EXHIBIT 4.39
[SEAL]
ARTICLES OF INCORPORATION
OF
ST. LOUIS CASINO CORP.
The undersigned, being of full age, for the purpose of organizing a
corporation under Missouri Revised Statutes, Chapter 351, and acts amendatory
thereto, does hereby adopt, sign and acknowledge the following Articles of
Incorporation.
ARTICLE I
Name
The name of the corporation shall be "St. Louis Casino Corp."
ARTICLE II
Registered Office and Agent
The address of the corporation's registered office in the State of Missouri
is 906 Olive Street, St. Louis, Missouri 63101, and the name of the registered
agent at such address is CT Corporation System.
ARTICLE III
Authorized Shares
The corporation shall have the authority to issue an aggregate of 30,000
shares, all of which shall be common voting shares having a par value of $0.01
per share.
ARTICLE IV
Incorporator
The name and place of residence of the sole incorporator of the corporation
is Jean M. Davis, 1363 Osceola Avenue, St. Paul, Minnesota 55105.
ARTICLE V
Cumulative Voting
No Shareholder of the corporation shall have any right to cumulate votes
with respect to shares of the corporation in the election of members of the
Board of Directors of the corporation, or when voting on any other matter.
ARTICLE VI
Preemptive Rights
No shareholder of the corporation, solely by reason of such status as a
shareholder, shall have any right to acquire any portion of the unissued shares
or other securities of the corporation, or any rights to purchase such shares or
other securities, which the corporation may from time to time offer or sell to
any person.
ARTICLE VII
Board of Directors
The number of members of the initial Board of Directors of the corporation
shall be four, and thereafter the number of members of the Board of Directors
shall be fixed in the manner provided in the By-Laws of the corporation. The
corporation shall report to the Missouri Secretary of State any change in the
number of members of the Board of Directors of the corporation within thirty
calendar days of such change or otherwise as required by law. The names and
addresses of the persons who shall constitute the members of the initial Board
of Directors of the corporation, to serve until the first annual meeting of the
shareholders of the corporation or until their successors are elected and
qualified, are as follows:
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Marlin F. Torguson Allen J. Kokesch
711 Casino Magic Drive 711 Casino Magic Drive
Bay Saint Louis, MS 39520 Bay Saint Louis, MS 39520
Roger H. Frommelt Wayne K. Lund
580 International Centre 1621 Sheridan Lake Road
900 Second Avenue South Rapid City, SD 57702-3423
Minneapolis, MN 55402
ARTICLE VIII
Duration
The duration of the corporation shall be perpetual.
ARTICLE IX
Purpose
The corporation is formed for the purpose of engaging in any or all lawful
businesses for which a corporation may be incorporated under Missouri Revised
Statutes, Chapter 351. The corporation initially intends to engage in the
development and operation of gaming establishments.
IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of January,
1993.
/s/ Jean M. Davis
------------------------------
Jean M. Davis, Incorporator
STATE OF MINNESOTA)
) ss.
COUNTY OF HENNEPIN)
I, Mary K. Petersen, a Notary Public, do hereby certify that on this 26th
day of January, 1993, personally appeared before me, Jean M. Davis, who being
first duly sworn, declared that she is the person who signed the foregoing
document as Incorporator, and that the statements therein contained are true.
/s/ Mary K. Petersen
(NOTARIAL SEAL) ------------------------------
Notary Public
[SEAL] [SEAL]
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