EXHIBIT 3.8
STATE OF DELAWARE
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OFFICE OF THE SECRETARY OF STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:
"ALLUR-DETROIT, INC.", A DELAWARE CORPORATION, WITH AND INTO "BELL
BROADCASTING COMPANY" UNDER THE NAME OF "BELL BROADCASTING COMPANY", A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF MICHIGAN, AS
RECEIVED AND FILED IN THIS OFFICE THE TWENTIETH DAY OF DECEMBER, A.D. 2001, AT 9
O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF MERGER IS THE THIS THIRTY-FIRST DAY OF DECEMBER, A.D. 2001.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Harriet Smith Windsor
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HARRIET SMITH WINDSOR, SECRETARY OF STATE
3472013 8100M AUTHENTICATION: 1522816
DATE: 12-21-01
010660299
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/20/2001
010660299 - 2312974
CERTIFICATE OF MERGER
OF
ALLUR-DETROIT, INC.
WITH AND INTO
BELL BROADCASTING COMPANY
The undersigned, officer of Bell Broadcasting Company, a Michigan
corporation, (the "Surviving Corporation"), hereby certifies that this
Certificate of Merger (the "Certificate") of Allur-Detroit, Inc., a Delaware
corporation (the "Merging Corporation") and the Surviving Corporation is filed
and executed pursuant to Section 252 of the General Corporation Law of the State
of Delaware (the "Delaware Act") and that:
1. The constituent business corporations participating in the merger
herein certified are:
(i) Bell Broadcasting Company, which is incorporated under the laws
of the State of Michigan; and
(ii) Allur-Detroit, Inc., which is incorporated under the laws of
the State of Delaware.
2. The Merging Corporation shall be merged into the Surviving
Corporation (the "Merger").
3. An Agreement of Merger has been approved, adopted, certified,
executed and acknowledged by the Boards of Directors and the
shareholders of each of the Merging Corporation and the Surviving
Corporation in accordance with the provisions of Section 251(c) of
the Delaware Act.
4. The name of the Surviving Corporation in the Merger herein certified
is Bell Broadcasting Company, which will continue its existence as
the Surviving Corporation under its present name upon the effective
date of the Merger pursuant to the provisions of the Delaware Act.
5. The Certificate of Incorporation of Bell Broadcasting Company, as
now in force and effect, shall continue to be the Certificate of
Incorporation of the Surviving Corporation until amended and changed
pursuant to the provisions of the Delaware Act.
6. An executed copy of the Agreement of Merger is on file at the
principal place of business of the Surviving Corporation, which is:
5900 Princess Garden Parkway, 8th Floor, Lanham, MD 20706.
7. A copy of the executed Agreement of Merger will be furnished by the
Surviving Corporation on request and without cost to any stockholder
of any constituent corporation.
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8. This Certificate of Merger between the constituent corporations
provides that the merger herein certified shall be effective for
purposes of Delaware law on December 31, 2001
IN WITNESS WHEREOF, this Certificate has been executed by a duly
authorized officer as of the 18th day of December, 2001.
Bell Broadcasting Company
By: /s/ Linda J. Eckard Vilardo
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Name: LINDA J. ECKARD VILARDO
Title: Vice President
The surviving entity agrees that the Secretary of State of the State of
Delaware can forward service of process for the non-surviving entity and
mail the same to: 5900 Princess Garden Parkway, 7th Floor, Lanham, MD
20706.
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