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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 3.13(d)
AGREEMENT OF MERGER
This Agreement of Merger (this “Agreement”) is entered into as of April 28, 2000 among Central Concrete Supply Co., Inc a California corporation (“Central”), Bay Cities Building Materials Co., Inc., a California corporation (“Bay Cities”), Walker’s Concrete, Inc., a California corporation (all three corporations being wholly-owned subsidiaries of U.S. Concrete, Inc., a Delaware corporation), and B.C.B.M. Transport, Inc., a California corporation and wholly-owned subsidiary of Bay Cities (the latter three companies referred to collectively herein as the “Non-Surviving Corporations”).
1. The Non-Surviving Corporations shall be merged with and into Central, with Central as the surviving corporation (the “Merger”).
2. Automatically, and by virtue of the Merger:
(a) Each share of each Non-Surviving Corporation’s stock held in the treasury of each Non-Surviving Corporation immediately prior to the Merger shall be cancelled and retired and cease to exist without any conversion thereof.
(b) Each share of each Non-Surviving Corporation’s stock issued and outstanding immediately prior to the Merger shall be cancelled and retired and cease to exist without any conversion thereof.
3. The outstanding shares of Central shall remain outstanding and are not affected by the Merger.
4. The Non-Surviving Corporations shall from time to time, as and when requested by Central, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this Merger.
5. The effect of the Merger and the effective date of the Merger are as prescribed by law.
This Agreement of Merger may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement of Merger.
1
IN WITNESS WHEREOF, the parties have executed this Agreement.
CENTRAL CONCRETE SUPPLY CO., INC. | ||
By: | /s/ William T. Albanese | |
William T. Albanese President |
By: | /s/ Donald C. Wayne | |
Donald C. Wayne Secretary |
B.C.B.M. TRANSPORT, INC. | ||
By: | /s/ Neil J. Vannuci | |
Neil J. Vannuci President |
By: | /s/ Donald C. Wayne | |
Donald C. Wayne Secretary |
BAY CITIES BUILDING MATERIALS CO., INC. | ||
By: | /s/ Neil J. Vannuci | |
Neil J. Vannuci President |
By: | /s/ Donald C. Wayne | |
Donald C. Wayne Secretary |
WALKER’S CONCRETE, INC. | ||
By: | /s/ Robert A. Walker | |
Robert A. Walker President |
By: | /s/ Donald C. Wayne | |
Donald C. Wayne Secretary |
2