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EXHIBIT 3.3
CERTIFICATE OF OWNERSHIP AND MERGER
OF
TUCKER ANTHONY SUTRO, INC.
(A DELAWARE CORPORATION)
INTO
FREEDOM SECURITIES CORPORATION
(A DELAWARE CORPORATION)
Pursuant to Section 253 of the Delaware General Corporation Law,
FREEDOM SECURITIES CORPORATION, a corporation organized and existing under the
laws of the State of Delaware, does hereby certify:
FIRST, that Freedom Securities Corporation (hereinafter
sometimes referred to as the "Corporation") is a business corporation of the
State of Delaware.
SECOND, that the Corporation is the owner of all of the
outstanding shares of stock of TUCKER ANTHONY SUTRO, INC., which is also a
business corporation of the State of Delaware.
THIRD, that this Corporation by the following resolutions duly
adopted by unanimous written consent of its Board of Directors on February 29,
2000, authorized the merger of TUCKER ANTHONY SUTRO, INC. into the Corporation:
RESOLVED, that pursuant to Section 253 of the General
Corporation Law of Delaware, Tucker Anthony Sutro,
Inc., a wholly-owned subsidiary of the Corporation
(the "Subsidiary"), shall be merged with and into the
Corporation (the "Merger") and that all of the
estate, property, rights, privileges, powers and
franchises of such Subsidiary shall be vested in and
held and enjoyed by this Corporation as fully and
entirely and without change or diminution as the same
were before held and enjoyed by Tucker Anthony Sutro,
Inc., in its name;
RESOLVED, that the effective time of the Merger shall
be at the time specified in the Certificate of
Ownership and Merger to be filed with the
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Secretary of State of the State of Delaware;
RESOLVED, that, upon the effectiveness of the Merger,
the Corporation shall assume all of the obligations
of the Subsidiary, and each share of stock of the
Subsidiary outstanding immediately prior to the
effective time of the Merger shall be canceled;
RESOLVED, that, upon the effectiveness of the Merger,
the name of the Corporation shall be changed to
TUCKER ANTHONY SUTRO; and
FURTHER RESOLVED, that the officers of the
Corporation, or any of them in the name and on behalf
of the Corporation, hereby are authorized and
directed to execute and file and/or record the
documents prescribed by the laws of the State of
Delaware and any other appropriate jurisdiction and
to cause to be performed all actions as they deem
necessary or appropriate to carry out and effectuate
the purpose of these resolutions, and that the
actions of any officer of the Corporation authorized
by the foregoing resolutions or which would have been
authorized by the foregoing resolutions except that
such actions were taken prior to the adoption of such
resolutions be, and they hereby are, ratified,
confirmed, approved and adopted as actions of the
Corporation.
FOURTH, that in accordance with the authority granted in said
resolutions this Certificate of Ownership and Merger is being filed with the
Secretary of State of the State of Delaware in order to effect such merger as of
9:00 A.M. on April 19, 2000.
Executed on April 17, 2000
FREEDOM SECURITIES CORPORATION
By: /s/ KEVIN J. MCKAY
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Name: Kevin J. McKay
Title: Secretary
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