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HomeMy WebLinkAboutNCS000010_OTHER_20121126r) — STORMWATER-DIVISION-CODING-SHEET- PERMIT NO. DOC TYPE ❑ FINAL PERMIT ❑ MONITORING INFO ❑ APPLICATION ❑ COMPLIANCE X OTHER -NAME 1VWtjE;nH t e (►-AWUG DOC DATE ❑ I I '�k YYYYM M DD NCDENR, Division of Water Quality Surface Water Protection Section 1617 Mail Service Center Raleigh, North Carolina 27699-1617 EVanlK INDUSTRIES November 15, 2012 CERTIFIED MAIL: RETURN RECEIPT REQUESTED Evonik Stockhausen, LLC. ARTICLE NUMBER: j 0 0 -7 y c[O 0 d 0/ Z g 3 0 Z O g O 2401Doyle Street Greensboro,NC 27406 www.evonik.com Phone +1336-333-7956 RE: Facility Name Change Fax +1336-335-3740 Evonik Stockhausen, LLC Cell +1 336-207-2050 Dieter. Bettinger@evonik.com Greensboro, Guilford County Permit No. NCS000010 To Whom It May Concern: This is to notify you of a planned merger of Evonik Stockhausen, LLC with and into Evonik Corporation to be effective as of January 1, 2013 (the "Merger"). After the Merger, Evonik Corporation (currently Evonik Degussa Corporation) will be the surviving company. Evonik Stockhausen, LLC is a wholly -owned subsidiary of Evonik Degussa Corporation. Immediately prior to the Merger, Evonik Degussa Corporation will be renamed Evonik Corporation (the "Name Change'). This Name Change does not affect any rights and obligations of Evonik Degussa Corporation or the EIN (Employee Identification Number), which remains unchanged. The address and all contact information for Evonik Degussa Corporation will remain the same after the Name Change and after the Merger. Please update your records accordingly. A Permit Name/Ownership Change Form is attached for the name change. If you have any questions please contact Ken Meyer at (336) 333-3510 or our consultant, Tony Rossano of Antea Group, at (704) 543-3907. Sincerely, Dieter Bettinger Site Manager, Greensboro ARiDivision of Water Quality / Surface Water Protection National Pollutant Discharge Elimination System NC®ENR PERMIT NAME/OWNERSHIP CHANGE FORM FOR AGENCY USE qDay- Please ❑. Permit status prior to requested change. a. Permit issued to (company name): b. Person legally responsible for permit: c. Facility name (discharge): d. Facility address: Evonik Stockhausen, LLC Dieter Bellinger First MI last Site Manager Title 2401 Doyle Street Permit Holder Mailing Address Greensboro NC 27406 City State Zip (336) 333-7956 (336) 333-3600 Phone Fax Evonik Stockhausen, LLC 2401 Doyle Street Address Greensboro NC 27406 City State Zip e. Facility contact person: Ken/Meyer (336) 333-3510 First / MI / Last Phone 111. Please provide the following for the requested change (revised permit). a. Request for change is a result of: ❑ Change in ownership of the facility ® Name change of the facility or owner b. er�rni ed to (company name): Evonik Corporation �,,r,���fj C. 1 5-I1 or permit: Dieter Bettinger hFirst MI Last Site Manager NOV 2 g 2o,2 Title 2401 Doyle Street nde dW��H QUAUTy Permit Holder Mailing Address wale" Branch Greensboro NC 27406 City State Zip (336) 333-7956 Dieter.bettinger@evonik.com Phone E-mail Address d. Facility name (discharge): Evonik Corporatioi e. Facility address: 2401 Doyle Street Address Greensboro NC 27406 City State Zip f. Facility contact person: Ken Meyer First MI Last (336) 333-3510 Ken.nieyer@evonik.com Phone E-mail Address Revised 2012Ap23 NPDES PERMIT NAME/OWNERSHIP CHANGE FORM Page 2 of 2 IV. Permit contact information (if different from the person legally responsible for the permit) Permit contact: Ken Meyer First MI Last EHS Manager Title 2401 Doyle Street Mailing Address Greensboro NC 27406 City State Zip (336) 333-3510 Ken.meyer@evonik.com Phone E-mail Address V. Will the permitted facility continue to conduct the same industrial activities conducted prior to this ownership or name change? ® Yes ❑ No (please explain) VI Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS ARE INCOMPLETE OR MISSING: ® This completed application is required for both name change and/or ownership change requests. ❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed, or a bill of sale) is required for an ownership change request. Articles of incorporation are not sufficient for an ownership change. The certifications below must be completed and signed by both the permit holder prior to the change, and the new applicant in the case of an ownership change request. For a name change request, the signed Applicant's Certification is sufficient. PERMITTEE CERTIFICATION (Permit holder prior to ownership change): 1, , attest that this application for a name/ownership change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required parts of this application are not completed and that if all required supporting information is not included, this application package will be returned as incomplete. Signature APPLICANT CERTIFICATION Date 1, Dieter Bettineer, attest that this application for a name/ownership change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required parts of this application are not completed and that if all required supporting information is not included, this application package will be returned as incomplete. ..r-L C( old Nov, 4 / 2 , 2 ature Date PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO: Division of Water Quality Surface Water Protection Section 1617 Mail Service Center Raleigh, North Carolina 27699-1617 Revised 7/2008 EVONIK STOCKHAUSEN LLC SECRETARY CERTIFICATE The undersigned, being the Secretary of Evonik Stockhausen LLC, a Delaware limited liability company (the "Company"), having a business address at 2401 Doyle Street, Greensboro, North Carolina 27406, USA, does hereby certify as follows: 1. 1 am authorized to execute and deliver this Certificate on behalf of the Company in my official capacity as Secretary of the Company. 2. 1 have access to the Company's record book and I am familiar with the matters contained therein. 3. 1 confirm that all company actions have been taken as necessary for the Company to merge with and into Evonik Corporation, with Evonik Corporation as the surviving company, effective January 1, 2013. 4. Attached hereto as Exhibit A is a true, correct and complete copy of the resolutions duly adopted by the Board of Managers of the Company as of the date set forth therein, and such resolutions constitute all the resolutions adopted by such Board of Managers relating to the merger of the Company with and into Evonik Corporation. Such resolutions have not been amended or modified, and are in full force and effect in the form so adopted. ACKNOWLEDGE that this declaration is true and correct, and I make it in the belief that a person making a false declaration is liable to penalties of perjury. IN WITNESS WHEREOF, the undersigned has executed this Secretary Certificate in the name of and on behalf of the Company as of the 7th day of November 2012 at Parsippany, New Jersey, USA. State of New Jersey SS: County of Passaic Victor Rud � Secretary I, Patricia Malcolm, a Notary Public in and for said State, hereby certify that Victor Rud whose named as Secretary of Evonik Stockhausen LLC, a Delaware limited liability company, is signed to the foregoing Certificate, who is known to me, acknowledged before to me on this day, that being informed of the contents of said Certificate, he, as such officer, and with full authority, executed the same voluntarily for and as the act of said company! Given under my hand this 7th day of November, 2012. " fir II Irrr.. ` G%A Mq otaryPubli Q� C, ==PATRLCOLM 2228335 e of New Jersey on Expires 1, 2015 A, ;►1 e o A. o +. _ :4 lit 0TA Ity ^: PUBLIC *:.I-- . .. W Evil A r EVONIK STOCKHAUSEN, LLC UNANIMOUS WRITTEN CONSENT OF THE BOARD OF MANAGERS The undersigned, being all of the members of the Board of Managers (the "Board") of Evonik Stockhausen, LLC, a Delaware limited liability company (the "Company'), do hereby consent, pursuant to Section 4.2 of the Company's limited liability company agreement, to the adoption of the following actions, which consent shall have the same force and effect as if such actions were adopted at a duly convened meeting of the Board of the Managers at which a quorum was present and voting throughout: RECITALS: WHEREAS, the Company is a limited liability company duly organized and existing under the laws of the State of Delaware, and WHEREAS, Evonik Degussa Corporation is a corporation duly organized and existing under the laws of the State of Alabama (hereinafter "Evonik Degussa'), and WHEREAS, the Board deems it advisable and in the best Interest of the Company to merge the Company with and into Evonik Degussa, with Evonik Degussa as the surviving company, and WHEREAS, prior to such merger, Evonik Degussa will be renamed Evonik Corporation. ACTIONS: RESOLVED, that following the name change of Evonik Degussa to Evonik Corporation, the Company shall be merged with and into Evonik Corporation, with Evonik Corporation as the surviving company, as follows: On January 1, 2013 at 12:01 a.m., the Company shall be merged with and into Evonik Corporation with Evonik Corporation surviving the merger. All of the outstanding membership interests of the Company shall be cancelled and no consideration shall be paid for such membership Interests. Each outstanding share of capital stock of Evonik Corporation shall continue unchanged as outstanding shares of capital stock of Evonik Corporation. Evonik Corporation shall assume all of the obligations and liabilities of the Company; and it is FURTHER RESOLVED, that the officers of the Company and their designees, and any one of them be, and each of them hereby is, authorized, empowered and directed in the name and on behalf of the Company to prepare and execute a Plan and Agreement of Merger with and into Evonik Corporation; and it is FURTHER RESOLVED, that the officers of the Company and their designees, and any one of them be, and each of them hereby is, authorized and empowered and directed, in the name and on behalf of the Company, to take any and all actions and execute and deliver and file with the appropriate governmental agencies any and all documents, agreements and Instruments as they in their judgment or in the judgment of any one of them may deem necessary or advisable in order to carry into effect the purposes and intent of, or consummate the transactions contemplated by any of the foregoing resolutions, as conclusively evidenced by the taking of such actions or the execution and delivery of such documents, agreements and instruments by any such officers and their designees; and it is FURTHER RESOVED, that any and all actions heretofore taken by such authorized officers of the Company and their designees, in their capacity as such within the terms of the foregoing resolutions, which actions would have been authorized by the foregoing resolutions except that such actions were taken prior to the adoption of such resolutions, are hereby severally adopted, ratified, and confirmed as the acts and deeds of the Company. FILING RESOLUTION: RESOLVED, that the Secretary of the Company file this Consent with the record of the proceedings of the Board of the Company. IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Managers of Evonik Stockhausen, LLC effective as of October 12, 2012 which Consent may be executed as one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [[signatures follow on the next page]] EVONIK STOC�KHAUSEN, LLC Claus Rettig Thomas Bates Reinhold Brand EVONIK STOCKHAUSEN, LLC Claus Rettig �i%46 4 EVONIK DEGUSSA CORPORATION SECRETARY CERTIFICATE The undersigned, being the Company Secretary of Evonik Degussa Corporation, an Alabama Corporation (the "Corporation"), having a business address at 299 Jefferson Road, Parsippany, NJ 07054, USA, does hereby certify as follows: I am authorized to execute and deliver this Certificate on behalf of the Corporation in my official capacity as Secretary of the Corporation. 2. 1 have access to the Corporation's record book and I am familiar with the matters contained therein. 3. 1 confirm that all corporate actions have been taken as necessary for the Corporation to change its name from Evonik Degussa Corporation to Evonik Corporation effective January 1, 2013. 4. 1 confirm that the Corporation is the sole member of Evonik Stockhausen LLC, a Delaware limited liability company ("Stockhausen") and Stockhausen will merge with and into the Corporation, with the Corporation as the surviving company, effective January 1, 2013. All corporate actions have been taken as necessary for Stockhausen to merge into the Corporation on January 1, 2013. ACKNOWLEDGE that this declaration is true and correct, and I make it in the belief that a person making a false declaration is liable to penalties of perjury. IN WITNESS WHEREOF, the undersigned has executed this Secretary Certificate in the name of and on behalf of the Corporation as of the 6th day of November 2012 at Parsippany, New Jersev. USA. V Gregory J. 1 ulli" Secretary - State of New Jersey SS: County of Passaic ) I, Patricia Malcolm, a Notary Public in and for said State, hereby certify that Gregory J. Mulligan whose named as Secretary of Evonik Degussa Corporation, an Alabama corporation, is signed to the foregoing Certificate, who is known to me, acknowledged before to me on this day, that being Informed of the contents of said Certificate, he, as such officer, and with full authority, executed the same voluntarily for and as the act of said corporation. G n under my hand this 6th day of November, 2012. ,��p yr�aiiop•' o�� otary Public ' n N b T A rt y PATRICIA MALCOIM :r r • a M. Commission q 2228335 A:� PUBLIC �: Notary Public, State of New Jarsey My Commission Expires ~ P ki February 11, 2015 ��a ':;f 1: 1?.• E4 N6W