Exhibit 3.14
ARTICLES OF INCORPORATION UNITED STATES OF AMERICA
OF STATE OF LOUISIANA
WINNER'S CHOICE TRUCK STOP, INC. PARISH OF CALCASIEU
BE IT KNOWN, that on this 10th day of May, 1993, before me, the undersigned
authority, a Notary Public, duly commissioned and qualified, in and for the
State and Parish aforesaid, therein residing, and in the presence of the
witnesses hereinafter named and undersigned, personally came and appeared the
persons whose names are hereunto subscribed, who declared that, availing
themselves of the benefits and provisions of the Constitution and Laws of
Louisiana, and particularly R. S. 12:1 to 178, they do, by these presents,
contract, agree, bind and obligate themselves to form, organize and constitute
themselves, as well as their successors, into a business corporation, for the
objects and purposes and under the conditions, covenants, stipulations and
agreements of the articles following, to-wit:
ARTICLE I.
The name and title of this corporation shall be WINNER'S CHOICE TRUCK STOP,
INC., and under and by said name, unless sooner dissolved in accordance with
law, it shall exist and continue, and shall have and enjoy corporate existence
and succession in perpetuity, or such maximum period as may be authorized by the
Laws of Louisiana, during which time it shall
have and possess all the powers, rights, and privileges which corporations are
and may hereafter be authorized to have and possess under the Constitution and
Laws of Louisiana.
ARTICLE II.
The objects and purposes for which this corporation is formed and the
nature of the business to be carried on by it are hereby declared to be as
follows:
To operate a TRUCK STOP business, including, but not limited to, the sale
of fuel and other oil by-products for motor vehicles, including tractor-trailer
rigs, operation of a convenience store, restaurant, cafe, and/or amusement
rooms, the sale of alcoholic beverages, and to enter into any lawful business
activity for which corporations may be formed under the Business Corporation
Laws of the State of Louisiana.
The foregoing shall be construed both as objects and powers but the
enumeration thereof shall not be held to limit or restrict in any manner the
powers and privileges conferred on this corporation by the Constitution and Laws
of Louisiana.
ARTICLE III.
The total authorized capital stock of this corporation shall be ONE
THOUSAND (1,000) Shares of common stock having no par
value. Shareholders shall have preemptive rights. The transfer of stock of this
corporation shall be made only in the book of the corporation by the
stockholders, in person or by proxy, and under such rules and regulations as
the Board of Directors may in accordance with law prescribe from time to time.
ARTICLE IV.
The amount of paid in capital with which this corporation may begin
business in hereby fixed at ONE THOUSAND ($1,000.00) DOLLARS which has been duly
paid.
ARTICLE V.
The business and affairs of this corporation shall be managed, and all the
corporate powers thereof shall be vested in and exercised by a board of not less
than one (1) nor more than five (5) directors. The number of directors may be
increased or decreased within the said limits by a majority vote of the
directors.
The Board of Directors shall have authority to make and alter bylaws, fix
their own qualifications, classifications or terms of office and fix or increase
their compensation, subject to the power of the shareholders to change or repeal
the bylaws so made.
The Board of Directors shall have power and authority with respect to
capital, surplus and dividends, including allocation, increases, reduction,
utilization, distribution, and payment, as is permitted and provided by R. S.
12:61, 61 and 63 or other applicable law.
The Board of Directors shall have full authority to exercise other powers
and to perform such other lawful activities in which the corporation and/or its
shareholders may engage, unless prohibited from doing so by law or this
corporation's charter or bylaws.
Until otherwise provided in the bylaws any director absent from a meeting
may be represented by any other director or shareholder, who may cast the vote
of the absent director according to his or her written instructions, general or
special.
The general annual meeting of the shareholders for the election of
directors shall be held at the registered office of the Corporation, and shall
take place on the first Monday of May of each year, beginning with year 1993.
Upon the written request of shareholders holding sixty (60%) percent of
this corporation's issued and outstanding voting stock, any director may be
replaced, even though his term of office may not have expired.
ARTICLE VI.
The names and addresses of the incorporators are as follows:
ANTHONY J. PALERMO, SR. JOSEPH PALERMO, JR.
2701 Maplewood Dr. 2701 Maplewood Dr.
Sulphur, LA 70663 Sulphur, LA 70663
JAMES P. KOEHLER
P. O. Box 15
Aberdeen, SD 57402-0015
The name and address of the registered agent for service of process are as
follows:
DENNIS R. SUMPTER
1003 S. Huntington
Sulphur, LA 70663
ARTICLE VII.
The incorporators, officers and directors of this corporation claim the
benefits of limitation of liability of the provisions of LSA-R.S. 12:24C (1968,
as amended 1987) to the fullest extent allowed by law as fully and completely as
though said provisions were recited herein in full.
ARTICLE VIII.
Section 1. No stock in this corporation shall be transferred to any person
not already a shareholder of this corporation unless the stock shall have been
first offered for
sale to the corporation, and, if the corporation shall fail or refuse to accept
this offer, to each of the other stockholders of this corporation. The offeree
shall have an option to purchase the stock to be transferred at the following
price: At the same price and on the same terms and conditions as the offeror
shall have been offered by a third person at arm's length, acting in good faith.
The offer shall be in writing and shall set forth the price and terms on which
the stock is offered. It shall be sent by registered mail to the President and
Secretary of the Corporation and to each stockholder at the address listed on
the corporation books. The right to transfer stock shall not exist until the
corporation and all existing stockholders either refuse in writing the offer so
made, or waive the requirement of an offer in writing, or until they fail for a
period of thirty (30) days after receipt of the written offer to accept it by
compliance with the terms therein set forth. Regulations as to the formalities
and procedures to be followed in effecting the transfer may be prescribed in the
bylaws of the corporation.
Section 2. Should the corporation be unable or unwilling for any reason to
exercise its option as granted above, the option may be exercised by such
stockholders as desire to exercise it, in the proportions in which these
stockholders hold stock in the corporation.
Section 3. After the expiration of the option period, no transfer at a
price less than has been offered to the corporation and the other stockholders,
or on terms or conditions varying from those stated in the letter notifying the
corporation and the stockholders of a proposal to transfer, shall be valid until
the right shall have been offered to the corporation and the stockholders to
purchase the stock proposed to be transferred at the precise price and on the
precise terms and conditions which were offered to or by the stockholder who
proposes to transfer his stock.
Section 4. The stockholders in this corporation may make arrangements,
either in bylaws or by a shareholder agreement, among themselves relative to
the purchase, among themselves, of the stock of this corporation in the event of
the death, divorce, judicial separation, insanity, retirement, or disability of
any stockholder, or in the event of a transfer of his stock by donation to the
stockholder's spouse and linear descendants. A copy of any such agreement shall
be filed with the Secretary or Secretary-Treasurer of this corporation, and the
provisions of any such agreement shall be binding upon the persons who are
parties to it and their respective heirs, administrators, legatees, executors,
and assigns.
Section 5. Except as to a transfer on death or a gift of the stock of a
stockholder to his spouse or linear descendants
(which shall be controlled, if at all, by the bylaws of a shareholder
agreement), no sale, mortgage, pledge, conveyance, transfer, seizure, donation,
sale under legal process or attachment or by virtue of any pledge or
hypothecation, and no other disposal of stock of any nature whatsoever shall
have any effect as related to the corporation or its stockholders, nor shall it
be valid in any fashion until the option period above shall have expired.
Section 6. The corporation may waive its option to purchase by majority
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vote of the Board of Directors. Any shareholder may waive the option to purchase
prior to or at the time of any specific offer of stock, or for any and all
offers, by executing a written waiver in form specified by and acceptable to the
Corporation.
THUS DONE AND PASSED in my office in Sulphur, Calcasieu Parish, Louisiana,
on the 10th day of May, 1993, in the presence of [Illegible] and [Illegible]
competent witnesses, who hereunto sign their names with the said Appearers and
me, Notary, after due reading of the whole.
WITNESSES:
/s/ Illegible /s/ Anthony J. Palermo, Sr.
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ANTHONY J. PALERMO, SR.
/s/ Illegible
- ----------------------
/s/ Illegible
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NOTARY PUBLIC
THUS DONE AND PASSED in my office in Sulphur, Calcasieu Parish, Louisiana,
on the 10th day of May, 1993, in the presence of [Illegible] and [Illegible],
competent witnesses, who hereunto sign their names with the said Appearers and
me, Notary, after due reading of the whole.
WITNESSES:
/s/ Illegible /s/ Joseph R. Palermo, Jr.
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JOSEPH R. PALERMO, JR.
/s/ Illegible
- ----------------------
/s/ Illegible
---------------------------
NOTARY PUBLIC
THUS DONE AND PASSED in my office in Sulphur, Calcasieu Parish, Louisiana,
on the 10th day of May, 1993, in the presence of [Illegible] and [Illegible],
competent witnesses, who hereunto sign their names with the said Appearers and
me, Notary, after due reading of the whole.
WITNESSES:
/s/ Illegible /s/ James P. Koehler
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JAMES P. KOEHLER
/s/ Illegible
- ----------------------
/s/ Illegible
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NOTARY PUBLIC
Prepared and Furnished by
[Illegible]
Secretary of State
INITIAL REPORT BY DOMESTIC CORPORATIONS
(To be filed when the Articles of Incorporation are filed) [GRAPHIC]
(R.S. 1950, 12:101)
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State of Louisiana
Parish of CALCASIEU
To: The Secretary of State
Baton Rouge, Louisiana
Complying with R.S. 1950, 12:101, WINNER'S CHOICE TRUCK STOP, INC.
--------------------------------
(Name of Corporation)
hereby makes its initial report as follows:
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Municipal Address or Location of its Registered Office
2701 Maplewood Drive, Sulphur, LA 70663
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Name and Municipal Address or Location of Each Registered Agent
Dennis R. Sumpter, 1003 S. Huntington, Sulphur, LA 70663
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Names & Addresses of the First Directors (if selected when articles are filed)
Anthony J. Palermo, Sr., 2701 Maplewood Drive, Sulphur, LA 70663
Joseph R. Palermo. Jr., 2701 Maplewood Drive, Sulphur, LA 70663
James P. Koehler, P.O. Box 15, Aberdeen, South Dakota 57402-0015
Dated at Sulphur, LA, on the 11th, day of May, 1993
/s/ Antony J. Palermo Sr.
----------------------------------------
ANTONY J. PALERMO, SR.
/s/ Joseph R. Palermo Jr.
----------------------------------------
JOSEPH R. PALERMO, JR.
/s/ James P. Koehler
----------------------------------------
JAMES P. KOEHLER
(To be signed by Each Incorporator)
================================================================================
(DOMESTIC/FOREIGN)
AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
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BY DESIGNATED REGISTERED AGENT
------------------------------
ACT 769 OF 1987
---------------
To the State Corporation Department
State of Louisiana
STATE OF LOUISIANA
PARISH/COUNTY OF CALCASIEU
On this 11th day of May, 1993, before me, a Notary Public in and for the
State and Parish aforesaid, personally came and appeared DENNIS R. SUMPTER, who
is to me known to be the person, and who, being duly sworn, acknowledged to me
that he does hereby accept appointment as the Registered Agent of WINNER'S
CHOICE TRUCK STOP, INC., which is a Corporation authorized to transact business
in the State of Louisiana pursuant to the provisions of the Title 12, Chapter 1,
2, and 3.
/s/ Illegible
------------------------------
REGISTERED AGENT
Subscribed and sworn to before
me on the day, month and year
first above set forth
/s/ Illegible
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NOTARY PUBLIC
NOTE: If the Agent is a Corporation authorized to act as an agent, then the
affidavit must be executed by an officer of the corporation.
Issued by W. Fox McKeithen
Secretary of State
SS 388 (9/87)
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W. Fox McKeithen NOTICE OF CHANGE OF REGISTERED OFFICE
Secretary of State AND/OR CHANGE OF REGISTERED AGENT
[GRAPHIC] (R.S. 12:104 & 12:236)
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Domestic Corporation
(Business or Non-Profit) Return to: Corporation Division
Enclose $20.00 filing fee P.O. Box 94125
Make remittance payable to Baton Rouge, LA 70804 - 9125
Secretary of State Phone (504)925 - 4704
Do not send Cash
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Corporation Name: Winner's Choice Truck Stop, Inc.
CHANGE OF LOCATION OF REGISTERED OFFICE
Notice is hereby given that the Board of Directors of the above named
corporation has authorized a change in the location of the corporation's
registered office. The new registered office is located at: 12121 S. Choctaw
Drive, Baton Rouge, LA 70815
/s/ GEORGE D. LOCKHART
---------------------------------
Authorized Representative
GEORGE D. LOCKHART
President
Title
I certify that I am the duly elected and qualified Secretary of the above named
corporation, and that George D. Lockhart, the authorized representative whose
name is subscribed herein was duly authorized to complete this Notice of Change
of Location pursuant to a resolution adopted at a meeting of the Board of
Directors of the above named corporation, duly convened.
/s/ CLAUDE M. PENN, JR.
---------------------------------
Secretary
CLAUDE M. PENN, JR.
CHANGE OF REGISTERED AGENT(S)
Notice is hereby given that the Board of Directors of the above named
corporation has authorized the change of the corporation's registered agent(s).
The name(s) and address(es) of the new registered agent(s) is/are as follows:
Jay J. Harris, HARRIS & PUGH, L.L.C., 1406 S. Range Avenue,
Suite 2, Denham Springs, LA 70726
/s/ GEORGE D. LOCKHART
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President, Vice President or Secretary
GEORGE D. LOCKHART, President
AGENT AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE
I hereby acknowledge and accept the appointment of registered agent(s) for and
on behalf of the above named corporation.
/s/ JAY J. HARRIS
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JAY J. HARRIS
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Registered Agent(s)
Sworn to and subscribed before me this 26th day of April, 1999.
/s/ CHARLOTTE A. PUGH
--------------------------------------
Notary
CHARLOTTE A. PUGH
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WINNER'S CHOICE TRUCK STOP, INC.
12121 S. Choctaw Drive
Baton Rouge, Louisiana 70815
May 13, 1999
Ms. Helen J. Cumbo
State of Louisiana
Secretary of State
P.O. Box 94125
Baton Rouge, LA 70804-9125
Re: Winner's Choice Truck Stop, Inc.
Dear Ms. Cumbo:
Pursuant to your correspondence dated May 7, 1999, a copy of which is
attached, please be advised that the new officers of Winner's Choice Truck Stop,
Inc. are as follows:
President: George D. Lockhart
12121 S. Choctaw Drive
Baton Rouge, LA 70815
Secretary: Claude M. Penn, Jr.
12121 S. Choctaw Drive
Baton Rouge, LA 70815
Please note these new officers in the records of the Secretary of State and
delete Ms. Jacqueline Palermo as a current officer of this corporation.
We have enclosed the required filing fee of $20.00 payable to the Secretary
of State for the revision of these records.
Thanking you for your assistance in this matter, I am
Sincerely,
/s/ Claude M. Penn
------------------------
Claude M. Penn, Jr.
Enclosure
AMENDMENT TO ARTICLES OF INCORPORATION
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OF
--
WINNER'S CHOICE TRUCK STOP, INC.
--------------------------------
STATE OF LOUISIANA
PARISH OF LIVINGSTON
BEFORE ME, the undersigned notary public, and in the presence of the two
undersigned competent witnesses, personally came and appeared:
George D. Lockhart and Claude M. Penn, Jr., the President and Secretary of
Winner's Choice Truck Stop, Inc., respectively, duly authorized by a corporate
resolution, herein appearing and acting for and on behalf of Winner's Choice
Truck Stop, Inc., a corporation organized under the laws of the State of
Louisiana, by act before Dennis R. Sumpter, Notary Public for the Parish of
Calcasieu, State of Louisiana, who declared that, pursuant to the resolution of
the shareholders of Winner's Choice Truck Stop, Inc., adopted at a meeting of
the shareholders on the 23rd day of June, 1999, at the registered office of
Winner's Choice Truck Stop, Inc., 12121 S. Choctaw Drive, Baton Rouge, Louisiana
70815, a certified copy of the minutes of which meeting are attached hereto,
they now appear for the purpose of executing this act of amendment, as passed by
the unanimous vote of all shareholders of Winner's Choice Truck Stop, Inc.
And, appearers do further declare that it was resolved that Article I. of
the Articles of Incorporation be amended to read as follows:
ARTICLE I.
The name and title of this corporation shall be Winner's Choice Casino,
Inc., and under and by said name, unless sooner dissolved in accordance
with law, it shall exist and continue, and shall have and enjoy corporate
existence and succession in perpetuity, or such maximum period as may be
authorized by the laws of Louisiana, during which time it shall have and
possess all the powers, rights, and privileges which corporations are and
may hereafter be authorized to have and possess under the constitution and
laws of Louisiana."
And, appearers, having requested me, notary, to duly make note of the
aforesaid amendment in the form of this authentic act in order that the
amendment may be promulgated and recorded, and become part of the Articles of
Incorporation of Winner's Choice Casino, Inc., I, notary, do hereby so note said
amendment and cause the same to be executed in authentic form as hereinabove set
forth.
THUS DONE AND PASSED at my office in the City of Denham Springs, Parish of
Livingston, State of Louisiana, on the 23rd day of June, 1999 in the presence of
the two undersigned competent witnesses, who signed with appearer, and me,
notary, after reading of the whole.
WITNESSES: WINNER'S CHOICE TRUCK STOP, INC.
/s/ Deborah M. Bond By: /s/ George D. Lockhart
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Deborah M. Bond GEORGE D. LOCKHART, President
/s/ Cathy M. Ellis By: /s/ Claude M. Penn
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Cathy M. Ellis CLAUDE M.PENN, JR., Secretary
/s/ Jay J. Harris
----------------------------
JAY J. HARRIS, Notary Public
EXCERPT FROM THE MINUTES OF A MEETING
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OF
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WINNER'S CHOICE TRUCK STOP, INC.
--------------------------------
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
WHEREAS, it is necessary for the business of the corporation that George D.
Lockhart, as President, and Claude M. Penn, Jr., as Secretary, of the
corporation be authorized to execute an authentic notarial document amending the
name of the corporation to that of Winner's Choice Casino, Inc.
Upon motion duly made, seconded and unanimously carried by all shareholders
of the corporation, it was:
RESOLVED, that George D. Lockhart, as President, and Claude M. Penn, Jr.,
as Secretary, be and they are hereby authorized to execute an authentic notarial
document amending the name of the corporation to that of Winner's Choice Casino,
Inc.
/s/ George D. Lockhart
------------------------------
GEORGE. D. LOCKHART, President
Attest:
/s/ Claude M. Penn
- -----------------------------
CLAUDE M.PENN, JR., Secretary
CERTIFICATE
-----------
I, Claude M. Penn, Jr., Secretary, certify that the above and foregoing are
true minutes of a meeting of the shareholders of Winner's Choice Truck Stop,
Inc., held on the 23rd day of June, 1999.
/s/ Claude M. Penn
-----------------------------
CLAUDE M.PENN, JR., Secretary
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W. Fox McKeithen NOTICE OF CHANGE OF REGISTERED OFFICE
Secretary of State AND/OR CHANGE OF REGISTERED AGENT
[GRAPHIC] (R.S. 12:104 & 12:236)
------------------------------------------------------------------
Domestic Corporation Return to: Corporation Division
(Business or Non-Profit) P.O. Box 94125
Enclose $20.00 filing fee Baton Rouge, LA 70804-9125
Make remittance payable to Phone (504)925-4704
Secretary of State
Do not send cash
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Corporation Name: Winner's Choice Casino, Inc.
CHANGE OF LOCATION OF REGISTERED OFFICE
Notice is hereby given that the Board of Directors of the above named
corporation has authorized a change in the location of the corporation's
registered office. The new registered office is located at:
---------------------
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To be signed by one (1) officer or two (2) directors
----------------------------------------------------
CHANGE OF REGISTRED AGENT(S)
Notice is hereby given that the Board of Directors of the above named
corporation has authorized the change of the corporation's registered agent(s).
The name(s) and address(es) of the new registered agent(s) is/are as follows:
Ian M. Stewart
1003 S. Hugh Wallis, Suite D
LaFayette, LA 70508
/s/ Ian M. Stewart
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President, Vice President or Secretary
Ian M. Stewart, President
AGENT AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE
I hereby acknowledge and accept the appointment of registered agent(s) for and
on behalf of the above named corporation.
/s/ Ian M. Stewart
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Registered Agent(s)
Ian M. Stewart
State of Virginia
County of NewKent
Sworn to and subscribed before me this 14th day of February, 2001
/s/ Illegible
--------------------------------------
Notary
My Commission Expires, August, 31 2004
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(See instructions on back)
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W. Fox McKeithen NOTICE OF CHANGE OF REGISTERED OFFICE
Secretary of State AND/OR CHANGE OF REGISTERED AGENT
[GRAPHIC] (R.S. 12:104 & 12:236)
---------------------------------------------------------------------
Domestic Corporation
(Business or Non-Profit) Return to: Commercial Division
Enclose $20.00 filing fee P.O.Box 94125
Make remittance payable to Baton Rouge, LA 70804-9125
Secretary of State Phone (225)925-4704
Do Not Send Cash Web Site: www.sec.state.la.us
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Corporation Name: Winner's Choice Casino, Inc.
CHANGE OF LOCATION OF REGISTERED OFFICE
Notice is hereby given that the Board of Directors of the above named
corporation has authorized a change in the location of the corporation's
registered office. The new registered office is located at:
1003 S. Hugh Wallis, Suite D, Lafayette, LA 70508
/s/ Illegible 03/08/01
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To be signed by one (1) officer or two (2) directors Date
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Date
CHANGE OF REGISTRED AGENT(S)
Notice is hereby given that the Board of Directors of the above named
corporation has authorized the change of the corporation's registered agent(s).
The name(s) and address(es) of the new registered agent(s) is/are as follows:
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President, Vice President or Secretary Date
AGENT'S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE
I hereby acknowledge and accept the appointment of registered agent(s) for and
on behalf of the above named corporation.
--------------------------------
--------------------------------
Sworn to and subscribed before me the undersigned Notary Public, on this date:
- ------------------
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Notary
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(see instruction on back)
Winner's Choice Casino, Inc.
1003 S. Hugh Wallis
Suite D
Lafayette, Louisiana 70508
March 7, 2001
Secretary of State
CORPORATIONS DIVISION
Post Office Box 94125
Baton Rouge, Louisiana 70804-9125
RE: Winner's Choice Casino, Inc.
Change in Officers and Directors
Charter No.: 34434718D
To Whom It May Concern:
Please allow this letter to serve as notification of a change in the
Officers and Directors of the Louisiana Business Corporation set forth above.
The following officers and/or directors have resigned and/or have been
removed from the corporation. As such, please amend your files to reflect their
removal and resignation.
George D. Lockhart
Claude M. Penn, Jr.
Additionally, the following individuals have been elected to the Board of
Directors of the corporation. As such, please amend your files to reflect their
election:
Jeffrey P. Jacobs
Ian M. Stewart
Finally, the following individuals have been elected to the respective
offices set forth next to their names. As such, please amend your files to
reflect their election:
Ian M. Stewart President
Reid M. Smith Executive Vice President, Secretary & Treasurer
Thank you very much for your assistance with this matter.
Very truly yours,
/s/ Reid M. Smith
-------------------------------------
Reid M. Smith
Executive Vice President
CHRISTOPHER G. YOUNG
A Professional Law Corporation
Suite 2A-210
701 Metairie Road
Metairie, Louisiana 70005
Telephone (504) 828-6900
Facsimile (504) 831-9930
March 13, 2001
VIA FACSIMILE TRANSMISSION
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(225) 922-0435
ATTN: Ms. Yvonne
CORPORATIONS DIVISION
Secretary of State
Baton Rouge, Louisiana
RE: Houma Truck Plaza & Casino, L.L.C.
Charter No.:34802608K
Winner's Choice Casino, Inc.
Charter No.: 34434718D
Dear Ms. Yvonne.
In accordance with our telephone discussion earlier today, following you
will find the addresses of the new members and managing agents of the limited
liability company set forth above:
Name Address Position
- ---- ------- --------
Jeffrey P. Jacobs 1001 N U.S. Highway One #170 Member
Jupiter, Florida 33477
Richard E. Jacobs 12700 Lake Road Member
Lakewood, Ohio 44107
Ian M. Stewart 9258 Hunt Club Lane Managing Agent
Mechanicsville, Virginia 23111
Reid M. Smith 5313 Golf Villa Managing Agent
Glenn Allen Virginia 23059
Page Two
ATTN: Ms. Yvonne
March 13, 2001
Also enclosed find a copy of corporate of documents of Winner's Choice
Casino, Inc., a Louisiana Business Corporation, which were filed with your
office at the same time the Houma Truck Plaza & Casino, LLC documents were
submitted. Would you kindly provide the same addresses to the appropriate person
in your office?
Should you need any additional information, please do not hesitate to
contact me.
Thank you very much for your assistance
Very truly yours,
/s/ Christopher G. Young
------------------------
Christopher G. Young
CGY/ted
Documents Included
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W.Fox McKeithen DOMESTIC CORPORATION
Secretary of State ANNUAL REPORT
[GRAPHIC]
For Period Ending
May 17, 2001
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Mailing Address Only (INDICATE ANY CHANGES BELOW) (INDICATE ANY CHANGES BELOW)
34434718 D 163 Registered Office Address in Louisiana
WINNER'S CHOICE CASINO, INC. (Do Not Use P.O. Box)
C/O IAN M. STEWART 1003 S. HUGH WALLIS, STE. D
1003 S. HUGH WALLIS, STE. D LAFAYETTE, LA 70508
LAFAYETTE, LA 70508
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Federal Tax ID Number Issued Shares
72-1227314
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Our records indicate the following registered agents for the corporation.
Indicate any changes or deletions below. All agents must have a Louisiana
address. Do not use a P.O. Box. New registered agents require a notarized
signature.
IAN M. STEWART
1003 S. HUGH WALLIS, STE. D/LAFAYETTE, LA 70508
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I hereby accept the appointment of registered Sworn to and subscribed before me on May 3, 2001
agent(s).
/s/ Ian M. Stewart /s/ Illegible
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My Commission expires: 8/31/04
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Our records indicate the following officers or directors for the corporation.
Indicate any changes or deletions below. If additional space is needed, attach
an addendum. Include addresses. Do not use a P.O. Box. Indicate all offices held
by each individual listed.
IAN M. STEWART PRES/DIR
9258 HUNT CLUB LANE/MECHANICSVILLE, VA 23111
REID M. SMITH VICE PRES/SECT/TREAS
5313 GOLF VILLA/GLENN ALLEN, VA 23059
JEFFREY P. JACOBS DIR
1001 N. U.S. HIGHWAY ONE #170/JUPITER , FL 33477
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2001 MAY 14 AM 9:20
SECRETARY OF STATE
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To be signed by one officer or two directors. Title Phone Date
SIGN-- /s/ Ian M. Stewart PRESIDENT (804)966-7223 5/3/01
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Return by: May 17, 2001 CHECK
Enclose filling fee of $25.00 IF NO
Make remittance payable to Secretary of State to: Commercial Division CHANGE
P.O. Box 94125
Do Not Send Cash Baton Rouge, LA 70894-9125 ( )
web site: www.sec.state.la.us Phone (225) 925-4704
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UNSIGNED REPORTS WILL BE RETURNED