EXHIBIT 1
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
LITTLEFIELD CORPORATION
INTO
AMERICAN BINGO & GAMING CORP.
Pursuant to the provisions of Section 253 of the Delaware General
Corporation Law, the undersigned, American Bingo & Gaming Corp., a Delaware
corporation (the "PARENT CORPORATION"), and Littlefield Corporation, a Delaware
corporation (the "SUBSIDIARY CORPORATION"), hereby certify as follows:
FIRST: The name of the Parent Corporation is American Bingo & Gaming
Corp., a Delaware corporation, and the name of the Subsidiary Corporation
merging into the Parent Corporation is Littlefield Corporation, a Delaware
corporation.
SECOND: The number of shares of capital stock of the Subsidiary Corporation
outstanding are 1,000 shares of common stock, par value $0.01 per share, all of
which are owned by the Parent Corporation.
THIRD: A copy of the resolution of the Board of Directors of the Parent
Corporation to merge the Subsidiary Corporation into the Parent Corporation and
change the name of the Parent Corporation to Littlefield Corporation was adopted
on May 31, 2000, is attached hereto as Exhibit A.
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FOURTH: Effective upon the filing of this Certificate of Ownership and
Merger, the name of the Parent Corporation shall be changed to Littlefield
Corporation.
FIFTH: The effective date of this merger shall be June 1, 2000.
EXECUTED on the 31st day of May, 2000.
AMERICAN BINGO & GAMING CORP.
By:
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Jeffrey L. Minch
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EXHIBIT A
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RESOLUTIONS OF THE
BOARD OF DIRECTORS
OF
AMERICAN BINGO & GAMING CORP.
RESOLVED, that the Corporation merge its wholly owned subsidiary,
Littlefield Corporation, a Delaware corporation (the "SUBSIDIARY"), with and
into the Corporation-, that the separate existence of the Subsidiary cease, and
effective with said merger, the name of the Corporation be changed to
Littlefield Corporation;
RESOLVED FURTHER, that the effective date of the merger shall be June 1,
2000.
RESOLVED FURTHER, that the proper officers of the Corporation be, and each
of them hereby is, authorized, empowered, and directed to execute and
acknowledge in the name and on behalf of the Corpora-tion a Certificate of
Ownership and Merger in accordance with Section 253 of the Delaware General
Corporation Law, and to cause such executed Certificate of Ownership and Merger
to be filed in the office of the Secretary of State of the State of Delaware.
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