Aff - McGiffin Land Inc, McGiffin Land Inc_11/30/1999I �
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STATE OF INDIANA
COIJNTY OF GIBSON
�NOV 2 9 19gg
�'"'T`" �`�-"-'S �
GIBSON COUNTY Ag��g g
AFFIDAVIT IN AID H�' TITLE
Documert[u `7 7- O � 7�
State ot I�iane
GIEiON COiRJTY � �1
FlLEDF P i$ �°�
OF---(�;��A D. 19�
AT �T:.ZS .p}+�. A.M.
Cardy� F��
(�)NeP
Mona J. Brehm, Affiant herein, being first duly sworn upon
oath, states that the following facts are true and correct:
1. Affiant is at least eighteen (18) years of age and
competent to make this Affidavit.
2. Affiant is an Officer and Director of McGiffin Land,
Inc., an Indiana Corporation, and is familiar with the assets of
( McGiffin Land, Inc: �d is also familiar with the prior existence
of an �diana corporation known as CSD, Inc., the said CSD, Inc.
having heretofore entered into a statutory merger with McGiffin
Land,.Inc.
3. CSD, Inc. as of March 20, 1980 was the owner of the fee
simple title to a certain tract of real estate located in Gibson
County, State of Indiana, more particularly described as follows,
to wit:
Beginning in the south line of lot number thirty-eight
(38) in the Original Plan of the Town (now city) of
Princeton, forty-five (45) feet east of the center
thereof, and run thence east fifty-nine and one-fourth
(59 1/4) feet; thence south thirty-nine and eight tenths
(39.8) feet for a point of beginning, and from said point
of beginning running thence south one hundred eight and
seven tenths (108.7) feet; thence west fifty-nine and
one-fourth (59 1/4) feet; thence north one hundred eight
and seven tenths (108.7) feet to a point due west of the
point of beginning; thence east to the point of
beginning. ...
Being the same real estate described in Deed Record 122,
Page 535, Oifice of the Recorder of Gibson County,
Indiana,
having obtained title to such hereinabove described real estate by
Warranty Deed dated May 25, 1976 from John ivan Heiser and Annamae
Heiser, husband and wife, to C.S.D., Inc. recorded May 27, 1976 at
3:00 o'clock p.m. in the office of the Recorder of Gibson County,
Zndiana under Instrument No. 51255 in Deed Draw 2, Card 11639 in
the office of the Recorder of Gibson County, Zndiana.
4. That C.S.D., Inc., and McGiffin Land, Inc. were the
subject of a merger whereby the assets of C.S.D., Inc., were merged
into and became part of the assets of McGiffin Land, Inc.,
including the hereinabove described real estate which by virtue of
such statutory merger was transferred and became titled in
I�: �: . . ..
McGiffin Land, Inc.
.
5. Affiant states that Articles of Merger between C.S.D.,
Inc. and McGiffin Land, Inc. were filed with the Secretary of State
of Indiana on March 20, 1980 whereby the assets of C.S.D., Inc.
were merged into and became part of McGiffin Land, Inc. A true and
authentic copy of said Certificate of Merger of the Secretary of
State of Indiana and Articles of Merger are attached hereto and
made a part hereof and marked Exhibit "A" which Certificate and
Articles of Merger also include the Resolutions of the respective
Boards of Directors of C.S.D, Inc. and McGiffin Land, Inc., to
conduct the merger and which resolutions and plans were entered
into by the respective corporations on July 20, 1979.
6. That by_virtue of such completed merger, McGiffin Land,
Inc. succeeded in title as the owner of all the right, title and
interest in and to that certain real estate located in Gibson
County, Indiana, more particularly described as follows, to wit:
Beginning in the south line of lot number thirty-eight
(38) in the Original Plan of the Town (now city) of
Princeton, forty-five (45) feet east of the center
thereof, and run thence east fifty-nine and one-fourth
(59 1/4) feet; thence south thirty-nine and eight tenths
(39.8) feet for a point of beginning, and from said point
of beginning running thence south one hundred eight and
seven tenths (108.7) feet; thence west fifty-nine and
one-fourth (59 1/4) feet; thence north one hundred eight
and seven tenths (108.7) feet to a point due west of the
point of beginning; thence east to the point of
beginning.
Being the same real estate described in Deed Record 122,
Page 535, Office of the. Recorder of Gibson County,
Zndiana.
7. Affiant makes this Affidavit for and in behalf of
McGiffin Land, Inc., and to clarify title in and to the hereinabove
described real estate.
8. Affiant states that McGiffin Land, Inc., is a corporation
which is organized and doing business in the State of Indiana and
is in existence as of the date of the execution of this Affidavit
and is the owner of the hereinbefore described real estate by
virtue of the above described merger.
9. Affiant states that McGiffin Land, Inc., is a corporation
in good standing with the office of the Secretary of State of
Indiana, and continues its corporate existence as of the date of
execution of this Affidavit.
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FURTHER AFFIANT SAY NOT.
STATE OF ^Z�LIFORNIA )
) SS
COUNTY OF SAN:=oiECO )
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Mona J. Bre'h
Before me, the undersigned, a Notary Public, in and for said
County and State personally appeared the within named Mona J. Brehm
known to me to be the Secretary and Member of the Board of
Directors of McGif-fin-�and,—Inc., an Zndiana Corporation, who being
first duly sworn upon her oath stated that the foregoing facts are
true and correct and acknowledged the execution of the foregoing
Affidavit to be her voluntary act and cleed for the uses and
purposes of McG'iffin Land, Inc. therein set forth.
WITNESS, my hand and Notarial Seal this 9� day of
/./n�Jcw.bu , 1999.
My commission expires: Sign ure ot y Public
�-2�/--�.00s JE��= ,2. To�NS�,J
Printed Name of Notary Public
JEFf R. JOHNSON
Comm.11226372 N
N NOTAFlYPUBUL�CAtIFOAHU �,
Sm Die�o Comry �
�- My toma. E�'vu Juty il, I00�
Sa,�v D/E6o
County of Residence of Notary Public
This instrument was prepared by Thomas P. Norton, Attorney at Law,
of the law firm of Kimpel, Fu�hs & D?orton, LLP, 111 Main Street,
Suite 200, P. O. Box 3868, Evansville, Indiana 47737-3868.
sfr\norton\realeacate\MCGiffin.af°
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STATE OF iNDlfu'�]A
C �
OFFICE OF THE SECRETARY OF STATE
To Whnm Thest Presents Came, Greeting:
[-e�;E�;E�em `::..
tmoF�L�A � "�°��
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WHEREAS, there have been presented to this office for filing,
duplicate_copies of the Articles,of Merger, setting forth ,
the Agreement of Merger, merging
CSD, INC.
an Indiana Corporation, the non-survivor, into
MC GIFFIN LAND, INC.
an Zndiana Corporation, the survivor, which said corporation
sha11 hereinafter be designated as
MC GIFFIN LAND, INC.
Said Articles of Merger having been p=epared and sio ed in
accordance with the Indiana General Corporation Act, approved
March 16, 1929, and Acts amendatory thereof and supplement2l
thereto.
WHEREAS, upon due examination, I find that they conform to
law:
NOW, TfiEREFORE, I, EDWIN J. SIMCOX, hereby certify that I
have this day endorsed my approval upon the duplicate copies
of such Articles of Merger, and having received the fees re-
quired by law, have filed the required copy in this office
endorsed with my approval.'
The effective date of the merger is April 15, 1980
/n R7icness WhereaJ, I harx hnn�nto a�t my hand and a�f'ized
tJu seal oJ the State oJ Indiana, at the City of /ndianapolis,
20th
March 80
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-- ���.�'�='��--------------......---..
v -Secretary of State,
By�-�'=1�--�- �!�•-------------- --..._.._---------_._..
���%� Deputy
.' F1�.IXG RcGCliih:]IF:\'1'S—Prrvnt��ececutedcoPia:lntLe
. Secrel'rr�'ofhali•.plu.wrhaJdilion:ilenpie.a.<need:dinm�drrW
fulfill thr rrenrding rr��uircmrnL<. and (iling (rc of $36.00.
RF:('OItDi \(: RF.OI�IHt:>It:\Tti —�ciihin 10 �layn of thr etfrcticr a�.�R���t�
dale u( lhr merX�•r. a cnp)' of �heCertifiratr of iJrr�;rr. dulr eerli-
firdLylheSrcrrlan'ofSlati•.nwilL�•filr�I�.ilhlhi�RccorJrrofnll A4D
auumirs iu Indiana in �cbich anc cor�wr.�lion partr to the merger � I � ��
h:�, rcal c>tatr. �Lr titic 4� �rhich i< tr�n.frrred Ih�•rcb��. and in �
ruunlirs in �chich Ihe surricing enr�w.ralim� oa'rtv rrai proprrly p [� (�
w�hen ILe n:ime uf lhr rurcicor �s thanXed ci:� Ihe merger. MAR � 11 �JBO
• Aiill('LF:SPh'\1t:Itf.F:R—paKean�
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!i>°`�'T_ �:��-APE GJ eaL=hA
SECF�T 9'I v- �/
ARTICLES OF MERGER
CSD, Inc.
MC GIFFIN LAND
of
fa $u4+fd(ary Corporatiunl
lrit0
Cnrpuralv Fnrm =1061Ju1r 197%1
1'rescrilrnl br l.arry' A. Canrad
�r�reLin' nf Stale of Indiana
Theundersigned, McGiffin Land, Inc.
(hereinafter,"Survi��ingCorporation").existingpursuan[tothepro�•isionsof the Indiand GeneZ'd1 Corp. ACt
Qnserl Statubry ilame or Ctiation). as amended (hereinafter, the�"Act"). and desirin� to �ice notice of corporate actiur.s
effectuatingthemergerof CSD, InC.
(hereinafter,"Merging"or"SubsidiaryCorporation").exi,tinApursuantto the Indiana General Corp. Act
�Insert Statutory Nnme or Citation), i7ifl2Cy-TIV2 (9� �) per cent or more of [he shares of each cl� s ot �vhich are o���ned b>• thc
Surviving Corporation. in[o the Survi�•ing Corporation. and acting by its Presiden.or V ice-President and its Secretaryor
Assistant Secre[ary, hereby ceriiFies the follo«•infi facts:
Article I
PLAN OF MERGER
The Board o( Director> of thc Sur.�i� ing <'orpora[ion. bp resolution duly adopted. appro�'ed a Plan of �ierfier, thc title.
parties. [erms, conditions and si�nxuu�es uf u•hich are as follows:
(SEE ATTACIiED)
(!{cre in<erl Plan of \IrrR�'r — u�• ;�ddilional %! '� i l' pagn ax nececaaq��
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PLAN OF MERGER
The Plan of Merger is set forth in a certain "Agreement
of CSD, Inc. to Assign and Convey all of its Assets to McGiffin �i
Land, Inc., Subject to all Liabilities", dated the 20th day o£ '
July, 1979, between CSD, Inc., an Indiana corporation, and
DScGiffin Land, Inc., an Indiana corporation, a true copy of which
is attached hereto and incorporated herein by this reference, and
by resolutions of the Bosrds of Directors of said Corporations,
respectively, adopted at meetings duly and regularly called and
held on July 20, 1979, true copies of which are attached hereto and
incorporated herein by this reference.
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COPY OF RESOLUTION OF BOARD OF DIRECTORS
OF DIcZ�IFFIN dD, N., N ND N C TION
ADOPTED JULY 20, 1979
WfiEREAS, this Board of Directors has determined that
economies could be effected by the immediate liquida-
tion of its wholly-owned subsidiary, CSD, Inc., an
Indiana corporation, and the distribution of its
assets to this Corporation subject to the assumption
by this Corporation of all of its liabilities,
effec�.iv�AUgust 1, 1979;
WHEREAS, there has been presented to this meeting a
proposed form of agreement between this Corporation
and its said wholly-owned subsidiary, entitled
"Agreement of CSD, Inc. to Assign and.Convey all of
its Assets to McGiffin Land, Inc., Subject to all
Liabilities", a true copy of which shall be inserted
in the corporate minute book immediately following
the minutes of the meeting at which this resolution
was adopted;
WHEREAS, the Board of Directors of this Corporation
has determined that it is in the best interest of
this Corporation and its said wholly-owned.subsidiary,
to enter into said Agreement,
NOiJ, THEREFORE, IT IS HEREBY RESOLVED, as follows:
1. That the President and Secretary of this
Corporation may be, and they are hereby, authorized
and directed, in the name of this Corporation, and
on its behalf, to execute and deliver a certain
"Agreement of CSD, Inc. to Assign and Convey all
of its Assets to McGiffin Land, Inc., Subject to
all Liabilities", in the form presented to this
meeting, and, upon signature thereof with said
CSD, Inc., to insert a true copy of said Agreement
in the corporate minute book immediately following
the minutes of this meeting;
2. That the officers of this Corporation, and
each of them, may be, and they are hereby, authorized
and directed in the name of this Corporation, and on
its behalf, to do and perfor,n all acts and deeds and
execute and deliver any and all instruments and
documents necessary and appropriate to perform the
aforesaid Agreement;
3. That the President and Secretary of this Corp-
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oration may be, and they are hereby, authorized and
directed, in the name�of this Corparation and on its
behalf, to execute and deliver a written instrument
in which this Corporation shall, in its �apacity as .
sole shareholder of CSD, Znc., an Indiana corporation,
consent to a resolution of the Board of Directors of
said CSD,� Inc. autliorizing the signature by the
officers of said Corporation of the aforesaid
Agreement; - �
4. That, within one (1) year following delivery to
this Corporation of all assets of CSD, Inc., an
Indiana corporation, pursuant to said "Agreement of
CSD, Inc. to Assign and Convey all of its Assets to
McGiffin Land, Inc.; Subject to all Liabilities",
which requires such delivery to be made on or before
August 1, 1979, the President and Secretary of this
Corporation shall.prepare, execute and file with the
Secretary of State of the State of Indiana, in the
manner provided by law, Articles of tderger of CSD,
Inc., an Indiana corporation, all of whose one
thousand (1,000) shares of issued and outstanding
capital stock are owned by this Corporation, into
this Corporation, which shall be the Surviving
Corporation of such merger of its wholly-owned sub-
sidiary; and they shall incorporate into said
Articles of Merger, as the "Plan of Merger" required
to be filed therewith, this resolution in its
entirety and the said "Agreement of CSD, Inc. to
Assign and Convey all of its Assets to McGiffin Land
Inc., Subject to all Liabilities"; and that
5. Upon the issuance by the Secretary of State of
a Certificate of Merger, the President and Secretary
of this Corporation shall suhmit all of the issued
and outstanding capital stock of CSD, Inc. to its
Secretary for cancellation of said stock.-and
dissolution of said Corporation.
CERTIFICATE OF SECRETARY OF McGIFFIN LAND, INC.
I, MONA BREFiM, certify and affirm that I am the duly
elected and acting Secretary of McGIFFIN LAND, INC., an Indiana
corporation, and I do hereby certify and affirm that the foregoing
is a true and correct copy of a resolution unanimously adopted by
the Board of Directors of said Corporation at a special meeting
duly and regularly called and held on the 20th day of July, 1979.
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D10NA ,F3RE-HPY'T;'- ��S`�cretary
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COPY OF R:SOLUTION OF BOARD OF DIRECTORS
OF CSD, INC., AN INDIANA CORPORATIOi`7,
ADOPTED JULY 20, 1979 .
WHEREAS, all of the issued and outstanding capital
stock of this Corporation, consisting of-one thousand
(1,000) shares of no-par capital stock', being all
of one class, with full voting rights, is now owned .
by McGiffin Land, Inc., an Indiana corporation;
WHEREAS, there is no longer any reason for this
Corporation to continue to conduct business as a�
separate business organization, and it is anticipated
that the assignment, transfer�.and conveyance of all
of the assets of this Corporation to its said parent
corporation, subject to the assumption by said
parent corporation of all of the debts, liabilities
and obligations of this Corporation, would immedi-
ately eliminate the necessity of continued mainten-
ance of separate books of account by this Corpora-
tion and its parent, possibly result in the
reduction of the combined expenses being incurred
by this Corporation and its said parent by reason
of the conduct of business by this Corporation and
the ownership of all of its capital stock by its
said parent, and would.simplify the ownership,
management and control of the business now being
conducted by this Corporation;
WHEREAS, this Corporation has been advised by
McGiffin Land, Inc., an Indiana corporation, its
parent, that it desires to and will effectuate a
statutory merger of this Corporation into said
parerit pursuant to the laws of the State of
Indiana, as soon as it will be reasonably •
practicable to do so, but no later than July 20,
1980, but that it will accept an assignment,
transfer and conveyance of all of the assets of
this Corporation, effective August 1, 1979, and
assume all of the debts, liabilities and obliga-
£ions of this Corporation from that day forward,
and indemnify, defend and hold this Corporation
harmless of, from and against the same;
WHEREAS, there has been presented to this meeting
a proposed form of agreement entitled "Agreement
of CSD, Inc. to Assign and Convey all of its
Assets to McGiffin Land, Inc., Subject to all
Liabilities", a true copy of which shail be
inserted in the corporate minute book of this
Corporation immediately following the minutes of
this meeting, and is hereby incorporated herein
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by this r.eference, under the provisions of which
this Corporation assigns, transfers and conveys
to its said parent, effective August l, 1979, all
of its assets, its said parent assumes and agrees
to pay and perform all of the debts, liabilities
and obligations of this Corporacion, and to'
indemnify, defend and hold this Corporation harm-
less of, from and against the same, and further -
covenants and agrees to effectuate the merger of
this Corporation into itself within one (1) year
following the date of such Agreement;
F7HEREAS, the Board of Directors of this Corporation,
subject to the approval of its sole shareholder,
have det�mined that it would be in the best -
interest of this Corporation and its said share-
holder to authorize and direct the officers of this
Corporation to execute said Agreement, deliver all
assets of this Corporation to its parent Corpora-
tion on or before August 1, 1979, ann cease and
terminate the business operations of this Corpora-
tion on or before said date pursuant to said
Agreement,
NOW, THEREFORE, IT IS HEREBY RESOLVED, as follows:
1. That the President and Secretary of this
Corporation may be, and they are hereby., autnorized
and directed in the name of this Corporation, and
on its behalf, to execute and deliver with McGiffin
Land, Inc., an Indiana corporation, the parent of
this Corporation, an Agreement of CSD, Inc. to
Assign and Convey all of its Assets to McGiffin
Land, Inc., Subject to all Liabilities" in the form
presented to this meeting, and to insert a true copy
thereof in the corporate minute book immediately
following the :ainutes of the meeting in which this
resolution is adopted;
2. That the officers of this Corporation may be,
and they are hereby, authorized and directed in the
name of this Gorporation and on its behalf to deliver,
c�n or before August 1, 1979, possession of all of the
assets of this Corporation and all books, records,
instruments and documents pertaining thereto, and
all books, records, instruments and documents pertain-
ing to its debts, liabilities and obligations, con-
tractual and otherwise, to McCiffin Land, Inc., an
Indiana corporation; .
3. That this resolution shall constitute a plan
of complete liquidation of this Corporation, and,
upon delivery of possession.of all of the assets of
this Corporation, subject to all of its debts,
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liabilities and obligations, to said McGiffin Land,
Inc., an Indiana corporation, pursuant to the
aforesaid Agreement effective August 1, 1979, the
officers of this Corporation shall cease and
terminate 'all business operations of.this Corporation
on August 1, 1979, following cahich this Corporation
shall continue to exist, without assets and taithout
business operations, until such time as its corporate
existence shall be terminated by the action of �
McGiffin Land, Inc. of inerging this Corpora*_ion into
said McGiffin Land, Inc., as provided in said Agree-
ment, resulting in the termination of the corporate
existence of this Corporation and cancellation of its
capital stock;
4. That the sole shareholder of this Corporation
having waived notice of the time, place and purpose
of a special shareholder's meeting to authorize,
ratify and adopt this resolution, a meeting shall be
held by said sole.shareholder for the purpose of
authorizing this resolution immediately following
the adjournment of the meeting of the Board of
Directors at which this resolution is adopted.
CERTIFICATE OF SECRETARY OF CSD, INC.
I, MONA BREFiM, certify and affirm that I am the duly
elected and acting Secretary of CSD, INC., an Indiana corporation,
and I do hereby certify_and affirm that the foregoing is a true
and correct copy of a resolution unanimously adopted by the Board
of Directors of said Corporation at a special meeting duly and
regularly called and held on the 20th day of July, 1979.
4
(Corporate.seal)
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' A rticle II
• :\IiTI('I.F:S OF �IERGF:R— page two
LEGAL REQUIREMENTS
Section�.Ownership: The�numberofoutstandin�sharesofeachclassoftheSubsidiaryCorporation.andthenumber,
of such shares of each class owned by the Sun•i�•in�; Corporation are as follo«•s:
Class
All common stock, of equal
value, with full voting
rights.
Section 2. Notice t.e����c apPro„�ai.• p;,r,Xr,��hr
Total Shares
Outstandina
1,000
Shares Owned by
Survivinq COrpOration
1,000
❑(a) A.coppof the Plan of Merger was mailed to each Shareholder of the Subsidiary Corporation other than the Surviving
Corporation on ' 19
�(b) Notice of the merger H�as not requircd to be mailed.
Section 3. Comoliance with Lecel Reouirements• Tl�c manner of the adoption of the Plan of Dlerger and the vote by
«•hich tt «�as adopted constitute full IeAal cnmpliancen�ith the pru.•isionsoCtheActand «�ith the Articlesof Incorporation
and the By-La�vs o( the Subsidiary Corpora[ion and the Sun•ivinR Corporation.
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Article III
EFFECTIVE DATE
Theeffectivedateofthe�nergereffectuatedherebyis— April 15, ly 80.
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• :�Rr�i��.r:s ot' airacct:K – r,c�• �h��.•
IN «'IT\`ESS P� }IERF,OF, the undersiFned SureicinRCorporation exccu!es th��:e:;rticle:nf>Ier�er, it, F'resident
or V ice-President anil its Secretary or Assistant Secretary actinR for and in behalf of>uch cur�wratiun, and certifies to the
truth of [he facts and acts herein rerited.
Dated this 18th ciayof February_ _ ', t9 $�..—
AtiesL•
!1luv �
( r' en Signature)
Mona Brehm
(Printed
SECRETARY 3�A�'.�F��'�'��L�t't.'i�#��
(designate�.�l�ich) _,. ,
STATE OF t�ApfX1x C�IFORNIA
SS:
COUNTYOF LOS ANGELES )
McGiffin Land, Inc.
�\an onl
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Pi}' _
111riurnSiRmture) .
William J. Brehm
IPrinted �ame)
YRF.SIDENT oak3F�Fx��d�ca'���'
' (dr.:iAnate �vhichl
California
I, the undersigned; a Notary Public duly commissioned by the State oF�du'Fa'�4 to take ackno���ledKemente and
administer oaths, certify that the above-siRned officers o[ the abovrdesiRnated corporation personally ap��earecl before
me, executed the foregoing instrument, and s�vore ar attested to the truth of the facts stated therein.
�VITNESSmyhandandNotarialSealthis 18th ��ayaf February ,�g $� .
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T�1y Notarial Com�
Expires: —
I am a resident of
OFFICIAL SEl�L
F°!�`7��C C. ALDRICN-
�.^._T�i^=f-UdLL^ — C4LIfORN�A
Y.iIT:LI?AL OFFICE IN
LOS R::G:J.Fi COU�ITY
�p�,�irs O:tober 20, 15&0_
\�cnatur�)
FRAD7K C. ALDRICH
���rtnn•a
Instrumen[preparedby Frank C. Aldrich Inc. , Frank C. Aldrich, ,pttorneyatl.a«•
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AGREEI�'.ENT OF CSD, INC:
TO ASSZGN AND CONVEY ALL OF ITS ASSETS
TO McGIFFIN LAND, INC., SUBJECT TO ALL LIABILITIES
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THIS AGREEMENT, made this 20th day of July, 1979, by and
between CSD, INC., an Indiana corporation (herein called "TRANS-
FEROR"), and McGIFFIN LAND, INC., an Indiana corporation (herein
called "TRANSFEREE"),
j9ITNESSETH:
WHEREAS, TRANSFEREE is the wholly owned subsidiary of
TRANSFEROR, all of its issued and outstanding capital stock being
owned by TRANSFEREE, consisting of one thousand (1,000) shares of
no-par capital stock, all of one class with full voting rights;
WHEREAS, TRANSFEROR and TRANSFEREE desire to.effectuate
economies by eliminating the necessity for continued existence of
two corporations, one of which conducts no business except the
�ownership of all of the capital stock of the other, by immediately
transferri.ng, assigning and conveying all of the assets of
TRANSFEROR to TRANSFEREE, subject to assumption by TRANSFEREE of
all of TRANSFEROR'S liabilities, and by the merger, at such time'
as it shall.become convenient for the parties to do so, of '
ITRANSFEROR into TRANSFEREE;
NOW, THEREFORE, for and in consideration of their
Ilrespective covenants hereinafter contained, the parties hereto do
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hereby covenant and agree as follows:
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1. TRANSFEROR does hereby irrevoc3bly assign, transfer and
convey to TRAVSFEREE, effective on the first day of August, 1979,
all of the right, title and interest of TRANSFE?20R in and to all
of the assets of TRANSFEROR shown or reflected on its books and
records on the date of this Agreement, includinq, but not limited
to, the assets 'rdeatified on schedule "A", attached hereto and
incorpora�ted herein by this reference as Exhibit "A" hereof
(herein called "Schedule of Assets Transferred"). TRANSFEROR
further covenants and agrees that it shall, upon the request of
TRANSFEREE, execute and deliver to TRANSFEREE such other and
�further instruments and documents, if any, as shall be necessary,
appropriate or.convenient to vest in T�P.NSFEREE all of the right,
title and interest which TRANSFEROR now has in all of its said
lassets, effective upon and as of August 1, 1979..
2. In consideration of the assignment, transfer and convey-
Ilance to TRANSFEREE of al1 of the right, title and inter.est of
TRANSFEROR in and to all of its assets,.pursuant to paragraph 1,
hereof, TRANSFEREE does hereby irrevocably covenant and agree,
effective on the first day of August, 1979, to assume, pay and
perform, in the time and manner required, all debts, liabilities
and obligations, contractual or otherwise, of TRANSFEROR existing
as of the date hereof, including, but not limited to the debts,
liabilities and obligations set forth on Exhibit "B", attache3
hereto and incorporated herein by this reference (herein called
"Schedule of Debts, Liabilities and Obligations Assumed"), and
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TRANSFEREE does hereby covenant and agree to indemnify, defend and
hold and save TRANSFEROR harmless of, from and against any and all
claims, suits, demands, liabilities and costs a'rising out of such
debts, liabilities and obligations and the failure of TRANSFEREE
to perform the same in the time and manner required. TRANSFEREE
shall, upon request of TRANSFEROR, execute and deliver to
TRANSFEROR and/or any creditors or obligees of TRANSFEROR such
other and further i�rstruments and documents as shall be necessary
and appropriate to effectuate the assumption by TRANSFEREE of all
of the debts, liabilities and obligations of TRANSFEROR and the
aforesaid duty of TRANSFEREE to indemnify, defend and hold
ITRANSFEROR harmless from the same.
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3. The parties hereto further covenant and agree that the
assignment, transfer and conveyance of all of the assets of
ITRANSFEROR to TRAlVSFEREE, and the assumption by TRANSFEREE of a11
lof the debts, liabilities and obligations of T:tANSFEROR effective
IAugust 1, 1979, as hereinabove provided, shall coastitute the
Icomplete liquidation of TRANSF£ROR on August 1, 1979. TRA�vSFEROR
Ishall cease conducting business on August 1, 1979, and TRANSFEREE
shall, commencing on said date, conduct business with the assets
assigned, transferred and conveyed to it, and the debts,. liabiliti
and obligations assumed by it under the provisions hereof. •
4, Zn consideration of the assignment, transfer and convey-
Ilance of the assets of TRA\SFEROR, sui�ject to the assumption of the
Ildebts, liabilities and obligations of said TRANSFEROR, iRANSFEREE
covenants and agrees that it shall, on or before the expiration of
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�ne (1) year following the date hereof, do and perform all acts
and deeds, and execute, deliver and file with the Secretary of
State of the State of Indiana all instruments and docur,ients
required to be executed, delivered and.filed to effectuate the
nerger into itself of TRANSFEROR, as a wholly owned subsidiary of
:RA:VSFEREE, pursuant to the applicable laws of the State of
Indiana.
5. Upon the issuance of a Certificate of Merger by the
Secretary of State of Indiana, TRANSFEREE shall promotly surrender
to the Secretary of TRANSFEROR a�l of the issued and outstanding
capital stock of TRANSFEROR, consisting of one thousand (1,000)
shares of no-par common stock with full voting rights, for
cancellation, and TRANSFEROR shall dissolve in the manner provided
bv law.
6. This Agreement shall inure to the benefit of, and be
Ilbinding upon, the respective successors and assigns of the parties
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Q2 IN WZTNESS WHEREOF, the parties hereto have executed
23 this Agreement through their respective duly authorized officers
24 with the authority of their respective Boards of Directors this
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3ay and year first above written.
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CSD, INC., •
an TnAiana mrooration.
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BY = ��f�i"� /l % �/%t�f-n/
_. _ — — -� �r Secretary
"TRANSFEROR"
McGIFFIN LAND, INC.,
an Zndiana corporati
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By : i �i ; �
res
By: � � . ��
/; Secretary
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"TRANSFEREE"
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•
THE LA\V FIRN OF
KIMPEL, FUCHS & NORTON, [.LP
C�
117 AtAW STREET \VALKWAy • SUITE 200 • P.O. BOX 3868 • EVA\SVILL[, INDIANA d7737-3868
812 425-i960 • FAR 61? d25-?441 • E-h1AIL kin@evansville.net
November 24, 1999
Billie Jean Barnett
Assessor of Gibson County
Gibson County Courthouse
101 N. Main Street
Princeton, IN 47670
RE: McGiffin Land, Inc.
Dear Ms. Barnett:
THONAS �. KI.VPEL
00\'ALD �.FUCMS
THO�\1AS P. \OPTO\
A.\IV E. $TEI\HART
0. EUCENE�OHNSON
orcou�s[�
ROBERT D. \'ORTO\
�NEI�PFD �89�
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NO V 2 g 1g99
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GIgS p�J � � �`-�.t 2�
OUNrY�J ccc `
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We represent McGiffin Land, Inc. Recently, we submitted to the
Recorder of Gibson County an Affidavit in Aid of Title. A copy of
such Affidavit as recorded is enclosed herewith for your reference.
The purpose of this correspondence is to provide you notice to the
effect that McGiffin Land, Inc. is the owner of the real estate
shown in the Affidavit. It is possible that your records are
showing this real estate to be owned by C.S.D., Inc., an Indiana
corporation, by virtue of a deed dated May 25, 1976 and recorded
May 27, 1976 in Deed Drawer 2, Card 11639. We are enclosing a copy
of such warranty Deed. C.S.D., Inc. never conveyed such real
estate to McGiffin Land, Inc., but McGiffin and C.S.D. merged by
statutory merger in 1980 and such is explained in the enclosed
Affidavit. As a result of the merger, all of the assets of C.S.D.,
Inc. merged into and became a part of the assets of McGiffin Land,
Inc., including the particular real estate set forth.
This letter and Affidavit is submitted so that the tax assessment
records can be amended to show the ownership in McGiffin Land, Inc.
If you have any question regarding this letter or the enclosure,
please do not hesitate to contact us.
Sincerely yours,
KIMPEL, FUCHS & NORTON,
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TPN/dlb
C Thomas P.
Enclosure
cc: Mark A. Foster
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N b: 'TAi� �erm a))rowA {) InJiana Smb Bar .4ue�ialio� J�r ui� i� Indiana. {„� 1 4 J J 7Erm No. �
Uu e/ fM1ii forn rr+�lih(n lrnrlit� e/ la�n and i� li�+ifrd fe )rartiri./ law)rn. � l I I �
�__ WARRANTY DEED . �3
• THIS INDENfURE WITNESSETH. ThBt' Jo�� Iva�t ifeiser a�id l+�nariae L�leiser,
----' husband and wiLe----------------------------------------i•�Grantor")
i ..�,
� of_ Gibson Countp, in the.State of I��diana , CONVEY_
,AND WARRANT_to � S D Z C'(z� I�'i�na Corno�-t�on1------------
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� Gibson _�qunty, in.the�Stete ot Indiana , for the eum
of. � One � Dollare (i 1.00 ) and oth� �
valuable consideration, the receiDt oY which is herebp Lcknowledged, the fotlowing deacsibed real
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� eatate in Gibso.� �unty, in the State of Ind:'ana:
�;��qii.�i.ig in the �outh 1?ne of lot numUer thirty-eight (3E) ia the
-•Origi��al Pian of. i:he Town (r.ow cit,�) oE P�inceton, Eort7-five (75)
�f^et east of the centec thereof, a:id cun t'r.ence east Pifty-nine and
O:1L'—FOULC}! (596) fFet; the:�ce soui.:� thirty-nine and eight ter,ths
�(39.C�) fr_et for a point oc Leginni:ig, and from said poinc of begin-
',nislg cunniny thence south or.e imndrer3 eight and seven tenths (108.7)
—"�EeAt; thence wesE fifty-nine and one-fourth (59�) LE2t; thence north
-�ooe hundred eight. a�d seven tenths (108.7) teet to a poi;�t due west
'of th= point o° ueginning; thence east to the point of beginning..
�ei:tg the same real estate described in Deed Record 122, Page 535,
OF.fice of the 4ecorder of Gibson County, Indiana.
As a Eurther part of the consideration for said real estate, the
C.S.D.;I:IC. (an Indiana Corporation) assumes and a3rees to pay_
the taxes and.assessments now a lien thereon and.payable,in Nov:,_ ,
1977; and all taxes and assess�qenEs as the-same shall become due '.
thereon thereafter. /
����� tlBi�:'
NOV 2 9 1999
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