<PAGE>
Exhibit 99.1
CERTIFICATE OF OWNERSHIP AND MERGER
OF SDK INCORPORATED INTO
SLOUGH PARKS INCORPORATED
The undersigned, SLOUGH PARKS INCORPORATED, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), in
accordance with Section 253 of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That it was organized pursuant to the provisions of the General
Corporation Law of the State of Delaware on October 7, 1976 and that its
Delaware file identification number is 0829805.
SECOND: That it owns all of the outstanding shares of the capital stock
of SDK Incorporated (the "Subsidiary"), a corporation organized pursuant to the
General Corporation Law of the State of Delaware on July 30, 1979, and whose
Delaware file identification number is 0876657.
THIRD: That its Board of Directors, by unanimous written consent,
adopted the following resolutions to merge the Subsidiary into the Corporation:
NOW, THEREFORE, BE IT RESOLVED, that, the Subsidiary shall be
merged with and into the Corporation, and that upon completion of the
Merger, the separate corporate existence of the Subsidiary shall cease,
and the Corporation shall succeed, without other transfer, to all of
the rights and properties of the Subsidiary and shall be subject to all
of the debts and liabilities of the Subsidiary in the same manner as if
this Corporation had itself incurred them.
FURTHER RESOLVED, that upon completion of the Merger, each share
of capital stock of the Subsidiary shall be surrendered and canceled.
FURTHER RESOLVED, that the Corporation shall register to do
business in each state in which the Subsidiary was registered to do
business.
FURTHER RESOLVED, that any officer or officers of this Corporation
are hereby authorized and empowered to take all such action and to
execute and deliver all such other documents as they, or any of them,
may deem necessary or appropriate in their discretion to accomplish and
carry out the purpose and intent of the foregoing resolutions, with the
doing of such acts being conclusive evidence of the exercise of such
discretion.
FURTHER RESOLVED, that these resolutions may be signed in
counterparts, each of which shall be deemed an original, and which
together shall constitute one and the same resolutions.
FOURTH: That this Merger shall become effective upon the filing by
and in the office of the Delaware Secretary of State of this Certificate of
Ownership and Merger.
<PAGE>
IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by its president and attested by its assistant secretary on this 30th day
of October, 1997.
SLOUGH PARKS INCORPORATED
By: /s/ Marshall D. Lees
-------------------------------
Marshall D. Lees, President
ATTEST:
By: /s/ Peter H. Fritts
----------------------------------------
Peter H. Fritts, Assistant Secretary
2
