuel expenses, including purchased
power, and higher income taxes. Fuel expenses increased because of
higher gas prices and increased energy requirements resulting from
higher energy sales. Income taxes increased primarily due to higher
pre-tax income for the three months ended March 31, 1996, excluding
the net effect of the write-off of River Bend rate deferrals
discussed below.
Other
Other income decreased due to the write-off of River Bend rate
deferrals pursuant to the adoption of SFAS 121, which became
effective January 1, 1996. See Note 7 for a further discussion.
Income taxes on other income decreased as a result of this write-off.
<PAGE>
ENTERGY GULF STATES, INC.
STATEMENTS OF INCOME (LOSS)
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
------- -------
(In Thousands)
Operating Revenues:
Electric $426,177 $378,791
Natural gas 14,876 9,923
Steam products 15,578 10,632
-------- --------
Total 456,631 399,346
-------- --------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 117,409 114,921
Purchased power 67,834 40,557
Nuclear refueling outage expenses 2,360 3,031
Other operation and maintenance 96,741 101,404
Depreciation, amortization, and 51,251 50,339
decommissioning
Taxes other than income taxes 26,334 25,379
Income taxes 11,983 (162)
Amortization of rate deferrals 17,644 16,506
-------- --------
Total 391,556 351,975
-------- --------
Operating Income 65,075 47,371
-------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 493 251
Write-off of River Bend rate deferrals (194,498) -
Miscellaneous - net 4,940 5,914
Income taxes 18,743 (865)
---------- --------
Total (170,322) 5,300
---------- --------
Interest Charges:
Interest on long-term debt 46,488 48,270
Other interest - net 950 1,010
Allowance for borrowed funds used
during construction (428) (244)
---------- --------
Total 47,010 49,036
---------- --------
Net Income (Loss) (152,257) 3,635
Preferred and Preference Stock
Dividend Requirements and Other 7,219 7,590
---------- --------
Loss Applicable to Common Stock ($159,476) ($3,955)
========== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY GULF STATES, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
-------- --------
(In Thousands)
Net income (loss) ($152,257) $3,635
Noncash items included in net income:
Write-off of River Bend rate deferrals 194,498 -
Change in rate deferrals 17,644 16,506
Depreciation, amortization, and 51,251 50,339
decommissioning
Deferred income taxes and investment tax (6,812) 914
credits
Allowance for equity funds used during (493) (251)
construction
Changes in working capital:
Receivables 8,020 58,324
Fuel inventory 6,822 894
Accounts payable (902) (10,624)
Taxes accrued (6,976) 11,043
Interest accrued (21,462) 4,466
Reserve for rate refund - 10,560
Other working capital accounts (56,512) (4,667)
Decommissioning trust contributions (1,481) (739)
Provision for estimated losses and reserves 2,648 (3,587)
Other 777 (6,925)
-------- --------
Net cash flow provided by operating activities 34,765 129,888
-------- --------
Investing Activities:
Construction expenditures (36,419) (19,136)
Allowance for equity funds used during construction 493 251
Nuclear fuel purchases (22,188) -
Proceeds from sale/leaseback of nuclear fuel 23,375 -
-------- --------
Net cash flow used in investing activities (34,739) (18,885)
-------- --------
Financing Activities:
Proceeds from the issuance of long-term debt 780 2,277
Retirement of first mortgage bonds (20,000) -
Redemption of preferred and preference stock (4,204) (2,250)
Dividends paid on preferred and preference (7,132) (7,514)
stock
-------- --------
Net cash flow used in financing activities (30,556) (7,487)
-------- --------
Net increase (decrease) in cash and cash (30,530) 103,516
equivalents
Cash and cash equivalents at beginning of period 234,604 104,644
-------- --------
Cash and cash equivalents at end of period $204,074 $208,160
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for
interest - net of amount capitalized $66,212 $41,860
Change in unrealized appreciation/depreciation of
decommissioning trust assets - $759
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY GULF STATES, INC.
BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
ASSETS
Utility Plant:
Electric $ 6,962,426 $ 6,942,983
Natural gas 45,782 45,789
Steam products 77,558 77,551
Property under capital leases 76,617 77,918
Construction work in progress 164,427 148,043
Nuclear fuel under capital lease 66,439 69,853
----------- -----------
Total 7,393,249 7,362,137
Less - accumulated depreciation and 2,713,779 2,664,943
amortization
----------- -----------
Utility plant - net 4,679,470 4,697,194
----------- -----------
Other Property and Investments:
Decommissioning trust fund 34,859 32,943
Other - at cost (less accumulated depreciation) 29,230 28,626
----------- -----------
Total 64,089 61,569
----------- -----------
Current Assets:
Cash and cash equivalents:
Cash 7,882 13,751
Temporary cash investments - at cost,
which approximates market:
Associated companies 61,097 46,336
Other 135,095 174,517
----------- -----------
Total cash and cash equivalents 204,074 234,604
Accounts receivable:
Customer (less allowance for doubtful accounts
of $1.6 million in 1996 and 1995) 107,171 110,187
Associated companies 1,391 1,395
Other 16,854 15,497
Accrued unbilled revenues 67,024 73,381
Deferred fuel costs 61,887 31,154
Accumulated deferred income taxes 37,721 43,465
Fuel inventory - at average cost 25,319 32,141
Materials and supplies - at average cost 93,097 91,288
Rate deferrals 95,614 97,164
Prepayments and other 9,676 15,566
----------- -----------
Total 719,828 745,842
----------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 203,222 419,904
SFAS 109 regulatory asset-net 370,522 453,628
Unamortized loss on reacquired debt 59,475 61,233
Other regulatory assets 26,718 27,836
Long-term receivables 225,130 224,727
Other 168,119 169,125
----------- -----------
Total 1,053,186 1,356,453
----------- -----------
TOTAL $ 6,516,573 $ 6,861,058
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY GULF STATES, INC.
BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, no par value, authorized
200,000,000 shares; issued and outstanding
100 shares $ 114,055 $ 114,055
Paid-in capital 1,152,592 1,152,505
Retained earnings 198,228 357,704
----------- -----------
Total common shareholder's equity 1,464,875 1,624,264
Preference stock 150,000 150,000
Preferred stock:
Without sinking fund 136,444 136,444
With sinking fund 83,450 87,654
Long-term debt 2,141,303 2,175,471
----------- -----------
Total 3,976,072 4,173,833
----------- -----------
Other Noncurrent Liabilities:
Obligations under capital leases 105,638 108,078
Other 81,636 78,245
----------- -----------
Total 187,274 186,323
----------- -----------
Current Liabilities:
Currently maturing long-term debt 160,425 145,425
Accounts payable:
Associated companies 42,574 31,349
Other 124,401 136,528
Customer deposits 22,179 21,983
Taxes accrued 30,437 37,413
Interest accrued 35,375 56,837
Nuclear refueling reserve 6,193 22,627
Obligations under capital lease 37,418 37,773
Other 73,031 86,653
----------- -----------
Total 532,033 576,588
----------- -----------
Deferred Credits:
Accumulated deferred income taxes 1,084,204 1,177,144
Accumulated deferred investment tax credits 206,805 208,618
Deferred River Bend finance charges 51,957 58,047
Other 478,228 480,505
----------- -----------
Total 1,821,194 1,924,314
----------- -----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $ 6,516,573 $ 6,861,058
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY LOUISIANA, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income increased for the three months ended March 31, 1996,
due primarily to increased revenues and decreased other operation and
maintenance expenses, partially offset by increased income taxes.
Significant factors affecting the results of operations and
causing variances between the three months ended March 31, 1996, and
1995 are discussed under "Revenues and Sales" and "Expenses" below.
Revenues and Sales
Detailed below are Entergy Louisiana's operating revenues by
source and KWh sales for the three months ended March 31, 1996, and
1995.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Months Ended Increase/
Description 1996 1995 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 135.3 $ 111.9 $ 23.4 21
Commercial 86.0 76.0 10.0 13
Industrial 175.6 148.9 26.7 18
Governmental 8.5 7.7 0.8 10
------- ------- ------
Total retail 405.4 344.5 60.9 18
Sales for resale
Associated companies 0.2 0.2 - -
Non-associated companies 14.5 10.5 4.0 38
Other (2.3) (1.7) (0.6) 35
------- ------- ------
Total $ 417.8 $ 353.5 $ 64.3 18
======= ======= ======
Billed Electric Energy
Sales (Millions of KWh):
Residential 1,826 1,587 239 15
Commercial 1,092 1,019 73 7
Industrial 4,213 4,079 134 3
Governmental 115 110 5 5
------- ------- ------
Total retail 7,246 6,795 451 7
Sales for resale
Associated companies 3 10 (7) (70)
Non-associated companies 233 214 19 9
------- ------- ------
Total 7,482 7,019 463 7
======= ======= ======
</TABLE>
Electric operating revenues increased for the three months ended
March 31, 1996, primarily due to higher fuel adjustment revenues,
which do not affect net income, and higher retail sales, partially
offset by a decrease in rates. Colder weather and increased customer
usage in the first three months of 1996 contributed to the increase
in retail sales. A base rate reduction ordered in the second quarter
of 1995, and a subsequent settlement of related issues during the
fourth quarter of 1995, partially offset the effect of these
increases.
<PAGE>
ENTERGY LOUISIANA, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
The changes in electric operating revenues for the three months
ended March 31, 1996, are as follows:
Three Months Ended
Description Increase/(Decrease)
(In Millions)
Change in base revenues $(13.8)
Fuel cost recovery 54.3
Sales volume/weather 20.4
Other revenue (including unbilled) (0.6)
Sales for resale 4.0
------
Total $64.3
======
Expenses
Operating expenses increased for the three months ended March
31, 1996, due primarily to an increase in fuel and purchased power
expenses, income taxes, and taxes other than income taxes offset by a
decrease in other operation and maintenance expenses and the
recording of rate deferrals in 1996. The increase in fuel and
purchased power is primarily due to increased energy sales as noted
in "Revenues and Sales" above. Income taxes increased for the three
months ended March 31, 1996, because of higher pre-tax income. Taxes
other than income taxes increased as the result of the expiration of
Waterford 3's local property tax exemption in December 1995, and was
offset by the recording of the LPSC-approved rate deferral for these
taxes discussed in Note 2. Other operation and maintenance expenses
decreased for the three months of 1996 due to lower payroll expenses.
Payroll expenses decreased as a result of the restructuring program
announced and accrued for during 1994 and 1995, which included a
reduction in the number of Entergy Louisiana employees throughout
1995 and into 1996.
<PAGE>
ENTERGY LOUISIANA, INC.
STATEMENTS OF INCOME
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
------- -------
(In Thousands)
Operating Revenues $417,767 $353,462
-------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 90,680 52,050
Purchased power 100,875 74,995
Nuclear refueling outage expenses 4,000 4,517
Other operation and maintenance 65,770 73,004
Depreciation, amortization, and 41,741 38,507
decommissioning
Taxes other than income taxes 19,734 15,716
Income taxes 22,528 18,696
Rate deferrals (6,859) -
Amortization of rate deferrals 6,660 6,660
-------- --------
Total 345,129 284,145
-------- --------
Operating Income 72,638 69,317
-------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 277 564
Miscellaneous - net 286 372
Income taxes (26) (25)
-------- --------
Total 537 911
-------- --------
Interest Charges:
Interest on long-term debt 30,717 32,572
Other interest - net 2,336 2,085
Allowance for borrowed funds used
during construction (408) (491)
-------- --------
Total 32,645 34,166
-------- --------
Net Income 40,530 36,062
Preferred Stock Dividend Requirements
and Other 4,915 5,591
-------- --------
Earnings Applicable to Common Stock $35,615 $ 30,471
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY LOUISIANA, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
-------- --------
(In Thousands)
Operating Activities:
Net income $40,530 $36,062
Noncash items included in net income:
Change in rate deferrals 6,660 6,660
Depreciation, amortization, and decommissioning 41,741 38,507
Deferred income taxes and investment tax credits (4,169) (9,077)
Allowance for equity funds used during construction (277) (564)
Changes in working capital:
Receivables 6,447 26,639
Accounts payable (2,740) (25,464)
Taxes accrued 40,406 37,282
Interest accrued (17,143) (7,458)
Other working capital accounts (11,327) 633
Decommissioning trust contributions (4,393) (1,204)
Other (6,997) 1,708
-------- --------
Net cash flow provided by operating activities 88,738 103,724
-------- --------
Investing Activities:
Construction expenditures (26,235) (20,055)
Allowance for equity funds used during 277 564
construction
-------- --------
Net cash flow used in investing activities (25,958) (19,491)
-------- --------
Financing Activities:
Proceeds from the issuance of first mortgage bonds 113,994 -
Retirement of:
First mortgage bonds (35,000) -
Other long-term debt (44) (25)
Redemption of preferred stock (7,500) (7,500)
Changes in short-term borrowings - net (28,468) (7,954)
Dividends paid:
Common stock (14,400) (55,700)
Preferred stock (5,151) (5,491)
-------- --------
Net cash flow provided by (used in) financing 23,431 (76,670)
activities
-------- --------
Net increase in cash and cash equivalents 86,211 7,563
Cash and cash equivalents at beginning of period 34,370 28,718
-------- --------
Cash and cash equivalents at end of period $120,581 $36,281
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $48,555 $40,325
Noncash investing and financing activities:
Capital lease obligations incurred - $75
Change in unrealized appreciation/depreciation of
decommissioning trust assets ($94) $1,294
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY LOUISIANA, INC.
BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
ASSETS
Utility Plant:
Electric $ 4,897,057 $ 4,886,898
Property under capital leases 231,121 231,121
Construction work in progress 95,320 87,567
Nuclear fuel under capital lease 63,516 72,864
Nuclear fuel 1,506 1,506
----------- -----------
Total 5,288,520 5,279,956
Less - accumulated depreciation and 1,774,850 1,742,306
amortization
----------- -----------
Utility plant - net 3,513,670 3,537,650
----------- -----------
Other Property and Investments:
Nonutility property 20,060 20,060
Decommissioning trust fund 43,496 38,560
Investment in subsidiary companies - at equity 14,230 14,230
Other 869 1,113
----------- -----------
Total 78,655 73,963
----------- -----------
Current Assets:
Cash and cash equivalents:
Cash 4,481 3,952
Temporary cash investments - at cost,
which approximates market 21,100 30,418
Special deposits 95,000 -
----------- -----------
Total cash and cash equivalents 120,581 34,370
Accounts receivable:
Customer (less allowance for doubtful accounts of
$1.4 million in 1996 and 1995) 79,780 72,328
Associated companies 1,361 8,033
Other 8,506 8,979
Accrued unbilled revenues 55,378 62,132
Deferred fuel costs 13,984 10,200
Materials and supplies - at average cost 81,375 79,799
Rate deferrals 18,949 25,609
Deferred nuclear refueling outage costs 17,320 21,344
Prepayments and other 9,801 9,118
----------- -----------
Total 407,035 331,912
----------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset - net 303,419 301,520
Unamortized loss on reacquired debt 38,474 39,474
Other regulatory assets 31,998 23,935
Other 24,486 23,069
----------- -----------
Total 398,377 387,998
----------- -----------
TOTAL $ 4,397,737 $ 4,331,523
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY LOUISIANA, INC.
BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $0.01 par value, authorized
250,000,000 shares; issued and outstanding
165,173,180 shares $ 1,088,900 $ 1,088,900
Capital stock expense and other (4,880) (4,836)
Retained earnings 57,564 72,150
----------- -----------
Total common shareholder's equity 1,141,584 1,156,214
Preferred stock
Without sinking fund 160,500 160,500
With sinking fund 92,509 100,009
Long-term debt 1,389,283 1,385,171
----------- -----------
Total 2,783,876 2,801,894
----------- -----------
Other Noncurrent Liabilities:
Obligations under capital leases 35,516 43,362
Other 51,840 50,835
----------- -----------
Total 87,356 94,197
----------- -----------
Current Liabilities:
Currently maturing long-term debt 111,258 35,260
Notes payable
Associated companies 47,991 61,459
Other - 15,000
Accounts payable:
Associated companies 40,695 37,494
Other 63,981 69,922
Customer deposits 57,275 56,924
Taxes accrued 59,018 18,612
Accumulated deferred income taxes 3,403 3,366
Interest accrued 27,059 44,202
Dividends declared 40,713 5,149
Obligations under capital leases 28,000 28,000
Other 7,738 17,397
----------- -----------
Total 487,131 392,785
----------- -----------
Deferred Credits:
Accumulated deferred income taxes 806,422 807,278
Accumulated deferred investment tax credits 144,145 145,561
Deferred interest - Waterford 3 lease obligation 24,145 23,947
Other 64,662 65,861
----------- -----------
Total 1,039,374 1,042,647
----------- -----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $ 4,397,737 $ 4,331,523
============ ============
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY MISSISSIPPI, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income increased for the three months ended March 31, 1996,
primarily due to an increase in electric operating revenues and a
decrease in other operation and maintenance expenses, partially
offset by an increase in income tax expense.
Significant factors affecting the results of operations and
causing variances between the three months ended March 31, 1996, and
1995 are discussed under "Revenues and Sales" and "Expenses" below.
Revenues and Sales
Detailed below are Entergy Mississippi's operating revenues by
source and KWh sales for the three months ended March 31, 1996, and
1995:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Months Ended Increase/
Description 1996 1995 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 77.5 $ 67.1 $ 10.4 15
Commercial 62.3 55.6 6.7 12
Industrial 40.8 40.2 0.6 1
Governmental 6.9 6.5 0.4 6
------- -------- --------
Total retail 187.5 169.4 18.1 11
Sales for resale
Associated companies 13.6 6.6 7.0 106
Non-associated companies 5.3 4.2 1.1 26
Other (2.5) 0.4 (2.9) *
------- -------- --------
Total $ 203.9 $ 180.6 $ 23.3 13
======== ======== ========
Billed Electric Energy
Sales (Millions of KWh):
Residential 1,055 933 122 13
Commercial 777 724 53 7
Industrial 694 723 (29) (4)
Governmental 81 78 3 4
------- -------- --------
Total retail 2,607 2,458 149 6
Sales for resale
Associated companies 269 159 110 69
Non-associated companies 116 141 (25) (18)
------- -------- --------
Total 2,992 2,758 234 8
======== ======== ========
</TABLE>
* - Greater than 200%.
Electric operating revenues increased for the three months ended
March 31, 1996, due to an increase in revenues from the Grand Gulf 1
rate rider, the fuel adjustment clause, and electric sales. In
connection with an annual MPSC review, in October 1995, Entergy
Mississippi's Grand Gulf 1 rate rider was adjusted upward as a result
of its undercollection of Grand Gulf 1 costs. Therefore, Grand Gulf
1 rate rider revenues for the three months ended March 31, 1996, were
greater than revenues for the same period last year. Fuel adjustment
clause revenues increased due to higher fuel costs, as discussed
below. The increase in retail sales volume is primarily attributed
to colder than normal
<PAGE>
ENTERGY MISSISSIPPI, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
weather during the first three months of 1996 compared to the same
period in 1995. Sales for resale, specifically sales to associated
companies, increased primarily due to changes in the generation
requirements and availability among the operating companies.
The changes in electric operating revenues for the three months
ended March 31, 1996, are as follows:
Three Months Ended
Description Increase/(Decrease)
(In Millions)
Change in base revenues $(0.8)
Grand Gulf rate rider 4.2
Fuel cost recovery 8.4
Sales volume/weather 4.6
Other revenue (including unbilled) (1.2)
Sales for resale 8.1
-----
Total $23.3
=====
Expenses
Fuel and purchased power expenses increased for the three months
ended March 31, 1996, due to an increase in the demand for gas caused
by the colder than normal weather and the resulting shortage of this
fuel. The gas shortage in combination with Entergy Mississippi's
need to burn excess oil inventory resulted in increased oil-fired
generation during the first three months of 1996. Oil tends to be a
more expensive fuel than gas or coal.
Other operation and maintenance expenses decreased for the three
months ended March 31, 1996, due to lower payroll expenses. Payroll
expenses decreased as a result of the restructuring programs
announced and accrued for during 1994 and 1995, which included a
reduction in the number of Entergy Mississippi employees throughout
1995 and into 1996.
Income taxes increased for the three months ended March 31,
1996, primarily due to a higher pretax income resulting from
increased revenue and reduced other operation and maintenance
expenses.
Rate deferrals charged against operating expenses in 1996
represent the deferral of Entergy Mississippi's portion of the
proposed System Energy rate increase. In December 1995, Entergy
Mississippi received an order from the MPSC to defer such costs. The
deferral will end once a final order is issued by the FERC in the
System Energy request for a rate increase. Entergy Mississippi will
amortize the deferral of the actual FERC authorized rate increase
over 48 months beginning October 1998.
The amortization of rate deferrals increased for the three
months ended March 31, 1996, in accordance with the Grand Gulf 1
related deferral plan. The plan allows for the recovery of more
Grand Gulf 1-related costs in 1996 than in 1995.
<PAGE>
ENTERGY MISSISSIPPI, INC.
STATEMENTS OF INCOME
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
------- -------
(In Thousands)
Operating Revenues $203,902 $180,559
-------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 39,746 30,389
Purchased power 67,312 57,044
Other operation and maintenance 27,649 32,218
Depreciation and amortization 10,027 9,397
Taxes other than income taxes 9,585 10,589
Income taxes 6,016 3,363
Rate deferrals (7,151) -
Amortization of rate deferrals 26,264 15,289
-------- --------
Total 179,448 158,289
-------- --------
Operating Income 24,454 22,270
-------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 273 259
Miscellaneous - net (78) 61
Income taxes 30 (23)
-------- --------
Total 225 297
-------- --------
Interest Charges:
Interest on long-term debt 11,039 11,092
Other interest - net 940 1,906
Allowance for borrowed funds used
during construction (224) (205)
-------- --------
Total 11,755 12,793
-------- --------
Net Income 12,924 9,774
Preferred Stock Dividend Requirements
and Other 1,248 1,707
-------- --------
Earnings Applicable to Common Stock $ 11,676 $ 8,067
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY MISSISSIPPI, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
-------- --------
(In Thousands)
Operating Activities:
Net income $12,924 $9,774
Noncash items included in net income:
Change in rate deferrals 31,475 14,755
Depreciation and amortization 10,027 9,397
Deferred income taxes and investment tax credits (7,907) (3,740)
Allowance for equity funds used during construction (273) (259)
Changes in working capital:
Receivables 4,269 14,012
Fuel inventory 1,055 (1,892)
Accounts payable 4,350 10,730
Taxes accrued (10,253) (9,035)
Interest accrued (9,419) (7,887)
Other working capital accounts 4,977 10,856
Other (11,501) 5,129
-------- --------
Net cash flow provided by operating activities 29,724 51,840
-------- --------
Investing Activities:
Construction expenditures (19,297) (12,275)
Allowance for equity funds used during construction 273 259
-------- --------
Net cash flow used in investing activities (19,024) (12,016)
-------- --------
Financing Activities:
Retirement of:
General and refunding mortgage bonds - (40,000)
First mortgage bonds (25,000) -
Redemption of preferred stock (8,000) (8,000)
Changes in short-term borrowings - net 17,436 12,319
Dividends paid:
Common stock (7,700) (8,300)
Preferred stock (1,392) (1,790)
-------- --------
Net cash flow used in financing activities (24,656) (45,771)
-------- --------
Net decrease in cash and cash equivalents (13,956) (5,947)
Cash and cash equivalents at beginning of period 16,945 9,598
-------- --------
Cash and cash equivalents at end of period $2,989 $3,651
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $20,860 $20,278
Income taxes $4,932 $1,600
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
ASSETS
Utility Plant:
Electric $ 1,563,264 $ 1,559,955
Construction work in progress 63,943 55,443
----------- -----------
Total 1,627,207 1,615,398
----------- -----------
Less - accumulated depreciation and 616,324 613,712
amortization
----------- -----------
Utility plant - net 1,010,883 1,001,686
----------- -----------
Other Property and Investments:
Investment in subsidiary companies - at equity 5,531 5,531
Other 5,613 5,615
----------- -----------
Total 11,144 11,146
----------- -----------
Current Assets:
Cash and cash equivalents:
Cash 2,989 2,574
Temporary cash investments - at cost,
which approximates market:
Associated companies - 3,248
Other - 11,123
----------- -----------
Total cash and cash equivalents 2,989 16,945
Accounts receivable:
Customer (less allowance for doubtful accounts of
$1.6 million in 1996 and 1995) 48,090 46,214
Associated companies 4,639 1,134
Other 458 1,967
Accrued unbilled revenues 39,009 47,150
Fuel inventory - at average cost 5,626 6,681
Materials and supplies - at average cost 19,431 19,233
Rate deferrals 134,866 130,622
Prepayments and other 5,682 11,536
----------- -----------
Total 260,790 281,482
----------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 211,353 247,072
SFAS 109 regulatory asset - net 8,504 6,445
Unamortized loss on reacquired debt 9,892 10,105
Other regulatory assets 30,164 17,736
Other 6,472 6,311
----------- -----------
Total 266,385 287,669
----------- -----------
TOTAL $ 1,549,202 $ 1,581,983
============ ============
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY MISSISSIPPI, INC.
BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, no par value, authorized
15,000,000 shares; issued and outstanding
8,666,357 shares $ 199,326 $ 199,326
Capital stock expense and other (243) (218)
Retained earnings 226,139 231,463
----------- -----------
Total common shareholder's equity 425,222 430,571
Preferred stock
Without sinking fund 57,881 57,881
With sinking fund 8,770 16,770
Long-term debt 494,932 494,404
----------- -----------
Total 986,805 999,626
----------- -----------
Other Noncurrent Liabilities 10,027 11,625
----------- -----------
Current Liabilities:
Currently maturing long-term debt 36,015 61,015
Notes payable - associated companies 17,436 -
Accounts payable:
Associated companies 34,581 24,391
Other 26,260 32,100
Customer deposits 24,958 24,339
Taxes accrued 18,386 28,639
Accumulated deferred income taxes 55,713 54,090
Interest accrued 12,415 21,834
Other 14,733 6,875
----------- -----------
Total 240,497 253,283
----------- -----------
Deferred Credits:
Accumulated deferred income taxes 273,378 278,581
Accumulated deferred investment tax credits 26,553 27,978
Other 11,942 10,890
----------- -----------
Total 311,873 317,449
----------- -----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $ 1,549,202 $ 1,581,983
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY NEW ORLEANS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income increased for the three months ended March 31, 1996,
due primarily to higher electric and gas revenues. Significant
factors affecting the results of operations and causing variances
between the three months ended March 31, 1996, and 1995 are discussed
under "Revenues and Sales" and "Expenses" below.
Revenues and Sales
Detailed below are Entergy New Orleans' electric operating
revenues by source and KWh sales for the three months ended March 31,
1996, and 1995.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Months Ended Increase/
Description 1996 1995 (Decrease) %
(In Millions)
Electric Operating Revenues:
Residential $ 27.3 $ 21.8 $ 5.5 25
Commercial 33.2 32.5 0.7 2
Industrial 5.6 5.1 0.5 10
Governmental 12.2 10.7 1.5 14
------- ------- -------
Total retail 78.3 70.1 8.2 12
Sales for resale
Associated companies 1.9 1.3 0.6 46
Non-associated companies 2.5 1.9 0.6 32
Other (2.4) 4.8 (7.2) (150)
------- ------- -------
Total $ 80.3 $ 78.1 $ 2.2 3
======= ======= =======
Billed Electric Energy
Sales (Millions of KWh):
Residential 391 352 39 11
Commercial 465 440 25 6
Industrial 111 123 (12) (10)
Governmental 212 210 2 1
------- ------- -------
Total retail 1,179 1,125 54 5
Sales for resale
Associated companies 45 66 (21) (32)
Non-associated companies 52 60 (8) (13)
------- ------- -------
Total 1,276 1,251 25 2
======= ======= =======
</TABLE>
Electric operating revenues increased for the three months ended
March 31, 1996, principally because of an increase in fuel adjustment
revenues and retail energy sales. Fuel adjustment revenues increased
due to the higher energy sales and higher fuel prices. The majority
of the retail sales increase resulted from colder weather in the
first three months of 1996 than in the same period in 1995.
<PAGE>
ENTERGY NEW ORLEANS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
The changes in electric operating revenues for the three months ended
March 31, 1996, are as follows:
Three Months Ended
Description Increase/(Decrease)
(In Millions)
Change in base revenues $(5.5)
Fuel cost recovery 6.7
Sales volume/weather 3.0
Other revenue (including unbilled) (3.2)
Sales for resale 1.2
-----
Total $ 2.2
=====
For the three months ended March 31, 1996, gas operating
revenues increased due primarily to increased gas sales as a result
of the colder winter and a higher unit purchase price for gas
purchased for resale.
Expenses
Operating expenses increased for the three months ended March
31, 1996, due primarily to increases in fuel expense, gas purchased
for resale, and purchased power expense, partially offset by the
recording of rate deferrals in 1996. Fuel expense increased due to
significantly higher prices for gas used in generation as a result of
widespread cold weather in 1996. Gas purchased for resale increased
as a result of higher gas sales and a higher unit purchase price,
which was caused by the increased demand for gas due to the weather.
Purchased power expense increased in the first three months of 1996,
as a result of additional power being purchased due primarily to
changes in generation availability among the operating companies,
partially offset by a decrease in the cost of the power purchased.
The rate deferrals recorded were associated with the deferral of
costs related to least cost planning, which are expected to be
recovered in future rates and the deferral of a portion of the System
Energy rate increase being billed to Entergy New Orleans. See Note 2
for a discussion of Entergy New Orleans' deferral of the System
Energy rate increase.
<PAGE>
ENTERGY NEW ORLEANS, INC.
STATEMENTS OF INCOME
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
------- -------
(In Thousands)
Operating Revenues:
Electric $80,291 $78,140
Natural gas 42,597 30,746
------- -------
Total 122,888 108,886
------- -------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses,
and gas purchased for resale 41,436 30,978
Purchased power 38,739 29,682
Other operation and maintenance 16,424 16,753
Depreciation and amortization 4,971 4,828
Taxes other than income taxes 6,863 7,227
Income taxes 3,985 3,275
Rate deferrals (5,793) -
Amortization of rate deferrals 4,496 5,280
------- -------
Total 111,121 98,023
------- -------
Operating Income 11,767 10,863
------- -------
Other Income (Deductions):
Allowance for equity funds used
during construction 74 26
Miscellaneous - net 774 416
Income taxes (298) (160)
------- -------
Total 550 282
------- -------
Interest Charges:
Interest on long-term debt 4,059 4,329
Other interest - net 282 592
Allowance for borrowed funds used
during construction (59) (21)
------- -------
Total 4,282 4,900
------- -------
Net Income 8,035 6,245
Preferred Stock Dividend Requirements
and Other 241 400
------- -------
Earnings Applicable to Common Stock $ 7,794 $ 5,845
======= =======
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY NEW ORLEANS, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
-------- --------
(In Thousands)
Operating Activities:
Net income $8,035 $6,245
Noncash items included in net income:
Change in rate deferrals 7,565 6,382
Depreciation and amortization 4,971 4,828
Deferred income taxes and investment tax credits 2,270 (3,309)
Allowance for equity funds used during (74) (26)
Changes in working capital:
Receivables 5,675 3,091
Accounts payable (5,397) 3,676
Taxes accrued 2,584 (30)
Interest accrued (2,917) (955)
Income tax refund - 6,531
Other working capital accounts (18,263) (4,680)
Other (7,339) (3,175)
-------- --------
Net cash flow provided by (used in) operating (2,890) 18,578
activities
-------- --------
Investing Activities:
Construction expenditures (7,919) (5,028)
Allowance for equity funds used during construction 74 26
-------- --------
Net cash flow used in investing activities (7,845) (5,002)
-------- --------
Financing Activities:
Proceeds from the issuance of
general and refunding mortgage bonds 39,608 -
Retirement of:
First mortgage bonds (23,250) -
General and refunding mortgage bonds - (9,200)
Redemption of preferred stock - (1,500)
Dividends paid:
Common stock (3,300) -
Preferred stock (482) (413)
-------- --------
Net cash flow provided by (used in) financing 12,576 (11,113)
activities
-------- --------
Net increase in cash and cash equivalents 1,841 2,463
Cash and cash equivalents at beginning of period 49,746 8,031
-------- --------
Cash and cash equivalents at end of period $51,587 $10,494
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $7,054 $5,702
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY NEW ORLEANS, INC.
BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
ASSETS
Utility Plant:
Electric $ 483,427 $ 483,581
Natural gas 122,137 121,083
Construction work in progress 21,850 17,525
----------- -----------
Total 627,414 622,189
Less - accumulated depreciation and 337,044 335,021
amortization
----------- -----------
Utility plant - net 290,370 287,168
----------- -----------
Other Property and Investments:
Investment in subsidiary companies - at equity 3,259 3,259
----------- -----------
Current Assets:
Cash and cash equivalents:
Cash 1,105 1,693
Temporary cash investments - at cost,
which approximates market:
Associated companies 17,120 10,860
Other 33,362 37,193
----------- -----------
Total cash and cash equivalents 51,587 49,746
Accounts receivable:
Customer (less allowance for doubtful accounts
of $0.5 million in 1996 and $0.8 million in 27,761 29,168
1995)
Associated companies 149 551
Other 498 843
Accrued unbilled revenues 13,721 17,242
Deferred electric fuel and resale gas costs 14,651 2,647
Materials and supplies - at average cost 9,213 8,950
Rate deferrals 36,320 35,191
Prepayments and other 11,021 4,529
----------- -----------
Total 164,921 148,867
----------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 129,222 137,916
SFAS 109 regulatory asset-net 7,291 6,813
Unamortized loss on reacquired debt 1,825 1,932
Other regulatory assets 10,153 9,204
Other 1,338 1,047
----------- -----------
Total 149,829 156,912
----------- -----------
TOTAL $ 608,379 $ 596,206
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY NEW ORLEANS, INC.
BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $4 par value, authorized
10,000,000 shares; issued and outstanding
8,435,900 shares $ 33,744 $ 33,744
Paid-in capital 36,294 36,306
Retained earnings subsequent to the elimination of
the accumulated deficit on November 30, 1988 80,155 81,261
----------- -----------
Total common shareholder's equity 150,193 151,311
Preferred stock - without sinking fund 19,780 19,780
Long-term debt 168,839 155,958
----------- -----------
Total 338,812 327,049
----------- -----------
Other Noncurrent Liabilities 18,267 17,745
----------- -----------
Current Liabilities:
Currently maturing long-term debt 42,000 38,250
Accounts payable:
Associated companies 7,366 13,851
Other 25,762 24,674
Customer deposits 18,291 18,214
Accumulated deferred income taxes 16,218 9,174
Taxes accrued 8,138 5,554
Interest accrued 2,194 5,111
Dividends declared 5,600 482
Other 14,282 13,863
----------- -----------
Total 139,851 129,173
----------- -----------
Deferred Credits:
Accumulated deferred income taxes 77,517 81,654
Accumulated deferred investment tax credits 8,459 8,618
Other 25,473 31,967
----------- -----------
Total 111,449 122,239
----------- -----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $ 608,379 $ 596,206
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
SYSTEM ENERGY RESOURCES, INC.
MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net Income
Net income for the three months ended March 31, 1996, remained
relatively unchanged as compared to the same period for 1995.
Significant factors affecting the results of operations and
causing variances between the three months ended March 31, 1996, and
1995 are discussed under "Revenues" and "Expenses" below.
Revenues
Operating revenues recover operating expenses, depreciation, and
capital costs attributable to Grand Gulf 1. 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 were higher for the three months ended March
31, 1996, due primarily to increased depreciation, amortization, and
decommissioning expenses. The increase was the result of an increase
in decommissioning costs and increased depreciation rates as
reflected in the 1995 System Energy FERC rate increase filing,
subject to refund. See Note 2 for a discussion of the proposed rate
increase.
Expenses
Operating expenses increased for the three months ended March
31, 1996, due to an increase in depreciation, amortization, and
decommissioning expenses and income tax expenses, partially offset by
a decrease in nuclear refueling outage expenses and other operation
and maintenance expenses. Depreciation, amortization, and
decommissioning expenses increased for the three months ended March
31, 1996, due to an increase in depreciation of electric plant in
service and decommissioning charges as discussed in "Revenues" above.
Total income taxes increased for the three months ended March 31,
1996 as a result of higher pre-tax income. The decrease in nuclear
refueling outage expense was attributed to the effect of refueling
outage expenses incurred in the first quarter of 1995. The decrease
in other operation and maintenance expenses is due to timing
differences in construction expenditures.
<PAGE>
SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF INCOME
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
------- -------
(In Thousands)
Operating Revenues $156,424 $151,664
-------- --------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses 12,840 12,335
Nuclear refueling outage expenses 308 2,281
Other operation and maintenance 21,433 25,099
Depreciation, amortization, and decommissioning 31,999 25,398
Taxes other than income taxes 6,906 7,174
Income taxes 20,692 19,305
-------- --------
Total 94,178 91,592
-------- --------
Operating Income 62,246 60,072
-------- --------
Other Income (Deductions):
Allowance for equity funds used
during construction 350 480
Miscellaneous - net 839 725
Income taxes (315) 551
-------- --------
Total 874 1,756
-------- --------
Interest Charges:
Interest on long-term debt 37,953 37,434
Other interest - net 1,991 2,333
Allowance for borrowed funds used
during construction (354) (504)
-------- --------
Total 39,590 39,263
-------- --------
Net Income $ 23,530 $ 22,565
======== ========
See Notes to Financial Statements.
</TABLE>
<PAGE>
SYSTEM ENERGY RESOURCES, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
-------- --------
(In Thousands)
Operating Activities:
Net income $23,530 $22,565
Noncash items included in net income:
Depreciation, amortization, and decommissioning 31,999 25,398
Deferred income taxes and investment tax credits (8,897) (5,501)
Allowance for equity funds used during construction (350) (480)
Changes in working capital:
Receivables (2,870) (95,228)
Accounts payable 17,326 39,786
Taxes accrued 13,735 12,510
Interest accrued (10,825) (2,660)
Other working capital accounts (4,711) (23,839)
Decommissioning trust contributions (2,131) (1,304)
FERC Settlement - refund obligation (956) -
Provision for estimated losses and reserves 13,954 -
Other (2,137) 2,574
-------- --------
Net cash flow provided by (used in) operating 67,667 (26,179)
activities
-------- --------
Investing Activities:
Construction expenditures (1,384) (7,734)
Allowance for equity funds used during construction 350 480
Nuclear fuel purchases (733) -
-------- --------
Net cash flow used in investing activities (1,767) (7,254)
-------- --------
Financing Activities:
Proceeds from the issuance of long-term debt 89,192 -
Retirement of long-term debt (92,700) -
Changes in short-term borrowings - net (2,990) -
Common stock dividends paid (23,300) -
-------- --------
Net cash flow used in financing activities (29,798) -
-------- --------
Net increase (decrease) in cash and cash equivalents 36,102 (33,433)
Cash and cash equivalents at beginning of period 240 89,703
-------- --------
Cash and cash equivalents at end of period $36,342 $56,270
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest - net of amount capitalized $48,911 $40,903
Noncash investing and financing activities:
Capital lease obligation incurred - $27,653
Change in unrealized appreciation/depreciation of
decommissioning trust assets $192 $1,685
See Notes to Financial Statements.
</TABLE>
<PAGE>
SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
ASSETS
Utility Plant:
Electric $ 2,983,843 $ 2,977,303
Electric plant under lease 445,155 444,305
Construction work in progress 29,931 35,946
Nuclear fuel under capital lease 62,033 71,374
----------- -----------
Total 3,520,962 3,528,928
Less - accumulated depreciation and 890,222 861,752
amortization
----------- -----------
Utility plant - net 2,630,740 2,667,176
----------- -----------
Other Property and Investments:
Decommissioning trust fund 43,770 40,927
----------- -----------
Current Assets:
Cash and cash equivalents:
Cash 192 240
Temporary cash investments - at cost,
which approximates market:
Associated companies 12,259 -
Other 23,891 -
----------- -----------
Total cash and cash equivalents 36,342 240
Accounts receivable:
Associated companies 75,532 72,458
Other 4,633 4,837
Materials and supplies - at average cost 68,398 67,661
Prepayments and other 19,217 16,050
----------- -----------
Total 204,122 161,246
----------- -----------
Deferred Debits and Other Assets:
Regulatory assets:
SFAS 109 regulatory asset-net 284,507 291,181
Unamortized loss on reacquired debt 55,716 52,702
Other regulatory assets 203,053 203,731
Other 14,388 14,049
----------- -----------
Total 557,664 561,663
----------- -----------
TOTAL $ 3,436,296 $ 3,431,012
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEM ENERGY RESOURCES, INC.
BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Unaudited)
<S> <C> <C>
1996 1995
----------- -----------
(In Thousands)
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, no par value, authorized
1,000,000 shares; issued and outstanding
789,350 shares $ 789,350 $ 789,350
Paid-in capital - 7
Retained earnings 75,151 85,920
----------- -----------
Total common shareholder's equity 864,501 875,277
Long-term debt 1,221,152 1,219,917
----------- -----------
Total 2,085,653 2,095,194
Other Noncurrent Liabilities:
Obligations under capital leases 34,033 44,107
Other 31,767 16,068
----------- -----------
Total 65,800 60,175
----------- -----------
Current Liabilities:
Currently maturing long-term debt 250,000 250,000
Notes payable-associated companies - 2,990
Accounts payable:
Associated companies 16,033 17,458
Other 37,814 19,063
Taxes accrued 86,383 72,648
Interest accrued 25,918 36,743
Dividends declared 11,000 -
Obligations under capital lease 28,000 28,000
Other 3,404 4,211
----------- -----------
Total 458,552 431,113
----------- -----------
Deferred Credits:
Accumulated deferred income taxes 586,471 602,182
Accumulated deferred investment tax credits 106,250 107,119
FERC Settlement - refund obligation 55,892 56,848
Other 77,678 78,381
----------- -----------
Total 826,291 844,530
----------- -----------
Commitments and Contingencies (Notes 1 and 2)
TOTAL $ 3,436,296 $ 3,431,012
=========== ===========
See Notes to Financial Statements.
</TABLE>
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. COMMITMENTS AND CONTINGENCIES
Cajun - River Bend (Entergy Corporation and Entergy Gulf States)
Entergy Gulf States has significant business relationships with
Cajun, including co-ownership of River Bend (operated by Entergy Gulf
States) and Big Cajun 2, Unit 3 (operated by Cajun). Entergy Gulf
States and Cajun, respectively, own 70% and 30% undivided interests
in River Bend and 42% and 58% undivided interests in Big Cajun 2,
Unit 3. These relationships have spawned a number of significant and
long-standing disputes and claims between the parties. In a recent
development, as more fully described below, a preliminary agreement
setting forth terms for the resolution of such disputes has been
reached by Entergy Gulf States, the Bankruptcy Trustee for Cajun, and
the Rural Utilities Service (RUS).
In June 1989, Cajun filed a civil action against Entergy Gulf
States in the United States District Court for the Middle District of
Louisiana (District Court). Cajun's complaint seeks to annul,
rescind, terminate, and/or dissolve the Joint Ownership Participation
and Operating Agreement (Operating Agreement) entered into on August
28, 1979 relating to River Bend. The suit also seeks to recover
Cajun's alleged $1.6 billion investment in the unit plus attorneys'
fees, interest, and costs. Two member cooperatives of Cajun have
brought an independent action to declare the Operating Agreement
void, based upon their failure to get prior LPSC approval alleged to
be necessary. Entergy Gulf States believes the suits are without
merit and is contesting them vigorously.
A trial on the portion of the suit by Cajun to rescind the
Operating Agreement began in April 1994 and was completed in March
1995. On October 24, 1995, the District Court issued a memorandum
opinion ruling in favor of Entergy Gulf States. The District Court
found that Cajun had not proved that Entergy Gulf States fraudulently
induced it to execute the Operating Agreement and that Cajun failed
to timely assert its claim. A final judgment on this portion of the
suit will not be entered until all claims asserted by Cajun have been
heard. The trial of the second portion of the suit was previously
scheduled to begin on July 2, 1996. If the ultimate outcome of this
litigation requires Entergy Gulf States to pay substantial damages,
it would probably be unable to make such payments and could be forced
to seek relief from its creditors under the United States Bankruptcy
Code.
Cajun has not paid its full share of capital costs, operating
and maintenance expenses, and other costs for repairs and
improvements to River Bend since 1992. Cajun's unpaid portion of
River Bend operating and maintenance expenses (including nuclear
fuel) and capital costs for the first three months of 1996 was
approximately $22.1 million. The cumulative cost to Entergy Gulf
States resulting from Cajun's failure to pay its full share of River
Bend-related costs, reduced by the proceeds from the sale by Entergy
Gulf States of Cajun's share of River Bend power, and payments into
the registry of the District Court for Entergy Gulf States' portion
of expenses for Big Cajun 2, Unit 3, was $29.1 million as of March
31, 1996, compared with $31.1 million as of December 31, 1995.
Cajun's unpaid portion of the River Bend related costs is reflected
in long-term receivables with an offsetting reserve in other deferred
credits. Cajun's bankruptcy may affect the ultimate collectibility
of the amounts owed to Entergy Gulf States, including any amounts
that may be awarded in litigation. Cajun continues to pay its share
of decommissioning costs for River Bend.
See Note 8 of Entergy's Form 10-K for additional information
regarding the Cajun litigation, Cajun's December 21, 1994 bankruptcy
filing, related filings, and the ongoing potential effects of these
matters upon Entergy Gulf States.
In the bankruptcy proceedings, Cajun filed a motion on January
10, 1995, to reject the Operating Agreement as a burdensome executory
contract. Entergy Gulf States responded on January 10, 1995, with a
memorandum opposing Cajun's motion. Should the court grant Cajun's
motion to reject the Operating Agreement, Cajun would be relieved of
its financial obligations under the contract, while Entergy Gulf
States would likely have a substantial damage claim arising from any
such rejection. Although Entergy Gulf States believes that Cajun's
motion to reject the Operating Agreement is without merit, it is not
possible to predict the outcome of these proceedings.
On March 8, 1996, Southwestern Electric Power Company (SWEPCO),
Entergy Gulf States, and certain member cooperatives of Cajun filed a
joint proposal to bring an end to the Cajun bankruptcy proceeding.
The proposal was submitted in response to a bid procedure established
by the Cajun bankruptcy trustee. On April 22, 1996, the Cajun
bankruptcy trustee filed a plan of reorganization with the bankruptcy
court based on the proposal of two non-affiliated companies to take
over the non-nuclear operations of Cajun. The timing and completion
of the reorganization plan depends on bankruptcy court approval and
any required regulatory approvals.
On April 26, 1996, Entergy Gulf States, the Cajun bankruptcy
trustee, and the RUS, Cajun's largest creditor, agreed to terms for
the settlement of all disputes between Cajun and Entergy Gulf States.
The terms include, but are not limited to, the following: (i) Cajuns'
interest in River Bend will be turned over to the RUS, which will
have the option to retain the interest, sell it to a third party, or
transfer it to Entergy Gulf States at no cost; (ii) Cajun will set
aside a total of $125 million for the decommissioning of its interest
in River Bend; (iii) Cajun will transfer certain transmission assets
to Entergy Gulf States; (iv) Cajun will settle transmission disputes
and be released from claims for payment under transmission
arrangements with Entergy Gulf States as discussed under "Cajun -
Transmission Service" below; and (v) all funds paid by Entergy Gulf
States into the registry of the District Court will be returned to
Entergy Gulf States. The settlement is subject to approvals by the
RUS, the Board of Directors of Entergy Corporation and Entergy Gulf
States, the U.S. Bankruptcy Court, and appropriate regulatory
agencies.
Cajun - Transmission Service (Entergy Corporation and Entergy Gulf
States)
Entergy Gulf States and Cajun are parties to FERC proceedings
relating to transmission service charge disputes. See Note 8 in
Entergy's Form 10-K for additional information regarding these FERC
proceedings, FERC orders issued as a result of such proceedings, and
the potential effects of these proceedings upon Entergy Gulf States.
Under Entergy Gulf States' interpretation of a 1992 FERC order,
as modified by FERC's August 3, 1995, and October 2, 1995 orders,
Cajun would owe Entergy Gulf States approximately $66.3 million as of
March 31, 1996. Entergy Gulf States further estimates that if it were
to prevail in its May 1992 motion for rehearing and on certain other
issues decided adversely to Entergy Gulf States in the February 1995,
August 1995, and October 1995 FERC orders, which Entergy Gulf States
has appealed, Cajun would owe Entergy Gulf States approximately
$146.6 million as of March 31, 1996. If Cajun were to prevail in its
May 1992 motion for rehearing to FERC, and if Entergy Gulf States
were not to prevail in its May 1992 motion for rehearing to FERC, and
if Cajun were to prevail in appealing FERC's August and October 1995
orders, Entergy Gulf States estimates it would owe Cajun
approximately $99.5 million as of March 31, 1996. 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. Pending FERC's ruling on the May 1992 motions for
rehearing, Entergy Gulf States has continued to bill Cajun utilizing
the historical billing methodology and has recorded underpaid
transmission charges, including interest, in the amount of $138.9
million as of March 31, 1996. This amount is reflected in long-term
receivables with an offsetting reserve in other deferred credits.
Cajun's bankruptcy may affect Entergy Gulf States' collection of the
above amounts. FERC has determined that the collection of the pre-
petition debt of Cajun is an issue properly decided in the bankruptcy
proceeding. Refer to "Cajun - River Bend Litigation" above for a
discussion of the potential settlement of the Cajun and Entergy Gulf
States disputes.
Capital Requirements and Financing (Entergy Corporation, Entergy
Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy
Mississippi, Entergy New Orleans, and System Energy)
See Note 8 to Entergy's Form 10-K for information on the
operating companies' and System Energy's construction expenditures
(excluding nuclear fuel) for the years 1996, 1997, and 1998, and long-
term debt and preferred stock maturities and cash sinking fund
requirements for the period 1996-1998.
Nuclear Insurance, Spent Nuclear Fuel, and Decommissioning Costs
(Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, and System
Energy)
See Note 8 to Entergy's Form 10-K for information on nuclear
liability, property and replacement power insurance, related NRC
regulations, 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.
The SEC has questioned certain of the financial accounting
practices of the electric utility industry regarding the recognition,
measurement, and classification of decommissioning costs for nuclear
plants in the financial statements of electric utilities. In
response to these questions, the FASB has been reviewing the
accounting for decommissioning and has expanded the scope of its
review to include liabilities related to the closure and removal of
all long-lived assets. An exposure draft of the proposed SFAS (which
is proposed to be effective in 1997) was issued in February 1996.
The proposed SFAS would require measurement of the liability for
closure and removal of long-lived assets (including decommissioning)
based on discounted future cash flows. Those future cash flows
should be determined by estimating current costs and adjusting for
inflation, efficiencies that may be gained from experience with
similar activities, and consideration of reasonable future advances
in technology. It also would require that changes in the
decommissioning/closure cost liability resulting from changes in
assumptions should be recognized with a corresponding adjustment to
the plant asset, and depreciation should be revised prospectively.
The proposed SFAS states that the initial recognition of the
decommissioning/closure cost liability would result in an asset that
should be presented with other plant costs on the financial
statements because the cost of decommissioning/closing the plant
would be recognized as part of the total cost of the plant asset. In
addition there would be a regulatory asset recognized on the
financial statements to the extent the initial
decommissioning/closure liability has increased due to the passage of
time, and such costs are probable of future recovery.
If current electric utility industry accounting practices with
respect to nuclear decommissioning and other closure costs are
changed, annual provisions for such costs could increase, the
estimated cost for decommissioning/closure could be recorded as a
liability rather than as accumulated depreciation, and trust fund
income from decommissioning trusts could be reported as investment
income rather than as a reduction to decommissioning expense.
ANO Matters (Entergy Corporation and Entergy Arkansas)
See Note 8 to Entergy's Form 10-K for information on cracks in
certain steam generator tubes at ANO 2 that were discovered and
repaired during an outage in March 1992. Further inspections and
repairs were conducted at subsequent refueling and mid-cycle outages,
including the most recent refueling outage in October 1995. During
the October 1995 inspection, additional cracks in the tubes were
discovered. ANO 2's output has been reduced 23 megawatts due to
steam generator fouling and tube plugging. The unit may be
approaching the current limit for the number of steam generator tubes
that can be plugged with the unit in operation. If the established
limit is reached, Entergy Operations could be required during future
outages to insert sleeves in some of the steam generator tubes that
were previously plugged. Entergy Operations is in the process of
gathering information and assessing various options for the repair or
the replacement of ANO 2's steam generators. Certain of these
options could, in the future, require significant capital
expenditures and result in additional outages. However, a decision
as to the repair or replacement of ANO 2's steam generators is not
expected prior to 1997. Entergy Operations periodically meets with
the NRC to discuss the results of inspections of the generator tubes,
as well as the timing of future inspections.
Environmental Issues
(Entergy Arkansas)
In May 1995, Entergy Arkansas was named as a defendant in a suit
by Reynolds Metals Company (Reynolds), seeking to recover a share of
the costs associated with the clean-up of hazardous substances at a
site south of Arkadelphia, Arkansas. Reynolds alleges that it has
spent $11.2 million to clean-up the site, and that the site was
contaminated with polychlorinated biphenyls for which Entergy
Arkansas bears some responsibility. Entergy Arkansas, voluntarily,
at its expense, completed remediation at a nearby substation site and
believes that it has no liability for contamination at the site that
is subject to the Reynolds suit and is contesting the lawsuit.
Regardless of the outcome, Entergy Arkansas not believe this matter
would have a materially adverse effect on its financial condition or
results of operations. See "Environmental Regulation" in Item 1 of
Part I of Entergy's Form 10-K for information on polychlorinated
biphenyls contamination at former Reynolds plant sites in Arkansas to
which Entergy Arkansas had supplied power.
(Entergy Gulf States)
Entergy Gulf States has been designated as a potentially
responsible party for the clean-up of certain hazardous waste
disposal sites. Entergy Gulf States is currently negotiating with the
EPA and state authorities regarding the clean-up of certain of these
sites.
Through March 31, 1996, $7.9 million has been expended on the
clean-up. As of March 31, 1996, a remaining recorded liability of
$21.7 million existed relating to the clean-up of the sites at which
Entergy Gulf States has been designated a potentially responsible
party. See Note 8 to Entergy's Form 10-K for additional discussion
of the sites where Entergy Gulf States has been designated as a
potentially responsible party by the EPA and related litigation.
(Entergy Louisiana)
During 1993, the Louisiana Department of Environmental Quality
issued new rules for solid waste regulation, including regulation of
waste water impoundments. Entergy Louisiana has determined that
certain of its power plant waste water impoundments were affected by
these regulations and chose to upgrade or close them. A remaining
recorded liability in the amount of $10.2 million existed at March
31, 1996, for waste water upgrades and closures to be completed by
the end of 1996. Cumulative expenditures relating to the upgrades
and closures of waste water impoundments were $6.3 million as of
March 31, 1996. See Note 8 to Entergy's Form 10-K for additional
discussion of Entergy Louisiana's waste water impoundment upgrades
and closures.
Waterford 3 Lease Obligations (Entergy Louisiana)
On September 28, 1989, Entergy Louisiana entered into three
transactions for the sale and leaseback of undivided interests
(aggregating approximately 9.3%) in Waterford 3. Upon the occurrence
of certain events, Entergy Louisiana may be obligated to pay amounts
sufficient to permit the Owner Participants to withdraw from the
lease transactions, and Entergy Louisiana 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. See
Note 9 to Entergy's Form 10-K for further information.
Reimbursement Agreement (System Energy)
Under a bank letter of credit and reimbursement agreement,
System Energy has agreed to a number of covenants relating to the
maintenance of certain capitalization and fixed charge coverage
ratios. System Energy agreed, during the term of the agreement, to
maintain its equity at not less than 33% of its adjusted
capitalization (defined in the agreement to include certain amounts
not included in capitalization for financial statement purposes). In
addition, System Energy must maintain, with respect to each fiscal
quarter during the term of the agreement, a ratio of adjusted net
income to interest expense (calculated, in each case, as specified in
the agreement) of at least 1.60 times earnings. See Note 8 to
Entergy's Form 10-K for further information.
NOTE 2. RATE AND REGULATORY MATTERS
River Bend (Entergy Corporation and Entergy Gulf States)
In May 1988, the PUCT granted Entergy Gulf States 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 as to 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 (Abeyed Deferrals).
As discussed in Note 2 to Entergy's Form 10-K, various appeals
of the PUCT's order have been filed (Rate Appeal). Entergy Gulf
States filed an appeal with the Texas Supreme Court and, on February
9, 1996, the Texas Supreme Court agreed to hear the appeal. Oral
arguments were held on March 19, 1996. The timing of a decision by
the Texas Supreme Court is not certain.
As of March 31, 1996, the River Bend plant costs disallowed for
retail ratemaking purposes in Texas and the River Bend plant costs
held in abeyance totaled (net of taxes and depreciation)
approximately $12 million and $274 million, respectively. Allowed
Deferrals were approximately $81 million, net of taxes and
amortization, as of March 31, 1996. Entergy Gulf States estimates it
has collected approximately $188 million of revenues as of March 31,
1996, 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 thereon could be lost, and no
assurance can be given as to whether or not refunds to customers of
revenue received based upon such deferred costs would be required.
During the first quarter of 1996, Entergy Gulf States wrote off
Abeyed Deferrals of $169 million in accordance with SFAS 121, which
became effective January 1, 1996, but it has made no write-offs or
reserves for the River Bend plant-related costs. A general remand by
the Texas Supreme Court in the Rate Appeal would enable Entergy Gulf
States to seek recovery of the Abeyed Deferrals. Based on advice
from Clark, Thomas & Winters, A Professional Corporation, legal
counsel of record in the Rate Appeal, management believes that it is
reasonably possible that the case will be remanded to the PUCT, and
that the PUCT will be allowed to rule on the prudence of the abeyed
River Bend plant costs. Management and legal counsel are unable to
predict the amount, if any, of abeyed and previously disallowed River
Bend plant costs that ultimately might be disallowed by the PUCT. As
of March 31, 1996, a net of tax write-off of up to $286 million could
be required if the PUCT ultimately issues an adverse ruling on the
abeyed and disallowed plant costs.
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. Analysis by Sandlin Associates, 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; and
4. The analysis of Entergy Gulf States' internal legal staff,
which has considerable experience in Texas rate case
litigation.
Additionally, based on advice from Clark, Thomas & Winters, A
Professional Corporation, legal counsel of record in the Rate Appeal,
management believes that it is reasonably possible that the Allowed
Deferrals will continue to be recovered in rates, and that it is
reasonably possible that the Abeyed Deferrals will be recovered in
rates to the extent that the $1.4 billion of abeyed River Bend plant
is recovered.
Filings with the LPSC
(Entergy Corporation and Entergy Gulf States)
See Note 2 in Entergy's Form 10-K for a discussion of Entergy
Gulf States' required earnings analysis filing with the LPSC for the
test year preceding the Merger (1993). Entergy Gulf States has
appealed to the Louisiana Supreme Court the 1994 LPSC order for an
annual rate reduction of $12.7 million. During the appeal, the
preliminary injunction Entergy Gulf States received from the District
Court, relating to the $8.3 million earnings effect of a 1994 change
in accounting for unbilled revenues, will remain in effect.
On May 31, 1995, Entergy Gulf States filed its first required
post-Merger earnings analysis with the LPSC. Hearings on this review
were held in December 1995 and a decision is expected in mid-1996.
(Entergy Corporation and Entergy Louisiana)
See Note 2 in Entergy's Form 10-K for a discussion of Entergy
Louisiana's performance-based formula rate plan approved in a June
1995 LPSC rate order, Entergy Louisiana's subsequent appeal of the
LPSC's order, and the final settlement of this appeal. On April 15,
1996, as required by the performance-based formula rate plan, Entergy
Louisiana made its annual earnings filing for the 1995 test year.
The filing indicates a required rate reduction due to overearnings in
1995. In addition, rates will be reduced as a result of the
expiration of the Waterford 3 phase-in-plan discussed below. These
rate reductions will be largely offset by the recovery of the
Waterford 3 property tax. Hearings on these issues are expected to
begin in June 1996.
The property tax exemption for Waterford 3 ended in December
1995 and Entergy Louisiana will be required to pay $20.8 million in
property taxes to St. Charles Parish for the 1996 tax year. In a
March 1996 LPSC order, Entergy Louisiana was permitted to defer the
rate recovery of these taxes for the period January 1996 through June
1996. The order allows for the recovery of the property tax and also
for the recovery, from July 1996 through June 1997, of the related
deferral. In addition, Entergy Louisiana's phase-in-plan for
Waterford 3 will expire in November 1996. Entergy Louisiana was
recovering deferred costs annually of approximately $28.4 million.
Filings with the MPSC (Entergy Corporation and Entergy Mississippi)
On March 15, 1996, Entergy Mississippi filed its annual earnings
review with the MPSC under its formula rate plan. On April 18, 1996,
the MPSC issued an order approving and adopting a joint stipulation
and placing the prospective rate reduction of $5.9 million into
effect on May 1, 1996.
Filings with the Council (Entergy Corporation and Entergy New
Orleans)
Pursuant to the 1994 NOPSI Settlement, Entergy New Orleans is
required to make earnings filings with the Council for the 1995 and
1996 rate years. A review of Entergy New Orleans' earnings for the
test year ending September 30, 1995, required Entergy New Orleans to
credit customers $6.2 million over a 12-month period which began in
March 1996. Hearings before the Council on the reasonableness and
prudence of Entergy New Orleans' deferred Least Cost Integrated
Resource Planning expenses for cost recovery purposes were previously
scheduled for April 1996, but have been delayed.
Proposed Rate Increase
(System Energy)
System Energy filed an application with FERC on May 12, 1995,
for a $65.5 million rate increase. The request seeks changes to
System Energy's rate schedule, including increases in the revenue
requirement associated with decommissioning costs, the depreciation
rate, and the rate of return on common equity. On December 12, 1995,
System Energy implemented a $65.5 million rate increase, subject to
refund. Hearings on System Energy's request began in January 1996
and were completed in February 1996. The ALJ's initial decision is
expected in the latter part of 1996.
(Entergy Mississippi)
Entergy Mississippi's allocation of the proposed System Energy
wholesale rate increase is $21.6 million. In July 1995, Entergy
Mississippi filed a schedule with the MPSC that defers the retail
recovery of the System Energy rate increase. The deferral plan,
which was approved by the MPSC, began in December 1995, the effective
date of the System Energy rate increase, and will end after the
issuance of a final order by FERC. The deferred rate increase is to
be amortized over 48 months beginning October 1998.
(Entergy New Orleans)
Entergy New Orleans' allocation of the proposed System Energy
wholesale rate increase is $11.1 million. In February 1996, Entergy
New Orleans filed a plan with the City to defer 50% of the amount of
the System Energy rate increase. The deferral began in February 1996
and will end after the issuance of a final order by FERC.
LPSC Fuel Cost Review (Entergy Corporation and Entergy Gulf States)
See Note 2 to Entergy's Form 10-K, for a discussion of the
LPSC's review of Entergy Gulf States' fuel costs for the period
October 1988 through September 1991 and Entergy Gulf States'
subsequent appeal of $13.9 million of fuel costs disallowed by the
LPSC.
The LPSC is currently conducting the second phase of its review
of Entergy Gulf States' fuel costs for the period October 1991
through December 1994. On June 30, 1995, the LPSC consultants filed
testimony recommending a disallowance of $38.7 million of fuel costs.
Hearings began in December 1995 and were completed in March 1996. A
decision is expected in the second quarter of 1996.
NOTE 3. COMMON STOCK (Entergy Corporation)
During the first quarter of 1996, Entergy Corporation issued
267,679 shares of its previously repurchased common stock, reducing
the amount held as treasury stock by $7.7 million. Entergy
Corporation issued these shares to meet the requirements of its
various stock plans.
NOTE 4. LONG-TERM DEBT
(Entergy Corporation)
An Entergy subsidiary signed an agreement with several banks on
January 5, 1996, to obtain a revolving credit facility in the
aggregate amount of $1.2 billion Australian dollars ($870 million US
dollars) for the acquisition of CitiPower. The facility was drawn
down on that same date, bears interest at an average rate of 8.18%,
is non-recourse to Entergy, and matures on June 30, 2000. As part of
the CitiPower acquisition, a bank letter of credit and other
agreements were secured by Entergy Corporation totaling $79 million
as of March 31, 1996.
(Entergy Arkansas)
On April 26, 1996, Entergy Arkansas redeemed, prior to their
maturities, $23.8 million of its 10.375% Series First Mortgage Bonds
due October 1, 2020 (all of the outstanding bonds of such series) and
$58.4 million of its 10.00% Series First Mortgage Bonds due February
1, 2020, in each case at a price of 100% of their principal amounts,
using funds deposited with the mortgage trustee pursuant to the
annual maintenance and replacement fund requirement as provided under
Entergy Arkansas' mortgage.
(Entergy Louisiana)
On April 26, 1996, Entergy Louisiana redeemed, in full, prior to
its maturity, $95 million of its 10.125% Series First Mortgage Bonds
due April 1, 2020 at a price of 100% of its principal amount, using
funds deposited with the mortgage trustee pursuant to the annual
replacement fund requirement as provided under Entergy Louisiana's
mortgage.
(Entergy New Orleans)
On May 1, 1996, Entergy New Orleans retired, at 100% of the
principal amount thereof, $30 million of its 10.95% Series General &
Refunding Mortgage Bonds due May 1, 1997, $15 million of which was a
scheduled sinking fund requirement.
NOTE 5. RETAINED EARNINGS (Entergy Corporation)
On March 24, 1996, Entergy Corporation's Board of Directors
declared a common stock dividend of 45 cents per share payable on
June 1, 1996, to holders of record on May 10, 1996.
NOTE 6. RESTRUCTURING COSTS (Entergy Corporation, Entergy
Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy
Mississippi, and Entergy New Orleans)
In 1994 and 1995 Entergy implemented various restructuring
programs to reduce the number of employees and consolidate offices
and facilities. The programs were designed to reduce costs and
improve operating efficiencies in order to enable Entergy to become a
low-cost producer. The balances as of December 31, 1995, and March
31, 1996, for restructuring liabilities associated with these
programs are shown below by company along with the actual termination
benefits paid under the programs.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Restructuring Restructuring
Liability as of Adjustments Payments Liability as of
December 31, Made in Made in March 31,
Company 1995 1996 1996 1996
(In Millions)
AP&L $8.3 - ($3.4) $4.9
GSU 5.4 - (2.4) 3.0
LP&L 2.2 - (1.2) 1.0
MP&L 2.5 (0.4) (0.5) 1.6
NOPSI 0.6 - (0.3) 0.3
Other 5.2 0.4 (1.2) 4.4
------ ---- ----- -----
Total $ 24.2 - ($9.0) $15.2
====== ==== ===== =====
</TABLE>
The restructuring charges shown above primarily include employee
severance costs related to the expected termination of approximately
2,750 employees in various groups. As of March 31, 1996, 2,350
employees had either been terminated or accepted voluntary separation
packages under the restructuring plan.
NOTE 7. ACCOUNTING ISSUES
New Accounting Standard - In March 1995, the FASB issued SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of", which became effective January 1,
1996. This statement describes circumstances which may result in
assets being impaired, in addition to providing criteria for
recognition and measurement of asset impairment. In the first
quarter of 1996, Entergy Gulf States' regulatory assets of $169
million (net of tax) related to Texas retail deferred River Bend
operating and carrying costs and $5 million (net of tax) related to
Louisiana retail deferred River Bend operating costs were written off
under the provisions of SFAS 121. See Note 1 to Entergy's Form 10-K
for additional details regarding other assets and operations
potentially impacted in the future by the requirements of SFAS 121
and the process for periodically reviewing those assets and
operations for impairment.
NOTE 8. ENTERGY CORPORATION-CITIPOWER ACQUISITION (Entergy
Corporation)
On January 5, 1996, Entergy Corporation finalized its
acquisition of CitiPower, an electric distribution company serving
Melbourne, Australia, and surrounding suburbs. The purchase price of
CitiPower was approximately $1.2 billion, of which $294 million
represented an equity investment by Entergy Corporation, and the
remainder represented debt. Entergy Corporation funded the majority
of the equity portion of the investment by using $230 million of its
$300 million bank revolving credit facility.
CitiPower is one of five electric distribution businesses in the
state of Victoria. CitiPower's distribution area accounts for
approximately ten percent of Victoria's population. For the fiscal
year ended June 30, 1995, CitiPower supplied approximately 4.4
million MWh of electricity to over 230,000 customer sites.
Approximately 36,000, or 16%, of these sites were commercial
customers.
In accordance with the purchase method of accounting, the three
month results of operations for Entergy Corporation reported in its
Statements of Consolidated Income and Cash Flows do not reflect
CitiPower's results of operations for any period prior to January 5,
1996. If the acquisition had occurred on January 1, 1995, Entergy
Corporation's operating revenues would have increased by
approximately $100 million for the first quarter, but the effects on
the overall results of operations would have been immaterial. This
pro forma information is not necessarily indicative of the results of
operations that would have occurred had the acquisition been
consummated for the period for which it is being given effect.
CitiPower's results of operations for the period from January 5,
1996, through March 31, 1996, are included in Entergy Corporation's
Consolidated Financial Statements and is stated separately below:
Period from January 5, 1996
to March 31, 1996
(In Thousands)
Operating revenues $ 91,636
Operating expenses $ 73,630
Interest charges $ 17,753
Net income $ 253
_________________________________________
In the opinion of Entergy Corporation, Entergy Arkansas, Entergy
Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New
Orleans, 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 Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, and Entergy New Orleans 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.
<PAGE>
ENTERGY CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Merger-Related Proceedings (Entergy Corporation and Entergy Gulf
States)
See "Nuclear Operations" in Item 1 of Part I of Entergy's Form
10-K for information relating to the proceeding pending before the
NRC Atomic Safety and Licensing Board (ASLB), which was instigated by
Cajun and concerns the two Merger-related license amendments issued
by the NRC for River Bend. In March 1996, the ASLB, responding to
Cajun's request, dismissed the pending proceedings without prejudice.
Cajun - River Bend (Entergy Corporation and Entergy Gulf States)
See Note 8 of Entergy's Form 10-K and Note 1 for a discussion of
the Cajun litigation and bankruptcy proceedings.
On March 8, 1996, SWEPCO, Entergy Gulf States, and certain
member cooperatives of Cajun submitted a joint proposal to bring an
end to the Cajun bankruptcy proceeding. The proposal was made in
response to a bid procedure established by the Cajun bankruptcy
trustee. On April 22, 1996, the Cajun bankruptcy trustee filed a plan
of reorganization with the bankruptcy court based on a proposal by
two non-affiliated companies to take over the non-nuclear operations
of Cajun. On April 19, 1996, SWEPCO, Entergy Gulf States and certain
Cajun member cooperatives filed a separate plan of reorganization
with the court based upon their earlier proposal. The timing and
completion of the reorganization plan depends on bankruptcy court
approval and any required regulatory approvals.
On April 26, 1996, Entergy Gulf States, the Cajun bankruptcy
trustee, and the Rural Utilities Service (RUS), Cajun's largest
creditor, agreed to terms for the settlement of all disputes between
Cajun and Entergy Gulf States. The terms include, but are not
limited to, the following: (i) Cajuns' interest in River Bend will be
turned over to the RUS, which will have the option to retain the
interest, sell it to a third party, or transfer it to Entergy Gulf
States; (ii) Cajun will set aside a total of $125 million for the
decommissioning of its interest in River Bend; (iii) Cajun will
transfer certain transmission assets to Entergy Gulf States; (iv)
Cajun will settle transmission disputes and be released from claims
for payment under transmission arrangements with Entergy Gulf States;
and (v) all funds paid by Entergy Gulf States into the registry of
the District Court will be returned to Entergy Gulf States. The
settlement is subject to further approvals by the RUS, the Board of
Directors of Entergy Corporation, the U.S. Bankruptcy Court, and
appropriate regulatory agencies.
Panda Energy Corporation Complaint (Entergy Corporation)
See "Other Regulation and Litigation" in Item 1 of Part I of
Entergy's Form 10-K for information relating to the litigation
brought by Panda Energy Corporation (Panda) naming Entergy
Corporation, Entergy Enterprises, Entergy Power, Entergy Power Asia,
Ltd., and Entergy Power Development Corporation as defendants. Panda
was seeking damages of $4.8 billion. Entergy believes that this
litigation is unfounded, but entered into arrangements on April 30,
1996, to settle the matter for $350,000. Yet, the settlement
provided that it may be revoked by Entergy if the court rules in the
case. On the same day, the judge advised that he would grant summary
judgment for the defendants, because he does not believe that the
plaintiff has sustained any provable damages. Entergy will consider
whether to revoke the settlement in this case in light of the judge's
determination.
Item 4. Submission of Matters to a Vote of Security Holders
Amended and Restated Articles of Incorporation (Entergy Corporation,
Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy
Mississippi, and Entergy New Orleans)
A consent in lieu of a special meeting of common stockholders
was executed on April 22, 1996. The consent was signed on behalf of
Entergy Corporation, the holder of all issued and outstanding shares
of Entergy Arkansas', Entergy Gulf States', Entergy Louisiana's,
Entergy Mississippi's, and Entergy New Orleans' common stock. The
common stockholder by such consent, approved the amendment of its
Amended and Restated Articles of Incorporation to change the name of
Arkansas Power & Light to Entergy Arkansas, Inc., the name of Gulf
States Utilities Company to Entergy Gulf States, Inc., the name of
Louisiana Power & Light to Entergy Louisiana, Inc., the name of
Mississippi Power & Light to Entergy Mississippi, Inc., and the name
of New Orleans Public Service, Inc. to Entergy New Orleans, Inc.
Item 5. Other Information
Earnings Ratios (Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans, and System
Energy)
The 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:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Ratios of Earnings to Fixed Charges
Twelve Months Ended
December 31, March 31,
------------------------------------------------ ---------
1991 1992 1993 1994 1995 1996
------ ------ ------ ------ ------ ------
Entergy Arkansas 2.25 2.28 3.11(c) 2.32 2.56 2.70
Entergy Gulf States 1.56 1.72 1.54 .36(d) 1.86 1.11
Entergy Louisiana 2.40 2.79 3.06 2.91 3.18 3.26
Entergy Mississippi 2.36 2.37 3.79(c) 2.12 2.92 3.07
Entergy New Orleans 5.66(b) 2.66 4.68(c) 1.91 3.93 4.18
System Energy 1.74 2.04 1.87 1.23 2.07 2.08
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Ratios of Earnings to Combined Fixed Charges and
Preferred Dividends
Twelve Months Ended
December 31, March 31,
---------------------------------------------------- ---------
1991 1992 1993 1994 1995 1996
------- ------ ------ ------- ------ ------
Entergy Arkansas 1.87 1.86 2.54(c) 1.97 2.12 2.23
Entergy Gulf States 1.19 1.37 1.21 .29(d) 1.54 0.92(d)
(a)
Entergy Louisiana 1.95 2.18 2.39 2.43 2.60 2.66
Entergy Mississippi 1.94 1.97 3.08(c) 1.81 2.51 2.64
Entergy New Orleans 4.97(b) 2.36 4.12(c) 1.73 3.56 3.80
</TABLE>
(a) "Preferred Dividends" in the case of Entergy Gulf
States also include dividends on preference stock.
(b) Earnings for the year ended December 31, 1991,
include the $90 million effect of the 1991 NOPSI
Settlement.
(c) Earnings for the year ended December 31, 1993,
include $81 million, $52 million, and $18 million
for Entergy Arkansas, Entergy Mississippi, and
Entergy New Orleans, respectively, related to the
change in accounting principle to provide for the
accrual of estimated unbilled revenues.
(d) Earnings for the year ended December 31, 1994, for
Entergy Gulf States were not adequate to cover fixed
charges by $144.8 million. Earnings for the years
ended December 31, 1994, and March 31, 1996, for
Entergy Gulf States were not adequate to cover
combined fixed charges and preferred dividends by
$197.1 million and $22.0 million, respectively.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits*
3(a) - Amended and Restated Articles of Incorporation of
Entergy Arkansas and amendments thereto through April
22, 1996,
3(b) - Restated Articles of Incorporation of Entergy Gulf
States and amendments thereto through April 22, 1996.
3(c) - Restated Articles of Incorporation of Entergy
Louisiana and amendments thereto through April 22,
1996.
3(d) - Restated Articles of Incorporation of Entergy
Mississippi and amendments thereto through April 22,
1996.
3(e) - Restatement of Articles of Incorporation of Entergy
New Orleans and amendments thereto through April 22,
1996.
** 4(a) - Amended and Restated Installment Sale Agreement, dated
as of February 15, 1996, between System Energy and
Claiborne County, Mississippi (filed as Exhibit B-6(a)
to Rule 24 Certificate dated March 4, 1996 in File No.
70-8511).
** 4(b) - Sixth Supplemental Indenture, dated as of March 1,
1996, to Entergy New Orleans' Mortgage and Deed of
Trust, dated as of May 1, 1987 (filed as Exhibit 4(a)
to Form 8-K dated March 22, 1996 in File No. 0-5807).
** 4(c) - Fifty-third Supplemental Indenture, dated as of March
1, 1996, to Entergy Arkansas' Mortgage and Deed of
Trust, dated as of October 1, 1944 (filed as Exhibit C-
2 to Form U5S for the year ended December 31, 1995).
** 4(d) - Fifty-first Supplemental Indenture, dated as of March
1, 1996, to Entergy Louisiana's Mortgage and Deed of
Trust, dated as of April 1, 1944 (filed as Exhibit A-
2(a) to Rule 24 Certificate dated April 4, 1996 in
File No. 70-8487).
** 4(e) - Share Sale Agreement (Revised) of December 12, 1995,
relating to acquisition of CitiPower Limited, among
State Electricity Commission of Victoria, the State of
Victoria, Entergy Victoria LDC, Entergy Victoria
Holding LDC and Entergy Corporation (filed as Exhibit
C-1(o) to Form U5S for the year ended December 31,
1995 pursuant to Rule 104).
** 4(f) - Multi-Option Syndicated Facility Agreement, dated as
of January 5, 1996, among CitiPower Limited as
Borrower, Commonwealth Bank of Australia as Facility
Agent, Bank of America N.T. & S.A. as Arranger, and
Commonwealth Bank of Australia as Security Trustee
(filed as Exhibit C-1(p) to Form U5S for the year
ended December 31, 1995).
** 4(g) - Undertaking Agreement, dated as of March 7, 1996, of
Entergy Corporation to Commonwealth Bank of Australia
as Facility-Agent, of CitiPower Limited's obligations
up to maximum of $7,367,000 under the Multi-Option
Syndicated Facility Agreement (filed as Exhibit C-1(q)
to Form U5S for the year ended December 31, 1995).
23(a) - Consent of Clark, Thomas & Winters (A Professional
Corporation).
23(b) - Consent of Sandlin Associates.
27(a) - Financial Data Schedule for Entergy Corporation and
Subsidiaries as of March 31, 1996.
27(b) - Financial Data Schedule for Entergy Arkansas as of
March 31, 1996.
27(c) - Financial Data Schedule for Entergy Gulf States as of
March 31, 1996.
27(d) - Financial Data Schedule for Entergy Louisiana as of
March 31, 1996.
27(e) - Financial Data Schedule for Entergy Mississippi as of
March 31, 1996.
27(f) - Financial Data Schedule for Entergy New Orleans as of
March 31, 1996.
27(g) - Financial Data Schedule for System Energy as of March
31, 1996.
99(a) - Entergy Arkansas' Computation of Ratios of Earnings to
Fixed Charges and of Earnings to Combined Fixed
Charges and Preferred Dividends, as defined.
99(b) - Entergy Gulf States' Computation of Ratios of Earnings
to Fixed Charges and of Earnings to Combined Fixed
Charges and Preferred Dividends, as defined.
99(c) - Entergy Louisiana's Computation of Ratios of Earnings
to Fixed Charges and of Earnings to Combined Fixed
Charges and Preferred Dividends, as defined.
99(d) - Entergy Mississippi's Computation of Ratios of
Earnings to Fixed Charges and of Earnings to Combined
Fixed Charges and Preferred Dividends, as defined.
99(e) - Entergy New Orleans' 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,
Entergy Arkansas, Entergy Gulf States, Entergy
Louisiana, Entergy Mississippi, Entergy New Orleans,
and System Energy for the fiscal year ended December
31, 1995, 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) - Opinion of Clark, Thomas & Winters, a professional
corporation, dated September 30, 1992 regarding the
effect of the October 1, 1991 judgment in Entergy Gulf
States v. PUCT in the District Court of Travis County,
Texas (99-1 in Registration No. 33-48889).
** 99(i) - Opinion of Clark, Thomas & Winters, a professional
corporation, dated August 8, 1994 regarding recovery
of costs deferred pursuant to PUCT order in Docket
6525 (filed as Exhibit 99(j) to Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994 in File
No. 1-2703).
99(j) - Opinion of Clark, Thomas & Winters, a professional
corporation, confirming its opinions dated September
30, 1992 and August 8, 1994.
___________________________
* Reference is made to a duplicate list of exhibits being
filed as a part of Form 10-Q for the quarter ended March
31, 1996, 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 March 31, 1996.
** Incorporated herein by reference as indicated.
(b) Reports on Form 8-K
Entergy New Orleans
A current report on Form 8-K, dated March 20, 1996,
was filed with the SEC on March 22, 1996, reporting
information under Item 5. "Other Events."
Entergy and Entergy Gulf States
A current report on Form 8-K, dated March 22, 1996,
was filed with the SEC on March 22, 1996, reporting
information under Item 5. "Other Events."
Entergy and Entergy Gulf States
A current report on Form 8-K, dated April 19, 1996,
was filed with the SEC on April 22, 1996, reporting
information under Item 5. "Other Events." and Item 7.
"Financial Statements and Exhibits."
Entergy and Entergy Gulf States
A current report on Form 8-K, dated April 29, 1996,
was filed with the SEC on April 30, 1996, reporting
information under Item 5. "Other Events."
<PAGE>
EXPERTS
The statements attributed to Clark, Thomas & Winters, A
Professional Corporation, as to legal conclusions with respect to
Entergy Gulf States' 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 Entergy Gulf States 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
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
SYSTEM ENERGY RESOURCES, INC.
/s/ Louis E. Buck, Jr.
Louis E. Buck, Jr.
Vice President, Chief Accounting
Officer and Assistant Secretary
(For each Registrant and for each as
Principal Accounting Officer)
Date: May 6, 1996
<PAGE>
Exhibit 3(a)
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ARKANSAS POWER & LIGHT COMPANY
The following Amended and Restated Articles of
Incorporation, duly adopted pursuant to the authority and
provisions of Title 4, Chapter 27 of the Arkansas Code of 1987
Annotated, amend, restate, integrate and supersede the existing
Articles of Incorporation of the Corporation, which consist of
the Agreement of Consolidation or Merger dated October 13, 1926,
by and among the Corporation and East Arkansas Power & Light
Company, Arkansas Central Power Company, Arkansas Light & Power
Company, and The Pine Bluff Company, and all amendments thereto.
FIRST: Name. The name of the Corporation is Arkansas Power
& Light Company.
SECOND: Adoption of Arkansas Business Corporation Act. The
provisions of Title 4, Chapter 27 of the Arkansas Code of 1987
Annotated, as may be amended or otherwise modified (the "Arkansas
Business Corporation Act"), shall apply to the Corporation and to
these Amended and Restated Articles of Incorporation.
THIRD: Registered Office and Agent. The address of the
current registered office of the Corporation and the name of its
current registered agent at such address are as follows:
Registered Agent Registered Office
Freda Green 425 West Capitol
40th Floor
Little Rock, Arkansas
FOURTH: Purposes. The purpose of the Corporation is to
engage in any lawful act or activity for which corporations may
be organized under the Arkansas Business Corporation Act. The
primary purpose for which the Corporation is organized, which is
provided for informational purposes-only and shall not limit the
purposes provided in the Arkansas Business Corporation Act, is to
engage in the business of constructing, holding, operating, and
maintaining (i) telephone, telegraph, radio, wireless and other
systems, facilities, structures and devices for the receipt and
transmission of sounds and signals, (ii) inter-urban, city and
street railways, railroads, and bus lines, and (iii) systems,
facilities, structures and devices for the manufacture,
production, transmission, distribution, control, storage,
purchase, sale, supply and application of electricity, gas,
water, steam, ice, refrigeration, and power.
FIFTH: Powers. The Corporation shall have and exercise all
of the powers conferred upon corporations by virtue of their
existence under, and as authorized by, the Arkansas Business
Corporation Act, as may be amended or otherwise modified.
SIXTH: Authorized Shares and Rights of Shareholders.
(a) The total number of shares of capital stock which the
Corporation shall have authority to issue is 352,730,000, which
shall consist of one class of 325,000,000 shares of common stock
of the par value of $0.01 per share ("Common Stock") and three
classes of preferred stock consisting of 15,000,000 shares of
preferred stock of the par value of $0.01 per share ("Class A
Preferred Stock"), 3,730,000 shares, of preferred stock of the
par value of S100 per share ("$100 Preferred Stock"), and
9,000,000 shares of preferred stock of the par value of $25 per
share ("$25 Preferred Stock"), which three classes of preferred
stock may be collectively referred to as "Preferred Stock."
(b) The Board of Directors of the Corporation is
authorized, subject to the limitations prescribed by the Arkansas
Business Corporation Act and the provisions of this Article
SIXTH, to provide for the issuance of the shares of Preferred
Stock in series, and, by filing articles of amendment pursuant to
the Arkansas Business Corporation Act, to establish from time to
time the number of shares to be included in each such series and
to fix the designation, powers, preferences and rights of the
shares of each such series and. the qualifications, limitations
or restrictions thereof. The authority of the Board of Directors
with respect to each such series shall include determination of
only the following:
(1) The number of shares constituting that series and
the distinctive designation of that series;
(2) The dividend rate, or the method of calculation
thereof, on the shares of that series, the dates on which
dividends shall be paid in each year or the method of
determination thereof, and the date from which such dividends
shall commence to accumulate:
(3) Whether that series shall have conversion
privileges, and, if so, the terms and conditions of such
conversion, including provision for adjustment of the conversion
rate in such events as the Board of Directors shall determine;
(4) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they
shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and
at different redemption dates;
(5) Whether that series shall have a sinking fund for
the redemption or purchase of shares of that series, and, if so,
the terms and amount of such sinking fund; and
(6) The amount payable on the shares of that series in
the event of voluntary or, in the case of the Class A Preferred
stock, involuntary liquidation, dissolution or winding up of the
Corporation.
The Class A Preferred Stock, the $100 Preferred Stock and
the $25 Preferred Stock shall have the same rank and shall be
identical with each other, except as to matters relating to the
par values thereof, the variations between the respective series
thereof, and the voting entitlement of the respective shares
thereof in cases when the shares' of two or more classes of
Preferred Stock are required to vote together as a voting group
or one or more classes of Preferred Stock are required to vote
together with the Common Stock as a voting group. The shares of
all series within a class of Preferred Stock shall have the same
rank, shall be identical with each other, and shall have the same
relative rights, except as to those characteristics described in
clauses l through 6 above.
(c) Subject to the foregoing, the distinguishing charac
teristics of the Preferred Stock shall be:
(1) 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 by these Amended and Restated Articles of Incorporation or
by the articles of amendment creating such series; such dividends
to be cumulative from such date and payable on such dates in each
year as may be stated and expressed in these Amended and Restated
Articles of Incorporation or such articles of amendment 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.
(2) (A) When 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, and thereafter until all dividends on any
such Preferred Stock in arrears shall have been paid or declared
and set apart for payment, the holders of Preferred Stock, voting
together as a voting group, to the exclusion of the holders of
Common Stock, shall be entitled to elect the smallest number of
directors necessary to constitute a majority of the full Board of
Directors (the "Preferred Directors"), and except as provided in
subparagraph (B) below, the holders of Common Stock, voting
together as a voting group, to the exclusion of the holders of
Preferred Stock, shall be entitled to elect the remaining
directors of the Corporation (the "Remaining Directors"). 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 the Preferred Directors, except that if the holders
of Common Stock shall not have elected the Remaining Directors
then, and only in that event, the directors of the Corporation in
office just prior to the election of the Preferred Directors
shall elect the Remaining Directors. Thereafter, while such
arrearage continues, 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.
(B) Accumulations of dividends on any shares of
the Preferred Stock shall not bear interest. If and when all
dividends in arrears on the Preferred Stock shall be paid in
full, or declared and set apart for payment (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 vesting of such special voting
right in the holders of the Preferred Stock, but always subject
to the same provisions for vesting such special rights in the
holders of the Preferred Stock in case of further like arrearage
or arrearages in the payment of dividends thereon as described in
subparagraph (A) above. When all dividends in arrears on the
Preferred Stock shall have been paid in full, or declared and set
apart for payment, the terms of office of all Preferred Directors
shall forthwith terminate, and the resulting vacancies shall be
filled by the vote of a majority of the Remaining Directors.
(C) Except as provided in Article EIGHTH hereof,
in case of any vacancy in the office of a director occurring
among the Preferred Directors the remaining Preferred Directors
by affirmative vote of a majority thereof, or the remaining
Preferred Director, if there be but one, may elect a successor or
successors to hold office for the unexpired term or terms of the
Preferred Director or Directors whose place or places shall be
vacant. Likewise, except as provided in Article EIGHTH hereof, in
case of any vacancy in the office of a director occurring among
the Remaining Directors the holders of the Common Stock, by
affirmative vote of a majority thereof, shall elect a successor
or successors to hold office for the unexpired term or terms of
the Remaining Director or Director- whose place or places shall
be vacant.
(D) Whenever the right shall have accrued to the
holders of the Preferred Stock to elect directors it shall be the
duty of the President, a Vice-President or the Secretary of the
Corporation to call and cause notice to be given to the
stockholders entitled to vote at a meeting to be held at such
time as the Corporation's officers may fix, not less than forty-
five (45) nor more than ninety (90) 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 any shares of
Preferred Stock are 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, the holders
of Preferred Stock, voting together as a voting group, to the
exclusion of holders of Common Stock, have the right to elect the
smallest number of directors necessary to constitute a majority
of the full Bard 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 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
(2) 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 to elect
directors ("First Meeting"), the presence in person or by proxy
of the holders of a majority of the votes entitled to be cast by
the Common Stock shall be required to constitute a quorum of such
voting group for the election of directors, and the presence in
person or by proxy of the holders of a majority of the votes
entitled to be cast by the Preferred Stock shall be required to
constitute a quorum of such voting group for the election of
directors; provided, however, that in the absence of a quorum of
the holders of the Preferred Stock, ho election of directors
shall be held, but the holders of a majority of the votes
entitled to be cast by the Preferred Stock which are represented
at the meeting shall have power to adjourn the election of the
directors to a date not less than fifteen (15) nor more than
fifty (50) days from the giving of the notice of such adjourned
meeting hereinafter provided for ("Adjourned Meeting"); and
provided, further, that at such Adjourned Meeting the presence in
person or by proxy of the holders of thirty-five percent (35%) of
the votes entitled to be cast by the Preferred Stock shall be
required to constitute a quorum of such voting group far 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 (10) 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 stockholders entitled to vote thereat,
such Adjourned Meeting to be held not less than fifteen (15) days
nor more than fifty (50) 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 thirty-five percent (35%) of the votes
entitled to be cast by the Preferred Stock shall be required to
constitute a quorum of such voting group for the election of
directors at such Adjourned Meeting. If the requisite quorum of
holders of the Preferred Stock shall not be present at such
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 ninety (90) days before 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 shall have the right to elect Preferred
Directors, the foregoing provisions of this paragraph (2) shall
govern each Annual Meeting, or special meeting in lieu thereof,
as if such Annual Meeting or special meeting were the First
Meeting; provided that if at any adjourned annual meeting, or
special meeting in lieu thereof, the holders of at least thirty-
five percent (35%) of the votes entitled to be cast by the
Preferred Stock shall not be represented at the meeting, all the
directors shall be elected by a vote of the holders of the Common
Stock of the Corporation represented at the meeting.
(3) 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 at least two-thirds (2/3) of the votes entitled to be
cast by the Preferred Stock, voting together as a voting group:
(A) create, authorize or issue any new stock which
after issuance would rank prior to the Preferred Stock as to
dividends or distributions or in liquidation, dissolution, or
winding up, 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 (7) 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
(B) 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 (2/3) of votes entitled to be cast by the shares of all
series so affected, voting together as a voting group, 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.
(4) 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 votes entitled to be cast by the
Preferred Stock, voting together as a voting group:
(A) merge or consolidate with or into any other
corporation or sell or otherwise dispose of all or substantially
all of its assets unless such merger, consolidation, sale or
other disposition or the issuance or assumption of securities in
the effectuation thereof shall have been ordered or approved
under the Public Utility Holding Company Act of 1935, as amended,
or as may be amended ("Public Utility Holding Company Act"):
(B) issue or assume any unsecured notes,
debentures or other securities representing unsecured debt (other
than for the purpose of refunding or renewing outstanding
unsecured securities issued or assumed by the Corporation
resulting in equal or longer maturities or redeeming or otherwise
retiring all outstanding shares of the Preferred Stock) if
immediately after such issue or assumption (i) the total
outstanding principal amount of all unsecured notes, debentures
or other securities representing unsecured debt of the
Corporation will thereby exceed twenty percent (20%) of the
aggregate of all existing secured debt of the Corporation and the
capital stock, premiums thereon, and surplus of the Corporation,
as stated on its books, or (ii) the total outstanding principal
amount of all unsecured notes, debentures, or other securities
representing unsecured debt of the Corporation of maturities of
less than ten (10) years will thereby exceed ten percent (10%) of
such aggregate. For the purposes of this subparagraph (B), 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 final maturity of any unsecured serial debt
which had original maturities in excess of ten (10) years shall
not be regarded as unsecured debt of a maturity of less than ten
(10) years until such payment shall be required to be made within
three (3) years;
(C) 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
distributions or in liquidation, dissolution, or winding up
(other than for the purpose of refinancing an equal par amount of
the $100 or S25 Preferred Stock or an equal liquidation value
amount of the Class A Preferred Stock or of stock ranking prior
to or on a parity with the Preferred Stock as to dividends or
distributions or in liquidation, dissolution, or winding up)
unless the gross income of the Corporation for a period of twelve
(12) consecutive calendar months within a period of fifteen (15)
calendar months immediately preceding the calendar month of the
issuance, sale or disposition of such stock, determined in
accordance with generally accepted accounting principles (but in
any event after deducting all taxes and the greater of (i) the
amount for said period charged by the Corporation on its books to
depreciation expense or (ii) the largest amount then required to
be provided therefor by any mortgage indenture of the
Corporation), shall have been at least one and one-half times the
sum of (a) the annual interest charges on all bonds, debentures,
notes and other securities representing indebtedness of the
Corporation and (b) 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 computed at the initial rate
applicable at the time of issuance; 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 stock ranking prior to, or
on a parity with, the Preferred Stock as to dividends or
distributions; and provided, further, that if any such
indebtedness or stock bears interest or provides for dividends at
a variable rate, then the interest or dividends on such
indebtedness or stock shall be computed at the average annual
rate in effect for such indebtedness or stock during the period
of twelve (12) consecutive calendar months (or any portion
thereof in which such indebtedness or stock is outstanding) being
used for the calculation of gross income, and if such
indebtedness or stock has been issued after the end of such
twelve (12) consecutive calendar months, then computed at the
initial rate applicable at the time of issuance; and provided,
further, that in any case where such additional shares of the
Preferred Stock, or other class of stock ranking prior to, or 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
(D) 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
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 (D), it becomes necessary to take into con
sideration 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 (8) 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.
(5) Each holder of Common Stock of the Corporation
shall be entitled to one vote for each share of such stock
standing in his name on the books of the Corporation. Except as
hereinbefore expressly provided in this Article SIXTH and as may
otherwise be required by law, the holders of 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 those
matters upon which holders of Common Stock, the Class A Preferred
Stock, the $100 Preferred Stock and the $25. Preferred Stock are
entitled to vote as separate voting groups, each holder of such
stock shall be entitled to one vote for each share of such stock
standing in his name on the books of the Corporation. As to those
matters upon which holders of the Class A Preferred Stock, the
$100 Preferred Stock, and the $25 Preferred Stock shall be
required to vote as a single voting group, each holder of Class A
Preferred Stock shall be entitled to the number of votes per
share produced by dividing the liquidation value of such share by
$100, each holder of $100 Preferred Stock shall be entitled to
one vote 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 (l/4) vote for each share of
such stock standing in his name on the books of the Corporation.
As to those matters upon which the holders of Common Stock and
the holders of Preferred Stock shall be required to vote together
as a single voting group, each holder of Common Stock shall be
entitled to one vote for each share of such stock standing in his
name on the books of the Corporation, each holder of Class A
Preferred Stock shall be entitled to the number of votes per
share produced by dividing the liquidation value of such share by
$100, each holder of $100 Preferred Stock shall be entitled to
one vote 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 (l/4) vote for each share of
such stock standing in his name on the books of the Corporation.
(6) In the event of any voluntary liquidation,
dissolution or winding up of the Corporation, the Preferred
Stock, all shares of which then outstanding being treated pari
passu, 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 that 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, all shares of which
then outstanding being treated pari passu, shall also have a
preference over the Common Stock until the full par value
thereof, in the case of the $100 Preferred Stock and the $25
Preferred Stock, and the full liquidation value thereof, in the
case of the Class A Preferred Stock, and an amount equal to all
accumulated and unpaid dividends thereon shall have been paid by
dividends or distribution.
(7) (A)- The Corporation may at any time (except to
the extent redemption is restricted herein or in the Articles of
Amendment creating a series of the Preferred Stock) redeem all of
any series of the Preferred Stock or may from time to time
(except to the extent so restricted) redeem any part thereof, by
paying in cash the redemption price then applicable thereto as
stated and expressed with respect to such series herein or in the
articles of amendment providing for the issue of such shares,
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
last known 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 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 Little Rock, Arkansas, or in the City of Pine
Bluff, Arkansas, 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 such shares, but
shall be entitled only to receive such moneys from such bank or
trust company deposited as in this paragraph (7) provided, on
endorsement and surrender of their certificates, as aforesaid.
Such moneys may be invested in such securities as are then legal
investments for such bank or trust company and the earnings, if
any, thereon shall be paid to or at the direction of the
Corporation. Any moneys so deposited, plus interest thereon, if
any, remaining unclaimed at the end of four (4) 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, as above stated, for the redemption of such
shares and so paid to the Corporation. The Corporation shall not
be obligated to keep such moneys repaid to the Corporation
separate and apart from other funds of the Corporation. Shares of
the Preferred Stock which have been redeemed shall not be
reissued as part of the same series as originally issued, but
shall revert to the status of authorized but unissued shares of
Preferred Stock of the same class, which may thereafter be
reissued as part of a new series of preferred stock of the same
class in accordance with the terms of these Amended and Restated
Articles of Incorporation. If less than all of the shares of a
series of the Preferred Stock are to be redeemed, the shares
thereof to be redeemed, unless otherwise provided in these
Amended and Restated Articles of Incorporation or the articles of
amendment creating such series, 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.
(B) 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 if at any
time it shall have failed to pay dividends in full on any
outstanding shares of the Preferred Stock, thereafter and until
dividends in full on all shares of the Preferred Stock
outstanding shall have been paid, or declared and set aside for
payment, for all past quarter-yearly dividend periods, it shall
not (i) acquire any shares of the Preferred Stock (except by
redemption of all shares of the Preferred Stock) unless approval
is obtained under the Public Utility Holding Company Act, or (ii)
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 unless approval is obtained under the Public
Utility Holding Company Act. Any shares of the Preferred Stock so
redeemed, purchased or acquired shall not be reissued as part of
the same series as originally issue, but shall revert to the
status of authorized but unissued shares of Preferred Stock of
the same class, which shares may thereafter be reissued as part
of a new series of Preferred Stock of the same class in
accordance with the terms of these Amended and Restated Articles
of Incorporation.
(8) For the purposes of this paragraph (8) and
subparagraph (D) of paragraph (4) the term "Common Stock Equity"
shall mean the aggregate of (i) 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, (ii) the premium on
such junior stock and (iii) 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) (a) any amounts recorded
on the books of the Corporation for utility plant and other plant
in excess of the original cost thereof, (b) 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, (c) 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 (d) the excess, if any for the period beginning with January
1, 1954 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 charged by the Corporation on its books for
depreciation during such period, including the final fraction of
a year. For the purpose of this paragraph (8): (i) the term
"Total Capitalization" shall mean the sum of the Common Stock
Equity plus item (c) in this paragraph (8) plus the stated
capital applicable to, and any premium on, outstanding stock of
the Corporation not included in Common Stock Equity, plus the
principal amount of all outstanding bonds, debentures, notes and
other securities representing indebtedness 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 include 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 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 twenty percent (20%) of
Total Capitalization, the Corporation shall not declare such
dividend 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 percent
(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 dividend is
declared, except that the Corporation may at any time declare a
dividend 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 twenty-five percent
(25%) but not less than twenty percent (20%) of Total
Capitalization, the Corporation shall not declare such dividend
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 percent (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 dividend is, declared, except that the Corporation may at
any time declare dividends 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
twenty-five percent (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 percent (25%) of Total Capitalization, except to the extent
provided in subparagraphs (A) and (B) above.
At any time when the aggregate of all amounts credited
subsequent to January 1, 1954 to the depreciation reserve account
of the Corporation through charges to operating revenue
deductions or otherwise on the books of the Corporation (other
than transfers out of the balance of surplus as of December 31,
1953) shall be less than the amount computed as provided in
clause (i) 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 (i) the greater of the cumulative amount charged to
depreciation expense 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 l, 1954 to and including any such
twelve-month period, less (ii) the greater of the cumulative
amount charged to depreciation expense 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 l, 1954 up to but excluding any such
twelve-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 charged to depreciation expense on the books of the
Corporation" shall be exclusive of amounts provided for such
property prior to the merger.
(9) 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 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 any series of the Preferred Stock, but whenever (a)
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 (b) all payments shall have been
made or funds shall 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 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 funds legally available for payment of
dividends. 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, the Common
Stock (subject to the rights of any class of stock hereafter
authorized) shall receive all further dividends and shares in
distribution.
(10) 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.
(11) 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.
(12) Subject to the limitations hereinabove set forth,
and except to the extent that conversions, participations or
other special rights are established with respect to any series
of Preferred Stock by the Board of Directors as hereinabove
provided, the Board of Directors of the Corporation may at any
time authorize the conversion or exchange of the whole or any
particular part of the outstanding Preferred Stock of any class,
with the consent of the holders 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 (2/3) of the votes represented by
shares of Common Stock outstanding given at a meeting of the
holders of the Common Stock called and held as provided by the
Bylaws 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.
(13) 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 Amended and
Restated Articles of Incorporation.
(14) If any provision in this Article SIXTH shall be in
conflict or inconsistent with any other provision of these
Amended and Restated Articles of Incorporation, the provisions of
this Article SIXTH shall prevail and govern.
(15) 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 Amended and Restated
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.
(16) The Statements of Creation of the Corporation
dated as of (See Note l at the end hereof.) and attached hereto
as Appendix "A" are hereby incorporated in these Amended and
Restated Articles of Incorporation and made a part hereof as if
they were set forth in full in this Article SIXTH.
SEVENTH: Director Conflict of Interest.
(a) A conflict of interest transaction is a transaction with
the Corporation in which a director of the Corporation has a
direct or indirect interest. A conflict of interest transaction
is not voidable by the Corporation solely because of the
director's interest in the transaction if any one of the
following is true:
(1) The material facts of the transaction and the
director's interest were disclosed or known to the Board of
Directors or a committee of the Board of Directors and the
Board of Directors or committee authorized, approved, or
ratified the transaction
(2) The material facts of the transaction and the
director's interest were disclosed or known to the holders
of Common Stock and the transaction was authorized,
approved, or ratified by the vote of the holders of a
majority of the votes entitled to be cast by the Common
Stock; or
(3) The transaction was fair to the Corporation.
(b) For purposes of this Article SEVENTH, a director of the
Corporation has an indirect interest in a transaction and the
transaction should be considered by the Board of Directors of the
Corporation if:
(1) Another entity in which the director has a material
financial interest or in which the director is a general
partner is a party to the transaction; or
(2) Another entity of which the director is a director,
officer, or trustee is a party to the transaction.
EIGHTH: Board of Directors.
(a) The affairs and business of the Corporation shall be
conducted and controlled by a Board of Directors, and the number
of directors which shall constitute the whole Board shall be such
as from time to time shall be fixed by resolution adopted by
holders of the Common Stock, but in no case shall the number of
directors be less than three (3) nor more than eighteen (18).
Directors shall be elected by the Common Stock except as provided
in Article SIXTH (c)(2) at each annual meeting of the
stockholders and each director so elected shall hold office until
the next annual meeting of the stockholders or until his
successor is elected and qualified, except as herein provided.
All stockholders entitled to vote for the election of directors
may cumulate their votes for directors. Any or all directors
elected by the holders of Common Stock may at any time be removed
without cause by the vote of the holders of a majority of the
votes entitled to be cast by the Common Stock given at a meeting
called for the purpose of considering such action, and the
successor of any director so removed shall be elected by the
holders of common stock at such meeting or at a later meeting;
provided, however, a director may not be removed without cause if
the number of votes sufficient to elect him under cumulative
voting is voted against his removal. Any or all directors elected
by the holders of Preferred Stock may at any time be removed
without cause by the vote of the holders of a majority of the
votes entitled to be cast by the Preferred Stock given at a
meeting called for the purpose of considering such action, and
the successor of any director so removed shall be elected by the
holders of Preferred Stock at such meeting or at a later meeting;
provided, however, a director may not be removed without cause if
the number of votes sufficient to elect him under cumulative
voting is voted against his removal. Except as provided in
Article SIXTH(c)(2), vacancies occurring among the directors
shall be filled by the shareholders at a special meeting held for
such purpose, or by action taken in lieu of such meeting, or at
the next annual meeting following any vacancy. If the vacant
office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group
shall be entitled to participate in the filling of such vacancy.
If the number of directors is decreased then to the extent that
the decrease does not exceed the number of vacancies in the Board
then existing, 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. The Board of Directors shall have
power to hold their meetings, to have one or more offices and to
keep the corporate books (except such books as are required by
law to be kept within the State of Arkansas) outside of the State
of Arkansas at such places as may from time to time be designated
by them. The Board of Directors shall choose one of its members
as president, and shall also choose a secretary and a treasurer,
and such other officers as the Bylaws of the corporation shall
prescribe.
(b) The Board of Directors shall have power to authorize and
cause to be executed mortgages or deeds of trust which shall
cover and create a lien upon, or otherwise encumber, all or any
part of the property of the Corporation of whatsoever kind and
wheresoever situated whether then owned or thereafter acquired
and to provide in any such mortgage or deed of trust that the
amount of bonds or other evidences of indebtedness to be issued
thereunder and to be secured thereby shall be limited to a
definite amount or limited only by the conditions therein
specified and to issue or cause to be issued by the Corporation
the bonds or other evidences of indebtedness to be secured
thereby.
NINTH: Limitation of Director Liability.
(a) To the fullest extent permitted by the Arkansas Business
Corporation Act, as currently in effect or as hereafter may be
amended or modified, or any other applicable law presently or
hereafter in effect, no director of the Corporation shall be
personally liable to the Corporation or its shareholders for
monetary damages for or with respect to any acts or omissions in
the performance of his duties.
(b) Any repeal or modification of the foregoing subparagraph
by the shareholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation existing
at the time of such repeal or modification.
TENTH: Indemnification.
(a) Every person who is or was an officer, director or
employee of the Corporation and who also is or was a party or is
threatened to be made a party to or is involved in any
threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative or by
or in the right of the Corporation, by reason of the fact that he
is or was a director, officer or employee of the Corporation or
is or was serving at the request of the Corporation as a director
or officer of another corporation, or as its representative in a
partnership, joint venture, trust, or other enterprise, shall be
indemnified and. held harmless to the fullest extent legally
permissible under and pursuant to the Arkansas Business
Corporation Act, as currently in effect or as hereafter may be
amended or modified, but in the case of any such amendment, only
to the extent that such amendment permits the Corporation to give
broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment. Such right of
indemnification shall be a contract right that may be enforced in
any lawful manner by such person. Such! right of indemnification
shall not be exclusive of any other right which such director,
officer or employee may have or hereafter acquire and, without
limiting the generality of such statement, he shall be entitled
to his rights of indemnification under any agreement, vote of
shareholders, provision of law, or otherwise, as well as his
rights under this Article TENTH.
(b) Expenses incurred by any person who is or was an
officer, director or employee of the Corporation in defending a
civil, criminal, administrative, or investigative action, suit or
proceeding by reason of the fact that he is or was a director,
officer or employee of the Corporation or was serving at the
Corporation's request as a director or officer of another
corporation or as its representative in a partnership, joint
venture, trust or other enterprise shall be paid by the
Corporation in advance of the final disposition of such action,
suit or proceeding to the fullest extent legally permissible
under and pursuant to the Arkansas Business Corporation Act, as
currently in effect or as hereafter may be amended or modified,
but in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader rights
to payment of expenses than said law permitted the Corporation to
provide prior to such amendment. Such right to payment of
expenses shall be a contract right that may be enforced in any
lawful manner by such person.
(c) If any provision of this Article TENTH or the
application thereof to any person or circumstance is adjudicated
invalid, such invalidity shall not affect other provisions or
applications of this Article TENTH which lawfully can be given
without the invalid provision or application.
ELEVENTH: Bylaws. The present by-laws of the Corporation
shall continue to be the by-laws of the Corporation until changed
or amended as therein or herein or by law provided.
TWELFTH: Incorporators. The names of the incorporators of
the Corporation, as set forth in the Agreement of Consolidation
or Merger dated October 13, 1926, described in the first
paragraph of these Amended and Restated Articles of
Incorporation, which information is provided herein for
informational purposes only, are as follows:
C. D. Cherry
W. H. Holmes
Ray Gibson
The number of shares of Common Stock, S100 Preferred Stock,
and $25 Preferred Stock issued and outstanding and entitled to
vote at the special meeting of the stockholders of the
Corporation held on October 19, 1988, and as adjourned to
November 9, 1988 (the "Special Meeting"), were as follows.
Common Stock $100 Preferred Stock S25 Preferred Stock
54,980,196 1,811,089 3,438,211
At the Special Meeting, the shareholders of the Corporation
considered and approved the following amendments to the
Corporation's existing Agreement of Consolidation or Merger, as
amended, by the respective votes set forth below, resulting in
the adoption of these amended and Restated Articles of
Incorporation.
Item 1. Proposal to amend and restate the Corporation's
existing Agreement of Consolidation or Merger, as
amended, to adopt the new Arkansas Business Corporation
Act as the corporate law which shall govern the affairs
of the Corporation and to make certain other amendments
as described in the Proxy Statement dated as of August
16, 1988.
<PAGE>
Number of Shares Voted
COMMON STOCK $100 PREFERRED STOCK $25 PREFERRED STOCK
IN FAVOR AGAINST IN FAVOR AGAINST IN FAVOR AGAINST
54,980,196 -0- 1,225,729 190,301 2,353,786 228,974
Item 2. Proposal to increase the authorized capital of the
Corporation by creating a new class of preferred stock,
consisting of 15,000,000 shares, which shall be labeled
"Class A Preferred Stock," shall have a par value of
$0.01 per share, and shall have the same rank and shall
be on a parity with the existing classes of preferred
stock.
Number of Shares Voted
COMMON STOCK $100 PREFERRED STOCK $25 PREFERRED STOCK
IN FAVOR AGAINST IN FAVOR AGAINST IN FAVOR AGAINST
54,980,196 -0- 1,096,136 94,847 2,312,967 232,483
IN WITNESS WHEREOF, we have set our hands hereunto this
9th day of November, 1988.
/s/ Jerry L. Maulden
Jerry L. Maulden
President and Chief Executive Officer
ATTEST:
/s/ Michael B. Bemis
Michael B. Bemis
Secretary
<PAGE>
VERIFICATION
STATE OF ARKANSAS )
)
COUNTY OF PULASKI )
We, Jerry L. Maulden and Michael B. Bemis, being first duly
sworn, do hereby state that we are the President and Chief
Executive Officer and Secretary, respectively, of Arkansas Power
& Light Company, an Arkansas corporation; that we are duly
authorized in our respective capacities to execute the Amended
and Restated Articles of Incorporation on behalf of Arkansas
Power & Light Company; that each of us has read the foregoing
Amended and Restated Articles of Incorporation; that the matters
set forth herein are true and correct; and that we have so
signed, executed and delivered the Amended and Restated Articles
of Incorporation for the uses and purposes therein set forth.
/s/ Michael B. Bemis /s/ Jerry L. Maulden
Secretary President and Chief Executive
Officer
SUBSCRIBED AND SWORN TO before me on this 9th day of
November, 1988.
/s/ Shirley Hunter
Notary Public
My Commission expires:
March 1, 1991
(SEAL)
<PAGE>
NOTE 1
DATE OF STATEMENTS OF CREATION
April 20, 1954
March 30, 1955
October 22, 1964
April 7, 1965
October 18, 1966
January 16, 1969
April 6, 1972
December 6, 1972
November 28, 1973
July 16, 1975
November 12, 1975
December 15, 1976
January 24, 1979
June 21, 1979
January 22, 1980
November 24, 1986
<PAGE>
APPENDIX A
<PAGE>
CERTIFICATE PURSUANT TO SECTION 64-201
OF THE ARKANSAS STATUTES
OF
ARKANSAS POWER & LIGHT COMPANY
_____________________________
Arkansas Power & Light Company, a corporation organized
under the laws of the State of Arkansas, does hereby certify:
That at a meeting or the Board of Directors of said
Arkansas Power & Light Company duly held on April 20, 1954,
a resolution was duly adopted creating a series of the
Preferred Stock, Cumulative, $100 par value, of the
Corporation as follows:
RESOLVED that the Board of Directors hereby
creates and establishes and authorizes the issue of a
series of the Preferred Stock, Cumulative, $100 par
value, of the Corporation (being of the class
authorized by amendment heretofore made this day of the
Agreement of Consolidation or Merger under which the
Corporation is constituted), which series or Preferred
Stock shall:
(a) consist of 70,000 shares to be
designated "4.32% Preferred Stock, Cumulative, $100 Par
Value";
(b) have a dividend rate of $4.32 per share
per annum payable quarterly on January 1, April 1, July
1, and October 1 of each year, the first dividend date
to be July 1, 1954 and such dividend date to be July 1,
1954 and such dividends to be cumulative from April 1,
1954; and
(c) be subject to redemption in the manner
provided with respect to the Corporation's Preferred
Stock, Cumulative, $100 par value, in said Agreement of
Consolidation or Merger, as amended, at the price of
$106.147 per share if redeemed on or before April 1,
1959 and on or before April 1, 1964, and of $103.647
per share if redeemed after April 1, 1964, in each case
plus an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for
redemption.
IN WITNESS WHEREOF, Arkansas Power & Light Company has
made this certificate under its corporate seal and the hands of
its President and Secretary this 20th date of April, 1954.
ARKANSAS POWER & LIGHT COMPANY
By /s/ Reeves E. Ritchie
President
(SEAL)
Attest:
/s/ L. E. Leas
Secretary
STATE OF ARKANSAS ) SS.:
COUNTY OF PULASKI )
On this 20th day of April, 1954, before me, F. R. McGaughy,
the undersigned officer, personally appeared R. E. Ritchie and L.
E. Leas, who acknowledged themselves to be President and
Secretary, respectively, of Arkansas Power & Light Company, a
corporation, and that they, as such President and Secretary,
respectively, being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the
name of the corporation by themselves as President and Secretary.
IN WITNESS WHEREOF I have hereunto set my hand and official
seal.
/s/ F. R. McGaughy
Notary Public
My Commission expires
March 12, 1955
<PAGE>
CERTIFICATE CREATING SERIES
OF 4.72% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
____________________________
Arkansas Power & Light Company, a corporation organized
under the laws of the State of Arkansas, does hereby certify:
That at a meeting of the Board of Directors of said
Arkansas Power & Light Company duly held on March 30, 1955,
a resolution was duly adopted creating a series of the
Preferred Stock, Cumulative, $100 par value, of the
Corporation as follows:
RESOLVED, that the Board Of Directors hereby creates
and establishes and authorizes the issue of a series of the
Preferred Stock, Cumulative, $100 par value, of the
Corporation (being of the class heretofore authorized by
amendment of the Certificate of Incorporation of the
Corporation), which series of Preferred Stock shall:
(a) consist of 93,500 shares to be designated "4.72%
Preferred Stock, Cumulative, $100 par value";
(b) have a dividend rate of $4.72 per share per annum
payable quarterly on January 1, April 1, July 1 and October
1 of each year, the first dividend date to be July 1, 1955
and such dividends to be cumulative from April 1, 1955;
(c) be subject to redemption in the manner provided
with respect to the Corporation's Preferred Stock,
Cumulative, $100 par value, in said Agreement of
Consolidation or Merger, as amended, at the price of $109.50
per share if redeemed on or before April 1, 1960, of $108.50
per share if redeemed after April 1, 1960 and on or before
April 1, 1965, in each case plus an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date fixed for redemption; and
(d) be issued for cash or on a share for share basis
for shares of the $7 Preferred Stock and $6 Preferred Stock
of the Corporation which may be converted into or exchanged
for such shares of 4.72% Preferred Stock, Cumulative, $100
par value, with a cash adjustment of $5.36 per share to be
given to the holders of the $7 Preferred Stock and a cash
adjustment of $5.20 per share to be given to the holders of
$6 Preferred Stock so converting or exchanging.
IN WITNESS WHEREOF, Arkansas Power & Light Company has
made this certificate under its corporate seal and the hands of
its Vice President and Assistant Secretary this 30th day of
March, 1955.
ARKANSAS POWER & LIGHT COMPANY
By /s/ R. H. Teed
Vice President
Attest:
/s/ J. L. Bodie
Assistant Secretary
STATE OF ARKANSAS )
: SS
COUNTY OF PULASKI )
On this 30th day of March, 1955, before me, F. R.
McGaughy, the undersigned officer, personally appeared R. H. TEED
and J. L. BODIE, who acknowledged themselves to be Vice President
and Assistant Secretary, respectively, of Arkansas Power & Light
Company, a corporation, and that they, as such Vice President and
Assistant Secretary, respectively, being authorized so to do,
executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporation by themselves
as Vice President and Assistant Secretary.
IN WITNESS WHEREOF I have hereunto set my hand and
official seal.
My commission expires: /s/ F. R. McGaughy
Notary Public
March 14, 1957
<PAGE>
CERTIFICATE CREATING SERIES OF 4.56% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-201, ARKANSAS STATUTES
___________________________
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, does hereby certify:
That a meeting of the Board of Directors of said Arkansas
Power & Light Company duly held on October 22, 1964, a resolution
was duly adopted creating a series of the Preferred Stock,
Cumulative, $100 par value, of the Corporation as follows:
RESOLVED, that the Board of Directors hereby creates
and establishes and authorized the issuance of a series of
the Preferred Stock, Cumulative, $100 par value, of the
Corporation (being of the class heretofore authorized by
amendment of the Agreement of Consolidation or Merger which
comprises the Articles of Incorporation of the Corporation),
which series of Preferred Stock shall:
(a) consist of 75,000 shares to 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 January 1, April 1, July 1 and
October 1 of each year, the first dividend date to be
January 1, 1965 and such dividends to be cumulative
from October 1, 1964;
(c) be subject to redemption in the manner provided
with respect to the Corporation's Preferred Stock,
Cumulative, $100 par value, in said Agreement of
Consolidation or Merger, as amended, at the price of
$105.89 per share if redeemed on or before October 1,
1969, or $104.33 per share if redeemed after October 1,
1969 and on or before October 1, 1974, and of $102.83
per share if redeemed after October 1, 1974, in each
case plus an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date fixed for
redemption; and further
RESOLVED, that the President or a Vice President and
the Secretary or an Assistant Secretary are hereby
authorized and directed to file an appropriate certificate
creating the new series of Preferred Stock in the offices of
the Secretary of State of the State of Arkansas and the
County Clerk of Pulaski County, Arkansas.
IN WITNESS WHEREOF, Arkansas Power & Light Company has made
this certificate under its corporate seal and the hands of its
President and Assistant Secretary this 22nd day of October, 1964.
ARKANSAS POWER & LIGHT COMPANY
By /s/ Reeves E. Ritchie
President
(Corporate Seal)
ATTEST:
/s/ J. D. Doyle
Assistant Secretary
STATE OF ARKANSAS ) SS
COUNTY OF PULASKI )
On this 22nd day of October, before me, O. C. Gillham, the
undersigned officer, personally appeared Reeves E. Ritchie and J.
D. Doyle, who acknowledged themselves to be President and
Assistant Secretary, respectively, of Arkansas Power & Light
Company, a corporation, and that they, as such President and
Assistant Secretary, respectively, being authorized so to do,
executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporation by themselves
as President and Assistant Secretary.
IN WITNESS WHEREOF I have hereunto set my hand and official
seal.
/s/ O. C. Gillham
Notary Public
(Notarial Seal)
My commission expires: May 10, 1966
<PAGE>
CERTIFICATE CREATING SERIES OF 4.56% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-201, ARKANSAS STATUTES
___________________________
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, does hereby certify:
That at a meeting of the Board of Directors of said Arkansas
Power & Light Company duly held on April 7, 1965, a resolution
was duly adopted creating a series of the Preferred Stock,
Cumulative, $100 par value, of the Company as follows:
RESOLVED, that the Board of Directors hereby creates
and establishes and authorizes the issuance of a series of
the Preferred Stock, Cumulative, $100 par value, of the
Company (being of the class heretofore authorized by
amendment of the Agreement of Consolidation or Merger which
comprises the Articles of Incorporation of the Company),
which series of Preferred Stock shall:
(a) consist of 75,000 shares to be designated "4.56%
Preferred Stock, Cumulative, $100 par value (1965
Series)":
(b) have a dividend rate of $4.56 per share per annum
payable quarterly on January 1, April 1, July 1 and
October 1 of each year, the first dividend date to be
July 1, 1965, and such dividends to be cumulative from
April 1, 1965;
(c) be subject to redemption in the manner provided
with respect to the Company's Preferred Stock,
cumulative, $100 par value, in said Agreement of
Consolidation or Merger, as amended, at the price of
$105.56 per share if redeemed on or before April 1,
1970, of $104.00 per share if redeemed after April 1,
1970 and on or before April 1, 1975, and of $102.50 per
share if redeemed after April 1, 1975, in each case
plus an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for
redemption; and further
RESOLVED, that the President or a Vice President and
the Secretary or an Assistant Secretary are hereby
authorized and directed to file an appropriate certificate
creating the new series of Preferred Stock in the offices of
the Secretary of State of the State of Arkansas and the
County Clerk of Pulaski County, Arkansas.
IN WITNESS WHEREOF, Arkansas Power & Light Company has made
this certificate under its corporate seal and the hands of its
President and Assistant Secretary this 7th day of April, 1965.
ARKANSAS POWER & LIGHT COMPANY
By /s/ Reeves E. Ritchie
President
(Corporate Seal)
ATTEST:
/s/ J. D. Doyle
Assistant Secretary
<PAGE>
CERTIFICATE CREATING SERIES OF 6.08% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-202, ARKANSAS STATUTES
___________________________
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, by its President and
Assistant Secretary, does hereby certify:
(a) The name of the corporation filing this Statement
is
ARKANSAS POWER & LIGHT COMPANY
(b) At a meeting of the Board of Directors of the
corporation duly and properly called, convened and held on
October 18, 1966 the following resolution was duly adopted
by said Board of Directors, to wit:
RESOLVED, that the Board of Directors hereby creates,
establishes and authorizes the issuance of a series of the
Preferred Stock cumulative. $100 par value, of the Company
(being of the class heretofore authorized by amendments of
the Agreement of Consolidation or Merger which comprises the
Articles of Incorporation of the Company), which series of
Preferred Stock shall:
(a) consist of 100.000 shares to be
designated "6.08% Preferred Stock, cumulative.
$100 par value";
(b) have a dividend rate of $6 08 per share
per annum payable quarterly on January 1, April 1,
July 1 and October 1 of each year, the first
dividend date to be January 1, 1967 and such
dividends to be cumulative from October 1, 1966;
(c) be subject to redemption in the manner
provided with respect to the Company's Preferred
Stock, cumulative $100 par value, in said
Agreement of Consolidation or Merger, as amended,
at the price of $107.41 per share if redeemed on
or before October 1, 1971, of $104.33 per share if
redeemed after October 1, 1971 and on or before
October 1, 1976, and of $102.83 per share if
redeemed after October 1, 1976 in each case plus
an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for
redemption; and further
RESOLVED, that the President or Vice President and the
Secretary or an Assistant Secretary are hereby authorized and
directed to execute and file in the office of the Secretary of
State of the State of Arkansas an appropriate statement of the
creation of the new series of Preferred Stock.
IN WITNESS WHEREOF, Arkansas Power & Light Company has made
this statement under its corporate seal and the hands of its
President and Assistant Secretary this 18th day of October, 1966.
ARKANSAS POWER & LIGHT COMPANY
By /s/ Reeves E. Ritchie
President
By /s/ J. D. Doyle
Assistant Secretary
(Corporate Seal)
<PAGE>
CERTIFICATE CREATING SERIES OF 7.32% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-202, ARKANSAS STATUTES
___________________________
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, by its President and
Assistant Secretary, does hereby state:
(a) The name of the corporation filing this Statement
is
ARKANSAS POWER & LIGHT COMPANY
(b) At a meeting of the Board of Directors of the
corporation duly and properly called, convened and held on
January 16, 1969 the following resolution was duly adopted
by said Board of Directors, to wit:
RESOLVED, that the Board of Directors hereby creates,
establishes and authorizes the issuance of a series of the
Preferred Stock, cumulative, $100 par value, of the Company
(being of the class heretofore authorized by amendments of
the Agreement of Consolidation or Merger which comprises the
Articles of Incorporation of the Company), which series of
Preferred Stock shall:
(a) consist of 100.000 shares to be
designated "7.32% Preferred Stock, cumulative.
$100 par value";
(b) have a dividend rate of $7.32 per share
per annum payable quarterly on January 1, April 1,
July 1 and October 1 of each year, the first
dividend date to be April 1, 1969 and such
dividends to be cumulative from January 1, 1969;
(c) be subject to redemption in the manner
provided with respect to the Company's Preferred
Stock, cumulative, $100 par value, in said
Agreement of Consolidation or Merger, as amended,
at the price of $108.99 per share if redeemed on
or before January 1, 1974, of $104.67 per share if
redeemed after January 1, 1974 and on or before
January 1, 1979, and of $103.17 per share if
redeemed after January 1, 1979, in each case plus
an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for
redemption; and further
RESOLVED, that the President or Vice President and the
Secretary or an Assistant Secretary are hereby authorized and
directed to execute and file in the office of the Secretary of
State of the State of Arkansas an appropriate statement of the
creation of the new series of Preferred Stock.
IN WITNESS WHEREOF, Arkansas Power & Light Company has made
this statement under its corporate seal and the hands of its
President and Assistant Secretary this 16th day of January, 1969.
ARKANSAS POWER & LIGHT COMPANY
By /s/ Reeves E. Ritchie
President
By /s/ J. D. Doyle
Assistant Secretary
(Corporate Seal)
<PAGE>
CERTIFICATE CREATING SERIES OF 7.80% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-202, ARKANSAS STATUTES
___________________________
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, by its President and
Assistant Secretary, does hereby state:
(a) The name of the corporation filing this Statement
is
ARKANSAS POWER & LIGHT COMPANY
(b) At a meeting of the Board of Directors of the
corporation duly and properly called, convened and held on
April 6, 1972 the following resolutions was duly adopted by
said Board of Directors, to wit:
RESOLVED, that the Board of Directors hereby creates,
and establishes and authorizes the issuance of a series of
the Preferred Stock, cumulative, $100 par value, of the
Company (being of the class heretofore authorized by
amendments of the Agreement of Consolidation or Merger which
comprises the Articles of Incorporation of the Company),
which series of Preferred Stock shall:
(a) consist of 150.000 shares to be
designated "7.80% Preferred Stock, cumulative.
$100 par value";
(b) have a dividend rate of $7.80 per share
per annum payable quarterly on January 1, April 1,
July 1 and October 1 of each year, the first
dividend date to be July 1, 1972 and such
dividends to be cumulative from April 13, 1972;
(c) be subject to redemption in the manner
provided with respect to the Company's Preferred
Stock, cumulative, $100 par value, in said
Agreement of Consolidation or Merger, as amended,
at the price of $109.10 per share if redeemed on
or before April 1, 1977 (except that no share of
the 7.80% Preferred Stock shall be redeemed before
April 1, 1977 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 Company or through the use,
directly or indirectly, of funds derived through
the issuance by the Company of stock ranking prior
to or on a parity with the 7.80%A Preferred Stock
as to dividends or assets, if such borrowed funds
have an effective interest cost to the Company
(computed in accordance with generally accepted
financial practice) or such stock has an effective
dividend cost to the Company (so computed) of less
than 7.785% per annum, of $107.15 per share if
redeemed after April 1, 1977, and on or before
April 1, 1982, of $105.20 per share if redeemed
after April 1, 1982, and on or before April 1,
1987, and of $103.25 per share if redeemed after
April 1, 1987, in each case plus an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption;
and
FURTHER RESOLVED, that the President or a Vice
President and the Secretary or an Assistant Secretary are
hereby authorized and directed to execute and file in the of
office of the Secretary of State of the State of Arkansas an
appropriate statement of the creation of the new series of
Preferred Stock.
IN WITNESS WHEREOF, Arkansas Power & Light Company has
made this statement under its corporate seal and the hands of its
President and Assistant Secretary this 6th day of April, 1972.
ARKANSAS POWER & LIGHT COMPANY
By /s/ Reeves E. Ritchie
President
By /s/ Jerry L. Maulden
Assistant Secretary
(Corporate Seal)
<PAGE>
CERTIFICATE CREATING SERIES OF 7.40% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-202, ARKANSAS STATUTES
___________________________
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, by its President and
Assistant Secretary, does hereby state:
(a) The name of the corporation filing this Statement
is
ARKANSAS POWER & LIGHT COMPANY
(b) At a meeting of the Board of Directors of the
corporation duly and properly called, convened and held on
December 6, 1972 the following resolutions were duly adopted
by said Board of Directors, to wit:
RESOLVED, that the Board of Directors hereby creates,
and establishes and authorizes the issuance of a series of
the Preferred Stock, cumulative, $100 par value, of the
Company (being of the class heretofore authorized by
amendments of the Agreement of Consolidation or Merger which
comprises the Articles of Incorporation of the Company),
which series of Preferred Stock shall:
(a) consist of 200.000 shares to be
designated "7.40% Preferred Stock, cumulative.
$100 par value";
(b) have a dividend rate of $7.40 per share
per annum payable quarterly on January 1, April 1,
July 1 and October 1 of each year, the first
dividend date to be April 1, 1973, for the period
commencing December 14, 1972, to and including
March 31, 1973, and such dividends to be
cumulative from December 14, 1972;
(c) be subject to redemption in the manner
provided with respect to the Company's Preferred
Stock, cumulative, $100 par value, in said
Agreement of Consolidation or Merger, as amended,
at the price of $108.35 per share if redeemed on
or before December 1, 1977 (except that no share
of the 7.40% Preferred Stock shall be redeemed
before December 1, 1977, 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 Company or through the use,
directly or indirectly, of funds derived through
the issuance by the Company of stock ranking prior
to or on a parity with the 7.40% Preferred Stock
as to dividends or assets, if such borrowed funds
have an effective interest cost to the Company
(computed in accordance with generally accepted
financial practice) or such stock has an effective
dividend cost to the Company (so computed) of less
than 7.3795% per annum, of $106.50 per share if
redeemed after December 1, 1977 and on or before
December 1, 1982 of $104.65 per share if redeemed
after December 1, 1982, and on or before December
1, 1987, in each case plus an amount equivalent to
the accumulated and unpaid dividends thereon, if
any, to the date fixed for redemption; and
FURTHER RESOLVED, that the President or a Vice
President and the Secretary or an Assistant Secretary are
hereby authorized and directed to execute and file in the
office of the Secretary of State of the State of Arkansas an
appropriate statement of the creation of the new series of
Preferred Stock.
IN WITNESS WHEREOF, Arkansas Power & Light Company has made
this statement under its corporate seal and the hands of its
President and Assistant Secretary this 6th day of December, 1972.
ARKANSAS POWER & LIGHT COMPANY
By /s/ Reeves E. Ritchie
President
By /s/ Helen G. Liftunch
Assistant Secretary
<PAGE>
CERTIFICATE CREATING SERIES OF 7.88% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-202, ARKANSAS STATUTES
___________________________
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, by its President and
Assistant Secretary, does hereby state:
(a) The name of the corporation filing this Statement
is
ARKANSAS POWER & LIGHT COMPANY
(b) At a meeting of the Board of Directors of the
corporation duly and properly called, convened and held on
November 28, 1973, the following resolutions were duly
adopted by said Board of Directors, to-wit:
RESOLVED, that the Board of Directors hereby creates,
and establishes and authorizes the issuance of a series of
the Preferred Stock, cumulative, $100 par value, of the
Company (being of the class heretofore authorized by
amendments of the Agreement of Consolidation or Merger which
comprises the Articles of Incorporation of the Company),
which series of Preferred Stock shall:
(a) consist of 150,000 shares to be
designated "7.88% Preferred Stock, cumulative.
$100 par value";
(b) have a dividend rate of $7.88 per share
per annum payable quarterly on January 1, April 1,
July 1, and October 1 of each year, the first
dividend date to be April 1, 1974, for the period
commencing December 6, 1973, to and including
March 31, 1974, and such dividends to be
cumulative from December 6, 1973;
(c) be subject to redemption in the manner
provided with respect to the Company's Preferred
Stock, cumulative, $100 par value, in said
Agreement of Consolidation or Merger, as amended,
at the price of $108.91 per share if redeemed on
or before December 1, 1978 (except that no share
of the 7.88% Preferred Stock shall be redeemed
before December 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 Company or through the use,
directly or indirectly, of funds derived through
the issuance by the Company of stock ranking prior
to or on a parity with the 7.88% Preferred Stock
as to dividends or assets, if such borrowed funds
have an effective interest cost to the Company
(computed in accordance with generally accepted
financial practice) or such stock has an effective
dividend cost to the Company (so computed) of less
than 7.853% per annum, of $106.94 per share if
redeemed after December 1, 1978 and on or before
December 1, 1983 of $104.97 per share if redeemed
after December 1, 1983, and on or before December
1, 1988, in each case plus an amount equivalent to
the accumulated and unpaid dividends thereon, if
any, to the date fixed for redemption; and
FURTHER RESOLVED, that the President or a Vice
President and the Secretary or an Assistant Secretary are hereby
authorized and directed to execute and file in the office of the
Secretary of State of the State of Arkansas an appropriate
statement of the creation of the new Series of Preferred Stock.
IN WITNESS WHEREOF, Arkansas Power & Light Company has
made this statement under its corporate seal and the hands of its
President and Assistant Secretary this 28th day of November,
1973.
ARKANSAS POWER & LIGHT COMPANY
By /s/ Reeves E. Ritchie
President
By /s/ Helen G. Liftunch
Assistant Secretary
<PAGE>
CERTIFICATE CREATING SERIES OF 10.60% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-202, ARKANSAS STATUTES
___________________________
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, by its President and
Assistant Secretary, does hereby state:
(a) The name of the corporation filing this Statement
is
ARKANSAS POWER & LIGHT COMPANY
(b) At a meeting of the Board of Directors of the
corporation duly and properly called, convened and held on
July 16, 1975, the following resolutions were duly adopted
by said Board of Directors, to-wit:
RESOLVED, that the Board of Directors hereby creates,
and establishes and authorizes the issuance of a series of
the Preferred Stock, cumulative, $100 par value, of the
Company (being of the class heretofore authorized by
amendments of the Agreement of Consolidation or Merger which
comprises the Articles of Incorporation of the Company),
which series of Preferred Stock shall:
(a) consist of 200,000 shares to be
designated "10.60% Preferred Stock, cumulative.
$100 par value";
(b) have a dividend rate of $10.60 per share
per annum payable quarterly on January 1, April 1,
July 1, and October 1 of each year, the first
dividend date to be October 1, 1975, for the
period commencing December 6, 1973, and such
dividends to be cumulative from July 24, 1975;
(c) be subject to redemption in the manner
provided with respect to the Company's Preferred
Stock, cumulative, $100 par value, in said
Agreement of Consolidation or Merger, as amended,
at the price of $112.04 per share if redeemed on
or before July 1, 1980 (except that no share of
the 10.60% Preferred Stock shall be redeemed
before July 1, 1980, 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 Company or through the use,
directly or indirectly, of funds derived through
the issuance by the Company of stock ranking prior
to or on a parity with the 10.60% Preferred Stock
as to dividends or assets, if such borrowed funds
have an effective interest cost to the Company
(computed in accordance with generally accepted
financial practice) or such stock has an effective
dividend cost to the Company (so computed) of less
than 10.5857% per annum, of $109.39 per share if
redeemed after July 1, 1980 and on or before July
1, 1985 of $106.74 per share if redeemed after
July 1, 1985, and on or before July 1, 1990, in
each case plus an amount equivalent to the
accumulated and unpaid dividends thereon, if any,
to the date fixed for redemption; and
(d) be subject to redemption as and for a
sinking fund as follows:
On July 1, 1980 and on each July 1 thereafter
(each such date being hereinafter referred to as a
"10.60% Series Sinking Fund Redemption Date"), for
so long as any shares of the 10.60% Preferred
Stock shall remain outstanding, the Company shall
redeem, out of funds legally available therefor
and otherwise in the manner provided with respect
to the Company's Preferred Stock, cumulative, $100
par value, in said Agreement of Consolidation or
Merger as amended, 10,000 shares of the 10.60%
Preferred Stock (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 Company so to redeem the shares of the 10.60%
Preferred Stock being hereinafter referred to as
the "10.60% Series Sinking Fund Obligation"). The
10.60% Series Sinking Fund Obligation shall be
cumulative. If on any 10.60% Series Sinking Fund
Redemption Date, the Company shall not have funds
legally available therefor sufficient to redeem
the full number of shares required to be redeemed
on that date, the 10.60% Series Sinking Fun
Obligation with respect to the shares not redeemed
shall carry forward to each successive 10.60%
Series Sinking Fund Redemption Date until such
shares shall have been redeemed. Whenever on any
10.60% Series Sinking Fund Redemption Date, the
funds of the Company legally available for the
satisfaction of the 10.60% 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 10.60%
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient
to permit the Company to satisfy fully its Total
Sinking Fund Obligation on that date, the Company
shall apply to the satisfaction of its 10.60%
Series Sinking Fund Obligation on that date that
proportion of such legally available funds which
is equal to the ratio of such 10.60% Series
Sinking Fund Obligation to such Total Sinking Fund
Obligation. In addition to the 10.60% Series
Sinking Fund Obligation, the Company shall have
the option, which shall be non-cumulative, to
redeem, upon authorization of the Board of
Directors and otherwise in the manner provided
with respect to the Company's Preferred Stock,
cumulative, $100 par value, in said Agreement of
Consolidation or Merger, as amended, on each
10.60% Series Sinking Fund Redemption Date, at the
aforesaid sinking fund redemption price, up to
10,000 additional shares of the 10.60% Preferred
Stock. The Company shall be entitled at its
election, to credit against its 10.60% Series
Sinking Fund Obligation on any 10.60% Series
Sinking Fund Redemption Date any shares of the
10.60% Preferred Stock theretofore redeemed, other
than shares of the 10.60% Preferred Stock redeemed
pursuant to the 10.60% Series Sinking Fund
Obligation (including shares optionally redeemed
pursuant to this paragraph (d), purchased or
otherwise acquired and not previously credited
against the 10.60% Series Sinking Fund Obligation;
and
FURTHER RESOLVED, that the President, a Senior Vice
President or a Vice President and the Secretary or an Assistant
Secretary are hereby authorized and directed to execute and file
in the office of the Secretary of State of the State of Arkansas
an appropriate statement of the creation of the new Series of
Preferred Stock.
IN WITNESS WHEREOF, Arkansas Power & Light Company has
made this statement under its corporate seal and the hands of its
President and Assistant Secretary this 16th day of July, 1975.
ARKANSAS POWER & LIGHT COMPANY
By /s/ Reeves E. Ritchie
President
By /s/ Allen Mebane
Assistant Secretary
<PAGE>
STATE OF ARKANSAS )
) SS VERIFICATION
COUNTY OF PULASKI )
We, Reeves E. Ritchie and Allen Mebane, being first duly
sworn, do hereby state that we are the President and the
Assistant Secretary, respectively, of Arkansas Power & Light
Company, an Arkansas corporation; and that we, and each of us,
has read the foregoing Articles of Amendment, and we, and each of
us, do hereby state that the matters set forth therein are true
and correct, and we, therefore, subscribe this verification this
16th day of July, 1975.
/s/ Reeves E. Ritchie
Reeves E. Ritchie
/s/ Allen Mebane
Allen Mebane
SUBSCRIBED AND SWORN to before me this 16th day of July,
1975.
/s/ Kerry J. Harrison
Notary Public
My commission expires:
May 2, 1978
<PAGE>
CERTIFICATE CREATING SERIES OF 11.04% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-202, ARKANSAS STATUTES
___________________________
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, by its President and
Assistant Secretary, does hereby state:
(a) The name of the corporation filing this Statement
is
ARKANSAS POWER & LIGHT COMPANY
(b) At a meeting of the Board of Directors of the
corporation duly and properly called, convened and held on
November 12, 1975, the following resolutions were duly
adopted by said Board of Directors, to-wit:
RESOLVED, that the Board of Directors hereby creates,
and establishes and authorizes the issuance of a series of
the Preferred Stock, cumulative, $100 par value, of the
Company (being of the class heretofore authorized by
amendments of the Agreement of Consolidation or Merger which
comprises the Articles of Incorporation of the Company),
which series of Preferred Stock shall:
(a) consist of 400,000 shares to be
designated "11.04% Preferred Stock, cumulative.
$100 par value" and hereinafter be referred to as
"Second 1975 Series Preferred Stock";
(b) have a dividend rate of $11.04 per share
per annum payable quarterly on January 1, April 1,
July 1, and October 1 of each year, the first
dividend date to be January 1, 1976, and such
dividends to be cumulative from November 20, 1975;
(c) be subject to redemption in the manner
provided with respect to the Company's Preferred
Stock, cumulative, $100 par value, in said
Agreement of Consolidation or Merger, as amended,
at the price of $112.54 per share if redeemed on
or before July 1, 1980 (except that no share of
the Second 1975 Series Preferred Stock shall be
redeemed before November 1, 1980, if such
redemption is for the purpose of or in
anticipation of refunding such share through the
use, directly or indirectly, of funds derived
through the issuance by the Company of stock
ranking prior to or on a parity with the Second
1975 Series Preferred Stock as to dividends or
assets, if such borrowed funds have an effective
interest cost to the Company (computed in
accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Company (so computed) of less than
11.03% per annum), of $109.78 per share if
redeemed after November 1, 1985, of $107.02 per
share if redeemed after November 1, 1985, and on
or before November 1, 1990, and of $104.26 per
share if redeemed after November 1, 1990, in each
case plus an amount equivalent to the accumulated
and unpaid dividends thereon, if any, to the date
fixed for redemption;
(d) be subject to redemption as and for a
sinking fund as follows:
On November 1, 1980 and on each
November 1 thereafter (each such date being
hereinafter referred to as a "Second 1975 Series
Sinking Fund Redemption Date"), for so long as any
shares of the Second 1975 Series Preferred Stock
shall remain outstanding, the Company shall
redeem, out of funds legally available therefor
and otherwise in the manner provided with respect
to the Company's Preferred Stock, cumulative, $100
par value, in said Agreement of Consolidation or
Merger, as amended, 20,000 shares of the Second
1975 Series Preferred Stock (or the number of
shares then outstanding if less than 20,000) 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 Company so to
redeem the shares of the Second 1975 Series
Preferred Stock being hereinafter referred to as
the "Second 1975 Series Sinking Fund Obligation").
The Second 1975 Series Sinking Fund Obligation
shall be cumulative. If on any Second 1975 Series
Sinking Fund Redemption Date, the Company shall
not have funds legally available therefor
sufficient to redeem the full number of shares
required to be redeemed on that date, the Second
1975 Series Sinking Fund Obligation with respect
to the shares not redeemed shall carry forward to
each successive Second 1975 Series Sinking Fund
Redemption Date until such shares shall have been
redeemed. Whenever on any Second 1975 Series
Sinking Fund Redemption Date, the funds of the
Company legally available for the satisfaction of
the Second 1975 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 Second 1975 Series
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient
to permit the Company to satisfy fully its Total
Sinking Fund Obligation") are insufficient to
permit the Company to satisfy fully its Total
Sinking Fund Obligation on that date, the Company
shall apply to the satisfaction of its Second 1975
Series Sinking Fund Obligation on that date that
proportion of such legally available funds which
is equal to the ratio of such Second 1975 Series
Sinking Fund Obligation to such Total Sinking Fund
Obligation. In addition to the Second 1975 Series
Sinking Fund Obligation, the Company shall have
the option, which shall be non-cumulative, to
redeem, upon authorization of the Board of
Directors and otherwise in the manner provided
with respect to the Company's Preferred Stock,
cumulative, $100 par value, in said Agreement of
Consolidation or Merger, as amended, on each
Second 1975 Series Sinking Fund Redemption Date, a
the aforesaid sinking fund redemption price, up to
20,000 additional shares of the Second 1975 Series
Preferred Stock. The Company shall be entitled,
at its election, to credit against its Second 1975
Series Sinking Fund Obligation on any Second 1975
Series Sinking Fund Redemption Date any shares of
the Second 1975 Series Preferred Stock (including
shares of the Second 1975 Series Preferred Stock
optionally redeemed pursuant to this paragraph (d)
theretofore redeemed, other than shares of the
Second 1975 Series Preferred Stock redeemed
pursuant to the Second 1975 Series Sinking Fund
Obligation, purchased or otherwise acquired and
not previously credited against the Second 1975
Series Sinking Fund Obligation; and
FURTHER RESOLVED, that the President, a
Senior Vice President, or a Vice President and the
Secretary or an Assistant Secretary are hereby
authorized and directed to execute and file in the
office of the Secretary of State of the State of
Arkansas an appropriate statement of the creation of
the new series of Preferred Stock.
IN WITNESS WHEREOF, Arkansas Power & Light Company has
made this statement under its corporate seal and the hands
of its President and Assistant Secretary this 12th day of
November, 1975.
ARKANSAS POWER & LIGHT COMPANY
By /s/ Reeves E. Ritchie
President
By /s/ Allen Mebane
Assistant Secretary
<PAGE>
STATE OF ARKANSAS )
) ss VERIFICATION
COUNTY OF PULASKI )
We, Reeves E. Ritchie and Allen Mebane, being first duly
sworn, do hereby state that we are the President and the
Assistant Secretary, respectively, of Arkansas Power & Light
Company, an Arkansas corporation; and that we, and each of us has
read the foregoing Articles of Amendment, and we, and each of us,
do hereby state that the matters set forth therein are true and
correct, and we, therefore, subscribe this verification this 12th
day of November, `1975.
/s/ Reeves E. Ritchie
Reeves E. Ritchie
/s/ Allen Mebane
Allen Mebane
SUBSCRIBED AND SWORN to before me this 12th day of November,
1975.
/s/ Ruth Glover
Notary Public
My commission expires:
April 6, 1977
<PAGE>
STATEMENT OF CREATION OF SERIES OF 8.84 % PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-202, ARKANSAS STATUTES
______________________________
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, by its President and
Assistant Secretary, does hereby state:
(a) The name of the corporation filing this Statement
is
ARKANSAS POWER & LIGHT COMPANY
(b) At a meeting of the Board of Directors of the
corporation duly and properly called, convened and held on
December 15, 1976, the following resolutions were duly
adopted by said Board of Directors, to-wit:
RESOLVED, that the Board of Directors hereby creates,
and establishes and authorizes the issuance of a series of
the Preferred Stock, cumulative, $25 par value, of the
Company (being of the class heretofore authorized by
amendments of the Agreement of Consolidation or Merger which
comprises the Articles of Incorporation of the Company),
which series of Preferred Stock shall:
(a) consist of 400,000 shares to be
designated "11.04% Preferred Stock, cumulative.
$25 par value" and hereinafter be referred to as
"Preferred Stock";
(b) have a dividend rate of $2.21 per share
per annum payable quarterly on January 1, April 1,
July 1, and October 1 of each year, the first
dividend date to be April 1, 1977, and such
dividends to be cumulative from December 23, 1976;
(c) be subject to redemption in the manner
provided with respect to the Company's Preferred
Stock, cumulative, S25 par value, in said
Agreement of Consolidation or Merger, as amended,
at the price of S28.21 per share if redeemed on or
before December 1, 1981 [except that no share of
the Preferred Stock shall be redeemed before
December 1, 1981, if such redemption is for the
purpose of or in anticipation of refunding such
share through the use, directly or indirectly, of
funds borrowed by the Company or through the use,
directly or indirectly, of funds derived through
the issuance by the Company of stock ranking prior
to or on a parity with the Preferred Stock as to
dividends or assets, if such borrowed funds have
an effective interest cost to the company
(computed in accordance with generally accepted
financial practice) or such stock has an effective
dividend cost to the Company (so computed) of less
than 8.795% per annum], of $27.66 per share if
redeemed after December 1, 1981, and on or before
December 1, 1986, of $27.11 per share if redeemed.
after December 1, 1986, and on or before December
1, 1991, and of S26.56 per share if redeemed after
December 1, 1991, in each case plus an amount
equivalent to the accumulated and unpaid dividends
,thereon, if any, to the date fixed for
redemption; and
FURTHER RESOLVED, that the President, Chairman of the
Board, a Senior Vice President, or a Vice President and the
Secretary or an Assistant Secretary are hereby authorized
and directed to execute and file in the office of the
Secretary of State of the State of Arkansas an appropriate
statement of the creation of the new series of Preferred
Stock.
IN WITNESS WHEREOF, Arkansas Power. & Light Company has
made this statement under its corporate seal and the hands of its
President and Assistant Secretary this 15th day of December,
1976.
ARKANSAS POWER & LIGHT COMPANY
By: /s/ Arch P. Pettit
President
By: /s/ Allen Mebane
Assistant Secretary
<PAGE>
STATE OF ARKANSAS )
) SS VERIFICATION
COUNTY OF PULASKI )
We, Arch P. Pettit and Allen Mebane, being first duly sworn,
do hereby state that we are the President and Assistant
Secretary, respectively, of Arkansas Power & Light Company, an
Arkansas corporation; and that we, and each of us has read the
foregoing Articles of Amendment, and we, and each of us, do
hereby state that the matters set forth therein are true and
correct, and we, therefore, subscribe this verification this 15th
day of December, 1976.
/s/ Arch P. Pettit
Arch P. Pettit
/s/ Allen Mebane
Allen Mebane
SUBSCRIBED AND SWORN to before me this 15th day of December,
1976.
/s/ Ruth Glover
Notary Public
My commission expires:
April 6, 1977
<PAGE>
STATEMENT OF CREATION OF SERIES OF 10.40% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-202, ARKANSAS STATUTES
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, by its President and
Assistant Secretary, does hereby state:
(a) The name of the corporation filing this Statement
is
ARKANSAS POWER & LIGHT COMPANY
(b) At a meeting of the Board of Directors of the
corporation duly and properly called, convened and held on
January 24, 1979, the following resolutions were duly
adopted by said Board of Directors, to-wit:
RESOLVED, that the Board of Directors hereby creates,
and establishes and authorizes the issuance of a series of
the Preferred Stock, cumulative, $25 par value, of the
Company (being of the class heretofore authorized by
amendments of the Agreement of Consolidation or Merger which
comprises the Articles of Incorporation of the Company),
which series of Preferred Stock shall:
(a) consist of 600,000 shares to be
designated "10.40% Preferred Stock, cumulative.
$25 par value" and hereinafter be referred to as
"Preferred Stock";
(b) have a dividend rate of $2.60 per share
per annum payable quarterly on January 1, April 1,
July 1, and October 1 of each year, the first
dividend date to be April 1, 1979, and such
dividends to be cumulative from February 1, 1979;
(c) be subject to redemption in the manner
provided with respect to the Company's Preferred
Stock, cumulative, $25 par value, in said
Agreement of Consolidation or Merger, as amended,
at the price of $28.60 per share if redeemed on or
before February 1, 1984 (except that no share of
the Preferred Stock shall be redeemed before
February 1, l984, if such redemption is for the
purpose of or in anticipation of refunding such
share through the use, directly or indirectly, of
funds borrowed by the Company or through the use,
directly or indirectly, of funds derived through
the issuance by the Company of stock ranking prior
to or on a parity with the Preferred Stock as to
dividends or assets, if such borrowed funds have
an effective interest cost to the Company
(computed in accordance with generally accepted
financial practice) or such stock has an effective
dividend cost to the Company (so computed) of less
than 10.2755% per annum), of $27.95 per share if
redeemed after February 1, 1984, and on or before
February 1, 1989, of $27.30 per share if redeemed
after February 1, 1989, and on or before February
1, 1994, and of $26.65 per share if redeemed after
February 1 , 1994, in each case plus an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption;
and
FURTHER RESOLVED, that the President, a Senior Vice
President, or a Vice President and the Secretary or an
Assistant Secretary are hereby authorized and directed to
execute and file in the office of the Secretary of State of
the State of Arkansas an appropriate statement o f the
creation of the new series of Preferred Stock.
IN WITNESS WHEREOF, Arkansas Power & Light Company has made
this statement under its corporate seal and the hands of its
President and Assistant Secretary this 24th day of January, 1979.
ARKANSAS POWER & LIGHT COMPANY
By: /s/ Arch P. Pettit
President
By: /s/ Allen Mebane
Assistant Secretary
<PAGE>
STATE OF ARKANSAS )
) SS VERIFICATION
COUNTY OF PULASKI )
We, Arch P. Pettit and Allen Mebane, being first duly sworn,
do hereby state that we are the President and Assistant
Secretary, respectively, of Arkansas Power & Light Company, an
Arkansas corporation; and that we, and each of us has read the
foregoing Articles of Amendment, and we, and each of us, do
hereby state that the matters set forth therein are true and
correct, and we, therefore, subscribe this verification this 24th
day of January, 1979.
/s/ Arch P. Pettit
Arch P. Pettit
/s/ Allen Mebane
Allen Mebane
SUBSCRIBED AND SWORN to before me this 24th day of January,
1979.
/s/ M. Janice Owen
Notary Public
My commission expires:
May 15, 1982
<PAGE>
STATEMENT OF CREATION OF SERIES OF 9.92% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-202, ARKANSAS STATUTES
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, by its President and
Assistant Secretary, does hereby state:
(a) The name of the corporation filing this Statement
is
ARKANSAS POWER & LIGHT COMPANY
(b) At a meeting of the Board of Directors of the
corporation duly and properly called, convened and held on
June 21, 1979, the following resolutions were duly adopted
by said Board of Directors, to-wit:
RESOLVED, that the Board of Directors hereby creates,
and establishes and authorizes the issuance of a series of
the Preferred Stock, cumulative, $25 par value, of the
Company (being of the class heretofore authorized by
amendments of the Agreement of Consolidation or Merger which
comprises the Articles of Incorporation of the Company),
which series of Preferred Stock shall:
(a) consist of 1,600,000 shares to be
designated "9.92% Preferred Stock, cumulative. $25
par value" and hereinafter be referred to as "2nd
1979 Series Preferred Stock";
(b) have a dividend rate of $2.48 per share
per annum payable quarterly on January 1, April 1,
July 1, and October 1 of each year, the first
dividend date to be October 1, 1979, and such
dividends to be cumulative from June 28, 1979;
(c) be subject to redemption in the manner
provided with respect to the Company's Preferred
Stock, cumulative, $25 par value, in said
Agreement of Consolidation or Merger, as amended,
at the price of $28.18 per share if redeemed on or
before June 1, 1984 (except that no share of the
2nd 1979 Series Preferred Stock shall be redeemed
before June 1, 1984, if such redemption is for the
purpose of or in anticipation of refunding such
share through the use, directly or indirectly, of
funds borrowed by the Company or through the use,
directly or indirectly, of funds derived through
the issuance by the Company of stock ranking prior
to or on a parity with the Preferred Stock as to
dividends or assets, if such borrowed funds have
an effective interest cost to the Company
(computed in accordance with generally accepted
financial practice ) or such stock has an
effective dividend cost to the Company (so
computed) of less than 9.8086 per annum), of
$27.56 per share if redeemed after June 1, 1984,
and on or before June 1, 1989, of $26.94 per share
if redeemed after June 1, 1989, and on or before
June 1, 1994, and of $26.32 per share if redeemed
after June 1, 1994, in each case plus an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption;
and
(d) be subject to redemption as and for a
sinking fund as follows:
On June 1, 1984 and on each June 1
thereafter (each such date being hereinafter
referred to as a "2nd 1979 Series Sinking Fund
Redemption Date"), for so long as any shares of
the 2nd 1979 Series Preferred Stock shall remain
outstanding, the Company shall redeem, out of
funds legally available therefor and otherwise in
the manner provided with respect to the Company's
Preferred Stock, cumulative, $25 par value, in
said Agreement of Consolidation or Merger, as
amended, 80,000 shares of the 2nd 1979 Series
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 Company so to redeem the shares of the 2nd
1979 Series Preferred Stock being hereinafter
referred to as the "2nd 1979 Series Sinking Fund
Obligation") . The 2nd 1979 Series Sinking Fund
Obligation shall be cumulative. If on any 2nd
1979 Series Sinking Fund Redemption Date, the
Company shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
2nd 1979 Series Sinking Fund Obligation with
respect to the shares not redeemed shall carry
forward to each successive 2nd 1979 Series Sinking
Fund Redemption Date until such shares shall have
been redeemed. Whenever on any 2nd 1 97g Series
Sinking Fund Redemption Date, the funds of the
Company legally available for the satisfaction of
the 2nd 1979 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 2nd 1979 Series
Preferred Stock (such Obligation and obligations
collectively being hereinafter referred to as the
"Total Sinking Fund Obligation") are insufficient
to permit the Company to satisfy fully its Total
Sinking Fund Obligation on that date, the Company
shall apply to the satisfaction of its 2nd 1979
Series Sinking Fund Obligation on that date that
proportion of such legally available funds which
is equal to the ratio of such 2nd 1979 Series
Sinking Fund Obligation to such Total Sinking Fund
Obligation. In addition to the 2nd 1979 Series
Sinking Fund Obligation, the Company shall have
the option, which shall be non-cumulative, to
redeem, upon authorization of the Board of
Directors and otherwise in the manner provided
with respect to the Company's Preferred Stock,
cumulative, $25 par value, in said Agreement of
Consolidation or Merger, as amended, on each 2nd
1979 Series Sinking Fund Redemption Date, at the
aforesaid sinking fund redemption price, up to
80,000 additional shares of the 2nd 1979 Series
Preferred Stock. The Company shall be entitled, at
its election, to credit against its 2nd 1979
Series Sinking Fund Obligation on any 2nd 1979
Series Sinking Fund Redemption Date any shares of
the 2nd 1979 Series Preferred Stock (including
shares of the 2nd 1979 Series Preferred Stock
optionally redeemed pursuant to this paragraph
(d)) theretofore redeemed, other than shares of
2nd 1979 Series Preferred Stock redeemed pursuant
to the 2nd 1979 Series Sinking Fund Obligation,
purchased or otherwise acquired and not previously
credited against the 2nd 1979 Series Sinking Fund
Obligation; and
FURTHER RESOLVED, that the President, a Senior vice
President, or a Vice President and an Assistant Secretary
are hereby authorized and directed to execute and file in
the office of the Secretary of state of the State of
Arkansas an appropriate statement of the creation of the new
series of Preferred Stock.
IN WITNESS WHEREOF, Arkansas Power & Light Company has made
this statement under its corporate seal and the hands of its
President and Assistant Secretary this 21st day of June, 1979.
ARKANSAS POWER & LIGHT COMPANY
By: /s/ Jerry L. Maulden
President
By: /s/ W. M. Murphey
Assistant Secretary
<PAGE>
STATE OF ARKANSAS )
) SS VERIFICATION
COUNTY OF PULASKI )
We, Jerry L. Maulden and W. M. Murphey, being first duly
sworn, do hereby state that we are the President and Assistant
Secretary, respectively, of Arkansas Power & Light Company, an
Arkansas corporation; and that we, and each of us, have read the
foregoing Articles of Amendment and we, and each of us, do hereby
state that the matters set forth therein are true and correct,
and we, therefore, subscribe this verification this 21st day of
June, 1979.
/s/ Jerry L. Maulden
Jerry L. Maulden
/s/ W. M. Murphey
W. M. Murphey
SUBSCRIBED AND SWORN to before me this 21st day of June,
1979.
/s/ Ruth Glover
Notary Public
My Commission Expires:
April 6, 1981
<PAGE>
STATEMENT OF CREATION OF SERIES OF 13.28% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-202, ARKANSAS STATUTES
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, by its President and
Secretary, does hereby state:
(a) The name of the corporation filing this Statement
is
ARKANSAS POWER & LIGHT COMPANY
(b) At a meeting of the Board of Directors of the
corporation duly and properly called, convened and held on
January 22, 1980, the following resolutions were duly
adopted by said Board of Directors, to-wit:
RESOLVED, that the Board of Directors hereby creates
and establishes and authorizes the issuance of a series of
the Preferred Stock, cumulative, $25 par value, of the
Company (being of the class heretofore authorized by
amendments of the Agreement of Consolidation or Merger which
comprises the Articles of Incorporation of the Company),
which series of Preferred Stock shall:
(a) consist of 2,000,000 shares to be
designated "13.28% Preferred Stock, cumulative,
$25 par value" and hereinafter be referred to as
the "1980 Series Preferred Stock";
(b) have a dividend rate of $3.32 per share
per annum payable quarterly on January 1, April 1,
July 1, and October 1, of each year, the first
dividend date to be April 1, 1980, and such
dividends to be cumulative from January 30, 1980:
(c) be subject to redemption in the manner
provided with respect to the Company's Preferred
Stock, cumulative, $25 par value, in said
Agreement of Consolidation or Merger, as amended,
at the price of $29.88 per share if redeemed on or
before January 1, 1985 (except that no share of
the 1980 Series Preferred Stock shall be redeemed
before January 1, 1985, if such redemption is for
the purpose of or in anticipation of refunding
such share through the use, directly or
indirectly, of funds borrowed by the Company or
through the use, directly or indirectly, of funds
derived through the issuance by the Company of
stock ranking prior to or on a parity with the
1980 Series Preferred Stock as to dividends or
assets, if such borrowed funds have an effective
interest cost to the Company (computed in
accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Company (so computed) of less than
13.1908% per annum), of $29.05 per share if
redeemed after January 1, 1985, and on or before
January 1, 1990, of $28.22 per share if redeemed
after January 1, 1990, and on or before January 1,
1995, and of $27.39 per share if redeemed after
January 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) be subject to redemption as and for a
sinking fund as follows:,
On January 1, 1985, and on each January 1
thereafter (each such date being hereinafter
referred to as the "1980 Series Sinking Fund
Redemption Date"), for so long as any shares of
the 1980 Series Preferred Stock shall remain
outstanding, the Company shall redeem, out of
funds legally available therefor and otherwise in
the manner provided with respect to the Company's
Preferred Stock, cumulative, $25 par value, in
said Agreement of Consolidation or Merger, as
amended, 100,000 shares of the 1980 Series
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 Company so to redeem the shares of the 1980
Series Preferred Stock being hereinafter referred
to as the "1980 Series Sinking Fund Obligation").
The 1980 Series Sinking Fund Obligation shall be
cumulative. If on any 1980 Series Sinking Fund
Redemption Date, the Company shall not have funds
legally available therefor sufficient to redeem
the full number of shares required to be redeemed
on that date, the 1980 Series Sinking Fund
Obligation with respect to the shares not redeemed
shall carry forward to each successive 1980 Series
Sinking Fund Redemption Date until such shares
shall have been redeemed. Whenever on any 1980
Series Sinking Fund Redemption Date, the funds of
the Company legally available for the satisfaction
of the 1980 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 1980 Series Preferred Stock
(such Obligation and obligations collectively
being hereinafter referred to as the "Total
Sinking Fund Obligation") are insufficient to
permit the Company to satisfy fully its Total
Sinking Fund Obligation on that date, the Company
shall apply to the satisfaction of its 198 0
Series Sinking Fund Obligation on that date that
proportion of such legally available funds which
is equal to the ratio of such 1980 Series Sinking
Fund Obligation to such Total Sinking Fund
Obligation. In addition to the 1980 Series Sinking
Fund Obligation, the Company shall have the
option, which shall be non-cumulative, to redeem,
upon authorization of the Board of Directors and
otherwise in the manner provided with respect to
the Company's Preferred Stock, cumulative, $25 par
value, in said Agreement of Consolidation or
Merger, as amended, on each 1980 Series Sinking
Fund Redemption Date, at the aforesaid sinking
fund redemption price, up to 100,000 additional
shares of the 1980 Series Preferred Stock. The
Company shall be entitled, at its election, to
credit against its 1980 Series Sinking Fund
Obligation on any 1980 Series Sinking Fund
Redemption Date any shares of the 1980 Series
Preferred Stock (including shares of the 1980
Series Preferred Stock optionally redeemed
pursuant to this paragraph (d)) theretofore
redeemed, other than shares of 1980 Series
Preferred Stock redeemed pursuant to the 1980
Series Sinking Fund Obligation, purchased or
otherwise acquired and not previously credited
against the 1980 Series Sinking Fund Obligation;
and,
FURTHER RESOLVED, that the President, a Senior
Vice President, or a Vice President and the Secretary
or an Assistant Secretary are hereby authorized and
directed to execute and file in the office of the
Secretary of State of the State of Arkansas an
appropriate statement of the creation of the new series
of Preferred Stock.
IN WITNESS WHEREOF, Arkansas Power & Light Company has
made this statement under its corporate seal and the
hands of its President and Secretary this 22nd day of
January, 1980.
ARKANSAS POWER & LIGHT COMPANY
/s/ Jerry Maulden
President
/s/ Jerry D. Jackson
Secretary
<PAGE>
STATE OF ARKANSAS )
) SS VERIFICATION
COUNTY OF PULASKI )
We, Jerry L. Maulden and Jerry D. Jackson, being first duly
sworn, do hereby state that we are the President and Secretary,
respectively, of Arkansas Power & Light Company, an Arkansas
corporation; and that we, and each of us, have read the foregoing
Articles of Amendment, and we, and each of us, do hereby state
that the matters set forth therein are true and correct, and we,
therefore, subscribe this verification this 22nd day of January,
1980.
/s/ Jerry L. Maulden
/s/ Jerry D. Jackson
SUBSCRIBED AND SWORN to before me this 22nd day of January,
1980.
/s/ Ruth Glover
Notary Public
My Commission Expires:
April 6, 1981
<PAGE>
STATEMENT OF CREATION OF SERIES OF 8.52% PREFERRED STOCK
OF
ARKANSAS POWER & LIGHT COMPANY
PURSUANT TO SECTION 64-202, ARKANSAS STATUTES
ARKANSAS POWER & LIGHT COMPANY, a corporation organized
under the laws of the State of Arkansas, by its President and
Secretary, does hereby state:
(a) The name of the corporation filing this Statement
is
ARKANSAS POWER & LIGHT COMPANY
(b) At a meeting of the Board of Directors of the
corporation duly and properly called, convened and held on
November 19, 1986, the following resolutions were duly
adopted by said Board of Directors, to-wit:
RESOLVED, that the Board of Directors hereby creates
and establishes and authorizes the issuance of a series of
the Preferred Stock, cumulative, $100 par value, of the
Company (being of the class heretofore authorized by
amendments of the Agreement of Consolidation or Merger which
comprises the Articles of Incorporation of the Company),
which series of Preferred Stock shall:
(a) consist of 500,000 shares to be
designated "8.52% Preferred Stock, cumulative,
$100 par value" and hereinafter to be referred to
as the "1986 Series Preferred Stock";
(b) have a dividend rate of $8.52 per share
per annum payable quarterly on January 1, April 1,
July 1, and October 1, of each year, the first
dividend date to be January 1, 1987, and such
dividends to be cumulative from the date of
issuance;
(c) be subject to redemption in the manner
provided with respect to the Company's Preferred
Stock, cumulative, $100 par value, in said
Agreement of Consolidation or Merger, as amended,
at the price of $108.52 per share if redeemed on
or before November 1, 1991 (except that no share
of the 1986 Series Preferred Stock shall be
redeemed before November 1, 1991, if such
redemption is for the purpose of or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Company or through the use, directly or
indirectly, of funds derived through the issuance
by the Company of stock ranking prior to or on a
parity with the 1986 Series Preferred Stock as to
dividends or assets, if such borrowed funds have
an effective interest cost to the Company
(computed in accordance with generally accepted
financial practice) or such stock has an effective
dividend cost to the Company (so computed) of less
than 8.780% per annum), of $106.39 per share if
redeemed after November 1, 1991, and on or before
November 1, 1996, of $104.26 per share if redeemed
after November 1, 1996, and on or before November
1, 2001, and of $102.13 per share if redeemed
after November 1, 2001, in each case plus an
amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for
redemptions and
(d) be subject to redemption as and for a
sinking fund as follows: on November 1, 1991 and
on each November 1 thereafter (each such date
bring hereinafter referred to as a 1986 Series
Sinking Fund Redemption Date"), for so long as any
shares of the 1986 Series Preferred Stock shall
remain outstanding,; the Company shall redeem, out
of funds legally available therefor and otherwise
in the manner provided with respect to the
Company's Preferred Stock, cumulative, $100 par
value, in said Agreement of Consolidation or
Merger, as amended, 25,000 shares of the 1986
Series Preferred Stock (or the number of shares
then outstanding if less than 25,000) 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 Company so to redeem such shares
of the 1986 Series Preferred Stock being
hereinafter referred to as the "1986 Series
Sinking Fund Obligation"); the 1986 Series Sinking
Fund Obligation shall be cumulative; if on any
1986 Series Sinking Fund Redemption Date, the
Company shall not have funds legally available
therefor sufficient to redeem the full number of
shares required to be redeemed on that date, the
1986 Series Sinking Fund Obligation with respect
to the shares not redeemed shall carry forward to
each successive l986 Series Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any 1986 Series Sinking Fund
Redemption Date, the funds of the Company legally
available for the satisfaction of the 1986 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
1986 Series Preferred Stock (such obligation and
obligations collectively being hereinafter
referred to as the "Total Sinking Fund
Obligation") are insufficient to permit the
Company to satisfy fully its Total Sinking Fund
Obligation on that date, the Company shall apply
to the satisfaction of its 1986 Series Sinking
Fund Obligation on that date that proportion of
such legally available funds which is equal to the
ratio of such 1986 Series Sinking Fund Obligation
to such Total Sinking Fund Obligation; in addition
to the 1986 Series Sinking Fund Obligation, the
Company shall have the option, which shall be non-
cumulative, to redeem, upon authorization of the
Board of Directors and otherwise in the manner
provided with respect to the Company's Preferred
Stock, cumulative, $100 par value, in said
Agreement of Consolidation or Merger, as amended,
on each 1986 Series Sinking Fund Redemption Date,
at the aforesaid sinking fund redemption price, up
to 25,000 additional shares of the 1986 Series
Preferred Stock; the Company shall be entitled, at
its election, to credit against its 1986 Series
Sinking Fund Obligation on any 1986 Series Sinking
Fund Redemption Date any shares of the 1986 Series
Preferred Stock, (including shares of the 1986
Series Preferred Stock optionally redeemed
pursuant to this paragraph (d)), theretofore
redeemed (other than shares of the 1986 Series
Preferred Stock redeemed pursuant to the 1986
Series Sinking Fund Obligation) purchased or
otherwise acquired and not previously credited
against the 1986 Series Sinking Fund Obligation;
and further
RESOLVED, that the President, an Executive Vice
President, or a Vice President and the Secretary or an
Assistant Secretary are hereby authorized and directed to
execute and file in the office of the Secretary of State of
the State of Arkansas an appropriate statement of the
creation of the new series of Preferred Stock.
IN WITNESS WHEREOF, Arkansas Power & Light Company has made
this statement under its corporate seal and the hands of its
President and Secretary this; 24th day of November, 1986.
ARKANSAS POWER & LIGHT COMPANY
By: /s/ Jerry L. Maulden
President
By: /s/ Michael B. Bemis
<PAGE>
STATE OF ARKANSAS )
) SS VERIFICATION
COUNTY OF PULASKI )
We, Jerry L. Maulden and Michael B. Bemis, being first duly
sworn, do hereby state that we are the President and Secretary,
respectively, of Arkansas Power & Light Company, an Arkansas
corporation; and that we, and each of us, have read the foregoing
Articles of Amendment, and we, and each of us, do hereby State
that the matters set forth therein are true and correct, and we,
therefore, subscribe this verification this ,24th day of
November, 1986.
/s/ Jerry L. Maulden
Jerry L. Maulden
/s/ Michael B. Bemis
Michael B. Bemis
SUBSCRIBED AND SWORN to before me this 24th day of November,
1986.
/s/ Virginia A. McAllister
Notary Public
My Commission Expires:
October 6, 1989
(SEAL)
<PAGE>
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ARKANSAS POWER & LIGHT COMPANY
The undersigned, Gerald D. McInvale and Lee W. Randall, the
Senior Vice President and Chief Financial Officer and Vice
President, Chief Accounting Officer and Assistant Secretary,
respectively, of Arkansas Power & Light Company, a corporation
duly organized, created and existing under and by virtue of the
laws of the State of Arkansas (the "Corporation"), hereby
certifies, with respect to the adoption of these Articles of
Amendment to the Amended and Restated Articles of Incorporation
of the Corporation, that:
1. The name of the Corporation is Arkansas Power & Light
Company.
2. On July 25, 1990 and May 15, 1991, the Board of
Directors of the Corporation, at meetings duly convened and held,
with a quorum present and acting throughout, by resolutions
unanimously adopted, established five new series of the
Corporation's preferred stock, authorized the Executive Committee
of the Board of Directors to approve the issuance and sale, and
determine the designation and relative rights, preferences and
limitations of such new series of the Corporation's preferred
stock, within limits prescribed by the Board, and authorized
officers of the Corporation to file appropriate Articles of
Amendment with respect to such new series of the Corporation's
preferred stock.
3. On May 23, 1991, acting pursuant to said authority, the
Executive Committee of the Board of Directors of the Corporation,
at a meeting duly convened and held, with a quorum present and
acting throughout, by resolutions unanimously adopted, effected
the amendment of Article SIXTH of the Corporation's Amended and
Restated Articles of Incorporation, without shareholder action,
pursuant to the provisions of A.C.A. 4-27-602 and 4-27-825, as
follows:
Paragraph (c) of Article SIXTH is amended to add the
following subparagraph (17) to the end thereof:
17. 2,000,000 of the 15,000,000 shares of the Corporation's
Class A Preferred Stock authorized in paragraph (a) of this
Article SIXTH shall consist of a series of the Class A Preferred
Stock of the Corporation which shall:
(a) be designated "$2.40 Preferred Stock,
Cumulative, S0.01 Par Value (Involuntary Liquidation
Value $25)" and hereinafter be referred to as the "1991
Series Preferred Stock";
(b) have a price payable on involuntary
liquidation, dissolution or winding up of the
Corporation Of $25 per share;
(c) have a dividend rate of $2.40 per share per
annum payable quarterly on January 1, April 1, July 1
and October 1 of each year, the first dividend date to
be July 1, 1991, and such dividends to be cumulative
from May 30, 1991; and
(d) be subject to redemption in the manner
provided with respect to the Corporation's Preferred
Stock in the Corporation's Amended and Restated
Articles of Incorporation at the price of $25 per 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 1991 Series
Preferred Stock shall be redeemed on or before July 1,
1996; however, such price of $25 per share is
established notwithstanding such limitation on
redemption as the current redemption price for the
period on or before July 1, 1996 for purposes of
subparagraph (6) of paragraph (c) of Article SIXTH).
4. The date of the adoption of these Articles of Amendment
was May 23, 1991.
IN WITNESS WHEREOF, we have hereunto set our hands as Vice
President and Assistant Secretary, respectively, of Arkansas
Power & Light Company, effective as of May 23, 1991.
/s/ Gerald D. McInvale
Senior Vice President and Chief
Financial Officer
/s/ Lee W. Randall
Vice President, Chief Accounting
Officer and Assistant Secretary
<PAGE>
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ARKANSAS POWER & LIGHT COMPANY
The undersigned, R. Drake Keith, President, Chief Operating
Officer and Secretary, and John J. Harton, Vice President,
Administration and Assistant Secretary, of Arkansas Power & Light
Company, a corporation duly organized, created and existing under
and by virtue of the laws of, the State of Arkansas (the
"Corporation), hereby certify, with respect to the adoption of
these Articles of Amendment to the Amended and Restated Articles
of Incorporation of the Corporation, that:
1. The name of the Corporation is Arkansas Power & Light
Company.
2. On July 25, 1990 and May 27, 1992, the Board of Directors
of the Corporation, at meetings duly convened and held, with a
quorum present and acting throughout, by resolutions unanimously
adopted, established five new series of the Corporation's
preferred stock, and effected the amendment of Article SIXTH of
the Corporation's Amended and Restated Articles of Incorporation,
without shareholder action, pursuant to the provisions of A.C.A.
4-27-602 as follows:
Paragraph (c) of Article SIXTH is amended to add the
following subparagraph (18) to the end thereof:
18. 600,000 of the 15,000,000 shares of the Corporation's
Class A Preferred Stock authorized in paragraph (a) of this
Article SIXTH shall consist of a series of the Class A Preferred
Stock of the Corporation which shall:
(a) be designated "$l.96 Preferred Stock,
Cumulative, $0.01 Par Value (Involuntary Liquidation
Value $25)" and hereinafter be referred to as the "1992
Series Preferred Stock";
(b) have a price payable on involuntary
liquidation, dissolution or winding up of the
Corporation of $25 Per Share;
(c) have a dividend rate of $1.96 per share per
annum payable quarterly on January 1, April 1, July 1
and October 1 of each year, the first dividend date to
be July 1, 1992, and such dividends to be cumulative
from June 3, 1992; and
(d) be subject to redemption in the manner
provided with respect to the Corporation's Preferred
Stock in the Corporation's Amended and Restated
Articles Or Incorporation at the price of $25 per 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 1992 Series
Preferred Stock shall be redeemed on or before July 1,
1997; however, such price of $25 per share is
established notwithstanding such limitation on
redemption as the current redemption price for the
period on or before July 1, 1997 for purposes of
subparagraph (6) of paragraph (c) of Article SIXTH).
4. The date of the adoption of these Articles of Amendment
was May 27, 1992.
IN WITNESS WHEREOF, we have hereunto set our hands as
President and Assistant Secretary, respectively, of Arkansas
Power & Light Company, effective as of May 27, 1992.
/s/ R. Drake Keith
President, Chief Operating
Officer and Secretary
/s/ John J. Harton
Vice President, Administration
and Assistant Secretary
<PAGE>
ARKANSAS POWER & LIGHT COMPANY
Articles of Amendment Under Ark. Code Ann. 4-27-1006
April 22, 1996
The undersigned corporation, pursuant to Section 4-27-1006
of the Arkansas Code, as amended, submits the following document
and sets forth:
1.The name of the corporation is Arkansas Power & Light
Company.
2.As evidenced by the attached Stockholder's Unanimous
Written Approval of Amendment, the following amendment,
effective April 22, 1996, to the Amended and Restated
Articles of Incorporation, as amended, was proposed by
the Board of Directors of Arkansas Power & Light Company
on April 15, 1996, was unanimously adopted by the
stockholders of the Corporation entitled to vote on the
amendment on April 22, 1996, in accordance with and in
the manner prescribed by the laws of the State of
Arkansas and the Amended and Restated Articles of
Incorporation of Arkansas Power & Light Company, as
amended:
RESOLVED, That the Title and Article FIRST of the Amended
and Restated Articles of Incorporation of Arkansas Power
& Light Company is amended to read as follows:
"AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ENTERGY ARKANSAS, INC."
"FIRST: Name. The name of the Corporation is
ENTERGY ARKANSAS, INC."; and further
RESOLVED, That, any additional references to "Arkansas
Power & Light Company" in said Amended and Restated
Articles of Incorporation, as amended, be changed to
"Entergy Arkansas, Inc."
3.Pursuant to the Laws of the State of Arkansas and the
Amended and Restated Articles of Incorporation of
Arkansas Power & Light Company, as amended, the holders
of the outstanding shares of common stock were the only
stockholders entitled to vote on the amendment, there
being no right to vote on the amendment by the holders of
preferred stock of Arkansas Power & Light Company.
4.The number of shares of common stock of the Corporation
outstanding at the time of such adoption was 46,980,196;
and the number of shares of common stock entitled to vote
thereon was 46,980,196; the number of shares of common
stock voting for the amendment was 46,980,196; the number
of shares of common stock voting against the amendment
was -0- ; the number of shares of preferred stock
of the Corporation outstanding at the time of such
adoption was 4,924,586, none of which preferred shares
were entitled to vote thereon.
Dated the 22nd day of April, 1996.
ARKANSAS POWER & LIGHT COMPANY
By: /s/ Michael G. Thompson
Michael G. Thompson
Senior Vice President and Secretary
By: /s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary
Exhibit 3(b)
GULF STATES UTILITIES COMPANY
RESTATED ARTICLES OF INCORPORATION
AS AMENDED MAY 3,1984
EFFECTIVE MAY 11, 1984
<PAGE>
[CONFORMED COPY]
FILED
In the Office of the Secretary of
State of Texas
May 11, 1984
CLERK II U
CORPORATIONS SECTION
RESTATED ARTICLES OF INCORPORATION
of
GULF STATES UTILITIES COMPANY
1. Adoption of Restated Articles of Incorporation. Gulf States
Utilities Company, pursuant to the provisions of Article 4.07 of the
Texas Business Corporation Act, hereby adopts Restated Articles of
Incorporation which accurately copy the Restated Articles of
Incorporation and all amendments thereto that are in effect to date and
as further amended by such Restated Articles of Incorporation as
hereinafter set forth and which contain no other change in any
provision thereof.
2. Amendment to Present Restated Articles of Incorporation. The
Restated Articles of Incorporation of the Corporation are amended as
follows:
Article IX is amended by striking therefrom Article IX as now
existing in its entirety and inserting in lieu thereof the following
new Article IX.
ARTICLE IX.
The Corporation shall indemnify Directors, officers, employees,
agents, nominees and designees of the Corporation and purchase and
maintain liability insurance for them as, and to the extent permitted
or required by law and provided for by the Bylaws of the Corporation,
general or specific action of the Board of Directors, or contract.
3. Amendment and Restated Articles of Incorporation adopted in
conformity with Texas Business Corporation Act. The amendment made by
these Restated Articles of Incorporation has been effected in
conformity with the provisions of the Texas Business Corporation Act
and such Restated Articles of Incorporation and the amendment made by
such Restated Articles of Incorporation was duly adopted by the
shareholders of the Corporation on May 3, 1984.
4. Vote upon Amendment and Restated Articles of Incorporation. The
number of shares of the Corporation outstanding was 92,765,635,
consisting of 4,725,157 shares of Preferred Stock--$100 Par Value,
4,000,000 shares of Preference Stock and 84,040,478 shares of Common
Stock. The number of outstanding shares entitled to vote on the
amendment and on the Restated Articles of Incorporation as so amended,
were as follows:
Preferred Stock &
Common Stock Preference Stock
On amendment and Restated
Articles as so amended...... 84,040,478 (Not entitled to vote)
The number of shares voted for and against such amendment and the
Restated Articles as so amended, were:
Preferred Stock &
Common Stock Preference
Stock
For Against For Against
Amendment of Article IX and Restated
Articles as so amended ....... 68,956,958 1,458,390 (Not entitled to vote)
5. No Reclassification of Issued Shares or Change in Amount of
Stated Capital. The amendment referred to in Section 2 hereof does not
effect any exchange, reclassification or cancellation of issued shares
or any change in the amount of the stated capital of the Corporation.
6. Text of Restated Articles of Incorporation. The Restated
Articles of Incorporation and all amendments thereto are hereby
superseded by the following Restated Articles of Incorporation which
accurately copy the entire text thereof and as further amended as above
set forth:
<PAGE>
RESTATED ARTICLES OF INCORPORATION
of
GULF STATES UTILITIES COMPANY
ARTICLE I.
The name of the Corporation is "GULF STATES UTILITIES COMPANY".
ARTICLE II.
The purposes for which the Corporation is formed are the
generation, manufacture, transportation, distribution, supply and sale
of electric current, light and power to the public; the production,
manufacture and purchase of gas and the transportation, distribution,
sale and supply of gas to the public; the purchase, generation, manufac
ture, transportation, distribution and sale of steam; the doing of all
such things as may be necessary or convenient in carrying out any and
all of the foregoing purposes.
The foregoing shall be construed as objects, purposes and powers,
and it is hereby expressly provided that neither the foregoing specific
enumeration nor anything in these Articles of Incorporation contained
shall be deemed to limit or exclude any power, right or privilege not
permitted by the laws of the State of Texas, for the purposes for which
the Corporation is organized.
ARTICLE III.
The places where the business of the Corporation is to be
transacted are in Jefferson County, Texas, and elsewhere within or
without the State of Texas and its principal office is to be located in
the City of Beaumont, Jefferson County, State of Texas.
The post office address of the registered office of the Corporation
is 350 Pine Street, Beaumont, Texas, 77701 and the name of its
registered agent at such address is William E. Heaner, Jr.
ARTICLE IV.
The period of duration of the Corporation is perpetual.
ARTICLE V.
The number of Directors of the Corporation shall not be less than
three (3) and not more than the number fixed from time to time by the
Bylaws of the Corporation. The names and addresses of the persons who
initially served as Directors from the date of filing of the original
Articles of Incorporation on August 25, 1925 until their successors
were elected and qualified were: J. G. Holtzclaw and Y. D. Carroll of
Beaumont, Jefferson County, Texas, and Palmer Hutcheson of Houston,
Harris County, Texas.
ARTICLE VI.
A. The total number of authorized shares of the capital stock of
the Corporation shall be as follows:
Authorized
Class Par Value Shares
Preferred Stock--$100 par value $100 6,000,000
Preferred Stock--without par value without par value 10,000,000
Preference Stock without par value 20,000,000
Common Stock without par value 200,000,000
References in these Articles of Incorporation to "Preferred
Stock" shall refer to both classes of Preferred Stock except where
otherwise indicated.
B. The Corporation has received for shares issued consideration m
excess of $1,000 consisting of motley paid, labor done, or property
actually received.
C. Subject to limitations in the Articles of Incorporation, any
shares of stock of the Corporation now and hereafter authorized may be
issued and disposed of by the Board of Directors of the Corporation at
any time or from time to time for such consideration in the form of
money paid, labor done, or property actually received as may be fixed
at any time or from time to time by the Board of Directors, provided,
that as to any of such shares with par value the consideration so to
be received shall not be less than the par value thereof; and
authority so to fix such consideration is hereby granted by the
stockholders to the Board of Directors; and any and all shares so
issued and disposed of shall be fully paid and nonassessable.
D. The aggregate number of shares which the Corporation shall have
authority to issue may be increased or decreased at any time or times
in any manner then prescribed or permitted by existing laws of Texas,
subject, however, to the provisions of these Articles of
Incorporation.
E. The descriptions of the different classes of capital stock of
the Corporation and the preferences, designations, relative rights,
privileges and powers of, and the restrictions, limitations or
qualifications on, said classes of stock are as follows:
PREFERRED STOCK.
1. Series and Limits of Variations Between Series of the Preferred
Stock. Subject to the provisions of this Article VI setting forth the
provisions of the established series of Preferred Stock--$100 Par
Value (which said provisions, however, shall not continue effective as
to any shares which are redeemed or repurchased and restored to the
status of authorized but unissued shares of such class), each class of
Preferred Stock may be issued in one series or divided into and issued
in more than one series from time to time as herein provided. Series
shall be established by the Board of Directors. The authorized number
of shares of any such series, the designation of such series, the
relative rights and preferences thereof and the terms and
characteristics thereof (in those respects in which the shares of one
series may vary from the shares of other series as herein provided)
shall be fixed and determined at any time prior to the issuance
thereof by resolution or resolutions of the Board of Directors of the
Corporation. All shares of each series shall be alike in every
particular. Preferred Stock of ail series within each class shall be
of equal rank and shall be identical in all respects, except in the
following particulars:
(a) The designation of such series, which may be by
distinguishing number, letter or title;
(b) The rate at which dividends are to accrue on the shares
of such series, hereinafter referred to as the "fixed dividend
rate";
(c) The terms and conditions on which the shares of such
series may be redeemed and the amount payable in respect of the
shares of such series in case of the redemption thereof at the
option of the Corporation, the amount so fixed being hereinafter
referred to as the "fixed redemption price", and the amount
payable in respect of the shares of such series in case of the
redemption thereof for any sinking fund for such series, which
amounts in respect of any series may, but need not, vary
according to the time or circumstances of such action;
(d) The amount payable in respect of the shares of such
series in case of liquidation, dissolution, or winding up of the
Corporation, or reduction or decrease of its capital stock
resulting in any distribution of its assets to its Common
Stockholders, the amount so fixed being hereinafter referred to
as the "fixed liquidation price", and the amount payable, if any,
in addition to the fixed liquidation price for each series in
case such liquidation, dissolution, winding up, reduction or
decrease be voluntary, the amount so fixed being hereinafter
referred to as the "fixed liquidation premium", which amounts in
respect of any series may, but need not, vary according to the
time or circumstances of such action;
(e) Any requirement as to any sinking fund or purchase fund
for, or the redemption, purchase or other retirement by the
Corporation of, the shares of such series;
(f) The right, if any, to convert the shares of such series
into shares of any other series of such class of Preferred Stock or
into shares of any other class of stock of the Corporation and the
rate or basis, time, manner, terms and conditions of conversion or
the method by which the same shall be determined; and
(g) With respect to series of Preferred Stock--without par
value, and only such class, the voting rights of the shares of such
series; provided that the vote per share fixed for the shares of
any series of such class on such issues as to which it is given
voting rights by these Articles of Incorporation or by law may not
exceed one one-hundredth of a vote per dollar of consideration per
share fixed by the Board of Directors for such shares upon original
issuance of such series which shall constitute the stated capital
value of such share. Each share of Preferred Stock--$100 Par Value
shall have one vote per share on such issues as to which it is
given voting rights by these Articles of Incorporation or by law.
2. Dividends on the Preferred Stock. Out of the assets of the
Corporation available for dividends, the holders of each series of
Preferred Stock at the time outstanding shall be entitled to receive,
if and when declared payable by the Board of Directors, dividends in
lawful money of the United States of America at, but not exceeding, the
fixed dividend rate for the particular series, payable quarterly on
March 15, June 15, September 15 and December 15 in each year, before
any dividends (other than a dividend payable in Common Stock of the
Corporation) shall be paid upon or set apart for the Common Stock; and
such dividends on each series of Preferred Stock shall be cumulative,
so that, if in any past dividend period or periods full dividends upon
each series of outstanding Preferred Stock at the fixed dividend rate
or rates therefor shall not have been paid, the deficiency (without in
terest) shall be paid or declared and set apart for payment before any
dividends shall be paid upon or set apart for the Common Stock.
Dividends on all shares of Preferred Stock of each series of both
classes, other than the shares of the $4.40 Dividend Preferred Stock--
$100 Par Value (issued in 1944) and $4.50 Dividend Preferred Stock--
$100 Par Value (issued in 1947), shall commence to accrue and be
cumulative from the dividend date for such series next preceding the
date of issue of the initial shares of such series, or from said date
of issue, if that be a dividend date; but in the event of the issue of
additional shares of Preferred Stock of any series, subsequent to the
date of the initial issue of shares of such series, all dividends paid
on Preferred Stock of such series prior to the issue of such additional
shares, and all dividends declared payable to the holders of record of
Preferred Stock of such series at a date prior to such issue, shall be
deemed to have been paid in respect of the additional shares so issued,
and in the event any shares of Preferred Stock of any series are issued
on any date other than a dividend date, any dividends accrued and
cumulated from the dividend date next preceding the date of issue to
the date of issue shall be deemed for all purposes to have been paid in
respect of all such shares so issued and the dividend payable thereon
on the next dividend date shall be reduced by the amount so deemed to
have been paid. Any dividends declared or paid on Preferred Stock in an
amount less than full cumulative dividends accrued or in arrears upon
all Preferred Stock outstanding shall, if more than one series be
outstanding, be divided among the different series in both classes then
outstanding in proportion to the aggregate amounts which would be
distributable to Preferred Stock of each series if full cumulative
dividends were declared and paid thereon.
3. Preference of Preferred Stock on Liquidation, etc. In the event
of any liquidation, dissolution, or winding up of the Corporation, or
reduction or decrease of its capital stock resulting in a distribution
of assets to its Common Stockholders other than by way of dividends out
of the net profits or out of the surplus of the Corporation, the
holders of Preferred Stock of each series in both classes then
outstanding shall be entitled to receive, for each share thereof, the
fixed liquidation price for such series, plus, in case such
liquidation, dissolution, winding up, reduction or decrease shall have
been voluntary, the fixed liquidation premium for such series, if any,
together in all cases with all dividends accrued or in arrears thereon,
before any distribution of the assets shall be made to the holders of
the Common Stock; but the holders of Preferred Stock shall be entitled
to no further participation in such distribution. If upon any such
liquidation, dissolution, winding up, reduction or decrease, the assets
distributable among the holders of Preferred Stock shall be
insufficient to permit the payment of the full preferential amounts
aforesaid, then the entire assets of the Corporation to be distributed
shall be distributed among the holders of each series in both classes
of Preferred Stock then outstanding, ratably in proportion to the full
preferential amounts to which they are respectively entitled. As used
in this Article the expression "dividends accrued or in arrears" means,
in respect of each share of Preferred Stock of any series, that amount
which shall be equal to simple interest upon the par or stated value at
an annual rate equal to the percentage that the fixed dividend rate for
such series is of the par or stated value, from the date from which
cumulative dividends thereon commence to accrue to the date as of which
the computation is to be made, less the aggregate amount (without
interest thereon) of all dividends theretofore paid (or deemed to have
been paid) or declared and set aside for payment in respect thereof. A
consolidation or merger of the Corporation, a sale or transfer of
substantially all of its assets as an entirety, or the repurchase or
redemption of Preferred Stock in accordance with the provisions of
Paragraph 4 below, or the purchase of Common Stock in accordance with
the provisions of Paragraph 14 below, whether or not the Preferred or
Common Stock so redeemed or repurchased shall be retired, shall not be
regarded as a "liquidation, dissolution, or winding up of the
Corporation, or reduction or decrease of its capital stock resulting in
a distribution of assets to its Common Stockholders other than by way
of dividends out of the net profits or out of the surplus of the
Corporation" within the meaning of this Paragraph 3.
4. Redemption and Repurchase of Preferred Stock. The Corporation
may, at its option expressed by vote of its Board of Directors, at any
time or from time to time, redeem the whole or any part of either or
both classes of Preferred Stock or of any series thereof at the fixed
redemption price for such series, together with the amount of any
dividends accrued or in arrears thereon to the date of such redemption.
Notice of any proposed redemption of any series of Preferred Stock
shall be given by publication at least once in a newspaper printed in
the English language and customarily published on each business day and
of general circulation in each of the City of Beaumont, State of Texas,
and the Borough of Manhattan, City and State of New York, the
publication in each such newspaper to be at least 30 days, and not more
than 60 days, prior to the date fixed for such redemption. As a matter
of courtesy, but not a matter of right, the Corporation may mail a copy
of such notice to the holders of record of each series of Preferred
Stock to be redeemed, at their respective addresses then appearing on
the books of the Corporation, to the extent that they may lawfully do
so; but neither failure to mail such copy nor any defect therein or in
the mailing thereof shall affect the validity of the proceedings for
the redemption of any shares of each series of Preferred Stock so to be
redeemed. Any such redemption of any series of Preferred Stock shall be
in such amount, at such places and by such method, whether by lot or
pro rata, as shall from time to time be determined by vote of its Board
of Directors. From and after the date fixed in any such notice as the
date of redemption, unless default shall be made by the Corporation in
providing funds sufficient for such redemption at or before the time
and at the place specified for the payment thereof pursuant to said
notice, all dividends on the shares called for redemption shall cease
to accrue; and from and after the date so fixed, unless default be made
as aforesaid, or from and after the date of the earlier deposit by the
Corporation in trust, with a bank or trust company having an aggregate
capital and surplus of at least $5,000,000 and doing business in the
Borough of Manhattan, City and State of New York, or in the City of
Boston, Commonwealth of Massachusetts, of funds sufficient for such
redemption (a statement of the intention so to deposit having been
included in said notice) all rights of the holders of the shares so
called for redemption as stockholders of the Corporation, except only
the right to receive, without interest, when due the redemption funds
to which they are entitled, shall cease and determine. Any funds so
deposited which shall remain unclaimed by the holders of such Preferred
Stock at the end of six (6) years after the redemption date, together
with any interest thereon that shall have been allowed by the bank or
trust company with which the deposit shall have been made, shall be
paid by it to the Corporation to be held by the Corporation for such
holders. The Corporation may also from time to time repurchase shares
of its Preferred Stock at not exceeding the price at which the same may
be redeemed. Shares of Preferred Stock of either class redeemed or
repurchased by the Corporation shall be restored to the status of
authorized but unissued shares of such class of Preferred Stock without
designation thereof and may from time to time be reissued as provided
in Paragraph 1 of this Article VI.
5. Restrictions on Certain Corporation Action. So long as any
shares of any series of such class of Preferred Stock shall remain
outstanding, the Corporation shall not, without the affirmative vote of
the holders of two-thirds of the total number of shares of such class
of Preferred Stock then outstanding, at a meeting of such class of
Preferred Stockholders called for the purposes of approving such action
(but upon such vote, and any requisite vote at a meeting of the holders
of all classes of stock then outstanding having the privilege to vote
to authorize the Board of Directors to take such action, may):
(a) Authorize or issue any stock ranking prior to such class
of Preferred Stock in respect of dividends or assets (such stock
being hereinafter in this Paragraph 5 referred to as "Senior
Stock") or authorize or issue any stock ranking on a parity with
such class of Preferred Stock (but not including any series or
stock of Preferred Stock--$100 Par Value or Preferred Stock--
without par value) in respect of dividends or assets (such stock
ranking on a parity with but excluding Preferred Stock--$100 Par
Value and Preferred Stock-- without par value being hereinafter in
this Paragraph 5 referred to as "Parity Stock"), except (i) the
issue of Senior Stock or Parity Stock upon conversion of
obligations or securities convertible into, or upon exercise of
warrants, rights or options to purchase or subscribe to, Senior
Stock or Parity Stock which has been authorized pursuant to (b)
below, and (ii) the issue of any stock of any series of either
class of Preferred Stock up to the number of shares of such class
then authorized hereunder, which issuance may be done by the Board
of Directors as provided in these Articles of Incorporation,
without any vote by holders of shares of either class of Preferred
Stock except as may be required by the provisions of clause (f)
below;
(b) Authorize or issue any obligation or security convertible
into, or any warrants, rights or options to purchase or subscribe
to, shares of Senior Stock or Parity Stock;
(c) Reduce the amount of capital represented by the
outstanding Preferred Stock of such class; or reduce below
$11,101,124 the aggregate amount of capital represented by Common
Stock, except in a case where any State or Federal regulatory body
having jurisdiction shall have required or permitted the
Corporation to reduce the book value of any of its assets and, in
connection therewith, the amount of capital represented by Common
Stock shall be reduced by an amount or amounts not exceeding in
the aggregate the amount of such reduction in book value of
assets; provided, however, that nothing herein shall require any
such vote of the holders of either class of Preferred Stock if the
reduction of capital shall be in connection with the retirement of
shares of either class of Preferred Stock repurchased or redeemed
in accordance with the provisions of this Article VI and shall not
be in excess of the capital represented by the repurchased or
redeemed shares; references to ''capital" in this clause (c) being
references to stated capital as defined by law; or
(d) Alter, amend, or repeal the provisions relating to such
class of Preferred Stock so as to affect adversely any of the
preferences or other rights of such class of Preferred Stock.
So long as any shares of any series of either class of Preferred
Stock shall remain outstanding, the Corporation shall not:
(e) Authorize or issue any obligation or security convertible
into, or any warrants, rights or options to purchase or subscribe
to shares of any series of Preferred Stock or authorize any shares
of Preferred Stock in excess of such amount as shall have been
permitted from time to time by the affirmative vote, at a meeting
called for such purpose, of the holders of shares of each class of
Preferred Stock then outstanding having a majority of the votes
entitled to be cast, at which meeting the holders of shares of
each such class of Preferred Stock then outstanding having
one-third or more of the votes entitled to be cast shall not have
voted against such permission; or
(f) Issue any shares of Preferred Stock, including any
shares which have been redeemed or repurchased and thereby
restored to the status of authorized but unissued shares, within
the number of shares permitted by action of the holders of
Preferred Stock pursuant to clause (e) above (except upon
conversion of obligations or securities convertible into, or upon
exercise of warrants, rights or options to purchase or subscribe
to, Preferred Stock), unless one of the two following conditions
shall have been satisfied, namely, that:
(i) The specific issue, sale or disposition proposed
shall have been approved by the affirmative vote, at a
meeting called for such purpose, of the holders of each class
of Preferred Stock then outstanding having a majority of the
votes entitled to be cast, at which meeting the holders of
shares of each such class of Preferred Stock then outstanding
having one-third or more of the votes entitled to be cast
shall not have voted against such action; or
(ii) For a period of 12 consecutive calendar months
within the 15 calendar months immediately preceding the
issuance of such additional shares or the contracting for
the issuance and sale thereof, (1) the net income of the
Corporation available for dividends as determined in
accordance with sound accounting practice is at least 2-1/2
times the annual dividend requirements on all Preferred
Stock of all series in both classes, all Parity Stock and
all Senior Stock to be outstanding immediately after the
issuance of such additional shares; and (2) the balance of
earnings of the Corporation available (after taxes and
depreciation) for interest, amortization and dividends as
determined in accordance with sound accounting practice is
at least 1-1/2 times the aggregate of the annual interest
requirements on its indebtedness to be outstanding
immediately after the proposed issue of such additional
shares and the annual dividend requirements on all Senior
Stock, all Parity Stock and Preferred Stock of all series in
both classes to be outstanding immediately after the
proposed issue of such additional shares. Where the
Corporation shall have acquired any property during the
period of the computation of such earnings or where the
proceeds of the sale of the shares to be issued are proposed
to be applied to the purchase of any property, the net
income or losses from such property for the whole period of
the computation shall be included or reflected therein.
So long as any shares of any series of either class of Preferred
Stock shall remain outstanding, the Corporation shall not, without the
affirmative vote, at a meeting called for such purpose, of the holders
of shares of each class of Preferred Stock then outstanding having a
majority of the votes entitled to be cast (but, upon such vote and any
requisite vote of the holders of the shares of the Common Stock then
outstanding, may):
(g) Merge or consolidate the Corporation with or into any other
corporation, or sell substantially all of the assets of the
Corporation, unless such merger or consolidation or sale, or the
issuance and assumption of all securities to be issued or assumed in
connection with any such merger or consolidation or sale, shall have
been ordered, approved, or permitted by the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935, or by
any successor commission or other regulatory authority of the United
States or of any State or governmental subdivision thereof having
jurisdiction in the premises, after specific application or other
formal presentation; but the provisions of this Clause (g) shall not
apply to an acquisition by the Corporate or franchises or assets in
any manner which does not involve a merger or consolidation.
Notwithstanding anything elsewhere in this Article VI, if in
connection with the accomplishment of any matter whatever provision is
to be made for the redemption or retirement of all of Preferred Stock
of any series of either class at the time outstanding, nothing in this
Article VI shall be construed to confer on the holders of Preferred
Stock of such series any power or right to vote in respect of any such
matter, and the holders of Preferred Stock of such series shall not
have any power or right to vote in respect of any such matter except
where, and to the extent that, a right to vote which cannot be waived
by the terms hereof is conferred by the then existing laws of the
State of Texas.
6. Voting Rights. The holders of shares of Preferred Stock shall
not possess voting power for any purpose other than those for which
voting power is conferred by Paragraph 5 of this Article VI and by this
Paragraph 6. In addition to the voting powers expressly conferred upon
Preferred Stock by the provisions of Paragraph 5 of this Article VI and
in addition to voting rights granted to Preferred Stock in statutory
proceedings as to which their vote may be mandatorily required by the
then existing laws of the State of Texas, in case at any time the
Corporation shall fail to declare and pay or set aside for payment in
full any quarterly dividend on any series of either class of Preferred
Stock and shall not on or before the fourth succeeding quarterly
dividend payment date declare and pay or set aside for payment in full
said dividend in arrears and also all dividends which shall in the
meantime have become due and payable on all of the outstanding
Preferred Stock of both classes, such holders of all series of both
classes of Preferred Stock shall thereupon have and continue to have
the right, voting together as a combined class for such purpose by
plurality vote, with each share of Preferred Stock--$100 Par Value
having for purposes of the combined class votes provided for in this
Paragraph 6 one vote per share and each share of Preferred Stock--
without par value having for such purpose the vote per share fixed for
such share pursuant to Paragraph l(g) above, to elect the smallest
number of Directors of the Corporation necessary to constitute a
majority of the members of the Board of Directors, until all dividends
accrued and payable on both classes of Preferred Stock shall have been
fully paid; and, during the continuance of such right of the holders of
all series of both classes of Preferred Stock to elect such majority of
the Board of Directors, the holders of the Common Stock shall have the
right, voting as a class, by plurality vote, to elect the remaining
members of the Board of Directors. The terms of office of all persons
who may be Directors of the Corporation at any time when such right to
elect such majority of the Board of Directors shall accrue to the
holders of both classes of Preferred Stock shall terminate upon the
election of their successors; and such election may be held at a
special meeting of all stockholders of the Corporation which shall be
convened at any time after the accrual of such right upon notice
similar to that provided in the Bylaws of the Corporation for calling
the annual meeting of the stockholders, at the request in writing of
the holders of record of at least 2% of the number of shares of both
classes of Preferred Stock then outstanding. In default of the calling
of said meeting by a proper officer of the Corporation within five days
after the making of such request, such meeting may be called on like
notice by any holder of record of either class of Preferred Stock, for
which purpose any such holder of Preferred Stock shall have the right
to have access to the stock books of the Corporation. If such special
meeting be not called prior to the next annual meeting, the holders of
both classes of Preferred Stock as one combined class for such purpose,
and the holders of the Common Stock as a second class, shall,
respectively, elect such majority and such minority of the members of
the Board of Directors as aforesaid, at such annual meeting, unless
previously thereto all such dividend defaults shall have been made
good. At all meetings of stockholders held, for the purpose of electing
Directors, during the period Preferred Stockholders shall have the
right to elect a majority of the members of the Board of Directors, the
holders of shares having a majority of the votes entitled to be cast by
the then issued and outstanding Preferred Stock as a combined class and
of the Common Stock as a class shall constitute a quorum of those
classes, respectively, for the purposes of such meetings and lack of a
quorum as to either of such classes at any such meeting shall not
interfere with the holding of such meeting and the election of
Directors by the class having a quorum present; provided that in such
election the specific Directors to be succeeded shall be designated.
Upon the termination at any time of such right of the holders of both
classes of Preferred Stock to elect such majority of the Board of
Directors, the term of office of all Directors elected by vote of the
holders of both classes of Preferred Stock as a combined class (or
elected to fill a vacancy which might have been so filled) shall end
upon the election and qualification of their successors; and such
election may be held at a special meeting of holders of Common Stock,
convened on like notice at the-request in writing of the holders of
record of at least 2% of the total number of shares of Common Stock
then outstanding, or, if such special meeting is not called prior to
the next annual meeting, at such annual meeting. In default of the
calling of said meeting by a proper officer of the Corporation within
five days after the making of such request, such meeting may be called
on like notice by any holder of record of the Common Stock of the
Corporation, for which purpose any such holder of Common Stock shall
have the right to have access to the stock books of the Corporation.
Whenever, by reason of the resignation, death or removal of any
Director or Directors or any increase in the number of Directors, at
any time while the holders of Preferred Stock are entitled to elect
such majority of the Board of Directors as aforesaid, the number of
Directors in office who have been elected by either the holders of both
classes of Preferred Stock as a combined class or the holders of the
Common Stock as a class shall become less than the total number subject
to election by such respective classes, the vacancy or vacancies so
resulting may be filled by plurality vote of such respective classes of
stockholders at a meeting thereof called for the purpose, or, pending
such action, by the affirmative vote of a majority of the Directors at
the time in office who were elected by the vote of such class of
stockholders, although such Directors shall be less than a quorum of
the Board of Directors, at a meeting called by any such Director in the
manner provided in the Bylaws for the calling of special meetings of
the Board of Directors. During the continuance of such voting rights, a
Director elected by holders of both classes of Preferred Stock as a
combined class or the Common Stock as a class (or elected to fill a
vacancy which might have been so filled) shall be subject to removal by
majority vote of both classes of Preferred Stock or of the Common Stock
at the time outstanding, as appropriate, at a special meeting called
for the purpose, but not otherwise. A special meeting of stockholders
to fill a vacancy or to remove a Director as last above provided may be
called at any time by the holder or holders of record of shares
entitled to cast at least 5 % of the votes of the class or combined
classes of stock entitled to vote thereat or in such other manner as
may be provided for in the Bylaws. The term of office of any officer of
the Corporation shall terminate upon the election and qualification of
his successor; and such election may be held at any meeting of the
Board of Directors following any special meeting of stockholders held
upon the accrual or termination of the voting rights of the holders of
the Preferred Stock to elect such majority of the Board of Directors so
that new Directors elected at any such meeting of stockholders shall be
empowered to choose new officers of the Corporation or any thereof in
their discretion.
DIFFERENT SERIES OF PREFERRED STOCK.
7. $4.40 Dividend Preferred Stock - $100 Par Value. 120,000 shares
of the authorized stock classified as Preferred Stock--$100 Par Value
as provided in Paragraph A of this Article VI shall constitute the
first series of Preferred Stock--$100 Par Value and are designated as
"$4.40 Dividend Preferred Stock--$100 Par Value '; the fixed dividend
rate on the shares of such series is $4.40 per share per annum and such
dividends are cumulative from the date of the initial issuance of any
shares of such series, with the first dividend payable December 15,
1944 in respect of the period from the date of the initial issuance of
any shares of such series to said December 15, 1944; the fixed
redemption price on the shares of such series is $111 per share prior
to October 1, 1949, $109.50 per share on October 1, 1949 and thereafter
prior to October 1, 1954, and $108 per share on October 1, 1954 and
thereafter; the fixed liquidation price on the shares of such series is
$100 per share; and the fixed liquidation premium on the shares of such
series is $11 per share prior to October 1, 1949, $9.50 per share on
October 1, 1949 and thereafter prior to October 1, 1954, and $8 per
share on October 1, 1954 and thereafter. The $4.40 Dividend Preferred
Stock--$100 Par Value has no exchange or conversion rights.
7a. $4.50 Dividend Preferred Stock - $100 Par Value. 50,000 shares
of the authorized stock classified as Preferred Stock--$100 Par Value
as provided in Paragraph A of this Article VI shall constitute the
second series of Preferred Stock--$100 Par Value and are designated as
"$4.50 Dividend Preferred Stock--$100 Par Value"; the fixed dividend
rate on the shares of such series is $4.50 per share per annum and such
dividends are cumulative from the date of the original issuance of such
series, with the first dividend payable in respect to the period from
the date of the original issuance of such series to March 15, 1948; the
fixed redemption price on the shares of such series is $105 per share;
the fixed liquidation price on the shares of such series is $100 per
share; and the fixed liquidation premium on the shares of such series
is $5 per share. The $4.50 Dividend Preferred Stock--$100 Par Value has
no exchange or conversion rights.
7b. $4.40 Dividend Preferred Stock, 1949 Series - $100 Par Value.
60,000 shares of the authorized stock classified as Preferred Stock--
$100 Par Value as provided in Paragraph A of this Article VI shall
constitute the third series of Preferred Stock--$100 Par Value and are
designated as ''$4.40 Dividend Preferred Stock, 1949 Series--$100 Par
Value"; the fixed dividend rate on the shares of such series is $4.40
per share per annum and such dividends are cumulative from September
15, 1949, with the first dividend payable December 15, 1949; the fixed
redemption price on the shares of such series is $105 per share prior
to September 15, 1954, $104 per share on September 15, 1954 and
thereafter prior to September 15, 1959, and $103 per share on September
15, 1959 and thereafter; the fixed liquidation price on the shares of
such series is $100 per share; and the fixed liquidation premium on the
shares of such series is $5 per share prior to September 15, 1954, $4
per share on September 15, 1954 and thereafter prior to September 15,
1959, and $3 per share on September 15, 1959 and thereafter. The $4.40
Dividend Preferred Stock, 1949 Series--$100 Par Value has no exchange
or conversion rights.
7c. $4.20 Dividend Preferred Stock - $100 Par Value. 70 000 shares
of the authorized stock classified, as Preferred Stock--$100 Par Value
as provided in Paragraph A of this Article VI shall constitute the
fourth series of Preferred Stock--$100 Par Value and are designated as
"$4.20 Dividend Preferred Stock--$100 Par Value"; the fixed dividend
rate on the shares of such series is $4.20 per share per annum and such
dividends are cumulative from September 15, 1950, with the first
dividend payable December 15, 1950; the fixed redemption price on the
shares of such series is $104.818 per share prior to October 1, 1955,
$103.818 per share on October 1, 1955 and thereafter prior to October
1, 1960, and $102.818 per share on October 1, 1960 and thereafter; the
fixed liquidation price on the shares of such series is $100 per share;
and the fixed liquidation premium on the shares of such series is
$4.818 per share prior to October 1, 1955, $3.818 per share on October
1, 1955 and thereafter prior to October 1, 1960, and $2.818 per share
on October 1, 1960 and thereafter. The $4.20 Dividend Preferred Stock--
S100 Par Value has no exchange or conversion rights.
7d. $4.44 Dividend Preferred Stock - $100 Par Value. 50,000 shares
of the authorized stock classified as Preferred Stock--$100 Par Value
as provided in Paragraph A of this Article VI shall constitute the
fifth series of Preferred Stock--$100 Par Value and are designated as
"$4.44 Dividend Preferred Stock--$100 Par Value"; the fixed dividend
rate on the shares of such series is $4.44 per share per annum and such
dividends are cumulative from June 15, 1952, with the first dividend
payable September 15, 1952; the fixed redemption price on the shares of
such series is $105.75 per share prior to July 1, 1957, $104.75 per
share on July 1, 1957, and thereafter prior to July 1, 1962, and
$103.75 per share on July 1, 1962 and thereafter; the fixed liquidation
price on the shares of such series is $100 per share; and the fixed
liquidation premium on the shares of such series is $5.75 per share
prior to July 1, 1957, $4.75 per share on July 1, 1957 and thereafter
prior to July 1, 1962, and $3.75 per share on July 1, 1962 and
thereafter. The $4.44 Dividend Preferred Stock--$100 Par Value has no
exchange or conversion rights.
7e. $5.00 Dividend Preferred Stock - $100 Par Value. 75,000 shares
of the authorized stock classified as Preferred Stock--$100 Par Value
as provided in Paragraph A of this Article VI shall constitute the
sixth series of Preferred Stock--$100 Par Value declared designated:
`'$500 Dividend Preferred Stock--$100 Par Value"; the fixed dividend
rate on the shares of such series is $5.00 per share per annum and such
dividends are cumulative from December 15, 1957, with the first
dividend payable March 15, 1958; the fixed redemption price on the
shares of such series is $108.25 per share prior to February 1, 1963,
$106.25 per share on February 1, 1963 and thereafter prior to February
1, 1968, and $104.25 per share on February 1, 1968 and thereafter; the
fixed liquidation price on the shares of such series is $100 per share;
and the fixed liquidation premium on the shares of such series is $8.25
per share prior to February 1, 1963, $6.25 per share on February 1,
1963 and thereafter prior to February 1, 1968, and $4.25 per share on
February 1, 1968 and thereafter. The $5.00 Dividend Preferred Stock--
$100 Par Value has no exchange or conversion rights.
7f. $5.08 Dividend Preferred Stock - $100 Par Value. 100,000 shares
of the authorized stock classified as Preferred Stock--$100 Par Value
as provided in Paragraph A of this Article VI shall constitute the
seventh series of Preferred Stock--$100 Par Value and are designated as
"$5.08 Dividend Preferred Stock--$100 Par Value"; the fixed dividend
rate on the shares of such series is $5.08 per share per annum and such
dividends are cumulative from December 15, 1958, with the first
dividend payable March 15, 1959; the fixed redemption price on the
shares of such series is $108.63 per share if redeemed prior to January
1, 1964; $106.63 per share if redeemed on January 1, 1964 or thereafter
and prior to January 1, 1969; $104.63 per share if redeemed on January
1, 1969 or thereafter. The fixed liquidation price for the shares of
such series is $100 per share; and the fixed liquidation premium on the
shares of such series is $8.63 per share prior to January 1, 1964,
$6.63 per share on January 1, 1984 and thereafter prior to January 1,
1969, and $4.63 per share on January 1, 1969 and thereafter. The $5.08
Dividend Preferred Stock--$100 Par Value has no exchange or conversion
rights.
7g. S4.52 Dividend Preferred Sock - $100 Par Value. 100,000 shares
of authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the eighth series of Preferred Stock--$100 Par Value
and are designated as 'S$4.52 Dividend Preferred Stock--$100 Par
Value"; the fixed dividend rate on the shares of such series is $4.52
per share per annum and such dividends are cumulative from September
15, 1963, with the first dividend payable December 15, 1963; the fixed
redemption price on the shares of such series is $106.57 per share if
redeemed prior to October 1, 1968; $105.57 per share if redeemed on
October 1, 1968 or thereafter and prior to October 1, 1973; $103.57 per
share if redeemed on October 1, 1973 or thereafter. The fixed
liquidation price for the shares of such series is $100 per share; and
the fixed liquidation premium on the shares of such series is $6.57 per
share prior to October 1, 1968, $5.57 per share on October 1, 1968 and
thereafter prior to October 1, 1973, and S3.57 per share on October 1,
1973 and thereafter. The $4.52 Dividend Preferred Stock--$100 Par Value
has no exchange or conversion rights.
7h. $6.08 Dividend Preferred Stock - S100 Par Value. 200,000 shares
of authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the ninth series of Preferred Stock--$100 Par Value
and are designated as "$6.08 Dividend Preferred Stock--$100 Par Value";
the fixed dividend rate on the shares of such series is $6.08 per share
per annum and such dividends are cumulative from June 15, 1967, with
the first dividend payable September 15, 1967; the fixed redemption
price on the shares of such series is $107.42 per share if redeemed
prior to July 1, 1972; $105.34 per share if redeemed on July 1, 1972 or
thereafter and prior to July 1, 1977; $103.34 per share if redeemed on
July 1, 1977 or thereafter. The fixed liquidation price for the shares
of such series is $100 per share; and the fixed liquidation premium on
the shares of such series is $7.42 per share prior to July 1, 1972,
$5.34 per share on July 1, 1972 and thereafter prior to July 1, 1977,
and $3.34 per share on July 1, 1977 and thereafter. The $6.08 Dividend
Preferred Stock--$100 Par Value has no exchange or conversion rights.
7i. S7.56 Dividend Preferred Stock - $100 Par Value e. 350,000
shares of authorized stock classified as Preferred Stock--$100 Par
Value as provided in Paragraph A of Article VI of the Articles of
Incorporation shall constitute the tenth series of Preferred Stock--
$100 Par Value and are designated as "$7.56 Dividend Preferred Stock--
$100 Par Value"; the fixed dividend rate on the shares of such series
is $7.56 per share per annum and such dividends are cumulative from
September 15, 1972, with the first dividend payable December 15, 1972;
the fixed redemption price on the shares of such series is $108.36 per
share if redeemed prior to September 1, 1977; $106.80 per share if
redeemed on September 1, 1977 or thereafter and prior to September 1,
1982; $103.80 per share if redeemed on September 1, 1982 or thereafter
and prior to September 1, 1987; and $101.80 per share if redeemed on
September 1, 1987 or thereafter; provided, however, that unless all
shares of Preferred Stock of each series then outstanding are redeemed
or otherwise retired, no shares of the $7.56 Dividend Preferred Stock--
$100 Par Value shall be redeemed at the option of the Company prior to
September 1, 1977, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred Stock having an
effective interest cost or dividend rate (calculated in accordance with
generally accepted financial principles) of less than 7.50% per annum.
The fixed liquidation price for the shares of such series is $100 per
share; and the fixed liquidation premium on the shares of such series
is S8.36 per share prior to September 1, 1977, $6.80 per share on
September 1, 1977 and thereafter prior to September 1, 1982, S3.80 per
share on September 1, 1982 and thereafter prior to September 1, 1987,
and $1.80 per share on September 1, 1987 and thereafter. The $7.56
Dividend Preferred Stock--$100 Par Value has no exchange or conversion
rights.
7j. S8.52 Dividend Preferred Stock - $100 Par Value. 500,000 shares
of authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the eleventh series of Preferred Stock--$100 Par Value
and are designated as ''$8.52 Dividend Preferred Stock--$100 Par
Value"; the fixed dividend rate on the shares of such series is $8.52
per share per annum and such dividends are cumulative from December 15,
1976, with the first dividend payable March 15, 1977; the fixed
redemption price on the shares of such series is S109.95 per share if
redeemed prior to January 1, 1982; $106.43 per share if redeemed on
January 1, 1982 or thereafter and prior to January 1, 1987; $104.43 per
share if redeemed on January 1, 1987 or thereafter and prior to January
1, 1992; and $102.43 per share if redeemed on January 1, 1992 or
thereafter; provided, however, that unless all shares of Preferred
Stock of each series then outstanding are redeemed or otherwise
retired, no shares of the $8.52 Dividend Preferred Stock--$100 Par
Value shall be redeemed at the option of the Company prior to January
1, 1982, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred Stock having an
effective interest cost or dividend rate (calculated in accordance with
generally accepted financial principles) of less than 8.40% per annum.
The fixed liquidation price for the shares of such series is $100 per
share; and the fixed liquidation premium on the shares of such series
is $9.95 per share prior to January 1, 1982, $6.43 per share on January
1, 1982 and thereafter prior to January 1, 1987, $4.43 per share on
January 1, 1987 and thereafter prior to January 1, 1992, and $2.43 per
share on January 1, 1992 and thereafter. The $8.52 Dividend Preferred
Stock--$100 Par Value has no exchange or conversion rights.
7k. S8.80 Dividend Preferred Stock - $100 Par Value. 444,525 shares
of authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the twelfth series of Preferred Stock--$100 Par Value
and are designated as "$8.80 Dividend Preferred Stock--$100 Par
Value''; the fixed dividend rate on the shares of such series is $8.80
per share per annum and such dividends are cumulative from December 15,
1978, with the first dividend payable March 15, 1979; the fixed
redemption price on the shares of such series, other than for
redemption at par otherwise required or permitted, is $107 per share if
redeemed prior to December 15, 1983; $105 per share if redeemed on
December 15, 1983, or thereafter and prior to December 15, 1988; $103
per share if redeemed on December 15, 1988, or thereafter and prior to
December 15, 1993; and $100 per share if redeemed on December 15, 1993,
or thereafter; provided, however, that unless all shares of Preferred
Stock of each series then outstanding are redeemed or otherwise
retired, no shares of the $8.80 Dividend Preferred Stock--$100 Par
Value shall be redeemed at the option of the Company prior to December
15, 1983, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred Stock having an
effective interest cost or dividend rate (calculated in accordance with
generally accepted financial practice) of less than 8.80% per annum.
The fixed redemption price on the shares of such series is $100 per
share, plus any accrued and unpaid dividends, if redeemed in
satisfaction of the Company's Sinking Fund obligation or optional
redemption right provided below.
Subject to the provisions of Article VI of the Articles of
Incorporation, as amended, on December 15, 1984, and on December 15 in
each year thereafter, so long as any of this twelfth series of
Preferred Stock shall remain outstanding, the Company shall redeem as a
Sinking Fund obligation, 3 % of the number of shares of such twelfth
series of Preferred Stock originally issued and, in addition, the
Company may, at its option, redeem each such December 15 additional
shares of this twelfth series of Preferred Stock in a number not
exceeding such percentage, but the right to make such optional
redemption shall not be cumulative and shall not be applied in
reduction of any subsequent mandatory Sinking Fund redemption provided
for above; provided that the Company shall not declare or pay or set
apart for, or make or order any dividend or other distribution in
respect of, or purchase or otherwise acquire for value any shares of,
the Common Stock of the Company, or any class of stock as to which the
Preferred Stock of the Company has priority as to payments of
dividends, unless all redemptions required to be made in satisfaction
of the Sinking Fund obligation provided above have been made. The
Company may elect to reduce its obligation in respect of the redemption
of shares so required to be redeemed as a Sinking Fund obligation by
making direct purchases in the open market or other vise of shares of
this twelfth series of Preferred Stock (other than shares previously
applied as a credit against the Sinking Fund obligation) and
designating such shares to be applied as a credit, in whole or in part,
in an amount equal to the aggregate par value of the shares so applied,
against the aggregate par value of the shares required to be redeemed
in such year pursuant to the Sinking Fund obligation.
In all cases in which redemptions of less than all outstanding
shares of this twelfth series are to be made by the Company, the shares
to be redeemed shall be selected by lot in accordance with such
procedures as may be approved by the Board of Directors of this
Company.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium on the shares of such
series is $7.00 per share prior to December 15, 1983; $5.00 per share
on December 15, 1983, and thereafter prior to December 15, 1988; $3.00
per share on December 15, 1988, and thereafter prior to December 15,
1993, and $0 per share on December 15, 1993, and thereafter. The $8.80
Dividend Preferred Stock--$100 Par Value has no exchange or conversion
rights.
7l. $9. 75 Dividend Preferred Stock - $100 Par Value. 59,520 shares
of authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the thirteenth series of Preferred Stock--$100 Par
Value and are designated as "$9.75 Dividend Preferred Stock--$100 Par
Value"; the fixed dividend rate on the shares of such series is S9.75
per share per annum and such dividends are cumulative from December 15,
1978, with the first dividend payable March 15, 1979; the fixed
redemption price on the shares of such series, other than for
redemption at par otherwise required or permitted, is $107 per share if
redeemed prior to December 15, 1983; $105 per share if redeemed on
December 15, 1983, or thereafter and prior to December 15, 1988; $103
per share if redeemed on December 15, 1988, or thereafter and prior to
December 15, 1993; and $100 per share if redeemed on December 15, 1993,
or thereafter; provided, however, that unless all shares of Preferred
Stock of each series then outstanding are redeemed or otherwise
retired, no shares of the $9.75 Dividend Preferred Stock--$100 Par
Value shall be redeemed at the option of the Company prior to December
15, 1983, directly or indirectly out of the proceeds s)f or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred Stock having an
effective interest cost or dividend rate (calculated in accordance with
generally accepted financial practice) of less than 9.75% per annum.
The fixed redemption price on the shares of such series is $100 per
share, plus any accrued and unpaid dividends, if redeemed in
satisfaction of the Company's Sinking Fund obligation or optional
redemption right provided below.
Subject to the provisions of Article VI of the Articles of
Incorporation, as amended, on December 15, 1984, and on December 15 in
each year thereafter, so long as any of this thirteenth series of
Preferred Stock shall remain outstanding, the Company shall redeem as a
Sinking Fund obligation, 3 % of the number of shares of such thirteenth
series of Preferred Stock originally issued and, in addition, the
Company may, at its option, redeem each such December 15 additional
shares of this thirteenth series of Preferred Stock in a number not
exceeding such percentage, but the right to make such optional
redemption shall not be cumulative and shall not be applied in
reduction of any subsequent mandatory Sinking Fund redemption provided
for above; provided that the Company shall not declare or pay or set
apart for, or make or order any dividend or other distribution in
respect of, or purchase or otherwise acquire for value any shares of,
the Common Stock of the Company, or any class of stock as to which the
Preferred Stock of the Company has priority as to payments of
dividends, unless all redemptions required to be made in satisfaction
of the Sinking Fund obligation provided above have been made. The
Company may elect to reduce its obligation in respect of the redemption
of shares so required to be redeemed as a Sinking Fund obligation by
making direct purchases in the open market or otherwise of shares of
this thirteenth series of Preferred Stock (other than shares previously
applied as a credit against the Sinking Fund obligation) and
designating such shares to be applied as a credit, in whole or in part,
in an amount equal to the aggregate par value of the shares so applied,
against the aggregate par value of the shares required to be redeemed
in such year pursuant to the Sinking Fund obligation.
In all cases in which redemptions of less than all outstanding
shares of this thirteenth series are to be made by the Company, the
shares to be redeemed shall be made by the Company, the shares to be
redeemed shall be selected by lot in accordance with such procedures as
may be approved by the Board of Directors of this Company.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium on the shares of such
series is $7.00 per share prior to December 15, 1983; $5.00 per share
on December 15, 1983, and thereafter prior to December 15, 1988, $3.00
per share on December 15, 1988, and thereafter prior to December 15,
1993, and $0 per share on December 15, 1993, and thereafter. The $9.75
Dividend Preferred Stock--$100 Par Value has no exchange or conversion
rights.
7m. $9.96 Dividend Preferred Stock - $100 Par Value. 350,000 shares
of authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the fourteenth series of Preferred Stock--$100 Par
Value and are designated as "$9.96 Dividend Preferred Stock--$100 Par
Value''; the fixed dividend rate on the shares of such series is $9.96
per share per annum and such dividends are cumulative from December 15,
1978, with the first dividend payable March 15, 1979; the fixed
redemption price on the shares of such series is $111.60 per share if
redeemed prior to January 1, 1984; $106.64 per share if redeemed on
January 1, 1984, or thereafter and prior to January 1, 1989; $104.64
per share if redeemed on January 1, 1989, or thereafter and prior to
January 1, 1994; and $102.64 per share if redeemed on January 1, 1994,
or thereafter; provided, however, that unless all shares of Preferred
Stock of each series then outstanding are redeemed or otherwise
retired, no shares of the $9.96 Dividend Preferred Stock--$100 Par
Value shall be redeemed at the option of the Company prior to January
1, 1984, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred Stock having an
effective interest cost or dividend rate (calculated in accordance with
generally accepted financial practice) of less than 9.80% per annum.
In all cases in which redemptions of less than all outstanding
shares of this fourteenth series are to be made by the Company, the
shares to be redeemed shall be selected by lot in accordance with such
procedures as may be approved by the Board of Directors of this
Company.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium on the shares of such
series is $11.60 per share prior to January 1, 1984; $6.64 per share on
January 1, 1984, and thereafter prior to January 1, 1989; $4.64 per
share on January 1, 1989, and thereafter prior to January 1, 1994, and
$2.64 per share on January 1, 1994, and thereafter. The $9.96 Dividend
Preferred Stock--$100 Par Value has no exchange or conversion rights.
7n. $8. 64 Dividend Preferred Stock - $100 Par Value. 350,000 shares of
authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the fifteenth series of Preferred Stock--$100 Par
Value and are designated as ''$8.64 Dividend Preferred Stock--$100 Par
Value"; the fixed dividend rate on the shares of such series is $8.64
per share per annum and such dividends are cumulative from June 15,
1979, (subject to the provision in Article VI E.2 regarding deemed
payment prior to the date of original issue), with the first dividend
payable September 15, 1979; the fixed redemption price on the shares of
such series, other than for redemption at par otherwise required or per
mitted, is $108.64 per share if redeemed prior to August 1, 1984;
$105.00 per share if redeemed on August I, 1984, or thereafter and
prior to August 1, 1989; $103.00 per share if redeemed on August 1,
1989, or thereafter and prior to August 1, 1994; and $101.00 per share
if redeemed on August 1, 1994, or thereafter; provided, however, that
unless all shares of Preferred Stock of each series then outstanding
are redeemed or otherwise retired, no shares of the ''$8.64 Dividend
Preferred Stock--$100 Par Value" shall be redeemed at the option of the
Company prior to August 1, 1984, directly or indirectly out of the
proceeds of or in anticipation of any refunding involving the incurring
of indebtedness or the issuance of additional shares of Preferred Stock
having an effective interest cost or dividend rate (calculated in
accordance with generally accepted financial practice) of less than
8.64% per annum. The fixed redemption price on the shares of such
series is $100 per share, plus any accrued and unpaid dividends, if
redeemed in satisfaction of the Company's Sinking Fund obligation or
optional redemption right provided below.
Subject to the provisions of Article VI of the Articles of
Incorporation, as amended, on September 15, 1985, and on September 15
in each year thereafter, so long as any of this fifteenth series of
Preferred Stock shall remain outstanding, the Company shall redeem as a
Sinking Fund obligation, 4% of the number of shares of such fifteenth
series of Preferred Stock originally issued and, in addition, the
Company may, at its option, redeem each such September 15 additional
shares of this fifteenth series of Preferred Stock in a number not
exceeding such percentage, but the right to make such optional
redemption shall not be cumulative and no such optional redemption
shall be applied in reduction of any subsequent mandatory Sinking Fund
redemption provided for above, provided that the Company shall not
declare or pay or set apart for, or make or order any dividend or other
distribution in respect of, or purchase or otherwise acquire for value
any shares of, the Common Stock of the Company, or any class of stock
as to which the Preferred Stock of the Company has priority as to
payments of dividends, unless all redemptions required to be made in
satisfaction of the Sinking Fund obligation provided above have been
made. The Company may elect to reduce its obligation in respect of the
redemption of shares so required to be redeemed as a Sinking Fund
obligation by making direct purchases in the open market or otherwise
of shares of this fifteenth series of Preferred Stock (other than
shares previously applied as a credit against the Sinking Fund
obligation) and designating such shares to be applied as a credit, in
whole-or in part, in an amount equal to the aggregate par value of the
shares so applied, against the aggregate par value of the shares
required to be redeemed in such year pursuant to the Sinking Fund
obligation.
In all cases in which redemptions of less than all outstanding
shares of this fifteenth series are to be made by the Company, the
shares to be redeemed shall be selected by lot in accordance with such
procedures as may be approved by the Board of Directors of this
Company.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium n on the shares of such
series is $8.64 per share prior to August 1, 1984, $5.00 per share on
August 1, 1984 and thereafter prior to August 1, 1989, S3.00 per share
on August 1, 1989, and thereafter prior to August 1, 19945 and $1.00
per share on August 1, 1994, and thereafter. The $8.64 Dividend
Preferred Stock--$100 Par Value has no exchange or conversion rights.
70. $11.48 Dividend Preferred Stock - $100 Par Value. 500,000
shares of authorized stock classified as Preferred Stock--$100 Par
Value as provided in Paragraph A of Article VI of the Restated Articles
of Incorporation shall constitute the sixteenth series of Preferred
Stock--$100 Par Value and are designated as "$11.48 Dividend Preferred
Stock--$100 Par Value"; the fixed dividend rate on the shares of such
series is $11.4B per share per annum and such dividends are cumulative
from December 15, 1979 (subject to the provision in Article VI E.2
regarding deemed payment prior to the date of original issue), with the
first dividend payable March 15, 1980; and the fixed redemption price
on the shares of such series, other than for redemption at par
otherwise required or permitted, is $111.48 per share if redeemed prior
to January 1, 1985; $105.00 per share if redeemed on January 1, 1985,
or thereafter and prior to January 1, 1990; $103.00 per share if
redeemed on January 1, 1990, or thereafter and prior to January 1,
1995, and $101.00 per share if redeemed on January 1, 1995, or
thereafter; provided, however, that unless all shares of Preferred
Stock of each series then outstanding are redeemed or otherwise
retired, no shares of the $11.48 Dividend Preferred Stock--$100 Par
Value shall be redeemed at the option of the Corporation prior to
January 1, 1985, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred Stock having an
effective interest cost or dividend rate (calculated in accordance with
generally accepted financial practice) of less than 11.48% per annum.
The fixed redemption price on the shares of such series is $100 per
share plus any accrued and unpaid dividends, if redeemed in
satisfaction of the Corporation's Sinking Fund obligation or optional
redemption right provided below.
Subject to the provisions of Article VI of the Restated Articles of
Incorporation, as amended, on December 15, 1986, and on December 15 in
each year thereafter, so long as any of this sixteenth series of
Preferred Stock shall remain outstanding, the Corporation shall redeem
as a Sinking Fund obligation, 4% of the number of shares of such
sixteenth series of Preferred Stock originally issued and, in addition,
the Corporation may, at its option, redeem each such December 15
additional shares of this sixteenth series of Preferred Stock in a
number not exceeding such percentage, but the right to make such
optional redemption shall not be cumulative and shall not be applied in
reduction of any subsequent mandatory Sinking Fund redemption provided
for above; provided that the Corporation shall not declare or pay or
set apart for, or make or order any dividend or other distribution in
respect of, or purchase or otherwise acquire for value any shares of,
the Common Stock of the Corporation, or any class of stock as to which
the Preferred Stock of the Corporation has priority as to payments of
dividends, unless all redemptions required to be made in satisfaction
of the Sinking Fund obligation provided above have been made. The
Corporation may elect to reduce its obligation in respect of the
redemption of shares so required to be redeemed as a Sinking Fund
obligation by making direct purchases in the open market or otherwise
of shares of this sixteenth series of Preferred Stock (other than
shares previously applied as a credit against the Sinking Fund
obligation) and designating such shares to be applied as a credit, in
whole or in part, in an amount equal to the aggregate par value of the
shares so applied, against the aggregate par value of the shares
required to be redeemed in such year pursuant to the Sinking Fund
obligation.
In all cases in which redemptions of less than all outstanding
shares of this sixteenth series are to be made by the Corporation, the
shares to be redeemed shall be selected by lot in accordance with such
procedures as may be approved by the Board of Directors of this
Corporation.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium on the shares of such
series is $11.48 per share prior to January 1, 1985; $5.00 per share on
January 1, 1985, and thereafter prior to January 1, 1990; $3.00 per
share on January 1, 1990, and thereafter prior to January 1, 1995, and
$1.00 per share on January 1, 1995, and thereafter. The $11.48 Dividend
Preferred Stock--$100 Par Value has no exchange or conversion rights.
7p. $13.64 Dividend Preferred Stock - $100 Par Value. 500,000
shares of authorized stock classified as Preferred Stock--$100 par
value as provided in Paragraph A of Article VI of the Restated Articles
of Incorporation shall constitute the seventeenth series of Preferred
Stock--$100 par value and are designated as ''$13.64 Dividend Preferred
Stock--$100 par value"; the fixed dividend rate on the shares of such
series is $13.64 per share per annum and such dividends are cumulative
from September 15, (subject to the provision in Article VI E.2
regarding deemed payment prior to the date of issue) with the first
dividend payable December 15, 1980; and the fixed redemption price on
the shares of such series, other than for redemption at par otherwise
required or permitted, is $113.64 per share if redeemed prior to
October 1, 1985; $105.00 per share if redeemed on October 1, 1985, or
thereafter and prior to October 1, 1990; $103.00 per share if redeemed
on October 1, 1990, or thereafter and prior to October 1, 1995; and
$101.00 per share if redeemed on October 1, 1995, or thereafter;
provided, however, that unless all shares of preferred stock of each
series then outstanding are redeemed or otherwise retired, no shares of
the $13.64 Dividend Preferred Stock--$100 par value shall be redeemed
at the option of the Corporation prior to October 1, 1985, directly or
indirectly out of the proceeds of or in anticipation of any refunding
involving the incurring of indebtedness or the issuance of additional
shares of preferred stock having an effective interest cost or dividend
rate (calculated in accordance with generally accepted financial
practice) of less than 13.64% per annum. The fixed redemption price on
the shares of such series is $100 per share plus any accrued and unpaid
dividends, if redeemed in satisfaction of the Corporation's Sinking
Fund obligation or optional redemption right provided below.
Subject to the provisions of Article VI of the Restated Articles of
Incorporation, as amended, on November 15, 1986, and on November 15, in
each year thereafter, so long as any of the seventeenth series of
Preferred Stock shall remain outstanding, the Corporation shall redeem
as a Sinking Fund obligation, 4% of the number of shares of such
seventeenth series of Preferred Stock originally issued and, in
addition, the Corporation may, at its option, redeem each such November
15 additional shares of this seventeenth series of Preferred Stock in a
number not exceeding such percentage, but the right to make such
optional redemption shall not be cumulative and shall not be applied in
reduction of any subsequent mandatory Sinking Fund redemption provided
for above; provided that the Corporation shall not declare or pay or
set apart for, or make or order any dividend or other distribution in
respect of, or purchase or otherwise acquire for value any shares of,
the Common Stock of the Corporation, or any class of stock as to which
the Preferred Stock of the Corporation has priority as to payments of
dividends, unless all redemptions required to be made in satisfaction
of the Sinking Fund obligation provided above have been made. The
Corporation may elect to reduce its obligation in respect of the
redemption of shares so required to be redeemed as a Sinking Fund
obligation by making direct purchases in the open market or otherwise
of shares of this seventeenth series of Preferred Stock (other than
shares previously applied as a credit against the Sinking Fund
obligation) and designating such shares to be applied as a credit, in
whole or in part, in an amount equal to the aggregate par value of the
shares so applied, against the aggregate par value of the shares
required to be redeemed in such year pursuant to the Sinking Fund
obligation.
In all cases in which redemptions of less than all outstanding
shares of this seventeenth series are to be made by the Corporation,
the shares to be redeemed shall be selected by lot in accordance with
such procedures as may be approved by the Board of Directors of this
Corporation.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium on the shares of such
series is $13.64 per share prior to October 1, 1985; $5.00 per share on
October 1, 1985, and thereafter prior to October 1, 1990; $3.00 per
share on October 1, 1990, and thereafter prior to October 1, 1995; and
$1.00 per share on October 1, 1995, and thereafter. The $13.64 Dividend
Preferred Stock--$100 par value has no exchange or conversion rights.
7q. Adjustable Rate Cumulative Preferred Stock, Series A - $100 Par
Value. 300,000 shares of authorized stock classified as Preferred Stock-
- -$100 par value as provided in Paragraph A of Article VI of the
Restated Articles of Incorporation, as amended, shall constitute the
eighteenth series of Preferred Stock--$100 par value and are designated
as Adjustable Rate Cumulative Preferred Stock, Series A--$100 par
value; the fixed dividend rate on the shares of such series for each
dividend period shall be the rate determined in accordance with the
provisions of these resolutions and such dividends are cumulative from
March 15, 1983, (subject to the provision in Article VI E.2 regarding
deemed payment prior to the date of issue) with the first and second
dividends payable September 15, 1983 and December 15, 1983, at the rate
per share (based on par value) of 11-1/2% per annum for the initial
dividend period ending September 14, 1983 and second dividend period
ending December 14, 1983, and at 0.65 of 1% above the Applicable Rate
(as hereinafter defined) from time to time in effect for each
subsequent dividend period; however, the dividend rate for any dividend
period will in no event be less than 7% per annum or greater than 13%
per annum.
Except as provided below in this paragraph, the "Applicable Rate''
for any dividend period will be the highest of the Treasury Bill Rate,
the Ten Year Constant Maturity Rate and the Twenty Year Constant
Maturity Rate (each as hereinafter defined) for such dividend period.
In the event the Corporation determines in good faith that for any
reason one or more of such rates cannot be determined for any dividend
period, then the Applicable Rate for such dividend will be the higher
of whichever of such rates can be so determined. In the event the
Corporation determines in good faith that none of such rates can be
determined for any dividend period, then the Applicable Rate in effect
for the preceding dividend period will be continued for such dividend
period.
Except as provided below in this paragraph, the ''Treasury Bill
Rate" for each dividend period will be the arithmetic average of the
two most recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate is
published during the relevant Calendar Period (as defined below)) for
three-month U.S. Treasury bills, as published weekly by the Federal
Reserve Board during the Calendar Period immediately prior to the ten
calendar days immediately preceding the March 15, June 15, September
15, or December 15, as the case may be, prior to the dividend period
for which the dividend rate on the eighteenth series of Preferred Stock
is being determined. In the event that the Federal Reserve Board does
not publish such a weekly per annum market discount rate during any
such Calendar Period, then the Treasury Bill Rate for the related
dividend period will be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published during the
relevant Calendar Period) for three-month U.S. Treasury bills, as
published weekly during such Calendar Period by any Federal Reserve
Bank or by any U.S. Government department or agency selected by the
Corporation. In the event that a per annum market discount rate for
three-month U. S. Treasury bills is not published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Treasury
Bill Rate for such dividend period will be the arithmetic average of
the two most recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate is
published during the relevant Calendar Period) for all of the U.S.
Treasury bills, then having maturities of not less than 80 nor more
than 100 days, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board does not publish such
rates, by any Federal Reserve Bank or by any U.S. Government department
or agency selected by the Corporation. In the event the Corporation
determines in good faith that for any reason no such U.S. Treasury bill
rates are published as provided above during such Calendar Period, then
the Treasury Bill Rate for such dividend period will be the arithmetic
average of the per annum market discount rates based upon the closing
bids during such Calendar Period for each of the issues of marketable
non-interest bearing U.S. Treasury securities with a maturity of not
less than 80 nor more than 100 days from the date of each such
quotation, as quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally available) to the
Corporation by at least three recognized U.S. Government securities
dealers selected by the Corporation. In the event the Corporation
determines in good faith that for any reason the Corporation cannot
determine the Treasury Bill Rate for any dividend period as provided
above in this paragraph, the Treasury Bill Rate for such dividend
period will be the arithmetic average of the per annum market discount
rates based upon the closing bids during the related Calendar Period
for each of the issues of marketable interest bearing U.S. Treasury
securities with a maturity of not less than 80 nor more than 100 days
from the date of each such quotation, as quoted daily for each business
day in New York City (or less frequently if daily quotations are not
generally available) to the Corporation by at least three recognized
U.S. Government securities dealers selected by the Corporation.
Except as provided below in this paragraph, the "Ten Year Constant
Maturity Rate'' for each dividend period will be the arithmetic average
of the two most recent weekly per annum Ten Year Average Yields (or the
one weekly per annum Ten Year Average Yield, if only one such Yield is
published during the relevant Calendar Period), as published weekly by
the Federal Reserve Board during the Calendar Period immediately prior
to the ten calendar days immediately preceding the March 15, June 15,
September 15 or December 15, as the case may be, prior to the dividend
period for which the dividend rate on the eighteenth series of
Preferred Stock is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Ten Year Average
Yield during such Calendar Period, then the Ten Year Constant Maturity
Rate for such dividend period will be the arithmetic average of the two
most recent weekly per annum Ten Year Average Yields (or the one weekly
per annum Ten Year Average Yield, if only one such Yield is published
during the relevant Calendar Period), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that a
per annum Ten Year Average Yield is not published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten Year
Constant Maturity Rate for such dividend period will be the arithmetic
average of the two most recent weekly per annum average yields to
maturity (or the one weekly average yield to maturity, if only one such
yield is published during the relevant Calendar Period) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities (as defined below)) then having
maturities of not less than eight nor more than twelve years, as
published during such Calendar Period by the Federal Reserve Board or,
if the Federal Reserve Board does not publish such yields, by any
Federal Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. In the event the Corporation determines in
good faith that for any reason the Corporation cannot determine the Ten
Year Constant Maturity Rate for any dividend period as provided above
in this paragraph, then the Ten Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the per annum average
yields to maturity based upon, the closing bids during such Calendar
Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities)
with a final maturity date not less than eight nor more than twelve
years from the date of each such quotation, as quoted daily for each
business day in New York City (or less frequently if daily quotations
are not generally available) to the Corporation by at least three
recognized U.S. Government securities dealers selected by the
Corporation.
Except as provided below in this paragraph, the "Twenty Year
Constant Maturity Rate'' for each dividend period will be the
arithmetic average of the two most recent weekly per annum Twenty Year
Average Yields (or the one weekly per annum Twenty Year Average Yield,
if only one such Yield is published during the relevant Calendar
Period), as published weekly by the Federal Reserve Board during the
Calendar Period immediately prior to the ten calendar days immediately
preceding the March 15, June 15, September 15 or December 15, ~s the
case may be, prior to the dividend period for which the dividend rate
on the eighteenth series of Preferred Stock is being determined. In the
event the Federal Reserve Board does not publish such a weekly per
annum Twenty Year Average Yield during such Calendar Period, then the
Twenty Year Constant Maturity Rate for such dividend period will be the
arithmetic average of the two most recent weekly per annum Twenty Year
Average Yields (or the one weekly per annum Twenty Year Average Yield,
if only one such Yield is published during the relevant Calendar
Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
the Corporation. In the event that a per annum Twenty Year Average
Yield is not published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U.S. Government department or agency during such
Calendar Period, then the Twenty Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the two most recent
weekly per annum average yields to maturity (or the one weekly average
yield to maturity, if only one such yield is published during the
relevant Calendar Period) for all of the actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special
Securities) then having maturities of not less than eighteen nor more
then twenty-two years, as published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board does not publish
such yields, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that the
Corporation determines in good faith that for any reason the
Corporation cannot determine the Twenty Year Constant Maturity Rate for
any dividend period as provided above in this paragraph, then the
Twenty Year Constant Maturity Rate for such dividend period will be the
arithmetic average of the per annum average yields to maturity based
upon the closing bids during such Calendar Period for each of the
issues of actively traded marketable U. S. Treasury fixed interest rate
securities (other than Special Securities) with a final maturity date
not less than eighteen nor more than twenty-two years from the date of
each quotation, as quoted daily for each business day in New York City
(or less frequently if daily quotations are not generally available) to
the Corporation by at least three recognized U.S. Government securities
dealers selected by the Corporation.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Twenty Year Constant Maturity Rate Will each be rounded to the nearest
five hundredths of a percentage point.
The fixed dividend rate per share payable for each dividend period
will be computed by dividing the dividend rate for such dividend period
(determined in accordance with these resolutions) by four and applying
such rate against the par value per share of the eighteenth series of
Preferred Stock. The dividend payable for the initial dividend period
or any period longer or shorter than a full quarterly dividend period
will be computed on the basis of a 360-day year consisting of 30-day
months.
The dividend rate with respect to each dividend period will be
calculated as promptly as practicable by the Corporation according to
the appropriate method described herein. The mathematical accuracy of
each such calculation will be confirmed in writing by independent
certified public accountants of recognized standing. The Corporation
will cause each dividend rate to be published in a newspaper of general
circulation in New York City prior to the commencement of the new
dividend period to which it applies and will cause notice of such
dividend rate to be enclosed with the dividend payment checks next
mailed to the holders of the eighteenth series of Preferred Stock.
As used herein, the term "Calendar Period" means a period of
fourteen calendar days the term "Special Securities" means securities
which can, at the option of the holder, be surrendered at face value in
payment of any Federal estate tax or which provide tax benefits to the
holder and are priced to reflect such tax benefits or which were
originally issued at a deep or substantial discount; the term "Ten Year
Average Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of ten years); and the term "Twenty Year Average
Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of twenty years).
The fixed redemption price on the shares of the eighteenth series
is $111.50 per share if redeemed prior to May 15, 1984; $109.80 per
share if redeemed from May 15, 1984 through May 14, 1985; $108.10 per
share if redeemed from May 15, 1985 through May 14, 1986; $106.40 per
share if redeemed from May 15, 1986 through May 14, 1987; $104.70 per
share if redeemed from May 15, 1987 through May 14, 1988; $103.00 per
share if redeemed from May 15, 1988 through May 14, 1993; and $100.00
per share if redeemed on May 15, 1993, or thereafter; provided,
however, that unless all shares of Preferred Stock of each series then
outstanding are redeemed or otherwise retired, no shares of the
eighteenth series of Preferred Stock shall be redeemed at the option of
the Corporation prior to May 15, 1988, directly or indirectly out of
the proceeds of or in anticipation of any refunding involving the
incurring of indebtedness or the issuance of additional shares of
Preferred Stock having an effective interest cost or dividend rate
(calculated in accordance with generally accepted financial practice)
of less than 11-1/2% per annum. The fixed redemption price on the
shares of such series is $100 per share plus any accrued and unpaid
dividends, if redeemed in satisfaction of the Corporation's Sinking
Fund obligation or pursuant to optional redemption right provided
below.
Subject to the provision of Article VI of the Restate Articles of
Incorporation, as amended, so long as any of this eighteenth series of
Preferred Stock shall remain outstanding, on September 15, 1989, and on
September 15 in each year thereafter, the Corporation shall redeem as a
Sinking Fund obligation, 4% of the number of shares of such eighteenth
series of Preferred Stock originally issued and, in addition, the
Corporation may, at its option, redeem on each such September 15
additional shares of this eighteenth series of Preferred Stock in a
number not exceeding such percentage, but the right to make such
optional redemption shall not be cumulative and shall not be applied in
reduction of any subsequent mandatory Sinking Fund redemption provided
for above; provided that the Corporation shall not declare or pay or
set apart for, or make or order any dividend or other distribution in
respect of, or purchase or otherwise acquire for value any shares of,
the Common Stock of the Corporation, or any class of stock as to which
the Preferred Stock of the Corporation has priority as to payments of
dividends, unless all redemptions required to be made in satisfaction
of the Sinking Fund obligation provided above have been made. The
Corporation may elect to reduce its obligation in respect of the
redemption of shares so required to be redeemed as a Sinking Fund
obligation by making direct purchases in the open market or otherwise
of shares of this eighteenth series of Preferred Stock (other than
shares previously applied as a credit against the Sinking Fund
obligation) and designating such shares to be applied as a credit, in
whole or in part, in an amount equal to the aggregate par value of the
shares so applied, against the aggregate par value of the shares
required to be redeemed in such year pursuant to the Sinking Fund
obligation.
In all cases in which redemptions of less than all outstanding
shares of this eighteenth series are to be made by the Corporation, the
shares to be redeemed shall be selected by lot in accordance with such
procedures as may be approved by the Board of Directors of this
Corporation.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium per share on the shares of
eighteenth series is the excess over $100 of the redemption price at
the time in effect.
The Adjustable Rate Cumulative Preferred Stock, Series A--$100 par
value has no exchange or conversion rights.
7r. Adjustable Rate Cumulative Preferred Stock, Series B - $100 Par
Value. 450,000 shares of authorized stock classified as Preferred Stock-
- -$100 par value as provided in Paragraph A of Article VI of the
Restated Articles of Incorporation, as amended, shall constitute the
nineteenth series of Preferred Stock--$100 par value and are designated
as Adjustable Rate Cumulative Preferred Stock, Series B--$100 par
value; the fixed dividend rate on the shares of such series for each
dividend period shall be the rate determined in accordance with the
provisions of these resolutions and such dividends are cumulative from
December 15, 1983, (subject to the provision in Article VI E.2
regarding deemed payment prior to the date of issue) with the first and
second dividends payable March 15, 1984 and June 15, 1984, at the rate
per share (based on par value) of 12.50% per annum for the initial
dividend period ending March 14, 1984 and second dividend period ending
June 14, 1984, and at the rate per share of .70 of 1% above the
Applicable Rate per annum (as hereinafter defined) from time to time in
effect for each subsequent dividend period; however, the dividend rate
for any dividend period will in no event be less than 7.0% per annum or
greater than 13.5% per annum.
Except as provided below in this paragraph, the ''Applicable Rate"
for any dividend period will be the highest of the Treasury Bill Rate,
the Ten Year Constant Maturity Rate and the Twenty Year Constant
Maturity Rate (each as hereinafter defined) for such dividend period.
In the event the Corporation determines in good faith that for any
reason one or more of such rates cannot be determined for any dividend
period, then the Applicable Rate for such dividend will be the higher
of whichever of such rates can be so determined. In the event the
Corporation determines in good faith that none of such rates can be
determined for any dividend period, then the Applicable Rate in effect
for the preceding dividend period will be continued for such dividend
period.
Except as provided below in this paragraph, the "Treasury Bill
Rate" for each dividend period will be the arithmetic average of the
two most recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate is
published during the relevant Calendar Period (as defined below)) for
three-month U.S. Treasury bills, as published weekly by the Federal
Reserve Board during the Calendar Period immediately prior to the ten
calendar days immediately preceding the March 15, June 15, September
15, or December 15, as the case may be, prior to the dividend period
for which the dividend rate on the nineteenth series of Preferred Stock
is being determined. In the event that the Federal Reserve Board does
not publish such a weekly per annum market discount rate during any
such Calendar Period, then the Treasury Bill Rate for the related
dividend period will be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published during the
relevant Calendar Period) for three-month U.S. Treasury Bills, as
published weekly during such Calendar Period by any Federal Reserve
Bank or by any U.S. Government department or agency selected by the
Corporation. In .the event that a per annum market discount rate for
three-month U.S. Treasury bills is not published by the Federal Reserve
Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Treasury
Bill Rate for such dividend period will be the arithmetic average of
the two most recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate is
published during the relevant Calendar Period) for all of the U.S.
Treasury bills, then having maturities of not less than 80 nor more
than 100 days, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board does not publish such
rates, by any Federal Reserve Bank or by any U.S. Government department
or agency selected by the Corporation. In the event the Corporation
determines in good faith that for any reason no such U.S. Treasury bill
rates are published as provided above during such Calendar Period, then
the Treasury Bill Rate for such dividend period will be the arithmetic
average of the per annum market discount rates based upon the closing
bids during such Calendar Period for each of the issues of marketable
non-interest bearing U.S. Treasury securities with a maturity of not
less than 80 nor more than 100 days from the date of each such
quotation, as quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally available) to the
Corporation by at least three recognized U. S. Government securities
dealers selected by the Corporation. In the event the Corporation
determines in good faith that for any reason the Corporation cannot
determine the Treasury Bill Rate for any dividend period as provided
above in this paragraph, the Treasury Bill Rate for such dividend
period will be the arithmetic average of the per annum market discount
rates based upon the closing bids during the related Calendar Period
for each of the issues of marketable interest bearing U.S. Treasury
securities with a maturity of not less than 80 nor more than 100 days
from the date of each such quotation, as quoted daily for each business
day in New York City (or less frequently if daily quotations are not
generally available) to the Corporation by at least three recognized
U.S. Government securities dealers selected by the Corporation.
Except as provided below in this paragraph, the "Ten Year Constant
Maturity Rate" for each dividend period will be the arithmetic average
of the two most recent weekly per annum Ten Year Average Yields for the
one weekly per annum Ten Year Average Yield, if only one such Yield is
published during the relevant Calendar Period), as published weekly by
the Federal Reserve Board during the Calendar Period immediately prior
to the ten calendar days immediately preceding the March 15, June 15,
September 15 or December 15, as the case may be, prior to the dividend
period for which the dividend rate on the nineteenth series of
Preferred Stock is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Ten Year Average
Yield during such Calendar Period, then the Ten Year Constant Maturity
Rate for such dividend period will be the arithmetic average of the two
most recent weekly per annum Ten Year Average Yields (or the one weekly
per annum Ten Year Average Yield, if only one such Yield is published
during the relevant Calendar Period), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that a
per annum Ten Year Average Yield is not published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten Year
Constant Maturity Rate for such dividend period will be the arithmetic
average of the two most recent weekly per annum average yields to
maturity (or the one weekly average yield to maturity, if only one such
yield is published during the relevant Calendar Period) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities (as defined below)) then having
maturities of not less than eight nor more than twelve years, as
published during such Calendar Period by the Federal Reserve Board or,
if the Federal Reserve Board does not publish such yields, by any
Federal Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. In the event the Corporation determines in
good faith that for any reason the Corporation cannot determine the Ten
Year Constant Maturity Rate for any dividend period as provided above
in this paragraph, then the Ten Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the per annum average
yields to maturity based upon the closing bids during such Calendar
Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities)
with a final maturity date not less than eight nor more than twelve
years from the date of each such quotation, as quoted daily for each
business day in New York City (or less frequently if daily quotations
are not generally available) to the Corporation by at least three
recognized U.S. Government securities dealers selected by the
Corporation.
Except as provided below in this paragraph, the "Twenty Year
Constant Maturity Rate" for each dividend period will be the arithmetic
average of the two most recent weekly per annum Twenty Year Average
Yields (or the one weekly per annum Twenty Year Average Yield, if only
one such Yield is published during the relevant Calendar Period), as
published weekly by the Federal Reserve Board during the Calendar
Period immediately prior to the ten calendar days immediately preceding
the March 15, June 15, September 15 or December 15, as the case may be,
prior to the dividend period for which the dividend rate on the
nineteenth series of Preferred Stock is being determined. In the event
the Federal Reserve Board does not publish such a weekly per annum
Twenty Year Average Yield during such Calendar Period, then the Twenty
Year Constant Maturity Rate for such dividend period will be the
arithmetic average of the two most recent weekly per annum Twenty Year
Average Yields (or the one weekly per annum Twenty Year Average Yield,
if only one such Yield is published during the relevant Calendar
Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
the Corporation. In the event that a per annum Twenty Year Average
Yield is not published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U.S. Government department or agency during such
Calendar Period, then the Twenty Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the two most recent
weekly per annum average yields to maturity (or the one weekly average
yield to maturity, if only one such yield is published during the
relevant Calendar Period) for all of the actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special
Securities) then having maturities of not less than eighteen nor more
then twenty-two years, as published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board does not publish
such yields, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that the
Corporation determines in good faith that for any reason the
Corporation cannot determine the Twenty Year Constant Maturity Rate for
any dividend period as provided above in this paragraph, then the
Twenty Year Constant Maturity Rate for such dividend period will be the
arithmetic average of the per annum average yields to maturity based
upon the closing bids during such Calendar Period for each of the
issues of actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) with a final maturity date
not less than eighteen nor more than twenty-two years from the date of
each quotation, as quoted daily for each business day in New York City
(or less frequently if daily quotations are not generally available) to
the Corporation by at least three recognized U.S. Government securities
dealers selected by the Corporation.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Twenty Year Constant Maturity Rate will each be rounded to the nearest
five hundredths of a percentage point.
The fixed dividend rate per share payable for each dividend period
will be computed by dividing the dividend rate for such dividend period
(determined in accordance with these resolutions) by four and applying
such rate against the par value per share of the nineteenth series of
Preferred Stock. The dividend payable for the initial dividend period
or any period longer or shorter than a full quarterly dividend period
will be computed on the basis of a 360 day year consisting of 30-day
months.
The dividend rate with respect to each dividend period will be
calculated as promptly as practicable by the Corporation according to
the appropriate method described herein. The mathematical accuracy of
each such calculation will be confirmed in writing by independent
certified public accountants of recognized standing. The Corporation
will cause each dividend rate to be published in a newspaper of general
circulation in New York City prior to the commencement of the new
dividend period to which it applies and will cause notice of such
dividend rate to be enclosed with the dividend payment checks next
mailed to the holders of the nineteenth series of Preferred Stock.
As used herein, the term "Calendar Period" means a period of
fourteen calendar days the term "Special Securities" means securities
which can, at the option of the holder, be surrendered at face value in
payment of any Federal estate tax or which provide tax benefits to the
holder and are priced to reflect such tax benefits or which were
originally issued at a deep or substantial discount; the term "Ten Year
Average Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of ten years); and the term "Twenty Year Average
Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of twenty years).
The fixed redemption price on the shares of the nineteenth series
is $112.50 per share if redeemed prior to March 14, 1985; $110.,50 per
share if redeemed from March 15, 1985 through March 14, 1986; $108.70
per share if redeemed from March 15, 198,5 through March 14, 1987;
$10,5.80 per share if redeemed from March 15, 1987 through March 14,
1988; $104.90 per share if redeemed from March 15, 1988 through March
14, 1989; $103.00 per share if redeemed from March 15, 1989 through
March 14, 1994; and $100.,~) per share if redeemed on March 15, 1994,
or thereafter; provided, however, that unless all shares of Preferred
Stock of each series then outstanding are redeemed or otherwise
retired, no shares of the nineteenth series of Preferred Stock shall be
redeemed at the option of the Corporation prior to March 15, 1989,
directly or indirectly out of the proceeds of or in anticipation of any
refunding involving the incurring of indebtedness or the issuance of
additional shares of Preferred Stock having an effective interest cost
or dividend rate (calculated in accordance with generally accepted
financial practice) of less than 12.50% per annum. The fixed redemption
price on the shares of such series is $100 per share plus any accrued
and unpaid dividends, if redeemed in satisfaction of the Corporation's
Sinking Fund obligation or pursuant to optional redemption right
provided below.
Subject to the provisions of Article VI of the Restated Articles of
Incorporation, as amended, so long as any of this nineteenth series of
Preferred Stock shall remain outstanding, on March 15, 1990, and on
March 15 in each year thereafter, the Corporation shall redeem as a
Sinking Fund obligation, 5 % of the number of shares of such nineteenth
series of Preferred Stock originally issued and, in addition, the
Corporation may, at its option, redeem on each such March 15 additional
shares of this nineteenth series of Preferred Stock in a number not
exceeding such percentage but the right to make such optional
redemption shall not be cumulative and shall not be applied in
reduction of any subsequent mandatory Sinking Fund redemption provided
for above; provided that the Corporation shall not declare or pay or
set apart for, or make or order any dividend or other distribution in
respect of, or purchase or otherwise acquire for value any shares of,
the Common Stock of the Corporation, or any class of stock as to which
the Preferred Stock of the Corporation has priority as to payments of
dividends, unless all redemptions required to be made in satisfaction
of the Sinking Fund obligation provided above have been made. The
Corporation may elect to reduce its obligation in respect of the
redemption of shares so required to be redeemed as a Sinking Fund
obligation by making direct purchases in the open market or otherwise
of shares of this nineteenth series of Preferred Stock (other than
shares previously applied as a credit against the Sinking Fund
obligation) and designating such shares to be applied as a credit, in
whole or in part, in an amount equal to the aggregate par value of the
shares so applied, against the aggregate par value of the shares
required to be redeemed in such year pursuant to the Sinking Fund
obligation.
In all cases in which redemptions of less than all outstanding
shares of this nineteenth series are to be made by the Corporation, the
shares to be redeemed shall be selected by lot in accordance with such
procedures as may be approved by the Board of Directors of this
Corporation.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium per share on the shares of
nineteenth series is the excess over $100 of the redemption price at
the time in effect.
The Adjustable Rate Cumulative Preferred Stock, Series B--$100 par
value has no exchange or conversion rights.
PREFERENCE STOCK.
8. Series and Limits of Variations Between Series of Preference
Stock. Subject to the provisions of this Article VI setting forth the
provisions of the established series of Preference Stock (which said
provisions, however, shall not continue effective as to any shares
which are redeemed or repurchased and restored to the status of
authorized but unissued shares of such class), the Preference Stock may
be issued in one series or divided into and issued in more than one
series from time to time as herein provided. Series shall be
established by the Board of Directors. Subject to the prior rights of
holders of Preferred Stock as set forth in this Article VI or in any
resolution of the Board of Directors providing for the issuance of any
series of Preferred Stock, the authorized number of shares of any such
series of Preference Stock, the designation of such series, the
relative rights and preferences thereof and the terms and
characteristics thereof (in those respects in which the shares of one
series may vary from the shares of other series as herein provided)
shall be fixed and determined at any time prior to the issuance thereof
by resolution or resolutions of the Board of Directors of the
Corporation. All shares of each series shall be alike in every
particular. Preference Stock of all series shall be of equal rank and
shall be identical in all respects, except in the following
particulars:
(a) The designation of such series, which may be by distinguishing
number, letter or title;
(b) The rate at which dividends are to accrue on the shares of such
series, hereinafter referred to as the "fixed dividend rate";
(c) The terms and conditions on which the shares of such series may
be redeemed and the amount payable in respect of the shares of such
series in case of the redemption thereof at the option of the
Corporation, the amount so fixed being hereinafter referred to as the
"fixed redemption price'', and the amount payable in respect of the
shares of such series in case of the redemption thereof for any sinking
fund for such series, which amounts in respect of any series may, but
need not, vary according to the time or circumstances of such action;
(d) The amount payable in respect of the shares of such series in
case of liquidation, dissolution, or winding up of the Corporation, or
reduction or decrease of its capital stock resulting in any
distribution of its assets to its Common Stockholders, the amount so
fixed being hereinafter referred to as the "fixed liquidation price'',
and the amount payable, if any, in addition to the fixed liquidation
price for each series in case such liquidation, dissolution, winding
up, reduction or decrease be voluntary, the amount so fixed being
hereinafter referred to as the ''fixed liquidation premium", which
amounts in respect of any series may, but need not, vary according to
the time or circumstances of such action;
(e) Any requirement as to any sinking fund or purchase fund for, or
the redemption, purchase or other retirement by the Corporation of, the
shares of such series;
(f) The right, if any, to convert the shares of such series into
shares of any other series of Preference Stock or into shares of Common
Stock of the Corporation and the rate or basis, time, manner, terms and
conditions of conversion or the method by which the same shall be
determined; and
(g) The voting rights, if any, of the shares of such series;
provided that the vote per share fixed for the shares of any series of
such class on such issues as to which it is given voting rights by
these Articles of Incorporation, by the resolution establishing such
series or by law may not exceed one one-hundredth of a vote per dollar
of consideration per share fixed by the Board of Directors for such
shares upon original issuance of such series which shall constitute the
stated capital value of such share.
9. Dividends on the Preference Stock. Out of the assets of the
Corporation available for dividends, subject to the prior rights of
holders of Preferred Stock as set forth in this Article VI or in any
resolution of the Board of Directors providing for the issuance of any
series of Preferred Stock, the holders of each series of Preference
Stock at the time outstanding shall be entitled to receive, if and when
declared payable by the Board of Directors, dividends in lawful money
of the United States of America at, but not exceeding, the fixed
dividend rate for the particular series, payable quarterly on March 15,
June 15, September 15 and December 15 in each year, before any
dividends (other than a dividend payable in Common Stock of the
Corporation) shall be paid upon or set apart for the Common Stock; and
such dividends on each series of Preference Stock shall be cumulative,
so that, if in any past dividend period or periods full dividends upon
each series of outstanding Preference Stock at the fixed dividend rate
or rates therefor shall not have been paid, the deficiency (without
interest) shall be paid or declared and set apart for payment before
any dividends shall be paid upon or set apart for the Common Stock.
Dividends on all shares of Preference Stock of each series shall
commence to accrue and be cumulative from the date of issue. Any
dividends declared or paid on Preference Stock in an amount less than
full cumulative dividends accrued or in arrears upon all Preference
Stock outstanding shall, if more than one series be outstanding, be
divided among the different series then outstanding in proportion to
the aggregate amounts which would be distributable to Preference Stock
of each series if full cumulative dividends were declared and paid
thereon.
10. Preference of Preference Stock on Liquidation, etc. In the
event of any liquidation, dissolution, or winding up of the
Corporation, or reduction or decrease of its capital stock resulting in
a distribution of assets to its Common Stockholders other than by way
of dividends out of the net profit or out of the surplus of the
Corporation, subject to the prior rights of holders of Preferred Stock
as set forth in this Article VI or in any resolution of the Board of
Directors providing for the issuance of any series of Preferred Stock,
the holders of Preference Stock of each series then outstanding shall
be entitled to receive, for each share thereof, the fixed liquidation
price for such series, plus in case such liquidation, dissolution,
winding up, reduction or decrease shall have been voluntary, the fixed
liquidation premium for such series, if any, together in all cases with
all dividends accrued or in arrears thereon, before any distribution of
the assets shall be made to the holders of the Common Stock; but the
holders of Preference Stock shall be entitled to no further
participation in such distribution. If upon any such liquidation,
dissolution, winding up, reduction or decrease, the assets
distributable among the holders of Preference Stock shall be
insufficient to permit the payment of the full preferential amounts
aforesaid, then the assets of the Corporation remaining after payment
of the full preferential amounts then due to holders of Preferred Stock
shall be distributed among the holders of each series of Preference
Stock then outstanding, ratably in pro portion to the full preferential
amounts to which they are respectively entitled. As used in this
Article the expression "dividends accrued or in arrears" means, in
respect of each share of Preference Stock of any series, that amount
which shall be equal to simple interest upon the stated value at an
annual rate equal to the percentage that the fixed dividend rate for
such series is of the stated value, from the date from which cumulative
dividends thereon commence to accrue to the date as of which the
computation is to be made, less the aggregate amount (without interest
thereon) of all dividends theretofore paid OF declared and set aside
for payment in respect thereof. A consolidation or merger of the
Corporation, a sale or transfer of substantially all of its assets as
an entirety, or the repurchase or redemption of Preferred Stock in
accordance with the provisions of Paragraph 4 above, or the repurchase
or redemption of Preference Stock in accordance with the provisions of
Paragraph 11 below or the purchase of Common Stock in accordance with
the provisions of Paragraph 14 below, whether or not the Preferred,
Preference or Common Stock so redeemed or repurchased shall be retired,
shall not be regarded as a ''liquidation, dissolution, or winding up of
the Corporation, or reduction or decrease of its capital stock
resulting in a distribution of assets to its Common Stockholders other
than by way of dividends out of the net profits or out of the surplus
of the Corporation's within the meaning of this Paragraph 10.
11. Redemption and Repurchase of Preference Stock. The Corporation
may, at its option expressed by vote of its Board of Directors, at any
time or from time to time, redeem the whole or any part of the
Preference Stock or of any series thereof at the fixed redemption price
for such series, together with the amount of any dividends accrued or
in arrears thereon to the date of such redemption. Notice of any
proposed redemption of any series of Preference Stock shall be given by
publication at least once in a newspaper printed in the English
language and customarily published on each business day and of general
circulation in each of the City of Beaumont, State of Texas, and the
Borough of Manhattan, City and State of New York, the publication in
each such newspaper to be at least 30 days, and not more than 60 days,
prior to the date fixed for such redemption. As a matter of courtesy,
but not a matter of right, the Corporation may mail a copy of such
notice to the holders of record of each series of Preference Stock to
be redeemed, at their respective addresses then appearing on the books
of the Corporation, to the extent that they may lawfully do so; but
neither failure to mail such copy nor any defect therein or in the
mailing thereof shall affect the validity of the proceedings for the
redemption of any shares of each series of Preference Stock so to be
redeemed. Any such redemption of any series of Preference Stock shall
be in such amount, at such places and by such method, whether by lot or
pro rata, as shall from time to time be determined by vote of its Board
of Directors. From and after the date fixed in any such notice as the
date of redemption, unless default shall be made by the Corporation in
providing funds sufficient for such redemption at or before the time
and at the place specified for the payment thereof pursuant to said
notice, all dividends on the shares called for redemption shall cease
to accrue; and from and after the date so fixed, unless default be made
as aforesaid, or from and after the date of the earlier deposit by the
Corporation in trust, with a bank or trust company having an aggregate
capital and surplus of at least $5,000,000 and doing business in the
Borough of Manhattan, City and State of New York, or in the City of
Boston, Commonwealth of Massachusetts, of funds sufficient for such
redemption (a statement of the intention so to deposit having been
included in said notice) all rights of the holders of the shares so
called for redemption as stockholders of the Corporation, except only
the right to receive, without interest, when due the redemption funds
to which they are entitled, shall cease and determine. Any funds so
deposited which shall remain unclaimed by the holders of such
Preference Stock at the end of six (6) years after the redemption date,
together with any interest thereon that shall have been allowed by the
bank or trust company with which the deposit shall have been made,
shall be paid by it to the Corporation to be held by the Corporation
for such holders. The Corporation may also from time to time repurchase
shares of its Preference Stock at not exceeding the price at which the
same may be redeemed. Shares of Preference Stock redeemed or
repurchased by the Corporation shall be restored to the status of
authorized but unissued shares of Preference Stock and may from time to
time be reissued as provided in Paragraph 8 of this Article VI.
12. Restrictions on Certain Corporate Action. So long as any shares
of any series of Preference Stock shall remain outstanding, the
Corporation shall not, without the affirmative vote of the holders of
shares of Preference Stock then outstanding having two-thirds of the
votes entitled to be cast by such class, at a meeting of Preference
Stockholders called for the purpose of approving such action (but upon
such vote, and any requisite vote at a meeting of the holders of all
classes of stock then outstanding having the privilege to vote to
authorize the Board of Directors to take such action, may):
(a) Create or authorize any additional class of stock (other
than the Preferred Stock) ranking prior to the Preference Stock in
respect to dividends or liquidation rights (other than stock
issuable upon conversion of obligations or securities, or upon the
exercise of warrants, rights or options to purchase, authorized
pursuant to (b) below);
(b) Create or authorize any obligation or security convertible
into, or any warrants, rights or options to purchase or subscribe
to, any stock referred to in (a) above ranking prior to the
Preference Stock in respect to dividends or liquidation rights; or
(c) Alter, amend or repeal the provisions hereof relative to
the Preference Stock, or any series thereof, which would change
the express terms and provisions of such stock in any manner
prejudicial to the holders thereof, including any change in the
provisions of Sections 12 and 13 of this Paragraph E of Article
VI; provided, however, that if such prejudicial change appertains
to outstanding shares of one or more, but not all, of such series,
then for the purposes of this Section 12 such change shall be
deemed to be authorized if holders of two-thirds of the shares
prejudicially affected shall vote favorably with respect thereto.
Notwithstanding anything elsewhere in this Article VI, if in
connection with the accomplishment of any matter whatever, provision is
to be made for the redemption or retirement of all of the Preference
Stock of any series at the time outstanding, nothing in this Article VI
shall be construed to confer on the holders of the Preference Stock of
such series any power or right to vote in respect of any such matter
except where, and to the extent that, a right to vote which cannot be
waived by the terms hereof is conferred by the then existing laws of
the State of Texas.
13. Voting Rights. The holders of shares of Preference Stock shall
not possess voting power for any purposes other than those for which
voting power is conferred by Paragraph 12 of this Paragraph E of
Article VI, by this Paragraph 13 or on a series thereof by the
resolution of the Board of Directors establishing such series. In
addition to the voting powers so expressly conferred upon Preference
Stock and in addition to voting rights granted to Preference Stock in
statutory proceedings as to which their vote may be mandatorily
required by the then existing laws of the State of Texas, in case at
any time the Corporation shall fail to declare and pay or set aside for
payment in full any quarterly dividend on any series of Preference
Stock and shall not on or before the sixth succeeding quarterly
dividend payment date declare and pay or set aside for payment in full
said dividend in arrears and also all dividends which shall in the
meantime have become due and payable on all of the outstanding
Preference Stock, such holders of all series of Preference Stock shall
thereupon have and continue to have, subject to the rights of the
holders of Preferred Stock, the right, voting together as a class for
such purpose by plurality vote, with each share of Preference Stock
having for purposes of the class votes provided for in this Paragraph
13, the vote per share fixed for such share pursuant to Paragraph 8(g)
above, to elect two Directors of the Corporation until all dividends
accrued and payable on the Preference Stock shall have been fully paid;
and, during the continuance of such right of the holders of all series
of Preference Stock to elect such Directors, the holders of the Common
Stock shall have, subject to the rights of the holders of Preferred
Stock, the right, voting as a class, by plurality vote, to elect the
remaining members of the Board of Directors which the holders of the
Preferred Stock and Preference Stock are not entitled to elect. The
terms of office of all persons who may be Directors of the Corporation
at any time when such right to elect such Directors shall accrue to the
holders of Preference Stock shall terminate upon the election of their
successors; and such election may be held at a special meeting of all
stockholders of the Corporation which shall be convened at any time
after the accrual of such right upon notice similar to that provided in
the Bylaws of the Corporation for calling the annual meeting of the
stockholders, at the request in writing of the holders of record of at
least 2% of the number of shares of Preference Stock then outstanding.
In default of the calling of said meeting by a proper officer of the
Corporation within five days after the making of such request, such
meeting may be called on like notice by any holder of record of
Preference Stock, for which purpose any such holder of Preference Stock
shall have the right to have access to the stock books of the
Corporation. If such special meeting be not called prior to the next
annual meeting, the holders of Preference Stock as one class for such
purpose, and the holders of the Common Stock as a second class, subject
to the rights of holders of Preferred Stock, shall elect members of the
Board of Directors as aforesaid, at such annual meeting, unless
previously thereto all such dividend defaults shall have been made
good. At all meetings of stockholders held, for the purpose of electing
Directors, during the period Preference Stockholders shall have the
right to elect two members of the Board of Directors, the holders of
shares having a majority of the votes entitled to be cast by the then
issued and outstanding Preference Stock as a class and of the Common
Stock as a class shall constitute a quorum of those classes,
respectively, for the purposes of such meetings and lack of a quorum as
to either of such classes at any such meeting shall not interfere with
the holding of such meeting and the election of Directors by the class
having a quorum present; provided that in such election the specific
Directors to be succeeded shall be designated. Upon the termination at
any time of such right of the holders of Preference Stock to elect two
members of the Board of Directors, the term of office of all Directors
elected by vote of the holders of Preference Stock as a class (or
elected to fill a vacancy which might have been so filled) shall end
upon the election and qualification of their successors; and such
election may be held at a special meeting of holders of the Common
Stock, convened on like notice at the request in writing of the holders
of record of at least 2 % of the total number of shares of the Common
Stock then outstanding, or, if such special meeting is not called prior
to the next annual meeting, at such annual meeting. In default of the
calling of said meeting by a proper officer of the Corporation within
five days after the making of such request, such meeting may be called
on like notice by any holder of record of the Common Stock of the
Corporation, for which purpose any such holder of the Common Stock
Shall have the right to have access to the stock books of the
Corporation. Whenever, by reason of the resignation, death or removal
of any Director or Directors or any increase in the number of
Directors, at any time while the holders of Preference Stock are
entitled to elect two members of the Board of Directors as aforesaid,
the number of Directors in office who have been elected by either the
holders of the Preference Stock as a class or the holders of the Common
Stock as a class shall become less than the total number subject to
election by such respective classes, the vacancy or vacancies so
resulting may be filled by plurality vote of such respective classes of
stockholders at a meeting thereof called for the purpose, or pending
such action, by the affirmative vote of a majority of the Directors at
the time in office who were elected by the vote of such class of
stockholders, although such Directors shall be less than a quorum of
the Board of Directors, at a meeting called by any such Director in the
manner provided in the Bylaws for the calling of special meetings of
the Board of Directors. During the continuance of such voting rights, a
Director elected by holders of the Preference Stock as a class or the
Common Stock as a class (or elected to fill a vacancy which might have
been so filled) shall be subject to removal by majority vote of the
Preference Stock or of the Common Stock at the time outstanding as
appropriate, at a special meeting called for the purpose, but not other
wise. A special meeting of stockholders to fill a vacancy or to remove
a Director as last above provided may be called at any time by the
holder or holders of record of shares entitled to cast at least 5% of
the votes of the class of stock entitled to vote thereat or in such
other manner as may be provided for in the Bylaws. The term of office
of any officer of the Corporation shall terminate upon the election and
qualification of his successor; and such election may be held at any
meeting of the Board of Directors following any special meeting of
stockholders held upon the accrual or termination of the voting rights
of the holders of the Preference Stock to elect two members of the
Board of Directors so that new Directors elected at any such special
meeting of stockholders shall be empowered to choose new officers of
the Corporation or any thereof in their discretion.
On all matters as to which no voting power is conferred on the
Preference Stock by this Article VI or by the resolution of the Board
of Directors establishing such series as to which a vote of the
Preference Stock is mandatorily required by the laws of the State of
Texas, the authorization of such matter by the Preference Stock may be
granted by the vote of the holders of shares of the Preference Stock
then outstanding having a majority of the votes (as fixed pursuant to
Paragraph 8(g) above) entitled to be cast by the Preference Stock.
DIFFERENT SERIES OF PREFERENCE STOCK.
13a. $4.4C Dividend Preference Stock - Without Par Value. 2,000,000
shares of authorized stock classified as Preference Stock, without par
value as provided in Paragraph A of Article VI of the Restated Articles
of Incorporation shall constitute the first series of Preference Stock,
without par value and are designated as $4.40 dividend Preference
Stock, without par value; the fixed dividend rate on the shares of such
series is $4.40 per share per annum and such dividends are cumulative
from the date of issue with the first dividend payable June 15, 1982;
and the fixed redemption price on the shares of such series, is $31.90
per share if redeemed prior to March 15,1987; $30.45 per share if
redeemed on March 15, 1987, or thereafter and prior to March 15, 1992;
$29.00 per share if redeemed on March 15, 1992 or thereafter and prior
to March 15, 1997, and $27.75 per share if redeemed on March 15, 1997,
or thereafter; provided, however, that unless all shares of preference
stock of each series then outstanding are redeemed or otherwise
retired, no shares of the $4.40 Dividend Preference Stock, without par
value shall be redeemed at the option of the Corporation prior to March
15, 1987, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred or Preference Stock
having an effective interest cost or dividend rate (calculated in
accordance with generally accepted financial practice) of less than
16.62% per annum.
The fixed liquidation price for the shares of such series is $25
per share.
The $4.40 Dividend Preference Stock, without par value has no
exchange or conversion rights.
The amount of consideration received by the Corporation for
issuance of the $4.40 Dividend Preference Stock, without par value,
that exceeds $25.00 per share (which amount shall not exceed 25 percent
of the consideration so received) shall be allocated to capital
surplus, the balance to constitute stated capital. A vote of 25/100ths
per share is hereby fixed for each share of $4.40 Dividend Preference
Stock, without par value on such matters, and only such matters as to
which the shares of such series are entitled to vote under the Restated
Articles of Incorporation.
13b. $3.85 Dividend Preference Stock - Without Par Value. 2,000,000
shares of authorized stock classified as Preference Stock, without par
value as provided in Paragraph A of Article VI of the Restated Articles
of Incorporation shall constitute the second series of Preference
Stock, without par value and are designated as $3.85 Dividend
Preference Stock, without par value; the fixed dividend rate on the
shares of such series is $3.85 per share per annum and such dividends
are cumulative from the date of issue with the first dividend payable
December 15, 1982; and the fixed redemption price on the shares of such
series, is $31.35 per share if redeemed prior to September 15, 1987;
$30.15 per share if redeemed on September 15, 1987, or thereafter and
prior to September 15, 1992; $28.95 per share if redeemed on September
15, 1992 or thereafter and prior to September 15, 1997, and $27.75 per
share if redeemed on September 15, 1997, or thereafter; provided,
however, that unless all shares of preference stock of each series then
outstanding are redeemed or otherwise retired, no shares of the $3.85
Dividend Preference Stock, without par value shall be redeemed at the
option of the Corporation prior to September 15, 1987, directly or
indirectly out of the proceeds of or in anticipation of any refunding
involving the incurring of indebtedness or the issuance of additional
shares of Preferred or Preference Stock having an effective interest
cost or dividend rate (calculated in accordance with generally accepted
financial practice) of less than 14% per annum.
The fixed liquidation price for the shares of such series is $25
per share.
The $3.85 Dividend Preference Stock, without par value has no
exchange or conversion rights.
The amount of consideration received by the Corporation for
issuance of the $3.85 Dividend Preference Stock, without par value,
that exceeds $25.00 per share (which amount shall not exceed 25 percent
of the consideration so received) shall be allocated to capital
surplus, the balance to constitute stated capital. A vote of 25/100ths
per share is hereby fixed for each share of $3.85 Dividend Preference
Stock, without par value on such matters, and only such matters as to
which the shares of such series are entitled to vote under the Restated
Articles of Incorporation.
THE COMMON STOCK.
14. Dividends on Common Stock. Dividends may be paid on the Common
Stock to the exclusion of both classes of the Preferred Stock and the
class of Preference Stock out of any assets of the Corporation
available for dividends on the Common Stock; provided, however, that so
long as any shares of either class of Preferred Stock or any shares of
the class of Preference Stock shall be outstanding, the Corporation
shall not declare or pay any dividend or make any distribution to the
holders of the Common Stock (other than a dividend payable in Common
Stock of the Corporation), or purchase or acquire or otherwise retire
for a consideration (otherwise than from the proceeds of new financing
from the issuance and sale of any shares of any class of stock of the
Corporation ranking junior to both classes of Preferred Stock and the
class of Preference Stock) any shares of its Common Stock (such a
dividend, distribution, purchase, acquisition, or retirement being
hereinafter referred to as "Common Stock Dividend"), if the aggregate
amount of all Common Stock Dividends so paid, distributed and/or
applied after May 31, 1958, would exceed in the aggregate either
(a) the net income of the Corporation available for dividends
on its Common Stock, or
(b) 75% of the net income of the Corporation available for
dividends on its Common Stock if, after giving effect thereto, the
aggregate of the following: (1) Common Capital Stock Account, (2)
Earned Surplus Account, and (3) Capital Surplus Account, is less
than 2S% of the aggregate of (a) the principal amount of then
outstanding debt, (b) Preferred Capital Stock Account (excluding
Premiums and Assessments on Capital Stock Accounts), (c)
Preference Capital Stock Account (excluding Premiums and
Assessments on Capital Stock Accounts), (d) Common Capital Stock
Account, (e) Earned Surplus Account, and (f) Capital Surplus
Account, as such Accounts were defined or prescribed by the
Federal Power Act or Regulations thereunder in effect on June 30,
1944.
Net income of the Corporation available for dividends on its Common
Stock for the purpose of this Paragraph 14 Shall mean the aggregate of
S28,262,987.53 and the sum of operating revenues and nonoperating
income--net of the Corporation from May 31, 1958 to and including the
second calendar month preceding the date (hereinafter referred to as
the "Declaration Date") on which the Directors of the Corporation
consider the declaration or making of a Common Stock Dividend, less:
(1) All proper deductions for such period for operating
expenses (including maintenance), depreciation (which shall not be
less than 15% of the total operating revenues of the Corporation
after deducting from such operating revenues the cost of purchased
power of the Corporation, less the aggregate of all expenditures
made by the Corporation for maintenance and repairs), taxes,
interest charges, and other income deductions (including amounts
charged against income for amortization of utility plant
acquisition adjustments) and such other deductions, if any, as
shall be determined in accordance with such system of accounts as
may be prescribed by governmental authorities having jurisdiction
in the premises or in the absence thereof in accordance with
recognized accounting practice applicable to companies engaged in
a business similar to that of the Corporation; and
(2) An amount equal to dividends accrued on all Preferred
Stock of the Corporation from March 15, 1958 through the current
quarterly dividend period during which the Declaration Date oc
curs; and
(3) An amount equal to dividends accrued on all Preference
Stock of the Corporation from June 15, 1980 through the current
quarterly dividend period during which the Declaration Date
occurs;
provided that in computing the amount of such net income available for
dividends no adjustment or deduction shall be made for or on account of
(i) any profits realized or losses sustained in the sale of any
investment securities, property or other capital assets, or taxes on or
in respect of any such profits, (ii) any change in the book value of or
any appreciation or depreciation in the value of any assets owned by
the Corporation for any reason whatsoever (other than depreciation on
the books or on the basis stated above, whichever is greater), or (iii)
dividends aggregating $2,511,824.66 paid on Preferred and Common Stocks
in June, 1958.
15. Distribution of Assets to the Common Stock. In the event of any
liquidation, dissolution or winding up of the Corporation, or any
reduction or decrease of its capital stock resulting in a distribution
of assets to its Common Stockholders other than by way of dividends out
of the net profits or out of the surplus of the Corporation, after
there shall have been paid to or set aside for the holders of both
classes of Preferred Stock and the holders of the class of Preference
Stock the full preferential amounts to which they are respectively enti
tled under the provisions of Paragraphs 3 and 10 of Section E of this
Article VI, the holders of the Common Stock shall be entitled to
receive, pro rata, all of the remaining assets of the Corporation
available for distribution to its stockholders. The Board of Directors,
by vote of a majority of the members thereof, may distribute in kind to
the holders of the Common Stock such remaining assets of the
Corporation or may sell, transfer or otherwise dispose of all or any of
the remaining property and assets of the Corporation to any other
corporation and receive payment therefor wholly or partly in cash
and/or in stock and/or in obligations of such corporation and may sell
all or any part of the consideration received therefor and distribute
the balance thereof in kind to the holders of the Common Stock.
16. Voting Rights of the Common Stock. Subject to the voting rights
expressly conferred upon (i) Preferred Stock by the provisions of
Paragraphs 5 and 6 of this Article VI, (ii) Preference Stock by
provisions of Paragraphs 12 and 13 of this Article VI, and (iii)
Preferred Stock--without par value pursuant to Paragraph l(g) and
Preference Stock pursuant to Paragraph 8(g), holders of the Common
Stock shall exclusively possess voting power for the election of
directors and for all other purposes. Such holders are prohibited from
cumulative voting for the election of directors so that no holder of
Common Stock shall be permitted to cumulate his votes by giving one
candidate as many votes as the number of such directors multiplied by
his shares shall equal, or by distributing such votes on the same
principle among any number of candidates.
PROVISIONS APPLICABLE TO ALL CLASSES OF STOCK.
17. Reserves. The Board of Directors shall have authority from time
to time to set apart out of any assets of the Corporation otherwise
available for dividends a reserve or reserves as working capital or for
any other proper purpose or purposes, and to reduce, abolish or add to
any such reserve or reserves from time to time as said Board may deem
to be in the interests of the Corporation; and, subject to the
provisions hereof, said Board shall likewise have power to determine in
its discretion what part of the assets of the Corporation available for
dividends in excess of such reserve or reserves shall be declared as
dividends and paid to the stockholders of the Corporation.
18. Pre-emptive Rights. No holder of any stock of the Corporation
shall be entitled as of right to purchase or subscribe for any part of
any unissued or treasury 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 of the Corporation or of bonds, certificates
of indebtedness, debentures or other securities convertible into stock
of the Corporation or carrying a right to subscribe to or acquire any
such stock, but any such unissued or treasury stock or any such
additional authorized issue of new stock or of securities convertible
into stock or carrying a right to subscribe to or acquire any such
stock, may be issued and disposed of by the Board of Directors to such
persons, firms, corporation or associations, and upon such terms as the
Board of Directors may, in its discretion, determine, without offering
to the stockholders then of record, or any class of stockholders, any
thereof, on the same terms or on any terms.
19. Votes Per Share, etc. Each holder of record of shares of any
class of stock entitled to vote at any meeting of stockholders, or of
holders of any class of stock or of one or more series thereof, shall,
as to all matters in respect of which such stock has voting power, be
entitled to one vote per share, or the vote otherwise fixed therefor
pursuant to Paragraph l(g) or 8(g) above, for each of the shares of
such stock standing in his name on the books of the Corporation at the
time of the meeting, or if a record of the stockholders shall be taken
for the purposes of such meeting, as of the time of the taking of such
record; and may cast such vote in person or by written proxy. Except as
herein otherwise expressly provided, or as may be mandatorily provided
by the laws of Texas, a quorum of any class of stock or of one or more
series thereof entitled to vote as a class at any meeting shall consist
of shares of such class or such one or more series, as the case may be,
entitled to cast a majority of the votes entitled to be cast by such
class or series, and a plurality vote of such quorum shall govern.
ARTICLE VII.
The Corporation may sell, lease or exchange all of its property and
franchises upon the consent of, and for such consideration and upon
such terms as may be approved by, two-thirds of the Board of Directors
and the holders of a majority in number of the outstanding shares
entitled to vote (or if the consent of and approval by a larger number
of such shares shall at the time be required by the laws of the State
of Texas or if other consent or approval shall at the time be required,
notwithstanding the above agreement of the stockholders of the
Corporation to the contrary, then upon such consent and approval so
required), expressed in writing or by vote of the stockholders at any
annual or special meeting called for that purpose in the manner
provided by the Bylaws of the Corporation for such meetings of
stockholders.
Upon like vote, that is, the vote specified and defined in the next
preceding paragraph of this Article VII, all, or substantially all, the
property, franchises, rights and assets of the Corporation may be sold,
conveyed, assigned and transferred as an entirety to a new company to
be organized under the laws of the United States, the State of Texas or
of any other State of the United States for the purpose of so taking
over such property, franchises, rights and assets of the Corporation,
with the same or a different authorized number of shares of stock, and
with substantially the same preferences, voting powers, restrictions
and qualifications thereof as may then attach to the classes and series
of stock of the Corporation then outstanding so far as the same shall
be consistent with such laws of the United States or of Texas or of
such other State provided that the whole or any part of such stock or
of any class thereof may be stock with a nominal or par value), the
consideration for such sale and conveyance to be the assumption by such
new company of all of the then outstanding liabilities of the
Corporation and the issuance and delivery by the new company of shares
of stock (any or all thereof either with or without nominal or par
value) of such new company of the several classes and series 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
and series then outstanding. In the event of such sale each holder of
stock of the Corporation agrees, so far as he may be so permitted by
the laws of Texas, forthwith to surrender for cancellation his
certificate or certificates for shares of stock of the Corporation,
properly endorsed, and to receive and accept in exchange therefor, as
his full and final distributive share of the proceeds of such sale and
conveyance and of the assets of the Corporation, a number of shares of
stock of the new company or the class and series corresponding to the
class and series of the shares surrendered equal in number to the
shares of stock of the Corporation so surrendered, and in such event no
holder of any of the stock of the Corporation shall have any rights or
interest in or against the Corporation except the right upon surrender
of his certificates as aforesaid, properly endorsed, to receive from
the Corporation certificates for such shares of said new company as
herein provided. Such new company may have all or any of the powers of
the Corporation, and the charter and bylaws of such new company may
contain all or any of the provisions contained in the Articles of
Incorporation and Bylaws of the Corporation.
Upon the like vote, 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 company organized
under the laws of the United States, the State of Texas, or any other
State, and to receive as the consideration therefor shares of stock of
such new company of the several classes and series 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 and series
then outstanding, such shares of said new company to have substantially
the same preferences, voting powers, restrictions and qualifications
thereof as may then attach to the classes and series of stock of the
Corporation then outstanding so far as the same shall be consistent
with such laws of the United States or of Texas, 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 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 company may direct, whether or
not it receives 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, to
receive from the Corporation certificates for shares of stock of such
new company of the class and series substantially corresponding to the
class and series of the surrendered shares equal in number to the
number of shares of stock of the Corporation so surrendered.
ARTICLE VIII
Upon the written consent or the votes of the holders of shares of
stock then outstanding which are entitled to cast a majority of the
votes entitled to be voted, notwithstanding any contrary provision
which may at the time be contained in these Articles of Incorporation,
except as otherwise expressly provided in, or by resolution pursuant
to, Article VI in respect of Preferred Stock and in respect of
Preference Stock, (1) any or every statute of the State of Texas
hereafter enacted, 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 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 the Articles of Incor
poration, and/or (2) amendments to said Articles of Incorporation,
authorized by the then existing laws of Texas, may be made.
ARTICLE IX.
The Corporation shall indemnify Directors, officers, employees, agents,
nominees and designees of the Corporation and purchase and maintain
liability insurance for them as, and to the extent permitted or
required by law and provided for by the Bylaws of the Corporation,
general or specific action of the Board of Directors, or contract.
Dated: May 3, 1984
GULF STATES UTILITIES COMPANY
By /s/NORMAN R. LEE
Norman R. Lee
President
By /s/LESLIE D. COBB
Leslie D. Cobb
Secretary
STATE OF TEXAS SS.:
COUNTY OF JEFFERSON
I, Rhonda Walker, a notary public, do hereby certify that on this
3rd day of May, 1984, personally appeared before me, Norman R. Lee, who
being by me first duly sworn, declared that he is President of Gulf
States Utilities Company, that he signed the foregoing document as
President of said Corporation, and that the statements therein
contained are true.
/s/RHONDA WALKER
Rhonda Walker
Notary Public in and for
[NOTARIAL SEAL] Jefferson County, Texas
My Commission Expires
October 22, 1985
<PAGE>
FILED
In the Office of the
Secretary of State of
Texas
April 18, 1985
CLERK II- H
CORPORATIONS SECTION
GULF STATES UTILITIES COMPANY
STATEMENT OF RESOLUTION OF BOARD OF DIRECTORS ESTABLISHING AND
DESIGNATING TWENTIETH SERIES C)F PREFERRED STOCK AS $12.92 DIVIDEND
PREFERRED STOCK - $100 PAR VALUE AND FIXING AND DETERMINING DIVIDEND
AND OTHER PREFERENCES AND RIGHTS OF SUCH SERIES
TO THE SECRETARY OF THE STATE
OF THE STATE OF TEXAS:
Gulf States Utilities Company, pursuant to the provisions of
Article 2.13 of the Texas Business Corporation Act, 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 GULF STATES UTILITIES COMPANY.
2. The following is a true and correct copy of an extract from
the Minutes of a Special Meeting of the Board of Directors of the
Corporation held on April 17, 1985, and includes a true and correct
copy of certain resolutions duly adopted thereat establishing and
designating a series of shares and fixing and determining the
relative rights and preferences thereof:
"WHEREAS, the Board of Directors of this Corporation pursuant to
authority vested in it by the Restated Articles of Incorporation, as
amended, proposes to establish 600,000 shares of this Corporation's
Preferred Stock - 5100 par value, as a twentieth series thereof and
to designate the same as $12.92 Dividend Preferred Stock - $100 par
value and to fix and determine the relative rights and preferences
thereof; and
WHEREAS, Article 2.13 of the Texas Business Corporation Act
provides, in effect, that, upon the filing by the Secretary of State
of the State of Texas of a duplicate original of a statement
pursuant to said Article 2.13 setting forth a copy of the resolution
establishing and designating a series of Preferred Stock and fixing
and determining the relative rights and preferences thereof, such
resolution shall become an amendment of the Restated Articles of
Incorporation, upon the filing by said Secretary of State of the
statement mentioned above, now therefore be it
RESOLVED, that
A. The next succeeding resolution be inserted in Article VI of
the Restated Articles of Incorporation, as amended, of this
Corporation immediately following paragraph 7r. thereof and be
numbered 7s. and bear the designation and title $12.92 Dividend
Preferred Stock - $100 par value;
B. 600,000 shares of authorized stock classified as Preferred
Stock - $100 par value as provided in Paragraph A of Article Vl of
the Restated Articles of Incorporation, as amended, shall constitute
the twentieth series of Preferred Stock - 5100 par value and are
designated as $12.92 Dividend Preferred Stock - $100 par value; the
fixed dividend rate on the shares of such series for each dividend
period is $12.92 per share per annum and such dividends are
cumulative from June 15,1985, (subject to the provision in Article
Vl E.2 regarding deemed payment prior to the date of issue) with the
first dividend payable June 15, 1985.
The fixed redemption price on the shares of the twentieth series
is $112.92 per share if redeemed prior to May 1, 1990; 5105.00 per
share if redeemed on May 1, 1990 or thereafter, and prior to May 1,
1995; 5103.00 per share if redeemed on May 1,1995 or thereafter, and
prior to May 1, 2000; and $101.00 per share if redeemed on May 1,
2000, or thereafter; provided, however, that unless all shares of
Preferred Stock of each series then outstanding are redeemed or
otherwise retired, no shares of the twentieth series of Preferred
Stock shall be redeemed at the option of the Corporation prior to
May 1, 1990, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of
indebtedness or the issuance of additional shares of Preferred Stock
having an effective interest cost or dividend rate (calculated in
accordance with generally accepted financial practice) of less than
12.92% per annum. The fixed redemption price on the shares of such
series is $100 per share plus any accrued and unpaid dividends, if
redeemed in satisfaction of the Corporation's Sinking Fund
obligation or pursuant to optional redemption right provided below.
Subject to the provisions of Article Vl of the Restated Articles
of Incorporation, as amended, so long as any of this twentieth
series of Preferred Stock shall remain outstanding, on June 15,
1991, and on June 15 in each year thereafter, the Corporation shall
redeem as a Sinking Fund obligation, 5% of the number of shares of
such twentieth series of Preferred Stock originally issued and, in
addition, the Corporation may, at its option, redeem on each such
June 15 additional shares of this twentieth series of Preferred
Stock in a number not exceeding such percentage, but the right to
make such optional redemption shall not be cumulative and shall not
be applied in reduction of any subsequent mandatory Sinking Fund
redemption provided for above; provided that the Corporation shall
not declare or pay or set apart for, or make or order any dividend
or other distribution in respect of, or purchase or otherwise
acquire for value any shares of, the Common Stock of the
Corporation, or any class of stock as to which the Preferred Stock
of the Corporation has priority as to payments of dividends, unless
all redemptions required to be made in satisfaction of the Sinking
Fund obligation provided above have been made. The Corporation may
elect to reduce its obligation in respect of the redemption of
shares so required to be redeemed as a Sinking Fund obligation by
making direct purchases in the open market or otherwise of shares of
this twentieth series of Preferred Stock (other than shares
previously applied as a credit against the Sinking Fund obligation)
and designating such shares to be applied as a credit, in whole or
in part, in an amount equal to the aggregate par value of the shares
so applied, against the aggregate par value of the shares required
to be redeemed in such year pursuant to the Sinking Fund obligation.
In all cases in which redemptions of less than all outstanding
shares of this twentieth series are to be made by the Corporation,
the shares to be redeemed shall be selected by lot in accordance
with such procedures as may be approved by the Board of Directors of
this Corporation.
The fixed liquidation price for the shares of such series is 5100
per share; and the fixed liquidation premium per share on the shares
of twentieth series is the excess over $100 of the redemption price
at the time in effect.
The $12.92 Dividend Preferred Stock - $100 par value has no
exchange or conversion rights.
C. The President or any Vice President and the Secretary or any
Assistant Secretary of this Corporation be and they hereby are
authorized to execute a statement in substantially the form
submitted to this meeting and bearing the caption "Statement of
Resolution of Board of Directors Establishing and Designating
Twentieth Series of Preferred Stock as $12.92 Dividend Preferred
Stock - $100 par value and Fixing and Determining Dividend and Other
Preferences and Rights of Such Series", and such statement, verified
by one of the officers signing the same, be delivered to the
Secretary of State of the State of Texas, pursuant to the provisions
of Article 2.13 of the Texas Business Corporation Act; and
D. The incorporation by reference of the foregoing resolutions
fixing and determining the relative rights and preferences of the
twentieth series of Preferred Stock on the face or back of
certificates representing shares issued by this Corporation is
hereby authorized."
Dated: April 17, 1985 GULF STATES UTILITIES COMPANY
By /s/NORMAN R. LEE
PRESIDENT
By /s/TIMOTHY L. MORRIS
ASSISTANT SECRETARY
STATE OF TEXAS
COUNTY OF JEFFERSON
Before me, a Notary Public, on this day personally appeared
Norman R. Lee, known to me to be the person whose name is subscribed
to the foregoing document and, being by me first duly sworn,
declared that he is the President of Gulf States Utilities Company,
that he signed the foregoing document as President of said
Corporation, and that the statements therein contained are true and
correct.
Given under my hand and seal of office this 17th day of April,
A.D., 1985.
/s/RHONDA WALKER
Rhonda Walker
Notary Public in and for
[NOTARIAL SEAL] Jefferson County, Texas
My Commission Expires
October 22, 1985
<PAGE>
FILED
In the Office of the
Secretary of State of
Texas-
January 30, 1986
CLERK II- H
CORPORATIONS SECTION
GULF STATES UTILITIES COMPANY
STATEMENT OF RESOLUTION OF BOARD OF DIRECTORS ESTABLISHING AND
DESIGNATING TWENTY-FIRST SERIES OF PREFERRED STOCK; .-AS $11.50
DIVIDEND PREFERRED STOCK-$100 PAR VALUE AND FIXING AND DETERMINING
DIVIDEND AND OTHER PREFERENCES AND RIGHTS OF SUCH SERIES
TO THE SECRETARY OF THE STATE
OF THE STATE OF TEXAS:
Gulf Stales Utilities Company, pursuant to the provisions of
Article 2.13 of the Texas Business Corporation Act, 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 GULF STATES UTILITIES COMPANY
2. The following is a true and correct copy of an extract from
the Minutes of a Special Meeting of the Board of Directors of the
Corporation held on January 29. 1986, and includes a true and
correct copy of certain resolutions duly adopted thereat
establishing and designating a series of shares and fixing and
determining the relative rights and preferences thereof:
"WHEREAS, the Board of Directors of this Corporation pursuant to
authority vested in it by the Restated Articles of Incorporation, as
amended, proposes to establish 750,000 shares of this Corporation's
Preferred Stock - $100 par value, as a twenty-firs; series thereof
and to designate the same as $11.50 Dividend Preferred Stock - 5100
par value and to fix and determine the relative rights and
preferences thereof; and
WHEREAS, Article 2.13 of the Texas Business Corporation Act
provides, in effect, that, upon the filing by ;he Secretary of State
of the State of Texas of an original and a copy of a statement
pursuant to said Article 2. i3 setting forth a copy of the
resolution establishing and designating a series of Preferred Stock
and fixing and determining the relative rights and preferences
thereof, such resolution shall become an amendment of the Restated
Articles of Incorporation, upon the filing by said Secretary of
State of the statement mentioned above, now therefore be it
RESOLVED, that
A. The next succeeding resolution be inserted in Article Vl of
the Restated Articles of Incorporation, as amended, of this
Corporation immediately following paragraph 7s. thereof and be
numbered 7t. and bear the designation and title $11.50 Dividend
Preferred Stock - $100 par value;
B. 750,000 shares of authorized stock classified as Preferred
Stock - $100 par value as provided in Paragraph A of Article VI of
the Restated Articles of Incorporation, as amended, shall constitute
the twenty-first series of Preferred Stock - $100 par value and are
designated as $11.50 Dividend Preferred Stock - $100 par value; the
fixed dividend rate on the shares of such series for each dividend
period is $l1.50 per share per annum and such dividends are
cumulative from December 15, 1985, (subject to the provision in
Article Vl E.2 regarding deemed payment prior to the date of issue)
with the first dividend payable March 15, 1986.
The fixed redemption price on the shares of the twenty-first
series is $111.50 per share if redeemed prior to February 1, 1991;
$105.00 per share if redeemed on February 1, 1991 or thereafter, and
prior to February 1, 1996; $103.00 per share if redeemed on February
1, 1996 or thereafter, and prior to February 1, ?001; and $101.00
per share if redeemed in February 1. 2001, or thereafter; provided,
however, that unless all shares of Preferred Stock of each series
then outstanding are redeemed or otherwise retired, no shares of the
twenty-first series of Preferred Stock shall be redeemed at the
option of the Corporation prior to February 1, 1991, directly or
indirectly out of the proceeds of or in anticipation of any
refunding involving the incurring of indebtedness or the issuance of
additional shares of Preferred Stock having an effective interest
cost or dividend rate (calculated in accordance with generally
accepted financial practice) of less than 11.50% per annum. The
fixed redemption price on the shares of such series is $100 per
share plus any accrued and unpaid dividends, if redeemed in
satisfaction of the Corporation's Sinking Fund obligation or
pursuant to optional redemption right provided below.
Subject to the provisions of Article VI of the Restated Articles
of Incorporation, as amended, so long as any of this twenty-first
series of Preferred Stock shall remain outstanding, on April 15,
1992, and on April 15 in each year thereafter, the Corporation shall
redeem as a Sinking Fund obligation, 5% of the number of shares of
such twenty-first series of Preferred Stock originally issued and,
in addition, the Corporation may, at its option, redeem on each such
April l5 additional shares of this twenty-first series of Preferred
Stock in a number not exceeding such percentage, but the right to
make such optional redemption shall not be cumulative and shall not
be applied in reduction of any subsequent mandatory Sinking Fund
redemption provided for above; provided that the Corporation shall
not declare or pay or set apart for, or make or order any dividend
or other distribution in respect of, or purchase or otherwise
acquire for value any shares of, the Common Stock of the
Corporation, or any class of stock as to which the Preferred Stock
of the Corporation has priority as to payments of dividends, unless
all redemptions required to be made in satisfaction of the Sinking
Fund obligation provided above have been made. The Corporation may
elect to reduce its obligation in respect of the redemption of
shares so required to be redeemed as a Sinking Fund obligation by
making direct purchases in the open market or otherwise of shares of
this twenty-first series of Preferred Stock (other than shares
previously applied as a credit against the Sinking Fund obligation)
and designating such shares to be applied as a credit, in whole or
in part, in an amount equal to the aggregate par value of the shares
so applied, against the aggregate par value of the shares required
to be redeemed in such year pursuant to the Sinking Fund obligation.
In all cases in which redemptions of less than all outstanding
shares of the twenty-first series are to be made by the Corporation,
the shares to be redeemed shall be selected by lot in accordance
with such procedures as may be approved by the Board of Directors of
this Corporation.
The fixed liquidation price for the shares of such series is $l00
per share; and the fixed liquidation premium per share on the shares
of twenty-first series is the excess over $100 of the redemption
price at the time in effect.
The $11.50 Dividend Preferred Stock - $100 par value has no
exchange or conversion rights.
C. The President or any Vice President and the Secretary or any
Assistant Secretary of this Corporation be and they hereby are
authorized to execute a statement in substantially the form
submitted to this meeting and bearing the caption "Statement of
Resolution of Board of Directors Establishing and Designating
Twenty-First Series of Preferred Stock as $11.50 Dividend Preferred
Stock - $100 par value and Fixing and Determining Dividend and Other
Preferences and Rights of Such Series", and such statement, verified
by one of the officers signing the same, be delivered to the
Secretary of State of the State of Texas, pursuant to the provisions
of Article 2.13 of the Texas Business Corporation Act; and
D. The incorporation by reference of the foregoing resolutions
fixing and determining the relative rights and preferences of the
twenty-first series of Preferred Stock on the face or back of
certificates representing shares issued by this Corporation is
hereby authorized."
Dated: January 29, 1986 GULF STATES UTILITIES COMPANY
By /s/E. LINN DRAPER, JR.
PRESIDENT
By /s/TIMOTHY L. MORRIS
ASSISTANT SECRETARY
STATE OF TEXAS
COUNTY OF JEFFERSON
Before me, a Notary Public, on this day personally appeared E.
Linn Draper, Jr., known to me to be the person whose name is
subscribed to the foregoing document and, being by me first duly
sworn, declared that he is the President of Gulf States Utilities
Company, that he signed the foregoing document as President of said
Corporation, and that the statements therein contained are true and
correct.
Given under my hand and seal of office this 29th day of January,
A.D., 1986.
/s/RHONDA WALKER
Rhonda Walker
Notary Public in and for
Jefferson County, Texas
[NOTARIAL SEAL]
My Commission Expires
October 22, 1989
<PAGE>
FILED
In the Office of the
Secretary of State of Texas
May 11, 1988
CORPORATIONS SECTION
ARTICLES OF AMENDMENT TO
THE RESTATED ARTICLES OF INCORPORATION OF
GULF STATES UTILITIES COMPANY
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned Corporation adopts the following
Articles of Amendment to its Restated Articles of Incorporation, as
amended:
ARTICLE ONE.
The name of the Corporation is GULF STATES UTILITIES COMPANY.
ARTICLE TWO.
The following amendment to the Restated Articles of
Incorporation, as amended, was adopted by the shareholders of the
Corporation on May 5, 1988. The amendment limits the liability of a
director to the Corporation and its shareholders.
The amendment adds an Article X to the Restated Articles of
Incorporation, as amended, and the full text of such Article X is as
follows:
"ARTICLE X.
A Director of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for an act or
omission in the Director's capacity as a Director, except for:
1. a breach of a Director's duty of loyalty to the Corporation or
its shareholders;
2. an act or omission not in goodfaith or that involves
intentional misconduct or a knowing violation of the law;
3. a transaction from which a Director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the Director's office;
4. an act or omission for which the liability of a Director is
expressly provided for by statute; or
5. an aa related to an unlawful stock repurchase or payment of a
dividend.
This Article shall apply with respect to any aa or omission
occurring on or after August 31, 1987. Any repeal or modification of
this Article by the shareholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on
the personal liability of a Director of the Corporation existing at
the time of such repeal or repeal or modification.
If the law of the State of Texas is amended hereafter to
authorize the further elimination or limitation of the liability of
Directors, then the liability of a Director of the Corporation
s)will automatically be eliminated or limited to the fullest extent
authorized by the law of the State of Texas, as so amended."
ARTICLE THREE.
The number of shares of the Corporation outstanding and entitled
to vote on the amendment at the time of adoption was:
Common Stock - without par value 108,055,065
ARTICLE FOUR.
The number of shares voted for and against such amendment was as
follows:
For Against
Common Stock - without par value 77,498,212 7,919,832
ARTICLE FIVE.
No exchange. reclassification, or cancellation of issued shares
was provided for in the amendment.
ARTICLE SIX.
No change in the amount of stated capital was effected by the
amendment.
Date: May 5, 1988 GULF STATES UTILITIES COMPANY
By /s/ E. LINN DRAPER, JR.
E. Linn Draper, Jr.
Chairman of the Board, President
and Chief Executive Officer
By /s/ TIMOTHY L. MORRIS
Timothy L. Morris
Assistant Secretary
STATE OF TEXAS
COUNTY OF JEFFERSON
Before me, a notary public, on this day personally appeared E.
Linn Draper, Jr., known to me to be the person whose name is
subscribed to the foregoing document and, being by me first duly
sworn, declared that he is the Chairman of the Board, President and
Chief Executive Officer of said Corporation, and that the statements
therein contained are true and correct.
Given under my hand and seal of office this 5th day of May, A.D., 1988.
/s/RHONDA WALKER
Rhonda Walker
Notary Public, State of Texas
My Commission Expires: 10-22-89
(NOTARIAL SEAL)
<PAGE>
FILED
In the Office of the
Secretary of State of Texas
May 28, 1993
CORPORATIONS SECTION
GULF STATES UTILITIES COMPANY
STATEMENT OF RESOLUTION OF BOARD OF DIRECTORS ESTABLISHING
AND DESIGNATING A SERIES OF PREFERENCE STOCK AS $1.75 DIVIDEND PREFERENCE
STOCK, WITHOUT PAR VALUE, AND FIXING
DIVIDEND AND OTHER PREFERENCES AND RIGHTS OF SUCH SERIES
TO THE SECRETARY OF STATE
OF THE STATE OF TEXAS:
Gulf States Utilities Company, pursuant to the provisions of Article 2.13
and Article 2.36B(l) of the Texas Business Corporation Act, 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 GULF STATES UTILITIES COMPANY.
2. At a regular meeting of the Board of Directors of the Corporation
on March 4,1993, the Board adopted a resolution designating an Ad Hoc Board
Committee to exercise its powers and authorities with respect to the
issuance of this preference stock, including but not limited to the exercise
of the authority of this Board vested in it in accordance with Article 2.13
and 2.36B(l) of the Texas Business Corporation Act, as amended, to amend the
Restated Articles of Incorporation of this Corporation to establish this
series of preference stock.
The following is a true and correct copy of resolutions duly adopted by
the Ad Hoc Board Committee of the Board of Directors of the Corporation on
May 27, 1993:
WHEREAS, the Ad Hoc Board Committee of the Board of Directors of this
Corporation pursuant to authority vested in it by the Board of Directors and
the Restated Articles of Incorporation, as amended, proposes to establish
6,000,000 shares of this Corporation's Preference Stock, without par value,
as a series thereof and to designate the same as $1.75 Dividend Preference
Stock, without par value and to determine the relative rights and
preferences thereof; and
WHEREAS, Article 2.13 of the Texas Business Corporation Act provides, in
effect, that, upon the filing by the Secretary of State of the State of
Texas of a statement pursuant to said Article 2.13 setting the resolution
establishing and designating a series of Preference Stock and fixing and
determining the preferences, limitation, and relative rights thereof shall
become an amendment of the Restated Articles of Incorporation,
NOW THEREFORE BE IT RESOLVED, that
A. The next succeeding resolutions be inserted in Article VI of the
Restated Articles of Incorporation of this Corporation immediately following
paragraph 13b. thereof, and be numbered 13c. and bear the title $1.75
Dividend Preference Stock, without par value;
B. 6,000,000 shares of authorized stock classified as Preference
Stock, without par value, as provided in Paragraph A of Article Vl of the
Restated Articles of Incorporation shall constitute a series of Preference
Stock, without par value, and are designated as $1.75 Dividend Preference
Stock, without par value; the fixed dividend rate on the shares of such
series is $1.75 per share per annum and such dividends are cumulative from
the date of original issue with the first dividend payable September 15,
1993; such shares are subject to mandatory redemption in full on June 15,
2000 and the fixed redemption price on the shares of such series for such
mandatory redemption, is $25.00 per share. No shares of the $1.75 Dividend
Preference Stock, without par value, may be redeemed in whole or in part
prior to the date for mandatory redemption.
The fixed liquidation-price for the shares of such series is $25 per
share.
The $1.75 Dividend Preference Stock, without par value, has no exchange
or conversion rights;
The amount of consideration received by the Corporation for issuance of
the $1.75 Dividend Preference Stock, without par value, that exceeds $25.00
per share, if any, shall be allocated to capital surplus, the balance to
constitute stated capital. A vote of 25/100ths per share is hereby fixed for
each share of $1.75 Dividend Preference Stock, without par value on such
matters, and only such matters as to which the shares of such series are
entitled to vote under the Restated Articles of Incorporation.
C. The Chairman of the Board of Directors, President or any Vice
President and the Secretary or any Assistant t Secretary are authorized to
execute a statement in substantially the form submitted to this meeting and
bearing the caption "Statement of Resolution of Board of Directors
Establishing and Designating A Series of Preference Stock as $1.75 Dividend
Preference Stock, Without Par Value, and Fixing Dividend and Other
Preferences and Rights of Such Series", and such statement executed by one
of the officers signing the same, be delivered in the form of an original
and a copy, to the Secretary of State of the State of Texas, pursuant to the
provisions of Articles 2.13 and 2.36B(l) of the Texas Business Corporation
Act; and
D. The incorporation by reference of the foregoing resolution fixing and
determining the relative rights and preferences of the $1.75 Dividend
Preference Stock on the face or back of certificates representing shares
issued by this Corporation is hereby authorized.
3. This statement does not relate to an increase or decrease in the
number of shares of any series.
4. This statement does not relate to the elimination of a series of
shares.
5. The resolutions copied in paragraph 2 above were duly adopted by
all necessary action on the part of the Corporation.
Dated: May 27, 1993 GULF STATES UTILITIES COMPANY
By /S/ JOSEPH L. DONNELLY
Joseph L. Donnelly
Chairman of the Board,
President and
Chief Executive Officer
By /S/ TIMOTHY L. MORRIS
Timothy L. Morris
Assistant Secretary
STATE OF TEXAS
COUNTY OF JEFFERSON
Before me, a Notary Public, on this day personally appearing Joseph L.
Donnelly, known to me to be the person whose name is subscribed to the
foregoing document and, being by me first duly sworn, declared that he is
the Chairman of the Board, President and Chief Executive Officer of Gulf
States Utilities Company, that he signed the foregoing document as Chairman
of the Board, President and Chief Executive Officer of said Corporation, and
that the statements therein contained are true and correct.
Given under my hand and seal of office this 27th day of May, A.D., 1993.
/S/ RHONDA WALKER
Rhonda Walker
Notary Public, State of Texas
My Commission Expires: 10-22-93
(NOTARIAL SEAL)
<PAGE>
GULF STATES UTILITIES COMPANY
Articles of Amendment Under Article 4.04 of the Tex. Bus. Corp.
Act
April 22, 1996
The undersigned corporation, pursuant to Article 4.04 of the
Tex. Bus. Corp. Act, as amended, submits the following document
and sets forth:
1.The name of the corporation is Gulf States Utilities
Company.
2. As evidenced by the attached Stockholder's Unanimous
Written Approval of Amendment, the following amendment,
effective April 22, 1996, to the Restated Articles of
Incorporation, as amended, was proposed by the Board of
Directors of Gulf States Utilities Company on April 15,
1996, was unanimously adopted by the stockholders of the
Corporation entitled to vote on the amendment on April
22, 1996, in accordance with and in the manner prescribed
by the laws of the State of Texas and the Restated
Articles of Incorporation of Gulf States Utilities
Company, as amended:
RESOLVED, That the Title and Article 1 of the Restated
Articles of Incorporation of Gulf States Utilities
Company is amended to read as follows:
"RESTATED ARTICLES OF INCORPORATION
OF
ENTERGY GULF STATES, INC."
"ARTICLE 1
The name of the Corporation is ENTERGY GULF STATES,
INC."; and further
RESOLVED, That, any additional references to "Gulf States
Utilities Company" in said Restated Articles of
Incorporation, as amended, be changed to "Entergy Gulf
States, Inc."
3.Pursuant to the Laws of the State of Texas and the
Restated Articles of Incorporation of Gulf States
Utilities Company, as amended, the holders of the
outstanding shares of common stock were the only
stockholders entitled to vote on the amendment, there
being no right to vote on the amendment by the holders of
preferred stock of Gulf States Utilities Company.
4.The number of shares of common stock of the Corporation
outstanding at the time of such adoption was 100; and the
number of shares of common stock entitled to vote thereon
was 100; the number of shares of common stock voting for
the amendment was 100; the number of shares of common
stock voting against the amendment was
-0- ; the number of shares of preferred and preference
stock of the Corporation outstanding at the time of such
adoption was 8,533,476, none of which preferred or
preference shares were entitled to vote thereon.
Dated the 22nd day of April, 1996.
GULF STATES UTILITIES COMPANY
By: /s/Michael G. Thompson
Michael G. Thompson
Senior Vice President and Secretary
By:/s/Christopher T. Screen
Christopher T. Screen
Assistant Secretary
Exhibit 3(c)
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.
<PAGE>
LOUISIANA POWER & LIGHT COMPANY
Articles of Amendment Pursuant to La. R.S. 12:32
April 22, 1996
The undersigned corporation, pursuant to La. R.S. 12:32,
submits the following document and sets forth:
1.The name of the corporation is Louisiana Power & Light
Company.
2. As evidenced by the attached Stockholder's Unanimous
Written Approval of Amendment, the following amendment,
effective April 22, 1996, to the Restated Articles of
Incorporation, as amended, was proposed by the Board of
Directors of Louisiana Power & Light Company on April 15,
1996, and was unanimously adopted by the stockholder of
Louisiana Power & Light Company entitled to vote on the
amendment on April 22, 1996, in accordance with and in
the manner prescribed by the laws of the State of
Louisiana and the Restated Articles of Incorporation of
Louisiana Power & Light Company, as amended:
RESOLVED, That the Title and Article 1 of the Restated
Articles of Incorporation of Louisiana Power & Light
Company are amended to read as follows:
"RESTATED ARTICLES OF INCORPORATION
OF
ENTERGY LOUISIANA, INC."
"Article 1
The name of this Corporation is and shall be ENTERGY
LOUISIANA, INC."; and further
RESOLVED, That any additional references to "Louisiana
Power & Light Company" in said Restated Articles of
Incorporation, as amended, be changed to "Entergy
Louisiana, Inc."
3.Pursuant to the Laws of the State of Louisiana and the
Restated Articles of Incorporation of Louisiana Power &
Light Company, as amended, the holders of the outstanding
shares of common stock was the only stockholder entitled
to vote on the amendment, there being no right to vote on
the amendment by the holders of preferred stock of
Louisiana Power & Light Company.
4.The number of shares of common stock of the Corporation
outstanding at the time of such adoption was 165,173,180;
and the number of shares of common stock entitled to vote
thereon was 165,173,180; the number of shares of common
stock voting for the amendment was 165,173,180; the
number of shares of common stock voting against the
amendment was -0- ; the number of shares of
preferred stock of the Corporation outstanding at the
time of such adoption was 5,665,370, none of which
preferred shares were entitled to vote thereon.
Dated the 22nd day of April, 1996.
LOUISIANA POWER & LIGHT COMPANY
By: /S/ Michael G. Thompson
Michael G. Thompson
Senior Vice President and Secretary
By: /s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary
Exhibit 3(d)
RESTATED ARTICLES OF INCORPORATION
OF
MISSISSIPPI POWER & LIGHT COMPANY
Pursuant to the provisions of Section 64 of the Mississippi
Business Corporation Law (Section 79-3-127, Mississippi Code of
1972, as amended), the undersigned Corporation adopts the
following Restated Articles of Incorporation:
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 produced thereby, 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 from 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 thereto 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 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 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, 1964,
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 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 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
value (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 dividend 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 issuance 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 computed) 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 hereinafter 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 anticipa
tion 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 the 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 the 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
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 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 Common Stock, voting separately as a class,
shall be entitled to elect the remaining directors of the
Corporation. 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 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 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 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 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 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
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 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' 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
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 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 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 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 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 re
quirements 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 Common 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 prior 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 annual 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 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 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
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.
(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 not
withstanding 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 qualifi
cations 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
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
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
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
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
August 1, 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 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)2,571,508 shares of preferred stock, 896,508 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) 70,000 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 1st day of August, 1994.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ J. W. Snider, Jr.
Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
January 18, 1995
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)2,501,508 shares of preferred stock, 826,508 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) 70,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)140,000 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 18th day of January, 1995.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ J. W. Snider, Jr.
Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
March 7, 1995
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)2,491,508 shares of preferred stock, 816,508 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) 27,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 70,000 shares of 9% preferred stock,
cumulative, $100 par value;
(viii)140,000 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 7th day of March, 1995.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ J. W. Snider, Jr.
Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
July 20, 1995
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)2,421,508 shares of preferred stock, 746,508 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) 27,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 140,000 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 20th day of July, 1995.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ J. W. Snider, Jr.
Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
January 19, 1996
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)2,351,508 shares of preferred stock, 676,508 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) 27,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 70,000 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 19th day of January, 1996.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ J. W. Snider, Jr.
Assistant Secretary
<PAGE>
MISSISSIPPI POWER & LIGHT COMPANY
Articles of Amendment Under Miss. Code Ann.
Section 79-4-6.31 (1989)
March 6, 1996
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, 8,666,357 of such shares being issued and
outstanding at the date hereof; and
(b)2,341,508 shares of preferred stock, 666,508 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) 17,700 shares of 12% preferred stock,
cumulative, $100 par value;
(vii) 70,000 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 6th day of March, 1996.
MISSISSIPPI POWER & LIGHT COMPANY
By: /s/ J. W. Snider, Jr.
Assistant Secretary
<PAGE>
OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P. O. Box 136, Jackson, MS 39205-0136 (601) 359-1333
Articles of Amendment
The undersigned persons, pursuant to Section 79-4-10.06 (if a
profit corporation) or Section 79-11-305 (if a nonprofit
corporation) of the Mississippi Code of 1972, hereby execute the
following document and set forth:
1. Type of Corporation
X Profit Nonprofit
2. Name of Corporation
Mississippi Power & Light Company
3. The future effective date is (Complete if applicable)
4. Set forth the text of each amendment adopted. (Attach page)
5. If an amendment for a business corporation provides for an
exchange, reclassification, or cancellation of issued
shares, set forth the provisions for implementing the
amendment if they are not contained in the amendment itself.
(Attach page)
6. The amendment(s) was (were) adopted on: 04/22/96
FOR PROFIT CORPORATION (Check the appropriate box)
Adopted by the incorporators directors without shareholder
action and shareholder action
was not required.
FOR NONPROFIT CORPORATION (Check the appropriate box)
Adopted by the incorporators board of directors without
member action and member
action was not required.
FOR PROFIT CORPORATION
7. If the amendment was approved by shareholders
(a) The designation, number of outstanding shares, number
of votes entitled to be cast by each voting group
entitled to vote separately on the amendment, and the
number of votes of each voting group indisputably
represented at the meeting were
No of No. of votes No. of votes
outstanding entitled to indisputably
Designation shares be case represented
Common Stock 8666357 8666357 8666357
(b) EITHER
(i) the total number of votes cast for and against the
amendment by each voting group entitled to vote
separately on the amendment was
Total no. of Total no. of
Voting Group votes case FOR votes case AGAINST
Common stock 8666357 0
OR
(ii) the total number of undistributed votes cast for
the amendment by each voting group was
Total no. of
Voting Group undisputed votes case FOR the plan
and the number of votes case for the amendment by each
voting group was sufficient for approval by that voting
group.
FOR NONPROFIT CORPORATION
8. If the amendment was approved by the members
(a) The designation, number of memberships outstanding,
number of votes entitled to be cast by each class
entitled to vote separately on the amendment, and the
number of votes of each class indisputably represented
at the meeting were
No. of No. of No. of votes
memberships votes entitled indisputably
Designation outstanding to be cast represented
(b) EITHER
(i) the total number of votes cast for and against the
amendment by each class entitled to vote separately on
the amendment was
Total no. of Total no. of
Voting votes cast FOR votes cast AGAINST
OR
(ii) the total number of undistributed votes cast for the
amendment by each class was
Total no. of undisputed
Voting class votes cast FOR the amendment
and the number of votes cast for the amendment by each voting
group was sufficient for approval by that voting group.
By: Signature /s/ Michael G. Thompson
Printed Name Michael G. Thompson
Title: Senior Vice President
<PAGE>
The Restated Articles of Incorporation of Mississippi Power &
Light Company, as amended, are amended, effective April 22, 1996,
by deleting the title and article FIRST in their entirety and
replacing therefor the following:
RESTATED ARTICLES OF INCORPORATION
OF
ENTERGY MISSISSIPPI, INC.
FIRST: The name of the Corporation is ENTERGY MISSISSIPPI, INC.
Any additional references to "Mississippi Power & Light
Company" in said Restated Articles of Incorporation, as amended,
are changed to "Entergy Mississippi, Inc."
Exhibit 3(e)
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 national 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 outstanding 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.
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.
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.
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.
<PAGE>
NEW ORLEANS PUBLIC SERVICE INC.
Articles of Amendment Pursuant to La. R.S. 12:32
April 22, 1996
The undersigned corporation, pursuant to La. R.S. 12:32,
submits the following document and sets forth:
1.The name of the corporation is New Orleans Public Service
Inc.
2.As evidenced by the attached Stockholder's Unanimous
Written Approval of Amendment, the following amendment,
effective April 22, 1996, to the Restatement of Articles
of Incorporation, as amended, was proposed by the Board
of Directors of New Orleans Public Service Inc. on April
15, 1996, and was unanimously adopted by the stockholder
of New Orleans Public Service, Inc. entitled to vote on
the amendment on April 22, 1996, in accordance with and
in the manner prescribed by the laws of the State of
Louisiana and the Restatement of Articles of
Incorporation of New Orleans Public Service Inc., as
amended:
RESOLVED, That the Title and Article First of the
Restatement of Articles of Incorporation of New Orleans
Public Service Inc. are amended to read as follows:
"RESTATEMENT OF ARTICLES OF INCORPORATION
OF
ENTERGY NEW ORLEANS, INC."
"FIRST: The name of the Corporation shall be
ENTERGY NEW ORLEANS, 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 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.";
and further
RESOLVED, That any additional references to "New Orleans
Public Service Inc." in said Restatement of Articles of
Incorporation, as amended, be changed to "Entergy-New
Orleans, Inc."
3.Pursuant to the Laws of the State of Louisiana and the
Restatement of Articles of Incorporation of New Orleans
Public Service Inc., as amended, the holders of the
outstanding shares of common stock were the only
stockholders entitled to vote on the amendment, there
being no right to vote on the amendment by the holders of
preferred stock of New Orleans Public Service Inc..
4.The number of shares of common stock of the Corporation
outstanding at the time of such adoption was 8,435,900;
and the number of shares of common stock entitled to vote
thereon was 8,435,900; the number of shares of common
stock voting for the amendment was 8,435,900; the number
of shares of common stock voting against the amendment
was -0- ; the number of shares of preferred
stock of the Corporation outstanding at the time of such
adoption was 197,796, none of which preferred shares were
entitled to vote thereon.
Dated the 22nd day of April, 1996.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ Michael G. Thompson
Michael G. Thompson
Senior Vice President and Secretary
By: /s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary
Exhibit 23(a)
[Letterhead of Clark, Thomas & Winters]
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, Entergy Arkansas,
Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy
Mississippi, Inc., Entergy New Orleans, Inc., and System Energy
Resources, Inc. We further consent to the incorporation by
reference in the registration statements of Entergy Gulf States,
Inc. 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
May 6, 1996
Exhibit 23(b)
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, Entergy Arkansas,
Inc., Entergy Gulf States, Inc. ("Entergy Gulf States"), Entergy
Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans,
Inc., and System Energy Resources, Inc. We further consent to
the incorporation by reference of such reference to our firm into
Entergy Gulf States' 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/ L. S. Sandlin
SANDLIN ASSOCIATES
Management Consultants
Pasco, Washington
May 6, 1996
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy's
financial statements for the quarter ended March 31, 1996 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 017
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 16,352,180
<OTHER-PROPERTY-AND-INVEST> 750,190
<TOTAL-CURRENT-ASSETS> 2,427,280
<TOTAL-DEFERRED-CHARGES> 3,719,603
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 23,249,253
<COMMON> 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,201,117
<RETAINED-EARNINGS> 2,042,902
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,203,613
233,755
550,955
<LONG-TERM-DEBT-NET> 7,637,897
<SHORT-TERM-NOTES> 322,667
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 715,568
0
<CAPITAL-LEASE-OBLIGATIONS> 285,717
<LEASES-CURRENT> 150,799
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,148,282
<TOT-CAPITALIZATION-AND-LIAB> 23,249,253
<GROSS-OPERATING-REVENUE> 1,598,992
<INCOME-TAX-EXPENSE> 62,586
<OTHER-OPERATING-EXPENSES> 1,256,589
<TOTAL-OPERATING-EXPENSES> 1,319,175
<OPERATING-INCOME-LOSS> 279,817
<OTHER-INCOME-NET> (166,256)
<INCOME-BEFORE-INTEREST-EXPEN> 113,561
<TOTAL-INTEREST-EXPENSE> 200,633
<NET-INCOME> (87,072)
0
<EARNINGS-AVAILABLE-FOR-COMM> (87,072)
<COMMON-STOCK-DIVIDENDS> 99,714
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (1,308,718)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Arkansas's financial statements for the quarter ended March 31, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 001
<NAME> ENTERGY ARKANSAS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,848,990
<OTHER-PROPERTY-AND-INVEST> 189,763
<TOTAL-CURRENT-ASSETS> 647,240
<TOTAL-DEFERRED-CHARGES> 577,008
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,263,001
<COMMON> 470
<CAPITAL-SURPLUS-PAID-IN> 590,794
<RETAINED-EARNINGS> 491,896
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,083,160
49,027
176,350
<LONG-TERM-DEBT-NET> 1,250,122
<SHORT-TERM-NOTES> 667
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 115,870
0
<CAPITAL-LEASE-OBLIGATIONS> 96,641
<LEASES-CURRENT> 54,678
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,436,486
<TOT-CAPITALIZATION-AND-LIAB> 4,263,001
<GROSS-OPERATING-REVENUE> 383,081
<INCOME-TAX-EXPENSE> 3,591
<OTHER-OPERATING-EXPENSES> 341,126
<TOTAL-OPERATING-EXPENSES> 344,717
<OPERATING-INCOME-LOSS> 38,364
<OTHER-INCOME-NET> 6,101
<INCOME-BEFORE-INTEREST-EXPEN> 44,465
<TOTAL-INTEREST-EXPENSE> 25,197
<NET-INCOME> 19,268
4,458
<EARNINGS-AVAILABLE-FOR-COMM> 14,810
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 111,783
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy Gulf
States' financial statements for the quarter ended March 31, 1996 and is
qualified in its entirety by refenence to such financial statements.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 003
<NAME> ENTERGY GULF STATES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,679,470
<OTHER-PROPERTY-AND-INVEST> 64,089
<TOTAL-CURRENT-ASSETS> 719,828
<TOTAL-DEFERRED-CHARGES> 1,053,186
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,516,573
<COMMON> 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,152,592
<RETAINED-EARNINGS> 198,228
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,464,875
83,450
136,444
<LONG-TERM-DEBT-NET> 2,141,303
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 160,425
0
<CAPITAL-LEASE-OBLIGATIONS> 105,638
<LEASES-CURRENT> 37,418
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,387,020
<TOT-CAPITALIZATION-AND-LIAB> 6,516,573
<GROSS-OPERATING-REVENUE> 456,631
<INCOME-TAX-EXPENSE> 11,983
<OTHER-OPERATING-EXPENSES> 379,573
<TOTAL-OPERATING-EXPENSES> 391,556
<OPERATING-INCOME-LOSS> 65,075
<OTHER-INCOME-NET> (170,322)
<INCOME-BEFORE-INTEREST-EXPEN> (105,247)
<TOTAL-INTEREST-EXPENSE> 47,010
<NET-INCOME> (152,257)
7,219
<EARNINGS-AVAILABLE-FOR-COMM> (159,476)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 34,765
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Louisiana's financial statements for the quarter ended March 31, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 009
<NAME> ENTERGY LOUISIANA, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,513,670
<OTHER-PROPERTY-AND-INVEST> 78,655
<TOTAL-CURRENT-ASSETS> 407,035
<TOTAL-DEFERRED-CHARGES> 398,377
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,397,737
<COMMON> 1,088,900
<CAPITAL-SURPLUS-PAID-IN> (4,880)
<RETAINED-EARNINGS> 57,564
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,141,584
92,509
160,500
<LONG-TERM-DEBT-NET> 1,389,283
<SHORT-TERM-NOTES> 47,991
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 111,258
0
<CAPITAL-LEASE-OBLIGATIONS> 35,516
<LEASES-CURRENT> 28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,391,096
<TOT-CAPITALIZATION-AND-LIAB> 4,397,737
<GROSS-OPERATING-REVENUE> 417,767
<INCOME-TAX-EXPENSE> 22,528
<OTHER-OPERATING-EXPENSES> 322,601
<TOTAL-OPERATING-EXPENSES> 345,129
<OPERATING-INCOME-LOSS> 72,638
<OTHER-INCOME-NET> 537
<INCOME-BEFORE-INTEREST-EXPEN> 73,175
<TOTAL-INTEREST-EXPENSE> 32,645
<NET-INCOME> 40,530
4,915
<EARNINGS-AVAILABLE-FOR-COMM> 35,615
<COMMON-STOCK-DIVIDENDS> 14,400
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 88,738
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy
Mississippi's financial statements for the quarter ended March 31, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 010
<NAME> ENTERGY MISSISSIPPI, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,010,883
<OTHER-PROPERTY-AND-INVEST> 11,144
<TOTAL-CURRENT-ASSETS> 260,790
<TOTAL-DEFERRED-CHARGES> 266,385
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,549,202
<COMMON> 199,326
<CAPITAL-SURPLUS-PAID-IN> (243)
<RETAINED-EARNINGS> 266,139
<TOTAL-COMMON-STOCKHOLDERS-EQ> 425,222
8,770
57,881
<LONG-TERM-DEBT-NET> 494,932
<SHORT-TERM-NOTES> 17,436
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 36,015
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 508,946
<TOT-CAPITALIZATION-AND-LIAB> 1,549,202
<GROSS-OPERATING-REVENUE> 203,902
<INCOME-TAX-EXPENSE> 6,016
<OTHER-OPERATING-EXPENSES> 173,432
<TOTAL-OPERATING-EXPENSES> 179,448
<OPERATING-INCOME-LOSS> 24,454
<OTHER-INCOME-NET> 225
<INCOME-BEFORE-INTEREST-EXPEN> 24,679
<TOTAL-INTEREST-EXPENSE> 11,755
<NET-INCOME> 12,924
1,248
<EARNINGS-AVAILABLE-FOR-COMM> 11,676
<COMMON-STOCK-DIVIDENDS> 7,700
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 29,724
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Entergy New
Orleans' financial statements for quarter ended March 31, 1996 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 011
<NAME> ENTERGY NEW ORLEANS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 290,370
<OTHER-PROPERTY-AND-INVEST> 3,259
<TOTAL-CURRENT-ASSETS> 164,921
<TOTAL-DEFERRED-CHARGES> 149,829
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 608,379
<COMMON> 33,744
<CAPITAL-SURPLUS-PAID-IN> 36,294
<RETAINED-EARNINGS> 80,155
<TOTAL-COMMON-STOCKHOLDERS-EQ> 150,193
0
19,780
<LONG-TERM-DEBT-NET> 168,839
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 42,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 227,567
<TOT-CAPITALIZATION-AND-LIAB> 608,379
<GROSS-OPERATING-REVENUE> 122,888
<INCOME-TAX-EXPENSE> 3,985
<OTHER-OPERATING-EXPENSES> 107,136
<TOTAL-OPERATING-EXPENSES> 111,121
<OPERATING-INCOME-LOSS> 11,767
<OTHER-INCOME-NET> 550
<INCOME-BEFORE-INTEREST-EXPEN> 12,317
<TOTAL-INTEREST-EXPENSE> 4,282
<NET-INCOME> 8,035
241
<EARNINGS-AVAILABLE-FOR-COMM> 7,794
<COMMON-STOCK-DIVIDENDS> 3,300
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (2,890)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from SERI's
financial statements for quarter ended March 31, 1996 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 012
<NAME> SYSTEM ENERGY RESOURCES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,630,740
<OTHER-PROPERTY-AND-INVEST> 43,770
<TOTAL-CURRENT-ASSETS> 204,122
<TOTAL-DEFERRED-CHARGES> 557,664
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,436,296
<COMMON> 789,350
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 75,151
<TOTAL-COMMON-STOCKHOLDERS-EQ> 864,501
0
0
<LONG-TERM-DEBT-NET> 1,221,152
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 250,000
0
<CAPITAL-LEASE-OBLIGATIONS> 34,033
<LEASES-CURRENT> 28,000
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,038,610
<TOT-CAPITALIZATION-AND-LIAB> 3,436,296
<GROSS-OPERATING-REVENUE> 156,424
<INCOME-TAX-EXPENSE> 20,692
<OTHER-OPERATING-EXPENSES> 73,486
<TOTAL-OPERATING-EXPENSES> 94,178
<OPERATING-INCOME-LOSS> 62,246
<OTHER-INCOME-NET> 874
<INCOME-BEFORE-INTEREST-EXPEN> 63,120
<TOTAL-INTEREST-EXPENSE> 39,590
<NET-INCOME> 23,530
0
<EARNINGS-AVAILABLE-FOR-COMM> 23,530
<COMMON-STOCK-DIVIDENDS> 23,300
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 67,667
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99(a)
Entergy Arkansas, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
March 31,
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on long-term debt $133,854 $120,317 $107,771 $101,439 $102,339 $100,175
Interest on notes payable -- 117 349 1,311 678 803
Amortization of expense and premium on debt-net(cr) 1,112 1,359 2,702 4,563 4,514 4,580
Other interest 1,303 2,308 8,769 3,501 7,806 5,594
Interest applicable to rentals 21,969 17,657 16,860 19,140 18,158 19,330
-----------------------------------------------------------
Total fixed charges, as defined 158,238 141,758 136,451 129,954 133,495 130,482
Preferred dividends, as defined (a) 31,458 32,195 30,334 23,234 27,636 27,424
-----------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $189,696 $173,953 $166,785 $153,188 $161,131 $157,906
===========================================================
Earnings as defined:
Net Income $143,451 $130,529 $205,297 $142,263 $136,666 $145,220
Add:
Provision for income taxes:
Federal & State 44,418 57,089 58,162 83,300 105,964 127,256
Deferred - net 11,048 3,490 34,748 (17,939) (28,225) (45,734)
Investment tax credit adjustment - net (1,600) (9,989) (10,573) (36,141) (5,658) (5,380)
Fixed charges as above 158,238 141,758 136,451 129,954 133,495 130,482
-----------------------------------------------------------
Total earnings, as defined $355,555 $322,877 $424,085 $301,437 $342,242 $351,844
===========================================================
Ratio of earnings to fixed charges, as defined 2.25 2.28 3.11 2.32 2.56 2.70
===========================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.87 1.86 2.54 1.97 2.12 2.23
===========================================================
- ------------------------
(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>
<TABLE>
<CAPTION>
Exhibit 99(b)
Entergy Gulf States, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
March 31,
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on long-term debt $201,335 $197,218 $172,494 $167,082 $181,994 $180,236
Interest on notes payable 27,953 21,155 19,440 20,203 810 980
Other interest 29,169 26,564 10,561 7,957 8,074 7,845
Amortization of expense and premium on debt-net(cr) 1,999 3,479 8,104 8,892 9,346 9,322
Interest applicable to rentals 24,049 23,759 23,455 21,539 16,648 16,121
----------------------------------------------------------
Total fixed charges, as defined 284,505 272,175 234,054 225,673 216,872 214,504
Preferred dividends, as defined (a) 90,146 69,617 65,299 52,210 44,651 44,760
----------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $374,651 $341,792 $299,353 $277,883 $261,523 $259,264
==========================================================
Earnings as defined:
Income (loss) from continuing operations before extraordinary items and
the cumulative effect of accounting changes $112,391 $139,413 $69,462 ($82,755) $122,919 ($32,973)
Add:
Income Taxes 48,250 55,860 58,016 (62,086) 63,244 55,781
Fixed charges as above 284,505 272,175 234,054 225,673 216,872 214,504
----------------------------------------------------------
Total earnings, as defined (b) $445,146 $467,448 $361,532 $80,832 $403,035 $237,312
==========================================================
Ratio of earnings to fixed charges, as defined 1.56 1.72 1.54 0.36 1.86 1.11
==========================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.19 1.37 1.21 0.29 1.54 0.92
==========================================================
(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, 1994, for GSU were not
adequate to cover fixed charges by $144.8 million. Earnings for
the year ended December 31, 1994, and 1996 for GSU were not
adequate to cover fixed charges and preferred dividends by $197.1
million and $22.0 million, respectively.
</TABLE>
<TABLE>
<CAPTION>
Exhibit 99(c)
Entergy Louisiana, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
March 31,
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on long-term debt $158,816 $128,672 $124,633 $124,820 $124,507 $122,719
Interest on notes payable -- 150 898 1,948 1,932 2,166
Other interest charges 5,924 5,591 5,706 4,546 5,278 5,294
Amortization of expense and premium on debt - net(cr) 3,282 7,100 5,720 5,130 5,184 5,117
Interest applicable to rentals 11,381 9,363 8,519 8,332 9,332 9,273
---------------------------------------------------------
Total fixed charges, as defined 179,403 150,876 145,476 144,776 146,233 144,569
Preferred dividends, as defined (a) 41,212 42,026 40,779 29,171 32,847 32,436
---------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $220,615 $192,902 $186,255 $173,947 $179,080 $177,005
=========================================================
Earnings as defined:
Net Income $166,572 $182,989 $188,808 $213,839 $201,537 $206,005
Add:
Provision for income taxes:
Federal and State 8,684 36,465 70,552 79,260 114,665 113,593
Deferred Federal and State - net 67,792 51,889 43,017 21,580 8,148 13,043
Investment tax credit adjustment - net 8,244 (1,317) (2,756) (37,552) (5,699) (5,688)
Fixed charges as above 179,403 150,876 145,476 144,776 146,233 144,569
---------------------------------------------------------
Total earnings, as defined $430,695 $420,902 $445,097 $421,903 $464,884 $471,522
=========================================================
Ratio of earnings to fixed charges, as defined 2.40 2.79 3.06 2.91 3.18 3.26
=========================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.95 2.18 2.39 2.43 2.60 2.66
=========================================================
- ------------------------
(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>
<TABLE>
<CAPTION>
Exhibit 99(d)
Entergy Mississippi, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
March 31,
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on long-term debt $63,628 $60,709 $52,099 $46,081 $46,241 $46,276
Interest on notes payable 953 36 7 1,348 474 660
Other interest charges 1,444 1,636 1,795 3,581 4,164 3,011
Amortization of expense and premium on debt-net(cr) 1,617 1,685 1,458 1,754 756 668
Interest applicable to rentals 574 521 1,264 1,716 2,173 2,193
------------------------------------------------------
Total fixed charges, as defined 68,216 64,587 56,623 54,480 53,808 52,808
Preferred dividends, as defined (a) 14,962 12,823 12,990 9,447 9,004 8,540
------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $83,178 $77,410 $69,613 $63,927 $62,812 $61,348
======================================================
Earnings as defined:
Net Income $63,088 $65,036 $101,743 $48,779 $68,667 $71,817
Add:
Provision for income taxes:
Federal and State (1,001) 4,463 54,418 46,884 71,651 78,417
Deferred Federal and State - net 32,491 20,430 539 (26,763) (35,224) (37,510)
Investment tax credit adjustment - net (1,634) (1,746) 1,036 (7,645) (1,550) (3,431)
Fixed charges as above 68,216 64,587 56,623 54,480 53,808 52,808
-------------------------------------------------------
Total earnings, as defined $161,160 $152,770 $214,359 $115,735 $157,352 $162,101
=======================================================
Ratio of earnings to fixed charges, as defined 2.36 2.37 3.79 2.12 2.92 3.07
=======================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 1.94 1.97 3.08 1.81 2.51 2.64
=======================================================
- ------------------------
(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>
<TABLE>
<CAPTION>
Exhibit 99(e)
Entergy New Orleans, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
March 31,
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on long-term debt $23,865 $22,934 $19,478 $16,382 $15,330 $15,088
Interest on notes payable -- -- -- 153 130 163
Other interest charges 793 1,714 1,016 1,027 1,723 1,380
Amortization of expense and premium on debt-net(cr) 565 576 598 710 619 591
Interest applicable to rentals 517 444 544 1,245 916 871
------------------------------------------------------
Total fixed charges, as defined 25,740 25,668 21,636 19,517 18,718 18,093
Preferred dividends, as defined (a) 3,582 3,214 2,952 2,071 1,964 1,775
------------------------------------------------------
Combined fixed charges and preferred dividends, as defined $29,322 $28,882 $24,588 $21,588 $20,682 $19,868
======================================================
Earnings as defined:
Net Income $74,699 $26,424 $47,709 $13,211 $34,386 $36,176
Add:
Provision for income taxes:
Federal and State 8,885 16,575 27,479 22,606 22,465 18,743
Deferred Federal and State - net 36,947 (340) 5,203 (15,674) (1,364) 3,204
Investment tax credit adjustment - net (591) (170) (744) (2,332) (634) (633)
Fixed charges as above 25,740 25,668 21,636 19,517 18,718 18,093
-------------------------------------------------------
Total earnings, as defined $145,680 $68,157 $101,283 $37,328 $73,571 $75,583
=======================================================
Ratio of earnings to fixed charges, as defined 5.66 2.66 4.68 1.91 3.93 4.18
=======================================================
Ratio of earnings to combined fixed charges and
preferred dividends, as defined 4.97 2.36 4.12 1.73 3.56 3.80
=======================================================
- ------------------------
(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>
<TABLE>
<CAPTION>
Exhibit 99(f)
System Energy Resources, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Fixed Charges
March 31,
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Fixed charges, as defined:
Interest on long-term debt $218,538 $196,618 $184,818 $162,517 $136,916 $137,455
Interest on notes payable -- -- -- 88 473 583
Amortization of expense and premium on debt-net 7,495 6,417 4,520 6,731 6,104 6,083
Interest applicable to rentals 10,007 6,265 6,790 7,546 6,475 6,956
Other interest charges 3,617 1,506 1,600 7,168 8,019 7,565
---------------------------------------------------------
Total fixed charges, as defined $239,657 $210,806 $197,728 $184,050 $157,987 $158,642
=========================================================
Earnings as defined:
Net Income $104,622 $130,141 $93,927 $5,407 $93,039 $94,005
Add:
Provision for income taxes:
Federal and State (26,848) 35,082 48,314 67,477 120,830 126,479
Deferred Federal and State - net 37,168 23,648 60,690 (27,374) (41,871) (45,267)
Investment tax credit adjustment - net 63,256 30,123 (30,452) (3,265) (3,466) (3,466)
Fixed charges as above 239,657 210,806 197,728 184,050 157,987 158,642
---------------------------------------------------------
Total earnings, as defined $417,855 $429,800 $370,207 $226,295 $326,519 $330,393
=========================================================
Ratio of earnings to fixed charges, as defined 1.74 2.04 1.87 1.23 2.07 2.08
=========================================================
</TABLE>
Exhibit 99(j)
[LETTERHEAD OF CLARK, THOMAS & WINTERS]
May 6, 1996
Entergy Gulf States, Inc.
639 Loyola Avenue
New Orleans, LA 70112
Attn: Scott Forbes
Re: SEC Form 10-Q of Entergy Gulf States, Inc. (the
"Company") for the quarter ending March 31, 1996
Dear Mr. Forbes:
Our firm has rendered to the Company two opinion letters
dated September 30, 1992 and August 8, 1994, concerning
certain issues presented in the appeal of PUCT Docket No.
7195 now pending in the Texas Third District 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 opinions set forth in the letter dated August 8,
1994 and in the September 30, 1992 letter which addressed the
recovery of $1.45 billion of abeyed construction costs.<FN1>
CLARK, THOMAS & WINTERS
A Professional Corporation
/s/ Clark, Thomas & Winters,
A Professional Corporation
_______________________________
<FN1> 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.
