Exhibit 3.2
Phone: (503) 986-2200
Fax: (503) 378-4381 ARTICLES OF MERGER
CHECK THE APPROPRIATE BOX BELOW:
Secretary of State [X] MULTI ENTITY MERGER
Corporation Division (Complete only 1, 2, 3, 4, 10, 11)
255 Capitol St. NE, Suite 151
Salem, OR 97310-1327 [ ] FOR PARENT AND 90% OWNED SUBSIDIARY WITHOUT
FilinginOregon.com SHAREHOLDER APPROVAL
(Complete only 5, 6, 7, 8, 9, 10, 11)
SURVIVOR
REGISTRY NUMBER: 318756-93
In keeping with Oregon Statute 192.410-192.595, the information on the
application is public record.
We must release this information to all parties
upon request and it may be posted on our website. For office use only
Please Type or Print Legibly in BLACK Ink. Attach Additional Sheet if necessary.
1) NAMES AND TYPES OF THE ENTITIES PROPOSING TO MERGE
NAME TYPE REGISTRY NUMBER
- ---- ---- ---------------
Greenbrier Oregon, Inc. Oregon 318756-93
The Greenbrier Companies, Inc. Delaware 018477-22
2) NAME AND TYPE OF THE SURVIVING ENTITY
Greenbrier Oregon, Inc., an Oregon corporation
[X] Check here if there is a name change in this plan of merger.
3) A COPY OF THE PLAN OF MERGER IS ATTACHED.
See ORS 60.481(2)
4) THE PLAN OF MERGER WAS DULY AUTHORIZED AND APPROVED BY EACH ENTITY THAT IS
A PARTY TO THE MERGER.
[X] A copy of the vote required by each entity is attached.
FOR PARENT AND 90% OWNED SUBSIDIARY WITHOUT SHAREHOLDER APPROVAL
5) NAME OF PARENT CORPORATION ________________________________________________
Oregon Registry Number ____________________________________________________
6) NAME OF SUBSIDIARY CORPORATION ____________________________________________
Oregon Registry Number ____________________________________________________
7) NAME OF SURVIVING CORPORATION _____________________________________________
8) COPY OF PLAN
[ ] A copy of the plan of merger setting forth the manner and basis of
converting shares of the subsidiary into shares, obligations, or other
securities of the parent corporation or any other corporation or into cash
or other property is attached.
9) CHECK THE APPROPRIATE BOX
[ ] A copy of the plan of merger or summary was mailed to each shareholder of
record of the subsidiary corporation on or before ________________
Date
[ ] The mailing of a copy of the plan or summary was waived by all outstanding
shares.
10) EXECUTION
Signature Printed Name Title
--------- ------------ -----
/s/ William A. Furman William A. Furman President and CEO
-----------------------------------
11) CONTACT NAME DAYTIME PHONE NUMBER
Michael J. Millender (503) 802-2164
Attachment to Articles of Merger (Oregon)
GREENBRIER OREGON, INC., AN OREGON CORPORATION
The sole shareholder of Greenbrier Oregon, Inc., an Oregon corporation, duly
authorized and approved the Agreement and Plan of Merger by written consent
dated December 21, 2005.
Number of Votes Total Number of
Number of Entitled to be Total Number of Votes Cast
Outstanding Cast by Each Votes Cast FOR AGAINST the
Designation Shares Voting Group The Merger Merger
----------- ----------- --------------- --------------- ---------------
Common Stock 1 1 1 0
THE GREENBRIER COMPANIES, INC., A DELAWARE CORPORATION
The stockholders of The Greenbrier Companies, Inc., a Delaware corporation, duly
authorized and approved the Agreement and Plan of Merger at the annual meeting
of stockholders, held January 10, 2006, as follows:
Number of Votes Total Number of
Number of Entitled to be Total Number of Votes Cast
Outstanding Cast by Each Votes Cast FOR AGAINST the
Designation Shares Voting Group The Merger Merger
----------- ----------- --------------- --------------- ---------------
Common Stock 14,943,102 14,943,102 10,286,395 272,441
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AGREEMENT AND PLAN OF MERGER
DATE: January 10, 2006
AMONG: GREENBRIER OREGON, INC., an Oregon corporation ("Greenbrier Oregon")
AND: THE GREENBRIER COMPANIES, INC., a Delaware corporation
("Greenbrier Delaware")
RECITALS
A. The Board of Directors and shareholders of Greenbrier Oregon and the
Board of Directors and stockholders of Greenbrier Delaware have determined that
it is in the best interests of each entity and their respective
shareholders/stockholders to merge Greenbrier Delaware with and into Greenbrier
Oregon, pursuant to this agreement ("Merger Agreement").
B. The parties intend that Greenbrier Oregon shall be the surviving
corporation in such merger and that such merger shall constitute a tax-free
reorganization under Section 368 of the Internal Revenue Code.
AGREEMENT
The parties agree as follows:
1. MERGER OF GREENBRIER DELAWARE WITH AND INTO GREENBRIER OREGON. At and upon
the Effective Time:
1.1 Merger. Greenbrier Delaware shall be merged with and into Greenbrier
Oregon (the "Merger"), and Greenbrier Oregon shall survive as a corporation
continuing to operate under the name "The Greenbrier Companies, Inc." (the
"Surviving Corporation"), organized under and governed by the laws of the state
of Oregon. The separate existence of Greenbrier Delaware shall cease.
1.2 Vesting of Assets. All of the property, rights, privileges, powers,
franchises, patents, trademarks, trade names, licenses, registrations and other
assets, tangible and intangible, of Greenbrier Delaware shall be transferred to,
vested in, devolve upon and become part of the assets of the Surviving
Corporation, without further act or deed.
1.3 Assumption of Liabilities. Greenbrier Oregon shall assume and be liable
for all of the liabilities and obligations of Greenbrier Delaware.
1.4 Effective Time. The Merger shall become effective at 11:59 p.m. Pacific
Time on February 28, 2006 upon filing the documents in accordance with the
Delaware General Corporation Law and the Oregon Business Corporation Act.
2. ARTICLES OF INCORPORATION; BYLAWS; DIRECTORS AND OFFICERS. At and upon the
Effective Time:
2.1 Articles of Incorporation. The Articles of Incorporation of Greenbrier
Oregon in effect immediately prior to the Effective Time shall be the Articles
of Incorporation of the Surviving Corporation. At the Effective Time, such
Articles of Incorporation shall automatically be amended to change the name of
the Surviving Corporation to The Greenbrier Companies, Inc.
2.2 Bylaws. The Bylaws of Greenbrier Oregon in effect immediately prior to
the Effective Time shall be the Bylaws of the Surviving Corporation.
2.3 Directors; Officers. Those persons who are the directors of Greenbrier
Delaware immediately prior to the Effective Time shall become the directors of
the Surviving Corporation. Those directors in Classes I, II and III of
Greenbrier Delaware immediately prior to the Effective Time shall become the
directors in Classes I, II and III, respectively, of the Surviving Company and
shall hold office in each case through the expiration of their terms as such
terms would have been with Greenbrier Delaware until their successors are
elected and qualify or their prior resignation, removal or death. Those persons
who are officers of Greenbrier Delaware immediately prior to the Effective Time
shall become the officers of the Surviving Corporation, and they shall hold
office in each case at the pleasure of the Board of Directors of the Surviving
Corporation.
2.4 Committees. Those persons who are members of committees of the Board of
Directors of Greenbrier Delaware immediately prior to the Effective Time shall
become members of the corresponding committees of the Board of Directors of the
Surviving Corporation, and they shall hold office in each case at the pleasure
of the Board of Directors of the Surviving Corporation. The Charters of each of
the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee of the Board of Directors of Greenbrier Delaware, as
amended, shall be the Charters of the corresponding committees of the Surviving
Corporation at the Effective Time, and shall remain in effect until modified or
rescinded.
3. EXCHANGE OF SHARES. At and upon the Effective Time:
3.1 Shares of Greenbrier Oregon. By virtue of the Merger and without any
action on the part of the holder, the single share of Common Stock, without par
value, of Greenbrier Oregon issued to Greenbrier Delaware and currently
outstanding shall be cancelled and returned to the status of authorized but
unissued.
3.2 Shares of Greenbrier Delaware. Each share of Common Stock, par value
$0.001, of Greenbrier Delaware that is issued and outstanding immediately prior
to the Effective Time shall be converted into one share of fully paid,
non-assessable, issued and outstanding Common Stock, without par value, of the
Surviving Corporation.
3.3 Stock Certificates. All of the outstanding certificates, which prior to
the Effective Time represented shares of Common Stock of Greenbrier Delaware,
shall be deemed for all purposes to evidence ownership of and to represent
shares of Common Stock of Greenbrier Oregon into which the shares of Greenbrier
Delaware represented by such certificates have been
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converted as herein provided. The registered holder on the books and records of
Greenbrier Oregon or its transfer agent of any such outstanding stock
certificate shall, until such certificate shall have been surrendered for
transfer or conversion or otherwise accounted for to Greenbrier Oregon or its
transfer agent, have and be entitled to exercise any voting and other rights
with respect to, and to receive any dividend and other distributions upon, the
shares of Greenbrier Oregon evidenced by such outstanding certificate as above
provided. The officers, directors, employees, stock transfer agents and
registrars of the Surviving Corporation shall, after the Effective Time,
continue to honor and process certificates issued by Greenbrier Delaware with
the same effect as if such certificates represented shares of Greenbrier Oregon.
3.4 Certain Options and Plans. Greenbrier Oregon will assume and continue
all of Greenbrier Delaware's stock incentive and purchase option plans (the
"Plans and Programs"), including but not limited to its 1994 Stock Incentive
Plan, 2004 Employee Stock Purchase Plan, Stock Incentive Plan - 2000, 2005 Stock
Incentive Plan and Dividend Reinvestment Plan. The outstanding and unexercised
portions of all options and rights to buy Common Stock of Greenbrier Delaware
shall become options or rights for the same number of shares of Greenbrier
Oregon Common Stock with no other changes in the terms and conditions of such
options or rights, including exercise prices, and effective as of the Effective
Time, Greenbrier Oregon hereby assumes the outstanding and unexercised portions
of such options and rights and the obligations of Greenbrier Delaware with
respect thereto. At the Effective Time, Greenbrier Oregon shall, and does
hereby, assume and agree to perform all of the rights and responsibilities of
Greenbrier Delaware under all of such Plans and Programs (and agreements
relating thereto) and under the James-Furman Supplemental 1994 Stock Option
Plan.
3.5 Other Employee Benefit Plans. Greenbrier Oregon will assume all
obligations of Greenbrier Delaware under any and all employee benefit plans in
effect as of the Effective Time or with respect to which employee rights or
accrued benefits are outstanding as of the Effective Time.
4. GENERAL PROVISIONS.
4.1 Further Assurances. From time to time, as and when required by
Greenbrier Oregon or by its successors and assigns, there shall be executed and
delivered on behalf of Greenbrier Delaware such deeds and other instruments, and
there shall be taken or caused to be taken by it such further and other action
as shall be appropriate or necessary in order to vest or perfect, or to conform
of record or otherwise, in Greenbrier Oregon the title to and possession of all
the property, interests, assets, rights, privileges, immunities, powers,
franchises, and authority of Greenbrier Delaware, and otherwise to carry out the
purposes of this Merger Agreement, and the officers and directors of Greenbrier
Oregon are fully authorized in the name of and on behalf of Greenbrier Delaware
or otherwise to take any and all such action and to execute and deliver any and
all such deeds and other instruments.
4.2 Amendment. At any time before or after approval by the shareholders of
Greenbrier Delaware, this Merger Agreement may be amended in any manner (except
that Sections 3.1 and 3.2 and any of the other principal terms hereof may not be
amended without the approval of the shareholders of Greenbrier Delaware) as may
be determined in the judgment of the respective Boards of Directors of
Greenbrier Delaware and Greenbrier Oregon to be
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necessary, desirable or expedient in order to clarify the intention of the
parties hereto or to effect or facilitate the purposes and intent of this Merger
Agreement.
4.3 Abandonment. At any time before the Effective Time, this Merger
Agreement may be terminated and the Merger may be abandoned by the Board of
Directors of either Greenbrier Delaware or Greenbrier Oregon or both,
notwithstanding the approval of this Merger Agreement by the stockholders of
Greenbrier Delaware and the shareholders of Greenbrier Oregon.
4.4 Counterparts. In order to facilitate the filing and recording of this
Merger Agreement, the same may be executed in any number of counterparts, each
of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in their corporate names by their respective authorized officers.
THE GREENBRIER COMPANIES, INC.,
a Delaware corporation
By /s/ William A. Furman
-------------------------------------
Title: President
GREENBRIER OREGON, INC.,
an Oregon corporation
By /s/ William A. Furman
-------------------------------------
Title: President
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