EXHIBIT 3.14
STATE OF MISSOURI OFFICE OF SECRETARY OF STATE
ROY D. BLUNT, SECRETARY OF STATE
[SEAL]
ARTICLES OF INCORPORATION
(To be submitted in duplicate by an attorney or an incorporator)
The undersigned natural person(s) of the age of eighteen years or more
for the purpose of forming a corporation under The General and Business
Corporation Law of Missouri adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: The Missouri Gaming Company.
ARTICLE TWO
The address, including street and number, if any, of the corporation's
initial registered office in this state is: 906 Olive Street, St. Louis,
Missouri 63101 and the name of its initial agent at such address is C T
CORPORATION SYSTEM.
ARTICLE THREE
The aggregate number, class and par value, if any, of shares which the
corporation shall have authority is issue shall be:
Number Class Par Value
- ------ ----- ---------
1000 Common $.01
The preferences, qualifications, limitations, restrictions, and the
special or relative rights, including convertible rights, if any, in respect
of the shares of each class are as follows:
none
ARTICLE FOUR
The extent, if any, to which the preemptive right of a shareholder to
acquire additional shares is limited or denied.
N/A
ARTICLE FIVE
The name and place of residence of each incorporator is as follows:
Name Street City
Jonathan L. Miles 906 Olive Street St. Louis, MO 63101
ARTICLE SIX
(Designate which and complete the applicable paragraph.)
/ / The number of directors to constitute the first board of directors is
__________. Thereafter the number of directors shall be fixed by, or in the
manner provided in the bylaws. Any changes in the number will be reported to
the Secretary of State within thirty calendar days of such change.
OR
/ / The number of directors to constitute the board of directors is One (1).
(The number of directors to constitute the board of directors must be stated
herein if there are to be less than three directors. The persons to
constitute the first board of directors may, but need not, be named.)
ARTICLE SEVEN
The duration of the corporation is perpetual.
ARTICLE EIGHT
The corporation is formed for the following purposes:
To engage in any lawful act or activity for which corporations
may be organized under The General and Business Corporation
Law of Missouri, as amended.
To establish and operate a casino or riverboat gaming
operation subject to the Missouri Constitution and applicable
Missouri statutes and regulations promulgated thereunder.
-2-
IN WITNESS WHEREOF, these Articles of Incorporation have been signed
this 31st day of March, 1993.
/S/ JONATHAN L. MILES
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Jonathan L. Miles
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-3-
State of Missouri )
) ss
City of St. Louis )
I, Steven A. Gramlich, a Notary Public, do hereby certify that on
this 31st day of March, 1993, personally appeared before me, Jonathan L.
Miles (and _________________________,) who being by me first duly sworn,
(severally) declared that he is (they are) the person(s) who signed the
foregoing document as incorporator(s), and that the statements therein
contained are true.
NOTARIAL SEAL /s/ Steven A. Gramlich
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Notary Public
Steven A. Gramlich
My commission expires 6/2/95
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STATE OF MISSOURI
[SEAL] Rebecca McDowell Cook, Secretary of State
P.O. Box 778, Jefferson City, Mo. 65102
Corporate Division
STATEMENT OF CHANGE OF BUSINESS OFFICE
OF A REGISTERED AGENT
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INSTRUCTIONS
1. The filing fee for this change is $10.00. Change must be filed in
DUPLICATE.
2. P.O. Box MAY ONLY be used in conjunction with Street, Route or Highway.
3. Agent and address must be in the State of Missouri.
4. The corporation or limited partnership cannot act as its own registered
agent. The registered agent should sign in his individual name, unless
the registered agent is a corporation, which which case the execution
should be by proper officers.
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Charter No. 00378944
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The undersigned registered agent, for the purpose of changing its
business office in Missouri as provided by the provisions of "The General and
Business Corporation Act in Missouri," or the "Missouri Uniform Limited
Partnership Law," represents that:
1. The name of the corporation/limited partnership is The Missouri Gaming
Company.
2. The name of this registered agent is C T Corporation System.
3. The address, including street number, if any, of the present business
office of the registered agent is 906 Olive Street, St. Louis, Missouri
63101.
4. The address, including street number, if any, of the business office of
the registered agent is hereby changed to 120 South Central Avenue,
Clayton, Missouri 63105.
5. Notice in writing of the change has been mailed by the registered agent
to the corporation/limited partnership named above.
6. The address of the registered office of the corporation/limited
partnership named above and the business office of the registered
agent, as changed, is identical.
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT
IS A NATURAL PERSON)
IN WITNESS WHEREOF, the undersigned registered agent has caused this
report to be executed this _____ day of ____________________________,
19__________.
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Signature of Registered Agent
State of ______________________ )
) ss
County of ____________________ )
On this _________________ day of __________________________, in the
year 19______, before me, _____________________________________________, a
Notary Public in and for said state, personally appeared
__________________________________ known to me to be the person who executed
the within Statement of Change of Business Office and acknowledged to me that
_____________ executed the same for the purposes therein stated.
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Notary Public
(NOTARIAL SEAL)
My commission expires
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(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A CORPORATION)
IN WITNESS WHEREOF, the undersigned corporation has caused this
report to be executed in its name by its president or vice president,
attested by its secretary or assistant secretary this 27th day of March, 1998.
(CORPORATE SEAL) NONE C T Corporation System
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Name of Corporation
/S/ ILLEGIBLE
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President or Vice President
IF NO SEAL, STATE "NONE:.
Attest:
/S/ ILLEGIBLE
- ---------------------------------------
Secretary or Assistant Secretary
State of New York )
) ss
County of New York )
On this 27th day of March in the year 1998, before me Theresa Alfieri, a
Notary Public in and for said state, personally appeared
Kenneth J. Uva , Vice President .
- -------------------------------------- --------------------------------------
Name Title
C T Corporation System known to me to be the person who
- --------------------------------------------
Name of Corporation
executed the within Statement of Change of Business Office in behalf of said
corporation and acknowledged to me that he executed the same for the purposes
therein stated.
/S/ ILLEGIBLE
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Notary Public
(NOTARIAL SEAL) My commission expires 12/31/99
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