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EXHIBIT 3.74
[STAMP]
CERTIFICATE OF MERGER
OF
BROCKWAY PLASTICS, INC., A FOREIGN CORPORATION
INTO
BROCKWAY IMCO, INC., A DOMESTIC CORPORATION
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BROCKWAY IMCO, INC., the undersigned corporation, does hereby certify:
FIRST: That the name and state of incorporation of each of the constituent
corporations to this merger is as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Brockway Imco, Inc. Delaware
Brockway Plastics, Inc. Tennessee
SECOND: That the laws of the state under which Brockway Plastics, Inc. is
organized permits such merger.
THIRD: That the attached Agreement and Plan of Merger, dated June 25, 1985,
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of Section 252(c)
of the General Corporation Law of the State of Delaware.
FOURTH: That the name of the surviving corporation of the merger is
Brockway Imco, Inc., which shall herewith be changed to Brockway Plastics, Inc.,
a Delaware corporation.
FIFTH: That the following is the only amendment effected by this merger to
the Restated Certificate of Incorporation of Brockway
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IMCO, Inc., a Delaware corporation, the surviving corporation, which
Restated Certificate of Incorporation was filed with the Secretary of State
of Delaware on January 28, 1970 and amended by a Certificate of Amendment,
dated June 1, 1984 and filed on June 4, 1984:
"FIRST: The name of the corporation is
BROCKWAY PLASTICS, INC."
SIXTH: That Brockway, Inc. (NY), the sole stockholder of each constitutent
corporation, has consented to this merger and has been given an executed
counterpart of the Agreement and Plan of Merger.
SEVENTH: That the authorized capital stock of each foreign corporation
which is a party to the merger is as follows:
<Table>
<Caption>
Corporation Class Number of Shares Par Value
- ----------- ----- ---------------- ---------
Brockway Plastics, Inc. Common 2,000 None
</Table>
EIGHTH: That, in accordance with the Agreement and Plan of Merger, the
merger shall become effective on (i) the close of business on the last date on
which a certificate or articles of merger shall be filed with the Offices of
Secretary of State of the States of Delaware and Tennessee; or (ii) June 30,
1985, whichever occurs later.
NINTH: That the executed agreement of merger is on file at the principal
place of business of the surviving corporation: Brockway Plastics, Inc., 701 E.
Byrd Street, Richmond, Virginia 23218.
TENTH: That a copy of the agreement of merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
BROCKWAY IMCO, INC.
ATTEST:
P.R. Burnaman By William E. Kelleher, Jr.
- ------------------------- ------------------------
Secretary Vice President
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated June 25, 1985, pursuant to Section
252 of the General Corporation Law of the State of Delaware and Section 48-006
of the Tennessee General Corporation Act, is entered into by and between
BROCKWAY IMCO, INC., a Delaware corporation (herein called "Imco"), and BROCKWAY
PLASTICS, INC., a Tennessee corporation (herein called "Plastics").
W I T N E S S E T H T H A T:
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WHEREAS, the authorized capital stock of Imco consists of 300,000 shares of
Common Stock, no par value, (herein called "Imco Common"), 300,000 shares of
which are now issued and outstanding; and
WHEREAS, the authorized capital stock of Plastics consists of 2,000 shares
of Common Stock, no par value, (herein called "Plastics Common"), 200 shares of
which are now issued and outstanding; and
WHEREAS, the respective Boards of Directors of Imco and Plastics have
recommended that Plastics be merged into Imco upon the terms and conditions
herein set forth and have accordingly recommended to the shareholders of each
corporation that this Agreement and Plan of Merger be approved; and
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WHEREAS, the shareholders of Imco and Plastics, by their unanimous
consents, dated June 25, 1985, have approved this Agreement and Plan of Merger.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants hereinafter contained, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Plastics shall, upon and subject to the terms and conditions set forth
herein, be merged into Imco, which shall be the Surviving Corporation and which
shall continue its corporate existence under the laws of the State of Delaware,
and the separate existence of Plastics shall cease. Immediately upon the merger
becoming effective, the name of the Surviving Corporation shall be changed to
"Brockway Plastics, Inc."
2. The time that the merger shall become effective shall be (i) the close
of business on the last date on which a certificate or articles of merger,
including this Agreement and Plan of Merger, shall be filed with the Offices of
Secretary of State of the States of Delaware and Tennessee, or (ii) June 30,
1985, whichever occurs later. For accounting and tax purposes, the merger shall
be deemed effective as of the close of business on June 30, 1985.
3. The Restated Certificate of Incorporation of Imco, as filed in the
Office of the Secretary of State of the State of
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Delaware, as previously amended and as amended to reflect the name change of the
Surviving Corporation in accordance with Paragraph 1 hereof, shall constitute,
from and after the effective date of the merger and until further amended as
provided by law, the Restated Certificate of Incorporation of the Surviving
Corporation.
4. The Bylaws of Imco as in effect immediately prior to the time the merger
becomes effective, shall be the Bylaws of the Surviving Corporation until the
same shall thereafter be altered, amended or repealed in accordance with law.
5. The officers and directors of Imco immediately prior to the time the
merger becomes effective shall be the officers and directors of the Surviving
Corporation until their successors are duly elected and qualify.
6. Upon the merger becoming effective, Plastics shall be merged into Imco,
the separate existence of Plastics shall cease, and Imco shall continue in
existence and, without other transfer, shall succeed to and possess all of the
properties, rights, privileges, patents, trademarks, licenses, immunities,
powers, purposes and franchises, as well of a public as of a private nature, and
shall be subject to all of the obligations, restrictions, disabilities and
duties, of both Imco and Plastics, all without further act or deed, as provided
by the General Corporation Law of Delaware and the General Corporation Act of
Tennessee. If at any time Imco shall consider or be
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advised that any further assignments, conveyances or assurances in law are
necessary or desirable to carry out the provisions hereof, the proper officers
and directors of Plastics as of the time the merger becomes effective shall
execute and deliver any and all proper deeds, assignments and assurances in law
and do all things necessary or proper to carry out the provisions hereof.
7. The terms of the merger, the mode of carrying the same into effect and
the manner of surrender of the certificates evidencing the outstanding shares of
Plastics shall be as follows;
(i) Each share of Imco Common which is issued and outstanding at the time
the merger becomes effective shall continue to be and represent the
same number of shares of Common Stock, no par value, of the Surviving
Corporation. Upon the merger becoming effective and the Certificate of
Incorporation being amended to reflect the name change of the
Surviving Corporation as provided in Paragraph 1 hereof, the
shareholders of the Surviving Corporation Common shall surrender the
certificates representing the issued and outstanding shares of Imco to
the Surviving Corporation, which shall immediately thereafter reissue
new certificates representing the same number of shares but reflecting
the change of name of the Surviving Corporation to Brockway Plastics,
Inc.
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(ii) Each share of Plastics Common which is issued and outstanding at the
time the merger becomes effective shall be cancelled and the
shareholders of Plastics Common shall surrender the certificates
representing the issued and outstanding shares of Plastics to Imco for
cancellation.
8. Imco and Plastics, by consent of a majority of their respective Boards
of Directors, may amend, modify or supplement this Agreement and Plan of Merger
in such manner as may be agreed upon by them in writing, at any time prior to
the filing of this Agreement and Plan of Merger with the Office of Secretary of
State of the State of Delaware or Tennessee; provided, however, that any
amendment subsequent to the adoption of this Agreement and Plan by the
shareholders of any constituent corporation shall not (1) alter or change the
amount or kind of shares, securities, cash, property and/or rights to be
received in exchange for or on conversion of all or any of the shares of any
class or series thereof of such constituent corporation, (2) alter or change any
term of the Certificate of Incorporation of the Surviving Corporation to be
effected by the merger, or (3) alter or change any of the terms and conditions
of this Agreement and Plan if such alteration or change would adversely affect
the holders of any class or series thereof of such constituent corporation.
9. This instrument contains the entire agreement between the parties hereto
with respect to the transactions contemplated in this Agreement and Plan of
Merger.
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10. This Agreement and Plan of Merger may be executed in one or more
counterparts, each of which shall be deemed to be an original instrument, but
all of which together shall constitute but one instrument.
IN WITNESS WHEREOF, Imco and Plastics have each caused this Agreement and
Plan of Merger to be executed by their duly authorized officers and their
respective corporate seals to be hereunto affixed, all as of the day and year
first above written.
ATTEST: BROCKWAY IMCO, INC.
/s/ P.R. Burnaman By /s/ William E. Kelleher, Jr.
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Secretary Vice President
[SEAL]
(Corporate Seal)
ATTEST: BROCKWAY PLASTICS, INC.
/s/ William E. Kelleher, Jr. By /s/ P.R. Burnaman
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Ass't. Secretary Treasurer
[SEAL]
(Corporate Seal)
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CERTIFICATION
I, P. R. Burnaman, Secretary of Brockway Imco, Inc. (to be known as
Brockway Plastics, Inc.) (the "Corporation"), a corporation organized and
existing under the laws of the State of Delaware, hereby certify, as such
Secretary, that the Agreement and Plan of Merger to which this Certificate is
attached, after having been first duly signed on behalf of the Corporation and
having been signed on behalf of Brockway Plastics, Inc., a corporation organized
under the laws of the State of Tennessee, was duly adopted pursuant to Section
228 of the General Corporation Law of Delaware, by the unanimous written consent
of the sole stockholder holding 300,000 shares of the Common Stock of the
Corporation, the same being all of the issued and outstanding shares entitled to
vote thereon, and that the Agreement and Plan of Merger was thereby adopted as
the act of the stockholders of the Corporation and the duly adopted agreement
and act of the Corporation.
WITNESS the due execution hereof on this 25th day of June, 1985.
/s/ P. R. Burnaman
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P. R. Burnaman, Secretary
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