PART III
ITEM 1. INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
I Articles of Incorporation, as amended 20
II Article of Amendment of the Certificate 26
of Incorporation (11/01/64)
III Articles of Amendment to the 29
Articles of Incorporation (10/29/96)
IV Bylaws, as amended 32
V Agreement, dated January 6, 1997, 36
between Rocky Mountain Power Co.
and Prime Rate Investment Management
Enterprises, Inc.
VI Consent of Accountant (RMPC) 37
VII Consent of Accountant (PRIME) 38
27 Financial Data Schedule 39
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EXHIBIT I
ARTICLES OF INCORPORATION
OF
ROCKY MOUNTAIN POWER CO.
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned,
XXXXXXXX XXXX, XXXXX XXXXXXXX, and XXXXXXX XXXXXXX, hereby
associate ourselves together for the purpose of becoming a
body politic and corporate under and by virtue of the laws
of the State of Colorado, and do hereby make, sign, execute,
and acknowledge this certificate in writing of our intention
so to become a body corporate, and do hereby certify:
ARTICLE I
The name of this corporation shall be:
ROCKY MOUNTAIN POWER CO.
ARTICLE II
The objects, powers, and purposes of the corporation shall be:
1. To carry on the general business of the generation, transmission,
distribution, and sale of electric current to towns, cities, other
power companies, and the general public for heating, lighting,
power, and other purposes.
2. To take, acquire, appropriate, purchase, sell, store, supply,
furnish, and otherwise deal in water for irrigation, manufacturing,
industrial, mining, domestic, and other purposes.
3. To acquire, build, construct, own, maintain, and operate all
necessary and convenient lands, buildings, structures, dams,
machinery, poles, wires, and other devices and property incident to
the foregoing objects and to obtain such licenses, permits, and
franchises from federal and state authorities and others as may be
incident thereto.
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4. To borrow money or incur debts for any purpose of the corporation
and secure the same by mortgage, pledge, or otherwise, and issue
therefor promissory notes, debentures, or other obligations, to
loan money upon property, both real and personal, and to take notes
and encumbrances secured by real and personal property.
5. To purchase, hold, sell, assign, transfer, mortgage, pledge, or
otherwise dispose of, or deal in, any bonds, stock, loans or other
securities or evidences of indebtedness created or issued by any
other corporation or corporations, association, or partnership of
the State of Colorado, or of any other state, territory or country,
and while owner thereof, to exercise all the rights, powers and
privileges of ownership.
6. To purchase, acquire, hold, own, mortgage, pledge, lease, sell,
assign, transfer, invest, trade and deal in, goods, wares,
merchandise and all other kinds of personal property.
7. To carry out all or any part of the foregoing objects as principal,
factor, agent, contractor or otherwise, either alone or in
conjunction with any person, firm, partnership, association, or any
other corporation, and in carrying on its business and for the
purpose of attaining or furthering any of its objects, to make and
perform such contracts of any kind and description, to do such
acts and things, and to exercise any and all such powers as a
natural person could lawfully make, perform, do or exercise.
8. To conduct business and carry out all or any part of the foregoing
objects and powers in any of the state, territories, colonies,
or dependencies of the United States, in the District of Columbia,
and in any and all foreign countries.
9. To exercise any and all powers conferred by law upon corporations
organized under the laws of Colorado.
The foregoing enumeration of the objects, powers and purposes
of the corporation is not intended as a limitation upon its powers
and objects of our corporation and shall not be construed or held
to prohibit or limit the exercise
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of any other and further rights and powers which may now or
hereafter be allowed or permitted by law to a corporation.
ARTICLE III
This corporation shall have perpetual existence.
ARTICLE IV
The total number of shares of all classes of stock which this
corporation shall have authority to issue is 600,000 shares
including 200,000 shares of common stock without par value and
400,000 shares of cumulative preferred stock with a par value of
$1 per share. The designation, powers, preferences, and rights,
and the qualifications, limitations, or restrictions thereof, in
respect to the classes of stock of the corporation are as follows:
Section 1. The holders of the cumulative preferred stock shall
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be entitled to receive out of surplus of net profits of the
corporation, but only when declared by the Board of Directors,
dividends at the rate of, but not exceeding, six cents ($.06) per
share per annum, payable quarterly on the first days of January,
April, July, and October in each year.
Section 2. Upon dissolution or liquidation of the corporation
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the holder of each share of preferred stock shall be entitled to
receive and shall be paid an amount not to exceed $1.00 per share
plus an amount equal to all dividends accrued and unpaid on each
share before any sum shall be paid to or distributed among the
holders of the common stock. After the payment to the holders of
the preferred stock of the full preferential amounts payable to
them as aforesaid, any and all assets of the corporation then
remaining shall be available for distribution pro rata among the
holders of the common stock, according to the number of shares
held by each of them respectively.
Section 3. All or any part of the shares of preferred stock
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shall be subject to redemption at the option of the Board of
Directors of the corporation on any dividend payment date, upon
thirty days' notice by mail to the holders of shares intended to
be redeemed, at their respective addresses appearing on the stock
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books of the corporation, at $1.00 per share. If it is
intended at any time to redeem fewer than all of the shares of
preferred stock then outstanding, shares shall be selected for
redemption by lot in such manner as shall from time to time be
determined by the Board of Directors. At any time after the notice
of intention to redeem has been mailed as herein provided, the
corporation may deposit the aggregate redemption price with a
bank or trust company in the City and County of Denver, State of
Colorado, named in said notice, payable in the amounts aforesaid to
the respective record holders of the shares to be redeemed on
endorsement and surrender of their certificates; and upon the
making of the deposit, said holders shall cease to be stockholders
with respect to said shares, and from and after the making of the
deposit, said holders shall have no interest in or claim against
the corporation with respect to said shares, but shall be entitled
only to receive said monies from said bank or trust company without
interest. Any monies unclaimed at the end of six years from the
date of said deposit shall be repaid to the corporation. Shares of
preferred stock from time to time redeemed shall be forthwith
cancelled and shall not be reissued.
Section 4. The common stock shall have the sole and exclusive
----------
right to vote on all questions, including the election of directors,
and the holders thereof shall be entitled to one vote for each share
of stock held.
Section 5. As long as any share of preferred stock remains
outstanding, the following conditions shall control:
A. Article IV of the Articles of Incorporation shall not
be amended, changed, or altered in any respect without the consent
in writing of the preferred stockholders representing a majority of
the then issued and outstanding preferred stock.
B. No dividend other than stock dividends shall be
declared or paid on the common stock except when the Board of
Directors shall have declared and paid, or set apart for payment;
dividends at the rate aforesaid on the preferred stock for all
prior periods for which such dividends shall have been cumulative
and shall have appropriated and set apart a sum sufficient for
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the payment of dividends on the preferred stock for the then
current dividend period.
C. A determination as to whether the requisite criteria
are met for the declaration and payment of dividends on common
stock, pursuant to this Article shall be made by the Board of
Directors, which determination or determinations, in the absence
of fraud, shall be conclusive.
Section 6. No holder of common or preferred stock shall have any
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preemptive right to subscribe to any issue of stock of this
corporation, to any securities convertible into stock, whether now
or hereafter authorized, except as follows:
After 140,000 shares of common stock have been issued, the
holders of common stock shall have the preemptive right to subscribe
for and purchase their proportionate part of additional shares of
common stock, or securities convertible into common stock, upon
their original issue by the corporation.
ARTICLE V
The corporate powers of this company shall be exercised
by a Board of Directors which shall consist of five members, and
XXXXXXXX XXXX, XXXXX XXXXXXXX, XXXXXXX XXXXXXX, XXXXXX X.
XXXXXXXXX, and XXXX X. XXXXXXXX are hereby designated as directors
who shall manage the affairs of said corporation for the first year
of its existence and until their successors are elected and
qualified.
ARTICLE VI
The principal office and place of business of this
corporation shall be at Denver, Colorado, and the original stock
ledger and books of accounts shall be kept in such principal office.
ARTICLE VII
Meetings of the Board of Directors and of stockholders
may be held beyond the limits of the State of Colorado.
ARTICLE VIII
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Cumulative voting shall not be allowed in the election
of directors.
ARTICLE IX
The Board of Directors shall have power to make such
Bylaws as it may deem proper for the management of the affairs of
the company and for the purpose of carrying on all kinds of
business within the objects and purposes of this corporation.
IN WITNESS WHEREOF the said incorporators have hereunto set
their hands and seals this 22 day of September A.D. 1958.
BY (Signature) /S/ Xxxxxxxx Xxxx
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Xxxxxxxx Xxxx
BY(Signature) /S/ Xxxxx Xxxxxxxx
------------------
Xxxxx Xxxxxxxx
BY(Signature) /S/ Xxxxxxx Xxxxxxx
-------------------
Xxxxxxx Xxxxxxx
XXXXX XX XXXXXXXX
XXXX XXX XXXXXX XX XXXXXX
The foregoing instrument was acknowledged before me this
22 day of September , 1958, by XXXXXXXX XXXX, XXXXX XXXXXXXX, and
XXXXXXX XXXXXXX.
Witness my hand and official seal.
My commission expires
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/S/ Xxxxxx X. Xxxxx
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Notary Public
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EXHIBIT II
ARTICLE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
ROCKY MOUNTAIN POWER CO.
1. The Articles of Incorporation of Rocky Mountain Power Co. have
been amended as follows:
(a) The preamble to Article IV has been amended to read:
"The total number of shares of all classes of stock which this
corporation shall have authority to issue is 1,400,000 shares
including 1,000,000 shares of common stock with a par value
of $.10 a share and 400,000 shares of cumulative preferred
stock with a par value of $1.00 a share. The designation,
powers, preferences, and rights, and the qualifications,
limitations, or restrictions thereof, in respect to the classes
of stock of the corporation are as follows:"
(b) Article IV, Section 6, has been amended to read:
"Section 6. No holder of common or preferred stock shall have
any pre-emptive right to subscribe to any issue of stock of
this corporation, or any securities convertible into stock,
whether now or hereafter authorized, except as follows:
"The holders of common stock shall have the pre-emptive right
to subscribe for and purchase their proportionate part of
additional shares of common stock, or securities convertible
into common stock, upon their original issue by the
corporation, except that such pre-emptive rights are denied
with respect to 70,000 shares of the common stock of the
Company and with respect to such shares of common stock as
the Board of Directors in its discretion may determine from
time to time to issue and sell upon a bona fide public offering,
the Board of Directors to have the authority to determine what
constitutes a bona fide public offering."
2. The said amendments were adopted by the shareholders of the
corporation at a special meeting of stockholders duly and lawfully noticed
and convened in Denver, Colorado, at 2:00 o'clock P.M. on October 12, 1964.
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3. The number of shares of common no par value stock of the
corporation outstanding on October 12, 1964 and entitled to vote at said
special stockholders meeting was 189,915.
4. At said meeting 165,090 shares of the common no par value stock
were voted in favor of the adoption of the above and foregoing amendments
and each of them. No shares of the common no par value stock were voted
against said amendments.
5. Article IV, Section 5, provides that "as long as any shares of
preferred stock remains outstanding * * * Article IV shall not be amended,
changed or altered in any respect without the consent in writing of the
preferred stockholders representing a majority of the then issued and
outstanding preferred stock." Stockholders holding 183,131 shares of the
6% cumulative preferred par value $1.00 stock of the corporation,
constituting a majority of the 343,193 shares of issued and outstanding
preferred stock, have indicated in writing their consent to the adoption
of the above and foregoing amendments and each of them. None of the
holders of said preferred shares withheld consent or disapproved said
amendment.
6. The manner of exchange, reclassification and cancellation of the
200,000 shares of common no par value stock of said corporation theretofore
authorized is fully set forth in the following resolution:
"RESOLVED, that the present outstanding 200,000 shares of
no par common stock of Rocky Mountain Power Co. be
reconstituted and reclassified into 200,000 shares of
common stock with a par value of $.10 a share and said
stock be considered a part of the 1,000,000 shares of
common stock authorized by Article IV of the Articles
of Incorporation, as amended, and that all certificates
of no par common stock of the Company shall be promptly
surrendered to the Company for cancellation and that new
certificates representing the reconstituted and
reclassified shares in like numbers shall be issued to
such registered holders."
The above resolution was adopted by an affirmative vote of 165,090
shares of said common no par value stock. No shares were voted against.
The consent in writing to the adoption of the foregoing resolution has
been given by the holders of 183,131 shares of the 6% cumulative, par
value $1.00 stock of the corporation constituting a majority of the
issued and outstanding preferred stock. There was on October 12, 1964,
343,193 shares of said preferred stock issued and outstanding.
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7. Said amendment effects a change in the amount of stated capital of
Rocky Mountain Power Co. from 200,000 shares of common stock without par
value to 1,000,000 shares of common stock of the par value of ten cents
($.10) per share. The preferred stock remains unchanged or unaffected in
any respect. The stated capital of this corporation as changed by said
amendments is $500,000.00.
IN WITNESS WHEREOF, this certificate has been executed in
duplicate this 1st day of November, 1964, by the President and Assistant
Secretary of said corporation.
(Registrant) ROCKY MOUNTAIN POWER CO.
BY (Signature) /S/ Xxxxxxx X. Xxxxxxx
(Date)
(Name and Title) Xxxxxxx X. Xxxxxxx, President
ATTEST:
BY (Signature) /S/ X. X. Xxxxxxxx
(Date)
(Name and Title) X. X. Xxxxxxxx, Assistant Secretary
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EXHIBIT III
Mail to: Secretary of State For office use only
Corporations Section
0000 Xxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
(000) 000-0000
MUST BE TYPED Fax (000) 000-0000
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
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ARTICLES OF AMENDMENT
Please Include a typed TO THE
self-addressed envelope ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is Rocky Mountain Power Co.
------------------------------------
SECOND: The following amendment to the Articles of Incorporation was adopted
on October 29, 1996, as prescribed by the Colorado Business Corporation
------------------------
Act, in the manner marked with an X below:
[ ] No shares have been issued or Directors Elected - Action by
Incorporators
[ ] No shares have been issued by Directors Elected - Action by Directors
[ ] Such amendment was adopted by the board of directors where shares have
been issued
[X] Such amendment was adopted by a vote of the shareholders. The number
of shares
voted for the amendment was sufficient for approval.
See Exhibit "A" attached hereto.
THIRD: The manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:
Each share of issued and outstanding $0.10 par value common stock is
converted into one share of $0.05 par value common stock.
If these amendments are to have a delayed effective date, please list that
date:
----------------------
(Not to exceed (90) days from the date of filing)
(Registrant) Rocky Mountain Power Co.
------------------------------
BY(Signature) /S/ Xxxxxxx X. Xxxxxxxxxx
(Name and Title) Xxxxxxx X. Xxxxxxxxxx Its President
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ARTICLE IV
The total number of shares of all classes of stock which this corporation
shall have authority to issue is 100,200,000 which shall include 200,000 shares
of cumulative preferred stock with a par value of $25.00 per share and
100,000,000 shares of common stock, with a par value of five cents per share.
Designation, preferences, limitations and relative rights of each class shall
be as follows:
Section 1: The holders of the cumulative preferred stock shall be entitled to
receive out of the surplus or the earnings and profits of the corporation, but
only when declared by the Board of Directors, dividends at the rate of $1.50
per share per annum. Any dividends which are payable, but not paid, upon the
preferred stock shall be cumulated. The holders of the common stock shall be
entitled to receive out of the surplus or the earnings and profits of the
corporation, such dividends as may be declared from time to time by the Board
of Directors, but no dividend shall be declared or paid on the common stock
unless all dividends, current and cumulated, have been paid on, or otherwise
provided for, the preferred stock.
Section 2: All or part of the shares of preferred stock shall be subject to
redemption at the option of the Board of Directors of the Corporation upon
thirty (30) days notice by mail to the holders of shares intended to be
redeemed, at their respective addresses appearing on the stock books of the
corporation, at the par value of such stock, without premium, plus an amount
equal to all dividends accrued and unpaid on such stock. If it is intended
at any time to redeem fewer than all of the shares of preferred stock then
outstanding, shares shall be selected for redemption by lot in such manner
as shall be determined by the Board of Directors. At any time after the
notice of intention to redeem has been mailed as herein provided, the
corporation may deposit the aggregate redemption price with any bank or trust
company in the City and County of Denver, State of Colorado, named in said
notice, payable in the amounts aforesaid to the respective record holders of
the shares to be redeemed on endorsement and surrender of their certificates.
Upon the making of the deposit, said holders shall cease to be stockholders
with respect to said shares and from and after the making of the deposit,
said holders shall have no interest in or claim against the corporation with
respect to said shares, but shall be entitled only to receive said monies
from said bank or trust company without interest. Any monies unclaimed at
the end of six years from the date of said deposit shall be repaid to the
corporation. Shares of preferred stock from time to time redeemed shall be
forthwith cancelled and shall not be reissued.
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Section 3. Upon dissolution or liquidation of the corporation the holder of
each share of preferred stock shall be entitled to receive and shall be paid
an amount not to exceed $25.00 per share plus an amount equal to all dividends
accrued and unpaid on each share before any sum shall be paid to or
distributed to the holders of the common stock. After the payment to the
holders of the preferred stock of the full preferential amounts payable to
them as aforesaid, any and all assets of the corporation then remaining shall
be distributed pro-rata among the holders of the common stock, according to
the number of shares held by each of them.
Section 4. The common stock shall have sole and exclusive right to vote on
all questions, including the election of directors, and the holders thereof
shall be entitled to one vote for each share of stock held.
Section 5. No holder of common or of preferred stock shall have any
preemptive right to subscribe to any issue of stock of this corporation, or
any securities convertible into stock, whether now or hereafter authorized.
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