Exhibit 3.79
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
NYCON HOLDING CO., INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
We, the undersigned, H. Robert Jochem and Michael L. Sklar, being respectively
the Vice-President and the Assistant Secretary of Nycon Holding Co., Inc. hereby
certify:
1. The name of the corporation is Nycon Holding Co., Inc.
2. The certificate of incorporation of said corporation was filed by the
Department of State on the November 29, 1982.
3. (a) The certificate of incorporation is amended to provide for the
issuance of preferred stock.
(b) To effect the foregoing, Article Fourth relating to the aggregate
number of shares issued is amended and a new Article Fifth is hereby added to
read as follows:
"ARTICLE FOURTH:
CAPITAL STOCK
The aggregate number of shares which this corporation shall have the
authority to issue is 151,000. The Corporation shall have the authority to issue
shares of Common Stock and Preferred Stock, the maximum number and par value of
each to be as follows:
a. 150,000 number of shares of $100.00 par value Preferred Stock; and
b. 1,000 shares of $1.00 par value Common Stock.
ARTICLE FIFTH:
Preferences, Limitations and Relative Rights of Shares of Preferred
Stock
1. ISSUANCE OF PREFERRED SHARES. The aggregate number of Preferred Stock
which the corporation may have authority to issue shall be 150,000 shares having
a par value of One Hundred Dollars ($100.00) per share.
2. NO VOTING RIGHTS. No voting rights shall attach to the shares of
Preferred Stock.
3. DIVIDENDS. Each holder of shares of Preferred Stock shall be entitled
to receive for each fiscal year of the corporation preferential dividends,
payable either in cash or property, out of any assets of the corporation
available for dividends pursuant to the New York Business Corporation Law, at a
rate equal to 13-1/2% per annum. Each holder of Preferred Stock shall be
entitled to receive the dividends stated above and no more, which dividends
shall be payable annually, semi-annually, or quarterly on such dates as may be
determined by the Board of Directors in its sole discretion. Dividends on each
share of Preferred Stock shall accumulate from the date of issue of such share,
from year to year, until paid so that, as long as any shares of preferred stock
are outstanding, if at any time all dividends on the Preferred Stock for all
prior dividend periods shall not have been paid, or if all dividends on the
Preferred Stock for the then current dividend period shall not have been paid or
shall not have been declared with the sum sufficient for the payment thereof set
apart, whether or not there shall be assets of the corporation available for
payment of such dividends under the laws of the State of New York then:
(i) No dividends shall be declared or paid on any other distribution
ordered or made upon the Common Stock other than dividends
payable solely in Common Stock; and
(ii) No shares of Common Stock of this corporation shall be redeemed,
purchased or acquired by this corporation or any subsidiary of
this corporation.
4. UPON LIQUIDATION, DISSOLUTION, MERGER OR REORGANIZATION. In the event
of any voluntary or involuntary liquidation, dissolution or winding up of this
corporation, the holders of record of the outstanding shares of Preferred Stock
shall be entitled to be paid One Hundred Dollars ($100.00) for each share of
Preferred Stock, plus accumulated dividends thereon up to the date of such
liquidation, dissolution, or
winding up of this corporation, whether or not this corporation shall have a
surplus or earnings available for dividends, and no more. After payment to the
holders of the shares of Preferred Stock of the amount payable to them as above
set forth, the remaining assets of this corporation shall be payable to and
distributed ratably among the holders of record of the shares of Common Stock.
If, upon such liquidation, dissolution, or winding up, the assets of the
corporation distributable to the holdings of shares of Preferred Stock shall be
insufficient to permit the payment to them of the entire amount to which they
are entitled to hereunder, the entire assets of this corporation shall be
distributed ratably among the holders of the shares of Preferred Stock.
In the event of any merger or consolidation of this corporation in which
this corporation shall not be the surviving entity, or in the event of any
recapitalization or reorganization of this corporation, any such transaction
must be structured so that the fair market value of the consideration receivable
in such transaction by or allocable to the holders of the Preferred Stock shall
be equal to the liquidation preference of the Preferred Stock determined in
accordance with the preceding paragraph.
5. REDEMPTION. Preferred Stock may be redeemed or purchased for
redemption by this corporation in accordance with the following plan. Unless
specifically prohibited by the New York Business Corporation Law, Preferred
Stock may be redeemed at any time at the option of the Board of Directors. In
case less than all of the outstanding shares of Preferred Stock are to be
redeemed, the Board of Directors shall determine the number of shares to be
redeemed and the holder or holders whose shares are to be redeemed. Notice of
such redemption shall be mailed to such holder or holders at the address shown
on the books of the corporation at least thirty (30) prior to the date fixed for
redemption in such notice. The redemption price payable by the corporation shall
be One Hundred Dollars ($100.00) per share plus any and all declared or
accumulated or unpaid dividends on the date of such redemption and
such redemption price shall be paid by the corporation to such holder or holders
on the redemption date set forth in the notice of redemption. From and after the
date fixed in any such notice as the date for redemption, no further dividends
shall be declared or paid on the shares so called for redemption and all rights
of the holder or holders thereof as stockholders of the corporation shall cease
and terminate, except their right to receive the amount payable on such
redemption, unless the corporation shall fail to pay the redemption price on the
date fixed for redemption. The corporation may, at any time and unless
specifically prohibited by the New York Business Corporation Law, purchase for
retirement from one or more holders thereof is determined by the Board of
Directors of the corporation any or all of the shares outstanding Preferred
Stock at a price not to exceed the redemption price stated above. All shares
redeemed or
purchased may be either cancelled and retired or held by the corporation as
treasury shares.
6. NO PREEMPTIVE RIGHTS. No preferred stockholders of this corporation
shall, because his or its ownership of Preferred Stock have any preemptive or
other right to purchase, subscribe for or take any part, pro rata or otherwise,
of any securities, equity, debt or otherwise, or options, rights or warrants to
purchase any such securities issued or sold by this corporation, whether for
cash or for property, and whether or not hereafter authorized."
4. Articles Fifth and Sixth shall be hereinafter referred to as Articles
Sixth and Seventh.
5. The amendments were authorized in the following manner: by unanimous
written consent of all of the Shareholders and Board of Directors.
IN WITNESS WHEREOF, we have signed this certificate on the 30 day of
April, 1987 and we affirm the statements contained therein as true under
penalties of perjury.
/s/ H. ROBERT JOCHEM
--------------------------------
H. Robert Jochem, Vice President
/s/ MICHAEL L. SKLAR
--------------------------------
Michael L. Sklar, Assistant
Secretary
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF
NYCON HOLDING CO., INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
[Stamp of
State of New York
Department of State]
COUNSEL: Patricia A. Stanis
Lurie, Sklar & Simon, Ltd.
180 North Michigan Avenue
Suite 200
Chicago, Illinois 60602
THE CERTIFICATE OF INCORPORATION
OF
NYCON HOLDING CO., INC.
UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW
[STAMP OF
STATE OF NEW YORK
DEPARTMENT OF STATE]
COUNSEL: Patricia A. Stanis
Fohrman, Lurie, Sklar & Simon, Ltd.
180 North Michigan Avenue
Suite 2000
Chicago, Illinois 60601
CERTIFICATE OF INCORPORATION
OF
NYCON HOLDING CO., INC.
UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW
I, THE UNDERSIGNED, being over eighteen years of age, for the purpose of
forming a corporation pursuant to Section 402 of the Business Corporation Law of
New York, do hereby certify:
FIRST: The name of the corporation is:
NYCON HOLDING CO., INC.
SECOND: The purposes for which it is formed are: to own and operate
health club facilities; to own securities of corporations owning and operating
health club facilities in the State of New York; and to do any and all acts
incidental thereto permitted under Section 202 of the Business Corporation Law.
THIRD: The office of the corporation is to be located in the City of
New York, County of New York, State of New York.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is One Thousand (1,000) of the par value of One Dollar
($1.00) each.
FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address to which the Secretary
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of State shall mail a copy of any process against the corporation served upon
him is: c/o C T Corporation System, 1633 Broadway, New York, New York 10019.
SIXTH: The name and address of the registered agent which is to be the
agent of the corporation upon whom process against it may be served, are C T
CORPORATION SYSTEM, 1633 Broadway, New York, New York 10019.
IN WITNESS WHEREOF, I have made and signed this certificate this 15th
day of November, A.D. 1982 and I affirm the statements contained therein as true
under penalties of perjury.
/s/ H. ROBERT JOCHEM
---------------------------------
H. Robert Jochem
Suite 2810
2029 Century Park East
Los Angeles, CA 90067
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