ARTICLES OF MERGER
OF
WLFI MERGER, INC., a Florida Corporation
INTO
WINSLOEW FURNITURE, INC., a Florida corporation
Pursuant to the provisions of Sections 607.1101, 607.1103, and 607.1105
of the Florida Business Corporation Act (the "FBCA"), WINSLOEW FURNITURE, INC.
(the "Company"), WLFI HOLDINGS, INC. ("Holdings"), a wholly owned subsidiary of
the Company, and WLFI MERGER, INC. ("Merger Sub"), a wholly owned subsidiary of
Holdings, hereby adopt the following Articles of Merger for the purpose of
merging Merger Sub with and into the Company and the Company will be the
surviving corporation ("Surviving Corporation") of the Merger (the "Merger").
FIRST: The Agreement and Plan of Merger (the "Agreement") dated the
27th day of April, 2001 pursuant to Section 607.1101 of the FBCA is attached
hereto as Exhibit "A" as if fully set forth herein.
SECOND: The Merger shall be effective as of the date of filing of these Articles
of Merger with the Secretary of State of Florida (the "Effective Time").
THIRD: At the Effective Time, by virtue of the Merger and without any
action on the part of Holdings, Merger Sub, the Company or the holders of any of
the following securities, pursuant to these Articles of Merger, the Agreement
and the FBCA:
(i) each share, or fraction thereof, of common stock, par value $.01
per share, of the Company ("Company Common Stock") issued and outstanding
immediately prior to the Effective Time (other than any shares of Company Common
Stock to be cancelled pursuant to (ii) and (iii) below shall be deemed converted
into one share, or fraction thereof, of common stock, par value $.01 per share,
of Holdings ("Holdings Common Stock") (the "Common Stock Merger Consideration");
(ii) any shares of Company Common Stock that are outstanding
immediately prior to the Effective Time and which are held by shareholders who
have exercised and perfected dissenters' rights for such shares of Company
Common Stock in accordance with the FBCA and who have not otherwise waived such
rights (collectively, the "Dissenting Shares") shall be cancelled and
extinguished without any conversion thereof and payment shall be made by the
Company to the holders of such Dissenting Shares in accordance with Sections
637.1301, 637.1302 and 637.1320 of the FBCA;
(iii) each share, or fraction thereof, of Company Common Stock held in
the treasury of the Company immediately prior to the Effective Time shall be
cancelled and extinguished without any conversion thereof and no payment or
distribution shall be made with respect thereto;
(iv) each share of common stock, par value $0.01 per share, of Merger
Sub issued and outstanding immediately prior to the Effective Time shall be
converted into and exchanged for one validly issued, fully paid and
nonassessable share of common stock, par value $0.01 per share, of the Surviving
Corporation; and
(v) each share of Holdings Common Stock issued and outstanding
immediately prior to the Effective Time shall be cancelled and extinguished and
no payment or distribution shall be made with respect thereto.
The Merger shall have the effects set forth in Section 607.1106 of the
Act, and all property, rights, privileges, policies and franchises of each of
the Merger Sub and the Company shall vest in the Surviving Corporation and all
debts, liabilities and duties of each of the Merger Sub and the Company shall
become the debts, liabilities and duties of the Surviving Corporation.
FOURTH: At the Effective Time, the Articles of Incorporation of the
Company shall be the Articles of Incorporation of the Surviving Corporation
until thereafter amended as provided by law and such Articles of Incorporation.
FIFTH: At the Effective Time, the By-laws of the Company, as in effect
immediately prior to the Effective Time, shall be the By-laws of the Surviving
Corporation until thereafter amended as provided by law and such By-Laws.
SIXTH: The directors of the Company immediately prior to the Effective
Time shall be the initial directors of the Surviving Corporation, each to hold
office in accordance with the Articles of Incorporation and By-laws of the
Surviving Corporation, and the officers of the Company immediately prior to the
Effective Time shall be the initial officers of the Surviving Corporation, in
each case until their respective successors are duly elected or appointed and
qualified. The officers and directors of the Surviving Corporation are attached
hereto as Exhibit "B".
SEVENTH: The Agreement was approved by (i) the unanimous vote of the
Board of Directors of the Company, Merger Sub and Holdings on April 27, 2001,
and (ii) the vote of the holders of at least a majority of the outstanding
shares of common stock of the Company, Merger Sub and Holdings.
(Signatures appear on the following page)
IN WITNESS WHEREOF, each of the Company, Merger Sub and Holdings have
caused these Articles of Merger to be signed in their respective corporate names
and on their behalf by an authorized officer, on this the 27th day of April,
2001.
WLFI HOLDINGS, INC.
--------------------------------
By: Bobby Tesney
Its: President and CEO
WLFI MERGER, INC
---------------------------------
By: Bobby Tesney
Its: President and CEO
WINSLOEW FURNITURE, INC.
----------------------------------
By: Bobby Tesney
Its: President and CEO
EXHIBIT B
OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION
DIRECTORS
Robert G. Calton Director
William F. Kaczynski, Jr. Director
Walter J. Olson, III Director
Earl W. Powell Director
David M. Solomon Director
Bobby Tesney Director
OFFICERS
Earl W. Powell Chairman of the Board
Bobby Tesney Chief Executive Officer
President
Marilyn D. Kuffner Secretary
William F. Kaczynski, Jr. Vice President
Vincent A. Tortorici, Jr. Vice President
Jerry C. Camp Executive Vice President - Casual Furniture
Terry Charcandy Vice President - Human Resources
Stewart Long Executive Vice President - Contract Seating
Rebecca Patterson Chief Information Officer
Rick J. Stephens Vice President - Operations
Vincent A. Tortorici, Jr. Assistant Secretary
Chief Financial Officer