<PAGE>
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 2-26983
THE PEOPLES GAS LIGHT AND COKE COMPANY
(Exact name of registrant as specified in its charter)
ILLINOIS 36-1613900
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
24TH FLOOR, 130 EAST RANDOLPH DRIVE, CHICAGO, ILLINOIS 60601-6207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 240-4000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (#229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant:
None.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, without par value, 24,817,566 shares outstanding at November
30, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
CONTENTS
Page
Item No. No.
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PART I
1. Business 3
2. Properties 7
3. Legal Proceedings 8
4. Submission of Matters to a Vote of Security Holders 8
PART II
5. Market for the Company's Common Stock and Related
Stockholder Matters 8
6. Selected Financial Data 9
7. Management's Discussion and Analysis of Results
of Operations and Financial Condition 10
8. Financial Statements and Supplementary Data 16
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 37
PART III
10. Directors and Executive Officers of the Company 38
11. Executive Compensation 40
12. Security Ownership of Certain Beneficial Owners and
Management 45
13. Certain Relationships and Related Transactions 46
PART IV
14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 47
Signatures 49
Exhibit Index 50
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<PAGE>
THE PEOPLES GAS LIGHT AND COKE COMPANY
ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED SEPTEMBER 30, 1995
PART I
ITEM 1. BUSINESS
GENERAL
The Peoples Gas Light and Coke Company (Company) is a corporation created
by a special act of the General Assembly of the State of Illinois (State),
approved February 12, 1855, as amended on February 7, 1865.
The Company, an operating public utility, is engaged primarily in the
purchase, storage, distribution, sale, and transportation of natural gas. It
has approximately 840,000 residential, commercial, and industrial retail sales
and transportation customers within the City of Chicago (City). The Company had
2,989 employees at September 30, 1995.
At September 30, 1995, the common stock of the Company and of its
affiliate, North Shore Gas Company (North Shore Gas), was wholly owned by
Peoples Energy Corporation (Peoples Energy).
COMPETITION
The Company is authorized by statute and/or certificates of public
convenience and necessity to conduct operations in the territory that it serves.
The Company holds a perpetual, non-exclusive franchise from the City.
Absent extraordinary circumstances, potential competitors are barred from
constructing competing gas distribution systems in the Company's service
territory by a judicial doctrine known as the "first in the field" doctrine. In
addition, the high cost of installing duplicate distribution facilities would
render the construction of a competing system impractical.
Competition in varying degrees exists between natural gas and other fuels
or forms of energy available to consumers in the Company's service area. The
capital cost of heating and cooling facilities in new high-rise buildings is
higher for gas than for electricity. This circumstance, combined with stagnant
high-rise construction activity, has adversely affected the ability of the
Company to attach commercial high-rise buildings.
State and federal regulators are currently evaluating ways in which the
generation and distribution of electricity may be deregulated so that end users
may purchase electricity from producers other than their local electric utility
and require such local utility to transport the electricity so purchased, a
concept commonly referred to as "retail wheeling." In the event retail wheeling
were permitted in the Company's service territory, the cost of electricity would
be expected to decline, thereby reducing the advantage of lower operating costs
that natural gas currently enjoys over electricity.
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<PAGE>
A substantial portion of the gas that the Company delivers to its customers
consists of gas that the Company's customers purchase directly from producers
and marketers rather than from the Company. The direct customer purchases have
no effect on net income because the Company provides transportation service for
such gas volumes and recovers margins similar to those applicable to
conventional gas sales.
A pipeline may seek to provide transportation service directly to end-
users. Such direct service by a pipeline to an end-user would bypass the local
distributor's service and reduce the distributor's earnings. However, none of
the Company's pipeline suppliers has undertaken any service bypassing the
Company. The Company has a bypass rate approved by the Illinois Commerce
Commission (Commission) which allows the Company to renegotiate rates with
customers that are potential bypass candidates.
SALES AND RATES
The Company sells natural gas having an average heating value of
approximately 1,000 British thermal units (Btu's) per cubic foot.* Sales are
made and service rendered by the Company pursuant to a rate schedule on file
with the Commission containing various service classifications largely
reflecting customers' different uses and levels of consumption. The Gas Charge
is determined in accordance with the provisions in Rider 2, Gas Charge and
Refund Adjustments, to recover the costs incurred by the Company to purchase,
transport, manufacture, and store gas supplies. The level of the Gas Charge
under the Company's rate schedule is adjusted monthly to reflect increases or
decreases in natural gas supplier charges, purchased storage service costs,
transportation charges, and liquefied petroleum gas costs. In addition, under
the tariffs of the Company, the difference for any fiscal year between costs
recoverable through the Gas Charge and the revenues billed to customers under
the Gas Charge is refunded or recovered over a 12-month billing cycle beginning
the following January 1. Consistent with these tariff provisions, such
difference for any month is recorded either as a current liability or a current
asset (with a contra entry to Gas Costs), and the fiscal year-end balance is
amortized over the 12-month period beginning the following January 1. The
Company also has been recovering, through its rates, pipeline charges billed for
transition costs resulting from the implementation of Federal Energy Regulatory
Commission (FERC) Order No. 636. (See Notes 1J, 2A, and 2B of the Notes to
Consolidated Financial Statements.)
The business of the Company is influenced by seasonal weather conditions
because a large element of the Company's customer load consists of space
heating. Weather-related deliveries can, therefore, have a significant positive
or negative impact on net income. (For discussion of the effect of the seasonal
nature of gas sales on cash flow, see Liquidity in Item 7.)
The basic marketing plan of the Company is to maintain its existing share
in all market segments and develop opportunities emerging from changes in the
utility environment and technological equipment advances for new, expanded, or
current natural gas applications, including cogeneration, prime movers, natural
gas-fueled vehicles, and natural gas space conditioning.
STATE LEGISLATION AND REGULATION
The Company is subject to the jurisdiction of and regulation by the
Commission, which has general supervisory and regulatory powers over practically
all phases of the public utility business in Illinois, including rates and
charges, issuance of securities, services and facilities, systems of accounts,
investments, safety standards, transactions with affiliated interests, as
defined in the Illinois Public Utilities Act, and other matters.
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* All volumes of natural gas set forth in this report are stated on a 1,000 Btu
(per cubic foot) billing basis.
(100 cubic feet = 1 therm; 10 therms = 1 Dekatherm)
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<PAGE>
In 1992, the Commission issued an order in its consolidated proceedings,
initiated in 1991, regarding the appropriate ratemaking treatment of
environmental costs relating to past manufactured gas operations incurred by
Illinois utilities, including the Company and North Shore Gas. In its order,
the Commission approved rate recovery of such environmental costs but required
that the recovery occur over a five-year period without recovery of carrying
charges on unrecovered balances. The part of the Commission's order that
disallowed recovery of carrying charges on unrecovered balances has been
reversed on appeal by the Illinois Supreme Court, which has remanded the case to
the Commission. (See Note 2A of the Notes to Consolidated Financial Statements.
Also see Note 15 "Events (Unaudited) Subsequent to the Auditors' Report Dated
November 1, 1995.")
On September 15, 1993, the Commission entered an order initiating an
investigation into the appropriate means of recovery by Illinois gas utilities
of pipeline charges for FERC Order No. 636 transition costs. The Illinois
Appellate Court affirmed the Commission's order on rehearing on September 21,
1995. (See Notes 1J, 2A, and 2B of the Notes to Consolidated Financial
Statements.)
The Company filed proposed changes in rates with the Commission in December
1994. (See Note 2A of Notes to Consolidated Financial Statements. Also see
Note 15 "Events (Unaudited) Subsequent to the Auditors' Report Dated November 1,
1995.")
On September 29, 1995, the Company filed a petition with the Commission for
approval of a performance-based rate program for gas costs. (See Liquidity -
Regulatory Actions in Item 7.)
FEDERAL LEGISLATION AND REGULATION
By Order entered on December 6, 1968 (Holding Company Act Release No.
16233), the Securities and Exchange Commission, pursuant to Section 3(a)(1) of
the Public Utility Holding Company Act of 1935 (Act), exempted Peoples Energy
and its subsidiary companies as such (including the Company) from the provisions
of the Act, other than Section 9(a)(2) thereof.
Most of the gas distributed by the Company is transported to the Company's
distribution system by interstate pipelines. In their provision of gas sales
services (gathering, transportation and storage services, and gas supply)
pipelines are regulated by the FERC under the Natural Gas Act (NGA) and the
Natural Gas Policy Act of 1978 (NGPA). (See "Sales and Rates" and "Current Gas
Supply" in Item 1.)
The Company is subject to federal and state environmental laws. The
Company is conducting environmental investigations and work at certain sites
that were the location of former manufactured gas plant operations. (See Note 3
of the Notes to Consolidated Financial Statements.)
In 1992, the FERC issued Order No. 636 and successor orders that required
substantial restructuring of the service obligations of interstate pipelines.
(See Notes 1J, 2A, and 2B of the Notes to Consolidated Financial Statements.)
ENVIRONMENTAL MATTERS
See Note 3 of the Notes to Consolidated Financial Statements.
CURRENT GAS SUPPLY
The Company has entered into various long-term and short-term firm gas
supply contracts. When used in conjunction with contract storage and company-
owned storage and peak-shaving facilities, such supply is deemed sufficient to
meet current and foreseeable peak and annual market requirements.
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<PAGE>
Although the Company believes North American supply to be sufficient to
meet U.S. market demands for the foreseeable future, it is unable to quantify or
otherwise make specific representations regarding national supply availability.
The following tabulation shows the expected design peak-day availability of
gas in thousands of dekatherms (MDth) during the 1995-96 heating season for the
Company:
<TABLE>
<CAPTION>
Design Peak-Day Year of
Availability Contract
Source (MDth) Expiration
-------------- ---------------- -------------
<S> <C> <C>
Firm direct purchases (1) 704 1996-2000
Liquefied petroleum 40
Storage gas
Leased (2) 563 1998-2000
Peoples - Manlove (3) 1,017
Customer-owned (4) 170
-----
Total expected design
peak-day availability 2,494
-----
-----
</TABLE>
(1) Consists of firm gas purchases from non-pipeline suppliers delivered
utilizing firm pipeline transportation. The majority of the gas purchase
contracts are negotiated annually. The term of the transportation
contracts varies with the longest term being 5 years.
(2) Consists of leased storage services required to meet design day
requirements with contract length varying from 3 to 5 year terms.
(3) Manlove Field, the Company's underground storage facility located near
Champaign, Illinois, has a seasonal top-gas capacity (excluding volumes
required to support late-season peaking requirements) of approximately
33,000 MDth, of which approximately 1,914 MDth is dedicated to North Shore
Gas. The Company also owns a liquefied natural gas (LNG) plant at Manlove
Field for the primary purpose of supporting late-season deliverability from
the storage facility. The LNG plant has a storage capacity of 2,000 MDth
and is capable of regasifying 300 MDth of gas per day. For the 1995-96
heating season, Manlove Field complex will have a maximum design peak-day
delivery capability of approximately 1,080 MDth (including 63 MDth for the
use of North Shore Gas).
(4) Consists of gas supplies purchased directly from producers and marketers by
the Company's commercial, industrial, and larger residential customers.
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<PAGE>
The sources of gas supply (including gas transported for customers) in
thousands of dekatherms (MDth) for the Company for the three fiscal years ended
September 30, 1995, 1994, and 1993, were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Source:
Natural Gas Pipeline Co. (a) -- 14,378 63,996
Midwestern Gas Transmission Company (b) -- -- 7,217
Other suppliers (c) 104,932 134,104 76,006
Synthetic natural gas (d) 7,622 8,350 9,723
Liquefied petroleum gas produced 14 30 14
Customer-owned gas - received 93,225 91,187 91,046
Underground storage - net 26,896 (2,196) (1,762)
Company use, franchise requirements,
and unaccounted-for gas (3,733) (4,261) (4,772)
-------- -------- --------
Total (e) 228,956 241,592 241,468
-------- -------- --------
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</TABLE>
(a) The DMQ-1 supply contract terminated on November 30, 1993.
(b) The CD-1 supply contract terminated on August 31, 1993.
(c) The Company purchases significant quantities of gas directly from various
suppliers. Commencing December 1, 1993, Natural unbundled its rates and
all purchases are from non-pipeline suppliers.
(d) The SNG facility terminated production during fiscal 1995. (See Results of
Operations - Other Matters - SNG Plant Closing in Item 7.)
(e) See "Gas Sold and Transported" in Item 6.
SYNTHETIC NATURAL GAS SUPPLY
The Company owned and operated an SNG plant, the McDowell Energy Center,
located near Joliet, Illinois that used refinery fuel gas and a variety of
natural gas liquids, including ethane, naphtha, natural gasoline, normal butane,
propane, and ethane/propane mix as feedstock for the production of SNG. The SNG
facility terminated production in fiscal 1995. (See Results of Operations -
Other Matters - SNG Plant Closing in Item 7.)
ITEM 2. PROPERTIES
All of the principal plants and properties of the Company have been
maintained in the ordinary course of business and are believed to be in
satisfactory operating condition. The following is a brief description of the
principal plants and operating units of the Company.
The distribution system of the Company, at September 30, 1995, consisted of
approximately 4,000 miles of distribution mains and necessary pressure
regulators, approximately 495,000 services (pipe connecting the mains with
piping on the customers' premises), and approximately 888,000 meters installed
on customers' premises. The Company has liquefied petroleum gasification and
storage facilities. In addition, it owns and has a substantial investment in
office and service buildings, garages, repair shops, and motor vehicles,
together with the equipment, tools, and fixtures necessary to conduct utility
business. (See also Results of Operations - Other Matters - SNG Plant Closing
in Item 7.)
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<PAGE>
The Company's SNG plant mentioned in Item 1 had a design peak-day
production capability of 170 MDth of gas. The plant included feedstock
pipelines, structures, and equipment to transport, store, and process the
feedstock into pipeline-quality gas and to deliver the gas into the Company's
transmission system.
The Company has gas storage easements covering approximately 32,000 acres
located at Manlove Field near Champaign, Illinois, overlying an aquifer-type
underground natural gas storage reservoir at Manlove Field, together with wells,
pipes, compressors, dehydration, metering, and other equipment required to
operate the facility. At September 30, 1995, the Company had approximately
128,000 MDth of gas stored in the reservoir, of which approximately 94,000 MDth
was cushion gas. (Cushion gas is gas injected into the storage reservoir to
hold back surrounding or underlying water and to provide the pressure necessary
to make the wells deliver inventory gas at desired levels.)
Also located at Manlove Field is an LNG plant, which has a storage capacity
of 2,000 MDth and is capable of regasifying 300 MDth of gas per day. Such gas,
together with the gas withdrawn from the Manlove Field reservoir, and the gas
transmitted by Trunkline Gas Company, is carried to Chicago in Company-owned
transmission mains totaling 254 miles.
Most of the principal plants and properties of the Company, other than
mains, services, meters, and regulators, are located on property owned in fee.
Substantially all gas mains are located in public streets and alleys. A small
portion of the distribution facilities is located on private property under
easement grants. Meters and house regulators in use and a portion of services
are located on premises being served. Certain SNG facilities, certain storage
wells and other facilities of the Manlove Field storage reservoir, and certain
portions of the transmission system are located on land held pursuant to leases,
easements, or permits. Such land rights, as well as the gas storage easements
for the reservoir, have been obtained from the apparent record owners of the
land involved, in some cases without joinder of all such owners, and all such
leases, easements, and permits may be subject to mortgages or other liens to
which the Company is not a party.
Substantially all of the physical properties now owned or hereafter
acquired by the Company are subject to (a) the first-mortgage lien of the
Company's mortgage to First Trust of Illinois, National Association, as Trustee,
to secure the principal amount of the Company's outstanding first and refunding
mortgage bonds and (b) in certain cases, other exceptions and defects that do
not interfere with the use of the property.
ITEM 3. LEGAL PROCEEDINGS
See Notes 2, 3, and 4 of the Notes to Consolidated Financial Statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Company is a wholly owned subsidiary of Peoples Energy.
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<PAGE>
ITEM 6. SELECTED FINANCIAL DATA (a)
<TABLE>
<CAPTION>
For fiscal years ended September 30, 1995 1994 1993 1992 1991
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<S> <C> <C> <C> <C> <C>
OPERATING RESULTS (thousands)
Operating Revenues:
Residential $ 648,762 $ 820,383 $ 807,674 $ 684,004 $ 695,795
Commercial 101,436 139,078 135,838 115,026 125,836
Industrial 20,807 35,587 36,193 30,985 37,332
Transportation of customer-owned gas (b) 109,626 98,943 106,198 122,326 103,778
Other 18,312 17,181 15,517 14,366 12,880
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Total Operating Revenues $ 898,943 $ 1,111,172 $ 1,101,420 $ 966,707 $ 975,621
Less -- Gas costs 387,675 566,903 555,256 463,221 490,045
-- Revenue taxes 100,562 121,773 121,051 109,053 109,854
- -----------------------------------------------------------------------------------------------------------------------------
Net Operating Revenues $ 410,706 $ 422,496 $ 425,113 $ 394,433 $ 375,722
Net income applicable to common stock $ 53,666 $ 63,825 $ 63,637 $ 57,728 $ 60,220
Dividends declared on common stock $ 56,833 $ 55,343 $ 55,095 $ 10,175 $ 54,102
- -----------------------------------------------------------------------------------------------------------------------------
ASSETS AT YEAR-END (thousands)
Property, plant and equipment $ 1,815,407 $ 1,760,004 $ 1,702,401 $ 1,616,046 $ 1,543,439
Less -- Accumulated depreciation 628,258 596,808 557,855 529,540 499,689
- -----------------------------------------------------------------------------------------------------------------------------
Net Property, Plant and Equipment $ 1,187,149 $ 1,163,196 $ 1,144,546 $ 1,086,506 $ 1,043,750
Total assets $ 1,561,481 $ 1,548,792 $ 1,506,107 $ 1,380,201 $ 1,345,718
Capital expenditures -- construction $ 81,081 $ 74,623 $ 108,863 $ 92,052 $ 83,342
- -----------------------------------------------------------------------------------------------------------------------------
CAPITALIZATION AT YEAR-END (thousands)
Common equity $ 528,308 $ 531,475 $ 522,993 $ 514,865 $ 467,312
Preferred stock -- -- -- 12,850 16,750
Long-term debt 549,150 549,150 447,150 433,500 436,350
- -----------------------------------------------------------------------------------------------------------------------------
Total Capitalization $ 1,077,458 $ 1,080,625 $ 970,143 $ 961,215 $ 920,412
- -----------------------------------------------------------------------------------------------------------------------------
CAPITALIZATION AT YEAR-END (per cent)
Common equity 49 49 54 54 51
Preferred stock -- -- -- 1 2
Long-term debt 51 51 46 45 47
- -----------------------------------------------------------------------------------------------------------------------------
Total Capitalization 100 100 100 100 100
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GAS SOLD AND TRANSPORTED (thousands of dekatherms)
Gas Sales:
Residential 111,509 122,648 124,190 123,557 119,661
Commercial 19,206 22,565 22,656 22,601 23,865
Industrial 4,357 6,320 6,670 6,505 7,743
Transportation of customer-owned gas (b) 93,884 90,059 87,952 87,528 82,798
- -----------------------------------------------------------------------------------------------------------------------------
Total Gas Sales and Transportation 228,956 241,592 241,468 240,191 234,067
Margin per Dth delivered $1.79 $1.75 $1.76 $1.64 $1.61
- -----------------------------------------------------------------------------------------------------------------------------
NUMBER OF CUSTOMERS (average)
Residential 784,290 786,271 787,672 790,017 789,329
Commercial 43,198 43,299 43,243 43,261 42,596
Industrial 2,963 3,125 3,260 3,243 3,235
Transportation (b) 9,308 8,768 8,335 8,029 8,420
- -----------------------------------------------------------------------------------------------------------------------------
Total Customers 839,759 841,463 842,510 844,550 843,580
- -----------------------------------------------------------------------------------------------------------------------------
DEGREE DAYS 5,897 6,701 6,679 6,320 5,927
Per cent of normal (6,536) 90 103 102 97 91
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The Company is a wholly owned subsidiary of Peoples Energy; therefore,
per-share data are omitted.
(b) Includes commercial, industrial, and larger residential customers.
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<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
NET INCOME
Net income applicable to common stock decreased $10.2 million, to $53.7
million, in fiscal 1995 from 1994, due principally to weather that was 12 per
cent warmer than in 1994, decreasing net income by about $10.2 million. Other
significant variations resulted from a decrease in the provision for
uncollectible accounts reflecting lower revenues that were largely offset by
increases in interest expense, certain operation and maintenance costs, and an
adjustment to income tax expense in the prior period. In addition, fiscal 1995
benefited from the sale of certain oil and gas rights.
In 1994, net income applicable to common stock increased $188,000 to $63.8
million. Results for the fiscal year included the recording of one-half of an
Internal Revenue Service (IRS) income tax settlement that increased net income
by $9.7 million. (See Note 7D of the Notes to Consolidated Financial
Statements.) However, this benefit was largely offset by increased operating
costs related to the provision for uncollectible accounts, labor, and
depreciation.
Earnings for fiscal 1996 are expected to be positively affected by the
Company's higher rates for service that were put into effect in November 1995.
(See Note 2A of the Notes to Consolidated Financial Statements. Also see Note
15 "Events (Unaudited) Subsequent to the Auditors' Report Dated
November 1, 1995.")
A summary of variations affecting income between years is presented below,
with explanations of significant differences following:
<TABLE>
<CAPTION>
Fiscal 1995 Fiscal 1994
over 1994 over 1993
------------------------- -------------------------
Amount Amount
(000's) Per Cent (000's) Per Cent
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net operating revenues (a) $(11,790) (2.8) $(2,617) (0.6)
Operation and maintenance expenses (17,497) (7.6) 9,766 4.4
Depreciation expense 1,346 2.3 3,209 5.9
Income taxes 751 2.7 (5,538) (16.8)
Other income (7,587) (43.6) 12,943 289.4
Income deductions 5,247 12.6 3,477 9.1
Net income applicable to common stock (10,159) (15.9) 188 0.3
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Operating revenues, net of gas costs and revenue taxes.
NET OPERATING REVENUES
Gross revenues of the Company are affected by changes in the unit cost of
the Company's gas purchases and do not include the cost of gas supplies for
customers who purchase gas directly from producers and marketers rather than
from the Company. The direct customer purchases have no effect on net income
because the Company provides transportation service for such gas volumes and
recovers margins similar to those applicable to conventional gas sales. Changes
in the unit cost of gas do not significantly affect net income because the
Company's tariffs provide for dollar-for-dollar recovery of gas costs. (See
Note 1J of the Notes to Consolidated Financial Statements.) The Company's
tariffs also provide for dollar-for-dollar recovery of the cost of revenue taxes
imposed by the state and the City.
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<PAGE>
Since income is not significantly affected by changes in revenue from
customers' gas purchases from producers or marketers rather than from the
Company, changes in gas costs, or changes in revenue taxes, the discussion below
pertains to "net operating revenues" (operating revenues, net of gas costs and
revenue taxes). The Company considers net operating revenues to be a more
pertinent measure of operating results than gross revenues.
Net operating revenues decreased $11.8 million, to $410.7 million, due
primarily to a decline in natural gas deliveries of 12.6 Bcf, to 229 Bcf,
reflecting weather that was 12 per cent warmer than in 1994 and 10 per cent
warmer than normal.
In 1994, net operating revenues amounted to $422.5 million, virtually flat
as compared with fiscal 1993, reflecting natural gas deliveries that were
essentially at the same level in both periods. The total fiscal 1994 weather
impact was comparable with fiscal 1993. Customers' energy conservation measures
had a negative effect in 1994.
See Other Matters - Operating Statistics for details of selected financial
and operating information by gas service classification.
OPERATION AND MAINTENANCE EXPENSES
Operation and maintenance expenses decreased $17.5 million, to $213.4
million, in 1995, due chiefly to recognizing approximately $12.7 million for the
fiscal 1995 portion of the IRS settlement (see Note 7D of the Notes to
Consolidated Financial Statements), and a decrease in the provision for
uncollectible accounts of $9.1 million, reflecting reduced sales revenues from
lower gas costs and warmer weather. These items were partially offset by
increased expenses for reengineering activities ($2.3 million) and the
distribution system ($2.5 million).
In 1994, operation and maintenance expenses increased $9.8 million, to
$230.9 million, due mainly to an increase in the Company's provision for
uncollectible accounts and higher labor costs that arose mainly from weather-
related overtime work and from start-up costs for new customer-service programs.
Partially offsetting these items were a reduced workforce and lower employee
benefits expenses for pensions and group insurance. Fiscal 1994 results reflect
an increase of $9.5 million in the provision for uncollectible accounts.
Without the increase in the provision for uncollectible accounts, operation and
maintenance expenses would have increased by $297,000 over fiscal 1993 levels.
DEPRECIATION EXPENSE
Depreciation expense increased $1.3 million, to $59.2 million, in 1995, and
$3.2 million, to $57.8 million, in 1994, due mainly to depreciable property
additions.
INCOME TAXES
Income taxes increased $751,000, to $28.2 million, due primarily to the
recording of the deferred tax effects of the income tax settlement in operating
expenses in 1995 together with an adjustment made in 1994 to reduce taxes
accrued. Also, the amortization of deferred tax credits was lower in 1995.
These increases were largely offset by decreased pre-tax income in 1995.
In 1994, income taxes decreased $5.5 million, to $27.4 million, due
principally to lower pre-tax income.
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<PAGE>
OTHER INCOME
Other income declined $7.6 million, to $9.8 million, in 1995, due
principally to the 1994 recognition of the IRS settlement of $9.7 million after
income taxes. (See Notes 7D and 9 of the Notes to Consolidated Financial
Statements.) Also, the current fiscal year reflects lower interest income
($2 million) on amounts recoverable from customers and the absence of the prior
year's interest ($1.1 million) from proceeds held in a trust fund generated from
the Company's December 1993 bond issuance. These decreases were partially
offset by higher interest income ($5.2 million) resulting from larger cash
balances and higher interest rates.
In 1994, other income increased $12.9 million, to $17.4 million, due
primarily to recording the aforementioned IRS settlement. Also, the fiscal year
included higher interest income reflecting larger cash balances and the December
1993 bond issuance.
INCOME DEDUCTIONS
Income deductions increased $5.2 million, to $46.7 million, in 1995, due
mainly to increased interest expense on the following items: amounts refundable
to customers, long-term debt, and budget accounts.
In 1994, income deductions rose by $3.5 million, to $41.5 million, due
primarily to increased interest on long-term debt reflecting additional debt
outstanding.
OTHER MATTERS
EFFECT OF WEATHER. Weather variations affect the volumes of gas delivered for
heating purposes and, therefore, can have a significant positive or negative
impact on net income and coverage ratios.
ACCOUNTING STANDARDS. Effective October 1, 1993, the Company adopted Statement
of Financial Accounting Standards (SFAS) No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." This statement requires the
accrual of the expected costs of such benefits during the employees' years of
service. (See Note 6B of the Notes to Consolidated Financial Statements.)
Effective October 1, 1994, the Company adopted SFAS No. 112, "Employers'
Accounting for Postemployment Benefits." This statement requires the accrual of
certain benefits provided to former or inactive employees after employment but
before retirement. (See Note 6C of the Notes to Consolidated Financial
Statements.)
FERC ORDER 636 COSTS. In 1992, the FERC issued Order No. 636 and successor
orders that required substantial restructuring of the service obligations of
interstate pipelines. (See Notes 1J, 2A, and 2B of the Notes to Consolidated
Financial Statements.)
On September 15, 1993, the Commission entered an order initiating an
investigation into the appropriate means of recovery by Illinois gas utilities
of pipeline charges for FERC Order 636 transition costs. The Illinois Appellate
Court affirmed the Commission's order on rehearing on September 21, 1995. (See
Notes 1J, 2A, and 2B of the Notes to Consolidated Financial Statements.)
REENGINEERING STUDY. The Company is undertaking a major project to reengineer
its business processes with the goal of increasing efficiency, responsiveness to
customer needs, and cost effectiveness. The project commenced in September 1994
and is expected to continue for at least two years.
- 12 -
<PAGE>
SNG PLANT CLOSING. The Company has closed its synthetic gas-making plant
located near Joliet, Illinois. The decision was effected after a cost-benefit
analysis was performed, which showed that, as of December 1, 1995, it no longer
would be cost-effective to use the plant as a source of gas, given new, more
economical supply arrangements that will take effect this winter. Those supply
arrangements are the result of initiatives undertaken by the Company to
restructure its gas supply portfolio in response to FERC Order 636. The rates
approved by the Commission in the Company's most recent rate case reflect the
annual effect of a five-year amortization of the undepreciated investment in the
plant and decommissioning expenses.
OPERATING STATISTICS. The following table represents gas distribution margin
components:
<TABLE>
<CAPTION>
For fiscal years ended September 30,
------------------------------------------------
1995 1994 1993
-------- ----------- -----------
<S> <C> <C> <C>
Operating Revenues (thousands):
Gas sales
Residential $648,762 $ 820,383 $ 807,674
Commercial 101,436 139,078 135,838
Industrial 20,807 35,587 36,193
-------- ---------- ---------
771,005 995,048 979,705
-------- ---------- ---------
Transportation
Residential 36,617 34,337 37,226
Commercial 43,459 39,770 42,271
Industrial 29,550 24,836 26,701
-------- ---------- ---------
109,626 98,943 106,198
-------- ---------- ---------
Other 18,312 17,181 15,517
-------- ---------- ---------
Total Operating Revenues 898,943 1,111,172 1,101,420
Less-- Gas Costs 387,675 566,903 555,256
-- Revenues Taxes 100,562 121,773 121,051
-------- ---------- ---------
Net Operating Revenues $410,706 $ 422,496 $ 425,113
-------- ---------- ---------
-------- ---------- ---------
Deliveries (MDth):
Gas Sales
Residential 111,509 122,648 124,190
Commercial 19,206 22,565 22,656
Industrial 4,357 6,320 6,670
-------- ---------- ---------
135,072 151,533 153,516
-------- ---------- ---------
Transportation
Residential 24,232 24,487 24,468
Commercial 36,130 36,344 35,120
Industrial 33,522 29,228 28,364
-------- ---------- ---------
93,884 90,059 87,952
-------- ---------- ---------
Total Gas Sales
and Transportation 228,956 241,592 241,468
-------- ---------- ---------
-------- ---------- ---------
Margin per Dth delivered $ 1.79 $ 1.75 $ 1.76
</TABLE>
- 13 -
<PAGE>
LIQUIDITY
SOURCE OF FUNDS. The Company has access to outside capital markets and to
internal sources of funds that together provide sufficient resources to meet
capital requirements. It does not anticipate any changes that would materially
alter its current liquidity position.
Due to the seasonal nature of gas usage, a major portion of cash
collections occurs between December and May. Because of timing differences in
the receipt and disbursement of cash and the level of construction requirements,
the Company may borrow on a short-term basis. Short-term borrowings are repaid
with cash from operations, other short-term borrowings, or refinanced on a
permanent basis with debt or equity, depending on capital market conditions and
capital structure considerations.
CREDIT LINES. The Company has lines of credit of approximately $131.1 million
of which North Shore Gas may borrow up to $30 million. At September 30, 1995,
the Company and North Shore Gas had unused credit available from banks of $130.2
million. (See Note 11 of the Notes to Consolidated Financial Statements.)
CASH FLOW ACTIVITIES. Net cash provided by operating activities in 1995
increased by $25.9 million, due primarily to changes related to gas in storage,
other assets, and deferred income taxes. These items were offset, in part, by
reductions in gas costs recoverable and net receivables. In 1994, net cash
provided by operating activities increased by approximately $70.7 million, due
mainly to changes related to net receivables, gas costs recoverable, and gas
sales revenue refundable. Such items were partially offset by decreases
associated with deferred credits and accounts payable.
Net cash used in investing activities for 1995, 1994, and 1993 mainly
represents the level of capital expenditures in the respective years.
Net cash used in financing activities in 1995 includes drawdowns for
utility construction activities of the remaining balance of the trust fund
associated with prior financing. In 1994, net cash used in financing activities
reflects the new debt issues during the year, primarily used for construction
projects. Net cash provided by financing activities in 1993 includes the debt
issuance during the period, primarily to refund previously issued debt and
preferred stock.
INTEREST COVERAGE. The fixed charges coverage ratios for the Company for fiscal
1995, 1994, and 1993 were 2.76, 3.28, and 3.57, respectively. The decrease in
the ratio for the current fiscal year primarily reflects lower pre-tax income
resulting from warmer weather. (See Results of Operations - Net Income.) In
addition, the ratios for fiscal years 1995 and 1994 reflect the recording of an
IRS settlement in income. (See Note 7D of the Notes to Consolidated Financial
Statements.)
DEBT RATINGS. The long-term debt of the Company is rated Aa3 by Moody's
Investors Service and AA- by Standard & Poor's Corporation. There has been no
change in these ratings since fiscal 1985. The commercial paper of the Company
has the top rating from the major rating agencies.
ENVIRONMENTAL MATTERS. The Company is conducting environmental investigations
and work at certain sites that were the location of former manufactured gas
operations. (See Note 3 of the Notes to Consolidated Financial Statements.)
- 14 -
<PAGE>
REGULATORY ACTIONS. In 1992, the Commission issued an order in its consolidated
proceedings, initiated in 1991, regarding the appropriate ratemaking treatment
of environmental costs relating to past manufactured gas operations incurred by
Illinois utilities, including the Company and North Shore Gas. In its order,
the Commission approved rate recovery of such environmental costs but required
that the recovery occur over a five-year period without recovery of carrying
charges on unrecovered balances. The part of the Commission's order that
disallowed recovery of carrying charges on unrecovered balances has been
reversed on appeal by the Illinois Supreme Court, which has remanded the case to
the Commission. (See Note 2A of the Notes to Consolidated Financial Statements.
Also see Note 15 "Events (Unaudited) Subsequent to the Auditors' Report Dated
November 1, 1995.")
The Company filed proposed changes in rates with the Commission in December
1994. (See Note 2A of the Notes to Consolidated Financial Statements. Also see
Note 15 "Events (Unaudited) Subsequent to the Auditors' Report Dated November 1,
1995.")
On September 29, 1995, the Company filed a petition with the Commission for
approval of a performance-based rate program (PBR Program) for gas costs. The
objectives of the PBR Program are to provide incentives to minimize gas supply
and capacity costs in a changing market and to pursue innovative gas supply-
related opportunities. Under specified conditions and up to certain limits, the
Company would share equally with gas sales customers the savings or costs from
the program. The PBR Program would be for a pilot period covering fiscal years
1996 through 1998 and was filed pursuant to a new provision of the Illinois
Public Utilities Act which allows experiments in performance-based rates. The
Commission has commenced hearings on the PBR Program proposals.
CAPITAL RESOURCES
CAPITAL SPENDING. Capital expenditures for additions, replacements, and
improvements to the utility plant were $81.1 million in 1995, $74.6 million in
1994, and $108.9 million in 1993.
Expenditures in fiscal 1995 increased $6.5 million over 1994 and included
$10.8 million for computer and office equipment.
The decline in fiscal 1994 expenditures from 1993 was partly the result of
completing certain major projects that were undertaken to enhance gas supply.
Expenditures in 1994 included $9 million for enhancement of the Company's
underground storage site. Expenditures for that project in fiscal 1993 amounted
to $10.7 million.
Additional expenditures in fiscal 1993 included $7.7 million for a
liquefied natural gas vaporizer replacement project at Manlove Field.
Capital expenditures for fiscal 1996 are expected to be about $81.7
million, an increase of $600,000 from the 1995 level. The estimate of
expenditures for 1996 includes a continuation of the Company's cast iron main
replacement program.
The Company anticipates that future cash needs for capital expenditures and
debt maturities will be met through internally generated funds, intercompany
loans from Peoples Energy, borrowing arrangements with banks and/or the issuance
of commercial paper on an interim basis, and periodic long-term financing
involving equity or first mortgage bonds.
- 15 -
<PAGE>
BONDS ISSUED. On June 29, 1995, the City of Chicago issued $50 million
aggregate principal amount of 6.10 per cent gas supply refunding revenue bonds,
1995 Series A, which were collateralized by an equal amount of the Company's 30-
year first mortgage bonds. On August 1, 1995, the proceeds were used to redeem
$50 million aggregate principal amount of previously issued gas supply revenue
bonds. Other funds provided by the Company were used for the payment of
expenses of issuance, including the underwriters' fee. (See Note 12A of the
Notes to Consolidated Financial Statements.)
Additional bonds are issuable by the Company, upon approval by the
Commission, subject to limitations imposed by certain restrictive provisions of
the Company's open-end mortgages and supplements thereto. These restrictions
are not expected to have an impact on the Company's ability to issue additional
debt, as needed.
BONDS REDEEMED. On November 14, 1995, the Company notified the trustee of its
intention to redeem approximately $87 million aggregate principal amount of
Series U and V gas supply revenue bonds. Such redemption, from general
corporate funds, is expected to be completed on December 29, 1995.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
----
Statement of Management's Responsibility 17
Report of Independent Public Accountants 18
Consolidated Statements of Income for fiscal years ended
September 30, 1995, 1994, and 1993 19
Consolidated Statements of Retained Earnings for fiscal
years ended September 30, 1995, 1994, and 1993 19
Consolidated Statements of Cash Flows for fiscal years ended
September 30, 1995, 1994, and 1993 20
Consolidated Balance Sheets at September 30, 1995 and 1994 21
Consolidated Capitalization Statements at September 30, 1995
and 1994 22
Notes to Consolidated Financial Statements 23
- 16 -
<PAGE>
STATEMENT OF MANAGEMENT'S RESPONSIBILITY
The financial statements and other financial information included in this
report were prepared by management, who is responsible for the integrity and
objectivity of the presented data. The consolidated financial statements of the
Company and its subsidiaries were prepared in conformity with generally accepted
accounting principles and necessarily include some amounts that are based on the
best estimates and judgments of management.
The Company maintains internal accounting systems and related administrative
controls, along with internal audit programs, that are designed to provide
reasonable assurance that the accounting records are accurate and assets are
safeguarded from loss or unauthorized use. Consequently, management believes
that the accounting records and controls are adequate to produce reliable
financial statements.
Arthur Andersen LLP, the Company's independent public accountants approved by
Peoples Energy's shareholders, as a part of their audit of the financial
statements, selectively reviews and tests certain aspects of internal accounting
controls solely to determine the nature, timing, and extent of audit tests.
Management has made available to Arthur Andersen LLP all of the Company's
financial records and related data and believes that all representations made to
the independent public accountants during their audit were valid and
appropriate.
The Audit Committee of the Board of Directors of Peoples Energy, comprised of
six outside directors, meets periodically with management, the internal
auditors, and Arthur Andersen LLP, jointly and separately, to assure that
appropriate responsibilities are discharged. These meetings include discussion
and review of accounting principles and practices, internal accounting controls,
audit results, and the presentation of financial information in the annual
report.
- 17 -
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Peoples Gas Light and Coke Company:
We have audited the accompanying consolidated balance sheets and consolidated
capitalization statements of The Peoples Gas Light and Coke Company (an Illinois
corporation, hereinafter referred to as the Company and a wholly owned
subsidiary of Peoples Energy Corporation) and subsidiary companies at September
30, 1995 and 1994, and the related consolidated statements of income, retained
earnings, and cash flows for each of the three years in the period ended
September 30, 1995. These financial statements and the schedule referred to
below are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company and subsidiary
companies at September 30, 1995 and 1994, and the results of their operations
and cash flows for each of the three years in the period ended
September 30, 1995, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The financial statement schedule listed
in Item 14(a)2 is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
The financial statement schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
fairly states, in all material respects, the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 1, 1995
- 18 -
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
The Peoples Gas Light and Coke Company
- -----------------------------------------------------------------------------------------
For fiscal years ended September 30, 1995 1994 1993
- -----------------------------------------------------------------------------------------
(Thousands)
<S> <C> <C> <C>
Operating Revenues:
Gas sales $ 771,005 $ 995,048 $ 979,705
Transportation of customer-owned gas 109,626 98,943 106,198
Other 18,312 17,181 15,517
- ------------------------------------------------------------------------------------------
Total Operating Revenues 898,943 1,111,172 1,101,420
- ------------------------------------------------------------------------------------------
Operating Expenses:
Gas costs 387,675 566,903 555,256
Operation (see Note 7D) 174,701 196,045 188,742
Maintenance 38,730 34,883 32,420
Depreciation 59,170 57,824 54,615
Taxes-- Income 28,164 27,413 32,951
-- State and local revenue 100,562 121,773 121,051
-- Other 19,369 18,434 18,492
- ------------------------------------------------------------------------------------------
Total Operating Expenses 808,371 1,023,275 1,003,527
- ------------------------------------------------------------------------------------------
Operating Income 90,572 87,897 97,893
- ------------------------------------------------------------------------------------------
Other Income:
Interest income 8,669 4,549 1,402
Miscellaneous (see Note 9) 1,160 12,867 3,071
- ------------------------------------------------------------------------------------------
Total Other Income 9,829 17,416 4,473
- ------------------------------------------------------------------------------------------
Gross Income 100,401 105,313 102,366
- ------------------------------------------------------------------------------------------
Income Deductions:
Interest on long-term debt 39,758 38,029 34,907
Other interest 6,079 2,634 2,408
Amortization of debt discount and expense 749 689 616
Miscellaneous 149 136 80
- ------------------------------------------------------------------------------------------
Total Income Deductions 46,735 41,488 38,011
- ------------------------------------------------------------------------------------------
Net Income 53,666 63,825 64,355
- ------------------------------------------------------------------------------------------
Preferred stock dividends -- -- 718
Net Income Applicable to Common Stock $ 53,666 $ 63,825 $ 63,637
- ------------------------------------------------------------------------------------------
</TABLE>
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
<TABLE>
<CAPTION>
The Peoples Gas Light and Coke Company
- ----------------------------------------------------------------------------------------------------
For fiscal years ended September 30, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------
(Thousands)
<S> <C> <C> <C>
Balance at Beginning of Year $ 366,168 $ 357,686 $ 349,558
Add -- Net Income 53,666 63,825 64,355
Deduct -- Dividends declared on common stock 56,833 55,343 55,095
-- Dividends declared on preferred stock -- -- 718
-- Preferred stock redemption premiums -- -- 414
- ----------------------------------------------------------------------------------------------------
Balance at End of Year $ 363,001 $ 366,168 $ 357,686
- ----------------------------------------------------------------------------------------------------
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.
- 19 -
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
The Peoples Gas Light and Coke Company
- ----------------------------------------------------------------------------------------------------
For fiscal years ended September 30, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------
(Thousands)
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 53,666 $ 63,825 $ 64,355
Adjustments to reconcile net income to net cash:
Depreciation 59,170 57,824 54,615
Deferred income taxes and investment tax
credits -- net 7,742 (8,914) 7,580
Change in deferred credits and other liabilities (8,752) (24,610) 25,659
Change in other assets (2,327) (14,105) (333)
Other 55 36 56
Change in current assets and liabilities:
Receivables -- net 17,356 31,493 (46,401)
Accrued unbilled revenues (890) 8,638 (5,726)
Materials and supplies 7,721 2,109 1,409
Gas in storage 41,433 (3,930) (2,988)
Gas costs recoverable 9,892 31,023 (19,282)
Accounts payable (7,334) (6,584) 23,099
Customer gas service and credit deposits (4,531) 1,050 (5,062)
Accrued taxes 271 1,442 9,176
Gas sales revenue refundable 27,391 33,905 (1,314)
Accrued interest 821 1,933 245
Other (279) 369 (272)
- ----------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 201,405 175,504 104,816
- ----------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Capital expenditures -- construction (81,081) (74,623) (108,863)
Other assets (2,042) (1,850) (3,792)
Other temporary cash investments -- -- (200)
Other capital investments 1,153 2,023 993
- ----------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (81,970) (74,450) (111,862)
- ----------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Interim loans -- net -- (62,300) 54,300
Issuance of long-term debt 50,000 102,000 75,000
Trust fund -- utility construction 31,493 (31,493) --
-- bond redemption (237) -- --
Retirement of long-term debt (50,000) -- (63,245)
Redemption of preferred stock -- (3,400) (11,814)
Dividends paid on preferred stock -- (71) (949)
Dividends paid on common stock (56,584) (55,591) (51,124)
- ----------------------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Financing Activities (25,328) (50,855) 2,168
- ----------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents 94,107 50,199 (4,878)
Cash and Cash Equivalents at Beginning of Year 58,108 7,909 12,787
- ----------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $152,215 $ 58,108 $ 7,909
- ----------------------------------------------------------------------------------------------------
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.
- 20 -
<PAGE>
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
The Peoples Gas Light and Coke Company
- ---------------------------------------------------------------------------------------------------------
At September 30, 1995 1994
- ---------------------------------------------------------------------------------------------------------
(Thousands)
PROPERTIES AND OTHER ASSETS
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Capital Investments:
Property, plant and equipment, at original cost $1,815,407 $1,760,004
Less -- Accumulated depreciation 628,258 596,808
- ---------------------------------------------------------------------------------------------------------
Net property, plant and equipment 1,187,149 1,163,196
Other investments 5,027 6,235
- ---------------------------------------------------------------------------------------------------------
Total Capital Investments -- Net 1,192,176 1,169,431
- ---------------------------------------------------------------------------------------------------------
Current Assets:
Cash 2,599 3,173
Cash equivalents 149,616 54,935
Other temporary cash investments, at cost
that approximates market value 600 600
Trust fund -- utility construction -- 31,493
-- bond redemption 237 --
Receivables --
Customers, net of allowance for uncollectible
accounts of $18,315 and $23,400, respectively 52,142 68,786
Other 2,665 3,377
Accrued unbilled revenues 18,451 17,561
Materials and supplies, at average cost 13,843 21,564
Gas in storage, at last-in, first-out cost 82,151 123,584
Gas costs recoverable through rate adjustments 2,132 12,024
Prepayments 1,927 1,649
- ---------------------------------------------------------------------------------------------------------
Total Current Assets 326,363 338,746
- ---------------------------------------------------------------------------------------------------------
Other Assets:
Regulatory assets (see Note 1B) 29,707 25,876
Deferred charges 13,235 14,739
- ---------------------------------------------------------------------------------------------------------
Total Other Assets 42,942 40,615
- ---------------------------------------------------------------------------------------------------------
Total Properties and Other Assets $1,561,481 $1,548,792
- ---------------------------------------------------------------------------------------------------------
CAPITALIZATION AND LIABILITIES
- ---------------------------------------------------------------------------------------------------------
Capitalization (see Consolidated Capitalization Statements) $1,077,458 $1,080,625
- ---------------------------------------------------------------------------------------------------------
Current Liabilities:
Interim loans 900 900
Accounts payable 87,693 95,027
Dividends payable on common stock 14,146 13,898
Customer gas service and credit deposits 35,012 39,543
Accrued taxes 26,962 26,691
Gas sales revenue refundable through rate adjustments 68,558 41,167
Accrued interest 11,025 10,204
- ---------------------------------------------------------------------------------------------------------
Total Current Liabilities 244,296 227,430
- ---------------------------------------------------------------------------------------------------------
Deferred Credits and Other Liabilities:
Deferred income taxes -- primarily accelerated depreciation (see Note 7B) 189,850 176,416
Investment tax credits being amortized over
the average lives of related property 34,228 35,836
Other 15,649 28,485
- ---------------------------------------------------------------------------------------------------------
Total Deferred Credits and Other Liabilities 239,727 240,737
- ---------------------------------------------------------------------------------------------------------
Total Capitalization and Liabilities $1,561,481 $1,548,792
- ---------------------------------------------------------------------------------------------------------
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.
- 21 -
<PAGE>
CONSOLIDATED CAPITALIZATION STATEMENTS
<TABLE>
<CAPTION>
The Peoples Gas Light and Coke Company
- ----------------------------------------------------------------------------------------------------
At September 30, 1995 1994
- ----------------------------------------------------------------------------------------------------
(Thousands, except number of shares)
<S> <C> <C>
Common Stockholder's Equity:
Common stock, without par value --
Authorized 40,000,000 shares
Outstanding 24,817,566 shares $ 165,307 $ 165,307
Retained earnings (see Consolidated Statements
of Retained Earnings) 363,001 366,168
- ----------------------------------------------------------------------------------------------------
Total Common Stockholder's Equity 528,308 531,475
- ----------------------------------------------------------------------------------------------------
Long-Term Debt:
Exclusive of sinking fund payments and maturities
due within one year
First and Refunding Mortgage Bonds --
8% Series U, due June 1, 1999 43,375 43,375
8% Series V, due June 1, 1999 43,375 43,375
Adjustable-Rate Series W (4.20% and 3% through
September 30, 1995 and September 30, 1994, respectively),
due October 1, 1999 (see Note 12B) 10,400 10,400
6.875% Series X, due March 1, 2015 50,000 50,000
7.50% Series Y, due March 1, 2015 50,000 50,000
7.50% Series Z, due March 1, 2015 50,000 50,000
10-1/4% Series AA, due March 1, 2015 (redeemed on August 1,
1995 -- see Note 12A) -- 50,000
8.10% Series BB, due May 1, 2020 75,000 75,000
6.37% Series CC, due May 1, 2003 75,000 75,000
5-3/4% Series DD, due December 1, 2023 75,000 75,000
Adjustable-Rate Series EE (4.95% and 2.55% through
November 30, 1995 and November 30, 1994, respectively),
due December 1, 2023 (see Note 12B) 27,000 27,000
6.10% Series FF, due June 1, 2025 (see Note 12A) 50,000 --
- ----------------------------------------------------------------------------------------------------
Total Long-Term Debt 549,150 549,150
- ----------------------------------------------------------------------------------------------------
Total Capitalization $1,077,458 $1,080,625
- ----------------------------------------------------------------------------------------------------
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
statements.
- 22 -
<PAGE>
THE PEOPLES GAS LIGHT AND COKE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1A PRINCIPLES OF CONSOLIDATION
All subsidiaries are included in the consolidated financial statements.
All significant intercompany transactions have been eliminated in consolidation.
Certain items previously reported for years prior to 1995 have been reclassified
to conform with the current-year presentation.
1B REGULATED OPERATIONS
The Company's utility operations are subject to regulation by the
Commission. Regulated operations are accounted for in accordance with SFAS No.
71, "Accounting for the Effects of Certain Types of Regulation." This standard
controls the application of generally accepted accounting principles for
companies whose rates are determined by an independent regulator such as the
Commission. Regulatory assets represent certain costs that are expected to be
recovered from customers through the ratemaking process. When incurred, such
costs are deferred as assets in the balance sheet and subsequently recorded as
expenses when those same amounts are reflected in rates.
The following regulatory assets were reflected in Other Assets in the
Consolidated Balance Sheets at September 30, 1995 and 1994:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
1995 1994
- -----------------------------------------------------------------------------------------------
(Thousands)
<S> <C> <C>
Environmental costs, net of recoveries (see Note 3) $10,660 $10,294
Transition costs from pipeline supplier (see Note 2B) 6,400 9,100
Interest on gas sales revenue refundable 2,289 2,407
Regulatory income tax assets (see Note 1I) 3,680 1,965
Energy conservation plan expenses 1,033 865
Discount, premium, expenses, and loss on reacquired bonds 2,942 723
SNG plant -- decommissioning 1,982 --
Other 721 522
- -----------------------------------------------------------------------------------------------
Total regulatory assets $29,707 $25,876
- -----------------------------------------------------------------------------------------------
</TABLE>
1C CONCENTRATION OF CREDIT RISK
The Company provides natural gas service to approximately 840,000 customers
within the City of Chicago. Credit risk for the Company is spread over a
diversified base of residential, commercial, and industrial retail sales and
transportation customers.
The Company encourages customers to participate in its long-standing budget
payment program that allows the cost of higher gas consumption levels associated
with the heating season to be spread over a 12-month billing cycle. Customers'
payment records are continually monitored and credit deposits are required, when
appropriate, to minimize uncollectible write-offs.
- 23 -
<PAGE>
1D REVENUE RECOGNITION
Gas sales revenues for retail customers are recorded on the accrual basis
for all gas delivered during the month, including an estimate for gas delivered
but unbilled at the end of each month.
1E PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at original cost and includes
appropriate amounts of payroll taxes, employee benefit costs, administrative
costs, and an allowance for funds used during construction.
1F MAINTENANCE AND DEPRECIATION
The Company charges the cost of maintenance and repairs of property and
minor renewals and improvements of property to maintenance expense. When
depreciable property is retired, its original cost is charged to the accumulated
provision for depreciation.
The provision for depreciation substantially reflects the systematic
amortization of the original cost of depreciable property over estimated useful
lives on the straight-line method. Additionally, actual dismantling cost, net
of salvage, is included in the provision for depreciation in the month incurred.
The amounts provided are designed to cover not only losses due to wear and tear
that are not restored by maintenance, but also losses due to obsolescence and
inadequacy.
The provision for depreciation, expressed as an annual percentage of
original cost of depreciable property, is as follows:
<TABLE>
<CAPTION>
For fiscal years ended September 30, 1995 1994 1993
------------------------------------ ----- ----- -----
<S> <C> <C> <C>
Provision for depreciation 3.6% 3.6% 3.6%
</TABLE>
1G STATEMENT OF CASH FLOWS
For purposes of the balance sheet and the statement of cash flows, the
Company considers all short-term liquid investments with maturities of three
months or less to be cash equivalents.
Income taxes and interest paid (excluding capitalized interest) were as
follows:
<TABLE>
<CAPTION>
For fiscal years ended September 30, 1995 1994 1993
------------------------------------- ---- ---- ----
(Thousands)
<S> <C> <C> <C>
Income taxes paid $15,501 $42,670 $22,213
Interest paid 41,378 38,353 36,912
</TABLE>
1H ACCOUNTS PAYABLE
The Company utilizes controlled disbursement banking arrangements under which
certain bank accounts have negative book balances due to checks in transit. The
negative balances are classified as Accounts Payable.
1I INCOME TAXES
The Company follows the liability method of accounting for deferred income
taxes. Under the liability method, deferred income taxes have been recorded
using currently enacted tax rates for the
- 24 -
<PAGE>
differences between the tax basis of assets and liabilities and the basis
reported in the financial statements. Due to the effects of regulation on the
Company, certain adjustments made to deferred income taxes are, in turn, debited
or credited to regulatory assets or liabilities. (See Note 7B.)
Each company within the consolidated group nets its income tax related
regulatory assets and liabilities. At September 30, 1995 and 1994, net
regulatory income tax assets recorded in Other Assets amounted to $3.7 million
and $2 million, while net regulatory income tax liabilities recorded in Other
Liabilities equaled $100,000 and $100,000, respectively.
Investment tax credits have been deferred and are being amortized through
credits to income over the book lives of related property.
The preceding deferred-tax and tax-credit accounting conforms with
regulations of the Commission.
1J RECOVERY OF GAS COSTS, INCLUDING CHARGES FOR TRANSITION COSTS
Under the tariffs of the Company, the difference for any fiscal year between
costs recoverable through the Gas Charge and revenues billed to customers under
the Gas Charge is refunded or recovered over a 12-month billing cycle beginning
the following January 1. Consistent with these tariff provisions, such
difference for any month is recorded either as a current liability or as a
current asset (with a contra entry to Gas Costs), and the fiscal year-end
balance is amortized over the 12-month period beginning the following January 1.
The Commission conducts annual proceedings regarding, for each gas utility,
the reconciliation of revenues from the Gas Charge and related costs incurred
for gas. In such proceedings, costs recovered by a utility through the Gas
Charge are subject to challenge. Such proceedings regarding the Company for
fiscal years 1992 through 1995 are currently pending before the Commission.
Pursuant to FERC Order No. 636 and successor orders, pipelines are allowed to
recover from their customers so-called transition costs. These costs arise from
the restructuring of pipeline service obligations required by the 636 Orders.
The Company is currently recovering pipeline charges for transition costs
through the Gas Charge. (See Notes 2A and 2B.)
1K GAS IN STORAGE
Storage injections are priced at the fiscal-year average of costs of natural
gas purchased and SNG produced. The Company's SNG production costs include
costs of feedstock plus plant operation and maintenance costs. (See Results of
Operations - Other Matters - SNG Plant Closing.) Withdrawals from storage are
priced on the last-in, first-out (LIFO) cost method. The estimated current
replacement cost of gas in inventory at September 30, 1995 and 1994 exceeded the
LIFO cost by approximately $108 million and $175 million, respectively.
2. RATES AND REGULATION
2A UTILITY RATE PROCEEDINGS
RATE ORDER. On December 16, 1994, the Company filed with the Commission
proposed changes in rates. The Company is seeking changes in rates that are
designed to increase annual revenues by about $41 million, exclusive of
additional charges for revenue taxes, based on a rate of return on original-cost
rate base of 9.55 per cent, which reflects an 11.8 per cent cost of common
equity.
- 25 -
<PAGE>
On October 16, 1995, the Commission's hearing examiners issued a recommended
order under which the Company would receive a revenue increase of approximately
$32.3 million based on a 9.19 per cent rate of return on original-cost rate
base, which reflects an 11.10 per cent cost of common equity. The Commission is
expected to issue its order no later than mid November 1995. The Company cannot
predict the outcome of its rate increase request.
ENVIRONMENTAL COST RECOVERY. In 1992, the Commission issued an order in its
consolidated proceedings, initiated in 1991, regarding the appropriate
ratemaking treatment of environmental costs incurred by Illinois utilities,
including the Company and North Shore Gas, in connection with the investigation
and treatment of residues associated with past manufactured gas operations
("environmental costs"). In its order, the Commission approved rate recovery of
environmental costs over a five-year period, but required the utilities to
"share" the environmental costs by disallowing rate recovery of carrying charges
on unrecovered balances. Reimbursements of environmental costs from insurance
carriers or other entities are to be netted against costs and reflected in rates
over a five-year period. In 1992, several parties, including the Company and
North Shore Gas, appealed the Commission's order to the Illinois Appellate
Court. In 1993, the Third District Appellate Court issued its opinion affirming
the Commission's order in the consolidated proceedings, which decision was
subsequently appealed to the Illinois Supreme Court. In April 1995, the
Illinois Supreme Court upheld in part and reversed in part the Commission's
order. The Supreme Court upheld the Commission in ruling that environmental
costs are recoverable through rates. The Supreme Court also ruled that the
Commission's approval of a rate recovery method called a "rider" (the method
utilized by the Company and North Shore Gas) as the preferred mechanism for
recovery of environmental costs is within the Commission's authority. The
Supreme Court reversed the part of the Commission's order that required the
utilities to share environmental costs by disallowing recovery of carrying
charges on unrecovered balances. The order was remanded to the Commission for
further proceedings consistent with the Supreme Court's opinion. The Commission
has until December 20, 1995 to issue its order on remand. (See Note 3.)
FERC ORDER 636 COST RECOVERY. On September 15, 1993, the Commission entered an
order initiating an investigation into the appropriate means of recovery by
Illinois gas utilities of pipeline charges for FERC Order 636 transition costs.
The Commission issued a final order in this proceeding on March 9, 1994. The
order provides for the full recovery of transition costs from the Company's gas
service customers and transportation customers to the extent they contract for
firm standby service. The Citizens Utility Board and State's Attorney of Cook
County filed an application for rehearing of the March 9 order with the
Commission. In its orders on rehearing, the Commission continued to provide for
full recovery of transition costs, but directed that, effective
November 1, 1994, gas supply realignment (GSR) costs (one of the four categories
of transition costs) be recovered on a uniform volumetric basis from all
transportation and sales customers. In December 1994, a group of industrial
transportation customers of Illinois utilities appealed the Commission's orders
on rehearing to the Illinois Appellate Court. The Illinois Appellate Court, on
September 21, 1995, affirmed the Commission's order. A group of industrial
transportation customers of Illinois utilities gave notice of their intent to
appeal the Appellate Court's order to the Illinois Supreme Court. If the
Illinois Supreme Court accepts the appeal, any change made by it to the
Commission's order would have a prospective effect only. (See Notes 1J and 2B.)
2B FERC Orders 636, 636-A, and 636-B
FERC Order 636 and successor orders require pipelines to make separate rate
filings to recover transition costs. There are four categories of such costs,
the largest of which for the Company is GSR costs. The Company is subject to
charges for transition cost recovery by Natural Gas Pipeline Company of America
(Natural). Charges by Natural for transition costs commenced on
January 1, 1994. On September 29, 1994, the FERC approved a Stipulation and
Agreement (Agreement) filed by Natural. The
- 26 -
<PAGE>
Agreement places a cap on the amount of GSR costs recoverable by Natural from
the Company. For the Company, that cap is approximately $103 million. However,
subject to this cap, the level of costs that the Company will incur is dependent
primarily upon the future market price of natural gas and pipeline negotiations
with producers. The Company is currently recovering transition costs through
the Gas Charge. At September 30, 1995, the Company has made payments of $44.5
million and has accrued an additional $6.4 million toward the cap.
The 636 Orders are not expected to have a material adverse effect on
financial position or results of operations of the Company. (See Notes 1J and
2A.)
3. ENVIRONMENTAL MATTERS
The Company, its predecessors, and certain former affiliates operated
facilities in the past for manufacturing gas and storing manufactured gas. In
connection with manufacturing and storing gas, various by-products and waste
materials were produced, some of which might have been disposed of rather than
sold. Under certain laws and regulations relating to the protection of the
environment, the Company might be required to undertake remedial action with
respect to some of these materials, if found at the sites.
The current owner of a site in McCook, Illinois, near Chicago, has advised
the Company that the owner has found what appear to be wastes associated with
by-products of the gas manufacturing process under its property. The owner has
asserted that these wastes are the responsibility of the Company. The Company
is currently evaluating this claim.
The Company, in cooperation with the Illinois Environmental Protection Agency
(IEPA), is conducting investigations of other sites (a total of 29) to determine
whether remedial action might be necessary. The investigations were initiated
pursuant to an informal request by the IEPA. To the best of the Company's
knowledge, similar informal requests have been made by the IEPA to other major
Illinois gas and electric utilities. The Company has engaged environmental
consulting firms to assist in its investigations. At this time, except for the
110th Street Station site (discussed below), it is not known what, if any,
remedial action will be necessary at the sites or, if necessary, what the cost
of any such action would be. As discussed below, the Company may conduct a
remedial investigation/feasibility study (RI/FS) at the Division Street site
under the supervision of the IEPA. In addition, the Company is conducting
investigations under the supervision of the IEPA at the 110th Street Station and
Equitable Distribution Station sites.
In August 1988, the IEPA conducted an inspection at the Company's Division
Street property in Chicago. During the inspection, the IEPA and the Company
took several soil samples for laboratory analysis. The analysis of the samples
collected by the Company indicates the presence of certain substances within the
soil of the Division Street property that could be attributable to former
manufactured gas operations. The Company may conduct an RI/FS of the property
under the supervision of the IEPA.
The Company has been sued by a prior owner and has received demands from the
current owner of a site in Chicago formerly called Pitney Court Station. The
former owner alleges damages of over $1 million arising from alleged
contamination by the Company resulting from past gas manufacturing activities on
the property. The current owner has demanded that the Company assume
responsibility for investigation and remediation of the alleged contamination.
The Company is currently evaluating these claims.
- 27 -
<PAGE>
The Company has observed what appear to be gas purification wastes on a site
in Chicago, formerly called the 110th Street Station, and property contiguous
thereto. The Company has fenced the site and the contiguous property and is
conducting a study under the supervision of the IEPA to determine the
feasibility of a limited removal action.
The current owners at a site in Chicago, formerly called South Station, have
advised the Company that they have found what appear to be gas manufacturing
wastes underneath their property. The owners have demanded monetary
compensation from the Company because of the presence of such wastes. The
Company is currently evaluating this claim.
In 1994, the Company became aware of a planned residential development at a
site in Chicago, formerly called the Equitable Distribution Station. The
Company is conducting a preliminary investigation under the supervision of the
IEPA to determine whether gas manufacturing wastes are present at the site.
The Company is accruing and deferring the costs it incurs in connection with
all of the sites, including related legal expenses, pending recovery through
rates or from insurance carriers or other entities. At September 30, 1995, the
total of the costs deferred by the Company, net of recoveries and amounts billed
to other entities, was $10.7 million. This amount includes an estimate of the
costs of the investigations initiated at the request of the IEPA at the sites
referred to above. The amount also includes an estimate of the costs of
remediation at the 110th Street Station site in Chicago, at the minimum amount
of the current estimated range of such costs. The costs of remediation at the
other sites cannot be determined until more is known about the nature and extent
of contamination and the remedial action, if any, to be required by the IEPA.
While the Company intends to seek contribution from other entities for the costs
incurred at the sites, the full extent of such contributions cannot be
determined at this time.
The Company has filed suit against a number of insurance carriers for the
recovery of environmental costs relating to its former manufactured gas
operations. The suit asks the court to declare that the insurers are liable
under policies in effect between 1938 and 1985 for costs incurred or to be
incurred by the Company in connection with former manufactured gas sites in
Chicago. The Company is also asking the court to award damages stemming from
the insurers' breach of their contractual obligation to defend and indemnify the
Company against these costs. At this time, management cannot determine the
timing and extent of the Company's recovery of costs from its insurance
carriers. Accordingly, the costs deferred at September 30, 1995 have not been
reduced to reflect recoveries from insurance carriers.
Costs incurred by the Company for environmental activities relating to former
manufactured gas operations will be recovered from insurance carriers or other
entities or through rates for utility service. Accordingly, management believes
that the costs incurred by the Company in connection with the sites will not
have a material adverse effect on financial position or results of operations.
The Company is recovering the costs of environmental activities relating to its
former manufactured gas operations under a rate mechanism approved by the
Commission. At September 30, 1995, it had recovered $409,000 of such costs
through rates. (See Note 2A for a discussion of proceedings regarding the
recovery of such costs through utility rates.)
4. GAS OVER-PRESSURE CONDITION
On January 17, 1992, an over-pressure condition occurred in the gas mains of
the Company serving an approximately one-square-mile area of the Near Northwest
Side of the City of Chicago. The over-pressure condition caused a major
explosion and numerous fires. The Company is aware of four
- 28 -
<PAGE>
deaths and 14 personal injuries allegedly resulting from the explosion and
fires. The Company also has been informed that damage occurred in an estimated
28 buildings. There was also damage, such as broken windows, wall cracks, and
water damage, to additional buildings.
A number of lawsuits have been filed against the Company as a result of the
over-pressure condition. The lawsuits include wrongful-death claims and several
class actions that seek to certify as a class those persons who suffered bodily
harm and/or property damage. All of the suits allege negligence and seek
compensatory damages. Some of the lawsuits also seek punitive damages. These
suits have not quantified the alleged damages except for certain amounts that
are not material.
In January 1993, the National Transportation Safety Board (NTSB) completed
its report regarding its investigation of the over-pressure incident that
occurred on January 17, 1992. In its report, the NTSB stated that "the probable
cause of the over-pressure accident and the resulting losses was the failure of
Peoples Gas Light Coke Company to adequately train its gas operations section
employees in recognizing and correctly responding to abnormal situations, which
consequently led to the failure of the gas operations section crew to properly
monitor and control the pressure of the gas being supplied to the low-pressure
gas system during a routine inspection."
In June 1993, the Staff of the Illinois Commerce Commission (Commission
Staff) released its report concerning the over-pressure incident. In its
report, the Commission Staff concluded that employee error was the probable
cause of the over-pressurization. The report was critical of the Company's
training of its personnel in its gas operations section and of some of the
Company's practices at the time of the incident.
The Company strongly disagrees with the criticisms by the NTSB and the
Commission Staff of the training given by the Company to personnel in its gas
operations section. The Company also disagrees with some of the findings and
conclusions of the Commission Staff, including several of the Commission Staff's
findings and its theory, analysis, and conclusions pertaining to the probable
cause of the over-pressurization.
The Company carries substantial insurance coverage. If liability were found
on the part of the Company, management believes that any costs incurred for
damages will be adequately covered by insurance. However, the Company's primary
insurance carrier has asserted that under Illinois law, liability for punitive
damages is not insurable. The Company has advised the insurance carrier that it
disagrees and intends to assert all of its rights against the carrier including
its right to obtain recovery for punitive damages, if any. Management is not
aware of any conduct on its part or by employees of the Company that would give
rise to punitive damages under Illinois law. Accordingly, management believes
that the incident will not have a material adverse effect on financial position
or results of operations of the Company.
5. LONG-TERM LEASE
In October 1993, the Company entered into a new 15-year lease to relocate its
headquarters office. The relocation was substantially completed in February
1995 prior to the expiration of the old lease. The Company is accounting for
the new lease as an operating lease in accordance with SFAS No. 13, "Accounting
for Leases."
The rental obligation consists of a base rent of $2.3 million plus operating
expenses and taxes. The base rent escalates by 2 per cent each year through the
10th year. Base rent in the 11th year is approximately $3.6 million with annual
increases of 2 per cent each year through the 15th year. Rental expense will be
comparable with the former lease at the Company's previous headquarters
location.
- 29 -
<PAGE>
Rental expenses under the lease arrangements were $6.4 million in fiscal 1995
and $6.1 million for each of the fiscal years 1994 and 1993.
6. RETIREMENT AND POSTEMPLOYMENT BENEFITS
6A PENSION BENEFITS
The Company participates in two defined benefit pension plans covering
substantially all employees. These plans provide pension benefits that
generally are based on an employee's length of service, compensation during the
five years preceding retirement, and social security benefits. Annual
contributions are made to the plans based upon actuarial determinations and in
consideration of tax regulations and funding requirements under federal law.
The Company also has a non-qualified pension plan that provides certain
employees with pension benefits in excess of qualified plan limits imposed by
federal tax law.
Net pension cost for all plans for fiscal 1995, 1994, and 1993 included the
following components:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
1995 1994 1993
- ----------------------------------------------------------------------------------------------------
(Millions)
<S> <C> <C> <C>
Service cost - benefits earned during year $ 13.4 $ 14.7 $ 15.9
Interest cost on projected benefit obligations 27.9 28.0 28.2
Actual return on plan assets (gain) loss (80.5) (14.6) (53.6)
Net amortization and deferral 43.2 (23.7) 16.2
- ----------------------------------------------------------------------------------------------------
Net pension cost $ 4.0 $ 4.4 $ 6.7
- ----------------------------------------------------------------------------------------------------
</TABLE>
The calculation of pension cost assumed a long-term rate of return on
assets of 7.5 per cent for 1993 through 1995.
The following table shows the estimated funded status of the Company's
pension plans at September 30, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
(Millions)
<S> <C> <C>
Plan assets at market value $546.1 $500.3
- ----------------------------------------------------------------------------------------------------
Actuarial present value of plan benefits:
Vested 288.3 311.2
Non-vested 42.8 35.9
- ----------------------------------------------------------------------------------------------------
Accumulated benefit obligation 331.1 347.1
Effect of projected future compensation increases 93.5 94.2
- ----------------------------------------------------------------------------------------------------
Projected benefit obligation 424.6 441.3
- ----------------------------------------------------------------------------------------------------
Excess of plan assets over projected benefit obligation 121.5 59.0
Less:
Unrecognized transition asset 26.8 29.6
Unrecognized prior service cost (4.9) (5.3)
Unrecognized net gain (loss) 102.4 36.4
- ----------------------------------------------------------------------------------------------------
Accrued pension liability $ (2.8) $ (1.7)
- ----------------------------------------------------------------------------------------------------
</TABLE>
- 30 -
<PAGE>
The projected benefit obligation, which is based on an October 1
measurement date, was determined using a discount rate of 7 per cent for 1995
and 6.5 per cent for 1994, and assumed future compensation increases of 5 per
cent for each year. Plan assets consist primarily of marketable equity and
fixed-income securities.
6B OTHER POSTRETIREMENT BENEFITS
The Company also provides certain health care and life insurance benefits
for retired employees. Substantially all employees may become eligible for such
benefit coverage if they reach retirement age while working for the companies.
The plans are funded based upon actuarial determinations and in consideration of
tax regulations and funding requirements under federal law.
The Company adopted SFAS No. 106 effective October 1, 1993. SFAS No. 106
requires the accrual of the expected costs of such benefits during the
employees' years of service. Due to regulatory treatment, the adoption of SFAS
No. 106 did not have a material effect on financial position or results of
operations.
Net postretirement benefit cost for all plans for fiscal 1995 and 1994
included the following components:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
1995 1994
- -----------------------------------------------------------------------------
(Millions)
<S> <C> <C>
Service cost - benefits earned during year $ 2.5 $ 2.8
Interest cost on projected benefit obligations 7.2 7.1
Actual return on plan assets (gain) loss (3.6) (0.3)
Amortization of transition obligation 4.5 4.5
Net amortization and deferral 2.4 (0.2)
- -----------------------------------------------------------------------------
Net postretirement benefit cost $ 13.0 $ 13.9
- -----------------------------------------------------------------------------
</TABLE>
The calculation of postretirement benefit cost assumed a long-term rate of
return on assets of 7.5 per cent for 1994 and 1995.
The Company recognized total postretirement costs of $13 million during
fiscal 1995. Of this amount, $5.7 million was funded through trust funds for
future benefit payments. Such costs during fiscal year 1994 were $13.9 million,
of which $7.7 million was funded.
- 31 -
<PAGE>
The following table sets forth the estimated funded status for the
postretirement health care and life insurance plans at September 30, 1995 and
1994:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1995 1994
- --------------------------------------------------------------------------------
(Millions)
<S> <C> <C>
Plan assets at market value $ 31.1 $ 20.6
- -------------------------------------------------------------------------------
Accumulated postretirement benefit obligation (APBO):
Retirees 66.1 56.3
Fully eligible active plan participants 13.3 15.5
Other active plan participants 24.6 26.8
- -------------------------------------------------------------------------------
Total APBO 104.0 98.6
- -------------------------------------------------------------------------------
Excess (deficiency) of plan assets over the APBO (72.9) (78.0)
Less:
Unrecognized transition obligation (81.1) (85.6)
Unrecognized net gain 7.4 7.3
- -------------------------------------------------------------------------------
Accrued postretirement benefit asset $ 0.8 $ 0.3
- -------------------------------------------------------------------------------
</TABLE>
The total APBO, which is based on an October 1 measurement date, was
determined using a discount rate of 6.5 per cent for 1995 and 7.75 per cent for
1994, and assumed future compensation increases of 5 per cent for each year.
The unfunded obligation is being amortized over 20 years. Plan assets consist
primarily of marketable equity and fixed-income securities.
For measurement purposes, a health care cost trend rate of 9.6 per cent was
assumed for fiscal 1996, and that rate thereafter will decline to 3.75 per cent
in 2003 and subsequent years. The health care cost trend rate assumption has a
significant effect on the amounts reported. Increasing the assumed health care
cost trend rate by one percentage point for each future year would have
increased the APBO at September 30, 1995, by $6.9 million and the aggregate of
service and interest cost components of the net periodic postretirement benefit
cost by $900,000 annually.
6C POSTEMPLOYMENT BENEFITS
In November 1992, the Financial Accounting Standards Board issued SFAS No.
112. This statement requires the accrual of certain benefits provided to former
or inactive employees after employment but before retirement. The Company
adopted SFAS No. 112 effective October 1, 1994. Implementation of this
statement did not have a material effect on financial position or results of
operations.
- 32 -
<PAGE>
7. TAX MATTERS
7A PROVISION FOR INCOME TAXES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
For fiscal years ended September 30, 1995 1994 1993
- -------------------------------------------------------------------------------
(Thousands)
<S> <C> <C> <C>
Current:
Federal $17,311 $32,308 $21,285
State 3,208 7,133 4,138
- -------------------------------------------------------------------------------
Total current income taxes 20,519 39,441 25,423
- -------------------------------------------------------------------------------
Deferred:
Federal 7,115 (6,665) 6,667
State 2,243 (642) 2,348
- -------------------------------------------------------------------------------
Total deferred income taxes 9,358 (7,307) 9,015
- -------------------------------------------------------------------------------
Investment tax credits - net:
Federal (1,784) (1,823) (1,848)
State 167 216 413
- -------------------------------------------------------------------------------
Total investment tax credits
- net (1,617) (1,607) (1,435)
- -------------------------------------------------------------------------------
Total provision for income taxes 28,260 30,527 33,003
Less -- Included in other income or
operation expense 97 3,114 52
- -------------------------------------------------------------------------------
Total provision for operating income
taxes $28,163 $27,413 $32,951
- -------------------------------------------------------------------------------
</TABLE>
7B DEFERRED INCOME TAXES
Set forth in the table below are the temporary differences which gave rise
to the net deferred income tax liabilities (see Note 1I):
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
At September 30, 1995 1994
- -------------------------------------------------------------------------------
(Thousands)
<S> <C> <C>
Deferred tax liabilities:
Property - accelerated depreciation and
other property related items $209,825 $204,548
Other 8,416 4,361
- -------------------------------------------------------------------------------
Total deferred income tax liabilities 218,241 208,909
- -------------------------------------------------------------------------------
Deferred tax assets:
Unamortized investment tax credits (13,576) (14,213)
Uncollectible accounts (7,429) (9,282)
Other (7,386) (8,998)
- -------------------------------------------------------------------------------
Total deferred income tax assets (28,391) (32,493)
- -------------------------------------------------------------------------------
Net deferred income tax liabilities $189,850 $176,416
- -------------------------------------------------------------------------------
</TABLE>
- 33 -
<PAGE>
7C TAX RATE RECONCILIATION
The following is a reconciliation between the computed federal income tax
expense (tax rate of 35 per cent for 1995 and 1994, and 34.75 per cent for 1993,
times pre-tax book income) and the total provision for federal income tax
expenses:
<TABLE>
<CAPTION>
For fiscal years ended September 30, 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------------------------------
Per Cent Per Cent Per Cent
of of of
Amount Pre-tax Amount Pre-tax Amount Pre-tax
(000's) Income (000's) Income (000's) Income
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Computed federal income
tax expense $26,708 35.00 $30,675 35.00 $31,434 34.75
Amortization of investment
tax credits (1,784) (2.34) (1,823) (2.08) (1,848) (2.04)
Nontaxable-tax settlement principal (1,772) (2.32) (1,772) (2.02) -- --
Other, net (510) (0.67) (3,260) (3.72) (3,482) (3.85)
- -----------------------------------------------------------------------------------------------------------------------------------
Total provision for federal
income taxes $22,642 29.67 $23,820 27.18 $26,104 28.86
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
7D INCOME TAX SETTLEMENT
On September 30, 1993, the Company received notification from the IRS that
settlement of past income tax returns had been reached for fiscal years 1978
through 1990. The IRS settlement resulted in payments of principal and interest
to the Company in 1994 in total amount of approximately $25 million, or $19.4
million after income taxes. The Company has received regulatory authorization
to defer the recognition of the settlement amount in income for fiscal year
1993, and to recognize its portion of the settlement amount in income for fiscal
years 1994 and 1995. The Company has represented to the Commission that, having
received this accounting authorization, it would not file a request for an
increase in base rates before December 1994. The regulatory treatment of the
IRS settlement having been resolved in November 1993, the Company included $12.7
million, or $9.7 million after income taxes, in income in 1994. The amount
after income taxes was included in Other Income -- Miscellaneous. At
September 30, 1994, approximately $12.7 million was included in Deferred Credits
and Other Liabilities -- Other.
As a result of the Commission's accounting authorization, the fiscal year
1995 portion of the settlement amount for the Company was amortized (credited)
to operation expense. The effect was to offset increases in costs that the
Company would incur during the year. In fiscal 1995, the Company amortized
approximately $12.7 million, or $9.7 million after income taxes.
8. ASSETS SUBJECT TO LIEN
The Indenture of Mortgage, dated January 2, 1926, as supplemented, securing
the first and refunding mortgage bonds issued by the Company, constitutes a
direct, first-mortgage lien on substantially all property owned by the Company.
- 34 -
<PAGE>
9. OTHER INCOME - MISCELLANEOUS
<TABLE>
<CAPTION>
For fiscal years ended September 30, 1995 1994 1993
- -------------------------------------------------------------------------------------------------------
(Thousands)
<S> <C> <C> <C>
Amortization of net gain on sale of Peoples Gas Building $ 576 $ 1,151 $1,151
Interest on amounts recoverable from customers 99 2,083 1,361
Income tax settlement (see Note 7D) -- 321 321
Income taxes on income tax settlement (see Note 7D) -- 12,710 --
Amortization of gain on reacquired bonds 317 (3,016) --
Other 168 (382) 238
- -------------------------------------------------------------------------------------------------------
Total other income - miscellaneous $1,160 $12,867 $3,071
- -------------------------------------------------------------------------------------------------------
</TABLE>
10. CAPITAL COMMITMENTS
Total contract and purchase order commitments of the Company at
September 30, 1995, amounted to approximately $4.4 million.
11. SHORT-TERM BORROWINGS AND CREDIT LINES
<TABLE>
<CAPTION>
At September 30, 1995 1994
- ----------------------------------------------------------------
(Thousands)
<S> <C> <C>
Bank Loans
Peoples Gas
8.75% due November 6, 1995 $ 900 $ --
7.75% due December 22, 1994 -- 900
- ----------------------------------------------------------------
Available lines of credit
Unused bank lines $130,150 $130,150
- ----------------------------------------------------------------
</TABLE>
Short-term cash needs of the Company and North Shore Gas are met through
intercompany loans from Peoples Energy, bank loans, and/or the issuance of
commercial paper. The outstanding total amount of bank loans and commercial
paper issuances cannot at any time exceed total bank credit then in effect.
At September 30, 1995 and 1994, the Company and North Shore Gas had
combined lines of credit totaling $131.1 million. Of this amount, North Shore
Gas can borrow up to $30 million. Agreements covering $93.7 million of the
total will expire on June 26, 1996; the agreement covering the remaining $37.4
million will expire on January 31, 1997. Such lines of credit cover projected
short-term credit needs of the Company and North Shore Gas and support the long-
term debt treatment of the Company's adjustable-rate mortgage bonds. (See Note
12B.) Payment for the lines of credit is by fee.
- 35 -
<PAGE>
12. LONG-TERM DEBT
12A Issuance of Bonds
On June 29, 1995, the City of Chicago issued $50 million aggregate
principal amount of 6.10 per cent gas supply refunding revenue bonds, 1995
Series A, which were collateralized by an equal amount of the Company's 30-year
first mortgage bonds. On August 1, 1995, the proceeds were used to redeem
$50 million aggregate principal amount of previously issued gas supply revenue
bonds. Other funds provided by the Company were used for the payment of
expenses of issuance, including the underwriters' fee.
12B Interest-Rate Adjustments
The rate of interest on the City of Joliet 1984 Series C Bonds, which are
secured by the Company's Adjustable-Rate First Mortgage Bonds, Series W, is
subject to adjustment annually on October 1. Owners of the Series C Bonds have
the right to tender such bonds at par during a limited period prior to that
date. The Company is obligated to purchase any such bonds tendered if they
cannot be remarketed. All Series C Bonds that were tendered prior to October 1,
1995, have been remarketed. The interest rate on such bonds is 4 per cent for
the period October 1, 1995, through September 30, 1996.
The rate of interest on the City of Chicago 1993 Series B Bonds, which are
secured by the Company's Adjustable-Rate First Mortgage Bonds, Series EE, is
subject to adjustment annually on December 1. Owners of the Series B Bonds have
the right to tender such bonds at par during a limited period prior to that
date. The Company is obligated to purchase any such bonds tendered if they
cannot be remarketed. The interest rate on such bonds is 4.95 per cent for the
period December 1, 1994, through November 30, 1995.
The Company classifies these adjustable-rate bonds as long-term liabilities
since it would refinance them on a long-term basis if they could not be
remarketed. In order to ensure its ability to do so, the Company established a
$37.4 million three year line of credit with The Northern Trust Company. (See
Note 11.)
12C Sinking Fund Requirements and Maturities
At September 30, 1995, long-term debt sinking fund requirements and
maturities for the next five years are $86.8 million in 1999 and $10.4 million
in 2000.
12D Fair Value of Financial Instruments
At September 30, 1995, the carrying amount of the Company's long-term debt
of $549.2 million had an estimated fair value of $583.8 million. At September
30, 1994, the carrying amount of the Company's long-term debt of $549.2 million
had an estimated fair value of $585.7 million. The estimated fair value of the
Company's long-term debt is based on quoted market prices or yields for issues
with similar terms and remaining maturities. Since the Company is subject to
regulation, any gains or losses related to the difference between the carrying
amount and the fair value of financial instruments would not be realized by the
Company's shareholder. The carrying amount of all other financial instruments
approximates fair value.
- 36 -
<PAGE>
14. QUARTERLY FINANCIAL DATA (UNAUDITED)
The fluctuation in quarterly results is primarily due to the seasonal
nature of the gas distribution business. Results for the first quarter of fiscal
1994 include the recording of one-half of an IRS settlement, in income,
increasing net income by $9.6 million. The fiscal 1995 portion of the
settlement was amortized to operation expense over the entire year. (See Note
7D).
<TABLE>
<CAPTION>
Net Income
Operating Operating Applicable to
Fiscal Quarters Revenues Income Common Stock
- --------------------------------------------------------------------------------
(Thousands)
<S> <C> <C> <C>
1995
Fourth $100,391 $(2,872) $(11,371)
Third 163,725 12,606 3,819
Second 368,148 49,344 39,469
First 266,679 31,494 21,749
1994
Fourth $104,565 $(6,365) $(14,123)
Third 181,164 10,020 1,979
Second 495,246 50,895 41,976
First 330,197 33,347 33,993
</TABLE>
15. EVENTS (UNAUDITED) SUBSEQUENT TO THE AUDITORS' REPORT DATED
NOVEMBER 1, 1995
RATES AND REGULATION
Utility Rate Proceedings
RATE ORDER. On November 8, 1995, subsequent to the date of the auditors'
report, the Commission issued an order approving changes in rates of the Company
that are designed to increase annual revenues by approximately $30.8 million,
exclusive of additional charges for revenue taxes. The Company was allowed a
rate of return on original-cost rate base of 9.19 per cent, which reflects an
11.10 per cent cost of common equity. The new rates were implemented on
November 14, 1995. Various parties, including the Company, filed petitions
for rehearing of the Commission's order. On December 20, 1995, the
Commission denied those petitions. The parties may appeal the Commission's
order to the Illinois Appellate Court. (See Note 2A.)
ENVIRONMENTAL COST RECOVERY. On November 21, 1995, subsequent to the date of
the auditors' report, the Commission entered its order on remand in its
consolidated proceedings regarding the appropriate ratemaking treatment of
environmental costs incurred by Illinois utilities, including the Company and
North Shore Gas, in connection with the investigation and treatment of residues
associated with past manufactured gas operations. Consistent with the Illinois
Supreme Court's April 20, 1995 decision, the Commission, in its order on remand,
reversed its earlier order to allow utilities to recover carrying charges on
such environmental costs incurred on and after April 20, 1995, the date of the
Supreme Court's decision. (See Note 2A.)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
- 37 -
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
IDENTIFICATION OF DIRECTORS
<TABLE>
<CAPTION>
Company
Name, Principal Occupation, Age at Directorship
and Other Directorships 11-30-95 Since
- ------------------------------------------------ -------- ------------
<S> <C> <C>
Kenneth S. Balaskovits 53 1993
Vice President and Controller
of the Company, Peoples Energy,
and North Shore Gas; Director of
North Shore Gas.
J. Bruce Hasch 57 1986
President and Chief Operating Officer of
the Company, Peoples Energy, and North
Shore Gas; Director of Peoples Energy
and North Shore Gas.
James Hinchliff 55 1985
Senior Vice President and General Counsel
of the Company, Peoples Energy,
and North Shore Gas; Director of
North Shore Gas.
Michael S. Reeves 60 1988
Executive Vice President of the Company,
Peoples Energy, and North Shore Gas;
Director of Peoples Energy and
North Shore Gas.
Richard E. Terry 58 1982
Chairman of the Board and Chief Executive
Officer of the Company, Peoples Energy, and
North Shore Gas; Director of Peoples Energy
and North Shore Gas. Mr. Terry is also a
director of Harris Bankcorp, Inc., Harris
Trust and Savings Bank, Bankmont Financial
Corp., and Amsted Industries.
</TABLE>
- 38 -
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY (Continued)
IDENTIFICATION OF EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Position at Age at Position
Name November 30, 1995 11-30-95 Held Since
- ---------------------- ------------------------------- -------- ----------
<S> <C> <C> <C>
Kenneth S. Balaskovits Vice President and Controller 53 1993
Frank H. Blackmore Vice President 60 1989
Emmet P. Cassidy Secretary and Treasurer 62 1989
Patrick J. Doyle Vice President 58 1985
Joan T. Gagen Vice President 44 1994
J. Bruce Hasch President and Chief Operating 57 1990
Officer
James Hinchliff Senior Vice President and 55 1989
General Counsel
John C. Ibach Vice President 48 1992
Thomas J. O'Sullivan Division Vice President 53 1992
Thomas M. Patrick Vice President 49 1989
James D. Pitts, Jr. Vice President 57 1989
Michael S. Reeves Executive Vice President 60 1987
Norman F. Sidler, Jr. Division Vice President 56 1991
Richard E. Terry Chairman of the Board and 58 1990
Chief Executive Officer
</TABLE>
Directors and executive officers of the Company were elected to serve for a
term of one year or until their successors are duly elected and qualified,
except for Messrs. O'Sullivan and Sidler, who were appointed.
There are no family relationships among directors and executive officers of
the Company.
All of the directors and executive officers of the Company have been
continuously employed by the Company and/or its affiliates in various capacities
for at least five years.
- 39 -
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth information concerning annual and long-term
compensation and grants of stock options, stock appreciation rights and
restricted stock awards under Peoples Energy's Long-Term Incentive Compensation
Plan. All compensation was paid by the Company and its affiliates (Peoples
Energy and North Shore Gas) for services in all capacities during the three
fiscal years set forth below, to (1) the Chief Executive Officer and (2) the
four most highly compensated executive officers of the Company other than the
Chief Executive Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
------------------- -------------------------
Restricted All Other
Stock Options/ Compen-
Name and Awards(1)(2) SARs sation(3)
Principal Position Year Salary($) Bonus($) ($) (#) ($)
- ----------------------- ---- --------- -------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Terry 1995 $455,300 $137,200 $137,119 21,400 $12,354
Chairman and 1994 421,250 117,100 113,281 14,400 12,638
Chief Executive Officer 1993 415,000 30,400 110,413 14,600 12,277
J. Bruce Hasch 1995 319,800 61,500 76,606 11,800 9,594
President and 1994 304,500 75,300 73,438 9,400 9,135
Chief Operating Officer 1993 300,000 19,600 71,844 9,600 9,324
Michael S. Reeves 1995 241,100 39,000 48,925 7,600 7,233
Executive Vice 1994 229,500 47,800 47,656 6,200 6,885
President 1993 226,100 12,400 46,131 6,200 6,783
James Hinchliff 1995 241,100 39,000 48,925 7,600 7,233
Senior Vice President 1994 229,500 47,800 47,656 6,200 6,885
and General Counsel 1993 226,100 12,400 46,131 6,200 6,783
Thomas M. Patrick 1995 176,800 39,200 30,900 4,800 5,304
Vice President 1994 167,500 28,100 29,688 3,800 5,025
1993 165,000 7,700 29,494 4,000 4,950
</TABLE>
(1) Restricted stock awards are valued at the closing market price as of the
date of grant. The total number of restricted shares held by the named
executive officers and the aggregate market value of such shares at
September 30, 1995 were as follows: Mr. Terry, 12,825 shares, valued at
$352,688; Mr. Hasch, 7,845 shares, valued at $215,738; Mr. Reeves, 5,190
shares, valued at $142,725; Mr. Hinchliff, 5,190 shares, valued at
$142,725; and Mr. Patrick, 3,220 shares, valued at $88,550. Dividends are
paid on the restricted shares at the same time and at the same rate as
dividends paid to all shareholders of common stock. Aggregate market value
is based on a per share price of $27.50, the closing price of Peoples
Energy's stock on the New York Stock Exchange on September 29, 1995.
- 40 -
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued)
(2) Restricted stock awards granted to date vest in equal annual increments
over a five-year period. If a recipient's employment with the Company
terminates, other than by reason of death, disability, or retirement after
attaining age 65, the recipient forfeits all rights to the unvested portion
of the restricted stock award. In addition, the Compensation-Nominating
Committee (and with respect to the CEO, the Compensation-Nominating
Committee, subject to the approval of the non-management directors) may, in
its sole discretion, accelerate the vesting of any restricted stock awards
granted under the Long-Term Incentive Compensation Plan. Total restricted
stock awarded to the named individuals for 1993 constitutes 10,050 shares,
of which 2,010 shares vested in 1994; 2,010 shares vested in 1995; 2,010
shares will vest in 1996; 2,010 shares will vest in 1997; and the remaining
2,010 shares will vest in 1998. Total restricted stock awarded to the
named individuals for 1994 constitutes 9,975 shares, of which 1,995 shares
vested in 1995; 1,995 shares will vest in 1996; 1,995 shares will vest in
1997; 1,995 shares will vest in 1998; and the remaining 1,995 shares will
vest in 1999. Total restricted stock awarded to the named individuals for
1995 constitutes 13,300 shares of which 2,660 shares will vest in 1996;
2,660 shares will vest in 1997; 2,660 shares will vest in 1998; 2,660
shares will vest in 1999; and the remaining 2,660 shares will vest in 2000.
(3) Company contributions to the Capital Accumulation Plan accounts of the
named executive officers during the above fiscal years. Employee
contributions under the plan are subject to a maximum limitation under the
Internal Revenue Code of 1986. The Company pays an employee who is subject
to this limitation an additional 50 cents for each dollar that the employee
is prevented from contributing solely by reason of such limitation. The
amounts shown in the table above reflect, if applicable, this additional
Company payment.
- 41 -
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued)
<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN FISCAL 1995
INDIVIDUAL GRANTS
------------------------------------------------------
% of Total
Options/SARs
Options/ Granted to Exercise Grant
SARs Employees or Base Date
Granted in Fiscal Price Expiration Present
Name (#)(1) Year (2) ($/Share) Date Value($)(3)
- ------------------- -------- ------------ --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Richard E. Terry 21,400 15% $25.69 05-Oct-04 $97,370
Chairman and
Chief Executive
Officer
J. Bruce Hasch 11,800 8 25.69 05-Oct-04 53,690
President and
Chief Operating
Officer
Michael S. Reeves 7,600 5 25.69 05-Oct-04 34,580
Executive Vice
President
James Hinchliff 7,600 5 25.69 05-Oct-04 34,580
Senior Vice President
and General Counsel
Thomas M. Patrick 4,800 3 25.69 05-Oct-04 21,840
Vice President
</TABLE>
(1) The grant of an Option enables the recipient to purchase Peoples Energy
common stock at a purchase price equal to the fair market value of the
shares on the date the Option is granted. The grant of an SAR enables the
recipient to receive, for each SAR granted, cash in an amount equal to the
excess of the fair market value of one share of Peoples Energy common stock
on the date the SAR is exercised over the fair market value of such common
stock on the date the SAR was granted. Options or SARs that expire
unexercised become available for future grants. Before an Option or SAR
may be exercised, the recipient must complete 12 months of continuous
employment subsequent to the grant of the Option or SAR. Options and SARs
may be exercised within 10 years from the date of grant, subject to earlier
termination in case of death, retirement, or termination of employment.
(2) Based on 71,500 Options and 71,500 SARs granted to all employees during
fiscal 1995.
(3) Present value is determined using a variation of the Black-Scholes Model.
The model assumes: a) that Options and SARs are exercised two years after
the date of grant -- the average time Options and SARs were held by
recipients under Peoples Energy's Long-Term Incentive Compensation Plan
over the past ten years; b) use of an interest rate equal to the interest
rate on a U.S. Treasury security with a maturity date corresponding to the
assumed exercise date; c) a level of volatility calculated using weekly
stock prices for the two years prior to the date of grant; d) that no
adjustments were made for an expected dividend yield; and e) that no
adjustments were made for non-transferability or risk of forfeiture. This
is a theoretical value for the Options and SARs. The amount realized from
an Option or an SAR ultimately depends upon the excess of the market value
of Peoples Energy's stock over the exercise price on the date the option or
SAR is exercised.
- 42 -
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued)
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1995
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Value of Unexercised In-
Unexercised Options/SARs the-Money Options/SARs at
Shares at Fiscal Year-End(#) Fiscal Year-End ($)
Acquired On Value --------------------------- --------------------------
Name Exercise(#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------ ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Terry 0 $0.00 29,000 21,400 $0.00 $38,734
Chairman and
Chief Executive
Officer
J. Bruce Hasch 0 0.00 19,000 11,800 0.00 21,358
President and
Chief Operating
Officer
Michael S. Reeves 0 0.00 12,400 7,600 0.00 13,756
Executive Vice
President
James Hinchliff 0 0.00 12,400 7,600 0.00 13,756
Senior Vice President
and General Counsel
Thomas M. Patrick 0 0.00 7,800 4,800 0.00 8,688
Vice President
</TABLE>
- 43 -
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION (Continued)
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service
Average Annual ---------------------------------------------------------------
Compensation 20 25 30 35 40
- -------------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
$150,000 $54,872 $68,590 $82,308 $91,683 $101,058
200,000 74,872 93,590 112,308 124,808 137,308
250,000 94,872 118,590 142,308 157,933 173,558
300,000 114,872 143,590 172,308 191,058 209,808
350,000 134,872 168,590 202,308 224,183 246,058
400,000 154,872 193,590 232,308 257,308 282,308
450,000 174,872 218,590 262,308 290,433 318,558
500,000 194,872 243,590 292,308 323,558 354,808
550,000 214,872 268,590 322,308 356,683 391,058
600,000 234,872 293,590 352,308 389,808 427,308
650,000 254,872 318,590 382,308 422,933 463,558
</TABLE>
The above table illustrates various annual straight-life benefits at normal
retirement (age 65) for the indicated levels of average annual compensation and
various periods of service, assuming no future changes in Peoples Energy's
pension benefits. The compensation used in the computation of annual retirement
benefits is substantially equivalent to the salary and bonus reported in the
Summary Compensation Table. The benefit amounts shown reflect reduction for
applicable Social Security benefits.
Average annual compensation is the average 12-month compensation for the
highest 60 consecutive months of the last 120 months of service prior to
retirement. Compensation is total salary paid to an employee by the Company
and/or its affiliates, including bonuses under Peoples Energy's Short-Term
Incentive Compensation Plan, pre-tax contributions under Peoples Energy's
Capital Accumulation Plan, pre-tax contributions under Peoples Energy's Health
and Dependent Care Spending Accounts Plan, and pre-tax contributions for life
and health care insurance, but excluding moving allowances, exercise of stock
options and SARs, and other compensation that has been deferred.
At September 30, 1995, the credited years of retirement benefit service for
the individuals listed in the Summary Compensation Table were as follows: Mr.
Terry, 31 years; Mr. Hasch, 35 years; Mr. Reeves, 39 years; Mr. Hinchliff, 23
years; and Mr. Patrick, 19 years. The benefits shown in the foregoing table are
subject to maximum limitations under the Employee Retirement Income Security Act
of 1974, as amended, and the Internal Revenue Code of 1986, as amended. Should
these benefits at the time of retirement exceed the then-permissible limits of
the applicable Act, the excess would be paid by the Company as supplemental
pensions pursuant to Peoples Energy's Supplemental Retirement Benefit Plan. The
benefits shown give effect to these supplemental pension benefits.
- 44 -
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At November 30, 1995, voting securities of the Company were beneficially
owned as follows:
<TABLE>
<CAPTION>
Title of Number of Per Cent of
Class Name and Address Shares Owned Class
- ------------ ----------------------------- ------------ -----------
<S> <C> <C> <C>
Common Stock Peoples Energy Corporation
without 130 East Randolph Drive
par value Chicago, Illinois 60601-6207 24,817,566 100
---------- ---
---------- ---
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
No equity securities of the Company are beneficially owned directly or
indirectly by any director or officer of the Company.
Shares of common stock, without par value, of Peoples Energy beneficially
owned directly or indirectly by all directors and certain executive officers of
the Company and all directors and executive officers of the Company as a group
at November 30, 1995, are as follows:
<TABLE>
<CAPTION>
Shares of Peoples Energy
Common Stock Beneficially
Name Owned at November 30, 1995 (1)
----------------------- ------------------------------
<S> <C>
Kenneth S. Balaskovits* 11,980 (2)(3)
J. Bruce Hasch* 47,127 (2)(3)
James Hinchliff* 31,595 (2)(3)
Thomas M. Patrick 14,458 (2)(3)
Michael S. Reeves* 36,246 (2)(3)
Richard E. Terry* 69,504 (2)(3)
All directors and officers of the Company
as a group, including those named above
(14 in number) 330,432 (1)(2)(3)
</TABLE>
* Director of the Company
(1) The total of 330,432 shares held by all directors and executive officers as
a group is less than one per cent of Peoples Energy's outstanding common
stock. Unless otherwise indicated, each individual has sole voting and
investment power with respect to the shares of common stock attributed to
him in the table.
(2) Includes shares that the following have a right to acquire within 60 days
following November 30, 1995, through the exercise of stock options granted
under Peoples Energy's Long-Term Incentive Compensation Plan: Messrs.
Balaskovits, 5,500; Hasch, 15,400; Hinchliff, 10,000; Patrick, 6,300;
Reeves, 10,000; Terry, 25,200; and all executive officers of the Company,
as a group, 140,200.
- 45 -
<PAGE>
(3) Includes shares of restricted stock awarded under Peoples Energy's Long-
Term Incentive Compensation Plan, the restrictions on which had not lapsed
at November 30, 1995, as follows: Messrs. Balaskovits, 2,970; Hasch,
8,240; Hinchliff, 5,290; Patrick, 3,355; Reeves, 5,290; Terry, 14,055; and
all executive officers as a group, 45,665. Owners of shares of restricted
stock have the right to vote such shares and to receive dividends thereon,
but have no investment power with respect to such shares until the
restrictions thereon lapse.
CHANGES IN CONTROL
None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company provides general corporate and support services to Peoples
Energy pursuant to an Intercompany Service Agreement (Agreement), the terms of
which were approved by the Commission. In fiscal 1995, the Company furnished
general corporate services in the amount of $3,799,257 and support services in
the amount of $92,979 to Peoples Energy under the Agreement.
- 46 -
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) 1. Financial Statements: Page
See Part II, Item 8. 16
2. Financial Statement Schedules:
Schedule
Number
--------
VIII Valuation and Qualifying Accounts 48
3. Exhibits:
See Exhibit Index on page 50.
(b) Reports on Form 8-K filed during the final quarter of fiscal year 1995:
None.
- 47 -
<PAGE>
SCHEDULE VIII
THE PEOPLES GAS LIGHT AND COKE COMPANY AND SUBSIDIARY COMPANIES
VALUATION AND QUALIFYING ACCOUNTS
(Thousands)
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
- ------------------------------------------------- ------------ --------- -------------------- --------
Additions Deductions
--------- -------------------- --------
Charged Charges for the
Balance to costs purpose for which the Balance
at beginning and reserves or deferred at end of
Description of period expenses credits were created period
- ------------------------------------------------- ------------ --------- --------------------- ---------
<S> <C> <C> <C> <C>
Fiscal Year Ended September 30, 1995
RESERVES (deducted from assets in balance sheet):
Uncollectible items $23,400 $22,063 $27,148 $18,315
Fiscal Year Ended September 30, 1994
RESERVES (deducted from assets in balance sheet):
Uncollectible items $18,934 $31,162 $26,696 $23,400
Fiscal Year Ended September 30, 1993
RESERVES (deducted from assets in balance sheet):
Uncollectible items $16,169 $21,693 $18,928 $18,934
</TABLE>
- 48 -
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
THE PEOPLES GAS LIGHT AND COKE COMPANY
Date: December 21, 1995 By: /s/ RICHARD E. TERRY
---------------------------------
Richard E. Terry
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated on December 21, 1995.
/s/ RICHARD E. TERRY Chairman of the Board and Chief Executive
- -----------------------------
Richard E. Terry Officer and Director
(Principal Executive Officer)
/s/ KENNETH S. BALASKOVITS Vice President and Controller and Director
- -------------------------------
Kenneth S. Balaskovits (Principal Financial and Accounting Officer)
/s/ J. BRUCE HASCH Director
- -----------------------------
J. Bruce Hasch
/s/ JAMES HINCHLIFF Director
- -----------------------------
James Hinchliff
/s/ MICHAEL S. REEVES Director
- -----------------------------
Michael S. Reeves
- 49 -
<PAGE>
THE PEOPLES GAS LIGHT AND COKE COMPANY AND SUBSIDIARY COMPANIES
EXHIBIT INDEX
(a) The exhibits listed below are filed herewith and made a part hereof:
Exhibit
Number Description of Document
------- -------------------------------------------------------------
3(a) Amendment to the Articles of Incorporation of the Registrant,
dated April 24, 1995.
3(b) Articles of Incorporation of the Registrant, as last amended,
dated April 24, 1995.
4 Supplemental Indenture dated June 1, 1995.
10(a) ETS Service Agreement between the Company and ANR Pipeline
Company, dated September 21, 1994.
10(b) FSS Service Agreement between the Company and ANR Pipeline
Company, dated September 21, 1994.
10(c) Storage Rate Schedule NSS Agreement between the Company and
Natural Gas Pipeline Company of America, dated
October 19, 1995.
10(d) Transportation Rate Schedule FTS Agreement between the Company
and Natural Gas Pipeline Company of America, dated
October 19, 1995.
10(e) Storage Rate Schedule DSS Agreement between the Company and
Natural Gas Pipeline Company of America, dated
December 1, 1995.
10(f) Transportation Rate Schedule FTS Agreement between the Company
and Natural Gas Pipeline Company of America, dated
December 1, 1995.
10(g) Firm Transportation Service Agreement Under Rate Schedule FT
between the Company and Trunkline Gas Company, dated as of
April 1, 1995.
10(h) Quick Notice Transportation Service Agreement Under Rate Schedule
QNT between the Company and Trunkline Gas Company, dated as of
December 1, 1995.
10(i) Quick Notice Transportation Service Agreement Under Rate Schedule
QNT between the Company and Trunkline Gas Company, dated as of
December 1, 1995.
12 Statement re: Computation of Ratio of Earnings to
Fixed Charges.
27 Financial Data Schedule
- 50 -
<PAGE>
THE PEOPLES GAS LIGHT AND COKE COMPANY AND SUBSIDIARY COMPANIES
EXHIBIT INDEX (Continued)
(b) Exhibits listed below have been filed heretofore with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended,
and/or the Securities Exchange Act of 1934, as amended, and are
incorporated herein by reference. The file number and exhibit number of
each such exhibit are stated in the description of such exhibits.
3(c) By-Laws of the Registrant, as amended on December 7, 1994
(Registrant Form 10-K for fiscal year ended September 30,
1994, Exhibit 3(d)).
4(a) First and Refunding Mortgage, dated January 2, 1926, from
Chicago By-Product Coke Company to Illinois Merchants Trust
Company, Trustee, assumed by the Company by Indenture dated
March 1, 1928 (May 17, 1935, Exhibit B-6a, Exhibit B-6b A-2
File No. 2-2151, 1936); Supplemental Indenture dated as of
May 20, 1936, from the Company to Continental Illinois
National Bank and Trust Company of Chicago, Trustee (Form 8-K
for the year 1936, Exhibit B-6f); Supplemental Indenture
dated as of March 10, 1950 (Form 8-K for the month of March
1950, Exhibit B-6i); Supplemental Indenture dated as of
June 1, 1951 (File No. 2-8989, Post-Effective, Exhibit 7-
4(b)); Supplemental Indenture dated as of July 15, 1966 (Form
8-K for the month of July 1966, Exhibit 2); Supplemental
Indenture dated as of August 15, 1967 (File No. 2-26983,
Post-Effective, Exhibit 2-4); Supplemental Indenture dated as
of September 15, 1970 (File No. 2-38168, Post-Effective
Exhibit 2-2); Supplemental Indenture dated as of April 1,
1972 (File No. 2-43367, Post-Effective Exhibit 2-2);
Supplemental Indenture dated as of July 15, 1973 (File No. 2-
48430, Exhibit 4-2); Supplemental Indenture dated as of June
1, 1984, Exhibit 4-1, Supplemental Indenture dated June 1,
1984, Exhibit 4-2, Supplemental Indenture dated
October 1, 1984, Exhibit 4-3 (Form 10-K for fiscal year ended
September 30, 1984); Supplemental Indentures dated March 1,
1985, Exhibits 4-1, 4-2, 4-3, 4-4, respectively (Form 10-K
for fiscal year ended September 30, 1985); Supplemental
Indenture dated May 1, 1990 (Form 10-K for the fiscal year
ended September 30, 1990, Exhibit 4); Supplemental Indenture
dated as of April 1, 1993 (Form 8-K dated as of May 5, 1933,
Exhibit 1); Supplemental Indenture dated as of
December 1, 1993 (Form 10-Q for the quarterly period ended
December 31, 1993, Exhibit 4(a)); Supplemental Indenture
dated as of December 1, 1993 (Form 10-Q for the quarterly
period ended December 31, 1993, Exhibit 4(b)).
10(j) Firm Transportation Service Agreement Under Rate Schedule FTS
between the Company and Natural Gas Pipeline Company of
America, dated as of August 13, 1990 (Registrant Form 10-K
for the fiscal year ended September 30, 1993, Exhibit 10(b));
Firm Transportation Service Agreement Under Rate Schedule FTS
between the Company and Natural Gas Pipeline Company of
America, dated as of October 8, 1990 (Registrant Form 10-K
for the fiscal year ended September 30, 1993, Exhibit 10(c));
Firm Transportation Service Agreement Under Rate Schedule FTS
between the Company and Natural Gas Pipeline Company of
America, dated as of January 1, 1992 (Registrant Form 10-K
for the fiscal year ended September 30, 1993, Exhibit 10(e));
Firm Transportation Service Agreement Under Rate Schedule FTS
between the Company and Natural Gas Pipeline Company of
America, dated as of January 1, 1992 (Registrant Form 10-K
for the fiscal year ended September 30, 1993, Exhibit 10(f));
Firm Transportation Service Agreement Under Rate Schedule FTS
between the Company and Natural Gas Pipeline Company of
America, dated as of
- 51 -
<PAGE>
THE PEOPLES GAS LIGHT AND COKE COMPANY AND SUBSIDIARY COMPANIES
EXHIBIT INDEX (Continued)
10(j) January 1, 1992 (Registrant Form 10-K for the fiscal year
cont'd ended September 30, 1993, Exhibit 10(g)); Firm Transportation
Service Agreement Under Rate Schedule FTS between the Company
and Natural Gas Pipeline Company of America, dated as of
February 1, 1992 (Registrant Form 10-K for the fiscal year
ended September 30, 1993, Exhibit 10(h)); Firm Transportation
Service Agreement Under Rate Schedule FT between the Company
and Trunkline Gas Company, dated as of December 1, 1993
(Registrant Form 10-K for the fiscal year ended September 30,
1994, Exhibit 10).
10(k) Lease dated October 20, 1993, between Prudential Plaza
Associates, as Landlord, and the Company, as Tenant
(Registrant Form 10-Q for the quarterly period ended
December 31, 1993, Exhibit 10(a)).
- 52 -
<PAGE>
File Number 0765-845-1
----------
95274971
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE PEOPLES
GAS LIGHT AND COKE COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS
HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE
BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois, at the City of Springfield, this 24TH day of
APRIL A.D. 1995 and of the Independence of the United States the two hundred and
19TH.
(seal of the state of Illinois) /s/George H. Ryan
(Aug. 26th 1818) Secretary of State
<PAGE>
ARTICLES OF AMENDMENT
Form BCA-10.3 File # 0765-845-1
(Rev. Jan. 1995) ---------------------
SUBMIT IN DUPLICATE
This space for use by
George H. Ryan FILED Secretary of State
Secretary of State APR 24 1995 Date 04-24-95
Department of Business Services GEORGE H. RYAN ---------
Springfield, IL 62756 SECRETARY OF STATE Franchise Tax
Telephone (217) 782-1832 Filing Fee* $25.00
------
Penalty
Approved: MA
--------
Remit payment in check or money order, payable to "Secretary of State."
* The filing fee for articles of amendment - $25.00
1. CORPORATE NAME: The Peoples Gas Light and Coke Company
--------------------------------------
(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on MARCH 22, 1995 in the manner indicated below. ("X" one box only)
[ ] By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
(Note 3)
[ ] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by shareholders having not less than the minimum number of votes
required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given notice
in accordance with Section 7.10;
(Notes 4 & 5)
[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by all the shareholders entitled to vote on this amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:
-----------------------------------------------------------------
(NEW NAME)
All other changes other than name, include on page 2
(over)
EXPEDITED
APR 24 1995
SECRETARY OF STATE
<PAGE>
(b) (If Amendment affects the corporate purpose, the amended purpose is
required to be set forth in its entirety. If there is not sufficient space to
do so, add one or more sheets of this size.)
(See attached pages)
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of the number
of authorized shares of any class below the number of issued shares of that
class, provided for or effected by this amendment, is as follows: (If not
applicable, insert "No change")
No change.
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces the
terms Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) is as follows: (If not applicable, insert "No change")
No change.
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these accounts)
as changed by this amendment is as follows: (If not applicable, insert "No
change")
No change.
Before Amendment After Amendment
Paid-in Capital $_______________ $______________
(Complete either item 6 or 7 below. All signatures must be in BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.
Dated April 20, 1995 The Peoples Gas Light and Coke Company
-------- -- --------------------------------------
(Exact Name of Corporation at date
of execution)
attested by by
---------------- -----------------------
/s/E. P. Cassidy /s/Kenneth S. Balaskovits
---------------- -------------------------
(Signature of Secretary) (Signature of Vice President)
Kenneth S. Balaskovits,
Emmet P. Cassidy, Secretary Vice President
--------------------------- ------------------------
(Type or Print Name and (Type or Print Name and Title)
Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and there
are no officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.
The undersigned affirms, under the penalties of perjury, that the facts stated
herein are true.
Dated , 19
-------- --
- --------------------------------- --------------------------------------
- --------------------------------- --------------------------------------
- --------------------------------- --------------------------------------
- --------------------------------- --------------------------------------
Page 3
<PAGE>
The Charter is amended by adding the following paragraphs thereto:
No director of the corporation shall be liable to the corporation or to the
shareholders of the corporation for monetary damages for breach of fiduciary
duty as a director, provided that this paragraph shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its shareholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of the law,
(iii) under Section 8.65 of the Illinois Business Corporation Act of 1983, as
amended, or (iv) for any transaction from which the director derived an improper
personal benefit. This paragraph shall not eliminate or limit the liability of
a director of the corporation for any act or omission occurring before the date
on which this paragraph becomes effective. Any repeal or modification of this
paragraph 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.
The corporation shall indemnify, to the fullest extent permitted under the laws
of the State of Illinois and any other applicable laws, as they now exist or as
they may be amended in the future, any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, an action by or in the right of the
corporation), by reason of the fact that he or she is or was a director, officer
or employee of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding.
Expenses incurred by such a director, officer or employee in defending a civil
or criminal action, suit or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding to the
fullest extent permitted under the laws of the State of Illinois and any other
applicable laws, as they now exist or as they may be amended in the future.
The board of directors may, by resolution, extend the provisions set forth
herein regarding indemnification and the advancement of expenses to any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact he or she
is or was an agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The indemnification and advancement of expenses provided by or granted hereunder
is not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled.
The indemnification and advancement of expenses provided by or granted hereunder
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of that person.
The Board of Directors of the corporation shall consist of not less than three
individuals. Subject to such limitation, the Board of Directors of the
corporation shall consist of such number of directors as shall be set forth in
the by-laws, which number may be increased or decreased by amendment to the by-
laws from time to time. A director need not be a shareholder of the corporation
unless the by-laws so prescribe or unless required by the laws of the State of
Illinois or any other applicable laws.
<PAGE>
An act to incorporate the People's Gas Light and Coke Company.
Section 1. 'Be it enacted by the People of the State of Illinois, represented
in the General Assembly, That Matthew Laflin, L. C. Paine Freer, A. G. Throop,
D. A. Gage, Jno. S. Wallace, Geo. W. Snow, H. B. Bay and R. H. Foss and their
associates be and they are hereby created a body politic and corporate, with
perpetual succession, by the name and style of "The People's Gas Light and Coke
Company," and by that name they and their successors shall be capable in law of
contracting and being contracted with, suing and being sued, defending and being
defended in all courts and places and in all matters and places whatsoever, with
full powers to acquire, hold, occupy and enjoy all such real and personal estate
as may be necessary and proper for the construction, extension and usefulness of
the works of said Company, and for the management and good government of the
same; and they may have a common seal, and the same may alter, break and renew
at pleasure.
Section 2. The corporation hereby created shall have full power and authority,
forthwith upon their due organization under this act, to proceed to the erection
of the necessary works for the manufacture of gas and coke, within said City of
Chicago and on and after the 12th day of February, A. D., 1859, to manufacture
and sell gas, to be made from any or all the substances or a combination
thereof, from which inflammable gas is usually obtained, and to be used for the
purpose of lighting the City of Chicago or the streets thereof and any
buildings, manufactories, public places or houses therein contained, and to
erect all necessary works and apparatus as aforesaid; and on and after the said
12th day of February, 1859, or sooner, by and with the consent of the Chicago
Gas Light and Coke Company, to lay pipes for the purpose of conducting the gas
in any of the streets or avenues of said city, with the consent of the City
Council: Provided, that no permanent injury or damage shall be done to any
street, lane or highway in said city. The real estate which this corporation is
entitled to hold shall not exceed in value One hundred thousand dollars.
Section 3. The capital stock of said company shall not exceed Five hundred
thousand dollars, to be subscribed for and paid in such proportions as shall be
prescribed by the by-laws and rules for regulating the concerns of said Company
as they shall think proper and necessary respecting the management and
disposition of the stock, property and estate of said Company, the duties of the
officers and agents to be employed, the number and election of directors, and
all such matters as appertain to the concerns of said Company.
Section 4. It is an express provision of the foregoing act of incorporation
that the said Company shall furnish and supply to the City of Chicago, for all
its public uses, at the election of the proper authorities of said city, a
sufficient supply of gas, at a rate not exceeding two dollars per thousand feet;
and the inhabitants of said city, at a rate not exceeding two dollars and fifty
cents per thousand feet"
/s/T. Turner
Speaker of the House of Representatives
/s/G. Kolman
Speaker of the Senate
Approved February 12th 1855
/s/Matteson
An Act to amend an Act entitled "An Act to incorporate the People's Gas Light
and Coke Company," Approved February 12, 1855.
<PAGE>
Section 1. Be it enacted by the people of the state of Illinois, represented in
the General Assembly, That the second section of said act be and the same is
hereby so amended as to read as follows, viz.: The corporation hereby created
shall have full power and authority forthwith to proceed to the erection and
maintenance of the necessary works for the manufacture of gas and coke within
said City of Chicago, and to manufacture, supply and sell gas, to be made from
any and all substances or a combination thereof, from which inflammable gas is
usually obtained, and to be used for the purpose of lighting the City of
Chicago, any streets, buildings, manufactories, public places or houses therein
contained, and to erect and use all necessary works and apparatus for such
purposes aforesaid, and with the Consent of the Common Council of said City, to
lay down and use all necessary pipes for the conducting of gas in and along any
of the streets, alleys, avenues or public squares of said City: Provided, That
no permanent injury or damage shall be done to any such street, alley, avenue or
public square by the laying down of any such pipes.
Section 2. That section three of the said act be and the same is hereby so
amended as to read as follows, viz.: The Capital stock of said company shall be
Five Hundred Thousand Dollars, and may be increased from time to time, at the
pleasure of said corporation; it may be divided into such shares, subscribed
for, paid and transferred in such proportions and manner as shall be prescribed
by the by-laws and regulations of said Company.
Section 3. All the corporate powers of said corporation shall be vested in and
exercised by a Board of Directors, and such officers and agents as said board
shall appoint. The Board of directors shall consist of not less than three nor
more than five stockholders, who shall be chosen by the stockholders at such
time and in such manner as the said corporation by its by-laws prescribe, and
shall hold their office until their successors are elected and qualified, and
may fill any vacancies which may happen in the Board of Directors by death,
resignation or otherwise; they may adopt such by-laws, rules and regulations for
the government of said corporation and the management of its affairs and
business as they may think proper, not inconsistent with the laws of this State,
and the fourth section of said act is hereby repealed; but ten years after the
passage of this act the Common Council of the City of Chicago may, by resolution
or ordinance, regulate the prices charged by said Company for gas; but said
Common Council of the City of Chicago shall in no case be authorized to compel
the said Company to furnish gas at a less rate than three dollars per thousand
feet.
Section 4. The said corporation is hereby authorized to borrow money and to
mortgage or lease any of its property or franchises.
Section 5. This act shall be deemed a public act, and noticed as such by all
courts without pleading, and take effect from after its passage.
/s/Allenle Fuller
-----------------
Speaker of House of Representatives
Approved February 7, 1865
/s/Richard J. Oglesby /s/M. Brojs
- --------------------- -----------
Speaker of the Senate
<PAGE>
CERTIFICATE OF
CONSOLIDATION AND MERGER.
KNOW ALL MEN BY THESE PRESENTS, That I, CORNELIUS K. G. BILLINGS,
President of THE PEOPLE'S GAS LIGHT AND COKE COMPANY, do hereby certify that the
Chicago Gas Light and Coke Company, Consumers Gas Company, The Equitable Gas
Light and Fuel Company of Chicago, Suburban Gas Company, Lake Gas Company,
Illinois Light, Heat and Power Company, and the Chicago Economic Fuel Gas
Company have been consolidated and merged into THE PEOPLE'S GAS LIGHT AND COKE
COMPANY, under and in pursuance to an Act of the General Assembly of the State
of Illinois, entitled "An Act in relation to gas companies," approved June 5,
1897, and in force July 1, 1897.
IN WITNESS WHEREOF, I have hereunto set my hand and attached the
corporate seal of The People's Gas Light and Coke Company, this 2d day of
August, 1897, under and by authority of the Board of Directors, approved by the
Stockholders, of said The People's Gas Light and Coke Company.
(CORPORATE /s/C. K. G. Billings
SEAL) ---------------------
President.
STATE OF ILLINOIS,)
) ss.
Cook County. )
CORNELIUS K. G. BILLINGS, being duly sworn, deposes and says that he
is the President of The People's Gas Light and Coke Company, mentioned in the
foregoing Certificate of Consolidation and Merger; that he knows the corporate
seal of said Company;
<PAGE>
that the corporate seal affixed to the foregoing Certificate is such corporate
seal and was so affixed by deponent, and that deponent subscribed his name
thereto as President under and by authority of the Board of Directors, approved
by the Stockholders, of said The People's Gas Light and Coke Company.
And deponent says that said Certificate so subs him and to which said
corporate seal is affixed is true, in substance and in fact.
/s/C. K. G. Billings
--------------------
President.
Subscribed and sworn to before me this 2nd day of August A. D. 1897.
/s/George W. Holmes
-------------------
Notary Public.
PEOPLES GAS LIGHT AND COKE COMPANY
CONSOLIDATION
Box 765 No. 37845
FILED
AUG 8
1897
/s/James A. Rose
SEC'Y OF STATE
<PAGE>
THE PEOPLE'S GAS LIGHT AND COKE COMPANY hereby certifies that at the
annual meeting of the Stockholders of said People's Gas Light and Coke Company,
held at the office of the Company on the 2d day of August, A. D. 1897, the
capital stock of said People's Gas Light and Coke Company was increased from
four million dollars, represented by forty thousand shares of the par value of
one hundred dollars each, to twenty-five million dollars, represented by two
hundred and fifty thousand shares of the par value of one hundred dollars each.
That said increase in the capital stock of said People's Gas Light and Coke
Company was made under the power contained in the charter of said People's Gas
Light and Coke Company granted by the Legislature of the State of Illinois, and
approved February 7th, 1865.
That said increase in the capital stock of said People's Gas Light and
Coke Company was had at the annual 1897 meeting of the Stockholders of said
Company, at which meeting the entire capital stock outstanding of said Company
was represented, and that all of the shares of stock represented at said meeting
voted in favor of the adoption of a resolution increasing the capital stock of
said People's Gas Light and Coke Company from four million dollars to twenty-
five million dollars.
IN WITNESS WHEREOF, The People's Gas Light and Coke Company has caused
this certificate to be made and its corporate seal to be hereunto attached, and
to be verified by the affidavit of the President of the corporation, this 2d day
of August, A. D. 1897.
<PAGE>
STATE OF ILLINOIS, )
) ss.
COUNTY OF COOK. )
CORNELIUS K. G. BILLINGS, being first duly sworn, states on oath:
That he is the President of The People's Gas Light and Coke Company;
that he has read the foregoing certificate, attached to which is the seal of
said Company, and that the facts stated in said certificate are true of his own
knowledge. That said certificate was made by order of the Stockholders of said
People's Gas Light and Coke Company, and the corporate seal attached thereto by
the like order of said Stockholders.
And further affiant saith not.
/s/C. K. G. Billings
Subscribed and sworn to before me, this 2d day of August, A. D. 1897.
(NOTARY /s/Edward J. E. Ward
SEAL) --------------------
Notary Public.
PEOPLE'S GAS LIGHT AND COKE COMPANY
CERTIFICATE OF INCREASE
CAPITAL STOCK
From 4,000,000.
To 25,000,000.
Box 765 No. 37845
FILED
AUG 3
1897
/s/James A. Rose
SEC'Y OF STATE
<PAGE>
CERTIFICATE OF
CONSOLIDATION AND MERGER.
KNOW ALL MEN BY THESE PRESENTS, that I, Cornelius K. G. Billings,
President of The People's Gas Light & Coke Company, do hereby certify that the
Mutual Fuel Gas Company, under an Agreement of Consolidation, dated January 10,
1898, has been consolidated and merged into The People's Gas Light & Coke
Company, under and in pursuance to an Act of the General Assembly of the State
of Illinois, entitled "An Act in Relation to Gas Companies," approved June 5th,
1897, and in force July 1st, 1897.
IN WITNESS WHEREOF, I have hereunto set my hand and attached the
corporate seal of The People's Gas Light & Coke Company, this 10th day of
February, 1898, under and by authority of the Board of Directors, approved by
the stockholders of said The People's Gas Light & Coke Company.
/s/Cornelius K. G. Billings
---------------------------
President.
State of Illinois, )
) ss.
County of Cook. )
Cornelius K. G. Billings, being duly sworn, deposes and says that he
is the President of The People's Gas Light & Coke Company, mentioned in the
foregoing certificate of consolidation and merger; that he knows the corporate
seal of said Company; that the corporate seal affixed to the foregoing
certificate is said corporate seal, and was so affixed by deponent and that
deponent subscribed his name thereto, as President, under and by authority of
the Board of Directors, approved by the stockholders of said The People's Gas
Light & Coke Company. And deponent says that said certificate, so subscribed by
him, and to which said corporate seal is affixed, is true, in substance and in
fact.
/s/Cornelius K. G. Billings
President.
Subscribed and sworn to before me
this 21st day of February, A. D. 1898.
/s/Edward J. E. Ward
- --------------------
Notary Public.
<PAGE>
CERTIFICATE OF
CONSOLIDATION AND MERGER
of The People's Gas Light &
Coke Company and the Mutual
Fuel Gas Company.
Box 765 No. 37845
FILED
FEB 21
1898
/s/James A. Rose
SEC'Y OF STATE
CERTIFICATE OF
CONSOLIDATION AND MERGER.
KNOW ALL MEN BY THESE PRESENTS, that I, Cornelius K. G. Billings,
President of The People's Gas Light & Coke Company, do hereby certify that the
Hyde Park Gas Company, under an Agreement of Consolidation, dated January 10,
1898, has been consolidated and merged into The People's Gas Light & Coke
Company, under and in pursuance to an Act of the General Assembly of the State
of Illinois, entitled "An Act in Relation to Gas Companies," approved June 5th,
1897, and in force July 1st, 1897.
IN WITNESS WHEREOF, I have hereunto set my hand and attached the
corporate seal of The People's Gas Light & Coke Company, this 10th day of
February, 1896, under and by authority of the Board of Directors, approved by
the stockholders of said The People's Gas Light & Coke Company.
/s/Cornelius K. G. Billings
---------------------------
President.
<PAGE>
State of Illinois, )
) ss.
County of Cook.
Cornelius K. G. Billings, being duly sworn, deposes and says that he
is the President of The People's Gas Light & Coke Company, mentioned in the
foregoing certificate of consolidation and merger; that he knows the corporate
seal of said Company; that the corporate seal affixed to the foregoing
certificate is said corporate seal, and was so affixed by deponent and that
deponent subscribed his name thereto, as President, under and by authority of
the Board of Directors, approved by the stockholders of said The People's Gas
Light & Coke Company. And deponent says that said certificate, so subscribed by
him, and to which said corporate seal is affixed, is true, in substance and in
fact.
/s/Cornelius K. G. Billings
---------------------------
President.
Subscribed and sworn to before me
this 21st day of February, A. D. 1898.
/s/Edward J. E. Ward
- --------------------
Notary Public.
CERTIFICATE OF
CONSOLIDATION AND MERGER
of The People's Gas Light &
Coke Company and the Hyde Park
Gas Company.
Box 765 No. 37845
FILED
FEB 24
1898
/s/James A. Rose
SEC'Y OF STATE
<PAGE>
THIS IS TO CERTIFY that The People's Gas Light and Coke Company, a
corporation organized under an Act of the General Assembly of the State of
Illinois entitled, "An Act to Incorporate The People's Gas Light and Coke
Company," approved February 12th, 1855, as amended by an Act entitled, "An Act
to Amend an Act Entitled 'An Act to Incorporate The People's Gas Light and Coke
Company,' " approved February 7th, 1865, has, under and by virtue of the power
and authority conferred by said Acts, increased the capital stock of said The
People's Gas Light and Coke Company by a vote of its Directors, duly ratified by
the Stockholders of said Company, from twenty-five million dollars
($25,000,000)--being two hundred and fifty thousand (250,000) shares, of the par
value of one hundred dollars ($100) each--to thirty million dollars
($30,000,000)--being three hundred thousand (300,000) shares, of the par value
of one hundred dollars ($100) each, and being an increase in the capital stock
of said Company of five million dollars ($5,000,000), divided into fifty
thousand (50,000) shares, of the par value of one hundred dollars ($100) each.
AS WITNESS the signature of The People's Gas Light and Coke Company,
by its President, and the seal of said corporation, this Twenty-First day of
November, A. D. 1898.
THE PEOPLE'S GAS LIGHT AND COKE COMPANY,
/s/C. K. G. Billings
--------------------
Its President.
State of Illinois, )
) ss.
County of Cook. )
C. K. G. Billings, being duly sworn, deposes and says, that he is the
President of The People's Gas Light and Coke Company, and as such President has
signed and executed on behalf of said Company the foregoing certificate of the
increase of the capital stock of said corporation; that the seal attached to
the foregoing certificate is the corporate seal of The People's Gas Light and
Coke Company, and that said certificate is true and correct, to affiant's
knowledge.
/s/C. K. G. Billings
--------------------
Subscribed and sworn to before me
this 21st day of November, A. D. 1898.
/s/Wells M. Cook
- ----------------
Notary Public.
<PAGE>
CERTIFICATE OF INCREASE
of the
CAPITAL STOCK
of
THE PEOPLE'S GAS LIGHT AND COKE
C O M P A N Y.
From $25,000,000.
To $30,000,000.
Box 765 No. 37845
CERTIFICATE OF CONSOLIDATION AND MERGER.
KNOW ALL MEN BY THESE PRESENTS, That I, CORNELIUS K. G. BILLINGS,
President of The People's Gas Light & Coke Company, DO HEREBY CERTIFY, that The
Calumet Gas Company has been consolidated and merged into The People's Gas Light
& Coke Company, under and in pursuance of an Act of the General Assembly of the
State of Illinois, entitled, "An Act in relation to Gas Companies," approved
June 5th, 1897, in force July 1st, 1897.
IN WITNESS WHEREOF, I have hereunto set my hand and attached the
corporate seal of The People's Gas Light & Coke Company this 23rd day of
December, 1898, under and by authority of the Board of Directors, approved by
the stockholders of said The People's Gas Light & Coke Company.
/s/Cornelius K. G. Billings
---------------------------
President.
(CORPORATE
SEAL)
<PAGE>
State of Illinois, )
) ss.
Cook County )
CORNELIUS K. G. BILLINGS, being duly sworn, deposes and says that he
is the President of The People's Gas Light & Coke Company, mentioned in the
foregoing certificate of consolidation and merger; that he knows the corporate
seal of said Company; that the corporate seal affixed to the foregoing
certificate is such corporate seal, and was so affixed by deponent, and that
deponent subscribed his name thereto as President under and by authority of the
Board of Directors, approved by the stockholders of said The People's Gas Light
& Coke Company.
And deponent says that said certificate was so subscribed by him and
to which said corporate seal is affixed, is true in substance and in fact.
/s/Cornelius K. G. Billings
---------------------------
President.
Subscribed and sworn to before me
this 23rd day of December, A. D. 1898.
/s/George W. Holmes
- -------------------
Notary Public, Cook County, Illinois.
Certificate of
Consolidation
of the
People's Gas Light
& Coke Company
with
Calumet Gas Company
Box 765 No 37845
FILED
JAN 7
1899
/s/James A. Rose
SEC'Y OF STATE
<PAGE>
THIS IS TO CERTIFY that The People's Gas Light and Coke Company, a
corporation organized under an Act of the General Assembly of the State of
Illinois entitled "An Act to Incorporate The People's Gas Light and Coke
Company," approved February 12th, 1855, as amended by an Act entitled, "An Act
to Amend an Act Entitled 'An Act to Incorporate The People's Gas Light and Coke
Company,' " approved February 7th, 1865, has, under and by virtue of the power
and authority conferred by said Acts, increased the capital stock of said The
People's Gas Light and Coke Company by a vote of the Directors and the
Stockholders of said Company, from thirty million dollars ($30,000,000)--being
three hundred thousand (300,000) shares, of the par value of one hundred dollars
($100) each--to thirty five million dollars ($35,000,000), being three hundred
and fifty thousand (350,000) shares, of the par value of one hundred dollars
($100) each, and being an increase in the capital stock of said Company of five
million dollars ($5,000,000), divided into fifty thousand (50,000) shares, of
the par value of one hundred dollars ($100) each.
AS WITNESS the signature of The People's Gas Light and Coke Company,
by its President, and the seal of said corporation, this 13th day of September,
1901.
THE PEOPLE'S GAS LIGHT AND COKE COMPANY,
(CORPORATE SEAL) by /s/George O. Knapp
------------------
Its President.
State of Illinois, )
) ss.
County of Cook. )
GEORGE O. KNAPP, being duly sworn, deposes and says, that he is the
President of The People's Gas Light and Coke Company, and as such President has
signed and executed on behalf of said Company the foregoing certificate of the
increase of the capital stock of said corporation; that the seal attached to
the foregoing certificate is the corporate seal of The People's Gas Light and
Coke Company, and that said certificate is true and correct, to affiant's
knowledge.
/s/George O. Knapp
------------------
Subscribed and sworn to before me
this 13th day of September, A. D. 1901.
/s/Edward S. Whitney
- --------------------
Notary Public.
<PAGE>
Certificate of
Increase of Capital Stock
of
People's Gas Light and
Coke Company
Box 765
No. 37845
FILED
SEP 18
1901
/s/James A. Rose
SEC'Y OF STATE
<PAGE>
CERTIFICATE OF LEASE.
KNOW ALL MEN BY THESE PRESENTS That I, George O. Knapp, President of
THE PEOPLES GAS LIGHT AND COKE COMPANY, do hereby certify that the UNIVERSAL GAS
COMPANY has leased its whole real and personal property to THE PEOPLES GAS LIGHT
AND COKE COMPANY, under and in pursuance of an Act of the General Assembly of
the State of Illinois, entitled "An Act in relation to gas companies", approved
June 5th, A. D. 1897, and in force July 1, 1897.
IN WITNESS WHEREOF I have hereunto set my hand and attached the
corporate seal of THE PEOPLES GAS LIGHT AND COKE COMPANY this 11th day of
February, A. D. 1907, under and by authority of the Board of Directors, approved
by the stockholders, of said THE PEOPLES GAS LIGHT AND COKE COMPANY.
(CORPORATE /s/George O. Knapp
SEAL) ------------------
President
STATE OF ILLINOIS, )
) ss.
COUNTY OF COOK.
GEORGE O. KNAPP, being duly sworn, deposes and says that he is the
President of THE PEOPLES GAS LIGHT AND COKE COMPANY mentioned in the foregoing
Certificate of Lease; that he knows the corporate seal of said Company; that
the corporate seal affixed to the foregoing certificate is such corporate seal,
and was so affixed by deponent, and that deponent subscribed his name thereto as
President under and by authority of the Board of Directors, approved by the
stockholders of said The Peoples Gas Light and Coke Company.
And deponent says that said certificate, so subscribed by him, and to
which said corporate seal is affixed, is true in substance and in fact.
/s/George O. Knapp
------------------
FILED
Subscribed and sworn to before me FEB
this 11th day of February, A. D. 1907. 11-1907
/s/Edward S. Whitney James A. Rose
Notary Public. SEC'Y. OF STATE.
<PAGE>
CERTIFICATE OF LEASE.
KNOW ALL MEN BY THESE PRESENTS That I, George O. Knapp, President of
THE PEOPLES GAS LIGHT AND COKE COMPANY, do hereby certify that the OGDEN GAS
COMPANY has leased its whole real and personal property to THE PEOPLES GAS LIGHT
AND COKE COMPANY, under and in pursuance of an Act of the General Assembly of
the State of Illinois, entitled "An Act in relation to gas companies", approved
June 5th, A. D. 1897, and in force July 1, 1897.
IN WITNESS WHEREOF I have hereunto set my hand and attached the
corporate seal of THE PEOPLES GAS LIGHT AND COKE COMPANY this 11th day of
February, A. D. 1907, under and by authority of the Board of Directors, approved
by the stockholders of said THE PEOPLES GAS LIGHT AND COKE COMPANY.
(CORPORATE /s/George O. Knapp
SEAL) ------------------
President
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK. )
GEORGE O. KNAPP, being duly sworn, deposes and says that he is the
President of THE PEOPLES GAS LIGHT AND COKE COMPANY mentioned in the foregoing
Certificate of Lease; that he knows the corporate seal of said Company; that the
corporate seal affixed to the foregoing certificate is such corporate seal, and
was so affixed by deponent, and that deponent subscribed his name thereto as
President under and by authority of the Board of Directors, approved by the
stockholders, of said THE PEOPLES GAS LIGHT AND COKE COMPANY.
And deponent says that said certificate, so subscribed by him, and to
which said corporate seal is affixed, is true in substance and in fact.
/s/George O. Knapp
FILED
Subscribed and sworn to before me FEB 11
this 11th day of February, A. D. 1907. 1907
/s/Edward S. Whitney James A. Rose
- --------------------
Notary Public. SEC'Y OF STATE.
<PAGE>
THIS IS TO CERTIFY that The People's Gas Light and Coke Company, a
corporation organized under an Act of the General Assembly of the State of
Illinois entitled "An Act to Incorporate the People's Gas Light and Coke
Company," approved February 12th, 1855, as amended by an Act entitled, "An Act
to Amend an Act Entitled 'An Act to Incorporate The People's Gas Light and Coke
Company,' " approved February 7th, 1865, has, under and by virtue of the power
and authority conferred by said Acts, increased the capital stock of said The
People's Gas Light and Coke Company by a vote of the Directors and the
Stockholders of said Company, from thirty-five million dollars ($35,000,000)--
being three hundred and fifty thousand (350,000) shares, of the par value of one
hundred dollars ($100) each-- to fifty million dollars ($50,000,000), being five
hundred thousand (500,000) shares, of the par value of one hundred dollars
($100) each, and being an increase in the capital stock of said Company of
fifteen million dollars ($15,000,000), divided into one hundred and fifty
thousand (150,000) shares, of the par value of one hundred dollars ($100) each.
AS WITNESS the signature of The People's Gas Light and Coke Company,
by its President, and the seal of said corporation, this 14th day of November,
1913.
THE PEOPLE'S GAS LIGHT AND COKE COMPANY,
(CORPORATE By /s/James F. Meagher
SEAL) -------------------
Its President.
State of Illinois, )
) ss.
County of Cook. )
JAMES F. MEAGHER, being duly sworn, deposes and says, that he is the
President of The People's Gas Light and Coke Company, and as such President has
signed and executed on behalf of said Company the foregoing certificate of the
increase of the capital stock of said corporation; that the seal attached to
the foregoing certificate is the corporate seal of The People's Gas Light and
Coke Company, and that said certificate is true and correct, the affiant's
knowledge.
/s/James F. Meagher
Subscribed and sworn to before me
this 14th day of November A. D. 1913.
/s/James J. Guiman
- ------------------
Notary Public.
<PAGE>
Box 765 No. 37845
Peoples Gas Light
and Coke Company
Inc. Stock
$35,000,000.
to
$50,000,000.
FILED
NOV 14 1913
/s/
SEC'Y OF STATE
Certificate Number 21872
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
WHEREAS, from a certificate duly signed and certified under oath filed in the
office of the Secretary of State on the 11th day of March A. D. 1926 it appears
that at a meeting of the stockholders of THE PEOPLE'S GAS LIGHT AND COKE COMPANY
duly concerned a resolution was passed to increase capital stock in accordance
with the provisions of an act entitled "An Act in relation to corporations for
pecuniary profit" approved June 28, 1919, in force July 1, 1919, and all acts
mandatory thereof a company of which certificate is hereto attached.
NOW THEREFORE, I, Louis L. Emmerson, Secretary of State of the State of Illinois
by virtue of the powers vested in me by law do hereby certify that THE PEOPLE'S
GAS LIGHT AND COKE COMPANY has legally increased capital stock from
$50,000,000.00 to $80,000,000.00 as proved in the aforesaid Act.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois, Here at the City of Springfield this 11th day of
March, A. D. 1926 and of the Independence of the United States the one hundred
and 50th.
Louis L. Emmerson
-----------------
Secretary of State
<PAGE>
NOTICE:-Before attempting to execute this certificate please read
instructions on the back thereof.
FORM "I."
THIS CERTIFICATE MUST BE FILED IN DUPLICATE.
PAID
MAR 11 1926
$5020.00
STATE OF ILLINOIS, )
) ss.
County of COOK )
I hereby certify that the annual meeting of the Stockholders of The
People's Gas Light and Coke Company held at 122 South Michigan Avenue on 23rd
day of February A. D. 1926, at 11:00 o'clock a.m., pursuant to notice required
by law, which said notice was deposited in the post office properly posted at
least ten days before the time fixed for such meeting, properly addressed to
each Stockholder, signed in the manner provided in the by-laws of said
Corporation, stating the time, place and object of such meeting.
The following resolution was adopted, at least two-thirds of all the
votes represented by the whole stock of said Corporation issued and outstanding
voting therefor:
"RESOLVED, that the articles of incorporation of this Company be, and
they are hereby amended by increasing the capital stock from fifty million
dollars ($50,000,000), consisting of five hundred thousand (500,000) shares of
the par value of one hundred dollars ($100) per share, to sixty million dollars
($60,000,000) consisting of six hundred thousand (600,000) shares of the par
value of one hundred dollars ($100) per share; and
BE IT FURTHER RESOLVED, that the shares of stock representing such
increased capital stock of the company shall be issued from time to time in the
future as and when the board of directors of the company may decide that new
capital is necessary for corporate purposes."
The total amount of capital stock
already authorized is $50,000,000.
The amount of the additional capital
stock authorized is $10,000,000.
The total aggregate capital stock authorized is $60,000,000.
None of said additional authorized capital stock is to be issued at
once, but it will be issued from time to time in the future as and when the
board of directors of the company may decide that new capital is necessary for
corporate purposes.
Affix Corporate Seal Attest: /s/Albert L. Tossell
Here. ---------------------
Secretary.
<PAGE>
STATE OF ILLINOIS )
ss.
County of COOK )
I, Samuel Insull being duly sworn, declare on oath that I am President
of the Corporation mentioned in the foregoing certificate, and that the
statements therein made are true in substance and in fact.
IN WITNESS WHEREOF, I have hereunto set my hand, and caused the seal
of said Corporation to be affixed, this 4th day of March A. D., 1926.
/s/Samuel Insull
----------------
President.
Subscribed and sworn to before me this 4th day of March A. D., 1926.
/s/E. Ogden Ketting
-------------------
Notary Public.
<PAGE>
FORM "I."
765 No. 37845
CERTIFICATE
of
Increase in Capital Stock
from $50,000,000.00 to $60,000,000.00
of
The People's Gas Light and
Coke Company
NOTICE: This certificate may be used in making all amendments to the
Articles of Incorporation other than dissolution and consolidation of
corporations. In case of decrease in capital stock you should insert in the
certificate a clause substantially as follows:
RESOLVED, That the capital stock is hereby DECREASED from $
consisting of shares of the par value of $ and shares of stock
of no par value to $ consisting of shares of the par value of $
and shares of no par value.
The amount of the capital stock issued and outstanding is and the
manner by which a decrease is effected is as follows, to-wit:
If the capital stock is increased, the resolution should be substantially
in the following form:
RESOLVED, That the capital stock is hereby INCREASED from $ consisting
of shares of the par value of $ and shares of stock of no par value
to $ consisting of shares of the par value of and shares of no
par value.
The total amount of capital stock already authorized is $ .
The amount of the increased capital stock which is proposed to issue at
once and which will be paid in cash is as follows:
shares having a par value of $
common $
per share is
preferred $
{common $
shares having no par value is {
{preferred $
<PAGE>
The amount of the increased capital stock which is proposed to issue at
once for property and appraised value thereof are as follows:
shares having a par value of $
{common $
per share is {
{preferred $
{common $
shares having no par value is {
{preferred $
The location and general description of such property are as follows:
The fees required are covered by Sections 96, 97, 105 and 129 of the
General Corporation Act.
Blanks for filing amendments where the notice prescribed by statute is
waived will be furnished upon request.
FILED
MAR 11 1926
/S/Louis L. Emmerson
<PAGE>
Certificate Number 27385
State of Illinois
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, from a certificate duly signed and verified under oath filed in
the Office of the Secretary of State on the 21st day of April A.D. 1928 it
appears that at a meeting of the stockholders of the THE PEOPLE'S GAS LIGHT &
COKE COMPANY duly convened a resolution was passed to increase capital stock in
accordance with the provisions of an Act entitled "AN ACT IN RELATION TO
CORPORATIONS FOR PECUNIARY PROFIT" approved June 28, 1919, in force July 1,
1919, and all acts amendatory thereof a copy of which certificate is hereto
attached;
Now Therefore, I, LOUIS L. EMMERSON, Secretary of State of the State of
Illinois by virtue of the powers vested in me by law, do hereby certify that
THE PEOPLE'S GAS LIGHT & COKE COMPANY has legally increased capital stock from
$60,000,000.00 TO $75,000,000.00 as provided in the aforesaid Act.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois. Done at the City of Springfield this 21st
day of April A.D. 1928 and of the Independence of the United States the one
hundred and 52nd.
LOUIS L. EMMERSON
-----------------
Secretary of State
SEAL
<PAGE>
NOTICE: -- Before attempting to execute this certificate please read
instructions on the back thereof.
FORM "I."
THIS CERTIFICATE MUST BE FILED IN DUPLICATE.
STATE OF ILLINOIS )
COUNTY OF COOK ) ss.
I hereby certify that at the annual meeting of the Stockholders of The
People's Gas Light & Coke Company held at 122 South Michigan Avenue on 28th day
of February A.D. 1928 at 11:00 o'clock A. M. (pursuant to notice required by
law, which said notice was deposited in the post office properly posted) at
least ten days before the time fixed for such meeting, properly addressed to
each Stockholder, signed in the manner provided in the by-laws of said
Corporation, stating the time, place and object of such meeting.
The following resolution was adopted at least two-thirds of all the votes
represented by the whole stock of said Corporation issued and outstanding voting
therefor:
"RESOLVED, that the articles of incorporation of this Company be, and they
hereby are, amended by increasing the capital stock of the Company from Sixty
Million Dollars ($60,000,000), consisting of six hundred thousand (600,000)
shares of the par value of One Hundred Dollars ($100) per share, to seventy-
five million dollars ($75,000,000), consisting of seven hundred fifty thousand
($750,000) shares of the par value of one hundred dollars ($100) per share; and
BE IT FURTHER RESOLVED that the shares of stock representing such increase
in capital stock of the Company shall be issued from time to time in the future
as and when the Board of Directors of the Company may decide that new capital is
necessary for corporate purposes."
The total amount of capital stock already authorized is $60,000,000.
The amount of the additional capital stock authorized is $15,000,000.
The total aggregate capital stock authorized is $75,000,000.
None of said additional authorized capital stock is to be issued at once.
Affix Corporate Seal
Here: Attest: /s/ Albert S. Tossell
---------------------
Secretary.
<PAGE>
STATE OF ILLINOIS, )
COUNTY OF COOK )ss.
I, Goerge F. Mitchell being duly sworn, declare on oath that I am Vice
President of the Corporation mentioned in the foregoing certificate, and that
the statements therein made are true in substance and in fact.
IN WITNESS WHEREOF, I have hereunto set my hand, and caused the seal of
said Corporation to be affixed, this 19th day of April A.D., 1928.
/s/ George F. Mitchell
----------------------
Vice President.
Subscribed and sworn to before me this 19th day of April A.D., 1928.
/s/ Claire Lamoree
------------------
Notary Public.
FORM "I." SEAL
Box 765 No. 37845
-----------------------------------------
-----------------------------------------
CERTIFICATE
of
Increase in capital stock
$60,000,000.00 to $75,000,000.00
of
The People's Gas Light & Coke Company
-----------------------------------------
NOTICE: This certificate may be used in making all amendments to the
Articles of Incorporation other than resolution and consolidation of
corporations. In case of decrease in capital stock you should insert in the
certificate a clause substantially as follows:
RESOLVED, That the capital stock is hereby DECREASED from $_____ consisting
of shares the par value of $_____ and _____ shares of stock of no par value to
$_____ consisting of _____ shares of the par value of _____ and _____ shares of
no par value.
The amount of the capital stock issued and outstanding is _____ and the
manner by which the decrease is effected is as follows, to-wit: If the capital
stock is increased, the resolution should substantially in the following form:
RESOLVED, That the capital stock is hereby INCREASED from $_____
consisting of _____ shares the par value of $_____ and _____ shares of stock of
no par value to $_____ consisting of _____ shares of the par value of _____ and
_____ shares of no par value.
The total amount of capital stock already authorized is $_____.
The amount of the increased capital stock which is proposed to issue at
once and which will be paid in cash is as follows:
_____ shares having a par value of $_____
per share is (common $_____
( preferred $_____
_____ shares having no par value is (common $_____
( preferred $_____
The amount of the increased capital stock which is proposed to issue at
once for property and appraised value thereof are as follows:
_____ shares having a par value of $_____
per share is (common $_____
( preferred $_____
_____ shares having no par value is (common $_____
( preferred $_____
The location and a general description of such property are as
follows:___________
The fees required are covered by Section 96, 97, 105 and 129 of the General
Corporation Act.
Blanks for filing amendments where the notice prescribed by statute is
waived will be furnished upon request.
<PAGE>
FILED
Certificate Number 3289
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, from a certificate duly signed and verified under oath filed in
the Office of the Secretary of State on the 25th day of February A.D., 1930 it
appears that at a meeting of the stockholders of the THE PEOPLE'S GAS AND COKE
COMPANY duly convened a resolution was passed to change number of directors in
accordance with the provisions of an Act entitled "AN ACT IN RELATION TO
CORPORATIONS FOR PECUNIARY PROFIT" approved June 28, 1919, in force July 1,
1919, and all acts amendatory thereof, a copy of which certificate is hereto
attached:
Now Therefore, I, William J. Stratton, Secretary of State of the State of
Illinois by virtue of the powers vested in me by law, do hereby certify that THE
PEOPLE'S GAS LIGHT AND COKE COMPANY has legally changed number of directors to 7
as provided in the aforesaid Act.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois. Done at the City of Springfield this 25th
day of February A.D., 1930 and of the Independence of the United States the one
hundred and 54th.
WILLIAM J. STRATTON
-------------------
Secretary of State
SEAL
<PAGE>
NOTICE: -- Before attempting to execute this certificate please read
instructions on the back thereof.
FORM "I."
THIS CERTIFICATE MUST BE FILED IN DUPLICATE.
PAID
STATE OF ILLINOIS, ) FEB 25 1930
) ss. $20.00
County of COOK )
I hereby certify that at the annual meeting of the Stockholders of The
People's Gas Light and Coke Company held at 122 South Michigan Avenue, Chicago,
Illinois on 25th day of February A. D., 1930, at eleven o'clock A.M. pursuant to
notice required by law, which said notice was delivered personally or deposited
in the post office properly posted at least ten days before the time fixed for
such meeting, properly addressed to each Stockholder, signed in the manner
provided in the by-laws of said Corporation, stating the time, place and object
of such meeting.
The following resolution was adopted, at least two-thirds of all the votes
represented by the whole stock of said Corporation issued and outstanding voting
therefor:
"RESOLVED that the number of directors of The Peoples Gas Light and Coke
Company be increased to seven, and that the Articles of Incorporation of said
Company be and hereby are accordingly so amended."
<PAGE>
STATE OF ILLINOIS, )
County of COOK ) ss.
I, George F. Mitchell, being duly sworn, declare on oath that I am Vice
President of the Corporation mentioned in the foregoing certificate, and that
the statements therein made are true in substance and in fact.
IN WITNESS WHEREOF, I have hereunto set my hand, and caused the seal of
said Corporation to be affixed, this 25th day of February A.D. 1930.
/s/ George F. Mitchell
----------------------
Vice President
Subscribed and sworn to before me this 25th day of February A.D. 1930.
/s/ H. A. White
---------------
(Notarial Seal) Notary Public
FORM "I."
Box 765 No. 37845
------------------------------------------
------------------------------------------
CERTIFICATE
of
INCREASE OF NUMBER OF DIRECTORS TO 7
of
PEOPLES GAS LIGHT AND COKE COMPANY
------------------------------------------
------------------------------------------
NOTICE: This certificate may be used in making all amendments to the
Articles of Incorporation other than dissolution and consolidation of
corporations. In case of decrease in capital stock you should insert in the
certificate a clause substantially as follows:
RESOLVED, That the capital stock is hereby DECREASED from $_____
consisting of _____ shares of the par value of $_____ and _____ shares of stock
of no par value in $_____ consisting of ______ shares of the par value of
$______ and shares of no par value.
The amount of the capital stock issued and outstanding is _____ and the
manner by which decrease is effected is as follows, to-wit:
If the capital stock is increased, the resolution should be substantially in the
following form:
RESOLVED, That the capital stock is hereby INCREASED from $_____ consisting
of _____ shares be par value of $_____ and _____shares of stock of no par value
to $_____ consisting of _____ shares of the par value of _____ and _____ shares
of no par value.
The total amount of capital stock already authorized is $______ .
The amount of the increased capital stock which is proposed to issue at
once and which will be paid in cash is as follows:
shares having a par value of $______
(common $_____
per share is (
(preferred $_____
( common $_____
shares having no par value is (
(preferred $_____
The amount of the increased capital stock which is proposed to issue at
once for property and appraised value thereof is as follows:
shares having a par value of $
(common $______
per share is (
(preferred $______
( common $_____
shares having no par value is (
(preferred $_____
The location and a general description of such property is as follows:
The fees required are covered by Sections 96, 97, 105 and 129 of the General
Corporation Act.
Blanks for filing amendments where the notice prescribed by statute is
waived will be furnished upon request.
FILED
FEB 25 1930
/s/ William J. Stratton, Sec'y of State
<PAGE>
In case additional space is required insert sheets of legal cap paper here,
leaving two inches at top of each sheet for purpose of binding in the
certificate.
Affix Corporate Seal Attest: /s/ Albert S. Tossell
Here. ---------------------
Secretary.
Certificate Number 5683
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, from a certificate duly signed and verified under oath filed in
the Office of the Secretary of State on the 10th day of March A.D., 1931 it
appears that at a meeting of the stockholder of the THE PEOPLES GAS LIGHT AND
COKE COMPANY duly convened a resolution was passed to increased capital stock in
accordance with the provisions of an Act entitled "AN ACT IN RELATION TO
CORPORATIONS FOR PECUNIARY PROFIT" approved June 28, 1919, in force July 1,
1919, and all acts amendatory thereof, a copy of which certificate is hereto
attached;
Now Therefore, I, William J. Stratton, Secretary of State of the State of
Illinois by virtue of the powers vested in me by law, do hereby certify that THE
PEOPLES GAS LIGHT AND COKE COMPANY has legally increased capital stock from
$75,000,000.00 TO $100,000,000.00 as provided in the aforesaid Act.
In Testimony Whereof, I hereto set my hand and cause to be
affixed the Great Seal of the State of Illinois. Done at
the City of Springfield this 10th day of March A.D. 1931 and
of the Independence of the United States the one hundred and
55th.
WILLIAM J. STRATTON
-------------------
Secretary of State
SEAL
<PAGE>
NOTICE: -- Before attempting to execute this certificate please read
instructions on the back thereof.
FORM "I."
THIS CERTIFICATE MUST BE FILED IN DUPLICATE. PAID
MAR 7-1931
STATE OF ILLINOIS, ) $
County of COOK ) ss.
I hereby certify that at the annual meeting of the Stockholders of THE
PEOPLES GAS LIGHT AND COKE COMPANY held at 122 South Michigan Avenue, Chicago,
Illinois on 24th day of February, A.D. 1931 at eleven o'clock A.M. pursuant to
notice required by law, which said notice was delivered personally or deposited
in the post office properly posted at least ten days before the time fixed for
such meeting, properly addressed to each Stockholder, signed in the manner
provided in the by-laws of said Corporation, stating the time, place and object
of such meeting.
The following resolution was adopted, at least two-thirds of all the votes
represented by the whole stock of said Corporation issued and outstanding voting
therefor:
RESOLVED that the Articles of Incorporation of The Peoples Gas Light and
Coke Company be, and they hereby are, amended by increasing the capital stock
from seventy-five million dollars ($75,000,000), consisting of seven hundred
fifty thousand (750,000) shares of the par value of one hundred dollars ($100)
per share to one hundred million dollars ($100,000,000), consisting of one
million (1,000,000) shares of the par value of one hundred dollars ($100) per
share; and
BE IT FURTHER RESOLVED that the shares of stock representing such increased
capital stock of the Company shall be issued from time to time in the future as
and when the Board of Directors may decide that new capital is necessary for
corporate purposes.
The total amount of capital stock already authorized is $75,000,000.
The amount of the additional capital stock authorized is $25,000,000.
The total aggregate capital stock authorized is $100,000,000.
None of said additional authorized capital stock is to be issued at once.
Affix Corporate Seal ATTEST: /s/ Albert S. Tossell
Here. ---------------------
Secretary.
<PAGE>
In case additional space is required insert sheets of legal cap paper here,
leaving two inches at top of each sheet for purpose of binding in the
certificate.
It has been certified that the "capital stock" mentioned herein is
understood to mean "stated capital" and this amendment is accepted with that
understanding and with the further understanding that this will be amended at
the next meeting of the board of directors, of the Company.
SEAL
Affix Corporate Seal Attest:__________________________
Here. Secretary.
<PAGE>
STATE OF ILLINOIS, )
County of COOK ) ss.
I, George F. Mitchell being duly sworn, declare on oath that I am President
of the Corporation mentioned in the foregoing certificate, and that the
statements therein made are true in substance and in fact.
IN WITNESS WHEREOF, I have hereunto set my hand, and caused the seal of
said Corporation to be affixed, this 6th day of March, A. D. 1931
/s/ George F. Mitchell
----------------------
President.
Subscribed and sworn to before me this 6th day of March, A.D. 1931.
/s/ Olga M. Schiemann
---------------------
Notary Public.
(Notarial
Seal)
FORM "I."
Box 765 No. 37845
---------------------------------------
---------------------------------------
CERTIFICATE
of
INCREASE OF CAPITAL STOCK from $75,000,000 to $100,000,000.
of
The Peoples Gas Light and Coke Company.
----------------------------------------
----------------------------------------
NOTICE: This certificate may be used in making all amendments to the
Articles of Incorporation other than dissolution and consolidation of
corporations. In case of decrease in capital stock you should insert in the
certificate a clause substantially as follows:
RESOLVED, That the capital stock is hereby DECREASED from $_____ consisting
of _____ shares of the par value of $_____ and _____ shares of stock of no par
value to $_____ consisting of _____ shares of the par value of $_____ and _____
shares of no par value.
The amount of the capital stock issued and outstanding is _____ and the
manner by which the decrease is effected is as follows, to-wit:
If the capital stock is increased, the resolution should be substantially
in the following form:
RESOLVED, That the capital stock is hereby INCREASED from $_____ consisting
of _____ shares of the par value of $_____ and _____ shares of stock of no par
value to $_____ consisting of _____ shares of the par value of $_____ and _____
shares of no par value.
The total amount of capital stock already authorized is $_____.
The amount of the increased capital stock which is proposed to issue at
once and which will be paid in each is as follows:
_____ shares having a par value of $_____
(common $_____
per share is (preferred $_____
shares having no par value is (common $_____
(preferred $_____
The amount of the increased capital stock which is proposed to issue at
once for property and appraised value thereof is as follows:
_____ shares having a par value of $_____
(common $_____
per share is (preferred $_____
(common $_____
shares having no par value is (preferred $_____
The location and a general description of such property is as follows:_____
The fees required are covered by Sections 96, 97, 105 and 129 of the
General Corporation Act.
Blanks for filing amendments where the notice prescribed by statute is
waived will be furnished upon request.
FILED
MAR 10 1931
WILLIAM J. STRATTON
Secretary of State
<PAGE>
Certificate Number 9340
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, Articles of amendment to the Articles of Incorporation duly signed
and verified of THE PEOPLES GAS LIGHT AND COKE COMPANY have been filed in the
Office of the Secretary of State on the 11th day of March A.D. 1941, as provided
by "THE BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, EDWARD J. HUGHES, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois. Done at the City of Springfield this 11th
day of March A.D. 1941 and of the Independence of the United States the one
hundred and 65th.
/s/ Edward J. Hughes
--------------------
SECRETARY OF STATE.
(SEAL)
<PAGE>
DATE 3-11-41
FILLING FEE $20.00
CLERK WEL
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
THE PEOPLES GAS LIGHT AND COMPANY
To EDWARD J. HUGHES
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
THE PEOPLES GAS LIGHT AND COKE COMPANY
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
WHEREAS, this Company has reacquired 20,573 shares of its issued and
outstanding capital stock, the ownership of which by the Company or its wholly
owned subsidiary, Peoples Gas Subsidiary Corporation, prior to july 13, 1933,
cannot be established, and in order to effectively cancel the said shares of
stock it is required that the same be done by amendment to the Company's
Articles of Incorporation:
THEREFORE, RESOLVED, that the articles of incorporation of this Company be
and the same hereby are, amended by canceling said 20,573 shares of the capital
stock of the Company, and that the said amendment shall be effective in such
manner that the shares so canceled shall thereafter have the status of
authorized and unissued shares of stock of the company, thereby reducing the
issued capital stock of this Company to 656,000 shares having a par value of
$100 per share and leaving the authorized stock of this Company at 1,000,000
shares.
<PAGE>
(Disregard separation into ARTICLE THIRD: The number of shares of the
classes if class voting does corporation outstanding at the time of the
not apply to the amendment adoption of said amendment or amendments was
voted on.) 656,000; and the number of shares of each
class entitled to vote as a class on the
adoption of said amendment or amendments, and
the designation of each such class were as
follows:
Class Number of Shares
Capital Stock 656,000.
(only one class)
The 20,573 shares mentioned in said amendment
are held in the treasury of the corporation
and are being canceled.
(Disregard separation into ARTICLE FOURTH: The number of shares voted
classes if class voting does not for said amendment or amendments was 541,348;
apply to the amendment voted) and the number of shares voted against said
on) amendment or amendments was 1,818. The
number of shares of each class entitled to
vote as a class voted for and against said
amendment or amendments, respectively, was:
Class Number of Shares Voted
For Against
Capital Stock
(only one class) 541,348 1,818
(Disregard this Article where the ARTICLE FIFTH: The manner in which the
amendments contain no such exchange, reclassification, or cancellation
provisions.) of issued shares, or the reduction of the
number of authorized shares of any class
below the number of issued shares of that
class, provided for said amendment or
amendments, shall be effected, is as follows:
Upon the effective date of said amendment all
of the shares therein referred to will be
canceled upon the records of the corporation.
All certificates for said shares have been
canceled upon their face.
Disregard this Paragraph where ARTICLE SIXTH: Paragraph 1: The manner in
amendments do not affect stated which said amendment or amendments effecting
capital or paid-in surplus.) a change in the amount of stated capital or
the amount of paid-in surplus, or both, is
effected is as follows:
Upon the effective date of said amendment,
the stated capital of the Company
automatically will be reduced by the amount
of $2,057,300, such amount being the
aggregate stated value of the shares referred
to in said amendment. No paid-in surplus will
be created by or arise out of such reduction
of stated capital for the reason that the
stated capital represented by said shares
does not exceed the cost thereof to the
Company.
<PAGE>
(Disregard this Paragraph where Paragraph 2: The amounts of stated capital
amendments do not affect stated and of paid-in surplus as changed by said
capital and paid-in surplus.) amendment or amendments are as follows:
Before Amendment After Amendment
Stated capital $67,657,300.00 $65,600,000.00
Paid-in surplus $ None $ None
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its President, and its corporate seal to be
hereto affixed, attested by its Secretary, this twenty-seventh day of February,
1941.
THE PEOPLES GAS LIGHT AND COKE COMPANY.
---------------------------------------
(CORPORATE SEAL) By /s/ George F. Mitchell
----------------------------
Its President
ATTEST:
/s/ J. A. Cunningham
- ---------------------
Its Secretary
STATE OF Illinois, )
COUNTY OF Cook ) ss.
I, Dolly Egan a Notary Public, do hereby certify that on the 27th day of
February, 1941, G. F. Mitchell personally appeared before me and, being first
duly sworn by me, acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Dolly Egan
---------------
Notary Public.
(Notarial Seal)
<PAGE>
Box 765 File 37845
------------------------------------
------------------------------------
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
THE PEOPLES GAS LIGHT AND COKE COMPANY
Decreased stated capital
FILED
MAR 11 1941
/s/ Edward J. Hughes
Secretary of State
Filing Fee $20.00
-----------------------------------
-----------------------------------
Certificate Number _____
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, Articles of amendment to the Articles of Incorporation duly signed
and verified of THE PEOPLES GAS LIGHT AND COKE COMPANY have been filed in the
Office of the Secretary of State on the 10th day of April A.D. 1952, as provided
by "THE BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, EDWARD J. BARRETT, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of Springfield this 10th
day of April A.D. 1952 and of the Independence of the United States the one
hundred and 76th.
/s/ Edward J. Barrett
---------------------
(SEAL) SECRETARY OF STATE.
<PAGE>
CERTIFICATE OF INCREASE OF THE CAPITAL STOCK
OF
THE PEOPLES GAS LIGHT AND COKE COMPANY
PAID
$ 20.00
APR 10 1952
To EDWARD J. BARRETT /s/ Edward J. Barrett
Secretary of State Secretary of State
Springfield, Illinois By _____ Corp. Dept.
The undersigned corporation, having increased its capital stock pursuant to
the Act under which it was organized, as amended, hereby executes the following
Certificate in manner consistent with the procedural provisions of Section 55 of
"The Business Corporation Act" of the State of Illinois:
FIRST: The name of the corporation is:
THE PEOPLES GAS LIGHT AND COKE COMPANY.
SECOND: THE PEOPLES GAS LIGHT AND COKE COMPANY, a corporation organized
under an Act of the General Assembly of the State of Illinois entitled "An Act
to incorporate The Peoples Gas Light and Coke Company", approved February 12,
1855, as amended by an Act entitled "An Act to amend an Act entitled 'An Act to
incorporate The Peoples Gas Light and Coke Company'", approved February 7, 1865,
has, under and by virtue of the power and authority conferred by said Acts, and
in manner consistent with procedural provisions of "The Business Corporation
Act" of the State of Illinois, increased the capital stock of said corporation
(shares which the corporation is authorized to issue) as hereinafter set forth.
(a) The board of directors of the corporation directed that a resolution
providing for an increase of the capital stock of said corporation (shares which
the corporation is authorized to issue) be submitted to the stockholders at the
annual meeting of the stockholders of said corporation to be held on the 3rd day
of April, 1952.
(b) The stockholders of said corporation at the annual meeting of
stockholders held on the 3rd day of April, 1952, by the affirmative vote of the
holders of 787,707 shares, constituting more than 75 per cent of the issued and
outstanding capital stock of said corporation, adopted the following resolution:
"RESOLVED, that if the holders of at least 75 per cent of the outstanding
capital stock of this corporation shall vote in favor thereof, the capital stock
of this corporation (shares which the corporation is authorized to issue) be,
and it hereby is, increased from One Hundred Million Dollars to Two Hundred
Million Dollars (from 1,000,000 shares all of the same class to 2,000,000 shares
of the same class and of the par value, as fixed by the by-laws, of $100 per
share), and that the additional shares of stock hereby authorized may be issued
at such time or times and for such considerations not less than the par value
thereof as the Board of Directors may prescribe."
(c) At the time of the adoption of said resolution, the number of shares
of stock of said corporation issued and outstanding was 933,578 shares of
capital stock; 787,707 of which shares were voted for, and 9,551 shares were
voted against, the said increase in capital stock.
IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate
to be executed in its name by its Vice President, and its corporate seal to be
hereto affixed, attested by its Secretary, this 7th day of April, 1952.
THE PEOPLES GAS LIGHT AND COKE COMPANY
By /s/ Eskil I. Bjork
----------------------------------
Its Vice President.
ATTEST:
/s/ Remick McDowell
- ---------------------
Its Secretary.
<PAGE>
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I, /s/ Dolly Egan, a Notary Public, do hereby certify that on the 7th day
of April, 1952, Eskil I. Bjork personally appeared before me and, being first
duly sworn by me, acknowledge that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, have hereunto set my hand and seal the day and year
before written.
/s/ Dolly Egan
-----------------
Notary Public.
FILED
April 10 1952
/s/ Edward J. Barrett
Sec'y of State
Certificate Number _____
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, Articles of amendment to the Articles of Incorporation duly signed
and verified of THE PEOPLES GAS LIGHT AND COKE COMPANY have been filed in the
Office of the Secretary of State on the 10th day of April A.D. 1957, as provided
by "THE BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, CHARLES F. CARPENTIER, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of Springfield this 10th
day of April A.D. 1957 and of the Independence of the United States the one
hundred and 81st.
(SEAL) /s/ Charles F. Carpentier
-------------------------
SECRETARY OF STATE.
<PAGE>
CERTIFICATE OF CHANGE IN THE PAR VALUE AND IN
THE NUMBER OF SHARES OF THE CAPITAL STOCK
OF
THE PEOPLES GAS LIGHT AND COKE COMPANY
To CHARLES F. CARPENTIER
Secretary of State
Springfield, Illinois
The undersigned corporation, having changed the par value and increased the
number of shares into which its capital stock is divided in accordance with its
by-laws, pursuant to the Act under which it was organized, as amended, hereby
executes the following Certificate in manner consistent with the procedural
provisions of Section 55 of "The Business Corporation Act" of the State of
Illinois.
FIRST: The name of the corporation is:
THE PEOPLES GAS LIGHT AND COKE COMPANY.
SECOND: THE PEOPLES GAS LIGHT AND COKE COMPANY, a corporation organized
under an Act of the General Assembly of the State of Illinois entitled "An Act
to incorporate The Peoples Gas Light and Coke Company", approved February 12,
1855, as amended by an Act entitled "An Act to amend an Act entitled 'An Act to
incorporate The Peoples Gas Light and Coke Company'", approved February 7, 1865,
has, under and by virtue of the power and authority conferred by said Acts, and
in manner consistent with procedural provisions of "The Business Corporation
Act" of the State of Illinois, changed the par value of the capital stock of
said corporation (shares which the corporation is authorized to issue) as
hereinafter set forth.
(a) The board of directors of the corporation adopted a resolution
dividing the authorized capital stock of the corporation amounting to
$200,000,000, of which $123,020,300 is now outstanding and $76,979,700 is
unissued, into 8,000,000 shares, all of the same class, having a par value as
provided in the by-laws, as amended, of $25 per share, thereby changing the
number of issued and outstanding shares of capital stock of the corporation from
1,230,203 shares having a par value of $100 per share to 4,920,812 shares having
a par value of $25 per share, and changing the number of unissued shares of
capital stock of the corporation from 769,797 shares having a par value of $100
per share to 3,079,188 shares having a par value of $25 per share, without the
capital of the corporation being increased or decreased, and changing and
converting each share of the capital stock of the corporation having a par value
of $100, as theretofore authorized, including the outstanding as well as the
unissued shares, into four shares of the capital stock of the corporation of the
par value of $25 each, subject to the approval of the holders of at least 75 per
cent of the outstanding capital stock of the corporation, and providing that the
resolution set forth in paragraph (b) following be submitted to a vote of the
stockholders at the annual meeting of stockholders of said corporation to be
held on the 4th day of April, 1957.
<PAGE>
- 2 -
(b) The stockholders of said corporation at the annual meeting of
stockholders held on the 4th day of April, 1957, by the affirmative vote of the
holders of 1,072,665 shares, constituting more than 75 per cent of the issued
and outstanding capital stock of said corporation, adopted the following
resolution:
"RESOLVED that the action of the Board of Directors of this corporation in
dividing the authorized capital stock of this corporation amount to
$200,000,000, of which $123,020,300 is now outstanding and $76,979,700 is
unissued, into 8,000,000 shares, all of the same class, having a par value, as
fixed by the by-laws as amended, of $25 per share, thereby changing the number
of issued and outstanding shares of the capital stock of this corporation from
1,230,203 shares having a par value of $100 per share to 4,920,812 shares having
a par value of $25 per share, and changing the number of unissued shares of the
capital stock of this corporation from 769,797 shares having a par value of
$100 per share to 3,079,188 shares having a par value of $25 per share, without
the capital of the corporation being increased or decreased, and in changing and
converting each of the shares of the capital stock of this corporation of the
par value of $100, including the outstanding as well as the unissued shares,
into four shares of the capital stock of this corporation of the par value of
$25 each, such shares as are outstanding immediately prior to such change
becoming effective to be evidenced, upon such change becoming effective, by the
then outstanding certificates continuing to represent, until otherwise changed
or exchanged, the same number of shares as stated in said certificates but such
shares shall be deemed to have a par value of $25 each, and by certificates
representing three additional shares of the par value of $25 per share for each
of such shares so outstanding, to be sent to stockholders of record as of the
close of business on the date the change becomes effective, be, and the same
hereby is, approved."
(c) At the time of the adoption of said resolution, the number of shares
of stock of said corporation (prior to the time such change in par value and
division of shares became effective) issued and outstanding was 1,230,203 shares
of capital stock; 1,072,665 of which were voted for, and 6,380 shares were voted
against, the said resolution.
IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate
to be executed in its name by its President, and its corporate seal to be hereto
affixed, attested by its Secretary, this 8th day of April, 1957.
THE PEOPLES GAS LIGHT AND COKE COMPANY
By /s/ Eskil I. Bjork
-----------------------------
Its President.
ATTEST:
/s/ Robert M. Drevs
- ------------------------------
Its Secretary.
<PAGE>
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I, /s/ Margaret M. Quan, a Notary Public do hereby certify that on the 8th
day of April, 1957, Eskil I. Bjork personally appeared before me and, being
first duly sworn by me, acknowledged that he signed the foregoing document in
the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Margaret M. Quan
-------------------------------
Notary Public
FILED
APR 8 1957
/s/ Charles F. Carpentier
Secretary of State
Certificate Number _____
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, Articles of amendment to the Articles of Incorporation duly signed
and verified of THE PEOPLES GAS LIGHT AND COKE COMPANY have been filed in the
Office of the Secretary of State on the 24th day of October A.D. 1961, as
provided by "THE BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D.
1933.
Now Therefore, I, CHARLES F. CARPENTIER, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of Springfield this 24th
day of October A.D. 1961 and of the Independence of the United States the one
hundred and 86th.
/s/ Charles F. Carpentier
------------------------------
(SEAL) SECRETARY OF STATE.
<PAGE>
CERTIFICATE OF INCREASE OF THE CAPITAL STOCK
and
CERTIFICATE OF CHANGE IN THE PAR VALUE AND
IN THE NUMBER OF SHARES OF THE CAPITAL STOCK
of
THE PEOPLES GAS LIGHT AND COKE COMPANY
PAID
To CHARLES F. CARPENTIER $ 20.00
Secretary of State OCT 24 1961
Springfield, Illinois /s/ Charles F. Carpentier
Secretary of State
The undersigned corporation, having increased its capital stock pursuant to
the Act under which it was organized, as amended, and having increased the
number of shares into which such capital stock is divided and changed such
shares from a par value of $25 per share to shares without par value in
accordance with its by-laws, pursuant to said Act, as amended, hereby executes
the following Certificate in manner consistent with the procedural provisions of
Section 55 of "The Business Corporation Act" of the State of Illinois.
FIRST: The name of the corporation is:
THE PEOPLES GAS LIGHT AND COKE COMPANY.
SECOND: THE PEOPLES GAS LIGHT AND COKE COMPANY, a corporation organized
under an Act of the General Assembly of the State of Illinois entitled "An Act
to incorporate The Peoples Gas Light and Coke Company", approved February 12,
1855, as amended by an Act entitled "An Act to amend an Act entitled 'An Act to
incorporate The Peoples Gas Light and Coke Company'", approved February 7, 1865,
has, under and by virtue of the power and authority conferred by said Acts, and
in manner consistent with procedural provisions of "The Business Corporation
Act" of the State of Illinois, (a) increased the capital stock of said
corporation (shares which the corporation is authorized to issue) and (b)
changed the capital stock of said corporation (shares which the corporation is
authorized to issue) from shares having a par value of $25 each to shares
without par value, as hereinafter set forth.
(1) The board of directors of the corporation directed that a resolution
providing for an increase of the capital stock of said corporation (shares which
the corporation is authorized to issue) from $200,000,000 to $300,000,000 be
submitted to the stockholders at a special meeting of the stockholders of said
corporation called to be held on the 19th day of October, 1961.
(2) The board of directors of the corporation also adopted a resolution
dividing the said $300,000,000 of authorized capital stock of the corporation,
of which $188,296,832 is now outstanding, into 20,000,000 shares all of the same
class without par value, as provided in the by-laws, as amended, and changing
the number of issued and outstanding shares of capital stock of the corporation
from 5,884,276 shares having a par value of $25 each to 11,768,552 shares
without par value, with the said $188,296,832 of capital of the corporation
being increased or decreased, and changing the number of unissued shares of the
capital stock of the corporation to 8,231,448 shares without par value, and
changing and converting each of said outstanding 5,884,276 shares of the capital
stock of this corporation having a par value of $25 each into two shares of the
capital stock of this corporation without par value, subject to the approval of
the holders of at least 75 per cent of the outstanding capital stock of the
corporation, and providing that the resolution set forth in paragraph (3)
following be submitted to a vote of the stockholders at a special meeting of the
stockholders of the corporation to be held on the 19th day of October, 1961.
<PAGE>
(3) The stockholders of said corporation at the special meeting of
stockholders held on the 19th day of October, 1961, by the affirmative vote of
the holders of 5,260,005 shares, constituting more than 75 per cent of the
issued and outstanding capital stock of said corporation, adopted the following
resolution:
"RESOLVED (a) that if the holders of at least 75% of the outstanding
capital stock of this Company shall vote in favor thereof, the capital stock of
this Company (shares which the Company is authorized to issue) be and it hereby
is increased from $200,000,000 to $300,000,000 (from 3,000,000 shares all of the
same class having a par value of $25 per share to 20,000,000 shares all of the
same class without par value as fixed by the by-laws as amended) and that the
actions of the Board of Directors of this Company in dividing said $300,000,000
of authorized capital stock of this Company into 20,000,000 shares all of the
same class without par value, as fixed by the by-laws as amended, and changing
the 5,884,276 shares of the capital stock of this Company having a par value of
$25 each, presently issued and outstanding, to 11,768,552 shares without par
value, without increasing or decreasing the $188,295,832 of stated capital of
the Company represented by the said outstanding shares, and in changing the
number of unissued shares of the capital stock of this Company to 8,231,448
shares without par value, and in changing and converting each of the said
outstanding 5,884,276 shares of the capital stock of this Company having a par
value of $25 each into two shares of the capital stock of this Company without
par value, such shares as are outstanding immediately prior to such change
becoming effective to be evidenced, upon such change becoming effective, by the
then outstanding certificates continuing to represent, until otherwise changed
or exchanged, the same number of shares as stated in said certificates but such
shares shall be deemed to be without par value, and by certificates representing
one additional share without par value for each of such shares so outstanding to
be sent to stockholders of record as of the close of business on the date the
change becomes effective, be, and the same hereby are, approved, and that the
said 8,231,448 unissued shares without par value may be issued at such time or
times and for such consideration as the Board of Directors may prescribe;"
(4) At the time of the adoption of said resolution, the number of shares
of said corporation (prior to the time such change in par value and division of
shares became effective) issued and outstanding was 5,884,276 shares of capital
stock, 5,260,005 shares of which were voted for and 18,383 shares of which were
voted against the said resolution.
IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate
to be executed in its name by its Vice President and its corporate seal to be
hereto affixed, attested by its Secretary, this 23rd day of October, 1961.
THE PEOPLES GAS LIGHT AND COKE COMPANY
By /s/ Robert M. Drevs
--------------------------
Its Vice President
ATTEST:
/s/ E. M. Taber
- -------------------
Its Secretary
<PAGE>
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I, /s/ Walter J. McElligott, a Notary Public, do hereby certify that on the
23rd day of October, 1961, Robert M. Drevs personally appeared before me and,
being first duly sworn by me, acknowledged that he signed the foregoing document
in the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Walter J. McElligott
--------------------------------
Notary Public
Certificate Number _____
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, Articles of amendment to the Articles of Incorporation duly signed
and verified of THE PEOPLES GAS LIGHT AND COKE COMPANY have been filed in the
Office of the Secretary of State on the 5th day of April A.D. 1962, as provided
by "THE BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, CHARLES F. CARPENTIER, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of Springfield this 5th
day of April A.D. 1962 and of the Independence of the United States the one
hundred and 86th.
/s/ Charles F. Carpentier
----------------------------
(SEAL) SECRETARY OF STATE.
<PAGE>
Form BCA-55 (Do not write in this space)
Date Paid 4-5-62
License Fee $
Franchise Tax $
Filing Fee $20.00
Clerk L
(File in Duplicate)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
(CHARTER)
OF
THE PEOPLES GAS LIGHT AND COMPANY
---------------------------------
(Exact Corporate Name)
To CHARLES F. CARPENTIER, PAID
Secretary of State APR-5 1962
Springfield, Illinois /s/ Charles F. Carpentier
Secretary of State
The undersigned corporation, for the purpose of amending its Articles of
Incorporation (Charter) and pursuant to the provisions of Section 55 of "The
Business Corporation Act" of the State of Illinois, hereby executes the
following Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
THE PEOPLES GAS LIGHT AND COKE COMPANY
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
RESOLVED that, if the holders of 75% or more of the outstanding capital
stock of the Company shall vote in favor thereof, the Articles of Incorporation
(Charter) of this Company be amended in the following respects:
The Board of Directors shall consist of not less than three stockholders.
Subject to such limitation, the number of directors shall consist of such number
of stockholders as shall be fixed by the by-laws and may be increased or
decreased by amendment to the by-laws.
(Disregard separation into ARTICLE THIRD: The number of shares of the
classes if class voting does corporation outstanding at the time of the
not apply to the amendment adoption of said amendment or amendments
voted on.) was 11,780,638; and the number of shares of
each class entitled to vote as a class on the
adoption of said amendment or amendments, and
the designation of each such class were as
follows:
Class Number of Shares
(Disregard separation into ARTICLE FOURTH: The number of shares voted
classes if class voting does not for said amendment or amendments was
apply to the amendment voted 10,255,011; and the number of shares voted
on.) against said amendment or amendments was
45,197. The number of shares of each class
entitled to vote as a class voted for and
against said amendment or amendments,
respectively, was:
Class Number of Shares Voted
For Against
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(Disregard these items unless Item 1. On the date of the adoption of this
the amendment restates the amendment restating the articles of
articles of incorporation.) incorporation, the corporation had _____ shares
issued, itemized as follows:
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
</TABLE>
Item 2. On the date of the adoption of this
amendment restating the articles of
incorporation, the corporation had a stated
capital of $_____ and a paid-in surplus of
$_____ or a total of $_____.
(Disregard this Article where ARTICLE FIFTH: The manner in which the
this amendment contains no exchange, reclassification, or
such provisions.) cancellation of issued shares, or a
reduction of the number of authorized shares
of any class below the number of issued
shares of that class, provided for in, or
effected by, this amendment, is as follows:
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in
where amendment does not which said amendment or amendments effect
affect stated capital or paid-in a change in the amount of stated capital or
surplus.) the amount of paid-in surplus, or both, is as
follows:
(Disregard this Paragraph Paragraph 2: The amounts of stated capital
where amendment does not and of paid-in surplus as changed by this
affect stated capital or paid-in amendment are as follows:
surplus.)
Before Amendment After Amendment
Stated capital $ $
Paid-in surplus $ $
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its_______ President, and its
corporate seal to be hereto affixed, attested by its______ Secretary, this 5th
day of April, 1962.
THE PEOPLES GAS LIGHT AND COKE COMPANY
--------------------------------------
(Exact Corporate Name
Place
(CORPORATE SEAL) By /s/ L. A. Brandt
Here -------------------------
Its President
ATTEST:
/s/ E. M. Taber
---------------------
Its Secretary
<PAGE>
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I, Walter J. McElligott, a Notary Public, do hereby certify that on the 5th
day of April, 1962, L. A. Brandt personally appeared before me and, being first
duly sworn by me, acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Walter J. McElligott
-----------------------------------
Notary Public
Place
(NOTARIAL SEAL)
Here
Form BCA-55
Box 765 File 845
------------------------------------------
------------------------------------------
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
(CHARTER)
of
THE PEOPLES GAS LIGHT AND COKE COMPANY
--------------------------------------
FILED
APR-5 1962
/s/ Charles F. Carpentier
Secretary of State
FILE IN DUPLICATE
Filing Fee $20.00
Filing Fee for Re-Stated Articles $50.00
----------------------------------------
----------------------------------------
<PAGE>
Certificate Number_______
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, Articles of amendments to the Articles of Incorporation duly
signed and verified of THE PEOPLES GAS LIGHT AND COKE COMPANY have been filed in
the Office of the Secretary of State on the 1st day of April A.D. 1965, as
provided by "THE BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D.
1933.
Now Therefore, I, PAUL POWELL, Secretary of State of the State of Illinois
by virtue of the powers vested in me by law, do hereby issue this certificate of
amendment and attach thereto a copy of the Articles of Amendment to the Articles
of Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois. Done at the City of Springfield this 1st
day of April A.D. 1965 and of the Independence of the United States the one
hundred and 89th.
/s/Paul Powell
----------------------
Secretary of State
<PAGE>
Do not write in this space)
Date Paid 4-1-65
License Fee $
Franchise Tax $
Filing Fee $ 20.00
Clerk GP
(File in Duplicate)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
(CHARTER)
OF
THE PEOPLES GAS LIGHT AND COKE COMPANY
--------------------------------------
(Exact Corporate Name)
To PAUL POWELL,
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation (Charter) and pursuant to the provisions of Section 55 of "The
Business Corporation Act" of the State of Illinois, hereby executes the
following Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
THE PEOPLES GAS LIGHT AND COKE COMPANY
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
RESOLVED that, if 75% or more of the outstanding shares of capital stock of
the Company shall be voted in favor thereof, the Charter of this Company is
hereby amended by adding thereto the following additional corporate powers:
To engage in any business activity intended to promote or protect the
distribution, sale, consumption or use of gas by the Company in the Chicago
metropolitan area and surrounding areas in any manner and for any purpose for
which gas is or may be used or applied, including but not limited to the
business of producing, generating, selling or distributing other forms of
energy, chemicals, other products or by-products derived or resulting from the
consumption, conversion or other utilization of gas.
(continued)
<PAGE>
To purchase, construct, manufacture or otherwise acquire, operate,
maintain, finance, sell, lease or otherwise deal in or with, either directly or
indirectly or in participation with other persons, firms, or corporations, any
property, real or personal, or interests therein, including plants, pipelines,
production, storage and distribution facilities, machinery, equipment,
appliances, and other facilities of all kinds, wherever located, necessary or
appropriate for the furtherance of any of the Company's corporate powers.
To invest in, make loans or advances to, or finance the obligations of,
other persons, firms, or corporations in furtherance of any of the Company's
corporate powers.
<PAGE>
(Disregard separation into ARTICLE THIRD: The number of shares of the
classes if class voting does corporation outstanding at the time of the
not apply to the amendment adoption of said amendment or amendments was
voted on.) 15,763,955; and the number of shares of each
class entitled to vote as a class
on the adoption of said amendment or
amendments, and the designation of each such
class were as follows:
Class Number of Shares
------------- -----------------
Capital Stock 15,763,955
(Disregard separation into ARTICLE FOURTH: The number of shares voted
classes if class voting does not for said amendment or amendments was
apply to the amendment voted 14,169,172; and the number of shares voted
on) against said amendment or amendments was
30,908. The number of shares of each class
entitled to vote as a class voted for and
against said amendment or amendments,
respectively, was:
Class Number of Shares Voted
----- ----------------------
For Against
--- -------
Capital Stock 14,169,172 30,908
<TABLE>
<CAPTION>
<S> <C>
(Disregard these items unless Item 1. On the date of the adoption of this
the amendment restates the amendment, restating the articles of
articles of incorporation.) incorporation, the corporation had_____
shares issued, itemized as follows:
Series Number of Par value per share or statement
------- Shares that shares are without par value
Class (If Any)
----- ------ ---------------------------------
</TABLE>
Item 2. On the date of the adoption of this
amendment restating the articles of
incorporation, the corporation had a stated
capital of $____ and a paid-in surplus of
$____ or a total of $_____
<PAGE>
(Disregard this Article where ARTICLE FIFTH: The manner in which the
this amendment contains no exchange, reclassification, or cancellation
such provisions.) of issued shares, or a reduction of the
number of authorized shares of any class
below the number of issued shares of that
class, provided for in, or effected by, this
amendment, is as follows:
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in
where amendment does not which said amendment or amendments effect a
affect stated capital or paid-in change in the amount of stated capital or the
surplus.) amount of paid-in surplus, or both, is as
follows:
(Disregard this Paragraph Paragraph 2: The amounts of stated capital
where amendment does not and of paid-in surplus as changed by this
affect stated capital or paid-in amendment are as follows:
surplus.)
Before Amendment After Amendment
Stated capital $ $
Paid-in surplus $ $
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its President, and its corporate
seal to be hereto affixed, attested by its Secretary, this 1st day of April,
1965.
THE PEOPLES GAS LIGHT AND COKE COMPANY
--------------------------------------
(Exact Corporate Name)
Place
(CORPORATE SEAL) By /s/L.A. Brandt
---------------------
Here Its President
ATTEST:
/s/J.M. Wells
- -------------------------------
Its Secretary
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I. /s/Frank Navigato, a Notary Public, do hereby certify that on the 1st
day of April 1965, L. A. Brandt personally appeared before me and, being first
duly sworn by me, acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Frank Navigato
---------------------------
Notary Public
Place
(NOTARIAL SEAL)
Here
<PAGE>
Form BCA-55
Box 765 File 845
-------------------------------------
-------------------------------------
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
(CHARTER)
of
THE PEOPLES GAS LIGHT AND COKE COMPANY
--------------------------------------
FILED
APR 1, 1965
/s/Paul Powell
Secretary of State
FILE IN DUPLICATE
Filing Fee $20.00
Filing Fee for Re-Stated Articles $50.00
----------------------------------------
----------------------------------------
<PAGE>
Certificate Number ______________________
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, Articles of amendment to the Articles of Incorporation duly signed
and verified of THE PEOPLES GAS LIGHT AND COKE COMPANY have been filed in the
Office of the Secretary of State on the 20th day of June A.D. 1974, as provided
by "THE BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, MICHAEL J. HOWLETT, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of
Springfield this 20th day of June A.D. 1974 and of the
Independence of the United States the one hundred and 98th.
(SEAL) /s/Michael J. Howlett
-----------------------------
SECRETARY OF STATE.
<PAGE>
(Do not write in this space)
Date Paid 6-21-74
License Fee $
Franchise Tax $
Filing Fee $ 25.00
Clerk AP
CERTIFICATE OF INCREASE OF THE CAPITAL STOCK
of
THE PEOPLES GAS LIGHT AND COKE COMPANY
To Michael J. Howlett
Secretary of State
Springfield, Illinois
The undersigned corporation having increased its capital stock pursuant to
the Act under which it was organized hereby executes this Certificate in manner
consistent with the procedural provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois.
ARTICLE FIRST: The name of the corporation is:
THE PEOPLES GAS LIGHT AND COKE COMPANY
ARTICLE SECOND: THE PEOPLES GAS LIGHT AND COKE COMPANY, a corporation
organized under an Act of the General Assembly of the State of Illinois entitled
"An Act to incorporate The Peoples Gas Light and Coke Company", approved
February 12, 1855, as amended by an Act entitled "An Act to amend an Act
entitled 'An Act to incorporate The Peoples Gas Light and Coke Company",
approved February 7, 1865, has, under and by virtue of the power and authority
conferred by said Acts, and in a manner consistent with the procedural
provisions of "The Business Corporation Act" of the State of Illinois, increased
the capital stock of the corporation, being the aggregate number of shares which
the corporation is authorized to issue, from 20,000,000 to 40,000,000 shares
divided into one (1) class, designated common shares, which shares are without
par value.
ARTICLE THIRD: The Board of Directors of the corporation in the
resolutions providing for the increase in its capital stock directed that the
increase in capital stock (being the number of shares which the corporation is
authorized to issue) was subject to obtaining the consent and approval in
writing of the corporation's stockholder to the action taken by the Board of
Directors of the corporation as aforesaid, which consent and approval in
writing, dated June 6,1974, was delivered to the corporation on said date.
<PAGE>
ARTICLE FOURTH: On the date of the execution and delivery of the written
consent and approval of the corporation's stockholder referred to in Article
Third above, the number of shares of said corporation issued and outstanding was
19,377,069 shares of capital stock, said written consent and approval having
been executed and delivered by the holder of all of the issued and outstanding
shares of the corporation.
IN WITNESS WHEREOF, the undersigned corporation has caused this
"Certificate of Increase of the Capital Stock of The Peoples Gas Light and Coke
Company" to be executed in its name by its President, and its corporate seal to
be hereto affixed, attested by its Secretary, this 17th day of June, 1974.
THE PEOPLES GAS LIGHT AND COKE COMPANY
By /s/George F. Morrow
-------------------
Its President
ATTEST:
/s/C. Freund
- ------------
Its Secretary
<PAGE>
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I, Marilyn J. Yates, a Notary Public do hereby certify that on the 17th day
of June, 1974, George L. Morrow personally appeared before me and, being first
duly sworn by me, acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Marilyn J. Yates
-------------------
Notary Public
MY COMMISSION EXPIRES
JANUARY 7, 1978
0765 - 845-1
FILED
JUN. 20 1974
/s/Michael J. Howlett
Secretary of State
<PAGE>
Certificate
----------------
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, Articles of amendment to the Articles of Incorporation duly signed
and verified of THE PEOPLES GAS LIGHT AND COKE COMPANY have been filed in the
Office of the Secretary of State on the 22nd day of December A.D. 1977, as
provided by "THE BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D.
1933.
Now Therefore, I, ALAN J. DIXON, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of
Springfield, this 22nd day of December A.D. 1977 and of the
Independence of the United States the two hundred and 2nd.
(SEAL) /s/Alan J. Dixon
--------------------------------
SECRETARY OF STATE.
<PAGE>
(Do not write in this space)
Date Paid 12-23-77
License Fee $
Franchise Tax $
Filing Fee $ 25.00
Clerk AP
(File in Duplicate)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
(CHARTER)
OF
THE PEOPLES GAS LIGHT AND COKE COMPANY
--------------------------------------
(Exact Corporate Name)
To ALAN J. DIXON
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation (Charter) and pursuant to the provisions of Section 55 of "The
Business Corporation Act" of the State of Illinois, hereby executes the
following Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
THE PEOPLES GAS LIGHT AND COKE COMPANY
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
(A) Pursuant to Section 157 of the Illinois Business Corporation Act (the
"Act"), the Company hereby adopts all the rights, privileges, immunities and
franchises provided by the Act namely each and every provision thereof and
accepts all obligations and duties imposed by the Act.
(B) The authority of THE PEOPLES GAS LIGHT AND COKE COMPANY (the
"Company") to issue capital stock pursuant to its Charter is amended so as to
read in its entirety as follows:
Paragraph 1: The aggregate number of shares which the Company is
authorized to issue is 41,000,000 divided into two classes. The designation of
each class, the number of shares of each class, and the par value, if any, of
the shares of each class, or a statement that the shares of any class are
without par value, are as follows:
<PAGE>
Series
------- Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
----- ------ ---------------------------------
$100 Cumulative See Para- 1,000,000 $100.00
Preferred Stock graph 2-I(a)
Common stock None 40,000,000 without par value
(2) The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
I. $100 CUMULATIVE PREFERRED STOCK
(a) Issue of $100 Cumulative Preferred Stock in Series. Authority is
hereby expressly vested in the Board of Directors to divide, and to provide for
the issue from time to time of, the $100 Cumulative Preferred Stock in series,
and to fix and determine as to each such series:
(1) the designation of, and the number of shares to be issuable, in
such series;
(2) the dividend rate per annum for the shares of such series,
expressed either as a dollar amount per share or as a percentage of
the par value thereof, and the time of payment of such dividends;
(3) the price or prices at which, and the terms and conditions on
which, such shares may be redeemed;
(4) the amount payable upon each of such shares in the event of
voluntary dissolution, liquidation or winding up of the Company;
(5) the amount payable upon each of such shares in the event of
involuntary dissolution, liquidation or winding up of the Company;
(6) sinking fund provisions, if any, for the redemption or purchase
of such shares (the term "sinking fund", as used herein, including any
analogous fund, however designated);
(7) if such shares are to be issued with the privilege of conversion
into shares of the Common Stock the terms and conditions on which such
shares may be so converted; and
(8) other special rights and privileges of shares of such series as
shall not be inconsistent with the provisions hereof.
- 2 -
<PAGE>
In all other respects shares of the $100 Cumulative Preferred Stock of all
series shall be identical.
So long as any shares of any series of the $100 Cumulative Preferred Stock
shall be outstanding, the resolution of the Board of Directors establishing such
series shall not be amended or revoked so as to adversely affect any of the
preferences or other rights of the holders of the shares of such series, without
the affirmative vote or the written consent of the holders of at least two-
thirds of the shares of such series outstanding at the time or as of a record
date fixed by the Board of Directors, but such resolution may be so amended or
revoked with such vote or consent.
(b) PRIORITY. The $100 Cumulative Preferred Stock shall be prior and
senior to the Common Stock as to the payment of dividends and as to the
distribution of assets upon dissolution, liquidation or winding up of the
Company.
(c) DIVIDENDS. Holders of the $100 Cumulative Preferred Stock of each
series shall be entitled to receive cash dividends, out of funds legally
available therefor, when and as declared by the Board of Directors, at such rate
per annum and payable on such dates as shall have been fixed by the Board of
Directors for the shares of such series. Dividends on the $100 Cumulative
Preferred Stock of each series shall be cumulative with respect to each share
from the date of issue thereof. Dividends on the $100 Cumulative Preferred
Stock of each series shall be cumulative whether or not such dividends are
earned or declared. Accumulations of dividends shall not bear interest.
Whenever there shall be paid on the shares of any series of the $100 Cumulative
Preferred Stock the full amount or any part of the dividends payable thereon,
there shall also be paid at the same time on the shares of each other series of
$100 Cumulative Preferred Stock, if any, then outstanding the full amount or a
like proportionate part, as the case may be, of the dividends payable thereon.
No funds shall be paid into or set side for any sinking fund created for
any series of the $100 Cumulative Preferred Stock or for any stock of any class
ranking on a parity with or junior to the $100 Cumulative Preferred Stock with
respect to the payment of dividends or the distribution of assets, upon
dissolution, liquidation or winding up of the Company, unless all accrued and
unpaid dividends on the $100 Cumulative Preferred Stock for all past dividend
periods, and for the current dividend period, shall have been paid in full or
shall have been declared and funds sufficient for such payment set aside by the
Company, separate and apart from its other funds.
No dividend shall be paid or other distribution made on any stock of any
class ranking on a parity with or junior to the $100 Cumulative Preferred Stock
with respect to the payment of dividends or the distribution of assets upon
dissolution, liquidation or winding up of the Company, other than a dividend or
distribution solely of shares of such stock, and no such stock shall be
redeemed, purchased or otherwise acquired by the Company
- 3 -
<PAGE>
for a consideration, unless (1) all accrued and unpaid dividends on the $100
Cumulative Preferred Stock for all past dividend periods, and for the current
dividend period, shall have been paid in full or shall have been declared and
funds sufficient for such payment set aside by the Company, separate and apart
from its other funds, and (2) all funds then and theretofore required to be paid
into or set aside for any sinking fund or funds created for all series of the
$100 Cumulative Preferred Stock shall have been so paid or set aside.
(d) REDEMPTION OF $100 CUMULATIVE PREFERRED STOCK. Subject to the
limitations stated in subdivisions (c) and (e) hereof and except as may be
otherwise provided by the Board of Directors in respect of the shares of a
particular series, shares of any one or more series of the $100 Cumulative
Preferred Stock may be called for redemption and redeemed, at the option of the
Company, in whole at any time or in part from time to time, upon the notice
hereinafter provided for, by the payment therefor in cash of the then applicable
optional redemption price or prices fixed by the Board of Directors for the
shares which are to be redeemed.
If at any time less than all shares of any series of the $100 Cumulative
Preferred Stock shall be called for redemption, the shares so called shall be
selected by lot in such manner, or pro rata, all as may be determined by the
Board of Directors.
Notice of any proposed redemption shall be given by the Company by first
class mail, postage prepaid, or caused by the Company to be so given, not more
than 60 nor less than 30 days prior to the redemption date, to the holders of
record of the shares to be redeemed at their respective addresses then appearing
on the records of the Company.
At any time before the redemption date the Company may deposit in trust the
funds necessary for such redemption with a bank or trust company, to be
designated in the notice of such redemption, doing business in the City of
Chicago, State of Illinois, or in the Borough of Manhattan, The City of New
York, State of New York, and having capital, surplus and undivided profits
aggregating at least $5,000,000. In the event such deposit is made so that the
deposited funds shall be forthwith available to the holders of the shares to be
redeemed upon surrender of the certificates evidencing such shares, then, upon
the giving of the notice of such redemption, as hereinabove provided, or upon
the earlier delivery to such bank or trust company of irrevocable authorization
and direction so to give such notice, all shares with respect to the redemption
of which such deposit shall have been made and the giving of such notice
effected or authorization therefor given shall, whether or not the certificates
for such shares shall have been surrendered for cancellation, be deemed to be no
longer outstanding for any purpose and all rights with respect to such shares
shall thereupon cease and terminate, except only the right of the holders of the
certificates for such shares (1) to receive, out of the funds so deposited in
trust, from
- 4 -
<PAGE>
and after the time of such deposit, the amount payable upon the redemption
thereof, without interest, or (2) to exercise any privilege of conversion which
shall not theretofore have terminated. Any funds so deposited which shall not
be required for the payment of the redemption price of such shares by reason of
the exercise of any right of conversion subsequent to the date of such deposit
shall be paid over to the Company forthwith. At the expiration of six years
after the redemption date, any such funds then remaining on deposit with such
bank or trust company shall be paid over to the Company, free of trust, and
thereafter the holders of the certificates for such shares shall have no claims
against such bank or trust company, but only claims as unsecured creditors
against the Company for amounts equal to their pro rata portions of the funds so
paid over, without interest. Any interest on or other accretions to funds
deposited with such bank or trust company shall belong to the Company.
The provisions of this subdivision (d) with respect to the method and
effect of redemption shall be applicable to the redemption of shares pursuant to
any sinking fund created for any series of the $100 Cumulative Preferred Stock
as well as to the optional redemption of shares, except to the extent, if any,
that the terms of such sinking fund, as fixed and determined by the Board of
Directors, shall expressly otherwise provide.
(e) LIMITATIONS ON REDEMPTION AND PURCHASE OF $100 CUMULATIVE PREFERRED
STOCK. If and so long as the Company shall be in default in the payment of any
dividend on shares of any series of the $100 Cumulative Preferred Stock, or
shall be in default in the payment of funds into or the setting aside of funds
for any sinking fund created for any series of the $100 Cumulative Preferred
Stock, the Company shall not (other than by the use of unapplied funds, if any,
paid into or set aside for a sinking fund or funds prior to such default)
redeem, purchase or otherwise acquire for a consideration any shares of the $100
Cumulative Preferred Stock unless (i) all shares thereof are redeemed or (ii)
such purchase or acquisition is made pursuant to an offer to purchase at the
respective redemption prices made on a comparable basis to the holders of all
shares of the $100 Cumulative Preferred Stock then outstanding.
(f) STATUS OF $100 CUMULATIVE PREFERRED STOCK REDEEMED, PURCHASED OR
OTHERWISE REACQUIRED. All shares of the $100 Cumulative Preferred Stock of any
series which shall have been redeemed, purchased or otherwise reacquired by the
Company shall be cancelled and shall not be issued as shares of such series.
- 5 -
<PAGE>
(g) LIQUIDATION PREFERENCE. In the event of dissolution, liquidation or
winding up of the Company, whether voluntary or involuntary, holders of the $100
Cumulative Preferred Stock of each series shall be entitled to receive out of
the assets of the Company, before any payment or distribution shall be made to
the holders of Common Stock or of any other stock of the Company ranking junior
to the $100 Cumulative Preferred Stock with respect to the payment of dividends
or the distribution of assets, upon dissolution, liquidation or winding up of
the Company, such amount per share as shall have been fixed by the Board of
Directors as the dissolution, liquidation or winding up price, as the case may
be, for the shares of such series. If upon any such dissolution, liquidation or
winding up, the assets of the Company available for payment to stockholders are
not sufficient to make payment in full to holders of the $100 Cumulative
Preferred Stock, payment shall be made to such holders ratably in accordance
with the numbers of shares held by them respectively, and, in case there shall
be outstanding more than one series of the $100 Cumulative Preferred Stock,
ratably in accordance with the respective distributive amounts to which such
holders shall be entitled.
Neither a consolidation or merger of the Company with or into any other
corporation, nor a merger of any other corporation into the Company, nor the
redemption or purchase by the Company of all or a part of the outstanding
shares of any class or classes of its stock, nor a sale or transfer of the
property and business of the Company, as or substantially as an entirety, shall
be considered a dissolution, liquidation or winding up of the Company within the
meaning of the foregoing provisions.
(h) RESTRICTIONS ON CERTAIN CORPORATE ACTION. (1) So long as any shares
of the $100 Cumulative Preferred Stock shall be outstanding,
(A) the Company shall not, without the affirmative vote or the
written consent of the holders of at least two-thirds of the shares of the
$100 Cumulative Preferred Stock outstanding at the time or as of a record
date fixed by the Board of Directors, increase the number of authorized
shares of $100 Cumulative Preferred Stock or create or authorize any stock
of any class ranking prior to or on a parity with the $100 Cumulative
Preferred Stock with respect to the payment of dividends or the
distribution of assets upon dissolution, liquidation or winding up of the
Company; and
(B) the Company shall not amend the Charter of the Company so as to
adversely affect any of the preferences or other rights of the holders of
the $100 Cumulative Preferred Stock without (i) the affirmative vote or the
written consent of the holders of at least two-thirds of the shares of the
$100 Cumulative Preferred Stock outstanding at the time or as of a record
date fixed by the Board of Directors and (ii) the affirmative vote or the
written consent of the holders of at least two-thirds
- 6 -
<PAGE>
of the shares of each series of the $100 Cumulative Preferred Stock so adversely
affected outstanding at the time or as of a record date fixed by the Board of
Directors.
(2) So long as any shares of the $100 Cumulative Preferred Stock shall be
outstanding, the Company shall not, without the affirmative vote or the written
consent of the holders of a majority of the shares of the $100 Cumulative
Preferred Stock outstanding at the time or as of a record date fixed by the
Board of Directors, consolidate with or merge into any other corporation, under
applicable statutory procedure, or make any sale or transfer of the property and
business of the Company as or substantially as an entirety; provided, however,
that this restriction shall not apply to a consolidation of the Company with or
its merger into or the sale or transfer of the property and business of the
Company as or substantially as an entirety to (A) any corporation which owned
directly, or indirectly through one or more other corporations, 50% or more of
the voting securities of the Company, or any corporation 50% or more of the
voting securities of which is so owned by the Company, but only if as a result
thereof no capital stock is extant which is senior to or on a parity with the
$100 Cumulative Preferred Stock with respect to the distribution of assets upon
dissolution, liquidation or winding up of the surviving entity or as to the
payment of dividends, or (B) any corporation, when such consolidation, merger,
sale or transfer shall be required by order or regulation of any commission or
other governmental agency having jurisdiction in the premises. The term "sale
or transfer", as used in this subpart (h), includes a lease or exchange but does
not include a mortgage or pledge.
(i) PREEMPTIVE RIGHTS. Holders of the $100 Cumulative Preferred Stock
shall not have any preemptive rights.
II. COMMON STOCK
(a) DIVIDENDS. Subject to the preferential rights of the holders of the
$100 Cumulative Preferred Stock with respect to the payment of dividends and
sinking fund payments, as set forth in subdivision (c) of Division I, holders of
the Common Stock shall be entitled to receive dividends, out of funds legally
available therefor, when and as declared by the Board of Directors.
(b) LIQUIDATION PREFERENCES. In the event of dissolution, liquidation or
winding up of the Company, whether voluntary or involuntary, holders of the
Common Stock shall be entitled to receive, ratably in accordance with the
numbers of shares held by them respectively, the assets of the Company,
available for payment to shareholders, remaining after payment in full shall
have been made to holders of the $100 Cumulative Preferred Stock in accordance
with the provisions of subdivision (g) of Division I.
- 7 -
<PAGE>
Neither a consolidation or merger of the Company with or into any other
corporation, nor a merger of any other corporation into the Company, nor
the redemption or purchase by the Company of all or a part of the
outstanding shares of any class or classes of its stock, nor a sale or
transfer of the property and business of the Company, as or substantially
as an entirety, shall be considered a dissolution, liquidation or winding
up of the Company within the meaning of the foregoing provisions.
(c) PREEMPTIVE RIGHTS. Holders of the Common Stock shall not have any
preemptive rights.
<TABLE>
<CAPTION>
<S> <C>
(Disregard separation into ARTICLE THIRD: The number of shares of the
classes if class voting does corporation outstanding at the time of the adoption of said
not apply to the amendment amendment or amendments was 24,817,566 common
voted on.) shares; and the number of shares of each class entitled to
vote as a class on the adoption of said amendment or
amendments, and the designation of each such class were
as follows:
Class Number of Shares
Inapplicable
(Disregard separation into ARTICLE FOURTH: The number of shares voted for
classes if class voting does not said amendment or amendments was 24,817,566 and the
apply to the amendment voted number of shares voted against said amendment or
on.) amendments was 00. The number of shares of each class
entitled to vote as a class voted for and against said
amendment or amendments, respectively, was:
Class Number of Shares Voted
For Against
Inapplicable
(Disregard these items unless Item 1. On the date of the adoption of this amendment
the amendment restates the restating the articles of incorporation, the corporation
articles of incorporation.) had____ shares issued, itemized as follows:
Series Number of Par value per share or statement
Class (If Any) Shares that shares are without par value
Inapplicable
Item 2. On the date of the adoption of this amendment restating the articles
of incorporation, the corporation had a stated capital of $___ and a paid-in
surplus of $___ or a total of $___
Inapplicable
(Disregard this Article where ARTICLE FIFTH: The manner in which the exchange, reclassification,
this amendment contains no or cancellation of issued shares, or a reduction of the number of
such provisions.) authorized shares of any class below the number of issued shares of
that class, provided for in, or effected by, this amendment, is as follows:
Inapplicable
- 8 -
<PAGE>
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which
where amendment does not said amendment or amendments effect a change in the
affect stated capital or paid-in amount of stated capital or the amount of paid-in surplus,
surplus.) or both, is as follows:
Inapplicable
(Disregard this Paragraph Paragraph 2: The amounts of stated capital and of
where amendment does not paid-in surplus as changed by this amendment are as
affect stated capital or paid-in follows:
surplus.)
Before Amendment After Amendment
Stated capital $ $
Paid-in surplus $ $
Inapplicable
</TABLE>
- 9 -
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its Vice President, and its corporate
seal to be hereto affixed, attested by its Assistant Secretary, this 19th day of
December, 1977.
THE PEOPLES GAS LIGHT AND COKE COMPANY
--------------------------------------
(Exact Corporate Name
Place
(CORPORATE SEAL) By /s/Masao Igasaki, Jr.
Here ---------------------
Its Vice President
ATTEST:
/s/D. G. Holm
- ---------------------------
Its Assistant Secretary
STATE OF ILLINOIS }
} ss.
COUNTY OF COOK }
I, RITA THOMAS, a Notary Public, do hereby certify that on the 19th day of
December 1977, Masao Igasaki, Jr. personally appeared before me and, being first
duly sworn by me, acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Rita Thomas
--------------
Place Notary Public
(NOTARIAL SEAL)
Here
Box_________ File________
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
(CHARTER)
of
THE PEOPLES GAS LIGHT AND COKE COMPANY
FILED
Dec. 22, 1977
Alan J. Dixon
Secretary of State
FILE IN DUPLICATE
Filing Fee $25.00
Filing Fee for Re-Stated Articles $100.00
<PAGE>
(Do not write in this space)
FORM L. Date Paid 12-23-77
Filing Fee 5.00
STATEMENT OF RESOLUTION Clerk_________
ESTABLISHING SERIES
ADOPTED BY BOARD OF DIRECTORS
TO ALAN J. DIXON,
Secretary of State,
Springfield, Illinois 62706
The undersigned corporation, for the purpose of establishing and
designating a series of $100 Cumulative Preferred Stock and fixing and
determining the relative rights and preferences of the shares of such series,
and pursuant to the provisions of Section 15 of "The Business Corporation Act"
of the State of Illinois, hereby executes the following statement:
1. The name of the corporation is The Peoples Gas Light and Coke Company
(the "Company").
2. The following resolution was adopted by the Board of Directors,
establishing and designating a series of $100 Cumulative Preferred Stock and
fixing and determining the relative rights and preferences of the shares of such
series:
RESOLVED, that pursuant to the authority expressly vested in the Board of
Directors by the Company's Charter, there be and there hereby is established a
series of the $100 Cumulative Preferred Stock of the Company, the designation of
such series, the number of shares to be issuable thereunder, and certain of the
terms and provisions thereof to be as follows:
I. DESIGNATION OF SERIES AND NUMBER OF SHARES TO BE ISSUABLE. Such series
of the $100 Cumulative Preferred Stock shall be designated $100 Cumulative
Preferred Stock 7.96% Series, of which series 100,000 shares shall be issuable.
II. DIVIDENDS. Dividends shall be payable on the shares of the $100
Cumulative Preferred Stock 7.96% Series at the rate of 7.96% per annum on the
par value thereof, and no more, payable on the first day of January, April, July
and October in each year, and shall accrue from the issue date; the first
payment to be made on April 1, 1978. Dividends payable on April 1, 1978 and
dividends payable on the date of any redemption or purchase of the $100
Cumulative Preferred Stock 7.96% Series not occurring on a regular dividend
payment date, shall be calculated on the basis of the actual number of days
elapsed (including the date of redemption or purchase) over a 360-day year.
<PAGE>
III. REDEMPTION. Subject to the Charter of the Company with respect to
the notice and manner of redemption of $100 Cumulative Preferred Stock, the
shares of the $100 Cumulative Preferred Stock 7.96% Series shall be redeemable
at the option of the Company in whole at any time, or in part from time to time,
after the issue thereof at $107.96 per share through December 31, 1978, and
thereafter at the following applicable prices per share during the respective
12-month periods ending December 31 of the years indicated:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1979 $107.80 1991 $105.85 2003 $103.90 2015 $101.95
1980 107.64 1992 105.69 2004 103.74 2016 101.79
1981 107.47 1993 105.52 2005 103.57 2017 101.63
1982 107.31 1994 105.36 2006 103.41 2018 101.46
1983 107.15 1995 105.20 2007 103.25 2019 101.30
1984 106.99 1996 105.04 2008 103.09 2020 101.14
1985 106.82 1997 104.87 2009 102.92 2021 100.98
1986 106.66 1998 104.71 2010 102.76 2022 100.81
1987 106.50 1999 104.55 2011 102.60 2023 100.65
1988 106.34 2000 104.39 2012 102.44 2024 100.49
1989 106.17 2001 104.22 2013 102.28 2025 100.33
1990 106.01 2002 104.06 2014 102.11 2026 100.16
</TABLE>
and at $100 per share on and after January 1, 2027 plus, in each case, an amount
equivalent to preferential dividends at the rate aforesaid accrued and unpaid to
the date of redemption. All redemptions of shares of the $100 Cumulative
Preferred Stock 7.96% Series shall be pro rata, as nearly as may be, among the
holders of such shares according to the number of shares held by each. The
shares of the $100 Cumulative Preferred Stock 7.96% Series shall not be
redeemable at the option of the Company prior to January 1, 1988, directly or
indirectly, from or in anticipation of moneys borrowed by or for the account of
the Company or received from sales of other $100 Cumulative Preferred Stock (or
any other capital stock of the Company ranking senior to its common stock with
respect to the payment of dividends or the distribution of assets upon
dissolution, liquidation or winding up of the Company) sold by the Company if
such borrowed moneys have an interest cost or such stock has a dividend cost to
the Company (calculated in accordance with generally accepted financial
practice) of less than 7.96% per annum. The shares of the $100 Cumulative
Preferred Stock 7.96% Series, shall also be redeemable for purposes of the
sinking fund hereinafter provided at the price of $100 per share plus an amount
equivalent to preferential dividends at the rate aforesaid accrued and unpaid to
the date of redemption.
2
<PAGE>
IV. LIQUIDATION PRICES. The amount payable on each share of the $100
Cumulative Preferred Stock 7.96% Series in the event of voluntary dissolution,
liquidation or winding up of the Company shall be an amount per share equal to
the optional redemption prices set forth in Section III above at the date fixed
for payment plus an amount equivalent to preferential dividends accrued and
unpaid thereon to the date fixed for payment.
The amount payable on each share of such series in the event of involuntary
dissolution, liquidation or winding up of the Company shall be $100 per share
plus an amount equivalent to preferential dividends accrued and unpaid thereon
to the date fixed for payment, and no more.
V. SINKING FUND. The Company shall, on or before January 1 of each year
beginning with the year 1989, so long as any shares of the $100 Cumulative
Preferred Stock 7.96% Series shall be outstanding, set aside as a sinking fund
for such stock, separate and apart from its own funds, out of legally available
funds, after full payment or provision for payment has been made for all
dividends accrued on the $100 Cumulative Preferred Stock 7.96% Series, whether
or not earned or declared, to such date, an amount sufficient to redeem on such
January 1, at the sinking fund redemption price (a) 2,500 shares and, at its
option, up to an additional 2,500 shares of $100 Cumulative Preferred Stock
7.96% Series, or (b) the number of shares of such series outstanding, whichever
shall be less. The amounts set aside on or before each such date for the
sinking fund shall be used to redeem on such date, on a pro rata basis among the
holders of the $100 Cumulative Preferred Stock 7.96% Series and in the manner
provided in the Company's Charter, $100 Cumulative Preferred Stock 7.96% Series
outstanding at the sinking fund price as provided in Section III. The
obligation hereunder shall be cumulative so that if the Company is for any
reason unable to redeem on such January 1, at the sinking fund redemption price
2,500 shares of the $100 Cumulative Preferred Stock 7.96% Series funds legally
available therefor shall, by action of the Company's Board of Directors, be
applied thereto until all such requirements are fully discharged. No shares of
the $100 Cumulative Preferred Stock 7.96% Series redeemed at the option of the
Company pursuant to Section III above, redeemed at the option of the Company
pursuant to this Section V over the required sinking fund redemption of 2,500
shares or otherwise purchased or acquired by the Company, may be credited to, or
relieve the Company to any extent from, the sinking fund obligation of the
Company set forth in this Section V.
VI. RESTRICTION ON ISSUE OF ADDITIONAL CUMULATIVE PREFERRED STOCK OR
PARITY STOCK. So long as any shares of the $100 Cumulative Preferred Stock
7.96% Series are outstanding, the Company shall not, without the consent of
holders of
3
<PAGE>
two-thirds of the outstanding shares of the $100 Cumulative Preferred Stock
7.96% Series, issue any shares of $100 Cumulative Preferred Stock in addition to
the 100,000 shares of the $100 Cumulative Preferred Stock 7.96% Series
hereinbefore referred to (except for the purpose of refunding shares of $100
Cumulative Preferred Stock at the time outstanding with shares of such stock of
a like aggregate par value), or issue any stock ranking on a parity with the
$100 Cumulative Preferred Stock with respect to the distribution of assets upon
dissolution, liquidation or winding up of the Company or as to the payment of
dividends, or issue any obligation or security payable in or convertible into
shares of $100 Cumulative Preferred Stock or such parity stocks, unless,
(a) the consolidated net earnings of the Company available for interest
and dividends for a period of 12 consecutive calendar months out of the 15
calendar months immediately preceding such issue shall amount to at least 1 1/2
times the sum of (x) the actual interest charges paid or accrued during such
period of 12 months and (y) the total of annual dividend requirements of all
shares of the $100 Cumulative Preferred Stock, and of any stock ranking senior
to or on a parity with the $100 Cumulative Preferred Stock with respect to the
distribution of assets upon the dissolution, liquidation or winding up of the
Company or as to the payment of dividends, to be outstanding after giving effect
to such issue; and
(b) after giving effect to such issue, the consolidated net assets of the
Company shall amount to at least 225% of the aggregate par value (or, in the
case of shares without par value, the involuntary liquidation preference) of all
$100 Cumulative Preferred Stock, and of any stock ranking senior to or on a
parity with the $100 Cumulative Preferred Stock with respect to the distribution
of assets upon the dissolution, liquidation or winding up of the Company or as
to the payment of dividends, then to be outstanding.
VII. RESTRICTION ON DIVIDENDS, ETC. So long as any shares of the $100
Cumulative Preferred Stock 7.96% Series are outstanding, no dividend shall be
paid or declared, or other distribution made, on shares of any class ranking
subordinate to the $100 Cumulative Preferred Stock as to the payment of
dividends, nor shall any shares of any class ranking subordinate to the $100
Cumulative Preferred Stock with respect to the distribution of assets upon
dissolution, liquidation or winding up of the Company or as to the payment of
dividends be purchased, redeemed or otherwise acquired for a consideration
unless (a) there are no arrearages
4
<PAGE>
in dividends on shares of the $100 Cumulative Preferred Stock 7.96% Series, (b)
any funds required by Section V hereof to be set apart or paid have been so set
apart or paid, and (c) if after giving effect to such dividend, distribution,
purchase, redemption or acquisition, the consolidated net assets of the Company
shall be no less than 225% of the aggregate par value (or in the case of shares
without par value, the involuntary liquidation preference) of all the
outstanding $100 Cumulative Preferred Stock and of any stock ranking senior to
or on a parity with the $100 Cumulative Preferred Stock with respect to the
distribution of assets upon dissolution, liquidation or winding up of the
Company or as to the payment of dividends provided, however, that the
restrictions of this paragraph shall not apply to the declaration and payment of
dividends on shares of any class ranking subordinate to the $100 Cumulative
Preferred Stock as to the payment of dividends, if payable solely in shares of
any class ranking subordinate to the $100 Cumulative Preferred Stock with
respect to the distribution of assets upon dissolution, liquidation or winding
up of the Company and as to the payment of dividends, nor to the acquisition of
any shares of any class ranking subordinate to the $100 Cumulative Preferred
Stock with respect to the distribution of assets upon dissolution, liquidation
or winding up of the Company or as to the payment of dividends through
application of proceeds of any shares of any class ranking subordinate to the
$100 Cumulative Preferred Stock with respect to the distribution of assets upon
dissolution, liquidation or winding up of the Company and as to the payment of
dividends sold at or about the time of such acquisition, nor shall such
restrictions prevent the transfer of any amount from surplus to stated capital;
VIII. MISCELLANEOUS. For the purpose hereof the meanings below assigned
shall control:
The "consolidated net earnings of the Company available for interest
and dividends" for any period means the consolidated net income of the Company
and its consolidated subsidiary companies for a 12 month period, adjusted to
exclude extraordinary gain or loss items net of income taxes, arising other than
out of the ordinary course of business, all as determined in accordance with
generally accepted accounting principles, but in any case crediting to income
all amounts of allowance for funds used during construction, all interest
expense, and all preferred stock dividends accrued during such period.
5
<PAGE>
The "consolidated net assets of the Company" at any time means the
assets of the Company minus its liabilities determined in accordance with
generally accepted accounting principles, but in making such determination of
liabilities there shall be included, in addition to all liabilities, any capital
stock expense, reserves and deferred credits (other than capital stock, stock
premiums, surplus accounts, deferred investment tax credits and contributions in
aid of construction). For purposes of the preceding paragraphs and this
paragraph, obligations or securities payable in or convertible into shares of
$100 Cumulative Preferred Stock, or in or into shares ranking senior to or on a
parity with the $100 Cumulative Preferred Stock with respect to the distribution
of assets upon dissolution, liquidation or winding up of the Company or as to
the payment of dividends, shall be treated as though such shares had been issued
in payment or upon conversion of such obligations or securities.
IX. NO CONVERSION PRIVILEGE. The shares of the $100 Cumulative Preferred
Stock 7.96% Series shall not be convertible into other shares or securities of
the Company.
3. The date of adoption of such resolution was December 19, 1977.
4. Such resolution was duly adopted by the Board of Directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this statement
to be executed in its name by its Vice President, attested by its Assistant
Secretary, this 19th day of December, 1977.
The Peoples Gas Light and Coke Company
By /s/ Masao Igasaki, Jr.
------------------------
(Corporate Seal) Vice President
Attest:
/s/D.G. Holm
- ----------------------
Assistant Secretary
6
<PAGE>
STATE OF ILLINOIS }
} ss.
COUNTY OF COOK }
I, RITA THOMAS, a Notary Public, do hereby certify that on the 19th day of
December, 1977, personally appeared before me Masao Igasaki, Jr., who declares
he is a Vice President of the Company executing the foregoing document and,
being first duly sworn, acknowledged that he signed the foregoing document in
the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Rita Thomas
---------------
Notary Public
(Notarial Seal)
FORM L.
Box______ File______
STATEMENT OF RESOLUTION
ESTABLISHING SERIES
ADOPTED BY
THE BOARD OF DIRECTORS
OF
THE PEOPLES GAS LIGHT AND COKE COMPANY
Filed
December 22, 1977
/s/Alan J. Dixon
File in duplicate
Filing Fee $5.00
Note: This form is applicable only where the articles of incorporation
expressly vest authority in the board of directors to establish series and to
fix and determine the relative rights and preferences thereof. In such case
series may be established and rights and preferences fixed and determined by
resolution of the board of directors only to the extent provided in Section 15
of "The Business Corporation Act" and only to the extent not already
established, fixed and determined by the articles of incorporation.
<PAGE>
FORM L. 0765-845-1
(Do not write in this space.)
AMENDED AND RESTATED Date Paid 8-23-78
STATEMENT OF RESOLUTION Filing Fee 5.00
ESTABLISHING SERIES Clerk AP
ADOPTED BY BOARD OF DIRECTORS -----------
TO ALAN J. DIXON,
Secretary of State,
Springfield, Illinois 62706
The undersigned corporation, for the purpose of amending the Resolution
establishing and designating a series of $100 Cumulative Preferred Stock and
fixing and determining the relative rights and preferences of the shares of such
series, and pursuant to the provisions of Section 15 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
restatement:
1. The name of the corporation is The Peoples Gas Light and Coke Company
(the "Company").
2. The following resolution was adopted by the Board of Directors,
establishing and designating a series of $100 Cumulative Preferred Stock and
fixing and determining the relative rights and preferences of the shares of such
series:
RESOLVED, that pursuant to the authority expressly vested in the Board of
Directors by the Company's Charter, there be and there hereby is established a
series of the $100 Cumulative Preferred Stock of the Company, the designation of
such series, the number of shares to be issuable thereunder, and certain of the
terms and provisions thereof to be as follows:
I. DESIGNATION OF SERIES AND NUMBER OF SHARES TO BE ISSUABLE. Such series
of the $100 Cumulative Preferred Stock shall be designated $100 Cumulative
Preferred Stock 7.96% Series, of which series 100,000 shares shall be issuable.
II. DIVIDENDS. Dividends shall be payable on the shares of the $100
Cumulative Preferred Stock 7.96% Series at the rate of 7.96% per annum on the
par value thereof, and no more, payable on the first day of January, April, July
and October in each year, and shall accrue from the issue date; the first
payment to be made on April 1, 1978. Dividends payable on April 1, 1978 and
dividends payable on the date of any redemption or purchase of the $100
Cumulative Preferred Stock 7.96% Series not occurring on a regular dividend
payment date, shall be calculated on the basis of the actual number of days
elapsed (including the date of redemption or purchase) over a 360-day year.
<PAGE>
III. REDEMPTION. Subject to the Charter of the Company with respect to
the notice and manner of redemption of $100 Cumulative Preferred Stock, the
shares of the $100 Cumulative Preferred Stock 7.96% Series shall be redeemable
at the option of the Company in whole at any time, or in part from time to time,
after the issue thereof at $107.96 per share through December 31, 1978, and
thereafter at the following applicable prices per share during the respective
12-month periods ending December 31 of the years indicated:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1979 $107.80 1991 $105.85 2003 $103.90 2015 $101.95
1980 107.64 1992 105.69 2004 103.74 2016 101.79
1981 107.47 1993 105.52 2005 103.57 2017 101.63
1982 107.31 1994 105.36 2006 103.41 2018 101.46
1983 107.15 1995 105.20 2007 103.25 2019 101.30
1984 106.99 1996 105.04 2008 103.09 2020 101.14
1985 106.82 1997 104.87 2009 102.92 2021 100.98
1986 106.66 1998 104.71 2010 102.76 2022 100.81
1987 106.50 1999 104.55 2011 102.60 2023 100.65
1988 106.34 2000 104.39 2012 102.44 2024 100.49
1989 106.17 2001 104.22 2013 102.28 2025 100.33
1990 106.01 2002 104.06 2014 102.11 2026 100.16
</TABLE>
and at $100 per share on and after January 1, 2027 plus, in each case, an amount
equivalent to preferential dividends at the rate aforesaid accrued and unpaid to
the date of redemption. All redemptions of shares of the $100 Cumulative
Preferred Stock 7.96% Series shall be pro rata, as nearly as may be, among the
holders of such shares according to the number of shares held by each. The
shares of the $100 Cumulative Preferred Stock 7.96% Series shall not be
redeemable at the option of the Company prior to January 1, 1988, directly or
indirectly, from or in anticipation of moneys borrowed by or for the account of
the Company or received from sales of other $100 Cumulative Preferred Stock (or
any other capital stock of the Company ranking senior to its common stock with
respect to the payment of dividends or the distribution of assets upon
dissolution, liquidation or winding up of the Company) sold by the Company if
such borrowed moneys have an interest cost or such stock has a dividend cost to
the Company (calculated in accordance with generally accepted financial
practice) of less than 7.96% per annum. The shares of the $100 Cumulative
Preferred Stock 7.96% Series, shall also be redeemable for purposes of the
sinking fund hereinafter provided at the price of $100 per share plus an amount
equivalent to preferential dividends at the rate aforesaid accrued and unpaid to
the date of redemption.
2
<PAGE>
IV. LIQUIDATION PRICES. The amount payable on each share of the $100
Cumulative Preferred Stock 7.96% Series in the event of voluntary dissolution,
liquidation or winding up of the Company shall be an amount per share equal to
the optional redemption prices set forth in Section III above at the date fixed
for payment plus an amount equivalent to preferential dividends accrued and
unpaid thereon to the date fixed for payment.
The amount payable on each share of such series in the event of involuntary
dissolution, liquidation or winding up of the Company shall be $100 per share
plus an amount equivalent to preferential dividends accrued and unpaid thereon
to the date fixed for payment, and no more.
V. SINKING FUND. The Company shall, on or before January 1 of each year
beginning with the year 1989, so long as any shares of the $100 Cumulative
Preferred Stock 7.96% Series shall be outstanding, set aside as a sinking fund
for such stock, separate and apart from its own funds, out of legally available
funds, after full payment or provision for payment has been made for all
dividends accrued on the $100 Cumulative Preferred Stock 7.96% Series, whether
or not earned or declared, to such date, an amount sufficient to redeem on such
January 1, at the sinking fund redemption price (a) 2,500 shares and, at its
option, up to an additional 2,500 shares of $100 Cumulative Preferred Stock
7.96% Series, or (b) the number of shares of such series outstanding, whichever
shall be less. The amounts set aside on or before each such date for the
sinking fund shall be used to redeem on such date, on a pro rata basis among the
holders of the $100 Cumulative Preferred Stock 7.96% Series and in the manner
provided in the Company's Charter, $100 Cumulative Preferred Stock 7.96% Series
outstanding at the sinking fund price as provided in Section III. The
obligation hereunder shall be cumulative so that if the Company is for any
reason unable to redeem on such January 1, at the sinking fund redemption price
2,500 shares of the $100 Cumulative Preferred Stock 7.96% Series funds legally
available therefor shall, by action of the Company's Board of Directors, be
applied thereto until all such requirements are fully discharged. No shares of
the $100 Cumulative Preferred Stock 7.96% Series redeemed at the option of the
Company pursuant to Section III above, redeemed at the option of the Company
pursuant to this Section V over the required sinking fund redemption of 2,500
shares or otherwise purchased or acquired by the Company, may be credited to, or
relieve the Company to any extent from, the sinking fund obligation of the
Company set forth in this Section V.
VI. RESTRICTION ON ISSUE OF ADDITIONAL CUMULATIVE PREFERRED STOCK OR
PARITY STOCK. So long as any shares of the $100 Cumulative Preferred Stock
7.96% Series are outstanding, the Company shall not, without the consent of
holders of
3
<PAGE>
two-thirds of the outstanding shares of the $100 Cumulative Preferred Stock
7.96% Series, issue any shares of $100 Cumulative Preferred Stock in addition to
the 100,000 shares of the $100 Cumulative Preferred Stock 7.96% Series
hereinbefore referred to (except for the purpose of refunding shares of $100
Cumulative Preferred Stock at the time outstanding with shares of such stock of
a like aggregate par value), or issue any stock ranking senior to or on a parity
with the $100 Cumulative Preferred Stock with respect to the distribution of
assets upon dissolution, liquidation or winding up of the Company or as to the
payment of dividends, or issue any obligation or security payable in or
convertible into shares of $100 Cumulative Preferred Stock or such senior or
parity stocks, unless,
(a) the consolidated net earnings of the Company available for interest
and dividends for a period of 12 consecutive calendar months out of the 15
calendar months immediately preceding such issue shall amount to at least 1 1/2
times the sum of (x) the actual interest charges paid or accrued during such
period of 12 months and (y) the total of annual dividend requirements of all
shares of the $100 Cumulative Preferred Stock, and of any stock ranking senior
to or on a parity with the $100 Cumulative Preferred Stock with respect to the
distribution of assets upon the dissolution, liquidation or winding up of the
Company or as to the payment of dividends, to be outstanding after giving effect
to such issue; and
(b) after giving effect to such issue, the consolidated net assets of the
Company shall amount to at least 225% of the aggregate par value (or, in the
case of shares without par value, the involuntary liquidation preference) of all
$100 Cumulative Preferred Stock, and of any stock ranking senior to or on a
parity with the $100 Cumulative Preferred Stock with respect to the distribution
of assets upon the dissolution, liquidation or winding up of the Company or as
to the payment of dividends, then to be outstanding.
VII. RESTRICTION ON DIVIDENDS, ETC. So long as any shares of the $100
Cumulative Preferred Stock 7.96% Series are outstanding, no dividend shall be
paid or declared, or other distribution made, on shares of any class ranking
subordinate to the $100 Cumulative Preferred Stock as to the payment of
dividends, nor shall any shares of any class ranking subordinate to the $100
Cumulative Preferred Stock with respect to the distribution of assets upon
dissolution, liquidation or winding up of the Company or as to the payment of
dividends be purchased, redeemed or otherwise acquired for a consideration
unless (a) there are no arrearages
4
<PAGE>
in dividends on shares of the $100 Cumulative Preferred Stock 7.96% Series, (b)
any funds required by Section V hereof to be set apart or paid have been so set
apart or paid, and (c) if after giving effect to such dividend, distribution,
purchase, redemption or acquisition, the consolidated net assets of the Company
shall be no less than 225% of the aggregate par value (or in the case of shares
without par value, the involuntary liquidation preference) of all the
outstanding $100 Cumulative Preferred Stock and of any stock ranking senior to
or on a parity with the $100 Cumulative Preferred Stock with respect to the
distribution of assets upon dissolution, liquidation or winding up of the
Company or as to the payment of dividends provided, however, that the
restrictions of this paragraph shall not apply to the declaration and payment of
dividends on shares of any class ranking subordinate to the $100 Cumulative
Preferred Stock as to the payment of dividends, if payable solely in shares of
any class ranking subordinate to the $100 Cumulative Preferred Stock with
respect to the distribution of assets upon dissolution, liquidation or winding
up of the Company and as to the payment of dividends, nor to the acquisition of
any shares of any class ranking subordinate to the $100 Cumulative Preferred
Stock with respect to the distribution of assets upon dissolution, liquidation
or winding up of the Company or as to the payment of dividends through
application of proceeds of any shares of any class ranking subordinate to the
$100 Cumulative Preferred Stock with respect to the distribution of assets upon
dissolution, liquidation or winding up of the Company and as to the payment of
dividends sold at or about the time of such acquisition, nor shall such
restrictions prevent the transfer of any amount from surplus to stated capital;
VIII. MISCELLANEOUS. For the purpose hereof the meanings below assigned
shall control:
The "consolidated net earnings of the Company available for interest
and dividends" for any period means the consolidated net income of the Company
and its consolidated subsidiary companies for a 12 month period, adjusted to
exclude extraordinary gain or loss items net of income taxes, arising other than
out of the ordinary course of business, all as determined in accordance with
generally accepted accounting principles, but in any case crediting to income
all amounts of allowance for funds used during construction, all interest
expense, and all preferred stock dividends accrued during such period.
5
<PAGE>
The "consolidated net assets of the Company" at any time means the
assets of the Company minus its liabilities determined in accordance with
generally accepted accounting principles, but in making such determination of
liabilities there shall be included, in addition to all liabilities, any capital
stock expense, reserves and deferred credits (other than capital stock, stock
premiums, surplus accounts, deferred investment tax credits and contributions in
aid of construction). For purposes of the preceding paragraphs and this
paragraph, obligations or securities payable in or convertible into shares of
$100 Cumulative Preferred Stock, or in or into shares ranking senior to or on a
parity with the $100 Cumulative Preferred Stock with respect to the distribution
of assets upon dissolution, liquidation or winding up of the Company or as to
the payment of dividends, shall be treated as though such shares had been issued
in payment or upon conversion of such obligations or securities.
IX. NO CONVERSION PRIVILEGE. The shares of the $100 Cumulative Preferred
Stock 7.96% Series shall not be convertible into other shares or securities of
the Company.
3. The date of adoption of such resolution was August 7, 1978.
4. Such resolution was duly adopted by the Board of Directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this statement
to be executed in its name by its Vice President, attested by its Assistant
Secretary, this 22nd day of August, 1978.
The Peoples Gas Light and Coke Company
By /s/Willis C. Holder
-------------------
(Corporate Seal) Vice President
Attest:
/s/D. G. Holm
- ---------------------
Assistant Secretary
6
<PAGE>
STATE OF ILLINOIS }
} ss.
COUNTY OF COOK }
I, RUTH H. LAUTENBACH, a Notary Public, do hereby certify that on the 22nd
day of August, 1978, personally appeared before me Willis C. Holder, who
declares he is a Vice President of the Company executing the foregoing document
and, being first duly sworn, acknowledged that he signed the foregoing document
in the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Ruth H. Lautenbach
-----------------------
Notary Public
(Notarial Seal)
FORM L.
Box________ File________
STATEMENT OF RESOLUTION
ESTABLISHING SERIES
ADOPTED BY
THE BOARD OF DIRECTORS
OF
THE PEOPLES GAS LIGHT AND COKE COMPANY
Filed
August 23, 1978
/s/Alan J. Dixon
Secretary of State
File in duplicate
Filing Fee $5.00
Note: This form is applicable only where the articles of incorporation
expressly vest authority in the board of directors to establish series and to
fix and determine the relative rights and preferences thereof. In such case
series may be established and rights and preferences fixed and determined by
resolution of the board of directors only to the extent provided in Section 15
of "The Business Corporation Act" and only to the extent not already
established, fixed and determined by the articles of incorporation.
<PAGE>
FORM L. 0765-845-1
(Do not write in this space.)
Date Paid 8-23-78
STATEMENT OF RESOLUTION Filing Fee 5.00
ESTABLISHING SERIES Clerk
ADOPTED BY BOARD OF DIRECTORS
TO ALAN J. DIXON.
Secretary of State,
Springfield, Illinois 62706
The undersigned corporation, for the purpose of establishing and
designating a series of $100 Cumulative Preferred Stock and fixing and
determining the relative rights and preferences of the shares of such series,
and pursuant to the provisions of Section 15 of "The Business Corporation Act"
of the State of Illinois, hereby executes the following statement:
1. The name of the corporation is The Peoples Gas Light and Coke Company
(the "Company").
2. The following resolution was adopted by the Board of Directors,
establishing and designating a series of $100 Cumulative Preferred Stock and
fixing and determining the relative rights and preferences of the shares of such
series:
RESOLVED, that pursuant to the authority expressly vested in the Board of
Directors by the Company's Charter, there be and there hereby is established a
series of the $100 Cumulative Preferred Stock of the Company, the designation of
such series, the number of shares to be issuable thereunder, and certain of the
terms and provisions thereof to be as follows:
I. DESIGNATION OF SERIES AND NUMBER OF SHARES TO BE ISSUABLE. Such
series of the $100 Cumulative Preferred Stock shall be designated $100
Cumulative Preferred Stock 8.40% Series, of which series 170,000 shares shall be
issuable.
II. DIVIDENDS. Preferential dividends shall be payable on the shares
of the $100 Cumulative Preferred Stock 8.40% Series at the rate of 8.40% per
annum on the par value thereof, and no more, payable on the first day of
January, April, July and October in each year, and shall accrue from the issue
date; the first payment to be made on October 1, 1978. Dividends payable on
October 1, 1978 and dividends payable on the date of any redemption or purchase
of the
<PAGE>
$100 Cumulative Preferred Stock 8.40% Series not occurring on a regular dividend
payment date shall be calculated on the basis of the actual number of days
elapsed (including, in the case of a redemption or purchase, the date of such
redemption or purchase) over a 360-day year.
III. REDEMPTION. Subject to the Charter of the Company with respect
to the notice and manner of redemption of $100 Cumulative Preferred Stock, the
shares of the $100 Cumulative Preferred Stock 8.40% Series shall be redeemable
at the option of the Company in whole at any time, or in part from time to time,
after the issue thereof at $108.40 per share through September 30, 1979, and
thereafter at the following applicable prices per share during the respective
12-month periods beginning October 1 of the years indicated:
<TABLE>
<CAPTION>
<S> <C> <S> <C>
1979 $107.96 1988 $103.98
1980 107.52 1989 103.54
1981 107.07 1990 103.09
1982 106.63 1991 102.65
1983 106.19 1992 102.21
1984 105.75 1993 101.77
1985 105.31 1994 101.33
1986 104.86 1995 100.88
1987 104.42 1996 100.44
</TABLE>
and at $100 per share on and after October 1, 1997 plus, in each case, an amount
equivalent to preferential dividends at the rate aforesaid accrued and unpaid to
the date of redemption; provided, however, the shares of the $100 Cumulative
Preferred Stock 8.40% Series shall not be redeemable at the option of the
Company prior to October 1, 1988, directly or indirectly, from or in
anticipation of moneys borrowed by or for the account of the Company or received
from sales of other $100 Cumulative Preferred Stock (or any other capital stock
of the Company ranking senior to its Common Stock with respect to the payment of
dividends or the distribution of assets upon dissolution, liquidation or winding
up of the Company) sold by the Company if such borrowed moneys have an interest
cost or such stock has a dividend cost to the Company (calculated in accordance
with generally accepted financial practice) of less than 8.40% per annum. At
the time of any redemption at the option of the Company prior to October 1,
1988, the Company will provide all holders of shares of the $100 Cumulative
Preferred Stock 8.40% Series with a certificate of the principal accounting
officer of the Company to the effect that such redemption is being made in
compliance with the proviso of the preceding sentence. All redemptions of
shares of the $100 Cumulative Preferred Stock 8.40% Series shall be pro rata, as
nearly as may be, among the holders of such shares according to the number of
shares held by each. The shares of the $100 Cumulative Preferred Stock 8.40%
Series, shall also be redeemable for purposes of the sinking fund hereinafter
provided at the price of $100 per share (the "sinking fund redemption price")
plus an amount equivalent to preferential dividends at the rate aforesaid
accrued and unpaid to the date of redemption.
IV. LIQUIDATION PRICES. The amount payable on each share of the $100
Cumulative Preferred Stock 8.40% Series in the event of voluntary dissolution,
liquidation or winding up of the Company shall be an amount per share equal to
the
2
<PAGE>
optional redemption prices set forth in Section III above at the date fixed for
payment plus an amount equivalent to preferential dividends at the rate
aforesaid accrued and unpaid thereon to the date fixed for payment.
The amount payable on each share of such series in the event of involuntary
dissolution, liquidation or winding up of the Company shall be $100 per share
plus an amount equivalent to preferential dividends at the rate aforesaid
accrued and unpaid thereon to the date fixed for payment, and no more.
V. SINKING FUND. The Company shall, on or before October 1 of each
year from the year 1989 through 1998 (the "Sinking Fund Dates"), so long as any
shares of the $100 Cumulative Preferred Stock 8.40% Series shall be outstanding,
set aside as a sinking fund for such stock, separate and apart from its own
funds, out of legally available funds, after full payment or provision for
payment has been made for all dividends accrued on outstanding shares of $100
Cumulative Preferred Stock, whether or not earned or declared, to such Date, an
amount sufficient to redeem on such sinking Fund Date, at the sinking fund
redemption price, the number of shares computed in accordance with the following
sentence, and shall redeem on such date said number of shares. The number of
shares to be redeemed on any Sinking Fund Date shall be computed by multiplying
(a) (i) the number of shares outstanding on said Sinking Fund Date, less (ii)
the number of shares, if any, which were required to be, but were not, redeemed
in accordance with the preceding sentence on any preceding Sinking Fund Date,
plus (iii) the number of shares, if any, which have been purchased (A) through
any redemption in accordance with Section III hereof or (B) upon the exercise of
the option provided for in the second following sentence of this Section V by
(b) a fraction, the numerator of which is one and the denominator of which is
ten less the number of preceding Sinking Fund Dates. The foregoing to the
contrary notwithstanding, if at any Sinking Fund Date, the number of shares
outstanding shall be less than the number computed in accordance with the
preceding sentence, the funds to be set aside for the sinking fund shall be an
amount sufficient to redeem at the sinking fund redemption price such lesser
number of shares. On any sinking Fund Date, the Company may also, at its
option, set aside as a sinking fund additional funds sufficient to redeem at the
sinking fund redemption price up to the number of shares of the $100 Cumulative
Preferred Stock 8.40% Series required to be redeemed by this Section V. Such
option to redeem additional shares of $100 Cumulative Preferred Stock 8.40%
Series shall not be cumulative. The amounts set aside on or before each Sinking
Fund Date shall be used to redeem on such Date, in the manner provided in the
Company's Charter, shares of $100 Cumulative Preferred Stock 8.40% Series
outstanding at the sinking fund redemption price.
3
<PAGE>
Such redemption shall be made on, as nearly as may be, a pro rata basis among
the holders of the $100 Cumulative Preferred Stock 8.40% Series. The obligation
hereunder shall be cumulative so that if the company is for any reason unable to
set aside such amounts and/or to redeem on any Sinking Fund Date, at the sinking
fund redemption price, the number of shares of the $100 Cumulative Preferred
Stock 8.40% Series required by this Section V to be redeemed, funds legally
available therefore shall, by action of the Company's Board of Directors, as
soon as possible thereafter be set aside and/or be applied thereto, as the case
may be, until all such requirements are fully discharged. No shares of the $100
Cumulative Preferred Stock 8.40% Series redeemed at the option of the Company
pursuant to Section III above, redeemed at the option of the Company pursuant to
this Section V over the number of shares required to be redeemed hereby or
otherwise purchased or acquired by the Company, may be credited to, or relieve
the Company to any extent from, the sinking fund obligation of the Company set
forth in this Section V.
VI. RESTRICTION ON ISSUE OF ADDITIONAL CUMULATIVE PREFERRED STOCK OR
PARITY STOCK. So long as any shares of the $100 Cumulative Preferred Stock
8.40% Series are outstanding, the Company shall not, without the consent of
holders of two-thirds of the outstanding shares of the $100 Cumulative Preferred
Stock 8.40% Series, issue any shares of $100 Cumulative Preferred Stock in
addition to the 170,000 shares of the $100 Cumulative Preferred Stock 8.40%
Series hereinbefore referred to (except for the purpose of refunding shares of
$100 Cumulative Preferred Stock at the time outstanding with shares of such
stock of a like aggregate par value), or issue any stock ranking senior to or on
a parity with the $100 Cumulative Preferred Stock with respect to the
distribution of assets upon dissolution, liquidation or winding up of the
Company or as to the payment of dividends, or issue any obligation or security
payable in or convertible into shares of $100 Cumulative Preferred Stock or such
senior or parity stocks, unless
(a) the consolidated net earnings of the Company available for
interest and dividends for a period of 12 consecutive calendar months out of the
15 calendar months immediately preceding such issue shall amount to at least 1-
1/2 times the sum of (x) the actual interest charges paid or accrued during such
period of 12 months and (y) the total of annual dividend requirements of all
shares of the $100 Cumulative Preferred Stock, and of any stock ranking senior
to or on a parity with the $100 Cumulative Preferred Stock with respect to the
distribution of assets upon the dissolution, liquidation or winding up of the
Company or as to the payment of dividends, to be outstanding after giving effect
to such issue; and
(b) after giving effect to such issue, the consolidated net assets of
the Company shall amount to at least 225% of the aggregate par value (or, in the
case of shares without par value, the involuntary liquidation preference) of all
$100 Cumulative Preferred Stock, and of any stock ranking senior to or on a
parity with the $100 Cumulative Preferred Stock with respect to the distribution
of assets upon the dissolution, liquidation or winding up of the Company or as
to the payment of dividends, then to be outstanding.
4
<PAGE>
VII. RESTRICTION ON DIVIDENDS, ETC. So long as any shares of the
$100 Cumulative Preferred Stock 8.40% Series are outstanding, no dividend shall
be paid or declared, or other distribution made, on shares of any class ranking
subordinate to the $100 Cumulative Preferred Stock as to the payment of
dividends, nor shall any shares of any class ranking subordinate to the $100
Cumulative Preferred Stock with respect to the distribution of assets upon
dissolution, liquidation or winding up of the Company or as to the payment of
dividends be purchased, redeemed or otherwise acquired for a consideration
unless (a) there are no arrearages in dividends on shares of the $100 Cumulative
Preferred Stock 8.40% Series, (b) any funds required by Section V hereof to be
set apart or paid have been so set apart or paid, and (c) if after giving effect
to such dividend, distribution, purchase, redemption or acquisition, the
consolidated net assets of the Company shall be no less than 225% of the
aggregate par value (or in the case of shares without par value, the involuntary
liquidation preference) of all the outstanding $100 Cumulative Preferred Stock
and of any stock ranking senior to or on a parity with the $100 Cumulative
Preferred Stock with respect to the distribution of assets upon dissolution,
liquidation or winding up of the Company or as to the payment of dividends,
provided, however, that the restrictions of this paragraph shall not apply to
the declaration and payment of dividends on shares of any class ranking
subordinate to the $100 Cumulative Preferred Stock as to the payment of
dividends, if payable solely in shares of any class ranking subordinate to the
$100 Cumulative Preferred Stock with respect to the distribution of assets upon
dissolution, liquidation or winding up of the Company and as to the payment of
dividends, nor to the acquisition of any shares of any class ranking subordinate
to the $100 Cumulative Preferred Stock with respect to the distribution of
assets upon dissolution, liquidation or winding up of the Company or as to the
payment of dividends through application of proceeds of any shares of any class
ranking subordinate to the $100 Cumulative Preferred Stock with respect to the
distribution of assets upon dissolution, liquidation or winding up of the
Company and as to the payment of dividends sold at or about the time of such
acquisition, nor shall such restrictions prevent the transfer of any amount from
surplus to stated capital.
VIII. MISCELLANEOUS. For the purposes hereof the meanings below
assigned shall control:
The "consolidated net earnings of the Company available for
interest and dividends" for any period means the consolidated net income of the
Company and its consolidated subsidiary companies for a 12 month period,
adjusted to exclude extraordinary
5
<PAGE>
gain or loss items net of income taxes, arising other than out of the ordinary
course of business all as determined in accordance with generally accepted
accounting principles, but in any case crediting to income all amounts of
allowance for funds used during construction, all interest expense, and all
preferred stock dividends accrued during such period.
The "consolidated net assets of the Company" at any time means the
assets of the Company minus its liabilities determined in accordance with
generally accepted accounting principles, but in making such determination of
liabilities there shall be included, in addition to all liabilities, any capital
stock expense, reserves and deferred credits (other than capital stock, stock
premiums, surplus accounts, deferred investment tax credits and contributions in
aid of construction). For purposes of the preceding paragraphs and this
paragraph, obligations or securities payable in or convertible into shares of
$100 Cumulative Preferred Stock, or in or into shares ranking senior to or on a
parity with the $100 Cumulative Preferred Stock with respect to the distribution
of assets upon dissolution, liquidation or winding up of the Company or as to
the payment of dividends, shall be treated as though such shares had been issued
in payment or upon conversion of such obligations or securities.
IX. NO CONVERSION PRIVILEGE. The shares of the $100 Cumulative
Preferred Stock 8.40% Series shall not be convertible into other shares or
securities of the Company.
3. The date of adoption of such resolution was May 30, 1978.
4. Such resolution was duly adopted by the Board of Directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this statement
to be executed in its name by its Vice President, attested by its Assistant
Secretary, this 22nd day of August, 1978.
The Peoples Gas Light and Coke Company
By /s/Willis C. Holder
-------------------
(Corporate Seal) Vice President
Attest:
/s/D. G. Holm
- ----------------------
Assistant Secretary
6
<PAGE>
STATE OF ILLINOIS }
} ss.
COUNTY OF COOK }
I, RUTH H. LAUTENBACH, a Notary Public, do hereby certify that on the 22nd
day of August, 1978, personally appeared before me Willis C. Holder, who
declares he is a Vice President of the company executing the foregoing document
and, being first duly sworn, acknowledged that he signed the foregoing document
in the capacity therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/Ruth H. Lautenbach
---------------------
Notary Public
(Notarial Seal)
FORM L.
Box______File_____
----------------------------------------
----------------------------------------
STATEMENT OF RESOLUTION
ESTABLISHING SERIES
ADOPTED BY
THE BOARD OF DIRECTORS
OF
THE PEOPLES GAS LIGHT AND COKE COMPANY
Filed
August 23, 1978
/s/Alan J. Dixon
Secretary of State
File in Duplicate
Filing Fee $5.00
NOTE:
This form is applicable only where the articles of incorporation
expressly vest authority in the board of directors to establish series and to
fix and determine the relative rights and preferences thereof. In such case
series may be established and rights and preferences fixed and determined by
resolution of the board of directors only to the extent provided in Section 15
of "The Business Corporation Act" and only to the extent not already
established, fixed and determined by the articles of incorporation.
----------------------------------------
----------------------------------------
<PAGE>
FORM L
STATEMENT OF RESOLUTION 0765-845-1
ESTABLISHING SERIES (Do not write in this space)
ADOPTED BY BOARD OF DIRECTORS Date Paid 08-23-78
Filing Fee $5.00
To ALAN J. DIXON, Clerk
Secretary of State,
Springfield, Illinois 62706 -----------------------------
The undersigned corporation, for the purpose of establishing and
designating a series of $100 Cumulative Preferred Stock and fixing and
determining the relative rights and preferences of the shares of such series,
and pursuant to the provisions of Section 15 of "The Business Corporation Act"
of the State of Illinois, hereby executes the following statement:
1. The name of the corporation is The Peoples Gas Light and Coke Company
(the "Company").
2. The following resolution was adopted by the Board of Directors,
establishing and designating a series of $100 Cumulative Preferred Stock
and fixing and determining the relative rights and preferences of the
shares of such series:
RESOLVED, that pursuant to the authority expressly vested in the
Board of Directors by the Company's Charter, there be and there hereby is
established a series of the $100 Cumulative Preferred Stock of the Company,
the designation of such series, the number of shares to be issuable
thereunder, and certain of the terms and provisions thereof to be as
follows:
I. DESIGNATION OF SERIES AND NUMBER OF SHARES TO BE ISSUABLE.
Such series of the $100 Cumulative Preferred Stock shall be
designated $100 Cumulative Preferred Stock 7.50% Series, of which
series 150,000 shares shall be issuable.
II. DIVIDENDS. Preferential dividends shall be payable on the
shares of the $100 Cumulative Preferred Stock 7.50% Series at the
rate of 7.50% per annum on the par value thereof, and no more,
payable on the first day of January, April, July and October in each
year, and shall accrue from the issue date; the first payment to be
made on October 1, 1978. Dividends payable on October 1, 1978 and
dividends payable on the date of any redemption or purchase of the
$100 Cumulative Preferred Stock 7.50% Series not occurring on a
regular dividend payment date shall be calculated on the basis of
the actual number of days elapsed (including, in the case of a
redemption or purchase, the date of such redemption or purchase)
over a 360-day year.
III. REDEMPTION. Except for the purposes of meeting the sinking
fund requirements, the shares of the $100 Cumulative Preferred Stock
7.50% Series may not be redeemed at the option of the Company or
otherwise purchased or acquired by the Company. Subject to the
Charter of the Company with respect to the notice and manner of
redemption of $100 Cumulative Preferred Stock, the shares of the
$100 Cumulative Preferred Stock 7.50% Series shall be redeemable for
purposes of the sinking fund hereinafter provided at the price of
$100 per share (the "sinking fund
<PAGE>
redemption price") plus an amount equivalent to preferential
dividends at the rate aforesaid accrued and unpaid to the date of
redemption.
IV. LIQUIDATION PRICES. The amount payable on each share of the
$100 Cumulative Preferred Stock 7.50% Series in the event of
voluntary dissolution, liquidation or winding up of the Company
shall be at $107.50 per share through September 30, 1979 and
thereafter at the following applicable redemption prices per share
during the respective twelve month periods beginning October 1 of
the years indicated:
1979.........................$106.67
1980.........................$105.83
1981.........................$105.00
1982.........................$104.17
1983.........................$103.33
1984.........................$102.50
1985.........................$101.67
1986.........................$100.83
and at $100 per share on and after October 1, 1987, plus in each
case an amount equivalent to preferential dividends at the rate
aforesaid accrued and unpaid thereon to the date fixed for payment.
The amount payable on each share of such series in the event of
involuntary dissolution, liquidation or winding up of the Company
shall be $100 per share plus an amount equivalent to preferential
dividends at the rate aforesaid accrued and unpaid thereon to the
date fixed for payment, and no more.
V. SINKING FUND. The Company shall, on or before October 1 of
each year beginning with the year 1984, so long as any shares of the
$100 Cumulative Preferred Stock 7.50% Series shall be outstanding,
set aside as a sinking fund for such stock, separate and apart from
its own funds, out of legally available funds, after full payment or
provision for payment has been made for all dividends accrued on the
outstanding shares of $100 Cumulative Preferred Stock, whether or
not earned or declared, to such date, an amount sufficient to redeem
on such October 1, at the sinking fund redemption price 30,000
shares of $100 Cumulative Preferred Stock 7.50% Series. The amounts
set aside on or before each such date for the sinking fund shall be
used to redeem on such date, on, as nearly as may be, a pro rata
basis among the holders of the $100 Cumulative Preferred Stock 7.50%
Series and in the manner provided in the Company's Charter, shares
of $100 Cumulative Preferred Stock 7.50% Series outstanding at the
sinking fund redemption price. The obligation hereunder shall be
cumulative so that if the Company is for any reason unable to set
aside such amount and/or redeem on such October 1, at the sinking
fund redemption price, 30,000 shares of the $100 Cumulative
Preferred Stock 7.50% Series, funds legally available therefor
shall, by action of the Company's Board of Directors, as soon as
possible thereafter be set aside and/or be applied thereto until all
such requirements are fully discharged.
VI. RESTRICTION ON ISSUE OF ADDITIONAL CUMULATIVE PREFERRED
STOCK OR PARITY STOCK. So long as any shares of the $100 Cumulative
Preferred Stock 7.50% Series are outstanding, the Company shall not,
without the consent of holders of two-thirds of the outstanding
shares of the $100 Cumulative Preferred Stock 7.50% Series, issue
<PAGE>
any shares of $100 Cumulative Preferred Stock in addition to the
150,000 shares of the $100 Cumulative Preferred Stock 7.50% Series
hereinbefore referred to (except for the purpose of refunding shares
of $100 Cumulative Preferred Stock at the time outstanding with
shares of such stock of a like aggregate par value), or issue any
stock ranking senior to or on a parity with the $100 Cumulative
Preferred Stock with respect to the distribution of assets upon
dissolution, liquidation or winding up of the Company or as to the
payment of dividends, or issue any obligation or security payable in
or convertible into shares of $100 Cumulative Preferred Stock or
such senior or parity stocks, unless
(a) the consolidated net earnings of the Company available for
interest and dividends for a period of 12 consecutive calendar
months out of the 15 calendar months immediately preceding such
issue shall amount to at least 1-1/2 times the sum of (x) the actual
interest charges paid or accrued during such period of 12 months and
(y) the total of annual dividend requirements of all shares of the
$100 Cumulative Preferred Stock, and of any stock ranking senior to
or on a parity with the $100 Cumulative Preferred Stock with respect
to the distribution of assets upon the dissolution, liquidation or
winding up of the Company or as to the payment of dividends, to be
outstanding after giving effect to such issue; and
(b) after giving effect to such issue, the consolidated net
assets of the Company shall amount to at least 225% of the aggregate
par value (or, in the case of shares without par value, the
involuntary liquidation preference) of all $100 Cumulative Preferred
Stock and of any stock ranking senior to or on a parity with the
$100 Cumulative Preferred Stock with respect to the distribution of
assets upon the dissolution, liquidation or winding up of the
Company or as to the payment of dividends, then to be outstanding.
VII. RESTRICTION ON DIVIDENDS, ETC. So long as any shares of
the $100 Cumulative Preferred Stock 7.50% Series are outstanding, no
dividend shall be paid or declared, or other distribution made, on
shares of any class ranking subordinate to the $100 Cumulative
Preferred Stock as to the payment of dividends, nor shall any shares
of any class ranking subordinate to the $100 Cumulative Preferred
Stock with respect to the distribution of assets upon dissolution,
liquidation or winding up of the Company or as to the payment of
dividends be purchased, redeemed or otherwise acquired for a
consideration unless (a) there are no arrearages in dividends on
shares of the $100 Cumulative Preferred Stock 7.50% Series, (b) any
funds required by Section V hereof to be set apart or paid have been
so set apart or paid, and (c) if after giving effect to such
dividend, distribution, purchase, redemption or acquisition, the
consolidated net assets of the Company shall be no less than 225% of
the aggregate par value (or in the case of shares without par value,
the involuntary liquidation preference) of all the outstanding $100
Cumulative Preferred Stock and of any stock ranking senior to or on
a parity with the $100 Cumulative Preferred Stock with respect to
the distribution of assets upon dissolution, liquidation or winding
up of the Company or as to the payment of dividends, provided,
however, that the restrictions of this paragraph shall not apply to
the declaration and payment of dividends on shares of any class
ranking subordinate to the
<PAGE>
$100 Cumulative Preferred Stock as to the payment of dividends, if
payable solely in shares of any class ranking subordinate to the
$100 Cumulative Preferred Stock with respect to the distribution of
assets upon dissolution, liquidation or winding up of the Company
and as to the payment of dividends, nor to the acquisition of any
shares of any class ranking subordinate to the $100 Cumulative
Preferred Stock with respect to the distribution of assets upon
dissolution, liquidation or winding up of the Company or as to the
payment of dividends through application of proceeds of any shares
of any class ranking subordinate to the $100 Cumulative Preferred
Stock with respect to the distribution of assets upon dissolution,
liquidation or winding up of the Company and as to the payment of
dividends sold at or about the time of such acquisition, nor shall
such restrictions prevent the transfer of any amount from surplus to
stated capital.
VIII. MISCELLANEOUS. For the purposes hereof the meanings
below assigned shall control: The "consolidated net earnings of the
Company available for interest and dividends" for any period means
the consolidated net income of the Company and its consolidated
subsidiary companies for a 12 month period, adjusted to exclude
extraordinary gain or loss items net of income taxes, arising other
than out of the ordinary course of business, all as determined in
accordance with generally accepted accounting principles, but in any
case crediting to income all amounts of allowance for funds used
during construction, all interest expense, and all preferred stock
dividends accrued during such period.
The "consolidated net assets of the Company" at any time means the
assets of the Company minus its liabilities determined in accordance
with generally accepted accounting principles, but in making such
determination of liabilities there shall be included, in addition to
all liabilities, any capital stock expense, reserves and deferred
credits (other than capital stock, stock premiums, surplus accounts,
deferred investment tax credits and contributions in aid of
construction). For purposes of the preceding paragraphs and this
paragraph, obligations or securities payable in or convertible into
shares of $100 Cumulative Preferred Stock, or in or into shares
ranking senior to or on a parity with the $100 Cumulative Preferred
Stock with respect to the distribution of assets upon dissolution,
liquidation or winding up of the Company or as to the payment of
dividends, shall be treated as though such shares had been issued in
payment or upon conversion of such obligations or securities.
IX. NO CONVERSION PRIVILEGE. The shares of the $100
Cumulative Preferred Stock 7.50% Series shall not be convertible
into other shares or securities of the Company.
3. The date of adoption of such resolution was May 30, 1978.
4. Such resolution was duly adopted by the Board of Directors.
IN WITNESS WHEREOF, the undersigned corporation has caused this statement
to be executed in its name by its Vice President, attested by its Assistant
Secretary, this 22nd day of August, 1978.
The Peoples Gas Light and Coke Company
(Corporate Seal) By /s/ Willis C. Holder
--------------------------
Vice President
Attest:
/ s/ D. G. Holm
- -------------------
Assistant Secretary
<PAGE>
STATE OF ILLINOIS )
COUNTY OF COOK )ss.
I, RUTH H. LAUTENBACH, a Notary Public, do hereby certify that on the 22nd day
of August, 1978, personally appeared before me Willis C. Holder, who declares he
is a Vice President of the Company executing the foregoing document and, being
first duly sworn, acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before
written.
/s/ Ruth H. Lautenbach
-------------------------
Notary Public
(Notarial Seal)
FORM L.
Box File
------------- -------------
STATEMENT OF RESOLUTION
ESTABLISHING SERIES
ADOPTED BY
THE BOARD OF DIRECTORS
OF
THE PEOPLES GAS LIGHT AND COKE COMPANY
File in Duplicate
Filing Fee $5.00
Filed AUG 23 1978 Paid
Alan J. Dixon AUG 23 1978
Secretary of State
NOTE:
This form is applicable only where the articles of incorporation expressly vest
authority in the board of directors to establish series and to fix and determine
the relative rights and preferences thereof. In such case series may be
established and rights and preferences fixed and determined by resolution of the
board of directors only to the extent provided in Section 15 of "The Business
Corporation Act" and only to the extent not already established, fixed and
determined by the articles of incorporation.
<PAGE>
FORM L.
BCA-15
STATEMENT OF RESOLUTION 765-845-1
ESTABLISHING SERIES (Do not write in this space)
ADOPTED BY BOARD OF DIRECTORS Date Paid 8-29-80
Filing Fee $25.00
To ALAN J. DIXON, Clerk
Secretary of State,
Springfield, Illinois 62706
The undersigned corporation, for the purpose of establishing series and fixing
and determining the relative rights and preferences of the shares of such
series, and pursuant to the provisions of Section 15 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
statement:
1. The name of the corporation is The Peoples Gas Light and Coke Company (the
"Company").
2. The following resolution was adopted by the Board of Directors, establishing
and designating a series of $100 Cumulative Preferred Stock and fixing and
determining the relative rights and preferences of the shares of such series:
RESOLVED, that pursuant to the authority expressly vested in the Board of
Directors by the Company's Charter, there be and there hereby is established a
series of the $100 Cumulative Preferred Stock of the Company, the designation of
such series, the number of shares to be issuable thereunder, and certain of the
terms and provisions thereof to be as follows:
I. DESIGNATION OF SERIES AND NUMBER OF SHARES TO BE ISSUABLE. Such series of
the $100 Cumulative Preferred Stock shall be designated $100 Cumulative
Preferred Stock 8.75% Series, of which series 150,000 shares shall be issuable.
II. DIVIDENDS. Preferential dividends shall be payable on the shares of the
$100 Cumulative Preferred Stock 8.75% Series at the rate of 8.75% per annum on
the par value thereof, and no more, payable on the first day of January, April,
July and October in each year, and shall accrue from the issue date; the first
payment to be made on October 1, 1980. Dividends payable on October 1, 1980 and
dividends payable on the date of any redemption or purchase of the $100
Cumulative Preferred Stock 8.75% Series not occurring on a regular dividend
payment date shall be calculated on the basis of the actual number of days
elapsed (including, in the case of a redemption or purchase, the date of such
redemption or purchase) over a 360-day year.
III. RETIREMENT. The shares of the $100 Cumulative Preferred Stock 8.75%
Series shall be retired by the Company on August 19, 1990 at $100 per share plus
an amount equivalent to preferential dividends at the rate aforesaid accrued and
unpaid thereon to the date fixed for payment, and may not be redeemed at the
option of the Company or otherwise purchased or acquired by the Company prior to
August 19, 1990.
<PAGE>
IV. LIQUIDATION PRICES. The amount payable on each share of the $100
Cumulative Preferred Stock 8.75% Series in the event of voluntary dissolution,
liquidation or winding up of the Company shall be at $108.75 per share through
September 30, 1981 and thereafter at the following applicable redemption prices
per share during the respective twelve month periods beginning October 1 of the
years indicated:
1981..........$107.78
1982.......... 106.80
1983.......... 105.83
1984.......... 104.86
1985.......... 103.89
1986.......... 102.92
1987.......... 101.94
1988.......... 100.97
and at $100 per share on and after October 1, 1989, plus in each case an amount
equivalent to preferential dividends at the rate aforesaid accrued and unpaid
thereon to the date fixed for payment.
The amount payable on each share of such series in the event of involuntary
dissolution, liquidation or winding up of the Company shall be $100 per share
plus an amount equivalent to preferential dividends at the rate aforesaid
accrued and unpaid thereon to the date fixed for payment, and no more.
V. RESTRICTION ON ISSUE OF ADDITIONAL CUMULATIVE PREFERRED STOCK OR PARITY
STOCK. So long as any shares of the $100 Cumulative Preferred Stock 8.75%
Series are outstanding, the Company shall not, without the consent of holders of
two-thirds of the outstanding shares of the $100 Cumulative Preferred Stock
8.75% Series, issue any shares of $100 Cumulative Preferred Stock in addition to
the 150,000 shares of the $100 Cumulative Preferred Stock 8.75% Series
hereinbefore referred to (except for the purpose of refunding shares of $100
Cumulative Preferred Stock at the time outstanding with shares of such stock of
a like aggregate par value), or issue any stock ranking on a parity with the
$100 Cumulative Preferred Stock with respect to the distribution of assets upon
dissolution, liquidation or winding up of the Company or as to the payment of
dividends, or issue any obligation or security payable in or convertible into
shares of $100 Cumulative Preferred Stock or such parity stocks, unless
(a) the consolidated net earnings of the Company available for interest and
dividends for a period of 12 consecutive calendar months out of the 15 calendar
months immediately preceding such issue shall amount to at least 1-1/2 times the
sum of (x) the actual interest charges paid or accrued during such period of 12
months and (y) the total of annual dividend requirements of all shares of the
$100 Cumulative Preferred Stock, and of any stock ranking senior to or on a
parity with the $100 Cumulative Preferred Stock with respect to the distribution
of assets upon the dissolution, liquidation or winding up of the Company or as
to the payment of dividends, to be outstanding after giving effect to such
issue; and
(b) after giving effect to such issue, the consolidated net assets of the
Company shall amount to at least 225% of the aggregate par value (or, in the
case of shares without par value, the involuntary liquidation preference) of all
$100 Cumulative Preferred Stock and of any stock ranking senior to or on a
parity with the $100 cumulative Preferred Stock with respect to the distribution
of assets upon
<PAGE>
the dissolution, liquidation or winding up of the Company or as to the payment
of dividends, then to be outstanding.
VI. RESTRICTION ON DIVIDENDS, ETC. So long as any shares of the $100
Cumulative Preferred Stock 8.75% Series are outstanding, no dividend shall be
paid or declared, or other distribution made, on shares of any class ranking
subordinate to the $100 Cumulative Preferred Stock as to the payment of
dividends, nor shall any shares of any class ranking subordinate to the $100
Cumulative Preferred Stock with respect to the distribution of assets upon
dissolution, liquidation or winding up of the Company or as to the payment of
dividends be purchased, redeemed or otherwise acquired for a consideration
unless (a) there are no arrearages in dividends on shares of the $100 Cumulative
Preferred Stock 8.75% Series, and (b) after giving effect to such dividend,
distribution, purchase, redemption or acquisition, the consolidated net assets
of the Company shall be no less than 225% of the aggregate par value (or in the
case of shares without par value, the involuntary liquidation preference) of all
the outstanding $100 Cumulative Preferred Stock and of any stock ranking senior
to or on a parity with the $100 Cumulative Preferred Stock with respect to the
distribution of assets upon dissolution, liquidation or winding up of the
Company or as to the payment of dividends; provided, however, that the
restrictions of this paragraph shall not apply to the declaration and payment of
dividends on shares of any class ranking subordinate to the $100 Cumulative
Preferred Stock as to the payment of dividends, if payable solely in shares of
any class ranking subordinate to the $100 Cumulative Preferred Stock with
respect to the distribution of assets upon dissolution, liquidation or winding
up of the Company or as to the payment of dividends through application of
proceeds of any shares of any class ranking subordinate to the $100 Cumulative
Preferred Stock with respect to the distribution of assets upon dissolution,
liquidation or winding up of the Company and as to the payment of dividends sold
at or about the time of such acquisition, nor shall such restrictions prevent
the transfer of any amount from surplus to stated capital.
VII. MISCELLANEOUS. For the purposes hereof the meanings below are assigned to
control:
The "consolidated net earnings of the Company available for interest and
dividends" for any period means the consolidated net income of the Company and
its consolidated subsidiary companies for a 12 month period, adjusted to exclude
extraordinary gain or loss items net of income taxes, arising other than out of
the ordinary course of business, all as determined in accordance with generally
accepted accounting principles, but in any case crediting to income all amounts
of allowance for funds used during construction, all interest expense, and all
preferred stock dividends accrued during such period.
The "consolidated net assets of the Company" at any time means the assets of the
Company minus its liabilities determined in accordance with generally accepted
accounting principles, but in making such determination of liabilities there
shall be included, in addition to all liabilities, any capital stock expense,
reserves and deferred credits (other than capital stock, stock premiums, surplus
accounts, deferred investment tax credits and contributions in aid of
construction). For purposes of the preceding paragraphs and this paragraph,
obligations of securities payable in or convertible into shares of $100
Cumulative Preferred Stock, or in or into shares ranking senior to or on a
parity with the $100 Cumulative Preferred Stock with respect to the distribution
of assets upon dissolution, liquidation or winding up of the Company or as to
the payment of dividends, shall be treated as though such shares had been issued
in payment or upon conversion of such obligations or securities.
<PAGE>
VIII. NO CONVERSION PRIVILEGE. The shares of the $100 Cumulative Preferred
Stock 8.75% Series shall not be convertible into other shares or securities of
the Company.
3. The date of adoption of such resolution was July 28, 1980.
4. Such resolution was duly adopted by the Board of Directors.
<PAGE>
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its Vice President, attested by its Assistant Secretary,
this 29th day of August, A.D. 1980.
The Peoples Gas Light and Coke Company
----------------------------------------
By /s/ Masao Igasaki Jr.
-------------------------
Vice President
(Corporate Seal)
Attest:
/s/ D. G. Holm
- ---------------
Assistant Secretary
STATE OF ILLINOIS }
COUNTY OF COOK } ss.
I, RITA THOMAS, a Notary Public, do hereby certify that on the 29th day of
August A.D., 1980, personally appeared before me Masao Igasaki, Jr., a Vice
President of the corporation, executing the foregoing document and being first
duly sworn, acknowledged that he signed the foregoing document in the capacity
therein set forth and declared that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before
written. (Notarial Seal) /s/ Rita Thomas
-------------------
Notary Public
My Commission Expires June 30, 1984
Form BCA-15
Box File
----------- --------------
STATEMENT OF RESOLUTION
ESTABLISHING SERIES
ADOPTED BY BOARD OF DIRECTORS
THE PEOPLES GAS LIGHT AND COKE COMPANY
FILED PAID
AUG 29 1980 AUG 29 1980
/s/ Alan J. Dixon
Secretary of State
File in Duplicate
Filing Fee $5.00
NOTE:
This form is applicable only where the articles of incorporation expressly vest
authority in the board of directors to establish series and to fix and determine
the relative rights and preferences thereof. In such case series may be
established and rights and preferences fixed and determined by resolution of the
board of directors only to the extent provided in Section 15 of "The Business
Corporation Act" and only to the extent not already established, fixed and
determined by the articles of incorporation.
<PAGE>
Form BCA (12, 12a, 110, 110a)
File No. D0765-845-1
Date: 12-23-81
Filing Fee $5.00
Clerk A. G.
File in duplicate
Please read instructions on back
before attempting to execute
CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE BY
A FOREIGN OR DOMESTIC CORPORATION OF ILLINOIS
To
Secretary of State
Springfield, Illinois
The undersigned corporation, organized and existing under the laws of the State
of Illinois for the purpose of changing its registered agent or its registered
office, or both, in Illinois as provided by "The Business Corporation Act", of
Illinois represents that:
1. The name of the corporation is THE PEOPLES GAS LIGHT AND COKE COMPANY
2. The address, including street and number, if any, of its present registered
office (before change) is 122 SOUTH MICHIGAN AVENUE, CHICAGO, ILLINOIS 60603
--------------------------------------------------
3. Its registered office (including street and number if any change in the
registered office is to be made) is hereby changed to ____ Street, ___
__________(________)_ County of ___
(Zip Code)
4. The name of its present registered agent (before change) is CHARLES G. FREUND
5. The name of the new registered agent is DONALD G. HOLM
6. The address of its registered office and the address of the business office
of its registered agent, will be identical.
7. The manner of authorization of such change(s) was:
a. [ X ] By resolution duly authorized by the board of directors;
b. [ ] By action of its registered agent.
<PAGE>
SIGNATURES
(Sign below where the above change(s) were authorized by resolution of the board
of directors.)
Under penalty of perjury and as an authorized officer of the corporation, I
declare that this document has been examined by me and is, to the best of my
knowledge and belief, true, correct, and complete.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
said corporation, on this 18th day of December 1981.
By /s/ Masao Igasaki, Jr.
--------------------------
Vice President
seal
Attest /s/ E. P. Cassidy
-------------------------
Assistant Secretary
(Sign below where the above change of address was authorized by action of the
registered agent.)
Under penalty of perjury and as the authorized registered agent of the
corporation, I declare that this document has been examined by me and is, to the
best of my knowledge and belief, true, correct, and complete.
IN WITNESS WHEREOF, I have hereunto subscribed my name on this ____ day of ____
19 ____ .
By
-------------------------
Registered Agent
INSTRUCTIONS
1. The registered office may, but need not be the same as the principal office
of the corporation. However, the registered office and the office address of
the agent must be the same.
2. The registered office must be in Illinois and must be a street or road
address, not a post office box number.
3. A registered agent may change the address of the registered office of the
corporation, for which he is registered agent, to another address in the State.
4. If the registered office is changed from one county to another, then the
corporation must file with the recorder of deeds of the new county a certified
copy of the articles of incorporation and a certified copy of the statement of
the change of registered office. Such certified copies may be obtained only
from the Secretary of State.
5. A corporation cannot act as its own registered agent.
<PAGE>
Form BCA (12, 12a, 110, 110a)
File No. D0765-845-1
CERTIFICATE OF CHANGE OF
REGISTERED AGENT AND/OR
OFFICE OF A FOREIGN OR
DOMESTIC CORPORATION
Secretary of State
Corporation Department
Springfield, Illinois 62756
Telephone: (217)782-3647
Filing Fee $5.00
RECEIVED AND FILED PAID
DEC 23 1981 DEC 23 1981
Jim Edgar
Secretary of State
<PAGE>
To Jim Edgar 0765-845-1
Secretary of State
Springfield, Illinois (To Be Filed In Duplicate) Date Paid 10-31-84
Filing Fee $5.00
Clerk
STATEMENT OF REDEMPTION AND CANCELLATION
OF SHARES
The undersigned corporation hereby reports the cancellation of redeemable
shares, pursuant to Section 58 of "The Business Corporation Act" of the State of
Illinois.
1. The name of the corporation is: THE PEOPLES GAS LIGHT AND COKE COMPANY
2. The aggregate number of shares which the corporation had authority to issue
is 41,000,000, itemized as follows:
Class Series Number of shares Par value per share or statement
(If any) that shares are without par value
Common Stock 40,000,000 Without Par Value
$100 Cumulative Preferred 1,000,000 $100.00
3. The number of shares cancelled is 30,000, itemized as follows:
Class Series No. of Shares
$100 Cumulative Preferred 7.50% October 1, 1984 30,000
4. The number of shares which the corporation has authority to issue after
giving effect to the cancellation is 40,970,000, itemized as follows:
Class Series No. of Shares
Common Stock 40,000,000
$100 Cumulative Preferred 970,000
5. The aggregate number of issued shares before giving effect to such
cancellation was:
<TABLE>
<CAPTION>
Class Series Number of Shares Par value per share or statement
(if any) that shares are without par value
<S> <C> <C> <C>
Common Stock 24,817,566 Without Par Value
$100 Cumulative Preferred 7.96% 100,000 $100.00
$100 Cumulative Preferred 7.50% 150,000 $100.00
$100 Cumulative Preferred 8.40% 170,000 $100.00
$100 Cumulative Preferred 8.75% 150,000 $100.00
--------------
25,387,566
</TABLE>
<PAGE>
6. The aggregate number of issued shares, after giving effect to the
cancellation is 25,357,566
----------
<TABLE>
<CAPTION>
Class Series Number of Shares Par value per share or statement
(if any) that shares are without par value
<S> <C> <C> <C>
Common Stock 24,817,566 Without Par Value
$100 Cumulative Preferred 7.96% 100,000 $100.00
$100 Cumulative Preferred 7.50% 120,000 $100.00
$100 Cumulative Preferred 8.40% 170,000 $100.00
$100 Cumulative Preferred 8.75% 150,000 $100.00
--------------
25,357,566
</TABLE>
7. The amount of stated capital and the amount of paid-in surplus of the
corporation is:
<TABLE>
<CAPTION>
Before Cancellation: After Cancellation:
<S> <C>
Stated Capital....$222,307,044 Stated Capital.......$ 219,307,044
Paid-in Surplus....$None Paid-in Surplus.......$None
Total....... $222,307,044 Total.......... $219,307,044
</TABLE>
Note: If the shares being cancelled were purchased, please state the purchase
price of each share here:
Par value or above
(See Section 60 BCA)
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its Vice President attested by its Assistant Secretary,
this 26th day of October 1984.
The Peoples Gas Light and Coke Company
--------------------------------------
(EXACT CORPORATE TITLE)
Place (Corporate Seal) Here By /s/ Masao Igasaki Jr
------------------------
Its Vice President *
Attest:
/s/ E. P. Cassidy
- ----------------------
By Its Assistant Secretary
*As an authorized officer, I declare that this document has been examined by me
and is, to the best of my knowledge and belief, true, correct and complete.
<PAGE>
File #D 0765-845-1
STATEMENT OF REDEMPTION AND
CANCELLATION OF SHARES
UNDER SECTION 58 BCA
The Peoples Gas Light and Coke Company
FILED
OCT 31 1984
JIM EDGAR
Secretary of State
Filing Fee $5.00
Note:
This form is applicable only where the articles of incorporation provide that
shares redeemed or purchased shall be cancelled and shall not be re-issued.
Upon such redemption and cancellation of shares, the stated capital of the
corporation is deemed to be reduced by that part of the stated capital which was
represented by the shares so cancelled. The filing of this statement operates
as an amendment to the articles of incorporation and reduces the number of
shares of the class so redeemed which the corporation is authorized to issue by
the number of shares so redeemed and cancelled.
Under some paragraph of this form, a statement giving the redemption or purchase
price of the shares being cancelled, should be inserted.
SECRETARY OF STATE
CORPORATION DEPARTMENT
SPRINGFIELD, ILLINOIS 62756
TELEPHONE (217) 782-6961
<PAGE>
BCA 14.25(Rev. Jul. 1984) File #0765-845-
Jim Edgar Date 12-17-85
Submit One Original Secretary of State Filing Fee $5.00
Remit payment in Check or State of Illinois
Money Order, payable to
"Secretary of State".
DO NOT SEND CASH!
REPORT OF REDUCTION OF PAID-IN CAPITAL,
CANCELLATION OF SHARES
OR REPORT FOLLOWING MERGER,
CONSOLIDATION OR EXCHANGE
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following statement.
1. The name of the corporation is The Peoples Gas Light and Coke Company
2. The State or Country of incorporation is Illinois
3. The aggregate number of shares which are issued and outstanding, as last
reported to the Secretary of State on any document other than an annual report
form, are: (Before any Issuance or Cancellation Herein Shown)
Class Par Value** Number of Shares
Common Stock N/A 24,817,566
Cumulative Preferred $100 540,000
4. The amount of paid-in capital*, as last reported to the Secretary of State
on any document other than an annual report form, is: (Before any Increases or
Reductions Herein Shown)
Paid-in Capital $219,307,044
5. State the nature of the change effected (description, date(s), number of
shares, dollar amounts, etc.)
Redemption of Preferred Stock. 30,000 shares @ $3,000,000 on October 1, 1985.
6. Giving effect to the changes herein reported, the aggregate number of shares
which are issued and outstanding are: (After any Issuance or Cancellation
Herein Shown)
Class Par Value** Number of Shares
Common Stock N/A 24,817,566
Cumulative Preferred $100 510,000
7. Giving effect to the changes herein reported, the amount of its paid-in
capital* is: (After any Increase of Reduction Herein Shown)
Paid-in Capital $216,307,044
* "Paid-in Capital" replaces the terms Stated Capital and Paid-in Surplus, and
is equal to the total of these accounts.
** A declaration as to a "par value" is optional, unless the corporation has
previously made a declaration. When no reference to par value is desired,
simple indicate "n/a".
8. Complete this item if reporting a merger or consolidation.
<PAGE>
(a) --Give an estimate of the total value of all the property of the
corporation for the following year $__________
(b) --Give an estimate of the total value of all the property of the
corporation for the following year that will be located in Illinois $__________
(c) --State the estimated total business of the corporation to be transacted by
it everywhere for the following year $__________
(d) --State the estimated annual business of the corporation to be transacted
by it at or from places of business in the State of Illinois $__________
The undersigned corporation has caused this statement to be signed by its duly
authorized officers, each of whom affirm, under penalties of perjury, that the
facts stated herein are true.
Dated December 12, 1985 The Peoples Gas Light and Coke Company
------------- --- --------------------------------------
(Exact Name of Corporation)
attested By /s/ James G. Boie By / s/ Masao Igasaki Jr.
--------------------------------- -----------------------
(Signature of Assistant Secretary) (Signature of Vice
President)
James G. Boie Masao Igasaki Jr.
- ----------------- -----------------
(Type or Print Name and Title) (Type or Print Name and Title)
Form BCA-14.25
File No. D-0765-845-1
REPORT OF REDUCTION OF PAID-IN CAPITAL
CANCELLATION OF SHARES
OR REPORT FOLLOWING MERGER,
CONSOLIDATION OR EXCHANGE
Filing Fee $5.00
FILED Dec. 17, 1985 PAID
JIM EDGAR DEC 18 1985
Secretary of State
The Peoples Gas Light and Coke Company
Return To:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217-782-6961
<PAGE>
BCA 1.15 (Rev. Jan. 1986) File # D-0765-845-1
JIM EDGAR Date 6-18-86
Submit in Duplicate Secretary of State Filing Fee $25
Remit payment in Check or State of Illinois
Money Order, payable to
"Secretary of State", STATEMENT OF CORRECTION
DO NOT SEND CASH!
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following Statement of Correction.
1. The name of the corporation is The Peoples Gas Light and Coke Company
2. The State or Country of incorporation is Illinois
3. The title of the instrument to be corrected is BCA--14.25 Report of
Reduction of Paid-In Capital, Cancellation of Shares
4. The instrument to be corrected was filed by the Secretary of State on
Dec. 17, 1985
5. It was inaccurate, erroneous or defective in the following:
5. Redemption of Preferred Stock 30,000 shares at $3,000,000
on October 1, 1985.
6. Class Par Value Number of Shares
Common Stock N/A 24,817,566
Cumulative Preferred $100 510,000
7. Paid-In Capital -- $216,307,044
6. The corrected portion(s) of the above instrument, in corrected form, are as
follows:
5. No transaction to be reported
6. Class Par Value Number of Shares
Common Stock N/A 24,817,566
Cumulative Preferred $100 540,000
7. Paid-In Capital -- $219,307,044
The undersigned corporation has caused this statement to be signed by its duly
authorized officers, each of whom affirm, under penalties of perjury, that the
facts stated herein are true.
Dated June 3, 1986 The Peoples Gas Light and Coke Company
--------- -- --------------------------------------
(Exact Name of Corporation)
attested by /s/ James G. Boie By /s/ Masao Igasaki Jr.
--------------------- ----------------------------
(Signature of Assistant Secretary) (Signature of Vice President)
James G. Boie Masao Igasaki
--------------------- -------------
(Type or Print Name and Title) (Type or Print Name and Title)
<PAGE>
Form BCA-1.15
File No. D-0765-845-1
STATEMENT OF CORRECTION
Filing Fee $25
The license fee and franchise tax, as well as the filing fee,
must be paid at the time of filing this report as required by the provisions of
the Business
Corporation Act.
PAID JUN 18 1986
Jun 18 1986
Jim Edgar
Secretary of State
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone (217) 782-6961
(SEAL)
STATE OF ILLINOIS
Office of the Secretary of State I hereby certify that this a true and correct
copy, consisting of eight pages as taken from the original on file in this
office.
/s/ Jim Edgar
Jim Edgar
Secretary of State
DATED 05-02-90
BY: /s/ Bob Eiken
<PAGE>
BCA-9.05 (Rev. Jul. 1984)
File #D-0765-845-1
Submit in Duplicate Date 6-20-86
Remit payment in Check or Money Filing Fee $5.00
Order, payable to "Secretary of Jim Edgar
State". Secretary Of State
DO NOT SEND CASH! State of Illinois
STATEMENT OF CANCELLATION
OF
NON-REISSUABLE SHARES
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following statement.
1. The name of the corporation is The Peoples Gas Light and Coke Company
2. It has acquired and cancelled its own shares, and the articles of
incorporation prohibit the re-issuance of such shares.
3. The number of shares cancelled and the redemption or purchase price are:
<TABLE>
<CAPTION>
Number of Shares Redemption or
Class Series Par Value Cancelled Purchase Price
----- ------ ---------- ----------------- -----------------
<S> <C> <C> <C> <C>
Cumulative Preferred 7-7/8% $100 30,000 $3,000,000
</TABLE>
<TABLE>
<CAPTION>
BEFORE CANCELLATION AFTER CANCELLATION
------------------- ------------------
CLASS SERIES PAR NUMBER CLASS SERIES PAR NUMBER
----- ------ --- ------ ----- ------ --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4. The number
of authorized
shares is:
Common Stock None 40,000,000 Common Stock None 40,000,000
Cumulative Preferred $100 970,000 Cumulative Preferred $100 940,000
5. The number of
issued shares is:
Common Stock None 24,817,566 Common Stock None 24,817,566
Cumulative Preferred $100 540,000 Cumulative Preferred $100 510,000
6. The amount of
paid-in capital is: $219,307,044 $216,307,044
------------ ------------
</TABLE>
The undersigned corporation has caused this statement to be signed by its duly
authorized officers, each of whom affirm, under penalties of perjury, that the
facts stated herein are true.
Dated June 3, 1986 The Peoples Gas Light and Coke Company
------- -- --------------------------------------
(Exact Name of Corporation)
Attested by /s/ James G. Boie By /s/ Masao Igasaki Jr.
-------------------- -----------------------
(Signature of Assistant Secretary) (Signature of Vice President)
James G. Boie Masao Igasaki
---------------------------
(Type or Print Name and Title) (Type and Print Name and Title)
<PAGE>
NOTES
NOTE: This form is applicable only where the articles of incorporation provide
that shares redeemed or purchased shall be cancelled and shall not be re-issued.
Upon such redemption and cancellation of shares, the paid-in capital of the
corporation is deemed to be reduced by that part of the paid-in capital which
was represented by the shares so cancelled. The filing of this statement
operates as an amendment to the articles of incorporation and reduces the number
of shares of the class so redeemed which the corporation is authorized to issue
by the number of shares so redeemed and cancelled.
Form BCA-9.05
File No. D-0765-845-1
STATEMENT OF CANCELLATION
OF
NON-REISSUABLE SHARES
Filing Fee $5.00
Filed June 20, 1986 PAID
Jim Edgar JUN 20 1986
Secretary of State
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217-782-6961
<PAGE>
BCA 1.15(Rev. Jan. 1986) File# D-0765-845-1
Submit in Duplicate JIM EDGAR Date 9-25-86
SECRETARY OF STATE Filing Fee $25
Remit payment in Check or Money STATE OF ILLINOIS
Order, payable to "Secretary of
State:. STATEMENT OF CORRECTION
DO NOT SEND CASH
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following Statement of Correction.
1. The name of the corporation is The Peoples Gas Light and Coke Company
2. The State or Country of incorporation is Illinois
3. The title of the instrument to be corrected is Bca--9.05 Statement of
Cancellation of Non-Reissuable Shares
4. The instrument to be corrected was filed by the Secretary of State on June
20, 1986.
5. It was inaccurate, erroneous or defective in the following:
<TABLE>
<CAPTION>
3. Class Series Par Value Number of Shares Cancelled Redemption or Purchase Price
----- ------ --------- -------------------------- ----------------------------
<S> <C> <C> <C> <C>
Cumulative Preferred 7-7/8% $100 30,000 $3,000,000
</TABLE>
6. The corrected portion(s) of the above instrument, in corrected form, are as
follows:
<TABLE>
<CAPTION>
3. Class Series Par Value Number of Shares Cancelled Redemption or Purchase Price
----- ------ --------- -------------------------- ----------------------------
<S> <C> <C> <C> <C>
Cumulative Preferred 7.50% $100 30,000 $3,000,000
</TABLE>
The undersigned corporation has caused this statement to be signed by its duly
authorized officers, each of whom affirm, under penalties of perjury, that the
facts stated herein are true.
Dated August 25, 1986 The Peoples Gas Light and Coke Company
---------- -- --------------------------------------
(Exact Name of Corporation)
attested by /s/ James G. Boie By /s/ Masao Igasaki Jr.
------------------ -------------------------
(Signature of Assistant Secretary) (Signature of Vice President)
James G. Boie Masao Igasaki, Jr.
Assistant Secretary Vice President
------------------- ------------------
(Type or Print Name and Title) (Type or Print Name and Title)
<PAGE>
Form BCA-1.15
File No. #D-0765-845-1
-------------
STATEMENT OF CORRECTION
Filing Fee $25
The license fee and franchise tax, as well as the filing fee, must be paid at
the time of filing this report as required by the provisions of the Business
Corporation Act.
PAID SEP 25 1986
SEP 25 1986
JIM EDGAR
Secretary of State
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone (217) 782-6961
<PAGE>
BCA-9.05 (Rev. Jul. 1984) JIM EDGAR File # D-0765-845-1
Secretary of State This Space For Use By
State of Illinois Secretary of State
STATEMENT OF CANCELLATION Date 10-27-86
OF --------
NON-REISSUABLE SHARES Filing Fee $5.00
Submit in Duplicate -----
Remit payment in Check or Money Order, payable to "Secretary of State".
Clerk CCH
---
DO NOT SEND CASH!
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following statement.
1. The name of the corporation is The Peoples Gas Light and Coke Company
2. It has acquired and cancelled its own shares, and the articles of
incorporation prohibit the re-issuance of such shares.
3. The number of shares cancelled and the redemption or purchase price are:
<TABLE>
<CAPTION>
Number of Shares Redemption or
Class Series Par Value Cancelled Purchase Price
----- ------ --------- ---------------- --------------
<S> <C> <C> <C> <C>
Cumulative Preferred 8.75% $100 150,000 15,000,000
Cumulative Preferred 7.50% $100 30,000 3,000,000
</TABLE>
<TABLE>
<CAPTION>
BEFORE CANCELLATION AFTER CANCELLATION
------------------- ------------------
Class Series Par Number Class Series Par Number
----- ------ --- ------ ----- ------ --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4. The number
of authorized
shares is:
Common Stock None 40,000,000 Common Stock None 40,000,000
Cumulative Preferred $100 940,000 Cumulative
Preferred $100 760,000
5. The number of
issued shares is:
Common Stock None 24,817,566 Common Stock None 24,817,566
Cumulative Preferred $100 510,000 Cumulative
Preferred $100 330,000
6. The amount of
paid-in capital is: $216,307,044 $198,307,044
------------ ------------
</TABLE>
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated October 22, 1986 The Peoples Gas Light and Coke Company
---------------- --------------------------------------
(Exact Name of Corporation)
attested by /s/James G. Boie by /s/ Masao Igasaki, Jr.
---------------- -------------------------
(Signature of Assistant Secretary) (Signature of Vice President)
James G. Boie Masao Igasaki, Jr.
- ------------- ------------------
(Type or Print Name and Title) (Type or Print Name and Title)
<PAGE>
NOTES
NOTE: This form is applicable only where the articles of incorporation provide
that shares redeemed or purchased shall be cancelled and shall not be re-issued.
Upon such redemption and cancellation of shares, the paid-in capital of the
corporation is deemed to be reduced by that part of the paid-in capital which
was represented by the shares so cancelled. The filing of this statement
operates as an amendment to the articles of incorporation and reduces the number
of shares of the class so redeemed which the corporation is authorized to issue
by the number of shares so redeemed and cancelled.
Form BCA-9.05
File No. D-0765-845-1
------------
-------------------------------
-------------------------------
STATEMENT OF CANCELLATION
OF
NON-REISSUABLE SHARES
Filing Fee $5.00
The Peoples Gas Light and Coke Company
FILED
OCT 27 1986
JIM EDGAR
Secretary of State
PAID
OCT 27 1986
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217-782-6961
-------------------------------
-------------------------------
<PAGE>
BCA-9.05 (Rev. Jul. 1984) JIM EDGAR File # D-0765-845-1
------------
Secretary of State This Space For Use By
State of Illinois Secretary of State
STATEMENT OF CANCELLATION Date 1-20-88
-------
OF
NON-REISSUABLE SHARES Filing Fee $5.00
-----
Submit in Duplicate
Remit payment in Check or Money Order, payable to "Secretary of State".
Clerk CCH
-----
DO NOT SEND CASH!
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following statement.
1. The name of the corporation is The Peoples Gas Light and Coke Company
2. It has acquired and cancelled its own shares, and the articles of
incorporation prohibit the re-issuance of such shares.
3. The number of shares cancelled and the redemption or purchase price are:
<TABLE>
<CAPTION>
Number of Shares Redemption or
Class Series Par Value Cancelled Purchase Price
----- ------ --------- --------- ----------------
<S> <C> <C> <C> <C>
Cumulative Preferred 7.50% $100 30,000 3,000,000
</TABLE>
<TABLE>
<CAPTION>
BEFORE CANCELLATION AFTER CANCELLATION
------------------- ------------------
Class Series Par Number Class Series Par Number
----- ------ --- ------ ----- ------ --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4. The number
of authorized
shares is:
Common Stock None 40,000,000 Common Stock None 40,000,000
Cumulative Preferred $100 760,000 Cumulative
Preferred $100 730,000
5. The number of
issued shares is:
Common Stock None 24,817,566 Common Stock None 24,817,566
Cumulative Preferred $100 330,000 Cumulative
Preferred $100 300,000
6. The amount of
paid-in capital is: $198,307,044 $195,307,044
------------ ------------
</TABLE>
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated January 15, 1988 The Peoples Gas Light and Coke Company
---------------- --------------------------------------
(Exact Name of Corporation)
attested by /s/James G. Boie by /s/ Donald G. Holm
---------------- ------------------
(Signature of Assistant Secretary) (Signature of Vice President)
James G. Boie Donald G. Holm
- ------------- --------------
(Type or Print Name and Title) (Type or Print Name and Title)
<PAGE>
NOTES
NOTE: This form is applicable only where the articles of incorporation provide
that shares redeemed or purchased shall be cancelled and shall not be re-issued.
Upon such redemption and cancellation of shares, the paid-in capital of the
corporation is deemed to be reduced by that part of the paid-in capital which
was represented by the shares so cancelled. The filing of this statement
operates as an amendment to the articles of incorporation and reduces the number
of shares of the class so redeemed which the corporation is authorized to issue
by the number of shares so redeemed and cancelled.
Form BCA-9.05
File No. D-0765-845-1
------------
-----------------------------
-----------------------------
STATEMENT OF CANCELLATION
OF
NON-REISSUABLE SHARES
Filing Fee $5.00
The Peoples Gas Light and Coke Company
FILED
JAN 20 1988
JIM EDGAR
Secretary of State
PAID
JAN 21 1988
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217-782-6961
-----------------------------
-----------------------------
<PAGE>
BCA-9.05 (Rev. Jul. 1984) JIM EDGAR File # D-0765-845-1
------------
Secretary of State This Space For Use By
State of Illinois Secretary of State
STATEMENT OF CANCELLATION Date 12-20-88
--------
OF
NON-REISSUABLE SHARES Filing Fee $5.00
-----
Submit in Duplicate Clerk CCH
-----
Remit payment in Check or Money Order, payable to "Secretary of State".
DO NOT SEND CASH!
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following statement.
1. The name of the corporation is The Peoples Gas Light and Coke Company
2. It has acquired and cancelled its own shares, and the articles of
incorporation prohibit the re-issuance of such shares.
3. The number of shares cancelled and the redemption or purchase price are:
<TABLE>
<CAPTION>
Number of Shares Redemption or
Class Series Par Value Cancelled Purchase Price
----- ------ --------- ---------------- --------------
<S> <C> <C> <C> <C>
Cumulative Preferred 7.50% $100 30,000 $ 3,000,000
</TABLE>
<TABLE>
<CAPTION>
BEFORE CANCELLATION AFTER CANCELLATION
------------------- ------------------
Class Series Par Number Class Series Par Number
----- ------ --- ------ ----- ------ --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4. The number
of authorized
shares is:
Common Stock None 40,000,000 Common Stock None 40,000,000
Cumulative Preferred $100 730,000 Cumulative
Preferred $100 700,000
5. The number of
issued shares is:
Common Stock None 24,817,566 Common Stock None 24,817,566
Cumulative Preferred $100 300,000 Cumulative
Preferred $100 270,000
6. The amount of
paid-in capital is: $195,307,044 $192,307,044
------------ ------------
</TABLE>
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated December 12, 1988 The Peoples Gas Light and Coke Company
----------------- --------------------------------------
(Exact Name of Corporation)
attested by /s/James G. Boie by /s/ Donald G. Holm
---------------- ------------------
(Signature of Assistant Secretary) (Signature of Vice President)
James G. Boie Donald G. Holm
- ------------- --------------
(Type or Print Name and Title) (Type or Print Name and Title)
<PAGE>
NOTES
NOTE: This form is applicable only where the articles of incorporation provide
that shares redeemed or purchased shall be cancelled and shall not be re-issued.
Upon such redemption and cancellation of shares, the paid-in capital of the
corporation is deemed to be reduced by that part of the paid-in capital which
was represented by the shares so cancelled. The filing of this statement
operates as an amendment to the articles of incorporation and reduces the number
of shares of the class so redeemed which the corporation is authorized to issue
by the number of shares so redeemed and cancelled.
Form BCA-9.05
File No. D-0765-845-1
------------------------------
------------------------------
STATEMENT OF CANCELLATION
OF
NON-REISSUABLE SHARES
Filing Fee $5.00
FILED
DEC 20 1988
JIM EDGAR
Secretary of State
PAID
DEC 20 1988
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217-782-6961
------------------------------
------------------------------
<PAGE>
BCA-9.05 (Rev. Jul. 1984) JIM EDGAR File # D-0765-845-1
------------
Secretary of State This Space For Use By
State of Illinois Secretary of State
STATEMENT OF CANCELLATION Date 3-16-89
-------
OF
NON-REISSUABLE SHARES Filing Fee $5.00
-----
Submit in Duplicate Clerk CCH
----
Remit payment in Check or Money Order, payable to "Secretary of State".
DO NOT SEND CASH!
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following statement.
1. The name of the corporation is The Peoples Gas Light and Coke Company
2. It has acquired and cancelled its own shares, and the articles of
incorporation prohibit the re-issuance of such shares.
3. The number of shares cancelled and the redemption or purchase price are:
<TABLE>
<CAPTION>
Number of Shares Redemption or
Class Series Par Value Cancelled Purchase Price
----- ------ --------- ---------------- --------------
<S> <C> <C> <C> <C>
Cumulative Preferred 7.96% $100 5,000 $500,000
</TABLE>
<TABLE>
<CAPTION>
BEFORE CANCELLATION AFTER CANCELLATION
------------------- ------------------
Class Series Par Number Class Series Par Number
----- ------ --- ------ ----- ------ --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4. The number
of authorized
shares is:
Common Stock None 40,000,000 Common Stock None 40,000,000
Cumulative Preferred $100 700,000 Cumulative
Preferred $100 695,000
5. The number of
issued shares is:
Common Stock None 24,817,566 Common Stock None 24,817,566
Cumulative Preferred $100 270,000 Cumulative
Preferred $100 265,000
6. The amount of
paid-in capital is: $192,307,044 $191,807,044
------------ ------------
</TABLE>
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated March 9, 1989 The Peoples Gas Light and Coke Company
------------- --------------------------------------
(Exact Name of Corporation)
attested by /s/James G. Boie by /s/ Donald G. Holm
---------------- ------------------
(Signature of Assistant Secretary) (Signature of Vice President)
James G. Boie Donald G. Holm
- ------------- --------------
(Type or Print Name and Title) (Type or Print Name and Title)
<PAGE>
NOTES
NOTE: This form is applicable only where the articles of incorporation provide
that shares redeemed or purchased shall be cancelled and shall not be re-issued.
Upon such redemption and cancellation of shares, the paid-in capital of the
corporation is deemed to be reduced by that part of the paid-in capital which
was represented by the shares so cancelled. The filing of this statement
operates as an amendment to the articles of incorporation and reduces the number
of shares of the class so redeemed which the corporation is authorized to issue
by the number of shares so redeemed and cancelled.
Form BCA-9.05
File No. D-0765-845-1
-----------------------------
-----------------------------
STATEMENT OF CANCELLATION
OF
NON-REISSUABLE SHARES
Filing Fee $5.00
FILED
MAR 16 1989
JIM EDGAR
Secretary of State
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217-782-6961
-----------------------------
-----------------------------
<PAGE>
BCA-5.10/5.20 (Rev. Jul. 1984) JIM EDGAR File # D-0765-845-1
------------
NFP-105.10/105.20 (Rev. 1986) Secretary of State This Space For Use By
State of Illinois Secretary of State
FILED MAY 17 1989 STATEMENT OF CANCELLATION Date
OF ---------------
Secretary of State NON-REISSUABLE SHARES Filing Fee $5
Corporation Department ---
Clerk PJ
-------
Submit in Duplicate
Remit payment in Check or Money Order, payable to "Secretary of State".
DO NOT SEND CASH!
Pursuant to the provisions of "The Business Corporation Act of 1983", or "The
General Not For Profit Corporation Act of 1986", the undersigned corporation
hereby submits the following statement.
1. The name of the corporation is The Peoples Gas Light and Coke Company
2. The State or Country of incorporation is Illinois
3. The name and address of its registered agent and its registered office as
they appear on the records of the office of the Secretary of State (Before
Change) are:
Registered Agent Donald G. Holm
------------------------------------------------
First Name Middle Name Last Name
Registered Office 122 South Michigan Avenue
------------------------------------------------
Number Street Suite No. (A P.O. Box alone
is not acceptable)
Chicago, Illinois 60603 Cook
------------------------------------------------
City Zip Code County
4. The name and address of its registered agent and its registered office shall
be (After All Changes Herein Reported):
Registered Agent J. Bruce Hasch
------------------------------------------------
First Name Middle Name Last Name
Registered Office 122 South Michigan Avenue
------------------------------------------------
Number Street Suite No. (A P.O. Box alone
is not acceptable)
Chicago, Illinois 60603 COOK
------------------------------------------------
City Zip Code County
5. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a. [ X] By resolution duly adopted by the board of directors. (Note 5)
b. [ ] By action of the registered agent. (Note 6)
(If authorized by the board of directors, sign here. See Note 5)
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated May 8, 1989 The Peoples Gas Light and Coke Company
----------- --------------------------------------
(Exact Name of Corporation)
attested by /s/E. P. Cassidy by /s/ Richard E. Terry
---------------- --------------------
(Signature of Secretary) (Signature of President)
E. P. Cassidy, Secretary and Treasurer R. E. Terry, President
- -------------------------------------- ----------------------
(Type or Print Name and Title) (Type or Print Name and Title)
(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.
Dated , 19
------------------------ -- -----------------------------------------
(Signature of Registered Agent of Record)
<PAGE>
NOTES
1. The registered office may, but need not be the same as the principal office
of the corporation. However, the registered office and the office address of
the registered agent must be the same.
2. The registered office must include a street or road address, a post office
box number alone is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office is changed from one county to another, then the
corporation must file with the recorder of deeds of the new county a certified
copy of the articles of incorporation and a certified copy of the state of
change of registered office. Such certified copies may be obtained ONLY from
the Secretary of State.
5. Any change of registered agent must be by resolution adopted by the board of
directors. This statement must then be signed by the President (or vice-
president) and by the Secretary (or an assistant secretary).
6. The registered agent may report a change of the registered office of the
corporation for which he or she is registered agent. When the agent reports
such a change, this statement must be signed by the registered agent.
FORM BCA-5.10/5.20
FORM NFP-105.10/105.20
File No. D-0765-845-1
------------
----------------------------------------
----------------------------------------
STATEMENT OF CHANGE OF REGISTERED
AGENT AND/OR REGISTERED OFFICE
Filing Fee $5
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone (217) 782-7808
----------------------------------------
----------------------------------------
(SEAL) STATE OF ILLINOIS
Office of the Secretary of State
I hereby certify that this is a true and correct copy,
consisting of 150 pages, as taken from the original on file in this office.
---
/s/ Jim Edgar
-------------
Jim Edgar
Secretary of State
DATED: May 1, 1990
-----------
BY: /s/ Sharon Thomas
-----------------
<PAGE>
BCA-9.05 (Rev. Jul. 1984) JIM EDGAR File # D-0765-845-1
------------
Secretary of State This Space For Use By
State of Illinois Secretary of State
PAID STATEMENT OF CANCELLATION Date 12-19-89
DEC 20 1989 OF --------
NON-REISSUABLE SHARES
Filing Fee $5.00
-----
Submit in Duplicate Clerk JP
-------
Remit payment in Check or Money Order, payable to "Secretary of State".
DO NOT SEND CASH!
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following statement.
1. The name of the corporation is The Peoples Gas Light and Coke Company
2. It has acquired and cancelled its own shares, and the articles of
incorporation prohibit the re-issuance of such shares.
3. The number of shares cancelled and the redemption or purchase price are:
<TABLE>
<CAPTION>
Number of Shares Redemption or
Class Series Par Value Cancelled Purchase Price
----- ------ --------- ---------------- --------------
<S> <C> <C> <C> <C>
Cumulative Preferred 8.40% $100 34,000 $3,400,000
</TABLE>
<TABLE>
<CAPTION>
BEFORE CANCELLATION AFTER CANCELLATION
------------------- ------------------
Class Series Par Number Class Series Par Number
----- ------ --- ------ ----- ------ --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4. The number
of authorized
shares is:
Common Stock None 40,000,000 Common Stock None 40,000,000
Cumulative Preferred $100 695,000 Cumulative
Preferred $100 661,000
5. The number of
issued shares is:
Common Stock None 24,817,566 Common Stock None 24,817,566
Cumulative Preferred $100 265,000 Cumulative
Preferred $100 231,000
6. The amount of
paid-in capital is: $191,807,044 $188,407,044
------------ ------------
</TABLE>
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated December 14, 1989 The Peoples Gas Light and Coke Company
----------------- --------------------------------------
(Exact Name of Corporation)
attested by /s/James G. Boie by /s/ George G. Henning
---------------- --------------------
(Signature of Assistant Secretary) (Signature of Vice President)
James G. Boie George G. Henning
- ------------- -----------------
(Type or Print Name and Title) (Type or Print Name and Title)
<PAGE>
NOTES
NOTE: This form is applicable only where the articles of incorporation provide
that shares redeemed or purchased shall be cancelled and shall not be re-issued.
Upon such redemption and cancellation of shares, the paid-in capital of the
corporation is deemed to be reduced by that part of the paid-in capital which
was represented by the shares so cancelled. The filing of this statement
operates as an amendment to the articles of incorporation and reduces the number
of shares of the class so redeemed which the corporation is authorized to issue
by the number of shares so redeemed and cancelled.
Form BCA-9.05
File No. D-0765-845-1
------------
-----------------------------
-----------------------------
STATEMENT OF CANCELLATION
OF
NON-REISSUABLE SHARES
Filing Fee $5.00
FILED
DEC 19 1989
JIM EDGAR
Secretary of State
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217-782-6961
-----------------------------
-----------------------------
<PAGE>
BCA-9.05 (Rev. Jul. 1984) JIM EDGAR File # D-0765-845-1
Secretary of State ------------
State of Illinois This Space For Use By
Secretary of State
PAID STATEMENT OF CANCELLATION Date 2-26-90
FEB 27 1990 OF -------
NON-REISSUABLE SHARES
Filing Fee $5.00
-----
Submit in Duplicate
Remit payment in Check or Money Order,
payable to "Secretary of State". Clerk DB
DO NOT SEND CASH! ----------
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following statement.
1. The name of the corporation is The Peoples Gas Light & Coke Company
2. It has acquired and cancelled its own shares, and the articles of
incorporation prohibit the re-issuance of such shares.
3. The number of shares cancelled and the redemption or purchase price are:
<TABLE>
<CAPTION>
Number of Shares Redemption or
CLASS Series Par Value Cancelled Purchase Price
----- ------ --------- ---------------- --------------
<S> <C> <C> <C> <C>
Cumulative Preferred 7.96% $100 5,000 $500,000
</TABLE>
<TABLE>
<CAPTION>
BEFORE CANCELLATION AFTER CANCELLATION
------------------- ------------------
Class Series Par Number Class Series Par Number
----- ------ --- ------ ----- ------ --- ------
<S> <C> <C> <C> <C> <C> <C> <C>
4. The number
of authorized
shares is:
Common Stock None 40,000,00 Common Stock None 40,000,000
Cumulative Preferred $100 661,000 Cumulative
Preferred $100 656,000
5. The number of
issued shares is:
Common Stock None 24,817,566 Common Stock None 24,817,566
Cumulative Preferred $100 231,000 Cumulative
Preferred $100 226,000
6. The amount of
paid-in capital is: $188,407,044 $187,907,044
------------ ------------
</TABLE>
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated February 23, 1990 The Peoples Gas Light and Coke Company
----------------- --------------------------------------
(Exact Name of Corporation)
attested by /s/James G. Boie by /s/ George G. Henning
---------------- ---------------------
(Signature of (Signature of Vice President)
Assistant Secretary)
James G. Boie, Asst. Secretary George G. Henning, Vice President
- ------------------------------ ---------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
<PAGE>
NOTES
NOTE: This form is applicable only where the articles of incorporation provide
that shares redeemed or purchased shall be cancelled and shall not be re-issued.
Upon such redemption and cancellation of shares, the paid-in capital of the
corporation is deemed to be reduced by that part of the paid-in capital which
was represented by the shares so cancelled. The filing of this statement
operates as an amendment to the articles of incorporation and reduces the number
of shares of the class so redeemed which the corporation is authorized to issue
by the number of shares so redeemed and cancelled.
Form BCA-9.05
File No. D-0765-845-1
------------
----------------------------
----------------------------
STATEMENT OF CANCELLATION
OF
NON-REISSUABLE SHARES
Filing Fee $5.00
FILED
FEB 26 1990
Secretary of State
Corporation Department
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217-782-6961
----------------------------
----------------------------
<PAGE>
Form BCA-5.10 STATEMENT OF CHANGE
NFP-105.10 OF REGISTERED AGENT
AND/OR REGISTERED OFFICE File #D0765 845
(Rev. Jan. 1991) SUBMIT IN DUPLICATE
George H. Ryan FILED This space for use by
Secretary of State Secretary of State
Department of Business Services OCT 20 1992 Date 10-20-92
Springfield, IL 62756 GEORGE H. RYAN --------
Telephone (217) 782-3647 SECRETARY OF STATE Filing Fee $5
----
Approved: ZB
- -------------------------------- ----------
Remit payment in check or money
order, payable to "Secretary of State."
1. CORPORATE NAME: The Peoples Gas Light and Coke Company
--------------------------------------
2. STATE OR COUNTY OF INCORPORATION: Illinois 92913735
---------
3. Name and address of the registered agent and registered office as they
appear on the records of the office of the Secretary of State (before change):
Registered Agent J. Bruce Hasch
---------------------------------------------------
First Name Middle Name Last Name
Registered Office 122 South Michigan Avenue
---------------------------------------------------
Number Street Suite No. (A P.O. Box alone is not
acceptable)
Chicago 60603 Cook
---------------------------------------------------
City Zip Code County
4. Name and address of the registered agent and registered office shall be
(after all changes herein reported):
Registered Agent Emmet P. Cassidy
---------------------------------------------------
First Name Middle Name Last Name
Registered Office 122 South Michigan Avenue
---------------------------------------------------
Number Street Suite No. (A P.O. Box alone is not
acceptable)
Chicago 60603 Cook
---------------------------------------------------
City Zip Code County
5. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a. [X] By resolution duly adopted by the board of directors. (Note 5)
b. [ ] By action of the registered agent. (Note 6)
NOTE: When the registered agent changes, the signatures of both president and
secretary are required.
7. (If authorized by the board of directors, sign here. See Note 5)
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.
Dated September 30, 1992 The Peoples Gas Light and Coke Company
------------------ --------------------------------------
(Exact Name of Corporation)
attested by /s/E. P. Cassidy by /s/ John A. Lawrisuk
---------------- --------------------
(Signature of Secretary) (Signature of Vice President)
Emmet P. Cassidy, Secretary John A. Lawrisuk, Vice President
- --------------------------- --------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.
Dated 19
-------------------- --- ---------------------------------------------
(Signature of Registered Agent of Record)
<PAGE>
NOTES
1. The registered office may, but need not be the same as the principal office
of the corporation. However, the registered office and the office address of
the registered agent must be the same.
2. The registered office must include a street or road address, a post office
box number alone is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office is changed from one county to another, then the
corporation must file with the recorder of deeds of the new county a certified
copy of the articles of incorporation and a certified copy of the statement of
change of registered office. Such certified copies may be obtained ONLY from
the Secretary of State.
5. Any change of registered agent must be by resolution adopted by the board of
directors. This statement must then be signed by the president (or vice-
president) and by the secretary (or an assistant secretary).
6. The registered agent may report a change of the registered office of the
corporation for which he or she is registered agent. When the agent reports
such a change, this statement must be signed by the registered agent.
MAIL TO: THE PEOPLES GAS LIGHT & COKE CO.
122 S. MICHIGAN AVE.
CHICAGO, ILL. 60603
ROOM 320
ATTN: MR. J. NASSOS
<PAGE>
BCA-9.05 (Rev. Jul. 1984) JIM EDGAR File # D-0765-845-1
Secretary of State ------------
State of Illinois This Space For Use By
Secretary of State
PAID STATEMENT OF CANCELLATION Date 8-18-93
OF -------
FEB 27 1990 NON-REISSUABLE SHARES
Filing Fee $5.00
-----
Submit in Duplicate
Remit payment in Check or Money Order,
payable to "Secretary of State". Clerk S
DO NOT SEND CASH! ----------
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby submits the following statement.
1. The name of the corporation is The Peoples Gas Light & Coke Company
2. It has acquired and cancelled its own shares, and the articles of
incorporation prohibit the re-issuance of such shares.
3. The number of shares cancelled and the redemption or purchase price are:
<TABLE>
<CAPTION>
Number of Shares Redemption or
Class Series Par Value Cancelled Purchase Price
----- ------ --------- ---------------- --------------
<S> <C> <C> <C> <C>
CUM PREF 7.96% $100 5,000 500,000
CUM PREF 7.96% $100 75,000 7,914,000
</TABLE>
<TABLE>
<CAPTION>
BEFORE CANCELLATION AFTER CANCELLATION
------------------- ------------------
Class Series Par Number Class Series Par Number
----- ------ --- ------ ----- ------ --- ------
<S> <C> <C> <C> <C> <C> <C> <C>
4. The number
of authorized
shares is:
Common None 40,000,00 Common None 40,000,000
Cum Pref $100 544,000 Cum Pref $100 464,000
5. The number of
issued shares is:
Common None 24,817,566 Common None 24,817,566
Cum Pref 7.96% $100 80,000
Cum Pref 8.40% $100 34,000 Cum Pref 8.40% $100 34,000
6. The amount of
paid-in capital is: $176,707,044 $168,707,044
------------ ------------
</TABLE>
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated August 11, 1993 The Peoples Gas Light and Coke Company
----------------- --------------------------------------
(Exact Name of Corporation)
attested by /s/James G. Boie by /s/ P. J. Doyle
---------------- ---------------------
(Signature of (Signature of Vice President)
Assistant Secretary)
James G. Boie, Asst. Secretary Patrick J. Doyle, Jr., Vice President
- ------------------------------ -------------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
<PAGE>
NOTES
NOTE: This form is applicable only where the articles of incorporation provide
that shares redeemed or purchased shall be cancelled and shall not be re-issued.
Upon such redemption and cancellation of shares, the paid-in capital of the
corporation is deemed to be reduced by that part of the paid-in capital which
was represented by the shares so cancelled. The filing of this statement
operates as an amendment to the articles of incorporation and reduces the number
of shares of the class so redeemed which the corporation is authorized to issue
by the number of shares so redeemed and cancelled.
Form BCA-9.05
File No. D-0765-845-1
------------
-----------------------------
-----------------------------
STATEMENT OF CANCELLATION
OF
NON-REISSUABLE SHARES
Filing Fee $5.00
FILED
AUG 18 1993
GEORGE H. RYAN
SECRETARY OF STATE
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217-782-6961
-----------------------------
-----------------------------
<PAGE>
Form BCA-9.05 STATEMENT OF CHANGE
OF REGISTERED AGENT
AND/OR REGISTERED OFFICE File #D-0765-845-1
(Rev. Jan. 1991) SUBMIT IN DUPLICATE
George H. Ryan FILED This space for use by
Secretary of State Secretary of State
Department of Business Services JAN 27 1994 Date 1-27-94
GEORGE H. RYAN -------
Springfield, IL 62756 SECRETARY OF STATE Filing Fee $5.00
-------
Telephone (217) 782-6961 Approved: B
---------
Remit payment in check or money order, payable to "Secretary of State."
1. CORPORATE NAME: THE PEOPLES GAS LIGHT AND COKE COMPANY
2. The corporation has acquired and cancelled its own shares, and the articles
of incorporation prohibit the re-issuance of such shares.
3. Number of shares cancelled and the redemption or purchase price:
<TABLE>
<CAPTION>
Number of Shares Redemption or Date of
Class Series Par Value Cancelled Purchase Price Cancellation
----- ------ --------- ---------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
CUM PREF 8.40% $100 34,000 $3,400,000.00 OCT. 1, 1993
</TABLE>
<TABLE>
<CAPTION>
BEFORE CANCELLATION AFTER CANCELLATION
Class Series Par Number Class Series Par Number
----- ------ --- ------ ----- ------ --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4. The number
of authorized
shares:
Common None 40,000,000 Common None 40,000,000
Cum Pref $100 464,000 Cum Pref $100 430,000
5. The number of
issued shares:
Common None 24,817,566 Common None 24,817,566
Cum Pref 8.40% $100 34,000
6. Paid-in capital: $168,707,044 $165,307,044
------------ ------------
</TABLE>
7. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.
Dated January 21, 1994 The Peoples Gas Light and Coke Company
---------------- --------------------------------------
(Exact Name of Corporation)
attested by /s/James G. Boie by /s/ Kenneth S. Balaskovits
---------------- --------------------------
(Signature of Assistant (Signature of Vice President)
Secretary)
James G. Boie, Asst. Secretary Kenneth S. Balaskovits, Vice President
- ------------------------------ --------------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
<PAGE>
NOTES
NOTE: This form is applicable only where the articles of incorporation provide
that shares redeemed or purchased shall be cancelled and shall not be re-issued.
Upon such redemption and cancellation of shares, the paid-in capital of the
corporation is deemed to be reduced by that part of the paid-in capital which
was represented by the shares so cancelled. The filing of this statement
operates as an amendment to the articles of incorporation and reduces the number
of shares of the class so redeemed which the corporation is authorized to issue
by the number of shares so redeemed and cancelled.
After Recording Return This Document To:
The Peoples Gas Light and Coke Company
122 South Michigan Avenue
Room 210
Chicago, IL 60603
Attention: Alvin Santiago
MAIL TO: THE PEOPLES GAS LIGHT & COKE CO.
122 SOUTH MICHIGAN AVE.
CHICAGO, ILL. 60603
ROOM Alvin Santiago, Room 210
ATTN:
<PAGE>
File #D0765-845-1 95161540
-----------
Form BCA-5.10 DEPT-01 RECORDING
$23
NFP-105.10 T#6666 TRAN 8057 03/09/95 15:39:00
(Rev. Jan. 1995) #6801 KB *-95-16154
George H. Ryan COOK COUNTY RECORDER
Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217) 782-3647
STATEMENT OF FILED SUBMIT IN DUPLICATE
CHANGE MAR 8 1995 This space for use by
OF REGISTERED AGENT GEORGE H. RYAN Secretary of State
AND/OR REGISTERED OFFICE SECRETARY OF STATE Date 03-08-95
--------
Filing Fee $5
---
Approved MA
------------
Remit payment in check or money order, payable to "Secretary of State."
EXPEDITED
MAR 8 1995
SECRETARY OF STATE
1. CORPORATE NAME: The Peoples Gas Light and Coke Company
2. STATE OR COUNTRY OF INCORPORATION: Illinois
3. Name and address of the registered agent and registered office as they
appear on the records of the office of the Secretary of State (before change):
Registered Agent Emmet P. Cassidy
------------------------------------------------------
First Name Middle Name Last Name
Registered Office 122 South Michigan Avenue
------------------------------------------------------
Number Street Suite No. (A P.O. Box alone is not
acceptable)
Chicago 60603 Cook
------------------------------------------------------
City Zip Code County
4. Name and address of the registered agent and registered office shall be
(after all changes herein reported):
Registered Agent Emmet P. Cassidy
------------------------------------------------------
First Name Middle Name Last Name
Registered Office 130 East Randolph Drive
------------------------------------------------------
Number Street Suite No. (A P.O. Box alone is not
acceptable)
Chicago 60601 Cook
------------------------------------------------------
City Zip Code County
<PAGE>
File Number 0765-845-1
----------
95274971
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE PEOPLES
GAS LIGHT AND COKE COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS
HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE
BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the Great
Seal of the State of Illinois, at the City of Springfield, this 24TH day of
APRIL A.D. 1995 and of the Independence of the United States the two hundred and
19TH.
(seal of the state of Illinois) /s/George H. Ryan
(Aug. 26th 1818) Secretary of State
<PAGE>
ARTICLES OF AMENDMENT
Form BCA-10.30 File # 0765-845-1
-----------------
(Rev. Jan. 1995) SUBMIT IN DUPLICATE
This space for use by
George H. Ryan FILED Secretary of State
Secretary of State APR 24 1995 Date 04-24-95
GEORGE H. RYAN --------
Department of Business Services SECRETARY OF STATE Franchise Tax
Springfield, IL 62756 Filing Fee* $25.00
------
Telephone (217) 782-1832 Penalty
Approved: MA
-----------
Remit payment in check or money order, payable to "Secretary of State."
* The filing fee for articles of amendment - $25.00
1. CORPORATE NAME: The Peoples Gas Light and Coke Company
(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted on
March 22, 1995 in the manner indicated below. ("X" one box only)
[ ] By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
(Note 3)
[ ] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the
minimum number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by shareholders having not less than the minimum number of votes
required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given
notice in accordance with Section 7.10;
(Notes 4 & 5)
[X] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by all the shareholders entitled to vote on this amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate
name below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:
-------------------------------------------------------
(NEW NAME)
All other changes other than name, include on page 2
(over)
EXPEDITED
APR 24 1995
SECRETARY OF STATE
<PAGE>
(b) (If Amendment affects the corporate purpose, the amended purpose is
required to be set forth in its entirety. If there is not sufficient space to
do so, add one or more sheets of this size.)
(See attached pages)
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of the number
of authorized shares of any class below the number of issued shares of that
class, provided for or effected by this amendment, is as follows: (If not
applicable, insert "No change")
No change.
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces the
terms Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) is as follows: (If not applicable, insert "No change")
No change.
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these accounts)
as changed by this amendment is as follows: (If not applicable, insert "No
change")
No change.
Before Amendment After Amendment
Paid-in Capital $_______________ $______________
(Complete either item 6 or 7 below. All signatures must be in BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.
Dated April 20, 1995 The Peoples Gas Light and Coke Company
-------- -- --------------------------------------
(Exact Name of Corporation at date of
execution)
attested by________________ by _______________
/s/E. P. Cassidy /s/Kenneth S. Balaskovits
---------------- -------------------------
(Signature of Secretary) (Signature of Vice President)
Emmet P. Cassidy, Secretary Kenneth S. Balaskovits, Vice President
--------------------------- --------------------------------------
(Type or Print Name and (Type or Print Name and Title)
Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and there
are no officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.
The undersigned affirms, under the penalties of perjury, that the facts stated
herein are true.
Dated_________, 19__
_______________________ _______________________
_______________________ _______________________
_______________________ _______________________
_______________________ _______________________
Page 3
<PAGE>
The Charter is amended by adding the following paragraphs thereto:
No director of the corporation shall be liable to the corporation or to the
shareholders of the corporation for monetary damages for breach of fiduciary
duty as a director, provided that this paragraph shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its shareholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of the law,
(iii) under Section 8.65 of the Illinois Business Corporation Act of 1983, as
amended, or (iv) for any transaction from which the director derived an improper
personal benefit. This paragraph shall not eliminate or limit the liability of
a director of the corporation for any act or omission occurring before the date
on which this paragraph becomes effective. Any repeal or modification of this
paragraph 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.
The corporation shall indemnify, to the fullest extent permitted under the laws
of the State of Illinois and any other applicable laws, as they now exist or as
they may be amended in the future, any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, an action by or in the right of the
corporation), by reason of the fact that he or she is or was a director, officer
or employee of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding.
Expenses incurred by such a director, officer or employee in defending a civil
or criminal action, suit or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding to the
fullest extent permitted under the laws of the State of Illinois and any other
applicable laws, as they now exist or as they may be amended in the future.
The board of directors may, by resolution, extend the provisions set forth
herein regarding indemnification and the advancement of expenses to any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact he or she
is or was an agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The indemnification and advancement of expenses provided by or granted hereunder
is not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled.
The indemnification and advancement of expenses provided by or granted hereunder
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of that person.
The Board of Directors of the corporation shall consist of not less than three
individuals. Subject to such limitation, the Board of Directors of the
corporation shall consist of such number of directors as shall be set forth in
the by-laws, which number may be increased or decreased by amendment to the by-
laws from time to time. A director need not be a shareholder of the corporation
unless the by-laws so prescribe or unless required by the laws of the State of
Illinois or any other applicable laws.
<PAGE>
[Conformed Copy]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE PEOPLES GAS LIGHT AND COKE COMPANY
TO
BANK OF AMERICA ILLINOIS
TRUSTEE
---------------------------
SUPPLEMENTAL INDENTURE
---------------------------
DATED AS OF JUNE 1, 1995
---------------------------
FIRST AND REFUNDING MORTGAGE 6.10% BONDS, SERIES FF
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Supplemental Indenture, dated as of June 1, 1995, made and entered
into by and between THE PEOPLES GAS LIGHT AND COKE COMPANY, a corporation
organized and existing under the laws of the State of Illinois (hereinafter
called the "Company") and BANK OF AMERICA ILLINOIS (hereinafter called the
"Trustee"), a corporation organized and existing under laws of the United States
of America and successor to Illinois Merchants Trust Company, as trustee under
the indenture of Chicago By-Product Coke Company to said Illinois Merchants
Trust Company, as trustee, dated January 2, 1926,
WITNESSETH:
WHEREAS, Chicago By-Product Coke Company, a corporation organized and
existing under the laws of the State of Delaware, heretofore gave its mortgage
in the form of an indenture (hereinafter called the "Original Mortgage") to
Illinois Merchants Trust Company, as trustee, under date of the second day of
January, 1926; and
WHEREAS, the Company executed and delivered to said Illinois Merchants
Trust Company, as trustee under the Original Mortgage, an indenture bearing date
the first day of March, 1928, whereby, among other things, the Company assumed
and agreed to pay the principal and interest of all bonds issued or to be issued
under the Original Mortgage and secured thereby, and to perform and fulfill all
of the terms, covenants, and conditions of the Original Mortgage binding upon
said Chicago By-Product Coke Company, and in and by said indenture the Company
subjected to the lien of the Original Mortgage, subject to the existing liens
permitted by Section 2 of Article XIV of the Original Mortgage but with
statements required by said Section 2 with regard to such existing liens, all of
the property then owned by the Company or thereafter acquired by it (excepting
such of its property as the Company was by said Section 2 of Article XIV of the
Original Mortgage expressly authorized to reserve from the lien of the Original
Mortgage); and
WHEREAS, by virtue of all the things done as in the next preceding
paragraph recited, the Company has become the successor corporation under the
Original Mortgage, subject to all the terms, conditions and restrictions
thereof; and
WHEREAS, thereafter the Company has made, executed and delivered other
indentures supplemental to the Original Mortgage, of which the indentures
supplemental to the Original Mortgage delivered to Bank of America Illinois
(formerly known as Continental Bank, National Association), as Trustee,
successor to Illinois Merchants Trust Company, as Trustee under the Original
Mortgage, dated, respectively, May 20, 1936, March 10, 1950, as of June 1, 1951,
as of August 15, 1967, as of September 15, 1970, as of June 1, 1984, as of June
1, 1984, as of October 1, 1984, as of March 1, 1985, as of March 1, 1985, as of
March 1, 1985, as of March 1, 1985, as of May 1, 1990, as of April 1, 1993 as of
December 1, 1993 and as of December 1, 1993 are wholly or partially in full
force and effect (said Original Mortgage, and said Indenture dated March 1,
1928, as so supplemented and amended, being collectively called the "Mortgage",
and said Mortgage, as supplemented by this Supplemental Indenture, being
collectively called the "Mortgage as supplemented"); and
<PAGE>
WHEREAS, all bonds which have heretofore been issued and outstanding under
the Mortgage have been retired and cancelled, except that as of June 1, 1995,
there were bonds of the following series outstanding in the aggregate principal
amounts indicated below:
Aggregate
Bonds Due Date Principal Amount
----- -------- ----------------
Series U June 1, 1999 $43,375,000
Series V June 1, 1999 $43,375,000
Series W October 1, 1999 $10,400,000
Series X March 1, 2015 $50,000,000
Series Y March 1, 2015 $50,000,000
Series Z March 1, 2015 $50,000,000
Series AA March 1, 2015 $50,000,000
Series BB May 1, 2020 $75,000,000
Series CC May 1, 2003 $75,000,000
Series DD December 1, 2023 $75,000,000
Series EE December 1, 2023 $27,000,000
and;
WHEREAS, it is provided in Article III of the Mortgage that bonds of any
series may from time to time be issued by the Company under the Mortgage in a
principal amount equal to 75% of expenditures made for the acquisition of any
permanent property as defined in the mortgage or upon the deposit of cash with
the Trustee equal to the aggregate principal amount of bonds whose
authentication and delivery is then applied for; and
WHEREAS, the Company has duly determined to create an additional series of
its bonds to be issued under the Mortgage as supplemented designated "The
Peoples Gas Light and Coke Company First and Refunding Mortgage 6.10% Bonds,
Series FF" (herein sometimes referred to as "bonds of Series FF") and to issue
an aggregate of $50,000,000 principal amount of said bonds all of which bonds
shall be fully registered without coupons; and
WHEREAS, the Company desires to reserve the right to amend the Mortgage
without any consent or other action by holders of the bonds of Series FF or any
subsequent series, to provide that the Mortgage, the rights and obligations of
the Company and the rights of the bondholders may be modified with the consent
of the holders of not less than 60% in aggregate principal amount of the bonds
adversely affected; provided, however, that no modification shall (1) extend the
time or reduce the amount of any payment on any bond without the consent of the
holder of each bond so affected, (2) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with the lien of the Mortgage,
without the consent of the holders of all bonds then outstanding, or (3) reduce
the above percentage of the aggregate principal amount of bonds the holders of
which are required to approve any such modification without the consent of the
holders of all bonds then outstanding; and
2
<PAGE>
WHEREAS, the Company also desires in and by this Supplemental Indenture to
record the description of, and confirm unto the Trustee, certain property which
is subject to the lien of the Mortgage; and
WHEREAS, the form of registered bond of Series FF and the form of the
Trustee's Certificate to appear on all bonds of Series FF shall be substantially
as follows:
(Form of Series FF Registered Bond Without Coupons)
No. R . . . . . . . . $. . . . . . .
THE PEOPLES GAS LIGHT AND COKE COMPANY
FIRST AND REFUNDING MORTGAGE 6.10% BOND,
SERIES FF
DUE June 1, 2025
THE PEOPLES GAS LIGHT AND COKE COMPANY, an Illinois corporation
(hereinafter called the "Company"), for value received, hereby promises to pay
to. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . ., or registered assigns on June 1, 2025 unless this
Bond shall have been called for redemption and payment of the redemption price
shall have been duly made or provided for in accordance with the hereinafter
described Mortgage, the principal sum of . . . . . . . . . . . . . . . Dollars
($ ), and to pay interest on the balance of said principal sum from
time to time remaining unpaid from the June 1 or December 1 to which interest
has been paid next preceding the date of authentication of this Bond, unless
this Bond is authenticated on a June 1 or December 1 to which interest has been
paid, in which event this Bond shall bear interest from such June 1 or December
1, or unless no interest has been paid on this Bond, in which event this Bond
shall bear interest from June 1, 1995, at the rate of six and one-tenth percent
(6.10%) per annum (calculated on the basis of a year of 360 days consisting of
twelve 30-day months), payable at or before 9:00 a.m., Chicago time, on June 1
and December 1 of each year, commencing December 1, 1995, until payment in full
of such principal sum. Interest shall also accrue on any overdue principal,
premium, if any, and (to the extent that such interest shall be legally
enforceable) on any overdue installment of interest until paid at the same rate
per annum. The interest so payable on any interest payment date will, subject
to certain exceptions provided in the Mortgage hereinafter referred to, be paid
to the person who is the registered owner of this Bond at the close of business
on the applicable record date, as provided in the Mortgage, next preceding such
interest payment date. Principal of, premium, if any, and interest on this Bond
shall be payable in lawful money of the United States of America at the
principal corporate office or agency of the Company in Chicago, Illinois.
3
<PAGE>
This Bond is one of the First and Refunding Mortgage Bonds of the Company,
all issued and to be issued in series, from time to time, under and in
accordance with and, irrespective of the time of issue or of the series in which
issued or the designation thereof, equally secured by an Indenture, dated the
second day of January, 1926, executed by Chicago By-Product Coke Company, a
Delaware corporation, to Illinois Merchants Trust Company, as trustee, and
recorded on January 19, 1926, as Document No. 9154395 in Book 22219 of Records,
at page 283, in the Recorder's Office of Cook County, Illinois, which Indenture
was assumed by the Company as a successor corporation, as defined therein, by an
indenture, dated the first day of March, 1928, executed by the Company to said
trustee, and recorded on April 7, 1928, as Document No. 9980547 in Book 25701 of
Records, at page 599, in the Recorder's Office of Cook County, Illinois, and has
heretofore been, and from time to time hereafter may be, amended and
supplemented by indentures supplemental thereto, including the Supplemental
Indenture dated as of June 1, 1995 relating to the hereinafter described Series
FF Bonds (the "Supplemental Indenture"). The word "Mortgage", as used in this
Bond, shall mean said Indenture, as amended and supplemented from time to time
by indentures supplemental thereto, including the Supplemental Indenture. The
word "Company", as used in this Bond, shall be construed to include any
successor corporation, as defined in the Mortgage. The word "Trustee", as used
in this Bond, shall be construed to mean and include Bank of America Illinois
(successor to Illinois Merchants Trust Company), as trustee under the Mortgage,
and any successor trustee thereunder. Reference is hereby made to the Mortgage
and all indentures supplemental thereto for a description of the property
mortgaged and pledged (except that certain parcels described in the Mortgage and
in said supplemental indentures have been released from the lien of the Mortgage
pursuant to the terms thereof), the nature and extent of the security and the
terms and conditions governing the issuance and security of the bonds issued or
to be issued under the Mortgage. As provided in the Mortgage, the bonds may be
for various principal sums, are issuable in series, may bear interest at
different rates and may otherwise vary as provided therein. This Bond is one of
the series of such First and Refunding Mortgage Bonds designated as "The Peoples
Gas Light and Coke Company First and Refunding Mortgage 6.10% Bonds, Series FF",
hereinafter called the "Series FF Bonds".
As more fully described in the Supplemental Indenture, the Company reserves
the right, without any consent or other action by holders of the Series FF Bonds
or the bonds of any subsequent series, to amend the Mortgage to provide that the
Mortgage, the rights and obligations of the Company and the rights of the
bondholders may be modified with the consent of the holders of not less than 60%
in aggregate principal amount of the bonds adversely affected; provided,
however, that no modification shall (1) extend the time or reduce the amount of
any payment on any bond without the consent of the holder of each bond so
affected, (2) permit the creation of any lien, not otherwise permitted, prior to
or on a parity with the lien of the Mortgage, without the consent of the holders
of all bonds then outstanding, or (3) reduce the above percentage of the
principal amount of bonds the holders of which are required to approve any such
modification without the consent of the holders of all bonds then outstanding.
The Series FF Bonds are subject to optional redemption prior to maturity by
the Company, in whole or in part, on any date on or after June 1, 2005, and at
the redemption prices
4
<PAGE>
(expressed as percentages of principal amount) set forth below, plus accrued
interest, if any, to the redemption date:
REDEMPTION DATES REDEMPTION PRICES
---------------- -----------------
June 1, 2005 through
May 31, 2006 102%
June 1, 2006 through
May 31, 2007 101%
June 1, 2007 and 100%
thereafter
All of the outstanding Series FF Bonds may be redeemed at any time by the
Company, by the payment of the principal amount thereof and accrued interest
thereon to the date of redemption, without the payment of any premium, in the
event of the acquisition by any federal, state or municipal authority of any
substantial portion (which shall be not less than one-third as determined by
book values) of the income-producing properties of the Company which are subject
to the lien of the Mortgage.
All of the outstanding bonds under the Mortgage shall be redeemed by the
Company by the payment of the respective applicable redemption price or prices
and accrued interest thereon to the date of redemption, without the payment of
any premium, in the event of the acquisition by any federal, state or municipal
authority of all or substantially all of the income-producing properties of the
Company which are subject to the lien of the Mortgage.
All of the outstanding Series FF Bonds shall be redeemed by the Company not
more than sixty (60) days after the Trustee receives written notice from the
Revenue Bond Trustee (as defined in the Supplemental Indenture) stating that the
principal on the Chicago Refunding Revenue Bonds (as defined in the Supplemental
Indenture) has been declared to be immediately due and payable as a result of an
event of default under the Refunding Revenue Bond Indenture (as defined in the
Supplemental Indenture). The redemption price for any such redemption shall be
100% of the principal amount of the Series FF Bonds to be redeemed, plus
interest thereon accrued to the date fixed for redemption.
The Series FF Bonds are subject to optional redemption by the Company, in
whole but not in part, at any time, at a redemption price of 100% of the
principal amount thereof, plus accrued interest, if any, to the redemption date,
upon the occurrence of certain events described in the Supplemental Indenture
(relating to unreasonable burdens or excessive liabilities imposed upon the
Company; changes in the economic availability of raw materials, operating
supplies, fuel or other energy sources or supplies or technological or other
changes rendering the Project (as defined in the Supplemental Indenture)
uneconomic; court order or decree preventing operations at the Project or
rendering the continuation of the Project's operations economically unfeasible).
5
<PAGE>
Series FF Bonds are also subject to mandatory redemption at any time, in
whole (or in part as hereinafter provided), at 100% of the principal amount
thereof, plus accrued interest, if any, to the redemption date, in the event
that it is finally determined by the Internal Revenue Service or by a court of
competent jurisdiction that, as a result of the failure by the Company to
observe any covenant, agreement or representation in that certain Loan Agreement
dated as of June 1, 1995 between the Company and the City of Chicago, Illinois,
the interest payable on the Chicago Refunding Revenue Bonds is includable for
federal income tax purposes in the gross income of any owner thereof, other than
an owner who is a "substantial user" of the Project or a "related person", as
provided in Section 147(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the applicable regulations thereunder. Any such determination will
not be considered final for this purpose unless the Company has been given
written notice and, if it so desires, has been afforded the opportunity to
contest the same, either directly or in the name of any owner of a Chicago
Refunding Revenue Bond, and until the conclusion of any appellate review, if
sought. The Series FF Bonds shall be redeemed in whole after such determination
unless redemption of a portion of the Chicago Refunding Revenue Bonds
outstanding would have the result that interest payable on the Chicago Refunding
Revenue Bonds remaining outstanding after such redemption would not be
includable for federal income tax purposes in the gross income of any owner of
the Chicago Refunding Revenue Bonds (other than an owner who is a "substantial
user" of the Project or a "related person" within the meaning of Section 147(a)
of the Code), and in such event the Series FF Bonds shall be redeemed in such
amount as to accomplish that result.
Notice of any redemption of the Series FF Bonds shall be given by mailing
by first-class mail, postage prepaid, at least thirty (30) days and not more
than sixty (60) days prior to the redemption date, to the holders of all such
bonds to be redeemed at their last addresses that shall appear upon the registry
book, all as more fully provided in the Mortgage. Notice of redemption having
been duly given, the bonds called for redemption shall become due and payable
upon the redemption date and, if the redemption price shall have been deposited
with the Trustee, interest thereon shall cease to accrue on and after the
redemption date, and whenever the redemption price thereof shall have been
deposited with the Trustee and notice of redemption shall have been duly given
or provision therefor made, such bonds shall no longer be entitled to any lien
or benefit of the Mortgage. Whenever payment or provision therefor has been
made in respect of the principal of or interest on all or any portion of the
Chicago Refunding Revenue Bonds in accordance with the Refunding Revenue Bond
Indenture (whether at maturity or upon redemption or acceleration), the Series
FF Bonds shall be deemed paid to the extent such payment or provision therefor
has been made and is considered to be a payment of principal of or interest on
the Chicago Refunding Revenue Bonds. If the Chicago Refunding Revenue Bonds are
thereby deemed paid in full, the Series FF Bonds shall be cancelled and returned
to the Company.
In case of certain events of default specified in the Mortgage, the
principal of all bonds issued and outstanding thereunder may be declared or may
become due and payable in the manner and with the effect provided in the
Mortgage.
6
<PAGE>
No recourse shall be had for the payment of the principal of or interest on
this Bond, or for any claim based hereon, or otherwise in respect hereof or of
the Mortgage, to or against any incorporator, stockholder, director or officer,
past, present or future, of the Company, either directly or through the Company,
under any constitution or statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability of incorporators,
stockholders, directors and officers being released by the holder hereof by the
acceptance of this Bond, and being likewise waived and released by the terms of
the Mortgage.
This Bond is transferable by the registered holder hereof in person or by a
duly authorized attorney at the office or agency of the Company in the City of
Chicago, State of Illinois, upon surrender and cancellation of this Bond, and
thereupon a new registered bond or bonds, without coupons, of the same series
and for the same aggregate principal amount will be issued to the transferee in
exchange herefor. In the manner provided in the Mortgage, registered Bonds
without coupons of this series may, at the option of the registered owner and
upon surrender at said office or agency of the Company, be exchanged for
registered Bonds without coupons of this series of the same aggregate principal
amount of other authorized denominations. Notwithstanding the foregoing, this
Bond may not be sold, transferred, pledged or hypothecated except as required to
effect assignment to the Revenue Bond Trustee and to any successor trustee.
The Company and the Trustee and any paying agent may deem and treat the
person in whose name this Bond is registered as the absolute owner hereof for
the purpose of receiving payment and for all other purposes and neither the
Company nor the Trustee nor any paying agent shall be affected by any notice to
the contrary.
This Bond shall not be entitled to any security or benefit under the
Mortgage, and shall not become valid or obligatory for any purpose, until this
Bond shall have been authenticated by the execution of the certificate, hereon
endorsed, by the Trustee or its successor in trust under the Mortgage.
IN WITNESS WHEREOF, the Company has caused this Bond to be executed in its
name by its President, an Executive Vice President or a Vice President manually
or in facsimile, and has caused its corporate seal manually or in facsimile to
be hereto affixed, attested by the manual or facsimile signature of its
Secretary or of an Assistant Secretary.
Dated: . . . . . . . . . . . . .
THE PEOPLES GAS LIGHT AND COKE COMPANY
By . . . . . . . . . . . . . . . .
. . . . .President
7
<PAGE>
Attest:
. . . . . . . . . . . . . . . .
. . . . .Secretary
(Form of Trustee's Certificate)
This bond is one of the bonds of the series designated, referred to and
described in the within-mentioned Mortgage.
BANK OF AMERICA ILLINOIS
By . . . . . . . . . . . . . . .
Authorized Officer.
-----------------------
ASSIGNMENT
THIS BOND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS
REQUIRED TO EFFECT ASSIGNMENT TO THE REVENUE BOND TRUSTEE AND TO ANY SUCCESSOR
TRUSTEE
For value received, the undersigned hereby sell(s) and transfer(s) unto:
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE: _____________________
______________________________________________________
______________________________________________________
(Please print or typewrite name and address, including zip code of assignee)
the within Bond and all rights thereunder, hereby irrevocably constituting and
appointing _____________ Attorney to transfer said Note on the books of the
Trustee with full power of substitution in the premises.
Dated: __________________ _______________________
8
<PAGE>
Notice: The signature to this Assignment must
correspond with the name as written upon the face
of the within instrument in every particular,
without alteration or enlargement, or any changes
whatever.
and
WHEREAS, all acts and things necessary to make the bonds of Series FF, when
authenticated by the Trustee and issued as in the Mortgage and in this
Supplemental Indenture provided, the valid, binding and legal obligations of the
Company, entitled in all respects to the security of the Mortgage, have been
done and performed and the creation, execution and delivery of this Supplemental
Indenture have in all respects been duly authorized by a resolution adopted by
the Board of Directors of the Company; and
WHEREAS, the Company has requested the Trustee, pursuant to the provisions
of Article XVI of the Mortgage, to enter into this Supplemental Indenture for
the purpose of supplementing and amending the Mortgage as herein provided;
NOW, THEREFORE, in consideration of the premises and of the sum of One
Dollar ($1.00) duly paid by the Trustee to the Company and for other good and
valuable considerations, the receipt whereof is hereby acknowledged, the parties
hereto agree as follows:
DESCRIPTION OF CERTAIN PROPERTY SUBJECT TO THE LIEN OF
THE MORTGAGE
The Company hereby mortgages and conveys unto the Trustee, its successor or
successors in trust, the property described in Schedule A hereto attached and
expressly made a part hereof.
TO HAVE AND TO HOLD all of said property hereby conveyed and mortgaged or
intended to be conveyed and mortgaged, together with the rents, issues and
profits thereof, unto Trustee, and its successor or successors in trust and
their assigns in trust, under the and subject to all of the terms, conditions
and provisions of the Mortgage (as the Mortgage is defined herein) and of this
Supplemental Indenture as fully and in all respects as if said property had
originally been described in said Mortgage.
Subject, however, to the reservations, exceptions, limitations and
restrictions contained in the several deeds, leases, servitudes, contracts or
other instruments through which the Company acquired and/or claimed title to
and/or enjoys the use of the mortgaged property, and subject also to any
mortgages or easements existing or placed on any of said property at the time of
its acquisition, liens for taxes and assessments not due or, if due, in the
course of contests, judgments in the course of appeal or otherwise in contest
and secured by sufficient
9
<PAGE>
bond, liens arising out of proceedings in court in the course of contests and
undetermined liens or charges (if any) incidental to construction, and subject
also to such servitude, easements, rights and privileges in, over, on or through
said property as may have been granted by the Company to other persons prior to
the date of this Supplemental Indenture.
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of the holders of all bonds and interest coupons now or hereafter
issued under the Mortgage and for the enforcement of and payment of said bonds
and coupons when payable and the performance of and compliance with the
covenants and conditions of the Mortgage without any preference, distinction or
priority as to lien or otherwise of any bond or bonds over others by reason of
difference in time of the actual issue, sale or negotiation thereof; but so that
each and every bond now or hereafter issued under the Mortgage shall have the
same lien so that the interest and principal of any and all of such bonds shall,
subject to the terms of the Mortgage, be equally and proportionately secured
thereby, as if they had been made, executed, delivered, sold and negotiated
simultaneously with the execution thereof.
UPON CONDITION that, until the happening of an event of default as provided
in the Mortgage, the Company shall be suffered and permitted to possess, use
and enjoy the property, rights, privileges and franchises conveyed herein and to
receive and use the rents, issues, income, revenues, earnings and profits
thereof.
IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the Company and
the Trustee, and its successor or successors in trust, as follows:
ARTICLE I
FIRST AND REFUNDING MORTGAGE 6.10% BONDS,
SERIES FF
SECTION 1. A new series of bonds of the Company shall be issued under and
secured by the Mortgage as supplemented, which shall be designated as the
Company's "First and Refunding Mortgage 6.10% Bonds, Series FF". The aggregate
principal amount of bonds of Series FF which may be executed by the Company and
authenticated by the Trustee shall be limited to $50,000,000 (exclusive of bonds
authenticated and delivered upon interdenominational or other exchanges and
transfers pursuant to Section 3 of Article I hereof and Sections 2, 5, 11 and 12
of Article I of the Original Mortgage and delivered pursuant to Section 3 of
Article VI of the Original Mortgage as the same may relate to fully registered
bonds). Bonds of Series FF all shall be registered bonds without coupons, and
shall be due and payable June 1, 2025. All bonds of Series FF shall bear
interest from the date thereof, payable half-yearly at or before 9:00 o'clock
a.m. Chicago time on the first day of June and the first day of December in each
year, commencing December 1, 1995, until the principal thereof shall have become
due and payable, at the rate of 6.10% per annum, and on any overdue principal
and (to the extent that payment of such interest is enforceable under the
applicable law) on any overdue installment of interest at the same rate per
annum, and shall be payable
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both as to principal and interest, and as to premium, if any, in coin or
currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts, at the office or agency of
the Company in the City of Chicago, Illinois. The Company shall act as paying
agent with respect to the bonds of Series FF; provided, however, that the
Company may, from time to time, designate a successor paying agent or agents
with respect thereto if authorized by resolution adopted by the Board of
Directors of the Company and upon the delivery of written notice of such
designation to the Trustee and the Revenue Bond Trustee.
So long as there is no existing default in the payment of interest on the
bonds of Series FF, the interest payable on any interest payment day shall be to
the person in whose name any bond of Series FF is registered at the close of
business on any record date with respect to any interest payment day, and such
person shall be entitled to receive the interest payable on such interest
payment day notwithstanding any transfer or exchange of such bond of Series FF
subsequent to the record date and on or prior to such interest payment day,
except as and to the extent the Company shall default in the payment of the
interest due on such interest payment day, in which case such defaulted interest
shall be paid to the person in whose name such bond of Series FF is registered
at the close of business on a subsequent record date, which shall not be less
than five (5) days prior to the date of payment of such defaulted interest
established by notice given by mail by or on behalf of the Company to the person
in whose name such bond of Series FF is then registered and to the Trustee not
less than ten (10) days preceding such subsequent record date.
The term "record date" as used herein with respect to any interest payment
day (June 1 or December 1, as the case may be) shall mean the fifteenth day of
the calendar month next preceding such interest payment day.
As used in this Section I, the term "default in the payment of interest"
means failure to pay interest on the applicable interest payment day
disregarding any period of grace permitted by Article X of the Mortgage.
SECTION 2. Bonds of Series FF may be issued only as registered bonds
without coupons (hereinafter sometimes referred to as "registered bonds"), and
they shall be substantially in the form hereinbefore recited. They shall be
issuable in denominations which shall be multiples of $5,000 and the execution
by the Company of any bond of Series FF shall evidence conclusively the due
authorization of the denomination of such bond. Each registered bond of Series
FF shall be dated as of the date of the interest payment day on which interest
was paid on other bonds of said Series next preceding the date of issue of such
registered bond, except that (i) so long as there is no existing default in the
payment of interest upon the bonds of Series FF, any bond of Series FF issued
after the close of business on any record date, as hereinbefore defined, with
respect to any interest payment day (June 1 or December 1, as the case may be)
and prior to such interest payment day, shall be dated as of such interest
payment day, and (ii) any bond of Series F issued on an interest payment day on
which interest on other bonds of Series FF was paid shall be dated as of the
date of issue and (iii) any bond of Series FF issued before December 1, 1995
shall be dated June 1, 1995, the date of
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commencement of the first interest period for the bonds of Series FF, unless (i)
above is applicable.
The registered owner of any bond of Series FF dated as of an interest
payment day as provided in (i) above shall, if the Company shall default in the
payment of interest due on such interest payment day and such default shall be
continuing, be entitled to exchange such bond for a bond or bonds of Series FF
of the same aggregate principal amount dated as of the interest payment day next
preceding the interest payment day first mentioned in this sentence, or, if the
Company shall default in the payment of interest on the first interest payment
day for bonds of Series FF, such owner shall be entitled to exchange such bond
for a bond or bonds of Series FF of the same aggregate principal amount dated as
of June 1, 1995. If the Trustee shall have knowledge at any time that any
registered owner of a bond of Series FF shall be entitled by the provision of
the next preceding sentence to exchange such bond, the Trustee shall within
thirty (30) days mail to such owner at the address of such owner appearing upon
the registry book, a notice informing such owner that such owner has such right
of exchange.
SECTION 3. In the manner prescribed in the Mortgage, the holder of a
registered bond or bonds of Series FF may, at the office or agency of the
Company in the City of Chicago, State of Illinois, surrender such bond or bonds
in exchange for a like aggregate principal amount of one or more registered
bonds of Series FF of any authorized denomination or denominations.
No charge will be made by the Company to the registered owner of a bond of
Series FF for the transfer thereof or for the exchange thereof for bonds of
Series FF of other authorized denominations, except, in the case of transfer, a
charge sufficient to reimburse the Company for any stamp or other tax or
governmental charge required to be paid by the Company or the Trustee.
SECTION 4. All bonds of Series FF shall be executed on behalf of the
Company by the manual or facsimile signature of its President or an Executive
Vice President or a Vice President and shall have affixed thereon the manual or
facsimile seal of the Company attested by the manual or facsimile signature of
its Secretary or one of its Assistant Secretaries and be authenticated by the
execution by the Trustee of the certificate endorsed on said bonds, and said
bonds shall be issued from time to time, as the Board of Directors of the
Company may determine, but in accordance with the terms, provisions, conditions
and restrictions set forth in the Mortgage and in this Supplemental Indenture.
The definitive bonds of Series FF may be issued in typewritten or printed form
or otherwise as provided in the Mortgage.
SECTION 5. (a) The bonds of Series FF are subject to optional redemption
by the Company, in whole but not in part, at any time, at a redemption price of
100% of the principal amount thereof plus accrued interest, if any, to the
redemption date, if any of the following shall have occurred and if within one
hundred and eighty (180) days following said occurrence the Company files
written notice with the City and the Revenue Bond Trustee and directs that the
Chicago Refunding Revenue Bonds are to be redeemed:
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(i) if, in the Company's reasonable judgment, unreasonable burdens or
excessive liabilities shall, have been imposed upon the City or the Company
with respect to the Project or the operation thereof, including, without
limitation, federal, state or other ad valorem property, income or other
taxes, other than ad valorem taxes presently levied upon privately owned
property used for the same general purposes as the Project; or
(ii) if changes in the economic availability of raw materials,
operating supplies, fuel or other energy sources or supplies, or facilities
necessary for the operation of the Project or such technological or other
changes shall have occurred which, in the Company's reasonable judgment,
render the Project uneconomic for such purposes; or
(iii) any court or administrative body shall enter an order or decree
preventing operations at the Project for six consecutive months; or
(iv) any court or administrative agency shall issue an order, decree
or regulation the compliance with which would, in the opinion of the
Company, render the continuation of the Project's operations economically
unfeasible.
(b) The bonds of Series FF are subject to optional redemption prior to
maturity by the Company, in whole or in part, on any date on or after June 1
2005, and at the redemption prices (expressed as percentages of principal
amount) set forth below, plus accrued interest, if any, to the redemption date:
REDEMPTION DATES REDEMPTION PRICES
---------------- -----------------
June 1, 2005 through
May 31, 2006 102%
June 1, 2006 through
May 31, 2007 101%
June 1, 2007 and 100%
thereafter
(c) All of the outstanding bonds of Series FF may be redeemed at any time
by the Company, by the payment of the principal amount thereof and accrued
interest thereon to the date of redemption, without the payment of any premium,
in the event of the acquisition by any federal, state or municipal authority of
any substantial portion (which shall be not less than one-third as determined by
book values) of the income-producing properties of the Company which are subject
to the lien of the Mortgage.
(d) The bonds of Series FF are subject to mandatory redemption at any time,
in whole (or in part, as hereinafter provided), at 100% of the principal amount
thereof, plus accrued
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interest, if any, to the redemption date, in the event that it is finally
determined by the Internal Revenue Service or by a court of competent
jurisdiction that, as a result of the failure by the Company to observe any
covenant, agreement or representation in the Agreement, the interest payable on
the Chicago Refunding Revenue Bonds is includable for federal income tax
purposes in the gross income of any owner thereof, other than an owner who is a
"substantial user" of the Project or a "related person", as provided in Section
147(a) of the Code, and the applicable regulations thereunder. For purposes of
this paragraph (d), the "owner" of a Chicago Refunding Revenue Bond includes the
"Beneficial Owner", as defined in the Refunding Revenue Bond Indenture. Any
such determination will not be considered final for this purpose unless the
Company has been given written notice and, if it so desires, has been afforded
the opportunity to contest the same, either directly or in the name of any owner
of a Chicago Refunding Revenue Bond, and until the conclusion of any appellate
review, if sought. The bonds of Series FF shall be redeemed in whole after such
determination unless redemption of a portion of the Chicago Refunding Revenue
Bonds outstanding would have the result that interest payable on the Chicago
Refunding Revenue Bonds remaining outstanding after such redemption would not be
includable for federal income tax purposes in the gross income of any owner of
the Chicago Refunding Revenue Bonds (other than an owner who is a "substantial
user" of the Project or a "related person" within the meaning of Section 147(a)
of the Code) and in such event the bonds of Series FF shall be redeemed (in the
principal amount of $5,000 or any integral multiple thereof) in such amount as
to accomplish that result. Any redemption pursuant to this subparagraph (d)
shall be on any date within one hundred and eighty (180) days from the time of
such final determination.
(e) All of the outstanding bonds of Series FF shall be redeemed by the
Company not more than sixty (60) days after the Trustee receives written notice
from the Revenue Bond Trustee stating that the principal on the Chicago
Refunding Revenue Bonds has been declared to be immediately due and payable as a
result of an event of default under the Refunding Revenue Bond Indenture. The
redemption price for any such redemption shall be 100% of the principal amount
of the bonds of Series FF to be redeemed, plus interest thereon accrued to the
date fixed for redemption.
SECTION 6. If bonds of Series FF are to be redeemed as provided in
Section 5 of this Article I, notice of redemption shall be mailed by or on
behalf of the Company, postage prepaid, at least thirty (30) days and not more
than sixty (60) days prior to such date of redemption, to the registered owners
of all bonds of Series FF to be so redeemed, at their respective addresses
appearing upon the registry book. Any notice which is mailed as herein provided
shall be conclusively presumed to have been properly and sufficiently given on
the date of such mailing, whether or not the holder receives the notice. In any
case, failure to give due notice by mail, or any defect in the notice, to the
registered owners of any bonds of Series FF designated for redemption as a whole
or in part, shall not affect the validity of the proceedings for the redemption
of any other bond of Series FF. In case of any redemption of bonds of Series FF
by the Trustee pursuant to the provisions of the Mortgage or any indenture
supplemental thereto, notice of redemption shall be given in a similar manner by
the Trustee. Whenever payment or provision therefor has been made in respect of
the principal of or interest on all or any portion of the Chicago Refunding
Revenue Bonds in accordance with the
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Refunding Revenue Bond Indenture (whether at maturity or upon redemption or
acceleration), the bonds of Series FF shall be deemed paid to the extent such
payment or provision therefor has been made and is considered to be a payment of
principal of or interest on the Chicago Refunding Revenue Bonds. If the Chicago
Refunding Revenue Bonds are thereby deemed paid in full, the bonds of Series FF
shall be cancelled and returned to the Company.
Except as provided above, the provisions of Article VI of the Mortgage
shall in all respects apply to any such redemption.
SECTION 7. Bonds of Series FF shall bear the following legend: "This Bond
may not be sold, transferred, pledged or hypothecated except as required to
effect assignment to the Revenue Bond Trustee and to any successor trustee."
SECTION 8. In any case where the date of maturity of interest on or
principal of the bonds of Series FF or the date fixed for redemption of any
bonds of Series FF shall be in the location of the principal office of the
Revenue Bond Trustee, a Saturday, Sunday or a legal holiday or a day on which
banking institutions are authorized by law to close in the State of Illinois,
then payment of interest or principal (and premium, if any) need not be made on
such date but may be made on the next succeeding Business Day with the same
force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.
SECTION 9. In this Supplemental Indenture, the following terms shall have
the meanings specified in this Section 9, unless the context otherwise requires:
"Agreement" or "Loan Agreement" means that certain Loan Agreement
executed by and between the City and the Company dated as of June 1, 1995,
as from time to time amended and supplemented.
"Business Day" means any day which is not a Saturday, a Sunday, a
legal holiday or a day on which banking institutions located in Chicago,
Illinois, in New York, New York, or in the city where the principal
corporate trust office of the Revenue Bond Trustee is located are required
or authorized to remain closed.
"Chicago Refunding Revenue Bonds" means the Gas Supply Refunding
Revenue Bonds, 1995 Series A (The Peoples Gas Light and Coke Company
Project), issued by the City in the aggregate principal amount of
$50,000,000.
"City" means the City of Chicago, Illinois.
"Code" means the Internal Revenue Code of 1986, as amended, and all
regulations promulgated thereunder.
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"Project" means the land, structures, machinery, equipment, systems or
processes, or any portion thereof, which are described in Exhibit A to that
certain Loan Agreement executed by and between the City and the Company
dated as of March 1, 1985 relating to the City of Chicago, Illinois, Fixed-
Rate Gas Supply Revenue Bonds, 1985 Series D (The Peoples Gas Light and
Coke Company Project).
"Refunding Revenue Bond Indenture" means that certain Indenture of
Trust executed by and between the City and the Revenue Bond Trustee, dated
as of June 1, 1995, and any amendments or supplements thereto, pursuant to
which the Chicago Refunding Revenue Bonds may be issued.
"Revenue Bond Trustee" means The First National Bank of Chicago, and
any successor trustee appointed pursuant to Sections 1105 or 1108 of the
Refunding Revenue Bond Indenture at the time serving as successor trustee
thereunder and shall include any co-trustee serving as such thereunder.
SECTION 10. The Company reserves the right, without any consent or other
action by holders of the bonds of Series FF or any subsequent series of bonds,
to amend the Mortgage by inserting the following language as Section 4 of
Article XVI immediately following current Section 3 of Article XVI of the
Mortgage:
SECTION 4. Anything in Section 1 of this Article to the contrary
notwithstanding, with the consent of the holders of not less than sixty per
centum (60%) in aggregate principal amount of the bonds at the time
outstanding or their attorneys-in-fact duly authorized, or, if the rights
of the holders of one or more, but not all, series then outstanding are
affected, the consent of the holders of not less than sixty per centum
(60%) in aggregate principal amount of the bonds at the time outstanding of
all affected series, taken together, and not any other series, the Company,
when authorized by resolution of its Board of Directors, and the Trustee,
from time to time and at any time, subject to the restrictions in this
Mortgage contained, may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or modifying the rights and obligations of the
Company and the rights of the holders of any of the bonds and coupons;
provided, however, that no such supplemental indenture shall (1) extend the
maturity of any of the bonds or reduce the rate or extend the time of
payment of interest thereon, or reduce the amount of the principal thereof,
or reduce any premium payable on the redemption thereof or change the coin
or currency in which any bond or interest thereon is payable, without the
consent of the holder of each bond so affected, or (2) permit the creation
of any lien, not otherwise permitted, prior to or on a parity with the lien
of the Mortgage, without the consent of the holders of all the bonds then
outstanding, or (3)
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reduce the aforesaid percentage of the aggregate principal amount of bonds
the holders of which are required to approve any such supplemental
indenture, without the consent of the holders of all the bonds then
outstanding. For the purposes of this Section 4, bonds shall be deemed to
be affected by a supplemental indenture if such supplemental indenture
adversely affects or diminishes the rights of holders thereof against the
Company or against its property.
Upon the written request of the Company, accompanied by resolution of
its Board of Directors authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent
of bondholders as aforesaid (the instrument or instruments evidencing such
consent to be dated within one year of such request), the Trustee shall
join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties
or immunities under this Mortgage or otherwise, in which case the Trustee
may in its discretion but shall not be obligated to enter into such
supplemental indenture. The Trustee shall be entitled to receive and,
subject to Section 7 of Article XV hereof, may rely upon, an opinion of
counsel as conclusive evidence that any such supplemental indenture is
authorized or permitted by the provisions of this Section 4.
It shall not be necessary for the consent of the bondholders under
this Section 4 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.
The Company and the Trustee, if they so elect, and either before or
after such 60% or greater consent has been obtained, may require the holder
of any bond consenting to the execution of any such supplemental indenture
to submit his bond to the Trustee or to such bank, banker or trust company
as may be designated by the Trustee for the purpose, for the notation
thereon of the fact that the holder of such bond has consented to the
execution of such supplemental indenture, and in such case such notation,
in form satisfactory to the Trustee, shall be made upon all bonds so
submitted, and such bonds bearing such notation shall forthwith be returned
to the persons entitled thereto. All subsequent holders of bonds bearing
such notation shall be deemed to have consented to the execution of such
supplemental indenture, and consent, once given or deemed to be given, may
not be withdrawn.
Prior to the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 4, the
Company shall publish a notice, setting forth in general terms the
substance of such supplemental indenture, at least once in one daily
newspaper of general circulation in each city in which the principal of any
of the bonds shall be
17
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payable, or, if all bonds outstanding of any series shall be registered
bonds without coupons or coupon bonds registered as to principal, such
notice with respect to such series shall be mailed first class, postage
prepaid, and registered if the Company so elects, to each registered holder
of bonds of such series at the last address of such holder appearing on the
registry books, such publication or mailing, as the case may be, to be made
not less than thirty (30) days prior to such execution. Any failure of the
Company to give such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.
ARTICLE II
COVENANTS OF THE COMPANY
SECTION 1. The Company covenants and agrees, so long as any of the bonds
of Series FF are outstanding or until provision shall have been made for the
redemption or payment thereof by the deposit with the Trustee of money necessary
to effect such redemption or payment, as follows:
(a) The Company, during or at the close of the calendar year 1995, and
during or at the close of each calendar year thereafter, shall charge
against the income for such calendar year and place to the credit of a
"depreciation reserve account" to be kept on its books, the greater of the
following two amounts: (i) the amount of $1,550,000, or (ii) an amount
equal to 2 1/2% of the sum of
(i) the aggregate principal amount of all bonds which, at the
time such credit is placed to said "depreciation reserve account",
shall be outstanding and shall have been outstanding under the
Mortgage as supplemented for a period of not less than six (6) months,
or which at such time shall have been outstanding under the Mortgage
supplemented for less than six (6) months, if such bonds shall have
been issued, or the proceeds thereof shall have been used, directly or
indirectly, for or on account of the pledge, acquisition, exchange,
cancellation, payment, refundment, redemption or discharge at, before
or after maturity of the bonds of any series theretofore issued under
the Mortgage or of any "underlying bonds" or "specified obligations"
as defined in Section 4 of Article III of the Mortgage; and
(ii) the aggregate principal of all indebtedness of the Company
secured by a mortgage lien upon the properties or assets of the
Company, which is a lien superior to the lien of the Mortgage, except
(A) any such mortgage indebtedness the evidences of which shall then
be pledged with the Trustee under the provisions of the Mortgage or
pledged with the Trustee under any mortgage constituting a lien
superior to the lien of the Mortgage on any part of the properties or
assets of the Company, and (B) any such mortgage indebtedness for
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the payment or redemption of which the necessary moneys shall have
been deposited with the Trustee under the Mortgage securing the same;
provided, however, that (1) the amount required by this subparagraph (a) to
be placed to the credit of such "depreciation reserve account" in or for
any calendar year shall be deemed to include and not to be in addition to
amounts which, by the provisions of the Mortgage, the Company is required
to add to any depreciation reserve account for such year, (2) nothing in
this subparagraph (a) shall prevent the Company from crediting to such
"depreciation reserve account", during or at the close of any calendar
year, an amount greater than the amount required by this subparagraph (a)
for such year, and (3) the Company may, from time to time, during each such
calendar year, charge against such "depreciation reserve account" the cost
of depreciable property retired by it during such year, including the cost,
if any, of dismantling such retired property, less any salvage credits
applicable thereto.
(b) The Company after it shall have issued bonds of Series FF in the
aggregate principal amount of $50,000,000, shall not request the Trustee
(i) to authenticate bonds of any series under the Mortgage
(A) pursuant to Section 2 of Article III of the Mortgage
for or on account of the acquisition and cancellation, or of the
payment, cancellation, redemption or other discharge at, before
or after maturity, affected prior to January 1, 1951, of any
bonds of any series theretofore issued under the Mortgage, or
(B) pursuant to Section 4 of Article III of the Mortgage,
for or on account of the pledge, acquisition, exchange,
cancellation, payment, refundment, redemption or discharge
effected prior to January 1, 1951, of "underlying bonds" or
"specified obligations" mentioned in said Section 4, or
(C) pursuant to Section 5 of Article III of the Mortgage,
for or in respect of expenditures made prior to January 1, 1951,
for or on account of "permanent property", or
(ii) to pay to the Company any cash pursuant to Section 6 of said
Article III for or on account of any transactions mentioned in clause
(A) or clause (B) of subdivision (i) of this subparagraph (b) or for
or in respect of any expenditures mentioned in clause (C) of
subdivision (i) of this subparagraph (b).
Neither shall the Company request the Trustee to authenticate bonds of any
series under the provisions of Section 4 of Article III of the Mortgage or
to pay the Company any moneys under Section 6 of said Article III or under
Article IX of the Mortgage for or on account of the payment, discharge and
cancellation effected on or
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after January 1, 1944, at, before or after maturity of any of the Refunding
Mortgage Five Per Cent Gold Bonds of the Company, dated September 1, 1897,
due September 1, 1947.
(c) The Company shall not request the Trustee to authenticate bonds of
any series under the Mortgage or to pay to the Company any cash deposited
with or received by the Trustee under the Mortgage (except cash deposited
with or received by the Trustee as and for a sinking fund for any series of
bonds which have been or may hereafter be issued under the Mortgage),
unless the Company as a part of such request, and in addition to all other
documents required by the Mortgage to be delivered to the Trustee in
connection with such request, shall deliver to the Trustee a certificate or
certificates, signed by the President or an Executive Vice President or a
Vice President and by the Treasurer or an Assistant Treasurer of the
Company
(i) showing, in case such request is for the authentication of
bonds pursuant to Section 5 of Article III of the Mortgage or for the
payment of cash pursuant to Section 6 of said Article III for or in
respect of expenditures made by the Company on or after January 1,
1951, for or on account of "permanent property":
(A) the total amount of expenditures (reduced to the extent
required, if any, by the provisions of clause (G) of this
subdivision (i)) made on or after January 1, 1951, for or on
account of "permanent property";
(B) the original cost of all properties, subject to the lien
of the Mortgage at any time on or after January 1, 1951, replaced
or retired on or after January 1, 1951, less, if any such
property shall have been released from the lien of the Mortgage
pursuant to any applicable provision of the Mortgage and to
obtain such release cash shall have been deposited with the
Trustee, the amount of such cash;
(C) an amount equal to the sum of (1) 133-1/3% of the
aggregate principal amount of bonds which have been authenticated
after January 1, 1951, pursuant to Section 5 of Article III of
the Mortgage for or on account of such expenditures made on or
after January 1, 1951, plus (2) 133-1/3% of the aggregate amount
of deposited cash withdrawn after January 1, 1951, pursuant to
the provisions of Section 6 of Article III of the Mortgage for or
in respect of such expenditures made on or after January 1, 1951,
plus (3) 133-1/3% of the aggregate amount of excess of the nature
described in subdivision (2) of Section 4 of Article III of the
Mortgage eliminated or compensated, as in said subdivision (2)
provided, for or in respect of expenditures of the Company for or
on account of "permanent property" during said period commencing
January 1, 1951;
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(D) an amount equal to 100% of the aggregate amount of
moneys withdrawn by the Company pursuant to the provisions of
Article IX of the Mortgage on or after January 1, 1951, for or in
respect of expenditures made for or on account of "permanent
property";
(E) an amount equal to the excess, if any, of the amount
shown pursuant to clause (A) above over the sum of the amounts
shown pursuant to clauses (B), (C) and (D) above;
(F) that, for a period of twelve (12) consecutive calendar
months (to be selected by the Company) ending within ninety (90)
days next preceding such request, the "net earnings of the
Company" shall have been at least twice the amount of the annual
interest requirement of all "mortgage and prior lien debt of the
Company";
(G) that the amount of the expenditure, if any, included in
the expenditures set forth in clause (A) above in respect of any
particular "permanent property", which at the time of its
acquisition was subject to the lien of any mortgage existing or
placed thereon at the time of its acquisition, does not exceed an
amount equal to the excess, if any, of the value (determined as
provided in the first paragraph of Section 8 of Article III of
the Mortgage) of such particular "permanent property" at the time
of acquisition of such property over 133-1/3% of the principal
amount of all indebtedness secured by all such mortgages existing
or placed on such particular property at the time of the
acquisition thereof, and that the amount of the expenditure, if
any, included in the expenditures set forth in clause (A) above
in respect of any particular "permanent property", which at the
time of its acquisition was not subject to any such lien, does
not exceed an amount equal to the value (determined as provided
in the first paragraph of Section 8 of Article III of the
Mortgage) of such particular "permanent property" at the time of
acquisition of such property;
(ii) showing, in case such request is for the authentication of
bonds pursuant to Section 4 of Article III of the Mortgage or for the
payment of cash pursuant to Section 6 of said Article III for or on
account of the pledge, acquisition, exchange, cancellation, payment,
refundment, redemption or discharge effected on or after January 1,
1951, at, before or after maturity of any "specified obligations"
mentioned in said Section 4, that at the time such "specified
obligations" became "specified obligations" or at some later date the
Company, pursuant to the provisions of Section 5 of Article III of the
Mortgage, as limited by the provisions of this Section I, shall have
obtained, or shall have had the right to obtain, the authentication
and delivery of bonds in any principal amount for or in respect of
expenditures made on or after January 1, 1951, for or on account of
"permanent property";
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(iii) showing, in case such request shall be for the payment of
moneys pursuant to Article IX of the Mortgage for or in respect of
expenditures made for or on account of "permanent property", that none
of such expenditures were made (1) prior to January 1, 1951, or (2)
for or on account of "permanent property" acquired more than six
months prior to the date when the Trustee received the moneys so to be
paid (or in case of moneys representing the proceeds of obligations,
referred to in said Article IX, the date when the Trustee received
such obligations); and
(iv) showing, in case such request is for the application of any
moneys pursuant to Article IX of the Mortgage to the payment,
redemption or purchase of any "specified obligations", that such
"specified obligations", if pledged under the Mortgage, would permit
the Company to obtain the authentication of bonds in a principal
amount equal to the principal amount of such "specified obligations"
pursuant to the provisions of Section 4 of Article III of the Mortgage
as limited by the provisions of this Section 1.
(d) In connection with any request for the authentication of bonds
pursuant to Section 5 of Article III of the Mortgage or the payment of cash
pursuant to Section 6 of said Article III of Mortgage, for or in respect of
expenditures made by the Company on or after January 1, 1951, the Company
shall not obtain the authentication of bonds of any series under the
Mortgage or the payment of any cash in excess of 75% of the amount shown in
the certificate delivered as a part of such request pursuant to clause (E)
of subdivision (i) of subparagraph (c) of this Section 1; and the Company
shall not obtain the authentication of any bonds or the payment of any cash
deposited with or received by the Trustee under the Mortgage otherwise than
in accordance with the provisions of the Mortgage as supplemented.
(e) Wherever used in this Supplemental Indenture
(i) "mortgage and prior lien debt of the Company", as of the
date of any request to the Trustee for the authentication of bonds or
the payment of cash, shall mean:
(A) all the bonds then outstanding under the Mortgage, less
the amount of any of such bonds which shall then be held by or be
delivered to the Trustee for cancellation under any of the
provisions of the Mortgage, and less the amount of any such bonds
for the payment or redemption of which the necessary moneys shall
have been deposited under the Mortgage with the Trustee to effect
such payment or redemption;
(B) the bonds then requested to be authenticated under the
Mortgage; and
22
<PAGE>
(C) all mortgage indebtedness secured by a lien superior to
the lien of the Mortgage on any part of the properties and assets
of the Company, except any such mortgage indebtedness the
evidences of which shall then be pledged with the Trustee under
the provisions of the Mortgage or pledged with the Trustee under
any mortgage constituting a lien superior to the lien of the
Mortgage on any part of the properties and assets of the Company,
and except any such mortgage indebtedness for the payment or
redemption of which the necessary moneys shall have been
deposited with the trustee under the mortgage securing the same
to effect such payment or redemption;
(ii) "net earnings of the Company" for any twelve (12) months'
period shall mean the amount remaining after deducting from the sum of
(A) the gross operating revenues of the Company for such
period derived from its property subject to the lien of the
Mortgage, including but not limited to revenues derived from
electrical energy, gas or steam purchased by the Company and
resold by it, and the net income derived by the Company from its
merchandising and jobbing operations; and
(B) other income of the Company for such period derived from
interest on bank balances and from current working capital
invested in unpledged obligations of the United States of America
or of any state or of any municipality or subdivision thereof,
and other currently earned income of the Company derived from the
ownership of securities, in the treasury of the Company and
unpledged, of operating electric, gas or steam companies
(including natural or mixed gas production, storage,
transportation or distribution companies) or from unpledged
advances to such companies any of the securities of which are so
owned,
the sum of the following:
(C) operating expenses of the Company for such period,
including maintenance and repairs, rentals, taxes (except taxes
based upon net income), insurance and the cost of electrical
energy, gas or steam purchased for resale, but excepting expenses
in connection with operations, the net income only of which is
included in clause (A) of subdivision (ii) of this subparagraph
(e), and excepting all reserves or charges for amortization of
debt discount and expense; and
(D) an amount, if such period shall end with the close of a
calendar year, equal to the amount which the Company is required
by subparagraph (a) of this Section 1 to place, during or at the
close of such calendar year, to the credit of the "depreciation
reserve account", mentioned in said subparagraph (a) (all
determined without deduction for any charge made to
23
<PAGE>
the "depreciation reserve account" permitted by clause (3) of the
proviso of subparagraph (a) of this Section 1), or, if such
period shall include parts of two (2) calendar years, then an
amount which shall be determined by (1) prorating, on a monthly
basis over the portion of the earlier year thus included, the
amount which the Company shall have been so required to credit to
the "depreciation reserve account" during or at the close of such
earlier year, and (2) prorating, on a monthly basis over the
portion of the later of said two (2) years thus included, the
amount which the Company would be required to credit to such
"depreciation reserve account" if such credit were placed to such
account at the close of such period;
provided, however, that the amount of other income of the Company, referred
to in clause (B) of subdivision (ii) of this subparagraph (e), shall
not exceed 10% of said net earnings; and income in the form of dividends
received by the Company upon stock of any class owned by it shall be
considered as currently earned under the provisions of said clause (B) to
the extent that during such period the earnings of the paying company shall
be sufficient for the payment of dividends upon all stock of such class
during such period; and income in the form of interest received by the
Company upon evidences of indebtedness of any class owned by it shall be
considered as currently earned under the provisions of said clause (B) to
the extent that during such period the earnings of the paying company shall
be available for the payment of the interest accruing during such period
upon all indebtedness of such class, after deducting from such earnings all
interest charges accruing during such period upon obligations secured by
prior liens; and, in case any property owned by the Company at the date of
the request to the Trustee for the authentication of bonds or payment or
withdrawal of cash shall not have been owned by it during any part of any
such period, or shall have been owned by it during a part only of such
period, then and in every such case the net earnings (or net losses) of
such property (ascertained in like manner as above provided) during said
period, or during such part thereof as shall have preceded the acquisition
of such property by the Company, shall be considered and treated as net
earnings (or net losses) of the Company for such period, and shall be
included in (or, if a net loss, deducted in determining) such net earnings
of the Company;
(iii) "permanent property" shall mean any and all plants,
equipment, additions, improvements, betterments, facilities, or other
property of any kind (and includes "extensions" and "purchased
property" as those terms are used in the Mortgage) acquired through
construction, purchase, consolidation, exchange or otherwise, as and
for a part of the permanent or fixed investment for the business of
the Company and used or useful in connection with the generation and
conversion of electrical energy or in the manufacture of gas or steam
or in the distribution or transmission of electrical energy or gas or
steam in the territory in which the Company is now operating its
present properties, or in territory contiguous thereto, or in
territory capable of economic interconnection therewith, but
"permanent property" shall not include cash,
24
<PAGE>
accounts or bills receivable, securities, supplies, fuel or other
assets ordinarily classed as quick assets, or leasehold estates;
(iv) "original cost" of property shall mean the original cost of
such property to the Company if ascertainable from its records or, if
such original cost is not ascertainable, the value of such property at
the time of its acquisition, such value to be determined by an
engineer or firm of engineers to be selected by the Company and to be
acceptable to the Trustee, and the Trustee under such circumstances
shall be furnished with a certificate of such value signed by such
engineer or firm of engineers.
(f) In connection with any request to the Trustee for the
authentication of bonds, pursuant to the provisions of Section 5 of Article
III of the Mortgage or the payment of cash pursuant to the provisions of
Section 6 of said Article III or the provisions of Article IX of the
Mortgage or the elimination or compensation of any excess of the nature
described in subdivision (2) of Section 4 of said Article III, for or on
account of expenditures for "permanent property", the Company shall furnish
to the Trustee, in addition to the certificates and other documents
required to be delivered by the provisions of the Mortgage and the
provisions of other subparagraphs of this Section 1, the following:
(i) An opinion of counsel (who may be counsel for the Company),
selected by the Company and satisfactory to the Trustee, stating that
the Company has acquired good title to the property for or on account
of the expenditures for which additional bonds are requested to be
authenticated and that such property is subject to the Mortgage as a
direct lien thereon, subject only to the lien of any mortgages or
easements existing or placed on any of such property at the time of
its acquisition, liens for taxes and assessments not due or, if due,
in the course of contest, judgments in the course of appeal or
otherwise in contest and secured by sufficient bond, liens arising out
of proceedings in court in the course of contest and undetermined
liens charges (if any) incidental to current construction; and
(ii) A certificate signed by the President or an Executive Vice
President or a Vice President and also by the Treasurer or an
Assistant Treasurer of the Company certifying that the property for or
on account of the expenditures for which bonds are requested to be
authenticated or cash is requested to be paid is "permanent property".
(g) The Company shall not hereafter issue any bonds under any
"underlying mortgage" as defined in Section 4 of Article III of the
Mortgage, or under any mortgage which could become such an "underlying
mortgage" upon compliance with clause (b) of the proviso of subdivision (2)
of said Section 4.
25
<PAGE>
(h) The Company shall not request the Trustee to authenticate any
bonds under the provisions of Section 2 or Section 3 or Section 4 of
Article III of the Mortgage and shall not apply for the payment of cash
under Section 6 of said Article or under Article IX of the Mortgage (i) for
or on account of bonds of Series J deposited by the Company with the
Trustee in lieu of cash under the provisions of the sinking fund provided
for in the supplemental indenture, dated as of May 1, 1961, or for or on
account of bonds of Series J redeemed through the operation of said sinking
fund, or (ii) for or on account of bonds of Series K redeemed through the
operation of the sinking fund provided for in the supplemental indenture
dated as of July 15, 1966, or (iii) for or on account of bonds of Series L
redeemed through the operation of the sinking fund provided for in the
supplemental indenture dated as of August 15, 1967, or (iv) for or on
account of bonds of Series M redeemed through the operation of the sinking
fund provided for in the supplemental indenture dated as of September 15,
1970, or (v) for or on account of bonds of Series N redeemed through the
operation of the sinking fund provided for in the supplemental indenture
dated as of April 1, 1972, or (vi) for or on account of bonds of Series 0
redeemed through the operation of the sinking fund provided for in the
supplemental indenture dated as of July 15, 1973, or (vii) for or on
account of bonds of Series T redeemed through the operation of the sinking
fund provided for in the supplemental indenture dated as of August 15,
1980, or (viii) on account of any cancelled or uncancelled underlying bonds
(or any uncancelled underlying bonds deposited as collateral under Section
4 of Article III of the Mortgage) which shall have been deposited under the
provisions of the supplemental indenture, dated as of August 1, 1941, in
lieu of cash.
(i) In the event of the acquisition at any time by any federal, state
or municipal authority of all or substantially all of the income-producing
properties of the Company which are subject to the lien of the Mortgage,
the Company shall be deemed to have elected to redeem and to have requested
the Trustee to redeem all the bonds of all series at the respective
applicable redemption price or prices (together with accrued interest to
the date of redemption), without the payment of any premium, on a date
determined by the Trustee in its discretion to be the earliest practicable
redemption date after receipt by the Trustee of all cash which the Trustee
is entitled to receive in respect of such acquisition by such federal,
state or municipal authority. If the cash so received by the Trustee and
all other cash then held by the Trustee as such, except funds held in trust
for the benefit of the holders of particular bonds and coupons, is not
sufficient to effect the redemption of all the bonds of all series as
aforesaid and to pay all amounts owing to the Trustee under the Mortgage as
supplemented (including fees and expenses to be incurred by the Trustee in
connection with such redemption), the Company covenants and agrees that,
within five (5) days after receipt by the Trustee of all cash which the
Trustee is entitled to receive as aforesaid in respect of such acquisition,
the Company will deposit with the Trustee for that purpose cash in an
amount sufficient to make up such deficiency.
Upon receipt by the Trustee of moneys sufficient for said purposes, notice
of such redemption shall be given by the Trustee for and on behalf and in
the name of the
26
<PAGE>
Company. To the extent that such cash received, held and deposited as
aforesaid shall be required for the purpose of redeeming bonds pursuant to
this subparagraph (i), the Company shall be deemed to have directed the
Trustee to apply the same for the purpose, and the balance, if any, after
payment of all said amounts owing to the Trustee, shall be paid to or upon
the order of the Company.
(j) The Company shall promptly classify as "property replaced or
retired", for the purposes of clause (B) of subdivision (i) of subparagraph
(c) of this Section 1 during any period, all property which has been
replaced or has permanently ceased to be used or useful in the business of
the Company, but the Company shall not, in making such classification, be
bound by determinations, rulings or orders made by regulatory authorities
for rate-making or other purposes.
(k) The Company shall not consolidate with or merge into any other
corporation or transfer or lease all or substantially all the mortgaged
property as an entirety to any other corporation, unless the corporation
resulting from such consolidation or the corporation into which the Company
shall have been merged or the corporation to which such transfer or lease
shall have been made shall, by an instrument executed and delivered to the
Trustee, assume the due and punctual payment of the principal of and
premium, if any, and interest on all the bonds of all series according to
their tenor at the time outstanding under the Mortgage and the due and
punctual performance and observance of all the covenants and conditions of
the Mortgage and all indentures supplemental thereto to be performed or
observed by the Company.
SECTION 2. The Company covenants and agrees that any and all property
hereafter acquired by the Company and any and all improvements, extensions,
betterments or additions to property of the Company which by the Original
Mortgage or any indenture supplemental thereto are to become subject to the
Mortgage, immediately upon the acquisition thereof by the Company or upon such
improvements, extension, betterments, or addition being made, as the case may
be, and without any further conveyance, mortgage, assignment or act on the part
of the Company or the Trustee, or either of them, shall become and be subject to
the lien of the Mortgage fully and completely as though owned by the Company at
the date of the execution of the Original Mortgage and at the date of the
Indenture dated the first day of March, 1928, mentioned in the second paragraph
of the recitals of this Supplemental Indenture and at the dates of the
supplemental indentures dated May 20, 1936, May 10, 1950, as of June 1, 1951, as
of August 15, 1967, as of September 15, 1970, as of June 1, 1984, as of June 1,
1984, as of October 1, 1984, as of March 1, 1985, as of March 1, 1985, as of
March 1, 1985, as of March 1, 1985, as of May 1, 1990, as of April 1, 1993, as
of December 1, 1993 and as of December 1, 1993, respectively, mentioned in the
fourth paragraph of the recitals of this Supplemental Indenture, and at the date
of this Supplemental Indenture, and specifically described in the granting
clauses of the Original Mortgage or said Indenture or said supplemental
indentures, but the provisions of this Section 2 shall not limit the generality
of the provisions of Sections 12 and 13 of Article IV of the Original Mortgage.
27
<PAGE>
SECTION 3. The Company covenants and agrees that in the furtherance of, but
without limiting the generality of, the provisions of Sections 12 and 13 of
Article IV of the Mortgage or of Section 2 of this Article II, the Company will
furnish to the Trustee on November 1, 1944, and thereafter within sixty (60)
days after and as often as the Company shall have acquired, subsequent to
September 3, 1944, any additional land or lands or interest or interests in
land, or any new plant or plants, not included in any certificate theretofore
furnished pursuant to this Section 3, the aggregate cost of which shall equal or
exceed $500,000, and at such other times as thirty-six (36) months shall have
elapsed since the date of furnishing the last preceding certificate to the
Trustee pursuant to this Section 3, the following:
(a) a certificate, signed by the President or an Executive Vice
President or a Vice President and by the Treasurer or an Assistant
Treasurer of the Company and dated as of a date not more than sixty (60)
days preceding the date as of which such certificate is required to be
filed pursuant to this Section 3, briefly describing any additional land or
interest in land and any new plant which the Company may have acquired
since the date of the most recent Certificate furnished to the Trustee
pursuant to this Section, or, in the case of the first such certificate,
since the date of the execution and delivery of the Indenture dated the
first day of March, 1928 mentioned in the second paragraph of the recitals
of this Supplemental Indenture, which is required by the provisions of the
Mortgage and this Supplemental Indenture to be subjected to the lien of the
Mortgage;
(b) the mortgages, deeds, covenants, assignments, transfers and
instruments of further assurance, if any, specified in the opinion of
counsel referred to in the following subparagraph (c); and
(c) an opinion of counsel, who may be counsel for the Company,
specifying the mortgages, deeds, covenants, assignments, transfers and
instruments of further assurance which will be sufficient to subject to the
direct lien of the Mortgage (so far as permitted by law) all the Company's
right, title and interest in and to the land and interest in land and any
plant described in said certificate, or stating that no such mortgage,
deed, conveyance, assignment, transfer or instrument of further assurance
is necessary for such purpose, and that, upon the recordation or filing or
registering, in the manner stated in such opinion, of the instruments so
specified, if any, and upon the recordation and filing and registering of
the Mortgage or any supplemental indenture in the manner stated in such
opinion, or without any such recordation or filing or registering if such
opinion shall so state, the Mortgage will (so far as permitted by law)
constitute a valid lien upon all the Company's right, title and interest in
and to such land, interest in land or plant as against all creditors and
subsequent purchasers, subject only to the lien of any mortgages or
easements existing or placed on such property at the time of its
acquisition by the Company, liens for taxes and assessments not due, or, if
due, in the course of appeal or otherwise in contest, liens arising out of
proceedings in court in the course of contest and undetermined liens and
charges (if any) incidental to current construction.
28
<PAGE>
For the purposes of this Section 3, any certificate heretofore or hereafter
delivered to the Trustee pursuant to Section 3 of Article III of Division B of
the supplemental indenture dated as of June 1, 1951, or pursuant to Section 3 of
Article II of the supplemental indenture dated as of July 1, 1954, or pursuant
to Section 3 of Article III of the supplemental indenture dated as of May 1,
1961, or pursuant to Section 3 of Article III of the supplemental indenture
dated as of July 15, 1966, or pursuant to Section 3 of Article III of the
supplemental indenture dated as of August 15, 1967, or pursuant to Section 3 of
Article III of the supplemental indenture dated as of September 15, 1970, or
pursuant to Section 3 of Article III of the supplemental indenture dated as of
April 1, 1972, or pursuant to Section 3 of Article III of the supplemental
indenture dated as of July 15, 1973, or pursuant to Section 3 of Article II of
the supplemental indenture dated as of October 1, 1973, or pursuant to Section 3
of Article II of the supplemental indenture dated as of October 1, 1974, or
pursuant to Section 3 of Article II of the supplemental indenture dated as of
December 1, 1974, or pursuant to Section 3 of Article II of the supplemental
indenture dated as of April 1, 1975, or pursuant to Section 3 of Article III of
the supplemental indenture dated as of August 15, 1980, or pursuant to Section 3
of Article II of the supplemental indenture dated as of June 1, 1984, or
pursuant to Section 3 of Article II of the supplemental indenture dated as of
June 1, 1984, or pursuant to Section 3 of Article II of the supplemental
indenture dated as of October 1, 1984, or pursuant to Section 3 of Article II of
the supplemental indenture dated as of March 1, 1985, or pursuant to Section 3
of Article II of the supplemental indenture dated as of March 1, 1985, or
pursuant to Section 3 of Article II of the supplemental indenture dated as of
March 1, 1985, or pursuant to Section 3 of Article II of the supplemental
indenture dated as of March 1, 1985, or pursuant to Section 3 of Article II of
the supplemental indenture dated as of May 1, 1990, or pursuant to Section 3 of
Article II of the supplemental indenture dated as of April 1, 1993, or pursuant
to Section 3 of Article II of the supplemental indenture dated as of December 1,
1993 or pursuant to Section 3 of Article II of the supplemental indenture dated
as of December 1, 1993, shall be deemed to have been delivered in compliance
with this Section 3.
SECTION 4. The Company covenants and agrees that, upon cancellation and
discharge of any "prior lien", the Company shall cause all cash or obligations
then held by the trustee or other holder of such prior lien, which were received
by such trustee or other holder by reason of the release of, or which represent
the proceeds of the taking by eminent domain or any disposition of, or the
proceeds of insurance on, any of the properties at any time subject to the lien
of the Mortgage (including all proceeds of or substitutions for any thereof), to
be paid to or deposited and pledged with the Trustee, subject to any lien or
charge prior to the lien of the Mortgage, such cash to be held and paid over or
applied by the Trustee, and such obligations to be held and disposed of, as
provided in Article IX of the Mortgage; provided, however, that in lieu of
taking or delivering to the Trustee all or any part of such cash or obligations,
the Company may deliver to the Trustee a certificate of the trustee or such
other holder of such prior lien, stating that a specified amount thereof has
been deposited with such trustee or other holder pursuant to the requirements of
such other prior lien, in which case there shall also be delivered to the
Trustee an opinion of counsel, who may be counsel for the Company, stating that
such deposit is required by such other prior lien. The term "prior lien" as
used in this Section 4 shall mean and include any "underlying mortgage" and
shall also mean and
29
<PAGE>
include any other lien (except liens for taxes and assessments not due, or, if
due, in the course of appeal or otherwise in contest, liens arising out of
proceedings in court in course of contest and undetermined liens and charges, if
any, incidental to current construction) prior to the lien of the Mortgage upon
property acquired by the Company after the execution and delivery of the
Indenture, dated the first day of March, 1928, referred to in the second
paragraph of the recitals of this Supplemental Indenture, existing on said
property or placed thereon to secure unpaid portions of the purchase price, at
the time of such acquisition.
ARTICLE III
MISCELLANEOUS
SECTION 1. The Trustee hereby accepts the trusts hereunder and agrees to
perform the same upon the terms and subject to the applicable provisions of the
Mortgage and the indentures supplemental thereto now in effect.
SECTION 2. This Supplemental Indenture is executed by the parties hereto
pursuant to the provisions of Article XVI of the Mortgage, and so long as any of
the bonds of Series FF are or shall be outstanding the terms and conditions of
this Supplemental Indenture shall be deemed to be a part of the terms and
conditions of the Mortgage for any and all purposes. The provisions of this
Supplemental Indenture shall be inapplicable and shall terminate and become void
and of no effect upon the payment or redemption of all of the bonds of Series FF
in accordance with the provisions of the Mortgage and of the bonds of Series FF.
SECTION 3. All covenants, conditions and provisions contained in this
Supplemental Indenture by or on behalf of the Company shall bind its successors
and assigns, whether so expressed or not, legally or equitably under or by
reason of this Supplemental Indenture.
SECTION 4. Although this Supplemental Indenture is dated as of June 1,
1995, it shall be effective only from the actual time of its execution and
delivery by the Company and the Trustee on the date indicated by their
respective acknowledgments hereto annexed.
This Supplemental Indenture may be simultaneously executed in any number of
counterparts and all such counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument entered into by the
parties hereto pursuant to the provisions of Article XVI of the Mortgage.
IN WITNESS WHEREOF, THE PEOPLES GAS LIGHT AND COKE COMPANY has caused this
instrument to be executed in its corporate name by its Chairman, President, an
Executive Vice President or a Vice President, and its corporate seal to be
hereunto affixed and attested by its Secretary or an Assistant Secretary, and
Bank of America Illinois, as Trustee under the Mortgage, has caused this
instrument to be executed in its corporate name by one
30
<PAGE>
of its Vice Presidents and its corporate seal to be hereto affixed and attested
by one of its Vice Presidents, all as of the day and year first above written.
THE PEOPLES GAS LIGHT AND COKE COMPANY
By /s/ KENNETH S. BALASKOVITS
--------------------------------
Kenneth S. Balaskovits
Vice President and Controller
ATTEST:
/s/ E. P. CASSIDY
- ---------------------------
E. P. Cassidy
Secretary
BANK OF AMERICA ILLINOIS
By /s/ MELISSA A. ROSAL
--------------------------------
Melissa A. Rosal
Vice President
ATTEST:
/s/ JOHN W. PORTER
- ---------------------------
John W. Porter
Vice President
31
<PAGE>
STATE OF ILLINOIS)
) ss.
COUNTY OF COOK )
I, PATRICIA ABREGO-SANTUCCI, a Notary Public in and for said County and
State aforesaid, DO HEREBY CERTIFY that KENNETH S. BALASKOVITS, a Vice President
of The Peoples Gas Light and Coke Company, an Illinois corporation, and E. P.
CASSIDY, Secretary of said corporation, who are both personally known to me to
be the same persons whose names are subscribed to the foregoing instrument as
such Vice President and Secretary, respectively, and who are both personally
known to me to be Vice President and Secretary, respectively, of said
corporation, appeared before me this day in person and severally acknowledged
that they signed, sealed and delivered said instrument as their free and
voluntary act as such Vice President and Secretary, respectively, of said
corporation, and as the free and voluntary act of said corporation, for the uses
and purposes therein set forth.
GIVEN under my hand and notarial seal this 29th day of June, 1995.
/s/ PATRICIA ABREGO-SANTUCCI
---------------------------------------
Patricia Abrego-Santucci
Notary Public
My commission expires July 29, 1995.
32
<PAGE>
STATE OF ILLINOIS)
) ss.
COUNTY OF COOK )
I, PATRICIA ABREGO-SANTUCCI, a Notary Public in and for said County and
State aforesaid, DO HEREBY CERTIFY that MELISSA A. ROSAL, a Vice President of
Bank of America Illinois, a corporation organized under the laws of the State of
Illinois, and JOHN W. PORTER, a Vice President of said corporation, who are both
personally known to me to be the same persons whose names are subscribed to the
foregoing instrument as such Vice President and Vice President, respectively,
and who are both personally known to me to be Vice Presidents of said
corporation, appeared before me this day in person and severally acknowledged
that they signed, sealed and delivered said instrument as their free and
voluntary act as Vice Presidents of said corporation, and as the free and
voluntary act of said corporation, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 29th day of June, 1995.
/s/ PATRICIA ABREGO-SANTUCCI
---------------------------------------
Patricia Abrego-Santucci
Notary Public
My commission expires July 29, 1995.
33
<PAGE>
SCHEDULE A
EASEMENTS AND OTHER INTERESTS IN LAND
1. All rights of way, easements, franchises, licenses, permits,
privileges, leases, leaseholds and other authority granted to the Company for
the purpose of constructing, installing, operating, using, maintaining,
renewing, replacing or relocating gas mains, pipelines, services and other
facilities on, over or in private property owned by others and situated in the
County of Cook in the State of Illinois, including, without limiting the
generality of the foregoing, those certain easements granted to the Company by
the grantors hereinafter named and filed for record and recorded as hereinafter
set forth, to wit:
<TABLE>
<CAPTION>
Permanent
Index Document Date of Date
Number Number Instrument Recorded
--------- -------- ---------- --------
Grantor
-------
<S> <C> <C> <C> <C>
COOK COUNTY
Metra Commuter Rail Division of
the Regional Transportation
Authority
Illinois Central Railroad Co. 1/7/93
LaSalle National Trust 14-32-401-048 93989294 11/23/93 12/3/93
The Catholic Bishop of Chicago 25-15-324-002 3057206 10/15/93 12/22/93
World Equities 14-31-219-008 93713363 8/26/93 9/7/93
14-31-219-009
14-31-219-010
14-31-219-011
14-31-219-021
Daniel E. Levin & The Habitat 20-14-408-009 93664653 8/9/93 8/20/93
Co.
Daniel E. Levin & The Habitat 20-23-405-008 93664655 8/9/93 8/20/93
Co.
Daniel E. Levin & The Habitat 21-30-122-014 93664654 8/9/93 8/20/93
Co.
Daniel E. Levin & The Habitat 20-23-402-012 93664652 8/9/93 8/20/93
Co.
Vuk Builders 17-06-211-021 94137520 1/24/94 2/10/94
34
<PAGE>
<CAPTION>
Permanent
Index Document Date of Date
Number Number Instrument Recorded
--------- -------- ---------- --------
Grantor
-------
<S> <C> <C> <C> <C>
COOK COUNTY
Standard Bank & Trust Co. 19-18-312-040 94137522 1/20/94 2/10/94
19-18-312-036
19-18-312-035
Voice of The People in Uptown 14-08-405-11 94137521 12/7/93 2/10/94
Voice of The People in Uptown 14-08-406-004 94432910 2/24/94 5/13/94
Voice of The People in Uptown 14-08-406-003 94432909 2/24/94 5/13/94
American National Bank & Trust 94432908 5/9/94 5/13/94
Co.
Chicago Title & Trust Co. 94432907 11/11/93 5/13/94
Baltimore & Ohio Chicago 4/16/94
Terminal
CSX Transportation 12/2/93
Consolidated Rail Corp. 12/15/93
Burlington Northern Railroad 4/11/94
Commonwealth Edison 12/8/93
The Board of Trustees of the 94775505 7/12/94 9/2/94
University of Illinois
Illinois Central Railroad 6/2/93
Commonwealth Edison 9/20/94
Chicago Board of Trade 95094031 8/12/94 2/8/95
Chicago Title & Trust Co. 95094029 9/20/94 2/8/95
Trust No. 1085508,
Dated 8/16/94
Chicago Title & Trust Co. 95094026 11/11/93 2/8/95
Trust No. 1093252,
Dated 6/27/89 and Trust
No. 1080000, Dated 3/1/90
Union Pacific Railroad Co. 2/7/95
Illinois Central Railroad 3/29/95
35
<PAGE>
<CAPTION>
Permanent
Index Document Date of Date
Number Number Instrument Recorded
--------- -------- ---------- --------
Grantor
-------
<S> <C> <C> <C> <C>
Salvatore Salvato 17-33-113-0001 95094027 5/16/94 2/8/95
Chicago Housing Authority 95094030 7/31/94 2/8/95
Metropolitan Water Reclamation 94432906 4/13/93 5/13/94
District of Greater Chicago;
(Cal Sag & SW Highway)
Metropolitan Water Reclamation 94432905 9/24/93 5/13/94
District of Greater Chicago;
(North Shore Channel and
Francisco Ave. and Ainslie)
</TABLE>
36
<PAGE>
EXHIBIT 10(a)
Date: September 21, 1994 Contract No. 03050
ETS SERVICE AGREEMENT
This AGREEMENT is entered into by ANR Pipeline Company
(Transporter) and The Peoples Gas Light and Coke Company (Shipper)
WHEREAS, Shipper has requested Transporter to transport Gas on
its behalf and Transporter represents that it is willing to
transport Gas under the terms and conditions of this Agreement.
NOW, THEREFORE, Transporter and Shipper agree that the terms
below, together with the terms and conditions of Transporter's
applicable Rate Schedule and General Terms and Conditions of
Transporter's FERC Gas Tariff constitute the transportation
service to be provided and the rights and obligations of Shipper
and Transporter.
1. AUTHORITY FOR TRANSPORTATION SERVICE:
284G - Blanket
2. RATE SCHEDULE: Firm Transportation Service (ETS)
3. CONTRACT QUANTITIES:
Receipt Points - see Exhibit attached hereto.
Delivery Points - see Exhibit attached hereto.
Primary Routes - see Exhibit attached hereto.
Such Contract Quantities shall be reduced for scheduling
purposes, but not for billing purposes, by the Contract
Quantities that Shipper has released through Transporter's
capacity release program for the period of any release.
4. TERM OF AGREEMENT:
04/01/1995 to
03/31/2000
<PAGE>
Date: September 21, 1994 Contract No. 03050
5. RATES:
Maximum rates, charges, and fees shall be applicable for the
entitlements and quantities delivered pursuant to this Agreement
unless Transporter has advised Shipper in writing or by ANR
Xpedite that it has agreed otherwise.
It is further agreed that Transporter may seek authorization
from the Commission and/or other appropriate body at any time and
from time to time to change any rates, charges or other
provisions in the applicable Rate Schedule and General Terms and
Conditions of Transporter's FERC Gas Tariff, and Transporter
shall have the right to place such changes in effect in
accordance with the Natural Gas Act. This Agreement shall be
deemed to include such changes and any changes which become
effective by operation of law and Commission order. Nothing
contained herein shall be construed to deny Shipper any rights it
may have under the Natural Gas Act, including the right to
participate fully in rate or other proceedings by intervention or
otherwise to contest increased rates in whole or in part.
6. INCORPORATION BY REFERENCE
The provisions of Transporter's applicable Rate Schedule and
the General Terms and Conditions of Transporter's FERC Gas Tariff
are specifically incorporated herein by reference and made a part
hereof.
7. NOTICES:
All notices can be given by telephone or other electronic
means, however, such notice shall be confirmed in writing at the
addresses below or through ANR Xpedite. Shipper or Transporter
may change the addresses below by written notice to the other
without the necessity of amending this agreement:
TRANSPORTER:
ANR PIPELINE COMPANY
500 Renaissance Center
Detroit, Michigan 48243
Attentions: Gas Control (Nominations)
Volume Management (Statements)
Cash Control (Payments)
Customer Services and Business Administration
(All Other Matters)
<PAGE>
Date: September 21, 1994 Contract No. 03050
SHIPPER:
The Peoples Gas Light and Coke Company (Shipper Name)\
--------------------------------------
122 S. Michigan Ave., Room 915 (Address)
------------------------------
Chicago, IL 60603 (City, State, Zip)
-------------------
Attention: Mr. Eckhard Blaumueller
-----------------------
Telephone: (312) 431-7057
--------------
Fax: (312) 431-4558
--------------
INVOICES AND STATEMENTS:
The Peoples Gas Light and Coke Company (Shipper Name)
--------------------------------------
122 S. Michigan Ave., Room 915 (Address)
------------------------------
Chicago, IL 60603 (City, State, Zip)
------------------
Attention: Mr. Eckhard Blaumueller
-----------------------
Telephone: (312) 431-7057
--------------
Fax: (312) 431-4558
--------------
NOMINATIONS:
The Peoples Gas Light and Coke Company (Shipper Name)
--------------------------------------
122 S. Michigan Ave., Room 915 (Address)
------------------------------
Chicago, IL 60603 (City, State, Zip)
------------------
Attention: Mr. Jerry Slechta
-----------------
Telephone: (312) 431-4362
--------------
Fax: (312) 431-4558
--------------
Mechanical Dialing
Device No (s)-------------------------
<PAGE>
Date: September 21, 1994 Contract No. 03050
ALL OTHER MATTERS:
The Peoples Gas Light and Coke Company (Shipper Name)
--------------------------------------
122 S. Michigan Ave., Room 915 (Address)
------------------------------
Chicago, IL 60603 (City, State, Zip)
-------------------
Attention: Mr. Eckhard Blaumueller
-----------------------
Telephone: (312) 431-7057
--------------
Fax: (312) 431-4558
--------------
8. FURTHER AGREEMENT
A. For transportation under ETS Agreement (No. 03050) and
storage under FSS Agreement (No. 34050), Shipper shall pay a
single rate covering both the transportation and storage services
not to exceed, for each 12 month period, $0.90 times 3.75 BCF for
years one and two (April 1, 1995 through March 31, 1997) and for
years three through five (April 1, 1997 through March 31, 2000) a
rate not to exceed, for each 12 month period, $1.05 times 3.75
BCF. The aforementioned rates are inclusive of Volumetric
Buyout/Buydown, Dakota and Transition Costs. In addition,
Shipper will be charged ACA, applicable GRI, fuel and any other
related fees or surcharges.
B. For billing purposes, Transporter has discretion in
determining the portion of the rate to be assigned to
transportation and/or storage as well as the portion of the rate
to be assigned to Reservation and/or Commodity.
C. From time to time dependent upon Transporter's use percents,
the MDQ's and MSQ under ETS Agreement (No. 03050) and FSS
Agreement (No. 34050) will be adjusted to allow Shipper to
deliver and store sufficient fuel quantities to effectuate a 50
day storage withdrawal quantity of 75,000 dth at the specified
delivery points at no additional charge.
<PAGE>
Date: September 21, 1994 Contract No. 03050
D. Shipper can use the unused portion of its Primary Route MDQ
on a Secondary basis at the following receipt points at no
additional charge:
1. Joliet (NGPL)
2. Defiance (PEPL)
3. Joliet (Midwestern)
4. Shorewood (NIGAS) - (by displacement)
5. Kalkaska or Chester (Mich Con)
6. East Joliet (PGL&C) - (by displacement)
7. Elkhart (Trunkline)
8. Crystal Falls (GLGT)
E. Shipper and Transporter agree that the rates stated herein
shall be confidential and shall be maintained confidentially by
Shipper and Transporter. Shipper or Transporter may disclose
such rates only if such disclosure is required by law and Shipper
or Transporter requests confidential or privileged treatment
under applicable statutes, rules and regulations, and provides
reasonable notice to the other party prior to such disclosure.
Any unauthorized disclosure by Shipper of the rates stated herein
shall have the effect of terminating from the date the discounted
rate is disclosed any rate discounts reflected herein such that,
for the remaining term of this Agreement, Shipper shall be
required to pay Transporter the maximum applicable rate for
service, as well as all other charges, surcharges or direct bill
applicable to such service.
F. Except as provided above, all quantities associated with
Secondary Receipt Points, Secondary Delivery Points and Secondary
Routes under this Agreement will be at Maximum Tariff Rates plus
all other related fees, surcharges and fuel.
G. This Agreement may be assigned to an affiliate of Shipper
subject to the satisfaction of Transporter's credit requirements.
H. In addition, upon ninety (90) days prior notice, before each
contract year commences, Shipper may renominate the Maximum
Storage Quantity and the Maximum Withdrawal Transport volume
subject to the availability of capacity on Transporter's Pipeline
and a mutually acceptable rate, provided that the revenues from
the renominated service are equal to or greater than the revenues
that Transporter would have otherwise received if the service had
not changed from the previous contract year.
<PAGE>
Date: September 21, 1994 Contract No. 03050
I. Shipper agrees to waive its rights to release the capacity
underlying this Agreement.
J. Consistent with provisions of its Tariff, Transporter is
willing to contract on Shipper's behalf for capicity required on
third party transporters, or for other services to effectuate
Shipper's receipt of gas on third party facilities and delivery
of gas to Transporter's facilities.
Shipper must advise Transporter prior to commencement of
such third party transportation of its desire to have Transporter
act in such a capacity. Unless and until notified otherwise,
however, if Shipper submits a nomination to Transporter for the
transportation of gas from HIOS points of receipt, Shipper
understands and agrees that such nomination shall constitute
Shipper's request for Transporter to act in such capacity.
Shipper agrees to pay all charges related to such third
party transportation arrangements pursuant to Transporter's
Tariff.
K. To the extent Shipper desires to utilize receipt/delivery
points pursuant to Part 284 B (Section 311 of the NGPA and
Section 284.102 of the Commission's regulations), Shipper must
execute a separate agreement with Transporter and Shipper must
also certify that the transportation of gas will be on behalf of
either an "intrastate pipeline" or a "local distribution
company."
L. The complete agreement between Transporter and Shipper shall
consist of this ETS Agreement (No. 03050) and the following
agreements between Transporter and Shipper: FSS Agreement (No.
34050); September 28, 1994 Letter of Intent; and September 28,
1994 Operating Agreement.
9. OPERATIONAL FLOW ORDERS
Shipper hereby guarantees to Transporter that each contract it
has entered into in connection with the Gas to be transported
under this Agreement contains a provision that permits
Transporter to issue an effective Operational Flow Order pursuant
to Section 8 of the General Terms and Conditions. Shipper shall
also guarantee for any supply contract for Gas that is
transported via Viking Gas Transmission Company, that Transporter
shall be designated a third party beneficiary.
<PAGE>
Date: September 21, 1994 Contract No. 03050
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be signed by their respective Officers or Representatives
thereunto duly authorized to be effective as of the date stated
above.
The Peoples Gas
SHIPPER: Light and Coke Co. TRANSPORTER: ANR Pipeline Company
By: /s/ Thomas M. Patrick By: /s/ Wilbur Hitchcock
--------------------- ---------------------
Title: Vice President Title: Sr. Vice President
-------------- ------------------
Date: October 10, 1994 Date: October 6, 1994
----------------- ---------------
03050.ETS
<PAGE>
<TABLE>
<CAPTION>
PRIMARY ROUTE EXHIBIT Contract No. 03050
To Agreement Between Rate Schedule ETS
ANR Pipeline Company (Transporter) Contract Date: September 21, 1994
and The Peoples Gas Light and Coke Company (Shipper) Amendment Date:
Primary
Receipt/
Delivery Primary
Point Receipt Point MDQ
Number Name (Dth) Period
- ------ ---- ----- ------
<S> <C> <C> <C>
SOUTH WOODSTOCK or 21,997 SUMMER
WEST JOLIET (by displacement)
ANR Storage facilities
ANR STORAGE FACILITIES 75,000 WINTER
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRIMARY RECEIPT POINT EXHIBIT Contract No. 03050
To Agreement Between Rate Schedule ETS
ANR Pipeline Company (Transporter) Contract Date: September 21, 1994
and The Peoples Gas Light and Coke Company (Shipper) Amendment Date:
Primary
Receipt/
Delivery Primary
Point Receipt Point MDQ
Number Name (Dth) Period
- ------- ---- ---- ------
<S> <C> <C> <C>
ANR STORAGE FACILITIES 21,997 SUMMER
GROUP #1 75,000 WINTER
EAST JOLIET
BUSSE ROAD
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRIMARY DELIVERY POINT EXHIBIT Contract No. 03050
To Agreement Between Rate Schedule ETS
ANR Pipeline Company (Transporter) Contract Date: September 21, 1994
and The Peoples Gas Light and Coke Company (Shipper) Amendment Date:
Primary
Receipt/
Delivery Primary
Point Delivery Point MDQ
Number Name (Dth) Period
- ------ ---- ----- ------
<S> <C> <C> <C>
SOUTH WOODSTOCK or 21,997 SUMMER
WEST JOLIET (by displacement) -
ANR STORAGE FACILITIES - 75,000 WINTER
GROUP #1
</TABLE>
<PAGE>
Date: September 21, 1994 Contract No. 34050
FSS SERVICE AGREEMENT
This AGREEMENT is entered into by ANR Pipeline Company
(Transporter) and The Peoples Gas Light and Coke Company (Shipper)
WHEREAS, Shipper has requested Transporter to transport Gas on
its behalf and Transporter represents that it is willing to
transport Gas under the terms and conditions of this Agreement.
NOW, THEREFORE, Transporter and Shipper agree that the terms
below, together with the terms and conditions of Transporter's
applicable Rate Schedule and General Terms and Conditions of
Transporter's FERC Gas Tariff constitute the transportation
service to be provided and the rights and obligations of Shipper
and Transporter.
1. AUTHORITY FOR TRANSPORTATION SERVICE:
284G - Blanket
2. RATE SCHEDULE: Firm Storage Service (FSS)
3. CONTRACT QUANTITIES:
Contract Quantity - see Exhibit attached hereto.
Such Contract Quantities shall be reduced for scheduling
purposes, but not for billing purposes, by the Contract
Quantities that Shipper has released through Transporter's
capacity release program for the period of any release.
4. TERM OF AGREEMENT:
04/01/1995 to
03/31/2000
<PAGE>
Date: September 21, 1994 Contract No. 34050
5. RATES:
Maximum rates, charges, and fees shall be applicable for the
entitlements and quantities delivered pursuant to this Agreement
unless Transporter has advised Shipper in writing or by ANR
Xpedite that it has agreed otherwise.
It is further agreed that Transporter may seek authorization
from the Commission and/or other appropriate body at any time and
from time to time to change any rates, charges or other
provisions in the applicable Rate Schedule and General Terms and
Conditions of Transporter's FERC Gas Tariff, and Transporter
shall have the right to place such changes in effect in
accordance with the Natural Gas Act. This Agreement shall be
deemed to include such changes and any changes which become
effective by operation of law and Commission order. Nothing
contained herein shall be construed to deny Shipper any rights it
may have under the Natural Gas Act, including the right to
participate fully in rate or other proceedings by intervention or
otherwise to contest increased rates in whole or in part.
6. INCORPORATION BY REFERENCE
The provisions of Transporter's applicable Rate Schedule and
the General Terms and Conditions of Transporter's FERC Gas Tariff
are specifically incorporated herein by reference and made a part
hereof.
7. NOTICES:
All notices can be given by telephone or other electronic
means, however, such notice shall be confirmed in writing at the
addresses below or through ANR Xpedite. Shipper and Transporter
may change the addresses below by written notice to the other
without the necessity of amending this agreement:
TRANSPORTER:
ANR PIPELINE COMPANY
500 Renaissance Center
Detroit, Michigan 48243
Attentions: Gas Control (Nominations)
Volume Management (Statements)
Cash Control (Payments)
Customer Services and Business Administration
(All Other Matters)
<PAGE>
Date: September 21, 1994 Contract No. 34050
SHIPPER:
The Peoples Gas Light and Coke Company (Shipper Name)
--------------------------------------
122 S. Michigan Ave., Room 915 (Address)
------------------------------
Chicago, IL 60603 (City, State, Zip)
-------------------
Attention: Mr. Eckhard Blaumueller
-----------------------
Telephone: (312) 431-7057
--------------
Fax: (312) 431-4558
--------------
INVOICES AND STATEMENTS:
The Peoples Gas Light and Coke Company (Shipper Name)
--------------------------------------
122 S. Michigan Ave., Room 915 (Address)
------------------------------
Chicago, IL 60603 (City, State, Zip)
------------------
Attention: Mr. Eckhard Blaumueller
-----------------------
Telephone: (312) 431-7057
--------------
Fax: (312) 431-4558
--------------
NOMINATIONS:
The Peoples Gas Light And Coke Company (Shipper Name)
--------------------------------------
122 S. Michigan Ave., Room 915 (Address)
-----------------------------
Chicago, IL 60603 (City, State, Zip)
------------------
Attention: Mr. Jerry Slechta
-----------------
Telephone: (312) 431-4362
--------------
Fax: (312) 431-4558
--------------
Mechanical Dialing
Device No (s):-------------------------
<PAGE>
Date: September 21, 1994 Contract No. 34050
ALL OTHER MATTERS:
The Peoples Gas Light and Coke Company (Shipper Name)
--------------------------------------
122 S. Michigan Ave., Room 915 (Address)
------------------------------
Chicago, IL 60603 (City, State, Zip)
-------------------
Attention: Mr. Eckhard Blaumueller
-----------------------
Telephone: (312) 431-7057
--------------
Fax: (312) 431-4558
--------------
8. FURTHER AGREEMENT
A. For transportation under ETS Agreement (No. 03050) and
storage under FSS Agreement (No. 34050), Shipper shall pay a
single rate covering both the transportation and storage services
not to exceed, for each 12 month period, $0.90 times 3.75 BCF for
years one and two (April 1, 1995 through March 31, 1997) and for
years three through five (April 1, 1997 through March 31, 2000) a
rate not to exceed, for each 12 month period, $1.05 times 3.75
BCF. The aforementioned rates are inclusive of Volumetric
Buyout/Buydown, Dakota and Transition Costs. In addition,
Shipper will be charged ACA, applicable GRI, fuel and any other
related fees or surcharges.
B. For billing purposes, Transporter has discretion in
determining the portion of the rate to be assigned to
transportation and/or storage as well as the portion of the rate
to be assigned to Reservation and/or Commodity.
C. From time to time dependent upon Transporter's use percents,
the MDQ's and MSQ under ETS Agreement (No. 03050) and FSS
Agreement (No. 34050) will be adjusted to allow Shipper to
deliver and store sufficient fuel quantities to effectuate a 50
day storage withdrawal quantity of 75,000 dth at the specified
delivery points at no additional charge.
<PAGE>
Date: September 21, 1994 Contract No. 34050
D. Shipper can use the unused portion of its Primary Route MDQ
on a Secondary basis at the following receipt points at no
additional charge:
1. Joliet (NGPL)
2. Defiance (PEPL)
3. Joliet (Midwestern)
4. Shorewood (NIGAS) - (by displacement)
5. Kalkaska or Chester (Mich Con)
6. East Joliet (PGL&C) - (by displacement)
` 7. Elkhart (Trunkline)
8. Crystal Falls (GLGT)
E. Shipper and Transporter agree that the rates stated herein
shall be confidential and shall be maintained confidentially by
Shipper and Transporter. Shipper or Transporter may disclose
such rates only if such disclosure is required by law and Shipper
or Transporter requests confidential or privileged treatment
under applicable statutes, rules and regulations, and provides
reasonable notice to the other party prior to such disclosure.
Any unauthorized disclosure by Shipper of the rates stated herein
shall have the effect of terminating from the date the discounted
rate is disclosed any rate discounts reflected herein such that,
for the remaining term of this Agreement, Shipper shall be
required to pay Transporter the maximum applicable rate for
service, as well as all other charges, surcharges or direct bill
applicable to such service.
F. This Agreement may be assigned to an affiliate of Shipper
subject to the satisfaction of Transporter's credit requirements.
G. In addition, upon ninety (90) days prior notice, before each
contract year commences, Shipper may renominate the Maximum
Storage Quantity and the Maximum Withdrawal Transport volume
subject to the availability of capacity on Transporter's Pipeline
and a mutually acceptable rate, provided that the revenues from
the renominated service are equal to or greater than the revenues
that Transporter would have otherwise received if the service had
not changed from the previous contract year.
H. Shipper agrees to waive its rights to release the capacity
underlying this Agreement.
<PAGE>
Date: September 21, 1994 Contract No. 34050
I. Shipper agrees to waive its rights to in-field storage
transfers.
J. The complete agreement between Transporter and Shipper shall
consist of this FSS Agreement (No. 34050) and the following
agreements between Transporter and Shipper: ETS Agreement (No.
03050); September 28, 1994 Letter of Intent; and September 28,
1994 Operating Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be signed by their respective Officers or Representatives
thereunto duly authorized to be effective as of the date stated
above.
The Peoples Gas
SHIPPER: Light and Coke Co. TRANSPORTER: ANR Pipeline Company
By: /s/ Thomas M. Patrick By: /s/ Wilbur Hitchcock
---------------------- ---------------------
Title: Vice President Title: Sr. Vice President
--------------- ------------------
Date: October 10, 1994 Date: October 6, 1994
---------------- ---------------
34050.fss
<PAGE>
<TABLE>
<CAPTION>
CONTRACT QUANTITY EXHIBIT CONTRACT NO. 34050
TO AGREEMENT BETWEEN RATE SCHEDULE FSS
ANR PIPELINE COMPANY (TRANSPORTER) CONTRACT DATE: September 21, 1994
AND THE PEOPLES GAS LIGHT AND COKE COMPANY (SHIPPER) AMENDMENT DATE:
ANNUAL SERVICE
RETCHETED SERVICE
MDQ
(DTH)
------
<S> <C>
Maximum Storage Quantity (MSQ) 3,803,250
Base Maximum Daily Withdrawal Quantity (BMDWQ) 76,065
Base Maximum Daily Injection Quantity (BMDIQ) 21,733
</TABLE>
<PAGE>
EXHIBIT 10(c)
Contract No. 110654
NATURAL GAS PIPELINE COMPANY OF AMERICA (NATURAL)
STORAGE RATE SCHEDULE NSS
AGREEMENT
DATED October 19, 1995
1. SHIPPER is: THE PEOPLES GAS LIGHT & COKE COMPANY, a LOCAL DISTRIBUTION
COMPANY
2. (a) MDQ totals: 128,572 MMBtu per day.
(b) MSV totals: 9,642,900 MMBtu.
3. TERM: December 01, 1995 through March 31, 1998
4. [ ] This Agreement supersedes and cancels a ______ Agreement dated ______
[ ] Capacity rights for this Agreement were released from Natural's
Transportation Rate Schedule Agreement (KT #) dated and are subject to any
recall/return provisions in Natural's Capacity Release Package ID #.
[ ] [for firm service only] Service and reservation charges commence the
latter of:
(a) December 01, 1995, and
(b) the date capacity to provide the service hereunder is available on
Natural's System.
[X] Other: This is a partial conversion from Shipper's S-1 Agreement No.
250008 dated November 30, 1990 and LS-2 Agreement No. 250015 dated March
14, 1990.
5. SHIPPER'S ADDRESSES NATURAL'S ADDRESSES
GENERAL CORRESPONDENCE:
THE PEOPLES GAS LIGHT & Natural Gas Pipeline Company of America
COKE COMPANY Attention: Gas Transportation Services
WILLIAM MORROW 3200 Southwest Freeway 77027-7523
130 E. RANDOLPH DR. P.O. Box 283 77001-0283
CHICAGO, IL 60601 Houston, Texas
STATEMENTS/INVOICES/ACCOUNTING RELATED MATERIALS:
THE PEOPLES GAS LIGHT & Natural Gas Pipeline Company of America
COKE COMPANY Attention: Gas Accounting Department
ANTHONY COMPTON 701 East 22nd Street
130 E. RANDOLPH DR. Lombard, Illinois 60148
CHICAGO, IL 60601
PAYMENTS:
Natural Gas Pipeline Company of America
Attention: Controller
701 East 22nd Street
Lombard, Illinois 60148
<PAGE>
6. The above stated Rate Schedule, as revised from time to time, controls this
Agreement and is incorporated herein. NATURAL GAS PIPELINE COMPANY OF
AMERICA AND SHIPPER ACKNOWLEDGE THAT THIS AGREEMENT IS SUBJECT TO THE
PROVISIONS OF Natural's FERC GAS TARIFF AND APPLICABLE FEDERAL LAW. TO THE
EXTENT THAT STATE LAW IS APPLICABLE, Natural AND SHIPPER EXPRESSLY AGREE
THAT THE LAWS OF THE STATE OF ILLINOIS SHALL GOVERN THE VALIDITY,
CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS CONTRACT, EXCLUDING,
HOWEVER, ANY CONFLICT OF LAWS RULE WHICH WOULD APPLY THE LAW OF ANOTHER
STATE. This Agreement states the entire agreement between the parties and
no waiver, representation, or agreement shall affect this Agreement unless
it is in writing.
AGREED TO BY:
NATURAL GAS PIPELINE COMPANY OF THE PEOPLES GAS LIGHT & COKE
AMERICA COMPANY
"Natural" "Shipper"
By: /S/ Stephen G. Weinan By: /S/ T. M. Patrick
--------------------- -----------------
Name: Stephen G. Weinan Name: Thomas M. Patrick
------------------ -------------------
Title: Attorney in fact Title: Vice President
---------------- --------------
<PAGE>
EXHIBIT 10(d)
Contract No. 110655
NATURAL GAS PIPELINE COMPANY OF AMERICA (Natural)
TRANSPORTATION RATE SCHEDULE FTS AGREEMENT DATED October 19,1995
UNDER SUBPART G of Part 284 OF THE FERC'S REGULATIONS
1. SHIPPER is: THE PEOPLES GAS LIGHT & COKE COMPANY, a LOCAL DISTRIBUTION
COMPANY
2. (a) MDQ totals: 90,000 MMBTU per day.
(b) Service option selected (Check any or all):
[X] LN [ ] SW [ X] NB
3. TERM: December 01, 1995 through March 31, 1998
4. Service will be ON BEHALF OF: [x] shipper or [] Other:
5. The ULTIMATE END USERS are customers within any state in the
continental U.S.; or (specify state)
- ---------------------------------------------------------------
6. [] This Agreement supersedes and cancels a Agreement dated
------- ------
[] Capacity rights for this Agreement were released from Natural's
Transportation Rate Schedule Agreement (KT#) dated and are subject to
any recall/return provisions in Natural's Capacity Release Package ID #.
[X] [for firm service only] Service and reservation charges commence
the latter of:
(a) December 01, 1995, and
(b) the date capacity to provide the service hereunder is available on
Natural's System.
[ ] Other:
--------------------------------------------
7. SHIPPER'S ADDRESSES NATURAL'S ADDRESSES
GENERAL CORRESPONDENCE:
THE PEOPLES GAS LIGHT & COKE COMPANY Natural Gas Pipeline Company of America
WILLIAM MORROW Attention: Gas Transportation Services
130 E RANDOLPH DRIVE 3200 Southwest Freeway 77027-7523
CHICAGO IL, 60601 P. O. Box 77001-0283
Houston, Texas
STATEMENTS/INVOICES/ACCOUNTING RELATED MATERIALS:
THE PEOPLES GAS LIGHT & COKE COMPANY Natural Gas Pipeline Company of America
ANTHONY COMPTON Attention: Gas Accounting Department
130 E RANDOLPH DRIVE 701 East 22nd Street
CHICAGO IL, 60601 Lombard, Illinois 60148
PAYMENTS:
Natural Gas Pipeline Company of America
Attention: Controller
701 East 22nd Street
Lombard, Illinois 60148
<PAGE>
8. The above stated Rate Schedule, as revised from time to time,
controls this Agreement and is incorporated herein. The attached
Exhibits A, B, and C (for firm service only) are a part of this
Agreement. Natural AND SHIPPER ACKNOWLEDGE THAT THIS AGREEMENT
IS SUBJECT TO THE PROVISIONS OF Natural'S FERC GAS TARIFF AND
APPLICABLE FEDERAL LAW. TO THE EXTENT THAT STATE LAW IS
APPLICABLE, Natural AND SHIPPER EXPRESSLY AGREE THAT THE LAWS OF
THE STATE OF ILLINOIS SHALL GOVERN THE VALIDITY, CONSTRUCTION,
INTERPRETATION AND EFFECT OF THIS CONTRACT, EXCLUDING, HOWEVER,
ANY CONFLICT OF LAWS RULE WHICH WOULD APPLY THE LAW OF ANOTHER
STATE. This Agreement states the entire agreement between the
parties and no waiver, representation, or agreement shall affect
this Agreement unless it is writing. Shipper shall provide the
actual end user purchaser name (s) to Natural if Natural must
provide them to FERC.
AGREED TO BY:
NATURAL GAS PIPELINE COMPANY OF AMERICA THE PEOPLES GAS LIGHT &
"Natural" COKE COMPANY
"Shipper"
By: /s/ Stephen G. Weinan By: /s/ T. M. Patrick
----------------------------- -----------------
Name: Stephen G. Weinan Name: Thomas M. Patrick
--------------------------- -----------------
Title: Attorney in fact Title: Vice President
--------------------------- ----------------
<PAGE>
EXHIBIT A
DATED: October 19, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: THE PEOPLES GAS LIGHT & COKE COMPANY
CONTRACT: 110655
RECEIPT POINT/S
<TABLE>
<CAPTION>
County/Parish PIN MDQ
Name/Location Area State No. Zone (MMBtu/d)
- ------------- --------------- ----- --- ----- ---------
<S> <C> <C> <C> <C> <C>
PRIMARY RECEIPT POINT/S
1. NGCENRGY/NGPL MAUD MILLER MILLER AR 3844 08 90000
INTERCONNECT WITH NGC-ENERGY ON TRANSPORTER'S
MAUD LATERAL IN SEC.
33-T17S-R28W, MILLER COUNTY, ARKANSAS.
</TABLE>
SECONDARY RECEIPT POINT/S
All secondary receipt point, and the related priorities and
volumes, as provided under the Tariff provisions governing this
Agreement.
RECEIPT PRESSURE, ASSUMED ATMOSPHERIC PRESSURE
Natural gas to be delivered to Natural at the Receipt Point/s
shall be at a delivery pressure sufficient to enter Natural's
pipeline facilities at the pressure maintained from time to time,
but Shipper shall not deliver gas at a pressure in excess of the
Maximum Allowable Pressure (MAOP) stated for each Receipt Point.
The measuring party shall use or cause to be used an assumed
atmospheric pressure corresponding to the elevation at such
Receipt Point/s.
RATES
Except as provided to the contrary in any written agreement(s)
between the parties in effect during the term hereof, Shipper
shall pay Natural the maximum rate and all other lawful charges
as specified in Natural's applicable rate schedule.
FUEL GAS AND GAS LOST AND UNACCOUNTED FOR PERCENTAGE (%)
Shipper will be assessed the applicable percentage for Fuel Gas
and Gas Lost and Unaccounted For.
<PAGE>
EXHIBIT A (CONT'D)
DATED October 19, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: THE PEOPLES GAS LIGHT & COKE COMPANY
CONTRACT: 110655
TRANSPORTATION OF LIQUIDS
Transportation of liquids may occur at permitted points
identified in Natural's current Catalog of Receipt and Delivery
Points, but only if the parties execute a separate liquids
agreement.
<PAGE>
EXHIBIT B
DATED October 19, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: THE PEOPLES GAS LIGHT & COKE COMPANY
CONTRACT: 110655
DELIVERY POINT/S
<TABLE>
<CAPTION>
County/Parish PIN MDQ
Name/Location Area State No. Zone (MMBtu/d)
- --------------------- -------------- ------ ---- ---- ---------
<S> <C> <C> <C> <C> <C>
PRIMARY DELIVERY POINT/S
1. NO SHORE/NGPL GRAYSLAKE LAKE LAKE IL 1 06 45000
INTERCONNECT WITH NORTH SHORE GAS
COMPANY LOCATED IN SEC. 12-T44N-R10E,
LAKE COUNTY, ILLINOIS.
2. PGLC/NGPL ROGERS PARK COOK COOK IL 4174 06 45000
INTERCONNECT WITH THE PEOPLES GAS
LIGHT AND COKE COMPANY ON TRANSPORTER'S
HOWARD STREET LINE IN SEC. 36-T41N-R13E,
COOK COUNTY, ILLINOIS.
</TABLE>
SECONDARY DELIVERY POINT/S
All secondary delivery points, and the related priorities and
volumes, as provided under the Tariff provisions governing this
Agreement.
DELIVERY PRESSURE, ASSUMED ATMOSPHERIC PRESSURE
Natural gas to be delivered by Natural to Shipper, or for
Shipper's account, at the Delivery Point/s shall be at the
pressure available in Natural's pipeline facilities from time to
time. The measuring party shall use or cause to be used an
assumed atmospheric pressure corresponding to the elevation at
such Delivery Point/s.
<PAGE>
EXHIBIT C
DATED October 19, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: THE PEOPLES GAS LIGHT & COKE COMPANY
CONTRACT: 110655
Pursuant to Natural's tariff, an MDQ exists for each primary
transportation path segment and direction under the Agreement.
Such MDQ is the maximum daily quantity of gas which Natural is
obligated to transport on a firm basis along a primary
transportation path segment.
A primary transportation path segment is the path between a
primary receipt, delivery, or node point and the next primary
receipt, delivery, or node point. A node point is the point of
interconnection between two or more of Natural's pipeline
facilities.
A segment is a section of Natural's pipeline system designated by
a segment number whereby the Shipper under the terms of their
agreement based on the points within the segment identified on
Exhibit C has throughput capacity rights.
The segment numbers listed on Exhibit C reflect this Agreement's
path corresponding to Natural's most recent Pipeline System Map
which identifies segments and their corresponding numbers. All
information provided in this Exhibit C is subject to the actual
terms and conditions of Natural's Tariff.
<PAGE>
EXHIBIT C
DATED October 19, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: THE PEOPLES GAS LIGHT & COKE COMPANY
CONTRACT: 110655
<TABLE>
<CAPTION>
Segment Upstream Forward/Backward Flow Through
Number Segment Haul (Contractual) Capacity
- -------- --------- ------------------ -------------
<S> <C> <C> <C>
27 0 F 0
28 27 F 90000
30 28 F 45000
39 40 F 45000
40 28 F 45000
</TABLE>
<PAGE>
EXHIBIT 10(e)
Contract No. 110383
NATURAL GAS PIPELINE COMPANY OF AMERICA (NATURAL)
STORAGE RATE SCHEDULE DSS
AGREEMENT DATED December 01, 1995
1. SHIPPER is: THE PEOPLES GAS LIGHT & COKE COMPANY, a LOCAL
DISTRIBUTION COMPANY
2. (a) MDQ totals: 248,000 MMBtu per day.
(b) MSV totals: 12,400,000 MMBtu.
(c) The primary Delivery Point(s) and associated MDQ(s) are
contained in Exhibit B attached hereto and are a part of this
Agreement.
3. TERM: December 01, 1995 through March 31, 1998
4. [X] This Agreement supersedes and cancels a S-1 Agreement
No. 250008 dated November 30, 1990 and a LS-2 Agreement No.
250015 dated March 14, 1990.
[] Capacity rights for this Agreement were released from
Natural's Transportation Rate Schedule Agreement (KT #) dated and
are subject to any recall/return provisions in Natural's Capacity
Release Package ID #.
[] Service and reservation charges commence the latter of:
(a) December 01, 1995, and
(b) the date capacity to provide the service hereunder
is available on Natural's System.
[] Other:-------------------------------------------
5. SHIPPER'S ADDRESSES NATURAL's ADDRESSES
GENERAL CORRESPONDENCE:
THE PEOPLES GAS LIGHT & COKE COMPANY NATURAL GAS PIPELINE OF AMERICA
WILLIAM MORROW Attention: Gas Transportation Services
130 E. RANDOLPH DR. 3200 Southwest Freeway 77027-7523
CHICAGO, IL 60601 P.O. Box 283 77001-0283
Houston, Texas
STATEMENTS/INVOICES/ACCOUNTING RELATED MATERIALS:
THE PEOPLES GAS LIGHT & COKE COMPANY NATURAL GAS PIPELINE OF AMERICA
ANTHONY COMPTON Attention: Gas Accounting Department
130 E. RANDOLPH DR. 701 East 22nd Street
CHICAGO, IL 60601 Lombard, Illinois 60148
PAYMENTS:
NATURAL GAS PIPELINE OF AMERICA
Attention: Controller
701 East 22nd Street
Lombard, Illinois 60148
<PAGE>
6. The above-stated Rate Schedule, as revised from time to
time, controls this Agreement and is incorporated herein.
NATURAL GAS PIPELINE COMPANY OF AMERICA AND SHIPPER ACKNOWLEDGE
THAT THIS AGREEMENT IS SUBJECT TO THE PROVISIONS OF Natural's
FERC GAS TARIFF AND APPLICABLE FEDERAL LAW. TO THE EXTENT THAT
STATE LAW IS APPLICABLE, Natural AND SHIPPER EXPRESSLY AGREE THAT
THE LAWS OF THE STATE OF ILLINOIS SHALL GOVERN THE VALIDITY,
CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS CONTRACT,
EXCLUDING, HOWEVER, ANY CONFLICT OF LAWS RULE WHICH WOULD APPLY
THE LAW OF ANOTHER STATE. This Agreement states the entire
agreement between the parties and no waiver, representation, or
agreement shall affect this Agreement unless it is in writing.
AGREED TO BY:
NATURAL GAS PIPELINE COMPANY OF AMERICA THE PEOPLES GAS LIGHT & COKE COMPANY
"Natural" "Shipper"
By: /s/ Gary R. Bartlett By: /s/ T. M. Patrick
---------------------- --------------------
Name: Gary R. Bartlett Name: Thomas M. Patrick
---------------------- --------------------
Title: Exec. Vice President Title: Vice President
---------------------- ---------------------
<PAGE>
EXHIBIT B
DATED December 01, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: THE PEOPLES GAS LIGHT & COKE COMPANY
CONTRACT: 110383
<TABLE>
<CAPTION>
DELIVERY POINT/S
County/Parish PIN MDQ
Name/Location Area State No. Zone (MMBTU)
- ------------- -------------- ----- ---- ---- -------
<S> <C> <C> <C> <C> <C>
PRIMARY DELIVERY POINT/S
1. NO SHORE/NGPL GRAYSLAKE LAKE LAKE IL 1 06 43507
INTERCONNECT WITH NORTH SHORE GAS
COMPANY LOCATED IN SEC. 12-T44N-R10E,
LAKE COUNTY, ILLINOIS.
2.PGLC/NGPL ROGERS PARK COOK COOK IL 4174 06 204493
INTERCONNECT WITH THE PEOPLES GAS
LIGHT AND COKE COMPANY ON TRANSPORTER'S
HOWARD STREET LINE IN SEC. 36-T41N-R13E,
COOK, COUNTY, ILLINOIS.
</TABLE>
SECONDARY DELIVERY POINT/S
All secondary delivery points, and the related priorities and
volumes, as provided under the Tariff provisions governing this
Agreement.
DELIVERY PRESSURE, ASSUMED ATMOSPHERIC PRESSURE
Natural gas to be delivered by Natural to Shipper, or for
Shipper's account, at the Delivery Point/s shall be at the
pressure available in Natural's pipeline facilities from time to
time. The measuring party shall use or cause to be used an
assumed atmospheric pressure corresponding to the elevation at
such Delivery Point/s.
<PAGE>
EXHIBIT 10(f)
Contract No. 110381
NATURAL GAS PIPELINE COMPANY OF AMERICAN (Natural)
TRANSPORTATION RATE SCHEDULE FTS AGREEMENT DATED December 01, 1995
UNDER SUBPART G of Part 284 OF THE FERC'S REGULATIONS
1. SHIPPER is: THE PEOPLES GAS LIGHT & COKE COMPANY, a LOCAL DISTRIBUTION
COMPANY
2. (a) MDQ totals: 210,000 MMBTU per day.
(b) Service option selected (check any or all):
[ ] LN [ ] SW [ ] NB
3. TERM: December 01, 1995 through November 30, 1998
4. Service will be ON BEHALF OF: [x] Shipper or [ ] Other:
5. The ULTIMATE END USERS are customers within any state in the continental
U.S.; or (specify state)
- ------------------------------------------------------------------------
6. [ ] This Agreement supersedes and cancels a________ Agreement
dated ______
[ ] Capacity rights for this Agreement were released from Natural's
Transportation Rate Schedule Agreement (KT#) dated and are subject to any
recall/return provisions in Natural's Capacity Release Package ID #.
[X] [for firm service only] Service and reservation charges commence the
latter of:
(a) December 01, 1995, and
(b) the date capacity to provide the service hereunder is available on
Natural's System.
[ ] Other: ____________________________________
7. SHIPPER'S ADDRESSES NATURAL'S ADDRESSES
GENERAL CORRESPONDENCE:
THE PEOPLES GAS LIGHT & COKE COMPANY NATURAL GAS PIPELINE COMPANY OF AMERICA
WILLIAM MORROW Attention: Gas Transportation Services
130 E RANDOLPH DRIVE 3200 Southwest Freeway 77027-7523
CHICAGO, IL 60601 P. O. Box 77001-0283
Houston, Texas
STATEMENTS/INVOICES/ACCOUNTING RELATED MATERIALS:
THE PEOPLES GAS LIGHT & COKE COMPANY NATURAL GAS PIPELINE COMPANY OF AMERICA
ANTHONY COMPTON Attention: Gas Accounting Department
130 E RANDOLPH DRIVE 701 East 22nd Street
CHICAGO IL, 60601 Lombard, Illinois 60148
PAYMENTS:
NATURAL GAS PIPELINE COMPANY OF AMERICA
Attention: Controller
701 East 22nd Street
Lombard, Illinois 60148
<PAGE>
8. The above stated Rate Schedule, as revised from time to time, controls this
Agreement and is incorporated herein. The attached Exhibits A, B, and C (for
firm service only) are a part of this Agreement. Natural AND SHIPPER
ACKNOWLEDGE THAT THIS AGREEMENT IS SUBJECT TO THE PROVISIONS OF Natural'S FERC
GAS TARIFF AND APPLICABLE FEDERAL LAW. TO THE EXTENT THAT STATE LAW IS
APPLICABLE, Natural AND SHIPPER EXPRESSLY AGREE THAT THE LAWS OF THE STATE OF
ILLINOIS SHALL GOVERN THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF
THIS CONTRACT, EXCLUDING, HOWEVER, ANY CONFLICT OF LAWS RULE WHICH WOULD APPLY
THE LAW OF ANOTHER STATE. This Agreement states the entire agreement between
the parties and no waiver, representation, or agreement shall affect this
Agreement unless it is in writing. Shipper shall provide the actual end user
purchaser name(s) to Natural if Natural must provide them to FERC.
AGREED TO BY:
NATURAL GAS PIPELINE COMPANY OF AMERICA THE PEOPLES GAS LIGHT &
"Natural" COKE COMPANY
"Shipper"
By: /s/ Gary R. Bartlett By: /s/ T. M. Patrick
----------------------------- --------------------
Name: Gary R. Bartlett Name: Thomas M. Patrick
---------------------------- ------------------
Title: Exec. Vice President Title: Vice President
------------------------- -----------------
<PAGE>
DATED: December 01, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: THE PEOPLES GAS LIGHT & COKE COMPANY
CONTRACT: 110381
RECEIPT POINT/S
County/Parish PIN MDQ
Name/Location Area State No. Zone (MMBtu/d)
- ------------- ------------ ----- ---- ---- ---------
PRIMARY RECEIPT POINT/S
1. NNG/NGPL MILLS MILLS IA 203 07 146071
INTERCONNECT WITH NORTHERN NATURAL
GAS COMPANY IN SEC. 26-T72N-R43W,
MILLS COUNTY, IOWA.
2. N BORDER/NGPL HARPER KEOKUK KEOKUK IA 8090 09 63929
INTERCONNECT WITH NORTHERN BORDER
PIPELINE COMPANY ON TRANSPORTER'S
AMARILLO MAINLINE IN SEC. 30-T76N-R10W,
KEOKUK COUNTY, IOWA.
SECONDARY RECEIPT POINT/S
All secondary receipt point, and the related priorities and volumes, as provided
under the Tariff provisions governing this Agreement.
RECEIPT PRESSURE, ASSUMED ATMOSPHERIC PRESSURE
Natural gas to be delivered to Natural at the Receipt Point/s shall be at a
delivery pressure sufficient to enter Natural's pipeline facilities at the
pressure maintained from time to time, but Shipper shall not deliver gas at a
pressure in excess of the Maximum Allowable Operating Pressure (MAOP) stated for
each Receipt Point. The measuring party shall use or cause to be used an
assumed atmospheric pressure corresponding to the elevation at such Receipt
Point/s.
RATES
Except as provided to the contrary in any written agreement(s) between the
parties in effect during the term hereof, Shipper shall pay Natural the maximum
rate and all other lawful charges as specified in Natural's applicable rate
schedule.
FUEL GAS AND GAS LOST AND UNACCOUNTED FOR PERCENTAGE (%)
Shipper will be assessed the applicable percentage for Fuel Gas and Gas Lost and
Unaccounted For.
<PAGE>
DATED December 01, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: THE PEOPLES GAS LIGHT & COKE COMPANY
CONTRACT: 110381
TRANSPORTATION OF LIQUIDS
Transportation of liquids may occur at permitted points identified in
Natural's current Catalog of Receipt and Delivery Points, but only if the
parties execute a separate liquids agreement.
<PAGE>
DATED December 01, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: THE PEOPLES GAS LIGHT & COKE COMPANY
CONTRACT: 110381
DELIVERY POINT/S
County/Parish PIN MDQ
Name/Location Area State No. Zone (MMBtu/d)
- ------------- ------------- ----- ---- ---- ---------
PRIMARY DELIVERY POINT/S
1. NO SHORE/NGPL GRAYSLAKE LAKE LAKE IL 1 06 60000
INTERCONNECT WITH NORTH SHORE GAS
COMPANY LOCATED IN SEC. 12-T44N-R10E,
LAKE COUNTY, ILLINOIS.
2. PGLC/NGPL ROGERS PARK COOK COOK IL 4174 06 150000
INTERCONNECT WITH THE PEOPLES GAS
LIGHT AND COKE COMPANY ON TRANSPORTER'S
HOWARD STREET LINE IN SEC. 36-T41N-R13E,
COOK, COUNTY, ILLINOIS.
SECONDARY DELIVERY POINT/S
All secondary delivery points, and the related priorities and volumes, as
provided under the Tariff provisions governing this Agreement.
DELIVERY PRESSURE, ASSUMED ATMOSPHERIC PRESSURE
Natural gas to be delivered by Natural to Shipper, or for Shipper's account, at
the Delivery Point/s shall be at the pressure available in Natural's pipeline
facilities from time to time. The measuring party shall use or cause to be used
an assumed atmospheric pressure corresponding to the elevation at such Delivery
Point/s.
<PAGE>
DATED December 01,1995
EFFECTIVE DATE: December 01, 1995
COMPANY: THE PEOPLES GAS LIGHT & COKE COMPANY
CONTRACT: 110381
Pursuant to Natural's tariff, an MDQ exists for each primary transportation path
segment and direction under the Agreement. Such MDQ is the maximum daily
quantity of gas which Natural is obligated to transport on a firm basis along a
primary transportation path segment.
A primary transportation path segment is the path between a primary receipt,
delivery, or node point and the next primary receipt, delivery, or node point.
A node point is the point of interconnection between two or more of Natural's
pipeline facilities.
A segment is a section of Natural's pipeline system designated by a segment
number whereby the Shipper under the terms of their agreement based on the
points within the segment identified on Exhibit C has throughput capacity
rights.
The segment numbers listed on Exhibit C reflect this Agreement's path
corresponding to Natural's most recent Pipeline System Map which identifies
segments and their corresponding numbers. All information provided in this
Exhibit C is subject to the actual terms and conditions of Natural's Tariff.
<PAGE>
DATED December 01, 1995
EFFECTIVE DATE: December 01, 1995
COMPANY: THE PEOPLES GAS LIGHT & COKE COMPANY
CONTRACT: 110381
Segment Upstream Forward/Backward Flow Through
Number Segment Haul (Contractual) Capacity
- ------- -------- ------------------ ------------
13 0 F 0
14 13 F 146071
29 14 F 60000
30 14 F 150000
37 29 F 60000
39 37 F 60000
<PAGE>
EXHIBIT 10(g)
RATE SCHEDULE FT
FIRM TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
CONTRACT NO. T-FTS-013965
------------
THIS AGREEMENT is made effective as of the 1st day of April, 1995, by and
between:
TRUNKLINE GAS COMPANY, (hereinafter called "Trunkline"), a Delaware Corporation,
and
THE PEOPLES GAS LIGHT AND COKE COMPANY
(hereinafter called "Shipper").
Shipper represents and warrants that Shipper conforms to the requirements of 18
C.F.R.
Section 284.102 (284B - Intrastate Pipelines or
Local Distribution Companies) ---------------
Section 284.222 (284G - Interstate Pipelines)
---------------
Section 284.223 (284G - Others) X
---------------
In consideration of the mutual covenants and agreements as herein set forth,
both Trunkline and Shipper covenant and agree as follows:
ARTICLE 1 - SERVICE
Trunkline agrees to receive at the Points of Receipt and deliver at the Points
of Delivery, on a firm basis, Quantities of Natural Gas up to the following
daily Quantity (Dt), which shall constitute the Maximum Daily Quantity:
118,000 (Dt).
---------
The Maximum Daily Quantity is stated in delivered Quantities, for which received
Quantities must be adjusted for fuel usage and lost or unaccounted for Gas as
set out in the then-effective, applicable rates and charges under Trunkline's
Rate Schedule FT.
<PAGE>
RATE SCHEDULE FT (Continued)
FIRM TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
Exhibit A hereto states the Points of Receipt and Points of Delivery. Exhibit A
may be revised from time to time by written agreement between Trunkline and
Shipper and, as may be revised, is by this reference incorporated in its
entirety into this Agreement and made an integral part hereof. Shipper's
Maximum Daily Quantity shall be assigned among the primary Points of Receipt set
out on Exhibit A, as well as among the primary Points of Delivery set out on
Exhibit A. Such assignment may be changed, subject to the availability of
capacity, in accordance with the General Terms and Conditions.
ARTICLE 2 - TERM
The term of this Agreement shall commence on April 1, 1995 and shall remain
effective for a primary term of 67 months and thereafter shall continue in
effect until terminated by Trunkline or Shipper upon at least six (6) months
prior written notice by certified mail to the other, as of any date not earlier
than the date of expiration of the primary term, provided that the term of this
Agreement shall be subject to applicable provisions of Section 11 of the General
Terms and Conditions.
Trunkline shall have the right to terminate service hereunder in the following
circumstances: (1) if 18 C.F.R., Part 284 of the Commission's Regulations in
effect on the date stated above is stayed, modified or overturned by an
appellate court or by the Commission in response to the order of an appellate
court; (2) if Trunkline terminates self-implementing transportation under
Section 311 of the NGPA or Section 7 (c) of the Natural Gas Act on a general,
non-discriminatory basis; or (3) pursuant to any effective provisions for
termination of this Agreement by Trunkline as stated in Rate Schedule FT or the
General Terms and Conditions.
ARTICLE 3 - RATES AND CHARGES
For the services provided or contracted for hereunder, Shipper agrees to pay
Trunkline the then-effective, applicable rates and charges under Trunkline's
Rate Schedule FT filed with the Commission, as such rates and charges and
Schedule FT may hereafter be modified, supplemented, superseded, or replaced
generally or as to the service hereunder. Trunkline reserves the right from
time to time to unilaterally file and to make effective any such changes in the
terms or rate levels under Rate Schedule FT and the applicability thereof, the
General Terms and Conditions or any other provisions of Trunkline's Tariff,
subject to the applicable provisions of the Natural Gas Act and the Commission's
Regulations thereunder.
<PAGE>
RATE SCHEDULE FT (Continued)
FIRM TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
ARTICLE 4 - FUEL REIMBURSEMENT
In addition to collection of the rates and charges provided for in Article 3,
Trunkline shall retain, as Fuel Reimbursement, the percentage of the Quantities
delivered to Shipper hereunder, as provided pursuant to Rate Schedule FT.
ARTICLE 5 - GENERAL TERMS AND CONDITIONS
This Agreement and all terms for service hereunder are subject to the further
provisions of Rate Schedule FT and the General Terms and Conditions of
Trunkline's Tariff, as such may be modified, supplemented, superseded or
replaced generally or as to the service hereunder. Trunkline reserves the right
from time to time to unilaterally file and to make effective any such changes in
the provisions of Rate Schedule FT and the General Terms and Conditions, subject
to the applicable provisions of the Natural Gas Act and the Commission's
Regulations thereunder. Such Rate Schedule and General Terms and Conditions, as
may be changed from time to time, are by this reference incorporated in their
entirety into this Agreement and made an integral part hereof.
ARTICLE 6 - CANCELLATION OF PREVIOUS CONTRACTS
This Agreement supersedes, cancels, and terminates, as of the date(s) stated
below, the following Agreement(s) (if any) with respect to the Transportation of
Natural Gas between Trunkline and Shipper:
<PAGE>
RATE SCHEDULE FT (Continued)
FIRM TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
IN WITNESS WHEREOF, both Trunkline and Shipper have caused this Agreement to be
executed in several counterparts by their respective officers or other persons
duly authorized to do so.
THE PEOPLES GAS LIGHT AND COKE COMPANY
By: /s/ Thomas M. Patrick
---------------------
Title: Vice President
--------------
EXECUTED
----------------
TRUNKLINE GAS COMPANY
By: /s/ G. Rana
-----------
Title:
--------------------------
EXECUTED
-----------------------
<PAGE>
RATE SCHEDULE FT (Continued)
FIRM TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
EXHIBIT A
Transportation Agreement
For
Firm Service
Under Rate Schedule FT
Primary Points of Delivery
Seq. Meter
No. Delivered To Location County State No. MDDO
- --- ------------ -------- ------ ----- ----- -----
1 PEOPLES GAS (MANLO 09 21N 07E CHAMPA IL 80601 60000
2 CONSUMERS POWER 11 38N 07E ELKHAR IN 80001 58000
Description of Facilities
Atmos.
Seq. Existing/ Operated and Pres.
No. Proposed Zone Maintained by (Psia)
- --- -------- ---- ------------- ------
1 EXISTING Z-2 TRUNKLINE GAS 14.40
2 EXISTING Z-2 TRUNKLINE GAS 14.40
Secondary Points of Delivery
Shipper shall have the secondary Points of Delivery as set forth in Section 2.3
of Trunkline's Rate Schedule FT.
<PAGE>
RATE SCHEDULE FT (Continued)
FIRM TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
EXHIBIT A
Transportation Agreement
For
Firm Service
Under Rate Schedule FT
Primary Points of Receipt
MDRO
Seq. Meter (Net of Fuel
No. Received From Location County State No. Reimbursement)
- --- ------------- -------- ------- ----- ----- --------------
1 AGIP (GI 102) GI 102 OFFSHO LA 82564 50000
2 AMERADA HESS ST 20 S TIM 175 OFFSHO LA 82507 50000
3 NORCEN (SMI 268) SMI268 OFFSHO LA 80416 18000
Description of Facilities
Atmos.
Seq. Existing/ Operated and Pres.
No. Proposed Zone Maintained by (Psia)
- --- -------- ---- ------------- ------
1 EXISTING FLD TRUNKLINE GAS
2 EXISTING FLD TRUNKLINE GAS 14.70
3 EXISTING FLD TRUNKLINE GAS 14.70
Secondary Points of Receipt
Shipper shall have the secondary Points of Receipt as set forth in Section 2.2
of Trunkline's Rate Schedule FT.
<PAGE>
RATE SCHEDULE QNT
QUICK NOTICE TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
CONTRACT NO. QNT-013966
THIS AGREEMENT is made effective as of the 1st day of December, 1995, by and
between:
TRUNKLINE GAS COMPANY, (hereinafter called "Trunkline"), a Delaware Corporation,
and
THE PEOPLES GAS LIGHT AND COKE COMPANY
(hereinafter called "Shipper").
Shipper represents and warrants that Shipper conforms to the requirements of 18
C.F.R.
Section 284.102 (284B - Intrastate Pipelines or
Local Distribution Companies)
--------------
Section 284.222 (284G - Interstate Pipelines)
--------------
Section 284.223 (284G - Others) X
--------------
In consideration of the mutual covenants and agreements as herein set forth,
both Trunkline and Shipper covenant and agree as follows:
ARTICLE 1 - SERVICE
Trunkline agrees to receive at the Points of Receipt and deliver at the
Points of Delivery, on a firm basis, Quantities of Natural Gas up to the
following daily Quantity (Dt), which shall constitute the Maximum Daily
Quantity:
50,000 (Dt).
---------
The Maximum Daily Quantity is stated in delivered Quantities, for which
received Quantities must be adjusted for fuel usage and lost or unaccounted for
Gas as set out in the then-effective, applicable rates and charges under
Trunkline's Rate Schedule QNT.
<PAGE>
RATE SCHEDULE QNT (Continued)
QUICK NOTICE TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
ARTICLE 7 - NOTICES
The Post Office addresses of both Trunkline and Shipper are as follows:
TRUNKLINE
Payment: Trunkline Gas Company
Attn: Cash Management
P. O. Box 1311
Houston, Texas 77251-1311
Nomination and
Scheduling: Trunkline Gas Company
Attn: Nominations and Allocations
P. O. Box 1642
Houston, Texas 77251-1642
BUSINESS DAY, OR SATURDAY AND
SUNDAY 8 a.m. - 12 p.m. CT
Phone: (713) 627-5638
Fax: (713) 627-5636
ALL OTHER HOURS
Attn: Gas Control Operations
Phone: (713) 627-5621
Pipeline Emergencies: Trunkline Gas Company
(Not to be used for Attn: Gas Control
any other purpose) P. O. Box 1642
Houston, Texas 77251-1642
Phone: (713) 627-5621
Toll Free: 1-800-225-3913
Texas only: 1-800-221-1084
Other: Trunkline Gas Company
Attn: Marketing Operations
P. O. Box 1642
Houston, Texas 77251-1642
Phone: (713) 627-4707
Fax: (713) 627-4752
<PAGE>
RATE SCHEDULE QNT (Continued)
QUICK NOTICE TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
IN WITNESS WHEREOF, both Trunkline and Shipper have caused this Agreement
to be executed in several counterparts by their respective officers or other
persons duly authorized to do so.
THE PEOPLES GAS LIGHT AND COKE COMPANY
By: /s/ Thomas M. Patrick
------------------------------
Title: Vice President
------------------------------
EXECUTED -----------------------------
TRUNKLINE GAS COMPANY
By: /s/ G. Rana
------------------------------
Title: ------------------------------
EXECUTED -----------------------------
<PAGE>
RATE SCHEDULE QNT (Continued)
FIRM TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
EXHIBIT A
Transportation Agreement
For
Firm Service
Under Rate Schedule QNT
Primary Points of Delivery
Seq. Meter
No. Delivered To Location County State No. MDDO
- --- ------------------ ---------- ------ ----- ----- -----
1 PEOPLES GAS (MANLO 09 21N 07E CHAMPA IL 80601 50000
Description of Facilities
Atmos.
Seq. Existing/ Operated and Pres.
No. Proposed Zone Maintained by (Psia)
- --- -------- ---- ------------- ------
1 EXISTING Z-2 TRUNKLINE GAS 14.40
Secondary Points of Delivery
Shipper shall have the secondary Points of Delivery as set forth in Section 2.3
of Trunkline's Rate Schedule QNT.
<PAGE>
RATE SCHEDULE QNT (Continued)
FIRM TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
EXHIBIT A
Transportation Agreement
For
Firm Service
Under Rate Schedule QNT
Primary Points of Receipt
MDRO
Seq. Meter (Net of Fuel
No. Received From Location County State No. Reimbursement)
- --- ------------- ---------- ------ ----- ----- --------------
1 EXXON (ST 165) ST 165/170 OFFSHO LA 80274 50000
Description of Facilities
Atmos.
Seq. Existing/ Operated and Pres.
No. Proposed Zone Maintained by (Psia)
- --- -------- ---- ------------- ------
1 EXISTING FLD TRUNKLINE GAS 14.70
Secondary Points of Receipt
Shipper shall have the secondary Points of Receipt as set forth in Section 2.2
of Trunkline's Rate Schedule QNT.
<PAGE>
EXHIBIT 10(i)
RATE SCHEDULE QNT
QUICK NOTICE TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
CONTRACT NO. T-FTS-013967
------------
THIS AGREEMENT is made effective as of the 1st day of December, 1995, by
and between:
TRUNKLINE GAS COMPANY, (hereinafter called "Trunkline"), a Delaware
Corporation,
and
THE PEOPLES GAS LIGHT AND COKE COMPANY
(hereinafter called "Shipper").
Shipper represents and warrants that Shipper conforms to the requirements of 18
C.F.R.
Section 284.102 (284B - Intrastate Pipelines or
Local Distribution Companies) ----------
Section 284.222 (284G - Interstate Pipelines) ----------
Section 284.223 (284G - Others) X
----------
In consideration of the mutual covenants and agreements as herein set forth,
both Trunkline and Shipper covenant and agree as follows:
ARTICLE 1 - SERVICE
Trunkline agrees to receive at the Points of Receipt and deliver at the
Points of Delivery, on a firm basis, Quantities of Natural Gas up to the
following daily Quantity (Dt), which shall constitute the Maximum Daily
Quantity:
150,000 (Dt).
--------------
The Maximum Daily Quantity is stated in delivered Quantities, for which
received Quantities must be adjusted for fuel usage and lost or unaccounted for
Gas as set out in the then-effective, applicable rates and charges under
Trunkline's Rate Schedule QNT.
<PAGE>
RATE SCHEDULE QNT (Continued)
QUICK NOTICE TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
SHIPPER
Billing: THE PEOPLES GAS LIGHT AND COKE COMPANY
122 S. MICHIGAN AVE., ROOM 915
CHICAGO , IL 60603
Attn: MR. ECKHARD BLAUMUELLER 312-431-7057
Nomination and THE PEOPLES GAS LIGHT AND COKE COMPANY
Scheduling: (1) 122 S. MICHIGAN
ROOM 915
CHICAGO , IL 60603-6156
Attn: JERRY SLECHTA 312-431-4362
All Other: THE PEOPLES GAS LIGHT AND COKE COMPANY
122 S. MICHIGAN AVE., ROOM 915
CHICAGO , IL 60603
Attn: MR. ECKHARD BLAUMUELLER 312-431-7057
(1) Please provide street address in addition to mailing address.
<PAGE>
RATE SCHEDULE QNT (Continued)
QUICK NOTICE TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
IN WITNESS WHEREOF, both Trunkline and Shipper have caused this Agreement
to be executed in several counterparts by their respective officers or other
persons duly authorized to do so.
THE PEOPLES GAS LIGHT AND COKE COMPANY
By: /s/ Thomas M. Patrick
--------------------------------
Title: Vice President
--------------------------------
EXECUTED ---------------------------------
TRUNKLINE GAS COMPANY
By: /s/ G. Rana
--------------------------------
Title: --------------------------------
EXECUTED --------------------------------
<PAGE>
RATE SCHEDULE QNT (Continued)
FIRM TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
EXHIBIT A
Transportation Agreement
For
Firm Service
Under Rate Schedule QNT
Primary Points of Delivery
Seq. Meter
No. Delivered To Location County State No. MDDO
- --- ------------------ ---------- ------ ----- ------ ------
1 MIDWESTERN GAS TRA 16 21N 13W VERMIL IL 80014 150000
Description of Facilities
Atmos.
Seq. Existing/ Operated and Pres.
No. Proposed Zone Maintained by (Psia)
- --- -------- ---- ------------- ------
1 EXISTING Z-2 TRUNKLINE GAS 14.40
Secondary Points of Delivery
Shipper shall have the secondary Points of Delivery as set forth in Section 2.3
of Trunkline's Rate Schedule QNT.
<PAGE>
RATE SCHEDULE QNT (Continued)
FIRM TRANSPORTATION SERVICE
FORM OF SERVICE AGREEMENT
EXHIBIT A
Transportation Agreement
For
Firm Service
Under Rate Schedule QNT
Primary Points of Receipt
Seq. Meter
No. Delivered To Location County State No. MDDO
- --- --------------- ---------- ------ ----- ----- ------
1 CONSUMERS POWER 11 38N 07E ELKHAR IL 80001 150000
Description of Facilities
Atmos.
Seq. Existing/ Operated and Pres.
No. Proposed Zone Maintained by (Psia)
- --- -------- ---- ------------- ------
1 EXISTING Z-2 TRUNKLINE GAS 14.40
Secondary Points of Receipt
Shipper shall have the secondary Points of Receipt as set forth in Section 2.2
of Trunkline's Rate Schedule QNT.
<PAGE>
EXHIBIT 12
THE PEOPLES GAS LIGHT AND COKE COMPANY AND SUBSIDIARY COMPANIES
STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Thousands)
<TABLE>
<CAPTION>
Fiscal years ended September 30,
- ------------------------------------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Income Before Preferred
Stock Dividends $ 53,666 $ 63,825 $ 64,355 $ 58,946 $ 61,763
Add -- Income Taxes 28,164 30,429 32,951 29,051 31,698
Fixed Charges (see below) 46,586 41,352 37,931 40,347 41,908
- ------------------------------------------------------------------------------------------------------------------------
Earnings $128,416 $135,606 $135,237 $128,344 $135,369
- ------------------------------------------------------------------------------------------------------------------------
Fixed Charges:
Interest on Long-Term Debt $39,758 $ 38,029 $ 34,907 $ 36,026 $ 36,863
Interest on Interim Loans 64 896 596 59 77
Other Interest 6,015 1,738 1,812 3,595 4,252
Amortization of Debt Discount
and Expense 749 689 616 667 716
- ------------------------------------------------------------------------------------------------------------------------
Total Fixed Charges $46,586 $ 41,352 $ 37,931 $ 40,347 $ 41,908
- ------------------------------------------------------------------------------------------------------------------------
Ratio of Earnings to Fixed Charges 2.76 3.28 3.57 3.18 3.23
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED STATEMENTS OF INCOME, CONSOLIDATED BALANCE SHEETS,
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONSOLIDATED CAPITALIZATION
STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,187,149
<OTHER-PROPERTY-AND-INVEST> 5,027
<TOTAL-CURRENT-ASSETS> 326,363
<TOTAL-DEFERRED-CHARGES> 13,235
<OTHER-ASSETS> 29,707
<TOTAL-ASSETS> 1,561,481
<COMMON> 165,307
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 363,001
<TOTAL-COMMON-STOCKHOLDERS-EQ> 528,308
0
0
<LONG-TERM-DEBT-NET> 549,150
<SHORT-TERM-NOTES> 900
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 483,123
<TOT-CAPITALIZATION-AND-LIAB> 1,561,481
<GROSS-OPERATING-REVENUE> 898,943
<INCOME-TAX-EXPENSE> 28,164
<OTHER-OPERATING-EXPENSES> 780,207
<TOTAL-OPERATING-EXPENSES> 808,371
<OPERATING-INCOME-LOSS> 90,572
<OTHER-INCOME-NET> 8,931
<INCOME-BEFORE-INTEREST-EXPEN> 99,503
<TOTAL-INTEREST-EXPENSE> 45,837
<NET-INCOME> 53,666
0
<EARNINGS-AVAILABLE-FOR-COMM> 53,666
<COMMON-STOCK-DIVIDENDS> 56,584
<TOTAL-INTEREST-ON-BONDS> 39,758
<CASH-FLOW-OPERATIONS> 201,405
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
