1
EXHIBIT 3.32
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 PHILADELPHIA", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF THE KEYSTONE STATE" UNDER
THE NAME OF "CHANCELLOR MEDIA CORPORATION OF THE KEYSTONE STATE", A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND
FILED IN THIS OFFICE THE TENTH DAY OF AUGUST, A.D. 1998, AT 2 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9244162
[SEAL] DATE: 08-10-98
2
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA CORPORATION OF PHILADELPHIA
INTO
CHANCELLOR MEDIA CORPORATION OF THE KEYSTONE STATE
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 Philadelphia Delaware
Chancellor Media Corporation of the Keystone State Delaware
SECOND: That a Plan and Agreement of Merger between 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 the Keystone State.
FOURTH: The Certificate of Incorporation of Chancellor Media Corporation of
the Keystone State 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
3
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
4
Dated: August 10 , 1998
----------------------
CHANCELLOR MEDIA CORPORATION OF
THE KEYSTONE STATE
By: /s/ ANDREA HULCY
-----------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
3
5
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 PENNSYLVANIA", A DELAWARE CORPORATION,
WITH AND INTO "CHANCELLOR MEDIA CORPORATION OF THE KEYSTONE STATE" UNDER
THE NAME OF "CHANCELLOR MEDIA CORPORATION OF THE KEYSTONE STATE", 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 11 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9229047
[SEAL] DATE: 07-31-98
6
CERTIFICATE OF MERGER
OF
CHANCELLOR MEDIA CORPORATION OF PENNSYLVANIA
INTO
CHANCELLOR MEDIA CORPORATION OF THE KEYSTONE STATE
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 Pennsylvania Delaware
Chancellor Media Corporation of the Keystone State Delaware
SECOND: That a Plan and Agreement of Merger between 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 the Keystone State.
FOURTH: The Certificate of Incorporation of Chancellor Media Corporation of
the Keystone State 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
7
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
8
Dated: July 31 , 1998
----------------------
CHANCELLOR MEDIA CORPORATION OF
THE KEYSTONE STATE
By: /s/ ANDREA HULCY
-----------------------------------------
Andrea Hulcy
Vice President and Assistant Secretary
3
9
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 THE KEYSTONE STATE", CHANGING ITS NAME FROM
"EVERGREEN MEDIA CORPORATION OF THE KEYSTONE STATE" TO "CHANCELLOR MEDIA
CORPORATION OF THE KEYSTONE STATE", 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.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8709784
[SEAL] DATE: 10-20-97
10
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF THE KEYSTONE STATE
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, Evergreen Media Corporation of Massachusetts (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 THE KEYSTONE STATE"
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 THE KEYSTONE STATE,
a Delaware Corporation
By: /s/ OMAR CHOUCAIR
-----------------------------
Name: Omar Choucair
Title: Vice President
11
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THAT THE SAID "EVERGREEN MEDIA CORPORATION OF NORTH CAROLINA", FILED A
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME TO "EVERGREEN MEDIA CORPORATION OF
THE KEYSTONE STATE", THE TWELFTH DAY OF JUNE, A.D. 1997, AT 12 O'CLOCK P.M.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8509152
[SEAL] DATE: 06-12-97
12
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 NORTH CAROLINA", CHANGING ITS NAME FROM
"EVERGREEN MEDIA CORPORATION OF NORTH CAROLINA" TO "EVERGREEN MEDIA CORPORATION
OF THE KEYSTONE STATE", FILED IN THIS OFFICE ON THE TWELFTH DAY OF JUNE, A.D.
1997, AT 12 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8509116
[SEAL] DATE: 06-12-97
13
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
EVERGREEN MEDIA CORPORATION OF NORTH CAROLINA
Pursuant to Section 242 of the General Incorporation Law of the State of
Delaware, Evergreen Media Corporation of North Carolina (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:
"EVERGREEN MEDIA CORPORATION OF THE KEYSTONE STATE"
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 12th day of June, 1997.
EVERGREEN MEDIA CORPORATION OF
NORTH CAROLINA,
a Delaware Corporation
By: /s/ OMAR CHOUCAIR
-----------------------------
Name: Omar Choucair
Title: Vice President
14
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY "EVERGREEN MEDIA CORPORATION OF THE KEYSTONE STATE" IS DULY INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL
CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWELFTH
DAY OF JUNE, A.D. 1997.
AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO
DATE.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8509151
[SEAL] DATE: 06-12-97
15
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:
"EVERGREEN MEDIA CORPORATION OF CAROLINALAND", A DELAWARE CORPORATION,
WITH AND INTO "EVERGREEN MEDIA CORPORATION OF NORTH CAROLINA" UNDER THE
NAME OF "EVERGREEN MEDIA CORPORATION OF NORTH CAROLINA", A CORPORATION ORGANIZED
AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN
THIS OFFICE THE TWELFTH DAY MAY, A.D. 1997, AT 1 O'CLOCK P. M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 8460906
[SEAL] DATE: 05-12-97
16
CERTIFICATE OF MERGER
OF
EVERGREEN MEDIA CORPORATION OF CAROLINALAND
INTO
EVERGREEN MEDIA CORPORATION OF NORTH CAROLINA
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
---- ----------------------
Evergreen Media Corporation of North Carolina Delaware
Evergreen Media Corporation of Carolinaland 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 Evergreen Media
Corporation of North Carolina.
FOURTH: The Certificate of Incorporation of Evergreen Media Corporation of
North Carolina, as amended hereby, 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. The first sentence of Article
FOURTH of the Certificate of Incorporation shall be deleted in its entirety and
replaced with the following:
"The aggregate number of all classes and shares which the Corporation shall
have authority to issue is one thousand one hundred (1,100) shares of
common stock with par value of $.01 per share."
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.
17
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.
Dated: May 12 ,1998
----------------------
EVERGREEN MEDIA CORPORATION
OF NORTH CAROLINA
By: /s/ MATHEW E. DEVINE
-----------------------------------------
Mathew E. Devine
Vice President
2
18
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 "PYRAMID COMMUNICATIONS-CHARLOTTE, INC.", CHANGING ITS NAME FROM "PYRAMID
COMMUNICATIONS-CHARLOTTE, INC." TO "EVERGREEN MEDIA CORPORATION OF NORTH
CAROLINA", FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF JANUARY, A.D. 1996, AT
4 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 7793142
[SEAL] DATE: 01-17-96
19
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
PYRAMID COMMUNICATIONS OF-CHARLOTTE, INC.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Pyramid Communications-Charlotte, Inc, (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:
"EVERGREEN MEDIA CORPORATION OF NORTH CAROLINA"
2. The Board of Directors and Stockholders of the Corporation, by written
consent, adopted, approved and ratified the foregoing Amendment.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed and executed in its corporate name by Matthew E. Devine,
its assistant secretary, on this 17th day of January, 1996.
PYRAMID COMMUNICATIONS-
CHARLOTTE, INC.,
a Delaware corporation
By: /s/ MATTHEW E. DEVINE
---------------------------
Matthew E. Devine
Assistant Secretary
20
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 "PYRAMID COMMUNICATIONS -CHARLOTTE." FILED IN THIS OFFICE ON
THE TWENTY-SECOND DAY OF NOVEMBER, A.D. 1993, AT 10 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
* * * * * * * * * * * *
/s/ WILLIAM T. QUILLEN
---------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: *4158761
[SEAL] DATE: 11/22/1993
21
CERTIFICATE OF INCORPORATION
OF
PYRAMID COMMUNICATIONS-CHARLOTTE, INC.
The undersigned, in order to form a corporation for the purpose
hereinafter stated, under and pursuant to the provisions of the Delaware General
Corporation Law, hereby certifies that:
1. The name of the Corporation is Pyramid Communications-Charlotte, Inc.
2. The registered office and registered agent of the Corporation is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, County of New Castle, Delaware 19801.
3. 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 Delaware.
4. The total number of shares of stock that the Corporation is authorized
to issue is 1,000 shares of Common Stock, par value $.01 per share.
5. The name and address of the incorporator is Kuang-Hsiang Lin, 425
Lexington Avenue, New York City, New York 10017.
6. The Board of Directors of the Corporation, acting by majority vote, may
alter, amend or repeal the By-Laws of the Corporation.
7. Except as otherwise provided by the Delaware General Corporation Law as
the same exists or may hereafter by amended, no director of the Corporation
shall be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. Any repeal or modification
of this Article SEVENTH by the stockholders of the Corporation shall not
adversely affect any right of protection of a director of the Corporation
existing at the time of such repeal or modification.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Incorporation on November 18, 1993.
/s/ KUANG-HSIANG LIN
-----------------------------------
Kuang-Hsiang Lin
Sole Incorporator