N. Y. S. DEPARTMENT OF STATE
DIVISION OF CORPORATIONS AND STATE RECORDS ALBANY, NY 12231-000
FILING RECEIPT
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ENTITY NAME : HOMETOWN AUTO RETAILERS, INC.
DOCUMENT TYPE : MERGER (UNA. BUSINESS) COUNTY:
PROCESS
SERVICE COMPANY : ALBANY CORPORATE RESEARCH LTD. SERVICE CODE: 41
CONSTITUENT NAME: DEALER-CO., INC.
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FILED: 09/11/1997 DURATION ********* CASH : 970911000580 FILM : 97091100054
ADDRESS FOR PROCESS EFFECT DATE
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C/O MORSE, ZELNICK, ROSE & LANDER, LLP 09/11/1997
ATTN: HOWARD L. MORSE, ESQ. 450 PARK AVENUE, SUITE 902
NEW YORK, NY 10022
[SEAL]
STATE OF NEW YORK
DEPARTMENT OF STATE
REGISTERED AGENT
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FILER FEES 95.00 PAYMENTS 95.
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MORSE ZELNICK ROSE & LANDER LLP FILING : 60.00 CASH : 0.
450 PARK AVENUE TAX : 0.00 CHECK : 0.
CERT : 0.00 BILLED: 95.
NEW YORK, NY 10022 COPIES : 10.00
HANDLING: 25.00
REFUND: 0.0
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OS-1025 (11/89)
State of New York )
) ss:
Department of State )
I hereby certify that the annexed copy has been compared with the original
document in the custody of the Secretary of State and that the same is a true
copy of said original.
Witness my hand and seal of the Department of State on SEP 15 1997
[SEAL]
STATE OF NEW YORK /s/ [ILLEGIBLE]
DEPARTMENT OF STATE
Special Deputy Secretary of State
PR-30.31 (7/96)
New York State of Department of Taxation and Finance - Corporation Tax
Albany NY 12227
To: Secretary of State Date: 9/10/97
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Name of Corporation
DEALER-CO., INC. ID# TF-1262352 AA4
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Pursuant to provisions of section 907 of the Business Corporation Law, the
Commissioner of Taxation and Finance hereby consents to the Merger of the above
named corporation, into HOMETOWN AUTO RETAILERS, INC. (DE) - If filed on or
before 12/10/97.
Certificate and fee are attached.
Filed by: NCR Director, Processing Division
By /s/ Frances Bolligier
White-Department of State Yellow-Department of State Pink-Taxpayer
CERTIFICATE OF MERGER
of
DEALER - CO., INC.
(a New York corporation)
and
HOMETOWN AUTO RETAILERS, INC.
(a Delaware corporation)
into
HOMETOWN AUTO RETAILERS, INC.
(Pursuant to Section 907 of the Business Corporation Law)
It is hereby certified, upon behalf of each of the constituent
corporations herein named, as follows:
FIRST: The Board of Directors of each of the constituent corporations has
duly adopted a plan merger setting forth the terms and condition of the merger
of said corporations.
SECOND: the name of the foreign constituent corporation, which is to be
the surviving corporation, and which is hereinafter sometimes referred to as the
"surviving constituent corporation", is Hometown Auto Retailers, Inc.
The jurisdiction of its incorporation is Delaware; and the date of its
incorporation therein is June 5, 1997.
No Application for Authority in the State of New York of the surviving
constituent corporation to transact business as a foreign corporation therein
was filed by the Department of State of the State of New York; and it is not to
do business in the State of New York until the Application for Authority shall
have been filed by the Department of State of the State of New York.
THIRD: The name of the domestic constituent corporation, which is being
merged into the surviving constituent corporation, and which is hereinafter
sometimes referred to as the "merged constituent corporation" is Dealer-Co.,
Inc. The date upon which its certificate of incorporation was filed by the
Department of State is March 10, 1997.
FOURTH: As to each constituent corporation, the plan of merger sets forth
the designation and number of outstanding shares of each class and series, the
specification of the
classes and series entitled to vote on the plan of merger, and the specification
of each class and series entitled to vote as a class on the plan of merger, as
follows:
Hometown Auto Retailers, Inc.
Designation of Number of Classes and
each outstanding Outstanding Designation of series entitled
class and series shares of each class and series to vote as a
of shares class entitled to vote class
Common 10 Common None
Dealer-Co. Inc.
Designation of Number of Classes and
each outstanding Outstanding Designation of series entitled
class and series shares of each class and series to vote as a
of shares class entitled to vote class
Common 20 Common None
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FIFTH: The merger herein certified was authorized in respect of the merged
constituent corporation by the written consent of the holders of all outstanding
shares of the corporation entitled to vote on the plan of merger.
SIXTH: The merger herein certified is permitted by the laws of the
jurisdiction of incorporation of the surviving constituent corporation and is in
compliance with said laws.
SEVENTH: The surviving constituent corporation agrees that it may be
served with process in the State of New York in any action or special proceeding
for the enforcement of any liability of obligation of the merged constituent
corporation, for the enforcement of any liability or obligation of the surviving
constituent corporation for which the surviving constituent corporation was
previously amenable to suit in the State of New York, and for the enforcement,
as provided in the Business Corporation Law of the State of New York, of the
right of shareholders of the merged constituent corporation to receive payment
for their shares against the surviving constituent corporation.
2
EIGHTH: The surviving constituent corporation agrees that, subject to the
provisions of section 623 of the Business Corporation Law of the State of New
York, it will promptly pay to the shareholders of the merged constituent
corporation the amount, if any, to which they shall be entitled under the
provisions of the Business Corporation Law of the State of New York relating to
the rights of shareholders to receive payment for their shares.
NINTH: The surviving constituent Corporation hereby designates the
Secretary of State of the State of New York as its agent upon whom process
against it may be served in the manner set forth in paragraph (b) of section 306
of the Business Corporation Law of the State of New York in any action or
special proceeding. The post office address within the State of New York to
which the said Secretary of Sate shall mail a copy of any process against the
surviving corporation served upon him is:
c/o Morse Zelnick Rose & Lander, LLP.
450 Park Avenue, Suite 902
New York, NY 10022
Attn: Howard L. Morse, Esq.
IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
Executed on this day, June 24, 1997
/s/ Matthew Visconti
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Matthew Visconti
President of Dealer-Co., Inc.
and
(signatures continued)
/s/ Howard L. Morse
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Howard L. Morse
Secretary of Dealer-Co., Inc.
and
3
/s/ Matthew Visconti
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Matthew Visconti
President of Hometown Auto Retailers, Inc.
and
/s/ Howard L. Morse
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Howard L. Morse
Secretary of Hometown Auto Retailers, Inc.