CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
PUBLIC CABLE COMPANY
(a Maine corporation)
into
AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION
(a Delaware corporation)
Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
----------------------
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;
SECOND: That the Corporation lawfully owns all of the outstanding shares of
each authorized class of capital stock of Public Cable Company, a Maine
corporation (the "Subsidiary");
THIRD: That, by resolutions of its Board of Directors duly adopted by
unanimous written consent on August 28, 1997, the Corporation approved the
merger of the Subsidiary with and into itself in accordance with Section 253 of
the General Corporation Law of the State of Delaware, and that said resolutions,
including as an exhibit thereto the Plan of Merger, read exactly as set forth in
Annex A to this Certificate; and
FOURTH: That the merger shall be effective at 9:00 a.m. on August 29, 1997.
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 General Corporation Law of the State of
Delaware on this 28th day of August, 1997.
AMERICAN TELEVISION AND
COMMUNICATIONS CORPORATION
By: GAIL L. ALLAMAN
--------------------------------------
Gail L. Allaman, Vice President
Attest:
MARC J. APFELBAUM
- ------------------------------
Marc J. Apfelbaum
Secretary
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Annex A
American Television and Communications Corporation
Unanimous Written Consent of the Board of Directors
[Resolutions Relating to Merger of
Public Cable Company]
August 28, 1997
The undersigned, constituting the entire Board of Directors of American
Television and Communications Corporation, a Delaware corporation (the
"Company"), acting pursuant to Section 141 of the General Corporation Law of the
State of Delaware (the "DGCL"), do hereby adopt the following resolutions:
RESOLVED, that Public Cable Company, a Maine corporation ("Public"),
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
Public (the Plan of Merger is attached hereto as Exhibit A);
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 Public 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, Public 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 Public with and into the Company shall be deemed, with
respect to Public, 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 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 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.
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EXHIBIT A
PLAN OF MERGER
PLAN OF MERGER dated as of this 28th day of August, 1997, for the merger of
PUBLIC CABLE COMPANY, a Maine corporation ("Subsidiary"), with and into AMERICAN
TELEVISION AND COMMUNICATIONS CORPORATION, a Delaware corporation ("Parent";
together with Subsidiary, the "Constituent Corporations").
WHEREAS, Parent is a business corporation duly incorporated under the laws
of the State of Delaware;
WHEREAS, Subsidiary is a business corporation duly incorporated under the
laws of the State of Maine and its authorized capital is 250 shares of common
stock, without par value, of which 88.1 shares are issued and outstanding;
WHEREAS, Parent owns all of said issued and outstanding shares of common
stock of Subsidiary; and
WHEREAS, the Board of Directors of Parent deems it to be in the best
interests of the Constituent Corporations that Subsidiary be merged into Parent,
and adopts and approves all the provisions of and actions contemplated by this
Plan of Merger;
NOW, THEREFORE, for the purpose of setting forth the terms of the merger of
the Constituent Corporations (the "Merger"), the mode of effectuating the Merger
and such other related details or provisions as may be necessary or desirable,
it is provided as follows:
ARTICLE I
MERGER
In accordance with the laws of the States of Delaware and Maine, Subsidiary
shall be merged into Parent. Parent shall be, and may be referred to herein as,
the "Surviving Corporation".
The effects of the Merger as of the Effective Date (as defined below) shall
be as provided under Section 259 of the General Corporation Law of the State of
Delaware and under Section 905 of the Maine Business Corporation Act.
ARTICLE II
EFFECTIVE DATE
The Merger shall not become effective until, and shall become effective
upon, the filing of a 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 (such date, the "Effective Date").
ARTICLE III
TRANSFER OF ASSETS AND LIABILITIES
From time to time, as and when requested by Parent as the Surviving
Corporation or by its successors or assigns, to the extent permitted by law, the
last acting officers and directors of Subsidiary, or the officers and directors
of Parent, are hereby fully authorized, in the name of Subsidiary (or
otherwise), to execute and deliver any and all deeds, assignments, confirmations
and other instruments and to take or cause to be taken all such other and
further actions as Parent as the Surviving Corporation may deem necessary or
appropriate in order more fully to vest,
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perfect, confirm in or assure Parent title to, and possession of, all the
property, interests, assets, rights, privileges, powers and franchises of
Subsidiary as of the Effective Date, or otherwise to carry out the provisions of
this Plan of Merger.
ARTICLE IV
CAPITAL STOCK
As of the Effective Date, all shares of common stock of Subsidiary that are
issued or outstanding shall be cancelled. The shares of capital stock of Parent
shall not be affected by the Merger.
ARTICLE V
CERTIFICATE OF INCORPORATION
The Restated Certificate of Incorporation of Parent shall continue in force
as the certificate of incorporation of the Surviving Corporation, until its due
alteration or amendment in accordance with its provisions and with applicable
law.
ARTICLE VI
BY-LAWS
The By-Laws of Parent in effect as of the Effective Date shall continue in
force as the By-Laws of the Surviving Corporation, until their due alteration,
amendment, or repeal in accordance with their provisions, with the Certificate
of Incorporation and with applicable law.
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ARTICLE VII
DIRECTORS AND OFFICERS
The directors and officers of Parent shall be the directors and officers of
the Surviving Corporation as of the Effective Date, each to hold office until
his or her successor has been elected and qualified or until otherwise provided
by law.
ARTICLE VIII
TERMINATION AND AMENDMENT
This Plan of Merger may be terminated by action of the Board of Directors
of Parent at any time before the Effective Date. In the event of such
termination, this Plan of Merger shall become wholly void and of no effect.
This Plan of Merger may be amended or modified at any time prior to the
Effective Date by action of the Board of Directors of Parent.
IN WITNESS WHEREOF, this Plan of Merger has been signed on behalf of Parent
by its duly authorized officers as of the day and year first above written.
AMERICAN TELEVISION AND
COMMUNICATIONS CORPORATION
By: GAIL L. ALLAMAN
---------------------------------
Gail L. Allaman, Vice President
Attest:
MARC J. APFELBAUM
- ------------------------------
Marc J. Apfelbaum, Secretary
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