ARTICLES OF MERGER
OF
PARKS AMERICA! INC. (Washington Parent)
INTO
PARKS AMERICA! INC. (Nevada Subsidiary)
The undersigned corporations, pursuant to the provisions of Section
23B.11.010 of the Washington Business Corporations Act hereby execute the
following Articles of Merger:
FIRST: The name of the surviving corporation is PARKS AMERICA! INC.
(the "Nevada Company") and the place of its incorporation is the State of
Nevada. The name and place of incorporation of the corporation being merged
into the surviving corporation is PARKS AMERICA! INC., (the "Washington
Company"), incorporated in Washington, the laws of which permit this
merger. The principal place of business of the Nevada Company is 440
Louisiana, Suite 475, Houston, Texas 77002; and of the Washington Company
is 220 East State Street, Eagle, Idaho 83616.
SECOND: A plan of merger was adopted by the board of directors of each
corporation that is a party to this merger.
THIRD: The plan of merger was approved by unanimous vote of the
shareholders of the Nevada Company, and by the affirmative vote of the
required percentage of all shareholders of the Washington Company pursuant
to Section 23B.11.030 as follows:
Number of Shares Shares Voted For Shares Voted Against
Outstanding Merger Merger
17,084,017 12,813,645 0
FOURTH: Neither the Articles of Incorporation of the Nevada Company
nor the Washington Company were amended.
FIFTH: The complete executed plan of merger is hereinafter set forth
in its entirety:
<PAGE>
A. The corporations proposing to merge are PARKS AMERICA!
CORPORATION, (the "Washington Company" or "Parent"), a Washington
corporation and PARKS AMERICA! INC. (the "Nevada Company" or
"Subsidiary"), a Nevada corporation. The Washington Company, or
Parent, is the sole shareholder of the Nevada Company. The Nevada
Company shall be the surviving corporation of the merger.
B. Upon approval of this plan of merger by the shareholders of
both the Nevada Company and the Washington Company, Articles of Merger
shall be filed with the Secretaries of State of Nevada and Washington.
Upon receipt and filing of said Articles of Merger and the issuance of
Certificates of Merger by said states, the separate existence of the
Parent shall cease; and Subsidiary, the Nevada Company, shall succeed
to all the rights and property of the Washington Company and shall be
subject to all the debts and liabilities of the Washington Company.
C. All shares of the Washington Company shall be entitled to be
exchanged for shares of the Nevada Company at the rate of one Nevada
Company common share for each common share of the Washington Company.
No fractional shares of the Nevada Company stock will be issued
pursuant to this plan of merger. Instead any fractional share
otherwise issuable shall be rounded up or down to the nearest whole
number of shares. All shares of the Nevada Company stock outstanding
prior to the merger shall be canceled.
D. The Articles of Incorporation of the surviving corporation
shall be the Articles of Incorporation of the Nevada Company
immediately prior to the effective date of the merger without
amendment or change.
SIXTH: All corporations party to this merger have complied with laws of
their respective jurisdiction of incorporation concerning this merger.
SEVENTH: These Articles may be executed in multiple counterparts, each of
which shall be deemed an original and all of which taken together shall be but a
single instrument.
<PAGE>
PARKS AMERICA! INC.
(The Washington Company)
/s/
By: Larry Eastland
Title: President and CEO
/s/
By: Mark Stubbs
Title: Secretary
State of Washington
County of
On May ___, 2000, personally appeared before me, a Notary Public, Larry
Eastland, who acknowledged that he executed the above instrument as President of
PARKS AMERICA! INC., the Washington Company.
/s/
Signature of Notary
Printed Name:
Commission Expires:
State of Washington
County of
On May ___, 2000, personally appeared before me, a Notary Public, Mark
Stubbs, who acknowledged that he executed the above instrument as Secretary of
PARKS AMERICA! INC., the Washington Company.
/s/
Signature of Notary
Printed Name:
Commission Expires:
PARKS AMERICA! INC.
(The Nevada Company)
/s/
By: Hank Vanderkam
Title: President
/s/
By: Michele Hanlon
Title: Secretary
<PAGE>
State of Texas
County of Harris
On May ___, 2000 personally appeared before me, a Notary Public, Hank
Vanderkam, who acknowledged that he executed the above instrument as President
of PARKS AMERICA! INC., the Nevada Company.
/s/
Signature of Notary
Printed Name:
Commission Expires:
State of Texas
County of Harris
On May ___, 2000 personally appeared before me, a Notary Public, Michele
Hanlon, who acknowledged that she executed the above instrument as Secretary of
PARKS AMERICA! INC., the Nevada Company.
/s/
Signature of Notary
Printed Name:
Commission Expires:
