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EXHIBIT 3.12.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
D P MEDIA, INC.
The undersigned, Devon Paxson, sole director of D P Media, Inc., a
Florida corporation (the "Corporation"), hereby certifies that:
1. Shares of the Corporation have not yet been issued. Accordingly, no
shareholder approvals of the matters set forth herein are required. In
accordance with Sections 607.1005 and 607.1007 of the Florida Statutes, the sole
director of the Corporation has adopted and approved by written consent on May
__, 1996, the amendment and restatement of the Corporation's articles of
incorporation to read in their entirety as follows:
ARTICLE I. NAME
The name of the Corporation is:
D P MEDIA, INC.
ARTICLE II. ADDRESS
The mailing address of the Corporation is:
601 Clearwater Park Road
West Palm Beach, FL 33401
ARTICLE III. PURPOSE
The Corporation is organized to engage in any activity or business
permitted under the laws of the United States and Florida.
ARTICLE IV. AUTHORIZED SHARES
The maximum number of shares that the Corporation is authorized to have
outstanding at any time is 1,000 shares of class A common stock, with a par
value of $1.00 per share ("Class A Common"), and 1,000 shares of class B common
stock, with a par value of $1.00 per share ("Class B Common"). Except as
otherwise provided below in this Article IV or as otherwise required by
applicable law, all shares of Class A Common and Class B Common shall be
identical in all respects and shall entitle the holder thereof to the same
preferences, limitations, and relative rights:
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1. VOTING RIGHTS. Except as otherwise provided in this Article Fourth
or as otherwise required by applicable law, (a) holders of Class A Common shall
be entitled to one vote per share on all matters to be voted on by the
stockholders of the Corporation and (b) holders of Class B Common shall have no
right to vote on any matter to be voted on by the stockholders of the
Corporation.
2. DIVIDENDS. As and when dividends are declared or paid thereon,
whether in cash, property or securities of the Corporation, the holders of Class
A Common and the holders of Class B Common shall be entitled to participate in
such dividends ratably on a per share basis; provided, that (i) if dividends are
declared which are payable in shares of Class A Common or Class B Common, then
dividends shall be declared which are payable at the same rate on both such
classes of common stock and the dividends payable in shares of Class A Common
shall be payable to holders of Class A Common and dividends payable in shares of
Class B Common shall be payable to holders of Class B Common, (ii) if the
dividends consist of other voting securities of the Corporation, then the
Corporation shall make available to each holder of Class B Common, at such
holder's request, dividends consisting of non-voting securities of the
Corporation which are otherwise identical to such other voting securities and
which are convertible into or exchangeable for such voting securities on the
same terms as Class B Common is convertible into Class A Common.
3. LIQUIDATION. The holders of Class A Common and Class B Common shall
be entitled to participate ratably on a per share basis in all distributions to
the holders of Common Stock in any liquidation, dissolution or winding up of the
Corporation.
4. CONVERSION OF CLASS B COMMON. At any time, each holder of Class B
Common shall be entitled to convert, into the same number of shares of Class A
Common, any or all shares of Class B Common then held by such holder. Each
conversion of shares of Class B Common into shares of the Class A Common shall
be effected by the surrender of the certificate or certificates representing the
shares to be converted at the principal office of the Corporation at any time
during normal business hours, together with a written notice by the holder of
such Class B Common stating that such holder desires to convert the shares, or a
stated number of the shares, of such Class B Common represented by such
certificate or certificates into shares of Class A Common. Each conversion shall
be deemed to have been effected as of the close of business on the date on which
such certificate or certificates have been surrendered and such notice has been
received, and at such time the rights of the holder of the converted Class B
Common shall cease and the person or persons in whose name or names the
certificate or certificates for shares of Class A Common are to be issued upon
such conversion shall be deemed to have become the holder or holders of record
of the shares of Class A Common represented thereby. Promptly after the
surrender of certificates and the receipt of written notice, the Corporation
shall issue and deliver in accordance with the surrendering
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holder's instructions (a) the certificate or certificates for the Class A Common
issuable upon such conversion and (b) a certificate representing any Class B
Common which was represented by the certificate or certificates delivered to the
Corporation in connection with such conversion but which was not converted. All
shares of Class A Common which are issuable upon the conversion of the Class B
Common shall, when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens (other than any lien which existed
in respect of the shares which were converted, immediately prior to such
conversion) and charges.
5. STOCK SPLITS. If the Corporation in any manner subdivides or
combines the outstanding shares of one class of common stock, the outstanding
shares of the other class of common stock shall be proportionately subdivided or
combined in a similar manner.
ARTICLE V. REGISTERED OFFICE AND AGENT
The street address of the current registered office of the Corporation
is 601 Clearwater Park Road, West Palm Beach, Florida 33401, and the name of the
Corporation's current registered agent at that address is Devon Paxson.
ARTICLE VI. BOARD OF DIRECTORS
The Corporation shall have not less than one director. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the current director is:
Name Address
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Devon Paxson 601 Clearwater Park Road
West Palm Beach, FL 33401
ARTICLE VII. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in
the board of directors and the shareholders, except that the board of directors
may not amend or repeal any bylaw adopted by the shareholders if the
shareholders specifically provide that the bylaw is not subject to amendment or
repeal by the directors.
ARTICLE VIII. AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal
any provision in these Amended and Restated Articles of Incorporation in the
manner
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prescribed by law, and all rights conferred on shareholders are subject to this
reservation.
2. The undersigned sole director of the Corporation has been duly
authorized to submit these Amended and Restated Articles of Incorporation of
Corporation to the Department of State of Florida for filing in accordance with
Section 607.1007.
IN WITNESS WHEREOF, the undersigned has executed these Amended and
Restated Articles of Incorporation this ____ day of May, 1996.
D P MEDIA, INC.
By:
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Devon Paxson, Sole Director
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