EXHIBIT 3.5
State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "HOLLYWOOD PARK FALL OPERATING COMPANY", FILED IN THIS OFFICE
ON THE TWENTY-THIRD DAY OF JANUARY, A.D. 1987, AT 2 O'CLOCK P.M.
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Edward J. Freel, Secretary of State
AUTHENTICATION: 8585968
DATE: 07-31-97
CERTIFICATE OF INCORPORATION
OF
HOLLYWOOD PARK FALL OPERATING COMPANY
A Close Corporation
1. The name of the corporation is Hollywood Park Fall Operating Company.
2. The address of its registered office in the state of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is one hundred (100); all of such shares shall be without par
value.
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The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof are as follows:
Shares of stock of this corporation are to be issued and held by each
and every stockholder of this corporation upon and subject to the following
terms and conditions:
All of the issued and outstanding stock of all classes shall be
represented by certificates and shall be held of record by not more than thirty
(30) persons, as defined in Section 342 of the General Corporation Law; and the
corporation shall make no offering of any of its stock of any class which would
constitute a "public offering" within the meaning of the United States
Securities Act of 1933, as it may be amended from time to time; and the consent
of the directors of the corporation shall be required to approve issuance or
transfer of any shares as being in compliance with the foregoing restrictions.
No holder of shares shall sell, assign or otherwise dispose of any
share or shares of stock of this corporation to any person, firm, corporation or
association, nor shall the executor, administrator, trustee, assignee, or other
legal representative of a deceased stockholder sell, assign, transfer or
otherwise dispose of any share or shares of the stock of this corporation to any
person, firm, corporation or
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association nor to any next of kin or legatees of a deceased stockholder,
without first offering said share or shares of stock for sale to the corporation
at a price representing the true book value thereof at the time of said offer
and the corporation shall have the right to purchase the same by the payment of
said purchase price at any time within thirty (30) days after receipt of written
notice of said offer. In the event that the corporation does not accept the
offer to sell said share or shares within thirty (30) days after receipt of the
written notice of said offer, the share or shares shall next be offered for sale
to the other stockholder or stockholders of said corporation at a price
representing the true book value thereof at the time of said offer and such
other stockholder or stockholders shall have the right to purchase the same by
the payment of such purchase price at any time within thirty (30) days after
receipt of written notice of said offer.
Compliance with the foregoing terms and conditions in regard to the
sale, assignment, transfer or other disposition of the shares of stock of this
corporation shall be a condition precedent to the transfer of such shares of
stock on the books of this corporation.
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5. The name and mailing address of each incorporator is as follows:
Name Mailing Address
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John M. Garrick IVERSON, YOAKUM, PAPIANO & HATCH
611 West Sixth Street, Suite 1900
Los Angeles, California 90017
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To make, alter or appeal the by-laws of the corporation.
8. 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
outside the state of Delaware at such a place or places as may be designated
from time to time by the Board of Directors or in the by-laws of the
corporation. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
9. The corporation reserves the right to amend, alter, change or appeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by
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statute, and all rights conferred upon stockholders herein are granted subject
to this reservation.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the general corporation law of the state of
Delaware does make this certificate, hereby declaring and certifying that this
is his act indeed and the facts herein stated are true, and accordingly has
hereunto set his hand this 21st day of January, 1987.
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John M. Garrick
of IVERSON, YOAKUM, PAPIANO & HATCH
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