<Page>
EXHIBIT 3.13
CERTIFICATE OF CONSOLIDATION
OF
BELSON CORPORATION AND THE HIGHFIELD MFG. COMPANY
INTO
CLARKSON INDUSTRIES, INC.
UNDER SECTION 904 OF THE BUSINESS-CORPORATION LAW
OF THE STATE OF NEW YORK
WE, THE UNDERSIGNED, LEVIS L. STEPHENSON and EDWARD J. FLOCCO, being
respectively the President and the Secretary of Belson Corporation, and CARLTON
A. HOHLOCH and EDWARD J. FLOCCO, being respectively the Vice President and the
Assistant Secretary of The Highfield Mfg. Company, hereby certify:
FIRST: (a) The name of each constituent corporation is as follows:
BELSON CORPORATION
THE HIGHFIELD MFG. COMPANY
(b) The name of the consolidated corporation shall be CLARKSON
INDUSTRIES, INC.
SECOND: As to each constituent corporation, the designation and number of
outstanding shares of each class and series and the voting rights thereof are as
follows:
Belson Corporation has authorized one class of shares to wit; common shares
without par value, of which there are 4,697 outstanding and entitled to vote.
The Highfield Mfg. Company has authorized one class of shares, to wit,
shares of capital stock of the par value of One ($1.00) Dollar each, of which
there are 1,219 outstanding and entitled to vote.
THIRD: As statements required to be included in a certificate of
incorporation for a corporation formed under the Business Corporation Law, the
following are set fourth:
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(a) The name of the consolidated corporation is Clarkson Industries, Inc.
(b) The purposes for which the consolidated corporation is formed are as
follows:
(i) To manufacture, purchase, produce or otherwise acquire,
prepare, invest in, own, mortgage, pledge, sell, assign, transfer or
otherwise dispose of, trade, deal in and deal with:
(aa) Air appliance products, including industrial blowers and
exhausters and related equipment, portable and stationary industrial
vacuum cleaning systems, pneumatic conveying equipment, dust collectors,
continuous strip and sheet dryers for the metal working industries, air
vacuum equipment, steam and gas operated air heaters and related products
and variations thereof.
(bb) Industrial filtration equipment, including magnetic type
separators; flotation type clarifiers, disposable filter-media type
filters, diatomaceous earth type filters and other filtration systems and
related products and variations thereof.
(cc) Castings in ?ray iron and semi-steel and related products
and variations thereof.
(dd) Plumbing, heating and construction equipment, including
fusible, non-fusible and tank valves, check valves fuel oil filters,
thermal switches, locking devices for gas products, and other uses, metal
bearings, scribers, pipe, pipe ???pples, pipe fittings and related
products and variations thereof.
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(ee) Parts and accessories for electric control systems,
including electrical coils and solenoids and related products and
variations thereof.
(ii) To manufacture, purchase, or otherwise acquire, invest in,
own, mortgage, pledge, sell, assign and transfer or otherwise dispose of,
trade, deal in and deal with goods, wares and merchandise and personal
property of every class and description.
(iii) To acquire property for the corporate purposes by grant,
gift, purchase, devise or bequest, and to bold and to dispose of the same,
subject to the limitations as may be prescribed by law.
(iv) To guarantee any obligation for the payment of money to the
extent provided by law.
(v) To acquire and pay for in cash, stock or bonds of the
consolidated corporation or otherwise, the good will, rights, assets and
property of, and to undertake or assume the whole or any part of the
obligations or liabilities of, any person, firm, association or
corporation.
(vi) To acquire, hold, use, sell, assign, lease, grant licenses
in respect of, mortgage or otherwise dispose of letters patent of the
United States or any foreign country, patent rights, licenses and
privileges, inventions, improvements and processes, copyrights, trademarks
and trade names, relating to or useful in connection with any business of
the consolidated corporation.
(vii) To purchase, acquire, hold and dispose of
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bonds, notes or chosen in acting of any person or persons, partnership or
corporation and to pledge the same to secure the payment of collateral
trust bonds or notes and to sell or otherwise negotiate such collateral
trust bonds or notes.
(viii) To purchase, acquire, hold and dispose of the stocks, bonds
and other evidences of indebtedness of any corporation, domestic or
foreign, and issue in exchange thereof for its stock, bonds or other
obligations.
(ix) To borrow money and contract debts, when necessary for the
transaction of the business of the corporation, or for the exercise of its
corporate rights, privileges or franchises, or for any other lawful purpose
of its incorporation and to issue and dispose of obligations for any amount
so borrowed and to mortgage its property and franchises to secure the
payment of such obligations, or of any debt contracted for such purposes,
in the manner authorized by law.
(x) To purchase, hold, sell and transfer its own shares of any
class; provided it shall not use its funds or property for the purchase of
its own shares when such use would cause any impairment of its capital
except as otherwise permitted by law.
(xi) To have one or more offices, to transact business and
conduct its affairs in whole or in part in other states of the United
States of America, in the district of Columbia, in any of the territories,
districts, protectorates, dependencies or insular or other possessions
thereof, or in
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any foreign countries, and to acquire, hold and dispose of such property
therein, real, personal and mixes, as may be requisite for the transaction
of its business and the conduct of its affairs.
(xii) To have and exercise all the powers conferred by the laws
of New York upon corporations formed under the Business Corporation Law
hereinbefore referred to, and to do any or all of the things hereinbefore
set forth to the ??? extent as natural persons might or ??? ???
(xiii) The foregoing clauses shall be construed both as objects
and powers, and it is hereby expressly provided that the foregoing ??? of
specific powers shall not be ??? to limit or restrict in any manner the
powers of the consolidated corporation.
(c) The aggregate number of shares which the consolidated corporation
shall have authority to issue is Eight hundred thousand (800,000) common
shares at the par value or One ($1.00) Dollar per share. No holder or shares,
of the consolidated corporation of any class, now or hereafter authorized
shall have any preferential or preemptive right to subscribe for, purchase or
receive any shares of the consolidated corporation of any class, now or
hereafter authorized, or any options or warrants for such shares, or any
rights to subscribe to or purchase such shares, or any securities convertible
into or exchangeable for such shares, which may at any time be issued, sold
or offered for sale by the consolidated corporation.
(d) The office of the consolidated corporation is to be located in the
City, County and state of New York.
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(e) The Secretary of State of the State of New York is hereby designated
as the agent of the consolidated corporations upon which any process in any
action or proceeding against it may be served. The address to which the
secretary of State shall mail the copy of process in any action or proceeding
against the consolidated corporation which may be served upon him; is:
c/o The Corporation Trust Company
277 Park Avenue
New York, N.Y. 10017
(f) The name and address of the registered agent of the consolidated
corporation upon whom process against it may be served is The Corporation
Trust Company, 277 Park Avenue, New York, N.Y. 10017.
FOURTH: The date when the Certificate of Incorporation of Belson
Corporation was filed by the Department of State is March 25, 1963.
FIFTH: The jurisdiction of Incorporation of The Highfield Mfg. Company is
the State of Maryland and the date of incorporation of the Highfield Mfg.
Company in June 5, 1946.
SIXTH: No application by The Highfield Mfg. Company for authority to do
business in the State of New York has been filed by the Department of State.
SEVENTH: The effective date of the consolidation of Belson Corporation and
The Highfield Mfg. Company into Clarkson Industries, Inc. in December 1, 1967.
EIGHTH: The proposed consolidation may be abandoned prior to the ??? date
of such consolidation, but not later than thirty (30) days after the last
meeting of shareholders of either of the
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constituent corporations at which the consolidation was approved, by the
majority vote of the entire board of directors of each of the constituent
corporations, provided, however, that written notice of such abandonment shall
be delivered prior to such effective date of consolidation to the Department of
State of the State of New York and provided further that notice of such
abandonment shall be given promptly to the State Department of Assessments and
Taxation of the State of Maryland.
NINTH: The consolidation was adopted by each constituent corporation in the
following manner:
(a) As to Belson Corporation, by the affirmative vote of at least
two-thirds (2/3rds) of the issued and outstanding shares entitled to vote
thereon.
(b) As to The Highfield Mfg. Company, by the affirmative vote of at least
two-thirds (2/3rds) of the issued and outstanding shares entitled to vote
thereon. The Highfield Mfg. Company has complied with the applicable
provisions of the laws of the State of Maryland in which it is incorporated
and this consolidation is permitted by such laws.
IN WITNESS WHEREOF, we have signed this certificate on the 28th day of
November, 1967 and we affirm the statements therein contained as true under
penalties or perjury.
BELSON CORPORATION
By /s/ [ILLEGIBLE]
--------------------------
[ILLEGIBLE]
President
By /s/ [ILLEGIBLE]
--------------------------
[ILLEGIBLE]
Secretary
THE HIGHFIELD MFG. COMPANY
By /s/ [ILLEGIBLE]
--------------------------
[ILLEGIBLE]
Vice President
By /s/ [ILLEGIBLE]
--------------------------
[ILLEGIBLE]
Assistant Secretary
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<Page>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CLARKSON INDUSTRIES, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
----------
THE UNDERSIGNED, being the President and Secretary, respectively, of
Clarkson Industries, Inc., hereby certify that:
FIRST. The name of the corporation is Clarkson Industries, Inc.
SECOND. The certificate of incorporation of the corporation, being Article
THIRD of the Certificate of Consolidation of Belson Corporation and The
Highfield Mfg. Company, Inc. into Clarkson Industries, Inc. filed by the
Department of State on December 1, 1967, was filed by the Department of State on
December 1, 1967 as aforesaid.
THIRD. Paragraph (c) of said certificate of incorporation, dealing with
authorized shares, is hereby amended to increase the aggregate number of shares
which the corporation shall have authority to issue from Eight hundred thousand
(800,000) common shares of the par value of One ($1.00) Dollar per share to One
million two hundred thousand (1,200,000) common shares of the par value of One
($1.00) Dollar per share. To effect such amendment, the first sentence of said
Paragraph (c) is hereby amended to read as follows:
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"(a) The aggregate number of shares which the consolidated corporation
shall have authority to issue is One million two hundred thousand (1,200,000)
common shares of the par value of One ($1.00) Dollar per share."
FOURTH. The foregoing amendment of the certificate of incorporation was
authorized by the unanimous written consent of all shareholders of the
corporation.
IN WITNESS WHEREOF, the undersigned have hereunto signed this certificate
this 16th day of January, 1968.
/s/ ??? L. Stephenson
--------------------------
??? L. Stephenson
President
/s/ Edward J. Flocco
--------------------------
Edward J. Flocco
Secretary
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<Page>
STATE OF NEW YORK )
: ss. :
COUNTY OF NEW YORK )
EDWARD J. FLOCCO, being duly sworn, deposes and says that be in the
Secretary of Clarkson Industries, Inc., the corporation named in the foregoing
Certificate of Amendment of Certificate of Incorporation, that he has read and
signed the same and that the statements therein contained are true.
Sworn to before me this :
16th day of January, 1968. : /s/ Edward J. Flocco
----------------------------
Edward J. Flocco
Secretary
/s/ [ILLEGIBLE]
- ---------------------------
[SEAL]
-3-
<Page>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CLARKSON INDUSTRIES, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
----------
THE UNDERSIGNED, being the President and Secretary, respectively, of
Clarkson Industries, Inc., hereby certify that:
FIRST. The name of the corporation is Clarkson Industries, Inc.
SECOND. The certificate of incorporation of the corporation, being Article
THIRD of the Certificate of Consolidation of Belson Corporation and The
Highfield Mfg. Company, Inc. into Clarkson Industries, Inc. filed by the
Department of State on December 1, 1967, was filed by the Department of State on
December 1, 1967 as aforesaid. A certificate of amendment of certificate of
incorporation of the corporation, under Section 805 of the Business Corporation
Law, was filed by the Department of State on January 18, 1968 amending paragraph
(c) of the certificate of incorporation of the corporation to increase the
aggregate number of shares which the corporation shall have authority to issue
from Eight hundred thousand (800,000) common shares of the par value of One
($1.00) Dollar per share to One million two hundred thousand (1,200,000) common
shares of the par value of One ($1.00) Dollar per share.
THIRD. The certificate of incorporation of Clarkson Industries, Inc. as
amended, is hereby further amended, pursuant
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to Section 801 (b)(7) of the Business Corporation Law, to effect a further
increase in the aggregate number of shares which the corporation shall have
authority to issue from One million two hundred thousand (1,200,000) common
shares of the par value of One ($1.00) Dollar per share to Four million
(4,000,000) common shares of the par value of One ($1.00) Dollar per share.
FOURTH. To effect such amendment, the first sentence of paragraph (c) of
the certificate of incorporation of the corporation is hereby further amended to
read as follows:
"(c) The aggregate number of shares which the consolidated corporation
shall have authority to issue is Four million (4,000,000) common shares of the
par value of One ($1.00) Dollar per share."
FIFTH. The manner in which this amendment to the certificate of
incorporation of Clarkson Industries, Inc. was authorized was by the affirmative
note of the holders of a majority of all outstanding shares entitled to vote
thereon at the annual meeting of shareholders of said corporation duly called
and held on the 4th day of September, 1969, a quorum being present.
IN WITNESS WHEREOF, the undersigned have hereunto signed this certificate
this ??? day of September, 1969.
/s/ Hugh K. Stevenson
----------------------------
Hugh K. Stevenson,
President
/s/ Edward J. Flocco
----------------------------
Edward J. Flocco
Secretary
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<Page>
STATE OF NEW YORK )
: ss. :
COUNTY OF NEW YORK )
EDWARD J. FLOCCO, being duly sworn, deposes and says that be is the
Secretary of Clarkson Industries, Inc., the corporation named in the foregoing
Certificate of Amendment of Certificate of Incorporation, that he has read and
signed the same and that the statements therein contained are true.
Sworn to before me this
12th day of January, 1969 /s/ Edward J. Flocco
----------------------------
Edward J. Flocco
Secretary
/s/ [ILLEGIBLE]
- -----------------------
Notary Public
[SEAL]
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<Page>
CERTIFICATE
OF
MERGER
OF
THE MORSE-SMITH-MORSE COMPANY
INTO
CLARKSON INDUSTRIES, INC.
UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW
* * * *
CLARKSON INDUSTRIES, INC., pursuant to the provisions of Section 905 of the
Business Corporation Law of the State of New York hereby certifies as follows:
1. The name of the subsidiary corporation to be merged is THE
MORSE-SMITH-MORSE COMPANY, a corporation duly organized and existing under and
by virtue of the laws of the State of Connecticut.
2. The outstanding shares of The Morse-Smith-Morse Company consist of 100
shares of capital stock of the par value of $10 each, all of which shares are
owned by Clarkson Industries, Inc., the surviving corporation.
3. (a) The certificate of incorporation of Clarkson Industries, Inc., being
Article THIRD of the Certificate of Consolidation of Belson Corporation and The
Highfield Mfg. Company, Inc, into
1
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Clarkson Industries, Inc, was filed in the Department of State on the first day
of December, 1967.
(b) The Morse-Smith-Morse Company was incorporated under the laws of the
State of Connecticut on the 16th day of June, 1952 and no application has been
filed by it for authority to do business in the State of New York.
(c) The laws of the State of Connecticut permit this type of merger.
4. The merger of The Morse-Smith-Morse Company into Clarkson Industries,
Inc. shall be effective on April 30, 1970.
5. The plan of merger was adopted by the Board of Directors of Clarkson
Industries, Inc., the surviving corporation.
IN WITNESS WHEREOF, this certificate has been signed on the 10th day of
April, 1970, and the statements contained therein are affirmed as true under
penalty of perjury.
CLARKSON INDUSTRIES, INC.
By: /s/ Hugh K. Stevenson
------------------------------
Hugh K. Stevenson, President
/s/ Edward J. Flocco
------------------------------
Edward J. Flocco, Secretary
2
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CERTIFICATE OF CHANGE
OF
CLARKSON INDUSTRIES, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, Hugh K. Stevenson and Eileen K. Rada, being
respectively the President and the Secretary of Clarkson Industries, Inc.,
hereby certify:
1. The name of the corporation is CLARKSON INDUSTRIES, INC.
2. The Certificate of Incorporation of said corporation (being Article
THIRD of the Certificate of Consolidation of Belson Corporation and The
Highfield Mfg. Company into Clarkson Industries, Inc. filed by the Department of
State on December 1, 1967), was filed by the Department of State on December 1,
1967, as aforesaid.
3. The following was authorized by the Board of Directors:
To change the location of the corporation's office in New York from the
City and County of New York to the City of Syracuse, County of Onandaga.
IN WITNESS WHEREOF, we have signed this certificate on the 9th day of
September, 1976 and we affirm the statements contained therein as true under
penalties of perjury.
/s/ Hugh K. Stevenson
---------------------------
Hugh K. Stevenson
President
/s/ Eileen K. Rada
---------------------------
Eileen K. Rada
Secretary
<Page>
CERTIFICATE OF MERGER
OF
CI INTERIM INC.
INTO
CLARKSON INDUSTRIES, INC.
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
We, the undersigned, HUGH K. STEVENSON and EILEEN K. RADA, being
respectively the President and Secretary of Clarkson Industries, Inc., a New
York corporation ("Clarkson") and ??? and ??? being respectively the President
and Secretary of CI Interim Inc. a New York corporation ("Sub"), hereby certify:
FIRST: The constituent corporations are Clarkson Industries, Inc. and CI
Interim Inc. The Certificate of Incorporation of Clarkson Industries, Inc.
(being Article THIRD of the Certificate of Consolidation of Belson Corporation
and The Highfield Mfg. Company, Inc. into Clarkson Industries, Inc. filed by the
Department of State of the State of New York on December 1, 1967), was filed by
the Department of State of the State of New York on December 1, 1967, and
amended by Certificate of Amendments thereto filed by the Department of the
State of New York on January 18, 1968, September 17, 1969 and September 14,
1976. The Certificate of Incorporation of CI Interim, Inc. was filed by the
Department of State of the State of New York on January 5, 1978.
SECOND: The Surviving Corporation is Clarkson.
THIRD: The designation of the only class of outstanding shares of Clarkson
is Common Stock, par value $1.00 per share. The total number of such shares
outstanding is 1,144,584. Each share is entitled to one vote.
FOURTH: The designation of the only class of outstanding shares of Sub is
Common Stock par value $1.00 per share. The total number of such shares
outstanding is 100. Each share is entitled to one vote.
FIFTH: The Certificate of Incorporation of Clarkson, as amended as set
forth above, is hereby further amended by deleting paragraph (c) of Article
THIRD in its entirety and inserting the following in lieu thereof.
(e) The authorized number of shares of the capital stock of the
corporation is 20,000, par value $1.00 per share, all of which are
designated as Common Stock.
SIXTH: As Agreement and Plan of Merger dated January 9, 1976 among Thomas
Tilling Limited, an English Corporation, Thomas Tilling Inc, a Delaware
corporation, Clarkson and Sub setting forth the plan of merger of Sub into
Clarkson in accordance with the provisions of Section 90? of the Business
Corporation Law of the State of New York was duly adopted by unanimous written
consent of the Board of Directors of Sub on January 5, 1978 and was duly
approved by unanimous written consent of the sole shareholder of Sub on
February 28, 1978. Said Agreement and Plan of Merger was duly adopted by
resolution of the Board of Directors of Clarkson at a meeting of said Board
duly called and held on January ?, 1978, at which a quorum was present and
acting throughout. Said
1
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Agreement and Plan of Merger was thereafter duly submitted to the shareholders
of Clarkson by its Board of Directors at a Special Meeting of Shareholders duly
called and held on February 28, 1978. At said Special Meeting of Shareholders of
the shareholders of Clarkson said Agreement and Plan of Merger was considered
and a vote of the shareholders was taken by ballot, cast in person or by proxy,
for the adoption or rejection of said Agreement and Plan of Merger, and the vote
of the holders of 83.69% of the total number of issued and outstanding shares of
the Common Stock of Clarkson were cast in favor of the adoption of
said-Agreement and Plan of Merger.
IN WITNESS WHEREOF, this Certificate of Merger has been signed on the 1st
day of March, 1978, and the statements contained herein are affirmed as true
under penalty of perjury.
CLARKSON INDUSTRIES, INC.
By /s/ [ILLEGIBLE]
----------------------------
PRESIDENT
/s/ Eileen K. Rada
----------------------------
SECRETARY
CI INTERIM, INC.
By /s/ [ILLEGIBLE]
----------------------------
PRESIDENT
/s/ Burton Z. Alter
----------------------------
SECRETARY
2
<Page>
STATE OF NEW YORK )
ss. :
COUNTY OF NEW YORK )
Eileen K. Rada, being duly sworn, deposes and says that she is the
Secretary of CLARKSON INDUSTRIES, INC., that she has read the foregoing
Certificate and knows the contents thereof and that the statements therein
contained in respect of CLARKSON INDUSTRIES, INC., are true.
/s/ Eileen K. Rada
--------------------------------
Eileen K. Rada
Sworn to before me this
1st day of March, 1978
/s/ Connie Stayros
-----------------------------
Notary Public
[SEAL]
STATE OF NEW YORK )
ss. :
COUNTY OF NEW YORK )
Burton Z. Alter, being duly sworn, deposes and says that he is the
Secretary of CI INTERIM INC., that he has read the foregoing Certificate and
knows the contents thereof and that the statements therein contained in respect
of CI INTERIM INC., are true.
/s/ Burton Z. Alter
--------------------------------
Burton Z. Alter
Sworn to before me this
1st day of March 1978
/s/ Connie Stayros
-----------------------------
Notary Public
[SEAL]
3
<Page>
CERTIFICATE
OF
MERGER
OF
TECHTRON MFG., INC.,
INTO
CLARKSON INDUSTRIES, INC.,
UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW
* * * *
Lester Lieberman and John D. ???, pursuant to the provisions of Section 905
of the Business Corporation Law of the State of New York, hereby certify as
follows:
1. Clarkson Industries, Inc., a corporation of the State of New York owns
all of the outstanding shares of Techtron Mfg., Inc., formed under the name of
Connecticut Coil Corporation.
2. As to the subsidiary corporation, the designation and number of
outstanding shares (of each class) and the number of such shares owned by the
surviving corporation are as follows:
<Table>
<Caption>
Designation and Number of
Number of Shares Owned
Name of Subsidiary Outstanding Shares by Survivor
- --------------------- ------------------ ------------
Techtron Mfg. Inc., 100 Common 190
</Table>
(a) The certificate of incorporation of Clarkson Industries, Inc., was
filed in the Department of State on the 1st day of December, 1967.
<Page>
(b) Techtron Mfg., Inc., was incorporated under the laws of the State of
Connecticut on the 18th day of December, 1957, and no application has been filed
for authority to do business in the State of New York.
(c) The merger is permitted by the laws of the State of incorporation of
the foreign subsidiary and is in compliance therewith.
3. The surviving corporation owns all of the outstanding shares of the
corporation to be merged.
4. The merger shall be effective as of the 31st day of December, 1984.
5. The plan of merger was approved by resolutions adopted by the sole
stockholder and the Board of Directors of the surviving corporation.
IN WITNESS WHEREOF, this certificate has been signed on the 19 day of
December, 1984 and the statements contained therein are affirmed as true under
penalties of perjury.
CLARKSON INDUSTRIES, INC.,
By: /s/ Lester Lieberman
-----------------------------
Lester Lieberman, President
By: /s/ John D. ???
-----------------------------
John D. ???, Secretary
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CERTIFICATE OF CHANGE
OF
CLARKSON INDUSTRIES, INC.,
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
Pursuant to the provisions of Section 805-A of the Business Corporation
Law, we the undersigned officers of the above corporation hereby certify:
1. The name of the corporation is CLARKSON INDUSTRIES, INC.,
2. The Certificate of Incorporation of the above corporation was filed by
the Department of State on December 1, 1967
3. The following was authorized by the Board of Directors:
To change the post office address to which the Secretary of State shall
mail a copy of process in any action or proceeding against the corporation which
may be served on him from c/o The Corporation Trust Company, 277 Park Avenue,
New York, New York 10017 to c/o CJ Corporation System, 1633 Broadway, New York,
New York 10019.
To change the registered agent in New York upon whom all process against
the corporation may be served from The Corporation Trust Company, 277 Park
Avenue, New York, New York 10017 to CJ CORPORATION SYSTEM, 1633 Broadway,
New York, New York 10019.
IN WITNESS WHEREOF, we have signed this certificate and we affirm the
statements were ??? therein as true under penalties of perjury on 10/23/85
(date)
/s/ James L. ???
--------------------------------------
(Signature)
James L. ??? - VP - Finance
--------------------------------------
(Type name and title of person signing
must be president or a vice-president)
/s/ John D. ???
--------------------------------------
(Signature)
John D. ??? - Secretary
--------------------------------------
(Type name and title of person signing
must be secretary or an ??? secretary)
1
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???
???
CERTIFICATE
OF
MERGER
OF
WESTERN GENERAL ENTERPRISES, INC.
INTO
CLARKSON INDUSTRIES, INC.
UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW
* * * * *
Clarkson Industries, Inc., a New York corporation, pursuant to the
provisions of Section 905 of the Business Corporation Law of the State of
New York, hereby certifies as follows:
1. Clarkson Industries, Inc., a corporation of the State of New York owns
all of the outstanding shares of Western General Enterprises, Inc., a California
corporation.
2. As to each subsidiary corporation, the designation and number of
outstanding shares and the number of such shares owned by the surviving
corporation are as follows:
<Table>
<Caption>
Designation and Number of
Number of Shares Owned
Name of Subsidiary Outstanding Shares by Survivor
- ------------------ ------------------ ------------
Western General (Common)
Enterprises, Inc. 100 100
</Table>
3. The certificate of incorporation of Clarkson Industries, Inc. was filed
in the Department of State on the 1st day of December, 1967.
4. Western General Enterprises, Inc., was incorporated under the laws of
the State of California on the 31st day of May 1978, and no application has been
filed for authority to do business in the State of New York.
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5. The merger is permitted by the laws of the state of incorporation of
each foreign subsidiary and is in compliance therewith.
6. The surviving corporation owns all of the outstanding shares of the
corporation to be merged.
7. The merger shall be effective on December 31, 1986, which shall be no
later than thirty days after the filing hereof with the Department of State.
8. The plan of merger was adopted by the Board of Directors of the
surviving corporation.
IN WITNESS WHEREOF, this certificate has been signed on the 30 day of
December, 1986 and the statements contained therein are affirmed as true under
penalties of perjury.
CLARKSON INDUSTRIES, INC.,
By /s/ James L. ???
--------------------------------------
James L. ???, Vice President - Finance
By /s/ John D. ???
--------------------------------------
John D. ???, Secretary
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CERTIFICATE
OF
MERGER
OF
HEWITT HOSE, INC.,
INTO
CLARKSON INDUSTRIES, INC.,
UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW
* * * * *
Lester Lieberman and Thomas J. Mitchell, pursuant to the provisions of
Section 905 of the Business Corporation Law of the State of New York, hereby
certify as follows:
1. Clarkson Industries, Inc., a corporation of the State of New York owns
all of the outstanding shares of Hewitt Hose, Inc., which was formed under the
name APG HEWITT HOSE, INC.
2. As to subsidiary corporation, the designation and number of outstanding
shares (of each class) and the number of such shares owned by the surviving
corporation are as follows:
<Table>
<Caption>
Designation and Number of
Number of Shares Owned
Name of Subsidiary Outstanding Shares by Survivor
- ------------------ ------------------ ------------
Hewitt Hose, Inc., 25,000 Common 25,000
</Table>
(a) The Certificate of Incorporation of Clarkson Industries, Inc., was
filed in the Department of State on the 1st day of December, 1967.
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<Page>
(b) Hewitt Hose, Inc., (Formerly A.P.G. Hewitt Hose, Inc.) was incorporated
under the laws of the State of New York on the 3rd day of April, 1975.
3. The surviving corporation owns all of the outstanding shares of the
corporation to be merged.
4. The merger shall be effective as of the date of filing.
5. The plan of merger was approved by resolutions adopted by the sole
stockholder and the Board of Directors of the surviving corporation.
IN WITNESS WHEREOF, this certificate has been signed on the 2nd day of
November, 1987 and the statements contained therein are affirmed as true under
penalties of perjury.
CLARKSON INDUSTRIES, INC.,
By /s/ Lester Lieberman
--------------------------------------
Lester Lieberman, President
By /s/ Thomas J. Mitchell
--------------------------------------
Thomas J. Mitchell, Secretary
2
<Page>
WE HEREBY DECLARE, under the penalties of false statements, that the
statements are made in the foregoing certificate, insofar as they pertain to
Hewitt Hose, Inc. are true.
HEWITT HOSE, INC.,
By /s/ Lester Lieberman
--------------------------------------
Lester Lieberman, President
By /s/ Thomas J. Mitchell
--------------------------------------
Thomas J. Mitchell, Secretary
3
<Page>
CERTIFICATE OF MERGER
OF
THE CLARKSON COMPANIES INCORPORATED
INTO
CLARKSON INDUSTRIES, INC.,
UNDER SECTION 904 OF THE
BUSINESS CORPORATION LAW
* * * * *
We, ??? undersigned, ??? ??? and EDGAR P. DEVYLDER, being respectively the
Vice President and the Secretary of THE CLARKSON COMPANIES INCORPORATED, and
James A. ??? ??? and EDGAR P. DEVYLDER, being respectively the President and the
Secretary of CLARKSON INDUSTRIES, INC., hereby certify pursuant to section 904
of the Business Corporation Law of the State of New York that:
1. The name of each constituent corporation is:
THE CLARKSON COMPANIES INCORPORATED, a Delaware corporation, which filed
its application for Authority with the Department of State of New York on
November ??, 19??, hereinafter referred to as "Companies"; and CLARKSON
INDUSTRIES, a New York corporation, hereinafter referred to as "Industries". The
name of the surviving corporation is CLARKSON INDUSTRIES, INC.,
2. Companies has 3,000 shares of Common stock, par value $1.00 per share,
issued and outstanding. The holder of Companies common stock ??? ??? ???.
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<Page>
3. Industries has 70,000 shares of Common stock, par value $1.00 per share
issued and outstanding. The holder of Industries Common Stock is entitled to
vote on the approval and adoption of the merger.
4. On the effective date of the merger the Certificate of incorporation
of Industries shall be the certificate of incorporation of the surviving
corporation until thereafter amended as provided by law.
5. The date when the Certificate of Incorporation of corporation was filed
by the Department of State of the State of Delaware ??? September ??? ??? and
the date when the Certificate of Incorporation of ??? ?? the Department of state
of the State of New York was December 1, 1967.
6. The Merger Agreement was approved and the merger was authorized by
written consent of the sole director of Companies as of March 30, 1990 and by
the ??? written consent of the Board of Directors of Industries as of March 30,
????. In addition, the Merger Agreement was approved and the merger was
authorized by the written consent of the sole stockholder of Companies dated
March 30, 1990 and by written consent of the sole stockholder of Industries as
of March 30, 1990.
7. The effective date of the merger shall be June 20, 1990.
8. Companies has complied with the applicable provisions of the laws of the
State of Delaware, in which it is incorporated, and this merger is permitted ???
laws.
2
<Page>
IN WITNESS WHEREOF, the constituent corporations have caused this
Certificate of merger to be executed by their respective officers, being
thereunto duly authorized, this ??? day of April, ????.
THE CLARKSON COMPANIES INCORPORATED
/s/ Edgar P. Devylder By: /s/ [ILLEGIBLE]
--------------------- -------------------------------
Secretary ???, Vice President
EDGAR P. DEVYLDER
[SEAL]
CLARKSON INDUSTRIES, INC.
/s/ Edgar P. Devylder By: /s/ [ILLEGIBLE]
--------------------- -------------------------------
Secretary, ???, Secretary
EDGAR P. DEVYLDER
[SEAL]
3
<Page>
STATE OF CONNECTICUIT )
ss. :
COUNTY OF FAIRFIELD )
I, James A. Fulton, first duly sworn, deposes and says that he is President
of Clarkson Industries, Inc., that he has read the foregoing certificates and
knows the contents thereof and that the statements therein contained are true.
/s/ James A. Fulton
-----------------------------------
James A. Fulton
Sworn to before me this
??th day of April, 1998
/s/ [ILLEGIBLE]
- ------------------------------------
Notary Public, State of Connecticut
My Commission expires 3/31/93
4
<Page>
STATE OF CONNECTICUT )
ss.
COUNTY OF FAIRFIELD )
Edgar B. Sharp being first duly sworn, deposes and says that he is the Vice
President of the Clarkson Companies Incorporated, that he has read the foregoing
certificate and knows the contents thereof and that the statements therein
contained are true.
/s/ Edgar B. Sharp
------------------------
Edgar B. Sharp
Sworn to before me this
24th day of April, 1990
/s/ [ILLEGIBLE]
- -------------------------------
Notary Public, State of Connecticut
My Commission expires 3/31/93
5
<Page>
CERTIFICATE OF CHANGE
OF
CLARKSON INDUSTRIES, INC.,
Under Section 905-A of the Business Corporation Law
1. The name of the corporation is
CLARKSON INDUSTRIES, INC.
If applicable, the original name under which it was formed is
2. The Certificate of Incorporation of said corporation was filed by the
Department of State on 12/01/1967.
3. The address of C T Corporation System as the registered agent of said
corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY,
NEW YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011.
4. The address to which the Secretary of State shall mail a copy of process in
any action or proceeding against the corporation which may be served on him
is hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK,
NY 10019 to c/o C T Corporation System, 111 Eighth Avenue, New York, New
York 10011.
5. Notice of the above changes was mailed to the corporation by C T
Corporation System not less than 30 days prior to the date of delivery to
the Department of State and such corporation has not objected thereto.
6. C T Corporation System is ??? the agent of such corporation to whose
address the Secretary of State is required to mail copies of process and
the registered agent of such corporation.
IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and
affirm the statements contained herein as true under penalties of perjury.
C T CORPORATION SYSTEM
By: /s/ Kenneth J. Uva
-------------------------------
Kenneth J. Uva
Vice President
NY Domestic Corporation - agent/process address
1