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EXHIBIT 99.3
ARTICLES OF MERGER
OF
JumboSports Inc.
AND
Sports & Recreation Reincorporation, Inc.
To the Secretary of State
State of Florida
Pursuant to the provisions of the Florida Business Corporation Act, the
Florida wholly owned subsidiary business corporation and the foreign parent
business corporation named below do hereby adopt the following Articles of
Merger.
1. Annexed hereto and made a part hereof is the Plan and Agreement of
Merger, as amended, for merging JumboSports Inc. ("Sports") (formerly known as
Sports & Recreation, Inc. but which has adopted the new name pursuant to
another merger of even date herewith with a wholly owned Delaware subsidiary
known as Sports & Recreation Macro Sports, Inc.) into Sports & Recreation
Reincorporation, Inc. (the "Company") as approved by the Shareholders of Sports
on June 12, 1996.
2. The effective time and date of the merger herein provided for in the
State of Florida shall be the date and time when these Articles of Merger shall
be filed with the Secretary of State of the State of Florida.
3. Approval of the Plan and Agreement of Merger by the Shareholders of the
Company was not required because the Company was a wholly owned subsidiary of
Sports.
4. The merger of Sports with and into the Company is permitted by the laws
of Delaware, its jurisdiction of organization, and is in compliance with said
laws. The Plan and Agreement of Merger was adopted by the Board of Directors
of Sports on April 5, 1996 and was amended by the Board of Sports on December
18, 1996.
5. As to the Company, the aforesaid Plan of Merger was adopted in
accordance with the provisions of the Florida Business Corporation Act on April
23, 1996 and amended on December 13, 1996.
6. The Company will be the Surviving Corporation in the Merger and from
and after the effective time of the Merger will change its name to JumboSports
Inc.
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