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ARTICLES OF MERGER
ARTICLES OF MERGER (these "Articles") made and entered into as of the 29th
day of July, 1998 by and between RC Capital, Inc., a Colorado corporation
("RC Capital") and American National Trucking, Inc., a Texas corporation
("American"). These Articles are adopted pursuant to Title 7 of the Colorado
Statutes, 1973, Annotated, as amended and Texas Business Corporation Act, as
amended. All of such laws expressly permit the merger described herein;
subject to and pursuant to all of the terms and conditions as set forth
herein.
ARTICLE I
SURVIVOR CORPORATION
American, a Texas corporation, shall be the survivor corporation.
ARTICLE II
SHARES AUTHORIZED AND OUTSTANDING
On the date of these Articles of Merger, American has authority to issue
100,000,000 shares of Common Stock, $.001 par value, of which 3,500,000
shares are issued and outstanding. American has 20,000,000 preferred shares
in classes A, B, and C, having 10,000,000, 9,990,000 and 10,000 preferred
shares respectively, with 10,000 Class C preferred shares issued and
outstanding. On the date of these Articles of Merger, RC Capital has
authority to issue 50,000,000 shares of Common Stock, no par value (the "RC
Capital Common Stock"), of which 1,000 shares are issued and outstanding.
ARTICLE III
SHAREHOLDER VOTE
On July 28, 1998, shareholders entitled to vote on the action constituting
all of the outstanding shares of RC Capital Common Stock approved the
Agreement and Plan of Merger to merge RC Capital into American, none opposed.
Said number of votes was sufficient for approval by the stockholders. On July
28, 1998, shareholders entitled to vote on the action constituting all of the
outstanding shares of American Common Stock approved the Agreement and Plan
of Merger to merge RC Capital into American, none opposed. Said number of
votes was sufficient for approval by the stockholders.
ARTICLE IV
PLAN OF MERGER
The executed agreement of merger is on file at the principal place of
business of the surviving corporation (American). Said address is 0000 Xxxxx
Xxxxxx, Xxxxxx, Xxxxxxxx 00000. The address of RC Capital is 0000 Xxxxx
Xxxxxx, Xxxxxx, Xxxxxxxx 00000. A copy of the agreement of merger will be
furnished by the surviving corporation to any stockholder of any constituent
corporation.
The terms of the Agreement of Merger are as follows:
(1) Merger. RC Capital shall be merged with and into American, and
American shall survive the merger ("merger"), effective upon the date when
the Merger Agreement is made effective in accordance with applicable laws
(the "Effective Date").
(2) Amendment to Articles of Incorporation. Article I of the Articles of
Incorporation of American shall be amended as to read - "The name of the
corporation is Makepeace Capital Corp."
(3) Governing Documents. The Bylaws of American, in effect on the
Effective Date, shall continue to be the Bylaws of American as the surviving
corporation without change or amendment until further amended in accordance
with the provisions thereof and applicable laws.
(4) Further Assurances. From time to time, as and when required by
American or by its successors and assigns, there shall be executed and
delivered on behalf of RC Capital 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, perfect or confirm, of
record or otherwise, in American the title to and possession of all the
property, interests, assets, rights, privileges, immunities, powers,
franchises and authority of RC Capital, and otherwise to carry out the
purposes of the Merger Agreement, and the officers and directors of American
are fully authorized in the name and on behalf of RC Capital or otherwise to
take any and all such action and to execute and deliver any and all such
deeds and other instruments.
(5) Stock of RC Capital. On and after the Effective Date, all of the
outstanding certificates which prior to that time represented shares of RC
Capital shall be recalled and canceled and 10,000 restricted American B Units
shall be issued in proportion to their ownership percentage. Each B Unit
shall consist of One Common Share and One A Warrant to purchase a Common
Share of American at the exercise price of $5.00. The registered owner on the
books and records of RC Capital or its transfer agents of any outstanding
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certificate shall, until such certificate shall have been surrendered for
transfer or otherwise accounted for to American or its transfer agents, 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 American
Common Stock evidenced by such outstanding certificate as above provided.
(6) Book Entries. As of the Effective Date, entries shall be made upon
the books of American in accordance with the following.
(a) The assets and liabilities of RC Capital shall be recorded
at the amounts at which they were carried on the books of RC Capital
immediately prior to the Effective Date, with appropriate adjustments to
reflect the retirement of the 1,000 Common of RC Capital presently issued and
outstanding.
(b) There shall be credited to the common stock account of
American the aggregate amount of the stated value of all shares of American
Common Stock resulting from the conversion of the outstanding RC Capital
Common Stock pursuant to the merger.
(c) There shall be credited to the retained earnings account of
American the aggregate of the amount carried in the retained earnings account
of RC Capital immediately prior to the Effective Date.
(8) Access to Documentation. Prior to the merger, American and RC
Capital shall provide each other full access to their books and records, and
shall furnish financial and operating data and such other information with
respect to their business and assets as may reasonably be requested from time
to time. If the proposed transaction is not consummated, all parties shall
keep confidential any information (unless ascertainable from public filings
or published information) obtained concerning each others operations, assets
and business.
(9) Merger Expenses. RC Capital shall pay the legal, accounting and any
other expenses reasonably incurred in connection with this Agreement and the
transactions contemplated hereby. Said expenses shall not exceed $3,000.
American agrees to provide an itemized list of all expenses incurred in
connection with the Merger Agreement and the transactions contemplated
hereby.
(10) Abandonment. At any time before the effective Date, the Agreement
and Plan of Reorganization and the Agreement of Merger may be terminated and
the Merger may be abandoned by the Board of Directors of either American or
RC Capital or both, notwithstanding approval of the Merger Agreement by the
shareholders of American or the shareholders of RC Capital or both.
IN WITNESS WHEREOF, these Articles of Merger, having first been duly approved
by resolution of the Boards of Directors of American and RC Capital and their
respective shareholders, is hereby executed on behalf of each of said two
corporations by their respective officers thereunto duly authorized.
RC Capital, Inc. ATTEST:
A Colorado corporation
President Secretary
American National Trucking, Inc. ATTEST:
A Texas corporation
President Secretary
State of )
)ss.
County of )
On the day of July, 1998 personally appeared before me the
President of RC Capital, Inc. a Colorado corporation, the signer of the above
instrument who duly acknowledged to me that he executed the same on behalf of
said corporation pursuant to duly adopted director's resolutions.
NOTARY PUBLIC
Address
61
My Commission Expires:
SEAL
State of )
)ss.
County of )
On the day of July, 1998, personally appeared before me
the Secretary of RC Capital, Inc., a Colorado corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
State of )
)ss.
County of )
On the day of July, 1998, personally appeared before me the
President of American National Trucking, Inc., a Texas corporation, the
signer of the above instrument who duly acknowledged to me that he executed
the same on behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
State of )
)ss.
County of )
On the day of July, 1998, personally appeared before me the Secretary of
American National Trucking, Inc., a Texas corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
62
VERIFICATION
The undersigned, after being duly sworn, does hereby depose and state, that
he is the Secretary of American National Trucking, Inc., a Texas corporation,
and that he has read the foregoing Articles of Merger and knows the contents
thereof, and does hereby certify that these Articles of Merger contain a
truthful statement of the Agreement and Plan of Merger as duly adopted by the
Board of Directors.
Secretary
State of )
)ss.
County of )
On the day of July, 19968, personally appeared before me the
Secretary of American National Trucking, Inc., a Texas corporation, the
signer of the above instrument who duly acknowledged to me that he executed
the same on behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
63
VERIFICATION
The undersigned, after being duly sworn, does hereby depose and state, that
he is the Secretary of RC Capital, Inc., a Colorado corporation, and that he
has read the foregoing Articles of Merger and knows the contents thereof, and
does hereby certify that these Articles of Merger contain a truthful
statement of the Agreement and Plan of Merger as duly adopted by the Board of
Directors by a majority of the stockholders of the corporation.
Secretary
State of )
)ss.
County of )
On the day of July, 1998, personally appeared before me the
Secretary of RC Capital, Inc., a Colorado corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
