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EXHIBIT 3.5
CERTIFICATE OF OWNERSHIP AND MERGER
of
WSC LIQUIDATING, INC.
by and into
SYRATECH CORPORATION
Pursuant to Section 253 of the General Corporation Law of the State of Delaware
SYRATECH CORPORATION, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), by
E. Merle Randolph, its Vice President, Treasurer and Chief Financial Officer,
does hereby certify as follows:
1. On May 9, 1996, the following preambles and resolutions were duly
adopted by the Board of Directors of the Corporation at a duly convened meeting
at which a quorum was present and acting throughout:
WHEREAS, WSC Liquidating, Inc. ("WSCL") is a Connecticut corporation,
all of the issued and outstanding capital stock of which (being 96
shares of its common stock) is owned by this Corporation so that WSCL
is a wholly-owned subsidiary of this Corporation; and
WHEREAS, the assets of WSCL consist solely of 2,550,500 shares of
Common Stock, par value $.01 a share, of this Corporation, all of
which are fully-paid and non-assessable, and the obligations of WSCL,
if any, are the minimum; and
WHEREAS, this Board has determined that it would be in the best
interests of this Corporation (i) to effect the complete liquidation
of WSCL, (ii) to accomplish the complete liquidation of WSCL by
merging WSCL with and into this Corporation and assuming all of its
obligations, if any, and (iii) to cancel and restore to the status of
authorized but unissued shares all of the shares of Common Stock of
this Corporation now owned by WSCL; and
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WHEREAS, WSCL is adopting a plan of complete liquidation
consistent with the foregoing recital;
NOW, THEREFORE, it is
RESOLVED, that this Corporation adopt, and does hereby adopt,
and shall forthwith implement, a plan of complete liquidation (the
"Plan") of WSC Liquidating, Inc., a Connecticut corporation,
consistent with the succeeding paragraphs of these resolutions and
intended to qualify as a plan of complete liquidation under Section
332 of the Internal Revenue Code of 1986, as amended; and it is
further
RESOLVED, that, to give effect to the Plan, WSC Liquidating,
Inc. be merged with and into this Corporation (the "Merger"), and
that this Corporation assume all of the obligations, if any, of WSC
Liquidating, Inc.; and it is further
RESOLVED, that, to evidence and give effect to the Merger, any
officer of this Corporation be, and each of them hereby is,
authorized, for and on behalf and in the name of this Corporation, to
prepare, execute and file, in accordance with Section 103 of the
General Corporation Law of the State of Delaware, a Certificate of
Ownership and Merger that meets the requirements of Section 253 of the
General Corporation Law of the State of Delaware; and it is further
RESOLVED, that, upon the effective date of the Merger of WSC
Liquidating, Inc. with and into this Corporation, all of the 2,550,500
shares of Common Stock, par value $.01 a share, of this Corporation
owned by WSC Liquidating, Inc. shall forthwith be canceled and be
restored to the status of authorized but unissued shares; and it is
further
RESOLVED, that the officers of this Corporation be, and they
hereby are, and each of them hereby is, authorized and directed, for
and on behalf and in the name of this Corporation to take all such
steps as are deemed necessary to effect the complete liquidation of
WSC Liquidating, Inc. pursuant to the Plan and in accordance with the
foregoing resolutions.
2. Said preambles and resolutions have not been modified or rescinded
and are in full force and effect.
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IN WITNESS WHEREOF, this Certificate of Ownership and Merger has been
signed as of the 9th day of May, 1996.
/s/ E. Merle Randolph
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E. Merle Randolph, Vice President,
Treasurer and Chief Financial Officer