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April 18, 1983
Weld County, Colorado
C/0 Board of County Commissioner
Weld County Centennial Center
915 10th Street
Greeley, CO 80631
RE: Notice of Merger and Name Change
To Whom It May Concern:
Effective March 8, 1983, General American Oil Company of Texas
as authorized by its stockholders , merged into Phillips Oil Company,
an indirect wholly owned subsidiary of Phillips Petroleum Company,
and the separate corporate existence of General American Oil Company
of Texas ceased. Phillips Oil Company, as the surviving corporation,
has succeeded to all assets, liabilities, and business of General
American Oil Company of Texas. All correspondence formerly addressed
to General American Oil Company of Texas should now be addressed to
Phillips Oil Company.
Pursuant to the above, we have enclosed herewith an original
Certificate of Merger evidencing this transaction. Should there be
any questions with regard to the above, please contact the undersigned.
(See attached list. )
Sincerely,
. E . o
L. E. Dooley
Senior Staff Landman
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State
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DELAWARE
Office of SECRETARY OF STATE
I, Glenn C. Kenton, Secretary of State of the State of Delaware,
do hereby certify that the attached is a true and correct copy of
Merger
Certificate of
filed in this office on March 8, 1983
ikcfENT GF sT
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w• Glenn C. Kenton,Secretary of State
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BY: .
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,Lrya March 9, 1983
j t't.A W Pi4 DATE:
Form 130
-
CERTIFICATE OF MERGER
OF
GENERAL AMERICAN OIL COMPANY OF TEXAS
INTO
PHILLIPS OIL COMPANY
Under Section 251 of the General Corporation
Law of the State of Delaware
Pursuant to Section 251 (c) of the General Corporation
Law of the State of Delaware, PHILLIPS OIL COMPANY, a Delaware
corporation ( "Phillips") , hereby certifies the following
information relating to the merger of GENERAL AMERICAN OIL
COMPANY OF TEXAS, a Delaware corporation ( "General American") ,
with and into Phillips (the "Merger") .
1. The names and states of incorporation of Phillips
and General American, which are the constituent corporations in
the Merger (the "Constituent Corporations") , are:
Name State of Incorporation
PHILLIPS OIL COMPANY Delaware
GENERAL AMERICAN OIL
COMPANY OF TEXAS :Delaware
2 . The Agreement and Plan of Merger, dated as of
February 11, 1983 (the "Agreement of Merger") , between Phillips
and General American, setting forth the terms and conditions of
the Merger, has been approved, adopted, certified, executed and
acknowledged by each of the Constituent Corporations in
accordance with the provisions of Section 251 (c) of the General
Corporation Law of the State of Delaware.
3 . The name of the corporation surviving the Merger is
"PHILLIPS OIL COMPANY. "
4 . The Certificate of Incorporation of Phillips Oil
Company, as in effect at the time of filing of this Certificate of
Merger, shall be the Certificate of Incorporation of the surviving
corporation of the Merger.
5. The executed Agreement of Merger is on file at the
principal place of business of the surviving corporation of the
Merger, which is located at Phillips Building, Bartlesville,
Oklahoma 74004.
6. A copy of the Agreement of Merger will be furnished
by the surviving corporation of the Merger, on request and
without cost, to any stockholder of either of the Constituent
Corporations .
IN WITNESS WHEREOF, this Certificate of Merger has been
executed on this 8th day of March, 1983.
PHILLIPS OIL COMPANY
By: .� 01
Vice PYesident�
[Corporate Seal )
Attest:
As tant Secretary
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CROSS REFERENCE
WELD COUNTY, COLORADO
BOARD OF COUNTY COMMISSIONER
h LEASE NO. EXP. DATE PROSPECT NO./NAME GROSS AC. NET AC.
`\'' 20943.00 9/25/83 716-M - Lyons 80 80
T8N - R66W - Sec 24: E/2 SE
40
�µQfD 20944.00 9/25/83 716-M - Lyons 240 240
T8N - R66W, Sec 14: W/2 SE, NW
r7 21960.00 4/15/86 716-M - Lyons 160 160
LFar "" T9N - R66W, 6th PM, Sec 12: NE
Lilt 21961.00 4/15/86 716-M - Lyons 160 160
O 70 T9N - R66W, 6th PM, Sec 14: SE
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