1
EXHIBIT 3.112
[STATE OF DELAWARE OFFICE OF SECRETARY OF STATE LETTERHEAD]
PAGE 1
I, MICHAEL HARKINS, 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 E.R. ACQUISITION, INC. FILED IN THIS OFFICE ON THE SIXTEENTH
DAY OF JULY, A.D. 1990, AT 1 O'CLOCK P.M.
/ / / / / /
RECEIVED FOR RECORD
Jul. 18 A.D. 1990
/s/ illegible signature
RECORDER
$3.00 STATE DOCUMENT FEE PAID
[SEAL OF DEPT. OF STATE,
OFFICE OF THE SECRETARY
OF STATE, DELAWARE]
750197007 /s/ Michael Harkins
Michael Harkins, Secretary of State
AUTHENTICATION: 2727468
DATE: 07/16/1990
2
CORPORATE FACT SHEET
As of January 14, 1991
CLIENT/MATTER 00608.117
NAME: Eastman Radio Sales, Inc. (formerly E.R. Acquisition, Inc.)
STATE & DATE OF INCORPORATION: Delaware - July 16, 1990
STATE(S) & DATE(S) OF QUALIFICATION: California, 11/28/90, Georgia, 11/28/90,
New York, 11/28/90, Michigan, 11/30/90, Texas, 11/28/90, Washington, 11/28/90,
Illinois - pending
REGISTERED AGENT & ADDRESS: The Prentice-Hall Corporation System, Inc., 32
Loockerman Square, Suite L-100, Dover, Delaware 19901
FISCAL YEAR: 12/31
AUTHORIZED NUMBER OF SHARES: 1000
SHARES ISSUED: 100
PAR VALUE: $1.00
CLASS: Common
CORPORATE MINUTE BOOK KEPT BY: BATTLE FOWLER X CLIENT
--- ---
NUMBER
DIRECTORS OFFICERS SHAREHOLDERS OF SHARES
- --------- -------- ------------ ---------
Peter R. Goulazian Kenneth J. Swetz -- Katz 100
James L. Greenwald Chairman and Chief Communications, (Pledged
Arnold Sheiffer Executive Officer Inc. to Citi-
Kenneth Swetz James L. Greenwald -- bank)
Senior Vice President
and Assistant Secretary
Peter R. Goulazian --
Senior Vice President
Arnold Sheiffer --
Senior Vice President,
Secretary and Treasurer
3
CERTIFICATE OF INCORPORATION
OF
E.R. ACQUISITION, INC.
THE UNDERSIGNED, in order to form a corporation for the purposes
herein 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 E.R. Acquisition, Inc.
(hereinafter called the "Corporation").
SECOND: The registered office of the Corporation is to be located at
32 Loockerman Square, Suite L-100, Dover, County of Kent, Delaware 19901. The
name of its registered agent at that address is The Prentice-Hall Corporation
System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity, without limitation, for which a corporation may be organized under
the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of all classes of stock which the
Corporation is authorized to issue is One Thousand (1,000) shares, consisting
entirely of Common Stock, all of which are of the par value of $1.00 per share.
FIFTH: The name and mailing address of the sole incorporator is:
NAME ADDRESS
---- -------
Karen A. Foley Battle Fowler
280 Park Avenue
New York, New York 10017
SIXTH: The election of directors need not be by written ballot
unless the By-laws so provide.
SEVENTH: The Board of Directors of the Corporation is authorized and
empowered from time to time in its discretion to make, alter, amend or repeal
the By-laws of the Corporation, except as such power may be restricted or
limited by the General Corporation Law of the State of Delaware.
EIGHTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the
4
State of Delaware may, on the application in a summary way of the Corporation or
of any creditor or stockholder thereof or on the application of any receiver or
receivers appointed for the Corporation under the provisions of Section 291 of
Title 8 of the Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for the Corporation under the provisions
of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of
the Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class value of the creditors or class of creditors and/or of
the stockholders or class of stockholders of the Corporation, as the case may
be, agree to any compromise or arrangement and to any reorganization of the
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all
creditors or class of creditors, and/or all the stockholders or class of
stockholders of the Corporation, as the case may be, and also on the
Corporation.
NINTH: 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.
TENTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented.
ELEVENTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, indemnify any and all persons who it
shall have power to indemnify under said section from and against any and all
of the expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in any
other capacity while holding such office, and shall continue as to a person who
has ceased to be a director, officer, employee or
-2-
5
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of July,
1990.
/s/ Karen A. Foley
----------------------
Karen A. Foley, Sole Incorporator
Battle Fowler
180 Park Avenue
New York, New York 10017
-3-
6
PAGE 1
STATE OF DELAWARE
[STATE EMBLEM]
OFFICE OF SECRETARY OF STATE
-------------------------
I, MICHAEL HARKINS, 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 E.R. ACQUISITION, INC. FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF AUGUST,
A.D. 1990, AT 12:30 O'CLOCK P.M.
RECEIVED FOR RECORD
Aug. 17 A.D. 1990
------- --
/s/ MICHAEL T. SCUSE
RECORDER
[DEPARTMENT OF STATE
EMBLEM] $3.00 STATE DOCUMENT FEE PAID
750227056 /S/ MICHAEL HARKINS
--------------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 2762417
DATE: 08/15/1990
7
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:30 P.M. 08/15/1990
750227056 - 2236027
750227056
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
E.R. ACQUISITION, INC.
-----------------------------
Adopted in Accordance
With Section 242
of the
General Corporation Law
of the
State of Delaware
-----------------------------
The undersigned, on behalf of E.R. Acquisition, Inc., 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 name of the corporation is E.R. Acquisition, Inc. (the
"Corporation").
SECOND: That the Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on July 16, 1990.
THIRD: That the amendment set forth herein to the Certificate of
Incorporation of the Corporation was duly authorized by the Board of Directors
and Stockholders of the Corporation in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That in lieu of a vote of stockholders on this amendment, written
consent of the stockholders was given in accordance with the provisions of
Section 228(a) of the General Corporation Law of the State of Delaware.
FIFTH: That the amendment to the Certificate of Incorporation of the
Corporation effected by this Certificate of Amendment is to change the name of
the Corporation to: Eastman Radio Sales, Inc.
8
SIXTH: That to accomplish the foregoing amendment, Article First of the
Certificate of Incorporation of the Corporation is hereby amended to read as
follows:
"FIRST: The name of the corporation is Eastman Radio Sales, Inc.
(hereinafter called the "Corporation")."
IN WITNESS WHEREOF, this Certificate has been signed this 15th day of
August, 1990, and the undersigned hereby affirms, under penalties of perjury,
that the statements made herein are true and correct.
E.R. Acquisition, Inc.
By: /s/ Kenneth J. Swetz
---------------------------------
Name: Kenneth J. Swetz
Title: President
Attest By: /s/ James L. Greenwald
---------------------------------
Name: James L. Greenwald
Title: Assistant Secretary
9
State of Delaware
[LOGO SEAL OF DELAWARE]
OFFICE OF SECRETARY OF STATE
------------------------------
I, MICHAEL HARKINS, 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 E.R. ACQUISITION, INC. FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF AUGUST,
A.D. 1990, AT 12:30 O'CLOCK P.M.
[DELAWARE DEPARTMENT OF STATE SEAL] /s/ Michael Harkins
-----------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 2762416
750227056 DATE: 08/15/1990