[CONFORMED COPY]
(^^vtitimU uf #er9^r
OF
GOLUMBIA PICTURES CORPORATION
AND
SCREEN GEMS, ING.
INTO
COLUMRIA PICTURES CORPORATION UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW , CERTIFICATE OF MERGER OF COLUMBIA PICTURES CORPORATION AND SCREEN GEMS, INC. INTO • COLUMBIA PICTURES CORPORATION UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
Pursuant to Section 904 of the Business Corporation Law, the undersigned hereby certify: 1. The names of the constituent corporations are (i) Colmnbia Pictures Corporation, a New York corporation (hereinafter called "Columbia"), and (u) Screen Gems, Inc., a Delaware coiporation (hereinafter caEed "Screen Gems"). 2. The name of the surviving corporation is Columbia Pictures Corporation, which, upon the effective date of the merger, wiE change its name to Columbia Pictures Industries, Inc. 3. The authorized stock of Columbia consists of (a) 2,000,000 shares of serial preferred stock, par value $1.00 per share, none of which is outstanding, and (b) 10,000,000 shares of common stock, par value $2.50 per share, of which at November 30, 1968, 5,113,002 shares were issued and out standing and entitled tb one vote per share, 22,808 shares were held in Columbia's treasury, 276,951 shares were reserved for the exercise of stock options and 554,084 shares were reserved for the conversion of Columbia's 4%% Convertible Subordinated Debentures due August 1, 1987. The number of Columbia's outstanding shares of common stock is subject to change prior to the effective date of the merger by reason of: (a) the issuance of shares upon exercise of such stock options and upon conversion of such Debentures, and (b) the issuance of 6,980 shares from its treasury to.Screen Gems in exchange for 6,980 shares'of Screen Gems common stock in connec tion with the acquisition by Screen Gems of the outstanding shares of capital stock of N.T. Fouriezos.& Associates, Inc. 4. The authorized stock of Screen Gems consists of 7,000,000 shares of common stock, par value $1.00 per share, of which at November 30, 1968, 4,091,395 shares were issued and outstand ing (including 3,524,834 shares held by Columbia) and entitied to one vote per share, none (rf which is held in Screen Gems' treasury, and 3,593 shares were reserved for the exercise of stock options. The number of outstanding shares of Screen Gems common stock,is subject to change prior to the effective date of the merger by reason of: (a) the issuance of shares upon exercise of such stock options, and (b) the .issuance of 6,980 shares to Columbia in exchange for 6,980 shares of Columbia common stock in connection with the aforementioned acquisition. 5. The Certificate of Incorporation of Columbia shaE be amended by the merger (i) to change the name of Columbia to Columbia Pictures Industries, Inc.; fn) to increase the authorized number of shares of common stock of Columbia, par value $2.50 per share, from 10,000,000 to 20,000,000 shares; and (iii) to increase the authorized number of shares of serial preferred stock, par value $1 per share, from 2,000,000 to 5,000,000 shares, by amending Article First and Article Third of Columbia's Certificate of Incorporaticm to read as foEows: "FmsT: The name of the Corporation is Cplumbia Pictures Industries, Inc. (hereinafter called the "Corporation"). ooa
"THTRD: The total number of shares which the Corporation is authorized tp issue is 25^000,000 shares which are classified so that 20,000,000 shares shaE be shares of Common Stock of the par value of $2.50 per share and 5,000,000 shares shaU be shares of Serial Preferred Stock of the par value of $1.00 per share."
6. The merger shaE be effective on December 28,1968. 7. There is no provision for the abandonment of the merger after the filing of this Certificate by die Department of State of the State of New York. 8. The date on which the Certificate of Incorporation of Columbia was filed by the Depart- . . ment of State of the State of New York was January 10,1924. 9. The date on which the Certificate of Incorporation of Screen Gems was filed with the Secretary of State of the State, of Delaware was October 24, 1960, and the date on which Screen Gems' appEcation for authority to do business in New York was first filed by the Department of State of the State of New York was November 30,1960. 10. The merger was authorized: J (i) pursuant to the laws of the State of Delaware, by the Board of Directors of Screen Gems; and by the aflSrmative vote of the holders of more than two-thirds of the outstanding shares of the common stock of Screen Gems, at a meeting of stockholders of Screen Gmns duly caEed and held on December 16, 1968 upon notice to each stockholder of record as of the record date for such meeting; and • (ii) pursuant to the Business Corporation Law, by the Board of Directors of Columbia; and by the affirmative vote of tiie holders of more than two-thirds of the outstanding shares of common stock of Columbia, at a meeting of stockholders of Columbia duly caEed and held on December 16, 1968 upon notice to each stockholder of record as of the record date for such meeting. The merger is permitted by the laws of the State of Delaware and is in compliarice therewith.
IN WrrNESS WHEREOF, we-have signed this certificate on the 17th day of December, 1968, and we aflSrm the statements contained herein as true under penalties of perjury.
COLUMBIA PICTURES CoiupORATroN
LEO JAFFE Leo Jaffe, President
CHARLES SCHWARTZ Charles Schwartz, Secretary
SCREEN GEMS, INC.
3 JEROME S. HYAMS Jerome S. Hyams, President
DAVTD H. HOHOWTTZ David H. Horowitz. Secretary