EXHIBIT 3.13
[SEAL]
THE STATE OF TEXAS
SECRETARY OF STATE
IT IS HEREBY CERTIFIED that the attached are true and correct copies of the
following described documents on file in this office:
GREAT WESTERN DIRECTORIES, INC.
FILE NO. 694569-00
ARTICLES OF INCORPORATION MARCH 5, 1984
ASSUMED NAME CERTIFICATE APRIL 2, 1991
CHANGE OF REGISTERED OFFICE AND/OR AGENT JULY 1, 1996
CHANGE OF REGISTERED OFFICE AND/OR AGENT AUGUST 28, 1998
CHANGE OF REGISTERED OFFICE AND/OR AGENT JUNE 21, 2000
ARTICLES OF MERGER DECEMBER 21, 2000
IN TESTIMONY WHEREOF, I have hereunto
THE STATE OF TEXAS signed my name officially and caused to be
[SEAL] impressed hereon the Seal of the State at my
office in Austin, Texas on June 19, 2001.
/s/ Henry Cuellar
---------------------------
Henry Cuellar
Secretary of State DAE
ARTICLES OF INCORPORATION
OF
GREAT WESTERN DIRECTORIES, INC.
ARTICLE ONE
The name of the corporation is GREAT WESTERN DIRECTORIES, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose for which the corporation is organized is the transaction of
any or all lawful business for which corporations may be incorporated under this
act.
ARTICLE FOUR
The aggregate number of shares that the corporation shall have authority
to issue is 10,000 shares at a par value of $1.00 each.
ARTICLE FIVE
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of one thousand dollars
consisting of money, labor done, or property actually received.
ARTICLE SIX
The street address of its initial registered office is 3700 W. 45th,
Amarillo, Texas 79109, and the name of its registered agent at such address is
CHARLES R. EMANUEL.
2
ARTICLE SEVEN
The number of Directors constituting the initial Board of Directors is
four, and the names and addresses of the persons who are to serve as Directors
until the first annual meeting of the shareholders or until their successors are
elected and qualified are:
CHARLES R. EMANUEL LARRY BALDWIN
3700 W. 45th 3631 Brennan Apt. 11C
Amarillo, Texas 79109 Amarillo, Texas
RICHARD A. O'NEAL CHARLES FIELDS
6700 Dreyfuss 6240 Belpree
Amarillo, Texas Amarillo, Texas
ARTICLE EIGHT
The names and addresses of the incorporators are:
CHARLES R. EMANUEL LARRY BALDWIN
3700 W. 45th 3631 Brennan Apt. 11C
Amarillo, Texas Amarillo, Texas
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation on this 1st day of March, 1984.
/s/ Charles R. Emanuel
-----------------------------
CHARLES R. EMANUEL
/s/ Larry Baldwin
-----------------------------
LARRY BALDWIN
3
STATE OF TEXAS )
)
COUNTY OF POTTER )
SUBSCRIBED AND SWORN TO before me by the said CHARLES R. EMANUEL
and LARRY BALDWIN the above-named incorporators, on this 1st day of March, 1984.
/s/ Melinda Northrup
-----------------------------
Notary Public In and For
The State of Texas
MELINDA NORTHRUP
NOTARY PUBLIC, STATE OF TEXAS
MY COMMISSION EXPIRES NOVEMBER 19, 1985
THE STATE OF TEXAS )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF POTTER )
THAT Richard O'Neal, the undersigned, for the purpose of complying with
Chapter 36, Title 4, Business and Commerce Code of the State of Texas, do hereby
certify to the following facts:
1. Amarillo Observer is the assumed name under which the business or
professional services is or is to be conducted or rendered.
2. Registrant: Great Western Directories, Inc., a Corporation(1)
3. Names and Addresses:(2)
Great Western Directories, Inc. 3700 W. 45th
Name
A Texas Corporation Amarillo, Texas 79109
Title(3) Address
Charles R. Emanuel 3700 W. 45th
Name
Registered Agent Amarillo, Texas 79109
Title Address
Name
Title Address
Name
Title Address
Said Corporation was duly incorporated under the laws of Texas and its
registered or similar office address there is 3700 W. 45th, Amarillo, Texas
79109(4)
County or counties within the State of Texas where the business or
professional services are being or are to be conducted or rendered under said
assumed name:
Potter County and Randall County(5)
4. The corporation is a:(4) business corporation(6)
5. The period, not to exceed ten (10) years, during which the assumed name
will be used is from the 27th day of March , 1991 until the 26th day of
March ,2001
IN TESTIMONY WHEREOF, I have hereunto set my hand, this 27th day of
March, 1991.
Richard O'Neal
THE STATE OF TEXAS )
) Before me, Jo Lynn Rowland
COUNTY OF RANDALL )
in and for said County and State.
on this day personally appeared Richard O'Neal
known to me to be the person whose name is subscribed to the foregoing
certificate, and acknowledged to me that he executed the same for the purposes
and consideration therein expressed.
Given under my hand and seal of office, this 27th day of March
A.D. 1991
Jo Lynn Rowland
Commission Expires 6/15/92
*1. Indicate whether the registrant is: an Individual; a Partnership; an Estate;
a Real Estate Investment Trust; a Company; a Corporation.
2. If the registrant is:
a. An individual, full name and residence address:
b. a Partnership, the venture or partnership name, the venture or
partnership office address, the full name of each joint venturer or
general partner and their residence address if an individual, or its
office address if not an individual;
c. an Estate, the name of the estate, the estate's office address, if any,
and the full name of each representative of the estate, residence
address, if an individual, or its office address if not an individual;
d. a Real Estate Investment Trust, the name of the trust, the address of
the trust, the full name of each trustee manager, residence address, if
an individual, or its office address if not an individual;
e. a Company, other than a real estate investment trust, or a corporation,
the name of the company or corporation, the state, county or other
jurisdiction under the laws of which it was organized, incorporated, or
associated, and its office address;
f. a Corporation, the name of the corporation as stated in its articles of
incorporation or association or comparable document, the state, county,
or other jurisdiction under the laws of which it was incorporated or
associated and address of its registered or similar office in that
state, county or jurisdiction, if required to maintain a registered
office in this state the address of such registered office and the name
of its registered agent at such address, and the address of its
principal office if not the same as that of its registered office in
this state; if the corporation is not required to or does not maintain a
registered office in this state, its office address in this state and if
the corporation is not incorporated, organized or associated under the
laws of this state, the address of its place of business in this state
and its office address elsewhere, if any.
3. Insert titles as: individual, general partner, joint venturer,
representative, trustee manager, company/corporate office, attorney in fact
and registered agent and/or indicate registered office address, etc.
4. Strike if not applicable.
5. Required to be completed by corporations only.
6. Insert form of business/corporation as: proprietorship, sole practitioner,
joint venture, general partnership, limited partnership, real estate
investment trust, joint-stock company, or some other form of unincorporated
business or professional association or entity; or for corporations;
business corporation, nonprofit corporation, professional corporation, or
some other type of incorporated business, professional or other association,
or legal entity.
SECRETARY OF STATE
CORPORATIONS SECTION
P.O. Box 13697
[SEAL]
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF TEXAS
JUL 01 1996
CORPORATIONS SECTION
STATEMENT OF CHANGE OF REGISTERED OFFICE OR
REGISTERED AGENT OR BOTH BY A CORPORATION,
LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP
1. The name of the entity is Great Western Directories, Inc.
The entity's charter/certificate of authority/file number is 00694569-5
2. The registered office address as PRESENTLY shown in the records of the
Texas secretary of state is: 3700 W. 45th, Amarillo, TX 79109
3. A. [ ] The address of the NEW registered office if: (Please provide street
address, city, state and zip code. The address must be in Texas.)
2400 Lakeview, Amarillo, TX 79109
OR B. [ ] The registered office address will not change.
4. The name of the registered agent as PRESENTLY shown in the records of the
Texas secretary of state is Charles R. Emanuel
5. A. [ ] The name of the NEW registered agent is Larry C. Baldwin
OR B. [ ] The registered agent will not change.
6. Following the changes shown above, the address of the registered office
and the address of the office of the registered agent will continue to be
identical, as required by law.
7. The changes shown above were authorized by:
Business Corporations may select A or B Limited Liability Companies may select D or E
Non-Profit Corporations may select A, B, or C Limited Partnerships select F
A. [ ] The board of directors; OR
B. [ ] An officer of the corporation is so authorized by the board of
directors; OR
C. [ ] The members of the corporation in whom management of the
corporation is vested pursuant to article 2.14C of the Texas
Non-Profit Corporation Act.
D. [ ] Its members
E. [ ] Its managers
F. [ ] The limited partnership
/s/ [NAME ILLEGIBLE]
----------------------------------------
(Authorized Officer of Corporation)
(Authorized Member or Manager of LLC)
(General Partner of Limited Partnership)
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF TEXAS
AUG 28 1998
CORPORATIONS SECTION
STATEMENT OF CHANGE OF REGISTERED OFFICE OR
REGISTERED AGENT OR BOTH BY A CORPORATION,
LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP
1. The name of the entity is Great Western Directories, Inc.
The entity's charter/certificate of authority/file number is 00694569-00
2. The registered office address as PRESENTLY shown in the records of the
Texas secretary of state is: 2400 Lakeview, Amarillo, TX 79109
3. A. [ ] The address of the NEW registered office if: (Please provide street
address, city, state and zip code. The address must be in Texas.) 811
Dallas Avenue, Suite 1500, Houston, Texas 77002
OR B. [ ] The registered office address will not change.
4. The name of the registered agent as PRESENTLY shown in the records of the
Texas secretary of state is Larry C. Baldwin
5. A. [ ] The name of the NEW registered agent is CT Corporation System
OR B. [ ] The registered agent will not change.
6. Following the changes shown above, the address of the registered office
and the address of the office of the registered agent will continue to be
identical, as required by law.
7. The changes shown above were authorized by:
Business Corporations may select A or B Limited Liability Companies may select D or E
Non-Profit Corporations may select A, B, or C Limited Partnerships select F
A. [ ] The board of directors; OR
B. [ ] An officer of the corporation is so authorized by the board of
directors; OR
C. [ ] The members of the corporation in whom management of the
corporation is vested pursuant to article 2.14C of the Texas
Non-Profit Corporation Act.
D. [ ] Its members
E. [ ] Its managers
F. [ ] The limited partnership
/s/ [NAME ILLEGIBLE]
-----------------------------------------
(Authorized Officer of Corporation)
(Authorized Member or Manager of LLC)
(General Partner of Limited Partnership)
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF TEXAS
JUL 01 1996
CORPORATIONS SECTION
[SEAL] OFFICE OF THE SECRETARY OF STATE
CORPORATIONS SECTION
P.O. Box 13697
Austin, Texas 78711-3697
--------------------------------------------------------------------------------
STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT
1. The name of the entity represented is Great Western Directories, Inc.
The entity's file number is 00694569-00
2. The address at which the registered agent has maintained the registeres
office address for such entity is: (Please provide street address, city,
state and zip code presently shown in the records of the secretary of
state.)
811 Dallas Avenue, Houston, Texas 77002
3. The address at which the registered agent has maintained the registeres
office address for such entity is: (Please provide street address, city,
state and zip code presently shown in the records of the secretary of
state. The address must be in Texas.)
1021 Main Street, Suite 1150, Houston, Texas 77002
4. Notice of the change of address has been given to said entity in writing
at least 10 business days prior to the submission of this filing.
Date: June 16, 2000
CT Corporation System
----------------------
Name of Registered Agent
/s/ [NAME ILLEGIBLE]
---------------------
Signature of Registered Agent
IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, COMPLETE THE FOLLOWING
ACKNOWLEDGEMENT. AN ACKNOWLEDGEMENT IS NOT REQUIRED IF THE ENTITY IS A
CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.
State of Texas Section
County of _____ Section
This instrument was acknowledged before me on ________________________ by
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(Notary Seal)
__________________________
Signature of Notary
Notary Public, State of New York
ARTICLES OF MERGER
OF
WPZ HOLDINGS, INC. AND BIG STUFF, INC.
WITH AND INTO
GREAT WESTERN DIRECTORIES, INC.
To the Secretary of State
State of Texas
Pursuant to the provisions of the Texas Business Corporation Act, the
corporations herein named do hereby adopt the following articles of merger:
1. The constituent business corporations participating in the merger herein
certified (the "Merger") are:
(i) WPZ Holdings, Inc., which is incorporated under the laws of the
State of Delaware;
(ii) Big Stuff, Inc., which is incorporated under the laws of the State
of Texas; and
(iii) Great Western Directories, Inc., which is incorporated under the
laws of the State of Texas.
2. A Plan of Merger has been approved, adopted, certified, executed and
acknowledged by each of the aforesaid constituent corporations.
3. Great Western Directories, Inc. shall be the surviving corporation in the
Merger.
4. The certificate of incorporation of Great Western Directories, Inc., as
now in force and effect, shall continue to be the certificate of
incorporation of said surviving corporation until amended and changed in
the manner prescribed by the Texas Business Corporation Act.
5. The executed Plan of Merger between the aforesaid constituent corporations
is on file at the principal place of business of the aforesaid surviving
corporation, the address of which is as follows: 6801 Gaylord Parkway,
Suite 300, Frisco, TX 75034.
6. A copy of the aforesaid Plan of Merger will be furnished by the aforesaid
surviving corporation, on request, and without cost, to any stockholder of
each of the aforesaid constituent corporations.
7. The Plan of Merger was approved by WPZ Holdings, Inc. by all action
required by the laws of the State of Delaware and by its constituent
documents.
8. The Plan of Merger was approved by written consent of the sole shareholder
of Big Stuff, Inc., in accordance with the provisions of Article 9.10 of
the Texas Business Corporation Act, and any written notice required by
that Article has been given.
9. The number of shares of Big Stuff, Inc. which were outstanding at the time
of the approval of the Plan of Merger by its shareholders is 1,000, all of
which are of one class. 1,000 shares were voted for the Plan of Merger. No
shares were voted against the Plan of Merger.
10. Shareholder approval by Great Western Directories, Inc. is not required by
Article 5.03.
11. Great Western Directories, Inc. will be responsible for the payment of all
fees and franchise taxes as required by law, and will be obligated to pay
such fees and franchise taxes if the same are not timely paid.
12. The Merger shall be effective at 5 p.m. on December 31, 2000.
Dated: December 8, 2000 WPZ HOLDINGS, INC.
By: /s/ Michael A. Pruss
-----------------------------
Michael A. Pruss, Secretary
BIG STUFF, INC.
By: /s/ Michael A. Pruss
----------------------------
Michael A. Pruss, Secretary
GREAT WESTERN DIRECTORIES, INC.
By: /s/ Michael A. Pruss
-----------------------------
Michael A. Pruss, Secretary