Document bav7d81ydZrYzYNyn6yR62Zry

\ NL November 1, 1977 Commonwealth of Pennsylvania Department of Revenue Bureau of Corporation Taxes Harrisburgh, Pennsylvania 17127 Attention: Peter Capataides, Director Bureau of Corporation Taxes I John T. Lewis and Brothers Co. Box #0485-129 Dear Sir; In response to your letter of October 19, 1977, I enclose a copy of the Articles of Merger, received by the Department of State on November 8, 1976, and a copy of the Certificate of Merger, issued the same date. The tax reports covering the years 1950 through 1976 will be forwarded to you shortly. Very truly yours, lAM .fcUrtr- Edith Scherer Manager, Regulatory Relations ES: sp Enclosure NL Industries, fne./Office of General Counsel 1230 Avenue of the Americas, New York, N.Y. 10020 NL 000041904 W4'4 zfX r 246161 3-1W4B 241 this 8th day of. November 192. ftte-tm Commonwealth of Pennsylvania DSCB :BCL--903 (Rev. 8-72) Department of State fWatFwkWjfeW %tseip*ftrefprs{4 is mat d ti fr* Jrtstes sf Karpr-- fteest E*rjwnti* - (Line for numbering) COMMONWEALTH OF PENNSYLVANIAC' l. TIL DEPARTMENT OF STATE CORPORATION BUREAU Secretary of the Commonwealth ... ' '. 9SBK (Box for Certification) In compliance with the requirement* of section 903 of the Business Corporation Law. act of May 5. 1933 (PL. 3641) (15 P. S, .51903). the undersigned corporations, desiring to effect a merger, hereby certify that: 1. The name of the corporation surviving the merger he NATIONAL LEAD COMPANY_____________ ______________ H. (Check and complete one of the following); FI The surviving corporation is a domestic corporation and the location of its registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform llo the records of the Department): (MUUSSftI (STtcf) IC1TVI ______________ ____________ _____ Pennsylvania_________________________________________________________ (Zip COOEl fX! The surviving corporation is a foreign corporation incorporated under the laws of 1NKAeUEwOFJJUeBirSsOlCeTylOWI ________ and the location of its office registered with such domiciliary jurisdiction is: 15 Exchange Place fNUWBERj fSTREET) Jersey City, 4&TY| New Jersey ' iSTATEi Q7m% (Zip COOEl The location of its registered office in this Commonwealth is: f c/o C T Corporation System. 12^ SouthBroad Street. tWUUMm (STflEETl _Phj-ladelphia. " fClTTI ________________ * Pennsylvania 19109 t?|5" COOEl 3. The name and the location of the registered office of each other domestic business corporation and quali fied foreign business corporation which is a party to the plan of merger are as follows JOHN T. ;LEWIS AND BROTHERS COMPANY c/o C Y Corporation System 123 South Broad Street* iMiafeiphlB, fcaasylvMiia 19100 ........ qualified in .. *a4 party to ffe iftelfer are is fftlloWg: - - --w" - -- - a N 27483.01 NL 000041905 DSCB:BCL--903 (Rev. 6-72H ,: INSTRUCTIONS FOR COMPLETION OF FORM. A. If a now corporation results front the transaction the form should be rewritten as Articles of Consolida tion and modified at eordinKly. B. A foreign business corporation may fx> a party to a merger notwithstanding the fact that fit has not received a certificate of authority to do business in Pennsylvania However, if the surviving corporation is a foreign corporation which is not the holder of a Certificate of Authority under the Business Corporation Law on the efiecthe date of the merger, them must lx- submitted with this form tax cleaiance tenifiiate.s from the Department oi Revenue and the Bureau of Employment Security of the Department of Labor and Industry with respect to each domestic corporation and qualified foreign corporation evidencing payment of alt taxes and charges payable to the Commonwealth. C. Any necessary copies of Form DSCB. 17.2 (Consent to Appropriation rtf'Name) or Form DSCB: 17J (Consent to Use of Similar Namcr shall accompany Articles of Merger effecting a change of name. D. Any necessary governmental approvals shall accompany this form. E. One of the following statements or the equivalent shoold be used in the second column of Paragraph 5 to set forth the manner ol adoption. "Adopted by action of the board of directors pursuant to section 902 1 of the'Business Corporation Law." j "Approved by the affirmative vote xK the shareholders entitled to vote thereon at a meeting called after at least tcii dlays written notice to all shareholders of record, whether or not entitled to vote .thereon, setting forth such purpose." "Approved by a consent or consents in writing, setting forth the action so taken, signed by all of the shareholders entitled to vote thereon, and filed with the secretary of the corporation" (where action ts taken by partial written consent pursuant to the Articles, this paragraph should be modified aeeoidingly i. ---* F. Where more than two corporations are parties to the merger appropriate additional corporate sig natures should be added AH parties to the merger shall execute the Articles of Merger, including a nonqualified corporation which is not a surviving corporation and which is not otherwise mentioned in the body Of the Articles of Merger. I ML 000041908 / D 3-1-76:48 3 243 Dsce xo ;Re-> s-rsHa TES riMONY WHEI EOF. each undersigned corporation has caused these Articles of Merger to be si*, ,-d by a duly authorised 'Beer and Us/o*poc3ie al. duly attested by another such officer, to be her- unto affixed this ,------day of . 1SJ76-- NAL LEAD COMPANY Attest By: (SlGNATlWCf Gray Castle, Vice-President 3BXiHSffiSSXv. pr es en t : {StGNATUI Jeanette L. Behrend, Ass*t. Secy, SCDUOSCSOKRT as s is t an t secftTARrXX3C (CORPOFIATE SAi. JOHN T. LEWIS AND BROTHERS COMPANY --\ (HAU Of CORPORATION! C^Oo Ux . (SIGNATURE) John T. Rafferty -President iKDe<3WatKKv,c ppeS'DEKT go (PA. - 1883!) ** 1 NL 000041907 P8C8 6CL-- (Rv. 8-?-a '^ 3-176:48 4. (Check, and If appropriate, complete one of the following;.- 2A3 I OP The plan of merger shall be effective upon filing these Articles of Merger in the Department of State. j 1 The plan ol merger shall be efFeclivc on -------- -- (DATE) . at. [HOUR) 3 The manner in which the plan of merger was adopted by each domestic coiporation is as follows: - - ' hU(E Op COft^ORATtOW _____ .. . __________.. _____ VLHHI& Of AQQPTiQfo JOHN T. LEWIS AND BROTHERS COMPANY Approved by a consent In' writing signed by the sole shareholder entitled, to vote thereon and filed with the Secretary of the corporation . ^ i 6. (Strike out this paragraph If no forc-ign corporation 4s party to the merger.) The plan was authorized, adopted or approved, as the case may be. by the foreign corporation (or each of the foreign corporations) in accordance with the laws of the jurisdiction in whk.it it was formed. . .. 7. The plan of merger is set forth in Exhibit A. attach, i hereto arsd made a pan hereof. 8. (Strike out this paragraph If the surviving corporation is a domestic corporation.) The Secretary I the Commonwealth and his successor in office is hereby designated as the true and lawful attorney f the surviving corporation upon whom may be served all lawful process in any proceeding against It for .enforcement against it of any obligation of am constituent doroestk corog^itran or any obligation arising from the merger proceedings or any action or proceeding to doterinithe rights of any shareholder under the provisions of section 908 of the Business Corporation Law. "TOWa^viving corporation hereby agrees that the service of process upon the Secretary of the J'orrunpnwealth shall be of the same legal *WaU- vominuc to force as long as any of the aforesaid obligations antfrighu itsnam ou6un4j^| i ms common'- wealth 3 a i3 'T ,.-yc.lf99W.' ML 000041906 ^ 3-1-76:1/ 244 EXHIBIT A PLAN OF MERGER i (tii 1. NATIONAL LEAD COMPANY hereby merges JOHN T. LEWIS AND BROTHERS COMPANY into itself and JOHN T. LEWIS AND BROTHERS COMPANY hereby merges into NATIONAL LEAD 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 surviving corporation* in office on the effective date of the merger, shall continue to be and remain the directors and officers of the surviving corporation. *}. On the effective date of the merger all of the issued and outstanding shares of JOHN T. LEWIS AND BROTHERS COMPANY * all of which are owned by the surviving corporation* shall be cancelled and no shares of the surviving corporation shall be Issued in exchange therefor. ML 000041909 N 27483.02 245 246161 SpparfmMtt of ^falt (To All tin <Tf|pai PtrsmlB l^ail Cmnr, (Srppfttuj: HiierPiis, Under the provisions of Article IX of the Business Corporation Law (Act of May 5, 1953, P. L. 364), as amended, the Department of State is authorized and required to issue a CERTIFICATE OF MERCER evidencing the merger of any. one or more domestic corporations, and any one or more foreign corporations into one of such corporations under the provisions of that law; and I The stipulations and conditions of that law relating to the merger of such corporations have been fully complied with by JOHN T. LEWIS AND BROTHERS COMPANY, a Pennsylvania corporation and NATIONAL LEAD COMPANY, a New Jersey corporation. Jt tfi, cf]n?forpf Certified, That from the Articles of Merger filed with the Department ofState, it appears that JOHN T. LEV?IS AND BROTHERS COMPANY, the Pennsylvania corporation has been merged into NATIONAL LEAD COMPANY, the New Jersey corporation. En mu That subject to the Constitution of this Commonwealth, and under authority of the Business Corporation Law, I DO BY THESE PRESENTS, which I have caused to be sealed with the Great Seal of the Commonwealth, hereby declare that NATIONAL LEAD COMPANY, the New Jersey corporation, shall be the surviving corporation. Dsce-5s-an-?5 <iimt under my Hand and the Great Seal of the Common wealth, at the City of Harrisburg, this 8th day of November in the year of our Lord one thousand nine hundred and seventy-sis and of the Commonwealth the two hundred and first. Secretary of the Commonwealth he ML 000041810 N 27483.03