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:
<TABLE>
Number of Shares Outstanding Shares Voted For Merger Shares Voted Against Merger
<S> <C> <C>
17,084,017 12,813,645 0
</TABLE>
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:
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.
<PAGE>
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)
-----------------------------------
By: Larry Eastland
Title: President and CEO
-----------------------------------
By: Mark Stubbs
Title: Secretary
State of )
)
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.
--------------------------
Signature of Notary
Printed Name:
Commission Expires:
State of )
)
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.
--------------------------
Signature of Notary
Printed Name:
Commission Expires:
<PAGE>
PARKS AMERICA! INC.
(The Nevada Company)
-------------------------
By: Hank Vanderkam
Title: President
-------------------------
By: Michele Hanlon
Title: Secretary
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.
---------------------------
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.
----------------------------
Signature of Notary
Printed Name:
Commission Expires:
