Exhibit 3.29
Page 1
State of Delaware
Office of Secretary of State
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AGREEMENT
OF MERGER OF "NFC MERGER CORPORATION" MERGING WITH AND INTO "ALLIED VAN LINES,
INC." UNDER THE NAME OF "ALLIED VAN LINES, INC." AS RECEIVED AND FILED IN THIS
OFFICE THE NINTH DAY OF FEBRUARY, A.D. 1988, AT 1 O'CLOCK P.M.
/s/ Michael Harkins
-------------------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 1577615
[SEAL]
Date: 02/09/1988
SEAL OF THE STATE OF DELAWARE
888040052
AGREEMENT OF MERGER
OF
NFC MERGER CORPORATION
AND
ALLIED VAN LINES, INC.
This Agreement of Merger ("Agreement"), dated January 24, 1988, is made
and entered into by and between NFC Merger Corporation, a Delaware corporation
("Newco"), and Allied Van Lines, Inc., a Delaware corporation (the "Company,"
and, collectively with Newco, the "constituent corporations").
WITNESSETH:
WHEREAS, the Company, National Freight Company International Holdings
(U.S.A.) Inc., a Delaware corporation (the "Acquiror"), and National Freight
Consortium p.l.c., a company organized under the laws of the United Kingdom
("NFC"), have entered into an Agreement and Plan of Merger dated as of November
27, 1987 ("Merger Agreement"), which contemplates the merger of Newco with and
into the Company; and
WHEREAS, the Company, Acquiror, NFC and Newco wish for the Company and
Newco to execute a definitive agreement of merger to effect the purposes of the
Merger Agreement and to satisfy the requirements of the General Corporation Law
of the State of Delaware ("Delaware Law");
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and in the Merger Agreement and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, it is hereby agreed
that:
1. The merger shall become effective (the "Effective Time") upon the
filing of this Agreement with the Secretary of State of Delaware.
2. At the Effective Time, Newco shall merge with and into the Company
(such merger being hereinafter referred to as the "Merger") upon the terms and
conditions set forth herein and in the Merger Agreement and in accordance with
Delaware Law, and the Company shall continue as the surviving corporation, and
(a) the separate corporate existence of Newco shall cease; (b) the Restated
Certificate of Incorporation of the surviving corporation shall be amended to
read as set forth in Exhibit A attached hereto; (c) the bylaws of Newco in
effect immediately prior to the Effective Time shall be the bylaws of the
surviving corporation; (d) the directors of the surviving corporation shall be
those persons who were the directors of Newco immediately prior to the Effective
Time or such other persons as may be designated by Newco; and (e) the officers
of the surviving corporation shall be those persons who were the officers of the
Company immediately prior to the Effective Time.
3. At the Effective Time, the shares of capital stock of each of the
constituent corporations shall by virtue of the Merger, without any further
action on the part of either of the constituent corporations or the respective
holders of such shares of capital stock, be converted or cancelled as follows:
(a) each Share of common stock, par value $.1O, of the Company (the
"Shares") (i) held by the Company as treasury stock, or (ii) owned by the
Acquiror, Newco or any other subsidiary or affiliate of the Acquiror shall
forthwith be cancelled without payment of any consideration therefor and without
any conversion thereof;
(b) each share of common stock of Newco then issued and outstanding
and owned, directly or indirectly, by the Acquiror shall be converted into and
become one validly issued, fully paid and non-assessable share of common stock
of the surviving corporation, which shall be owned, directly or indirectly, by
the Acquiror and which shall constitute the only issued and outstanding shares
of capital stock of the surviving corporation; and
(c) each Share then issued and outstanding (other than Shares held
by stockholders who properly exercise dissenters' rights, if available, with
respect
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to the Merger under Delaware Law, and other than Shares referred to in
Section 3(a)) shall be converted into the right to receive, and shall be
exchangeable for, a distribution of cash in the amount of $93.965882 per share,
without any interest thereon, pursuant to the terms of Section 2.3 of the Merger
Agreement (the "Initial Distribution") and a contingent distribution of up to
$l.339744 per share, plus interest earned thereon in cash from the Escrow Fund
as defined in and pursuant to the terms of Section 2.5 of the Merger Agreement
("Escrow Distribution"); provided, however, that each then outstanding Share
issued on or after November 10, 1987 pursuant to a Share Purchase Agreement
restricting the holder of such Share from participating in any premium paid for
Shares in connection with the Merger shall entitle the holder thereof to receive
the price per Share provided for in such Share Purchase Agreement in lieu of the
Initial Distribution and the Escrow Distribution, and no further consideration
shall be payable in respect of such Shares.
4. This Agreement is subject to all of the terms, conditions and covenants
of the Merger Agreement.
5. This Agreement may be terminated by the mutual consent of Newco and the
Company and shall automatically terminate upon termination of the Merger
Agreement pursuant to Section 8.1 of the Merger Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date hereof by their duly authorized officers pursuant to resolutions
adopted by their respective Boards of Directors.
NFC MERGER CORPORATION ALLIED VAN LINES, INC.
By: [ILLEGIBLE] By: [ILLEGIBLE]
------------------------------ ----------------------------------
President President
Attest: [ILLEGIBLE] Attest: [ILLEGIBLE]
-------------------------- ------------------------------
Secretary Assistant Secretary
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ACKNOWLEDGMENT
STATE OF ILLINOIS )
)
COUNTY OF COOK )
BE IT REMEMBERED, that on this 24th day of January, 1988, personally
appeared before me, a Notary Public in and for the State and County aforesaid,
Peter P. Mazzetti, to me known and known to be the person described in and who
executed the foregoing Agreement of Merger as President of Allied Van Lines,
Inc., a corporation of the State of Delaware and one of the constituent
corporations described in and party to the foregoing Agreement of Merger, who
acknowledged before me that he executed the same as President of his respective
constituent corporation, that the foregoing Agreement of Merger is the act, deed
and agreement of his respective constituent corporation, and that the facts
stated therein are true.
Witness my hand and affixed seal in the County and State aforesaid this
24th day of January, 1988.
/s/ Deanna L. Patton
--------------------------------
Notary Public
[NOTARY STAMP]
State of Illinois
My Commission Expires: 9/14/91
----------
(NOTARIAL SEAL)
ACKNOWLEDGMENT
STATE OF ILLINOIS )
)
COUNTY OF COOK )
BE IT REMEMBERED, that on this 24th day of January, 1988, personally
appeared before me, a Notary Public in and for the State and County aforesaid,
Edward A. Wall, to me known and known to be the person described in and who
executed the foregoing Agreement of Merger as President of NFC Merger
Corporation, a corporation of the State of Delaware and one of the constituent
corporations described in and party to the foregoing Agreement of Merger, who
acknowledged before me that he executed the same as President of his respective
constituent corporation, that the foregoing Agreement of Merger is the act, deed
and agreement of his respective constituent corporation, and that the facts
stated therein are true.
Witness my hand and affixed seal in the County and State aforesaid
this 24th day of January, 1988.
/s/ Deanna L. Patton
--------------------------------
Notary Public
[NOTARY STAMP]
State of Illinois
My Commission Expires: 9/14/91
----------
(NOTARIAL SEAL)
EXHIBIT A
RESTATED CERTIFICATE OF INCORPORATION
OF
ALLIED VAN LINES, INC.
(Originally Incorporated on March 12, 1928)
I.
The name of this Corporation shall be: ALLIED VAN LINES, INC.
II.
The address of the registered office of this Corporation in the State of
Delaware is 1013 Centre Road in the City of Wilmington, County of New Castle
19805, and the name of its registered agent at that address is Corporation
Service Company.
III.
The purpose of this Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
IV.
This Corporation is authorized to issue two classes of stock designated
"Preferred Stock" and "Common Stock," respectively. The total number of shares
of Preferred Stock authorized to be issued is Ten Thousand (10,000) and each
such share shall have a par value of one cent ($0.01). The total number of
shares of Common Stock authorized to be issued is Ten Thousand (10,000) and each
such share shall have a par value of one cent ($0.01).
Each holder of Common Stock shall be entitled to one vote for each share
of Common Stock held of record by such holder and shall be entitled to vote with
respect to all matters as to which a stockholder of a Delaware corporation would
be entitled to vote.
The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors of this Corporation is hereby authorized, by
filing a certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations or restrictions thereof,
including but not limited to the fixing or alteration of the dividend rights,
dividend rate, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or prices, and the
liquidation preferences of any wholly unissued series of shares of Preferred
Stock, or any of them; and to increase or decrease the number of shares of any
series subsequent to the issue of the shares of that series, but not below the
number of shares of such series then outstanding. In case the
number of shares of any series shall be so decreased, the shares constituting
such decrease shall resume the status which they had prior to the adoption of
the resolution originally fixing the number of shares of such series.
V.
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of this Corporation is expressly authorized to make,
repeal, alter, amend and rescind the Bylaws of this Corporation.
VI.
Election of directors at an annual or special meeting of stockholders
need not be by written ballot unless the Bylaws of this Corporation shall so
provide.
VII.
A director shall not be personally liable to this Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided that this provision shall not eliminate or limit the liability of a
director (i) for any breach of his duty of loyalty to this Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) under Section
174 of the General Corporation Law of Delaware, or (iv) for any transaction from
which the director derives an improper personal benefit.
VIII.
This Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein
are granted subject to this reservation.
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CERTIFICATE OF SECRETARY OF
NFC MERGER CORPORATION
A DELAWARE CORPORATION
I, Phillip W. Rose, Secretary of NFC Merger Corporation, a Delaware
corporation (the "Company"), do hereby certify that the Agreement of Merger, to
which this Certificate is attached, after having been submitted to and duly
approved by the Board of Directors of the Company and signed by the President of
the Company, was then consented to in writing by the sole stockholder of the
Company.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 24th day of
January, 1988.
[ILLEGIBLE]
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Secretary