Exhibit 4.17
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
DATE RECEIVED (FOR BUREAU USE ONLY)
JUN 28, 1995
FILED
JUN 28 1995
NAME Administrator
Mark A. Densmore MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
ADDRESS
500 Woodward Avenue - Suite 4000 EFFECTIVE DATE: _______________
CITY STATE ZIP CODE
Detroit MI 48226-3406
Document will be returned to the name and address you enter above.
307-308
ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:
ARTICLE I
The name of the corporation is: MDAS Acquisition Co.
ARTICLE II
The purpose or purposes for which the corporation is formed is to engage in any
activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.
ARTICLE III
The total authorized shares:
1. Common Shares 60,000
Preferred Shares -0-
2. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
GOLD SEAL APPEARS ONLY ON ORIGINAL
ARTICLE IV
1. The address of the registered office is:
500 Woodward Avenue - Suite 4000 Detroit, Michigan 48226-3406
(STREET ADDRESS) (CITY) (ZIP CODE)
2. The mailing address of the registered office if different than above:
________________________________ _______, Michigan __________
(P.O. BOX) (CITY) (ZIP CODE)
3. The name of the resident agent at the registered office is: Mark A.
Densmore
ARTICLE V
The name(s) and address(es) of the incorporator(s) is (are) as follows:
NAME RESIDENCE OR BUSINESS ADDRESS
- ---- -----------------------------
Mark A. Densmore 500 Woodward Ave. - Suite 4000, Detroit, MI 48226
- --------------------------------------------------------------------
- --------------------------------------------------------------------
- --------------------------------------------------------------------
- --------------------------------------------------------------------
ARTICLE VI (OPTIONAL. DELETE IF NOT APPLICABLE)
When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors, or on
all the shareholders or class of shareholders and also on this corporation.
ARTICLE VII (OPTIONAL. DELETE IT NOT APPLICABLE)
Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice,
and without a vote, if consents in writing, setting forth the action so taken,
are signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery shall
be to the corporation's registered office, its principal place of business, or
an officer or agent of the corporation having custody of the minutes of the
proceedings of its shareholders. Delivery made to a corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who have not
consented in writing.
GOLD SEAL APPEARS ONLY ON ORIGINAL
Use space below for additional Articles or for continuation of previous
Articles. Please identify any Article being continued or added. Attach
additional pages if needed.
ARTICLE VIII
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) for a violation of Section 551(l) of the Michigan
Business Corporation Act, or (iv) for any transaction from which the director
derived any improper personal benefit. If the Michigan Business Corporation Act
is amended after the date of these Articles of Incorporation to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Michigan Business
Corporation Act, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
I (We), the incorporator(s) sign my (our) name(s) this 20th day of June, 1995.
/s/ Mark A. Densmore
- ------------------------------------- ----------------------------------------
- ------------------------------------- ----------------------------------------
- ------------------------------------- ----------------------------------------
- ------------------------------------- ----------------------------------------
- ------------------------------------- ----------------------------------------
GOLD SEAL APPEARS ONLY ON ORIGINAL
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
DATE RECEIVED (FOR BUREAU USE ONLY)
OCT 02 1995
FILED
OCT 02 1995
NAME
Mark A. Densmore, Esq. Administrator
MICHIGAN DEPARTMENT OF COMMERCE
ADDRESS Corporation & Securities Bureau
500 Woodward Avenue, Suite 4000
EFFECTIVE DATE: _______________
CITY STATE ZIP CODE
Detroit MI 48226
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE.
CERTIFICATE OF MERGER
FOR USE BY PARENT AND SUBSIDIARY PROFIT CORPORATIONS
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Certificate:
1. a. The name of each constituent corporation and its identification number is:
MDAS Acquisition Co. 307-308
Murray's Discount Auto Stores, Inc. 031-529
b. The name of the surviving corporation and its identification number is:
MDAS Acquisition Co. 307-308
c. For each subsidiary corporation, state:
Number of outstanding Number of shares owned by the
Name of corporation shares in each class parent corporation in each class
- ---------------------- --------------------- --------------------------------
Murray's Discount Auto 75,000 Common Shares
Stores, Inc. $10.00 par value 75,000
- ---------------------- --------------------- --------------------------------
- ---------------------- --------------------- --------------------------------
- ---------------------- --------------------- --------------------------------
- ---------------------- --------------------- --------------------------------
GOLD SEAL APPEARS ONLY ON ORIGINAL
d. The manner and basis of converting the shares of each constituent
corporation is as follows:
See Attached
e. The amendments to the Articles of Incorporation of the surviving
corporation to be effected by the merger are as follows:
Article I of the Articles of Incorporation is hereby amended to read as
follows: "The name of the corporation is 'Murray's Discount Auto Stores,
Inc.'"
f. Other provisions with respect to the merger are as follows:
GOLD SEAL APPEARS ONLY ON ORIGINAL
2. (Complete for any foreign corporation only)
This merger is permitted by the laws of the State of ___________________,
the jurisdiction under which _______________________________________ is
(name of foreign corporation)
formed and the plan of merger was adopted and approved by such corporation
pursuant to and in accordance with the laws of that jurisdiction.
4. (Delete if not applicable)
The consent to the merger by the shareholders of the parent corporation was
obtained. (Such consent is necessary if its Articles of incorporation
require shareholder approval of the merger, the plan of merger amends its
Articles of Incorporation, or a subsidiary is to be the surviving
corporation.)
5. (Complete only if an effective date is desired other than the date of
filing)
The merger shall be effective on the ___ day of ____________, 19__________.
Signed this 2nd day of October, 1995
MDAS Acquisition Co.
(Name of parent corporation)
By /s/ Mark J. Schwartz
-------------------------------------
(Only signature of President,
Vice-President, Chairperson, or
Vice-Chairperson)
Mark J. Schwartz - President
(Type or Print Name and Title)
GOLD SEAL APPEARS ONLY ON ORIGINAL
PLAN OF MERGER
PLAN OF MERGER dated as of the 2nd day of October, 1995 of Murray's
Discount Auto Stores, Inc., a Michigan corporation ("Subsidiary") with and into
MDAS Acquisition Co., a Michigan corporation ("Parent"). Subsidiary and Parent
are hereinafter sometimes called the "Constituent Corporations" and Parent is
hereinafter sometimes called the "Surviving Corporation".
Parent is a corporation duly organized and existing under the laws of the
State of Michigan, having an authorized capital stock consisting of 60,000
shares of Common Stock, without par value (the "Parent Common Stock"). As of the
date hereof, 1,000 shares of Parent Common Stock were issued and outstanding.
Subsidiary is a corporation duly organized and existing under the laws of
the State of Michigan having an authorized capital stock consisting of 150,000
shares of Common Stock, $10.00 par value (the "Subsidiary Common Stock"). As of
the date hereof, 75,000 shares of Subsidiary Common Stock were issued and
outstanding.
Parent owns all of the outstanding shares of Subsidiary Common Stock.
The directors of Parent deem it advisable for the welfare and best
interests of the Constituent Corporations and for the best interests of the
respective shareholders of the Constituent Corporations that Subsidiary be
merged with and into Parent on the terms and conditions hereinafter set forth in
accordance with the provisions of Section 711 of the Michigan Business
Corporation Act (the "Michigan Act") which permit such merger (the "Merger").
ARTICLE I
The Merger
Section 1.1 Merger of Subsidiary into Parent. At the Effective Time of the
Merger (as defined in Section l.2 hereof), Subsidiary shall be merged with and
into Parent. As a result of the Merger, the separate corporate existence of
Subsidiary shall cease, and Parent shall continue as the Surviving Corporation,
and shall continue to be governed by the laws of the State of Michigan.
Section 1.2 Effective Time of the Merger. The Merger shall become effective
upon the filing of a Certificate of Merger with the Department of Commerce,
Corporation and Securities Bureau, Corporate Division of the State of Michigan
in accordance with the Michigan Act. The date and time of such effectiveness are
referred to herein as the "Effective Time of the Merger."
GOLD SEAL APPEARS ONLY ON ORIGINAL
Section 1.3 Effects of the Merger. At the Effective Time of the Merger:
(i) the separate existence of Subsidiary shall cease and Subsidiary
shall be merged with and into Parent, which shall be the Surviving Corporation;
(ii) the Articles of Incorporation of Parent as in effect immediately
prior to the Effective Time of the Merger shall continue in full force and
effect as the Articles of Incorporation of the Surviving Corporation until they
shall thereafter be amended in accordance with their terms and as provided by
law; provided, however, that, at the Effective time, Article I of the Articles
of Incorporation of the Surviving Corporation shall be amended to read as
follows: "The name of the corporation is 'Murray's Discount Auto Stores, Inc.'";
(iii) the By-Laws of Parent as in effect immediately prior to the
Effective Time of the Merger shall continue in full force and effect and be the
By-Laws of the Surviving Corporation until they shall thereafter be amended in
accordance with their terms and as provided by law;
(iv) the directors of Parent in office at the Effective Time of the
Merger shall be the directors of the Surviving Corporation, each of such
directors to hold office, subject to the applicable provisions of the By-Laws of
the Surviving Corporation and the Michigan Act, until his or her successor shall
be elected and shall duly qualify;
(v) the officers of Parent in office at the Effective Time of the
Merger shall be the officers of the Surviving Corporation, each of such officers
to hold office, subject to the applicable provisions of the By-Laws of the
Surviving Corporation and the Michigan Act, at the pleasure of the Board of
Directors and until his or her successor is appointed or elected and shall duly
qualify;
(vi) the Surviving Corporation shall possess all the rights,
privileges, immunities, and franchises, of a public as well as of a private
nature, of each of the Constituent Corporations; and all property, real,
personal, and mixed, and all debts due on whatever account, and all other choses
in action, and all and every other interest, of or belonging to or due to each
of the Constituent Corporations, shall be taken and deemed to be transferred to
and vested in the Surviving Corporation without further act or deed; and
(vii) the Surviving Corporation shall thenceforth be responsible and
liable for all liabilities and obligations of each of the Constituent
Corporations, and any claim existing or action or proceeding pending by or
against either of the Constituent Corporations may be prosecuted as if such
Merger had not taken place or the Surviving Corporation may be substituted in
its place. Neither the rights of creditors nor liens upon the property of either
of the Constituent Corporations shall be impaired by the Merger.
GOLD SEAL APPEARS ONLY ON ORIGINAL
2
ARTICLE II
Effect of Merger on Common Stock
of the Constituent Corporations
Section 2.1 Subsidiary Common Stock. At the Effective Time of the Merger
each share of Subsidiary Common Stock, all of which shares are owned by Parent,
shall be cancelled and no consideration shall be issuable with respect thereto.
Section 2.2 Parent Common Stock. At the Effective Time of the Merger each
share of Parent Common Stock which is issued and outstanding immediately prior
to the Effective Time of the Merger shall continue to be outstanding without any
change therein.
GOLD SEAL APPEARS ONLY ON ORIGINAL
3
ARTICLE III
General
Section 3.1 Termination. This Plan of Merger and the transactions
contemplated hereby may be terminated at any time by the Board of Directors of
Parent before the Effective Time of the Merger.
Section 3.2 Governing Law. This Plan of Merger shall be governed by and
construed in accordance with the laws of the State of Michigan.
MDAS ACQUISITION CO. MURRAY'S DISCOUNT
AUTO STORES, INC.
By: /s/ Mark J. Schwartz By: /s/ Scott R Isdaner
--------------------------------- ------------------------------------
Mark J. Schwartz Scott R Isdaner
Its: President Its: C.E.O.
GOLD SEAL APPEARS ONLY ON ORIGINAL
4
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE ONLY)
Sep 06 1996
AJUSTED TO AGREE FILED
WITH BUREAU RECORDS Sep - 6 1996
ADMINISTRATOR
MI DEPARTMENT OF CONSUMER & INDUSTRY
SERVICES CORPORATION, SECURITIES & LAND
DEVELOPMENT BUREAU
EFFECTIVE DATE: ____________________________
Name Jeanette H. Russow
Honigman Miller Schwartz and Cohn
Address 2290 First National Building
City State Zip Code
Detroit MI 48226
Document will be returned to the name and address you enter above
CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
For use by Domestic and Foreign Corporations and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23,
Public Acts of 1993 (limited liability companies), the undersigned corporation
or limited liability company executes the following Certificate:
1. The name of the corporation or limited liability company is: Murray's
Discount Auto Stores, Inc.
___________________________________________________________________________
2. The identification number assigned by the Bureau is: 307 - 308
3. a. The name of the resident agent on file with the Bureau is: Michael Klein
b. The location of its registered office is:
808 Haggerty Rd. Belleville, Michigan 48111
(Steet Address) (City) (Zip Code)
c. The mailing address of the above registered office on file with the
Bureau is:
________________________________________________, Michigan _____________
(P.O. Box) (City) (Zip Code)
ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD
4. a. The name of the resident agent is: Samuel T. Stahl
b. The address of the registered office is:
2290 First National Building, Detroit, Michigan 48226
(Street Address) (City) (Zip Code)
c. The mailing address of the registered office IF DIFFERENT THAN 4B is:
________________________________________________, Michigan _____________
(P.O. Box) (City) (Zip Code)
5. The above changes were authorised by resolution duly adopted by: 1. ALL
CORPORATIONS: its board of directors; 2. PROFIT CORPORATIONS ONLY: the
resident agent if only the address of the registered office is changed, in
which case a copy of this statement has been mailed to the coporation: 3.
LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a
majority of the members pursuant to section 502(1), managers pursuant to
section 405, or the resident agent if only the address of the registered
office is changed. The corporation or limited liability company further
states that the address of its registered office and the address of its
resident agent as changed, are identical.
Date Signed: June 19, 1996 Signed by: /s/ Thomas R. Schuck
-------------------------------------
(Signature)
Thomas R. Schuck, Vice President/ Administration
(Type or Print Name) (Type or Print Title)
GOLD SEAL APPEARS ONLY ON ORIGINAL