Exhibit 3.13
0010115233
9149/0103 51 001 Page 1 of 2
2001-02-13 11:40:05
File # D 5215-061-2
Form BCA-5.10
NFP-105.10
(REV. JAN. 1999)
Jesse White
Secretary of State
Department of Business Services
Springfield, IL 62756 FILED SUBMIT IN DUPLICATE
Telephone (217) 782-3647
http:/www.sos.state.il.us THIS SPACE FOR USE BY
SECRETARY OF STATE
STATEMENT OF DATE 1-17-01
CHANGE Jan 17, 2001 Filing Fee $ 5
OF REGISTERED AGENT Approved: LC
AND/OR REGISTERED Jesse White
OFFICE Secretary of State
Remit payment in check or
money order, payable to
"Secretary of State."
Type or print in black ink only.
See reverse side for signature(s).
1. CORPORATE NAME: The Dekalb Works Company
2. STATE OR COUNTRY OF INCORPORATION: Illinois
3. Name and address of the registered agent and registered office as they
appear on the records of the office of the Secretary of State (before
change):
Registered Agent CT Corporation Company
-------------------------------------------------------
First Name Middle Name Last Name
Registered Office 208 South LaSalle Street
-------------------------------------------------------
Number Street Suite No. (A P.O. Box alone is not
acceptable)
Chicago, IL 60604-1136 COOK
-------------------------------------------------------
City ZIP Code County
4. Name and address of the registered agent and registered office shall be
(after all changes herein reported):
Registered Agent Alan B. Patzik
-------------------------------------------------------
First Name Middle Name Last Name
Registered Office 150 S. Wacker Drive, Suite 900
-------------------------------------------------------
Number Street Suite No. (A P.O. Box alone is not
acceptable)
Chicago, IL 60606 COOK
-------------------------------------------------------
City ZIP Code County
5. The address of the registered office and the address of the business
office of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a. [X] By resolution duly adopted by the board of directors. (Note 5)
b. [ ] By action of the registered agent. (Note 6)
NOTE: When the registered agent changes, the signatures of both president and
secretary are required.
7. (If authorized by the board of directors, sign here. See Note 5)
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.
Dated January 15, 2001 The Dekalb Works Company
(Month & Day) (Year) (Exact Name of Corporation)
attested by /s/ Richard N. Burger by /s/ Gary Yetman
-------------------------------- -----------------------
(Signature of Secretary or Assistant Secretary) (Signature of President
or Vice President)
Richard N. Burger, Secretary Gary Yetman, President
- ---------------------------- --------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
(If change of registered office by registered agent, sign here. See Note 6)
The undersigned, under penalties of perjury, affirms that the facts
stated herein are true.
Dated ______________, ________ _____________________________________________
(Month & Day) (Year) (Signature of Registered Agent of Record))
NOTES
1. The registered office may, but need not be the same as the principal
office of the corporation. However, the registered office and the office
address of the registered agent must be the same.
2. The registered office must include a street or road address; a post
office number alone is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office is changed from one county to another, then the
corporation must file with the recorder of deeds of the new county a
certified copy of the articles of incorporation and a certified copy of
the statement of change of registered office. Such certified copies may
be obtained ONLY from the Secretary of State.
5. Any change of registered agent must be by resolution adopted by the board
of directors. This statement must then be signed by the president (or
vice-president) and by the secretary (or an assistant secretary).
6. The registered agent may report a change of the registered office of the
corporation for which he or she is registered agent. When the agent
reports such a change, this statement must be signed by the registered
agent.
0010115234
Form BCA-12.45 APPLICATION FOR REINSTATEMENT
NFP-13.60 OF
(REV. JAN. 1995) DOMESTIC OR FOREIGN CORPORATIONS
File #D 5215-061-2
George H. Ryan This space for use by Secretary of State
Secretary of State SUBMIT IN DUPLICATE!
Department of Business Services FILED
Springfield, IL 62756 This space for use by
Jan 17 2001 Secretary of State
Payment must be made by certified
check, cashier's check, Illinois Jesse White Date 1-17-01
attorney's check, Illinois Secretary of State Filing Fee $ 100.00
C.P.A.'s check or money order, Approved:
payable to "Secretary of State."
1. (a) Corporate name as of the date of issuance of the certificate of
dissolution or revocation: The Dekalb Works Company_______________
__________________________________________________________________
__________________________________________________________________
(b) Corporate name as changed: _______________________________________
_________________________________________________________ (Note 1)
(c) If a foreign corporation having a certificate of authority under
an assumed corporate name restriction, the assumed corporate name:
__________________________________________________________________
_________________________________________________________ (Note 2)
2. State of incorporation: Illinois
3. Date that the certificate of dissolution or revocation was issued:
1/02/01
4. Name and address of the Illinois registered agent and the Illinois
registered office, upon reinstatement: (Note 3) NOTICE! Completion of
item #4 does not constitute a registered agent or office change. See note
#3 on back of this form.
Registered Agent Alan B. Patzik
------------------------------------------------------
First Name Middle Name Last Name
Registered Office 150 S. Wacker Drive, Suite 900
------------------------------------------------------
Number Street Suite # (A P.O. Box alone is
not acceptable)
Chicago, IL 60606 COOK
------------------------------------------------------
City Zip Code County
5. This application is accompanied by all delinquent report forms together
with the filing fees, franchise taxes, license fee and penalties
required.
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true. (All signatures must be
in BLACK INK.)
Dated January 15 , 2001 The Dekalb Works Company
------------------------------
(Exact Name of Corporation)
Attested by /s/ Richard N. Burger By /s/ Gary Yetman
----------------------------- ------------------------------
(Signature of Secretary or (Signature of President or
Assistant Secretary) Vice President)
Richard N. Burger, Secretary Gary Yetman, President
----------------------------- ------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
FORM BCA-47
ARTICLES OF INCORPORATION
TO: ALAN J. DIXON, Secretary of State
The name and address of the incorporators are as follows:
Name Number Street City State Zip Code
________________________________________________________________________________
Coleman Cable & Wire Company 2500 Commonwealth Ave., Waukegan Illinois
________________________________________________________________________________
An Illinois corporation
________________________________________________________________________________
________________________________________________________________________________
The above named incorporators, being one or more natural persons of the age of
twenty-one years or more or a corporation, and having subscribed to the shares
of the corporation to be organized pursuant hereto, or the purpose of forming a
corporation under "The Business Corporation Act" of the State of Illinois, do
hereby adopt the following Articles of Incorporation:
ARTICLE ONE
The name of the corporation hereby incorporated is: NEHRING ELECTRICAL WORKS
COMPANY
ARTICLE TWO
The name and address of the initial registered agent and registered office are:
Registered Agent: Alfred B. Teton
Registered office: 120 S. LaSalle Street, Chicago, Illinois
City, Zip code, County Chicago, Illinois 60603, Cook County
ARTICLE THREE
The duration of the corporation is [X] perpetual OR __________________ years
ARTICLE FOUR
The purposes for which the corporation is organized are:
To buy, sell, own, operate, manage or otherwise deal in or with personal
property and real estate of every kind and description and all interests
therein, including without limiting the generality of the foregoing, the
right to acquire, manufacture, and distribute power cables, wires,
electronic, and kindred products.
ARTICLE FIVE
Paragraph 1: The class, number of shares, the par value, if any, of each class
which the corporation is authorized to issue, the number the corporation
proposes to issue without further report to the Secretary of State, and the
consideration (expressed in dollars) to be received by the corporation
therefore, are:
Number of shares Number of shares to Total consideration to be
Class Series Par authorized be issued received therefor
Common $1.00 1,000,000 1,000 $1,000.00
ARTICLE SIX
The corporation will not commence business until at least one thousand dollars
has been received as consideration for the issuance of shares.
ARTICLE SEVEN
The number of directors to be elected at the first meeting of the shareholders
is 2 __________________________________________________________________________.
ARTICLE EIGHT
Paragraph 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $___________
Paragraph 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $___________
Paragraph 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $ ________
Paragraph 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $_____________
NOTE: If all the property of the corporation is to be located in this
State and all of its business is to be transacted at or from places of business
in this State, or if the incorporators elect to pay the initial franchise tax on
the basis of its entire stated capital and paid-in surplus, then the information
called for in Article Eight need not be stated. The basis for computation of
franchise taxes payable by domestic corporations is set forth in Section 132 of
the Business Corporation Act.
Signatures of incorporators: NOTE: If a corporation acts as
COLEMAN CABLE & WIRE COMPANY incorporator the name of the
corporation and the state of
By: /s/ Alfred B. Teton incorporation shall be shown and the
------------------- execution must be by its President or
President Vice-President and verified by him, and
the corporate seal shall be affixed and
attested by its Secretary or an
Assistant Secretary.
Attest:
/s/ Alfred B. Teton
- -------------------
Assistant Secretary
As an incorporator, I declare that this document has been examined by me and is,
to the best of may knowledge and belief, true, correct and complete.
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone (217) 782-7880
CONSENT TO USE OF CORPORATE NAME
The undersigned, being an officer and the duly authorized agent of
NEHRING ELECTRICAL WORKS, INC., and pursuant to authority granted by the Board
of Directors of said corporation, does hereby consent to the use in Illinois of
the corporate name NEHRING ELECTRICAL WORKS COMPANY by a corporation being
incorporated under the laws of the State of Illinois by ELECTRICAL CONDUCTORS,
INC.
DATED this 15th day of July, 1980.
NEHRING ELECTRICAL WORKS, INC.
By: /s/ Alfred B. Teton
(CORPORATE
SEAL)
Form BCA-10.30 ARTICLES OF AMENDMENT
(REV. JAN. 1991)
File #D 5215
George H. Ryan SUBMIT IN DUPLICATE
Secretary of State FILED
Department of Business Services
Springfield, IL 62756 Jan 19 1996 This space for use by
Telephone (217) 782-6961 Secretary of State
George H. Ryan
Secretary of State Date 1-19-96
Franchise Tax $
Remit payment in check or money order, Filing Fee $
payable to "Secretary of State." Penalty $
Approved:
1. CORPORATE NAME: NEHRING ELECTRICAL WORKS COMPANY
2. MANNER OF ADOPTION:
The following amendment of the Articles of Incorporation was
adopted on November 27 1995 in the manner indicated below. ("X"
one box only)
[ ] By a majority of the incorporators, provided no directors were
named in the articles of incorporation and no directors have been
elected; or by a majority of the board of directors, in accordance
with Section 10.10, the corporation having issued no shares as of
the time of adoption of this amendment;
[ ] By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued by shareholder action
being required for the adoption of the amendment;
[ ] By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. At a meeting of shareholders, not
less than the minimum number of votes required by statute and by
the articles of incorporation were voted in favor of the
amendment;
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly elected and
submitted to the shareholders. A consent in writing has been
signed by shareholders having not less than the number of votes
required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given
notice in accordance with Section 7.10;
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly elected and
submitted to the shareholders. A consent in writing has been
signed by all the shareholders entitled to vote on this amendment.
(INSERT AMENDMENT)
(Any article being amended is required to be set forth in its entirety.)
(Suggested language for an amendment to change the corporation is
RESOLVED, that the Articles of Incorporation be amended to read as
follows:)
RESOLVED, that the Articles of Incorporation of Nehring
Electrical Works Company be, and they hereby are, amended to read as
follows:
________________________________________________________________________________
(NEW NAME)
"Article I. The name of the corporation is The DeKalb Works Company."
All changes other than name, include on page 2
3. The manner in which any exchange, reclassification or cancellation of
issued shares, or a reduction of the number of authorized shares of class
below the number of issued shares of that class, provided for or effected
by this amendment, is as follows: (If not applicable, insert "No change")
N/A
4. (a) The manner in which said amendment effects a change in the amount of
paid-in capital (Paid-in capital replaces the terms Stated Capital and
Paid-in Surplus and is equal to the total of these accounts) is as
follows: (If not applicable, insert "No change")
N/A
(b) The amount of paid-in capital (Paid-In Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of
the accounts) as changed by this amendment is as follows: (If not
applicable, insert "No change")
N/A
Before Amendment After Amendment
Paid-in Capital $_______________ $______________
(Complete either item 5 or 6 below)
5. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirm under penalties of perjury,
that the facts stated herein are true.
Dated November 30, 1995 NEHRING ELECTRICAL WORKS COMPANY
--------------------------------
(Exact Name of Corporation)
attested by /s/ William G. Vranek by /s/ William G.Vranek
---------------------------------- ----------------------------
(Signature of Secretary of Assistant (Signature of President or Vice
Secretary) President)
William G. Vranek, Secretary William G. Vranek, Secretary
------------------------------ ------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
6. If amendment is authorized by the incorporators, the incorporators must
sign below.
OR
If amendment is authorized by the directors and there are no officers,
then a majority of the directors or such directors as may be designated
by the board, must sign below.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated ________________________________________, 19 _____
___________________________________ ___________________________________
___________________________________ ___________________________________
___________________________________ ___________________________________
___________________________________ ___________________________________
Form BCA-5.10 STATEMENT OF CHANGE OF REGISTERED
NFP-105.10 AGENTAND/OR REGISTERED OFFICE
File #D 52150612
George H. Ryan
Secretary of State FILED SUBMIT IN DUPLICATE
Department of Business Services
Springfield, IL 62756 Dec 27 1994 This space for use by
Telephone (217) 782-6961 Secretary of State
George H. Ryan
Secretary of State Date 12/27/94
Franchise Tax $
Filing Fee $
Remit payment in check or money
order, payable to "Secretary of State." Approved:
1. CORPORATE NAME: NEHRING ELECTRICAL WORKS COMPANY
2. STATE OR COUNTRY OF INCORPORATION: Illinois
Name and address of the registered agent; and registered office as they appear
on the records of the office of the Secretary of State (Before Change):
Registered Agent Alan B. Patzik
-----------------------------------------------------
First Name Middle Name Last Name
Registered Office 150 S. Wacker Dr #900
-----------------------------------------------------
Number Street Suite No. (A.P.O. Box along
is not acceptable)
Chicago 60606 Cook
-----------------------------------------------------
City Zip Code County
5. The address of the registered office and the address of the business
office of the registered agent has changed, will be identical.
6. The above change was authorized by: ("X" one box only)
a. [ ] By resolution duly adopted by the board of directors. (Note 5)
b. [X] By action of the registered agent. (Note 6)
NOTE: When the registered agent changes, the signatures of both President and
Secretary are required
7. If authorized by the board of directors, sign here. See Note 5) The
undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated here are true.
Dated December 15 1994 NEHRING ELECTRICAL WORKS COMPANY
-----------------------------------
(Exact Name of Corporation)
attested by /s/ William Vranek by /s/ Ray Hott
----------------------------- -------------------------------
(Signature of Secretary or (Signature of President or Vice
Assistant Secretary) President)
William Vranek, Secretary Ray Hott, President
------------------------------ -------------------------------
(Type or Print Name and Title) (Type or Print Name and Title)
All change of registered office by registered agent, sign here. See Note 6
The undersigned under penalties of perjury affirms that the facts stated
herein are true.
Dated ______________________ 19 ____________________________
(Signature of Registered Agent or Records)
NOTES
1. The registered office may, but need not be the same as the principal
office of the corporation. However, the registered office and the office
address of the registered agent must be the same.
2. The registered office must include a street or road address, a post
office box number along is not acceptable.
3. A corporation cannot act as its own registered agent.
4. If the registered office is changed from one county to another, then the
corporation must file with the records of deeds of the new county a
certified copy of the articles of incorporation and a certified copy of
the statement of change of registered office. Such certified copies may
be obtained ONLY from the Secretary of State.
5. Any change of registered agent must be by resolution adopted by the board
of directors. This statement must then be signed by the President (or
vice-president) and by the Secretary (or an assistant secretary).
6. The registered agent may report a change of the registered office of the
corporation for which he or she registered agent. When the agent reports
such a change, this statement must be signed by the registered agent.