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- S-4 Registration of securities issued in business combination transactions
- 3.4 Articles of Incorporation
- 3.4 Certificate of Amendment
- 3.4 Bylaws
- 3.5 Articles of Incorporation
- 3.5 Bylaws
- 3.6 Articles of Incorporation
- 3.6 Certificate of Increase
- 3.6 Amended Articles of Incorporation
- 3.6 Amended Articles of Incorporation
- 3.6 Bylaws
- 3.7 Certificate of Limited Partnership
- 3.7 Agreement of Limited Partnership
- 3.8 Articles of Incorporation
- 3.8 Bylaws
- 3.9 Articles of Incorporation
- 3.9 Bylaws
- 3.10 Limited Liability Company Certificate of Formation
- 3.10 Operating Agreement
- 3.11 Certificate of Incorporation
- 3.11 Certificate of Amendment
- 3.11 Bylaws
- 3.12 Certificate of Incorporation
- 3.12 Certificate of Merger
- 3.12 Certificate of Amendment
- 3.12 Bylaws
- 3.13 Amended and Restated Articles of Incorporation
- 3.13 Plan of Reorganizations
- 3.13 Agreement of Merger
- 3.13 Agreement of Merger
- 3.13 Bylaws
- 3.14 Certificate of Incorporation
- 3.14 Certificate of Merger
- 3.14 Certificate of Amendment
- 3.14 Bylaws
- 3.15 Articles of Incorporation
- 3.15 Certificate of Amendment
- 3.15 Certificate of Amendment
- 3.15 Bylaws
- 3.16 Certificate of Incorporation
- 3.16 Bylaws
- 3.17 Certificate of Incorporation
- 3.17 Bylaws
- 3.18 Certificate of Incorporation
- 3.18 Certificate of Merger
- 3.18 Certificate of Amendment
- 3.18 Certificate of Merger
- 3.18 Certificate of Merger
- 3.18 Bylaws
- 3.18 Amendment to Bylaws
- 3.19 Certificate of Incorporation
- 3.19 Certificate of Merger
- 3.19 Bylaws
- 3.20 Certificate of Incorporation
- 3.20 Certificate of Merger
- 3.20 Bylaws
- 3.21 Restated Articles of Incorporation
- 3.21 Amended and Restated Bylaws
- 3.22 Certificate of Incorporation
- 3.22 Certificate of Amendment
- 3.22 Certificate of Merger
- 3.22 Bylaws
- 3.23 Articles of Incorporation
- 3.23 Articles of Merger
- 3.23 Articles of Amendment
- 3.23 Bylaws
- 3.23 Amendment to the Bylaws
- 3.24 Articles of Incorporation
- 3.24 Certificate of Amendment
- 3.24 Certificate of Amendment
- 3.24 Certificate of Merger
- 3.24 Certificate of Merger
- 3.24 Bylaws
- 3.24 Amendment to Bylaws
- 3.25 Certificate of Incorporation
- 3.25 Certificate of Merger
- 3.25 Certificate of Merger
- 3.25 Certificate of Amendment
- 3.25 Bylaws
- 3.26 Certificate of Incorporation
- 3.26 Certificate of Amendment
- 3.26 Bylaws
- 3.27 Certificate of Incorporation
- 3.27 Bylaws
- 3.28 Certificate of Limited Partnership
- 3.28 Agreement of Limited Partnership
- 3.29 Certificate of Incorporation
- 3.29 Certificate of Amendment
- 3.29 Bylaws
- 10.10 Employment Agreement
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 23.1 Consent of Pricewaterhousecoopers LLP
- 25.1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to DTC Participants
- 99.4 Form of Letter to Clients
- 21 Nov 06 Registration of securities issued in business combination transactions
- 22 Jun 04 Registration of securities issued in business combination transactions (amended)
- 16 Jun 04 Registration of securities issued in business combination transactions (amended)
- 13 May 04 Registration of securities issued in business combination transactions
Exhibit 3.18(b)
CERTIFICATE OF MERGER
OF
BAER ENTERPRISES, INC.
INTO
ROBERT J. BAER, INC.
Pursuant to the provisions of Chapter 10 on the New Jersey Business Corporation Act, the undersigned corporations, Robert J. Baer, Inc., a New Jersey corporation and Baer Enterprises, Inc., a New Jersey corporation, adopt the following Certificate of Merger for the purpose of merging Baer Enterprises, Inc. into Robert J. Baer, Inc.:
PLAN OF MERGER
1. The Plan of Merger setting forth the terms and conditions of the merger of Baer Enterprises, Inc. into Robert J. Baer, Inc. is annexed to this Certificate as an exhibit.
ADOPTION OF THE PLAN
2. The Plan of Merger was approved by the Board of Directors of Robert J. Baer, Inc. at a special meeting of the board held on July 30, 1992 and the approval of the shareholders of Robert J. Baer, Inc. or Baer Enterprises, Inc. is not required to effectuate the Plan of Merger pursuant to N.J.S.A. 14A:10-5.1.
(a) | Baer Enterprises, Inc. has one class of common stock and one class of preferred stock, currently issued and outstanding, as follows: |
Common Stock 1,050.5 shares
Preferred Stock 1,950 shares
(b) | Robert J. Baer, Inc. owns the issued and outstanding stock of Baer Enterprises, Inc. as follows: |
Common Stock 1,050.5 shares (100%)
Preferred Stock 1,950 shares (100%)
EFFECTIVE DATE
3. The Plan of Merger shall be effective upon the filing of this Certificate with the Secretary of State.
IN WITNESS WHEREOF, each of the undersigned corporations has caused this Certificate to be signed and sealed this 30 day of July 1992.
ATTEST:
BAER ENTERPRISES, INC. | ||||||
/s/ Herbert J. Mitschele | By: | /s/ Michael D. Mitschele | ||||
Herbert J. Mitschele, III, Secretary | Michael D. Mitschele, President |
ATTEST: | ROBERT J. BAER, INC. | |||||
/s/ Herbert J. Mitschele | By: | /s/ Michael D. Mitschele | ||||
Herbert J. Mitschele, III | Michael D. Mitschele, President |