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Exhibit 3.3
PLAN AND AGREEMENT OF MERGER
between
BELDEN & BLAKE CORPORATION
and
THE CANTON OIL AND GAS CO
This Plan and Agreement of Merger dated as of December
14, 1973, by and between BELDEN & BLAKE CORPORATION, an Ohio corporation ("B &
B"), and THE CANTON OIL AND GAS CO., an Ohio corporation ("Canton"), which
corporations are hereinafter sometimes referred to as the "constituent
corporations,"
WITNESSETH, THAT:
WHEREAS, the respective Boards of Directors of said
corporations have deemed it advisable for the mutual benefit of said
corporations and their respective shareholders that Canton be merged into B & B
upon the terms and conditions hereinafter set forth; and
WHEREAS, the respective Boards of Directors of each of
said corporations have approved this Plan and Agreement of Merger; and
WHEREAS, the authorized number of shares of Canton is
2,500 Common shares, without par value, of which 1,575 shares have been issued
and are outstanding; and
WHEREAS, the authorized number of shares of B & B is
100,000 Common shares, without par value, of which 34,717 shares have been
issued and are outstanding (including 88 shares owned by Canton) and 15,270
shares are held in its treasury.
NOW, THEREFORE, in consideration of the mutual
agreements herein contained and in accordance with the laws of the State of
Ohio, Canton and B & B have agreed and do hereby agree that Canton shall be
merged into B & B, the surviving corporation (hereinafter called the
"Corporation"), which shall continue to exist under and be governed by the laws
of the State of Ohio, and that the terms and conditions of such merger shall be
as follows:
ARTICLE I
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The name of the Corporation shall be Belden & Blake
Corporation .
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ARTICLE II
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The place in the State of Ohio where the principal
office of the Corporation is to be located is the City of Canton in Stark
County.
ARTICLE III
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The purpose or purposes for which the Corporation is
formed are:
(1) To explore for, produce, mine, drill for, refine,
process, recycle, liquefy, synthesize, purchase or
otherwise acquire and to store, transport, buy, sell, exchange,
distribute or otherwise dispose of and deal in petroleum, petroleum
bearing shale, coal, benzol, natural gas, natural gas gasoline,
petroleum distillate and all other hydrocarbons (solid, liquid or
gaseous), and other minerals and the products or by-products of any
and all the above enumerated products.
(2) To locate, purchase, lease or otherwise acquire, own and
hold lands, mines, wells, mineral claims and rights,
easements, and leaseholds or any interest therein, to mine, drill
wells on, develop and operate said properties and to sell, lease,
mortgage, exchange, grant interests in or otherwise dispose of the
same.
(3) To construct, purchase or otherwise acquire, own, hold,
lease, operate and to mortgage, sell, lease or otherwise
dispose of pipe lines, conveyors, tank cars, trucks and other
vehicles, tankers, ships, barges and other vessels, terminals, tank
farms, tanks and the lands, rights of way, easements, equipment and
other property required therefor.
(4) To construct, purchase or otherwise acquire, own, lease,
hold, operate and mortgage, sell, lease or otherwise
dispose of refineries, factories, warehouses, laboratories,
recycling plants, treating plants, natural gas gasoline plants,
plants for the conversion of solid or gaseous hydrocarbons into liquid
fuels, distillate recovery plants, plants for the extraction of
petroleum from shale, and such other plants, machinery and equipment
as may be necessary or convenient for effecting any of the purposes in
this Article III set forth, together with the lands, leaseholds,
easements, rights of way and other property required therefor.
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(5) To have one or more offices, to carry on all or any of
its operations and business and without restriction or
limit as to amount to purchase or otherwise acquire, lease, hold, own,
mortgage, sell, convey, lease or otherwise dispose of real and
personal property of every class and description in any of the States,
Districts, Territories, or Possessions of the United States, and in
any and all foreign countries, subject to the laws of such State,
District, Territory, Possession, or Country.
(6) In addition to the acts and things herein set forth, to
engage in any lawful act or activity for which
corporations may be formed under Sections 1701.01 to 1701.98,
inclusive, of the Ohio Revised Code.
The foregoing paragraphs of this Article III shall be
construed as expressing independent purposes and powers, which shall not, except
as otherwise expressly provided, be limited by reference to or inference from
the provisions of any other paragraph; and it is hereby expressly provided that
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the powers of said corporation and are in furtherance of
and in addition to and not in limitation of the general powers conferred upon
the corporation by the Ohio General Corporation law.
ARTICLE IV
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The number of shares which the Corporation is
authorized to have outstanding is One Hundred Thousand (100,000) shares, all of
which shall be common shares without par value.
ARTICLE V
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The names of the directors of the Corporation, who shall
hold office from the time the merger herein provided becomes effective until
their respective successors are elected and shall have duly qualified, shall be
as follows:
Henry S. Belden, III Dan M. Belden
Glenn A. Blake Richard H. Davis
R. H. Bennett Martin P. Thompson
William H. Belden
ARTICLE VI
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The Regulations of B & B in effect immediately prior to
the timethe merger becomes effective shall be the Regulations
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of the Corporation, subject, however, to alteration, change or amendment in the
manner therein provided.
ARTICLE VII
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Glenn A. Blake, whose address is 702 Tuscarawas Street,
West, Canton, Ohio, 44702, is hereby appointed statutory agent upon whom any
process, notice or demand required or permitted by statute to be served upon
either constituent corporation or upon the Corporation in the State of Ohio may
be served.
ARTICLE VIII
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The mode of carrying the merger into effect, and the
manner and basis of converting the shares of the constituent corporations into
shares of the Corporation shall be as follows:
(a) Each common share, without par value, of B & B
which shall be outstanding (except the shares owned
by Canton) or held in the treasury of B & B at the time the
merger becomes effective shall continue to be one (1) common
share, without par value, of the Corporation.
(b) Each common share, without par value, of
Canton which shall be outstanding immediately prior
to the effective date of the merger shall, on the effective date
of the merger, without any action on the part of the holder
thereof) be converted into fifteen (15) common shares, without
par value, of the Corporation.
(c) Each common share, without par value, of B & B
which is owned by Canton immediately prior to the
effective date of the merger shall be cancelled at the time the
merger becomes effective.
(d) After the merger becomes effective, each
holder of a certificate theretofore representing
common shares of Canton shall be entitled, upon surrender of same
to the Corporation, to receive in exchange therefor certificates
representing the number of common shares of the Corporation into
which the shares represented by the certificates sosurrendered
have been changed in accordance with the provisions hereof. Until
so surrendered, each such certificate shall be deemed for all
purposes, other than the payment of dividends, to evidence the
ownership of such number of common shares of the Corporation into
which such shares of Canton have been converted as herein
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provided. Unless and until any such outstanding certificate for
common shares of Canton shall be so surrendered, no dividend
payable on common shares of the Corporation shall be paid to the
holder of any such outstanding certificate, but upon surrender
thereof, such unpaid dividends shall be paid to the record holder
of the newly issued certificate for such common shares of the
Corporation, but without interest.
ARTICLE IX
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At the time the merger becomes effective, the
Corporation shall thereupon and thereafter possess all the rights, privileges,
immunities, powers, franchises and authority of each of the constituent
corporations; all property of every description, and every interest therein, and
all obligations of or belonging to or due to each of the constituent
corporations shall thereafter be taken and deemed to be transferred to and
vested in the Corporation without further act or deed; title to any real estate,
or any interest therein, vested in either of the constituent corporations shall
not revert or in any way be impaired by reason of this merger, all rights of
creditors of each constituent corporation shall be preserved unimpaired, and all
liens upon the property of each of the constituent corporations shall be
preserved unimpaired, limited in lien to the property affected by such liens,
immediately prior to the time the merger becomes effective; and the
Corporation shall thenceforth be liable for all obligations of each of the
constituent corporations.
From time to time as and when requested by the
Corporation, or by its successors or assigns, Canton will execute and deliver
such deeds and other instruments and will take or cause to be taken such further
or other action as shall be necessary in order to vest or perfect in or to
confirm of record or otherwise to the Corporation title to, and possession of,
all the property, interests, assets, rights, privileges, immunities, powers,
franchises and authority of Canton, and otherwise to carry out the purposes
hereof.
ARTICLE X
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The merger herein provided shall become effective upon
the last to occur of the following events: (1) the filing of this Plan and
Agreement of Merger, executed, approved, adopted and certified in accordance
with the laws of the State of Ohio in the office of the Secretary of State of
Ohio, or (2) the close of business on December 31, 1973, said event being
hereinabove referred to as the "effective date of the merger" or "the time the
merger becomes effective."
ARTICLE XI
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This Plan and Agreement of Merger may be terminated
and the merger abandoned at any time prior to the effective date
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of the merger (whether before or after approval hereof by the stockholders of
the constituent corporations or either of them) by the Board of Directors of
either constituent corporation for any reason.
ARTICLE XII
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For the convenience of the parties and to facilitate
the filing and recording of this Plan and Agreement of Merger, any number of
counterparts may be executed, and each such executed counterpart shall be deemed
an original, but such counterparts together shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, each of the constitutent
corporations has caused this Plan and Agreement of Merger to be executed by its
officers thereunto duly authorized as of the date first above written.
BELDEN & BLAKE CORPORATION THE CANTON OIL AND GAS CO.,
By: /s/ Glenn A. Blake By: /s/ Henry S. Belden, III
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President President
By: /s/ R. H. Bennett By: /s/ Dan M. Belden
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Secretary Secretary
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CERTIFICATE AS TO MANNER OF ADOPTION
By
THE CANTON OIL AND GAS CO
We, the undersigned, as President and Secretary,
respectively, of THE CANTON OIL AND GAS CO, an Ohio corporation, do hereby
certify that in accordance with Section 1701.78 of the Ohio Revised Code the
foregoing Plan and Agreement of Merger was approved by the directors of said
Corporation by written instrument in accordance with Section 1701.54 of the Ohio
Revised Code; and that thereafter at a meeting of the shareholders of said
Corporation duly called and held on December 27, 1973, at which meeting a quorum
of such shareholders was present in person or by proxy, the foregoing Plan and
Agreement of Merger was adopted by the affirmative vote of the holders of shares
entitling them to exercise at least two-thirds of the voting power of said
Corporation.
IN WITNESS WHEREOF, the undersigned, acting for and on
behalf of said Corporation, have hereunto set their hands, this 27 day of
December, 1973.
By: /s/ Henry S. Belden, III
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Henry S. Belden, III,
President
By: /s/ Dan M. Belden
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Dan M. Belden,
Secretary
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CERTIFICATE AS TO MANNER OF ADOPTION
By
BELDEN & BLAKE CORPORATION
We, the undersigned, as President and Secretary,
respectively, of BELDEN & BLAKE CORPORATION, an Ohio corporation, do hereby
certify that in accordance with Section 1701.78 of the Ohio Revised Code the
foregoing Plan and Agreement of Merger was approved by the directors of said
Corporation by written instrument in accordance with Section 1701.54 of the
Ohio Revised Code; and that thereafter at a meeting of the shareholders of said
Corporation duly called and held on December 27, 1973, at which meeting a
quorum of such shareholders was present in person or by proxy, the foregoing
Plan and Agreement of Merger was adopted by the affirmative vote of the
holders of shares entitling them to exercise at least two-thirds of the voting
power of said Corporation.
IN WITNESS WHEREOF, the undersigned, acting for and on
behalf of said Corporation, have hereunto set their hands, this 27th day of
December, 1973.
By: /s/ Glenn A. Blake
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Glenn A. Blake,
President
By: /s/ R. H. Bennett
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R. H. Bennett,
Secretary