EX-3.92 89 a2081040zex-3_92.txt EXHIBIT 3.92 EXHIBIT 3.92 [STAMP] CERTIFICATE OF MERGER OF OI UMI STS INC. AND OI MVCURC STS INC. INTO OWENS-ILLINOIS GENERAL INC. The undersigned corporations organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DO HEREBY CERTIFY: FIRST: That the name and state of incorporation of each of the constituent corporations of the merger are as follows: NAME STATE OF INCORPORATION --------------------------- ---------------------- OI UMI STS Inc. Delaware OI MVCURC STS Inc. Delaware Owens-Illinois General Inc. Delaware SECOND: That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware. THIRD: That the name of the surviving corporation of the merger is OWENS-ILLINOIS GENERAL INC. FOURTH: That OI GENERAL FTS INC., a Delaware corporation, is the owner of all of the stock of each of the constituent corporations. FIFTH: That as an effect of the merger, the Certificate of Incorporation of Owens-Illinois General Inc., a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation. SIXTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is One SeaGate, Toledo, Ohio 43666. SEVENTH: 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. EIGHTH: This Certificate of Merger shall be effective on April 30, 1996. OI UMI STS INC. OWENS-ILLINOIS GENERAL INC. By: /s/ David G. Van Hooser By: /s/ David G. Van Hooser ---------------------------------- ------------------------------- David G. Van Hooser David G. Van Hooser Vice President Vice President Attest: /s/ James W. Baehren Attest: /s/ James W. Baehren ------------------------------ -------------------------- James W. Baehren James W. Baehren Assistant Secretary Secretary OI MVCURC STS INC. By: /s/ David G. Van Hooser ---------------------------------- David G. Van Hooser Vice President Attest: /s/ James W. Baehren ------------------------------ James W. Baehren Assistant Secretary -2-