EXHIBIT 3.33
FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION
No. 82-0571242 No. 04-2580280
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF MERGER
(General Laws, Chapter 156B, Section 78)
*Merger of Volunteer Acquisition Corporation
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the constituent corporations, into
99 West, Inc.
*one of the constituent corporations.
The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:
1. An agreement of *merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 78, and will be
kept as provided by Subsection (d) thereof. *The surviving
corporation will furnish a copy of said agreement to any of its
stockholders, or to any person who was a stockholder of any
constituent corporation, upon written request and without charge.
2. The effective date of the *merger determined pursuant to the
agreement of *merger shall be the date approved and filed by the
Secretary of the Commonwealth. If a later effective date is desired,
specify such date which shall not be more than thirty days after the
date of the filing.
3. (For a merger)
**The following amendment to the Articles of Organization of the surviving
corporation have been effected pursuant to the agreement of merger:
See Continuation Sheet 3
*DELETE THE INAPPLICABLE WORD **IF THERE ARE NO PROVISIONS, STATE "NONE."
NOTES: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 8 1/2 X 11 SHEETS OF
PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE
MAY BE MADE ON A SINGLE SHEET AS LONG AS EACH ARTICLE REQUIRING EACH ARTICLE
REQUIRING EACH ADDITION IS CLEARLY INDICATED.
CONTINUATION SHEET 3
SECTION 1 WAS AMENDED TO READ AS FOLLOWS:
1. The name by which the corporation shall be known is:
99 West, Inc.
SECTION 2 WAS AMENDED TO READ AS FOLLOWS:
2. The purposes for which the corporation is formed are as follows:
To buy, sell, prepare and serve food and beverages, alcoholic
or otherwise, of every kind and description at wholesale or retail; to
provide entertainment in connection therewith; to buy, sell, improve,
lease and otherwise deal in real property; to borrow and lend money; to
carry on any activity necessary or incidental to the foregoing; and to
carry on any business permitted by the laws of the Commonwealth of
Massachusetts of a corporation organized under Chapter 156B.
SECTION 3 WAS AMENDED TO READ AS FOLLOWS:
3. The total number of shares and the par value, if any, of each class of
stock which the corporation is authorized is as follows:
WITHOUT PAR VALUE WITH PAR VALUE
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: 1,000 Common:
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Preferred: Preferred:
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SECTION 5 WAS AMENDED TO READ AS FOLLOWS:
5. The restrictions, if any, imposed by the Articles of Organization upon
the transfer of shares of stock of any class are as follows:
NONE.
SECTION 6 WAS AMENDED TO READ AS FOLLOWS:
6. Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution,
or for limiting, defining or regulating the powers of the corporation,
or its directors or stockholders, or of any class of stockholders:
The Board of Directors of the corporation may make, amend, or repeal
the by-laws of the corporation, in whole or in part, except with respect to any
provision thereof which, by law, the Articles of Organization, or the by-laws,
require action exclusively by the stockholders entitled
CONTINUATION SHEET 3 (CONTINUED)
to vote thereon; but any by-law adopted by the Board of Directors may be amended
or repealed by the stockholders.
All meetings of stockholders of the corporation may be held within the
Commonwealth of Massachusetts or elsewhere within the United States. The place
of such meetings shall be fixed in, or determined in the manner provided in, the
by-laws.
Each director or officer, present or former, of the corporation or of
any other corporation a majority of the stock of which is owned by the
corporation, shall be indemnified by the corporation against all costs and
expenses reasonably incurred by or imposed upon him in connection with or
arising out of any action, suit, or proceeding in which he may be involved by
reason of his being or having been such director or officer, such expenses to
include the cost of reasonable settlements (other than amounts paid to the
corporation itself) made with a view to curtailing costs of litigation. The
corporation shall not, however, indemnify any such director or officer with
respect to matters as to which he shall be finally adjudged in any such action,
suit, or proceeding not to have acted in good faith in the reasonable belief
that his action was in the best interest of the corporation, or in respect of
any matter on which any settlement or compromise is effected if the total
expense, including the cost of such settlement, shall substantially exceed the
expense which might reasonably be incurred by such director or officer in
conducting such litigation to a final conclusion. The foregoing right of
indemnification shall not be exclusive of other rights to which any such
director or officer may be entitled as a matter of law. In determining the
reasonableness of any settlement, the judgment of the Board of Directors shall
be final.
No contract, act, or other transaction between this corporation and any
other firm or corporation shall be affected or invalidated by reason of the fact
that any one or more of the directors or officers of this corporation is or are
interested in, or is a member, stockholder, director or officer, or are members,
stockholder, directors, or officers of such other firm or corporation, and each
and every person who may become a director or officer of this corporation is
hereby relieved from any liability that might otherwise exist from thus
contracting with this corporation for the benefit of himself or any firm,
association or corporation which he may be otherwise interested.
The corporation may be a partner in any business enterprise which it
would have the power to conduct itself.
(FOR A CONSOLIDATION)
(a) The purpose of the resulting corporation is to engage in the following
business activities:
(b) State the total number of shares and the par value, if any, of each
class of stock which the resulting corporation is authorized to issue.
WITHOUT PAR VALUE WITH PAR VALUE
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TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
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Common: Common:
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Preferred: Preferred:
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**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.
**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:
**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
4. The information contained in Item 4 is not a permanent part of the
Articles of Organization of the *surviving corporation.
(a) The street address of the *surviving corporation in Massachusetts is:
(post office boxes are not acceptable):
160 Olympia Avenue, Woburn, MA 01801
**If there are no provisions state "None".
(b) The name, residential address, and post office address of each director
and officer of the surviving corporation is:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President: Gregory L. Burns 203 Lynnwood Blvd.
Nashville, TN 37205
Treasurer: A. Chad Fitzhugh 1619 Edgewater Drive
Franklin, TN 37069
Clerk: A. Chad Fitzhugh 1619 Edgewater Drive
Franklin, TN 37069
Directors:
Gregory L. Burns, Chairman 203 Lynnwood Blvd.
Nashville, TN 37205
A. Chad Fitzhugh 1619 Edgewater Drive
Franklin, TN 37069
Steve Hislop 1409 Willowbrook Circle
Franklin, TN 37069
(c) The fiscal year (i.e. tax year) of the *surviving corporation shall
end, on the last Sunday of the month of:
December
(d) The name and business address of the resident agent, if any, of the
*surviving corporation is:
National Registered Agents, Inc.
303 Congress Street, 2nd Floor
Boston, MA 02110
The undersigned officers of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of merger has been duly executed on behalf of such
corporation and duly approved by the stockholders of such corporation in the
manner required by General Laws, Chapter l56B, Section 78.
/s/ Gregory L. Burns , Gregory L. Burns, *President
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/s/ A. Chad Fitzhugh , A. Chad Fitzhugh, *Clerk
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of Volunteer Acquisition Corporation
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(Name of constituent corporation)
/s/ Charles F. Doe, Jr. , Charles F. Doe, Jr., *President
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/s/ Joseph R. Tarby, III , Joseph R. Tarby, III, *Clerk
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of 99 West, Inc.
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(Name of constituent corporation)
*Delete the inapplicable words.
THE COMMONWEALTH OF MASSACHUSEITS
ARTICLES OF *CONSOLIDATION / *MERGER
(General Laws, Chapter 156B, Section 78)
I hereby approve the within Articles of *Consolidation / *Merger and, the filing
fee in the amount of $_________, having been paid, said articles are deemed to
have been filed with me this _______ day of __________________, 20_____.
Effective date:______________________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Derek S. Hughey
315 Deaderick Street, Suite 2700
Nashville, TN 37238
Telephone:______________________