EXHIBIT 3.15
ARTICLES OF INCORPORATION
OF
SEALY OF MARYLAND AND VIRGINIA, INC.
FIRST: I, M. Peter Moser, whose post office address is 1300 Mercantile Bank & Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201, being at least eighteen (18) years of age, hereby form a corporation under and by virtue of the General Laws of the State of Maryland.
SECOND: The name of the corporation (hereinafter called the “Corporation”) is
SEALY OF MARYLAND AND VIRGINIA, INC.
THIRD: The purposes for which the Corporation is formed are:
(a) To engage in the business of manufacturing, selling, leasing and distributing mattresses, furniture cushions and other bedding products and furniture and related products.
(b) To carry on any of its business and activity in the State of Maryland, in any state, territory, district or dependency of the United States, or in any foreign country.
(c) To do anything permitted in Section 2-103 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time.
FOURTH: The post office address of the principal office of the Corporation in this State is Baltimore Beltway at Exit 10, Baltimore, Maryland 21227. The name and post office address of the resident agent of the Corporation in this State is M. Peter Moser, 1300 Mercantile Bank & Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201. Said agent is an individual actually residing in this State.
FIFTH: The total authorized capital stock of this Corporation is 1,200,100 shares, consisting of 1,000,000 shares of Preferred Stock of the par value of $10.00 each, 100 shares of Class A Common Stock of the par value of $1.00 each, and 200,000 shares of Class B Common Stock of the par value of $1.00 each. The aggregate par value of all shares of all classes of stock is $10,200,100. The description of each class of stock, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and qualifications of each class of stock are as follows:
PREFERRED STOCK
(a) DIVIDENDS: The holders of Preferred Stock shall be entitled to receive from the surplus or net profits of the Corporation, when and as declared by its Board of Directors, dividends at the rate of $1.20 per share per annum, payable annually on the 15th day of January of each year. Such dividends shall be non-cumulative, but shall be payable for the current fiscal year of the Corporation before any dividends shall be paid or set apart for the Common Stock for such current fiscal year. The Preferred Stock shall not be entitled to
participate in or receive any dividends or share of profits, whether payable in cash, stock or property, in excess of the aforesaid non-cumulative dividends.
(b) PREFERENCES UPON LIQUIDATION: In the event of liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the issued and outstanding Preferred Stock shall be entitled to receive out of the assets before any distribution to the holders of any other issued stock a sum equal to $10.00 for each share plus all declared but unpaid non-cumulative dividends thereon.
A consolidation or merger of the Corporation with any other corporation or corporations shall not be deemed to be a liquidation, dissolution or winding up within the meaning of the foregoing clause.
(c) VOTING RIGHTS: Except as otherwise provided by law, the holders of the Preferred Stock shall not be entitled to vote under any circumstances or in connection with any action taken by the Corporation.
(d) REDEMPTION: At the option of the Board of Directors, the whole or any part of the Preferred Stock outstanding at any time may be redeemed on any of the respective dates fixed for the payment of dividends thereon, at a price equal to $11.00 per share, together with all declared, but unpaid dividends accrued thereon to the date of redemption, upon not less than thirty (30) days previous notice given by mail to the holders of record of the Preferred Stock. In the event that less than all of the outstanding Preferred Stock is to be redeemed, the redemption may be effected by lot or pro rata, in such manner as may be prescribed by resolution of the Board of Directors. After any of the outstanding Preferred Stock shall have been called for redemption and the holders thereof duly notified and the funds necessary to effect such redemption shall have been set aside by the Board of Directors, the holders thereof shall have no further rights as stockholders of the Corporation but shall be entitled only upon presentation of the certificates properly endorsed to receive the redemption value thereof, as above set forth. Notice of redemption shall be deemed to have been given when addressed to such Preferred Stockholders at their addresses recorded on the books of the Corporation and deposited in the United States mail.
COMMON STOCK
The Class A Common Stock and the Class B Common Stock shall be identical in all respects, except as follows:
(a) VOTING RIGHTS: The holders of the Class B Common Stock shall have no voting rights, powers or privileges for any purposes, except as otherwise required by law, and the holders of the Class A Common Stock, to the exclusion of the holders of the Class B Common Stock and Preferred Stock, shall have all voting rights, powers and privileges as stockholders of the Corporation.
(b) STOCK DIVIDENDS: Stock dividends may not be payable in shares of Class A Common Stock; stock dividends payable in shares of Class B Common Stock may be paid only to holders of Class B Common Stock.
2
(c) PARTICIPATION IN DIVIDENDS, ETC.: As long as any of the Class B Common Stock shall be issued and outstanding, no dividends shall be payable with respect to the Class A Common Stock. In the event that dividends are declared at a time when there is no Class B Common Stock issued and outstanding, such dividends may be paid to the holders of the Class A Common Stock, pro rata according to their stockholdings, after the holders of the Preferred Stock have been paid the non-cumulative preferred dividends, described hereinabove. In the event of the dissolution, liquidation or winding up of the Corporation at a time when any Class B Common Stock is issued and outstanding, after the distribution of assets to the holders of the Preferred Stock as provided hereinabove, the holders of the Class A Common Stock and the Class B Common Stock shall share equally in the distribution of assets, to the extent of $1.00 per share, and the holders of the Class A Common Stock shall be entitled to receive no further distributions, all such further distribution being payable to the holders of the Class B Common Stock, pro rata according to their stockholdings. In the event of the dissolution, liquidation or winding up of the Corporation at a time when no Class B Common Stock is issued and outstanding, after the distribution of assets to the holders of the Preferred Stock as provided hereinabove, the holders of the Class A Common Stock shall share in all distributions pro rata according to their stockholdings.
SIXTH: Concerning proposed actions requiring the approval of one or more, or all, classes of stock, on all such matters with respect to which the vote of more than a majority of all votes entitled to be cast is otherwise required under the Corporations and Associations Article of the Annotated Code of Maryland (including, without limitation, the approval of a proposed consolidation, merger, share exchange, transfer of assets, amendment to the articles of incorporation, or dissolution), the vote of a majority of all votes of any class of stock entitled to be cast on the matter shall be necessary and sufficient to approve such action.
SEVENTH: The number of directors of the Corporation shall be 3, which number may be increased or decreased pursuant to the By-Laws of the Corporation, and so long as there are less than 3 stockholders, the number of directors may be less than 3 but not less than the number of stockholders. The names of the directors, who shall act until the first annual meeting or until their successors are duly chosen and qualified are: Marc Rudick, Wayne Rudick and Bernard Reiss.
EIGHTH: No Stockholders of the Corporation shall have any preferential or pre-emptive right to acquire additional shares of stock of the Corporation except to the extent that, and on such terms as, the Board of Directors from time to time may determine.
NINTH: The Corporation shall have the power to indemnify, by express provision in its By-Laws, by Agreement or by majority vote of either its stockholders or disinterested directors, any one or more of the following classes of individuals: (1) present or former directors and/or officers of the Corporation, (2) present or former agents and/or employees of the Corporation, (3) present or former administrators, trustees or other fiduciaries under pension, profit sharing, deferred compensation, or any other employee benefit plan maintained by the Corporation and (4) persons serving or who have served at the request of the Corporation in any of the aforementioned capacities for any other corporation, partnership, joint venture, trust, or other enterprises. Provided, however, that the Corporation shall not have the power to indemnify any person if such indemnification would be contrary to Section 2-418 of the
3
Corporations and Associations Article of the Annotated Code of Maryland, or any statute, rule or regulation of similar import.
IN WITNESS WHEREOF, I do hereby acknowledge these Articles of Incorporation to be my act this 23rd day of September, 1980.
| M. Peter Moser | (SEAL) |
| M. Peter Moser |
|
4
ARTICLES OF TRANSFER
BETWEEN
THE MARYLAND BEDDING COMPANY
AND
SEALY OF MARYLAND AND VIRGINIA, INC.
THIS IS TO CERTIFY THAT:
FIRST: The Maryland Bedding Company, a Maryland corporation (the “Transferor”) agrees to transfer a substantial portion of its property and assets unto Sealy of Maryland and Virginia, Inc., a Maryland corporation (the “Transferee”).
SECOND: The Transferor is a body corporate incorporated under the general laws of the State of Maryland. The Transferor’s principal office is in Baltimore County, Maryland. The Transferor owns no interest in land in the State of Maryland, the title to which could be affected by the recording of an instrument among the land records.
THIRD: The Transferee is a body corporate incorporated under the general laws of the State of Maryland. The principal office of the Transferee is in Baltimore County, Maryland. The principal place of business of the Transferee in the State of Maryland is located at Baltimore Beltway at Exit 10, Baltimore, Maryland 21227. The Transferee’s agent for the service of process in the State of Maryland is M. Peter Moser, 1300 Mercantile Bank & Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201.
FOURTH: The terms and conditions of the transaction set forth in these Articles of Transfer were advised, authorized and approved by each Corporation party to these Articles of Transfer in the manner and by the vote required by its charter and the laws of the place where it is organized.
FIFTH: The transactions set forth in these Articles of Transfer were approved by the Transferor in the following manner. By unanimous written consent in lieu of a meeting, the Board of Directors of the Transferor adopted a resolution declaring that the proposed transaction is advisable on terms and conditions substantially similar to those set forth in the resolution, and directed that the proposed transaction be submitted for consideration by the Stockholders of the Corporation. The proposed transaction was approved by all of the Stockholders of the Transferor by unanimous written consent in lieu of a meeting.
SIXTH: The proposed transaction was approved by the Transferee in the following manner. The proposed transaction was advised, authorized and approved by the Board of Directors of the Transferee, and in the manner and by the vote required by the charter and by-laws of the Transferee and by the laws of the State of Maryland.
SEVENTH: The nature and amount of consideration to be paid by the Transferee to the Transferor for the assets to be transferred by the Transferor are as follows. The consideration to be paid by the Transferee shall be $1,500,000, all of which shall be paid
pursuant to a Promissory Note issued by the Transferee to Transferor, and the assumption by the Transferee of certain business debts and liabilities in amounts aggregating $3,329,187.49.
IN WITNESS WHEREOF, on this 15th day of January 1981, The Maryland Bedding Company and Sealy of Maryland and Virginia, Inc. have caused these presents to be executed on their behalf by their respective Presidents and attested by their respective Secretaries or Assistant Secretaries, and their respective Presidents acknowledge, under penalties of perjury, that these Articles of Transfer are the corporate act of each of said corporations and that the facts and matters set forth herein are true in all material respects.
ATTEST: | THE MARYLAND BEDDING COMPANY | ||||
|
| ||||
|
| ||||
/s/ | Ellsworth Orem |
| By | /s/ Joseph R. Rudick | (SEAL) |
Ellsworth Orem, Secretary |
| Joseph R. Rudick, President | |||
|
| ||||
ATTEST: | SEALY OF MARYLAND AND VIRGINIA, INC. | ||||
|
| ||||
|
| ||||
/s/ | Wayne Rudick |
| By | /s/ Marc E. Rudick | (SEAL) |
Wayne Rudick, Secretary |
| Marc E. Rudick, President | |||
2
ARTICLES OF TRANSFER
BETWEEN
SEALY OF MARYLAND AND VIRGINIA, INC.
AND
MARC E. RUDICK
AND
BERNARD REISS
AND
WAYNE RUDICK
AND
MELVIN ADELSON
THIS IS TO CERTIFY:
FIRST: SEALY OF MARYLAND AND VIRGINIA, INC., a Maryland corporation (the “Transferor”) agrees to transfer a substantial portion of its property and assets, as specifically set forth on Exhibit A attached hereto, unto MARC E. RUDICK, BERNARD REISS, WAYNE RUDICK and MELVIN ADELSON, constituting all of the Class B Common Stockholders of the Transferor (hereafter collectively referred to as the “Stockholders” or as the “Transferee”).
SECOND: The Transferor is a body corporate incorporated under the general laws of the State of Maryland. The Transferor’s principal office is located at Exit 10 at Beltway, Baltimore County, Maryland 21227. The Transferor owns no interest in land, the title to which could be affected by the recording of an instrument among the land records.
THIRD: The business address of each Transferee is located at 1003 St. George’s Road, Baltimore City, Maryland 21210.
FOURTH: The terms and conditions of the transaction set forth in these Articles of Transfer were advised, authorized, and approved by the Transferor in the manner and by the vote required by its charter and the laws of the place where it is organized.
FIFTH: The transaction set forth in these Articles of Transfer were approved by the Transferor in the following manner. The Board of Directors of the Transferor adopted a resolution declaring that the proposed transaction described herein is advisable, and directed that the proposed
transaction be submitted to the stockholders for consideration and approval. The stockholders adopted a resolution declaring that the proposed transaction described herein is approved.
SIXTH: The nature and amount of the consideration to be paid by the Transferee to the Transferor for the assets to be transferred to the Transferor is as follows. The consideration to be paid by the Transferee is the surrender to the Transferor of those shares of Class B Common Stock of the Transferor held by each Transferee as set forth in Exhibit B attached hereto.
IN WITNESS WHEREOF, on this 29th day of December, 1986, Sealy of Maryland and Virginia, Inc. has caused these presents to be executed on its behalf by its President and attested by its Assistant Secretary, and Marc E. Rudick, Bernard Reiss, Wayne Rudick and Melvin Adelson, have each executed these Articles of Transfer on his own behalf, and the President of Sealy of Maryland and Virginia, Inc. and each Transferee hereby acknowledges, under penalties for perjury, that these Articles of Transfer are the act of the party executing the Articles of Transfer and that the facts and matters set forth herein are true in all material respects.
ATTEST: |
| SEALY OF MARYLAND AND VIRGINIA, INC. | ||||
|
|
| ||||
|
| By: |
| /s/ | Marc E. Rudick |
|
/s/ |
|
| President |
| ||
, Assistant Secretary |
|
| ||||
|
| - Transferor - | ||||
|
|
| ||||
WITNESS: |
|
| ||||
|
|
|
| /s/ | Marc E. Rudick |
|
/s/ |
| Marc E. Rudick | ||||
|
|
| ||||
/s/ |
|
|
| /s/ | Bernard Reiss |
|
|
| Bernard Reiss | ||||
|
|
| ||||
/s/ |
|
|
| /s/ | Wayne Rudick |
|
|
| Wayne Rudick | ||||
|
|
| ||||
/s/ |
|
|
| /s/ | Melvin Adelson |
|
|
| Melvin Adelson | ||||
|
|
| ||||
|
| - Transferee - | ||||
2
Exhibit A
PURCHASED ASSETS
1. FIXED ASSETS:
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
801 |
|
| 8 |
| 7 Terminals |
|
|
|
|
|
|
801 |
|
| 8 |
| 5 Chairs |
|
|
|
|
|
|
801 |
|
| 8 |
| 2 VTS 20 with F3620 Keyboard |
|
|
|
|
|
|
801 |
|
| 8 |
| Printer |
|
|
|
|
|
|
801 |
|
| 8 |
| Model 250 PC |
|
|
|
|
|
|
801 |
|
| 8 |
| Printers |
|
|
|
|
|
|
801 |
|
| 8 |
| Printronix Line Printer |
|
|
|
|
|
|
801 |
|
| 8 |
| SDC-4 Datamizers |
|
|
|
|
|
|
801 |
|
| 8 |
| UTS 20 Display/Expanded K |
|
|
|
|
|
|
801 |
|
| 8 |
| Tape Drive |
|
|
|
|
|
|
801 |
|
| 8 |
| Techman GSU500A Compu Par |
|
|
|
|
|
|
801 |
|
| 8 |
| 3002 PEP Kits |
|
|
|
|
|
|
801 |
|
| 8 |
| COMPAQ 256K with Dual Dri |
|
|
|
|
|
|
801 |
|
| 8 |
| Flexible Image Printer |
|
|
|
|
|
|
801 |
|
| 8 |
| Data Miser |
|
|
|
|
|
|
801 |
|
| 8 |
| Dual Drive/Single Drive |
|
|
|
|
|
|
801 |
|
| 8 |
| UTS 20 Display |
|
|
|
|
|
|
801 |
|
| 8 |
| Computer Merchandise |
|
|
|
|
|
|
801 |
|
| 8 |
| Liberty Freedom 100CRT TE |
|
|
|
|
|
|
801 |
|
| 8 |
| DP Cable |
|
|
|
|
|
|
801 |
|
| 8 |
| Controller/Operator Stati |
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
801 |
|
| 8 |
| 4 UTDS20 Terminals |
|
|
|
|
|
|
801 |
|
| 8 |
| 2 Tables/1Desk |
|
|
|
|
|
|
801 |
|
| 8 |
| 4-Shelves/1 I/O Cabinet |
|
|
|
|
|
|
801 |
|
| 8 |
| Magnetic Tape Cleaner |
|
|
|
|
|
|
801 |
|
| 8 |
| 1-Toshiba Mod 1273P S/N 1 |
|
|
|
|
|
|
801 |
|
| 8 |
| 1-1417-L1 Steel Lateral F |
|
|
|
|
|
|
801 |
|
| 8 |
| 1-700 Storage Cab EDSAL |
|
|
|
|
|
|
801 |
|
| 8 |
| Terminal Multiplexer #800 |
|
|
|
|
|
|
801 |
|
| 8 |
| Additional Memory - Mainframe |
|
|
|
|
|
|
801 |
|
| 8 |
| Hard Disk |
|
|
|
|
|
|
801 |
|
| 8 |
| Printer Cables |
|
|
|
|
|
|
801 |
|
| 8 |
| 1 Kaypro PC |
|
|
|
|
|
|
801 |
|
| 8 |
| NEC P-Z Printer |
|
|
|
|
|
|
801 |
|
| 8 |
| 2 3612-98-SVT-1120 |
|
|
|
|
|
|
801 |
|
| 8 |
| 3 PEP Boards |
|
|
|
|
|
|
801 |
|
| 35 |
| Software |
|
|
|
|
|
|
801 |
|
| 35 |
| Software Purchase Fee |
|
|
|
|
|
|
801 |
|
| 35 |
| Prof. COBOL VI 2 |
|
|
|
|
|
|
3100 |
|
| 8 |
| Walnut Top Desk |
|
|
|
|
|
|
3100 |
|
| B |
| Office Furniture |
|
|
|
|
|
|
3100 |
|
| 8 |
| Custom Made Cabinet |
|
|
|
|
|
|
3100 |
|
| 8 |
| 1-Chair #462 Oxford Tudor |
|
|
|
|
|
|
3100 |
|
| 8 |
| 24 Rattan Chairs, 7 Bar Stools |
|
|
|
|
|
|
3100 |
|
| 16 |
| 16 Lamps Dud Hishpoint MR |
2
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
3100 |
|
| 16 |
| 11 Tables Dud Hishpoint M |
|
|
|
|
|
|
3100 |
|
| 16 |
| 25.33 Sq Yds Carpet Highp |
|
|
|
|
|
|
3100 |
|
| 16 |
| Furniture For Hishpoint M |
|
|
|
|
|
|
3100 |
|
| 16 |
| Leasehold Improvements HP M |
|
|
|
|
|
|
3200 |
|
| 8 |
| Vertical Files |
|
|
|
|
|
|
3200 |
|
| 8 |
| 2-Walnut Top Desks |
|
|
|
|
|
|
3200 |
|
| 8 |
| 2 DA-6860-FNt Rotopanels |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-IBM Used Typewriter |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-Chair |
|
|
|
|
|
|
3200 |
|
| 8 |
| 2-Walnut Tops for Desk |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-Desk |
|
|
|
|
|
|
3200 |
|
| 8 |
| File Cab/Dsk/Chair/Storage |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-32925 Hon Metro Series |
|
|
|
|
|
|
3200 |
|
| 8 |
| 4-Chairs/2-Chaise/1-Table |
|
|
|
|
|
|
3200 |
|
| 8 |
| Otto/Table/Chaise White |
|
|
|
|
|
|
3200 |
|
| 8 |
| Sharp Print Calculator |
|
|
|
|
|
|
3200 |
|
| 8 |
| 3-Monarch Side Arm Chairs |
|
|
|
|
|
|
3200 |
|
| 8 |
| Taylor Posture Chair |
|
|
|
|
|
|
3200 |
|
| 8 |
| Black Finish File Cabinet |
|
|
|
|
|
|
3200 |
|
| 8 |
| 2-Black Finish File Cabinets |
|
|
|
|
|
|
3200 |
|
| 8 |
| IBM Selectric II Typewriter |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-MOD 72 Scriptomat Adore |
|
|
|
|
|
|
3200 |
|
| 8 |
| IBM Selectric II |
|
|
|
|
|
|
3200 |
|
| 8 |
| Gatherese Collator X/N 78 |
3
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-MDD 1900 Electric Calcu. |
|
|
|
|
|
|
3200 |
|
| 8 |
| Furniture for Duo Office |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-Selectric Typewriter |
|
|
|
|
|
|
3300 |
|
| 8 |
| Furniture PC Cabinet |
|
|
|
|
|
|
3300 |
|
| 8 |
| Media Cab/Shelf with Divi |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1- Secretary Desk Center Drawer |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1- Royal Printing Calculator |
|
|
|
|
|
|
3300 |
|
| 8 |
| Execu Chair/Desk/Credenza |
|
|
|
|
|
|
3300 |
|
| 8 |
| 2-Arm Chairs |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1-Credenza W/Sliding Door |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1-Double Pedestal Desk |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1 Exec Swivel Arm Chair |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1 Chair/1-4 Drwr file Cab |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1 Typing Stand #113 |
|
|
|
|
|
|
3300 |
|
| 8 |
| 2- Calcu/Var Used Dfc Furn. |
|
|
|
|
|
|
3300 |
|
| 12 |
| Enger Sew Sta S/N31467/4 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Forklift Truck Battery/Cha |
|
|
|
|
|
|
3300 |
|
| 12 |
| Consew Cyl Wakg FT W/Tabl |
|
|
|
|
|
|
3300 |
|
| 12 |
| Air Compressor |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1 Set of Welt Feet |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2-Consew Sewing Mach #255 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Royal 5005XL Typewriter |
|
|
|
|
|
|
3300 |
|
| 12 |
| Model Spinmatic 6 Dowel |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2331792 Floor Glide Forkl |
4
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
3300 |
|
| 12 |
| Model 630 Vacuum/Attachmn |
|
|
|
|
|
|
3300 |
|
| 12 |
| Consew Sewing Machines |
|
|
|
|
|
|
3300 |
|
| 12 |
| Duo Storage Containers |
|
|
|
|
|
|
3300 |
|
| 12 |
| Duo Storage Containers |
|
|
|
|
|
|
3300 |
|
| 12 |
| Duo Storage Containers |
|
|
|
|
|
|
3300 |
|
| 12 |
| Sewing Head |
|
|
|
|
|
|
3300 |
|
| 12 |
| Rebuilt Singer 269 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2 Specdi-Notchers |
|
|
|
|
|
|
3300 |
|
| 12 |
| Used Crescent 36” |
|
|
|
|
|
|
3300 |
|
| 12 |
| Clark Lift Truck S/N250-2 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1 Vertical Saw/L Band Saw |
|
|
|
|
|
|
3300 |
|
| 12 |
| H-275 Hesco Compacter |
|
|
|
|
|
|
3300 |
|
| 12 |
| Bandsaw Welder |
|
|
|
|
|
|
3300 |
|
| 12 |
| Leather Stitching Machine |
|
|
|
|
|
|
3300 |
|
| 12 |
| AB Dick Plain Paper Copier |
|
|
|
|
|
|
3300 |
|
| 12 |
| Consew Model 230R Sewing |
|
|
|
|
|
|
3300 |
|
| 12 |
| Sigma T-Nut Drill/Driver |
|
|
|
|
|
|
3300 |
|
| 12 |
| Materal Measuring/Inspect |
|
|
|
|
|
|
3300 |
|
| 12 |
| Corp Logo Sig/Gen Ofc SI |
|
|
|
|
|
|
3300 |
|
| 12 |
| Hailey-Drye Form Cutter |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Apex CT110 Cushin Turng |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Pickr Lift Truck Prime |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Battery-120125-13 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Battery Charger |
5
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
3300 |
|
| 12 |
| One Used Clark ROS-25 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Manual AK Clip Machine |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-New 25HP Toshiba Poly S |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-PC Hand Hose Drum Truck |
|
|
|
|
|
|
3300 |
|
| 12 |
| 3-D/B Mini Coders |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Used Brother Sersng Mac |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Fischein Portable Bag |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Airless Unit/Drum Cover |
|
|
|
|
|
|
3300 |
|
| 12 |
| 50-Line Pallets 10-Trim C |
|
|
|
|
|
|
3300 |
|
| 12 |
| Steel Shelving For Maint |
|
|
|
|
|
|
3300 |
|
| 12 |
| 7-Portable Drun Racks/Frg |
|
|
|
|
|
|
3300 |
|
| 12 |
| Machinery Set-up Charges |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Foam Rubbercutter, Air |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Miter Gage/Non Tilting R |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Union Special Class 513 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 9-Duo Lift Loaders |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Double Welt Attachment |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Zipper Attachment |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-New Bosch Rubber Cutter |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-New Bosch Foam Cutter 8 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-B” Wolf Model Cloth Cutter |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-1Z726 1/3HP Dust Collector |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2-Model 65 Clinching Tool |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Porter Saw |
6
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Model 65 Clinching Tool |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Model D. Fischbein Bag |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Rotolite Triton 1 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Sewing Machine W/Stand |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2-Rex Spreading Machines |
|
|
|
|
|
|
3300 |
|
| 12 |
| Wolf Blazer Cutting Machine |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Apex Cns/Cushion Stuffer |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-62” REX IT-S/N T4333 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Electric Steam Boiler |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2-Versa Rolr Cnveyr Sesin |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Cushion Filling Mach #C |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-3131 1/4TON CM Elect HO |
|
|
|
|
|
|
3300 |
|
| 12 |
| Comet Straight Knfe Cuting |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-3W009 500 LB Lift Truck |
|
|
|
|
|
|
3300 |
|
| 12 |
| RG-52 Shedder #YB254 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Porter Cut-Offsaw |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1 Phillocraft Table |
|
|
|
|
|
|
3300 |
|
| 12 |
| Wiltlers Sew Mach Mod 55 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Consew Sew Mach 225 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Singer Sew Mach #112W140 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2 Sew Mach #WE 7002142 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Row Spacers & Step Beams |
|
|
|
|
|
|
3300 |
|
| 12 |
| 8” Round Knife 048967 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Boring & Dowel Driving MA |
7
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
3300 |
|
| 16 |
| Oil Pressure Switches |
|
|
|
|
|
|
3300 |
|
| 16 |
| Fire Protection System |
|
|
|
|
|
|
3300 |
|
| 16 |
| 10 KVAR Capicators |
|
|
|
|
|
|
3300 |
|
| 16 |
| Improvements Plant Prepar |
|
|
|
|
|
|
3300 |
|
| 16 |
| Ring Down Circ to Balto |
|
|
|
|
|
|
3300 |
|
| 16 |
| Improvements Plant Prepar |
|
|
|
|
|
|
3300 |
|
| 16 |
| Duo Mills Office |
|
|
|
|
|
|
3900 |
|
| 12 |
| Pressure Washer |
|
|
|
|
|
|
3900 |
|
| 32 |
| Engine Overhaul 80-2 |
|
|
|
|
|
|
3900 |
|
| 32 |
| Refurbish Trailer #8512 |
|
|
|
|
|
|
3900 |
|
| 32 |
| Engine Overhaul 78-2 |
|
|
|
|
|
|
3900 |
|
| 32 |
| Overhaul Engine 78-3 |
|
|
|
|
|
|
3900 |
|
| 32 |
| Hubdometrs/Hubcaps/Permit |
|
|
|
|
|
|
3900 |
|
| 32 |
| Wood Chip Trailer Rebuilt |
|
|
|
|
|
|
3900 |
|
| 32 |
| 1979 Tractor Build-Glider |
|
|
|
|
|
|
3900 |
|
| 32 |
| 78 GMC Tract S/N Tf192v6 |
|
|
|
|
|
|
3900 |
|
| 32 |
| 78 GMC Tract S/N TF1928Y |
|
|
|
|
|
|
3900 |
|
| 32 |
| Duo Tractor Engine 73-5 |
|
|
|
|
|
|
3900 |
|
| 32 |
| Duo Tractor Engine 73-1 |
|
|
|
|
|
|
3900 |
|
| 32 |
| Sealy Tractor Engine 71-2 |
|
|
|
|
|
|
3900 |
|
| 32 |
| 1-Trailer S/N 160241 M |
|
|
|
|
|
|
3900 |
|
| 32 |
| 1-Trailer S/N 160240 M |
|
|
|
|
|
|
3900 |
|
| 32 |
| 1-Trailer S/N 160239 M |
|
|
|
|
|
|
3900 |
|
| 32 |
| 1-Trailer S/N 160238 M |
8
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
3900 |
|
| 32 |
| 1-Trailer S/N 160237 M |
|
|
|
|
|
|
3900 |
|
| 32 |
| 1-Trailer S/N 160236 M |
|
|
|
|
|
|
3900 |
|
| 32 |
| 1-Trailer S/N 160235 M |
|
|
|
|
|
|
3900 |
|
| 32 |
| 1-Trailer S/N 160234 M |
|
|
|
|
|
|
3900 |
|
| 32 |
| 1-Trailer S/N 160233 M |
|
|
|
|
|
|
3900 |
|
| 32 |
| 1-Trailer S/N 160232 M |
|
|
|
|
|
|
3900 |
|
| 32 |
| 1-78 GMC Tractor |
|
|
|
|
|
|
3900 |
|
| 32 |
| 77 GMC Tilt Forward Tract |
|
|
|
|
|
|
3900 |
|
| 32 |
| 66 Trailmobile 40’ SNGL A |
|
|
|
|
|
|
3900 |
|
| 32 |
| 66 40’ Van S/N 36071 #144 |
|
|
|
|
|
|
3900 |
|
| 32 |
| 65 40’ Van B/N 11280 #140 |
|
|
|
|
|
|
3900 |
|
| 32 |
| 64 40’ Van S/N 175176 #13 |
|
|
|
|
|
|
3900 |
|
| 32 |
| 64 40’ Van S/N 175175 #13 |
|
|
|
|
|
|
3900 |
|
| 32 |
| 73 GMC Tractor Mod F19672 |
2. SUPPLEMENTAL ASSETS:
M. Rudick Furniture
Drew Furniture
Electronic Message Board
Typewriters – Adla Elect (2)
Misc. PC’s Printers, Etc.
Suburban Funding Truck Leases
9
3. OTHER ASSETS:
(a) | Cash |
| $ | 745,000 |
|
|
|
|
|
| |
(b) | Accounts Receivable |
| $ | 2,350,500 |
|
|
|
|
|
| |
| Reserve |
| (58,817 | ) | |
|
|
|
|
| |
(c) | Other |
| $ | 28,614 |
|
|
|
|
|
| |
(d) | Inventories |
|
|
| |
|
|
|
|
| |
| Raw Materials and Work in Process |
| $ | 1,528,476 |
|
| Finished Goods |
| $ | 438,821 |
|
|
|
|
|
| |
(e) | Prepaids |
| $ | 134,632 |
|
|
|
|
|
| |
(f) | Deferred charges |
| $ | 40,000 |
|
|
|
|
|
| |
(g) | Sundry |
| $ | 23,000 |
|
10
EXHIBIT B
Each of the stockholders shall surrender to the Transferor the number of shares of Class B Common Stock of Transferor set forth below opposite his name:
Marc E. Rudick |
| 5,896.3365 shares |
Bernard Reiss |
| 1,089.3525 shares |
Wayne Rudick |
| 1,659.9657 shares |
Melvin Adelson |
| 455.1937 shares |
CERTIFICATE OF CORRECTION
OF
ARTICLES OF TRANSFER
BETWEEN
SEALY OF MARYLAND AND VIRGINIA, INC.
AND MARC E. RUDICK AND BERNARD REISS
AND WAYNE RUDICK AND MELVIN ADELSON
Pursuant to the provisions of the Corporations and Associations Article of the Annotated Code of Maryland, as amended, the undersigned hereby executes the following Certificate of Correction:
FIRST: That Articles of Transfer and attached Exhibits A and B were filed with the Department of Assessments and Taxation of the State of Maryland on December 29, 1986 and that said Articles of Transfer and attached Exhibits A and B require correction as permitted by Section 1-206 of the Corporations and Associations Article of the Annotated Code of Maryland.
SECOND: The inaccuracy or defect in said document to be corrected is as follows:
Article FIRST of said Articles of Transfer provides as follows:
FIRST: SEALY OF MARYLAND AND VIRGINIA, INC., a Maryland corporation (the “Transferor”) agrees to transfer a substantial portion of its property and assets, as specifically set forth on Exhibit A attached hereto, unto MARC E. RUDICK, BERNARD REISS, WAYNE RUDICK and MELVIN ADELSON, constituting all of the Class B Common Stockholders of the Transferor (hereafter collectively referred to as the “Stockholders” or as the “Transferee”).
THIRD: The foregoing inaccuracy or defect in the document is corrected to read as follows:
Article FIRST of said Articles of Transfer should provide as follows:
FIRST: SEALY OF MARYLAND AND VIRGINIA, INC., a Maryland corporation (the “Transferor”) agrees to transfer a substantial portion of its property and assets, as specifically set forth on Exhibit A and Exhibit B attached hereto, unto MARC E. RUDICK, BERNARD REISS, WAYNE RUDICK and MELVIN ADELSON, constituting all of the Class B Common Stockholders of the Transferor (hereafter collectively referred to as the “Stockholders” or as the “Transferee”).
IN WITNESS WHEREOF, on this 5th day of January, 1987, Sealy of Maryland and Virginia, Inc. has caused these presents to be executed on its behalf by its President and
attested by its Assistant Secretary, and Marc E. Rudick, Bernard Reiss, Wayne Rudick and Melvin Adelson, have each executed these Articles of Transfer on his own behalf, and the President of Sealy of Maryland and Virginia, Inc. and each Transferee hereby acknowledges, under penalties for perjury, that these Articles of Transfer are the act of the party executing the Articles of Transfer and that the facts and matters set forth- herein are true in all material respects.
ATTEST: |
| SEALY OF MARYLAND AND VIRGINIA, INC. | ||||
|
|
| ||||
|
| By: |
| /s/ | Marc E. Rudick |
|
/s/ |
|
| President |
| ||
, Assistant Secretary |
|
| ||||
|
| - Transferor - | ||||
|
|
| ||||
WITNESS: |
|
| ||||
|
|
|
| /s/ | Marc E. Rudick |
|
/s/ |
| Marc E. Rudick | ||||
|
|
| ||||
|
|
|
| /s/ | Bernard Reiss |
|
/s/ |
| Bernard Reiss | ||||
|
|
| ||||
|
|
|
| /s/ | Wayne Rudick |
|
/s/ |
| Wayne Rudick | ||||
|
|
| ||||
|
|
|
| /s/ | Melvin Adelson |
|
/s/ |
| Melvin Adelson | ||||
|
|
| ||||
|
| - Transferee - | ||||
2
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
801 |
|
| 8 |
| 7 Terminals |
|
|
|
|
|
|
801 |
|
| 8 |
| 5 Chairs |
|
|
|
|
|
|
801 |
|
| 8 |
| 2 VTS 20 with F3620 Keyboard |
|
|
|
|
|
|
801 |
|
| 8 |
| Printer |
|
|
|
|
|
|
801 |
|
| 8 |
| Model 250 PC |
|
|
|
|
|
|
801 |
|
| 8 |
| Printers |
|
|
|
|
|
|
801 |
|
| 8 |
| Printronix Line Printer |
|
|
|
|
|
|
801 |
|
| 8 |
| SDC-4 Datamizers |
|
|
|
|
|
|
801 |
|
| 8 |
| UTS 20 Display/Expanded K |
|
|
|
|
|
|
801 |
|
| 8 |
| Tape Drive |
|
|
|
|
|
|
801 |
|
| 8 |
| Techman GSU500A Compu Par |
|
|
|
|
|
|
801 |
|
| 8 |
| 3002 PEP Kits |
|
|
|
|
|
|
801 |
|
| 8 |
| COMPAQ 256K with Dual Dri |
|
|
|
|
|
|
801 |
|
| 8 |
| Flexible Image Printer |
|
|
|
|
|
|
801 |
|
| 8 |
| Data Miser |
|
|
|
|
|
|
801 |
|
| 8 |
| Dual Drive/Single Drive |
|
|
|
|
|
|
801 |
|
| 8 |
| UTS 20 Display |
|
|
|
|
|
|
801 |
|
| 8 |
| Computer Merchandise |
|
|
|
|
|
|
801 |
|
| 8 |
| Liberty Freedom 100 CRT TE |
|
|
|
|
|
|
801 |
|
| 8 |
| DP Cable |
|
|
|
|
|
|
801 |
|
| 8 |
| Controller/Operator Stati |
|
|
|
|
|
|
801 |
|
| 8 |
| 4 UTDS20 Terminals |
|
|
|
|
|
|
801 |
|
| 8 |
| 2 Tables/1Desk |
|
|
|
|
|
|
801 |
|
| 8 |
| 4-Shelves/1 I/O Cabinet |
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
801 |
|
| 8 |
| Magnetic Tape Cleaner |
|
|
|
|
|
|
801 |
|
| 8 |
| 1-Toshiba Mod 1273P S/N 1 |
|
|
|
|
|
|
801 |
|
| 8 |
| 1-1417-L1 Steel Lateral F |
|
|
|
|
|
|
801 |
|
| 8 |
| 1-700 Storage Cab EDSAL |
|
|
|
|
|
|
801 |
|
| 8 |
| Terminal Multiplexer #800 |
|
|
|
|
|
|
801 |
|
| 8 |
| Additional Memory - Mainframe |
|
|
|
|
|
|
801 |
|
| 8 |
| Hard Disk |
|
|
|
|
|
|
801 |
|
| 8 |
| Printer Cables |
|
|
|
|
|
|
801 |
|
| 8 |
| 1 Kaypro PC |
|
|
|
|
|
|
801 |
|
| 8 |
| NEC P-Z Printer |
|
|
|
|
|
|
801 |
|
| 8 |
| 2 3612-98-SVT-1120 |
|
|
|
|
|
|
801 |
|
| 8 |
| 3 PEP Boards |
|
|
|
|
|
|
801 |
|
| 35 |
| Software |
|
|
|
|
|
|
801 |
|
| 35 |
| Software Purchase Fee |
|
|
|
|
|
|
801 |
|
| 35 |
| Prof. COBOL VI 2 |
|
|
|
|
|
|
3100 |
|
| 8 |
| Walnut Top Desk |
|
|
|
|
|
|
3100 |
|
| B |
| Office Furniture |
|
|
|
|
|
|
3100 |
|
| 8 |
| Custom Made Cabinet |
|
|
|
|
|
|
3100 |
|
| 8 |
| 1-Chair #462 Oxford Tudor |
|
|
|
|
|
|
3100 |
|
| 8 |
| 24 Rattan Chairs, 7 Bar Stools |
|
|
|
|
|
|
3100 |
|
| 16 |
| 16 Lamps Dud Hishpoint MR |
|
|
|
|
|
|
3100 |
|
| 16 |
| 11 Tables Dud Hishpoint M |
|
|
|
|
|
|
3100 |
|
| 16 |
| 25.33 Sq Yds Carpet Highp |
|
|
|
|
|
|
3100 |
|
| 16 |
| Furniture For Hishpoint M |
2
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
3100 |
|
| 16 |
| Leasehold Improvements HP M |
|
|
|
|
|
|
3200 |
|
| 8 |
| Vertical Files |
|
|
|
|
|
|
3200 |
|
| 8 |
| 2-Walnut Top Desks |
|
|
|
|
|
|
3200 |
|
| 8 |
| 2 DA-6860-FNt Rotopanels |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-IBM Used Typewriter |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-Chair |
|
|
|
|
|
|
3200 |
|
| 8 |
| 2-Walnut Tops for Desk |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-Desk |
|
|
|
|
|
|
3200 |
|
| 8 |
| File Cab/Dsk/Chair/Storage |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-32925 Hon Metro Series |
|
|
|
|
|
|
3200 |
|
| 8 |
| 4-Chairs/2-Chaise/1-Table |
|
|
|
|
|
|
3200 |
|
| 8 |
| Otto/Table/Chaise White |
|
|
|
|
|
|
3200 |
|
| 8 |
| Sharp Print Calculator |
|
|
|
|
|
|
3200 |
|
| 8 |
| 3-Monarch Side Arm Chairs |
|
|
|
|
|
|
3200 |
|
| 8 |
| Taylor Posture Chair |
|
|
|
|
|
|
3200 |
|
| 8 |
| Black Finish File Cabinet |
|
|
|
|
|
|
3200 |
|
| 8 |
| 2-Black Finish File Cabinets |
|
|
|
|
|
|
3200 |
|
| 8 |
| IBM Selectric II Typewriter |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-MOD 72 Scriptomat Adore |
|
|
|
|
|
|
3200 |
|
| 8 |
| IBM Selectric II |
|
|
|
|
|
|
3200 |
|
| 8 |
| Gatherese Collator X/N 78 |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-MDD 1900 Electric Calcu. |
|
|
|
|
|
|
3200 |
|
| 8 |
| Furniture for Duo Office |
|
|
|
|
|
|
3200 |
|
| 8 |
| 1-Selectric Typewriter |
3
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
3300 |
|
| 8 |
| Furniture PC Cabinet |
|
|
|
|
|
|
3300 |
|
| 8 |
| Media Cab/Shelf with Divi |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1- Secretary Desk Center Drawer |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1- Royal Printing Calculator |
|
|
|
|
|
|
3300 |
|
| 8 |
| Execu Chair/Desk/Credenza |
|
|
|
|
|
|
3300 |
|
| 8 |
| 2-Arm Chairs |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1-Credenza W/Sliding Door |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1-Double Pedestal Desk |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1 Exec Swivel Arm Chair |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1 Chair/1-4 Drwr file Cab |
|
|
|
|
|
|
3300 |
|
| 8 |
| 1 Typing Stand #113 |
|
|
|
|
|
|
3300 |
|
| 8 |
| 2- Calcu/Var Used Dfc Furn. |
|
|
|
|
|
|
3300 |
|
| 12 |
| Enger Sew Sta S/N31467/4 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Forklift Truck Battery/Cha |
|
|
|
|
|
|
3300 |
|
| 12 |
| Consew Cyl Wakg FT W/Tabl |
|
|
|
|
|
|
3300 |
|
| 12 |
| Air Compressor |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1 Set of Welt Feet |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2-Consew Sewing Mach #255 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Royal 5005XL Typewriter |
|
|
|
|
|
|
3300 |
|
| 12 |
| Model Spinmatic 6 Dowel |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2331792 Floor Glide Forkl |
|
|
|
|
|
|
3300 |
|
| 12 |
| Model 630 Vacuum/Attachmn |
|
|
|
|
|
|
3300 |
|
| 12 |
| Consew Sewing Machines |
|
|
|
|
|
|
3300 |
|
| 12 |
| Duo Storage Containers |
4
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
3300 |
|
| 12 |
| Duo Storage Containers |
|
|
|
|
|
|
3300 |
|
| 12 |
| Duo Storage Containers |
|
|
|
|
|
|
3300 |
|
| 12 |
| Sewing Head |
|
|
|
|
|
|
3300 |
|
| 12 |
| Rebuilt Singer 269 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2 Specdi-Notchers |
|
|
|
|
|
|
3300 |
|
| 12 |
| Used Crescent 36” |
|
|
|
|
|
|
3300 |
|
| 12 |
| Clark Lift Truck S/N250-2 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1 Vertical Saw/L Band Saw |
|
|
|
|
|
|
3300 |
|
| 12 |
| H-275 Hesco Compacter |
|
|
|
|
|
|
3300 |
|
| 12 |
| Bandsaw Welder |
|
|
|
|
|
|
3300 |
|
| 12 |
| Leather Stitching Machine |
|
|
|
|
|
|
3300 |
|
| 12 |
| AB Dick Plain Paper Copier |
|
|
|
|
|
|
3300 |
|
| 12 |
| Consew Model 230R Sewing |
|
|
|
|
|
|
3300 |
|
| 12 |
| Sigma T-Nut Drill/Driver |
|
|
|
|
|
|
3300 |
|
| 12 |
| Materal Measuring/Inspect |
|
|
|
|
|
|
3300 |
|
| 12 |
| Corp Logo Sig/Gen Ofc SI |
|
|
|
|
|
|
3300 |
|
| 12 |
| Hailey-Drye Form Cutter |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Apex CT110 Cushin Turng |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Pickr Lift Truck Prime |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Battery-120125-13 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Battery Charger |
|
|
|
|
|
|
3300 |
|
| 12 |
| One Used Clark ROS-25 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Manual AK Clip Machine |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-New 25HP Toshiba Poly S |
5
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-PC Hand Hose Drum Truck |
|
|
|
|
|
|
3300 |
|
| 12 |
| 3-D/B Mini Coders |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Used Brother Sersng Mac |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Fischein Portable Bag |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Airless Unit/Drum Cover |
|
|
|
|
|
|
3300 |
|
| 12 |
| 50-Line Pallets 10-Trim C |
|
|
|
|
|
|
3300 |
|
| 12 |
| Steel Shelving For Maint |
|
|
|
|
|
|
3300 |
|
| 12 |
| 7-Portable Drun Racks/Frg |
|
|
|
|
|
|
3300 |
|
| 12 |
| Machinery Set-up Charges |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Foam Rubbercutter, Air |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Miter Gage/Non Tilting R |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Union Special Class 513 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 9-Duo Lift Loaders |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Double Welt Attachment |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Zipper Attachment |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-New Bosch Rubber Cutter |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-New Bosch Foam Cutter 8 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-B” Wolf Model Cloth Cutter |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-1Z726 1/3HP Dust Collector |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2-Model 65 Clinching Tool |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Porter Saw |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Model 65 Clinching Tool |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Model D. Fischbein Bag |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Rotolite Triton 1 |
6
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Sewing Machine W/Stand |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2-Rex Spreading Machines |
|
|
|
|
|
|
3300 |
|
| 12 |
| Wolf Blazer Cutting Machine |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Apex Cns/Cushion Stuffer |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-62” REX IT-S/N T4333 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Electric Steam Boiler |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2-Versa Rolr Cnveyr Sesin |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-Cushion Filling Mach #C |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-3131 1/4 TON CM Elect HO |
|
|
|
|
|
|
3300 |
|
| 12 |
| Comet Straight Knfe Cuting |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1-3W009 500 LB Lift Truck |
|
|
|
|
|
|
3300 |
|
| 12 |
| RG-52 Shedder #YB254 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Porter Cut-Offsaw |
|
|
|
|
|
|
3300 |
|
| 12 |
| 1 Phillocraft Table |
|
|
|
|
|
|
3300 |
|
| 12 |
| Wiltlers Sew Mach Mod 55 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Consew Sew Mach 225 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Singer Sew Mach #112W140 |
|
|
|
|
|
|
3300 |
|
| 12 |
| 2 Sew Mach #WE 7002142 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Row Spacers & Step Beams |
|
|
|
|
|
|
3300 |
|
| 12 |
| 8” Round Knife 048967 |
|
|
|
|
|
|
3300 |
|
| 12 |
| Boring & Dowel Driving MA |
|
|
|
|
|
|
3300 |
|
| 16 |
| Oil Pressure Switches |
|
|
|
|
|
|
3300 |
|
| 16 |
| Fire Protection System |
|
|
|
|
|
|
3300 |
|
| 16 |
| 10 KVAR Capicators |
7
Department # |
|
| Account # |
| Asset Description |
|
|
|
|
|
|
3300 |
|
| 16 |
| Improvements Plant Prepar |
|
|
|
|
|
|
3300 |
|
| 16 |
| Ring Down Circ to Balto |
|
|
|
|
|
|
3300 |
|
| 16 |
| Improvements Plant Prepar |
|
|
|
|
|
|
3300 |
|
| 16 |
| Duo Mills Office |
2. SUPPLEMENTAL ASSETS:
M. Rudick Furniture
Drew Furniture
Electronic Message Board
Misc. PC’s Printers, Etc.
Typewriters-Adla Elect (2)
Suburban Funding Truck Leases
3. OTHER ASSETS:
(a) | Cash |
| $ | 745,000 |
|
|
|
|
|
| |
(b) | Accounts Receivable |
| $ | 2,350,500 |
|
|
|
|
|
| |
| Reserve |
| (58,817 | ) | |
|
|
|
|
| |
(c) | Other |
| $ | 28,614 |
|
|
|
|
|
| |
(d) | Inventories |
|
|
| |
|
|
|
|
| |
| Raw Materials and Work in Process |
| $ | 1,528,476 |
|
|
|
|
|
| |
| Finished Goods |
| $ | 438,821 |
|
|
|
|
|
| |
(e) | Prepaids |
| $ | 134,632 |
|
|
|
|
|
| |
(f) | Deferred charges |
| $ | 40,000 |
|
|
|
|
|
| |
(g) | Sundry |
| $ | 23,137 |
|
8
EXHIBIT B
ASSUMED LIABILITIES
1. | Bank Debt |
|
|
|
| |
|
|
|
|
|
| |
| Union Trust Long-Term Programs |
| $ | 528,847 |
|
|
|
|
|
|
|
| |
| Union Trust Palletiers |
| 175,000 |
|
| |
|
|
|
|
|
| |
| Union Trust Mamut Quilter |
| 87,421 |
|
| |
|
|
|
|
|
| |
| Mercantile Long-Term Programs |
| 172,194 |
|
| |
|
|
|
|
|
| |
| Mercantile DP Equipment |
| 18,352 |
|
| |
|
|
|
|
|
| |
| Mercantile Revolving Asset |
| 352,380 |
|
| |
|
|
|
|
|
| |
| Mercantile Working Capital |
| 2,231,937 |
|
| |
|
|
|
|
|
| |
2. | Accounts Payable |
| (10,000 | ) |
| |
|
|
|
|
|
| |
3. | Accruals (including taxes) |
| 359,712 |
|
| |
|
|
|
|
|
| |
4. | Deferred Compensation |
| 80,000 |
|
| |
|
|
|
|
|
| |
5. | Liability for Real Property relating to Salisbury plant, machinery and equipment | |||||
|
| |||||
| Sublease from D.A.M. Associates At December 31, 1986 Remaining Terms: | |||||
|
| |||||
| 22 months at $37,500 per month | |||||
|
| |||||
| 60 months at $48,333 per month | |||||
|
| |||||
6. | Liabilities to persons who, on the date hereof, are retirees from the furniture operation. | |||||
|
| |||||
7. | Liabilities for severance, vacation, accrued but unpaid wages and salaries and employee benefits to persons who are to become employees of Sealy Furniture of Maryland. | |||||
|
| |||||
8. | Product liability and warranty claims, and any contingent Liabilities, relating to the furniture operations. | |||||
|
| |||||
9. | Suburban Funding Truck Lease Obligations. | |||||
|
| |||||
ARTICLES OF MERGER
MERGING
The Maryland Bedding Company
(a Corporation of the State of Maryland)
INTO
Sealy of Maryland and Virginia, Inc.
(a Corporation of the State of Maryland)
FIRST: The Maryland Bedding Company, a corporation organized and existing under the laws of the State of Maryland, and Sealy of Maryland and Virginia, Inc., a corporation organized and existing under the laws of the State of Maryland, agree that said The Maryland Bedding Company shall be merged into said Sealy of Maryland and Virginia, Inc. The terms and conditions of the merger and the mode of carrying the same into effect are as herein set forth in these Articles of Merger.
SECOND: Sealy of Maryland and Virginia, Inc., a corporation organized and existing under the laws of the State of Maryland, shall survive the merger and shall continue under the name Sealy of Maryland and Virginia, Inc.
THIRD: The parties to the articles of merger are Sealy of Maryland and Virginia, Inc., a corporation organized and existing under the laws of the State of Maryland, and The Maryland Bedding Company, a corporation organized and existing under the laws of the State of Maryland.
FOURTH: The charter of the surviving corporation will not be amended as part of the merger.
FIFTH: The total number of shares of all classes of stock which said Sealy of Maryland and Virginia, Inc. has authority to issue is one million two hundred thousand one hundred (1,200,100) shares, divided into one hundred (100) shares of Class A Common Stock of the par value of one dollar ($1.00) each, of the aggregate par value of one hundred dollars ($100.00), two hundred thousand (200,000) shares of Class B Common Stock of the par value of one dollar ($1.00) each, of the aggregate par value of two hundred thousand dollars ($200,000.00), and one million (1,000,000) shares of Preferred Stock of the par value of ten dollars ($10.00) each, of the aggregate par value of ten million dollars ($10,000,000.00).
The total number of shares of stock of all classes which said The Maryland Bedding Company has authority to issue is twenty-five thousand (25,000) shares of Class A Common Stock of the par value of one dollar ($1.00) each, of the aggregate par value of twenty-five thousand dollars ($25,000.00), two hundred fifty thousand (250,000) shares of Class B Common Stock of the par value of ten dollars ($10.00) each, of the aggregate par values of two million five hundred thousand dollars ($2,500,000.00), two hundred fifty thousand (250,000) shares of Preferred Stock of the par value of ten dollars ($10.00) each, of the aggregate par value of two million five hundred thousand dollars ($2,500,000.00), and five hundred (500) shares of Second Preferred Convertible Stock of the par value of one thousand dollars ($1,000.00) each, of the aggregate par value of five hundred thousand dollars ($500,000.00).
SIXTH: The manner and basis of converting or exchanging issued stock of the merged corporation into different stock or other consideration and the manner of dealing with any issued stock of the merged corporation not to be so converted or exchanged shall be as follows: stock of The Maryland Bedding Company will not be converted or exchanged. Ohio-Sealy Mattress Manufacturing Co., an Ohio corporation, owns one hundred percent (100%) of
2
the issued and outstanding capital stock of Sealy of Maryland and Virginia, Inc., and Ohio-Sealy Mattress Manufacturing Co. and Sealy of Maryland and Virginia, Inc. together own one hundred percent (100%) of the issued and outstanding capital stock of The Maryland Bedding Company. These stockholders of The Maryland Bedding Company will receive as consideration for their stock in The Maryland Bedding Company an increase in the value of Sealy of Maryland and Virginia, Inc.
SEVENTH: The principal office of said Sealy of Maryland and Virginia, Inc. organized under the laws of the State of Maryland, is located in the County of Baltimore, State of Maryland.
The principal office of said The Maryland Bedding Company, organized under the laws of the State of Maryland, is located in the County of Baltimore, State of Maryland.
Said The Maryland Bedding Company owns no property in the State of Maryland, the title to which could be affected by the recording of an instrument among the Land Record.
EIGHTH: The terms and conditions of the transaction set forth in the articles were advised, authorized, and approved by each corporation party to the articles in the manner and by the vote required by its charter and the laws of the place where it is organized.
NINTH: The merger was approved in the following manner by The Maryland Bedding Company.
The transaction of merger was (a) duly advised by the board of directors of said The Maryland Bedding Company by the adoption on May 1, 1987, of a resolution declaring that the merger herein proposed was advisable substantially upon the terms and conditions set forth in
3
these articles of merger, and directing that the proposed articles of merger be submitted for action thereon at a special meeting of the stockholders of said corporation, and (b) duly approved by the stockholders of said corporation by informal action in lieu of said meeting of the stockholders dated May 1, 1987 by the unanimous written consent of the holders of each class of stock entitled to vote separately thereon.
TENTH : The merger was approved by Sealy of Maryland and Virginia, Inc. in the following manner:
The articles of merger were (a) duly advised by the board of directors of said Sealy of Maryland and Virginia, Inc., by the adoption on May 1, 1987, of a resolution declaring that the merger herein proposed was advisable substantially upon the terms and conditions set forth in these articles of merger, and directing that the proposed articles of merger be submitted for action thereon at a special meeting of the stockholders of said corporation; and (b) duly approved by the stockholders of said corporation by informal action in lieu of said meeting of the stockholders dated May 1, 1987 by the unanimous written consent of the holders of each class of stock entitled to vote separately thereon.
ELEVENTH: The following other provisions are deemed by the merging corporations necessary to effect this merger:
The first board of directors of the surviving corporation after the date when the articles of merger shall become effective shall be the directors of Sealy of Maryland and Virginia, Inc. in office at that date.
4
IN WITNESS WHEREOF, Sealy of Maryland and Virginia, Inc. and The Maryland Bedding Company, the corporations parties to the merger, have caused these articles of merger be signed in their respective corporate names and on their behalf by their respective presidents or vice-presidents and witnessed or attested by their secretaries all as of the fourth day of May, 1987.
| SEALY OF MARYLAND AND VIRGINIA, INC. | ||||||
|
| ||||||
|
| ||||||
| By |
| /s/ | Ronald E. Trzcinski | |||
|
| Ronald E. Trzcinski, President | |||||
Attest: |
| ||||||
|
| ||||||
| /s/ | Perry E. Doermann |
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Secretary |
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| THE MARYLAND BEDDING COMPANY | ||||||
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| By |
| /s/ | Ronald E. Trzcinski | |||
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| Ronald E. Trzcinski, President | |||||
Attest: |
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| /s/ | Perry E. Doermann |
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Secretary |
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5
THE UNDERSIGNED, President of Sealy of Maryland and Virginia, Inc., who executed on behalf of said corporation the foregoing Articles of Merger, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Merger to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.
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| /s/ | Ronald E. Trzcinski |
| Ronald E. Trzcinski | ||
THE UNDERSIGNED, President of The Maryland Bedding Company, who executed on behalf of said corporation the foregoing Articles of Merger, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Merger to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.
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| /s/ | Ronald E. Trzcinski |
| Ronald E. Trzcinski | ||
6
CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS
FOR DESIGNATION OR CHANGE OF
RESIDENT AGENT AND/OR
PRINCIPAL OFFICE
I, Perry E. Doermann, do hereby certify that I am the duly elected, qualified and acting secretary of Sealy of Maryland and Virginia, Inc., a corporation formed and existing under the laws of the state of Maryland, and that by unanimous written consent of the board of directors of said corporation, on the 1st day of April, 1988, the following resolutions were adopted, which said resolutions remain in full force and effect:
RESOLVED that the resident agent of this corporation in the state of Maryland be and it hereby is changed to THE CORPORATION TRUST INCORPORATED, the post-office address of which is 32 South Street, Baltimore, Maryland 21202. The said resident agent so designated is a corporation of the state of Maryland.
FURTHER RESOLVED that the principal office of this corporation be and it hereby is changed from 300 East Lombard, 15th Floor, Baltimore, Maryland 21202 to c/o The Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202
MAIL TO: State Department of
Assessments and Taxation
301 W. Preston Street
Baltimore, MD 21201
ARTICLES OF REVIVAL
FOR
Sealy of Maryland and Virginia, Inc. |
(Insert exact name of corporation as it appears on records of the State Department of Assessments and Taxation)
FIRST: The name of the corporation at the time the charter was forfeited was
Sealy of Maryland and Virginia, Inc.
SECOND: The name which the corporation will use after revival :
Sealy of Maryland and Virginia, Inc.
THIRD: The address of the principal office in this state is:
c/o The Corporation Trust Incorporated
32 South Street
Baltimore, Maryland 21202
FOURTH: The name and address of the resident agent is:
The Corporation Trust Incorporated
32 South Street
Baltimore, Maryland 21202
FIFTH: These Articles of Revival are for the purpose of reviving the charter of the corporation.
SIXTH: At or prior to the filing of these Articles of Revival, the corporation has (a) Paid all fees required by law; (b) Filed all annual reports which should have been filed by the corporation if its charter had not been forfeited; (c) Paid all state and local taxes, except taxes on real estate, and all interest and penalties due by the corporation or which would have become due if the charter had not been forfeited whether or not barred by limitations.
(Use A for signatures. If that procedure is unavailable, use B. If A & B are not available, use C. ONLY SIGN UNDER ONE SECTION.)
A. The undersigned who were respectively the last acting president (or vice president) and secretary (or treasurer) of the corporation severally acknowledge the Articles to be their act.
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| /s/ | John G. Bartik |
| Last Acting President/Vice President | ||
| John G. Bartik | ||
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| /s/ | Thomas M. Forman |
| Last Acting Secretary/Treasurer | ||
| Thomas M. Forman | ||
(Use if A cannot be signed/acknowledged)
B. The last acting president, vice president, secretary, and treasurer are unwilling or unable to sign and acknowledge these Articles; therefore, the undersigned who represent the lessor of a majority or 3 of the last acting directors of the corporation severally acknowledge the Articles to be their act.
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| Last Acting Director |
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| Last Acting Director |
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| Last Acting Director |
(Use if A and B cannot be signed/acknowledged)
C. The last acting president, vice president, secretary, and treasurer of the corporation are unable or unwilling to sign the Articles. There are less than the required number of directors able and willing to sign the Articles, therefore, the undersigned who were elected as directors for the purpose of reviving the charter of the corporation severally acknowledge the Articles to be their act.
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| Director |
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| Director |
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| Director |
2
CHANGE OF ADDRESS OF RESIDENT AGENT
The Corporation Trust Incorporated hereby submits the following for the purpose of changing the address of the resident agent for the business entities on the attached list:
1. The name of the resident agent is The Corporation Trust Incorporated.
2. The old address of the resident agent is:
32 South Street
Baltimore, Maryland 21202
3. The new address of the resident agent is:
300 East Lombard Street
Baltimore, Maryland 21202
4. Notice of the above changes are being sent to the business entities on the attached list.
5. The above changes are effective when this document is filed with the Department of Assessments and Taxation.
/s/ | Kenneth J. Uva |
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Kenneth J. Uva | ||
Assistant Secretary | ||
STATUS – ACTIVE
ID. NO. |
| CORPORATE NAME |
| STATUS |
| RESIDENT AGENT |
| PRINCIPAL NAME |
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D0567688 |
| SCUDDER INTERNATIONAL FUND, INC. |
| X |
| The Corporation Trust Incorporated |
| SAME AS RESIDENT AGENT |
D2524080 |
| SCUDDER MUTUAL FUNDS, INC. |
| I |
| Corporation Trust Company |
| The Corporation Trust Incorporated |
D2181972 |
| SCUDDER NEW ASIA FUND, INC. |
| I |
| The Corporation Trust Incorporated |
| SAME AS RESIDENT AGENT |
D2907947 |
| SCUDDER NEW EUROPE FUND, INC. |
| I |
| Corporation Trust Incorporated |
| 32 South Street |
D3937000 |
| SCUDDER NEW LATIN AMERICA FUND, INC. |
| I |
| Corporation Trust Incorporated |
| 32 South Street |
D2400703 |
| SCUDDER SPAIN AND PORTUGAL FUND, INC. |
| I |
| Corporation Trust Incorporated. |
| Corporation Trust Incorporated |
D3845963 |
| SCUDDER TURKISH OPPORTUNITIES FUND, INC. |
| I |
| The Corporation Trust Inc. |
| The Corporation Trust Inc. |
D3811965 |
| SCUDDER WORLD INCOME OPPORTUNITIES FUND, INC. |
| I |
| The Corporation Trust Incorporated |
| The Corporation Trust |
F3858354 |
| SD PROPERTY GROUP, INC. |
| I |
| Corporation Trust Incorporated |
| 32 South Street |
D3821931 |
| SEA CREST INDUSTRIES, INC. |
| I |
| Corporation Trust Incorporated |
| 32 South Street |
D1188465 |
| SEALY OF MARYLAND AND VIRGINIA, INC. |
| R |
| The Corporation Trust Incorporated |
| Corporation Trust Incorporated |