Exhibit 3.29
CHARTER -- DOMESTIC CORPORATION
THE SAM A. WING COMPANY
THE STATE OF TEXAS :
:
COUNTY OF DALLAS : KNOW ALL MEN BY THESE PRESENTS:
That we, Sam A. Wing, B. A. Wing, L. M. Wing, Sam A. Wing, Jr., Mary
M. Anderson and Evelyn T. Herrin, all citizens of Dallas County, Texas, under
and by virtue of the laws of this State do hereby voluntarily associate
ourselves together for the purpose of forming a private corporation under the
terms and conditions hereinafter set out, as follows:
FIRST: The name of this corporation is THE SAM A. WING COMPANY, and
by this name it shall contract and be contracted with, sue and be sued, and
transact all of its business.
SECOND: This corporation is formed for the purpose of the manufacture
and sale of Venetian blinds, Venetian blind supplies, building materials,
furniture, fixtures, equipment; products appertaining to building materials,
furniture, fixtures and equipment, and all materials and parts in connection
therewith; and to purchase and sell goods, wares and merchandise for such
business.
THIRD: The home office and principal place of business of said
corporation is Dallas, Dallas County, Texas, and said corporation shall carry on
its business primarily in said County of Dallas and such other territory as may
be deemed advisable by the Board of Directors of said corporation.
FOURTH: Said corporation shall exist for the term of fifty (50)
years.
FIFTH: The business of the corporation shall be transacted by seven
(7) directors (or such lesser number as may be decided upon by the stockholders)
who shall be elected by the stockholders annually on the 10th day of January of
each year.
SIXTH: The following named stockholders are hereby declared to be
Directors for the first year:
Name Address
---- -------
Sam A. Wing Dallas, Texas
B. A. Wing Dallas, Texas
L. M. Wing Dallas, Texas
Mary M. Anderson Dallas, Texas
Evelyn T. Herrin Dallas, Texas
SEVENTH: The amount of the capital stock is: Forty Thousand Dollars
($40,000.00) divided into four hundred (400) shares of common stock of One
Hundred Dollars ($100) par value each, all of which capital stock has been
subscribed and paid in as per the affidavit hereto attached.
IN WITNESS WHEREOF, we hereunto sign our names this the 23rd day of
December, 1940.
/s/ Sam A. Wing
-------------------------------------
Sam A. Wing
/s/ B. A. Wing
-------------------------------------
B. A. Wing
/s/ L. M. Wing
-------------------------------------
L. M. Wing
-2-
/s/ Sam A. Wing, Jr.
-------------------------------------
Sam A. Wing, Jr.
/s/ Mary M. Anderson
-------------------------------------
Mary M. Anderson
/s/ Evelyn T. Herrin
-------------------------------------
Evelyn T. Herrin
THE STATE OF TEXAS :
:
COUNTY OF DALLAS : BEFORE ME, the undersigned authority, on
this day personally appeared Sam A. Wing, B. A. Wing, L. M. Wing, Sam A. Wing,
Jr., Mary M. Anderson and Evelyn T. Herrin, all of said persons being known to
me to be the persons whose names are subscribed to the foregoing instrument,
and severally acknowledged to me that he and/or she executed the same for the
purposes and consideration therein expressed.
-3-
STATE OF TEXAS
COUNTY OF DALLAS
KNOW ALL MEN BY THESE PRESENTS: That at a special meeting of the
stockholders of SAM A. WING COMPANY, INC., of Dallas, Texas, a private
corporation, duly organized and chartered under the laws of the State of
Texas, with its principal place of business of Dallas, Texas, called and held
in conformity with the by-laws of such corporation, for the purpose of voting
upon the resolution hereinafter referred to, held in the office of said
company on the 29th day of November, 1946, all of the outstanding stock of
said company was voted in favor of a resolution authorizing the amendment to
the charter of said corporation in the manner hereinafter set forth.
NOW, THEREFORE, we, Sam A. Wing, Sr., Mrs. L.M. Wing, B.A. Wing, Mrs.
E.T.Herrin, Mrs. M.M. Anderson and Sam A. Wing, Jr., constituting the entire
Board of Directors of said corporation, in furtherance of such action of the
stockholders thereof, do hereby amend the charter of said corporation, so as
to increase its authorized capital stock from Forty Thousand Dollars
($40,000.00) to Eighty Thousand Dollars ($80,000.00), which additional stock
is divided into four hundred (400) shares, each of the par value of One
Hundred Dollars ($100.00), all of which additional stock has been subscribed
and paid in as is further shown by affidavit attached hereto.
And Section 6 of said charter shall hereafter read and be as follows:
"Sec. 6. The entire amount of capital stock is Eighty Thousand Dollars
($80,000.00), divided into eight hundred (800) shares, each of the par value
of One Hundred Dollars ($100.00), all of which said stock has been fully
subscribed and paid in."
IN WITNESS WHEREOF, we hereunto sign our names, this the 24th day of
February, 1947.
/s/ Sam A. Wing
-----------------------------
/s/ B.A. Wing
-----------------------------
/s/ Sam A. Wing, Jr.
-----------------------------
/s/ L.M. Wing
-----------------------------
/s/ Mary M. Anderson
-----------------------------
/s/ Evelyn T. Herrin
-----------------------------
STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, on this day personally appeared Sam
A. Wing, Sr., Mrs. L.M. Wing, B.A. Wing, Mrs. E.T. Herrin, Mrs. M. M. Anderson
and Sam A. Wing, Jr., known to me to be the persons whose names are subscribed
to the foregoing instrument, and who comprise the entire Board of Directors of
SAM A. WING COMPANY, INC., and each acknowledged to me that he executed the
same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 24th day of February,
1947.
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
THE SAM A. WING COMPANY
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following articles as
Articles of Amendment to its Articles of Incorporation, as previously amended,
which:
(1) Changes the name of the corporation;
(2) Changes the period of duration of said
corporation;
(3) Increases its authorized shares;
(4) Changes the par value of said shares; and
(5) Denies the pre-emptive rights of a shareholder to
acquire unissued or treasury shares in the
corporation.
ARTICLE ONE
The name of the corporation is The Sam A. Wing
Company.
ARTICLE TWO
The following amendments to the Articles of Incorporation were adopted
by the shareholders of the corporation on September 30, 1964:
Article FIRST of the Articles of Incorporation is hereby
amended to read as follows:
"The name of this corporation is THE SAM A. WING
COMPANY, INC."
Article FOURTH of the Articles of Incorporation
is hereby amended to read as follows:
"The period of its duration is perpetual."
Article SEVENTH of the Articles of Incorporation,
as amended, is hereby amended as follows:
"The aggregate number of shares which the corporation shall
have authority to issue is 500,000 of the par value of $5.00
per share. The pre-emptive rights of a shareholder to acquire
unissued or treasury shares of this corporation is expressly
denied."
ARTICLE THREE
The number of shares of the corporation outstanding at the time of such
adoption was 800; and the number of shares entitled to vote thereon was 800.
ARTICLE FOUR
The holders of all shares outstanding and entitled to vote on said
amendments have signed a consent in writing adopting said amendments.
ARTICLE FIVE
The manner in which any exchange, re-classification or cancellation of
issued shares provided for in the amendment, shall be effected, is as follows:
Each share of the outstanding shares of a par value of $100.00 shall be
surrendered to the corporation in exchange for 20 shares of the
corporation's new capital stock of a par value of $5.00 per share.
THE SAM A. WING COMPANY
By /s/ Sam A. Wing, Jr.
------------------------------
Sam A. Wing, Jr., President
/s/ E. I. Kerrin
------------------------------
Secretary
2
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
I, Ch. Peters, a Notary Public, do hereby certify that on this
the 21 day of October, 1964, personally appeared before me Sam A. Wing, Jr.,
who declared that he is the President of The Sam A. Wing Company, and being
duly sworn, acknowledged that he signed the foregoing document in the
capacity therein set forth, and that the statements contained therein are
true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office.
/s/ Ch. Peters
-----------------------------------
Notary Public, Dallas County, Texas
3
ARTICLES OF AMENDMENT BY THE SHAREHOLDERS
TO THE ARTICLES OF INCORPORATION OF
THE SAM A. WING COMPANY, INC.
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation which changes the name of the
corporation to WING INDUSTRIES, INC.
ARTICLE ONE. The name of the corporation is THE SAM
A. WING COMPANY, INC.
ARTICLE TWO. The following Amendment to the Articles
of Incorporation was adopted by the shareholders of the
corporation on December 30, 1970:
Article First of the Articles of Incorporation is hereby amended so as
to read as follows:
"ARTICLE FIRST
"The name of the corporation is WING INDUSTRIES, INC."
ARTICLE THREE. The number of shares of the corporation outstanding
at the time of such adoption was 48,640; and the number of shares entitled to
vote thereon was 48,640.
ARTICLE FOUR. The number of shares voted for such amendment was
45,559; and the number of shares voted against such amendment was 0.
ARTICLE FIVE. The manner in which any exchange, reclassification
or cancellation of issued shares provided for in the amendment shall be
effected is as follows: there will be no exchange or reclassification as the
amendment merely changes the name of the corporation.
DATED: January 5, 1971.
THE SAM A. WING COMPANY, INC.
By:
--------------------------------
President
By: /s/ J. E. Poindexter
--------------------------------
Assistant Secretary
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
I, Edna M. Schuter, a Notary Public, do hereby certify that
on this the 5th day of January, 1971, personally appeared before me Paul N.
Walton, who declared he is President of the corporation executing the foregoing
document, and being first duly sworn, acknowledged that he 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/ Edna M. Schuter
-------------------------------------
Notary Public, Dallas County, Texas
2
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
WING INDUSTRIES, INC.
Pursuant to the provisions of Art. 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation.
ARTICLE ONE
The name of the corporation is WING INDUSTRIES, INC.
ARTICLE TWO
The following amendment to the Articles of Incorporation was adopted
by the shareholders of the corporation on March 15, 1973.
Article Seventh of the Articles of Incorporation, as amended, is
hereby amended and restated to provide as follows:
The aggregate number of shares which the corporation shall have
authority to issue is 1,500,000 of the par value of $0.50 per share. The
pre-emptive rights of a shareholder to acquire unissued or treasury shares of
this corporation is expressly denied.
ARTICLE THREE
The number of shares of the corporation outstanding at the time of
such adoption was 43,545; and the number of share entitled to vote thereon
was 43,545.
ARTICLE FOUR
The number of shares voted for such amendment was 38,228; and the
number of shares voted against such amendment was 0.
ARTICLE FIVE
The manner in which any exchange, reclassification, or cancellation
of issued shares provided for in the amendment shall be effected is as
follows: Each share of the outstanding stock at $5.00 par value shall be
surrendered to the corporation in exchange for 10 shares of new stock at
$0.50 par value per share.
ARTICLE SIX
The manner in which such amendment effects a change in the amount of
stated capital, and the amount of stated capital as changed by such
amendment, are as follows: No change in stated capital.
DATED: March 19, 1973.
WING INDUSTRIES, INC.
By:
--------------------------
Vice President
By: /s/ Edward V. Smith
--------------------------
Assistant Secretary
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
2
I, Frances Kiker, a Notary Public, do hereby certify that on
this 19th day of March, 1973, personally appeared before me MICHAEL H. OWEN, who
declared he is Vice President of the corporation executing the foregoing
document, and being first duly sworn, acknowledged that he 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/ Frances Kiker
-----------------------------------
Notary Public, Dallas County, Texas
3
Exhibit 99
WING INDUSTRIES, INC., A TEXAS CORPORATION,
AND
WING ACQUISITION CORPORATION, A DELAWARE CORPORATION
ARTICLES OF MERGER
Pursuant to the provisions of Article 5.16 of the Texas
Business Corporation Act, and Section 253 of the Delaware General
Corporation Law, WING ACQUISITION CORPORATION, a Delaware corporation
(the "Parent"), hereby adopts the following Articles of Merger for the
purpose of merging into its subsidiary, WING INDUSTRIES, INC., a Texas
corporation (the "Subsidiary"):
1. Merger of Parent into Subsidiary
a. The name of the Parent corporation is Wing Acquisition
Corporation, and the name of the Subsidiary corporation into which the
Parent is to be merged is Wing Industries, Inc. The Parent was
organized under the laws of the State of Delaware, and the Subsidiary
was organized under the laws of the State of Texas.
b. The total number of outstanding shares of each class of
stock of the Subsidiary is 571,064 shares of common stock, $0.50 par
value. The number of shares of common stock of the Subsidiary owned by
the Parent is 571,064, constituting one hundred percent (100%) of the
outstanding shares of each class of stock of the Subsidiary.
c. A copy of the joint resolutions adopted by the Board of
Directors and sole shareholder of the Parent, which resolutions approve
the merger described herein, is attached hereto as EXHIBIT "A" (the
"Parent Resolutions"). The Parent Resolutions were approved by the
Board of Directors and the sole stockholder of the Parent as of October
25, 1996.
d. The Agreement and Plan of Merger (the "Plan") attached to
the Parent Resolutions as SCHEDULE 1 and incorporated herein by
reference, and the performance of its terms, were approved by the Board
of Directors and the sole stockholder of the Parent in the manner
prescribed by Articles 5.16
and 5.03 of the Texas Business Corporation Act, and by Sections 251, 252
and 253 of the Delaware General Corporation Law.
e. The Subsidiary, which is the surviving corporation in the
above-described merger, is not a foreign corporation.
2. As to the Parent, the number of shares outstanding is as follows:
Number of Shares
Name of Parent Outstanding
- -------------- ----------------
Wing Acquisition Corporation 1
3. As to the Parent, the number of shares voted for and against
the Plan, respectively, as evidenced by the Parent Resolutions, are as follows:
Name of Parent Voted For Voted Against
- -------------- --------- -------------
Wing Acquisition Corporation 1 None
4. The Plan was duly authorized by all action required by the laws
under which each of the Parent and the Subsidiary was incorporated and by each
such corporation's constituent documents.
DATED TO BE EFFECTIVE as of October 25, 1996.
WING ACQUISITION CORPORATION, a Delaware
corporation
By: /s/ Daniel T. Morley
--------------------
Daniel T. Morley,
President
Exhibit A
WING ACQUISITION CORPORATION
JOINT UNANIMOUS CONSENT OF THE DIRECTORS
AND THE SOLE STOCKHOLDER
IN LIEU OF SPECIAL MEETING
(OCTOBER 25, 1996)
Pursuant to the provisions of Sections 141(f) and 228(a) of the
Delaware General Corporation Law, the undersigned, being the all of the
members of the Board of Directors and the sole stockholder of WING
ACQUISITION CORPORATION, a Delaware corporation (the "Corporation"), in lieu
of holding a special meeting of the Board of Directors and the sole
stockholder, the call of which is hereby expressly waived, do hereby consent
to the following resolutions:
APPROVAL OF MERGER AND CHANGE OF REGISTERED AGENT
WHEREAS, the Board of Directors and the sole stockholder of the
Corporation have determined that it is in the best interests of the
Corporation to merge the corporation into Wing Industries, Inc., a subsidiary
of the Corporation; and
WHEREAS, the Board of Directors and the sole stockholder of the
Corporation have also determined that it is in the best interests of the
Corporation to change the registered agent of Wing Industries, Inc.
contemporaneously with such merger;
NOW, THEREFORE, BE IT RESOLVED, that the form, terms and provisions
of the Agreement and Plan of Merger (the "Merger Agreement"), attached hereto
as SCHEDULE 1, is hereby in all respects approved, which Merger Agreement
provides for (i) the merger of the Corporation into Wing Industries, Inc. and
setting forth the terms and conditions of said merger and the mode of
carrying the same into effect, and (ii) the change of the registered agent in
the State of Texas of Wing Industries, Inc., as shown in the records of the
Secretary of State of the State of Texas, from Sam A. Wing, to Ken Gilmer.
RESOLVED FURTHER, that the form, terms and provisions of (i) the
Articles of Merger (the "Articles of Merger"), and (ii) the Certificate of
Ownership and Merger (the "Certificate of Merger"), both in the form
heretofore presented to the
Board of Directors and the sole stockholder of the Corporation are hereby in
all respects approved.
RESOLVED FURTHER, that the President of the Corporation is hereby
authorized and directed, for and in the name and on behalf of the
Corporation, (i) to execute the Merger Agreement, (ii) to execute the
Articles of Merger and to certify in such Articles of Merger the fact that
all of the outstanding shares of capital stock of the Corporation voted in
favor of the adoption of such Merger Agreement, (iii) to file such Articles
of Merger with the Secretary of State of the State of Texas, and (iv) to
execute the Certificate of Merger and to certify in such Certificate of
Merger the fact that all of the outstanding shares of capital stock of the
Corporation voted in favor of the adoption of the Merger Agreement, and (v)
to file the Certificate of Merger with the Secretary of State of the State of
Delaware.
RESOLVED FURTHER, that upon such adoption and filing of the
Articles of Merger and the Merger Certificate, the proper officers of the
Corporation are hereby authorized and directed to take all such steps and
perform all such acts and things to effectuate and consummate the Merger
Agreement as may be provided by law or as may to them seem necessary or
proper.
EXECUTED on the date first above written.
DIRECTORS OF THE CORPORATION:
/s/ Daniel T. Morley
--------------------
Daniel T. Morley
/s/ James G. Turner
-------------------
James G. Turner
SOLE STOCKHOLDER OF THE CORPORATION:
WING INDUSTRIES HOLDINGS, INC.,
a Delaware corporation
By: /s/ Daniel T. Morley
---------------------
Daniel T. Morley,
President
Schedule 1
WING INDUSTRIES, INC., A TEXAS CORPORATION,
AND
WING ACQUISITION CORPORATION, A DELAWARE CORPORATION
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger is made and entered into pursuant
to Section 253 of the Delaware General Corporation Law and Article 5.16 of
the Texas Business Corporation Act with respect to the merger of WING
ACQUISITION CORPORATION, a Delaware corporation, into WING INDUSTRIES, INC.,
a Texas corporation (collectively referred to as the "Constituent
Corporations");
W I T N E S S E T H:
WHEREAS, Wing Acquisition Corporation, a Delaware corporation
("WAC"), is a corporation duly organized and existing under the laws of the
State of Delaware, having been incorporated on October 7, 1996, under the
Delaware General Corporation Law, and having an authorized capital stock of
100 shares of common stock, $0.01 par value, of which 1 share is issued and
outstanding;
WHEREAS, Wing Industries, Inc., a Texas corporation ("WII"), is a
corporation duly organized and existing under the laws of the State of Texas,
having been incorporated on January 2, 1941, under the Texas Business
Corporation Act, and having an authorized capital stock of 1,500,000 shares
of common stock, $0.50 par value, of which 571,064 shares are issued and
outstanding;
WHEREAS, the total number of shares of common stock of WII owned by
WAC is 571,064, constituting one hundred (100%) of the outstanding shares of
each class of stock of WII;
WHEREAS, as a result of WAC's ownership of more than ninety percent
(90%) of the outstanding shares of each class of stock of WII, WAC is
entitled to accomplish this merger without the approval of the shareholders
or directors of WII by effecting this merger pursuant to the terms of Section
253 of the Delaware General Corporation Law and Article 5.16 of the Texas
Business Corporation Act;
WHEREAS, the Board of Directors and the sole stockholder of WAC
deem it advisable and in the best interest of the Constituent Corporations
that WAC be
merged with and into WII as permitted by and in accordance with the Delaware
General Corporation Law and the Texas Business Corporation Act under and
pursuant to the terms and conditions hereinafter set forth, and such Board of
Directors and sole stockholder of WAC have duly approved this Agreement and
Plan of Merger (this "Agreement");
NOW, THEREFORE, WAC shall be merged with and into WII in accordance
with the applicable provisions of the Delaware General Corporation Law and
the Texas Business Corporation Act, on the following terms and conditions:
ARTICLE I
TERMS AND CONDITIONS OF THE PROPOSED MERGER
At the Effective Time of the Merger (as hereinafter defined):
1. The separate existence and corporate organization of WAC (the
"Merging Corporation"), except insofar as it may be continued by operation of
the laws of the State of Delaware in the case of a corporation after its
merger into another corporation, shall be terminated and cease.
2. WII, as the surviving corporation (the "Surviving
Corporation"), shall continue its corporate existence under the laws of the
State of Texas.
3. The directors and officers of the Surviving Corporation shall
be the directors and officers of WAC immediately prior to the Effective Time
of the Merger.
4. The Bylaws of the Surviving Corporation shall be the Bylaws of
WII in effect immediately prior to the Effective Time of the Merger.
5. The Articles of Incorporation of the Surviving Corporation
shall be the Articles of Incorporation of WII as in effect immediately prior
to the Effective Time of the Merger except Article Fifth of the Articles of
Incorporation of WII is hereby amended in its entirety to read as follows,
which change shall constitute an amendment to the Articles of Incorporation
of the Surviving Corporation:
"FIFTH. The board of directors shall consist of two (2) members. The
number of the members of subsequent boards of directors shall be fixed by, or
in the manner provided in, the bylaws."
6. Change of Registered Agent in the State of Texas:
a. The name of WII's present registered agent, as shown in
the records of the Secretary of State of the State of Texas prior to filing
this Agreement, is Sam A. Wing.
b. The name of the Surviving Corporations's new registered
agent in the State of Texas is Ken Gilmer.
c. The address of the registered office of the Surviving
Corporation, and the address of the office of its registered agent will be
identical.
d. Such changes in the Surviving Corporation's registered
agent were authorized by the Merging Corporation's Board of Directors.
ARTICLE II
MANNER AND BASIS OF CONVERTING SHARES
The manner and basis of converting any of the shares or other
evidences of ownership of each of the Constituent Corporations into shares,
obligations or other securities of the Surviving Corporation shall be as
follows:
a. Each outstanding share of common stock of the Surviving
Corporation held immediately prior to the Effective Time of the Merger by the
Merging Corporation shall be canceled.
b. Each outstanding share of common stock of the Merging
Corporation held immediately prior to the Effective Time of the Merger shall
be converted into 2,000 shares of common stock of the Surviving Corporation.
ARTICLE III
SUBMISSION TO DIRECTORS AND
STOCKHOLDER AND EFFECTIVENESS
1. In accordance with the terms of Section 253 of the Delaware
General Corporation Law and Article 5.16 of the Texas Business Corporation
Act, this Agreement has been submitted for approval to each of the directors
of WAC and the holder of all of the outstanding shares of common stock of
WAC. The officers of
WAC have and/or will take all steps necessary in order to make the merger
effective as provided for in this Agreement.
2. The merger shall become effective upon the last to occur of
the following (such time and date being referred to herein as the "Effective
Time of the Merger"):
a. A Certificate of Ownership and Merger shall be filed in
the office of the Secretary of State of the State of Delaware, and a
certified copy of such Certificate of Ownership and Merger shall be marked as
filed by the Secretary of State of the State of Delaware; and
b. Articles of Merger shall be filed in the office of the
Secretary of State of the State of Texas, and a Certificate of Merger shall
be issued by the Secretary of State of the State of Texas.
ARTICLE IV
TRANSFER OF ASSETS AND LIABILITIES
At the Effective Time of the Merger, the rights, privileges, powers
and franchises, both of a public as well as a private nature, of the
Constituent Corporations shall be vested in and possessed by the Surviving
Corporation, subject to all liabilities, duties and restrictions of or upon
each of the Constituent Corporations, and all and singular the rights,
privileges, powers and franchises of each of the Constituent Corporations,
and all property, real, personal and mixed, of each of the Constituent
Corporations on whatever account, and all things in action or belonging to
each of the Constituent Corporations shall be vested in the Surviving
Corporation; and all property, rights, privileges, powers and franchises, and
all and every other interest, shall be thereafter as effectively the property
of the Surviving Corporation as they were of the Constituent Corporations,
and the title to any real estate vested by deed or otherwise in any of the
Constituent Corporations shall not revert or be in any way impaired by reason
of the merger; provided, however, that all rights of creditors and all liens
upon any property of any of the Constituent Corporations shall be preserved
unimpaired, except as they may be modified with the consent of such
creditors, and all debts, liabilities and duties of or upon each of the
Constituent Corporations shall thence forth attach to the Surviving
Corporation, and may be endorsed against it to the same extent as if such
debts, liabilities and duties had been incurred or contracted by it. The
parties hereto agree that from time to time and as and when requested by the
Surviving Corporation, or by its successors or assigns, to the extent
permitted by law, the officers and directors of the Surviving Corporation,
are fully authorized in the name of each of the Constituent Corporations or
otherwise to execute and deliver all such deeds,
assignments, confirmations, assurances and other instruments and to take and
to cause to be taken all such further action as the Surviving Corporation may
deem necessary or desirable in order to vest, perfect, confirm in or assure
the Surviving Corporation title to and possession of all of said property,
rights, privileges, powers and franchises and otherwise to carry out the
intent and purposes of this Agreement.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, WAC, pursuant to the approval and authority
duly given by resolutions adopted by its Board of Directors and sole
stockholder, has caused this Agreement and Plan of Merger to be executed in
its name by its President and attested by its Secretary to be effective as of
the 25th day of October, 1996.
WAC:
WING ACQUISITION CORPORATION, a Delaware
corporation
By: /s/ Daniel T. Morley
--------------------
Daniel T. Morley,
President
ATTEST:
/s/ James G. Turner
- --------------------
James G. Turner, the Secretary
of Wing Acquisition Corporation