Document RakdrKOE6J7ENzaNpozbEQBQz

C T CORPORATION SYSTEM /ssoc'ared W'/Y/? The Corporation Trust Company 277 PARK AVENUE. NEW YORK N Y. 10017 (21,2) 826-1800 flEC 3 1970 December 2, 1976 Ms. Sharon Land Oberraan Manager, Regulatory Relations N L Industries, Inc. Office of the General Counsel 1221 Avenue of the Americas New York, New York 10020 Dear Ms. Oberraan: RE: NATIONAL LEAD COMPANY In accordance with our telephone conversation, we have compiled and now submit to you three copies of Articles of Merger involving the above named company wherein all three Missouri corporation are listed. Would you kindly have the original and one copy executed and returned to this office for filing. There should be no reason why this filing cannot be accomplished before the end of this year. Very truly yours. C T CORPORATION SYSTEM \/~*, ''Q,t-O ^ * QfGerard B. Gitjuere Assistant Secretary/ GBGslr N 27478 ML 000041882 n r ARTICLES OP MERGER OP COBALT NICKEL REDUCTION COMPANY HOYT METAL COMPANY AND NATIONAL PIGMENTS AND CHEMICAL CO. INTO NATIONAL LEAD COMPANY ! * * ft The undersigned corporations, pursuant to the provisions of "The General and Business Corporation Lav? of Missouri", as amended, hereby execute the following Articles of Merger: ARTICLE ONE The names of the corporations proposing-to merge and the names of the States under the law of which such corporations 'are organized are as follows: ' Name of Corporation NATIONAL LEAD COMPANY State of Incorporation Hew Jersey COBALT NICKEL REDUCTION COMPANY i' tKOYT METAL COMPANY Missouri Missouri ^NATIONAL PIGMENTS AND CHEMICAL CO Missouri Ij ARTICLE TWO The laws of New Jersey, the State under which such foreign corporation Is organized, permit such merger. i N 27478.01 000041883 NL r- ARTICLE THREE The name of suryiving corporation shall be NATIONAL ;j 'LEAD1 COMPANY and it shall be governed by the laws of the State of New Jersey, ' ARTICLE FOUR The Plan of Merger is as follows: j! 1. NATIONAL LEAD COMPANY hereby merges COBALT NICKEL REDUCTION COMPANY, HOYT METAL COMPANY and NATIONAL PIGMENTS AND CHEMICAL CO. into itself and COBALT NICKEL REDUCTION COMPANY, HOYT METAL COMPANY and NATIONAL PIGMENTS AND , CHEMICAL CO. hereby merge into NATIONAL LEAD i| COMPANY, which shall be the "surviving corporation. 2. The Certificate of Incorporation and the By-Laws of the surviving corporation, in effect !. on the effective date of the merger, shall continue to be and remain the Certificate of Incorporation and the By-Laws of the surviving corporation. 3. The directors and officers of the sur viving corporation. In office on the effective date of the merger, shall continue to be and i! remain the directors and officers of the surviving corporation. 4. On the effective date of the merger all of the issued and outstanding shares of COBALT i' NICKEL REDUCTION COMPANY, HOYT METAL COMPANY and NATIONAL PIGMENTS AND CHEMICAL CO. all of which are owned by the surviving corporation, shall be cancelled and no shares of the surviving corporaI1 tion shall be issued in exchange therefor. ARTICLE FIVE i; The Board of Directors of NATIONAL LEAD COMPANY, by `unanimous written consent, approved the Plan of Merger set forth iin these articles, which plan was thereafter approved by the iunanlmouB written consent of the shareholders entitled to vote 2 NL 000041884 I' The Board of Directors of COBALT NICKEL REDUCTION S* . i,COMPANY, by unanimous written consent, approved the Plan of Merger .set forth in these articles, which plan was thereafter approved 1 by the unanimous written consent of the shareholders entitled to vote thereon. ' The Board of Directors of HOYT .METAL COMPANY, by 'unanimous written consent, approved the Plan of Merger set forth in these articles, which plan was thereafter approved by the . unanimous written consent of the shareholders entitled to vote ..thereon. .J The Board of Directors of NATIONAL PIGMENTS AND CHEMICAL CO., by unanimous written consent, approved the Plan of Merger I: i set forth In these articles, which plan was thereafter approved I' by the unanimous written consent of the shareholders entitled to 'vote thereon. !i ARTICLE SIX As to each corporation, the number of shares outstand ing and the number of shares entitled to vote are: NAME OP r CORPORATION ^NATIONAL LEAD COMPANY COBALT NICKEL REDUCTION COMPANY 'HOYT METAL COMPANY ^NATIONAL PIGMENTS AND CHEMICAL CO. TOTAL NUMBER OP SHARES OUTSTANDING 1,000 5 2,500 10 TOTAL NUMBER OP SHARES ENTITLED TO VOTE 1,000 5 2,500 10 ,) jii 3 - IVL 000041885 ARTICLE SEVEN As to each corporation, the number of shares voted for ;|and against the plan, respectively, are: NAME OP CORPORATION TOTAL SHARES VOTED FOR TOTAL SHARES VOTED AGAINST NATIONAL LEAD COMPANY ij COBALT NICKEL REDUCTION COMPANY 1,000 5 0 0 :HOYT METAL COMPANY 2,500 0 :j NATIONAL PIGMENTS AND CHEMICAL CO. 10 0 , ARTICLE EIGHT (j All provisions of the laws of the State of Missouri and the State of Hew Jersey applicable to the proposed merger i have been complied with* ,, ARTICLE NINE It is agreed that, upon and after the issuance of a Certificate of Merger by the Secretary of State of the State of 'Missouri: 1. The surviving corporation may be served with process in the State of Missouri in any proceeding for the enforcement of j.any obligation of any corporation organised under the laws of the I State of Missouri which Is a party to the merger and in any -pro, ceading for the enforcement of the rights of a dissenting share- i i.holder of any such corporation organized under the laws of the estate of Missouri against the surviving or new corporation, i 2. The Secretary of State of the State of Missouri :shall be and hereby is Irrevocably appointed as the agent of the ''surviving corporation to accent service of process in any such ji proceeding; the address to which the service of process in any ,such proceeding shall be mailed is c/o N L Industries Inc., 1,1221 Avenue of the Americas, New York, N.Y. 10020. NL 000041886 U n 11 3. The surviving corporation will promptly pay to the dissenting shareholders of any corporation organized-under the laws of the State of Missouri which is a party to the merger the amount, if any, to which they shall be entitled under the pro- ; visions of "The General and Business Corporation Law of Missouri" Iwith respect to the rights of dissenting shareholders. ; ARTICLE TEH The surviving corporation states as follows: j 1. Said corporation will not own property in the >'State of Missouri. ' 2, Said corporation will do business in the State of ^.'Missouri. IN WITNESS WHEREOF, said COBALT NICKEL REDUCTION COMPANY, a corporation existing under the laws of the State of Missouri, has caused these Articles to be executed in its name by its Vice President, and its corporate seal to be thereto affixed, attested ,j :by its Assistant Secretary this 1st day of October, 197?. j COBALT NICKEL REDUCTION COMPANY j,ATTEST ? Jojjiri T. Rafferty/, Vice President Sharon L. Oberman, Assistant Secretary 'i i: (CORPORATE SEAL) NL 000041887 IN WITNESS WHEREOF, said HOYT METAL COMPANY, a corpora tion existing under the laws of the State of Missouri, has caused j;these Articles tp be executed in its nans by its Vice President, !and its corporate seal to be thereto affixed, attested by Its .^Assistant Secretary this 1st day of October, 1976. ; ATTEST! HOYT METAL COMPANY O :? s'irC,Ry ,7 - / V/ a -r r John T Raffrarjcy, / ice President _________________ _______ Sharon L, Oberman, Assistant Secretary (CORPORATE SEAL) i , IN WITNESS WHEREOF, said NATIONAL PIGMENTS AND CHEMICAL ,CO., a corporation existing under the laws of the State of Missouri, .1 r has caused these Articles to be executed in Its name by its Vice | i .President, and its corporate seal to be thereto affixed, attested ; by its Assistant Secretary this 1st .day of October, 1976. ) NATIONAL PIGMENTS AND CHEMICAL CO. By [ "John T. RaffdVty ^yice President ATTEST! Sharon L. Oberman, Assistant Secretary (CORPORATE SEAL) NL 000041888 -6 n |< IN WITNESS WHEREOF, said NATIONAL LEAD COMPANY, a cor ip'5 oration existing under the laws of the State of. New.Jersey, has paused these Articles to be executed in Its name by Its Vice president, and its corporate seal to be thereto affixed, attested by its. Assistant Secretary this 1st day of October, 1976, NATIONAL LEAD COMPANY 'ATTESTS V' * /, A /J- a a Jeanette L. Rehrend, Assistant Secretary ; (CORPORATE SEAL) ii STATE OF HEW YORK ) ) ss, COUNTY OF NEW YORK ) I, / ' , a Notary Public, do hereby certify that on this 1st day of October, 1976, personally appeared before me JOHN T. RAFFERTY, who, being by ms first duly sworn, i' '^declared that he is the Vice President of COBALT NICKEL REDUCTION I COMPANY, that he signed the foregoing document as Vice President h of the corporation, and that the statements therein contained are ]i ; true. My Commission Expires: Notary Public ' FRtO ROERSHEIMES Hoiory Public. Side of NowJo* Mo. S2-63U000 i?7s -7- NL 000041883 n *; STATE OP HEW YORK ) f] 5 S S /COUNTY OP NEW YORK ) ij I, ' '' , a Notary Public, do hereby certify that on this 1st day of October, 1976, personally appeared lj (.before me JOHN T. RAFFERTY, who, being by me first duly sworn, ii declared that he is the Vice President of HOYT FETAL COMPANY, '.'that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true. rI. ; ! i ll 'My ,, * :} Commission Expiresi ' - ____ v vr.. / -/7r- _ ,V. Notary Public WED FLOERSHEIMER Notam puHIc , sia*e of k . Vo* Nc. 52-6337000 Qu-il. m Suffolk Co. Cerlificato fMod in New York County Ccn-iomsion Expires March 30, 1978 -- 'STATE OF NEW YORK ) ^ s s COUNTY OF NEW YORK ) I, ' * - ' ' ' ' , a Notary Public, do hereby i j,certify that on this 1st day of October, 1976, personally appeared ';before me JOHN T. RAFFERTY, who, being by me first duly sworn, ^declared that he is the Vice President of NATIONAL PIGMENTS AND :CHEMICAL CO., that he signed the foregoing document as Vice President of the corporation, and that the statements therein ''contained are true, i |i ]! /My Commission Expires: ,/,Notary Public -8- NL 000041890 n I* ''STATE OP HEW YORK ) ,, ) ss. 'COUNTY OP HEW YORK ) !i I, -- " , a Notary Public, do hereby certify that on this 1st day of October, 1976, personally appeared before me GRAY CASTLE, who, being by me first duly sworn, declared that he is the Vice President of NATIONAL LEAD COMPANY, that he ^signed the foregoing document as Vice President of the corporation, ' and that the statements therein contained are true.- My Commission Expires! Notary Public FRED FLOERSHEIMER Wofary Public, SUi; of Hew York >'io. 52-6337000 pafl. m SuifoU CtrWca'n fifed fe N Caunly l