Exhibit 3(p)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PREMIER PARKS INC.
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Pursuant to Section 242 of the
Delaware General Corporation Law
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PREMIER PARKS INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State
of Delaware (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: that the Board of Directors of the Corporation by a
unanimous written consent adopted a resolution proposing and
declaring the advisability of the following amendment to the
Certificate of Incorporation.
RESOLVED, that the Certificate of Incorporation of the
Corporation be amended so that Article IV shall read in its
entirety, at the effective time of this filing, 5:30 p.m., July
24, 1998, as follows:
"The total number of shares of stock which the Corporation
shall have authority to issue is 155,000,000 shares, of which
5,000,000 shares shall be Preferred Stock with a par value of
$1.00 per share and 150,000,000 shares shall be Common Stock with
a par value of $.025 per share.
The Preferred Stock is to be issued in one or more series,
with each series to have such designations, preferences, and
relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions providing
for the issue of each series adopted by the Board of Directors of
the Corporation, subject to the limitations prescribed by law and
in accordance with the provisions hereof, the Board of Directors
being hereby expressly vested with authority to adopt any such
resolution or resolutions.
The authority of the Board of Directors with respect to
each series shall include, but not be limited to, the
determination or fixing of the following:
(1) the number of shares to constitute the series and the
distinctive designation thereof;
(2) The amount or rate of dividends on the shares of the
series, whether dividends shall be cumulative and, if
so, from what date or dates;
(3) Whether the shares of the series shall be redeemable
and, if redeemable, the terms and provisions upon which
the shares of the series may be redeemed and the
premium, if any, and any dividends accrued thereon
which the shares of the series shall be entitled to
receive upon the redemption thereof;
(4) Whether the shares of the series shall be subject to
the operations of a retirement or sinking fund to be
applied to the purchase or redemption of the shares for
retirement and, if such retirement or sinking fund be
established, the annual amount thereof and the terms
and provisions relative to the operation thereof;
(5) Whether the shares of the series shall be convertible
into shares of any class or classes, with or without
par value, or of any other series of the same class,
and if convertible, the conversion price or prices or
the rate at which the conversion may be made and the
method, if any, of adjusting the same;
(6) The rights of the shares of the series in the event of
the voluntary or involuntary liquidation, dissolution,
or winding up of the Corporation;
(7) The restrictions, if any, on the payment of the
dividends upon, and the making of distributions to, any
class of stock ranking junior to the shares of the
series, and the restrictions, if any, on the purchase
or redemption of the shares of any such junior class;
(8) Whether the series shall have voting rights in addition
to the voting rights provided by law, and, if so, the
terms of such voting rights; and
(9) Any other relative rights, preferences, and limitations
of that series.
The holders of the Common Stock shall be entitled to one
vote for each share of Common Stock held.
The amount of the authorized stock of any class may be
increased or decreased by the affirmative vote of the holders of
a majority of the total number of outstanding shares of any
series of Preferred Stock entitled to vote, and of Common Stock,
voting as a single class."
RESOLVED, that at the effective time of the foregoing
Amendment each share of Common Stock of the Corporation
authorized and outstanding immediately prior to such effective
time shall be split and exchanged into two fully paid and non-
assessable shares of Common Stock.
SECOND: that such Amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware by the holders of a majority of the
outstanding shares of Common Stock of the Corporation entitled to
vote thereon at a meeting of the stockholders of the Corporation
called and held upon notice in accordance with Section 222 of the
Delaware General Corporation Law.
IN WITNESS WHEREOF, Premier Parks Inc. has caused this
Certificate to be signed by its duly authorized officer this 24th
day of July, 1998.
PREMIER PARKS INC.
By: /s/ Kieran E. Burke
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Kieran E. Burke
Chairman and Chief Executive Officer