Exhibit 3.22
Articles of Incorporation
(To be submitted in duplicate by an attorney)
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101
The undersigned natural person(s) of the age of eighteen or more for the
purpose of forming a corporation under The General and Business Corporation Law
of Missouri adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation is: NUMOOG, INC.
------------------------------------
ARTICLE TWO
The address, including street and number, if any, of the corporation's
initial registered office in this state is:________Barton Building, 200 South
Bemiston Avenue, St. Louis, Missouri 63105 and the name of its initial agent at
such address is: United States Corporation Company
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- -------------------------------------------------------------------------------
ARTICLE THREE
The aggregate number class and par value, if any, of shares which the
corporation shall have authority to issue shall be:
One Thousand (1,000) Shares of Common Stock,
Par Value Ten Cents ($.10) each
The preferences, qualifications, limitations, restrictions, and the special
or relative rights, including convertible rights, if any, in respect of the
shares of each class are as follows:
None
ARTICLE FOUR
The extent, if any, to which the preemptive right of a shareholder to
acquire additional shares is limited or denied.
None
ARTICLE FIVE
The name and place of residence of each incorporator is as follows:
Name Street City
Edward William Kerson 117 West 13th Street New York, N.Y.
ARTICLE SIX
(Designate which and complete the applicable paragraph)
[x] The number of directors to constitute the first board of directors is five
(5). Thereafter the number of directors shall be fixed by, or in the manner
provided in the by-laws. Any changes in the number will be reported to the
Secretary of State within thirty calendar days of such change.
or
[_] The umber of directors to constitute the board of directors is _________.
(The number of directors to constitute the board of directors must be stated
herein if there are to be less than three directors. The Persons to constitute
the first board of directors may, but need not, be named).
ARTICLE SEVEN
The duration of the corporation is Perpetual
ARTICLE EIGHT
The corporation is formed for the following purposes:
To engage in any lawful act or activity for which corporations
may be organized under the General and Business Corporation Law
of Missouri, including, but not by way of limitation, the
manufacturing, selling, and generally dealing in automobile and
truck chassis parts, leaf and coil spring parts, and other
kindred lines, and any manufacturing business or other business
related thereto.
IN WITNESS WHEREOF, these Articles of Incorporation have been signed this
21st day of October, 1977.
/s/ Edward William Kerson
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STATE OF NEW YORK
------------------------------------
SS.
COUNTY OF NEW YORK
-----------------------------------
I, Howard S. Veisz , a notary public, do hereby certify that on the 21st
day of October, 1977, personally appeared before me, Edward William Kerson, who
being by me first duly sworn, declared that he is the person who signed the
foregoing document as incorporator and that the statements therein contained are
true.
/s/ Howard S. Veisz
---------------------------
My commission expires March 30 , 1978
----------------------- --
ARTICLES OF MERGER
------------------
Pursuant to Section 447 of
the Revised Statutes of
Missouri, 1969, Title XXIII,
Chapter 351, as amended
----------------------------
NUMOOG, INC., a corporation formed under the laws of the State of Missouri
(the "Corporation"), in order to merge MOOG AUTOMOTIVE, INC., a corporation
formed under the laws of the State of Missouri ("Moog"), into itself, pursuant
to the provisions of Section 447 of the Revised Statutes of Missouri, 1969,
Title XXIII, Chapter 351, as amended (the "General and Business Corporation
Law"), does hereby certify as follows:
FIRST: The Corporation and Moog are hereby merged and the Corporation is
the surviving corporation.
SECOND: The Board of Directors of the Corporation, acting pursuant to
Section 340 (2) of the General and Business Corporation Law, by unanimous
written consent effective as of January 1, 1978, adopted resolutions approving
the plan of merger set forth in these Articles of Merger (the "Plan of Merger").
THIRD: The Plan of Merger was duly adopted pursuant to Section 447 of the
General and Business Corporation Law.
FOURTH: The parent corporation, the Corporation, owns 100 percent of the
outstanding shares of each class of Moog, and, accordingly, is in compliance
with the 90 percent ownership requirement of Section 447 of the General and
Business Corporation Law. The Corporation will maintain 100 percent ownership of
the outstanding shares of each class of Moog until the issuance of the
certificate of merger by the Secretary of State of Missouri.
FIFTH: The resolutions of the Board of Directors of the Corporation
approving the Plan of Merger, and the Plan of Merger set forth therein, are as
follows:
WHEREAS, the Corporation has acquired and now lawfully owns all of the
outstanding stock of Moog Automotive, Inc. ("Moog") and desires to merge
Moog into itself;
2
THEREFORE, BE IT RESOLVED, that effective as of the Effective Date (as
defined herein), the Corporation merge and it does hereby merge Moog with
and into itself and does hereby assume all of the obligations of Moog; and
FURTHER RESOLVED, that the officers of the Corporation be, and they
hereby are, authorized and directed to make and execute in the name of the
Corporation and under its corporate seal, and to file in the proper public
office, Articles of Merger setting forth a copy of these resolutions, and
to take such other actions and execute and deliver such other documents as
they may deem necessary or desirable in order to give effect to these
resolutions; and
FURTHER RESOLVED, that the terms and conditions of the merger of Moog
with and into the Corporation (the "Plan of Merger") are as follows:
1. The Corporation shall be the surviving corporation, and is
hereinafter sometimes referred to as the "Surviving Corporation."
2. The date on which the merger shall become effective (the
"Effective Date") shall be the opening of business on the date on which the
Secretary of State of the State of Missouri issues the certificate of
merger.
3. As of the Effective Date, the Articles of Incorporation of the
Corporation then in effect shall be amended by deleting therefrom in its
entirety paragraph FIRST thereof and substituting therefor the following:
"The name of the Corporation is MOOG AUTOMOTIVE, INC."
The Articles of Incorporation of the Corporation, as so amended, shall
continue in full force and effect as the Articles of Incorporation of the
Surviving Corporation, until altered, amended or repealed as provided by
law.
4. As of the Effective Date, the By-Laws of the Corporation then in
effect shall be amended by deleting therefrom in its entirety paragraph 1.7
thereof and substituting therefor the following:
"1.7 'Corporation' means MOOG AUTOMOTIVE, INC."
The By-Laws of the Corporation, as so amended, shall continue in full force
and effect as the By-Laws of the Surviving Corporation, until altered,
amended or repealed as provided therein or by law.
5. The number of directors of the Surviving Corporation shall be
nine until changed as provided by the By-Laws, and the directors and
officers of Moog shall continue in office as the directors and officers of
the Surviving Corporation until their successors are duly elected and
qualified under the provisions of the By-Laws of the Surviving Corporation.
6. As of the Effective Date, each share of the capital stock of Moog
shall, by virtue of the merger provided for herein and without further
action, be cancelled, and no shares shall be exchanged therefor.
7. As of the Effective Date, each share of the common stock of the
Corporation shall, by virtue of the merger provided for herein and without
further action, be converted into and be deemed to become one share of the
common stock of the Surviving Corporation, duly and validly authorized and
issued and fully paid and nonassessable. Each holder of common stock of the
Corporation, upon presentation for surrender to the Surviving Corporation
of a certificate representing shares of such common stock, shall receive
therefrom in exchange therefor a certificate representing an equal number
of shares of the common stock of the Surviving Corporation. Each share of
the Corporation's common stock held in the Corporation's treasury at the
Effective Date shall, by virtue of the merger provided for herein and
without further action, be converted into and be deemed to become one
issued but not outstanding share of common stock of the Surviving
Corporation.
3
8. As of the Effective Date, the Surviving Corporation shall possess
all of the property, rights, privileges, leases and patents, and be subject
to all of the restrictions, disabilities, duties and obligations of Moog,
without further action. The officers and directors of the Surviving
Corporation are authorized to execute all deeds, assignments and documents
of every nature that may be needed to effectuate the full and complete
transfer of ownership of the property of Moog to the Surviving Corporation.
IN WITNESS WHEREOF, these Articles of Merger have been executed in
duplicate by the Corporation this 3rd day of January, 1978.
NUMOOG, INC.
By /s/ Andrea Geisser
----------------------------------
Andrea Geisser
Vice-President
(Corporate Seal)
Attest:
/s/
- ---------------------
(Secretary)
4
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On this 3rd day of January, 1978, before me, Edward William Kerson,
Notary Public in and for said state, personally appeared Andrea Geisser, known
to me to be the person who executed the within Articles of Merger on behalf of
said corporation and acknowledged to me that he executed the same for the
purposes therein stated.
/s/ Edward William Kerson
-----------------------------
Notary Public
EDWARD WILLIAM KERSON
Notary Public, State of New York
No. 31-4647352
Qualified in New York County
Commission Expires March 30, 1979
ARTICLES OF MERGER
------------------
Pursuant to Section 447 of
the Revised Statutes of
Missouri, 1978, Title XXIII,
Chapter 351 as amended
MOOG AUTOMOTIVE, INC. (the "Corporation"), a corporation formed under the
laws of the State of Missouri, in order to merge MOOG INTERNATIONAL, INC.
("MII"), a corporation formed under the laws of the State of Missouri, and REMCO
INTERNATIONAL, INC. ("RII"), a corporation formed under the laws of the State of
Missouri, into itself, pursuant to the provisions of Section 447 of the Revised
Statutes of Missouri, 1978, Title XXIII, Chapter 351, as amended (the "General
and Business Corporation Law"), does hereby certify as follows:
FIRST: The Corporation and MII and RII are hereby merged and the
Corporation is the surviving corporation.
SECOND: The Board of Directors of the Corporation, at a regular meeting
duly called and held November 6, 1980 adopted resolutions approving the plan of
merger set forth in these Articles of Merger (the "Plan of Merger").
THIRD: The Plan of Merger was duly adopted pursuant to Section 447 of the
General and Business Corporation Law.
FOURTH: The parent corporation, the Corporation, owns 100 percent of the
outstanding shares of each class of MII and 100 percent of the outstanding
shares of each class of RII and, accordingly, is in compliance with the 90
percent ownership requirement of Section 447 of the General and Business
Corporation Law. The Corporation will maintain 100 percent ownership of the
outstanding shares of each class of MII and RII until the issuance of the
certificate of merger by the Secretary of State of Missouri.
FIFTH: The resolutions of the Board of Directors of the Corporation
approving the Plan of Merger and the Plan of Merger set forth therein are as
follows:
WHEREAS, the Corporation owns all of the outstanding stock of Moog
International, Inc. ("MII") and all of the outstanding stock of Remco
International, Inc. ("RII") and desires to merge MII and RII into itself;
THEREFORE, BE IT RESOLVED, that effective as of the Effective Date (as
defined herein) the Corporation merge and it does hereby merge MII and RII
with and into itself and does hereby assume all of the obligations of MII
and RII; and
FURTHER RESOLVED, that the officers of the Corporation be, and they
hereby are, authorized and directed to make and execute in the name of the
Corporation and under its corporate seal and to file in the proper public
office Articles of Merger setting forth a copy of these resolutions and to
take such other actions and execute and deliver such other documents as
they may deem necessary or desirable in order to give effect to these
resolutions; and
FURTHER RESOLVED, that the terms and conditions of the merger of MII
and RII with and into the Corporation (the "Plan of Merger") are as
follows:
1. The Corporation shall be the surviving corporation and is
hereinafter sometimes referred to as the "Surviving Corporation."
2. The date on which the merger shall become effective (the
"Effective Date") shall be the close of business on the date on which the
Secretary of State of the Missouri issues the certificate of merger or on
December 30, 1980, whichever is later.
3. As of the Effective Date, the Articles of Incorporation of the
Corporation then in effect shall continue in full force and effect as the
Articles of Incorporation of the Surviving Corporation until altered,
amended or repealed as provided by law.
4. The By-Laws of the Corporation in effect as of the Effective Date
shall continue in full force and effect as the By-Laws of the Surviving
Corporation until altered, amended or repealed as provided therein or by
law.
5. The number of directors of the Surviving Corporation shall be
nine until changed as provided by the By-Laws and the directors and
officers of the Corporation shall continue in office as the directors and
officers of the Surviving Corporation until their successors are duly
elected and qualified under the provisions of the By-Laws of the Surviving
Corporation.
6. As of the Effective Date, each share of the capital stock of MII
and each share of the capital stock of RII shall, by virtue of the merger
provided for herein and without further action, be cancelled and no shares
shall be exchanged therefor.
7. As of the Effective Date, each share of the common stock of the
Corporation shall, by virtue of the merger and without further action, be
converted into and be deemed to become one share of the common stock of the
Surviving Corporation, duly and validly authorized and issued and fully
paid and nonassessable. Each holder of common stock of the Corporation,
upon presentation for surrender to the Surviving Corporation of a
certificate representing shares of such common stock, shall receive
therefrom in exchange therefor a certificate representing an equal number
of shares of the common stock of the Surviving Corporation. Each share of
the Corporation's common stock held in the Corporation's treasury at the
Effective Date shall, by virtue of the merger provided for herein and
without further action, be converted into and be deemed to become an issued
but not outstanding share of common stock of the Surviving Corporation.
8. As of the Effective Date, the Surviving Corporation shall possess
all of the property, rights, privileges, leases and patents and be subject
to all of the restrictions, disabilities, duties and obligations of MII and
RII without further action. The officers and directors of the Surviving
Corporation are authorized to execute all deeds, assignments and documents
of every nature that may be needed to effectuate the full and complete
transfer of ownership of the property of MII and RII to the Surviving
Corporation.
-2-
IN WITNESS WHEREOF, these Articles of Merger have been executed in
duplicate by the Corporation this 10th day of December, 1980.
MOOG AUTOMOTIVE, INC.
By /s/ William Webster
-------------------------------
President
(Corporate Seal)
Attest:
/s/ Robert Scott
-----------------------------
Secretary
STATE OF MISSOURI )
) SS
COUNTY OF ST. LOUIS )
On this 10th day of December, 1980, before me, Gwendolyn K. Bailey, Notar
Public in and for said state, personally appeared William Webster, known to me
to be the person who executed the foregoing Articles of Merger on behalf of said
corporation and acknowledged to me that he executed the same for purposes
therein stated.
/s/ Gwendolyn K. Bailey
--------------------------
Notary Public
GWENDOLYN K. BAILEY
NOTARY PUBLIC, STATE OF MISSOURI
MY COMMISSION EXPIRES 6/20/84
ST. LOUIS COUNTY
-3-
STATEMENT OF CHANGE OF BUSINESS OFFICE OF A REGISTERED AGENT OF A
FOREIGN OR DOMESTIC CORPORATION
(Section 351.625 or Section 351.375, Subsection 4
RSMo. Supp. 1977)
To SECRETARY OF STATE.
Jefferson City, Missouri. Charter No. 195550
The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided by the provisions of "The General and Business
Corporation Act in Missouri," represents that:
1. The name of the corporation (in Missouri) is MOOG AUTOMOTIVE, INC.
2. The name of this registered agent is United States Corporation Company
3. The address, including street number, if any, of the PRESENT business
office of the registered agent is Barton Building, 200 South Bemiston Avenue,
St. Louis, MO. 63105
4. The address, including street number, if any, of the business office
of the registered agent is hereby CHANGED TO 304 East High Street, Jefferson
City, MO. 65101
5. Notice in writing of the change has been mailed by the registered
agent to the corporation named above.
6. The address of the registered office of the corporation named above
and the business office of the registered agent, as changed is identical.
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL
PERSON)
IN WITNESS WHEREOF, the undersigned registered agent has caused this report
to be executed this ________ day of ______________________________________,
19____.
----------------------------------
Signature of Registered Agent
STATE OF __________________ )
) ss.
COUNTY OF _________________ )
On this _____ day of _____________________________________, in the year 19_____,
before me, ____________________________________________________________, a
Notary Public in and for said state, personally appeared
__________________________________________________________________ known to me
to be the person who executed the within Statement of Change of Business Office
and acknowledged to me that _____ executed the same for the purposes therein
stated.
----------------------------------
(Notary Seal) Notary Public
My Commission Expires
________________________
- - - - - - - - - - - - - - - - - - - - - - - - - - - -
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A
CORPORATION)
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its
SECRETARY or ASSISTANT SECRETARY this 18th day of October, 1982.
---- ------- --
United States Corporation Company
-----------------------------------
Name of Corporation
(Corporate Seal)
(If none state none)
By s/ Daniel S. Nuter
---------------------------------
Daniel S. Nuter
Vice-President
Attest:
/s/ Catherine E. McNealy
- ------------------------------
Secretary
STATE OF New York
------------------ ) ss.
COUNTY OF New York ) ss.
----------------- )
On this 18th day of October in the year 1982, before me Ann Patalano, a
---- -------
Notary Public in and for said state, personally
appeared Daniel S. Nuter, Vice President United States Corporation
--------------- ----------------------------
Company known to me to be the person who executed the within Statement of
Change of Business Office in behalf of said corporation and acknowledged to me
that he executed the same for the purposes therein stated.
s/ Ann Patalano
---------------------------
Notary Public
(Notary Seal)
Ann Patalano
My Commission Expires Notary Public, State of New York
--------------------------------
No. 41-3030105
Qualified in Queens County
Certificate filed in New York County
Commission Expires March 30, 1983
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL
----
PERSON)
IN WITNESS WHEREOF, the undersigned registered agent has caused this report
to be executed this _____ day of ________________________________ __, 19____.
---------------------------------
Signature of Registered Agent
STATE OF _______________________________________ )
) ss.
COUNTY OF ______________________________________ )
On this _________ day of ___________________________, in the year 19____, before
me, _____________________________________________________________, a Notary
Public in and for said state, personally appeared _____________________________
known to me to be the person who executed the within Statement of Change of
Business Office in behalf of said corporation and acknowledged to me that _____
executed the same for the purposes therein stated.
--------------------
Notary Public
(Notary Seal)
My Commission Expires
____________________
- - - - - - - - - - - - - - - - - - - - - - - - - - - -
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A
----
CORPORATION)
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its
SECRETARY or ASSISTANT SECRETARY this 28th day of August , 1984.
United States Corporation Company
---------------------------------
(Corporate Seal) Name of Corporation
(If none state none)
By /s/ Daniel S. Nuter
---------------------------------
Vice-President
Attest:
- ----------------------
Secretary
STATE OF New York )
------------------------------
) ss.
COUNTY OF New York )
------------------------------
On this 28th day of August in the year 1984, before me Ann Patalano, a
Notary Public in and for said state, personally appeared Daniel S. Nuter, Vice
President United States Corporation Company known to me to be the person who
executed the within Statement of Change of Business Office in behalf of said
corporation and acknowledged to me that he executed the same for the purposes
therein stated.
/s/ Ann Patalano
--------------------------------
Notary Public
(Notary Seal)
My Commission Expires Ann Patalano
--------------------------------
Notary Public, State of New York
No. 41-3030105
Qualified in Queens County
Certificate filed in New York County
Commission Expires March 30, 1985
STATEMENT OF CHANGE OF BUSINESS OFFICE OF A REGISTERED AGENT OF A
FOREIGN OR DOMESTIC CORPORATION
(Section 351.625 or Section 351.375, Subsection 4
RSMo. Supp. 1977)
To SECRETARY OF STATE. Charter No. 195550ag
Jefferson City, Missouri.
The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided by the provisions of "The General and Business
Corporation Act in Missouri," represents that:
1. The name of the corporation (in Missouri) is MOOG AUTOMOTIVE, INC.
2. The name of this registered agent is United States Corporation Company
3. The address, including street number, if any, of the PRESENT business
office of the registered agent is 304 East High Street
Jefferson City, MO 65101
4. The address, including street number, if any, of the business office of
the registered agent is hereby CHANGED TO 300 B East High Street
Jefferson City, MO 65101
5. Notice in writing of the change has been mailed by the registered agent to
the corporation named above.
6. The address of the registered office of the corporation named above and the
business office of the registered agent, as changed, is identical.
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL
PERSON)
IN WITNESS WHEREOF, the undersigned registered agent has caused this report to
be executed this ___ day of _____________, 19__.
-----------------------------------------
Signature of Registered Agent
STATE OF _________________ )
) ss.
COUNTY OF_________________ )
On this _____ day of ______________, in the year 19__, before me,
______________________, a Notary Public in and for said state personally
appeared _______________________ known to me to be the person who executed the
within Statement of Change of Business Office and acknowledged to me that __
executed the same for the purposes therein stated.
-----------------------------------------
Notary Public
(Notary Public)
My Commission Expires _______________________
- - - - - - - - - - - - - - - - - - - - - - - - - - - -
(THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A CORPORATION)
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its
SECRETARY or ASSISTANT SECRETARY this 28th day of August, 1984.
United States Corporation Company
---------------------------------
Name of Corporation
(Corporate Seal)
(If none state none)
By /s/ Daniel S. Nuter
----------------------------------
Attest: Vice President
- -----------------------------
Secretary
STATE OF New York )
) ss.
COUNTY OF New York )
On this 28th day of August In the year 1984, before me Ann Patalano,
a Notary Public in and for said state, personally appeared
Daniel S. Nuter, Vice President United States Corporation Company
(Name) (Title) (Name of Corporation)
known to me to be the person who executed the within Statement of Change of
Business Office in behalf of said corporation and acknowledged to me that he
executed the same for the purposes therein stated.
/s/ Ann Patalano
----------------------------------
Notary Public
(Notary Seal)
My Commission Expires Ann Patalano
-----------------------
Articles of Merger
PARENT SUBSIDIARY MERGER
Section 351.447 RSMo.
(To be submitted in DUPLICATE by an Attorney)
Pursuant to the provisions of the General and Business Corporation Law of
Missouri, the undersigned corporations certify that:
(1) Moog Automotive, Inc. a Missouri
--------------------------------- ------------------------------
(Name of Corporation) (State of Incorporation)
(2) Precision Universal Joint Corp. a Delaware
--------------------------------- ------------------------------
(Name of Corporation) (State of Incorporation)
(3) a
--------------------------------- ------------------------------
(Name of Corporation) (State of Incorporation)
are hereby merged and Moog Automotive, Inc.
-------------------------------
(Name of Corporation)
a Missouri corporation, is the surviving corporation.
------------------------
(State of Incorporation)
(4) On December 13, 1984 the board of directors of Moog Automotive, Inc.
----------------- -----------------------
(Name of Corporation)
by duly adopted resolution approved the plan of merger set forth in
these articles.
(5) On December 20, 1984 the board of directors of Precision
----------------- -----------
Universal Joint Corp. by duly adopted resolution approved the plan of
---------------------
(Name of Corporation)
merger set forth in these articles.
(6) On ___________________________the board of directors of________________
__________________________ by duly adopted resolution approved the
(Name of Corporation)
plan of merger set forth in these articles.
(7) This plan of merger has been adopted pursuant to Section 351.447 RSMo.
(8) The resolution of the board of directors of the parent corporation,
------
Moog Automotive, Inc. a Missouri corporation,
--------------------- ------------------------
(Name of Corporation) (State of Incorporation)
approving the plan of merger is as follows:
a Missouri corporation, is in compliance with
------------------------ ---------
(State of Incorporation)
percent ownership requirement of Section 351.447 RSMo. And will maintain
at least 90 per cent ownership of each of the other corporations, party
to the merger, until the issuance of the Certificate of merger by the
secretary of the state of Missouri.
(10) PLAN OF MERGER
1. Moog Automotive, Inc. , a Missouri corporation, is
--------------------------- ------------------------
(Name of Corporation) (State of Incorporation)
the surviving corporation.
2. All of the property, rights, privileges, leases and patents of the
Precision Universal Joint Corp. , a Delaware
----------------------------------- ------------------------
(Name of Corporation) (State of Incorporation)
corporation, and
-------------------------------------------------------
(Name of Corporation)
corporation, shall become the property of the
------------------------
(State of Incorporation)
surviving corporation, which corporation, assumes all of the obligations
of the merging corporations(s). The officers and board(s) of directors
of the above named corporations are authorized to execute all deeds,
assignments, and documents of every nature which may be necessary or
appropriate to effectuate a full and complete transfer of ownership.
3. The officers and board of directors of the surviving corporation shall
continue in office until their successors are duly elected and qualified.
4. (To be completed if the parent corporation does not own all of the
outstanding shares of each of the subsidiary corporations party to the
merger.)
The consideration to be paid by the surviving corporation upon surrender
of each share of the subsidiary corporation(s) which is not owned by the
parent corporation is as follows:
5. (To be completed if the parent corporation is not the surviving
corporation.)
The outstanding shares of a
-------------------------------------
(Name of Corporation)
, the parent corporation, shall be exchanged for
------------------------
(State of Incorporation)
shares of the surviving corporation in the manner and on the basis set
forth below:
6. (To be completed if the surviving corporation is a Missouri corporation
and its name is to be changed.)
The name of the surviving corporation,
--------------------------------
is/is not changed as follows:
(11) (To be stated if the parent corporation is not the surviving corporation)
The proposed merger has been approved by receiving the affirmative vote of
at least two-thirds of the outstanding shares of the parent corporation
entitled to vote thereon at a meeting thereof duly called and held.
These Articles of Merger have been executed in duplicate by the _____
corporations as of the day and year hereafter acknowledged.
Moog Automotive, Inc.
------------------------------------
(Corporate Seal) (Name of Corporation)
Attest:
/s/ John Corey by /s/ William Webster
- --------------------------- --------------------------------
(Secretary) (President)
Precision Universal Joint Corp.
----------------------------------
(Corporate Seal) (Name of Corporation)
Attest:
/s/ Alex W. Wong by /s/ William Webster
- -------------------------------- ---------------------------
(Secretary) (President)
(Corporate Seal) __________________________________
(Name of Corporation)
Attest: by _______________________________
(President)
________________________________
(Secretary)
STATE OF MISSOURI )
--------------------
) ss.
COUNTY OF ST. LOUIS )
------------------
I, GWENDOLYN K. BAILEY, a notary public, do hereby certify that on this 19th
day of December, 1984, personally appeared before me WILLIAM WEBSTER, who,
being by me first duly sworn, declared that he is the PRESIDENT of PRECISION
UNIVERSAL JOINT CORP., that he signed the foregoing document as PRESIDENT of
the corporation, and that the statements therein contained are true.
(Notarial Seal) /s/ Gwendolyn K. Bailey
--------------------------------
(Notary Public)
STATE OF MISSOURI )
) ss.
COUNTY OF ST. LOUIS )
I, GWENDOLYN K. BAILEY, a notary public, do hereby certify that on this 19th
day of December, 1984, personally appeared before me WILLIAM WEBSTER, who, being
by me first duly sworn, declared that he is the PRESIDENT of PRECISION UNIVERSAL
JOINT CORP., that he signed the foregoing document as PRESIDENT of the
corporation, and that the statements therein contained are true.
(Notarial Seal) /s/ Gwendolyn K. Bailey
--------------------------------------
(Notary Public)
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I, LINDA F. DAUDEL, a notary public, do hereby certify that on this 20th day of
December, 1984, personally appeared before me ALEX W. WONG, who, being by me
first duly sworn, declared that he is the SECRETARY of PRECISION UNIVERSAL JOINT
CORP., that he signed the foregoing document as SECRETARY of the corporation,
and that the statements therein contained are true.
(Notarial Seal) /s/ Linda F. Daudel
--------------------------------------
(Notary Public)
STATEMENT OF CHANGE OF REGISTERED AGENT
OR REGISTERED OFFICE
BY A GENERAL BUSINESS CORPORATION
OR A LIMITED PARTNERSHIP
To: Honorable Roy D. Blunt
Secretary of State
State of Missouri Charter No. 00195550
P.O. Box 778
Jefferson City, MO 65102
The undersigned corporation or limited partnership, organized and
existing under the laws of the State of Missouri for the purpose of
changing its registered agent. "The General and Business Corporation Act of
Missouri." or the "Missouri Uniform Limited Partnership Law." represents
that:
1. The name of the corporation/ltd. Partnership is
Moog Automotive, Inc.
2. The name of its PRESENT registered agent (before change) is
United States Corporation Co.
3. The name of the new registered agent is John C. Corey
4. The address, including street number, if any, of its PRESENT registered
office (before change) is
300B East High Street, Jefferson City, MO 65101
5. Its registered office (including street number, if any change is to be
made) is hereby CHANGED
6565 Wells Avenue, St. Louis MO 63133
The address of its registered office and the address of the business office
of its registered agent as changed will be identical.
Such change was authorized by resolution duly adopted by the board of
directors of the corporation or by the _____ partnership.
IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its PRESIDENT or VICE PRESIDENT
of the corporation, or GENERAL PARTNER or the limited partnership, and attested
to by the assistant secretary if a corporation on the 14th day of December 1990
MOOG AUTOMOTIVE, INC.
-------------------------------------
Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state "none"
By /s/ Larry McCurdy
-------------------------------------------
President or Vice President of corporation
or
General Partner of limited partnership
Attest:
- ----------------------------------------
Secretary or Assistant Secretary
of corporation
State of Missouri
ss.
County of St. Louis
I, Margaret Nicholson a Notary Public, do hereby certify that on the 14th
day of December 1990 personally appeared before me Larry McCurdy who declares
he/she is the President or Vice President of the corporation, or a General
Partner of the limited partnership, executing the foregoing document, and being
first duly sworn, acknowledged that he/she 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/ Margaret Nicholson
-------------------------------------
Notary Public
(Notarial Seal)
My commission expires August 1, 1994
STATEMENT OF CHANGE OF REGISTERED AGENT
OR REGISTERED OFFICE
Charter No. 00195550 AG
-----------------------------
The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri For the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri," or the "Missouri
Uniform Limited Partnership Law," represents that:
(1) The name of the corporation/ltd. partnership is:
Moog Automotive, Inc.
- --------------------------------------------------------------------------------
(2) The name of its registered agent before this change is:
John C. Corey
- --------------------------------------------------------------------------------
(3) The name of new registered agent is: Glenn J. Holler
----------------------------------------
(4) The address, including street number, if any, of its registered office
before this change is:
6565 Wells Avenue, St. Louis, Missouri 63133
- --------------------------------------------------------------------------------
(5) Its registered office (including street number, if any change is to be made)
is hereby CHANGED TO:
SAME
- --------------------------------------------------------------------------------
(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 adopted by the board of
directors of the corporation or by the limited partnership.
IN WITNESS WHEREOF, the undersigned corporation or limited partnership has
caused this report to be executed in its name by its PRESIDENT or VICE PRESIDENT
of the corporation, or GENERAL PARTNER or the limited partnership, an attested
to by the assistant secretary if a corporation on the 9th day of April 1992.
MOOG AUTOMOTIVE, INC.
-----------------------------------------------
Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state "none"
By /s/ L.W. McCurdy
-----------------------------------------------
President or Vice President of corporation
or
General Partner of limited partnership
Attest:
/s/ Glenn J. Holler
- --------------------------------------
Secretary or Assistant Secretary
of corporation
State of Missouri
SS
County of St. Louis
I, B.L. Burd, a Notary Public, do hereby certify that on the 9th day of
April, 1992 personally appeared before me L.W. McCurdy who declares he is the
President of the corporation, executing 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/ B.L. Burd
-----------------------------------------------
Notary Public
(Notarial Seal)
My commission expires November 27, 1995
SECRETARY OF STATE
P.O. Box 778
JEFFERSON CITY, MO 65102
STATEMENT OF CHANGE OF REGISTERED AGENT
OR REGISTERED OFFICE
Charter No. 195550
-----------
The undersigned corporation or limited partnership, organized and existing under
the laws of the State of Missouri for the purpose of changing its registered
agent "The General and Business Corporation Act of Missouri" or the "Missouri
Uniform Limited Partnership Law," represents that:
(1) The name of the corporation is:
Moog Automotive, Inc.
(2) The name of its registered agent before this change is:
Glenn J. Holler
(3) The name of new registered agent is:
C T CORPORATION SYSTEM
(4) The address, including street number, if any, of its registered office
before this change is:
6565 Wells Avenue, St. Louis, Missouri 63133
(5) Its registered office (including street number, if any change is to be
made) is hereby CHANGED TO:
906 Olive Street, St. Louis, Missouri 63101
(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 adopted by the board of
directors of the corporation or by the limited partnership.
IN WITNESS WHEREOF, the undersigned corporation has caused this report to be
executed in its name by its VICE PRESIDENT of the corporation, and attested to
by the secretary if a corporation on the 16th day of November , 1992
MOOG AUTOMOTIVE, INC.
---------------------------------------------
Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state "none"
By /s/ Diane K. Schumacher
---------------------------------------------
Vice President of corporation
or
D. Bradley McWilliams, Vice/President
Attest:
/s/ Diane K. Schumacher
- -----------------------------
Secretary of corporation
State of TEXAS
SS
County of HARRIS
I, Linda F. Hartdegen a Notary Public, do hereby certify that on the 16th day
of November , 1992 personally appeared before me D. Bradley McWilliams who
declares he is the Vice President of the corporation, executing 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/ Linda F. Hartdegen
----------------------------------------
Notary Public for the State of Texas
Linda F. Hartdegen
(Notarial Seal)
My commission expires August 4, 1994
SECRETARY OF STATE
P.O. Box 778
JEFFERSON CITY, MO 65102
AMENDMENT OF ARTICLES OF INCORPORATION
(To be submitted in duplicate)
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Moog Automotive, Inc. The name under
which it was originally organized was Numoog, Inc.
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on December 17, 1997
3. Article Number One is amended to read as follows:
the name of the corporation is: Moog Automotive Products, Inc.
3.a. The Amendment herein provided for shall be effective January 1, 1998.
4. ____________________________ shares outstanding 100 or such shares were
entitled to vote on such amendment. The number of outstanding shares of any
class entitled to vote thereon as a class were as follows:
Class Number of Outstanding Shares
Common 100
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
Common 100 0
6. If the amendment changed the number or par value of authorized shares
having a par value, the amount in dollars of authorized shares having a par
value as changed is:
If the amendment changed the number of authorized shares without par value,
the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
7. If the amendment provides for an 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, the
following is a statement of the manner in which such reduction shall be
effected:
IN WITNESS WHEREOF, the undersigned, Randall B. Ammerman
---------------------------------
President or
has executed this instrument and its
- -------------------------------------------
Karen E. Herbert has affixed its
- ----------------------------------------------------------------
Secretary or Assistant Secretary
corporate seal hereto and attested said seal on the 17th day of December
------ ----------
19 97 .
----
Place
CORPORATE SEAL
Here
(If no seal, state "None.") Moog Automotive, Inc.
---------------------------------------
Name of Corporation
ATTEST: Karen E. Herbert Randall B. Ammerman
/s/ Karen E. Herbert By /s/ Randall B. Ammerman
- -------------------------------- ------------------------------------
Secretary or Assistant Secretary President or Vice President
State of Texas
------------------------
County of Harris
-----------------------
I, Barbara W. Widra , Notary Public do hereby certify that on this
------------------------
17th day of December , 19 97 , personally appeared before me
- --------- --------------- ----
Randall B. Ammerman and Karen E. Herbert who, being by me first duly sworn,
- ------------------------------------------
declared that he is the Vice President and Assistant Secretary
--------------------------------------------------------
of Moog Automotive, Inc.
----------------------------------------------------------------------------
that he signed the foregoing documents as Vice President and Assistant
--------------------------------------
Secretary of the corporation, and that the statements therein contained are
- ----------
true.
/s/ Barbara A. Widra
--------------------------------------
Notary Public
My commission expires October 7, 2000
----------------
ARTICLES OF MERGER
-1-
OF
WAGNER ELECTRIC CORPORATION
INTO
MOOG AUTOMOTIVE, INC.
The undersigned corporations, pursuant to the provisions of the General and
Business Corporation Law of Missouri as amended, hereby execute the following
articles of merger.
ARTICLE I
the names of the corporations proposing to merge and the names of the
States under the law of which such corporations are organized, are as follows:
Name of Corporation State of Incorporation
- ------------------- ----------------------
Moog Automotive, Inc. Missouri
Wagner Electric Corporation Delaware
ARTICLE II
The laws of Delaware, under which the above foreign corporation is
organized, permit such merger.
ARTICLE III
The name of the surviving corporation shall be Moog Automotive, Inc. and it
shall be governed by the laws of the State of Missouri.
ARTICLE IV
The plan of merger is as follows:
PLAN OF MERGER OF WAGNER ELECTRIC CORPORATION
INTO MOOG AUTOMOTIVE, INC.
WHEREAS, the Boards of Directors and shareholders of Wagner Electric
Corporation and Moog Automotive, Inc. have decided that it is in the best
interest of such corporations and their shareholders to merge Wagner Electric
Corporation with and into Moog Automotive, Inc.,
NOW THEREFORE, the above named corporations agree as follows:
1. Effective January 1, 1997 (the "Effective Date"), Wagner Electric
Corporation, a Delaware corporation, (Wagner Electric Corporation referred
to as the "merging corporation") shall merge into Moog Automotive, Inc., a
Missouri Corporation (the "surviving corporation").
2. All of the property, rights, privileges, leases and patents of the
merging corporation are to be transferred to and become the property of the
surviving corporation. The Officers and Boards of Directors of the above
named corporations are authorized to execute all deeds, assignments, and
documents of every nature which may be needed to effectuate a full and
complete transfer of ownership.
3. The Officers and Board of Directors of Moog Automotive, Inc. shall
continue in office until their successors are duly elected and qualified
under the provisions of the bylaws of the surviving corporation.
4. The outstanding shares of the merging corporation shall be cancelled.
-2-
5. The articles of incorporation of the surviving corporation as in effect
immediately prior to the merger shall be the articles of incorporation of
the surviving corporation after the merger.
6. The state of incorporation of the surviving corporation shall be and
remain the State of Missouri.
7. The name of the surviving corporation shall be "Moog Automotive, Inc."
8. The bylaws of the surviving corporation as in effect immediately prior
to the merger shall be and constitute the bylaws of the surviving
corporation until the same shall be properly altered, amended or repealed.
9. As to each corporation participating in the merger, the designation and
number of outstanding shares of each class and series, the class or series
of shares entitled to vote on the merger and each class and series entitled
to vote on the merger as a series, are set forth below:
Designation and Number of
Outstanding Shares in Each Class or Series of Share Class or Series
Name of Corporation Class or Series Entitled to Vote to Vote as a Class
- ----------------------------- -------------------------- ------------------------ ------------------
Wagner Electric Corporation 1,078 Common Common N/A
Moog Automotive, Inc. 100 Common Common N/A
10. A copy of this Plan of Merger is on file at the office of the
surviving corporation at 6565 Wells Avenue, St. Louis, Missouri 63133 and
will be furnished by the surviving corporation, on request and without
cost, to any shareholder of the merging corporation or the surviving
corporation.
11. The merging corporation and the surviving corporation shall take or
cause to be taken, all action, or do or cause to be done, all things
necessary, proper or advisable to consummate and make effective the merger.
12. If at any time the surviving corporation shall consider or be advised
that any further assignment or assurance in law is necessary or desirable
to vest in the surviving corporation the title and property or rights of
the merging corporation, the proper officers and directors of the merging
corporation shall execute and make all such proper assignments and
assurances in law and do all things necessary or proper to vest such
property or rights in the surviving corporation, and otherwise to carry out
the purposes of this Plan of Merger, and the proper officers and directors
of the surviving corporation, are fully authorized in the name of the
merging corporation, or otherwise, to take any and all such action.
ARTICLE V
(i) The Board of Directors of Moog Automotive, Inc. by unanimous written
consent dated December 16, 1996 approved the Plan of Merger set forth in
these Articles, which Plan was also approved by written consent of the sole
shareholder of Moog Automotive, Inc. dated December 16, 1996.
(ii) The Board of Directors of Wagner Electric Corporation by unanimous written
consent dated December 16, 1996 approved the Plan of Merger set forth in
these Articles, which Plan was also approved by written consent of the sole
shareholder of Wagner Electric Corporation dated December 16, 1996.
-3-
ARTICLE VI
As to each corporation, the number of shares outstanding and the number of
shares entitled to vote are:
Total Number of Total Number of Shares
Name of Corporation Shares Outstanding Entitled to Vote
------------------- ------------------ ----------------------
Moog Automotive, Inc. 100 100
Wagner Electric Corporation 1,078 1,078
ARTICLE VII
As to each corporation, the number of shares voted for and against the
plan, respectively are:
Total Shares Total Shares
Name of Corporation Voted For Voted Against
------------------- ------------ -------------
Moog Automotive, Inc. 100 -0-
Wagner Electric Corporation 1,078 -0-
ARTICLE VIII
All provisions of the law of the State of Missouri and the law of the State
of Delaware applicable to the proposed merger have been complied with.
IN WITNESS WHEREOF, Moog Automotive, Inc., a corporation existing under the
laws of the State of Missouri, has caused these Articles of Merger to be
executed in its name by its Vice President, and its corporate seal to be thereto
affixed, attested by its Assistant Secretary this 19th day of December, 1996.
MOOG AUTOMOTIVE, INC.
[SEAL] /s/ Randall B. Ammerman
--------------------------------------
By: Randall B. Ammerman
Vice President
ATTEST:
/s/ Karen E. Herbert
- ----------------------------------------
By: Karen E. Herbert
Assistant Secretary
-4-
IN WITNESS WHEREOF, Wagner Electric Corporation, a corporation existing under
the laws of the State of Delaware, has caused these Articles of Merger to be
executed in its name by its Vice President, and its corporate seal to be thereto
affixed, attested by its Assistant Secretary, this 19th day of December, 1996.
WAGNER ELECTRIC CORPORATION
[SEAL]
/s/ Randall B. Ammerman
------------------------------------------
By: Randall B. Ammerman
ATTEST: Vice President
/s/ Karen E. Herbert
----------------------------------
By: Karen E. Herbert
Assistant Secretary
-5-
STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on the 19th day of December,
1996 by Randall B. Ammerman, Vice President of Moog Automotive, Inc., a Missouri
corporation, and Wagner Electric Corporation, a Delaware corporation, on behalf
of said corporations.
/s/ Diane Dover
----------------------------------------------
Notary Public in and for
Harris County, Texas
STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on the 19th day of December,
1996 by Randall B. Ammerman, Vice President of Moog Automotive, Inc., a Missouri
corporation, and Wagner Electric Corporation, a Delaware corporation, on behalf
of said corporations.
/s/ Diane Dover
----------------------------------------------
Notary Public in and for
Harris County, Texas
-6-
ARTICLES OF MERGER
OF
AUTO COMPONENTS, INC.
D. J. T. REALTY CO.
GENERAL DRIVESHAFT CO.
M/E AUTOMOTIVE CORP.
MOOG AUTOMOTIVE GROUP, INC.
MOOG AUTOMOTIVE INVESTMENT, INC.
ROLERO-OMEGA, INC.
INTO
MOOG AUTOMOTIVE, INC.
The undersigned corporations, pursuant to the provisions of "The General
and Business Corporation Law of Missouri" as amended, hereby execute the
following articles of merger:
ARTICLE ONE
The names of the corporations proposing to merge and the names of the
States under the law of which such corporations are organized, are as follows:
Name of Corporation State of Incorporation
------------------- ----------------------
Moog Automotive, Inc. Missouri
Auto Components, Inc. Illinois
D. J. T. Realty Co. Delaware
General Driveshaft Co. Michigan
M/E Automotive Corp. Delaware
Moog Automotive Group, Inc. Delaware
Moog Automotive Investment, Inc. Delaware
Rolero-Omega, Inc. Delaware
ARTICLE TWO
The laws of Illinois, Delaware and Michigan under which the above foreign
corporations are organized, permit such merger.
ARTICLE THREE
The name of the surviving corporation shall be Moog Automotive, Inc. and it
shall be governed by the laws of the State of Missouri.
ARTICLE FOUR
The plan of merger is as follows:
PLAN OF MERGER
OF
AUTO COMPONENTS, INC.
D. J. T. REALTY CO.
GENERAL DRIVESHAFT CO.
M/E AUTOMOTIVE CORP.
MOOG AUTOMOTIVE GROUP, INC.
MOOG AUTOMOTIVE INVESTMENT, INC.
ROLERO-OMEGA, INC.
INTO
MOOG AUTOMOTIVE, INC.
WHEREAS, Moog Automotive Group, Inc. owns one hundred percent of the
outstanding capital stock of Moog Automotive Investment, Inc.; Moog Automotive
Investment, Inc. owns one hundred percent of the outstanding capital stock of
Moog Automotive, Inc.; and Moog Automotive, Inc. owns one hundred percent of the
outstanding capital stock of each of Auto components, Inc., D. J. T. Realty Co.,
General Driveshaft Co., M/E Automotive Corp. and Rolero-Omega, Inc.; and
WHEREAS, the Board of Directors and shareholders of each of the above named
corporations have decided that it is in the best interests of such corporations
and their shareholders to merge with Moog Automotive, Inc., the survivor;
NOW THEREFORE, the above named corporations agree as follows:
1. Effective December 31, 1993 (the "Effective Date"), Auto Components,
Inc., an Illinois corporation, D. J. T. Realty Co., a Delaware corporation,
General Driveshaft Co., a Michigan corporation, M/E Automotive Corp., a
Delaware corporation, Moog Automotive Group, Inc., a Delaware corporation,
Moog Automotive Investment, Inc., a Delaware corporation, and Rolero-Omega,
Inc., a Delaware corporation, (the foregoing corporations referred to
collectively as the "merging corporations") shall merge into Moog
Automotive, Inc., a Missouri Corporation (the "surviving corporation").
2. All of the property, rights, privileges, leases and patents of the
merging corporations are to be transferred to and become the property of
Moog Automotive, Inc., the surviving corporation. The Officers and Board of
Directors of the above named corporations are authorized to execute all
deeds, assignments, and documents of every nature which may be needed to
effectuate a full and complete transfer of ownership.
3. The Officers and Board of Directors of Moog Automotive, Inc. shall
continue in office until their successors are duly elected and qualified
under the provisions of the bylaws of the surviving corporation.
4. a. The outstanding shares of Auto Components, Inc., D. J. T. Realty
Co., General Driveshaft Co., M/E Automotive Corp., Moog Automotive
Investment, Inc., Rolero-Omega, Inc. and Moog Automotive, Inc.
shall be cancelled.
b. The outstanding shares of Moog Automotive Group, Inc., the ultimate
parent of each of the merging corporations (other than itself) and
Moog Automotive, Inc. , shall be exchanged for shares of Moog
Automotive, Inc., the surviving corporation, on the following
basis:
-2-
Each outstanding share of Common Stock, $.01 par value each, of
Moog Automotive Group, Inc. shall be exchanged for one share of
Common Stock, $.10 par value each, of Moog Automotive, Inc.
5. The articles of incorporation of the surviving corporation are not
amended.
6. The state of incorporation of the surviving corporation shall be and
remain in the State of Missouri.
7. The name of the surviving corporation shall be "Moog Automotive, Inc."
8. the bylaws of Moog Automotive, Inc. as in effect immediately prior to
the merger shall be and constitute the bylaws of the surviving corporation
until the same shall be properly altered, amended or repealed.
9. As to each corporation participating in the merger, the designation and
number of outstanding shares of each class and series, the class or series
of shares entitled to vote on the merger and each class and series entitled
to vote on the merger as a series, are set forth below:
Class
Designation and or Series
Number of Outstanding Class or Series Entitled to
Shares of Each Class Of Shares Entitled Vote as
Name of Corporation or Series to Vote a Class
- ------------------- --------------------- ------------------ -----------
Auto Components, Inc. 50,000 Common Common N/A
D. J. T. Realty Co. 15,000 Class A Common Class A Common N/A
30,000 Class B Common
General Driveshaft Co. 1,000 Common Common N/A
M/E Automotive Corp. 100 Common Common N/A
Moog Automotive Group, Inc. 100 Common Common N/A
Moog Automotive Investment, Inc. 18,600 Class A Common Class B Common N/A
20,000 Class B Common
Rolero-Omega, Inc. 15 Common Common N/A
Moog Automotive, Inc. 100 Common Common N/A
10. A copy of this Plan of Merger will be furnished by the surviving
corporation, on request and without cost, to any shareholder of any of the
merging corporations or the surviving corporation.
11. Each of the merging corporations and the surviving corporation shall
take or cause to be taken, all action, or do or cause to be done, all
things necessary, proper or advisable to consummate and make effective the
merger.
12. If at any time the surviving corporation shall consider or be advised
that any further assignment or assurance in law is necessary or desirable
to vest in the surviving corporation the title and property or rights of
the merging corporations, the proper officers and directors of the merging
corporations shall execute and make all such proper assignments and
assurances in law and do all things necessary or proper to vest such
property or rights in the surviving corporation, and otherwise to carry out
the purposes of this Plan of Merger, and the proper officers and directors
of the surviving corporation are fully authorized in the name of the
merging corporations, or otherwise, to take any and all such action.
-3-
ARTICLE FIVE
(i) The Board of Directors of Moog Automotive, Inc. by unanimous written
consent resolution of the members of such Board approved the Plan of
Merger set forth in these Articles, which Plan thereafter was
approved by written consent of the sole shareholder of Moog
Automotive, Inc.
(ii) The Board of Directors of Auto Components, Inc. by unanimous written
consent resolution of the members of such Board approved the Plan of
Merger set forth in these Articles, which Plan thereafter was
approved by written consent of the sole shareholder of Auto
Components, Inc.
(iii) The Board of Directors of D. J. T. Realty Co. by unanimous written
consent resolution of the members of such Board approved the Plan of
Merger set forth in these Articles, which Plan thereafter was
approved by written consent of the sole shareholder of D. J. T.
Realty Co.
(iv) The Board of Directors of General Driveshaft Co. by unanimous
written consent resolution of the members of such Board approved the
Plan of Merger set forth in these Articles, which Plan thereafter
was approved by written consent of the sole shareholder of General
Driveshaft Co.
(v) The Board of Directors of M/E Automotive Corp. by unanimous written
consent resolution of the members of such Board approved the Plan of
Merger set forth in these Articles, which Plan thereafter was
approved by written consent of the sole shareholder of M/E
Automotive Corp.
(vi) The Board of Directors of Moog Automotive Corp. Inc. by unanimous
written consent resolution of the members of such Board approved the
Plan of Merger set forth in these Articles, which Plan thereafter
was approved by written consent of the sole shareholder of Moog
Automotive Group, Inc.
(vii) The Board of Directors of Moog Automotive Investment, Inc. by
unanimous written consent resolution of the members of such Board
approved the Plan of Merger set forth in these Articles, which Plan
thereafter was approved by written consent of the sole shareholder
of Moog Automotive Investment, Inc.
(viii) The Board of Directors of Rolero-Omega, Inc. by unanimous written
consent resolution of the members of such Board approved the Plan of
Merger set forth in these Articles, which Plan thereafter was
approved by written consent of the sole shareholder of Rolero-Omega,
Inc.
ARTICLE SIX
As to each corporation, the number of shares outstanding and the number of
shares entitled to vote are:
-4-
Total Number
Total Number of Shares
of Shares Entitled to
Name of Corporation Outstanding Vote
------------------- ----------- -----------
Moog Automotive, Inc. 100 100
Auto Components, Inc. 50,000 50,000
D. J. T. Realty Co. 45,000 15,000
General Driveshaft Co. 1,000 1,000
M/E Automotive Corp. 100 100
Moog Automotive Group, Inc. 100 100
Moog Automotive Investment, Inc. 38,600 20,000
Rolero-Omega, Inc. 15 15
ARTICLE SEVEN
As to each corporation, the number of shares voted for and against the
plan, respectively are:
Total Shares Total Shares
Name of Corporation Voted For Voted Against
- ------------------- ------------ -------------
Moog Automotive, Inc. 100 - 0 -
Auto Components, Inc. 50,000 - 0 -
D. J. T. Realty Co. 15,000 - 0 -
General Driveshaft Co. 1,000 - 0 -
M/E Automotive Corp. 100 - 0 -
Moog Automotive Group, Inc. 100 - 0 -
Moog Automotive Investment, Inc. 20,000 - 0 -
Rolero-Omega, Inc. 15 - 0 -
ARTICLE EIGHT
All provisions of the law of the State of Missouri and the States of
Illinois, Delaware and Michigan applicable to the proposed merger have been
complied with.
-5-
IN WITNESS WHEREOF, said Moog Automotive, Inc. a corporation existing under
the laws of the State of Missouri, has caused these Articles to be executed in
its name by its Vice President, and its corporate seal to be thereto affixed,
attested by its Assistant Secretary this 22nd day of December 1993.
Moog Automotive, Inc.
/s/ D. Bradley McWilliams
--------------------------
(CORPORATE SEAL) By: D. Bradley McWilliams
Vice President
Attest:
/s/ Karen E. Herbert
- ---------------------
Assistant Secretary
IN WITNESS WHEREOF, said Auto Components, Inc., a corporation existing
under the laws of the State of Illinois, has caused these Articles to be
executed in its name by its Vice President and its corporate seal to be thereto
affixed, attested by its Assistant Secretary this 22nd day of December 1993.
Auto Components, Inc.
/s/ D. Bradley McWilliams
--------------------------
By: D. Bradley McWilliams
(CORPORATE SEAL) Vice President
Attest:
/s/ Karen E. Herbert
- ------------------------
By: Karen E. Herbert
Assistant Secretary
IN WITNESS WHEREOF, said D. J. T. Realty Co., a corporation existing under the
laws of the State of Delaware, has caused these Articles to be executed in its
name by its Vice President and its corporate seal to be thereto affixed,
attested by its Secretary this 22nd day of December 1993.
D. J. T. Realty Co.
/s/ D. Bradley McWilliams
-------------------------
(CORPORATE SEAL) By: D. Bradley McWilliams
Vice President
Attest:
/s/ Karen E. Herbert
- ------------------------
By: Karen E. Herbert
Secretary
-6-
IN WITNESS WHEREOF, said General Driveshaft Co., a corporation existing
under the laws of the State of Michigan, has caused these Articles to be
executed in its name by its Vice President and its corporate seal to be thereto
affixed, attested by its Assistant Secretary this 22nd day of December 1993.
General Driveshaft Co.
/s/ D. Bradley McWilliams
-------------------------
(CORPORATE SEAL) By: D. Bradley McWilliams
Vice President
Attest:
/s/ Karen E. Herbert
- -----------------------------
By: Karen E. Herbert
Assistant Secretary
IN WITNESS WHEREOF, said Moog Automotive Investment, Inc., a corporation
existing under the laws of the State of Delaware, has caused these Articles to
be executed in its name by its President and its corporate seal to be thereto
affixed, attested by its Assistant Secretary this 22nd day of December 1993.
Moog Automotive Investment, Inc.
/s/ D. Bradley McWilliams
----------------------------
(CORPORATE SEAL) By: D. Bradley McWilliams
President
Attest:
/s/ Karen E. Herbert
- -------------------------------
By: Karen E. Herbert
Assistant Secretary
IN WITNESS WHEREOF, said Moog Automotive Group, Inc. a corporation existing
under the laws of the State of Delaware, has caused these Articles to be
executed in its name by its President and its corporate seal to be thereto
affixed, attested by its Assistant Secretary this 22nd day of December 1993.
Moog Automotive Group, Inc.
NO SEAL IN EXISTENCE
- --------------------
(CORPORATE SEAL) /s/ D. Bradley McWilliams
----------------------------
By: D. Bradley McWilliams
Attest: Vice President
/s/ Karen E. Herbert
- -------------------------------
By: Karen E Herbert
Assistant Secretary
-7-
IN WITNESS WHEREOF, said Moog Automotive Investment, Inc., a corporation
existing under the laws of the State of Delaware, has caused these Articles to
be executed in its name by its President and its corporate seal to be thereto
affixed, attested by its Assistant Secretary this 22nd day of December 1993.
Moog Automotive Investment, Inc.
NO SEAL IN EXISTENCE
/s/ D. Bradley McWilliams
-----------------------------
(CORPORATE SEAL) By: D. Bradley McWilliams
Vice President
Attest:
/s/ Karen E. Herbert
- --------------------------
By: Karen E. Herbert
Assistant Secretary
IN WITNESS WHEREOF, said Rolero-Omega, Inc. a corporation existing under
the laws of the State of Delaware, has caused these Articles to be executed in
its name by its Vice President and its corporate seal to be thereto affixed,
attested by its Assistant Secretary this 22nd day of December 1993.
Rolero-Omega, Inc.
/s/ D. Bradley McWilliams
-----------------------------
(CORPORATE SEAL) By: D. Bradley McWilliams
Vice President
Attest:
/s/ Karen E. Herbert
- --------------------------
By: Karen E. Herbert
Assistant Secretary
-8-
STATE OF TEXAS )
)
COUNTY OF HARRIS )
I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of
December, 1993, personally appeared before me D. Bradley McWilliams, who, being
by me first duly sworn declared that he is the Vice President of Moog
Automotive, Inc., that he signed the forgoing document as Vice President of the
corporation, and that the statements therein contained are true.
/s/ Diane Dover
---------------------
Notary Public
My Commission Expires: 8/16/96.
STATE OF TEXAS )
)
COUNTY OF HARRIS )
I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of
December, 1993, personally appeared before me D. Bradley McWilliams, who, being
by me first duly sworn declared that he is the Vice President of Auto
Components, Inc., that he signed the foregoing document as Vice President of the
corporation, and that the statements therein contained are true.
/s/ Diane Dover
---------------------
Notary Public
My Commission Expires: 8/16/96.
-9-
STATE OF TEXAS )
)
COUNTY OF HARRIS )
I, Diane Dover, a Notary Public, do hereby certify that on this22nd day of
December, 1993, personally appeared before me D. Bradley McWilliams, who, being
by me first duly sworn declared that he is the Vice President of D. J. T. Realty
Co., that he signed the forgoing document as Vice President of the corporation,
and that he statements therein contained are true.
/s/ Diane Dover
-------------------
Notary Public
My Commission Expires: 8/16/96.
STATE OF TEXAS )
)
COUNTY OF HARRIS )
I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of
December, 1993, personally appeared before me D. Bradley McWilliams, who, being
by me first duly sworn declared that he is the Vice President of General
Driveshaft Co., that he signed the foregoing document as Vice President of the
corporation, and that the statements therein contained are true.
/s/ Diane Dover
---------------------
Notary Public
My Commission Expires: 8/16/96.
-10-
STATE OF TEXAS )
)
COUNTY OF HARRIS )
I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of
December, 1993, personally appeared before me D. Bradley McWilliams, who, being
by me first duly sworn declared that he is the Vice President of M/E Automotive
Corp., that he signed the forgoing document as Vice President of the
corporation, and that he statements therein contained are true.
/s/ Diane Dover
-------------------
Notary Public
My Commission Expires: 8/16/96.
STATE OF TEXAS )
)
COUNTY OF HARRIS )
I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of
December, 1993, personally appeared before me D. Bradley McWilliams, who, being
by me first duly sworn declared that he is the Vice President of Moog Automotive
Group, Inc., that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
/s/ Diane Dover
--------------------
Notary Public
My Commission Expires: 8/16/96.
-11-
STATE OF TEXAS )
)
COUNTY OF HARRIS )
I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of
December, 1993, personally appeared before me D. Bradley McWilliams, who, being
by me first duly sworn declared that he is the Vice President of Moog
Automotive, Inc., that he signed the forgoing document as President of the
corporation, and that he statements therein contained are true.
/s/ Diane Dover
-----------------------------------------
Notary Public
My Commission Expires: 8/16/96.
STATE OF TEXAS )
)
COUNTY OF HARRIS )
I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of
December, 1993, personally appeared before me D. Bradley McWilliams, who, being
by me first duly sworn declared that he is the Vice President of Rolero-Omega,
Inc., that he signed the foregoing document as Vice President of the
corporation, and that the statements therein contained are true.
/s/ Diane Dover
-----------------------------------------
Notary Public
My Commission Expires: 8/16/96.
-12-
Amendment of Articles of Incorporation
(To be submitted in duplicate)
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned Corporation certifies the following:
1. The present name of the Corporation is Moog Automotive Products, Inc.
______________________________________
The name under which it was originally organized was Numoog, Inc.
_________________________
2. An amendment to the Corporation's Articles of Incorporation was adopted by
the shareholders on October 20, 1998.
3. Article Number 1 is amended to read as follows:
---------
The name of the corporation shall be "Federal-Mogul Products, Inc."
shares outstanding, 120
- ------------------------------- -----------------------------
shares were entitled to vote on such amendment.
The number of outstanding shares of any class entitled to vote thereon as a
class were as follows:
Class Number of Outstanding Shares
COMMON 120
5. The number of shares voted for and against the amendment was as follows:
Class No. Voted For No. Voted Against
COMMON 120
6. If the amendment changed the number or par value of authorized shares having
a par value, the amount in dollars of authorized shares having a par value as
changed is:
no change
If the amendment changed the number of authorized shares without par value,
the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:
no change
7. If the amendment provides for an 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, the following is a
statement of the manner in which such reduction shall be effected:
no change
(Page 2)
IN WITNESS WHEREOF, the undersigned,
THOMAS W. RYAN VICE PRESIDENT has executed this instrument
- ---------------------------------------------------
and David M. Sherbin Asst. Secy. has affixed its corporate seal hereto and
------------------------------
attested said seal on the 22nd day of October, 1998
------------------------ --------------- --
Place
CORPORATE SEAL
Here
(If no seal, state "None")
Moog Automotive Products, Inc.
---------------------------------------
Name of Corporation
ATTEST:
/s/ David M. Sherbin By /s/ Thomas W. Ryan
- ------------------------------------- ---------------------------------------
Secretary or Assistant Secretary President or Vice President
State of Michigan )
-------------------------------
) ss.
County of Oakland )
------------------------------
I, SARA CARPENTER, a Notary Public, do hereby certify that on this 2nd day
of October, 1998, personally appeared before me Thomas W. Ryan and David M.
Sherbin who, being by me first duly sworn, declared that he is the Vice
President and Assistant Secretary of Moog Automotive Products, Inc., that he
signed the foregoing documents as Vice President and Assistant Secretary of the
corporation, and that the statements therein contained are true.
(Notarial Seal) /s/ Sara Carpernter
----------------------------------
Notary Public
My commission expires 12/01/01
------------
(Page 3)
ARTICLES OF MERGER
(Section 351.447, RSMo)
(To be submitted in duplicate)
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned corporation certify the following:
(1) That Federal-Mogul Products, Inc. of Missouri
------------------------------------------------------- ------------
(Name of Corporation)
(2) That Federal-Mogul Redevelopment Corporation of Missouri
------------------------------------------------------- ------------
(Name of Corporation)
(3) That of
_______________________________________________________ ------------
(Name of Corporation)
are hereby merged and that the above named Federal-Mogul Products, Inc.
--------------------------------
is the surviving corporation. (Name of Corporation)
(4) That the Board of Directors of
--------------------------------------------
(Name of Corporation)
met on and by resolution adopted by a majority vote of the members of such
board approved the Plan of Merger set forth in these articles.
(5) That the Board of Directors of Federal-Mogul Products, Inc. by
unanimous written consent dated
---------------------------------------------------------------------------
(Name of Corporation)
Nov. 20, 1998 and approved the Plan of Merger set forth in these articles.
-------------
(6) That the Board of Directors of Federal-Mogul Redevelopment Corporation, by
unanimous written consent
---------------------------------------------------------------------------
(Name of Corporation)
dated Nov. 20, 1998 and approved the Plan of Merger set forth in these
articles.
(7) That this Plan of Merger has been adopted pursuant to Section 351.447,
RSMo.
(8) That the resolution of the Board of Directors of the parent corporation,
Federal-Mogul Products, Inc., approving the Plan of Merger is as follows:
See Annex A attached hereto.
(9) That the parent corporation, Federal-Mogul Products, Inc. is in compliance
with the 90 percent ownership requirement of Section 351.447, RSMo, and
will maintain at least 90 percent ownership of each of the other
corporations, party to the merger, until the issuance of the Certificate of
Merger by the Secretary of State of the State of Missouri.
(10) PLAN OF MERGER
1. Federal-Mogul Products, Inc. of Missouri
----------------------------------------------- ----------------------
is the survivor.
2. All of the property, rights, privileges, leases and patents of the
Federal-Mogul Redevelopment Corporation and ___________________________
Corporation are to be transferred to and become the property of
Federal-Mogul Products, Inc. the survivor. The officers and board of
directors of the above named corporations are authorized to execute all
deeds, assignments, and documents of every nature which may be needed
to effectuate a full and complete transfer of ownership.
3. The officers and board of directors of Federal-Mogul Products, Inc. shall
continue in office until their successors are duly elected and qualified
under the provisions of the by-laws of the surviving corporation.
4. (To be completed if the parent corporation does not own all of the
outstanding shares of each of the subsidiary corporations party to the
merger.)
The consideration paid by the surviving corporation upon surrender of
each share of the subsidiary corporation(s) which is not owned by the parent
corporation is as follows:
N/A
5. (To be completed if the parent corporation is not the surviving corporation.)
a. The outstanding shares of N/A parent corporation, shall be
exchanged for shares of surviving corporation on the following basis:
b. The proposed merger has been approved by receiving the affirmative vote of
at least two-thirds of the outstanding shares of N/A,
parent corporation, entitled to vote thereon at a meeting thereof duly
called and held on
at
------------------------------- --------------------------------------.
6. It is agreed that, upon and after the issuance of a certificate of merger by
the Secretary of State of the State of Missouri:
a. The surviving corporation may be served with process in the State of
Missouri in any proceeding for the enforcement of any obligation of any
corporation organized under the laws of the State of Missouri which is a
party to the merger 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 Missouri against the surviving corporation;
b. The Secretary of State of the State of Missouri shall be and hereby is
irrevocably appointed as the agent of the surviving corporation to accept
service of process in any such proceeding; the address to which the
service of process in any such proceeding shall be mailed is 26555
Northwestern Highway, Southfield, Michigan 48034;
c. The surviving corporation will promptly pay to the dissenting shareholders
of any corporation organized under the laws of the State of Missouri which
is a party to the merger the amount, if any, to which they shall be
entitled under the provisions of "The General and Business Corporation Law
of Missouri" with respect to the rights of dissenting shareholders.
7. The articles of incorporation of the survivor are not amended.
8. These Articles of Merger shall become effective on December 31, 1998.
(Page 2)
IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by
the aforementioned corporation on the day and year hereafter acknowledged.
Federal-Mogul Products, Inc.
----------------------------------------
(Name of Corporation)
Corporate Seal
By /s/ Edward W. Gray, Jr.
----------------------------------------
(The President or Vice President)
Edward W. Gray, Jr., Vice President
ATTEST:
By /s/ David M. Sherbin
--------------------------------------
The Secretary or Assistant Secretary
David M. Sherbin, Assistant Secretary
Federal-Mogul Redevelopment Corporation
----------------------------------------
(Name of Corporation)
Corporate Seal
By /s/ Edward W. Gray, Jr.
---------------------------------------
(The President or Vice President)
Edward W. Gray, Jr., Vice President
ATTEST:
By /s/ David M. Sherbin
--------------------------------------
The Secretary or Assistant Secretary
David M. Sherbin, Assistant Secretary
Corporate Seal
---------------------------------------
(Name of Corporation)
By
---------------------------------------
(The President or Vice President)
ATTEST:
By
--------------------------------------
The Secretary or Assistant Secretary
State of Michigan )
-------------------------------
) ss.
County of Oakland )
------------------------------
On this 20th day of November in the year 1998 before me Jacqueline Murdock,
Notary Public in and for said state, personally appeared Edward W. Gray, Jr.,
Vice President, Federal-Mogul Products, Inc., Federal-Mogul Redevelopment Corp.
known to me to be the person who executed the within Articles of Merger in
behalf of said corporation and acknowledged to me that he executed the same for
the purposes therein stated.
(Notarial Seal) /s/ Jacqueline Murdock
---------------------------------------
Notary Public
My commission expires Jan. 24, 1999
-----------------
(Page 3)
State of Michigan )
) ss.
County of Oakland )
On this 20th day of November in the year 1998, before me Jacqueline
Murdock, Notary Public in and for said state, personally appeared David Sherbin,
Assistant Secretary, Federal-Mogul Products, Inc., Federal-Mogul Redevelopment
Corp. known to me to be the person who executed the within Articles of Merger in
behalf of said corporation and acknowledged to me that he executed the same for
the purposes therein stated.
(Notarial Seal) /s/ Jacqueline Murdock
-----------------------------------------
Notary Public
My commission expires Jan. 24, 1999
-------------------
(Page 4)
ANNEX A
-------
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF FEDERAL-MOGUL PRODUCTS, INC. (the "Corporation")
---------------------------------------------------
WHEREAS, the Board of Directors of the Corporation has determined that it
is in the best interests of the Corporation to adopt a Plan of Merger, to effect
the merger of its wholly-owned Subsidiary, Federal-Mogul Redevelopment
Corporation, a Missouri corporation ("Subsidiary"), with and into the
Corporation, and to have the Subsidiary's separate existence cease and
terminate, and to conduct the business of Subsidiary and assume all of the
obligations of the Subsidiary (the "Merger");
NOW THEREFORE, BE IT RESOLVED, that the Merger is authorized and approved
in all respects, and the Plan of Merger, as set forth in the Articles of Merger
to be filed with the Missouri Secretary of State, is hereby adopted, authorized
and approved in all respects;
BE IT FURTHER RESOLVED, that the officers of the Corporation be, and each
(acting alone) hereby is, authorized and empowered in the name of and on behalf
of the Corporation to take or cause to be taken all such actions and to sign,
execute, verify, acknowledge, certify to, file and deliver all such instruments
and documents, as shall be in the judgment of any such officer, necessary,
desirable or appropriate in order to effectuate the Merger and to perform the
obligations of the Corporation and the subsidiary under the laws of the State of
Missouri required for the Merger, and as a result of the Merger, including but
not limited to, filing Articles of Merger with the Missouri Secretary of State
and filing any and all other documents necessary in jurisdictions of foreign
qualification; and
BE IT FURTHER RESOLVED, that any and all prior actions taken by the
officers of the Corporation or an agent or employee of the Corporation under the
direction of such officer in connection with the actions authorized in the above
resolutions hereby are ratified, confirmed, authorized and approved in all
respects.
ARTICLES OF MERGER
(Section 351.447, RSMo)
(To be submitted in duplicate)
Pursuant to the provisions of The General and Business Corporation Law of
Missouri, the undersigned corporation certify the following:
(1) That Federal-Mogul Products, Inc. of Missouri
--------------------------------------------- ------------------
(Name of Corporation)
(2) That F-M Undercar, Inc. of Delaware
--------------------------------------------- ------------------
(Name of Corporation)
(3) That _______________________________________________ of ___________________
are hereby merged and that the above named Federal-Mogul Products, Inc.
--------------------------------
is the surviving corporation. (Name of Corporation)
(4) That the Board of Directors of _______________________________________
(Name of Corporation)
met on and by resolution adopted by a majority vote of the members of such
board approved the Plan of Merger set forth in these articles.
(5) That the Board of Directors of F-M Undercar, Inc.
---------------------------------------
(Name of Corporation)
Nov. 20, 1998 approved the Plan of Merger set forth in these articles.
--------------
(6) That the Board of Directors of Federal-Mogul Products, Inc.
---------------------------------------------
(Name of Corporation)
Nov. 20, 1998 approved the Plan of Merger set forth in these articles.
-------------
(7) That this Plan of Merger has been adopted pursuant to Section 351.447,
RSMo.
(8) That the resolution of the Board of Directors of the parent corporation,
Federal-Mogul Products, Inc., approving the Plan of Merger is as follows:
----------------------------
See Annex A Attached Hereto.
(9) That the parent corporation, Federal-Mogul Products, Inc.
----------------------------------------
is in compliance with the 90 percent ownership requirement of Section
351.447, RSMo, and will maintain at least 90 percent ownership of each of
the other corporations, party to the merger, until the issuance of the
Certificate of Merger by the Secretary of State of the State of Missouri.
(10) PLAN OF MERGER
1. Federal-Mogul Products, Inc. of Missouri
----------------------------------------------- --------------
is the survivor.
2. All of the property, rights, privileges, leases and patents of the
F-M Undercar, Inc. Corporation and
---------------------------- -----------------------------
Corporation are to be transferred to and become the property of
Federal-Mogul Products, Inc. the survivor. The officers and board of
--------------------------------
directors of the above named corporations are authorized to execute all
deeds, assignments, and documents of every nature which may be needed to
effectuate a full and complete transfer of ownership.
3. The officers and board of directors of Federal-Mogul Products, Inc.
----------------------------------
shall continue in office until their successors are duly elected and
qualified under the provisions of the by-laws of the surviving corporation.
4. (To be completed if the parent corporation does not own all of the
outstanding shares of each of the subsidiary corporations party to the
merger.)
The consideration paid by the surviving corporation upon surrender of
each share of the subsidiary corporation(s) which is not owned by the parent
corporation is as follows:
N/A
5. (To be completed if the parent corporation is not the surviving
corporation.)
a. The outstanding share of N/A parent corporation,
---------------------------
shall be exchanged for shares of , surviving
---------------------------
corporation on the following basis:
b. The proposed merger has been approved by receiving the affirmative vote
of at least two-thirds of the outstanding shares of N/A ,
-------------------
parent corporation, entitled to vote thereon at a meeting thereof duly
called and held on at .
----------------------- ------------------------
6. It is agreed that, upon and after the issuance of a certificate of merger by
the Secretary of State of the State of Missouri:
a. The surviving corporation may be served with process in the State of
Missouri in any proceeding for the enforcement of any obligation of any
corporation organized under the laws of the State of Missouri which is a
party to the merger 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 Missouri against the surviving
corporation;
b. The Secretary of State of the State of Missouri shall be and hereby is
irrevocably appointed as the agent of the surviving corporation to
accept service of process in any such proceeding; the address to which
the service of process in any such proceeding shall be mailed is
26555 Northwestern Highway, Southfield, Michigan 48034 ;
---------------------------------------------------------------
c. The surviving corporation will promptly pay to the dissenting
shareholders of any corporation organized under the laws of the State of
Missouri which is a party to the merger the amount, if any, to which
they shall be entitled under the provisions of "The General and Business
Corporation Law of Missouri" with respect to the rights of dissenting
shareholders.
7. The articles of incorporation of the survivor are not amended.
8. These Articles of Merger shall become effective on December 31, 1998.
(Page 2)
IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by
the aforementioned corporation as of the day and year hereafter acknowledged.
Federal-Mogul Products, Inc.
---------------------------------------
(Name of Corporation)
Corporate Seal
By /s/ Edward W. Gray, Jr.
------------------------------------
(The President or Vice President)
Edward W. Gray, Jr., Vice President
ATTEST:
By /s/ David M. Sherbin
- ---------------------------------------
The Secretary or Assistant Secretary
David M. Sherbin, Assistant Secretary
F-M Undercar, Inc.
---------------------------------------
(Name of Corporation)
Corporate Seal
By /s/ Edward W. Gray, Jr.
------------------------------------
(The President or Vice President)
Edward W. Gray, Jr., Vice President
ATTEST:
By /s/ David M. Sherbin
------------------------------------
The Secretary or Assistant Secretary
David M. Sherbin, Assistant Secretary
Corporate Seal
---------------------------------------
(Name of Corporation)
By
------------------------------------
(The President or Vice President)
ATTEST:
By
-------------------------------------
The Secretary or Assistant Secretary
State of Michigan )
) ss.
County of Oakland )
On this 23rd day of December in the year 1998 before me Jacqueline
Murdock, Notary Public in and for said state, personally appeared
Edward W. Gray, Jr., Vice President, F-M Undercar, Federal-Mogul Products
known to me to be the person who executed the within Articles of Merger in
behalf of said corporation and acknowledged to me that he executed the same for
the purposes therein stated.
(Notarial Seal) /s/ Jacqueline Murdock
-----------------------------------
Notary Public
My commission expires Jan. 24, 1999
State of Michigan )
) ss.
County of Oakland )
(Page 3)
On this 23rd day of December in the year 1998, before me Jacqueline
Murdock, Notary Public in and for said state, personally appeared David Sherbin,
Assistant Secretary, F-M Undercar, Federal-Mogul Products known to me to be the
person who executed the within Articles of Merger in behalf of said corporation
and acknowledged to me that he executed the same for the purposes therein
stated.
(Notarial Seal) /s/ Jacqueline Murdock
--------------------------------------
Notary Public
My commission expires Jan. 24, 1999
(Page 4)
ANNEX A
-------
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF FEDERAL-MOGUL PRODUCTS, INC. (the "Corporation")
---------------------------------------------------
WHEREAS, the Board of Directors of the Corporation has determined that it
is in the best interests of the Corporation to adopt a Plan of Merger, to effect
the merger of its wholly-owned Subsidiary, F-M Undercar, Inc., a Delaware
corporation ("Subsidiary"), with and into the Corporation, and to have the
Subsidiary's separate existence cease and terminate, and to conduct the business
of Subsidiary and assume all of the obligations of the Subsidiary (the
"Merger");
NOW THEREFORE, BE IT RESOLVED, that the Merger is authorized and approved
in all respects, and the Plan of Merger, as set forth in the Articles of Merger
to be filed with the Missouri Secretary of State, is hereby adopted, authorized
and approved in all respects;
BE IT FURTHER RESOLVED, that the officers of the Corporation be, and each
(acting alone) hereby is, authorized and empowered in the name of and on behalf
of the Corporation to take or cause to be taken all such actions and to sign,
execute, verify, acknowledge, certify to, file and deliver all such instruments
and documents, as shall be in the judgment of any such officer, necessary,
desirable or appropriate in order to effectuate the Merger and to perform the
obligations of the Corporation and the subsidiary under the laws of the States
of Missouri and Delaware required for the Merger, and as a result of the Merger,
including but not limited to, filing Articles of Merger with the Missouri
Secretary of State and a Certificate of Ownership and Merger with the Delaware
Secretary of State, and filing any and all other documents necessary in
jurisdictions of foreign qualification; and
BE IT FURTHER RESOLVED, that any and all prior actions taken by the
officers of the Corporation or an agent or employee of the Corporation under the
direction of such officer in connection with the actions authorized in the above
resolutions hereby are ratified, confirmed, authorized and approved in all
respects.
Statement of Change of Business Office
of a Registered Agent
Charter No. 00195550
--------
The undersigned registered agent, for the purpose of changing its business
office in Missouri as provided by the provisions of "The General and Business
Corporation Act in Missouri," or the "Missouri Uniform Limited Partnership Law,"
represents that:
1. The name of the corporation/limited partnership is MOOG AUTOMOTIVE PRODUCTS,
INC.
2. The name of this registered agent is C T Corporation System
3. The address, including street number, if any, of the present business office
of the registered agent is 906 Olive Street, St. Louis, Missouri 63105
4. The address, including street number, if any, of the business office of the
registered agent is hereby changed to 120 South Central Avenue, Clayton,
Missouri 63105
5. Notice in writing of the change has been mailed by the registered agent to
the corporation/limited partnership named above.
6. The address of the registered office of the corporation/limited partnership
named above and the business office of the registered agent, as changed, is
identical.
(The following should be executed only if the registered agent is a natural
person)
IN WITNESS WHEREOF, the undersigned registered agent has caused this report
to be executed this _____________ day of
__________________________________________________________________, 19 _____.
_________________________________________
Signature of Registered Agent
State of _____________________________)
) ss
County of ___________________________ )
On this _______________________ day of __________________________________,
in the year 19 _____, before me, _____________________________________________,
a Notary Public in and for said state, personally appeared
______________________________ known to me to be the person who executed the
within Statement of Change of Business Office and acknowledged to me that
_____________ executed the same for the purposes therein stated.
(Notarial Seal) _________________________________________
Notary Public
My commission expires
_________________________________________
(The following should be executed only if the registered agent is a corporation)
IN WITNESS WHEREOF, the undersigned corporation has caused this report to
be executed in its name by its president or vice president, attested by its
secretary or assistant secretary this 27th day of March, 1998.
(Corporate Seal) NONE C T Corporation System
-----------------------------------------
Name of Corporation
If no seal, state "none".
By /s/ Kenneth J. Uva
---------------------------------------
President or Vice President
Attest:
/s/ Raui Hauer
- ----------------------------------------
Secretary or Assistant Secretary
State of New York )
-----------------------
) ss
County of New York )
----------------------
On this 27th day of March in the year 1998, before me Theresa Alfieri, a Notary
---- ----- ----- ----------------
Public in and for said state, personally appeared Kenneth J. Uva,
---------------
(Name)
Vice President C T Corporation System known to me to be the person
- -------------- ----------------------
(Title) Name of Corporation
who executed the within Statement of Change of Business Office in behalf of said
corporation and acknowledged to me that he executed the same for the purposes
therein stated.
/s/ Theresa Alfieri
------------------------------------
Notary Public
(Notarial Seal)
My commission expires 12/31/99
---------------