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Home My WebLink About1979-12-14 Documentation of Merger - McDonalds and Franchise Realty Ownership VJ: T 131 F'1600 CERTIFICATE OF OWNERSHIP AND MERGER MERGING FRANCHISE REALTY CORPORATION, GOLDEN ARCH REALTY CORPORATION, AND FRANCHISE REALTY INTERSTATE CORPORATION INTO McDONALD'S CORPORATION (Pursuant to Section 253 of the General Corporation Law of Delaware) McDONALD'S CORPORATION, a corporation organized and exist- ing under the laws of Delaware, DOES HEREBY CERTIFY: FIRST: That this corporation was incorporated on the 21st day of December, 1964, pursuant to the provisions of the General Corporation Law of the State of Delaware. SECOND: That this corporation owns 100% of the capital stock of 1) Franchise Realty Corporation, a corporation incorporated on the 31st day of January, 1958 pursuant to the provisions of the General Corporation Act of the State of Indiana, 2) Golden Arch Realty Corporation, a corporation incorporated on the 30th day of August, 1967, pursuant to the provisions of the General Corporation Law of the State of Delaware, and 3) Franchise Realty Interstate Corporation, a corporation incorporated on the 14th day of December, 1960, pursuant to the Business Corporation Act of the State of Illinois. THIRD: That this corporation, by the following reso- lutions of its Board of Directors, duly adopted at a meeting held on December 11, 1979, filed with the minutes of the Board, determined to merge into itself said Franchise Realty Corporation, Golden Arch , Realty Corporation and Franchise Realty Interstate Corporation: WHEREAS, at its regular meeting held on October 13, 1976, this Board authorized the merger of nine of its subsidiaries into itself; and • v0 T131 'A E601 WHEREAS, it is now deemed advisable and in the best interests of this Corporation that the mergers of certain of the aforementioned subsidiaries be accomplished in the manner set forth in the "Plan of Merger" ... presented to the Board at this meeting; NOW, THEREFORE, BE IT RESOLVED, That: (1) The merger of Franchise Realty Interstate Corporation (an Illinois corporation), Franchise Realty Corporation (an Indiana corporation) and Golden Arch Realty Corporation (a Delaware corporation) into this Corporation is hereby approved and authorized and the Plan of Merger presented to this meeting is approved and adopted, sub- stantially in the form presented to this meeting with such changes therein as Richard J. Boylan, Senior Executive Vice President, and Donald P. Horwitz, Executive Vice President, (the "Appropriate Officers ") deem necessary and proper. The Appropriate Officers, or either of them, and Robert B. Ryan, Vice President and Assistant Secretary, and Burton D. Cohen, Assistant Vice President and Assistant Secretary, (the "Attesting Officers ") or either of them, are hereby authorized, empowered and directed in the name and on behalf of this Corporation and under its seal to execute said Plan and to cause the same to be filed in the offices of the Secretaries of State of Delaware, Illinois and Indiana. (3) The Appropriate Officers and the Attesting Officers are hereby authorized and directed to execute, in the name and on behalf of this Corporation and under its corporate seal or otherwise, and to deliver any and all agreements, certificates, applications, or other instruments and to take from time to time any and all such other action necessary or desirable to carry out the purposes of the foregoing reso- lutions. IN WITNESS WHEREOF, said McDONALD'S CORPORATION has caused this certificate to be signed by Donald P. Horwitz, its Executive Vice President and attested by Burton D. Cohen, its Assistant Secretary, this 14th day of December , 1979. McDON' 'D'S COO P•RATIOtj By. ti - /. Executiv- V ce Pr dent ATTEST: PLAN OF MERGER vol T MAC; 602 PLAN OF MERGER made this 14th day of December 1979, by and between McDONALD'S CORPORATION, a Delaware corporation, hereinafter called the "Surviving Corporation ", and FRANCHISE REALTY CORPORATION, an Indiana corporation; FRANCHISE REALTY INTERSTATE CORPORATION, an Illinois corporation; and GOLDEN ARCH REALTY CORPORATION, a Delaware corporation, hereinafter called the "Merging Corporations ". The Surviving Corporation owns all of the outstanding stock of the Merging Corporations and such corporations are desirous of simplifying their business procedures, bookkeeping and administrative structure and of eliminating duplicative functions. FIRST: The Merging Corporations shall merge into the Surviving Corporation and upon the effective date of such merger, as hereinafter specified, the Merging Corporations shall cease to exist and shall no longer exercise their powers, privileges and franchises subject to the laws of the States of their incorporation. The Surviving Corporation shall succeed without further act or deed, to all the property, rights, privileges, franchises, patents, trademarks, licenses, registrations and other assets of every kind and description of the Merging Corporations, and shall assume and be liable for all of the debts and liabilities, if any, of the Merging Corporations. SECOND: This merger shall become effective on January 1, 1980, at 12:01 a.m., except in the State of Illinois. In Illinois, January 1, 1980, at 12:01 a.m., shall be the effective date of the merger for accounting purposes only. vo: T131 farE THIRD: Franchise Realty Corporation and Franchise Realty Interstate Corporation each have a capitalization of 100 shares of Common Stock, without par value, of which 100 shares --ar i s s t�e� --a ►d o u t c-t-a- -i- 9 . Cel de n Ar - - . • • _ ' • , • . a capitalization of 5,000 shares of common stock, without par value, of which 952 shares are issued and outstanding. The shares of the Merging Corporations shall not be con- verted into shares of the Surviving Corporation, but shall be can- celled and the authorized capital stock of the Surviving Corporation shall not be changed, but shall be and remain the same as before the merger. FOURTH: The State of incorporation of the Surviving Cor- poration is and will remain the State of Delaware. The Certificate of Incorporation of the Surviving Corporation, as heretofore amended and as in effect on the date of the merger hereinabove specified, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger. FIFTH: The by -laws of the Surviving Corporation as they shall exist on the effective date of this merger shall be and remain the by -laws of the corporation surviving this merger until the same shall be altered, amended or repealed as therein provided. SIXTH: The directors and officers of the Surviving Corporation shall continue in office until the next annual meeting of stockholders and until their successors shall have been elected and qualified. SEVENTH: The Merging Corporations and the Surviving Corporation shall take, or cause to be taken, all action, or do or -2- vo! T 131 F E604 cause to be done, all things necessary, proper or advisable under the laws of the State of Delaware, and the laws of the States of incorporation of the Merging Corporations, to consummate and make he meLger. This Plan has been duly authorized by the respective Boards of Directors of the Surviving Corporation, in accordance with the laws of the State of Delaware, and of the Merging Cor- porations, in accordance with the laws of the States of incor- poration of the Merging Corporations, and is signed and sealed by the duly authorized officers of each corporation as of the day and year first written above. McDON LD'S CO, P RATION EST : - �,. Vice Pre ident Assistant ecreta y FRANC7 ISE REA TYY CORPO TION �/ 2- 1 AST: ` By ' Vice P esident Assistant Secre - • FRANCH SE REAI4Y NTERSTATE CORPORATION ATTEST: By .4( I/ '� -z- • Pr Vice Pr-sidenti �y ssis an etar GOLDEN•ARCH RE T CORPOR•TION ATTEST: By . Lc /// /7 _\ Vice President Assistari -3- {s Sok ( .r + State of D ELAW ,F .40.04-QQ, Office of SECRETARY OF STATE J Glenn C. Kenton JeeAeza , Yzate, gelaurczxe P a Aexely, ce"`i` that the a/ele, ar l uxe ca. a, true and caXrcecc cafe, Certificate of Ownership of the "McDONALD'S CORPORATION ", a corporation organized and existing under the laws of the State of Delaware, merging "FRANCHISE REALTY CORPORATION ", a corporation organized and existing under the laws of the State of Indiana, "GOLDEN ARCH REALTY CORPORATION ", a corporation organized and existing under the laws of the State of Delaware and "FRANCHISE REALTY INTERSTATE CORPORATION ", a corporation organized and existing under the laws of the State of Illinois, pursuant to Section 253 of the General Corporation Law of the Delaware, as received and filed in this office the twenty -first day of December, A.D. 1979, at 10 o'clock A.M. In Testimony Whereof, J AeAvArito, Jet me Aid an d # seal al gacapx dzie. twenty -first December tn dte tyeax e aux a/t G�,aucdand nuze Tian i,ea and seventy -nine. [ CE(Vci) FOR RECORD /A4k. ( /C%- LEO J. DUGAN, Jr., Recorder Glenn C. Kenton. Secretary of State