EXHIBIT 3.7
CERTIFICATE OF INCORPORATION
OF
AMERICAN OIL CHANGE CORPORATION
The undersigned, in order to form a corporation, under and pursuant to the
provisions of the General Corporation Law of the State of Delaware, do hereby
certify as follows:
ARTICLE ONE: The name of the corporation is:
AMERICAN OIL CHANGE CORPORATION
ARTICLE TWO: The address of the registered office of the Corporation is to
be located at Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle, State of Delaware 19801. The name of the
registered agent at that address is The Corporation Trust Company.
ARTICLE THREE: The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which a corporation may
be organized under the General Corporation Law of Delaware.
ARTICLE FOUR: The total number of shares of stock which the corporation
shall have authority to issue is ten million (10,000,000) shares of Common
Stock, par value one cent ($0.01) per share.
ARTICLE FIVE: The name and mailing address of the
incorporator is:
Alan R. Vogeler, Jr.
c/o Boyle, Vogeler & Haimes
30 Rockefeller Plaza, Suite 2815
New York, New York 10112
ARTICLE SIX: The corporation is to have perpetual existence.
ARTICLE SEVEN: Elections of directors need not be by written ballot unless
the by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the Corporation.
ARTICLE EIGHT: Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware, may on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code,
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths (3/4) in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all of the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
ARTICLE NINE: The Corporation reserves the right to amend, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
made herein are true under the penalties of perjury this 27 day of March, 1981.
/s/ Alan H. Vogeler, Jr.
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Alan H. Vogeler, Jr., Incorporator
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:02 AM 12/22/2000
001647030 - 2121976
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
JIFFY LUBE INTERNATIONAL, INC.
INTO
AMERICAN OIL CHANGE CORPORATION
* * * * * * *
Jiffy Lube International, Inc., a corporation organized and existing under
the laws of Nevada, DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on May 24, 1979, pursuant to
the Nevada Revised Statutes, the provisions of which permit the merger of a
corporation of another state and a corporation organized and existing under the
laws of said state.
SECOND: That this corporation owns 100% of the outstanding shares of the
stock of American Oil Change Corporation a corporation incorporated on March 31,
1987, pursuant to the Delaware General Corporation Law.
THIRD: That the directors of Jiffy Lube International, Inc. by the
following resolutions of its Board of Directors, duly adopted by unanimous
written consent dated December 12, 2000, determined to merge itself into said
American Oil Change Corporation
RESOLVED, that Jiffy Lube International, Inc. merge, and it hereby
does merge itself into said American Oil Change Corporation which assumes
all of the obligations of Jiffy Lube International, Inc.; and further
RESOLVED, that the merger shall be effective on December 31, 2000;
and further
RESOLVED, that the terms and conditions of the merger are as
follows:
Jiffy Lube International, Inc., a Nevada corporation, shall
merge itself into American Oil Change Corporation, a Delaware
corporation and its wholly owned subsidiary, and thereupon and by
virtue thereof, American Oil Change Corporation, the surviving
corporation, shall assume all the liabilities and obligations of
Jiffy Lube International, Inc. There shall be no change by virtue of
the merger in the Certificate of Incorporation of American Oil
Change Corporation except the change of name to Jiffy Lube
International, Inc. The stock of the American Oil Change Corporation
shall remain unchanged. The merger shall be effected pursuant the
General Corporation Law of the State of Delaware and the Revised
Statutes of the State of Nevada.
; and further
RESOLVED, that the proposed merger will be submitted to the sole
stockholder for approval; and further
RESOLVED, upon approval of the sole stockholder, that the proper
officer of this corporation be and he or she is hereby directed to make
and execute a Certificate of Ownership and Merger setting forth a copy of
the resolutions to merge itself into said American Oil Change Corporation,
and the date of adoption thereof, and to cause the same to be filed with
the Secretary of State and to do all acts and things whatsoever whether
within or without the State of Delaware, which may be in anywise necessary
or proper to effect said merger; and further
RESOLVED, that the name of the surviving corporation be changed by
changing Article One of the Certificate of Incorporation of the surviving
corporation to read as follows:
Article One. The name of the corporation is Jiffy Lube
International, Inc.
RESOLVED, that the name change amendment be submitted to the sole
stockholder of the Company for approval.
FOURTH: that the proposed merger has been adopted, approved, certified,
executed and acknowledged by Jiffy Lube International, Inc. in accordance with
the laws of the State of Nevada, under which the corporation was organized.
FIFTH: The Certificate of Incorporation of American Oil Change
Corporation is amended as follows:
Article One. The name of the corporation is Jiffy Lube International, Inc.
SIXTH: Anything herein or elsewhere to the contrary notwithstanding, this
merger may be amended or terminated and abandoned by the Board of Directors of
Jiffy Lube International, Inc. at any time prior to the time that this merger
filed with the Secretary of State becomes effective.
IN WITNESS WHEREOF, said Jiffy Lube International, Inc. has caused this
Certificate to be signed by Marc C. Graham, its President, this 12th day of
December, 2000.
JIFFY LUBE INTERNATIONAL, INC.
By /s/ Marc C. Graham
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Marc C. Graham, President