Document NGxqo9Db3oe7r7pwYL6oxV9Bp

File Number 1619-682-7 SAG-85 tate of Illinois fllCE Df 'Che ^ecretarg of^tatc Whereas, ARTICLES OF DISSOLUTION OF THE SAGER CORPORATION INCORPORATED UNDER TEE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984. Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation. 3n totimonj] TDficrcof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, at the City of Springfield, this 17th day of A.D. 19 98 and of the Independence of the Qnited States the two hundred and 22nd Secretary of State DKS 153 mormBCA"-! 2.20 (Rev. Jan. 199=) \ George H. Ryan Secretary of State Department of Business Services Springfield, IL 5275S Telephone (217) 732-2353 httpt/www.scs.state.il.us Remit payment in check or money artier, payable to "Secretary cf State." 1 ,,..<T1CLES OF DISSOLUTION This scace tor use by Secretary of State FILED JUW 17 1998 GEORGE H. RYAN SECRETARY OF STATS rile 4 D1619-682-7 This space for use by Secretary of Slate Date Franchise Tax S Filing Fee Penalty $ interest $ Approved: (j S5.D0 1. CCnFORATE NAME: SAGER CXHPOFATION .2 Post office address to which may be mailed a copy of any process against the corporation that may be served on the Secretary of State: 301 SW ADAMS STREET. SUITE 700 ,- PEORIA, XL 51602 3. Dissolution of the corporation was duty authorized on MARCH 31__ , 19 98 in the manner Indicated below: (Mark an 'X* in one box only) 1 I Ey s majority of the incorporators, provided no directors were named in the Articles of incorporation and no directors nave been elected; or by a majority of the board of directors, in accordance with Section 12.05, the corporation havina issued no shares as of the authorization of the dissolution. (Notes 1& 2) DU Ey a written consent signed by all shareholders entitled to vote on dissolution, in accordance with Section 12.10, board of director action not being required. : (Note 2) 5v `he shareholders, in accordance with Section 12.15, a resolution having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not !ess than the minimum number of votes required by statute and bv the Articles cf Incorporation were voted in favor of the dissolution. (Note 3) 3y the sharenoiders. in accordance with Sections 12.15 and 7.10. a resolution having beer, duly adopted and SJ minea lo the shareholders. A consent in writing has bssr. signed by sharer.-dors having net 'ess man the minimum number of votes required by statute and by the Articles ot incorporation. Sharehcicers wno have net c__o_n__s_e__n-tedi <in .writing have bee_ n_ given--. notice Iinn accordance with SQejrc'tiiro'nn 7/ .1100. (Note 3) (COMPLETE 3NLV WHEN AFPUCAELE) L.s: a:; .ss,,ar,css cf snares not previously reported tc the Secretary of State (including snares issued fer case or oir.ar prccerr/, snare oividencs, share splits, share exchanges pursuant .o Section 11. iQ. and snares tc effect ar, e.xc-.s-c-e cr rec.assificaricn of issued snares', and g-ve the value of (he entire consideration received .hereto*, 'ass experses: jt any amounts seded or transrsrrad to oaiO*:n cscitsl. .vithouJ the issuance c( snares. -5-13 z\ ssjsr.es cr C- .;r:Cwi:cn C'ass t* sr Js us cr-urs wjr r.*r.rc,'.cn DKS 154 - :t) List ell cancellations of shares not previously reported to the Secretary of State, and give the cost. \ Date of Cancellation Class Number of Shares Cancelled Cost issued snares at date of execution: Class Series CMS----------------------------- Par Value TOTAL S S Number of Shares ' 1175 Paid-in capital at date of execution: Paid-in Capital $ 175,000 ________ ("Paid-in Capital" replaces the terms;sjatad Capital" and "Paid-in Surplus' and is equal to the total of these accounts.) The undersigned corporate has caused this statement to be signed by its duly authorized officers" each of whom affirms, under penalties of penury, that the (acts stared herein are true, (All signatures must te in SlACKm) Dated march 31 ,, 19 1L attested by a 9M (Signature of Secretary cr Assistant Secretary) RICHARD SAGER, SECRETARY (T'fpe cr Print Name and Title) hy THE SAGER CORPORATION____________ sy (Exact Name of Corporation) % 0-^3 ft_______________ (Signature of President or Vice President) RICHARD SAGER, PRESIDENT________ (Type or Print Name and We) * if dissolution is authorized by the incorporators or by the beard of directors, a majority of them must SIGN HEFiE. The undersigned affirms, under the penalties of perjury, that the facts stated herein are true. Dated , 19_______ ", ........ ; -------------------------- NOTES -r . a Ar~P,--t*onCNLY before' any shares KavebeenTssuedAND before'driy'directors c. =** .*** ,0 ciftcers. the signature of a major,!'/ cl .,= u,ec.c,s cr au.i these Articles oi Dissolution. 7 s 3. i tafein by M amsnm S* m **< ""e **** , __ S'-ars-.olders n, MMnt. Slssbkdicn by MMM *W *** >** K <** W *=*"1 -oa'" c directors ard dees net require a sr.arericicrrs1 meeting. r S^rcrar MKOKf ~y Ate :e by vcie a s e.-arenblcers' T.a-iT.5 c by less lr.br bran,ecus asa. wn,,nS, /.i.hwu. a me-t.ng. ^ V,,.Q 3r zzvsarzthe ".oicam of at least 2-3 a: the cu'.star.amg o -_e~.ec-.ive. r.e dissection mu^ e--.- - - ,;cV,T...er 33= 2: .east 2'2 of me votes within eacr. c:ass. s-.sres 2.-.:::iec :o vets cr. CisscUicr ar.C. . -a~= c... ... --~-c- i- - -.......... ,---------------vice re 13 .-.s -eouireT.c-': may oe suce-acec cv any smaher v a jf:: - ' 1----------- d.-. -- - - _ ----- ...... ,.,.,5 ^~!::'=c:c c s one rot less r.a-. a maio.vv wr.-.-.n e=c..u.uu- ,.v.-er. ass .ctm-. azDl.ec. - v.'r- trs-s'Toer s.:rc:.;a;.cr so. -=5-- - ----------------- .v,-"=-..r.r..-.s..e..--._-^. .m=l--s--r----'-e0rcrdru'S ~u.3t 3,?-^liv5e5"-":, -"tea i-ccrtsc o aomur-c- :c-c'- a: .aas = ca --- :s'o-o e .- s== . = -- =- - - - -------- " - _ .e_ - m .3' re z'z~'z` ~c:::. tr:- ' - ~z ' --- - dks 155 stats or DELxmm sscrstari or stats DIVISION OF CORPORATIONS FILSD OS:00 AM 0S/12/ZSS8 981182513 - 2181814 CERTIFICATE OF DISSOLUTION OF SAFErGVUiAURitDAv^AlMil6Ej\RJ^ICLAAj,^_XINfiUCi .p, A DELAWARE CORPORATION SAFEGUARD AMERICA, INC., a corporation organized and existing under the General Corporation Law of the Stats of Delaware DOES HEREBY CERTIFY AS FOLLOWS; 1. The dissolution of SAFEGUARD AMERICA, INC. has been duly authorised by all of the stockholders of SAFEGUARD AMERICA, INC. entitled to vote on a dissolution, in accordance with Subsection (c) of Section 275 of the General Corporation Law of the State of Delaware. 2. 1398. The date the dissolution was authorized is March 31, -- ^ ' 3. The dissolution was authorized by all of the Shareholders of the corporation entitled to vote on a dissolution, in accordance with Section 275(C) of Delaware Corporation Law. 4. The following is a list cf the naaefl and addresses of the directors'of said corporations Name Address Richard Sager 2016 Valley Lo Lane Glenview, IL 60025 5. The following is a list of the names and addresses a the officers of said corporation: Name Office Address Richard Sager President 2016 Valley Lo Lane Glenview, IL 60025 Richard Sager Secretary 2016 Valley Lo Lane Glenviow. XL 60025 Richard Sager Treasurer 2016 Valley Lo Lane Glenview, IL 60025 SAFEGUARD AMERICA, INC By: RistVis _. nt DKS 156 '"'"'I I , l. MICHAEL R. KOHN AND ASSOCIATES INC. FINANCIAL AND MANAGEMENT CONSULTANTS SUITE 1410 39 SOUTH LASALLE STREET CHICAGO, ILLINOIS 60603 PHONE: 312.629.5580 FAX: 312.629.1295 c May 22, 1997 TO ALL KNOWN CREDITORS OF SAFEGUARD AMERICA, INC. 65 E. Palatine Rd. Prospect Heights, IL 60070 P O. BOX 1649 800 16TM AVENUE NORTH Clanton, AL 35045 114 Pierce St. Berlin, WI 54923 RE: Notice of Assignment for the Benefit of Creditors Dear Sir/Madam: Please be advised that effective May 10 1997, Safeguard America, Inc. executed an Assignment for the Benefit of its Creditors to Michael R. Kohn, as Assignee of all of its assets of every kind, nature and description. Mr. Kohn, as Assignee, has full power and authority to sell or dispose of all assets of Safeguard America, Inc. at the best price possible and distribute the proceeds, if any, less administrative and necessary expenses, to the creditors of the Company and to discontinue the business of Safeguard America, Inc. This action has been necessitated by the Company's continuing operating losses which rendered the continuation of the Company's operations impracticable and not feasible. The information taken from the books and records of the Company as of March, 31, 1997 (without audit or verification) is as follows: Cash Accounts Receivable Inventory Fixed Assets - at net Prepaid Expenses book value ASSETS $ 45,000 1,376,000 2,950,000 616,000 45,000 LIABILITIES First National Bank of Chicago Accounts Payable Wages Related Payroll Taxes Accrued Expenses (.Secured) $2,511,000 1,622,000 Unknown 47,000 MICHAEL R. KOHN AND ASSOCIATES INC. f To Creditors of Safeguard America, Inc. Page Two Fixed assets, consisting of land and building, furniture and office equipment, are stated at depreciated values and do not reflect liquidation values. Inventory is stated at cost and likewise is not a reflection of liquidation value. Substantially all the assets of the Company are subject to the security interest of The First National Bank of Chicago. Certain other assets of the Company are subject to various security interests. The Assignee is proceeding to liquidate assets in a manner that would result in the maximum return to the creditors. If any creditor knows of parties interested in purchasing assets piease contact the Assignee as soon as possible,. . . - -- ' The Assignee is under a fiduciary duty to liquidate all the assets of the estate and distribute the proceeds in accordance with the priorities established by law. He will, accordingly, notify all taxing authorities of this Assignment and allow them to perform audits and make a determination of taxes due to them. Any potential dividend cannot be determined until liquidation of the assets is completed and claims reviewed. After payment of the secured parties the administrative costs incurred in connection with the Assignment, settlement of priority claims to the taxing authorities and wage claims, remaining funds, if any, will be distributed pro-rata to the unsecured creditors. It is the desire of the Assignee to provide for as expeditious a distribution to creditors as can be obtained. The Company did not contemplate the filing of a bankruptcy proceeding because, in the opinion of their counsel, needless costs and expenses would be incurred and unnecessary delays would be imposed before any potential distribution to creditors could be made. I would appreciate creditors executing the enclosed affidavit and returning it to my office so that I can determine the amounts due each creditor as of the date hereof. Should anyone desire further information regarding the subject matter, please do not hesitate to contact the undersigned. Mi cha< Assignee for the Benefit of Creditors Safeguard America, Inc. Attorney for the Assignee Thimothy A. French, Esq Neal Gerber & Eisenberg Two N. LaSalle St., Suite Chicago, Illinois 60602 (312) 269-5670 2200 Attorney for the Assignor Sheldon L. Solow, Esq. Sachnoff & Weaver, Ltd. 30 South Wacker Dr., 29ch Floor Chicago, Illinois 60606-6400 (312) 207-1000 DKS 158 I MICHAEL R. KOHN AND ASSOCIATES INC, * RE: Safeguard America, Inc. Prospect Heights, IL 60070 Clanton, AL 35045 Berlin, WI 54923 I, THE UNDERSIGNED, A CREDITOR OF SAFEGUARD AMERICA, INC. DOES HEREBY FILE. OUR CLAIM IN THE AMOUNT OF $ . (NAME OF COMPANY) By: (SIGNATURE OF OFFICER & TITLE) (STREET ADDRESS) (CITY) (STATE) (ZIP) DATED: PHONE: CONTACT PERSON: ATTACH STATEMENT OF ACCOUNT MAIL TO: MICHAEL R. KOHN & ASSOCIATES, INC. 39 SOUTH LASALLE STREET, #1410 CHICAGO, ILLINOIS 60603 DKS 159