EXHIBIT 3.49
STATE OF COLORADO
DEPARTMENT OF
STATE
CERTIFICATE
I, VICTORIA BUCKLEY, SECRETARY OF STATE OF THE STATE OF
COLORADO HEREBY CERTIFY THAT
ACCORDING TO THE RECORDS OF THIS OFFICE
PINNACLE GAMING DEVELOPMENT CORP.
(COLORADO CORPORATION)
FILE # 19931093552 WAS FILED IN THIS OFFICE ON September 08, 1993 AND HAS
COMPLIED WITH THE APPLICABLE PROVISIONS OF THE LAWS OF THE STATE OF
COLORADO AND ON THIS DATE IS IN GOOD STANDING AND AUTHORIZED AND COMPETENT
TO TRANSACT BUSINESS OR TO CONDUCT ITS AFFAIRS WITHIN THIS STATE.
Dated: February 22, 1999
/s/ Victoria Buckley
--------------------------------------------------------
Secretary of State
CORP OCR
ARTICLES OF INCORPORATION
SUBMIT ORIGINAL OCR AND ONE COPY
PROFIT CORPORATION NAME AND PRINCIPAL
ADDRESS
NAME: Pinnacle Gaming Development Corp.
STREET: 7302 S. Alton Way, Suite J CITY: Englewood STATE: CO ZIP: 80112
THIS DOCUMENT MUST 931093552 $50.00
BE TYPED IN BLACK SOS 09-08-93 12:54
SECRETARY OF STATE-1560 BROADWAY #200, DENVER, CO 80202
(303) 894-2200 EXT 2
CUMULATIVE VOTING SHARES OF STOCK IS AUTHORIZED. YES[_] NO[X] IF DURATION IS
LESS THAN PERPETUAL ENTER NUMBER OF YEARS
THERE ARE PROVISIONS LIMITING OR DENYING TO
SHAREHOLDERS THE PREEMPTIVE RIGHT TO ACQUIRE IF YES: state provision
ADDITIONAL OR TREASURY SHARES OF THE CORPORATION. on a separate 8 1/2 X 11
YES [_] NO [X] SHEET OF PAPER.
STOCK INFORMATION: (if additional space is needed, continue on separate
8 1/2 X 11 sheet of paper).
STOCK CLASS Common AUTHORIZED SHARES 1,000,000 PAR VALUE $ 0.01
STOCK CLASS AUTHORIZED SHARES PAR VALUE
THE NAME OF THE INITIAL REGISTERED AGENT AND THE ADDRESS OF THE REGISTERED
OFFICE IS: (corporation use LAST NAME space)
LAST NAME: The Benefit Group, Inc. FIRST & MIDDLE NAME:
STREET: 7302 S. Alton Way, CITY: Englewood STATE: CO ZIP: 80112
Suite J
DIRECTORS: HOW MANY DIRECTORS CONSTITUTE THE INITIAL BOARD OF DIRECTORS OF THE
CORPORATION?: One
THE NAMES AND ADDRESSES OF THE PERSONS WHO ARE TO SERVE AS DIRECTORS UNTIL THE
1st ANNUAL MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED AND
QUALIFIED ARE: (If more than three, continue on a 8 1/2 X 11 SHEET OF PAPER)
LAST NAME: Faestel FIRST & MIDDLE NAME: Catherine Delores
STREET: 7302 S. Alton Way, CITY: STATE: ZIP:
Suite J
LAST NAME: FIRST & MIDDLE NAME:
STREET: CITY: STATE: CO ZIP:
LAST NAME: FIRST & MIDDLE NAME:
STREET: CITY: STATE: ZIP:
INCORPORATORS: NAMES AND ADDRESSES: (if more than two, continue on a separate
8 1/2 X 11 SHEET OF PAPER)
NAME ADDRESS
Catherine D. Faestel 7302 S. Alton Way, Suite J, Englewood, CO 80112
------------------------- ------------------------------------------------
WE THE UNDERSIGNED PERSON(S) OF THE AGE OF 18 YEARS OR MORE, ACTING AS
INCORPORATOR(S) OF A CORPORATION UNDER THE COLORADO CORPORATION CODE, ADOPT THE
ABOVE ARTICLES OF INCORPORATION. THE CORPORATION IS ORGANIZED FOR ANY LAWFUL
PURPOSES. A MORE SPECIFIC PURPOSE MAY BE STATED ON A SEPARATE 8 1/2 X 11 SHEET
OF PAPER.
/s/ Catherine D. Faestel
- -------------------------------------------------
SIGNATURE
PLEASE READ REVERSE SIDE BEFORE COMPLETING
MAIL TO
Colorado Secretary of State
Corporations Office
1560 Broadway Suite 200
Denver, Colorado 80202
(303) 894-2200
Submit in duplicate
Filing Fee: $60.00
This document must be typed
- ----
RESTATED ARTICLES OF INCORPORATION WITH AMENDMENTS
Pursuant to the provisions of the Colorado Corporation Code, the undersigned
corporation adopts the following amended and restated articles of incorporation.
These articles correctly set forth the provisions of the articles of
incorporation, as amended, and supersede the original articles of incorporation
and all amendments thereto.
First: The name of the corporation is (Note 1)________________________________
Pinnacle Gaming Development Corp.
- -------------------------------------------------------------------------------
Second: The following amended and restated articles of incorporation were
adopted on December 13, 1993, in the manner marked with an X below:
Such amended and restated articles of incorporation were adopted by the
_____ board of directors where no shares have been issued.
X Such amended and restated articles of incorporation were adopted by a vote
- -----
of the shareholders. The number of shares voted for the amended and
restated articles of incorporation was sufficient for approval.
ARTICLE I: The name of the corporation as amended is (Note 2)__________________
________________________________________________________________________________
ATTACH A COPY OF YOUR AMENDED AND RESTATED ARTICLES OF INCORPORATION
PINNACLE GAMING DEVELOPMENT CORP. (Note 1)
-----------------------------------------
By /s/ Erwin Haitzmann
------------------------------------------------
XXX Erwin Haitzmann President
-------------------------------
And /s/ Norbert Teufelberger (Note 3)
-----------------------------------------
XXX Norbert Teufelberger Secretary
---------------------------
(Note 4)
______________________________________
Director
Notes: 1. Exact corporate name of the corporation adopting the amended and
restated articles of incorporation. (If there is a name change
amendment, the name before the amendment is filed)
2. If restated articles contain an amendment to the corporate name, the
corporate name as amended.
3. Signatures and titles of officers signing for the corporation
4. WHERE NO SHARES HAVE BEEN ISSUED, the signature of a director.
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PINNACLE GAMING DEVELOPMENT CORP.
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Pinnacle Gaming Development Corp.
SECOND: The following amendments to the Articles of Incorporation were
adopted by the stockholders of the Corporation on December 13, 1993, in the
manner prescribed by the Colorado Corporation Code. The number of shares voted
for the amendments was sufficient for approval. The following articles are
amended in their entirety to read:
ARTICLE I
Name
----
The name of the Corporation shall be Pinnacle Gaming Development Corp.
ARTICLE II
Duration
--------
The period of duration of the Corporation shall be perpetual.
ARTICLE III
Purpose
-------
The purpose for which the Corporation is organized is the transaction of
all lawful business for which corporations may be incorporated pursuant to the
Colorado Corporation Code.
ARTICLE IV
Capital Stock
-------------
The total number of shares of stock which the Corporation shall have
authority to issue is 10,000,000 shares, consisting of 10,000,000 shares of
Common Stock, having a par value of $.01 per share.
-1-
ARTICLE V
Cumulative Voting
-----------------
Cumulative voting shall not be allowed in elections of directors or for any
other purpose.
ARTICLE VI
Preemptive Rights
-----------------
No holders of shares of capital stock of the Corporation shall be entitled,
solely by virtue of being shareholders, to any preemptive or preferential right
to acquire any unissued stock or treasury stock or any other securities which
the Corporation may now or hereafter be authorized to issue. However, the
Corporation is authorized to transact all lawful business for which corporations
may be incorporated under the Colorado Corporation Code, which includes
authority to grant contractual or preferential purchase rights to holders of its
capital stock.
ARTICLE VII
Initial Registered office and Agent
-----------------------------------
The address of the Corporation's initial registered office in Colorado for
purposes of the Colorado Corporation Code shall be:
Suite 755
50 South Steele Street
Denver, Colorado 80209
The name of the Corporation's initial registered agent at the address of
the aforesaid registered office for purposes of the Colorado Corporation Code
shall be:
Norbert Teufelberger
ARTICLE VIII
Directors
---------
The affairs of the Corporation shall be governed by a Board of Directors
consisting of not less than three (except that there need be only as many
directors as there are, or initially will be, shareholders in the event that the
outstanding shares are, or initially will be, held of record by fewer than three
shareholders) nor more than seven (7) directors, each being natural persons, of
the age of eighteen years or older, who shall be elected in accordance with the
Bylaws of the Corporation. Subject to such limitations, the number of directors
shall be fixed by or in the manner provided in the Bylaws of the Corporation, as
may be amended from time to time, except as to the number constituting the
initial board which number shall be three (3).
-2-
The names and addresses of the members of the initial Board of Directors,
who shall hold office until the first annual meeting of the shareholders of the
Corporation or until their successors shall have been elected and qualified,
are:
Name Address
- ---- -------
James D. Forbes Suite 755
50 South Steele Street
Denver, Colorado 80209
Erwin Haitzmann Suite 755
50 South Steele Street
Denver, Colorado 80209
Norbert Teufelberger Suite 755
50 South Steele Street
Denver, Colorado 80209
ARTICLE IX
Voting
------
When, with respect to any action to be taken by shareholders of the
Corporation, the Colorado Corporation Code requires the affirmative vote of the
holders of two-thirds of the outstanding shares entitled to vote thereon, or of
any class or series, such action may be taken by the affirmative vote of the
holders of a majority of the outstanding shares entitled to vote on such action.
ARTICLE X
Bylaws
------
The initial Bylaws of the Corporation shall be adopted by the Board of
Directors. The power to alter, amend, or repeal the Bylaws or to adopt new
Bylaws shall be vested in the Board of Directors. The Bylaws may contain any
provision for the regulation and management of the affairs of the Corporation
not inconsistent with law or these Articles of Incorporation.
ARTICLE XI
Elimination of Personal Liability of a Director
-----------------------------------------------
Except for the liability of a director to the Corporation or to its
shareholders for monetary damages for:
(i) any breach of the director's duty of loyalty to the Corporation or
to its shareholders;
(ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
(iii) acts specified in Section 7-5-114, or any successor provision,
of the Colorado Corporation Code; or
(iv) any transaction from which the director derived an improper
personal benefit,
there shall be no personal liability of a director to the Corporation or to its
shareholders for monetary damages for breach of fiduciary duty as a director.
ARTICLE XII
Incorporator
------------
The name and address of the incorporator of the Corporation is as follows:
Name Address
---- -------
Catherine D. Faestel Suite J
7302 S. Alton Way
Englewood, Colorado 80112
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:
None.
FOURTH: The manner in which such amendment effects a change in the amount
of stated capital, and the amount of stated capital as changed by such
Amendment, are as follows:
None.
Dated: December 13, 1993 PINNACLE GAMING DEVELOPMENT CORP.
By /s/ Erwin Haitzmann
--------------------------------
Erwin Haitzmann, President
Attest: /s/ Norbert Teufelberger
--------------------------------
Norbert Teufelberger, Secretary
(CORPORATE SEAL)
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 13th day of
December, 1993, by Erwin Haitzmann and Norbert Teufelberger, President and
Secretary, respectively, of Pinnacle Gaming Development Corp., a Colorado
corporation, on behalf of the Corporation and verified by each person on behalf
of the Corporation, under penalties of perjury, that the foregoing instrument is
the Corporation's deed and act and that the facts stated therein are true.
Witness my hand and official seal.
(SEAL)
----------------------------------
/s/
----------------------------------
Notary Public
(S E A L)
1625 Broadway, #1600
----------------------------------
Address
Denver, CO
----------------------------------
-5-
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PINNACLE GAMING DEVELOPMENT CORP.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of incorporation:
FIRST: The name of the Corporation is Pinnacle Gaming Development Corp.
SECOND: The following amendment to the Articles of Incorporation was
adopted by the shareholders of the Corporation on May 3, 1995, in the manner
prescribed by the Colorado Business Corporation Act. The number of shares voted
for the amendments was sufficient for approval.
ARTICLE XIII
Notwithstanding any other provision of these Articles of Incorporation to
the contrary, all shares of capital stock of the Corporation shall always be
subject to redemption by the Corporation, by action of the Board of Directors,
if in the good faith judgment of the Board of Directors in accordance with its
fiduciary duties such action should be taken, pursuant to any applicable
provision of law, to the extent necessary to obtain a license or franchise, or
to prevent the loss or secure the reinstatement of any license or franchise from
any governmental agency held by the Corporation or any Subsidiary to conduct any
portion of the business of the Corporation, or any Subsidiary, which license or
franchise is conditioned upon some or all of the holders of the Corporation's
stock of any class or series possessing prescribed qualifications. The terms and
conditions of such redemption shall be as follows:
(a) the redemption price of the shares to be redeemed pursuant to
this Article XIII shall be equal to the Fair Market Value of such shares or such
other redemption price as required by pertinent state or federal law pursuant to
which the redemption is required;
(b) the redemption price of such shares may be paid in cash,
Redemption Securities or any combination thereof;
(c) if less than all the shares held by Disqualified Holders are to
be redeemed, the shares to be redeemed shall be selected in such manner as shall
be determined by the Board of Directors, which may include selection first of
the most recently purchased shares thereof, selection by lot or selection in any
other manner determined by the Board of Directors;
(d) at least 30 days' written notice of the Redemption Date shall be
given to the record holders of the shares selected to be redeemed (unless waived
in writing by any such holder); provided, however, that the Redemption Date may
be the date on which
-1-
written notice shall be given to record holders if the cash or Redemption
Securities necessary to effect the redemption shall have been deposited in trust
for the benefit of such record holders and subject to immediate withdrawal by
them upon surrender of the stock certificates fur their shares to be redeemed;
(e) from and after the Redemption Date or such earlier date as
mandated by pertinent state or federal law, any and all rights of whatever
nature, which may be held by the owners of shares selected for redemption
(including without limitation any rights to vote or participate in dividends
declared on stock of the same class or series as such shares), shall cease and
terminate and they shall thenceforth be entitled only to receive the cash or
Redemption Securities payable upon redemption; and
(f) such other terms and conditions as the Board of Directors shall
determine.
For purposes of this Article XIII:
(i) "Disqualified Holder" shall mean any holder of shares of stock of
the Corporation of any class (or classes) or series whose holding of such stock,
either individually or when taken together with the holding of shares of stock
of the Corporation of any class (or classes) or series by any other holders, may
result, in the good faith judgment of the Board of Directors in accordance with
its fiduciary duties, in the loss of, or the failure to secure a license or
franchise or the reinstatement of, any license or franchise from any
governmental agency held by the Corporation or any Subsidiary to conduct any
portion of the business of the Corporation or any Subsidiary.
(ii) "Fair Market Value" of a share of the Corporation's stock of any
class or series shall mean the average Closing Price for such a share for the 45
most recent days on which shares of stock of such class or series shall have
been traded preceding the day on which notice of redemption shall be given
pursuant to paragraph (d) of this Article XIII; provided, however, that if
shares of stock of such class or series are not traded on any securities
exchange or in the over-the-counter market, "Fair Market Value" shall be
determined by the Board of Directors in good faith; and provided, further,
however, that Fair Market Value of a share held by any stockholder who purchased
any stock of the class (or classes) or series subject to redemption within 120
days of a Redemption Date need not (unless otherwise determined by the Board of
Directors) exceed the purchase price paid by him for any stock of such class of
the Corporation. "Closing Price" on any day means the reported closing sales
price or, in case no such sale takes place, the average of the reported closing
bid and asked prices on the Composite Tape for the New York Stock Exchange-
Listed Stocks, or, if stock of the class or series in question is not quoted on
such Composite Tape, on the New York Stock Exchange, or, if such stock is not
listed on such Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such stock is
listed, or, if such stock is not listed on any such exchange, the closing sales
price, or for such stock on the National Association of Securities Dealers, Inc.
Automated Quotations System or any system then in use, or if no such prices or
quotations are available, the fair market value on the day in question as
determined by the Board of Directors in good faith.
(iii) "Redemption Date" shall mean the date fixed by the Board of
Directors for the redemption of any shares of stock of the Corporation pursuant
to this of Article XIII.
(iv) "Redemption Securities" shall mean any debt or equity securities
of the Corporation, any Subsidiary or any other corporation, or any combination
thereof, having such terms and conditions as shall be approved by the Board of
Directors and which, together with cash, if any, to be paid as part of the
redemption price, which has a value, at the time notice of redemption is given
pursuant to paragraph (d) of this Article XIII, at least equal to the Fair
Market Value of the shares to be redeemed pursuant to this Article XIII
(assuming, in the case of Redemption Securities to be publicly traded, such
Redemption Securities were fully distributed and subject only to normal trading
activity).
(v) "Subsidiary" shall mean any entity more than 50% of whose
outstanding capitalization entitled to vote generally in the election of
directors or other similar governing body is owned by the Corporation, by one or
more subsidiaries of the Corporation, or by the Corporation and one or more of
its subsidiaries.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows:
None.
FOURTH: The manner in which such amendment effects a change in the amount
of stated capital, and the amount of stated capital as changed by such
amendment, are as follows:
None.
DATED: May 4th, 1995 PINNACLE GAMING DEVELOPMENT CORP.
By /s/ James D. Forbes
-----------------------------------
James D. Forbes, Vice President
ATTEST:
/s/ Norbert Teufelberger
-------------------------------------
Norbert Teufelberger, Secretary
Address: 50 South Steele Street, Suite 755
(CORPORATE SEAL) Denver, Colorado 80209
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 4th day of May,
---
1995, James D. Forbes and Norbert Teufelberger, Vice President and Secretary,
respectively, of Pinnacle Gaming Development Corp., a Colorado corporation, on
behalf of the Corporation and verified by each person on behalf of the
Corporation, under penalties of perjury, and that the foregoing instrument is
the Corporation's deed and act and that the facts stated therein are true.
Witness my hand and official seal.
/s/ Patricia Brackelbank
--------------------------------------
Notary Public
(SEAL)
My Commission Expires 5/17/98
-----------------
READ INSTRUCTIONS ON REVERSE SIDE BEFORE COMPLETING
SUBMIT SIGNED FORM WITH FILING FEE
Report Year 1995 SECRETARY OF STATE
MAILING DATE 09/01/95 FILED
FORMATION BELOW IS ON FILE IN THIS OFFICE DO NOT CHANGE PRE-PRINTED INFORMATION SEP 25 1995
- ----------------------------------------------------------------------------------------------------------------------------------
CORPORATE NAME REGISTERED AGENT, REGISTERED OFFICE, CITY, STATE & ZIP FOR OFFICE USE ONLY
931093552 DP STATE/COUNTRY OF INC CO.
TEUFELBERGER NORBERT
PINNACLE GAMING DEVELOPMENT CORP.
951119234 C $25.00
50 S STEELE ST. 755 SECRETARY OF STATE
DENVER CO 80209 09-27-95 08:03
FIRST REPORT OR CORRECTIONS IN THIS COLUMN
- ----------------------------------------------------------------------------------------------------------------------------------
RETURN COMPLETED REPORTS TO: TYPE NEW AGENT NAME
Department of State
--------------------------------------------------
Cororate Report Section SIGNATURE OF NEW REGISTERED AGENT
--------------------------------------------------
1560 Broadway, Suite 200 MUST HAVE A STREET ADDRESS
--------------------------------------------------
Denver, CO 80202 CITY STATE ZIP
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICERS NAME AND ADDRESS TITLE Erwin Haitzmann President
50 S. Steele Street, Suite 755
Denver, CO 80209
- ----------------------------------------------------------------------------------------------------------------------------------
James D. Forbes VP
50 S. Steele Street, Suite 755
Denver, CO 80209
- ----------------------------------------------------------------------------------------------------------------------------------
Norbert Teufelberger Sec. & Treas.
50 S. Steele Street, Suite 755
Denver, CO 80209
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
DIRECTORS OR LIMITED LIABILITY COMPANY MANAGERS Erwin Haitzmann
50 S. Steele Street, Suite 755
Denver, CO 80209
- -----------------------------------------------------------------------------------------------------------------------------------
James D. Forbes
50 S. Steele Street, Suite 755
Denver, CO 80209
- -----------------------------------------------------------------------------------------------------------------------------------
Norbert Teufelberger
50 S. Steele Street, Suite 755
Denver, CO 80209
- -----------------------------------------------------------------------------------------------------------------------------------
Address of Principal Place of Business
Street: 50 S. Steele Street, Suite 755
City: Denver State: CO Zip 80209
SIGNATURE
Under penalties of perjury and as an authorized officer, I declare that this
biennial report and, if applicable, the statement of change of registered office
and/or agent, has been examined by me and is, to the best of my knowledge and
belief, true, correct, and complete.
/s/ Norbert Teufelberger
- ----------------------------------------
Authorized Agent
Title: Secretary & Treasurer Date: September 8, 1995
NOTE: DO NOT USE THIS BOX IF THIS IS YOUR FIRST REPORT!!!! SEE
INSTRUCTIONS ON REVERSE.IF THERE ARE NO CHANGES SINCE YOUR LAST REPORT,
[_] MARK THIS BOX, SIGN ABOVE AND RETURN WITH THE FEE AND BY THE DATE DUE
INDICATED ABOVE (UPPER LEFT HAND CORNER). IF YOU ARE FILING AFTER THE DATE
DUE ABOVE, CONTACT THIS OFFICE FOR THE PROPER FEE. (303) 894-2251
SEE INSTRUCTIONS ON BACK
Mail to: Secretary of State FOR OFFICE USE ONLY
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
MUST BE TYPED (303) 894-2251
FILING FEE: $10.00 Fax (303) 894-2242 951158136 C $10.00
MUST SUBMIT TWO COPIES SECRETARY OF STATE
STATEMENT OF CHANGE OF 12-26-95 15:02
REGISTERED OFFICE OR
PLEASE INCLUDE A TYPED SELF REGISTERED AGENT, OR BOTH
ADDRESSED ENVELOPE ---------------------
Pursuant to the provisions of the Colorado Business Corporation Act, the
Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act
of 1981 and the Colorado Limited Liability Company Act, the undersigned,
organized under the laws of:
Colorado
----------------------------------------------------------------------
submits the following statement for the purpose of changing its registered
office or its registered agent, or both, in the state of Colorado:
FIRST: The name of the corporation, limited partnership or limited liability
company is: Pinnacle Gaming Development Corp.
----------------------------------------------------------
SECOND: Street address of current REGISTERED OFFICE is: 50 S. Steele Street,
----------------------
Suite 755, Denver, Colorado 80209
-----------------------------------------------------------------------
(Include City, State, Zip)
and if changed, the new street address is: 1675 Broadway, Suite 1200,
---------------------------
Denver, Colorado 80202
-----------------------------------------------------------------------
THIRD: The name of its current REGISTERED AGENT is: Norbert Teufelberger
--------------------------
and if changed, the new registered agent is: The Corporation Company
-------------------------
Signature of New Registered Agent: /s/ Registered Agent
-------------------------------------
Principal place of business:___________________________________________
The address of its registered office and the address of the business office of
its registered agent, as changed, will be identical.
PINNACLE GAMING DEVELOPMENT CORP.
-------------------------------------
Name of Entity
By: /s/ Treasurer
----------------------------------
Its: Treasurer
---------------------------------
Title
SECRETARY OF STATE FOR OFFICE USE ONLY
CORPORATIONS SECTION
MUST BE TYPED
FILING FEE: $10.00
MUST SUBMIT TWO COPIES STATEMENT OF CHANGE OF 961047470 C $15.00
REGISTERED OFFICE OR SECRETARY OF STATE
REGISTERED AGENT, OR BOTH 04-05-96
PLEASE INCLUDE A TYPED SELF
ADDRESSED ENVELOPE --------------------
Pursuant to the provisions of the Colorado Business Corporation Act, the
Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act
of 1981 and the Colorado Limited Liability Company Act, the undersigned,
organized under the laws of: COLORADO submits the following statement for the
--------
purpose of changing its registered office or its registered agent, or both, in
the state of Colorado:
FIRST: The name of the corporation, limited partnership or limited liability
company is: PINNACLE GAMING DEVELOPMENT CORP.
--------------------------------------------
SECOND: Street address of current REGISTERED OFFICE is: 1675 Broadway, Suite
--------------------
1200, Denver, CO 80202
----------------------------
and if changed, the new street address is:___________________________
c/o The Prentice-Hall Corporation System, Inc.
One Civic Center Plaza, 1560 Broadway, Denver, Colorado 80202
---------------------------------------------------------------------
THIRD: The name of its current REGISTERED AGENT is: The Corporation Company
-------------------------
and if changed, the new registered agent is: The Prentice-Hall
-----------------
Corporation System, Inc.
------------------------
Signature of New Registered Agent: /s/ of the Registered Agent
---------------------------
Principal place of business:___________________________________
The address of its registered office and the address of the business office of
its registered agent, as changed, will be identical.
PINNACLE GAMING DEVELOPMENT CORP.
---------------------------------------
Name of Entity
By: /s/ Secretary
------------------------------------
Its: Secretary
-----------------------------------
Title
FEE $ 25.00 STATE OF COLORADO
-----------
ON OR BEFORE BIENNIAL REPORT OF
DATE DUE 11/30/1997 A CORPORATION OR LIMITED LIABILITY COMPANY
--------------
REPORT YEAR 1997
- -----------
READ INSTRUCTIONS ON REVERSE SIDE BEFORE COMPLETING
SUBMIT SIGNED FORM WITH FILING FEE
MAILING DATE 09/01/1997
FORMATION BELOW IS ON FILE IN THIS OFFICE DO NOT CHANGE PRE-PRINTED INFORMATION
CORPORATE NAME REGISTERED AGENT, REGISTERED OFFICE, CITY, STATE & ZIP FOR OFFICE USE ONLY
931093552 DP STATE/COUNTRY OF INC CO.
19931093552 DPC STATE/COUNTRY OF INC CO 19971165887 M
PRENTICE-HALL CORP SYSTEM INC. $ 25.00
PINNACLE GAMING DEVELOPMENT CORP. Secretary of State
1560 BROADWAY 10-16-97 13:48:22
DENVER, CO 80202-5817
FIRST REPORT OR CORRECTIONS IN THIS COLUMN
- -----------------------------------------------------------------------------------------------------------------------------------
RETURN COMPLETED REPORTS TO: TYPE NEW AGENT NAME
Department of State
-------------------------------------------------
Cororate Report Section SIGNATURE OF NEW REGISTERED AGENT
-------------------------------------------------
1560 Broadway, Suite 200 MUST HAVE A STREET ADDRESS
-------------------------------------------------
Denver, CO 80202 CITY STATE ZIP
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICERS NAME AND ADDRESS TITLE Arthur M. Goldberg
3930 Howard Hughes Pkwy.
Las Vegas, NV 89109
- ------------------------------------------------------------------------------------------------------------------------------------
Timothy J. Parrott
P.O. Box 399
Verdi, NV 89439
- ------------------------------------------------------------------------------------------------------------------------------------
Timothy M. Hawes
3930 Howard Hughes Pkwy.
Las Vegas, NV 89109
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- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS OR LIMITED LIABILITY COMPANY MANAGERS
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PLEASE SEE ATTACHED LIST.
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- ------------------------------------------------------------------------------------------------------------------------------------
Address of Principal Place of Business
Street: 9336 Civic Center Drive
City: Beverly Hills State: CA Zip 90210
SIGNATURE
Under penalties of perjury and as an authorized officer, I declare that this
biennial report and, if applicable, the statement of change of registered office
and/or agent, has been examined by me and is, to the best of my knowledge and
belief, true, correct, and complete.
By: /s/ Director
------------------------
Authorized Agent
Title: Director Date: October 3, 1997
NOTE: DO NOT USE THIS BOX IF THIS IS YOUR FIRST REPORT!!!! SEE
[_] INSTRUCTIONS ON REVERSE. IF THERE ARE NO CHANGES SINCE YOUR LAST REPORT,
MARK THIS BOX, SIGN ABOVE AND RETURN WITH THE FEE AND BY THE DATE DUE
INDICATED ABOVE (UPPER LEFT HAND CORNER). IF YOU ARE FILING AFTER THE
DATE DUE ABOVE, CONTACT THIS OFFICE FOR THE PROPER FEE. (303) 894-2251
SEE INSTRUCTIONS ON BACK
PINNACLE GAMING DEVELOPMENT CORP.
(A COLORADO CORPORATION)
DIRECTORS
Arthur M. Goldberg
3930 Howard Hughes Pkwy.
Las Vegas, NV 89109
Timothy J. Parrott
P.O. Box 399
Verdi, NV 89439
Timothy M. Hawes
3930 Howard Hughes Pkwy.
Las Vegas, NV 89109
Robert F. List
P.O. Box 399
Verdi, NV 89439