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EXHIBIT 3.28
ARTICLES OF INCORPORATION
OF
WEEKLY WORLD NEWS, INC.
The undersigned incorporator, for the purpose of establishing a corporation
under the provisions and subject to the requirements of the Florida General
Corporation Act, does hereby certify as follows:
FIRST: The name of the corporation is WEEKLY WORLD NEWS, INC.
(hereinafter called the "Corporation").
SECOND: The duration of the Corporation is to be perpetual.
THIRD: The general purposes for which the Corporation is initially
organized are as follows:
To design, create, prepare, make, edit, sell, obtain copyrights in
and for, obtain, receive, grant, transfer and assign options, rights,
franchises, and royalties in respect of, license the use of, market,
distribute, syndicate, furnish, and generally deal in and with, as
principal, agent, broker, distributor, or in any other lawful capacity,
any and all kinds of printed and reproduced matter, magazines,
newspapers, books, pamphlets and other publications of every kind,
nature, and description, and to do everything necessary, useful, or
convenient in furtherance thereof.
To conduct in all its branches, a general lithographing, printing,
publishing, paper products, stationary, bookbinding, engraving,
photoengraving, duplicating, offsetting, processing, facsimile, and
image, color, line, word and shadow reproduction, artists' supplies, and
mail-order business, and, without limiting the generality of any of the
purposes herein contained, to edit, print, bind, buy, sell, publish and
generally deal in books, pamphlets and other publications of every kind,
nature and description. To design, manufacture, buy, sell, import,
export, distribute, use, license the use of, prepare, produce and
generally deal in and with, whether as principal, agent, jobber,
distributor, broker, licensor, licensee, or otherwise, any and all
equipment, apparatus, machinery, devices, plants, facilities, improved
and unimproved real, personal and mixed properties, and materials and
supplies, used or useful in or about such business and related
businesses.
To collect, assemble, compile, edit, prepare, buy, sell, license
the use of as licensor and licensee, acquire, receive, grant, assign,
and transfer options, copyrights, and other rights in respect of,
distribute, syndicate, disseminate, publish, print and circulate in
books, brochures, leaflets, pamphlets, and other printed and reproduced
media, broadcast by radio, record, and reproduce by platter, disc, wire
and tape recording, television, telecast, facsimile, sound, image, and
other lawful methods, means, devices, and techniques, whether now or
hereafter devised, discovered, invented, improved, or developed, and
generally deal in and with in any lawful capacity, information,
techniques, critiques, analyses, charts, outlines, sketches, paintings,
drawings, sculptures, suggestions, guidance, advice, and items of
interest in the field of the fine arts.
To carry on a general mercantile, industrial, investing, and
trading business in all its branches; to devise, invent, manufacture,
fabricate, assemble, install, service, maintain, alter, buy, sell,
import, export, license as licensor or licensee, lease as lessor or
lessee, distribute, job, enter into, negotiate, execute, acquire, and
assign contracts in respect of, acquire, receive, grant, and assign
licensing arrangements, options, franchises, and other rights in respect
of, and generally deal in and with, at wholesale and retail, as
principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber, advisor,
and in any other lawful capacity, goods, wares, merchandise,
commodities, and unimproved, improved, finished, processed, and other
real, personal, and mixed property of any and all kinds, together with
the components, resultants, and by-products thereof; to acquire by
purchase or otherwise own, hold, lease, mortgage, sell, or otherwise
dispose of, erect, construct, make, alter, enlarge, improve, and to aid
or subscribe toward the construction, acquisition or improvement of any
factories, shops, storehouses, buildings, and commercial and retail
establishments of every character, including all
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equipment, fixtures, machinery, implements and supplies necessary, or
incidental to, or connected with, any of the purposes or business of the
corporation; and generally to perform any and all acts connected
therewith or arising therefrom or incidental thereto, and all acts
proper or necessary for the purpose of the business.
To engage generally in the real estate business as principal,
agent, broker, and in any lawful capacity, and generally to take, lease,
purchase, or otherwise acquire, and to own, use, hold, sell, convey,
exchange, lease, mortgage, work, clear, improve, develop, divide, and
otherwise handle, manage, operate, deal in and dispose of real estate,
real property, lands, multiple-dwelling structures, houses, buildings
and their works and any interest or right therein; to take, lease,
purchase or otherwise acquire, and to own, use, hold, sell, convey,
exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal
in and dispose of, as principal, agent, broker, and in any lawful
capacity, such personal property, chattels, chattels real, rights,
easements, privileges, choses in action, notes, bonds, mortgages, and
securities as may lawfully be acquired, held, or disposed of; and to
acquire, purchase, sell, assign, transfer, dispose of, and generally
deal in and with, as principal, agent, broker, and in any lawful
capacity, mortgages and other interests in real, personal, and mixed
properties; to carry on a general construction, contracting, building,
and realty management business as principal, agent, representative,
contractor, subcontractor, and in any other lawful capacity.
To apply for, register, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate,
develop, enjoy, turn to account, grant licenses and immunities in
respect of, manufacture under and to introduce, sell, assign, mortgage,
pledge or otherwise dispose of, and, in any manner deal with and
contract with reference to:
(a) inventions, devices, formulae, processes and any
improvements and modifications thereof;
(b) letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trade-marks, trade symbols
and other indications of origin and ownership granted by or
recognized under the laws of the United States of America or of any
state or subdivision thereof, or of any foreign country or
subdivision thereof, and all rights connected therewith or
appertaining thereunto;
(c) franchises, licenses, grants and concessions.
To transact any or all lawful business for which corporations may
be incorporated under the Florida General Corporation Act.
FOURTH: The aggregate number of shares which the Corporation shall
have authority to issue is Ten (10) shares of Common Stock of the par value
of One Hundred ($100.00) Dollars each.
FIFTH: The street address of the initial registered office of the
Corporation is 600 South East Coast Avenue, Lantana, Florida 33464 and the
name of its initial registered agent at such address is Dino M. Gallo.
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SIXTH: The number of directors constituting the initial Board of
Directors of the Corporation is five, and the names and addresses of the
persons who are to serve as members thereof are as follows:
NAME POST OFFICE ADDRESS
- ---- -------------------
Henry E. Bowes............................... 11158 Beach Club Point
North Palm Beach, Florida 33408
Iain Calder.................................. 401 N.W. 18th Street
Del Ray Beach, Florida 33444
Meyer Kimmel................................. 758 Caffrey Avenue
Far Rockaway, New York 11691
Harry C. Moore............................... Beloit Corporation
Beloit, Wisconsin 53511
Generoso Pope, Jr............................ 1370 South Ocean Boulevard
Manalapan, Florida 33460
SEVENTH: The name and address of the Incorporator is as follows:
NAME POST OFFICE ADDRESS
- ---- -------------------------------
Jerome S. Traum.............................. 375 Park Avenue
New York, New York 10022
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 15th day of March, 1979.
/s/ JEROME S. TRAUM
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Jerome S. Traum
ACCEPTANCE BY REGISTERED AGENT
/s/ DINO M. GALLO
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Dino M. Gallo
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STATE OF NEW YORK D
COUNTY OF NEW YORK C ss.:
BE IT REMEMBERED that personally appeared before me, a Notary Public in and
for the County and State aforesaid, Jerome S. Traum, the incorporator who
executed the foregoing Articles of Incorporation, known to me personally to be
such, and did acknowledge the same to be his voluntary act and deed, and that
the facts therein stated are true and correct.
GIVEN under my hand and seal of office this 15th day of March, 1979.
/s/ ARTHUR M. KLEBANOFF
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Notary Public
(Notarial Seal)
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