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- S-4 Registration of securities issued in business combination transactions
- 3.1 Restated Certificate of Incorporation of Harrah's Operating Company, Inc.
- 3.2 Bylaws of Harrah's Operating Company, Inc., As Amended
- 3.3 Certificate of Incorporation of Harrah's Entertainment, Inc., As Amended
- 3.4 Bylaws of Harrah's Entertainment, Inc. As Amended
- 3.5 Articles of Incorporation of California Clearing Corporation
- 3.6 Bylaws of California Clearing Corporation
- 3.7 Certificate of Incorporation of Bally's Midwest Casino, Inc.
- 3.8 Bylaws of Bally's Midwest Casino, Inc.
- 3.9 Certificate of Incorporation of Bally's Operator, Inc.
- 3.10 Bylaws of Bally's Operator, Inc.
- 3.11 Certificate of Incorporation of Caesars Palace Corporation
- 3.12 Bylaws of Caesars Palace Corporation
- 3.13 Certificate of Incorporation of Harrah's International Holding Company, Inc.
- 3.14 Bylaws of Harrah's International Holding Company, Inc.
- 3.15 Certificate of Incorporation of Sheraton Tunica Corporation
- 3.16 Bylaws of Sheraton Tunica Corporation
- 3.17 Certificate of Formation of Ajp Holdings, LLC
- 3.18 Operating Agreement of Ajp Holdings, LLC
- 3.19 Certificate of Formation of Ajp Parent, LLC
- 3.20 Operating Agreement of Ajp Parent, LLC
- 3.21 Certificate of Formation of Biloxi Hammond, LLC
- 3.22 Operating Agreement of Biloxi Hammond, LLC
- 3.23 Certificate of Formation of Biloxi Village Walk Development, LLC
- 3.24 Operating Agreement of Biloxi Village Walk Development, LLC
- 3.25 Certificate of Formation of Chester Facility Holding Company, LLC
- 3.26 Operating Agreement of Chester Facility Holding Company, LLC
- 3.27 Certificate of Formation of Harrah's Chester Downs Investment Company, LLC
- 3.28 Amended and Restated Operating Agreement of Harrah's Chester Downs Investment Co
- 3.29 Certificate of Formation of Harrah's Maryland Heights LLC, As Amended
- 3.30 Amended and Restated LTD. Liability Co. Agm't of Harrah's Maryland Heights LLC
- 3.31 Certificate of Formation of Harrah's MH Project, LLC
- 3.32 Operating Agreement of Harrah's MH Project, LLC
- 3.33 Certificate of Formation of Harrah's Operating Company Memphis, LLC
- 3.34 Operating Agreement of Harrah's Operating Company Memphis, LLC
- 3.35 Certificate of Formation of Harrah's Shreveport/bossier City Holding Company
- 3.36 LTD. Liability Company Agm't of Harrah's Shreveport/bossier City Holding Company
- 3.37 Certificate of Formation of Harrah's Shreveport/bossier City Investment Company
- 3.38 Operating Agreement of Harrah's Shreveport/bossier City Investment Company, LLC
- 3.39 Certificate of Formation of Harrah's Sumner Investment Company, LLC
- 3.40 Operating Agreement of Harrah's Sumner Investment Company, LLC
- 3.41 Certificate of Formation of Harrah's Sumner Management Company, LLC
- 3.42 Operating Agreement of Harrah's Sumner Management Company, LLC
- 3.43 Certificate of Formation of Harrah's West Warwick Gaming Company, LLC
- 3.44 Certificate of Incorporation of Horseshoe Gaming Holding, LLC
- 3.45 Operating Agreement of Horseshoe Gaming Holding, LLC
- 3.46 Certificate of Formation of JCC Holding Company II, LLC
- 3.47 Operating Agreement of JCC Holding Company II, LLC
- 3.48 Certificate of Formation of Koval Holdings Company, LLC
- 3.49 Operating Agreement of Koval Holdings Company, LLC
- 3.50 Certificate of Formation of Reno Crossroads, LLC
- 3.51 Amended and Restated Operating Agreement of Reno Crossroads, LLC
- 3.52 Certificate of Formation of Village Walk Construction, LLC
- 3.53 Operating Agreement of Village Walk Construction, LLC
- 3.54 Certificate of Formation of Winnick Parent, LLC
- 3.55 Certificate of Formation of Winnick Holdings, LLC
- 3.56 Amended and Restated Operating Agreement of Winnick Holdings, LLC
- 3.57 Amended and Restated Certificate of Limited Partnership of Bally's Olympia
- 3.58 Limited Partnership Agreement of Bally's Olympia Limited Partnership
- 3.59 Amended and Restated Articles of Incorporation of Caesars World, Inc.
- 3.60 Amended and Restated Bylaws of Caesars World, Inc.
- 3.61 Articles of Incorporation of Southern Illinois Riverboat/casino Cruises, Inc.
- 3.62 Bylaws of Southern Illinois Riverboat/casino Cruises, Inc.
- 3.63 Articles of Incorporation of Casino Computer Programming, Inc.
- 3.64 Bylaws of Casino Computer Programming, Inc.
- 3.65 Articles of Incorporation of Roman Entertainment Corporation of Indiana
- 3.66 Bylaws of Roman Entertainment Corporation of Indiana
- 3.67 Certificate of Incorporation of Roman Holding Corporation of Indiana
- 3.68 Bylaws of Roman Holding Corporation of Indiana
- 3.69 Restated Articles of Organization of Caesars Riverboat Casino, LLC
- 3.70 Amended and Restated Operating Agreement of Caesar's Riverboat Casino, LLC
- 3.71 Articles of Incorporation of Horseshoe Hammond, LLC, As Amended
- 3.72 Operating Agreement of Horseshoe Hammond, LLC
- 3.73 Articles of Incorporation of Players Bluegrass Downs, Inc.
- 3.74 Bylaws of Players Bluegrass Downs, Inc.
- 3.75 Articles of Organization of Harrah's Bossier City Investment Company, LLC
- 3.76 Limited Liability Company Agreement of Harrah's Bossier City Investment Company
- 3.77 Articles of Organization of Horseshoe Shreveport, LLC
- 3.78 Second Amended and Restated Articles of Organization of Jazz Casino Company, LLC
- 3.79 Second Amended and Restated Operating Agreement of Jazz Casino Company, LLC
- 3.80 Articles of Organization of JCC Fulton Developement, LLC, As Amended
- 3.81 Second Amended and Restated Operating Agreement of JCC Fulton Development, LLC
- 3.82 Articles of Organization of Players Riverboat II, LLC
- 3.83 Limited Partnership Agreement of Horseshoe Entertainment
- 3.84 Articles of Incorporation of BL Development Corp.
- 3.85 Bylaws of BL Development Corp.
- 3.86 Articles of Incorporation of Gca Acquisition Subsidiary, Inc.
- 3.87 Bylaws of Gca Acquisition Subsidiary, Inc.
- 3.88 Second Amended and Restated Articles of Incorporation of Grand Casinos, Inc.
- 3.89 Amended and Restated Bylaws of Grand Casinos, Inc.
- 3.90 Second Amended and Restated Articles of Incorp. of Grand Media Buying, Inc.
- 3.91 Bylaws of Grand Media Buying, Inc.
- 3.92 Articles of Incorporation of Grand Casinos of Biloxi, LLC
- 3.93 Operating Agreement of Grand Casinos of Biloxi, LLC
- 3.94 Articles of Incorporation of Bally's Tunica, Inc.
- 3.95 Bylaws of Bally's Tunica, Inc.
- 3.96 Articles of Incorporation of East Beach Development Corporation
- 3.97 Bylaws of East Beach Development Corporation
- 3.98 Articles of Incorporation of Robinson Property Group Corp.
- 3.99 Bylaws of Robinson Property Group Corp.
- 3.100 Certificate of Formation of Grand Casinos of Mississippi, Llc-gulfport
- 3.101 LTD. Liability Co. Operating Agm't of Grand Casinos of Mississippi, Llc-gulfport
- 3.102 Articles of Organization of Harrah's North Kansas City I, LLC
- 3.103 Operating Agreement of Harrah's North Kansas City I, LLC
- 3.104 Articles of Incorporation of B I Gaming Corporation
- 3.105 Bylaws of B I Gaming Corporation
- 3.106 Articles of Incorporation of Benco, Inc., As Amended
- 3.107 Bylaws of Benco, Inc.
- 3.108 Articles of Incorporation of Caesars Entertainment Golf, Inc., As Amended
- 3.109 Bylaws of Caesars Entertainment Golf, Inc.
- 3.110 Articles of Inc. of Caesars Entertainment Akwesasne Consulting Corp., As Amended
- 3.111 Bylaws of Caesars Entertainment Akwesasne Consulting Corp.
- 3.112 Articles of Incorp. of Caesars Entertainment Canada Holding, Inc., As Amended
- 3.113 Bylaws of Caesars Entertainment Canada Holding, Inc.
- 3.114 Articles of Incorporation of Caesars Entertainment Finance Corp., As Amended
- 3.115 Bylaws of Caesars Entertainment Finance Corp.
- 3.116 Articles of Incorporation of Caesars Entertainment Retail, Inc.
- 3.117 Bylaws of Caesars Entertainment Retail, Inc.
- 3.118 Articles of Incorporation of Caesars Palace Realty Corp.
- 3.119 Bylaws of Caesars Palace Realty Corp.
- 3.120 Articles of Incorporation of Caesars Palace Sports Promotions, Inc.
- 3.121 Amended and Restated Bylaws of Caesars Palace Sports Promotions, Inc.
- 3.122 Articles of Incorporation of Caesars United Kingdom, Inc.
- 3.123 Bylaws of Caesars United Kingdom, Inc.
- 3.124 Articles of Incorporation of Caesars World Merchandising, Inc.
- 3.125 Bylaws of Caesars World Merchandising, Inc.
- 3.126 Articles of Incorporation of Cei-sullivan County Development Company
- 3.127 Bylaws of Cei-sullivan County Development Company
- 3.128 Articles of Incorporation of Consolidated Supplies, Services and Systems
- 3.129 Bylaws of Consolidated Supplies, Services and Systems
- 3.130 Articles of Incorporation of Desert Palace, Inc., As Amended
- 3.131 Bylaws of Desert Palace, Inc.
- 3.132 Articles of Incorporation of Dusty Corporation
- 3.133 Bylaws of Dusty Corporation
- 3.134 Articles of Incorporation of FHR Corporation
- 3.135 Bylaws of FHR Corporation
- 3.136 Articles of Incorporation of Flamingo-laughlin, Inc., As Amended
- 3.137 Bylaws of Flamingo-laughlin, Inc.
- 3.138 Articles of Incorporation of Harrah's Alabama Corporation
- 3.139 Amended and Restated Bylaws of Harrah's Alabama Corporation
- 3.140 Articles of Incorporation of Harrah's Arizona Corporation
- 3.141 Amended and Restated Bylaws of Harrah's Arizona Corporation
- 3.142 Articles of Incorporation of Harrah's Illinois Corporation
- 3.143 Amended and Restated Bylaws of Harrah's Illinois Corporation
- 3.144 Articles of Incorporation of Harrah's Imperial Palace Corp.
- 3.145 Bylaws of Harrah's Imperial Palace Corp.
- 3.146 Articles of Incorporation of Harrah's Interactive Investment Company
- 3.147 Amended and Restated Bylaws of Harrah's Interactive Investment Company
- 3.148 Articles of Incorporation of Harrah's Investments, Inc.
- 3.149 Amended and Restated Bylaws of Harrah's Investments, Inc.
- 3.150 Articles of Incorporation of Harrah's Kansas Casino Corporation
- 3.151 Amended and Restated Bylaws of Harrah's Kansas Casino Corporation
- 3.152 Articles of Incorporation of Harrah's Management Company, As Amended
- 3.153 Amended and Restated Bylaws of Harrah's Management Company
- 3.154 Articles of Incorporation of Harrah's Marketing Services Corporation
- 3.155 Bylaws of Harrah's Marketing Services Corporation
- 3.156 Certificate of Incorporation of Harrah's Maryland Heights Operating Company
- 3.157 Amended and Restated Bylaws of Harrah's Maryland Heights Operating Company
- 3.158 Articles of Incorporation of Harrah's New Orleans Mangement Company, As Amended
- 3.159 Amended and Restated Bylaws of Harrah's New Orleans Management Company
- 3.160 Articles of Incorporation of Harrah's Pittsburgh Management Company, As Amended
- 3.161 Amended and Restated Bylaws of Harrah's Pittsburgh Management Company
- 3.162 Articles of Incorporation of Harrah's Reno Holding Company, Inc., As Amended
- 3.163 Bylaws of Harrah's Reno Holding Company, Inc.
- 3.164 Articles of Incorporation of Harrah's Southwest Michigan Casino Corporation
- 3.165 Amended and Restated Bylaws of Harrah's Southwest Michigan Casino Corporation
- 3.166 Aricles of Incorporation of Harrah's Travel, Inc.
- 3.167 Bylaws of Harrah's Travel, Inc.
- 3.168 Articles of Incorporation of Harrah's Tunica Corporation, As Amended
- 3.169 Amended and Restated Bylaws of Harrah's Tunica Corporation
- 3.170 Articles of Incorporation of Harrah's Vicksburg Corporation, As Amended
- 3.171 Amended and Restated Bylaws of Harrah's Vicksburg Corporation
- 3.172 Articles of Incorporation of Harveys BR Management Company, Inc.
- 3.173 Bylaws of Harveys BR Management Company, Inc.
- 3.174 Articles of Incorporation of Harveys C.C. Management Company, Inc., As Amended
- 3.175 Revised Bylaws of Harveys C.C. Management Company, Inc.
- 3.176 Articles of Incorporation of Harveys Iowa Management Company, Inc.
- 3.177 Bylaws of Harveys Iowa Management Company, Inc.
- 3.178 Articles of Incorporation of HBR Realty Company, Inc.
- 3.179 Bylaws of HBR Realty Company, Inc.
- 3.180 Articles of Incorporation of HCR Services Company, Inc
- 3.181 Bylaws of HCR Services Company, Inc.
- 3.182 Articles of Incorporation of Hei Holding Company One, Inc.
- 3.183 Bylaws of Hei Holding Company One, Inc.
- 3.184 Articles of Incorporation of Hei Holding Company Two, Inc.
- 3.185 Bylaws of Hei Holding Company Two, Inc.
- 3.186 Articles of Incorporation of Las Vegas Resort Development, Inc., As Amended.
- 3.187 Bylaws of Las Vegas Resort Development, Inc.
- 3.188 Articles of Incorporation of LVH Corporation
- 3.189 Bylaws of LVH Corporation
- 3.190 Articles of Incorporation of Parball Corporation
- 3.191 Bylaws of Parball Corporation
- 3.192 Articles of Incorporation of Players Development, Inc.
- 3.193 Bylaws of Players Development, Inc.
- 3.194 Articles of Incorporation of Players Resources, Inc.
- 3.195 Bylaws of Players Resources, Inc.
- 3.196 Articles of Incorporation of Reno Projects, Inc.
- 3.197 Bylaws of Reno Projects, Inc.
- 3.198 Articles of Incorporation of Rio Development Company, Inc., As Amended
- 3.199 Bylaws of Rio Development Company, Inc., As Amended
- 3.200 Articles of Incorporation of Tele/info, Inc.
- 3.201 Bylaws of Tele/info, Inc.
- 3.202 Articles of Incorporation of Trigger Real Estate Corporation
- 3.203 Bylaws of Trigger Real Estate Corporation
- 3.204 Articles of Organization of 190 Flamingo, LLC
- 3.205 Operating Agreement of 190 Flamingo, LLC
- 3.206 Articles of Organization of Caesars India Sponsor Company, LLC
- 3.207 Operating Agreement of Caesars India Sponsor Company, LLC
- 3.208 Articles of Organization of Corner Investment Company, LLC, As Amended
- 3.209 Amended and Restated Operating Agreement of Corner Investment Company, LLC
- 3.210 Articles of Organization of DCH Exchange, LLC
- 3.211 Operating Agreement of DCH Exchange, LLC
- 3.214 Articles of Organization of Harrah's Bossier City Management Company, LLC
- 3.215 Operating Agreement of Harrah's Bossier City Management Company, LLC
- 3.216 Articles of Organization of Harrah's Chester Downs Management Company, LLC
- 3.217 Operating Agreement of Harrah's Chester Downs Management Company, LLC
- 3.218 Articles of Organization of Harrah's License Company, LLC
- 3.219 Operating Agreement of Harrah's License Company, LLC
- 3.220 Articles of Organization of Harrah's Shreveport Investment Company, LLC
- 3.221 Operating Agreement of Harrah's Shreveport Investment Company, LLC
- 3.222 Articles of Organization of Harrah's Shreveport Management Company, LLC
- 3.223 Operating Agreement of Harrah's Shreveport Management Company, LLC
- 3.224 Articles of Organization of H-bay, LLC
- 3.225 Articles of Organization of Hcal, LLC
- 3.226 Operating Agreement of Hcal, LLC
- 3.227 Articles of Organization of HHLV Management Company, LLC, As Amended
- 3.228 Operating Agreement of HHLV Management Company, LLC
- 3.229 Articles of Organization of Hole In the Wall, LLC
- 3.230 Amended and Restated Operating Agreement of Hole In the Wall, LLC
- 3.231 Articles of Organization of Horseshoe GP, LLC
- 3.232 Operating Agreement of Horseshoe GP, LLC
- 3.233 Articles of Organization of Koval Investment Company, LLC
- 3.234 Operating Agreement of Koval Investment Company, LLC
- 3.235 Articles of Organization of Las Vegas Golf Management, LLC, As Amended
- 3.236 Amended and Restated Operating Agreement of Las Vegas Golf Management, LLC
- 3.237 Articles of Organization of Nevada Marketing, LLC
- 3.238 Operating Agreement of Nevada Marketing, LLC
- 3.239 Articles of Organization of Players Holding, LLC
- 3.240 Articles of Organization of Players International, LLC
- 3.241 Articles of Organization of Players LC, LLC
- 3.242 Articles of Organization of Players Maryland Heights Nevada, LLC
- 3.243 Articles of Organization of Players Riverboat Management, LLC
- 3.244 Articles of Organization of Players Riverboat, LLC
- 3.245 Articles of Organization of Roman Empire Development, LLC
- 3.246 Articles of Organization of TRB Flamingo, LLC, As Amended
- 3.247 Amended and Restated Operating Agreement of TRB Flamingo, LLC
- 3.248 Certificate of Limited Partnership of New Gaming Capital Partnership, As Amended
- 3.249 Second Amended and Restated Limited Partnership Agreement of New Gaming Capital
- 3.250 Certificate of Incorporation of Bally's Park Place, Inc., As Amended
- 3.251 Amended and Restated Bylaws of Bally's Park Place, Inc.
- 3.252 Certificate of Incorporation of Boardwalk Regency Corporation, As Amended
- 3.253 Bylaws of Boardwalk Regency Corporation
- 3.254 Certificate of Incorporation of Caesars New Jersey, Inc., As Amended
- 3.255 Amended and Restated Bylaws of Caesars New Jersey, Inc.
- 3.256 Certificate of Incorporation of Caesars World Marketing Corporation
- 3.257 Bylaws of Caesars World Marketing Corporation
- 3.258 Certificate of Incorporation of Gnoc, Corp., As Amended
- 3.259 Bylaws of Gnoc, Corp.
- 3.260 Certificate of Incorporation of Martial Development Corp.
- 3.261 Bylaws of Martial Development Corp.
- 3.262 Certificate of Incorporation of Players Services, Inc.
- 3.263 Bylaws of Players Services, Inc.
- 3.264 Certificate of Formation of Atlantic City Country Club 1, LLC
- 3.265 Operating Agreement of Atlantic City Country Club 1, LLC
- 3.266 Articles of Organization of Harrah's NC Casino Company, LLC
- 3.267 Operating Agreement of Harrah's NC Casino Company, LLC
- 3.268 Articles of Incorporation of Harrah South Shore Corporation, As Amended
- 3.269 Amended and Restated Bylaws of Harrah South Shore Corporation
- 3.270 Certificate of Formation of Showboat Atlantic City Mezz 1, LLC
- 3.271 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 1, LLC
- 3.272 Certificate of Formation of Showboat Atlantic City Mezz 2, LLC
- 3.273 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 2, LLC
- 3.274 Certificate of Formation of Showboat Atlantic City Mezz 3, LLC
- 3.275 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 3, LLC
- 3.276 Certificate of Formation of Showboat Atlantic City Mezz 4, LLC
- 3.277 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 4, LLC
- 3.278 Certificate of Formation of Showboat Atlantic City Mezz 5, LLC
- 3.279 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 5, LLC
- 3.280 Certificate of Formation of Showboat Atlantic City Mezz 6, LLC
- 3.281 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 6, LLC
- 3.282 Certificate of Formation of Showboat Atlantic City Mezz 7, LLC
- 3.283 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 7, LLC
- 3.284 Certificate of Formation of Showboat Atlantic City Mezz 8, LLC
- 3.285 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 8, LLC
- 3.286 Certificate of Formation of Showboat Atlantic City Mezz 9, LLC
- 3.287 Amended and Restated Operating Agreement of Showboat Atlantic City Mezz 9, LLC
- 3.288 Certificate of Formation of Showboat Atlantic City Propco, LLC
- 3.289 Amended and Restated Operating Agreement of Showboat Atlantic City Propco, LLC
- 3.290 Certificate of Formation of Tahoe Garage Propco, LLC
- 3.291 Amended and Restated Operating Agreement of Tahoe Garage Propco, LLC
- 3.292 Articles of Incorporation of Harveys Tahoe Management Company, Inc.
- 3.293 Bylaws of Harveys Tahoe Management Company, Inc.
- 3.294 Articles of Incorporation of HTM Holding, Inc.
- 3.295 Bylaws of HTM Holding, Inc.
- 3.296 Articles of Incorporation of Showboat Holding, Inc.
- 3.297 Bylaws of Showboat Holding, Inc.
- 3.298 Articles of Organization of DCH Lender, LLC
- 3.299 Operating Agreement of DCH Lender, LLC
- 3.300 Articles of Organization of Durante Holdings, LLC
- 3.301 Amended and Restated Operating Agreement of Durante Holdings, LLC
- 3.302 Articles of Organization of Caesars Entertainment Development, LLC, As Amended
- 3.303 Amended and Restated Operating Agm't of Caesars Entertainment Development, LLC
- 3.304 Certificate of Incorporation of Ocean Showboat, Inc., As Amended
- 3.305 Amended and Restated Bylaws of Ocean Showboat, Inc.
- 3.306 Certificate of Formation of Showboat Atlantic City Operating Company, LLC
- 3.307 Limited Liability Company Agreement of Showboat Atlantic City Operating Co., LLC
- 12 Computation of Ratio of Earnings to Fixed Charges
- 21 Subsidiaries of Harrah's Entertainment, Inc.
- 23.1 Consent of Independent Registered Public Accounting Firm
- 25 Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Brokers
- 99.4 Form of Letter to Clients
Exhibit 3.252
CERTIFICATE OF INCORPORATION
OF
DESERT PALACE OF NEW JERSEY, INC.
THIS IS TO CERTIFY, that the undersigned incorporator does hereby constitute and form a corporation under and by virtue of the provisions of the New Jersey Business Corporation Act of the State of New Jersey.
FIRST: The name of the corporation is DESERT PALACE OF NEW JERSEY, INC.
SECOND: The location of the initial registered office in this state is One Centennial Square, Haddonfield, New Jersey, 08033. The name of the initial registered agent thereon and in charge thereof, upon whom process against this corporation may be served is[ILLEGIBLE] Service Company.
THIRD: The purposes for which this corporation is formed are:
To own and operate one or more hotel, restaurant and casino gaming facilities in Atlantic City, New Jersey.
To engage in any activity within the lawful business purposes for which corporations may be organized under the New Jersey Business Corporation Act.
FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is 1,000 shares of common stock without nominal or par value.
FIFTH: The number of directors constituting the first Board of Directors of the corporation shall be one and his name and address is G. Norton Nager, Esquire, Archer, Greiner & Read, A Professional Corporation, One Centennial Square, Haddonfield, New Jersey 08033.
SIXTH: The incorporator’s name and address is G. Norton Nager, Esquire, Archer, Greiner & Read, A Professional Corporation, One Centennial Square, Haddonfield, New Jersey.,[ILLEGIBLE].
IN WITNESS WHEREOF, the undersigned has executed and sealed this document this 27th day of May, 1977.
/s/ G. Norton Nager
Signed, Sealed and Delivered
In the presence of:
[ILLEGIBLE]
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
DESERT PALACE OF NEW JERSEY, INC.
To: | The Secretary of State |
State of New Jersey
Pursuant to the provisions of Section 14A:9-2 (4) and Section 14A:9-4 (3), the Corporations General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:
1. The name of the Corporation is Desert Palace of New Jersey, Inc.
2. The following amendment to the Certificate of Incorporation were approved by the directors and thereafter duly adopted by the shareholders of the Corporation on the 27th day of July, 1978.
RESOLVED, that Article Third of the Certificate of Incorporation be amended to read as follows:
“THIRD: The purposes for which this Corporation is formed are:
A. To conduct one or more gaming casinos in Atlantic City, New Jersey in conformity with and subject to the provisions of the New Jersey “Casino Control Act”, P.L. 1977, Chapter 110, as amended, or as may be hereafter amended (hereafter referred to as the “Casino Control Act”.)
B. To own, lease and/or operate in Atlantic City, New Jersey, hotels with related casino gaming and other appurtenant facilities, including but not limited to, sleeping units, meeting and habitation space, indoor space used for dining, entertainment and sports facilities and casino rooms in conformity with and subject to the “Casino Control Act”.
C. To engage in any and all other activities within the purposes for which corporations may be organized under the New Jersey Business Corporation Act.”
BE IT FURTHER RESOLVED, that there is hereby added to the Certificate of Incorporation Articles Seventh through Eleventh as follows:
“SEVENTH: The New Jersey Casino Control Commission (hereafter in this Certificate referred to as the “Commission” shall have the right to approve any and all transfers of the Corporation’s securities, shares or other interests in the Corporation as said terms are defined in the “Casino Control Act” and the Corporation shall have the absolute right to repurchase at the market price or the purchase price, whichever is the lesser, any security, share or other interest in the Corporation in the event that the Commission disapproves a transfer in accordance with the provisions of the “Casino Control Act”. Without limiting the foregoing, the sale, assignment, transfer, pledge or other disposition of any security issued by the Corporation is conditional and shall be ineffective if disapprove by the Commission. Every security issued by the Corporation shall bear on both sides of the Certificate evidencing such security, a statement of the restrictions imposed by the provision.
The Corporation shall exercise its right to repurchase any security as to which the Commission disapproved a transfer, within ten (10) days after receipt of notice of said disapproval from the Commission.
To the extent that the continued holding of any security of the Corporation by a holder would result[ILLEGIBLE]Corporation being no longer qualified to continue as a casino licensee in the State of New Jersey, the Corporation shall have the absolute right to repurchase the securities held by said holder at the lesser of the price paid by said holder for said securities or the market price.
“EIGHTH: Commencing on the date that the Commission serves notice upon Corporation of the determination of disqualification of any holder of Corporation’s securities Corporation to the extent set forth in the “Casino Control Act” shall not pay any dividends or interest or make any other distribution in respect of securities held by said holder and said holder shall not have the right to exercise, directly or indirectly, through any trustee, nominee or other person or entity, any right conferred by such securities or to receive any remuneration in any form from the Corporation for services rendered or otherwise. Any securities issued by the Corporation shall be deemed held subject to the aforementioned limitation.”
“NINTH: No corporation which would be defined as a Holding Company and/or Intermediary Company in respect of this Corporation or any subsidiary thereof, under the provisions of the “Casino Control Act”, shall be entitled to obtain any security, share or other interest in or of the Corporation unless said corporation is qualified to do business in the State of New Jersey and also meets all the requirements of the “Casino Control Act”, applicable to said Holding or Intermediary Company and takes all actions, including amending its Certificate of Incorporation or By-Laws to the extent required, so that said corporation meets all the requirements of the “Casino Control Act”.”
“TENTH: Articles SEVENTH though NINTH of this Certificate shall only become operative at such time as this Corporation receives licensure from the Commission to conduct casino gaming unless the “Casino Control Act” or the Commission requires any or all of said Articles to be operative prior thereto in which event the Articles required to be cooperative prior thereto shall be operative, subject to the qualification
that the Corporation, may if deemed necessary in the procurement of a casino gaming license by the Corporation declare any or all of said Articles operative, including without limitation those Articles relative to the repurchase of securities to the same extent and at the same price as if the Commission had disapproved a transfer after licensure.”
“ELEVENTH: Notwithstanding anything to the contrary contained in this Certificate, this Certificate shall be deemed to include all provisions required by the “Casino Control Act” and to the extent that anything contained herein or in the by-laws is inconsistent with said Act, the provisions of said Act shall govern. All provisions of the “Casino Control Act”, to the extent required by law to be stated in this Certificate are herewith incorporated by reference.”
3. The number of shares outstanding at the time of the adoption of the amendment was One Hundred (100). The total number of shares entitled to vote thereon was One Hundred (100).
4. The number of shares voting for and against such amendment is as follows:
NUMBER OF SHARES VOTING FOR AMENDMENT | NUMBER OF SHARES VOTING AGAINST AMENDMENT | |
100 | 0 |
Dated this 21st day of August, 1978
DESERT PALACE OF NEW JERSEY, INC. | ||
BY | /s/ MARK A. GELLER | |
MARK A. GELLER Vice President |
RESOLUTION #78-96
October 3, 1978
RESOLUTION OF THE NEW JERSEY CASINO CONTROL COMMISION APPROVING THE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF DESERT PALACE OF NEW JERSEY, INC. FOR FILING.
WHEREAS, Desert Palace of New Jersey, Inc., having applied for the approval of a certificate of amendment to its original articles of incorporation and the Commission having reviewed the proposed amendment and good cause having been shown.
NOW THEREFORE, BE IT RESOLVED by the New Jersey Casino Control Commission that:
The certificate of amendment to the certificate of incorporation of Desert Palace of New Jersey, Inc. insofar as it seeks to include the conduct of casino gaming as a stated purpose of said corporation as required byN.J.S.A. 5:12-82 (d) 6 is approved; and it is further
RESOLVED that the Secretary of State is authorized to accept the said certificate of amendment for filing pursuant toN.J.S.A. 5:12-105 (c );
PROVIDED, however, that the foregoing approval shall not be construed as a determination of compliance by Desert Palace of New Jersey, Inc. with any of the other requirements of the Casino Control Act.
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
DESERT PALACE OF NEW JERSEY, INC.
To: | The Secretary of State |
State of New Jersey
Pursuant to the provisions of Section 14A:9-4(4) and Section 14A:9-4(3), the Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:
1. The original name of the Corporation is Desert Palace of New Jersey, Inc.
2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the Corporation on the 8th day of December, 1978.
RESOLVED, that Article one of the Certificate of Incorporation to be amended to read as follows:
FIRST: The name of the Corporation is Boardwalk Regency Corporation.
a) The number of shares outstanding at the time of the adoption of the amendment was One Hundred (100). The total number of shares entitled to vote thereon was One Hundred (100)
b) The number of shares voting for and against such amendment is as follows:
NUMBER OF SHARES VOTING FOR AMENDMENT | NUMBER OF SHARES VOTING AGAINST AMENDMENT | |
100 | 0 |
Dated this 28th day of December, 1978
DESERT PALACE OF NEW JERSEY, INC. | ||
By | /s/ J. Terrence Lanni | |
J. Terrence Lanni | ||
Sr. Vice President |
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
BOARDWALK REGENCY CORPORATION
To: | The Secretary of State |
State of New Jersey
Pursuant to the provisions of Section 14A:92(4) and Section 14A:9-4(3), the Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation.
1. The name of the Corporation is Boardwalk Regency Corporation.
2. The following amendment to the Certificate of Incorporation were approved by the directors and there after duly adopted by the shareholders of the Corporation on the 27th day of July, 1979.
RESOLVED, that the first sentence of Article Seventh of the Certification of Incorporation, as amended be further amended to read as follows:
“The New Jersey Casino Control Commission (hereinafter in this Certificate referred to as the Commission shall have the right to approve any and all future transfer of the Corporation securities, shares or other interests in the Corporation as said terms are defined in the ‘Casino Control Act’, and the Corporation shall have the absolute right to repurchase, at the market price or the purchase price, whichever is the lesser, any security, share or other interest in the Corporation in the event that the Commission disapproves a transfer in accordance with the provision of the ‘Casino Control Act’.
3. The number of share outstanding at the time of adoption of the amendment was One Hundred (100). The total number of shares entitled to vote thereon was One Hundred (100).
4. The number of shares voting for and against such amendment is as follows:
NUMBER OF SHARES OF VOTING FOR AMENDMENT | NUMBER OF SHARES OF VOTING AGAINST AMENDMENT | |
100 | 0 |
Dated this 17th day of August, 1979
BOARDWALK REGENCY CORPORATION | ||
By: | /s/ Alfred J. Cade | |
Alfred J. Cade | ||
Vice President |
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
BOARDWALK REGENCY CORPORATION
To: | The Secretary of State |
State of New Jersey
Pursuant to the provisions of Section 14A:92[ILLEGIBLE] and Section 14A:9-4(3), the Corporations, General of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation.
1. The name of the Corporation is Boardwalk Regency Corporation.
2. The following amendment to the Certificate of Incorporation were approved by the directors and thereafter duly adopted by the shareholders of the Corporation on the 27th day of July, 1979.
RESOLVED, that the first sentence of Article Seventh of the Certificate of Incorporation, as amended further amended to read as follows:
“The New Jersey Casino Control Commission (hereinafter in this Certificate referred to as the ‘Commission’) shall have the right to approve any and all future transfers of the Corporation securities, shares or other interests in the Corporation as said terms are defined in the ‘Casino Control Act’, and the Corporation shall have the absolute right to repurchase, at the market price or the purchase price, whichever is the lesser, any security , share or other interest in the Corporation in the event that the Commission disapproves a transfer in accordance with the provisions[ILLEGIBLE] the ‘Casino Control Act’.
3. The number of share outstanding at the time of adoption of the amendment was One Hundred (100). The total number of shares entitled to vote thereon was One Hundred (100).
4. The number of shares voting for and against such amendment is as follows:
NUMBER OF SHARES OF VOTING FOR AMENDMENT | NUMBER OF SHARES OF VOTING AGAINST AMENDMENT | |
100 | 0 |
Dated this 17th day of August, 1979
BOARDWALK REGENCY CORPORATION | ||
By: | /s/ Alfred J. Cade | |
Alfred J. Cade | ||
Vice President |