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- S-4/A Registration of securities issued in business combination transactions
- 3.11 Certificate of Incorporation of Jacuzzi Brands, Inc.
- 3.12 Certificate of Incorporation of Oep, Inc.
- 3.13 Certificate of Incorporation of Oei, Inc.
- 3.14 Certificate of Incorporation of Krikles, Inc.
- 3.15 Certificate of Incorporation of Krikles Europe U.s.a. Inc.
- 3.16 Certificate of Incorporation of Krikles Canada U.s.a. Inc.
- 3.17 Certificate of Incorporation of Zurco, Inc.
- 3.18 Certificate of Incorporation of Zurn (Cayman Islands), Inc.
- 3.19 Certificate of Incorporation of Zurn Pez, Inc.
- 3.20 Certificate of Incorporation of Usi Atlantic Corp.
- 3.21 Certificate of Incorporation of Environmental Energy Company
- 3.22 Certificate of Incorporation of HL Capital Corp.
- 3.23 Certificate of Incorporation of Zurnacq of California, Inc.
- 3.24 Certificate of Incorporation of Zurn Constructors, Inc.
- 3.25 Certificate of Incorporation of Gary Concrete Products, Inc.
- 3.26 Certificate of Incorporation of Sanitary-dash Manufacturing Co. Inc.
- 3.27 Certificate of Incorporation of Zurn Epc Services, Inc.
- 3.28 Certificate of Incorporation of Zurn Industries, Inc.
- 3.39 By-laws of Jacuzzi Brands, Inc.
- 3.40 By-laws of Oep, Inc.
- 3.41 By-laws of Oei, Inc.
- 3.42 By-laws of Krikles, Inc.
- 3.43 By-laws of Krikles Europe U.s.a. Inc.
- 3.44 By-laws of Krikles Canada U.s.a. Inc.
- 3.45 By-laws of Zurco, Inc.
- 3.46 By-laws of Zurn (Cayman Islands), Inc.
- 3.47 By-laws of Zurn Pex, Inc.
- 3.48 By-laws of Usi Atlantic Corp.
- 3.49 By-laws of Environmental Energy Company
- 3.50 By-laws of HL Capital Corp.
- 3.51 By-laws of Zurnacq of California, Inc.
- 3.52 By-laws of Zurn Constructors, Inc.
- 3.53 By-laws of Gary Concrete Products, Inc.
- 3.54 By-laws of Sanitary-dash Manufacturing Co. Inc.
- 3.55 By-laws of Zurn Epc Services, Inc.
- 3.56 By-laws of Zurn Industries, Inc.
- 4.14 Second Supplemental Indenture
- 4.15 Registration Rights Agreement
- 4.16 Second Supplemental Indenture
- 4.17 Form of 144A Note
- 5.1 Opinion of O'melveny & Myers LLP
- 10.14 Senior Note Indenture
- 10.15 First Supplemental Indenture
- 10.16 Registration Rights Agreement
- 21.1 List of Subsidiaries
- 23.1 Consent of Ernst & Young, LLP
- 23.2 Consent of Ernst & Young, LLP
- 24.1 Power of Attorney
- 30 Jun 10 Registration of securities issued in business combination transactions
- 7 Mar 07 Registration of securities issued in business combination transactions
- 8 Feb 07 Registration of securities issued in business combination transactions (amended)
- 17 Jan 07 Registration of securities issued in business combination transactions
- 9 Jan 03 Registration of securities issued in business combination transactions
EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, each of the subsidiaries of Jacuzzi Brands, Inc. listed on Annex I are guarantors (the “Guarantors”) of the 9 1/2% Senior Notes due 2014 and the 11 3/4% Senior Subordinated Notes due 2016 co-issued by RBS Global, Inc. and Rexnord LLC (collectively, the “Initial Securities”) which are being exchanged for registered notes which are substantially identical in all material respects to the Initial Securities; and
WHEREAS, each of the individuals who have signed this Power of Attorney is (i) a principal executive officer, (ii) a principal financial officer, (iii) a controller or principal accounting officer or (iv) a director of one or more Guarantors (collectively, a “Signor”);
Now Therefore:
Each person whose signature appears below hereby constitutes and appoints Patricia Whaley and George C. Moore, and each acting alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to Registration Statement No. 333-140040 with respect to each of the Guarantors for which the undersigned is a Signor in any capacity, whether pre-effective or post-effective, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to such Registration Statement or any amendments or supplements hereto in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Dated: February 7, 2007
/s/ Robert A. Hitt | /s/ Steven Barre | |||
By: Robert A. Hitt | By: Steven Barre | |||
/s/ George C. Moore
| /s/ Jeffrey Park | |||
By: George C. Moore | By: Jeffrey Park | |||
/s/ Alex P. Marini
| /s/ William Demeritt | |||
By: Alex P. Marini | By: William Demeritt | |||
/s/ Edmund Krainski
| /s/ George Warren, Jr. | |||
By: Edmund Krainski | By: George Warren, Jr. | |||
/s/ Patricia Genzel
| /s/ Tammy Bishop | |||
By: Patricia Genzel | By: Tammy Bishop |