ARTICLES OF MERGER OF FILED# C27281-99 U.S. CRUDE, LTD. JUN 15 2000 (a
California corporation) In the Office of and Dean Heller CYPRESS CAPITAL, INC.
Secretary of State (a Nevada corporation) The Undersigned, being President of
Cypress Capital, Inc., a Nevada corporation, and the President of U.S. ...
ARTICLES OF MERGER
OF FILED# C27281-99
U.S. CRUDE, LTD. JUN 15 2000
(a California corporation) In the Office of
and Dean Heller
CYPRESS CAPITAL, INC. Secretary of State
(a Nevada corporation)
The Undersigned, being President of Cypress Capital, Inc., a Nevada
corporation, and the President of U.S. Crude, Ltd., a Nevada corporation
(collectively "the constituent entities"), hereby certify as follows:
1. Pursuant to NRS 92A.190 and the California Corporation Code 1100 et seq.,
a Plan of Merger has been approved by the board of directors of Cypress Capital,
Inc., a Nevada corporation, and U.S. Crude, Ltd., a California corporation.
2. The approval of shareholders of the Constituent Entities of Cypress
Capital, Inc. and U.S. Crude, Ltd. is not required under NRS 92A.190, and the
laws of the State of California specifically permit the merger of the parent,
U.S. Crude, Ltd., into the subsidiary, Cypress Capital, Inc., and the laws of
the State of California have been complied with in effecting the merger.
3. Pursuant to the California Corporations Code Section 1100, 1108a,
1110a(1), U.S. Crude, Ltd., a California corporation, parent corporation and
owner of 100% of the issued and outstanding shares of Cypress Capital, Inc., a
Nevada corporation, the subsidiary, has adopted a Resolution to merge the
parent, U.S. Crude, Ltd., into Cypress Capital, Inc. and change its name to U.S.
4. The surviving corporation assumes all the liabilities of U.S. Crude,
Ltd., a California Corporation.
5. All shares issued and outstanding of U.S. Crude, Ltd. shall, upon merged
merger, represent shares of the merged corporation on a one for one basis, pro
rata. All shares of Cypress Capital, Inc. (100%) owned by U.S. Crude, Ltd. shall
be retired to treasury upon merger.
6. The Articles of Incorporation of Cypress Capital, Inc. shall be amended
to change the name to U.S. Crude, Ltd.
7. The complete and executed Plan of Merger is on file at the Registered
Offices of the corporation at 673 E. Cooley Drive, Suite 121, Colton, California
Effective this 5th day of June, 2000.
U.S. Crude, Ltd. Cypress Capital, Inc.
a California corporation a Nevada corporation
/s/Anthony K. Miller /s/Anthony K. Miller
Anthony K. Miller, President Anthony K. Miller, President
(Printed Name) (Printed Name)
State of California )
County of San Bernardino)
On this 5th day of June, 2000, before me, a Notary Public, personally
appeared Anthony K. Miller, President of U.S. Crude, Ltd. and executed on this
date the foregoing instrument for the purposes therein contained, by signing on
behalf of the above named corporation as a duly authorized director and officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/Katherine L. Chavez
Seal Notary Public
Katherine L. Chavez Residing at 1040 S. Mt. Vernon Ave.
Comm. #1219081 CA 92324
Notary Public - California
San Bernardino County Commission Expires:
May 10, 2003
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan of Merger"), dated as of June 5, 2000, is
among Cypress Capital, Inc., a Nevada corporation, and U.S. Crude, Ltd., a
California corporation (collectively "Constituent Corporations").
WHEREAS, U.S. Crude, Ltd., a California corporation, ("the parent"), as
owner of 100% of the issued and outstanding capital (common) stock of Cypress
Capital, Inc., a Nevada Corporation, and Cypress Capital, Inc. ("the
subsidiary") have agreed by written consent to the merger of U.S. Crude, Ltd.
with and into Cypress Capital, Inc.; and
WHEREAS, the respective Boards of Directors of the Constituent Companies
have each approved the merger of U.S. Crude, Ltd. into Cypress Capital, Inc. in
accordance with California Corporations Code and the Nevada Revised Statutes;
WHEREAS, this Plan of Merger shall be filed with Certificate of Ownership
with the Secretary of State of Nevada and in order to consummate the merger of
the Company with and into Parent; and
WHEREAS, the Constituent Companies have agreed to execute and file this
Plan of Merger as may be required under the Nevada Revised Statutes and the
California Corporations Code.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, Parent and the Subsidiary hereby agree as follows:
1. THE MERGER. At the Effective Time, in accordance with this Plan of
Merger, and the California Corporations Code and the Nevada Revised Statutes,
U.S. Crude, Ltd. shall be merged (such merger being herein referred to as the
"Merger") with and into Cypress Capital, Inc., the separate existence of the
Subsidiary shall cease, and Cypress Capital, Inc. shall continue as the
surviving corporation. Subsidiary hereinafter sometimes is referred to as the
2. EFFECT OF THE MERGER. When the Merger has been effected, the Surviving
Corporation shall change its name to "U.S. Crude, LTD."; and the Surviving
Corporation shall thereupon and thereafter possess all the rights, privileges,
powers and franchises of a public as well as of a private nature, and be subject
to all the restrictions, disabilities and duties of each of the Corporations;
and all and singular, the rights, privileges, powers and franchises of each of
the Constituent Corporations and all property, real, personal and mixed, and all
debts due to either of the Corporations on whatever account, as well for stock
subscriptions as all other things in action or belonging to each of such
corporations shall be vested in the Surviving Corporation; and all property,
rights, privileges, powers and franchises, and all and every other interest
shall be thereafter as effectually the property of the Surviving Corporation as
they were of the Constituent Corporations, and the title to any real estate
vested by deed or otherwise, in any of such Constituent Corporations, shall not
revert or be in any way impaired by reason of the Merger; but all rights of
creditors and all liens upon any property of any of said Constituent
Corporations shall be preserved unimpaired, and all debts, liabilities and
duties of the respective Constituent Corporations shall thenceforth attach to
the Surviving Corporation, and may be enforced against it to the same extent as
if said debts, liabilities and duties had been incurred or contracted by it.
3. CONSUMMATION OF THE MERGER. The parties hereto will cause the Merger to
be consummated by filing with the Secretaries of State of Nevada and California,
Articles of Merger, a Certificate of Ownership, and this Plan of Merger in such
form as required by, and executed in accordance with, the relevant provisions of
the Nevada Revised Statutes and the California Corporations Code (the time of
such filing being the "Effective Time" and the date of such filing being the
4. ARTICLES OF INCORPORATION: BYLAWS: DIRECTORS AND OFFICERS. The Articles
of Incorporation and Bylaws of the Surviving Corporation shall be identical with
the Articles of Incorporation and Bylaws of Cypress Capital, Inc. as in effect
immediately prior to the Effective Time until thereafter amended as provided
therein and under Nevada Statutes except as to the Amendment to change the name
to U.S. Crude, Ltd.
5. CONVERSION OF SECURITIES. At the Effective Time, by virtue of the Merger
and without any action on the part of Peither Constituent Company or the holder
of any of the shares (the "Shares") of common stock, (the "Common Stock") of the
a) Each Share issued and outstanding immediately prior to the Effective Time
shall remain as issued and outstanding common stock of the merged companies
without change, pro rata.
b) Each Share which is held in the treasury of the U.S. Crude, Ltd. or which
is owned by any direct or indirect subsidiary of the Company shall be canceled
and retired, and no payment shall be made with respect thereto.
c) Each outstanding or authorized subscription, option, warrant, call, right
(including any preemptive right), commitment, or other agreement of any
character whatsoever which obligates or may obligate the Parent to issue or sell
any additional shares of its capital stock or any securities convertible into or
evidencing the right to subscribe for any shares of its capital stock or
securities convertible into or exchangeable for such shares, if any, shall
d) Each share of Common Stock of U.S. Crude, Ltd. issued and outstanding
immediately prior to the Effective Time shall be converted into one share, the
e) No Fractional Shares and no certificates or scrip representing such
fractional Merger Shares, shall be issued.
6. TAKING OF NECESSARY ACTION: FURTHER ACTION. Each of Parent, and the
Subsidiary shall use all reasonable efforts to take all such actions as may be
necessary or appropriate in order to effectuate the Merger under Nevada Revised
Statutes, the California Corporation Code, or federal law as promptly as
possible. If, at any time after the Effective Time, any further action is
necessary or desirable to carry out the purposes of the Agreement and to vest
the Surviving Corporation with full right, title and possession to all assets,
property, rights, privileges, powers and franchises of either of the Constituent
Corporations, the officers and directors of the Surviving Corporation are fully
authorized in the name of their corporation or otherwise to take, and shall
take, all such lawful and necessary action.
IN WITNESS WHEREOF, the authorized officers of Cypress Capital, Inc. and U.S.
Crude, Ltd. have caused this Plan of Merger to be executed as of the date first
above written and further affirm and certify that the Resolutions authorizing
the merger pursuant to the Plan of Merger have been duly adopted by the Boards
of Directors of each company and that no vote of shareholders of either
constituent company is required under Nevada Revised Statutes or the California
U.S. CRUDE, LTD.
(A California corporation)
By: /s/Anthony Miller
CYPRESS CAPITAL, INC.
(A Nevada corporation)
By: /s/Anthony Miller