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Exhibit 3b
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify that the attached is a true and correct copy of the Articles of
Merger, filed on March 20, 1997 effective March 21, 1997, for ST. JOE
INDUSTRIES, the surviving Florida corporation, as shown by the records of this
office.
The document number of this corporation is H82652.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capitol, this the
Twentieth day of March, 1997
/s/ Sandra B. Mortham
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Sandra B. Mortham
Secretary of State
[STATE OF FLORIDA SEAL]
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EFFECTIVE DATE
3-21-97 12:00 P.M.
FILED
97 MAR 20 PM 3:52
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF MERGER
merging
St. Joe Forest Products Company
into
St. Joe Industries, Inc.
Pursuant to the provisions of Section 607.1105 of the Florida Business
Corporation Act (the "Act"), the undersigned corporations deliver the following
Articles of Merger for the purpose of merging St. Joe Forest Products Company,
a Florida corporation (the "Subsidiary"), into St. Joe Industries, Inc., a
Florida corporation which shall be the surviving corporation (the "Surviving
Corporation").
1. Attached hereto as Exhibit A is the Plan of Merger adopted by
the Board of Directors of the Surviving Corporation on January
15, 1997 pursuant to Section 607.1104 of the Act.
2. The effective date of the merger is 12:00 p.m. on March 21,
1997.
3. Pursuant to Section 607.1104 of the Act, no shareholder
approval was required in connection with this merger.
ST. JOE FOREST PRODUCTS COMPANY ST. JOE INDUSTRIES, INC.
By:/s/ Edward C. Brownlie By:/s/ Edward C. Brownlie
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Edward C. Brownlie Edward C. Brownlie
Vice President Vice President