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Home My WebLink About20090388.tiff ter W. Carr i - " ( 'v') 1 ; ( t'( ( lr iielW. Carr in J. Coates 1M Coates -- k T. f,./ ' I t ( 1 (-t H.Alan Dill ( )bert A. Dill as M. Dunn 455 Sherman Street. Suite 300 _ � .. �.. �.�r/' - - -'1#'')Gt'17 f:.i j .. Hutchings Denver. Coloraco 80203 Phone. 303-777-3737 -...,11 _ >hen M. Lee fax 303-777-3823 ."�L C 0: LI, k -'11j ..i_;, c Matsukage* e D. Pringle DILL DILL CARR STONBRANER & HJICHING5. PC www.cillanddill.corn 'imurthwaite m P Stapen Stonbraker Direct Dial(303) 282-4127 =k D Nd E-Mail: cfontenot@dillanddill.com iced in Nevado a Waldbaum, January 16, 2009 of Counsel VIA FEDERAL EXPRESS Jenny Van Egdom Office of Clerk to the Board Weld County Government 915 10th Street Greeley, CO 80631 RE: Circle K Stores Inc. Retail 3.2% Beer Off-Premises Licenses Circle K Store 2709846; 10963 I-25 Access Rd.; Lic# 21-65089-0120 Corporate Report of Changes—Master File#21-65089 Dear Ms. Van Egdom: Enclosed please find a copy of a Corporate Report of Changes filing for the abov e- referenced Master File Licensee, which was filed with State Liquor Enforcement on December 22, 2008. This Report of Changes reflects the insertion of a newly incorporated holding company, Circle K Delaware Inc., between Circle K Corporation (the former parent entity) and Circle K Stores Inc, (the Master File licensee). The incorporation of Circle K Delaware Inc. was accomplished as part of a corporate reorganization completed by our client for tax purposes. Circle K Stores Inc., the Master File licensee, is now wholly-owned by Circle K Delaware Inc., which is wholly owned by Circle K Corporation. Please note that the officers and directors of Circle K Delaware Inc., Brian P. Hannasch, Geoffrey C. Haxcl, and Daniel A. Abernathy are currently qualified on the Master File for Circle K Stores Inc. G 0013 �tYHr rat-1161/1S ct l 2 ccci 2009-0388 This filing has been approved and acknowledged as such on January 12, 2009. The parent entity and ownership structure are not mentioned in the Master File letter, however, a copy of the acknowledged and approved Form DR8177 and filing documents reflecting this change in corporate structure are provided ter your file. Thank you for your consideration in this matter. Should you have any questions, please call me at 303-282-4127. Sincerely, Christine Fontenot Paralegal encl./cc: our file D--"C O D OLOnAI PARTMENT OF REVENUE REPORT OF CHANGES DO NOT WRITE IN THIS SPACE 1LIQUOR ENFORCEMENT DIVISION 1375 SHERMAN STREET DENVER CO 80261 CORPORATION, LIMITED LIABILITY (3031205-2300 COMPANY AND PARTNERSHIP ACKNOWLEDGED Liquor and 3.2 Beer Licenses (2355)E LLC/PARTNERSHIP SEE INSTRUCTIONS AND JAN 1 2 2008 (2350)IO CORPORATION FEE SCHEDULE ON PAGE 2 MR 1.Co ryorate/L.LGrPannership Name 2.State Tau Account Number 3.State uguor License Number Circle K Stores Inc. Various: Please see attachment Various: see attachment 4.Trade Name 5-Telephone Number — Various: Please see attachment 602-728-8000 6.Address of Licensed Premises City State ZIP Code Various: Please see attachment for listing of all licensed premises in Colorado 7.NIaIIIn0 Address if different than above City State ZIP Code 1130 W. Warner Road Tempe AZ 185284 S. LIST ALL officers,directors(corporation) or Managing Members(L.L.C.)or General Partner(s). Each Officer, Director, Managing Member or Partner MUST FILL OUT a DR 8404-I (individual History Record), Position Names Held Home Address DOB Replaces Dir/Pres. Brian P. Hannasch 8815 W. SR46, Columbus, IN 47201 NONE /Asst Sec, 9. LIST ALL 10%(or more)Stockholders or 10%(or more) Members or 10%(or more) Limited Partners. Each person listed Must Fill out a DR 8404-I(Individual History Record) stockholdern/Members&Partnera owning 10%(or more)of business Owned _ Home Address DOB Replaces Circle K Delaware Inc. 100% 1130 W. Warner Road,Tempe,AZ 85284 - N/A Circle K Corporation 10.Registered Agent Address For Service Corporation Service Company 1560 Broadway,Suite 2090, Denver, CO 80202 OATH OF APPLICANT • /declare under penally of perjury in the second degree that this application and all attachments • are true,corm , and complete to the best of my knowledge. 11.Au Uton gnetvre i Tide Dace r ,��nr Director/President/Secretary —CP' REPORT OF LOCAL,LICENSING AUTHORITY The foregoing changes have been received and-examined by the Local Licensing Authority: • 12.Local Licenslog Authority For J/ ��J fliS ��4r'�"�'r.�--sue Z./ County ❑7own/Ciry Signae a 71ne Date A '3 (%{�(/� UAW f.dt COUw / if/Il/ Date DO NOT WRITE IN THIS SPACE—FOR DEPARTMENT OF REVENUE USE ONLY .LIABILITY INFORMATION • License Account Number Period Cash Fund TOTAL • • -100(999) • Qf1 ➢OO/ZOOd 5 LP'Ol 6002 Zl uer lVEZ30ZE0E xa3 1N3H33803N3 don i1 Christopher W. Can Daniel W. Can John J. Coates Kevin M. Coate=. H. Alan Dil Robert A. Oil • Thomas M. Dunr DDCSi455 Sherman Street, Suite 300 John Hutchings 'Vuw\ Denver, Colorado 80203 Stephen Lee Phone: 303-777-3737 Fay M. Matsukage' fox: 303-777-3823 Bruce D. Pringle DILL DILL Case SIONBRAKER B HUTCHINGS, PC www.dillanddill.com Dean M. Smurthwaitc Adam P Staper Direct Dial(303)282-4127 Jon Stonbrakei E-Mail:cfontenoi@dillanddill.com Patrick D. Toole 'Also licensed in Nevado Leonard Waldbaum December 22, 2008 of Counse VIA COURIER Ms. Kathleen Apodaca Colorado Department Of Revenue Liquor Enforcement Division 1881 Pierce Street, Entrance B, Room 108A Lakewood, Colorado 80214 RE: Master File for Circle K Stores Inc. Filing Corporate Report of Changes— Corporate Reorganization Dear Kathleen: We are the law firm representing Circle K Stores Inc. with respect to its Colorado liquor licensing matters. Enclosed please find Form DR-8177 Corporate Report of Changes for the above-referenced establishment. This report of changes filing reflects the insertion of a newly incorporated holding company, Circle K Delaware Inc., between Circle K Corporation and Circle K Stores Inc., accomplished as part of a corporate reorganization for tax purposes. Please note that of the officers and directors of Circle K Delaware Inc., Brian P. Hannasch and Geoffrey C. Haxel were previously qualified on the Master File, and Daniel A. Abernathy was reported (with Individual History Record Form and fingerprints) on a Corporate Report of Changes filing submitted on May 30, 2008. Upon approval of this report of changes please provide an approval letter, which we will submit to the appropriate local licensing authorities. Thank you for your consideration in this matter. Should you have any questions, please call me at 303-282-4127. Sincerely, Christine Fontenot, Paralegal encl./cc: our file DR 8177(05/09/08) PAGE 1 REPORT OF CHANGES 21 DO NOT WRITE IN THIS SPACE . COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1375 SHERMAN STREET DENVER CO 80261 CORPORATION, LIMITED LIABILITY (303)205-2300 COMPANY AND PARTNERSHIP Liquor and 3.2 Beer Licenses (2355)U LLC/PARTNERSHIP SEE INSTRUCTIONS AND (2350) ✓ CORPORATION FEE SCHEDULE ON PAGE 2 1. Corporate/L.L.C./Partnership Name 2.State Tax Account Number 3.State Liquor License Number Circle K Stores Inc. Various: Please see attachment Various: see attachment 4.Trade Name 5.Telephone Number Various: Please see attachment 602-728-8000 6.Address of Licensed Premises City State ZIP Code Various: Please see attachment for listing of all licensed premises in Colorado 7.Mailing Address if different than above City State ZIP Cede 1130 W. Warner Road Tempe AZ 85284 _ 8. LIST ALL officers, directors (corporation) or Managing Members (L.L.C.) or General Partner(s). Each Officer, Director, Managing Member or Partner MUST FILL OUT a DR 8404-I (Individual History Record). Position Replaces Names Home Address DOB Re Held P Dir/Pres. Brian P. Hannasch 8815 W. SR46 Columbus, IN 47201 NONE , /Asst Sec 9. LIST ALL 10% (or more) Stockholders or 10%(or more) Members or 10%(or more) Limited Partners. Each person listed Must Fill out a DR 8404-I (Individual History Record) Stockholders/Members/Partners owning 10%(or more)of business Owned Home Address DOB Replaces Circle K Delaware Inc. 100% 1130 W.Warner Road, Tempe,AZ 85284 N/A Circle K Corporation 10.Registered Agent Address For Service Corporation Service Company 1560 Broadway, Suite 2090, Denver, CO 80202 OATH OF APPLICANT I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of my knowledge. 11.Authorize Pignature�� / Title Date //' M rte- Director/President/Secretary j �C3 REPORT OF LOCAL LICENSING AUTHORITY The foregoing changes have been received and examined by the Local Licensing Authority. —C-7:41- 12. Local Licensing Authority For ❑County Town/City Signature Title Date Attest Date DO NOT WRITE IN THIS SPACE— FOR DEPARTMENT OF REVENUE USE ONLY LIABILITY INFORMATION License Account Number Period Cash Fund TOTAL -100(999) A Delaware PAGE 1 The ,first State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "CIRCLE K DELAWARE INC. ", FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF JULY, A.D. 2008, AT 9:14 O'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. Pgt anrs �,. o7 7, 0. n •e �Mtin� r_ten°ta°6;4 or boa iiW4iuu,��wlt Harriet Smith Windsor,Secretary of State 4577358 8100 0 a , e AUTHENTICATION: 6740677 080800619 Fr,wn DATE: 07-21-08 You may verify this certificate online at Corp.delaware.gov/authver.shtml State of Delaware Secretary of State Division of Corporations Delivered 09:22 AM 07/21/2008 FILED 09:14 AM 07/21/2008 CERTIFICA I E OF INCORPORATION SRV 080800619 - 4577358 FILE FIRST: The name of this corporation shall be CIRCLE K DELAWARE INC. SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY. THIRD: The purpose or purposes of the corporation shall be: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The total number of shares of stock, which this corporation is authorized to issue is Three Thousand (3,000) shares of common stock,each with a par value of One Cent($.01)per share. FIFTH: The name and address of the incorporator is as follows: Corporation Service Company 2711 Centerville Road,Suite 400 Wilmington,Delaware 19808 SIXTH: The Board of Directors shall have the power to adopt,amend or repeal the by-laws. SEVENTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this twenty-first day of July, A.D. 2008. Corporation Service Company, Incorporator By:Name:Name: Ann Brzosk Assistant Secretary DE BC D-:CERTIFICATE OF INCORPORATION-SHORT SPECIMEN 09/00-1 (D6HORT) City of Wilmington County of New Castle Dated: July 21, 2008 ORGANIZATION ACTION IN WRITING OF INCORPORATOR OF CIRCLE K DELAWARE INC. (Incorporated in Delaware on July 21, 2008) The following action is taken this day through this instrument by the incorporator of the above corporation: 1. The election of the following person[s] to serve as the director[s] of the corporation until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal: BRIAN HANNASCH DAN ABERNATHY GEOFFREY HAZEL Corporation Service Company,Incorporator By: >. L Name: M Ann Brzoska Assistant ecretary DE BC D-ORGANIZATION ACTION I I/99(DEACT) CANADA PROVINCE OF QUEBEC CERTIFICATION I, the undersigned, SYLVAIN AUBRY, Assistant Secretary of CIRCLE K DELAWARE INC. (the "Corporation"), hereby certify that the following list fully represents the current directors and officers of the Corporation and that as of this date, there has been no changes. Directors Brian Hannasch Geoffrey C. Haxel Dan Abernathy Officers Name Office BRIAN HANNASCH President and Secretary GEOFFREY C. HAXEL Vice-President DAN ABERNATHY Treasurer and Assistant Secretary SYLVAIN AUBRY Assistant Secretary Sole Shareholder The Circle K Corporation DATED at Laval, Province of Quebec, Canada, this 7th day of October 2008. Sylvain Aubry • Assistant Secretary CANADA PROVINCE OF QUEBEC CERTIFICATION I, the undersigned, SYLVAIN AUBRY, Assistant Secretary of CIRCLE K STORES INC. (the "Corporation"), hereby certify that Circle K Delaware Inc. is the sole stockholder of the Corporation as of the date hereof. DATED at Laval, Province of Quebec, Canada, this 7`h day of October 2008. Sylvain Aubry "lj:i Assistant Secretary Y ' CORPORATE STRUCTURE CHART (BEFORE 2008 CORPORATE RESTRUCTURING) Alimentation Couche-Tard, Inc. (publicly traded) 100% Owner Depan-Escompte Couche-Tard, Inc. 100% Owner Couche-Tard Inc. 100% Owner • Mac's Convenience Stores, Inc. 100% Owner • Nova Scotia Company General Partner Limited Partner rCouche-Tard U.S. LP 100% Owner • Circle K Corporation 100% Owner Circle K Stores, Inc. CORPORATE STRUCTURE CHART (AFTER 2008 CORPORATE RESTRUCTURING) Alimentation Couche-Tard, Inc. (publicly traded) 100% Owner • Depan-Escompte Couche-Tard, Inc. 100% Owner • Couche-Tard Inc. 100% Owner • Mac's Convenience Stores, Inc. 100% Owner • Nova Scotia Company General Partner Limited Partner • Couche-Tard U.S. LP 100% Owner • Circle K Corporation 100% Owner ♦ Circle K Delaware Inc. I 100% Owner • Circle K Stores, Inc. Hello