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EXHIBIT 3.14
ARTICLES OF MERGER
OF
HUNTSMAN BULK PACKAGING CORPORATION
INTO
PLIANT CORPORATION
EFFECTIVE JANUARY 1, 2001
In accordance with Section 16-10a-1104 of the Utah Revised
Business Corporation Act (the "URBCA"), Pliant Corporation, a Utah corporation
(the "Corporation"), hereby declares and certifies as follows:
ARTICLE ONE
Plan of Merger
The Plan of Merger, dated November 15, 2000 (the "Plan of
Merger"), with respect to the merger of Huntsman Bulk Packaging Corporation, a
Utah corporation ("Bulk Packaging"), into the Corporation is attached hereto as
Exhibit A and is incorporated herein by this reference.
ARTICLE TWO
No Shareholder Approval Required
Pursuant to Section 16-10a-1104(3) of the URBCA, no
shareholder of either the Corporation or Bulk Packaging is required to approve
the Plan of Merger.
ARTICLE THREE
Share Ownership
The merger of Bulk Packaging into the Corporation (the
"Merger") is being effected pursuant to Section 16-10a-1104 of the URBCA.
Immediately prior to the Merger, the Corporation owned all of the outstanding
shares of each class of stock of Bulk Packaging.
ARTICLE FOUR
Effective Date
The effective date of the Merger is January 1, 2001, and the
effective date complies with Section 16-10a-1104(5) of the URBCA.
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IN WITNESS WHEREOF, the Corporation hereby certifies to the
truth of the facts stated herein and executes these Articles of Merger as of
December 1, 2000.
Pliant Corporation, a Utah corporation
By /s/ Ronald G. Moffitt
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Its Executive Vice President,
Secretary and General Counsel
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MAILING ADDRESS
If, upon completion of the filing of the above Articles of
Merger, the Division elects to send a copy of the Articles of Merger to the
Corporation by mail, the address to which the copy should be mailed is:
Pliant Corporation
c/o Nathan W. Jones, Esq.
Stoel Rives LLP
201 South Main Street, Suite 1100
Salt Lake City, Utah 84108
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Exhibit A
PLAN OF MERGER
(MERGER OF HUNTSMAN BULK PACKAGING CORPORATION INTO PLIANT CORPORATION)
NOVEMBER 15, 2000
The Board of Directors of Pliant Corporation, a Utah
corporation (the "Corporation") has determined that its wholly-owned subsidiary,
Huntsman Bulk Packaging Corporation, a Utah corporation ("Bulk Packaging," and
together with the corporation, the "Constituent Corporations"), should be merged
with and into the Corporation (the "Merger") in accordance with the applicable
provisions of the Utah Revised Business Corporation Act (the "URBCA") and the
Internal Revenue Code of 1986, as amended (the "Code").
I. Merger
1.1 Names and States of Incorporation. The name and state
of incorporation of each of the Constituent Corporations is as follows:
(a) Pliant Corporation, a Utah corporation, and
(b) Huntsman Bulk Packaging Corporation, a Utah
corporation.
1.2 Effective Time. In accordance with the URBCA, the
Merger shall be effective on January 1, 2001 as specified in the Articles of
Merger (the "Effective Time").
1.3 Merger. At the Effective Time, the following shall
occur:
(a) Bulk Packaging shall be merged with and into
the Corporation, and the separate existence of Bulk Packaging
shall cease.
(b) The Corporation shall be the surviving
corporation and shall continue its corporate existence in
accordance with the laws of the State of Utah and under the
name "Pliant Corporation."
(c) The Merger shall have the effects set forth
in Section 16-10a-1106 of the URBCA.
(d) All of the assets and liabilities of Bulk
Packaging (collectively, the "Assets and Liabilities") shall
become assets and liabilities of the Corporation.
1.4 Articles of Incorporation. The Articles of
Incorporation of the Corporation shall continue to be the Articles of
Incorporation of the Corporation after the Effective Time, until amended or
repealed in accordance with the URBCA.
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1.5 Bylaws. The Bylaws of the Corporation shall continue
to be the Bylaws of the Corporation after the Effective Time, until amended or
repealed in the manner provided by such Bylaws and the URBCA.
1.6 Directors. The directors of the Corporation
immediately prior to the Effective Time shall continue to serve as the directors
of the Corporation for the term specified in the Bylaws of the Corporation.
1.7 Officers. The officers of the Corporation immediately
prior to the Effective Time shall continue to be officers of the Corporation
until otherwise provided in accordance with the Bylaws of the Corporation.
II. Shares of the Constituent Corporations
2.1 Bulk Packaging Stock. As of the date of this
Agreement, (a) Bulk Packaging has an authorized capital structure consisting of
1,000,000 shares of Common Stock, and (b) 1,000 shares of the Common Stock of
Bulk Packaging are issued and outstanding.
2.2 Corporation Stock. As of the date of this Agreement,
(a) the Corporation has an authorized capital structure consisting of 10,000,000
shares of Common Stock, with no par value, and 200,000 shares of Preferred
Common Stock, with no par value; and (b) 574,006 shares of Corporation Common
Stock and 100,000 shares of Series A Preferred Common Stock are issued and
outstanding.
2.3 Conversion of Outstanding Shares. As of the Effective
Time, by virtue of the Merger and without any further action, the following
shall occur:
(a) The issued and outstanding shares of the
capital stock of the Corporation shall not be affected by the
Merger and each such issued and outstanding share of the
capital stock of the Corporation shall continue to be one (1)
share of fully paid and nonassessable stock of the same class.
(b) Each issued and outstanding share of the
Common Stock of Bulk Packaging shall be canceled (and, because
Bulk Packaging is a wholly-owned subsidiary of the
Corporation, no consideration shall be paid by the Corporation
to itself for the cancellation of the Common Stock of Bulk
Packaging).
2.4 Certificates. As soon after the Effective Time as
practicable, each certificate nominally representing shares of the Common Stock
of Bulk Packaging shall be marked canceled in accordance with Section 2.3 above.
2.5 Options, Warrants or Other Rights. At the Effective
Time, any options, warrants or other rights to purchase shares of Bulk
Packaging, without any further action, shall be terminated.
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III. General Provisions
3.1 Approval. This Agreement has been approved by the
Board of Directors of the Corporation as required by the URBCA.
3.2 Accounting Records. As of the Effective Time, the
Assets and Liabilities shall be recorded in the accounting records of the
Corporation at the amounts at which they shall be carried at that time in the
accounting records of Bulk Packaging, subject to such changes, adjustments or
eliminations as may be made in accordance with generally accepted accounting
principles.
3.3 Issuance of Shares. Between the date of this
Agreement and the Effective Time, Bulk Packaging shall not issue or cause to be
issued any additional shares of stock.
3.4 Tax Matters. Bulk Packaging and the Corporation
intend that the transaction contemplated by this Agreement shall constitute a
tax-free reorganization pursuant to Section 368(a)(1)(A) of the Code. Therefore,
all of the terms and provisions of this Agreement shall be interpreted so that
such terms and provisions are in accordance with Section 368(a)(1)(A) of the
Code.
3.5 Additional Actions. The officers of the Constituent
Corporations shall execute all such other documents and shall take all such
other actions as may be necessary or advisable to make this Agreement and the
Merger effective.