Exhibit 3.5.1
Microfilm Number Filed with the Department of State on Dec. 14, 1998
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Entry Number /s/
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Acting Secretary of the Commonwealth
Secretary of the Commonwealth
ARTICLES OF MERGER-DOMESTIC BUSINESS CORPORATION
DSCB: 15-1926 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. (ss) 1926 (relating to
articles of merger or consolidation), the undersigned business corporations,
desiring to effect a merger, hereby state that:
1. The name of the corporation surviving the merger is: Better Materials
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Corporation
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2. (Check and complete one of the following):
X The surviving corporation is a domestic business corporation
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and the (a) address of its current registered office in this
Commonwealth or (b) name of its commercial registered office
provider and the county of venue is (the Department is hereby
authorized to correct the following information to conform to
the records of the Department):
(a) Swamp Road Penns Park PA 18943 Bucks
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Number and Street City State Zip County
(b) c/o:
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Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office
provider, the county in (b) shall be deemed the county in which the
corporation is located for venue and official publication purposes.
The surviving corporation is a qualified foreign business
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corporation incorporated under the laws of and the (a)
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address of its current registered office in this Commonwealth or (b)
name of its commercial registered office provider and the county of
venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a)
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Number and Street City State Zip County
(b)c/o:
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Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office
provider, the county in (b) shall be deemed the county in which the
corporation is located for venue and official publication purposes.
The surviving corporation is a nonqualified foreign business
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corporation incorporated under the laws of and the address
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of its principal office under the laws of such domiciliary
jurisdiction is:
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Number and Street City State Zip County
3. The name and address of the registered office in this Commonwealth or
name of its commercial registered office provider and the county of
venue of each other domestic business corporation and qualified
foreign business corporation which is a party to the plan of merger
are as follows:
Name of Corporation Address of Registered Office or County
Name of Commercial Registered Office Provider
BMC Acquisition Company N. Front and Market Streets, P.O. Box 1181, Harrisburg, PA 17108
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4. (Check, and if appropriate complete, one of the following):
X The plan of merger shall be effective upon filing these Articles
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of Merger in the Department of State.
The plan of merger shall be effective on: at
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Date Hour
5. The manner in which the plan of merger was adopted by each domestic
corporation is as follows:
Name of Corporation Manner of Adoption
Better Materials Corporation Adopted by the shareholders and approved by the directors pursuant to 15 Pa.C.S. (ss) 1924(a)
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BMC Acquisition Company Adopted by the shareholders and approved by the directors pursuant to 15 Pa.C.S. (ss) 1924(a)
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6. [SECTION STRUCK OUT]
7. (Check, and if appropriate complete, one of the following):
The plan of merger is set forth in full in Exhibit A attached
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hereto and made a part hereof.
X Pursuant to 15 Pa.C.S. (ss) 1901 (relating to omission of
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certain provisions from filed plans) the provisions, if any, of
the plan of merger that amend or constitute the operative
Articles of Incorporation of the surviving corporation as in
effect subsequent to the effective date of the plan are set
forth in full in Exhibit A attached hereto and made a part
hereof.
The full text of the plan of merger is on file at the principal place
of business of the surviving corporation, the address of which is:
Swamp Road Penns Park Pennsylvania 18943 Bucks
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Number and Street City State Zip County
IN TESTIMONY WHEREOF, the undersigned corporation or each undersigned
corporation has caused these Articles of Merger to be signed by a duly
authorized officer thereof this 14th day of December, 1998.
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BMC Acquisition Company Better Materials Corporation
BY: /s/ BY:
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(Signature) (Signature)
TITLE: Vice President TITLE: President
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