Exhibit 3.35f
MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
DATE RECEIVED (FOR BUREAU USE ONLY) FILED
DEC 13 2004
This document is effective on the date filed, unless a
subsequent effective date within 90 days after
received date is stated in the document.
NAME
Scott Way, U.S. Concrete, Inc.
ADDRESS
2925 Briarpark
CITY STATE ZIP CODE EFFECTIVE DATE: [December 31, 2004]
Expiration date for new assumed names:
Houston TX 77042 December 31,
Expiration date for transferred assumed
names appear in Item 6
DOCUMENT WILL BE RETURNED TO
THE NAME AND ADDRESS YOU ENTER
ABOVE. IF LEFT BLANK DOCUMENT
WILL BE MAILED TO THE
REGISTERED OFFICE.
CERTIFICATE OF MERGER
CROSS ENTITY MERGER FOR USE BY PROFIT CORPORATIONS, LIMITED LIABILITY COMPANIES
AND LIMITED PARTNERSHIPS
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), Act 23, Public Acts of 1993 (limited liability companies) and Act
213, Public Acts of 1982 (limited partnerships), the undersigned entities
execute the following Certificate of Merger:
1. The Plan of Merger (Consolidation) is as follows:
a. The name of each constituent entity and its identification
number is:
AFTM Corporation 314837
Superior Materials, Inc. 026542
b. The name of the surviving (new) entity and its identification
number is: 026542
Superior Materials, Inc.
Corporations and Limited Liability Companies provide the street address of
the survivor's principal place of business:
c/o U.S. Concrete, Inc., 2925 Briarpark, Suite 500, Houston, TX 77042
2. (Complete only if an effective date is desired other than the date of
filing. The date must be no more than 90 days after the receipt of this
document in this office.)
The merger (consolidation) shall be effective on the 31st day of December,
2004.
GOLD SEAL APPEARS ONLY ON ORIGINAL
3. COMPLETE FOR PROFIT CORPORATIONS ONLY
For each constituent stock corporation, state:
Designation and number of Indicate class or series
outstanding shares in each Indicate class or series entitled to vote as a
Name of corporation class or series of shares entitled to vote class
- ------------------------ -------------------------- -------------------------- ------------------------
AFTM Corporation 1,000 Common n/a
Superior Materials, Inc. 14,500 Common n/a
If the number of shares is subject to change prior to the effective date of the
merger or consolidation, the manner in which the change may occur is as follows:
The manner and basis of converting shares are as follows:
Shares of AFTM Corporation shall be retired and cancelled. Shares of
Superior Materials, Inc. remain unchanged.
The amendments to the Articles, or a restatement of the Articles, of the
surviving corporation to be effected by the merger are as follows:
None
The Plan of Merger will be furnished by the surviving profit corporation, on
request and without cost, to any shareholder of any constituent profit
corporation.
The merger is permitted by the state or country under whose law it is
incorporated and each foreign corporation has complied with that law in
effecting the merger.
(Complete either Section (a) or (b) for each corporation)
a) The Plan of Merger was approved by the majority consent of the
incorporators of ____________________ ___________________________, a
Michigan corporation which has not commenced business, has not issued
any shares, and has not elected a Board of Directors.
- ------------------------------------------------ ------------------------------------------------
(Signature of Incorporator) (Type or Print Name) (Signature of Incorporator) (Type or Print Name)
- ------------------------------------------------ ------------------------------------------------
(Signature of Incorporator) (Type or Print Name) (Signature of Incorporator) (Type or Print Name)
b) The plan of merger was approved by:
[ ] the Board of Directors of
______________________________________, the surviving Michigan
corporation, without approval of the shareholders in accordance
with Section 703a of the Act.
[ ] the Board of Directors and the shareholders of the following
Michigan corporation(s) in accordance with Section 703a of the
Act.
AFTM Corporation, Superior Materials, Inc.
By By
---------------------------------- -------------------------------------
(Signature of Authorized Officer (Signature of Authorized Officer or
or Agent) Agent)
Cesar "Rod" Monroy Cesar "Rod" Monroy
(Type or print name) (Type or print name)
AFTM Corporation Superior Materials, Inc.
(Name of Corporation) (Name of Corporation)
GOLD SEAL APPEARS ONLY ON ORIGINAL