Exhibit 3.1
-----------
Certificate Number 9307
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO APPEARS HERE]
To all to whom these Presents Shall Come, Greeting:
Whereas, a STATEMENT OF INCORPORATION, duly signed, acknowledged and certified
under oath has been filed in the Office of the Secretary of State, on the 11th
day of April A.D. 1922 for the organization of the UTILITY SUPPLY COMPANY under
and in accordance with the provisions of "AN ACT IN RELATION TO CORPORATIONS FOR
PECUNIARY PROFIT" approved June 28, 1919, and in force July 1, 1919, and
amendments thereof a copy of which statement is hereto attached;
Now Therefore, I, LOUIS L. EMMERSON, Secretary of State of the State of
Illinois, by virtue of the powers and duties vested in me by law, do hereby
certify that the said UTILITY SUPPLY COMPANY is a legally organized Corporation
under the laws of this State.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois. Done at the City of
Springfield this 11th day of April A.D. 1922 and of the
Independence of the United States the one hundred and 46th.
LOUIS L. EMMERSON
----------------------------------------------------
SECRETARY OF STATE
(THIS STATEMENT MUST BE FILED IN DUPLICATE)
STATE OF ILLINOIS, )
)
COOK County,) ss.
- ------------------------- )
To LOUIS L. EMMERSON, Secretary of State:
We, the undersigned, adult citizens of the United States, at least one of
whom is a citizen of Illinois,
===============================================================================
ADDRESS
NAME NUMBER STREET CITY STATE
- -------------------------------------------------------------------------------
Israel Kriloff 5121 Indiana Ave., Chicago, Ill.
- -------------------------------------------------------------------------------
Morris Wolf 3327 Flornoy St., Chicago, Ill.
- -------------------------------------------------------------------------------
Harry Hechtman 2109 S. Harding Ave., Chicago, Ill.
- -------------------------------------------------------------------------------
propose to form a corporation under an Act of the General Assembly of the State
of Illinois, entitled, "An Act in relation to corporations for pecuniary
profit, "approved June 28, 1919, in force July 1, 1919; and, for the purpose of
such organization, we hereby state as follows, to-wit:
1. The name of such corporation is UTILITY SUPPLY COMPANY
2. The object for which it is formed is to buy, sell, exchange,
manufacture and deal in office supplies of every nature and description
and to buy, sell, exchange, manufacture and deal in general
merchandise.
3. The duration of the corporation is Ninety-nine Years (99) years.
----------------------------
Avenue
4. The location of the principal office is 166 W. Adams Street, Street,
-----------------------
CHICAGO , County of COOK State of Illinois
----------------------- -------------------
Preferred $ none
5. The total authorized capital stock is Common $30,000.00 and
shares of Preferred
-------- Common without par value.
6. The amount of each share having a par value is One Hundred Dollars
($100.00)
7. The number of shares having a par value is three hundred (300)
8. The number of shares of no par value is none
9. The name and address of the subscribers to the capital stock, and the
amount subscribed and paid in by each, are as follows:
==========================================================================================
ADDRESS NUMBER AMOUNT
NAME NUMBER STREET CITY STATE OF SUB- AMOUNT
SHARES SCRIBED PAID IN
- ------------------------------------------------------------------------------------------
Israel Kriloff 5121 Indiana Ave., Chicago, Illinois 75 $7,500.00 $7,500.00
- ------------------------------------------------------------------------------------------
Morris Wolf 3327 Flornoy St., Chicago, Illinois 75 7,500.00 7,500.00
- ------------------------------------------------------------------------------------------
Harry Hechtman 2109 S. Harding Ave., Chicago, Illinois 75 7,500.00 7,500.00
- ------------------------------------------------------------------------------------------
Louis Kriloff 5121 Indiana Ave., Chicago, Illinois 75 7,500.00 7,500.00
- ------------------------------------------------------------------------------------------
10.*
11. Amount of capital stock which it is proposed to issue at once:
Preferred $
(a) On shares having no par value none ---------
Common $
---------
Preferred $
(b) On shares having a par value of $30,000.00 ---------
Common $30,000.00
---------
12. Amount of capital stock actually paid in:
Preferred $
(a) On shares having no par value none ---------
Common $
---------
Preferred $
(b) On shares having a par value of $30,000.00 ---------
Common $30,000.00
---------
13. Amount of capital stock paid in cash is Ten Thousand Dollars
$10,000.00
14. Capital stock paid in property, appraised as follows: Twenty Thousand
$20,000.00
15. The location and a general description of such property is as follows:
166 W. Adams Street, Chicago, Illinois, which contains stock,
fixtures, merchandise and furniture, the reasonable value of which is
$20,000.00.
16. The management of the corporation shall be vested in three directors.
17. The names and addresses of the first board of directors, at least one
of whom is a resident of Illinois, and the respective term for which elected are
as follows:
===============================================================================
NAME ADDRESS TERM FOR WHICH
NUMBER STREET CITY STATE ELECTED
- -------------------------------------------------------------------------------
Israel Kriloff 5121 Indiana Ave., Chicago, Ill. 1 year
- -------------------------------------------------------------------------------
Morris Wolf 3327 Flornoy St., Chicago, Ill. 1 year
- -------------------------------------------------------------------------------
Harry Hechtman 2109 S. Harding Ave., Chicago, Ill. 1 year
- -------------------------------------------------------------------------------
===============================================================================
18. Subject to the conditions and limitations prescribed by "The General
Corporation Act" of Illinois, this corporation shall have the following powers,
rights and privileges:
To have succession by its corporate name for the period limited in its
certificate of incorporation, or any amendment thereof;
To sue or be sued in its corporate name;
To have and use a common seal and after the same at pleasure;
To have a capital stock of such an amount, and divided into shares with a
par value, or without a par value, and to divide such capital stock into such
classes, with such preferences, rights, values and interests as may be provided
in the article of incorporation, or any amendment thereof;
To acquire, and to own, possess and enjoy so much real and personal
property as may be necessary for the transaction of the business of such
corporation, and to lease, mortgage, pledge, sell, convey or transfer the same;
and to acquire and to own real property, improved or unimproved, for the purpose
of providing homes for its employees or aiding its employees to acquire and own
homes and to improve, lease, mortgage, contract to sell, convey or transfer the
same, and to loan money to its employees for such purpose upon such terms as may
be agreed upon.
To own, purchase or otherwise acquire, whether in exchange for the issuance
of its own stock, bonds, or other obligations or otherwise, and to hold, vote,
pledge, or dispose of the stocks, bonds, and other evidences of indebtedness of
any corporation, domestic or foreign;
To borrow money at such rate of interest as the corporation may determine
without regard to or restrictions under any usury law of this State and to
mortgage or pledge its property, both real and personal, to secure the payment
thereof;
To elect officers, appoint agents, define their duties and fix their
compensation;
To lease, exchange or sell all of the corporate assets with the consent of
two-thirds of all of the outstanding capital stock of the corporation at any
annual meeting or at any special meeting called for that purpose;
To make by-laws not inconsistent with the laws of this State for the
administration of the business and interests of such corporation;
To conduct business in this State, other states, the District of Columbia,
the territories, possessions, and dependencies of the United States and in
foreign countries and to have one or more offices of this State, and to hold,
purchase, mortgage, and convey real and personal property outside of this State
necessary and requisite to carry out the object of the corporation;
In time of war to transact any lawful business in aid of the United States
in the prosecution of war, to make donations to associations and organizations
aiding in war activities and to loan money to the State or Federal government
for war purposes;
To cease doing business and to surrender its charter;
To have and to exercise all the powers necessary and convenient to carry
into effect the purpose for which such corporation is formed.
19. An estimate of the per cent. of tangible property of the corporation
to be used in Illinois for the following year is 100%
20. An estimate of the per cent. of the business of the corporation which
will be transacted at or from places of business in Illinois for the following
year is 100%
21. Give the location of the principal places of business of the
corporation for the following year and an estimate of the amount of business
which will be transacted through each.
166 W. Adams Street, Chicago, Illinois, 100%
Israel Kriloff
Morris Wolf
Harry Hechtman
Louis Kriloff Incorporators
OATH AND ACKNOWLEDGMENT.
STATE OF ILLINOIS, )
)
COOK County ) ss.
- ------------------- )
I, Charles Waldman, a Notary Public do hereby certify that on the 5th day
of April A.D. 1922, personally appeared before me Israel Kriloff, Morris Wolf,
Harry Hechtman and Louis Kriloff, to me personally known to be the same persons
who executed the foregoing and severally acknowledged that they executed the
same for the purposes therein set forth, and being duly sworn hereby declared on
oath that the foregoing statements made, subscribed and verified by them are
true in substance and in fact.
In Witness Whereof, I have hereunto set my hand and seal the day and year
above written.
/s/ Charles Waldman
-----------------------------------
Notary Public.
[SEAL]
===============================================================================
CORPORATION FOR PECUNIARY
PROFIT.
Fees payable in advance.
Statement of Incorporation of
UTILITY SUPPLY COMPANY
===============================================================================
[STAMP APPEARS HERE]
INCORPORATION FEES,
Initial fee of 1/20 of one per cent. on the authorized capital stock, with
a minimum fee of $20.00, also franchise fee as required by Section 129 of the
General Corporation Act.
===============================================================================
*Note.--In paragraph 10 you should set out a brief description of the
rights and preferences of the holders of preferred stock, or any other provision
for the regulation of the business and the conduct of the affairs of the
corporation. In case of a building corporation you will also give in the same
space a specific and definite description of the site of such building. In order
to avoid delay read carefully each paragraph in the statement before
interpointing the data required. Beware execution of the statement compare every
recital in the statement and see whether or not it balances with every other
recital relating to the same matter.
Certificate Number 698
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO APPEARS HERE]
To all to whom these Presents Shall Come, Greeting:
Whereas, from a certificate duly signed and verified under oath filed in
the Office of the Secretary of State on the 20th day of March A.D. 1929 it
appears that at a meeting of the stockholders of the UTILITY SUPPLY COMPANY duly
convened a resolution was passed to increase capital stock in accordance with
the provisions of an Act entitled "AN ACT IN RELATION TO CORPORATIONS FOR
PECUNIARY PROFIT" approved June 28, 1919, in force July 1, 1919, and all
ads amendatory thereof, a copy of which certificate is hereto attached;
Now Therefore, I. William J. Stratton, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law do hereby certify that
UTILITY SUPPLY COMPANY has legally increased capital stock from $30,000.00 to
$100,000.00 as provided in the aforesaid Act.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of
Springfield this 20th day of March A.D. 1929 and of the
Independence of the United States the one hundred and 53rd.
[SEAL]
WILLIAM J. STRATTON
-----------------------------
SECRETARY OF STATE.
NOTICE: This certificate is to be used for increasing the capital stock.
Other changes in the Articles of Incorporation included in resolution increasing
the capital stock may also be included in this certificate.
FORM K
THIS CERTIFICATE MUST BE FILED IN DUPLICATE
STATE OF ILLINOIS )
)
County of Cook ) ss.
------------------)
I hereby certify that at a special meeting of the Stockholders of the
UTILITY SUPPLY COMPANY held at Chicago, Illinois on 1st day of September A.D.
1928, at 2:00 o'clock P.M., pursuant to notice required by law, which said
notice was delivered personally (or deposited in the post office properly
posted) at least ten days before the time fixed for such meeting, properly
addressed to each stockholder, signed in the manner provided in the by-laws of
said Corporation, stating the time, place and object of such meeting.
The following resolution was adopted, at least two-thirds of all the votes
represented by the whole stock of said Corporation issued and outstanding voting
therefor:
RESOLVED, That the capital stock is hereby increased from $30,000.00
consisting of 300 shares of the par value of $100.00 per share and no shares of
stock of no par value $100,000 consisting of 1000 shares of the par value of
$100.00 per share and no shares of no par value.
In case additional space is required insert sheets of legal cap paper here,
leaving two inches at top of each sheet for the purpose of binding in the
certificate.
The total amount of capital stock already authorized is $30,000.00
-----------
The amount of the increased capital stock which is proposed to issue at
once and which will be paid in cash is as follows: none
(common $ none
shares having a par value of $ per share is( ---------
- -------- -------- (preferred $ none
---------
(common $ none
shares having no par value is( ------
- -------- (preferred $ none
------
The amount of the increased capital stock which is proposed to issue at
once for property, and appraised value thereof is as follows:
(common $20,000.00
200 shares having a par value of $100.00 per share is( ---------
- -------- -------- (preferred $ None
---------
(common $ None
No shares having no par value is( ------
- -------- (preferred $ None
------
The location and a general description of such property is as follows:
All of the furniture, fixtures, equipment, accounts receivable, stock in
trade and good-will of the Chicago Loose Leaf Mfg. Co., a corporation, 317 W.
Monroe Street, Chicago, Illinois.
Affix Corporate Seal
Here Attest: /s/ Harry Hechtman
----------------------------------
Secretary.
STATE OF ILLINOIS )
)
County of Cook ) ss.
--------------------- )
I, Morris Wolf, being duly sworn, declare on oath that I am President of
the Corporation mentioned in the foregoing certificate, and that the statements
therein made are true in substance and in fact.
IN WITNESS WHEREOF, I have hereunto set my hand, and caused the seal of
said Corporation to be affixed, this 18th day of March, A. D. 1929.
/s/ Morris Wolf
------------------------------
President.
Subscribed and sworn to before me this 18th day of March A. D. 1929.
/s/ SIGNATURE ILLEGIBLE
-------------------------------
Notary Public.
Affix
Notarial Seal
Here
FORM K.
Box 1648 No. 111748
===============================================================================
CERTIFICATE
of
Increase of Capital Stock from
$30,000.00 to $100,000.00
of
The UTILITY SUPPLY COMPANY
317 W. Monroe Street.
Chicago, Illinois
===============================================================================
The fees required are covered by Sections 96, 97, 105, 107 and 129 of the
General Corporation Act.
Blanks for filing amendments where the notice prescribed by statute is
waived will be furnished upon request.
Certificate Number 4551
--------
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO APPEARS HERE]
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, Articles of amendment to the Articles of Incorporation duly signed and
verified of Utility Supply Company have been filed in the Office of the
Secretary of State on the 29th day of December A.D. 1936, as provided by "THE
BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, Edward J. Hughes, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate of
amendment and attach thereto a copy of the Articles of Amendment to the Articles
of Incorporation of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of Springfield
this 29th day of December A.D. 1936 and of the Independence of the
(SEAL) United States the one hundred and 61st.
/S/ EDWARD J. HUGHES
------------------------------------
SECRETARY OF STATE.
Date 12/27/36
------------------------
Filing Fee $20.00
-----------------
Clerk [INITIALS APPEAR HERE]
-----------------------
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
UTILITY SUPPLY COMPANY
------------------------------
To EDWARD J. HUGHES
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles
of Incorporation and pursuant to the provisions of Section 55 of "The
Business Corporation Act" of the State of Illinois, hereby executes the
following Articles of Amendment:
ARTICLE FIRST: The name of the corporation is: [STAMP APPEARS HERE]
UTILITY SUPPLY COMPANY
ARTICLE SECOND: The following amendment or amendments were adopted in
the manner prescribed by "The Business Corporation Act" of the State of
Illinois:
BE IT RESOLVED that the capitalization of this corporation be increased from
One Hundred Thousand Dollars ($100,000.00), consisting of One Thousand (1000)
shares of common stock of the par value of One Hundred Dollars ($100.00) per
share, to Two Hundred Thousand Dollars ($200,000.00) consisting of Two Thousand
shares (2000) of common stock of the par value of One Hundred Dollars ($100.00)
per share.
(Disregard separation ARTICLE THIRD: The number of shares of the
into classes if class corporation outstanding at the time of the adoption of
voting does not apply said amendment or amendments was 880; and the
to the amendment number of shares of each class entitled to vote as a
voted on.) class on the adoption of said amendment or amendments,
and the designation of each such class were as
follows:
Class Number of Shares
Common 880
(Disregard separation ARTICLE FOURTH: The number of shares voted for
into classes if class said amendment or amendments was 660; and the
voting does not apply number of shares voted against said amendment or
to the amendment amendments was none. The number of shares of each
voted on.) class entitled to vote as a class voted for and
against said amendment or amendments, respectively,
was:
Class Number of Shares Voted
For Against
Common 660 None
(Disregard this Article ARTICLE FIFTH: The manner in which the exchange,
where the amendments reclassification, or cancellation of issued shares,
contain no such or the reduction of the number of authorized shares
provisions.) of any class below the number of issued shares of
that class, provided for by said amendment or
amendments, shall be effected, is as follows:
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which
where amendments do not said amendment or amendments effect a change in the
affect stated capital or amount of stated capital or the amount of paid-in
paid-in surplus.) surplus, or both, is effected is as follows:
(Disregard this Paragraph Paragraph 2: The amounts of stated capital and
where amendments do not of paid-in surplus as changed by said amendment or
affect stated capital and amendments are as follows:
paid-in surplus.)
Before Amendment After Amendment
Stated capital..... $ $
Paid-in surplus.... $ $
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its__________President, and its
corporate seal to be hereto affixed, attested by its__________Secretary, this
28th day of December, 1936.
UTILITY SUPPLY COMPANY
-----------------------------------------
PLACE By /s/ Morris Wolf
(CORPORATE SEAL) ---------------------------------------
HERE Its President
ATTEST:
/s/ Harry Hecktman
- ----------------------------------
Its Secretary
STATE OF ILLINOIS
--------------------------)
COUNTY OF COOK ) ss.
-------------------------)
I, HARRY G. HERSHENSON, a Notary Public, do hereby certify that on the 28th
day of December 1936, MORRIS WOLF personally appeared before me and, being first
duly sworn by me, acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Harry G. Hershenson
---------------------------------------
Notary Public
PLACE
(NOTARIAL SEAL)
HERE
Box 1648 File 748
=========================
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
UTILITY SUPPLY COMPANY
-------------------------
Increased number of shs from 1,000
Shs Pv to 2,000 Shs Pv
[STAMP APPEARS HERE]
Filing Fee $20.00
=========================
Certificate Number 11497
--------
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO APPEARS HERE]
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, Articles of amendment to the Articles of Incorporation duly signed and
verified of Utility Supply Company have been filed in the Office of the
Secretary of State on the 9th day of June A.D. 1944, as provided by "THE
BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, Edward J. Hughes, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate of
amendment and attach thereto a copy of the Articles of Amendment to the Articles
of Incorporation of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of Springfield
this 9th day of June A.D. 1944 and of the Independence of the United
(SEAL) States the one hundred and 68th.
/S/ EDWARD J. HUGHES
------------------------------------
SECRETARY OF STATE.
Date 6-9-44
------------------------
Filing Fee $20.00
-----------------
Clerk /s/ WEL
-----------------------
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
UTILITY SUPPLY COMPANY
------------------------------
To EDWARD J. HUGHES
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is: [STAMP APPEARS HERE]
UTILITY SUPPLY COMPANY
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
BE IT RESOLVED that the capitalization of this corporation be increased from
Two Hundred Thousand Dollars ($200,000.00), consisting of Two Thousand (2000)
shares of common stock of the par value of One Hundred Dollars ($100.00) per
share, to Three Hundred Thousand Dollars ($300,000.00), consisting of Three
Thousand Shares (3,000) of common stock of the par value of One Hundred Dollars
($100.00) per share.
(Disregard separation ARTICLE THIRD: The number of shares of the
into classes if class corporation outstanding at the time of the adoption of
voting does not apply said amendment or amendments was 2,000; and the
to the amendment number of shares of each class entitled to vote as a
voted on.) class on the adoption of said amendment or amendments,
and the designation of each such class were as
follows:
Class Number of Shares
Common 2,000
(Disregard separation ARTICLE FOURTH: The number of shares voted for
into classes if class said amendment or amendments was 2,000; and the
voting does not apply number of shares voted against said amendment or
to the amendment amendments was none. The number of shares of each
voted on.) class entitled to vote as a class voted for and
against said amendment or amendments, respectively,
was:
Class Number of Shares Voted
For Against
Common 2,000 None
(Disregard this Article ARTICLE FIFTH: The manner in which the exchange,
where the amendments reclassification, or cancellation of issued shares,
contain no such or the reduction of the number of authorized shares
provisions.) of any class below the number of issued shares of
that class, provided for said amendment or
amendments shall be effected, is as follows:
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which
where amendments do not said amendment or amendments effecting a change in
affect stated capital or the amount of stated capital or the amount of paid-in
paid-in surplus.) surplus, or both, is as follows:
(Disregard this Paragraph Paragraph 2: The amounts of stated capital and
where amendments do not of paid-in surplus as changed by said amendment
affect stated capital and or amendments are as follows:
paid-in surplus.)
Before Amendment After Amendment
Stated capital..... $ $
Paid-in surplus.... $ $
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its__________President, and its
corporate seal to be hereto affixed, attested by its__________Secretary, this
7th day of June, 1944.
UTILITY SUPPLY COMPANY
-----------------------------------------
PLACE By /s/ Morris Wolf
(CORPORATE SEAL) ---------------------------------------
HERE Its President
ATTEST:
/s/ Harry Hecktman
- ----------------------------------
Its Secretary
STATE OF ILLINOIS
--------------------------)
COUNTY OF COOK ) ss.
-------------------------)
I, L.J. Schenkl, a Notary Public, do hereby certify that on the 7th day of
June 1944, MORRIS WOLF personally appeared before me and, being first duly
sworn by me, acknowledged that he signed the foregoing document in the capacity
therein set forth and declared that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ L.J. Schenkl
---------------------------------------
Notary Public
PLACE
(NOTARIAL SEAL)
HERE
Box 1648 File 748
=========================
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
UTILITY SUPPLY COMPANY
-------------------------
Increase number of authorized
shares from 2,000 Shs. Pv. to
3,000 Shs. Pv.
[STAMP APPEARS HERE]
Filing Fee $20.00
=========================
Certificate Number 12396
--------
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO APPEARS HERE]
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, Articles of amendment to the Articles of Incorporation duly signed and
verified of Utility Supply Company have been filed in the Office of the
Secretary of State on the 13th day of December A.D. 1944, as provided by "THE
BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, Richard Yates Rowe, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of Springfield
this 13th day of December A.D. 1944 and of the Independence of the
(SEAL) United States the one hundred and 69th.
/S/ RICHARD YATES ROWE
------------------------------------
SECRETARY OF STATE.
Date 12-13-44
------------------------
Filing Fee $20.00
-----------------
Clerk /s/ WEL
-----------------------
ARTICLES OF AMENDMENT
TO THE
[STAMP APPEARS HERE]
ARTICLES OF INCORPORATION
OF
UTILITY SUPPLY COMPANY
------------------------------
To RICHARD YATES ROWE
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
UTILITY SUPPLY COMPANY
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
RESOLVED that the aggregate number of shares
which the corporation will have authority to issue
hereafter will be four thousand (4,000) of one
class with the par value of $100.00 per share.
(Disregard separation ARTICLE THIRD: The number of shares of the
into classes if class corporation outstanding at the time of the adoption of
voting does not apply said amendment or amendments was 3,000; and the
to the amendment number of shares of each class entitled to vote as a
voted on.) class on the adoption of said amendment or amendments,
and the designation of each such class were as
follows:
Class Number of Shares
Common 3,000
(Disregard separation ARTICLE FOURTH: The number of shares voted for
into classes if class said amendment or amendments was 3,000; and the
voting does not apply number of shares voted against said amendment or
to the amendment amendments was none. The number of shares of each
voted on.) class entitled to vote as a class voted for and
against said amendment or amendments, respectively,
was:
Class Number of Shares Voted
For Against
Common 3,000 None
(Disregard this Article ARTICLE FIFTH: The manner in which the exchange,
where the amendments reclassification, or cancellation of issued shares,
contain no such or the reduction of the number of authorized shares
provisions.) of any class below the number of issued shares of
that class, provided for said amendment or
amendments, shall be effected, is as follows:
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which
where amendments do not said amendment or amendments effecting a change in
affect stated capital or the amount of stated capital or the amount of paid-in
paid-in surplus.) surplus, or both, is as follows:
(Disregard this Paragraph Paragraph 2: The amounts of stated capital and
where amendments do not of paid-in surplus as changed by said amendment
affect stated capital or amendments are as follows:
and paid-in surplus.)
Before Amendment After Amendment
Stated capital..... $ $
Paid-in surplus.... $ $
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its__________President, and its
corporate seal to be hereto affixed, attested by its__________Secretary, this
11th day of December, 1944.
UTILITY SUPPLY COMPANY
-----------------------------------------
PLACE By /s/ Morris Wolf
(CORPORATE SEAL) ---------------------------------------
HERE Its President
ATTEST:
/s/ Harry Hecktman
- ----------------------------------
Its Secretary
STATE OF ILLINOIS
--------------------------)
COUNTY OF COOK ) ss.
-------------------------)
I, RUTH L. RIFF, a Notary Public, do hereby certify that on the 11th day of
December 1944, MORRIS WOLF personally appeared before me and, being first duly
sworn by me, acknowledged that he signed the foregoing document in the capacity
therein set forth and declared that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Ruth L. Riff
---------------------------------------
Notary Public
PLACE
(NOTARIAL SEAL)
HERE
Box 1648 File 748
=========================
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
UTILITY SUPPLY COMPANY
-------------------------
Increase number of authorized shares
from 3,000 Shs. Pv. to 4,000 Shs. Pv.
[STAMP APPEARS HERE]
Filing Fee $20.00
=========================
Certificate Number XXXX
--------
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO APPEARS HERE]
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, Articles of amendment to the Articles of Incorporation duly signed and
verified of UTILITY SUPPLY COMPANY have been filed in the Office of the
Secretary of State on the 23rd day of August A.D. 1946, as provided by "THE
BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, Edward J. Barrett, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of Springfield
this 23rd day of August A.D. 1946 and of the Independence of the
(SEAL) United States the one hundred and 71st.
/S/ EDWARD J. BARRETT
------------------------------------
SECRETARY OF STATE.
Date 8-23-46
------------------------
Filing Fee $20.00
-----------------
Clerk /s/ WEL
-----------------------
(File in Duplicate)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
UTILITY SUPPLY COMPANY
------------------------------ [STAMP APPEARS HERE]
(Exact Corporate Name)
To EDWARD J. BARRETT
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
UTILITY SUPPLY COMPANY
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
State of Illinois:
RESOLVED that the aggregate number of shares
which the corporation will have authority to issue
hereafter will be six thousand (6,000) of one
class with the par value of $100.00 per share.
(Disregard separation ARTICLE THIRD: The number of shares of the
into classes if class corporation outstanding at the time of the adoption of
voting does not apply said amendment or amendments was 4,000; and the
to the amendment number of shares of each class entitled to vote as a
voted on.) class on the adoption of said amendment or amendments,
and the designation of each such class were as
follows:
Class Number of Shares
Common 4,000
(Disregard separation ARTICLE FOURTH: The number of shares voted for
into classes if class said amendment or amendments was 4,000; and the
voting does not apply number of shares voted against said amendment or
to the amendment amendments was ________________. The number of
voted on.) shares of each class entitled to vote as a class
voted for and against said amendment or amendments,
respectively, was:
Class Number of Shares Voted
For Against
Common 4,000 None
(Disregard this Article ARTICLE FIFTH: The manner in which the exchange,
where the amendments reclassification, or cancellation of issued shares,
contain no such or a reduction of the number of authorized shares of
provisions.) any class below the number of issued shares of that
class, provided for said amendment or amendments,
shall be effected, is as follows:
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which
where amendments do not said amendment or amendments effecting a change in
affect stated capital or the amount of stated capital or the amount of paid-in
paid-in surplus.) surplus, or both, is as follows:
(Disregard this Paragraph Paragraph 2: The amounts of stated capital and
where amendments do not of paid-in surplus as changed by said amendment or
reduce stated capital.) amendments are as follows:
Before Amendment After Amendment
Stated capital..... $ $
Paid-in surplus.... $ $
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its__________President, and its
corporate seal to be hereto affixed, attested by its__________Secretary, this
8th day of August, 1946.
UTILITY SUPPLY COMPANY
-----------------------------------------
(Exact Corporate Name)
PLACE By /s/ Morris Wolf
(CORPORATE SEAL) ---------------------------------------
HERE Its President
ATTEST:
/s/ Harry Hecktman
- ----------------------------------
Its Secretary
STATE OF ILLINOIS
--------------------------)
COUNTY OF COOK ) ss.
-------------------------)
I, L.J. Schenkl, a Notary Public, do hereby certify that on the 8th day of
August 1946, MORRIS WOLF personally appeared before me and, being first duly
sworn by me, acknowledged that he signed the foregoing document in the capacity
therein set forth and declared that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ L.J. Schenkl
---------------------------------------
Notary Public
PLACE
(NOTARIAL SEAL)
HERE
Box 1648 File 748
=========================
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
UTILITY SUPPLY COMPANY
-------------------------
increase number authorized shares
from 4000 SHS PV to 6000 SHS PV
[STAMP APPEARS HERE]
FILE IN DUPLICATE
Filing Fee $20.00
=========================
Certificate Number 7953
--------
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO APPEARS HERE]
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, Articles of amendment to the Articles of Incorporation duly signed and
verified of Utility Supply Company have been filed in the Office of the
Secretary of State on the 30th day of December A.D. 1957, as provided by "THE
BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, Charles F. Carpentier, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of Springfield
this 30th day of December A.D. 1957 and of the Independence of the
(SEAL) United States the one hundred and 82nd.
/S/ CHARLES F. CARPENTIER
------------------------------------
SECRETARY OF STATE.
----------------------------------
(Do not write in this space)
Date Paid 12-30-57
License Fee $
Franchise Tax $
(File in Duplicate) Filing Fee $20.00
Clerk /s/ G.E.P.
----------------------------------
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
UTILITY SUPPLY COMPANY
------------------------------
(Exact Corporate Name)
To CHARLES F. CARPENTIER, [STAMP APPEARS HERE]
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
UTILITY SUPPLY COMPANY
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
BE IT RESOLVED that the aggregate number of shares which the corporation is
authorized to issue, is changed from six thousand (6000) common shares of One
Hundred Dollars ($100.00) par value, to Two Hundred Ninety Thousand (290,000)
Class A of One Dollar ($1.00) par value, and Six Hundred Thousand Class B of One
Dollar ($1.00) par value.
BE IT FURTHER RESOLVED that each of the presently issued and outstanding six
thousand (6,000) common shares of One Hundred Dollars ($100.00) par value be and
the same is hereby changed into one hundred (100) shares Class B of One Dollar
($1.00) par value authorized herein.
BE IT FURTHER RESOLVED that the Class A shares shall be preferred over the
Class B shares as to dividends only and shall not be preferred as to the assets
of the corporation; and that the holders of Class B shares shall not receive any
dividends whatsoever unless and until the holders of Class A shares shall have
been paid an equal dividend.
BE IT FURTHER RESOLVED that the holders of Class B shares shall have the option
of converting said shares of Class B shares to Class A shares in the same
proportion as the existing stock holding of Class B shares bears to the total
issue of Class B shares; that this option shall be available to the holders of
Class B shares only when the corporation has in its possession Class A Treasury
Stock or unissued Class A shares.
(Disregard separation ARTICLE THIRD: The number of shares of the
into classes if class corporation outstanding at the time of the adoption of
voting does not apply said amendment or amendments was Six Thousand (6,000);
to the amendment and the number of shares of each class entitled to
voted on.) vote as a class on the adoption of said amendment or
amendments, and the designation of each such class
were as follows:
Class Number of Shares
Common 6,000
(Disregard separation ARTICLE FOURTH: The number of shares voted for
into classes if class said amendment or amendments was Six Thousand (6,000);
voting does not apply and the number of shares voted against said amendment
to the amendment or amendments was none. The number of shares of each
voted on.) class entitled to vote as a class voted for and
against said amendment or amendments, respectively,
was:
Class Number of Shares Voted
For Against
Common 6,000 None
(Disregard this Article ARTICLE FIFTH: The manner in which the exchange,
where this amendment reclassification, or cancellation of issued shares,
contains no such or a reduction of the number of authorized shares of
provisions.) any class below the number of issued shares of that
class, provided for in, or effected by, this
amendment, is as follows:
Each of the presently issued and outstanding
shares of $100.00 par value be and the same is hereby
changed into one hundred (100) shares of Class B of
$1.00 par value as authorized by the Amendment.
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which
where amendment does not said amendment or amendments effect a change in the
affect stated capital or amount of stated capital or the amount of paid-in
paid-in surplus.) surplus, or both, is as follows:
(Disregard this Paragraph Paragraph 2: The amounts of stated capital and
where amendment does not of paid-in surplus as changed by this amendment are
affect stated capital or as follows:
paid-in surplus.)
Before Amendment After Amendment
Stated capital..... $ $
Paid-in surplus.... $ $
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its__________President, and its
corporate seal to be hereto affixed, attested by its__________Secretary, this
4th day of December, 1957.
UTILITY SUPPLY COMPANY
-----------------------------------------
(Exact Corporate Name)
PLACE By /s/ Morris Wolf
(CORPORATE SEAL) ---------------------------------------
HERE Its President
ATTEST:
/s/ Harry Hecktman
- ----------------------------------
Its Secretary
STATE OF ILLINOIS
--------------------------)
COUNTY OF COOK ) ss.
-------------------------)
I, L.J. Schenkl, a Notary Public, do hereby certify that on the 4th day of
December 1957, MORRIS WOLF personally appeared before me and, being first duly
sworn by me, acknowledged that he signed the foregoing document in the capacity
therein set forth and declared that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ L.J. Schenkl
---------------------------------------
Notary Public
PLACE
(NOTARIAL SEAL)
HERE
Box 1648 File 748
=========================
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
UTILITY SUPPLY COMPANY
-------------------------
[STAMP APPEARS HERE]
FILE IN DUPLICATE
Filing Fee $20.00
=========================
Certificate Number 1877
--------
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
[LOGO APPEARS HERE]
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS, Articles of amendment to the Articles of Incorporation duly signed and
verified of Utility Supply Company have been filed in the Office of the
Secretary of State on the 15th day of February A.D. 1960, as provided by "THE
BUSINESS CORPORATION ACT" of Illinois, in force July 13, A.D. 1933.
Now Therefore, I, Charles F. Carpentier, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue this
certificate of amendment and attach thereto a copy of the Articles of Amendment
to the Articles of Incorporation of the aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, Done at the City of Springfield
this 15th day of February A.D. 1960 and of the Independence of the
(SEAL) United States the one hundred and 84th.
/S/ CHARLES F. CARPENTIER
------------------------------------
SECRETARY OF STATE.
----------------------------------
(Do not write in this space)
Date Paid 2-15-60
License Fee $
Franchise Tax $
(File in Duplicate) Filing Fee $20.00
Clerk /s/ G.E.P.
----------------------------------
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
UTILITY SUPPLY COMPANY
------------------------------
(Exact Corporate Name)
To CHARLES F. CARPENTIER, [STAMP APPEARS HERE]
Secretary of State
Springfield, Illinois
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is:
UTILITY SUPPLY COMPANY
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
RESOLVED that the corporate name be
changed from UTILITY SUPPLY COMPANY
to UNITED STATIONERS SUPPLY CO.
(Disregard separation ARTICLE THIRD: The number of shares of the
into classes if class corporation outstanding at the time of the adoption of
voting does not apply said amendment or amendments was 616,000; and the
to the amendment number of shares of each class entitled to vote as a
voted on.) class on the adoption of said amendment or amendments,
and the designation of each such class were as
follows:
Class Number of Shares
A 16,000
B 600,000
(Disregard separation ARTICLE FOURTH: The number of shares voted for
into classes if class said amendment or amendments was 616,000; and the
voting does not apply number of shares voted against said amendment or
to the amendment amendments was ________________. The number of
voted on.) shares of each class entitled to vote as a class
voted for and against said amendment or amendments,
respectively, was:
Class Number of Shares Voted
For Against
A 16,000 None
B 600,000 None
(Disregard this Article ARTICLE FIFTH: The manner in which the exchange,
where this amendment reclassification, or cancellation of issued shares,
contains no such or a reduction of the number of authorized shares of
provisions.) any class below the number of issued shares of that
class, provided for in, or effected by, this
amendment, is as follows:
(Disregard this Paragraph ARTICLE SIXTH: Paragraph 1: The manner in which
where amendment does not said amendment or amendments effect a change in the
affect stated capital or amount of stated capital or the amount of paid-in
paid-in surplus.) surplus, or both, is as follows:
(Disregard this Paragraph Paragraph 2: The amounts of stated capital and
where amendment does not of paid-in surplus as changed by this amendment are
affect stated capital or as follows:
paid-in surplus.)
Before Amendment After Amendment
Stated capital..... $ $
Paid-in surplus.... $ $
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its__________President, and its
corporate seal to be hereto affixed, attested by its__________Secretary, this
11th day of February, 1960.
UTILITY SUPPLY COMPANY
-----------------------------------------
(Exact Corporate Name)
PLACE By /s/ Morris Wolf
(CORPORATE SEAL) ---------------------------------------
HERE Its President
ATTEST:
/s/ Harry Hecktman
- ----------------------------------
Its Secretary
STATE OF ILLINOIS
--------------------------)
COUNTY OF COOK ) ss.
-------------------------)
I, RUTH L. RIFF, a Notary Public, do hereby certify that on the 11th day of
February, 1960 MORRIS WOLF personally appeared before me and, being first duly
sworn by me, acknowledged that he signed the foregoing document in the capacity
therein set forth and declared that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
/s/ Ruth L. Riff
---------------------------------------
Notary Public
PLACE
(NOTARIAL SEAL)
HERE
Box 1648 File 748
=========================
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
UTILITY SUPPLY COMPANY
-------------------------
Change of Name
Change of Name
[STAMP APPEARS HERE]
FILE IN DUPLICATE
Filing Fee $20.00
=========================
Certificate 1648 748 1
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
To all to whom these Presents Shall Come, Greeting:
Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION, duly signed and
verified of UNITED STATIONERS SUPPLY CO. incorporated under the laws of the
State of ILLINOIS have been filed in the Office of the Secretary of State, as
provided by The "Business Corporation Act" of Illinois, in force July 13, A.D.
1933.
Now Therefore, I, JIM EDGAR, Secretary of State of the State of Illinois by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach thereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois. Done at the City of
(SEAL) Springfield this 28th day of August A.D. 1981 and of the
Independence of the United States the two hundred and 6th
/s/ Jim Edgar
----------------------------------------
SECRETARY OF STATE
Form BCA-55
(File in Duplicate)
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
TO JIM EDGAR -----------------------------
Secretary of State (Do not write in this space)
Springfield, Illinois Date Paid 8-28-81
License Fee $
Franchise Tax $2,500
Filing Fee $
Clerk
-----------------------------
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:
ARTICLE FIRST: The name of the corporation is: UNITED STATIONERS SUPPLY CO.
ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
RESOLVED: That the Articles of Incorporation of United Stationers Supply Co.
be amended so that the aggregate number of shares which the corporation is
authorized to issue is changed from 290,000 shares of Class A Common Stock, par
value $1 per share, and 600,000 shares of Class B Common Stock, par value $1 per
share, to 890,000 shares of Common Stock, par value $1 per share.
FURTHER RESOLVED: That each outstanding Class A share and each outstanding
Class B share shall, upon the filing of Articles of Amendment to the
corporation's Articles of Incorporation to the foregoing effect, be changed into
one share of Common Stock, par value $1 per share, without any other or further
action.
FURTHER RESOLVED: That the officers of this corporation are hereby authorized,
directed and empowered to take all necessary action to carry out the foregoing
resolutions.
ARTICLE THIRD: The number of shares of the corporation outstanding at the time
of the adoption of said amendment or amendments was 841,800; and the number of
shares of each class entitled to vote as a class on the adoption of said
amendment or amendments, and the designation of each such class were as follows:
(Disregard separation into classes Class Number of Shares
if class voting does not apply to
the amendment voted on.)
Class A 248,300
Class B 593,500
NOTE: On the date of adoption of the amendment as additional
shares were held in treasury and not entitled to vote.
Class Number of Shares
N/A
ARTICLE FOURTH: The number of shares voted for said amendment or amendments
was 837,800 and the number of shares voted against said amendment or amendments
was -0-. The number of shares of each class entitled to vote as a class voted
for and against said amendment or amendments, respectively, was:
(Disregard separation into classes Class Number of Shares Voted
if class voting does not apply to For Against
the amendment voted on.)
Class A 244,300 -0-
Class B 593,500 -0-
Item 1. On the date of the adoption of this amendment, restating the articles of
incorporation, the corporation had shares issued, itemized as follows:
(Disregard these items unless Class Series Number of Par value per share
the amendment restates the (If Any) Shares or statement that
articles of incorporation.) shares are without
par value
N/A
Item 2. On the date of the adoption of this amendment restating the articles of
incorporation, the corporation had a stated capital of $ and a paid-in
surplus of $ or a total of $ .
N/A
ARTICLE FIFTH: The manner in which the exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that class, provided for in,
or effected by, this amendment, is as follows:
(Disregard this Article where this amendment contains no such provisions.)
Upon the filing of this amendment, all outstanding Class A and Class B shares
shall automatically be changed and converted into shares of Common Stock, all of
a single class, with a par value of $1 per share.
ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or amendments
effect a change in the amount of stated capital or the amount of paid-in
surplus, or both, is as follows:
(Disregard this Paragraph where amendment does not affect stated capital or
paid-in surplus.)
N/A
Paragraph 2: The amounts of stated capital and of paid-in surplus as changed
by this amendment are as follows:
(Disregard this Paragraph where amendment does not affect stated capital or
paid-in surplus.) N/A
Before Amendment After Amendment
Stated capital................ $ $
Paid-in surplus............... $ $
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be executed in its name by its President, and its
corporate seal to be hereto affixed, attested by its Secretary,
this 21st day of August, 1981.
UNITED STATIONERS SUPPLY CO.
------------------------------------
Exact Corporate Name
Place
(CORPORATE SEAL) By /s/ Joel D. Spungin
Here ------------------------------------
Its President
ATTEST:
/s/ Jerold A. Hecktman
- --------------------------------
Its Secretary
As authorized officers, we declare that this document has been examined by us
and is, to the best of our knowledge and belief, true, correct and complete.
Form BCA-55
File #1648-748-1
===============================================================================
ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
SECRETARY OF STATE
CORPORATION DEPARTMENT
SPRINGFIELD, ILLINOIS 62756
TELEPHONE (217) 782-1832
FILE IN DUPLICATE
Filing Fee $25.00
Filing Fee for Re-Stated Articles $100.00
===============================================================================
File Number 1648 748 1
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
Whereas, ARTICLES OF MERGER OF
UNITED STATIONERS SUPPLY CO.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, Jim Edgar, Secretary of State of the State of Illinois, by
virtue of the powers vested in me by law, do hereby issue this certificate and
attach thereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of
(SEAL) Springfield this 3rd day of April A.D. 1986 and of the
Independence of the United States the two hundred and 10th
/s/ Jim Edgar
----------------------------------------
SECRETARY OF STATE
BCA-11.25/11.30 (Rev. Jul. 1984)
Submit in Duplicate File #1648-748-1
JIM EDGAR
Secretary of State
State of Illinois
ARTICLES OF MERGER,
CONSOLIDATION, EXCHANGE
Remit payment in check or Money Order, --------------------------
payable to "Secretary of State". This Space for Use By
Secretary of State
DO NOT SEND CASH! Date 4/3/86
Filing Fee $100.00
Filing Fee is $100, but if merger or consoli- Clerk
dation of more than 2 corporations $50 for --------------------------
each additional corporation.
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation(s) hereby adopt(s) the following Articles of Merger,
Consolidation or Exchange. (Strike inapplicable words)
1. The names of the corporations proposing to merge and the State or Country of
their incorporation, are:
Name of Corporation State or Country of Incorporation
United Stationers Supply Co. Illinois #1648-748-1 NSS
Johnson & Staley, Inc. Delaware #5326-335-6
2. The laws of the State or Country under which each corporation is incorporated
permit such merger, consolidation or exchange.
3. The name of the surviving corporation is United Stationers Supply Co. and it
shall be governed by the laws of Illinois.
4. The plan of merger is as follows:
If not sufficient space to cover this point, add one or more sheets of this size
PLAN AND AGREEMENT OF MERGER
THIS AGREEMENT dated March 28, 1986 by and between:
JOHNSON & STALEY, INC., a Delaware corporation ("J&S")
and
UNITED STATIONERS SUPPLY CO., an Illinois corporation ("USSCo.")
Said corporations are hereinafter sometimes called "Constituent Corporations".
A. J&S is a corporation organized and existing under the laws of the State
of Delaware. The authorized capital stock of J&S consists of 1,000 shares
of common stock, $1.00 par value per share, all of which shares are
issued and outstanding.
B. USSCo. is a corporation organized and existing under the laws of the
State of Illinois. The authorized capital stock of USSCo. consists of
890,000 shares of common stock, $1.00 par value per share, of which
847,250 shares are issued and outstanding.
C. All of the issued and outstanding shares of both Constituent Corporations
are held by United Stationers, Inc.
D. The parties desire to provide for the merger of J&S into USSCo. by a
statutory merger of the parties intended to qualify as a tax-free
reorganization under Section 368(a)(1) of the Internal Revenue Code of
1954 as amended.
THEREFORE, in consideration of the mutual covenants and agreements herein, the
parties agree to the following terms and conditions of merger and the mode of
carrying it into effect:
1. Merger. Pursuant to and in accordance with this Agreement, J&S shall be
merged into USSCo., which shall be the surviving corporation, and the separate
existence of J&S shall cease upon the effectiveness of its merger with and into
USSCo.
Upon the merger becoming effective, USSCo. shall possess all the rights and
privileges, powers and franchises, and be subject to all the restrictions,
disabilities and duties of the Constituent Corporations; and all property,
real, personal and mixed and all debts due to either of the Constituent
Corporations on whatever account and all other things in action or belonging to
either of the Constituent Corporations shall be vested in USSCo., and all and
every other interest shall be thereafter as effectively the property of USSCo.
as they were of the respective Constituent Corporations, and the title to any
real estate vested by deed or otherwise in either of the Constituent
Corporations shall not revert or be in any way impaired by reason of the merger,
but all rights of creditors and all liens upon any property of either of the
Constituent Corporations shall be preserved unimpaired, and all debts,
liabilities, obligations and duties of the respective Constituent Corporations
shall attach to USSCo. and may be entered against it to the same extent as if
the debts, liabilities, obligations and duties had been contracted by it.
2. Effective Date. The merger shall be effective March 31, 1986 for accounting
purposes only.
3. Name. The name of the surviving corporation shall continue to be United
Stationers Supply Co.
4. Articles of Incorporation and By-Laws. The Articles of Incorporation and
By-Laws of USSCo. in effect on the effective date of the merger shall be the
Articles of Incorporation and By-Laws of the surviving corporation.
5. Office and Registered Agent. The principal office, the registered office
and the registered agent of USSCo. on the effective date of the merger shall
remain the same.
6. Officers and Directors. The persons who are officers and/or directors of
USSCo. on the effective date of the merger shall continue to be the respective
directors and officers of the surviving corporation until the next annual
meeting of the shareholder and directors of USSCo. and until their successors
are elected and qualified.
7. Conversion of Shares. The manner and basis of converting the shares of the
Constituent Corporations into shares of USSCo. shall be as follows:
As of the effective date and without any action by the holders of such shares,
each share of stock of J&S outstanding on the effective date of the merger shall
be converted into 32,750 shares of USSCo. Each of the parties hereto agree that,
at anytime after the effective time of the merger the surviving corporation
shall issue, or shall have returned to it, such number of shares of USSCo., if
any, as are necessary to correct the foregoing exchange ratio such that the
holders of the shares of stock of J&S, outstanding, at the effective time of the
merger shall have received that number of shares of USSCo. which will have the
fair market value equivalent to the fair market value of J&S immediately prior
to the merger, determined on the basis of the respective "tangible net book
value" of each Constituent Corporation. "Tangible net book value" shall mean the
excess of the value of the tangible assets of the corporation over all
liabilities of the corporation as of the effective date.
5. The plan of merger was approved, (a) as to each corporation not organized in
Illinois, in compliance with the laws of the state under which it is
organized, and (b) as to each Illinois corporation, as follows:
(The following items are not applicable to mergers under (S)11.30--90% owned
subsidiary provisions. See Article 7.)
(Only "X" one box for each corporation)
By the shareholders, a resolu-
tion at the board of directors
having been duly adopted and By written consent of the
submitted to a vote at a meet- shareholders having not less
ing of shareholders. Not less than the minimum number of
than the minimum number of votes required by statute and By written consent
votes required by statute and by the articles of incorpora- of ALL, the share-
by the articles of incorporation tion. Shareholders who have holders entitled to
voted in favor of the action not consented in writing have vote on the action
taken. been given notice in accor- in accordance with
Name of Corporation (S) 11.20) dance with (S)7.10 ((S)11.20) (S)7.10 & (S)11.20
- ------------------- -------------------------------- ------------------------------- -------------------
United Stationers Supply Co. /_/ /_/ /X/
Johnson & Staley, Inc. /_/ /_/ /X/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- --------------------------------------------------------------------------------
6. (Not applicable if surviving, new or acquiring corporation is an Illinois
corporation)
It is agreed that, upon and after the issuance of a certificate of merger,
consolidation or exchange by the Secretary of State of the State of Illinois:
a. The surviving, new or acquiring corporation may be served with process in
the State of Illinois in any proceeding for the enforcement of any
obligation of any corporation organized under the laws of the State of
Illinois which is a party to the merger, consolidation or exchange and in
any proceeding for the enforcement of the rights of a dissenting
shareholder of any such corporation organized under the laws of the State
of Illinois against the surviving, new or acquiring corporation.
b. The Secretary of State of the State of Illinois shall be and hereby is
irrevocably appointed as the agent of the surviving, new or acquiring
corporation to accept service of process in any such proceedings, and
c. The surviving, new, or acquiring corporation will promptly pay to the
dissenting shareholders of any corporation organized under the laws of the
State of Illinois which is a party to the merger, consolidation or
exchange the amount, if any, to which they shall be entitled under the
provisions of "The Business Corporation Act of 1983" of the State of
Illinois with respect to the rights of dissenting shareholders.
- --------------------------------------------------------------------------------
7. (Complete this item if reporting a merger under (S)11.30-90% owned subsidiary
provisions.)
a. The number of outstanding shares of each class of each merging subsidiary
corporation and the number of such shares of each class owned immediately
prior to the adoption of the plan of merger by the parent corporation,
are:
Total Number of Shares Number of Shares of Each Class
Outstanding Owned Immediately Prior to
Name of Corporation of Each Class Merger by the Parent Corporation
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
b. The date of mailing a copy of the plan of merger and notice of the
right to dissent to the shareholders of each merging subsidiary
corporation was , 19 .
Was written consent for the merger or written waiver of the 30 day period
by the holders of all the outstanding shares of all subsidiary
corporations received? /_/ Yes /_/ No
(If the answer is "No", the duplicate copies of the Articles of Merger may
not be delivered to the Secretary of State until after 30 days following
the mailing of a copy of the plan of merger and of the notice of the right
to dissent to the shareholders of each merging subsidiary corporation.)
The undersigned corporation has caused these articles to be signed by its duly
authorized officers, each of whom affirm, under penalties of perjury, that the
facts stated herein are true.
Dated March 31, 1986
attested by /s/ Jerold A. Hecktman
-----------------------------
(Signature of Secretary or
Assistant Secretary)
Jerold A. Hecktman, Secretary
-------------------------------
(Type or Print Name and Title)
Dated March 31, 1986
attested by /s/ Jerold A. Hecktman
-----------------------------
(Signature of Secretary or
Assistant Secretary)
Jerold A. Hecktman, Secretary
------------------------------
(Type or Print Name and Title)
Dated , 1986
attested by
-----------------------------
(Signature of Secretary or
Assistant Secretary)
------------------------------
(Type or Print Name and Title)
United Stationers Supply Co.
- ----------------------------------------
(Exact Name of Corporation)
by /s/ Allen B. Kravis
- ----------------------------------------
(Signature of President or Vice President)
Allen B. Kravis, Vice President
- ----------------------------------------
(Type or Print Name and Title)
Johnson & Staley, Inc.
- ----------------------------------------
(Exact Name of Corporation)
by /s/ Allen B. Kravis
- ----------------------------------------
(Signature of President or Vice President)
Allen B. Kravis, Vice President
- ----------------------------------------
(Type or Print Name and Title)
- ----------------------------------------
(Exact Name of Corporation)
by
- ----------------------------------------
(Signature of President or Vice President)
- ----------------------------------------
(Type or Print Name and Title)
Form BCA-11.25/11.30
File No.
================================================================================
ARTICLES OF MERGER,
CONSOLIDATION, EXCHANGE
Filing Fee $100.00, but if a merger or a consolidation of more than two
corporations, $50 for each additional corporation.
FILED
JIM EDGAR
Secretary of State
PAID
APR 04 1986
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217-782-6961
================================================================================
File Number 1648-748-1
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
Whereas, ARTICLES OF MERGER OF
UNITED STATIONERS SUPPLY CO.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of
(SEAL) Springfield, this 24th day of June A.D. 1992 and of the
Independence of the United States the two hundred and 16th.
/s/ George H. Ryan
----------------------------------------
SECRETARY OF STATE
ARTICLES OF MERGER
CONSOLIDATION OR EXCHANGE
Form BCA-11.25
(Rev. Jan. 1991) File # D1648-748-1
- --------------------------------------------------------------------------------
George H. Ryan SUBMIT IN DUPLICATE
Secretary of State -----------------------
Department of Business Services This space for use by
Springfield, IL 62756 Secretary of State
Telephone (217) 782-6961
- ----------------------------------------- Date 6-24-92
DO NOT SEND CASH!
Remit payment in check or money Filing Fee $100.00
order, payable to "Secretary of State."
Filing Fee is $100, but if merger or con- Approved: X
solidation of more than 2 corporations.
$50 for each additional corporation.
- --------------------------------------------------------------------------------
FILED PAID
JUN 24 1992 JUN 23 1992
Secretary of State
GEORGE H. RYAN
merge
1. Names of the corporations proposing to consolidate and the state or
country of their incorporation: exchange shares
Name of Corporation State or Country of Incorporation
United Stationers Supply Co.
1648-748-1 Illinois
- --------------------------------------- ---------------------------------------
Stationers Distributing Company, Inc.
5551-380-5 Delaware
- --------------------------------------- ---------------------------------------
- --------------------------------------- ---------------------------------------
- --------------------------------------------------------------------------------
2. The laws of the state or country under which each corporation is incorporated
permit such merger, consolidation or exchange.
- --------------------------------------------------------------------------------
3. (a) Name of the surviving corporation: United Stationers Supply Co.
-----------------------------------
(b) It shall be governed by the laws of: Illinois
-----------------------------------
- --------------------------------------------------------------------------------
4. Plan of merger is as follows:
If not sufficient space to cover this point,
add one or more sheets of this size.
See attached Exhibit A
EXPEDITED
JUN 24 1992
SECRETARY OF STATE
Exhibit A
PLAN OF MERGER
This is a plan of merger for the merger (the "Merger") by United Stationers
Supply Co., an Illinois corporation (the "Corporation" or, in its capacity as
the surviving corporation of the Merger, the "Surviving Corporation") of its
wholly-owned subsidiary, Stationers Distributing Company, Inc., a Delaware
corporation (the "Subsidiary") with and into the Corporation.
Article I
1.1 The Merger.
The Subsidiary shall be merged into the Corporation pursuant to Section
11.30 of the Business Corporation Act of 1983 of the State of Illinois (the
"BCA"), and the separate corporate existence of the Subsidiary will cease.
1.2 Effectiveness.
The Merger shall be effective at 3:00 p.m., Central Daylight Savings Time,
on the date that Articles of Merger providing for the Merger are filed with the
Secretary of State of the State of Illinois in accordance with the BCA (the
"Effective Time").
Article II
2.1 Articles of Incorporation.
At the Effective Time, the Articles of Incorporation of the Corporation as
in effect immediately prior to the Effective Time will be the Articles of
Incorporation of the Surviving Corporation, and thereafter may be amended in
accordance with their terms and as provided by law.
2.2 By-laws.
At the Effective Time, the By-laws of the Corporation as in effect
immediately prior to the Effective Time will be the By-laws of the Surviving
Corporation, and thereafter may be amended or repealed in accordance with their
terms.
2.3 Officers.
At the Effective Time, the officers of the Corporation immediately prior to
the Effective Time will be the officers of the Surviving Corporation and will
hold office from the Effective Time until their respective successors shall have
been duly elected or appointed and qualified in the manner provided in the
Articles of Incorporation and By-laws of the Surviving Corporation, or as
otherwise provided by law, or until their earlier death, resignation or removal.
2.4 Directors.
At the Effective Time, the directors of the Corporation immediately prior to
the Effective Time will be the directors of the Surviving Corporation and will
hold office from the Effective Time for the balance of the respective terms for
which they were previously elected as directors of the Corporation and until
their respective successors are duly elected or appointed and qualified in the
manner provided in the Articles of Incorporation and By-laws of the Surviving
Corporation, or as otherwise provided by law, or until their earlier death,
resignation or removal.
Article III
3.1 Conversion of Shares.
At the Effective Time, each issued and outstanding share of common stock,
par value $1.00 per share, of the Corporation will remain issued and outstanding
and will represent one fully-paid and non-assessable share of common stock, par
value $1.00 per share, of the Surviving Corporation, and each issued and
outstanding share of common stock, par value $0.10 per share, of the Subsidiary
will be cancelled and retired and no payment shall be made with respect thereto.
2
merger
5. Plan of consolidation was approved, as to each corporation not organized in
exchange
Illinois, in compliance with the laws of the state under which it is
organized, and (b) as to each Illinois corporation, as follows:
not applicable
(The following items are not applicable to mergers under (S) 11.30-90% owned
subsidiary provisions. See Article 7.)
(Only "X" one box for each corporation)
By the shareholders, a resolu-
tion of the board of directors
having been duly adopted and By written consent of the
submitted to a vote at a meet- shareholders having not less
ing of shareholders. Not less than the minimum number of
than the minimum number of votes required by statute and By written consent
votes required by statute and by the articles of incorpora- of ALL the share-
by the articles of incorporation tion. Shareholders who have holders entitled to
voted in favor of the action not consented in writing have vote on the action
taken. been given notice in accor- in accordance with
Name of Corporation ((S) 11.20) dance with (S) 7.10 ((S) 11.220) (S) 7.10 & (S) 11.20
- ------------------- -------------------------------- -------------------------------- --------------------
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- --------------------------------------------------------------------------------
6. (Not applicable if surviving, new or acquiring corporation is an Illinois
corporation)
It is agreed that, upon and after the issuance of a certificate of merger,
consolidation or exchange by the Secretary of State of the State of Illinois:
a. The surviving, new or acquiring corporation may be served with process in
the State of Illinois in any proceeding for the enforcement of any
obligation of any corporation organized under the laws of the State of
Illinois which is a party to the merger, consolidation or exchange and in
any proceeding for the enforcement of the rights of a dissenting
shareholder of any such corporation organized under the laws of the State
of Illinois against the surviving, new or acquiring corporation.
b. The Secretary of State of the State of Illinois shall be and hereby is
irrevocably appointed as the agent of the surviving, new or acquiring
corporation to accept service of process in any such proceedings, and
c. The surviving, new, or acquiring corporation will promptly pay to the
dissenting shareholders of any corporation organized under the laws of the
State of Illinois which is a party to the merger, consolidation or
exchange the amount, if any, to which they shall be entitled under the
provisions of "The Business Corporation Act of 1983" of the State of
Illinois with respect to the rights of dissenting shareholders.
- --------------------------------------------------------------------------------
7. (Complete this item if reporting a merger under (S)11.30-90% owned subsidiary
provisions.)
a. The number of outstanding shares of each class of each merging subsidiary
corporation and the number of such shares of each class owned immediately
prior to the adoption of the plan of merger by the parent corporation,
are:
Total Number of Shares Number of Shares of Each Class
Outstanding Owned Immediately Prior to
Name of Corporation of Each Class Merger by the Parent Corporation
Stationers Distributing 1,000 1,000
Company, Inc.
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
b. The date of mailing a copy of the plan of merger and notice of the
right to dissent to the shareholders of each merging subsidiary
corporation was , 19 .
not applicable
Was written consent for the merger or written waiver of the 30-day period
by the holders of all the outstanding shares of all subsidiary
corporations received? /_/ Yes /_/ No
(If the answer is "No", the duplicate copies of the Articles of Merger may
not be delivered to the Secretary of State until after 30 days following
the mailing of a copy of the plan of merger and of the notice of the right
to dissent to the shareholders of each merging subsidiary corporation.)
8. The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.
Dated June 24, 1992
attested by /s/ Otis H. Halleen
-----------------------------
(Signature of Secretary or
Assistant Secretary)
Otis H. Halleen, Secretary
-------------------------------
(Type or Print Name and Title)
Dated , 19
attested by
-----------------------------
(Signature of Secretary or
Assistant Secretary)
------------------------------
(Type or Print Name and Title)
Dated , 19
attested by
-----------------------------
(Signature of Secretary or
Assistant Secretary)
------------------------------
(Type or Print Name and Title)
United Stationers Supply Co.
- ----------------------------------------
(Exact Name of Corporation)
by /s/ Jeffrey K. Hewson
- ----------------------------------------
(Signature of President or Vice President)
Jeffrey K. Hewson, President
- ----------------------------------------
(Type or Print Name and Title)
- ----------------------------------------
(Exact Name of Corporation)
by
- ---------------------------------------
(Signature of President or Vice President)
- ----------------------------------------
(Type or Print Name and Title)
- ----------------------------------------
(Exact Name of Corporation)
by
- ----------------------------------------
(Signature of President or Vice President)
- ----------------------------------------
(Type or Print Name and Title)
File Number 1648-748-1
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
Whereas, ARTICLES OF MERGER OF
UNITED STATIONERS SUPPLY CO.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach thereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of
(SEAL) Springfield, this 24th day of June A.D. 1992 and of the
Independence of the United States the two hundred and 16th
/s/ George H. Ryan
----------------------------------------
SECRETARY OF STATE
ARTICLES OF MERGER
CONSOLIDATION OR EXCHANGE
Form BCA-11.25
(Rev. Jan. 1991) File # D1648-748-1
George H. Ryan
Secretary of State SUBMIT IN DUPLICATE
Department of Business Services
Springfield, IL 62756 This space for use by
Telephone (217) 782-6961 Secretary of State
DO NOT SEND CASH! Date 6/24/92
Remit payment in check or money
order, payable to "Secretary of State." Filing Fee $100.00
Filing Fee is $100, but if merger or con-
solidation of more than 2 corporations, Approved: X
$50 for each additional corporation.
FILED
JUNE 24, 1992
GEORGE H. RYAN
SECRETARY OF STATE
PAID
JUNE 23, 1992
- --------------------------------------------------------------------------------
1. Names of the corporations proposing to merge, and the state or country of
their incorporation:
Name of Corporation State or Country of Incorporation
United Stationers Supply Co. 1648-748-1 Illinois
SDC Distributing Corp. NR Delaware
- ----------------------------------------- ---------------------------------
- ----------------------------------------- ---------------------------------
- --------------------------------------------------------------------------------
2. The laws of the state or country under which each corporation is
incorporated permit such merger, consolidation or exchange.
- --------------------------------------------------------------------------------
3. (a) Name of the surviving corporation: United Stationers Supply Co.
(b) it shall be governed by the laws of: Illinois
- --------------------------------------------------------------------------------
4. Plan of merger is as follows:
If not sufficient space to cover this point,
add one or more sheets of this size.
SEE ATTACHED EXHIBIT A
EXPEDITED
JUNE 24, 1992
SECRETARY OF STATE
Exhibit A
SUMMARY PLAN OF MERGER
The plan of merger for the merger (the "Merger") of SDC Distributing Corp.,
a Delaware corporation ("SDC"), with and into United Stationers Supply Co., an
Illinois corporation (the "Corporation" or, in its capacity as the surviving
corporation of the Merger, the "Surviving Corporation") as set forth in an
Agreement and Plan of Merger dated as of June 24, 1992 (the "Plan of Merger")
among United Stationers Inc., a Delaware corporation, the Corporation and SDC.
The following is a summary of the Plan of Merger.
Article I
1.1 The Merger.
SDC shall be merged into the Corporation pursuant to Section 11.25 of the
Business Corporation Act of 1983 of the State of Illinois (the "BCA"), and the
separate corporate existence of SDC will cease.
2.2 Effectiveness.
The Merger shall be effective at 10:00 a.m., Central Daylight Savings Time,
on the date the Articles of Merger providing for the Merger are filed with the
Secretary of State of the State of Illinois in accordance with the BCA
("Effective Time").
Article II
2.1 Articles of Incorporation.
At the Effective Time, the Articles of Incorporation of the Corporation as
in effect immediately prior to the Effective Time will be the Articles of
Incorporation of the Surviving Corporation, and thereafter may be amended in
accordance with their terms and as provided by law.
2.2 By-laws.
At the Effective Time, the By-laws of the Corporation as in effect
immediately prior to the Effective Time will be the By-laws of the Surviving
Corporation, and thereafter may be amended or repealed in accordance with their
terms.
2.3 Officers.
At the Effective Time, the officers of the Corporation immediately prior to
the Effective Time will be the officers of the Surviving Corporation and will
hold office from the Effective Time until their successors shall have been duly
elected or appointed and qualified in the manner provided in the Articles of
Incorporation and By-laws of the Surviving
Corporation, or as otherwise provided by law, or until their earlier death,
resignation or removal.
2.4 Directors.
At the Effective Time, the directors of the Corporation immediately prior to
the Effective Time will be the directors of the Surviving Corporation and will
hold office from the Effective Time for the balance of the respective terms for
which they were previously elected as directors of the Corporation and until
their respective successors are duly elected or appointed and qualified in the
manner provided in the Articles of Incorporation and By-laws of the Surviving
Corporation, or as otherwise provided by law, or until their earlier death,
resignation or removal.
Article III
3.1 Conversion of Shares.
1. At the Effective Time, each issued and outstanding share of common stock,
$0.10 par value per share, of SDC ("SDC Common") will be converted into the
right to receive:
(a) for each share of SDC Common held by a stockholder of SDC who has
irrevocably elected to receive cash in exchange for his shares of SDC
Common: $11.636364 per share in cash (the "Cash Stockholder Per Share
Amount"); or
(b) for each share of SDC Common held by a stockholder of SDC (a
"Continuing Stockholder") who has irrevocably elected to receive
consideration (the "Combined Consideration") consisting of a combination of
cash and shares of common stock, $0.10 par value per share ("Parent
Common"), of United Stationers Inc., a Delaware corporation and the sole
shareholder of the Corporation ("Parent") in exchange for their shares of
SDC Common:
(i) .549451 of a share of Parent Common:
(ii) $2.818729 in cash; and
(iii) .109890 of a share of Parent Common and $0.031868 in cash to
be deposited into an escrow fund.
In lieu of any fractional shares of Parent Common to be issued directly
to a Continuing Stockholder in the Merger, such Continuing Stockholder will
receive cash in an amount equal to the fractional share multiplied by
$13.333333.
(c) Upon consummation of the Merger, each share of SDC Common will be
cancelled and retired and will cease to exist, and such holder of SDC Common
will thereafter cease to have any rights with respect to such share of SDC
Common, except
2
the right to receive either the Cash Stockholder Per Share Amount or the
Combined Consideration, as the case may be.
2. All issued and outstanding shares of capital stock of the Corporation
will remain issued and outstanding and will represent one fully-paid and
non-assessable share of common stock par value $1.00 per share, of the Surviving
Corporation.
3
5. Plan of merger was approved, as to each corporation not organized in
Illinois, in compliance with the laws of the state under which it is
organized, and (b) as to each Illinois corporation, as follows:
(The following items are not applicable to mergers under (S)11.30-90% owned
subsidiary provisions. See Article 7.)
(Only "X" one box for each corporation)
By the shareholders, a resolu-
tion of the board of directors
having been duly adopted and By written consent of the
submitted to a vote at a meet- shareholders having not less
ing of shareholders. Not less than the minimum number of
than the minimum number of votes required by statute and By written consent
votes required by statute and by the articles of incorpora- of ALL the share-
by the articles of incorporation tion. Shareholders who have holders entitled to
voted in favor of the action not consented in writing have vote on the action
taken. been given notice in accor- in accordance with
Name of Corporation ((S) 11.20) dance with (S) 7.10 ((S) 11.220) (S) 7.10 & (S) 11.20
- ------------------- -------------------------------- ------------------------------- --------------------
United Stationers Supply Co. /_/ /_/ /X/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- --------------------------------------------------------------------------------
6. (Not applicable if surviving, new or acquiring corporation is an Illinois
corporation)
It is agreed that, upon and after the issuance of a certificate of merger,
consolidation or exchange by the Secretary of State of the State of Illinois:
a. The surviving, new or acquiring corporation may be served with process in
the State of Illinois in any proceeding for the enforcement of any
obligation of any corporation organized under the laws of the State of
Illinois which is a party to the merger, consolidation or exchange and in
any proceeding for the enforcement of the rights of a dissenting
shareholder of any such corporation organized under the laws of the State
of Illinois against the surviving, new or acquiring corporation.
b. The Secretary of State of the State of Illinois shall be and hereby is
irrevocably appointed as the agent of the surviving, new or acquiring
corporation to accept service of process in any such proceedings, and
c. The surviving, new, or acquiring corporation will promptly pay to the
dissenting shareholders of any corporation organized under the laws of the
State of Illinois which is a party to the merger, consolidation or
exchange the amount, if any, to which they shall be entitled under the
provisions of "The Business Corporation Act of 1983" of the State of
Illinois with respect to the rights of dissenting shareholders.
- --------------------------------------------------------------------------------
7. (Complete this item if reporting a merger under (S)11.30-90% owned subsidiary
provisions.)
n/a
a. The number of outstanding shares of each class of each merging subsidiary
corporation and the number of such shares of each class owned immediately
prior to the adoption of the plan of merger by the parent corporation,
are:
Total Number of Shares Number of Shares of Each Class
Outstanding Owned Immediately Prior to
Name of Corporation of Each Class Merger by the Parent Corporation
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
b. The date of mailing a copy of the plan of merger and notice of the
right to dissent to the shareholders of each merging subsidiary
corporation was , 19 .
Was written consent for the merger or written waiver of the 30-day period
by the holders of all the outstanding shares of all subsidiary
corporations received? /_/ Yes /_/ No
(If the answer is "No", the duplicate copies of the Articles of Merger may
not be delivered to the Secretary of State until after 30 days following
the mailing of a copy of the plan of merger and of the notice of the right
to dissent to the shareholders of each merging subsidiary corporation.)
8. The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated June 24, 1992
attested by /s/ Otis H. Halleen
-----------------------------
(Signature of Secretary or
Assistant Secretary)
Otis H. Halleen, Secretary
-------------------------------
(Type or Print Name and Title)
Dated June 24, 1992
attested by /s/ B. Neal Perkey
-----------------------------
(Signature of Secretary or
Assistant Secretary)
B. Neal Perkey, Asst. Secretary
------------------------------
(Type or Print Name and Title)
Dated , 19
attested by
-----------------------------
(Signature of Secretary or
Assistant Secretary)
------------------------------
(Type or Print Name and Title)
United Stationers Supply Co.
- ----------------------------------------
(Exact Name of Corporation)
by /s/ Jeffrey K. Hewson
- ----------------------------------------
(Signature of President or Vice President)
Jeffrey K. Hewson, President
- ----------------------------------------
(Type or Print Name and Title)
SDC Distributing Corp.
- ----------------------------------------
(Exact Name of Corporation)
by /s/ Richard A. Baker
- ----------------------------------------
(Signature of President or Vice President)
Richard A. Baker, President
- ----------------------------------------
(Type or Print Name and Title)
- ----------------------------------------
(Exact Name of Corporation)
by
- ----------------------------------------
(Signature of President or Vice President)
- ----------------------------------------
(Type or Print Name and Title)
File Number 1648-748-1
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
Whereas, ARTICLES OF MERGER OF
UNITED STATIONERS SUPPLY CO.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of
(SEAL) Springfield, this 23rd day of MARCH A.D. 1995 and of the
Independence of the United States the two hundred and 19th.
/s/ George H. Ryan
----------------------------------------
Secretary of State
ARTICLES OF MERGER
CONSOLIDATION OR EXCHANGE
Form BCA-11.25
(Rev. Jan. 1991) File # 1648-748-1
George H. Ryan
Secretary of State SUBMIT IN DUPLICATE
Department of Business Services
Springfield, IL 62756 This space for use by
Telephone (217) 782-6961 Secretary of State
DO NOT SEND CASH! Date 3/23/95
Remit payment in check or money
order, payable to "Secretary of State." Filing Fee $100.00
Filing Fee is $100, but if merger or con-
solidation of more than 2 corporations, Approved: X
$50 for each additional corporation.
FILED
MARCH 23, 1995
GEORGE H. RYAN
SECRETARY OF STATE
PAID
MARCH 27, 1995
- --------------------------------------------------------------------------------
1. Names of the corporations proposing to merge, and the state or country of
their incorporation:
Name of Corporation State or Country of Incorporation
UNITED STATIONERS SUPPLY CO. Illinois 1648-748-1
MICROUNITED INC. Delaware 5356-555-7
- ----------------------------------------- ---------------------------------
- ----------------------------------------- ---------------------------------
- --------------------------------------------------------------------------------
2. The laws of the state or country under which each corporation is
incorporated permit such merger, consolidation or exchange.
- --------------------------------------------------------------------------------
3. (a) Name of the surviving corporation: UNITED STATIONERS SUPPLY CO.
(b) it shall be governed by the laws of: ILLINOIS
- --------------------------------------------------------------------------------
4. Plan of merger is as follows:
If not sufficient space to cover this point,
add one or more sheets of this size.
See attached Exhibit A
EXPEDITED
MARCH 23, 1995
SECRETARY OF STATE
EXPEDITED
AUGUST 31, 1994
SECRETARY OF STATE
PLAN AND AGREEMENT OF MERGER
THIS AGREEMENT dated as of August 31, 1994 by and between: MICROUNITED INC., a
Delaware corporation ("MU"), and UNITED STATIONERS SUPPLY CO., an Illinois
corporation ("USSCo.") (Said corporations are hereinafter sometimes called
("Constituent Corporations"), and UNITED STATIONERS INC., a Delaware corporation
("Parent").
A. MU is a corporation organized and existing under the laws of the State
of Delaware. The authorized capital stock of MU consists of 1,000
shares of common stock, $1.00 par value per share, all of which shares
are issued and outstanding.
B. USSCo. is a corporation organized and existing under the laws of the
State of Illinois. The authorized capital stock of USSCo. consists of
890,000 shares of common stock, $1.00 par value per share, 880,000 of
which shares are issued and outstanding.
C. All of the issued and outstanding shares of both Constituent
Corporations are held by Parent.
D. Parent desires to provide for the merger of MU into USSCo. by a
statutory merger of the parties intended to qualify as a tax-free
reorganization under Section 368(a)(1) of the Internal Revenue Code of
1986 as amended.
E. Parent, as the sole shareholder of each of the Constituent Corporations
waives the 30-day period for notice as specified in Section 11.30(b) of
the Illinois Business Corporation Act of 1983 ("BCA").
THEREFORE, the parties agree to the following terms and conditions of merger and
the mode of carrying it into effect:
1. Merger. Pursuant to Section 11.30 of the BCA and in accordance with this
Agreement, MU shall be merged into USSCo., which shall be the surviving
corporation, and the separate existence of MU shall cease upon the effectiveness
of its merger with and into USSCo.
2. Effectiveness. The merger shall be effective at 5:00 p.m. Central
Daylight Savings Time, on the date the Articles of Merger are filed with the
Secretary of State of the State of Illinois in accordance with the BCA. Upon the
merger becoming effective, USSCo. shall possess all the rights and privileges,
powers and franchises, and be subject to all the restrictions, disabilities and
duties of the Constituent Corporations; and all property, real, personal and
mixed and all debts due to either of the Constituent Corporations on whatever
account and all other things in action or belonging to either of the Constituent
Corporations shall be vested in USSCo., and all and every other interest shall
be thereafter as effectively the property of USSCo. as they were of the
respective Constituent Corporations, and the title to any real estate vested by
deed or otherwise in either of the Constituent Corporations shall not revert or
be in any way impaired by reason of the merger, but all rights of creditors and
all liens upon any property of either of the Constituent Corporations shall be
preserved unimpaired, and all debts, liabilities, obligations and duties of the
respective Constituent Corporations shall attach to USSCo., and may be entered
against it to the same extent as if the debts, liabilities, obligations and
duties had been contracted by it.
3. Name. The name of the surviving corporation shall continue to be United
Stationers Supply Co.
4. Articles of Incorporation and By-Laws. The Articles of Incorporation and
By-Laws of USSCo. in effect on the effective date of the merger shall be the
Articles of Incorporation and By-Laws of the surviving corporation.
5. Office and Registered Agent. The principal office, the registered office
and the registered agent of USSCo. on the effective date of the merger shall
remain the same.
2
6. Officers and Directors. The persons who are officers and/or directors of
USSCo. on the effective date of the merger shall continue to be the respective
directors and officers of the surviving corporation until the next annual
meeting of the shareholder and directors of USSCo. and until their successors
are elected and qualified.
IN WITNESS WHEREOF, the parties, pursuant to the authority duly given by
resolutions adopted by their respective Boards of Directors, have caused this
Agreement to be duly executed as of the date shown above.
UNITED STATIONERS INC.
A Delaware corporation
ATTEST:
/s/ Otis H. Halleen By: /s/ Joel D. Spungin
- ---------------------------------- ------------------------------------------
Secretary Joel D. Spungin, Chairman of the Board
and Chief Executive Officer
(SEAL)
MICROUNITED INC.
A Delaware corporation
ATTEST:
/s/ Otis H. Halleen By: /s/ Allen B. Kravis
- ---------------------------------- ------------------------------------------
Secretary Allen B. Kravis, Sr. Vice President
(SEAL)
UNITED STATIONERS SUPPLY CO.
ATTEST: an Illinois corporation
/s/ Otis H. Halleen By: /s/ Allen B. Kravis
- ---------------------------------- ------------------------------------------
Secretary Allen B. Kravis, Sr. Vice President
(SEAL)
3
5. Plan of merger was approved, as to each corporation not organized in
Illinois, in compliance with the laws of the state under which it is
organized, and (b) as to each Illinois corporation, as follows:
Not Applicable
(The following items are not applicable to mergers under (S) 11.30-90% owned
subsidiary provisions. See Article 7.)
(Only "X" one box for each corporation)
By the shareholders, a resolu-
tion of the board of directors
having been duly adopted and By written consent of the
submitted to a vote at a meet- shareholders having not less
ing of shareholders. Not less than the minimum number of
than the minimum number of votes required by statute and By written consent
votes required by statute and by the articles of incorpora- of ALL the share-
by the articles of incorporation tion. Shareholders who have holders entitled to
voted in favor of the action not consented in writing have vote on the action
taken. been given notice in accor- in accordance with
Name of Corporation ((S) 11.20) dance with (S) 7.10 ((S) 11.220) (S) 7.10 & (S) 11.20
- ------------------- -------------------------------- -------------------------------- --------------------
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- --------------------------------------------------------------------------------
6. (Not applicable if surviving, new or acquiring corporation is an Illinois
corporation)
It is agreed that, upon and after the issuance of a certificate of merger,
consolidation or exchange by the Secretary of State of the State of Illinois:
a. The surviving, new or acquiring corporation may be served with process in
the State of Illinois in any proceeding for the enforcement of any
obligation of any corporation organized under the laws of the State of
Illinois which is a party to the merger, consolidation or exchange and in
any proceeding for the enforcement of the rights of a dissenting
shareholder of any such corporation organized under the laws of the State
of Illinois against the surviving, new or acquiring corporation.
b. The Secretary of State of the State of Illinois shall be and hereby is
irrevocably appointed as the agent of the surviving, new or acquiring
corporation to accept service of process in any such proceedings, and
c. The surviving, new, or acquiring corporation will promptly pay to the
dissenting shareholders of any corporation organized under the laws of the
State of Illinois which is a party to the merger, consolidation or
exchange the amount, if any, to which they shall be entitled under the
provisions of "The Business Corporation Act of 1983" of the State of
Illinois with respect to the rights of dissenting shareholders.
- --------------------------------------------------------------------------------
7. (Complete this item if reporting a merger under (S)11.30-90% owned subsidiary
provisions.)
a. The number of outstanding shares of each class of each merging subsidiary
corporation and the number of such shares of each class owned immediately
prior to the adoption of the plan of merger by the parent corporation,
are:
Total Number of Shares Number of Shares of Each Class
Outstanding Owned Immediately Prior to
Name of Corporation of Each Class Merger by the Parent Corporation
MicroUnited Inc. 1,000 1,000
United Stationers Supply Co. 880,000 880,000
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
b. The date of mailing a copy of the plan of merger and notice of the
right to dissent to the shareholders of each merging subsidiary
corporation was , 19 .
Not Applicable
Was written consent for the merger or written waiver of the 30-day period
by the holders of all the outstanding shares of all subsidiary
corporations received? /_/ Yes /_/ No
(If the answer is "No", the duplicate copies of the Articles of Merger may
not be delivered to the Secretary of State until after 30 days following
the mailing of a copy of the plan of merger and of the notice of the right
to dissent to the shareholders of each merging subsidiary corporation.)
8. The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.
Dated August 31, 1992
attested by /s/ Otis H. Halleen
-----------------------------
(Signature of Secretary or
Assistant Secretary)
Otis H. Halleen, Secretary
-------------------------------
(Type or Print Name and Title)
Dated , 19
attested by
-----------------------------
(Signature of Secretary or
Assistant Secretary)
------------------------------
(Type or Print Name and Title)
Dated , 19
attested by
-----------------------------
(Signature of Secretary or
Assistant Secretary)
------------------------------
(Type or Print Name and Title)
UNITED STATIONERS INC.
- ----------------------------------------
(Exact Name of Corporation)
by /s/ Allen B. Kravis
- ----------------------------------------
(Signature of President or Vice President)
Allen B. Kravis, Sr. Vice President
- ----------------------------------------
(Type or Print Name and Title)
- ----------------------------------------
(Exact Name of Corporation)
by
- ---------------------------------------
(Signature of President or Vice President)
- ----------------------------------------
(Type or Print Name and Title)
- ----------------------------------------
(Exact Name of Corporation)
by
- ----------------------------------------
(Signature of President or Vice President)
- ----------------------------------------
(Type or Print Name and Title)
File Number 1648-748-1
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
Whereas, ARTICLES OF MERGER OF
UNITED STATIONERS SUPPLY CO.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.
In Testimony Whereof, I hereto set my hand and cause to be affixed the
Great Seal of the State of Illinois, at the City of
(SEAL) Springfield, this 30th day of MARCH A.D. 1995 and of the
Independence of the United States the two hundred and 19th.
/s/ George H. Ryan
----------------------------------------
Secretary of State
ARTICLES OF MERGER
CONSOLIDATION OR EXCHANGE
Form BCA-11.25
(Rev. Jan. 1995) File # 1648-748-1
George H. Ryan
Secretary of State SUBMIT IN DUPLICATE
Department of Business Services
Springfield, IL 62756 This space for use by
Telephone (217) 782-6961 Secretary of State
DO NOT SEND CASH! Date 3/30/95
Remit payment in check or money
order, payable to "Secretary of State." Filing Fee $100.00
Filing Fee is $100, but if merger or
consolidation of more than 2 corpo- Approved: X
rations, $50 for each additional cor-
poration.
FILED
MARCH 30, 1995
GEORGE H. RYAN
SECRETARY OF STATE
PAID
MARCH 30, 1995
- --------------------------------------------------------------------------------
1. Names of the corporations proposing to merge, and the state or country of
their incorporation:
Name of Corporation State or Country Corporation File No.
Of Incorporation
UNITED STATIONERS SUPPLY CO. Illinois 1648-748-1
ASSOCIATED STATIONERS, INC. Delaware 5662-169-5
- ----------------------------- ----------------- -------------------
- ----------------------------- ----------------- -------------------
- --------------------------------------------------------------------------------
2. The laws of the state or country under which each corporation is
incorporated permit such merger, consolidation or exchange.
- --------------------------------------------------------------------------------
3. (a) Name of the surviving corporation: UNITED STATIONERS SUPPLY CO.
(b) it shall be governed by the laws of: Illinois
- --------------------------------------------------------------------------------
4. Plan of merger is as follows: See Exhibit A, attached hereto.
If not sufficient space to cover this point,
add one or more sheets of this size.
EXPEDITED
MARCH 30, 1995
SECRETARY OF STATE
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger, dated as of March 30, 1995, is made
and entered into between Associated Stationers, Inc., a Delaware corporation
("ASI"), and United Stationers Supply Co., an Illinois corporation (USSC").
1. Parties to the Merger; Effective Date. Pursuant to the provisions of this
Agreement and Plan of Merger, the General Corporation Law of the State of
Delaware (the "DGCL") and the Business Corporation Act of the State of Illinois
(the "IBCA"), ASI shall be merged with and into USSC (the "Merger"). USSC, which
shall be the surviving corporation, is hereinafter sometimes referred to as the
"Surviving Corporation." The Merger shall become effective upon the filing of
properly executed articles of merger (the "Articles of Merger") in the office of
the Secretary of State. As used in this Agreement and Plan of Merger, the term
"Effective Date" shall mean the date and time at which a certificate of merger
has been issued by the Secretary of State of the State of Illinois.
2. Capitalization of Constituent Corporations. (a) The authorized capital
stock of ASI is 3,000 shares of common stock, $0.01 par value ("ASI Common
Stock"), of which 1,000 shares are validly issued and outstanding, fully paid,
non-assessable and owned by United Stationers Inc., a Delaware corporation
("USI").
(b) The authorized capital stock of USSC is 890,000 shares of common
stock, $1.00 par value ("USSC Common Stock"), of which 880,000 shares are
validly issued and outstanding, fully paid, non-assessable, and owned by USI.
3. Effect of the Merger. (a) From and after the Effective Date (i) the
Articles of Incorporation and Bylaws of USSC in effect immediately prior to the
Effective Date shall continue to be its Articles of Incorporation and Bylaws
until amended or repealed in a manner provided by law; (ii) each of the officers
and directors of USSC in office immediately prior to the Effective Date shall
remain its officers and directors until their respective successors are duly
elected or appointed; and (iii) USI, as the former holder of the shares of USSC
Common Stock and ASI Common Stock, shall only be entitled to the rights provided
in this Agreement and Plan of Merger or to its dissenters' rights provided by
the IBCA or the DGCL.
4. Conversion of Securities. (a) Each authorized or issued and outstanding
share of USSC Common Stock shall not in any way be affected by the Merger.
(b) All shares of ASI Common Stock outstanding on the Effective Date
shall be cancelled and cease to be outstanding, without any payment being made
in respect thereof.
5. Transfer of Certificates. After the Effective Date there shall be no
transfers on the stock transfer books of ASI of the shares of ASI Common Stock
which were issued and outstanding immediately prior to the Effective Date.
6. Amendment and Termination. The Boards of Directors of USSC and ASI may
amend this Agreement and Plan of Merger at any time prior to the Effective Date.
An amendment made subsequent to the submission of the plan to the shareholder of
either party to the Merger shall not (i) alter or change the amount or kind of
securities or cash which the shareholders of ASI will have the right to receive
in the Merger or (ii) alter or change any of the terms or conditions of the plan
if such alteration or effect would adversely affect the shares of any class or
series of either USSC or ASI.
The Boards of Directors of USSC and ASI may terminate and abandon this
Agreement and Plan of Merger at any time prior to the Effective Date, subject to
any contractual rights, without further shareholder action, in such manner as
shall be agreed upon by USSC and ASI.
7. Counterparts. This Agreement and Plan of Merger may be executed in or
more counterparts, each of which shall be deemed to be an original, but which
together shall constitute a single agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Plan
of Merger to be executed and attested by the duly authorized officers as of the
date first written above.
ASSOCIATED STATIONERS, INC.
By: /s/ Thomas W. Sturgess
-----------------------------------
Thomas W. Sturgess
Chairman of the Board
ATTEST:
/s/ Gary G. Miller
- -----------------------------------
Gary G. Miller
Secretary
3
UNITED STATIONERS SUPPLY CO.
By: /s/ Thomas W. Sturgess
-----------------------------------
Thomas W. Sturgess
Chairman of the Board
ATTEST:
/s/ Gary G. Miller
- ------------------------------------
Gary G. Miller
Secretary
4
merger
5. Plan of consolidation was approved, as to each corporation not organized in
exchange
Illinois, in compliance with the laws of the state under which it is
organized, and (b) as to each Illinois corporation, as follows:
(The following items are not applicable to mergers under (S) 11.30-90% owned
subsidiary provisions. See Article 7.)
(Only "X" one box for each corporation)
By the shareholders, a reso-
lution of the board of direc-
tors having been duly By written consent of the
adopted and submitted to a shareholders having not less
vote at a meeting of share- than the minimum number of
holders. Not less than the votes required by statute and By written consent
minimum number of votes by the articles of incorpora- of ALL the share-
required by statute and by tion. Shareholders who have holders entitled to
the articles of incorporation not consented in writing have vote on the action
voted in favor of the action been given notice in accor- in accordance with
Name of Corporation taken. ((S) 11.20) dance with (S) 7.10 ((S) 11.220) (S) 7.10 & (S) 11.20
- ------------------- -------------------------------- -------------------------------- --------------------
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- -------------------------- /_/ /_/ /_/
- --------------------------------------------------------------------------------
6. (Not applicable if surviving, new or acquiring corporation is an Illinois
corporation)
It is agreed that, upon and after the issuance of a certificate of merger,
consolidation or exchange by the Secretary of State of the State of Illinois:
a. The surviving, new or acquiring corporation may be served with process in
the State of Illinois in any proceeding for the enforcement of any
obligation of any corporation organized under the laws of the State of
Illinois which is a party to the merger, consolidation or exchange and in
any proceeding for the enforcement of the rights of a dissenting
shareholder of any such corporation organized under the laws of the State
of Illinois against the surviving, new or acquiring corporation.
b. The Secretary of State of the State of Illinois shall be and hereby is
irrevocably appointed as the agent of the surviving, new or acquiring
corporation to accept service of process in any such proceedings, and
c. The surviving, new, or acquiring corporation will promptly pay to the
dissenting shareholders of any corporation organized under the laws of the
State of Illinois which is a party to the merger, consolidation or
exchange the amount, if any, to which they shall be entitled under the
provisions of "The Business Corporation Act of 1983" of the State of
Illinois with respect to the rights of dissenting shareholders.
- --------------------------------------------------------------------------------
7. (Complete this item if reporting a merger under (S)11.30-90% owned subsidiary
provisions.)
a. The number of outstanding shares of each class of each merging subsidiary
corporation and the number of such shares of each class owned immediately
prior to the adoption of the plan of merger by the parent corporation,
are:
Total Number of Shares Number of Shares of Each Class
Outstanding Owned Immediately Prior to
Name of Corporation of Each Class Merger by the Parent Corporation
Associated Stationers, Inc. 1,000 1,000
United Stationers Supply Co. 880,000 880,000
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
- ------------------------------ ----------------------------- ----------------------------------
b. (Not applicable to 100% owned subsidiaries)
The date of mailing a copy of the plan of merger and notice of the
right to dissent to the shareholders of each merging subsidiary
corporation was , 19 .
Was written consent for the merger or written waiver of the 30-day period
by the holders of all the outstanding shares of all subsidiary
corporations received? /_/ Yes /_/ No
(If the answer is "No", the duplicate copies of the Articles of Merger may
not be delivered to the Secretary of State until after 30 days following
the mailing of a copy of the plan of merger and of the notice of the right
to dissent to the shareholders of each merging subsidiary corporation.)
8. The undersigned corporation have caused these articles to be signed by their
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true. (All signatures must be in BLACK INK.)
Dated March 30, 1995
attested by /s/ Daniel H. Bushell
-----------------------------
(Signature of Secretary or
Assistant Secretary)
Daniel H. Bushell, Assistant Secretary
--------------------------------------
(Type or Print Name and Title)
Dated March 30, 1995
attested by /s/ Daniel H. Bushell
-----------------------------
(Signature of Secretary or
Assistant Secretary)
Daniel H. Bushell, Assistant Secretary
--------------------------------------
(Type or Print Name and Title)
Dated , 19
attested by
-----------------------------
(Signature of Secretary or
Assistant Secretary)
------------------------------
(Type or Print Name and Title)
United Stationers Supply Co.
- ----------------------------------------
(Exact Name of Corporation)
by /s/ Thomas W. Sturgess
- ----------------------------------------
(Signature of President or Vice President)
Thomas W. Sturgess, Chairman
- ----------------------------------------
(Type or Print Name and Title)
Associated Stationers, Inc.
- ----------------------------------------
(Exact Name of Corporation)
by /s/ Thomas W. Sturgess
- ----------------------------------------
(Signature of President or Vice President)
Thomas W. Sturgess, Chairman
- ----------------------------------------
(Type or Print Name and Title)
- ----------------------------------------
(Exact Name of Corporation)
by
- ----------------------------------------
(Signature of President or Vice President)
- ----------------------------------------
(Type or Print Name and Title)
Form BCA (12 or 110)
1648-748-1 Date 10/14/??
Filing Fee $5.00
Clerk AG
CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE BY
A FOREIGN OR DOMESTIC CORPORATION OF ILLINOIS
STATE OF ILLINOIS )
) ss.
COOK COUNTY )
TO Michael J. Howlett
Secretary of State,
Springfield, Illinois
The undersigned corporation, organized and existing under the laws of the
State of Illinois for the purpose of changing its registered agent and its
registered office, or both, in Illinois as provided by "The Business Corporation
Act," of Illinois represents that:
1. The name of the corporation is UNITED STATIONERS SUPPLY CO.
2. The address, including street and number, if any, or its present registered
office (before change) is 1701 South First Avenue, Maywood, Illinois 60153
3. Its registered office (including street and number if any change in the
registered office is to be made) is hereby changed to c/o C T Corporation
System, 208 S. LaSalle Street, in the City of CHICAGO (60604) County of
COOK.
4. The name of its present registered agent (before change) is Harry Hecktman.
5. The name of the new registered agent is C T CORPORATION SYSTEM
6. The address of its registered office and the address of the business office
of its registered agent, as changed, will be identical.
7. Such change was authorized by resolution duly authorized by the board of
directors.
(OVER)
(ILL. - 215 - 6/27/73)
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its Vice President, attested by its Secretary, this 3rd
day of October, A.D. 1980.
UNITED STATIONERS SUPPLY CO.
---------------------------------------
(Exact Corporate Title)
By /s/ M. Gardner
---------------------------------------
Vice President
Place
(Corporate Seal)
Here
Attest:
Jerold A. Hecktman
- --------------------------
Secretary
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I, George Chrismer, a Notary Public, do hereby certify that on the 3rd day of
October, A.D. 1980, personally appeared before me Marshall Gardner who declares
he is Vice President of the corporation, executing the foregoing document, and
being duly sworn, acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
Place /s/ George K. Chrismer
(Notarial Seal) -----------------------------------
Here Notary Public
STATE OF ILLINOIS
MY COMMISSION EXPIRES DEC. 7, 1980
PAID
OCT. 14, 1980
FORM BCA (12 OR 110)
Box D 1648 File 748-1
===============================================================================
CHANGE OF REGISTERED AGENT
AND OFFICE OF
United Stationers Supply Co.
Filing Fee $1.00
NOTICE
This certificate must be filed in duplicate. The corporation cannot act as its
own registered agent.
The registered office may be, but need not be, the same as the place of
business of the corporation, but the registered office and the address of the
registered agent must be the same.
Any subsequent change in the registered office or agent must be reported
immediately to the Secretary of State on blanks furnished for that purpose.
FILED
OCT. 11, 1980
Alan J. Dixon
Secretary of State
================================================================================
STATE OF ILLINOIS
Office of the Secretary of State
I hereby certify that this is a true and correct copy, consisting of Eighty-
One pages, as taken from the original on file in this office.
/s/ George H. Ryan
(SEAL) -------------------------------
GEORGE H. RYAN
SECRETARY OF STATE
DATED: April 25, 1995
By: /s/ James P. Presley, Jr.
-------------------------------
EXPEDITED
SECRETARY OF STATE
APR 25 1995
EXP. FEES 25.00
COPY-CERT. 45.00