HomeMy WebLinkAbout896999State:
County:
Affiant:
AFFIDAVIT OF MERGER
896999
OKLAHOMA
TULSA
CRAIG DOLINSKY
RECEIVED
LINCOLN COUNTY CLERK
0l, FEI:3 33 Zff~, 1O: 5'/
JEANNE WAGNER
,: ooK 54 r^o 32
Affiant on oath swears that the following statements are true:
Craig' Dolinsky, of lawful age,. being first duly sworn, states:
Affiant is Vice President, Land. of PetroCorp Incorporated, the surviving corporation
of the Merger of P.~,_t_[.o..C....o..r.p...Acqui~_n c~ .m. PjL[L~ and Southern Mineral Corporation
both 'with and into PetroCorp Incorporated under the name of PetroCorp
Incorporated.
That attached hereto on Exhibit "A", "b" and "C" are true and correct copies of the
following certified copies of the Certificates of Merger:
Exhibit "A" - State of Delaware Secretary of State certified copy of the
_..~:ertificate of Merger of Amerac Energy Corporation, a Delaware
corporation, into Southern Mineral Corporation, a Nevada corporation).
Exhibit "B" - State of Delaware Secretary of State certified copy of the
Certificate of Merger of Southern Mineral Corporation, a Nevada
corporation) into PetroCorp Acquisition Company, a Delaware Corporation.
Exhibit "C" - State of Delaware Secretary of State certified copy of the
Certificate of Ownership-and Merger Merging PetroCorp Acquisition
Company, a Delaware corporation, into PetroCorp Incorporated, a Texas
corporation.
That PetroCorp Incorporated is the owner of an undivided interest in the following
lands (the "Lands") in the Exhibit "D" attached hereto the further describes the lands.
4. Further Affiant sayeth not.
-,. ~':.
Affiant
SuDscdbeO anO sworn to before me this 26TM Oay of J^NUAR¥, 2004.
MV.~'e~m'i.e~:i:o. EI,E~Djl:~s..~,0,1/134/07 NOTARY PUBLI~~j~~'
-~ .......... , ...:,,~ ,~ ~'~...,
'((] ~' - ..... '~'~¢ ~ ' 02019855 J~ SPRADL~/'
~', . '-,-~ ~r"mU~AL SEAL
Exhibit "A" - Attached hereto and made a pad hereof to that
certain Affidavit of Merger dated January 26, 2004
State of Delaware
OffiCe of the Secreta~ of State ~A~S ~
,33O
I, HARRIET SMITH WINDSOR, SEC!KETARY OF STATE OF THE STATE OF
DT~LAWA_RE, DO W. EP. EBY C~i~TIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF ~fHg CERTIFICATE OF I~ERGER, WHICH M]SRGES:
:'/LMERAC ENERGY CORPOP. kTION", A DELAWARE CORPORATION,
WITH AND INTO "SOUTHERN MINERAL CORPORATION" UNDER THE NAM]Z
OF "SOUTHERN MINERAL CORPORATION", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS .OF THE STATE OF NEVADA, AS P. ECEIVED /LND
~ILED IN THIS OFFICE TIlE TENTH DAY OF AUGUST, A.D. 2000, AT
11:50 O'CLOCK A.M.
2129356 8100M
010535039
AUTHENTICATION: 1410614
DATE' 10-25-01
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:50 AM 08/10/2000
001405478 - 2129356
CERTIFICATE OF MERGER
of
AM2ERA. C ENERGY CORPORATION
a Delaware corporation
INTO
SOUTItERN M/NERAL CORPORATION - a Nevada corporation
331
Pursuant to Section 252 of the Delaware General Corporation Law ("I)GCL"), Amerac
Enei~;-y Corl_w, ra-".ion, a Delaware cot-potation, as the merging entity, does hereby deliver the
following Ccrtificate of Mergcr:
Article I
Thc constituent entities to the merger arc (i) Amerac Energy Corporation, a Delaware
corporation v, dth anaddress at 1201 Louisiana Street, Suite 3350 Houston, Texas 77002 (the
"Meixing Ent~"'), as the merging entity, and (ii) Southern Mineral Corporation, a Nevada
corporation Mth an address at 1201 Louisiana Street, Suite 3350 Houston, Texas 77002 (the
"SuT~viving Entity"), as the surviving entity (each, a "Constituent Entity" and together, the
"Constituent Entities").
Article II
The merger of the Constituent Entities has been approved by, a.nd shall occur pursuant to
the Debtors'Second Amended Plan of Reorganization Filed May 2, 2000, as amended on June
l 9, 2000 by the Modification to Debtors'Second Amended Plan of Reorganization Filed May 2,
2000, on .June 29, 2000 by the Second Modi. fican'on to Debtors' Second Amended Plan 'of
Reorganization Filed May 2, 2000, and on July 5, 2000 by the Third Modification to Debtors'
SeCOnd Amended Plan of Reorganization Filed May 2, 2000 (as the same may be further
amended, modified, or supplemented from time to time, the "Plan"), by the United States
Bankruptcy Court for the Southern Division of Texas, Victoria Division. The Constituent
Entities arc each parties to the Plan.
Article HI
The Articles of InCorporation of the Surviving Entity shall be amended as a result of the
~
Article IV
Pm'suant to DGCL Section 252, the Surviving Entity, hereby agrees that it may be served
with process in Delaware in any proceeding for enforcement of any obligation of any constituent
corporation of Delaware, as well as for the enforcement of any obligation of the Surviving Entity
03201g.00~8 IIOU.RTON 13't2B4 ¢2
332
arising from the merger, including any suit or other proceeding to enforce the right of any
stockholders as determined in appraisal proceedings pursuant to Section 262 of the DGCL, and
hereby irrevocably appoints the Secretary of Slate of the State of Delaware as its agent to accept
service of process in any such suit or other proceedings. A copy of such process shall be mailed
to the Surviving Entity at the following address:
Southern Miner,'d Corporation
1201 Louisiana Street, Suite 3350
Houston, Texas 77002
Article V
Since the entire Plan is not set forth herein, the complete executed Plan is on file at the
office of the Surviving Entity' at 1201 Louisiana Street, Suite 3350, Houston, Texas 77002. A
cc. py of the complete executed Plan wilt be fiu'nished by the Surviving Entity, on request and
without cost, to any stockholder of ,any Constituent Entity.
Article VI
This merger shall become effective upon thc filing of the Certificate of Merger with the
Secretary of State of the State of Delaware.
Articlc VII
This Certificate of Merger may be executed in one or more counterparts, each of which
shall be deemed an executed original and all of which together shall constitute one and the same
i. astrument.
g1521}11~.0oI8 11~3USTDN 157284 v2
333
IN WITNESS WB[EREOI~', these Articles of Merger t~ave been duly executed on thc
,,~'~ day of July, 2000.
"MERGING ENTITY"
Amcra¢ Energy Corporation
a Delaware corporation
Steven H. Mikel
President and Secretary
"SURVIVING ENTITY"
Southern Mineral Corporation
a Nevada c~ation
Steven H. Mikel,
President and Secretary
State of Delaware
Office of the Secreta~j of State
PAGE 1
334
I, HA.RRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAW2A2RE, DO HEREBY CEKTIFY THE ATTACHED IS A TRUE A.ND COP, P, ECT
COPY OF THE_ CERTIFICATE OF AMENDMENT OF "WOLVERINE EXPLORkTION
COMP~Y", CHANGING ITS NAME FROM "WOLVERINE EX3LORATION CObfP/L~rY''
TO "~RAC ENERGY CORPORATION", FILED IN THIS OFFICE ON THE
SEVENTEENTH DAY OF MSI~H, A.D. 1995, AT 9 O'CLOCK A.M.
2129356 8100
010535039
tLttr'iet ~t.,,[l} ~t;~o~; St'ctvl,'~9' ~State
AUTHENTICATION' 1410615
DATE' 10-25-01
Exhibit "B" - Attached hereto and made a pad hereof to lhat
certain Affidavit of Merger dated January 26, 2004
PAGE 1
The First State
I, I~A_RRIET SMITH WINDSOR, SECP, ETARY OF STATE OF THE STATE OF
DELAWA/~E, DO HEREBY CEI~TIFY THE ATTACHED IS A TRUE AI~D CORRECT
~COPY OF THE CEI{TIFICATE OF ~fERGEI{, WHICH MERGES:
"SOUTHERN MINERAL CORPORATION", A NEVADA CORPORATION,
WITT~ AND INTO "PETROCORP ACQUISITION COMPA/~Y" UNDER THE NAME
OF "PETROCORP ACQUISITION COMPANY", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIV"ED
A_ND FILED IN T~{IS OFFICE THE SIXTH DAY OF JUNE, A.D. 2001, AT 2
O' CLOCK P.. M.
3334016
~L 9002
8100M
Harriet Smith Windsor, Secretary of State
AUTHENTICATION' 2284876
DATE' 03-03-03
336
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:O0 PM 06/06/2001
010271668 -- 3334016
_ce0.T](FICATE OF MERGER
OF
SO~ 1MJ/hqg~ CORPORATION
la N~ada ~orpon~tton)
AND INTO
PETROCORP ACQUISITION' CO1V/FANY
Purzuznt to Se--xion 252 of th: De/aware Gcn~-al Corporaf~a ~ (llm ".4~'"), P~xroCerp
Company, a Dalawm-: coxTomfion (~h. "$u~ C~n/.~ h~rcby exec~ thi~
of Mer&,~, dm'ed as of~'m~c 6, 2001, .~md. cexzLfle~ a~ follow'.
1. Th~ name and stye of/nc~on of each oflhe con~i~m~ ~on~ ~ th~
merger ~ wh/e.h t~ Certifie~ ~ are ~* £ollows:
Sore:hem ~
Peu'oC~ ~it/on C..omp~ny
3. Th~ nam: of ~h: Sm'vh4ng Ccanp~ny/troll be petro Cca-p Acquhifian Ccarrpany.
4. The Sm-riving Con~ny'~ Cm'tifica~e df/n~tinm ~ in efS~c~ immediacy
pdor ~o r2ze m~rge~ shall be th~ Ca3ifmm~: of _[nccrrpora:iolt ofth~ Survivins Compm~y.
5. An e~ecated copy of the Merger Agrec~_~_t h o~ file g fi~e principal I~lzce of
bu~.'ne~ ofth~ Stmdvlng Comply:
6733 Souuh Yale Avenue
~ Oklaham~ 7,4136
(918) 4914500
337
of,hie C~._'6¢~e of.,~,~',gcr ~ the ~ of ~-kam of the S~t~ of Delawaxe~
338
IN' ~ ~~. ~he msdm'~g;aed h,,.s c~ccut~ ,'F,~. Ccrti:ac~e ~' M. cr~r ,s of'
],]~0]~ Xc"~~o~r COMP.,Q,1Y
Exhibit "C" - Attached hereto and made a part hereof to that
·" -.- certain Affidavit of Merger dated January 26, 2004
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF TH~ CERTIFICATE OF OSfNERSHIP, WHICH I~ERGES:
"PETROCORP ACQUISITION COMI~3LNY'', A DELAWARE CORPORATION,
WITH AND INTO "PETROCORP INCORPORATED" UNDER THE NAME OF
"PETROCOR.P INCORPORATED", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF TEXAS, AS RECEIVED AND FILED IN
THIS OFFICE THE TWENTY-SIXTH DAY OF DECEMBER, A.D. 2002, AT 9
O' CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY-FIRST DAY
OF DECE~fBER, A.D. 2002.
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 2236380
3334016 8100M
030066515 DATE' 01-31-03
bEC-2G-200~ 07: ~
CT CORPORRTION SYS
3148&30'794
340
P. 02
CERTIFICATE OF OWNERSHiP AND MERGER
MERGING
Petrocorp Acquisition Company ("Subsidiary")
INTO
Petrocorp Incorporated ("Corporation")
Ti~e Corporation, a corporation organized and existing under the laws of the State
of Texas,
'DOES HEREBY CERTIFY:
FIRST: That the Corporation was incorporated on' the 15"' day of September,
1992, pursuant to the Texas Business Corporation Act, the provisions of which permit the
merger of a subsidiary corporation of another state into a parent corporation organized
and existing under the laws of said state.
SECOND: That the Corporation owns all of the outstanding shares (of each class)
of the stock of Subsidiary, a corporation incorporated on the 21" day of December, 2000,
pursuant to the General Corporation Law of the State of Delaware.
THIRD: That the Corporation, by the following resolutions of its Board of
Directors, duly adopted by the unanimous written consent of its members and filed with
the minutes of the Board on the 18~' day of December. 2002, determined to and did merge
into itself said Subsidiary:
RESOLVED, that the merger of Petrocorp Acquisition Company, a
Delaware corporation ("PAC") with and into the Corporation wherein
the Corporation will be the surviving corporation and will assume all
of the obligations of PAC, be, and hereby is, approved;
FURTHER RESOLVED, that the merger shall become effective on
December 31, 2002; and
STATE OF DELA WARE
SECRETJIR1r OF STATE
DrVISION OF CORPORATIONS
FILED 09:00 AI~ 12/26/2002
020798251 - 3334016
FURTHER RESOLVED, that the proper officers of this Corporation be,
and they hereby are, authorized and directed to execute and deliver, in the
name and on behalf of the Corporation, any and all agreements,
certificates, applications and other instruments and to take any and all such
other actions necessary or desirable to carry out the purposes of the
'_".E~'-26-2C-~02 07:39
CT C:ORPOR~qT I(}l SYS
'341
foregoing resolutions.
· FOURTH: That the Corporation sm'vires the merger and may be served with
process in the State of Delaware in any proceeding for enforcement of any obligation of
Subsidiary, as well as for enforcement of any obligation of the Corporation arising fi'om
the merger, including any suit or other proceeding to enforce the right of any stockholder
as determined as determinedin appraisal proceedings pursuant to the provisions of
Section 26'2 of the General Corporation Law of the State of Delaware, and it does hereby
irrevocably appoint the Secretary of State of Delaware as its agent to accept service of
process in any such suit or other proceeding. The address to which a copy of such
process shall be mailed by the Secretary of State of Delaware is 6733 South Yale, Tulsa,
Oklahoma 74136 until the Corporation shall have thereafter designated in writing to the
said Secretary of State a different address for such purpose. Service of such process may
be made by personally delivering to and leaving with the Secretary of State of Delaware
duplicate copies of such process, one of which copies the Secretary of State of Delaware
shall forthwith send by registered mail to the Corporation at the above address.
FIFTH: The Corporation will be responsible for the payment of all fees and
franchise taxes of the Subsidiary and will be obligated to pay such fees and franclfise
taxes if the same are not timely paid.
SIXTH: Anything herein or elsexvhero to the contrary notwithstanding, this
merger may be amended or terminated and abandoned by the Board of Directors of the
Corporation at any time prior to the time that this merger filed with the Secretary of State
becomes effective.
IN WITNESS WHEREOi~, said Corporation has caused this Certificate to be
signed by Gary R. Christopher, its President and Chief Executive Officer, this 19"' day of
December, 2002:
· G ar~P~. ~m-~stopher
President and Chief Execu tire Officer
Petrocorp Incorporated
TOT~tL P. 03
EXHIBIT 'D'
Attached hereto and made a part hereof to that certain
Affidavit of Merger dated January 26, 2004.
Section 10-19N-120W Lincoln Wyoming
Section 25-19N-120W Lincoln Wyoming
Section 33-19N-120W Lincoln Wyoming
Section 4-20N-119W Lincoln Wyoming
Section 35-21 N-118W Lincoln Wyoming
Section 19-21N-118W Lincoln Wyoming
Section 28-21 N-119W Lincoln Wyoming