Exhibit 3.86
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810
ARTICLES OF MERGER
(Subsidiary into Parent)
(Section 415-75, Hawaii Revised Statutes)
PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK
The undersigned, duly authorized officers of the corporation submitting these
Articles of Merger, certify as follows:
1. The name and state of incorporation of the parent or surviving corporation
is:
INTERNATIONAL LIFE SUPPORT, INC. Hawaii
(Type/Print Corporate Name) (State)
2. The name and state of incorporation of the merging or subsidiary
corporation is:
American Ambulance Service, Inc. Hawaii
(Type/Print Corporate Name) (State)
3. The surviving corporation owns at least 90% of the issued and outstanding
shares of the merging corporation.
4. The Plan of Merger is attached.
5. A copy of the Plan of Merger was mailed to all of the shareholders of the
subsidiary corporation on n/a
(Month Day Year)
Number of Outstanding
6. Shares of the Subsidiary,
Number of Outstanding Shares owned by the Parent
of the Subsidiary Corporation Class/Series Corporation
2,400 common 2,400
7. The merger is effective on the date and time of filing or at a later date
and time, no more than 30 days after the filing, if so stated. Check only
one of the following statements:
[ ] Merger is effective on the date and time of filing.
[x] Merger is effective on August 31, 1999, at 11:59 p.m., Hawaiian Standard
Time, which date is not later than 30 days after filing.
We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements and that the same are true and correct.
Witness our hands this 25 day of August, 1999.
Parent or Surviving corporation: INTERNATIONAL LIFE SUPPORT, INC.
(Type/Print Corporate Name)
Joshua T. Gaines, Gino Porazzo,
Vice President & Asst Secretary Vice President & Asst Secretary
- ------------------------------------ -----------------------------------------
(Type/Print Name & Title) (Type/Print Name & Title)
/s/ Joshua T. Gaines /s/ Gino Porazzo
- ------------------------------------ -----------------------------------------
(Signature of Officer) (Signature of Officer)
(See Reverse Side For Instructions)
2
PLAN OF MERGER
THIS PLAN OF MERGER sets forth the plan whereby AMERICAN AMBULANCE SERVICE, INC.
(the "Subsidiary Corporation") is to be merged with and into INTERNATIONAL LIFE
SUPPORT, INC. (the "Parent Corporation"), with the Parent Corporation to be the
surviving corporation.
(1) The name of the Subsidiary Corporation is AMERICAN AMBULANCE SERVICE, INC.,
and its jurisdiction of incorporation is the State of Hawaii. The name of the
Parent Corporation, which owns one hundred percent (100%) of the shares of the
Subsidiary Corporation, is INTERNATIONAL LIFE SUPPORT, INC., and its
jurisdiction of incorporation is the State of Hawaii. The Parent Corporation is
hereinafter also designated as the "Surviving Corporation."
(2) The Subsidiary Corporation will be merged with and into the Parent
Corporation, and, in the merger, all shares of the Subsidiary Corporation will
be cancelled.
(3) The articles of incorporation and bylaws of the Parent Corporation will be
the articles of incorporation and bylaws of the Surviving Corporation, without
change; and the directors and officers of the Parent Corporation will be the
directors and officers of the Surviving Corporation.
(4) The effective date of the merger shall be August 31, 1999.
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810
ARTICLES OF MERGER
(Section 415-75, Hawaii Revised Statutes)
PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK
The undersigned, duly authorized officers of the corporation submitting these
Articles of Merger, certify as follows:
1. The name and state of incorporation of the corporations proposing to merge
are:
International Life Support, Inc. Hawaii
(Type/Print Corporate Name) (State)
American Medical Response West, Inc. Colorado
(Type/Print Corporate Name) (State)
2. The name and state of incorporation of the surviving corporation is:
International Life Support, Inc. Hawaii
(Type/Print Corporate Name) (State)
3. The Plan of Merger is attached.
4. Vote of the shareholders of the surviving corporation:
Number of Shares Outstanding
13,217
Class/Series
Common $1.00 par
Number of Shares Voting For the Merger
13,217
Number of Shares Voting Against the Merger
0
5. Vote of the shareholders of the merging corporation:
Number of Shares Outstanding
100
Class/Series
Common $.01 par
Number of Shares Voting For the Merger
100
Number of Shares Voting Against the Merger
0
6. The merger is effective on the date and time of filing or at a later date and
time, no more than 30 days after the filing, if so stated. Check only one of the
following statements.
[x] Merger is effective on the date and time of filing.
[ ] Merger is effective on _____, at _____, Hawaiian Standard Time, which date
is not later than 30 days after filing.
We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements and that they are true and correct.
Witness our hands this 23 day of June, 1997.
Surviving corporation: International Life Support, Inc.
(Type/Print Corporate Name)
Jack H. Gould, President
(Type/Print Name & Title)
/s/ Jack H. Gould, Pres
- -------------------------------------
(Signature of Officer)
Karen H. Gould, Secretary & Treasurer
(Type/Print Name & Title)
/s/ Karen H. Gould, Sec-TR
- -------------------------------------
(Signature of Officer)
Merging corporation: American Medical Response West, Inc.
(Type/Print Corporate Name)
Joshua T. Gaines, Vice President
(Type/Print Name & Title)
/s/ Jack T Gaines
- -------------------------------------
(Signature of Officer)
David C. Colby, Vice President
(Type/Print Name & Title)
/s/ David C. Colby
- -------------------------------------
(Signature of Officer)
(See Reverse Side for Instructions)
2
PLAN OF MERGER adopted by resolution of the Board of Directors of American
Medical Response West, Inc., a business corporation organized under the laws of
the State of Colorado, on June 23, 1997, and adopted on June 20, 1997 by
resolution of the Board of Directors of International Life Support, Inc., a
business corporation organized under the laws of the State of Hawaii. The names
of the corporations planning to merge are American Medical Response West, Inc.,
a business corporation organized under the laws of the State of Colorado, and
International Life Support, Inc., a business corporation organized under the
laws of the State of Hawaii. The name of the surviving corporation to which
American Medical Response West, Inc. plans to merge is International Life
Support, Inc.
1. American Medical Response West, Inc. and International Life Support, Inc.,
shall, pursuant to the provisions of the State of Colorado and the provisions of
the Hawaii Business Corporation Act, be merged with and into a single
corporation, to wit, International Life Support, Inc., which shall be the
surviving corporation at the effective time and date of the merger and which is
sometimes hereinafter referred to as the "surviving corporation", and which
shall continue to exist as said surviving corporation under its present name
pursuant to the provisions of the Hawaii Business Corporation Act. The separate
existence of American Medical Response West, Inc., which is sometimes
hereinafter referred to as the "non-surviving corporation", shall cease at the
effective time and date of the merger in accordance with the laws of the
jurisdiction of its organization.
2. The Articles of Incorporation of the surviving corporation at the effective
time and date of the merger shall be the Articles of Incorporation of said
surviving corporation; and said Articles of Incorporation shall continue in full
force and effect until amended and changed in the manner prescribed by the
provisions of the Hawaii Business Corporation Act.
3. The present by-laws of the surviving corporation will be the by-laws of said
surviving corporation and will continue in full force and effect until changed,
altered, or amended as therein provided and in the manner prescribed by the
provisions of the laws of the Hawaii Business Corporation Act.
4. The directors and officers in office of the surviving corporation at the
effective date of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their directorships and offices until the election and qualification of
their respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.
5. Each issued share of the non-surviving corporation immediately prior to the
effective date of the merger shall, at the effective time and date of the
merger, be converted into one share of the surviving corporation. Each issued
share of common stock of International Life Support, Inc. outstanding
immediately prior to the Effective Time will be converted, at the effective time
and date of the merger, into the right to receive the quotient of the merger
consideration divided by the number of shares of common stock of International
Life Support, Inc. outstanding at that time. The total merger consideration ($x)
will be divided by all of the shares of International Life Support, Inc.
outstanding immediately prior to the merger (y). Each share entitles its holder
to receive value equal to $x/y.
6. The merger of the non-surviving corporation with and into the surviving
corporation shall be in the manner prescribed by the laws of the jurisdiction of
organization of the non-surviving corporation, and the Plan of Merger herein
made and approved shall be submitted to the shareholders of the non-surviving
corporation, and the Plan of Merger herein made and approved shall be submitted
to the shareholders of the surviving corporation for their approval or rejection
in the manner prescribed by the provisions of the Hawaii Business Corporation
Act.
7. In the event that the merger of the non-surviving corporation with and into
the surviving corporation shall have been duly authorized in compliance with the
laws of the jurisdiction of organization of the non-surviving corporation, and
in the event that the Plan of Merger shall have been approved by the
shareholders entitled to vote of the surviving corporation in the manner
prescribed by the provisions of the Hawaii Business Corporation Act, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Colorado and of the State of
Hawaii, and that they will cause to be performed by all necessary acts therein
and elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the non-surviving
corporation and of the surviving corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and/or record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Plan of Merger or of the merger
herein provided for.
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810
ARTICLES OF AMENDMENT
(Section 415-61, Hawaii Revised Statutes)
The undersigned. duly authorized officers of the corporation submitting these
Articles of Amendment, certify as follows:
1. The name of the corporation is:
International Life Support, Inc.
2. The Amendment(s) adopted are attached to these Articles of Amendment.
3. The total number of shares outstanding is: 11,500
4. If adoption of the amendment(s) was at a meeting, complete the following:
The meeting of the shareholders was held on 9 2 88
(Month Day Year)
Class/Series
Common
Number Voting For Amendment
11,500
Number Voting Against Amendment
- - 0 -
5. If adoption of the amendment(s) was by unanimous consent, complete the
following: By written consent dated N/A,
(Month Day Year)
the shareholders unanimously adopted the amendment(s).
6. If the amendment(s) provides for any exchange, reclassification, or
cancellation of issued shares, attach a statement describing the manner in which
the exchange, reclassification, or cancellation shall be effected. N/A
7. If amendment(s) effects a change in the amount of the stated capital, give
the amount of the stated capital as changed: N/A
We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.
Witness our hands this 2 day of September, 1988.
Jack Gould, President
(Type/Print Name & Title)
/s/ Jack H. Gould, Pres
- -------------------------------------
(Signature of Officer)
Karen H. Gould, Secretary
(Type/Print Name & Title)
/s/ Karen H. Gould, Secretary
- -------------------------------------
(Signature of Officer)
(See Reverse Side For Instructions)
STATE OF HAWAII
DEPARTMENT OF REGULATORY AGENCIES
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810
In the Matter of the Amendment of the Articles of Incorporation of PHYSICIAN'S
AMBULANCE SERVICE, INC.
CERTIFICATE OF AMENDMENT
The undersigned duly authorized officers of Physician's Ambulance Service, Inc.,
a Hawaii corporation, do hereby certify as follows:
(line out inapplicable statement)
B. That all of the stockholders of the corporation entitled to vote have
consented in writing, in lieu of a meeting, to amend the Articles of
Incorporation by deleting the name "Physician's Ambulance Service, Inc."
wherever it appears in the Articles of Incorporation, and inserting in lieu
thereof the name "International Life Support, Inc.".
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 25 day of
July, 1979.
/s/ Jack H. Gould, President
- ------------------------------------
Office Held:
/s/ Karen H. Gould, Secretary
- ------------------------------------
Office Held:
STATE OF HAWAII )
) ss.
City & County of Honolulu )
JACK H. GOULD and KAREN H. GOULD being first duly sworn on oath depose and say
that they are the President and Secretary, respectively, of Physician's
Ambulance Service, Inc.; that as such officers they are duly authorized to sign
the foregoing Certificate of Amendment; and that they have read the said
Certificate, know the contents thereof, and that the same are true.
/s/ Jack H. Gould, President
- ------------------------------------
Office Held:
/s/ Karen H. Gould, Secretary
- ------------------------------------
Office Held:
Subscribed and sworn to before me this 25 day of July, 1979.
/s/ X
- ------------------------------------
Notary Public First Judicial Circuit
State of Hawaii
My Commission expires: 2/1/81
(See reverse side for instructions)
STATE OF HAWAII
DEPARTMENT OF REGULATORY AGENCIES
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii
In the matter of the increase of the authorized capital stock of PHYSICIAN'S
AMBULANCE SERVICE, INC.
CERTIFICATE RE INCREASE OF AUTHORIZED CAPITAL STOCK
The undersigned LAWRENCE R. WALTER and LYNN M. WALTER duly authorized officers
of PHYSICIAN'S AMBULANCE SERVICE, INC., a Hawaii corporation, being first duly
sworn under oath, depose and affirm as follows:
That a meeting of the stockholders of the said corporation was duly called for
the purpose of increasing the authorized capital stock, and was held at 1834
Nuuanu Avenue on the 10th day of December, 1970;
That at said meeting 3300 shares of the common stock out of a total of 3300
shares outstanding and entitled to vote for such purpose were represented, and 0
shares of the preferred stock out of a total of 0 shares outstanding and
entitled to vote for such purpose were represented;
That it was voted by 3300 shares of the common stock and by 0 shares of the
preferred stock to increase the capital stock of said corporation from $3,300.00
to $30,000.00 common by authorizing the issuance of 26,700 new shares of the par
value of $1.00 each, and/or from $0 to $0 preferred by authorizing the issuance
of 0 new shares of the par value of $0 each.
And in compliance with the requirements of law, the aforesaid officers further
depose and affirm:
That the present authorized capital stock of said corporation is $3300.00 common
and $0 preferred;
That the amount to which the capital stock of said corporation may be increased
under its articles of association or charter is $200,000.00 common and/or
preferred, being $200,000.00 in the aggregate;
That at least ten (10) percent of the total authorized capital stock as
increased has been paid in., in cash or property.
(It must be stated above that not less than ten per cent of the total authorized
capital stock as increased has been paid in, in cash or property, or that the
corporation holds cash or property of a value equal to ten per cent of the total
authorized capital stock as increased.)
Subscribed and sworn to before me this 11 day of December, 1970.
/s/ X
- ----------------------------------------
Notary Public, First Judicial Circuit,
State of Hawaii
/s/ Lawrence R. Walter President
- ----------------------------------------
Office held:
/s/ Lynn M. Walter Vice-President
- ----------------------------------------
Office held:
(Instructions on reverse side)
SUPPLEMENTAL AFFIDAVIT OF OFFICERS
STATE OF HAWAII )
)
CITY AND COUNTY OF HONOLULU )
LAWRENCE R. WALTER and LEWELLYN J. WALTER, each being severally and duly sworn,
depose and say: That they are the President and Secretary-Treasurer respectively
of PHYSICIAN'S AMBULANCE SERVICE, INC.; that the amount of the authorized
capital stock of said corporation is the sum of Three Thousand Three Hundred
Dollars ($3,300.00); that Three Thousand Three Hundred (3,300) shares is the
number of authorized shares of said corporation; that the par value of such
shares is One Dollar ($1.00) each; that the names of the subscribers for shares,
the number of shares subscribed for by each subscriber, the subscription price
in cash and other personal property for the shares subscribed for by each
subscriber, the amount of the capital paid in cash and other personal property
by each subscriber and a summary description of the personal property other than
cash to be acquired by the corporation in return for stock are as follows:
AMOUNT OF CAPITAL
SUBSCRIPTION PRICE FOR PAID IN CASH AND
THE SHARES SUBSCRIBED PERSONAL PROPERTY
FOR BY EACH OTHER THAN CASH BY
NUMBER OF SUBSCRIBER IN EACH SUBSCRIBER
SHARES ---------------------- ------------------
SUBSCRIBED FOR OTHER OTHER
BY EACH PERSONAL PERSONAL
NAMES OF SUBSCRIBERS SUBSCRIBER CASH PROPERTY CASH PROPERTY
- --------------------- -------------- ------- -------- ------- --------
Lawrence R. Walter 625 $142.00 $483.00 $142.00 $117.00
Melvin R. Walter 500 114.00 386.00 114.00 93.00
Eloise C. Walter as
custodian for Lynn M.
Walter 500 114.00 386.00 114.00 93.00
Richard D. Giles 375 85.00 290.00 85.00 70.00
Lewellyn J. Walter 500 114.00 386.00 114.00 93.00
STATE OF HAWAII
DEPARTMENT OF REGULATORY AGENCIES
Business Registration Division
Honolulu
Articles of Association
of
PHYSICIAN'S AMBULANCE SERVICE, INC.
Know All Men By These Presents:
That the undersigned do hereby mutually agree upon and enter into the following
Articles of Association:
Article I
The name of the Corporation shall be PHYSICIAN'S AMBULANCE SERVICE, INC.
Article II
The place of the principal office of the Corporation shall be in the City and
County of Honolulu, State of Hawaii. Upon its incorporation, the address of the
Corporation will be 1519 Nuuanu Avenue, #31, Honolulu, Hawaii.
Article III
Section 1. The purposes for which this Corporation is organized are the
following:
(a) To operate and maintain a hearse and ambulance service.
(b) To undertake and carry on any business, investment, transaction, venture or
enterprise which may be lawfully undertaken or carried on by a corporation and
any business whatsoever which may seem to the Corporation convenient or suitable
to be undertaken whereby it may directly or indirectly promote any of its
general purposes or interests or render more valuable or profitable any of its
property, rights, interests, or enterprises; and, for any of the purposes
mentioned in these Articles, to acquire by purchase, lease or otherwise, the
property, rights, franchises, assets, business and goodwill of any person, firm,
association, partnership or corporation engaged in or authorized to conduct any
business or undertaking which may be carried on by this Corporation or possessed
of any property suitable or useful for any of its own purposes, and carry on the
same, and undertake all or any part of the obligations and liabilities in
connection therewith, on such terms and conditions and for such consideration as
may be agreed upon, and to pay for the same either all or partly in cash,
stocks, bonds, debentures, or other forms of assets and securities, either of
this Corporation or otherwise; and to effect any such acquisition or carry on
any business authorized by these Articles of Association, either by directly
engaging therein, or indirectly by acquiring the shares, stocks, or other
securities of such other business or entity, and holding and voting the same and
otherwise exercising and enjoying the rights and advantages incident thereto.
Section 2. And in furtherance of said purposes, the Corporation shall have all
powers, rights, privileges and immunities, and shall be subject to all of the
liabilities conferred or imposed by law upon corporations of this nature, and
shall be subject to and have all of the benefits of all general laws with
respect to corporations and shall also have the following additional powers;
(a) To borrow money or otherwise incur indebtedness with or without security and
to secure any indebtedness by deed of trust, mortgage, pledge, hypothecation or
other lien upon all or any part of the real or personal property of the
Corporation and to execute bonds, promissory notes, bills of exchange,
debentures or other obligations or evidences of indebtedness of all kinds,
whether secured or unsecured, and to owe debts in an amount which may at any
time be in excess of its capital stock;
(b) To purchase on commission or otherwise, subscribe for, hold, own, sell on
commission or otherwise, or otherwise acquire or dispose of and generally to
deal in stocks, scrips, bonds, notes, debentures, commercial papers, obligations
and securities, including, so far as permitted by law, its own issued shares of
capital stock or other securities, and also any other securities, or evidences
of indebtedness whatsoever, or any interest therein, and while the owner of the
same to exercise all the rights, powers and privileges of ownership;
(c) To draw, make, accept, endorse, assign, discount, execute and issue all such
bills of exchange, bills of lading, promissory notes, warrants and other
instruments to be assignable, negotiable or transferable by delivery or to
order, or otherwise, as the business of the Corporation shall require;
(d) To lend and advance money or to give credit, with or without security, to
such persons, firms, or corporations, and on such terms as may be thought fit;
and if with security, then upon mortgages, deeds of trust, pledges or other
hypothecations of interest therein or thereto;
(e) To enter into partnership contracts (as a general partner or as a limited
partner) with any other person or persons (natural or corporate), to enter into
agreements of joint venture with any such natural or corporate person or
persons, and to enter into and perform contracts, undertakings and obligations
of every kind and character to the same extent as if this Corporation were a
natural person; and
(f) To become surety for or guarantee any dividends, bonds, stocks, contracts,
debts, or other obligations, or undertakings of any other person, firm or
corporation, and to convey, transfer or assign, by way of pledge or mortgage,
all or any of the Corporation's property or rights, both present and future, to
secure the debts or obligations, present and future, of such persons, firms or
corporations, and on such terms and conditions as the Corporation may determine.
Article IV
The authorized capital stock of the Corporation shall be THREE THOUSAND THREE
HUNDRED DOLLARS ($3,300.00), divided into THREE THOUSAND THREE HUNDRED (3,300)
shares of common stock of the par value of ONE DOLLAR ($1.00) a share. The
Corporation shall have the privilege of subsequent extension of its capital
stock from time to time in the manner provided by law by the issuance of either
common or preferred stock to an
-2-
amount not exceeding TWO HUNDRED THOUSAND DOLLARS ($200,000.00) in the
aggregate.
Article V
Section 1. The officers of the Corporation shall be a president, one or more
vice presidents, a secretary and a treasurer, who shall be elected or appointed
by the Board of Directors as shall be prescribed by the By-Laws.
Section 2. There shall be a Board of Directors of not less than three (3)
members, who need not be Stockholders, except as may otherwise be provided by
the By-Laws.
Section 3. All the powers and authority of the Corporation shall be vested in
and may be exercised by the Board of Directors except as otherwise provided by
law, these Articles of Association or the By-Laws of the Corporation.
Article VI
The following persons are the first officers and directors of the Corporation:
Name and Office Mailing Address
- --------------- ---------------
Lawrence R. Walter, President & 1519 Nuuanu Avenue, #31,
Director Honolulu, Hawaii
Melvin R. Walter, 589 Uluhaku Street, Kailua,
Director & Chairman of the Board Hawaii
Lynn M. Walter, 1519 Nuuanu Avenue, #31,
1st Vice President & Director Honolulu, Hawaii
Richard D. Giles, 1327 Nuuanu Avenue, #103,
2nd Vice President & Director Honolulu, Hawaii
Lewellyn J. Walter, 1519 Nuuanu Avenue, #31,
Secretary-Treasurer & Director Honolulu, Hawaii
Article VII
The Corporation shall have succession by its corporate name in perpetuity.
Article VIII
No Stockholder shall be liable for the debts of the Corporation beyond the
amount which may be due or unpaid upon any share or shares of stock of the
Corporation owned by him.
-3-
IN WITNESS WHEREOF, the parties to these Articles of Association have hereunto
set their hands on the 28 day of September, 1965.
/s/ Lawrence R. Walter
- ----------------------------------------
LAWRENCE R. WALTER, President & Director
/s/ Melvin R. Walter
- ----------------------------------------
MELVIN R. WALTER, Director & Chairman
of the Board
/s/ Lynn M. Walter
- ----------------------------------------
LYNN M. WALTER, 1st Vice President &
Director
/s/ Richard D. Giles
- ----------------------------------------
RICHARD D. GILES, 2nd Vice President &
Director
/s/ Lewellyn J. Walter
- ----------------------------------------
LEWELLYN J. WALTER, Secretary-Treasurer
& Director
-4-
STATE OF HAWAII )
) SS.
CITY AND COUNTY OF HONOLULU )
On this 28 day of September, 1965, before me personally appeared LAWRENCE R.
WALTER, LYNN M. WALTER, RICHARD D. GILES and LWELLYN J. WALTER, to me known to
be the persons described in and who executed the foregoing instrument, and
acknowledged that they exacted the same as their free act and deed.
/s/ X
- ----------------------------------------
Notary Public, First Judicial Circuit,
State of Hawaii
My commission expires March 22, 1968
STATE OF HAWAII )
) SS.
CITY AND COUNTY OF HONOLULU )
On this 28 day of September, 1965, before me personally appeared MELVIN R.
WALTER, to me known to be the person described in and who executed the foregoing
instrument, and acknowledged that he executed the same as his free act and deed.
/s/ X
- ----------------------------------------
Notary Public, First Judicial Circuit,
State of Hawaii
My commission expires 11-15-67
AFFIDAVIT OF OFFICERS
STATE OF HAWAII )
)
CITY AND COUNTY OF HONOLULU )
LAWRENCE R. WALTER and LEWELLYN J. WALTER, each being severally and duly sworn,
depose and say: That they are the President and Secretary-Treasurer respectively
of PHYSICIAN'S AMBULANCE SERVICE, INC.; that the amount of the authorized
capital stock of said corporation is the sum of Three Thousand Three Hundred
Dollars ($3,300.00); that Three Thousand Three Hundred (3,300) shares is the
number of authorized shares of said corporation; that the par value of such
shares is One Dollar ($1.00) each; that the names of the subscribers for shares,
the number of shares subscribed for by each subscriber, the subscription price
in cash and other personal property for the shares subscribed for by each
subscriber, the amount of the capital paid in cash and other personal property
by each subscriber and a summary description of the personal property other than
cash to be acquired by the corporation in return for stock are as follows:
AMOUNT OF CAPITAL
SUBSCRIPTION PRICE FOR PAID IN CASH AND
THE SHARES SUBSCRIBED PERSONAL PROPERTY
FOR BY EACH OTHER THAN CASH BY
NUMBER OF SUBSCRIBER IN EACH SUBSCRIBER
SHARES ---------------------- ------------------
SUBSCRIBED FOR OTHER OTHER
BY EACH PERSONAL PERSONAL
NAMES OF SUBSCRIBERS SUBSCRIBER CASH PROPERTY CASH PROPERTY
- --------------------- -------------- ------- -------- ------- --------
Lawrence R. Walter 625 $142.00 $483.00 $142.00 $117.00
Melvin R. Walter 500 114.00 386.00 114.00 93.00
Eloise C. Walter as
custodian for Lynn M.
Walter 500 114.00 386.00 114.00 93.00
Richard D. Giles 375 85.00 290.00 85.00 70.00
Lewellyn J. Walter 500 114.00 386.00 114.00 93.00
SUMMARY DESCRIPTION OF ASSETS AND BUSINESS
TO BE ACQUIRED BY THE CORPORATION IN RETURN FOR STOCK
The following assets and property are being transferred to PHYSICIAN'S AMBULANCE
SERVICE, INC. by WALTER BROS. MORTUARY ACCOMMODATION SERVICE on behalf of the
subscribers above mentioned in return for the shares of stock so noted:
Ambulance equipment: one all-level cot, 2 cots, stretcher, linen, first aid
supplies, 2 red lights and 2 sirens.
NET VALUATION: $466.00
/s/ Lawrence R. Walter
- ----------------------------------------
LAWRENCE R. WALTER, President
/s/ Lewellyn J. Walter
- ----------------------------------------
LEWELLYN J. WALTER, Secretary-Treasurer
Subscribed and sworn to before me this 29 day of September, 1965.
/s/ X
- ----------------------------------------
Notary Public, First Judicial Circuit,
State of Hawaii
My commission expires 11-15-67