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ARTICLES OF MERGER OF
HMS JEWELRY CO., LTD. AND
HMS OPERATING COMPANY
WITH AND INTO
GDOL ACQUISITION , INC.
Pursuant to the provisions of Article 5.01 of the Texas Business
Corporation Act, HMS JEWELRY CO., LTD., a Texas limited partnership ("HMSLTD"),
HMS OPERATING COMPANY ("HMSOP"), a Texas corporation and GDOL ACQUISITION, INC.,
a Texas corporation ("GDOL"), adopt the following Articles of Merger for the
purposes of merging HMSLTD and HMSOP with and into GDOL.
1. An Agreement and Plan of Merger ("Plan of Merger") was adopted in
accordance with the provisions of Article 5.03 of the Texas Business Corporation
Act providing for the merger of HMSLTD and HMSOP with and into GDOL, which will
result in GDOL being the surviving corporation (the "Surviving Corporation") to
be governed by the laws of Texas.
The name of each of the undersigned corporations, the type of such
corporation and the laws under which such corporation was organized are:
<TABLE>
<CAPTION>
Name of Corporation Type of Entity State
------------------- -------------- -----
<S> <C> <C>
HMSLTD Limited Partnership Texas
HMSOP Business Corporation Texas
GDOL Business Corporation Texas
</TABLE>
2. The shareholders of HMSOP approved the Plan of Merger by written
consent effective as of October 10, 2000. Harry M. Schmidt owns 1,000 shares of
common stock (the only class of shares entitled to vote on the Plan of Merger)
of HMSOP, constituting 100% of the issued and outstanding shares of common stock
of HMSOP. The Plan of Merger was authorized by all action required by the laws
under which it was formed or organized and by its constituent documents.
3. HMSOP as the sole general partner of HMSLTD approved the Merger on
behalf of HMSLTD in a manner authorized by the Agreement of Limited Partnership
of HMSLTD. The Plan of Merger was authorized by all action required by the laws
under which it was formed or organized and by its constituent documents.
4. GDOL only has one class of authorized capital stock, designated as
common stock, $0.01 par value per share. There were 10,000 shares of such common
stock, constituting 100% of the issued and outstanding common stock of GDOL,
outstanding and entitled to vote for or against the Plan of Merger. All 10,000
shares of common stock were voted "for" approval of the Plan of Merger. The Plan
of Merger was authorized by all action required by the laws under which it was
formed or organized and by its constituent documents.
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5. GDOL, as the Surviving Corporation, agrees to be responsible for the
payment of all fees and franchise taxes due and payable by HMSOP.
6. The Articles of Incorporation of the Surviving Corporation, GDOL,
are amended to change the name of the Surviving Corporation to "HMS Jewelry
Company, Inc."
7. The executed Plan of Merger is on file at the principal place of
business of the Surviving Corporation at 4385 Sunbelt Drive, Addison, Texas
75244.
8. A copy of such Plan of Merger will be furnished by the Surviving
Corporation on written request and without cost to any shareholder of each
domestic corporation or any partner of each domestic limited partnership that is
a party to the Plan of Merger or to any creditor or obligee of the parties to
the Merger at the time of the Merger if such obligation is then outstanding.
Dated effective as of October 26, 2000.
HMS JEWELRY CO., LTD.
By: HMS OPERATING COMPANY,
Its General Partner
By: /s/ Harry M. Schmidt
---------------------------------
Harry M. Schmidt, President
HMS OPERATING COMPANY
By: /s/ Harry M. Schmidt
---------------------------------
Harry M. Schmidt, President
GDOL ACQUISITION, INC.
By: /s/ James G. Gordon
---------------------------------
James G. Gordon, President
