This excerpt taken from the WTS 10-Q filed Aug 9, 2005.
A DELAWARE CORPORATION
Watts Industries, Inc. (Watts Industries), a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That Watts Industries was incorporated on December 27, 1985, pursuant to the laws of the State of Delaware;
SECOND: That Watts Industries owns one hundred percent (100%) of the issued and outstanding shares of the common stock of Watts Investment Company (Watts Investment), a Delaware corporation, which was incorporated on July 22, 1991, pursuant to the Delaware General Corporation Law (the DGCL);
THIRD: That Watts Industries by the following resolutions of its Board of Directors, duly adopted by consent of the Board of Directors as of December 20, 2002, did determine to merge Watts Investment with and into itself, which resolutions are as follows:
RESOLVED: That, effective upon the filing of an appropriate Certificate of Ownership and Merger (the Certificate of Ownership and Merger) embodying these resolutions with the Secretary of State of Delaware, Watts Investment Company, a Delaware corporation and wholly owned subsidiary of the Company (the Subsidiary), shall be merged (the Merger) with and into the Company, and the Company shall be the surviving corporation possessed of all the estate, property, rights, privileges and franchises of the Subsidiary, and the Corporation shall assume all of the liabilities and obligations of the Subsidiary pursuant to and in the manner prescribed by Section 253 of the DGCL.
RESOLVED: That the President and Chief Financial Officer, Treasurer and Secretary or other proper officer of the Company (the Authorized Officers) be, and each of them acting singly hereby is, authorized, empowered and directed in the name and on behalf of the Company, to execute and file or cause to be filed with the Secretary of State of Delaware, the Certificate of Ownership and Merger as required by Section 253 of the DGCL, and any and all additional documents and information required to be filed therewith.
RESOLVED: That the Merger shall be effective upon the filing of the Certificate of Ownership and Merger, or at such later date provided therein, with the Secretary of State of Delaware.
RESOLVED: That upon the proposed Merger becoming effective, each outstanding share of capital stock of Subsidiary owned of record by the Company shall cease to be outstanding, without any payment being made in respect thereof.
RESOLVED: That any and all actions heretofore taken by any officer or director of the Company contemplated by or in connection with the Merger be, and each of them hereby is, ratified, confirmed and approved in all respects.
RESOLVED: That, anything in these resolutions or elsewhere to the contrary notwithstanding, the Merger may be amended or terminated and abandoned by the Board of Directors of the Company at any time prior to the date of filing the Certificate of Ownership and Merger with the Secretary of State of Delaware.
FOURTH: That the Certificate of Incorporation of Watts Industries, which is the surviving corporation, shall continue in full force and effect as the Certificate of Incorporation of the surviving corporation; and
FIFTH: That this Certificate of Merger shall be effective as of 5:00 p.m., Eastern time, on December 20, 2002.
WITNESS WHEREOF, said Watts Industries has caused this Certificate to be signed
by its duly elected, qualified and acting Chief Financial Officer, this 20th
day of December, 2002.