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Exhibit 3.49
FORM B
BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO
READ CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF
(THESE ARTICLES MUST BE FILED IN DUPLICATE)
STATE OF ILLINOIS, )
) ss.
COOK COUNTY )
TO PAUL POWELL, Secretary of State
The undersigned,
<Table>
<Caption>
Address
Name Number Street City State
- --------------------------------------------------------------------------------
Stephen M. Neumer 208 S. LaSalle Street, Chicago, Illinois
- --------------------------------------------------------------------------------
E. Leonard Rubin 919 N. Michigan, Chicago, Illinois
- --------------------------------------------------------------------------------
Louis M. Gibson 919 N. Michigan, Chicago, Illinois
- --------------------------------------------------------------------------------
</Table>
being one or more natural persons of the age of twenty-one years or more or a
corporation, and having subscribed to shares of the corporation to be organized
pursuant hereto, for the purpose of forming a corporation under "The Business
Corporation Act" of the State of Illinois, do herby adopt the following Articles
of Incorporation:
ARTICLE ONE
The name of the corporation hereby incorporated is: PLAYBOY PREFERRED, INC.
ARTICLE TWO
The ADDRESS of its initial registered office in the State of Illinois is:
____________ in the City of Chicago (60611) County of Cook and the NAME of its
initial Registered Agent at SAID ADDRESS is William H. Klein
ARTICLE THREE
The duration of the corporation is: PERPETUAL
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ARTICLE FOUR
The purpose or purposes for which the corporation is organized are:
To enter into, make and perform contracts, of every kind and description
with any person, firm, association, corporation or governmental agency.
To purchase, or otherwise acquire, invest in, own, sell, assign, transfer
or otherwise dispose of, trade, deal in and deal with goods, wares and personal
property of every class and description as merchants, wholesale and retail,
consignees, assignees, importers and exporters.
To act as Brokers for various insurance companies and other insurers,
selling to diverse persons, firms, or corporations, insurance and insurance
policies of any kind and character issued by any such insurance company or other
insurer.
To purchase or otherwise acquire, hold, own, mortgage, sell, convey or
otherwise dispose of, real property of every class and description in any of the
States, Districts or Territories of the United States, and in any and all
foreign countries.
In general, to carry on any other business in connection with the foregoing
and to have and exercise all the powers conferred by the Laws of Illinois upon
corporations formed under the Illinois Business Corporation Act, and to do any
or all of the things hereinbefore set forth to the same extent as natural
persons might or could do.
ARTICLE FIVE
PARAGRAPH 1: The aggregate number of shares which the corporation is authorized
to issue is 100, divided into No classes. The designation of each class, the
number of shares of each class, and the par value, if any, of the shares of each
class, or a statement that the shares of any class are without par value, are as
follows:
<Table>
<Caption>
Class Series Number of Par value per share or statement that shares are
(If any) Shares without par value
Common None 100 $100
</Table>
2
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PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:
ARTICLE SIX
The class and number of shares which the corporation proposes to issue
without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:
<Table>
<Caption>
Class of shares Number of shares Total consideration to be
received therefor:
Common 10 $ 1,000.00
$
</Table>
ARTICLE SEVEN
The corporation will not commence business until at least one thousand
dollars has been received as consideration for the issuance of shares.
ARTICLE EIGHT
The number of directors to be elected at the first meeting of the
shareholders is: THREE
ARTICLE NINE
Paragraph 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $___________
Paragraph 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $___________
Paragraph 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $_______
Paragraph 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $_______________
NOTE: If all the property of the corporation is to be located in this State
and all of its business is to be transacted at or from places of business in
this State, or if the incorporators elect to pay the initial franchise tax on
the basis of its entire
3
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stated capital and paid-in surplus, then the information called for in Article
Nine need not be stated.
The incorporators hereby elect to pay Franchise Tax on the basis of its entire
stated capital and paid-in surplus.
/s/ Stephen M. Neumer
-------------------------
/s/ E. Leonard Rubin
-------------------------
/s/ Louis M. Gibson
-------------------------
------------------------- } Incorporators
-------------------------
-------------------------
-------------------------
NOTE: There may be one or more incorporators. Each incorporator shall be
either a corporation, domestic or foreign, or a natural person of the age of
twenty-one years or more. If a corporation acts as incorporator, the name of the
corporation and state of incorporation shall be shown and the execution must be
by its President or Vice-President and verified by him, and the corporate seal
shall be affixed and attested by its Secretary or an Assistant Secretary.
OATH AND ACKNOWLEDGMENT
STATE OF ILLINOIS )
)ss.
Cook County )
I, Jane Spradling, a Notary Public, do hereby certify that on the 8th day
of August, 1966. Stephen M. Neumer, E. Leonard Rubin & Louis M. Gibson
personally appeared before me and being first duly sworn by me acknowledged the
signing of the foregoing document in the respective capacities therein set forth
and declared that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
above written.
/s/ Jane Spradling
[SEAL] -------------------------
Notary Public
4
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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PLAYBOY PREFERRED, INC.
To PAUL POWELL,
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
PLAYBOY PREFERRED, INC.
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
(Article Four is amended by substituting the following for the third paragraph
thereof:)
To be a Broker or Agent to effectuate contracts for any or all of the
following types of insurance: Life, Accident & Health, Fire, Casualty,
Motor Vehicle.
ARTICLE THIRD: The number of shares of the corporation outstanding at the
time of the adoption of said amendment or amendments was ten (10); and the
number of shares of each class entitled to vote as a class on the adoption of
said amendment or amendments, and the designation of each such class were as
follows:
<Table>
<Caption>
CLASS NUMBER OF SHARES
</Table>
<Page>
ARTICLE FOURTH: The number of shares voted for said amendment or amendments
was ten (10); and the number of shares voted against said amendment or
amendments was -0-. The number of shares of each class entitled to vote as a
class voted for and against said amendment or amendments, respectively, was:
<Table>
<Caption>
CLASS NUMBER OF SHARES VOTED
FOR AGAINST
</Table>
Item 1. On the date of the adoption of this amendment, restating the articles of
incorporation, the corporation had _____ shares issued, itemized as follows:
<Table>
<Caption>
CLASS SERIES NUMBER OF PAR VALUE PER SHARE OR STATEMENT
(IF ANY) SHARES THAT SHARES ARE WITHOUT PAR VALUE
</Table>
Item 2. On the date of the adoption of this amendment restating the articles of
incorporation, the corporation had a stated capital of $__________ and a paid-in
surplus of $__________ or a total of $______________.
ARTICLE FIFTH: The manner in which the exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that class, provided for in,
or effected by, this amendment, is as follows:
ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or
amendments effect a change in the amount of stated capital or the amount of
paid-in surplus, or both, is as follows:
2
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Paragraph 2: The amounts of stated capital and of paid-in surplus as
changed by this amendment are as follows:
<Table>
<Caption>
BEFORE AMENDMENT AFTER AMENDMENT
Stated capital........... $ $
Paid-in surplus.......... $ $
</Table>
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its Vice President, and its corporate
seal to be hereto affixed, attested by its Secretary this 19th day of August,
1966.
PLAYBOY PREFERRED, INC.
/s/ Eldon Sellers
-----------------------------
Its Vice President
Place
(CORPORATE SEAL)
Here
/s/ R. J. Preuss
- ---------------------------
Its Secretary
STATE OF ILLINOIS, )
)ss.
COOK COUNTY )
I, E. Leonard Rubin, a Notary Public do hereby certify that on the 30th day
of August, 1966, Eldon Sellers personally appeared before me and being first
duly sworn by me acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
above written.
/s/ E. Leonard Rubin
-----------------------------
Notary Public
[SEAL]
3
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Form BCA-5.10 STATEMENT OF CHANGE
NFP-105.10 OF REGISTERED AGENT
AND/OR REGISTERED OFFICE File #D4682-393-1
- --------------------------------------------------------------------------------
FILED
JUN 13 1994
GEORGE H. RYAN
SECRETARY OF STATE
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1. CORPORATE NAME: Playboy Preferred, Inc.
2. STATE OF COUNTRY OF INCORPORATION: Illinois
- --------------------------------------------------------------------------------
3. Name and address of the registered agent and registered office as they
appear on the records of the office of the Secretary of State (BEFORE
CHANGE):
Registered Agent The Prentice-Hall Corporation System, Inc.
------------------------------------------------------------
FIRST NAME MIDDLE NAME LAST NAME
Registered Office33 North Lasalle St.
------------------------------------------------------------
NUMBER STREET SUITE NO. (A.P.O. BOX ALONE
IS NOT ACCEPTABLE)
Chicago, IL 60602 Cook
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CITY ZIP CODE COUNTY
4. Name and address of the registered agent and registered office shall be
(AFTER ALL CHANGES HEREIN REPORTED):
Registered Agent C T CORPORATION SYSTEM
------------------------------------------------------------
FIRST NAME MIDDLE NAME LAST NAME
Registered Office C/O C T Corporation System, 208 S. La Salle Street
------------------------------------------------------------
NUMBER STREET SUITE NO. (A.P.O. BOX ALONE
IS NOT ACCEPTABLE)
Chicago 60604 Cook
------------------------------------------------------------
CITY ZIP CODE COUNTY
5. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" ONE BOX ONLY)
a. /X/ By resolution duly adopted by the board of directors. (NOTE 5)
b. / / By action of the registered agent. (NOTE 6)
NOTE: When the registered agent changes, the signatures of both President and
Secretary are required.
7. (IF AUTHORIZED BY THE BOARD OF DIRECTORS, SIGN HERE. SEE NOTE 5)
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.
Dated MAY 20, 19, 94 PLAYBOY PREFERRED, INC.
attested by /s/ Irma Villarreal By /s/ Howard Shapiro
-------------------------------- ------------------------------
(SIGNATURE OF SECRETARY OR (SIGNATURE OF PRESIDENT OR
ASSISTANT SECRETARY) VICE PRESIDENT)
Irma Villarreal, Secretary Howard Shapiro, Vice President
-------------------------------- --------------------------------
(TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE)
(IF CHANGE OF REGISTERED OFFICE BY REGISTERED AGENT, SIGN HERE. SEE NOTE 6)
The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.
Dated _______________________________ 19,94__ --------------------------------
(SIGNATURE OF REGISTERED
AGENT OF RECORD)
(ILL. -581-5/14/91)