EXHIBIT 3.1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
____________________________
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
INCORPORATION OF "LMC LEASING, LTD.", FILED IN THIS OFFICE ON THE TWENTY-SEVENTH
DAY OF JANUARY, A.D. 1994, AT 11 O'CLOCK A.M.
[SEAL]
[SEAL] /s/ Edward J. Freel
------------------------------------
Edward J. Freel, Secretary of State
2373222 8100 AUTHENTICATION: 9134498
981226953 DATE: 06-12-98
CERTIFICATE OF INCORPORATION
OF
LMC LEASING, LTD.
**************
THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: The name of the Corporation is LMC LEASING, LTD.
SECOND: The registered office of the Corporation is to be located at 1209
Orange Street in the City of Wilmington in the County of New Castle, in the
State of Delaware. The name of its registered agent at that address is The
Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation is
authorized to issue is Three Thousand (3,000) shares of common stock, $0.01 par
value per share.
FIFTH: The name and address of the Incorporator is as follows:
NAME ADDRESS
---- -------
Mark S. Albert c/o D'Ancona & Pflaum
30 N. LaSalle Street
Suite 2900
Chicago, IL 60602
SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders.
(1) The number of directors of the Corporation shall from time to time be
fixed by, or in the manner provided in, the by-laws. Election of directors need
not be by ballot unless the by-laws so provide.
(2) The Board of Directors shall have power without the assent or vote of
the stockholders to make, alter, amend, change, add to or repeal the by-laws of
the Corporation; to authorize and cause to be executed mortgages and liens on
all or any part of the property of the Corporation; to determine the use and
disposition of any surplus or net profits; and to fix the times for the
declaration and payment of dividends.
(3) The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the Corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders are present in person or by
proxy) shall be as valid and as binding upon the Corporation and upon all the
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stockholders as though it had been approved or ratified by every stockholder of
the Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interest, or for any other reason.
(4) In addition to the powers and authorities expressly conferred upon the
directors of the corporation, either by this Certificate or by Statute, the
directors are hereby empowered to exercise all such powers and do all such acts
as may be exercised or done by the Corporation, so long as such actions do not
violate applicable law, this Certificate, and any by-laws of the Corpo ration
from time to time enacted by the stockholders of the Corporation; provided,
however, that no by-laws shall invalidate any prior act of the directors which
would have been valid if such by-laws had not been enacted.
SEVENTH: The Corporation shall, to the fullest extent permitted by law,
indemnify all persons whom it may indemnify pursuant thereto.
EIGHTH: The liability of the Corporation's directors to the Corporation or
its stockholders shall be eliminated to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as the same may be amended and
supplemented. No amendment to or repeal of this ARTICLE EIGHTH shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
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TENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of January,
1994.
/s/ Mark S. Albert
-----------------------------------
Mark S. Albert
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
____________________________
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 CHANGE OF
REGISTERED AGENT OF "LMC LEASING, LTD.", FILED IN THIS OFFICE ON THE SECOND DAY
OF DECEMBER A.D. 1996, AT 9 O'CLOCK A.M.
[SEAL]
[SEAL] /s/ Edward J. Freel
------------------------------------
Edward J. Freel, Secretary of State
2373222 8100 AUTHENTICATION: 9134497
981226953 DATE: 06-12-98
CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation") is
LMC LEASING, LTD.
2. The registered office of the corporation within the State of Delaware
is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New
Castle.
3. The registered agent of the Corporation within the State of Delaware
is hereby changed to Corporation Service Company, the business office of which
is identical with the registered office of the Corporation is hereby changed.
4. The Corporation has authorized the changed hereinbefore set forth by
resolution of its Board or Directors.
Signed: October 23, 1996
------------
[SIGNATURE ILLEGIBLE]^^
------------------------------
President
William J. Sabo
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
____________________________
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 AMENDMENT
OF "LMC LEASING, LTD.", FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF
DECEMBER, A.D. 1997, AT 6 O'CLOCK P.M.
[SEAL]
[SEAL] /s/ Edward J. Freel
------------------------------------
Edward J. Freel, Secretary of State
2373222 8100 AUTHENTICATION: 9134496
981226953 DATE: 06-12-98
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
LMC LEASING, LTD.
* * * * * * * *
LMC LEASING, LTD., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation by unanimous
written consent dated November 10, 1997, duly adopted a resolution proposing and
declaring advisable the following amendment to the Certificate of Incorporation
of said corporation:
RESOLVED, that subject to the approval of the shareholders of the
Corporation, Article Fourth of the Certificate of Incorporation of the
Corporation is hereby amended to be and read as follows:
"Fourth: A. The total number of shares of stock which the
Corporation is authorized to issue is Six Thousand (6,000) shares, Three
Thousand (3,000) of which shall be classified as Common Shares, par value
$0.01 per share, and Three Thousand (3,000) of which shall be classified as
Non-Voting Common Shares, par value $0.01 per share.
B. The Common Shares and the Non-voting common Shares shall be
identical in all respects, except that unless specifically required by the
Delaware General Corporation Law pertaining to voting by class, the Non-
Voting Common Shares shall have no voting rights."
SECOND: That in lieu of holding a meeting and vote of stockholders, the
stockholders entitled to vote have given unanimous written consent to said
amendment in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the
applicable provisions of Sections 228 and 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said LMC LEASING, LTD. has caused this certificate
to be signed by Peter A. Ferro, Jr., its Chief Executive Officer, and attested
by Michael W. Hansen, its Secretary, this 22nd day of December, 1997.
By: /s/ Peter A. Ferro
--------------------------------------------
Peter A. Ferro, Jr., Chief Executive Officer
ATTEST:
/s/ Michael W. Hansen
- ----------------------------
Michael W. Hansen, Secretary
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE PAGE 1
____________________________
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 AMENDMENT
OF "LMC LEASING, LTD.", CHANGING ITS NAME FROM "LMC LEASING, LTD.", TO "EMPRESS
ENTERTAINMENT, INC.", FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF MAY, A.D.
1998, AT 1 O'CLOCK P.M.
[SEAL]
[SEAL] /s/ Edward J. Freel
------------------------------------
Edward J. Freel, Secretary of State
2373222 8100 AUTHENTICATION: 9134495
981226953 DATE: 06-12-98
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
LMC LEASING, LTD.
**************
LMC LEASING, LTD. a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation at a special
meeting of the Board of Directors duly held and convened on May 1, 1998 adopted
a resolution proposing and declaring advisable an amendment to the Certificate
of Incorporation of said corporation, declaring said amendment to be advisable
and directing that said amendment be considered at a special meeting of
stockholders. The resolution setting forth the proposed amendment is as follows:
"RESOLVED, that Article 1 of the Certificate of Incorporation of the
Corporation, is hereby amended to be and read as follows:
"1. The name of the corporation is Empress Entertainment, Inc."
SECOND: That in a lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware and written notice of the adoption of the amendment has been given as
provided in Section 228 of the General Corporation Law of the State of Delaware
to every stockholder entitled to such notice.
THIRD: That said amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said LMC Leasing, Ltd. has caused this certificate to
be signed by John G. Costello, its Vice President, and attested by Michael W.
Hansen, its Secretary, this 28th day of May, 1998.
By: [SIGNATURE ILLEGIBLE]^^
---------------------------------
Vice President
ATTEST:
Michael W. Hansen
- --------------------------------
Secretary
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