Certificate of Amendment to Certificate of Designation for Harveys Casino Resorts Preferred Stock

Contract Categories: Business Formation › Articles of Amendment
Summary

This document is an official amendment filed by Harveys Casino Resorts to update the terms of its Certificate of Designation for its 13.5% Series A and Series B Senior Redeemable Convertible Cumulative Preferred Stock. The amendment changes the conversion rates for each series of preferred stock into common stock. The amendment was approved by the required majority of stockholders and signed by corporate officers. The filing is notarized and dated September 26, 2000.

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EX-4.9 2 a2027753zex-4_9.txt EXHIBIT 4.9 EXHIBIT 4.9 Office Use Only: ----------------------------------------- DEAN HELLER CERTIFICATE OF SECRETARY OF STATE AMENDMENT TO 101 NORTH CARSON STREET, SUITE 3 CERTIFICATE OF CARSON CITY, NEVADA ###-###-#### DESIGNATION ###-###-#### (PURSUANT TO NRS 78.1955) ----------------------------------------- - -------------------------------------------------------------------------------- IMPORTANT: READ ATTACHED INSTRUCTIONS BEFORE COMPLETING FORM. - -------------------------------------------------------------------------------- CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION (PURSUANT TO NRS 78.1955) - REMIT IN DUPLICATE - 1. The name of corporation: HARVEYS CASINO RESORTS 2. Description of the document which is being amended: CERTIFICATE OF DESIGNATION OF THE 13 1/2% SERIES A SENIOR REDEEMABLE CONVERTIBLE CUMULATIVE PREFERRED STock ($.01 PAR VALUE PER SHARE) AND THE 13 1/2% SERIES B SENIOR REDEEMABLE CONVERTIBLE CUMULATIVE PREFERrED STOCK ($.01 PAR VALUE PER SHARE) OF HARVEYS CASINO RESORTS (THE "CERTIFICATE OF DESIGNATION") 3. The Certificate of Designation is hereby amended as follows: THE FIRST SENTENCE OF SUBSECTION 6(e) OF THE CERTIFICATE OF DESIGNATION IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED BY THE FOLLOWING SENTENCE: FOR THE PURPOSES OF THE CONVERSION OF PREFERRED STOCK INTO CORRESPONDING COMMON STOCK PURSUANT TO SUBSECTION 6(a), (I) EACH SHARE OF SERIES A PREFERRED STOCK SHALL INITIALLY BE CONVERTIBLE INTO 2 ###-###-#### SHARES (THE "SERIES A CONVERSION RATE") OF CORRESPONDING COMMON STOCK, AND (II) EACH SHARE OF SERIES B PREFERRED STOCK SHALL INITIALLY BE CONVERTIBLE INTO 28.44929681 SHARES (THE "SERIES B CONVERSION RATE" AND, TOGETHER WITH THE SERIES A CONVERSION RATE, THE "CONVERSION RATE") OF CORRESPONDING COMMON STOCK. 4. The proposed amendment set forth in paragraph 3 above has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power of (i) each class of stock being amended and (ii) each class or series of stock which, before the amendment, is senior to the classes being amended as to the payment of distributions upon dissolution of the corporation, regardless of any limitations or restrictions on the voting power of that class or series. (SIGNATURE PAGE FOLLOWS) 5. Signatures (Required):
/s/ Charles W. Scharer President September 26 , 2000 - -------------------------------------------- ------------------------- -------------------------------------- CHARLES W. SCHARER TITLE OF OFFICER DATE /s/ John J. McLaughlin Secretary September 26, 2000 - -------------------------------------------- ------------------------- -------------------------------------- JOHN J. MCLAUGHLIN TITLE OF OFFICER DATE I acknowledge that the statements made herein are true under penalties of perjury. /s/ Charles W. Scharer President September 26, 2000 - -------------------------------------------- ------------------------- -------------------------------------- CHARLES W. SCHARER TITLE OF OFFICER DATE
County of Douglas ) ) ss: State of Nevada ) Sworn before me this 26th day of September 2000. /s/ Connie M. Friedman - ---------------------- Notary Public IMPORTANT: Failure to include any of the above information and remit the proper fees may cause this filing to be rejected. 2