1
Exhibit 3.13
PAGE 1
State of Delaware
Office of the Secretary of State
--------------------------------
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 MERGER,
WHICH MERGES:
"CHANCELLOR MEDIA CORPORATION OF CHICAGO AM", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF ILLINOIS" UNDER THE NAME OF
"CHANCELLOR MEDIA CORPORATION OF ILLINOIS", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE
THE EIGHTH DAY OF JULY, A.D. 1998, AT 4 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[Secretary's Office Stamp] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2342158 8100M AUTHENTICATION: 9188219
981265950 DATE: 07-10-98
2
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA CORPORATION OF CHICAGO AM
INTO
CHANCELLOR MEDIA CORPORATION OF ILLINOIS
The undersigned corporation, organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Chancellor Media Corporation of Chicago AM Delaware
Chancellor Media Corporation of Illinois Delaware
SECOND: That a Plan and Agreement of Merger among the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is Chancellor Media
Corporation of Illinois.
FOURTH: The Certificate of Incorporation of Chancellor Media Corporation of
Illinois shall be the Certificate of Incorporation of the surviving corporation,
to remain unchanged until amended in accordance with the provisions thereof and
of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 433 E. Las Colinas
Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and 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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Dated: July 8, 1998
CHANCELLOR MEDIA CORPORATION OF ILLINOIS
By: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
2
4
State of Delaware
Office of the Secretary of State
------------------------------------
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 MERGER,
WHICH MERGES:
"KKSF LICENSE CORP.", A DELAWARE CORPORATION,
"WJMN LICENSE CORP.", A DELAWARE CORPORATION,
"WNUA LICENSE CORP.", A DELAWARE CORPORATION,
"WXKS(AM) LICENSE CORP.", A DELAWARE CORPORATION,
"WXKS(FM) LICENSE CORP.", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF ILLINOIS" UNDER THE NAME OF
"CHANCELLOR MEDIA CORPORATION OF ILLINOIS", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE THIRTY-FIRST DAY OF JULY, A.D. 1998, AT 3:30 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[DELAWARE SECRETARY'S OFFICE SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2342158 8100M AUTHENTICATION: 9230052
981300473 DATE: 07-31-98
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CERTIFICATE OF MERGER
OF
KKSF LICENSE CORP.,
WNUA LICENSE CORP.,
WXKS(AM) LICENSE CORP.,
WXKS(FM) LICENSE CORP.,
AND
WJMN LICENSE CORP.
INTO
CHANCELLOR MEDIA CORPORATION OF ILLINOIS
The undersigned corporation, organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
NAME STATE OF INCORPORATION
- ---- ----------------------
KKSF License Corp. Delaware
WNUA License Corp. Delaware
WXKS(AM) License Corp. Delaware
WXKS(FM) License Corp. Delaware
WJMN License Corp. Delaware
Chancellor Media Corporation of Illinois Delaware
SECOND: That a Plan and Agreement of Merger among the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is Chancellor Media
Corporation of Illinois.
FOURTH: The Certificate of Incorporation of Chancellor Media Corporation
of Illinois shall be the Certificate of Incorporation of the surviving
corporation, to remain unchanged until amended in accordance with the
provisions thereof and of applicable law.
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FIFTH: That the executed Plan and Agreement of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 433 E. Las Colinas
Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will be furnished
by the surviving corporation on request and without cost to any stockholder of
any constituent corporation.
2
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Dated: July 31, 1998
CHANCELLOR MEDIA CORPORATION
OF ILLINOIS
By: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
3
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PAGE 1
State of Delaware
Office of the Secretary of State
-----------------------------------
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 MERGER,
WHICH MERGES:
"CHANCELLOR MEDIA CORPORATION OF THE WINDY CITY", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF ILLINOIS" UNDER THE NAME OF
"CHANCELLOR MEDIA CORPORATION OF ILLINOIS", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE THIRTY-FIRST DAY OF JULY, A.D. 1998, AT 3:25 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[DELAWARE SECRETARY'S OFFICE SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2342158 8100M AUTHENTICATION: 9230046
981300469 DATE: 07-31-98
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CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA CORPORATION OF THE WINDY CITY
INTO
CHANCELLOR MEDIA CORPORATION OF ILLINOIS
The undersigned corporation, organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
Chancellor Media Corporation of the Windy City Delaware
Chancellor Media Corporation of Illinois Delaware
SECOND: That a Plan and Agreement of Merger among the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is Chancellor Media
Corporation of Illinois.
FOURTH: The Certificate of Incorporation of Chancellor Media
Corporation of Illinois shall be the Certificate of Incorporation of the
surviving corporation, to remain unchanged until amended in accordance with the
provisions thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on file at
the principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 433 E. Las Colinas
Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and 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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Dated: July 31, 1998
CHANCELLOR MEDIA CORPORATION OF ILLINOIS
By: /s/ Andrea Hulcy
--------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
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[CT CORPORATION SYSTEM LETTERHEAD]
Dear Ms. Serena:
Re: Chancellor Media Corporation of Illinois (DE.DOM.)
Merging: WMXD License Corp. (DE.DOM.)
WJLE License Corp. (DE.DOM.)
WWWW/WDFN License Corp. (DE.DOM.)
KMEL License Corp. (DE.DOM.)
WEJM/WEJM-FM/WVAZ License Corp. (DE.DOM.)
KSKY License Corp. (DE.DOM.)
WKQI/WDOZ/WNIC License Corp. (DE.DOM.)
WYNY License Corp. (DE.DOM.)
Under the name of: Chancellor Media Corporation Of Illinois
*Chancellor Media Corporation of New York
*Chancellor Media Corporation of Michigan
Pursuant to instructions received, the Certificate of Merger and two
*Certificates of Incorporation for each of the above were filed in the
office of the Secretary of State of Delaware on July 30, 1998 at 4:30 p.m.
We enclose one certified copy of each document.
Very truly yours,
/s/ Terry L. Ford
Terry L. Ford
Senior Customer Specialist
TLF/lac
Enc.
Jane C. Serena
Latham & Watkins
1001 Pennsylvania Ave., N.W.
Suite 1300
Washington, DC 20004-2505
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Page 1
State of Delaware
Office of the Secretary of State
--------------------------------------
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 MERGER,
WHICH MERGES:
"KMEL LICENSE CORP.", A DELAWARE CORPORATION,
"KSKY LICENSE CORP.", A DELAWARE CORPORATION,
"WEJM/WEJM-FM/WVAZ LICENSE CORP.", A DELAWARE CORPORATION,
"WJLB LICENSE CORP.", A DELAWARE CORPORATION,
"WKQI/WDOZ/WNIC LICENSE CORP.", A DELAWARE CORPORATION,
"WMXD LICENSE CORP.", A DELAWARE CORPORATION,
"WWWW/WDFN LICENSE CORP.", A DELAWARE CORPORATION,
"WYNY LICENSE CORP.", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF ILLINOIS" UNDER THE
NAME OF "CHANCELLOR MEDIA CORPORATION OF ILLINOIS", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE THE THIRTIETH DAY OF JULY, A.D. 1998, AT 4:30 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[DELAWARE SECRETARY'S OFFICE SEAL] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
2342158 8100M AUTHENTICATION: 9228734
981299225 DATE: 07-31-98
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CERTIFICATE OF MERGER
OF
WMXD LICENSE CORP.,
WJLB LICENSE CORP.,
WWWW/WDFN LICENSE CORP.,
KMEL LICENSE CORP.,
WEJM/WEJM-FM/WVAZ LICENSE CORP.,
KSKY LICENSE CORP.,
WLQI/WDOZ/WNIC LICENSE CORP.
AND
WYNY LICENSE CORP.
INTO
CHANCELLOR MEDIA CORPORATION OF ILLINOIS
The undersigned corporation, organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of
the constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
------ --------------------------
WMXD License Corp. Delaware
WJLB License Corp. Delaware
WWWW/WDFN License Corp. Delaware
KMEL License Corp. Delaware
WEJM/WEJM-FM/WVAZ License Corp. Delaware
KSKY License Corp. Delaware
WKQI/WDOZ/WNIC License Corp. Delaware
WYNY License Corp. Delaware
Chancellor Media Corporation of Illinois Delaware
SECOND: That a Plan and Agreement of Merger among the
parties to the merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 251 of the General Corporation Law of the State of
Delaware.
THIRD: That the name of the surviving corporation is
Chancellor Media Corporation of Illinois.
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FOURTH: The Certificate of Incorporation of Chancellor
Media Corporation of Illinois shall be the Certificate of Incorporation of the
surviving corporation, to remain unchanged until amended in accordance with the
provisions thereof and of applicable law.
FIFTH: That the executed Plan and Agreement of Merger is on
file at the principal place of business of the surviving corporation. The
address of the principal place of business of the surviving corporation is 433
E. Las Colinas Blvd., Suite 1130, Irving, Texas 75039.
SIXTH: That a copy of the Plan and Agreement of Merger will
be furnished by the surviving corporation on request and without cost to any
stockholder of any constituent corporation.
2
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Dated: July 29, 1998
CHANCELLOR MEDIA CORPORATION OF ILLINOIS
By: /s/ Andrea Hulcy
----------------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
3
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State of Delaware
Office of the Secretary of State
--------------------------------
I, WILLIAM T. QUILLEN, 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 "EVERGREEN MEDIA CORPORATION OF ILLINOIS" FILED IN THIS OFFICE
ON THE TWENTY-NINTH DAY OF JUNE, A.D. 1993, AT 4:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE
COUNTY RECORDER OF DEED FOR RECORDING.
* * * * * * * * * *
[DELAWARE SECRETARY'S /s/ William T. Quillen
OFFICE SEAL] ------------------------------------------
William T. Quillen, Secretary of State
733180047
AUTHENTICATION: *3959091
DATE: 06/30/1993
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CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF ILLINOIS
FIRST: The name of the corporation (hereinafter sometimes referred to as
the "Corporation") is:
EVERGREEN MEDIA CORPORATION OF ILLINOIS
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The aggregate number of all classes of shares which the Corporation
shall have authority to issue is one thousand (1,000) shares of common stock
with a par value of $.01 per share.
No holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive right to subscribe for,
purchase or receive any share of the Corporation of any class, now or hereafter
authorized, or any options or warrants for such shares, or any rights to
subscribe to or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time or from time to time be
issued, sold or offered for sale by the Corporation; provided, however, that in
connection with the issuance or sale of any such shares or securities, the Board
of Directors of the Corporation may, in its sole discretion, offer such shares
or securities, or any part thereof, for purchase or subscription by the holders
of shares of the Corporation, except as may otherwise be provided by this
Certificate of Incorporation as from time to time amended.
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At all times, each holder of common stock of the Corporation shall be
entitled to one vote for each share of common stock held by such stockholder
standing in the name of such stockholder on the books of the Corporation.
FIFTH: The name and address of the Incorporator is as follows:
Sylvia L. Adams
LATHAM & WATKINS
1001 Pennsylvania Avenue, Suite 1300
Washington, D.C. 20004-2505
SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the Bylaws of the Corporation.
SEVENTH: No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for the breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
EIGHTH: Election of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.
NINTH: The Corporation reserves the right to amend, alter, change or repeal
any provisions contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by the law of the State of Delaware. All rights
conferred upon stockholders herein are granted subject to this reservation.
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I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, herein declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 29th day of June, 1993.
/s/ Sylvia L. Adams
---------------------------
Sylvia L. Adams
Incorporator
3
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PAGE 1
State of Delaware
Office of the Secretary of State
--------------------------------
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 "EVERGREEN MEDIA CORPORATION OF ILLINOIS", CHANGING ITS NAME FROM
"EVERGREEN MEDIA CORPORATION OF ILLINOIS" TO "CHANCELLOR MEDIA CORPORATION OF
ILLINOIS", FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF OCTOBER, A.D. 1997,
AT 4:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
[DELAWARE SECRETARY'S OFFICE SEAL] /s/ Edward J. Freel
------------------------------------------
Edward J. Freel, Secretary of State
2342158 8100 AUTHENTICATION: 8709755
971352144 DATE: 10/20/97
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF ILLINOIS
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, Evergreen Media Corporation of Illinois (the "Corporation"), a
Delaware corporation, hereby certifies that:
1. The Certificate of Incorporation of the Corporation is hereby amended by
deleting the present Article FIRST and inserting in lieu thereof a new
Article FIRST, as follows:
FIRST: The name of the Corporation (hereinafter sometimes referred to as
the "Corporation") is:
"CHANCELLOR MEDIA CORPORATION OF ILLINOIS"
2. The Sole Director and Sole Shareholder of the Corporation, by written
consent, adopted, approved and ratified the foregoing Amendment.
IN WITNESS WHEREOF, the Corporation has caused the Certificate of
Amendment to be signed and executed in its corporate name by Omar Choucair, its
Vice President, on this 17 day of October, 1997.
EVERGREEN MEDIA CORPORATION OF ILLINOIS,
a Delaware Corporation
By: /s/ Omar Choucair
---------------------
Name: Omar Choucair
Title: Vice President