Exhibit 3.13
ARTICLES OF INCORPORATION OF
----------------------------
SUMMIT CARE - TEXAS NO. 2, INC.
-------------------------------
The undersigned natural person of the age of eighteen (18) years or more
acting as incorporator of a corporation under the Texas Business Corporation
Act, hereby adopts the following Articles of Incorporation for the corporation.
I.
The name of the corporation is Summit Care - Texas - No. 2, Inc.
II.
The period of its duration is perpetual.
III.
The purpose for which the corporation is organized is to transact any or
all business for which corporations may be incorporated under the Texas Business
Corporation.
IV.
The aggregate number of shares that the corporation shall have authority
to issue is one thousand (1000) shares of the no par value stock.
V.
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of $1,000 consisting of
money, labor done, or property actually received.
VI.
The street address of its initial registered office is 707 West 10th
Street, Austin, Texas 78701, and the name of its initial registered agent at
such address is Carla J. Cox.
-1-
VII.
The number of Directors constituting the initial Board of Directors is
three (3), and the names and addresses of the persons who are to serve as
Directors until the first annual meeting of the Shareholders or until their
successors are elected and qualified are:
William Pierpoint 1800 Avenue of the Stars, 12th Floor
Los Angeles, California 90067
William Scott 1800 Avenue of the Stars, 12th Floor
Los Angeles, California 90067
Darrel Neuenschwander 1800 Avenue of the Stars, 12th Floor
Los Angeles, California 90067
VIII.
The name and address of the Incorporator is:
Brian E. Riewe
707 West Tenth Street
Austin, Texas 78701
In witness thereof, the undersigned has executed these Articles of
Incorporation on June 30, 1986.
/s/ Brian E. Riewe
---------------------------
Brian E. Riewe
-2-
STATE OF TEXAS
COUNTY OF TRAVIS
I, a Notary Public, do hereby certify that on this 30th day of June,
1986, personally appeared before me, Brian E. Riewe, being by me duly sworn,
and declared that she is the person who signed for the foregoing document as
incorporator, and that the statements therein contained are true.
Given under my hand and seal of office, this 30th day of June, 1986.
/s/ Melinda Goff
----------------------------------
Notary Public, State of Texas
/s/ Melinda Goff
----------------------------------
Printed Name of Notary
My commission expires: 11/1/89
----------------------------------
-3-
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
BEFORE ME, the undersigned notary public, on this 27th day of June,
1986, personally appeared Darrel Neuenschwander, Secretary of Summit Care -
Texas, Inc., a Texas corporation, and being by me duly sworn, executed the
foregoing statement in his capacity as officer of said corporation.
/s/ Rochelle Krugler
-------------------------------
Notary Public in and for
OFFICIAL SEAL The State of California
ROCHELLE KRUGLER
Notary Public-California
LOS ANGELES COUNTY
/s/ Rochelle Krugler
My Comm. Exp. May 14, 1990 -------------------------------
Printed Name of Notary Public
My commission expires: 5-14-90
BER009-7
CERTIFICATE
-----------
STATE OF CALIFORNIA (S)
(S)
COUNTY OF LOS ANGELES (S)
I, Darrel Neuenschwander, Secretary of Summit Care - Texas, Inc., a Texas
corporation, do hereby certify that the following resolution was adopted by
unanimous written consent of the Board of Directors of the corporation on
June 27, 1996.
RESOLVED, that the corporation give its consent and does hereby give its
consent to Summit Care - Texas No. 2, Inc., to incorporate and to transact
business in the state of Texas under the name of Summit Care - Texas No. 2, Inc.
I do further certify that the foregoing resolution has not been modified or
rescinded and is still in full force and effect.
I further certify that the corporation is duly organized, validly existing
and in good standing under the laws of the state of Texas, and has all requisite
corporate power and requisite consent certificates of authority, licenses,
permits, qualifications and documents to own and operate its properties and to
carry on its business now being and as proposed to be conducted in the state of
Texas.
I do also certify that the officers of the corporation are as follows:
President William Pierpoint
Vice President William Scott
Secretary Darrel Neuenschwander
Treasurer Darrel Neuenschwander
EXECUTED this 27th day of June, 1986.
---- ----
/s/ Darrel Neuenschwander
----------------------------------------
Darrel Neuenschwander, Secretary
STATE OF CALIFORNIA *
*
COUNTY OF LOS ANGELES *
BEFORE ME, the undersigned notary public, on this 27th day of June, 1986,
---- ----
personally appeared Darrel Neuenschwander, Secretary of Summit Care - Texas,
Inc., a Texas corporation, and being by me duly sworn, executed the foregoing
statement in his capacity as officer of said corporation.
/s/ Rochelle Krugler
----------------------------------------
Notary Public in and for
The State of California
[OFFICIAL SEAL ROCHELLE KRUGLER Rochelle Krugler
NOTARY PUBLIC-CALIFORNIA ---------------------------------------
APPEARS HERE] Printed Name of Notary Public
My commission expires: 5-14-90
-----------------
BER009-7
TO THE SECRETARY *
*
THE STATE OF TEXAS *
We, the undersigned, being the duly elected and authorized President and
Secretary of Summit Care - Texas, Inc., and pursuant to a resolution passed by
the unanimous written consent of the Board of Directors of Summit Care - Texas,
Inc., a certified copy of which is attached hereto, hereby give our consent to
Summit Care - Texas No. 2, Inc., to incorporate and to transact business in the
State of Texas under the name of Summit Care - Texas No. 2, Inc.
SUMMIT CARE - TEXAS, INC.
By: /s/ William Pierpoint
-------------------------------------
William Pierpoint, President
By: /s/ Darrel Neuenschwander
-------------------------------------
Darrel Neuenschwander, Secretary
STATE OF CALIFORNIA *
*
COUNTY OF Los Angeles *
BEFORE ME, the undersigned notary public, on this 27th day of June, 1986,
personally appeared William Pierpoint, President of Summit Care - Texas, Inc., a
Texas corporation, and being by me duly sworn, executed the foregoing statement
in his capacity as officer of said corporation.
/s/ Rochelle Krugler
----------------------------------------
Notary Public in and for
The State of California
[OFFICIAL SEAL ROCHELLE KRUGLER Rochelle Krugler
NOTARY PUBLIC-CALIFORNIA ---------------------------------------
APPEARS HERE] Printed Name of Notary Public
My commission expires: 5-14-90
-----------------
BER009-7
PROFIT
FILED
In the Office of the
Secretary of State of Texas
JAN 12 1987
Clerk II-G
Corporations Section
STATEMENT OF CHANGE OF REGISTERED
OFFICE OR REGISTERED AGENT, OR BOTH
BY
A DOMESTIC PROFIT CORPORATION
Pursuant to the provisions of the Texas Business Corporation Act, the
undersigned corporation, organized under the laws of the State of Texas submits
the following statement for the purpose of changing its registered office or its
registered agent, or both, in the State of Texas:
1. The name of the corporation is SUMMIT CARE-TEXAS NO. II, INC.
Charter No. 1002422-0
2. The post office address of its present registered office is 707 West 10th
Street, Austin, Texas 78701.
3. The post office address, including street and number, to which its
registered office is to be changed is c/o C T Corporation System, 1601 Elm
Street, Dallas, Texas 75201.
4. The name of its present registered agent is Carla J. Cox.
5. The name of its successor registered agent is C T CORPORATION SYSTEM.
6. The post office address of its registered office and the post office
address of the business office of its registered agent, as changed, will
be identical.
7. Such change was authorized by: (Check one)
X A. The Board of Directors
-----
B. An officer of the corporation so authorized by the Board of
----- Directors.
Dated 3 NOVEMBER, 1986.
/s/ Judd F. Osten
--------------------------------------
An Authorized Officer
Judd F. Osten, Vice President-Legal Affairs
In the Office of the
Secretary of State of Texas
Oct 19 1987
Clerk I-F
Corporations Section
ASSUMED NAME CERTIFICATE
FOR AN INCORPORATED BUSINESS OR PROFESSION
1. The assumed name under which the business or professional service as or is
to be conducted or rendered is LAKESIDE CARE CENTER
_________________________________________________.
2. The name of the incorporated business or profession as stated in its
Articles of Incorporation or comparable document is SUMMIT CARE-TEXAS NO. 2,
INC. __________________________, and the charter number or certificate of
authority number, if any, is ______________.
3. The state, country, or other jurisdiction under the laws of which it was
incorporated is Texas, and the address of its registered or similar office
in that jurisdiction is 1601 Elm St., Dallas, TX 75201 ___________________.
4. The period, not to exceed ten years, during which the assumed name will be
used is 10 Years.
5. The corporation is a (circle one) business corporation, non-profit
corporation, professional corporation, professional association or other
type of corporation (specify) ___________________________________________,
or other type of incorporated business, professional or other association or
legal entity (specify) ____________________________________________________.
6. If the corporation is required to maintain a registered office in Texas, the
address of the registered office is _______________________________, 1601
Elm St., Dallas, TX 75201, and the name of its registered agent at such
address is C T CORPORATION SYSTEM. The address of the principal office (if
not the same as the registered office) is ___________________
_______________.
7. If the corporation is not required to or does not maintain a registered
office in Texas, the office address in Texas is ___________________________
________________________; and if the corporation is not incorporated,
organized or associated under the laws of Texas, the address of its place of
business in Texas is ____________________________________________ and the
office address elsewhere is _______________________________________________
_____________________________.
8. The county or counties where business or professional services are being or
are to be conducted or rendered under such assumed name are (if applicable,
use the designation "all" or "all except _______________________________"):
DALLAS
Judd F. Osten, Vice-President
/s/ Judd F. Osten
---------------------------------------
Signature of officer, representative or
attorney-in-fact of the corporation
Before me on this 23rd day of September, 1987, personally appeared JUDD F.
OSTEN, VICE PRESIDENT and acknowledged to me that he executed the foregoing
certificate for the purposes therein expressed.
/s/ Caroline R. Lienau
-------------------------------------
Notary Public Los Angeles County
(Notary seal)
- ------------------------------ NOTE: A certificate executed and
OFFICIAL SEAL acknowledged by an attorney-in-fact
CAROLINE R. LIENAU shall include a statement that the
NOTARY PUBLIC - CALIFORNIA attorney-in-fact has been duly
LOS ANGELES COUNTY authorized in writing by his principal
My comm. expires AUG 17, 1991 to execute and acknowledge the same.
- ------------------------------
Filed
In the Office of the
Secretary of State of Texas
OCT. 19 1987
Clerk I-F
Corporations Section
ASSUMED NAME CERTIFICATE
FOR AN INCORPORATED BUSINESS OR PROFESSION
1. The assumed name under which the business or professional service is or
is to be conducted or rendered is CORONADO CARE CENTER.
_____________________________________________.
2. The name of the incorporated business or profession as stated in its
Articles of Incorporation or comparable document is SUMMIT CARE-TEXAS
No. 2, Inc., and the charter number or certificate of authority number,
if any, is_____________________________________.
3. The state, country, or other jurisdiction under the laws of which it was
incorporated is Texas, and the address of its registered or similar
office in that jurisdiction is 1601 Elm St., Dallas, TX 75201.
4. The period, not to exceed ten years, during which the assumed name will
be used is 10 Years.
5. The corporation is a (circle one) business corporation, non-profit
corporation, professional corporation, professional association or other
type of corporation (specify)__________________________________________,
or other type of incorporated business, professional or other
association or legal entity (specify)__________________________________.
6. If the corporation is required to maintain a registered office in Texas,
the address of the registered office is _____________________________,
1601 Elm St., Dallas, TX 75201, and the name of its registered agent at
such address is C T CORPORATION SYSTEM. The address of the principal
office (if not the same as the registered office)
is __________________________________________________.
7. If the corporation is not required to or does not maintain a registered
office in Texas, the office address in Texas is________________________:
and if the corporation is not incorporated, organized or associated
under the laws of Texas, the address of its place of business in Texas
is_________________________________________ and the office address
elsewhere is___________________________________________________________.
8. The county or counties where business or professional services are being
or are to be conducted or rendered under such assumed name are (if
applicable, use the designation "all" except_________________________"):
DALLAS
Judd F. Osten, Vice President
/s/ Judd F. Osten
--------------------------------------
Signature of officer, representative or
attorney-in-fact of the corporation
Before me on this 23rd day of September, 1987, personally appeared Judd
F. Osten, Vice President and acknowledged to me that he executed the
foregoing certificate for the purposes therein expressed.
[SIGNATURE APPEARS HERE]
--------------------------------
(Notary Seal) Notary Public Los Angeles County
- -------------------------------
OFFICIAL SEAL NOTE: A certificate executed and acknowledged
CAROLINE R. LIENAU by an attorney-in-fact shall include
NOTARY PUBLIC-CALIFORNIA a statement that the attorney-in-fact has
LOS ANGELES COUNTY been duly authorized in writing by his
My comm. expires: Aug. 17, 1991 principal to execute and acknowledge the
- ------------------------------- same.
In the Office of the
Secretary of State of Texas
OCT 19 1987
Clark I-F
Corporations Section
ASSUMED NAME CERTIFICATE
FOR AN INCORPORATED BUSINESS OR PROFESSION
1. The assumed name under which the business or professional service is or is
to be conducted or rendered is COLONIAL MANOR CARE CENTER.
--------------------------
2. The name of the incorporated business or profession as stated in its
Articles of Incorporation or comparable document is SUMMIT CARE-TEXAS NO. 2,
------------------------
INC., and the charter number or certificate of authority number, if any,
-----
is _______________________.
3. The state, country, or other jurisdiction under the laws of which it was
incorporated is Texas, and the address of its registered or similar office
------
in that jurisdiction is 1601 Elm St., Dallas, TX 75201.
-------------------------------
4. The period, not to exceed ten years, during which the assumed name will be
used is 10 Years.
---------
5. The corporation is a (circle one) business corporation, non-profit
corporation, professional corporation, professional association or other
type of corporation (specify) _______________________________________, or
other type of incorporated business, professional or other association or
legal entity (specify) _____________________________________.
6. If the corporation is required to maintain a registered office in Texas, the
address of the registered office is _________________________, 1601 Elm St.,
-------------
Dallas, TX 75201, and the name of its registered agent at such address is CT
----------------- --
CORPORATION SYSTEM. The address of the principal office (if not the same as
------------------
the registered office) is ___________________________________________.
7. If the corporation is not required to or does not maintain a registered
office in Texas the office address in Texas is __________________________,
and if the corporation is not incorporated, organized or associated under
the laws of Texas, the address of its place of business in Texas is
_________________________________ and the office address elsewhere is
___________________________________________.
8. The county or counties where business or professional services are being or
are to be conducted or rendered under such assumed name are (if applicable,
use the designation "all" or "all" except _________________________"):
DALLAS
Judd F. Osten, Vice President
/s/ Judd F. Osten
---------------------------------------------
Signature of officer, representative or
attorney-in-fact of the corporation
Before me on this 23rd day of SEPTEMBER, 1987, personally appeared JUDD F.
OSTEN, VICE PRESIDENT and acknowledged to me that _he executed the foregoing
certificate for the purposes therein expressed.
/s/ Caroline R. Lienau
---------------------------------------------
(Notary seal) Notary Public Los Angeles County
[NOTARY SEAL APPEARS HERE]
NOTE: A certificate executed and acknowledged
by an attorney-in-fact shall include a
statement that the attorney-in-fact has been
duly authorized in writing by his principal
to execute and acknowledge the same.
In the Office of the
Secretary of State of Texas
Oct 19 1987
Clerk I-F
Corporations Section
ASSUMED NAME CERTIFICATE
FOR AN INCORPORATED BUSINESS OR PROFESSION
1. The assumed name under which the business or professional service as or is
to be conducted or rendered is SOUTHWOOD CARE CENTER
_________________________________________________.
2. The name of the incorporated business or profession as stated in its
Articles of Incorporation or comparable document is SUMMIT CARE-TEXAS NO. 2,
INC. __________________________, and the charter number or certificate of
authority number, if any, is ______________.
3. The state, country, or other jurisdiction under the laws of which it was
incorporated is Texas, and the address of its registered or similar office
in that jurisdiction is 1601 Elm St., Dallas, TX 75201 ___________________.
4. The period, not to exceed ten years, during which the assumed name will be
used is 10 Years.
5. The corporation is a (circle one) business corporation, non-profit
corporation, professional corporation, professional association or other
type of corporation (specify) ___________________________________________,
or other type of incorporated business, professional or other association or
legal entity (specify) ____________________________________________________.
6. If the corporation is required to maintain a registered office in Texas, the
address of the registered office is _______________________________, 1601
Elm St., Dallas, TX 75201, and the name of its registered agent at such
address is C T CORPORATION SYSTEM. The address of the principal office (if
not the same as the registered office) is ___________________
_______________.
7. If the corporation is not required to or does not maintain a registered
office in Texas, the office address in Texas is ___________________________
________________________; and if the corporation is not incorporated,
organized or associated under the laws of Texas, the address of its place of
business in Texas is ____________________________________________ and the
office address elsewhere is _______________________________________________
_____________________________.
8. The county or counties where business or professional services are being or
are to be conducted or rendered under such assumed name are (if applicable,
use the designation "all" or "all except _______________________________"):
DALLAS
Judd F. Osten, Vice-President
/s/ Judd F. Osten
---------------------------------------
Signature of officer, representative or
attorney-in-fact of the corporation
Before me on this 23rd day of September, 1987, personally appeared JUDD F.
OSTEN, VICE PRESIDENT and acknowledged to me that he executed the foregoing
certificate for the purposes therein expressed.
/s/ Caroline R. Lienau
-------------------------------------
Notary Public Los Angeles County
(Notary seal)
- ------------------------------ NOTE: A certificate executed and
OFFICIAL SEAL acknowledged by an attorney-in-fact
CAROLINE R. LIENAU shall include a statement that the
NOTARY PUBLIC - CALIFORNIA attorney-in-fact has been duly
LOS ANGELES COUNTY authorized in writing by his principal
My comm. expires AUG 17, 1991 to execute and acknowledge the same.
- ------------------------------
FILED
In the Office of the
Secretary of State of Texas
JUL 13 1990
Corporations Section
To the Secretary of State
of the State of Texas:
C T Corporation System, as the registered agent for the domestic and
foreign corporations named on the attached list submits the following statement
for the purpose of changing the registered office for such corporations, in the
State of Texas:
1. The name of the corporation is See attached list
--------------------------------------------
2. The post office address of its present registered office is c/o C T
---------------
CORPORATION SYSTEM, 1601 ELM STREET, DALLAS, TEXAS 75201
---------------------------------------------------------------------------
3. The post office address to which its registered office is to be changed is
c/o C T CORPORATION SYSTEM, 350 N. ST. PAUL STREET, DALLAS, TEXAS 75201
---------------------------------------------------------------------------
4. The name of its present registered agent is C T CORPORATION SYSTEM
-------------------------------
5. The name of its successor registered agent is C T CORPORATION SYSTEM
-----------------------------
6. The post office address of its registered office and the post office
address of the business office of its registered agent, as changed, will be
identical.
7. Notice of this change of address has been given in writing to each
corporation named on the attached list 10 days prior to the date of filing
of this certificate.
Dated July 2, 1990.
C T CORPORATION SYSTEM
--------------------------------
By [SIGNATURE APPEARS HERE]
--------------------------------
Its Vice President
FILED
In the Office of the
Secretary of State of Texas
OCT 23 1991
Corporations Section
ARTICLES OF MERGER
OF DOMESTIC CORPORATIONS
INTO
SUMMIT CARE-TEXAS NO. 2, INC.
Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act, the undersigned corporations adopt the following Articles of
Merger for the purpose of merging them into one of such corporations.
1. The following Plan of Merger was approved by the shareholders of each
of the undersigned corporations in the manner prescribed by the Texas Business
Corporation Act:
FIRST: SUMMIT CARE-TEXAS NO. 2, INC., a corporation organized under the
laws of the State of Texas, shall merge with and assume the liabilities and
obligations of SUMMIT CARE-TEXAS, INC., a corporation organized under the laws
of the State of Texas. The name of the surviving corporation is SUMMIT
CARE-TEXAS NO. 2, INC.
SECOND: Since all of the issued and outstanding shares of SUMMIT
CARE-TEXAS NO. 2, INC., the surviving corporation, and all of the issued and
outstanding shares of SUMMIT CARE-TEXAS, INC., the merging corporation, are
owned by SUMMIT CARE CORPORATION, a California corporation, on the effective
date of the merger all of the issued and outstanding shares of SUMMIT CARE-
TEXAS, INC., the merging corporation, shall be cancelled and no shares of the
surviving corporation shall be issued in exchange therefor.
THIRD: The Articles of Incorporation of SUMMIT CARE-TEXAS NO. 2, INC.,
shall be the Articles of Incorporation of the corporation surviving the merger.
No changes or amendments shall be made to the Articles of Incorporation because
of the merger.
FOURTH: The by-laws of SUMMIT CARE-TEXAS NO. 2, INC., shall be the
by-laws of the corporation surviving the merger.
FIFTH: the directors and officers of SUMMIT-CARE TEXAS NO. 2, INC., shall
be the directors and officers of the corporation surviving the merger and shall
serve until their successors are selected.
SIXTH: The officer of each corporation party to the merger shall be and
hereby are authorized to so all acts and things necessary and proper to effect
the merger.
2. As to each of the undersigned corporations, the number of shares
outstanding are as follows:
NUMBER OF
SHARES
NAME OF CORPORATION OUTSTANDING
- ------------------- -----------
Summit Care-Texas No. 2, Inc. 1,000
Summit Care-Texas, Inc. 1,000
3. As to each of the undersigned corporations, the total number of shares
voted for and against such Plan, respectively, are as follows:
TOTAL TOTAL
VOTED VOTED
NAME OF CORPORATION FOR AGAINST
- ------------------- ----- -------
Summit Care-Texas No. 2, Inc. 1,000 0
Summit Care-Texas, Inc. 1,000 0
Dated September 30, 1991.
SUMMIT CARE-TEXAS NO. 2, INC.
By /s/ Donald J. Amaral
-----------------------------
Donald J. Amaral, President
SUMMIT CARE-TEXAS, INC.
By /s/ Donald J. Amaral
-----------------------------
Donald J. Amaral, President
STATEMENT OF ABANDONMENT OF ASSUMED NAME
1. The name of the corporation as stated in its articles of incorporation is
Summit Care - Texas No. 2, Inc. and the charter number is 01002422-0.
2. The assumed name being abandoned is Coronado Care Center.
3. The date on which the assumed name certificate was filed in the office of
the secretary of state is October 19, 1987; an assumed name certificate has
also been filed in the county clerk's office(s) in the following county or
counties: Dallas and Taylor.
4. If the entity is required to maintain a registered office in Texas, the
address of the registered office is and the name of its registered agent at
such address is CT Corporation, 350 N. St. Paul, Dallas, Texas 75201. The
address of the principal office is 2600 W. Magnolia Blvd., Burbank, CA
91505-3130.
5. If the entity is not required to or does not maintain a registered office in
Texas, the office address in Texas is N/A, and if the entity is not
incorporated, organized or associated under the laws of Texas, the address
of its place of business in Texas is 13300 Old Blanco Road, Suite 150, San
Antonio, Texas 78216, and the office address elsewhere is 2600 W. Magnolia
Blvd., Burbank, CA 91505-3130.
SUMMIT CARE-TEXAS, NO. 2, INC.,
a Texas Corporation
By: /s/ John Farber
-------------------------------
John Farber, Secretary
THE STATE OF CALIFORNIA (S)(S)
(S)(S)
COUNTY OF LOS ANGELES (S)(S)
Before me on the 15th of August, 1997, personally appeared John Farber,
Secretary of Summit Care - Texas, No. 2, Inc., a Texas corporation, and
acknowledged to me that he executed the foregoing certificate for the purposes
therein expressed.
/s/ Doris A. Spieker
----------------------------------
Notary Public, State of California
[NOTARY SEAL APPEARS HERE] Notary's Name Printed:
Doris A. Spieker
----------------------------------
My Commission Expires: 5-17-99
------------
---------------------------------
FILED
In the Office of the
Secretary of State of Texas
AUG 22 1997
Corporations Section
---------------------------------
STATEMENT OF ABANDONMENT OF ASSUMED NAME
1. The name of the corporation as stated in its articles of incorporation is
Summit Care - Texas No. 2, Inc. and the charter number is 010002422-0.
2. The assumed name being abandoned is Coronado Care Center.
3. The date on which the assumed name certificate was filed in the office of
the secretary of state is October 19, 1987; an assumed name certificate has
also been filed in the county clerk's office(s) in the following county or
counties: Dallas and Taylor.
4. If the entity is required to maintain a registered office in Texas, the
address of the registered office is and the name of its registered agent at
such address is CT Corporation, 350 N. St. Paul, Dallas, Texas 75201.
The address of the principal office at 2600 W. Magnolia Blvd., Burbank, CA
91505-3130.
5. If the entity is not required to or does not maintain a registered office in
Texas, the office address in Texas is N/A, and if the entity is not
incorporated, organized or associated under the laws of Texas, the address
of its place of business in Texas is 13300 Old Blanco Road, Suite 150, San
Antonio, Texas 78216, and the office address elsewhere is 2600 W. Magnolia
Blvd., Burbank, CA 91505-3130.
SUMMIT CARE - TEXAS, NO. 2, INC.,
a Texas Corporation
By: /s/ John Farber
------------------------------------
John Farber, Secretary
116695
THE STATE OF CALIFORNIA )
)
COUNTY OF LOS ANGELES )
Before me on the 15th of August, 1997, personally appeared John Farber,
Secretary of Summit Care - Texas, No. 2, Inc., a Texas corporation, and
acknowledged to me that he executed the foregoing certificate for the purposes
therein expressed.
/s/ Doris A. Spieker
---------------------------------------
Notary Public, State of California
Notary's Name Printed:
Doris A. Spieker
---------------------------------------
My Commission Expires: 5-17-99
- -----------------------------------
DORIS A. SPIEKER
COMM. # 1059118
Notary Public--California
LOS ANGELES COUNTY
My Comm. Expires May 17, 1999
- -----------------------------------
-------------------------------
FILED
In the Office of the
Secretary of State of Texas
AUG 22 1997
Corporations Section
-------------------------------
STATEMENT OF ABANDONMENT OF ASSUMED NAME
1. The name of the corporation as stated in its articles of incorporation is
Summit Care - Texas No. 2, Inc. and the charter number is 01002422-0.
2. The assumed name being abandoned is Colonial Manor Care Center.
3. The date on which the assumed name certificate was filed in the office of
the secretary of state is October 19, 1987; an assumed name certificate has
also been filed in the county clerk's office(s) in the following county or
counties: Dallas and Comal.
4. If the entity is required to maintain a registered office in Texas, the
address of the registered office is and the name of its registered agent at
such address is CT Corporation, 350 N. St. Paul, Dallas, Texas 75201. The
address of the principal office is 2600 W. Magnolia Blvd., Burbank, CA
91505-3130.
5. If the entity is not required to or does not maintain a registered office in
Texas, the office address in Texas is N/A, and if the entity is not
incorporated, organized or associated under the laws of Texas, the address
of its place of business in Texas is 13300 Old Blanco Road, Suite 150, San
Antonio, Texas 78216, and the office address elsewhere is 2600 W. Magnolia
Blvd., Burbank, CA 91505-3130.
SUMMIT CARE - TEXAS, NO. 2, INC.,
a Texas Corporation
By: /s/ John Farber
-------------------------------
John Farber, Secretary
THE STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
Before me on the 15th of August, 1997, personally appeared John Farber,
Secretary of Summit Care - Texas, No. 2, Inc., a Texas corporation, and
acknowledged to me that he executed the foregoing certificate for the purposes
therein expressed.
/s/ Doris A. Spieker
--------------------------------------
Notary Public, State of California
Notary's Name Printed:
DORIS A. SPIEKER
--------------------------------------
My Commission Expires: 5-17-99
----------------
- ---------------------------------------
DORIS A. SPIEKER
COMM.# 1059118
Notary Public -- California
LOS ANGELES COUNTY
My Comm. Expire MAY 17, 1999
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FILED
In the Office of the
Secretary of State of Texas
AUG 22 1997
Corporations Section
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STATEMENT OF ABANDONMENT OF ASSUMED NAME
1. The name of the corporation as stated in its articles of incorporation is
Summit Care - Texas No. 2, Inc. and the charter number is 01002422-0.
2. The assumed name being abandoned is Southwood Care Center.
3. The date on which the assumed name certificate was filed in the office of
the secretary of state is October 19, 1987; an assumed name certificate has
also been filed in the county clerk's office(s) in the following county or
counties: Dallas and Travis.
4. If the entity is required to maintain a registered office in Texas, the
address of the registered office is and the name of its registered agent at
such address is CT Corporation, 350 N. St. Paul, Dallas, Texas 75201. The
address of the principal office is 2600 W. Magnolia Blvd., Burbank, CA
91505-3130.
5. If the entity is not required to or does not maintain a registered office in
Texas, the office address in Texas is N/A, and if the entity is not
incorporated, organized or associated under the laws of Texas, the address
of its place of business in Texas is 13300 Old Blanco Road, Suite 150, San
Antonio, Texas 78216, and the office address elsewhere is 2600 W. Magnolia
Blvd., Burbank, CA 91505-3130.
SUMMIT CARE - TEXAS, NO. 2, INC.,
a Texas Corporation
By: /s/ John Farber
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John Farber, Secretary
THE STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
Before me on the 15th of August, 1997, personally appeared John Farber,
Secretary of Summit Care - Texas, No. 2, Inc., a Texas corporation, and
acknowledged to me that he executed the foregoing certificate for the purposes
therein expressed.
/s/ Doris A. Spieker
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Notary Public, State of California
Notary's Name Printed:
DORIS A. SPIEKER
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My Commission Expires: 5-17-99
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DORIS A. SPIEKER
COMM.# 1059118
Notary Public -- California
LOS ANGELES COUNTY
My Comm. Expire MAY 17, 1999
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