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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 OWNERSHIP,
WHICH MERGES:
"ATC HOLDINGS II, INC.", A DELAWARE CORPORATION,
WITH AND INTO "AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION"
UNDER THE NAME OF "AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION", A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS
RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF JUNE, A.D., 1996, AT
9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
[SEAL] EDWARD J. FREEL
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Edward J. Freel, Secretary of State
AUTHENTICATION:
0848557 8100M 8008511
DATE:
960190726 06-28-96
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
ATC HOLDINGS II, INC.
(a Delaware corporation)
INTO
AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION
(a Delaware corporation)
Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
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American Television and Communications Corporation, a corporation
organized and existing under the laws of the State of Delaware (the
"Corporation"), does hereby certify:
FIRST: That the Corporation is a corporation duly organized and
existing pursuant to the provisions of the General Corporation Law of the State
of Delaware (the "DGCL");
SECOND: That the Corporation lawfully owns all of the outstanding
shares of each authorized class of capital stock of ATC Holdings II, Inc., a
Delaware corporation (the "Subsidiary");
THIRD: That by resolutions of its Board of Directors duly adopted by
unanimous written consent on June 28, 1996, the Corporation approved the merger
of the Subsidiary with and into itself in accordance with Section 253 of the
DGCL, and that said resolutions read exactly as set forth in Exhibit A to this
Certificate; and
FOURTH: That the merger shall be effective at 9:00 a.m. on June 28,
1996.
IN WITNESS WHEREOF, American Television and Communications Corporation
has caused this Certificate of Ownership and Merger to be executed and
acknowledged in accordance with Section 103 of the DGCL on this 28th day of
June, 1996.
AMERICAN TELEVISION AND
COMMUNICATIONS CORPORATION
By: /s/ Gail L. Allaman
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Vice President
2
Exhibit A
RESOLVED, that ATC Holdings II, Inc., a Delaware corporation
("ATCH II"), all of the outstanding capital stock of which is owned by
the Company, be merged with and into the Company, which shall be the
surviving corporation, pursuant to Section 253 of the DGCL, and that
upon such merger becoming effective the Company assume all of the
liabilities and obligations of ATCH II;
RESOLVED, that the president or any vice president and the
secretary or any assistant secretary of the Company be, and each of
them hereby is, directed to prepare and execute, under the seal of the
Company, a Certificate of Ownership and Merger, which shall set forth a
copy of these resolutions, to merge ATCH II with and into the Company,
and to file the same in the office of the Secretary of State of the
State of Delaware;
RESOLVED, that as a result of and in connection with the
merger contemplated by these resolutions, ATCH II shall be completely
liquidated in compliance with Section 332 of the Internal Revenue Code
of 1986, as amended ("Section 332"), and such liquidation shall be
effected at such time as is specified as the effective time of the
merger in the Certificate of Ownership and Merger that shall be filed
with the Secretary of State of the State of Delaware;
RESOLVED, that the foregoing resolutions relating to the
effectuation of the merger of ATCH II with and into the Company shall
be deemed, with respect to ATCH II, to constitute a plan of liquidation
satisfying the requirements of Section 332;
RESOLVED, that the merger shall not become effective until,
and shall become effective upon, the filing of the Certificate of
Ownership and Merger with the Secretary of State of the State of
Delaware or at such later time or date as may be set forth in said
Certificate of Ownership and Merger;
RESOLVED, that the foregoing resolutions may be amended or
terminated by this Board of Directors at any time prior to the filing
of any or all Certificates of Ownership and Merger with the Secretary
of State of the State of Delaware; and
RESOLVED, that the officers of the Company be, and each of
them hereby is, authorized to take all such actions and to execute and
deliver all such agreements, instruments and documents and to cause all
such entities to be organized or to be dissolved, liquidated or merged
as they or any of them shall deem necessary or appropriate to
accomplish the purposes of the foregoing resolutions; and that the
execution and delivery of such agreements, instruments and documents,
the organization, dissolution, liquidation or merger of such entities
and the doing or performing of any such actions, shall be conclusive
evidence that the same is authorized hereby.