STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF MERGER
OR SHARE EXCHANGE
Pursuant to ss.33-11-105 of he 1976 South Carolina Code, as amended,
the undersigned as the surviving corporation in a merger or the acquiring
corporation in a share exchange, as the case may be, hereby submits the
following information:
1. The name of the surviving or acquiring corporation is Premier Express Claims,
Inc.
2. Attached hereto and made a part hereof is a copy of the Plan of Merger or
Share Exchange (see ss.ss.33-11-101 (merger) 33-11-102 (share exchange),
33-110104 (merger of subsidiary into parent) 33-11-107 (merger or share exchange
with a foreign corporation), and 33-11-108 (merger of a parent corporation into
one of its subsidiaries).
3. Complete the following information to the extent it is relevant with respect
to each corporation which is a party to the transaction.
(a) Name of the corporation Premier Express Claims, Inc.
Complete either (1) or (2), whichever is applicable:
(1) ___ Shareholder Approval of the merger or stock exchange was not
required (Seess.ss.33-11-103(h), 33-11-104(a), and 33-11-108(a)).
(2) X The Plan of Merger or Share Exchange was duly approved by
shareholders of the corporation as follows:
Number of Number of Number of Votes Number of Undisputed*
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the meeting For Against
------ ---------- ------------- -------- ------- --------
Common 1,000 1,000 1,000 1,000 -0-
(b) Name of the corporation EAUTOCLAIMS.COM ACQUISITION CORPORATION
Complete either (1) or (2), whichever is applicable:
(1) ___ Shareholder approval of the merger or stock exchange was not
required (Seess.ss.33-11-103(h), 33-11-104(a), and 33-11-108(a)).
(2) X The Plan of Merger or Share Exchange was duly approved by
shareholders of the corporation as
follows:
Number of Number of Number of Votes Number of Undisputed*
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the meeting For Against
------ ---------- ------------- -------- ------- --------
Common 1,000 1,000 1,000 1,000 -0-
*NOTE: Pursuant to the Section on 33-11-105(a)(3)(11), the corporation can
alternatively state the total number of undisputed shares cast for the
amendment by each voting group together with a statement that the
number cast for the amendment by each voting group was sufficient for
approval by that voting group.
(c) Name of the corporation N/A Complete either (1) or (2), whichever
is applicable:
(1) ___ Shareholder approval of the merger or stock exchange was not
required (Seess.ss.33-11-103(h), 33-11-104(a), and 33-11-108(a)).
(2) ___ The Plan of Merger or Share Exchange was duly approved by
shareholders of the corporation as follows:
Number of Number of Number of Votes Number of Undisputed*
Voting Outstanding Votes Entitled Represented at Shares Voted
Group Shares to be Cast the meeting For Against
------ ---------- ------------- -------- ------- --------
4. Unless a delayed date is specified, the effective date of this document shall
be the date it accepted for filing by the Secretary of State (See
ss.ss.33-1-230(b)): N/A
Date: 6-27-00 PREMIER EXPRESS CLAIMS, INC.
----------------------------
(Name of the Surviving or Acquiring Corporation)
By:______________________________
(Signature and Office)
---------------------------------
(Type or Print Name and Office)
FILING INSTRUCTIONS
1. Two copies of this form, the original and either a duplicate original or a
conformed copy, must be filed.
2. Filing fee payable to the Secretary of State at the time of filing of this
document.
Filing Fee $ 10.00
Filing Tax $100.00
3. TWO COPIES OF THE PLAN OF MERGER OR SHARE EXCHANGE MUST BE FILED WITH THIS
FORM AS AN ATTACHMENT
*NOTE: Pursuant to the Section on 33-11-105(a)(3)(11), the corporation can
alternatively state the total number of undisputed shares cast for the
amendment by each voting group together with a statement that the
number cast for the amendment by each voting group was sufficient for
approval by that voting group.
