Exhibit 3.13
ARTICLES OF INCORPORATION
OF
AAP ACQUISITION CORPORATION
The undersigned, acting as incorporator of the captioned corporation under
the Florida Business Corporation Act, adopts the following Articles of
Incorporation:
ARTICLE I
Corporate Name and Principal Office
-----------------------------------
The name of this corporation is AAP Acquisition Corporation and its
principal office and mailing address is 220 South Franklin Street, Tampa, FL
33602.
ARTICLE II
Commencement of Corporate Existence
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The corporation shall come into existence on July 31, 2001.
ARTICLE III
General Nature of Business
--------------------------
The corporation may transact any lawful business for which corporations may
be incorporated under Florida law.
ARTICLE IV
Capital Stock
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The aggregate number of shares of stock authorized to be issued by this
corporation shall be 100,000 shares of common stock, each with a par value of
$.01. Each share of issued and outstanding common stock shall entitle the holder
thereof to fully participate in all shareholder meetings, to cast one vote on
each matter with respect to which shareholders have the right to vote, and to
share ratably in all dividends and other distributions declared and paid with
respect to the common stock, as well as in the net assets of the corporation
upon liquidation or dissolution.
ARTICLE V
Initial Registered Office and Agent
-----------------------------------
The street address of the initial registered office of the corporation
shall be 220 South Franklin Street, Tampa, Florida 33602, and the initial
registered agent of the corporation at such address is Richard B. Hadlow.
ARTICLE VI
Incorporator
------------
The name and address of the corporation's incorporator is:
Name Address
---- -------
Barbara A. Rowe 220 South Franklin Street
Tampa, Florida 33602
ARTICLE VII
By-Laws
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The power to adopt, alter, amend or repeal by-laws of this corporation
shall be vested in its shareholders and separately in its Board of Directors, as
prescribed by the by-laws of the corporation.
ARTICLE VIII
Indemnification
---------------
If in the judgment of a majority of the entire Board of Directors,
(excluding from such majority any director under consideration for
indemnification), the criteria set forth in ss.607.0850(l) or (2), Florida
Statutes, as then in effect, have been met, then the corporation shall indemnify
any director, officer, employee or agent thereof, whether current or former,
together with his or her personal representatives, devisees or heirs, in the
manner and to the extent contemplated by ss.607.0850, as then in effect, or by
any successor law thereto.
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IN WITNESS WHEREOF, the undersigned has executed these Articles this
31st day of July 2001.
/s/ Barbara A. Rowe (SEAL)
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Barbara A. Rowe
CERTIFICATE DESIGNATING
REGISTERED AGENT
----------------
Pursuant to the provisions of ss.ss.48.091 and 607.0501, Florida Statutes,
AAP Acquisition Corporation, desiring to organize under the laws of the State of
Florida, hereby designates Richard B. Hadlow, an individual resident of the
State of Florida, as its Registered Agent for the purpose of accepting service
of process within such State and designates 220 South Franklin Street, Tampa,
Florida 33602, the business office of its Registered Agent, as its Registered
Office.
AAP ACQUISITION CORPORATION
By /s/ Barbara A. Rowe
------------------------------
Barbara A. Rowe, Incorporator
ACKNOWLEDGMENT
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I hereby accept my appointment as Registered Agent of the above named
corporation, acknowledge that I am familiar with and accept the obligations
imposed by Florida law upon that position, and agree to act as such in
accordance with the provisions of ss.ss.48.091 and 607.0505, Florida Statutes.
/s/ Richard B. Hadlow
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Richard B. Hadlow
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