Exhibit 3.14
ARTICLES OF INCORPORATION
OF
MAGIC KIDS, INC.
I
The name of this corporation is Magic Kids, Inc.
II
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession to be incorporated by the California Corporations
Code.
III
The name and address in this state of this corporation's initial agent
for service of process is:
Joseph Loggia
6200 Canoga Avenue, #303
Woodland Hills, California 91367
IV
The corporation is authorized to issue one class of shares of stock,
which shall be Common Stock. The total number of shares of Common Stock which
this corporation is authorized to issue One Thousand (1,000).
V
This corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, vote of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to the applicable
limits set forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to the corporation and its shareholders.
VI
The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
Date: March 21, 1997
/s/ Victoria C. Phelps
________________________________
Victoria C. Phelps, Incorporator
CERTIFICATE OF OWNERSHIP
OF MAGIC KIDS, INC.
Glenn E. Mounger and Joseph Loggia certify that :
1. They are the Chairman of Board and Secretary, respectively, of Magic
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Kids Inc., a California corporation (the "Corporation).
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2. The Corporation owns all of the outstanding shares of Browning/Cohen,
Inc. a California corporation.
3. The Board of Directors of the Corporation duly adopted the following
resolution:
RESOLVED, that the Corporation merge of Browning/Cohen Inc., its
wholly-owned subsidiary corporation, into itself and assume all of its
obligations pursuant to Section 1110 of the California Corporations Code.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: April 23, 1997
/s/ Glenn E. Mounger
____________________________
Glenn E. Mounger
Chairman of the Board
/s/ Joseph Loggia
____________________________
Joseph Loggia,
Secretary