Exhibit 4(a)-5a
ARTICLES OF MERGER
OF
ENSERCH MERGER CORP.
with and into
ENSERCH CORPORATION
Pursuant to the provisions of Article 5.04 of the Texas
Business Corporation Act, the undersigned corporations adopt the
following Articles of Merger for the purpose of merging ENSERCH
Merger Corp. with and into ENSERCH Corporation:
ARTICLE I
The Amended and Restated Agreement and Plan of Merger, dated
as of April 13, 1996, attached hereto as Annex I is incorporated
herein by reference for all purposes. The Plan of Merger has
been approved by the shareholders of each of the undersigned
corporations in the manner prescribed by the Texas Business
Corporation Act.
ARTICLE II
As to each of the undersigned corporations, the number of
shares outstanding and the number of shares voted for and against
the Plan of Merger were as follows:
Name of Number of Shares Number of Shares Voted
Corporation Outstanding FOR AGAINST
----------- ---------------- --- -------
ENSERCH Corporation 69,527,645 56,012,677 257,786
ENSERCH Merger Corp. 1,000 1,000 0
No outstanding shares of either corporation were entitled to
vote as a class on the Plan of Merger.
ENSERCH CORPORATION
By: /s/ Illegible
-----------------------
An Authorized Officer
ENSERCH MERGER CORP.
By: /s/ Illegible
-----------------------
An Authorized Officer
CERTIFICATION OF ACCOUNT STATUS
THE STATE OF TEXAS
COUNTY OF XXXXXX
I, Xxxx Xxxxx, Comptroller of Public Accounts of the State of
Texas, DO HEREBY CERTIFY that according to the records of this
office
ENSERCH MERGER CORP.
is, as of this date, in good standing with this office for the
purpose of dissolution under Article 6.01 of the Texas Business
Corporation Act, merger, or withdrawal of an out-of-state
corporation, having filed the required franchise tax reports and
paid the franchise tax computed to be due thereunder through
DECEMBER 31, 1997.
This certificate is not valid for the purpose of dissolution
under Article 6.06 of the Texas Business Corporation Act or
withdrawal of a limited liability company.
GIVEN UNDER MY HAND AND
SEAL OF OFFICE in the
City of Austin, this
4th day of August, 1997 A.D.
/s/ Xxxx Xxxxx
XXXX XXXXX
Comptroller of Public Accounts
