EXHIBIT 3.12
ARTICLES OF INCORPORATION
or
JAZZ ENTERPRISES INC.
The undersigned acting pursuant to the Business Corporation Law of
Louisiana, adopts the following Articles of Incorporation.
ARTICLE I
The name of the corporation is Jazz Enterprises, Inc.
ARTICLE II
The purpose of the corporation is to engage in any lawful activity for
which corporations may be formed under the Business Corporation Law of
Louisiana.
ARTICLE III
The aggregate number of shares of capital stock which this corporation
is authorized to issue is one hundred thousand (100,000) common shares without
par value.
ARTICLE IV
The name and address of the incorporator is:
Paula C. Bradley
4939 Jamestown Avenue Suite 2018
Baton Rouge, LA 70808
THUS DONE AND SIGNED this 10th, day of June 1992.
/S/ Paula C. Bradley
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Paula Bradley
Incorporator
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned authority, personally came and Appeared:
PAULA C. BRADLEY
to me known to be the person who signed the foregoing Articles of
Incorporation of Jazz Enterprises, Inc. as incorporator, and who being duly
sworn, did acknowledge and declare, that he signed said instrument as his free
act and deed for the purposes mentioned therein.
IN WITNESS WHEREOF, the said appearer, witnesses and I have hereunto
affixed our hands on this 10th day of June, 1992, at Baton Rouge, Louisiana.
WITNESSES:
/S/ [ILLEGIBLE] /S/ Paula C. Bradley
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Paula C. Bradley
Incorporator
/S/ [ILLEGIBLE]
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/S/ [ILLEGIBLE]
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NOTARY PUBLIC
INITIAL REPORT
OF
JAZZ ENTERPRISES INC.
TO: The Secretary of State
Baton Rouge, Louisiana
Complying with the Business Corporation Law of Louisiana, Jazz
Enterprises, Inc. hereby makes its initial report as follows:
The address of the registered office is:
4939 Jamestown Avenue, Suite 201B
Baton Rouge, LA 70808
The name and address of the registered agent is:
Paula C. Bradley
4939 Jamestown Avenue, Suite 201B
Baton Rouge, LA 70808
The name and address of the first director is:
Paula C. Bradley
4939 Jamestown Avenue, Suite 201B
Baton Rouge, LA 70808
Baton Rouge, Louisiana this 10th day of February, 1992.
/S/ Paula C. Bradley
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Paula C. Bradley
Incorporator
AFFIDAVIT OF ACCEPTANCE
OF
APPOINTMENT BY DESIGNATED REGISTERED AGENT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, the undersigned duly commissioned and qualified Notary
Public, personally came and appeared:
PAULA C. BRADLEY
who after being first duly sworn, deposed and said:
Affiant is the person designated as registered agent by Jazz
Enterprises, Inc. (the "Corporation"), a domestic corporation authorized to
transact business in the State of Louisiana pursuant to the provisions of
Title 12.
Affiant hereby acknowledges and accepts the appointment as registered
agent of the Corporation.
/S/ Paula C. Bradley
-------------------------
Paula C. Bradley
SWORN TO AND SUBSCRIBED before me this 10th day of June, 1992
Incorporator
/S/ ILLEGIBLE
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NOTARY PUBLIC
W. Fox McKeithen NOTICE OF CHANGE OF REGISTERED OFFICE
Secretary of State AND/OR CHANGE OF REGISTERED AGENT
[SEAL] (R.S. 12:104 & 12.236)
Domestic Corporation Return to: Corporations Division
(Business of Non-Profit) P.O. Box 94125
Enclose $20-00 filing fee Baton Rouge, LA 70804-9125
Make remittance payable Phone (504)925-4704
Secretary of State
DO NOT SEND CASH
Corporation Name, JAZZ ENTERPRISES, INC.
CHANGE OF LOCATION OF REGISTERED OFFICE
Notice is hereby given that the Board of Directors of the above named
corporation has authorized a change in the location of the corporation's
registered office. The new registered office is located at: 451 Florida Street,
Suite 800 Baton Rouge, Louisiana 70801
/S/ Patsy S. Hubbard
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To Be Signed by one (1) officer or two (2) directors
CHANGE OF REGISTERED AGENT(S)
Notice is hereby given that the Board of Directors of the above named
corporation has authorized the change of the corporation's registered agent(s).
The name(s) and address(es) of the now registered agent(s) is/are as follows:
John S. Campbell, Jr.
451 Florida Street. Suite 800
Baton Rouge, Louisiana 70801
/S/ Patsy S. Hubbard
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President/Vice President or Secretary
AGENT AFFIDAVIT AND ACKNOWLEDGMENT OF ACCEPTANCE
I hereby acknowledge and accept the appointment of registered agent(s) for and
on behalf of the above named corporation.
/S/ John S. Campbell, Jr.
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John S. Campbell, Jr.
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Registered Agent(s)
Sworn to and subscribed before me this 12th day of July, 1995.
Marc S. Whitfield
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Notary
W. Fox McKeithen Domestic Corporation
Secretary of State Annual Report
For Period Ending
June 10, 1999
Mailing Address Only (Indicate any changes Below) Registered Office Address in Louisiana
34408888D (Do no Use P.O. Box)
451 FLORIDA ST., STE. 800
JAZZ ENTERPRISES, INC. BATON ROUGE, LA 70801
c/o JOHN S. CAMPBELL, JR.
451 FLORIDA ST., STE. 800
BATON ROUGE, LA 70801
FEDERAL TAX ID NUMBER ISSUED SHARES
72-1214771
Our records indicate the following registered agents for the corporation.
Indicate any changes or deletions below. All agents must have a Louisiana
address. Do not use a P.O. Box. New registered agents require a notarized
signature.
JOHN S. CAMPBELL, JR.
451 FLORIDA ST., STE. 800/BATON ROUGE, LA 70801
I hereby accept the appointment of registered agent(s). Sworn to and subscribe before me on
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Our records indicate the following officers or directors for the corporation.
Indicate any changes or deletions below. If additional space is needed, attach
an addendum. Include addresses. Do not use a P.O. Box. Indicate all offices held
by each individual listed.
JAMES GULBRANDSEN VICE PRES/DIR
30 CLERMONT LANE/LADUE, MO 63124
PATSY S. HUBBARD SECT
146 WEST 2ND ST./ROXANA, IL 62002
JAMES B. PERRY PRES/TREAS/DIR
63 FAIR OAKS/LADUE, MO 63124
To be signed by one officer or two directors. Title Phone Date
SIGN /s/ Dale R. Black Treasurer 618/474-7500 3/17/99
Enclose filing fee of $25.00 Return by: June 10, 1999 CHECK
Make remittance payable to Secretary of State to: Commercial Division IF NO
Do Not Send Cash P.O. Box 94125 CHANGE
web site: www.sec.state.la.us BATON ROUGE, LA 70804-9125
Phone (225) 925-4701 ( )
UNSIGNED REPORTS WILL BE RETURNED