Exhibit 3.15
CERTIFICATE OF INCORPORATION
OF
DIXIE FURNITURE COMPANY, INCORPORTED
This is to certify, That we, the undersigned, do hereby associate ourselves
into a corporation under and by virtue of the laws of the State of North
Carolina, as contained in Chapter 22 of the Consolidated Statutes, entitled
"Corporations," and the several amendments thereto, and do severally agree to
take the number of shares of capital stock in the said corporation set opposite
our respective names, and to that end do hereby set forth:
1. The name of this corporation is DIXIE FURNITURE COMPANY, INCORPORATED
2. The location of the principal office of the corporation in this State is
at Lexington, in the County of Davidson; but it may have one or more branch
offices and places of business out of the State of North Carolina, as well as in
said State.
3. The objects for which this corporation is formed are as follows:
manufacturing, buying and selling furniture, lumber, machinery, saw mills,
planing mills and everything of whatever kind that is made of wood, lumber or
other building material
And in order properly to prosecute the objects and purposes above set
forth, the corporation shall have full power and authority to purchase, lease
and otherwise acquire, hold, mortgage, Convey and otherwise dispose of all kinds
of property, both real and personal, both in this State and in all other
States, Territories and dependencies of the United States; to purchase the
business, good-will and all other property of any individual, firm or
corporation as a going concern, and to assume all its debts, contracts and
obligations, provided said business is authorized by the powers contained
herein; to construct, equip and maintain buildings, works, factories and plants;
to install, maintain and operate all kinds of machinery and appliances; to
operate same by hand, steam, water, electric or other motive power, and
generally to perform all acts which may be deemed necessary or expedient for the
proper and successful prosecution of the objects and purposes for which the
corporation is created.
4. The total authorizes capital stock of this corporation is 2500 shares,
no par value.
5. The names and postoffice addresses of the subscribers for stock, and the
number of shares subscribed for by each, the aggregate of which being the amount
of capital stock with which the company will commence business, are as follows:
NAME POSTOFFICE ADDRESS NO. OF SHARES
J.R. McCrary Lexington, N.C. 215
T.E. McCrary " " 130
J.V. Moffitt " " 66
E.B. Craven " " 24
H.T. Link " " 1618
----
2053
6. The period of existence of this corporation is unlimited.
7. The board of directors of this corporation shall have power, by vote of
a majority of all the directors, and without the assent or vote of the
stockholders, to make, alter, amend and rescind the bylaws of this corporation.
In Testimony Whereof, We have hereunto set out hands and affixed our seals,
this the 28th day of September, A.D. 1936.
/s/ J.R. McCrary (Seal)
----------------------
/s/ T.E. McCrary (Seal)
----------------------
/s/ J.V. Moffitt (Seal)
----------------------
/s/ E.B. Craven (Seal)
----------------------
/s H.T. Link (Seal)
----------------------
(Seal)
----------------------
(Seal)
----------------------
(Seal)
----------------------
(Seal)
----------------------
STATE OF North Carolina )
) ss.
COUNTY OF Davidson )
This is to Certify, That on this 28th day September, A.D. 1936, before me,
a Notary Public, personally appeared
J.R. McCray
T.E. McCray
J.V. Moffitt
E.B. Craven
H.T. Link
who, I am satisfied, are the persons named in and who executed the foregoing
certificate of incorporation of Dixie Furniture Company, Incorporated, and I
having first made known to them the contents thereof, they did each acknowledge
that they signed, sealed and delivered the same as their voluntary act and deed,
for the uses and purposes therein expressed.
In Testimony Whereof, I have hereunto set my hand and affixed my official
seal, this the 28th day of September A.D. 1936.
(L.S.) /s/ Pauline S. Greene
------------------------------------
My Commission Expires June 8, 1937
------------------
FILED
SEP 29 1936
STACEY W. WADE
SECRETARY OF STATE
------------------
ARTICLES OF MERGER
OF
DIXIE FURNITURE COMPANY (ASHEBORO DIVISION) INC.
INTO
DIXIE FURNITURE COMPANY, INCORPORATED
-----------------------
The undersigned corporations hereby execute these Articles of Merger for
the purpose of merging the wholly owned subsidiary corporation into its parent
corporation.
I. The following Plan of Merger was duly approved by the board of directors
of each of the undersigned corporations in the manner prescribed by law:
A. CORPORATIONS PARTICIPATING IN MERGER.
Dixie Furniture Company (Asheboro Division) Inc. proposes to merge
into Dixie Furniture Company, Incorporated, and Dixie Furniture
Company, Incorporated, shall be the surviving corporation.
B. NAME OF SURVIVING CORPORATION.
The name of the surviving corporation shall be Dixie Furniture
Company, Incorporated.
C. MERGER OF MERGING COMPANY INTO SURVIVING COMPANY.
Pursuant to the terms and conditions of this Plan, Dixie Furniture
Company (Asheboro Division) Inc. shall be merged into Dixie Furniture
Company, Incorporated. Upon the merger of Dixie Furniture Company
(Asheboro Division) Inc. into Dixie Furniture Company, Incorporated,
the corporate existence of Dixie Furniture Company (Asheboro
Page Two
Division) Inc. shall cease and the corporate existence of Dixie
Furniture Company, Incorporated, shall continue.
D. CONVERSION AND EXCHANGE OF SHARES.
Dixie Furniture Company (Asheboro Division) Inc. is the wholly owned
subsidiary of Dixie Furniture Compnay, Incorporated, and no cash or
shares or other securities or obligations will be distributed or
issued upon conversion or cancellation of the shares of Dixie
Furniture Company (Asheboro Division) Inc.
II. At the time of the approval of the foregoing Plan of Merger by the
board of directors of each of the undersigned corporations, the Dixie Furniture
Company, Incorporated, was the owner of all the outstanding shares of Dixie
Furniture Company (Asheboro Division) Inc., and the foregoing Plan of Merger
does not provide for any changes in the charter of, or the issuance of any
shares by, Dixie Furniture Company, Incorporated.
IN WITNESS WHEREOF, these articles are signed by the president and
secretary of each corporation, this 27th day of February, 1979.
DIXIE FURNITURE COMPANY (ASHEBORO
DIVISION) INC.
By /s/ J. Smith Young
------------------------------
President
By /s/ William A. Sprager
------------------------------
Secretary
DIXIE FURNITURE COMPANY, INCORPORATED
By /s/ J. Smith Young
------------------------------
President
By /s/ William A. Sprager
------------------------------
Secretary
Page Three
STATE OF NORTH CAROLINA
COUNTY OF DAVIDSON
I, H. Max Lemming, a notary public, hereby certify that on this 27th day of
February, 1979, personally appeared before me J. Smith Young and W. Allen
Sparger, each of whom being by me first duly sworn, declared that he signed the
foregoing Document in the capacities indicated, that he was authorized so to
sign, and that the statements therein contained are true.
/s/ H. Max Lemming
------------------------
Notary Public
My commission expires: 1-23-81
CERTIFICATE OF AMENDMENT TO THE CHARTER
OF
DIXIE FURNITURE COMPANY, INCORPORATED
The location of the principal office in this State is in the city of
Lexington, County of Davidson.
The name of the agent therein and in charge thereof, upon whom process
against this corporation may be served, is H.T. Link.
----------
Resolution of Directors
The Board of Directors of the Dixie Furniture Company, Incorporated, a
corporation of North Carolina, on this 5th day of November, 1947, do hereby
resolve and declare that it is advisable:
That the Certificate of Incorporation of Dixie Furniture Company,
Incorporated, be amended in the following particulars:
That paragraph 3 of the original Charter be amended to read as follows:
3. The objects for which this corporation is formed are as follows:
Manufacturing, buying and selling furniture, lumber, machinery, saw mills,
planing mills and everything of whatever kind that is made of wood, lumber or
other building material.
And in order properly to prosecute the objects and purposes above set
forth, the Corporation shall have full power and authority to purchase, lease
and otherwise acquire, hold, mortgage, convey and otherwise dispose of all kinds
of property, both real and personal, both in this State and in all other States,
territories and dependencies of the United States; to purchase or otherwise
acquire, hold and sell or otherwise dispose of stock and obligations of other
corporations and associations, including this Corporation's own stock, bonds,
notes, tax notes and certificates of indebtedness of the Federal Government and
State and Municipal bonds and notes of North Carolina, or any of its political
subdivisions or bonds of any other state of the United States; to purchase the
business,
-2-
good-will and all other property of any individual, firm or corporation as a
going concern, and to assume all its debts, contracts and obligations, provided
said business is authorized by the powers contained herein; to construct, equip,
and maintain buildings, works, factories and plants; to install, maintain and
operate all kinds of machinery and appliances; to operate same by hand, steam,
water, electric or other motive power, and generally to perform all acts which
may be deemed necessary or expedient for the proper and successful prosecution
of the objects and purposes for which the Corporation is created.
That paragraph 4 of the original Charter be amended to read as follows:
4. The total authorized capital stock of this Corporation shall be Two
Hundred Five Thousand, Three Hundred (205,300) shares of a par value of One
Dollar ($1.00) per share.
That the officers of the Corporation shall have full power and authority,
when authorized by the stockholders and directors, to retire all of the present
outstanding shares of no par value stock of Two Thousand, Fifty-three (2,053)
shares now shown to be outstanding by the records of the Corporation, and to
issue in lieu thereof Two Hundred Five Thousand, Three Hundred (205,300) shares
of a par value of One Dollar ($1.00) per share herein above authorized.
And they do hereby call a meeting of the stockholders, to be held at the
company's office in the city of Lexington, on Monday, the 30th day of December,
1947, at 3 o' clock, p.m. to take action upon the above resolution.
Certificate of Change
The Dixie Furniture Company, Incorporated, a corporation of North Carolina,
doth hereby certify that pursuant to said resolution, and upon notice duly given
to all voting stockholders, as provided by law and the by-laws of this
corporation, a meeting of the stockholders was held at the time and place
specified, and at least a majority in interest of each class of the stockholders
of
-3-
said corporation having voting powers being represented in person or by proxy, a
resolution was unanimously adopted approving the amendment proposed by the Board
of Directors, as follows:
That the Certificate of Incorporation of Dixie Furniture Company,
Incorporated be amended in the following particulars:
That Paragraph 3 of the original Charter be amended to read as follows:
3. The objects for which this corporation is formed are as follows:
Manufacturing, buying and selling furniture, lumber, machinery, saw mills,
planing mills and everything of whatever kind that is made of wood, lumber or
other building material.
And in order properly to prosecute the objects and purposes set forth, the
Corporation shall have full power and authority to purchase, lease and otherwise
acquire, hold, mortgage, convey and otherwise dispose of all kinds of property,
both real and personal, both in this State and in all other States, territories
and dependencies of the United States; to purchase or otherwise acquire, hold
and sell or otherwise dispose of stock and obligations of other corporations and
associations, including this Corporation's own stock, bonds, notes, tax notes
and certificates of indebtness of the Federal Government and State and Municipal
bonds and notes of North Carolina, or any of its political subdivisions or bonds
of any other state of the United States; to purchase the business, good-will and
all other property of any individual, firm or corporation as a going concern,
and to assume all its debts, contracts and obligations, provided said business
is authorized by the powers contained herein; to construct, equip and maintain
buildings, works, factories and plants; to install, maintain and operate all
kinds of machinery and appliances; to operate same by hand, steam, water,
electric or other motive power, and generally to perform all acts which may be
deemed necessary or expedient for the proper and successful prosecution of the
objects and purposes for which the Corporation is created.
-4-
That paragraph 4 of the original Charter be amended to read as follows:
4. The total authorized capital stock of this Corporation shall be Two
Hundred Five Thousand, Three Hundred (205,300) shares of a par value of One
Dollar ($1.00) per share.
That the officers of the Corporation shall have full power and authority,
when authorized by the stockholders and directors, to retire all of the present
outstanding shares of no par value stock of Two Thousand, Fifty-three (2,053)
shares now shown to be outstanding by the records of the Corporation, and to
issue in lieu thereof Two Hundred Five Thousand, Three Hundred (205,300) shares
of a par value of One Dollar ($1.00) per share herein above authorized.
That the written asset of at least a majority in interest of each class of
stockholders having voting powers is hereto appended.
In witness whereof, said corporation has caused this certificate to be
signed by its President and Secretary, and its corporate seal to be hereto
affixed, the 30th day of December, A.D. 1947.
(L. S.)
Dixie Furniture Co. Inc.
------------------------
By /s/ H. T. Link
----------------------
President
Attest: /s/ W. F. Sparger
------------------------
Secretary
STATE OF NORTH CAROLINA
COUNTY OF DAVIDSON
Be it remembered, that on this 30th day of December, A.D. 1947, before me,
the subscriber, a Notary Public for said county, personally appeared W. F.
Sparger, Secretary of the Dixie Furniture Company, Incorporated, the corporation
mentioned in and which executed the foregoing certificate, who, being by me duly
sworn, on his oath says that he is such Secretary, and that the seal affixed to
said certificate is the corporate seal of said corporation, the
same being well known to him, that H.T. Link is President of said corporation,
and signed said certificate and affixed said seal thereto, and delivered said
certificate by authority of the Board of Directors and with the assent of at
least a majority in interest of each class of the stockholders of said
corporation having voting powers as and for his voluntary act and deed, and the
voluntary act and deed of said corporation, in presence of deponent, who
thereupon subscribed his name thereto as witness.
And he further says that the assent hereto appended is signed by at least
two-thirds in interest of each class of the stockholders of said corporation
having voting powers, either in person or by their several duly constituted
attorneys in fact, thereunto duly authorized in qriting.
----------------------
My Commission Expires
October 10, 1949
Stockholders' Assent To Change
We, the subscribers, being at least a majority in interest of each class of
stockholders of the Dixie Furniture Company, Incorporated, having voting powers,
having a meeting regularly called for the purpose, voted in favor of amending
the certificate of incorporation as above set out do now, pursuant to the
statute, hereby give our written assent to said change.
Witness our hands, this 30th day of December, A.D. 1947.
Carrie P. Leonard,
Trustee 144
Henna Hall and
Katherine Hall Cross 5
Glenna Hall 1
Katherine Hall Cross 1
James M. Hall 1
Katherine Walker White 200
T.C. Hinkle 25
J.K. McCray 215
James Adderton 50
E.B. Cravan 24
J.V. Moffitt 89
J.B. Young 16
Edgar Bruce Hinkle 26
H.T. Link 500
W.F. Sparger 75
Lillian Frank
By H.T. Link, Atty. in fact 20
Maurice Frank
By H.T. Link, Atty. in fact 10
Mrs. Clayton Walker 73
By Dunlop White,
Atty. in fact
Mrs. Helen McCrary Arendell 80
by J.R. McCrary,
Atty. in fact
Roy Armstrong 10
by J.R. McCrary,
Atty. in fact
Mrs. Frances Hinkle 20
Barnhardt
by J.R. McCrary,
Atty. in fact
J.S. Bassett 20
by J.R. McCrary,
Atty. in fact
A. Bruce Conrad 2
by J.R. McCrary,
Atty. in fact
Mrs. Flora A. Gallimore 6
by J.R. McCrary,
Atty. in fact
Mrs. Helen Hinkle Gray 7
by J.R. McCrary,
Atty. in Fact
Sam Gourley, Jr. 10
By J.R. McCray,
Atty. In Fact
George L.Hackney 15
By J. R. McCray,
Atty. In Fact
Miss Ann Hinkle 6
by J.R. McCray,
Atty. In Fact
Henry Etta Link 21
by J.R. McCrary,
Atty. in Fact
Mrs. L. M. Koonts 5
by J.R. McCrary,
Atty, in Fact
Etta Smith Link 25
by J.R. McCrary,
Atty. in Fact
Hubert E. Olive 10
by J. R. McCrary,
Atty. in Fact
H.E. Orenberg 6
by J.R. McCrary,
Atty. in Fact
R.T. Phillips 7
by J.R. McCrary,
Atty. in Fact
G.H. Phillips 7
by J.R. McCrary,
Atty. in Fact
B.C. Philpott 50
by J.R. McCrary,
Atty. in Fact
Mrs. Daisy H. Philpott 10
by J.R. McCrary,
Atty. in Fact
H.C. Philpott 5
by J.R. McCrary,
Atty. in Fact
Mrs. W.H. Sachriest 5
by J.R. McCrary,
Atty. in Fact
W.H. Sachriest 10
by J.R. McCrary,
Atty. in Fact
Irving Zimmerman 3
by J.R. McCrary,
Atty in Fact
-------------------
FILED
JAN 31 1948
THAD EURE
SECRETARY OF STATE
-------------------
Hubert E. Olive 10
by J. R. McCrary,
Atty. in Fact
H.E. Orenberg 6
by J.R. McCrary,
Atty. in Fact
R.T. Phillips 7
by J.R. McCrary,
Atty. in Fact
G.H. Phillips 7
by J.R. McCrary,
Atty. in Fact
B.C. Philpott 50
by J.R. McCrary,
Atty. in Fact
Mrs. Daisy H. Philpott 10
by J.R. McCrary,
Atty. in Fact
H.C. Philpott 5
by J.R. McCrary,
Atty. in Fact
Mrs. W.H. Sachriest 5
by J.R. McCrary,
Atty. in Fact
W.H. Sachriest 10
by J.R. McCrary,
Atty. in Fact
Irving Zimmerman 3
by J.R. McCrary,
Atty in Fact
FILED
MAR 25 11 49 AM 1966
THAD EURE
SECRETARY OF STATE
NORTH CAROLINA
ARTICLES OF AMENDMENT
TO THE CHARTER OF
DIXIE FURNITURE COMPANY, INCORPORATED
The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55-103 of the General
Statues of North Carolina, hereby executes the following Articles of Amendment:
1. Name of the corporation: Dixie Furniture Company, Incorporated.
2. At a regularly convened meeting of the shareholders of the corporation
held on the 24th day of March, 1966, the following amendment to the charter of
the corporation was adopted by vote of the shareholders:
"Be it resolved that Article IV of the Amendment to the Charter of
Dixie Furniture Company, Incorporated be amended by deleting the same and
inserting in lieu thereof the following:
ARTICLE IV. The total authorized capital stock of this corporation
shall be $500,000.00 divided into 500,000 shares of a par value of $1.00
each."
3. The number of shares of the corporation outstanding at the time of the
adoption of the amendment was 205,300 shares of common stock only, with no
shares of any class, entitled to vote as a class, authorized or outstanding.
4. The number of shared voted for the amendment was 193,465, and the number
of shares voted against the amendment was -0-. There are no shares of any class
entitled to vote as a class, all stock authorized and outstanding being common
stock.
5. The amendment does not provide for an exchange, reclassification or
cancellation of issued shares.
6. The amendment does not effect a change in the stated capital of the
corporation.
7. The amendment herein effected does not give rise to dissenter's rights
to payment for the reason that it in no way affects the currently outstanding
issued stock.
IN TESTIMONY WHEREOF, THIS statement is signed by the President and
Secretary this 24th day of March, 1966.
/s/ J. Smith Young
----------------------
President
/s/ William A. Sprager
- ----------------------
Secretary
STATE OF NORTH CAROLINA
COUNTY OF DAVIDSON
J. Smith Young, being the president, and William A. Sparger, being the
secretary of the above-named corporation, each being duly sworn, deposes and
says that the facts stated in the foregoing "Articles of Amendment" are true and
correct.
/s/ J. Smith Young
-----------------------
/s/ William A. Sprager
-----------------------
Sworn to and subscribed before me, this the
24th day of March, 1966.
/s/ Marguerite Ehlein
- -----------------------
Notary Public
My Commission Expires October 17, 1967
NORTH CAROLINA
ARTICLES OF MERGER
OF
HENRY LINK CORPORATION, LINK-TAYLOR CORPORATION,
YOUNG-HINKLE CORPORATION AND LEXINGTON FURNITURE
INDUSTRIES, INC.
INTO
DIXIE FURNITURE COMPANY, INCORPORATED
* * * * *
Pursuant to the provisions of Section 55-106 of the North Carolina Business
Act, the undersigned corporations adopt the following Articles of Merger for the
purpose of merging them into one of such corporations:
FIRST: The names of the corporations are:
Name of Corporation State
------------------- -----
Henry Link Corporation North Carolina
Link-Taylor Corporation North Carolina
Young-Hinkle Corporation North Carolina
Lexington Furniture Industries, Inc. North Carolina
Dixie Furniture Company, Incorporated North Carolina
SECOND: The name of the surviving corporation is Dixie Furniture Company,
Incorporated.
THIRD: The Plan of Merger, attached as Attachment A, was duly adopted by
the board of directors and thereafter approved by the shareholders of each of
the corporations in the manner prescribed by the North Carolina Business
Corporation Act.
FOURTH: As to each of the undersigned corporations, the number of shares
outstanding, and the designation and number of outstanding shares of each class
entitled to vote as a class on such plan, are as follows:
Name of Corporation Number of Shares Outstanding
- ------------------- ----------------------------
Henry Link Corporation 1,000
Link-Taylor Corporation 1,000
Young-Hinkle Corporation 1,000
Lexington Furniture Industries, Inc. 1,000
Dixie Furniture Company, Incorporated 1,000
STATE OF MICHIGAN
COUNTY OF WAYNE
David A. Doran, being the Vice President, and Richard G. Mosteller, being
the Assistant Secretary of each of the above named corporations each being duly
sworn, deposes and says that the facts stated in the foregoing "Articles of
Merger" are true and correct.
/s/ David A. Doran
------------------------
David A. Doran
/s/ Richard G. Mosteller
------------------------
Richard G, Mosteller
Sworn to and subscribed before me this 22nd day of December, 1989.
/s/ Suzanne Mary Baker
------------------------
Notary Public
SUZANNE MARY BAKER
Notary Public, Monroe County, MI
My Commission Expires Aug. 17, 1992
Acting in Wayne County, MI
PLAN OF MERGER
PLAN OF MERGER dated as of December 22, 1989 between Dixie Furniture
Company, Incorporated, a North Carolina corporation (the "Surviving
Corporation"), and Henry Link Corporation, Link-Taylor Corporation, Young-Hinkle
Corporation, and Lexington Furniture Industries, Inc. (the "Merging
Corporations") (with the Surviving Corporation and the Merging Corporations
collectively referred to herein as the "Constituent Corporations").
A. The Constituent Corporations in consideration of the mutual agreements
of each corporation as set forth hereinafter, deem it advisable and generally
for the welfare of said corporations, that the Merging Corporations merge with
and into the Surviving Corporation under and pursuant to the terms and
conditions set forth in this Agreement.
B. The terms and conditions of the Merger, the mode of carrying the same
into effect, the manner of dealing with the shares of the Constituent
Corporations outstanding immediately prior to the effective time of the Merger,
and other pertinent provisions of the Merger, are hereinafter set forth.
ARTICLE I
In accordance with the provisions of the laws of the State of North
Carolina, the Merging Corporations shall be merged with and into the Surviving
Corporation.
ARTICLE II
The Merger shall become effective upon the filing of the Articles and Plan
of Merger with the Secretary of State of North Carolina, in accordance with the
North Carolina Business Corporation Act, (the"Act"). The date when the Merger
becomes effective shall be the "Effective Date" of the Merger referred to in the
Articles of Merger.
ARTICLE III
The surviving Corporation has issued and outstanding 1,000 shares of Common
Stock, par value $1 per share, and the Merging Corporations each have issued and
outstanding 1000 shares of Common Stock, par value $1 per share. All of such
shares are entitled to vote on the Merger.
ARTICLE IV
The Articles of Incorporation of the Surviving Corporation are to be
amended by virtue of the merger as follows:
1. The name of the corporation is: Lexington Furniture Industries, Inc.
ARTICLE V
At the Effective Date the directors and officers of the Dixie Furniture
Company, Incorporated shall be the directors and officers of the Surviving
Corporation. Each director and officer shall hold office subject to the
applicable provisions of the Articles of Incorporation and bylaws of the
Surviving Corporation, until the next annual stockholders' meeting of the
Surviving Corporation and until their successors shall be elected or appointed
and shall duly qualify.
ARTICLE VI
At the Effective Date the separate existence of the Merging Corporations
shall cease and all the property, rights privileges, franchises, patents,
trademarks, licenses, registrations and other assets and property of every kind
and description of the Merging Corporations shall be transferred to, vested in
and devolve upon the Surviving Corporation without further act or deed and all
property, rights, and every other interest of the Surviving Corporation and the
Merging Corporations, shall be as effectively the property of the Surviving
Corporation as they were of the Surviving Corporation and the Merging
Corporations respectively. The Merging Corporations hereby agree, from time to
time, as and when requested by the Surviving Corporation or by its successors or
assigns, to execute and deliver or cause to be executed and delivered all such
deeds and instruments and to take or cause to be taken such further or other
action as the Surviving Corporation may deem necessary or desirable in order to
vest in and confirm to the Surviving Corporation title to and possession of any
property of each of the Merging Corporations acquired or to be acquired by
reason of or as a result of the merger herein provided for and otherwise to
carry out the intent and purposes provided and otherwise to carry out the intent
and purposes hereof and the proper officers and directors of the Merging
Corporations and the proper officers and directors of each of the Surviving
Corporation are fully authorized in the name of the Merging Corporations or
otherwise to take any and all such action.
All rights of creditors and all liens upon the property of either said
corporation shall be preserved unimpaired, and all debts, liabilities and duties
of each of the Merging Corporations shall thenceforth attach to the Surviving
Corporation and may be enforced against it to the same extent as if
-2-
said debts, liabilities and duties had been incurred or contracted by it.
ARTICLE VII
From and after the Effective Date the outstanding shares of the Merging
Corporations shall be cancelled and no shares of the Surviving Corporation shall
be issued in exchange thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Plan of Merger to
be executed by their respective officers and duly authorized on this 22nd day of
December, 1989.
YOUNG-HINKLE CORPORATION HENRY LINK CORPORATION
By /s/ David A. Doran By /s/ David A. Doran
------------------------ ------------------------
David A. Doran David A. Doran
Vice President Vice President
LEXINGTON FURNITURE LINK-TAYLOR CORPORATION
INDUSTRIES, INC.
By /s/ David A. Doran By /s/ David A. Doran
------------------------ ------------------------
David A. Doran David A. Doran
Vice President Vice President
DIXIE FURNITURE COMPANY,
INCORPORATED
By /s/ David A. Doran
------------------------
David A. Doran
Vice President
-3-
FIFTH: As to each of the undersigned corporations, the total number of
shares voted for and against such Plan, are as follows:
Total Total
Name of Corporation Voted for Voted Against
- ------------------- --------- -------------
Henry Link Corporation 1,000 -0-
Link-Taylor Corporation 1,000 -0-
Young-Hinkle Corporation 1,000 -0-
Lexington Furniture Industries, Inc. 1,000 -0-
Dixie Furniture Company, Incorporated 1,000 -0-
SIXTH: The name which the surviving corporation is to have after the merger
is as follows:
Lexington Furniture Industries, Inc.
SEVENTH: The effective date of the certificate of merger shall be on the
1st day of January, 1990 at 12:01 A.M.
Dated December 22, 1989.
YOUNG-HINKLE CORPORATION HENRY LINK CORPORATION
By /s/ David A. Doran By /s/ David A. Doran
------------------------ ------------------------
David A. Doran David A. Doran
Its Vice President Its Vice President
And /s/ Richard G. Mosteller And /s/ Richard G. Mosteller
------------------------ ------------------------
Richard G. Mosteller Richard G. Mosteller
Assistant Secretary Assistant Secretary
LEXINGTON FURNITURE LINK-TAYLOR CORPORATION
INDUSTRIES, INC.
By /s/ David A. Doran By /s/ David A. Doran
------------------------ ------------------------
David A. Doran David A. Doran
Its Vice President Its Vice President
And /s/ Richard G. Mosteller And /s/ Richard G. Mosteller
------------------------ ------------------------
Richard G. Mosteller Richard G. Mosteller
Assistant Secretary Assistant Secretary
DIXIE FURNITURE COMPANY,
INCORPORATED
By /s/ David A. Doran
------------------------
David A. Doran
Vice President
And /s/ Richard G. Mosteller
------------------------
Richard G. Mosteller
Assistant Secretary
State of North Carolina
Department of the Secretary of State
ARTICLES OF MERGER OR SHARE EXCHANGE
Pursuant to ss.55-11-05 of the General Statutes of North Carolina, the
undersigned corporation as the surviving corporation in a merger or the
acquiring corporation in a share exchange, as the case may be, hereby submits
the following Articles of Merger or Share Exchange.
1. The name of the surviving or acquiring corporation is Lexington Furniture
Industries, Inc., corporation organized under the laws of North Carolina;
the name of the merged or acquired corporation is Hickorycraft, Inc., a
corporation organized under the laws of North Carolina.
2. Attached is a copy of the Plan of Merger or Share Exchange that was duly
adopted in the manner prescribed by law by the board of directors of each
of the corporations participation in the merger of share exchange.
3. With respect to the surviving/acquiring corporation (check either a or b,
whichever is applicable):
a.____ Shareholder approval was not required for the merger or share
exchange.
b._X__ Shareholder approval was required for the merger or share exchange,
and the merger or share exchange was approve by the shareholders as
required by Chapter 55 of the North Carolina General Statutes.
4. With respect to the merged/acquired corporation (check either a or b,
whichever is applicable):
a.____ Shareholder approval was not required for the merger or share
exchange.
b._X__ Shareholder approval was required for the merger or share exchange,
and the merger or share exchange was approved by the shareholders as
required by Chapter 55 of the North Carolina General Statutes.
5. These articles will be effective upon filing, unless a delayed date and/or
time is specified: January 1, 1995
This the 1st day of December, 1994
Lexington Furniture Industries, Inc.
--------------------------------------
Name of Corporation
/s/ Gerald Bright
--------------------------------------
Signature
Gerald Bright Vice President/Secretary
--------------------------------------
Type or Print Name and Title
NOTES:
1. Filing fee is $50. This document and one exact or conformed copy of these
articles must be filed with the Secretary of State.
2. Certificate(s) of Merger must be filed pursuant to the requirements of NCGS
ss.47-18.1.
CORPORATIONS DIVISION 300 N. SALISBURY ST. RALEIGH, NC 27603-5909
(N. C. - 1188 - 4/13/92)
PLAN OF MERGER
PLAN OF MERGER, dated as of December 1, 1994, between Lexington Furniture
Industries, Inc., a North Carolina corporation (the "Surviving Corporation") and
Hickorycraft, Inc., a North Carolina corporation (the "Merging Corporation")
(with the Surviving Corporation and the Merging Corporation collectively
referred to herein as the "Constituent Corporations").
A. The Constituent Corporations in consideration of the mutual agreements
of each corporation as set forth hereinafter, deem it advisable and generally
for the welfare of said corporations, that the Merging Corporation merge with
and into the Surviving Corporation under and pursuant to the terms and
conditions set forth herein (the "Merger").
B. The terms and conditions of the Merger, the mode of carrying the same
into effect, the manner of dealing with the shares of the Constituent
Corporations outstanding immediately prior to the effective time of the Merger,
and other pertinent provisions of the Merger, are hereinafter set forth.
ARTICLE I
In accordance with the provisions of the laws of the State of North
Carolina, the Merging Corporation shall be merged with and into the Surviving
Corporation.
ARTICLE II
The Merger shall become effective upon filing the Articles of Merger with
the Secretary of State of State of North Carolina on January 1, 1995 (the
"Effective Date.")
ARTICLE III
The Articles of Incorporation of the Surviving Corporation are not to be
amended by virtue of the Merger and the name of the Surviving Corporation shall
remain the same.
ARTICLE IV
At the Effective Date the directors and officers of the Surviving
Corporation shall be the directors and officers of the Surviving Corporation.
Each director and officer shall hold office, subject to the applicable
provisions of the Articles of Incorporation and Bylaws of the Surviving
Corporation, until the next annual stockholders meeting of the Surviving
Corporation and until their successors shall be elected or appointed and duly
qualified.
ARTICLE V
On the Effective Date the issued shares of capital stock of the Merging
Corporation shall by virtue of the Merger forthwith cease to exist and be
canceled without payment of any consideration therefor.
ARTICLE VI
At the Effective Date the separate existence of the Merging Corporation
shall cease and all the property, rights, privileges, franchises, patents,
trademarks, licenses, registrations and other assets and property of every kind
and description of the Merging Corporation shall be transferred to, vested in
and devolve upon the Surviving Corporation without further act or deed and all
property, rights, and every other interest of the Surviving Corporation and the
Merging Corporation, shall be as effectively the property of the Surviving
Corporation as they were of the Surviving Corporation and the Merging
Corporation respectively. The Merging Corporation hereby agrees, from time to
time, as and when requested by the Surviving Corporation or by its successors or
assigns, to execute and deliver or cause to be executed and delivered all such
deeds and instruments and to take or cause to be taken such further or other
action as the Surviving Corporation may deem necessary or desirable in order to
vest in and confirm to the Surviving Corporation title to and possession of any
property of the Merging Corporation acquired or to be acquired by reason or as a
result of the merger herein provided for and otherwise to carry out the intent
and purposes hereof and the proper officers and directors of the Merging
Corporation and the proper officers and directors of the Surviving Corporation
are fully authorized in the name of the Merging Corporation are fully authorized
in the name of the Merging Corporation otherwise to take any and all such
action.
ARTICLE VII
All rights of creditors and all liens upon the property of either said
corporation shall be preserved unimpaired, and all debts, liabilities and duties
of the Merging Corporation shall thenceforth attach to the Surviving Corporation
and may be enforce against it to the same extent as if said debts, liabilities
and duties had been incurred or contracted by it.
ARTICLE VIII
The officers of each of the corporations party to the merger are authorized
to do all acts and things necessary and proper to effect the merger.
LEXINGTON FURNITURE HICKORYCRAFT, INC.
By /s/ Gerald Bright By /s/ Gerald Bright
--------------------------- ---------------------------
Gerald Bright Gerald Bright
Vice President/Secretary Vice President/Secretary
ARTICLES OF MERGER OF
MASCO ACQUISITION, INC. INTO
DIXIE FURNITURE COMPANY, INCORPORATED
The undersigned corporations hereby execute these Articles of Merger for
the purpose of merging into one of such corporations:
I.
The Following Plan of Merger was duly approved by the shareholders of each
of the undersigned corporations in the manner prescribed by law:
PLAN OF MERGER
PLAN OF MERGER, dated as of July 23, 1987 between Dixie Furniture
Company, Incorporated, a North Carolina corporation (the "Company"), and
Masco Acquisition, Inc., a North Carolina corporation ("Acquisition") and a
wholly-owned subsidiary of Masco Corporation, a Delaware
corporation ("Masco") (with the Company and Acquisition being collectively
referred to herein as the "Constituent Corporations").
A. The Company and Masco have entered into an Agreement and Plan of
Merger dated as of July 23, 1987 (the "Merger Agreement"), providing for
the merger (the "Merger") of Acquisition with and into the Company upon the
terms set forth in this Plan.
B. The terms and conditions of the Merger, the mode of carrying the
same into effect, the manner of converting the shares of Common Stock of
Acquisition outstanding immediately prior to the effective time of the
Merger and the share of Common Stock of the Company outstanding immediately
prior to the effective time of the Merger, are hereinafter set forth.
ARTICLE I
In accordance with the provisions of the laws of the State of North
Carolina, Acquisition shall be merged with and into the Company, which
shall be, and is herein sometimes referred to as, the "Surviving
Corporation." The name of the Company shall be the name of the Surviving
Corporation.
ARTICLE II
The Merger shall become effective upon the filing of Articles of
Merger by the Secretary of State of the State of North Carolina, pursuant
to Section 55-4 of the North Carolina Business Corporation Act (the "ACT").
The time when the Merger becomes effective shall be the "Effective Date" of
the Merger referred to in this Plan.
ARTICLE III
The Company has issued and outstanding 410,600 shares of common stock,
par value $1 per share, and Acquisition has issued and outstanding 1,000
shares of common stock, par value $1 per share. All of such shares are
entitled to vote on the Merger.
From and after the Effective Date, the Charter of Acquisition, which
is set forth in Annex A attached hereto, shall be the Charter of the
Surviving Corporation, except that such Charter shall be amended to provide
that the name of the corporation shall be "Dixie Furniture Company,
Incorporated." From and after the Effective Date, the bylaws of Acquisition
as in effect on the Effective Date, shall be the bylaws of the Surviving
Corporation until amended in accordance with applicable law.
ARTICLE IV
At the Effective Date the Directors of Acquisition immediately prior
to the Effective Date shall be the Directors of the Surviving Corporation,
each of such Directors to hold office, subject to the applicable provisions
of the Charter and bylaws of the Surviving Corporation, until the next
annual stockholders' meeting of the Surviving Corporation and until their
successors shall be elected or appointed and shall duly qualify. From and
after the Effective Date, each officer of the Company immediately prior to
the Effective Date shall be an officer of the Surviving Corporation in the
same capacity or capacities, until his successor is elected and qualified
or until his earlier death, resignation or removal.
ARTICLE V
On the Effective Date the issued shares of capital stock of the
Company shall become converted into the right to receive a cash payment
from Masco or into shares of common stock of the Surviving Corporation or
be cancelled as follows:
-2-
a. (i) Each Share (as defined in the Merger Agreement) then
outstanding immediately prior thereto (other than any Shares belonging to
Stockholders (as defined in the Merger Agreement or as set forth in
subsection (ii) below) who exercise their dissent and appraisal rights)
shall, by virtue of the Merger and without any action on the part of the
record holder thereof, be converted into the right to receive, (a) without
interest, $292.11 in cash from Masco payable upon surrender of the
certificate or certificates representing such Shares and (b) $39.83 to be
deposited by Masco in the Dixie Escrow Fund (as defined in the Merger
Agreement) on behalf of the record holder thereof in a non-transferable
account in order to secure and satisfy any claims under the Merger
Agreement and to pay all fees and expenses pursuant to Article VIII
thereof;
(ii) Each share of the Company's Common Stock, $1 par value, which
shall be held in the treasury of the Company immediately prior thereto,
shall be cancelled and extinguished; and
(iii) Masco will hold, without interest, $292.11 per Share and will
deposit $39.83 per Share in the Dixie Escrow Fund on behalf of each record
holder who exercises his or her dissent and appraisal rights. The amount
deposited in the Dixie Escrow Fund will be held in a non-transferable
account until the appraisal proceedings with respect to such stockholder
are finally concluded and then disposed of as directed by the court which
conducted such proceedings.
b. each outstanding share of common stock of Acquisition shall by
virtue of the Merger be converted into one share of common stock of the
Surviving Corporation; and
c. each outstanding share of common stock of the Company held by Masco
or the Company, or any direct or indirect subsidiary of Masco or the
Company, or held by the Company as treasury shares, shall by virtue of the
Merger forthwith cease to exist and be cancelled without payment of any
consideration therefor.
ARTICLE VI
The stock transfer books of the Company shall be closed for transfer
of shares of common stock on September 15, 1987 and no transfers of such
shares shall thereafter be made.
-3-
ARTICLE VII
On the Effective Date, the Constituent Corporations shall be a single
corporation, which shall be the Surviving Corporation, the separate
existence of Acquisition shall cease, and the Surviving Corporation shall
have all the rights, privileges, immunities and powers and be subject to
all the duties and liabilities of a corporation organized under the Act.
The Surviving Corporation shall have all the rights, privileges,
immunities, and franchises, public or private, and all property, real,
personal, and mixed, and all debts due on whatever account, including
subscriptions to shares, and all other choses in action, of each of the
Constituent Corporations. All interests of or belonging to or due to each
of the Constituent Corporations shall be considered to be transferred to
and vested in the Surviving Corporation without further act or deed. The
title to real estate or any interest in real estate vested in a Constituent
Corporation shall not revert or be in any way impaired because of the
Merger. The Surviving Corporation shall thenceforth be responsible and
liable for all liabilities and obligations of each of the Constituent
Corporations. A claim existing or action or proceeding pending by or
against a Constituent Corporation may be prosecuted as if the Merger had
not taken place. The rights of creditors and a lien upon the property of a
Constituent Corporation shall not be impaired by the Merger.
ARTICLE VIII
From time to time, as and when requested by the Surviving Corporation,
or by its successors or assigns, Acquisition shall execute and deliver or
cause to be executed and delivered all such further or other instruments,
and shall take or cause to be taken all such further or other actions, as
the Surviving Corporation, or its successors or assigns, may deem necessary
or desirable in order to vest in and confirm to the Surviving Corporation,
and its successors and assigns, title to and possession of all property,
rights, privileges, powers and franchises referred to in Article VII herein
and otherwise to carry out the intent and purpose of this Plan.
-4-
II.
As each constituent corporation, the number of shares of a single
class of common stock outstanding and entitled to one vote per share (being
the only outstanding class of either Constituent Corporation) upon such
Plan of Merger and the number of such shares voted for and against such
Plan of Merger were as follows:
No. of Shares No of Shares No of Shares
Name of Outstanding and Voted For Voted Against
Corporation Entitled to Vote Plan of Merger Plan of Merger
- ----------- ---------------- -------------- --------------
Dixie Furniture
Company, Incorporated 410,600 401,751 1,329
Masco Acquisition,
Inc. 1,000 1,000 None
IN WITNESS WHEREOF, these Articles are signed by the President and
Secretary of each corporation this 24 of September, 1987.
DIXIE FURNITURE COMPANY, INCORPORATED
By /s/ J. Smith Young
------------------------------
President
ATTEST:
/s/ E. B. Hinkel
- --------------------------
Secretary
MASCO ACQUISITION, INC.
By: /s/ Wayne B. Lyon
------------------------------
President
ATTEST:
/s/ John R. Leekley
- --------------------------
Secretary
-5-
STATE OF NORTH CAROLINA
COUNTY OF DAVIDSON
J. Smith Young and E. B. Hinkel, being respectively the President and
Secretary of Dixie Furniture Company, Incorporated, having been duly sworn, each
deposes and says: that he signed the foregoing Articles of Merger in a
representative capacity as such officer of Dixie Furniture Company,
Incorporated, that he was authorized so to sign and that the statements and made
in such Articles of Merger are true.
/s/ J. Smith Young
------------------------------
President
/s/ E. B. Hinkel
------------------------------
Secretary
SWORN TO and certified by the
undersigned, a Notary Public in
and for the State of North Carolina,
this 24th day of September, 1987
/s/ [Illegible]
- -------------------------------
Notary Public
My commission expires:
1-23-91
- --------------------
-6-
STATE OF NORTH CAROLINA
COUNTY OF FORSYTH
Wayne B. Lyon and John R. Leekley, being respectively the President and
Secretary of Masco Acquisition, Inc., having been duly sworn, each deposes and
says: that he signed the foregoing Articles of Merger in a representative
capacity as such officer of Masco Acquisition, Inc., that he was authorized so
to sign and that the statements and made in such Articles of Merger are true.
/s/ Wayne B. Lyon
-----------------------------
President
/s/ John R. Leekley
-----------------------------
Secretary
SWORN TO and certified by the
undersigned, a Notary Public in
and for the State of North Carolina,
this 24th day of September, 1987
/s/ Darlene Reinhardt
- -------------------------------
Notary Public
My commission expires:
Jan. 25, 1988
-----------------------------------
OFFICIAL SEAL
(SEAL) NOTARY PUBLIC, NORTH CAROLINA
COUNTY OF FORSYTH
DARLENE REINHARDT
My Commission Expires Jan. 25, 1988
-----------------------------------
-7-
ARTICLES OF INCORPORATION
OF
MASCO ACQUISITION, INC.
(NAME OF CORPORATION)
We, the undersigned natural persons of the age of twenty-one years or more,
do hereby associate ourselves into a business corporation under the laws of the
State of North Carolina, as contained in Chapter 33 of the General Statutes of
North Carolina, entitled "Business Corporation Act," and the several amendments
thereto, and to that end do hereby set forth:
1. The name of the Corporation is MASCO ACQUISITION, INC.
2. The period of duration of the corporation shall be perpetual (May be
perpetual or for a limited period)
3. The purposes for which the corporation is organized are:
That the purpose for which the corporation is organized is to engage
in any lawful act or activity.
4. The aggregate number of shares which the corporation shall have
authority to issue is 1,000, divided into one classes. The designation of each
class, number of shares of each class, series, if any, within each class, and
the par value, if any, of the shares of each class, or a statement that the
shares of any class are without par value, is as follows:
Number of Par Value
Class Series Shares per share
Common - 1,000 $1.00
The preferences, limitations and relative rights in respect of the shares
of each class are as follows: None
5. The minimum amount of consideration for its shares to be received by the
corporation before it shall commence business is $ illegible.
6. The address of the initial registered office of the corporation
(including county and city or town and street and number, if any) is 3101 Petty
Rd. c/o C T CORPORATION SYSTEM, DURHAM, DURHAM COUNTY, NORTH CAROLINA 27707 and
the name of the initial registered agent at such address is C T CORPORATION
SYSTEM
(N. C. - 12 - 1/22/70)
-1-
7. The number of directors of the corporation may be fixed by the by-laws,
but illegible than three, except as provided in Sec. 55-25.
The number of directors constituting the initial board of directors shall
be three (3) and the names and addresses (including street and number, if any)
of the persons who are to serve as directors until the first meeting of
shareholders or until their successors are elected and qualified are:
NAMES ADDRESSES
Wayne B. Lyon ALL AT:
- ----------------------------------- ------------------------------------
Gerald Bright 21001 Van Born Road
- ----------------------------------- ------------------------------------
Richard G. Mosteller Taylor, MI 48180
- ----------------------------------- ------------------------------------
8. The names and addresses (including street and number, if any) of all of
the incorporators are:
NAMES ADDRESSES
Thomas E. Foster 21001 Van Born Rd.
- ----------------------------------- ------------------------------------
Taylor, MI 48180
- ----------------------------------- ------------------------------------
- ----------------------------------- ------------------------------------
9. In addition to the general powers granted corporations under the laws of
the State of North Carolina, the corporation shall have full power and authority
to
10.
IN TESTIMONY WHEREOF, we have hereunto set our hands, this the 10th day
of August, A.D. 1987.
/s/ Thomas E. Foster
-------------------------
Thomas E. Foster
-------------------------
-------------------------
*Insert any provision desired to be included in the Articles of Incorporation
such as: preemptive rights of shareholders, regulation of internal affairs of
the corporation, any matters required to be set forth in the by-laws, etc. See
chapter 55 of the General Statutes.
STATE OF MICHIGAN
COUNTY OF WAYNE
THIS IS TO CERTIFY, that on the 10th day of August, A.D. 1987, before me, a
Notary Public personally appeared Thomas E. Foster ,
__________________________________ __________________________, and
_________________________________, who I am satisfied are the persons named in
and who executed the foregoing Articles of Incorporation, and I having first
made known to them the contents thereof, they did each acknowledge that they
signed and delivered the same as their voluntary act and deed for the uses and
purposes therein expressed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal, this the 10th day of August, A.D. 1987.
/s/ Cheryl D. Hammer
-----------------------------------
CHERYL D. HAMMER
Notary Public, Wayne County, MI
My Commission Expires July 16, 1990