Attached files
file | filename |
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8-K - FORM 8-K - AMERISTAR CASINOS INC | d584019d8k.htm |
EX-3.2 - EX-3.2 - AMERISTAR CASINOS INC | d584019dex32.htm |
Exhibit 3.1
CERTIFICATE OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
AMERISTAR CASINOS, INC.
Pursuant to the provisions of Nevada Revised Statutes 78.390 and 78.403, the undersigned officer of Ameristar Casinos, Inc., a Nevada corporation, does hereby certify as follows:
A. The Agreement and Plan of Merger, dated as of December 20, 2012, by and among Pinnacle Entertainment, Inc., a Delaware corporation, PNK Holdings, Inc., a Delaware corporation, PNK Development 32, Inc., a Nevada corporation, and Ameristar Casinos, Inc. (as amended to date, the Merger Agreement) provides for the amendment and restatement of the corporations articles of incorporation as set forth below.
B. The Merger Agreement, and the amendment and restatement of the corporations articles of incorporation contemplated thereby and hereby, have been approved by the board of directors of the corporation and at least a majority of the voting power of the stockholders of the corporation, which is sufficient for approval thereof.
C. This certificate sets forth the text of the articles of incorporation of the corporation as amended and restated in their entirety to this date as follows:
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
AMERISTAR CASINOS, INC.
ARTICLE I
NAME
The name of the corporation is Ameristar Casinos, Inc. (the Corporation).
ARTICLE II
AUTHORIZED CAPITAL STOCK
The total authorized capital stock of the Corporation shall consist of one thousand (1,000) shares of common stock, par value $0.01 per share.
* * * *
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IN WITNESS WHEREOF, I have executed this Certificate of Amended and Restated Articles of Incorporation of Ameristar Casinos, Inc. as of August 13, 2013.
/s/ Peter C. Walsh |
Name: Peter C. Walsh |
Title: Senior Vice President and General Counsel |
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