EXHIBIT 3.3
JIM EDGAR
Secretary of State
State of Illinois
ARTICLES OF INCORPORATION
Pursuant to the provisions of "The Business Corporation Act of 1983". the
undersigned incorporator(s) hereby adopt the following Articles of Incorporation
ARTICLE ONE The name of the corporation is METRO TOURISM AND
ENTERTAINMENT, INC.
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"_________" or an abbreviation thereof)
ARTICLE TWO The name and address of the initial registered agent and its
registered office are:
Registered Agent GARNER LAMB
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First Name Middle Name Last Name
Registered Office RATE. 111 & AIRLINE DRIVE
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Number Street Suite #
(A.P.O. Box alone
not acceptable)
EAST ACTON, ILLINOIS 62024
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City Zip Code
County
ARTICLE THREE The purpose or purposes for which the corporation is organized
are:
If not sufficient space to cover this point, add one or
more _______ of this ______
See attachment hereto.
ARTICLE FOUR Paragraph 1: The authorized shares shall be
CLASS *PAR VALUE PER SHARE NUMBER OF SHARES AUTHORIZED
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VOTING COMMON NO PAR 10,000
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NONVOTING COMMON NO PAR 10,000
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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:
IF NOT SUFFICIENT SPACE TO COVER THIS _____, ADD ONE OR
MORE ________ OF THIS SIZE.
See attachment hereto.
ARTICLE FIVE The number of shares to be issued initially, and the
consideration to be received by the corporation
therefor, are:
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Number of shares Consideration to be
Class *Par Value per share proposed to be issued received therefor
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Voting Common No par 700 $70,000.00
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Nonvoting Common No par 0 $------------
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$
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$
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TOTAL $70,000.00
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* A declaration as to a "par value" is optional. This space may be marked "n/a"
when no references to a par value is desired.
NAMES & ADDRESSES OF INCORPORATORS
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.
Dated ____________________, 1990
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Signatures and Names Post Office Address
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1. /S/ J. THOMAS LONG 1. 1310 WEST DELMAR
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Signature Street
GODFREY, IL 62035
J. THOMAS LONG -----------------------------------
----------------------------------------------- City/Town State Zip
Name (please print)
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2. ------------------------------ 2. -----------------------------------
Signature Street
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Name (please print) City/Town State Zip
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3. 3.
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Signature Street
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Name (please print) City/Town State Zip
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(Signatures must be in ink on original document. Carbon copy, Xerox or rubber
stamp signatures may only be used on conformed copies)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
President or Vice-President and verified by him, and attested by its Secretary
or an Assistant Secretary.
ATTACHMENT TO B.A.-2.10 - ARTICLES OF INCORPORATION
ARTICLE THREE The purpose or purposes for which the corporation is
organized are:
To pursue the viability of purchasing a commercial river
boat(s) and acquiring real estate for operation of commercial river
boat(s) within the State of Illinois;
To promote tourism and entertainment through the
utilization of river boat(s);
To own, conduct, operate, maintain and carry on a lounge/ bar
on river boat(s) for the purpose of service for consumption on the river
boat(s), wine, beverages, intoxicating liquors, food, and such other commodities
and merchandise legally sold in such establishment subject to proper licensing;
To promote tourism and entertainment through applying for an
owner's license to operate and conduct river boat gambling
activities as authorized by Senate Bill 572;
To acquire, own, use, convey, and otherwise dispose of and
deal in real property or any interest therein;
The transaction of any or all lawful purposes for which
corporations may be incorporated under the Illinois Business Corporation Act
of 1983.
ATTACHMENT TO B.A.-2.10 - ARTICLES OF INCORPORATION
ARTICLE FOUR
Paragraph 2: The preferences, qualifications, limitations, restrictions and
the special or relative rights in respect of the shares of each class are:
1) The stock pursuant to paragraph 1 above shall be "Section
1244" stock qualifying under the terms of Section 1244 of the Internal Revenue
Code of 1986, as amended, and is intended to qualify for any tax benefits
pursuant to said Section 1244.
2) The power to make and amend the by-laws of the corporation
shall be vested exclusively in the Board of Directors, and a 2/3 majority
vote of said Board of Directors voting at any validly constituted meeting of
the Board of Directors shall be sufficient to amend or adopt the by-laws of
this corporation.
3) All shares of the stock of this corporation which are
issued and outstanding shall be subject to a restriction on transfer, and in
the absence of a written shareholders agreement which shall override the
terms set forth in these Articles of Incorporation, each shareholder must
first offer any shares of stock which are desired to be transferred for any
reason to the corporation under the same terms and conditions said
shareholder is willing to transfer said shares to a transferee in response to
a bona fide offer to purchase. Any attempt to transfer shares of stock of
this corporation in contravention of this restriction shall be null and void,
and shall not be honored by the corporation.
4) Each holder of any of the shares of the capital stock of
the corporation shall be entitled to a preemptive right to purchase or
subscribe for unissued stock or additional shares to be issued by reason of
any increase of the authorized capital stock of the corporation. When the
outstanding capital is increased, the additional shares shall be offered to
the existing stockholders proportionately to their holdings.
5) Other than the right to vote such shares at meetings of
shareholders, there exists no difference in the preferences, qualifications,
limitations and restrictions between voting common shares and nonvoting
common shares. Both voting and nonvoting common shares are entitled to
identical treatment upon any corporate distributions. Corporate distributions
include returns of capital, distributions of cash dividends, distributions
upon partial or total liquidation, stock splits and stock dividends.
File Number 5582-979-9
WHEREAS, ARTICLES OF MERGER OF METRO TOURISM AND ENTERTAINMENT, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS SHAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT
OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now, Therefore, I, George W. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the application of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, and the
City of Springfield, this FEBRUARY day of 25TH,
A.D. 19 93 and of the Independence of the
United States the ____ hundred and 17th.
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SECRETARY OF STATE
ARTICLES OF MERGER
CONSOLIDATION OR EXCHANGE
Names of the corporations proposing to merge and the state or
country of their incorporation
Name of Corporation State or Country of
Incorporation
AGC Sub Corp. Illinois
Metro Tourism and Entertainment, Illinois
Inc.
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2. The laws of the state or country under which each corporation is
incorporated permit such merger, consolidation or exchange.
3. (a) Name of the surviving corporation Acton Gaming Company f/k/a
Metro Tourism and Entertainment, Inc.
(b) It shall be governed by the laws of: Illinois
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4. Plan of merger is as follows: See attachment
if not sufficient space to cover this point, add one or more sheets of this
size.
(The following items are not applicable to mergers under Section 11.30--90%
owned subsidiary provisions. See Article 7.)
(ONLY "X" one box for each corporation)
Name of Corporation -------- -------- --------
AGC Sub Corp. / / / / /x/
Metro Tourism and Entertainment, Inc. / / / / /x/
- ---------------------------------- / / / / / /
- ---------------------------------- / / / / / /
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6. Not applicable if surviving new or occurring corporation is an Illinois
corporation
It is agreed that, upon and after the issuance of a certificate of
merger, consolidation or exchange by the Secretary of State of the
State of Illinois:
a. The surviving, new or acquiring corporation may be served with
process in the State of Illinois in any proceeding for the
enforcement of any obligation, or any corporation organized
under the laws of the State of Illinois which ____ a party to
the merger, consolidation or exchange and in any proceeding
for the enforcement of the rights of a dissenting shareholder
of any such corporation organized under the laws of the State
of Illinois against the surviving new or acquiring
corporation.
b. The Secretary of State of the State of Illinois shall be and
hereby is irrevocably appointed as the agent of the surviving,
new or acquiring corporation to accept service of process in
any such proceedings, and
c. The surviving, new or acquiring corporation will promptly pay
to the dissenting shareholders or any corporation organized
under the laws of the State of Illinois which is a party to
the merger, consolidation or exchange the amount if any, to
which they shall be entitled under the provisions of The
Business Corporation Act of 1983" of the State of Illinois
with respect to the rights of dissenting shareholders.
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7. COMPLETE THIS ITEM IF REPORTING A MERGER UNDER SS.11.30--90% OWNED
SUBSIDIARY PROVISIONS
a. The number of outstanding shares of each class of each merging
subsidiary corporation and the number of such shares of each class
owned immediately prior to the adoption of the plan
of merger by the patent corporation are
Number of Shares of Each
Total Number of Shares Class Owned Immediately Prior
Outstanding to
Name of Corporation of Each Class Merger by the Parent
Corporation
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b. The date of mailing a copy of the plan or merger and notice of the
right to dissent to the shareholders of each merging subsidiary
corporation was ____________________, 19____
Was written consent for the merger or written waiver of the 30-day
period by the holders of all the outstanding shares of all subsidiary
corporations received? / / Yes / / No
(IF THE ANSWER IS "NO," THE DUPLICATE COPIES OF THE ARTICLES OF MERGER
MAY NOT BE DELIVERED TO THE SECRETARY OF STATE UNTIL AFTER 30 DAYS
FOLLOWING THE MAILING OF A COPY OF THE PLAN OF MERGER AND OF THE NOTICE
OF THE RIGHT TO DISSENT TO THE SHAREHOLDERS OF EACH MERGING
SUBSIDIARY CORPORATION.).
8. The undersigned corporation has caused these articles to be signed by
its duly authorized officers, each of whom affirms under penalties of perjury
that the facts stated herein are true.
Dated AGC SUB CORP.
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(EXACT NAME OF CORPORATION)
Attested by /s/ PATSY S. HUBBARD by /s/ J. THOMAS LONG
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SIGNATURE OF SECRETARY (SIGNATURE OF PRESIDENT OR VICE PRESIDENT)
OR ASSISTANT SECRETARY
PATSY S. HUBBARD J. THOMAS LONG
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TYPE OR PRINT NAME AND TITLE (TYPE OR PRINT NAME AND TITLE)
Dated______________________ 19_____ METRO TOURISM AND ENTERTAINMENT, INC
-----------------------------------------
(EXACT NAME OF CORPORATION)
attested by /s/ PATSY S. HUBBARD by /s/ J. THOMAS LONG
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(SIGNATURE OF SECRETARY (SIGNATURE OF PRESIDENT OR VICE PRESIDENT)
OR ASSISTANT SECRETARY)
PATSY S. HUBBARD J. THOMAS LONG
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(TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE)
Dated______________________ 19_____
-----------------------------------------
(EXACT NAME OF CORPORATION)
attested by by
----------------------- ------------------------------------------
(SIGNATURE OF SECRETARY (SIGNATURE OF PRESIDENT OR VICE PRESIDENT)
OR ASSISTANT SECRETARY)
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(TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE)
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (hereinafter called this
"Agreement of Merger") dated as of February 25, 1993, between ARGOSY GAMING
COMPANY, a Delaware corporation (hereinafter called "Argosy"), AGC SUB CORP., an
Illinois corporation and a wholly-owned subsidiary of Argosy ("Sub") and METRO
TOURISM AND ENTERTAINMENT, INC., an Illinois corporation (hereinafter sometimes
called the "Company" or the "Surviving Corporation").
WHEREAS, Argosy was incorporated pursuant to the Delaware
General Corporation Law on December 16, 1992 and its registered office in the
State of Delaware is located at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801; and its registered agent at such office is The
Corporation Trust Company; and
WHEREAS, Sub was incorporated pursuant to the Illinois
Business Corporation Act on February 16, 1993 and its registered office in the
State of Illinois is located at 35 West Wacker Drive, Chicago, Illinois, 60601
and its registered agent is Joseph A. Walsh, Jr.
WHEREAS, the Company was incorporated pursuant to the Illinois
Business Corporation Act on February 2, 1990 and its registered office in the
State of Illinois is located at 217 Piasa Street, Acton, Illinois; and its
registered agent is Kevin Larson.
WHEREAS, Argosy has authorized capital stock consisting of (I)
10,000,000 shares of preferred stock, $.01 per share par
value; (ii) 60,000,000 shares of common stock, $.01 per share par value ("Argosy
Common Stock"), of which 15 shares are outstanding as of the date hereof and
(iii) 85 shares of redeemable common stock $.01 per share par value ("Argosy
Redeemable Common"), of which 85 shares are outstanding as of the date hereof;
and
WHEREAS, Sub has authorized capital stock consisting of 1,000
shares of common stock, par value. $1.00 per share ("Sub Common Stock") of which
1,000 shares are issued and outstanding and owned by Argosy; and
WHEREAS, the Company has authorized capital stock of 10,000
shares of voting common stock, no par value ("Company Voting Common Stock") and
10,000 shares of nonvoting common stock, no par value ("Company Nonvoting Common
Stock"), of which 900 shares of Company Voting Common Stock are outstanding on
the date hereof, no shares of Company Nonvoting Common Stock are outstanding on
the date hereof; and
WHEREAS, Argosy, Sub and the Company desire to have the Sub
merge with and into the Company pursuant to a transaction in which the separate
existence of Sub will cease, the Company will continue as the surviving
corporation (as such, the "Surviving Corporation") and became a wholly-owned
subsidiary of Argosy, and shares of Company Common Stock will be converted into
a right to receive shares of Argosy Common Stock (other than shares with respect
to which the holder thereof shall have perfected dissenters
rights in accordance with Sections 11.65 and 11.70 of the Illinois Business
Corporation Act); and
WHEREAS, the Boards of Directors of Argosy, Sub and the
Company deem it advisable for the general welfare and advantage of each
corporation and their respective stockholders that Sub merge (herein sometimes
called the "Merger") into the Company pursuant to this Agreement of Merger, and
Argosy, Sub and the Company respectively desire to so merge pursuant to THIS
Agreement of Merger and pursuant to the applicable provisions of the laws of the
State of Illinois.
NOW, THEREFORE, in consideration of the premises and of the
mutual provisions, agreements, covenants and conditions herein contained, and in
accordance with the provisions of the Illinois Business Corporation Act, the
parties hereto mutually covenant and agree as follows:
ARTICLE I
THE MERGER
1.01 On the Effective Date of the Merger (as defined in
Section 4.01 hereof), Sub shall be merged into the Company, which shall be the
Surviving Corporation and become a wholly-owned subsidiary of Argosy. The
corporate existence of the Company, with all its purposes, powers and objects,
shall continue unaffected and unimpaired by the Merger; and as the Surviving
Corporation, the Company shall be governed by the laws of the State of Illinois
and
succeed to all rights, assets, liabilities and obligations of Sub as set forth
in the Illinois Business Corporation Act. The separate existence and corporate
organization of Sub shall cease upon the Effective Date of the Merger and
thereafter the Company shall continue an the Surviving Corporation under the
laws of the State of Illinois.
1.02 If at any time after the Effective Time of the Merger (as
defined in Section 4.01 hereof) the surviving Corporation shall consider or be
advised that any further assignments or assurances in law or any other things
are necessary or desirable to vest, perfect or confirm, of record or otherwise,
in the Surviving Corporation, the title to any property or right of Sub acquired
or to be acquired by reason of or as a result of the Merger, the officers and
directors of Sub shall and will, in the name of Sub or otherwise, execute and
deliver all such proper deeds, assignments and assurances in law and do all
things necessary and proper to vest, perfect or confirm title to such property
and rights in the Surviving Corporation and otherwise carry out the purpose of
this Agreement of Merger.
ARTICLE II
ARTICLES OF INCORPORATION;
BY-LAWS; BOARD OF DIRECTORS; OFFICERS
2.01 The Articles of Incorporation of the Company as in effect
on the Effective Date of the Merger, shall be the Articles
of Incorporation of the Surviving Corporation, except Article One shall be
amended to read as follows:
"Article One. The name of the corporation shall
be "Acton Gaming Company.""
2.02 The By-Laws of the Company as in effect on the Effective
Date of the Merger shall be the By-Laws of the surviving corporation until same
shall thereafter be altered, amended or repealed in accordance with law, the
Articles of Incorporation of the Surviving Corporation or said By-Laws.
2.03 The directors and officers of the Company at the
Effective Date of Merger shall be as follows: until their successors shall have
been elected and shall qualify or as otherwise provided by the By-Laws of the
Surviving Corporation:
Directors: J. Thomas Long
Officers: J. Thomas Long - President and Treasurer
Pat Hubbard - Secretary
2.04 If on the Effective Date of the Merger a vacancy shall
exist in the Board of Directors or in any of the offices of the Surviving
Corporation, such vacancy may thereafter be filled in the manner provided by the
BY-LAWS of the Surviving Corporation.
ARTICLE III
CONVERSION OF SHARES OF COMPANY COMMON STOCK
3.01 The manner of converting the shares of capital stock of the Company
into shares of the capital stock of Argosy on the
Effective Date of the Merger shall be governed by the provisions of this Article
III and shall be as follows:
(a) At the Effective Time of the Merger each issued and
outstanding share of sub Common Stock shall be converted into and become one
fully paid and nonassessable share of common stock of
the Surviving Corporation.
(b) At the Effective Time of the Merger, any shares of Company
Common Stock which were held in its treasury immediately prior to the Effective
Time of the Merger shall be cancelled.
(c) All shares, if any, of Argosy Common Stock and Argosy
Redeemable Common which are outstanding immediately prior to the Effective Time
of the Merger shall continue to be issued shares after the Effective Time of the
Merger, and thereafter such shares shall evidence ownership of the same number
of shares of Argosy.
(d) Each share of Company Common Stock which is outstanding
immediately prior to the Effective Time of the merger will be converted into .05
shares of Argosy Common Stock (other than shares of Company Common Stock with
respect to which the holder thereof shall have perfected dissenters rights in
accordance with Sections 11.65 and 11.70 of the Illinois Business Corporation
Act ("Dissenting Shares")).
3.02 In the event that at any time on or after the date hereof
and prior to the Effective Date of the Merger:
(a) Argosy shall declare any dividend in shares of
Argosy Common Stock which is payable or distributable to holders of
record of Argosy Common Stock prior to the Effective Time of the Merger; or
(b) Argosy shall split, combine, reclassify, or the like, the
outstanding shares of Argosy Common Stock and such a split, combination,
reclassification, or the like, shall be effective as to the holders of Argosy
Common Stock prior to the Effective Time of the Merger; then, to the extent
appropriate, an equitable adjustment shall be made in the number of shares of
Argosy Common Stock issuable pursuant hereto.
3.03 Dissenting Shares shall not be converted pursuant to
Section 3.01 hereof but shall be converted into the right to receive such
consideration as may be determined to be due with respect to such Dissenting
Shares pursuant to Section 11.70 of the Illinois Business Corporation Act.
3.04 Argosy shall be required to issue and deliver fractional
shares of Argosy Common Stock and certificates representing fractional shares of
Argosy Common Stock, in connection with any exchange of Company certificates for
Argosy certificates representing shares of Argosy Common Stock.
3.05 On and after the Effective Time of the Merger, each
holder of shares of Company Common Stock outstanding on the Effective Date of
the Merger, upon presentation and surrender of a certificate or certificates
therefor to Argosy, shall be entitled to receive in exchange therefor a
certificate or certificates representing the number of shares of Argosy Common
Stock into which
the shares represented by the certificate or certificates so surrendered shall
have been converted as aforesaid. Unless and until a Company certificate which
represented shares of Company Common Stock outstanding immediately prior to the
Effective Time of the Merger is presented and surrendered to Argosy for exchange
for an Argosy certificate, Argosy shall not be required to pay any dividends or
make any other distributions in respect of the shares of Argosy Common Stock
into which the shares of the Company's Common Stock which were represented by a
Company certificate shall have been changed and converted as a result of the
Merger.
ARTICLE IV
GENERAL
4.01 The principal terms of this Agreement and Plan of Merger
have been unanimously approved by the Board of Directors of the Company, Sub and
Argosy and have been submitted to the shareholders of the Company, Sub and
Argosy and have been unanimously approved by the shareholders of the Company,
Sub and Argosy as required by the Illinois Business corporation Act. On February
__, 1993 this executed Agreement of Merger, or a duly executed certificate of
merger, together with duly executed officers' certificates satisfying the
requirements of the Illinois Business Corporation Act and Delaware General
Corporation Law, shall be filed by Sub and the Company with the Secretary of
State of Illinois. The Merger shall become effective as of the time this
Agreement of Merger (or an appropriate certificate of merger), together with all
necessary certificates with respect thereto, are accepted for filing by the
Secretary of State of Illinois and the Secretary of State of Illinois issues a
Certificate of Merger with respect thereto, and such time is herein referred to
as the "Effective Time of the Merger". The date on which the Effective Time
occur is herein referred to as the "Effective Date" of the Merger.
4.02 This Agreement of Merger may be executed in any number of
counterparts or may be, where the same is not required, certified or otherwise
delivered without the signatures. Each counterpart hereof shall be deemed to be
an original instrument; but all such counterparts together shall constitute but
one Agreement of Merger.
4.03 Each of the Company and the shareholders of the company
shall file their respective income tax returns from the period of inception of
the Company to the Effective Date of the Merger on the basis that the Company
was subject to tax as a subchapter S Corporation.
IN WITNESS WHEREOF, this Agreement and Plan of Merger has
been executed as of the date and year first above written by the Chief
Executive Office, the President or a Vice President and the Secretary or an
Assistant Secretary of each corporate party hereto, as directed by the Board
of Directors of each corporate party hereto.
ARGOSY GAMING COMPANY
By: /S/ ILLEGIBLE
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Title: CHIEF EXECUTIVE OFFICER
---------------------------
ATTEST:
/S/ PATSY S. HUBBARD
- --------------------------
Secretary
AGC SUB CORP.
By: /S/ ILLEGIBLE
------------------------------
Title: CHIEF EXECUTIVE OFFICER
---------------------------
ATTEST:
/S/ PATSY S. HUBBARD
- --------------------------
Secretary
METRO TOURISM AND ENTERTAINMENT, INC.
By: /S/ ILLEGIBLE
-----------------------------
Title: CHIEF EXECUTIVE OFFICER
--------------------------
ATTEST:
/S/ PATSY S. HUBBARD
- --------------------------
Secretary
THE ABOVE AGREEMENT AND PLAN OF MERGER having been executed
on behalf of each corporate party thereto, and having been adopted separately
by each corporate party thereto, in accordance with the provisions of the
Illinois Business Corporation Act and the Delaware General Corporation Law
and that fact having been certified on said Agreement and Plan of Merger by
the Secretary or Assistant Secretary of each corporate party thereto, the
President or Vice President of each corporate party hereto does now hereby
execute the sail Agreement and Plan of Merger and the Secretary or Assistant
Secretary of each corporate party thereto does now hereby attest the said
Agreement and Plan of Merger under the corporate seals of their respective
corporations, by authority of the directors and the stockholders of ARGOSY
GAMING COMPANY, AGC SUB CORP. and METRO TOURISM AND ENTERTAINMENT, INC. as
the respective act, deed and agreement of each of said corporations, on this
25TH day of FEBRUARY , 1993.
ARGOSY GAMING COMPANY
By: /S/ ILLEGIBLE
----------------------------
Title: CHIEF EXECUTIVE OFFICER
-------------------------
ATTEST:
/S/ PATSY S. HUBBARD
- --------------------------
Secretary
AGC SUB CORP.
By: /S/ ILLEGIBLE
-----------------------------
Title: CHIEF EXECUTIVE OFFICER
--------------------------
ATTEST:
/S/ PATSY S. HUBBARD
- --------------------------
Secretary
METRO TOURISM AND ENTERTAINMENT, INC.
By: /S/ ILLEGIBLE
---------------------------
Title: CHIEF EXECUTIVE OFFICER
--------------------------
ATTEST:
/S/ PATSY S. HUBBARD
- --------------------------
Secretary
I, PATSY S. HUBBARD , the Secretary of AGC SUB CORP., a
corporation organized and existing under the laws of the State of Illinois
(the "Company"), hereby certify, as such Secretary and under the seal of the
Company, that the Agreement and Plan of Merger to which this certificate is
attached was duly adopted by the Board of Directors and sole stockholder of
the Company in accordance with the Illinois Business Corporation Act; and
that the Agreement and Plan of Merger was adopted by written consent of the
Board of Directors and sole stockholder of said AGC SUB CORP. and is the duly
adopted agreement and act of the said corporation.
WITNESS my hand and seal of said AGC SUB CORP. on this
25TH day of FEBRUARY, 1993.
/S/ PATSY S. HUBBARD
-----------------------------
Its Secretary
I, PATSY S. HUBBARD, the Secretary of ARGOSY GAMING
COMPANY, a corporation organized and existing under the laws of the State of
Delaware, hereby certify, as such Secretary and under the seal of the
corporation, that the Agreement and Plan of Merger to which this certificate
is attached, after having been first unanimously approved by the Directors
thereof, and then was unanimously approved pursuant to the Delaware General
Corporation Law by the stockholders of said Corporation; and that thereby the
Agreement and Plan of Merger was duly adopted as the act of the stockholders
of said ARGOSY GAMING COMPANY.
WITNESS my hand and seal of said ARGOSY GAMING COMPANY on
this 25TH day of FEBRUARY, 1993.
/S/ PATSY S. HUBBARD
--------------------------------
Its Secretary
I, PATSY S. HUBBARD , the Secretary of METRO TOURISM AND
ENTERTAINMENT, INC., a corporation organized and existing under the laws of
the State of Illinois (the "Company"), hereby certify, as such Secretary and
under the seal of the Company, that the Agreement and Plan of Merger to which
this certificate is attached was duly adopted by the Board of Directors and
Stockholders of the Company in accordance with the Illinois Business
Corporation Act; and that the Agreement and Plan of Merger was adopted by the
unanimous written consent of the Board of Directors and stockholders of said
METRO TOURISM AND ENTERTAINMENT, INC. and is the duly adopted agreement and
act OF the said corporation.
WITNESS my hand and seal of said METRO TOURISM AND
ENTERTAINMENT, INC. on this 25TH day of FEBRUARY, 1993.
/S/ PATSY S. HUBBARD
--------------------------------
Its Secretary
STATE OF )
) SS.
COUNTY OF )
BE IT REMEMBERED that on this 25TH day of FEBRUARY , 1993,
personally came before me, a Notary Public in and for the County and State
aforesaid, ______________________, of AGC SUB CORP., a corporation of the
State of Illinois, and he duly executed said Agreement and Plan of Merger
before me and acknowledged the said Agreement and Plan of Merger to be his
act and deed and the act and deed of said Corporation ad that the facts
stated therein are true; and that the seal affixed to said Agreement and Plan
of Merger and attested by the Secretary of said Corporation is the common or
corporate seal of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year aforesaid.
/S/ ILLEGIBLE
-----------------------------
Notary Public
[Seal]
My Commission Expires: 12/9/1994
STATE OF )
) SS.
COUNTY OF )
BE IT REMEMBERED that on this 25TH day of FEBRUARY , 1993,
personally came before me, a Notary Public in and for the County and State
aforesaid, J. THOMAS LONG, of ARGOS GAMING, a corporation of the State of
Illinois, and he duly executed said Agreement and Plan of Merger before me
and acknowledged the said Agreement and Plan of Merger to be his act and deed
and the act and deed of said Corporation ad that the facts stated therein are
true; and that the seal affixed to said Agreement and Plan of Merger and
attested by the Secretary of said Corporation is the common or corporate seal
of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal
of office the day and year aforesaid.
/S/ ILLEGIBLE
-------------------------
Notary Public
[Seal]
My Commission Expires: 12/9/1994
STATE OF )
) SS.
COUNTY OF )
BE IT REMEMBERED that on this 25TH day of FEBRUARY, 1993, personally
came before me, a Notary Public in and for the County and State aforesaid, J.
THOMAS LONG, of METRO TOURISM AND ENTERTAINMENT, INC., a corporation of the
State of Illinois, and he duly executed said Agreement and Plan of Merger
before me and acknowledged the said Agreement and Plan of Merger to be his
ACT and deed and the act and deed of said Corporation ad that the facts
stated therein are true; and that the seal affixed to said Agreement and Plan
of Merger and attested by the Secretary of said corporation is the common or
corporate seal of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of
office the day and year aforesaid.
/S/ ILLEGIBLE
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Notary Public
[Seal]
My Commission Expires: 12/9/1994
[ILLINOIS SECRETARY OF STATE]
File Number 5582-979-9
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF ACTON
GAMING COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN
FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS
CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now, Therefore, I, George W. Ryan, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate and attach hereto a copy of the Application of the aforesaid
corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be
affixed the Great Seal of the State of Illinois,
and the City of Springfield, this 21ST
day of MAY, A.D. 19 93 and of the
Independence of the United States the
two hundred and 17TH.
/S/ GEORGE H. RYAN
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SECRETARY OF STATE
[SEAL]
Articles of Amendment
1. CORPORATE NAME: ACTON GAMING COMPANY
2. MANNER OF ADOPTION:
The following amendment of the Articles of Incorporation was adopted
on FEBRUARY 25, 1993 in the manner indicated below. ("X" one box only)
- --- By a majority of the incorporators, provided no directors were named in
- --- the articles of incorporation and no directors have been elected; or by
a majority of the board of directors, in accordance with Section 10.10.
the corporation having issued no share as of the time of adoption of
this amendment;
(Note 2)
- --- By a majority of the board of directors in accordance with Section
- --- 10.15. shares having been issued by shareholder action not being
required for the adoption of the amendment;
(Note 3)
- --- By the shareholders, in accordance with Section 10.20. a resolution of
- --- the board of directors having been duty adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statue and by the articles of incorporation
were voted in favor of the amendment;
(Note 4)
- --- By the shareholders, in accordance with Sections 10.20. and 7.10. a
- --- resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given in accordance with Section
7.10;
(Note 4)
- --- By the shareholders, in accordance with Sections 10.20 and 7.10. a
- --- resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on the amendment.
(Note 4)
(INSERT AMENDMENT)
ANY ARTICLE BEING AMENDED IS REQUIRED TO BE SET FORTH IN ITS ENTIRETY. SUGGESTED
LANGUAGE FOR AN AMENDMENT TO CHANGE THE CORPORATE NAME ___ RESOLVED, THAT THE
ARTICLES OF INCORPORATION BE AMENDED TO READ AS FOLLOWS:)
N/A
- --------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
RESOLVED, that Article Four of the Articles of Incorporation be and it
hereby is amended by deleting the said Article Four in its entirety
and in lieu thereof the following:
"Article Four, Paragraph 1: The authorized shares shall be:
The aggregate number of shares which the Corporation shall have
authority to issue shall be one thousand (1000), all of which shall be
common stock without par value.
Paragraph 2: The preference, qualifications, limitations,
restrictions and the special or relative rights in respect of
the shares of each class are:
"None"
3. The manner in which any exchange, reclassification or cancelation of
issued shares, or a reduction of the number of authorized shares of
_____ class below the number of issued shares of that class, provided
for or effected by this amendment, is as follows. (IF NOT APPLICABLE,
INSERT "NO CHANGE")
N/A
4. (a) The manner in which said amendment effects a change in the amount
of paid-in capital (Paid-in capital replaces the terms Stated Capital
and Paid-in Surplus and is equal to the total of these accounts) is as
follows:
(IF NOT APPLICABLE, INSERT "NO CHANGE")
N/A
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 FEBRUARY 25, 19 ALTON GAMING COMPANY
------------- ---- -------------------------
Attested by /S/ PATSY S. HUBBARD by /S/ JOSEPH G. URAM
--------------------------- ----------------------
PATSY S. HUBBARD, SECRETARY JOSEPH S. URAM,
VICE PRESIDENT AND CFO
6. If amendment is authorized by the incorporators, the incorporators must
sign below.
OR
If amendment is authorized by the directors and there are no officers,
then a majority of the directors or such directors as may be designated
by the board, must sign below.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated , 19
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NOTES and INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of the
office of the Secretary of State. BEFORE any amendments herein
reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before
any shares have been issued and before any directors have been
named or elected.
NOTE 3: Directors may adopt amendments without shareholder approval in only six
instances, as follows:
(a) to remove the names and addresses of directors named
in the articles of incorporation;
(b) to remove the name and address of the initial
registered agent and registered office, provided a
statement pursuant to ss. 5.10 is also filed;
(c) to split the issued whole shares and unissued
authorized shares by multiplying them by a whole
number _______ long as no class or series is
adversely affected thereby;
(d) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited
________ " the abbreviation "corp.", "inc.", "co.",
or "ltd." for a similar word or abbreviation in the
name or by _____________ geographical attribution to
the name;
(e) to reduce the authorized shares of any class pursuant
to a cancellation statement filed in accordance
______ ss. 9.05.
(f) to restate the articles of incorporation as currently
amended.
NOTE 4: All amendments not adopted under ss. 10.10 or ss. 10.15
require (1) that the board of directors adopt a resolution set
forth the proposed amendment and (2) that the shareholders
approve the amendment
Shareholder approval may be (1) by vote at a shareholders'
meeting (EITHER ANNUAL OR SPECIAL) or (2) by ________ in
writing, without a meeting
To be adopted, the amendment must receive the affirmative vote
or consent of the holders of at least 23 outstanding shares
entitled to vote on the amendment (BUT IF CLASS VOTING
APPLIES, THEN ALSO AT LEAST
A 2/3 VOTE __________ EACH CLASS IS REQUIRED).
The articles of incorporation may supercede the 2/3 vote
requirement by specifying any smaller or a large ________
requirement not less than a majority of the outstanding shares
entitled to vote and not less than a majority ______ each
class when class voting applies.
NOTE 5: When shareholder approval is by consent, all shareholders
must be given notice of the proposed amendment _____ least 5
days before the consent is signed. If the amendment is
adopted, shareholders who have not _______ consent must be
promptly notified of the passage of the amendment (ss.ss.
7:_____)
PLEASE TYPE OR PRINT CLEARLY IN BLANK INK FILING DEADLINE IS:
-------------------
RETURN TO: STATE OF ILLINOIS CORPORATION
DOMESTIC CORPORATION ANNUAL FILE: NO. 5587-979-____
DEPARTMENT OF BUSINESS SERVICES REPORT
SECRETARY OF STATE
SPRINGFIELD, IL 62758
TELEPHONE (217) 782-7808
YEAR OF 1994
1.)
CORPORATE NAME ACTON GAMING COMPANY
REGISTERED AGENT % John Costello
REGISTERED OFFICE 219 Piasa
CITY, IL, ZIP CODE Acton, Il 62002
2.) AGENT/OFFICE CHANGES ONLY (see 11th)
ACTON GAMING COMPANY
--------------------------------------------------
CORPORATION NAME
PATSY S. HUBBARD
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REGISTERED AGENT
219 PIASA
--------------------------------------------------
REGISTERED OFFICE - STREET ADDRESS
ACTON, IL 62002 MADISON COUNTY
--------------------------------------------------
CITY, COUNTY, IL ZIP CODE
3.) Date Incorporated 2/2/90
Give complete address of principal office. If other than above.
Federal Employer Identification Number
(FEIN)
4.) The names and addresses of the officers and directors are: (IF
OFFICERS ARE DIRECTORS, SO STATE)
NAME OFFICE NUMBER & STREET CITY STATE
J. Thomas Long President 219 Piasa Acton IL 62002
Patsy S. Hubbard Secretary 219 Piasa Acton IL 62002
Joseph G. Uram VP & Treasurer 219 Piasa Acton IL 62002
H. Steven Norton VP 219 Piasa Acton IL 62002
J. Thomas Long Director 219 Piasa Acton IL 62002
Director
5) The type of business actually conducted in Illinois is:
6.) Number of shares authorized and issued (AS OF 11-30-93)
CLASS SERIES PAR VALUE NUMBER AUTHORIZED NUMBER ISSUED
Common 1,000 100
7.) The amount of paid-in capital as of is:
*PAID-IN CAPITAL $ 111,000
--------------------
* "Paid-In-Capital" replaces the terms
Stated Capital and Paid in Surplus.
It does not include Retained Earnings.
7b) The Paid-in Capital as of
on record with the Secretary of State is:
TOTAL $ 111,000
--------------------
(The figure in item 7b may not be altered)
ITEM 8 MUST BE SIGNED
8.) By /S/ JOSEPH G. URAM CFO 3/13/94
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(ANY AUTHORIZED OFFICER'S SIGNATURE) (TITLE) (DATE)