AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Merger Agreement") dated effective as of
January 1, 2005, is made and entered into by and among SECURITY NATIONAL LIFE
INSURANCE COMPANY, a Utah corporation ("Security National Life"), SSLIC HOLDING
CORPORATION, a Florida corporation and wholly owned subsidiary of Security
National Life ("SSLIC Holding") and SOUTHERN SECURITY LIFE INSURANCE COMPANY, a
Florida corporation ("SSLIC") (Security National Life, SSLIC Holding, and SSLIC
collectively, the "Parties").
W I T N E S S E T H:
WHEREAS, prior to the execution of this Merger Agreement, Security National
Life, SSLIC Holding and SSLIC entered into an Agreement and Plan of
Reorganization dated as of August 25, 2004, and amended on December 7, 2004 (the
"Plan of Reorganization") providing for certain representations, warranties, and
agreements in connection with the transaction contemplated; and
WHEREAS, the Boards of Directors of Security National Life, SSLIC Holding and
SSLIC approved the merger of SSLIC Holding Company into SSLIC (the "Merger")
upon the terms and subject to the conditions set forth herein and in the Plan of
Reorganization and pursuant to which SSLIC will become a wholly owned subsidiary
of Security National Life; and
WHEREAS, for federal income tax purposes, it is intended that the Merger shall
qualify as a reorganization within the meeting of Section 368(a) of the Internal
Revenue Code of 1986,as amended (the "Code");
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Certain Terms Defined. The terms defined in the Plan of Reorganization shall
for all purposes of this Merger Agreement have the meanings specified in the
Plan of Reorganization, unless the context expressly or by necessary implication
otherwise requires.
ARTICLE 2
AGREEMENT TO MERGE
2.1 Agreement to Merge. In accordance with the provisions of Section 607.1105 of
the Florida Business Corporation Act, at the Effective Time of the Merger, SSLIC
Holding shall be merged with and into SSLIC upon the terms and conditions of
this Merger Agreement and the Plan of Reorganization. Pursuant to such Merger:
(a) The separate existence of SSLIC Holding shall cease in accordance with
the provisions of Section 607.0101 et seq. of the Florida Business Corporation
Act.
(b) SSLIC will be the surviving corporation in the Merger and will continue
to be governed by the laws of the State of Florida, and the separate corporate
existence of SSLIC and all of its rights, privileges, immunities and franchises,
public or private, and all of its duties and liabilities as a corporation
organized under the laws of the State of Florida, will continue unaffected by
the Merger.
(c) SSLIC will become a privately-held company and wholly-owned subsidiary
of Security National Life.
(d) The unaffiliated stockholders of SSLIC, holding an aggregate of 490,816
shares of SSLIC Common, will become entitled to receive $3.84 in cash for each
issued and outstanding share of their SSLIC Common, or an aggregate of
$1,884.733.
2.2 Exchange of SSLIC Common for Cash
(a) Upon completion of the Merger, each share of SSLIC Common held by an
unaffiliated stockholder of SSLIC immediately prior to the Effective Time of the
Merger will, by virtue of the Merger and without any action on the part of the
stockholder thereof, automatically be canceled and converted into the right to
receive cash in the amount equal to $3.84 per share. In addition, each
unaffiliated stockholder of SSLIC immediately prior to the effective time of the
Merger will, by virtue of the Merger and without any action on the part of such
stockholder, cease being a stockholder of SSLIC and automatically receive cash
in an amount equal to the number of shares of SSLIC Common held of record by
such stockholder at such time multiplied by $3.84 per share.
(b) The Merger Consideration shall be delivered to the unaffiliated
stockholders of SSLIC as follows:
(i) No later than 10:00 a.m. (Mountain Standard Time) on the Closing
Date, Security National Life and SSLIC Holding shall deliver the Merger
Consideration to Security National Life.
(ii) Promptly after the Effective Time of the Merger, and in
accordance with Section 2.3 hereof, the Disbursing Agent shall deliver to
the unaffiliated stockholders of SSLIC Common at the Effective Time of the
Merger, the Merger Consideration in the proportion set forth in Section
2.2(a) hereof.
2.3 Delivery of Cash for SSLIC Common and Surrender of Certificates for SSLIC
Common. All deliveries of Merger Consideration to be made to the unaffiliated
stockholders of SSLIC Common shall be made by delivery of cash payment by the
Disbursing Agent to and in the name of each holder of SSLIC Common or its
designated agent or transferee. After the Effective Time of the Merger, there
shall be no further registry of transfers in respect of SSLIC Common. Promptly
after the Effective Time of the Merger, Security National Life will cause the
Disbursing Agent to send a notice and a transmittal form to each unaffiliated
holder of record of SSLIC Common immediately prior to the Effective Time of the
Merger advising such holders of the terms of the Merger Consideration to be
effected in connection with the Merger, the procedure for surrendering
certificates for SSLIC Common to Security National Life, and the procedure for
delivery to such stockholder of the cash amount to which such holder is entitled
pursuant to the terms hereof and the Plan of Reorganization. If any such cash
payment is to be delivered to a name other than that in which the stock
certificate is registered, the certificate so surrendered shall be properly
endorsed and otherwise in proper form for transfer.
2.4 Dissenting Shareholders. The duties and rights of a dissenting stockholder
of SSLIC Common, as well as the duties and rights of the surviving corporation,
shall be as provided in the Florida Business Corporation Act. If any such
stockholder shall not perfect his rights as a dissenting shareholder under
Section 607.1301 et seq. of the Florida Business Corporation Act, or such
stockholder shall thereafter withdraw such election or otherwise become bound by
the provisions of the Plan of Reorganization pursuant to the Florida Business
Corporation Act, the amount of cash payment to such dissenting stockholder shall
be entitled to be paid shall be the amount such stockholder would have been
entitled under the Plan of Reorganization had such stockholder not perfected
such rights.
2.5 Surviving Corporation. Except as provided otherwise in the Plan of
Reorganization:
(a) The Articles of Incorporation of SSLIC as in effect immediately prior
to the Effective Time of the Merger shall be the Articles of Incorporation of
the Surviving Corporation after the Effective Time.
(b) The Bylaws of SSLIC as in effect immediately prior to the Effective
Time of the Merger shall be the Bylaws of the Surviving Corporation after the
Effective Time.
2.6 Effectiveness of Merger. The Merger shall become effective at the Effective
Time of the Merger as defined in the Plan of Reorganization.
ARTICLE 3
MISCELLANEOUS
3.1 Termination. This Merger Agreement shall terminate in the event of and upon
termination of the Plan of Reorganization.
3.2 Prior Agreements; Modifications. This Merger Agreement and the Plan of
Reorganization constitute the entire agreement between the parties with respect
to the subject matter hereof, and shall supersede all prior agreements,
documents, or other instruments with respect to the matters covered hereby. This
Agreement may be amended by an instrument in writing signed by each of SSLIC,
SSLIC Holding and Security National Life; provided, however, that no such
amendment entered into without the written consent of the shareholders of SSLIC
may decrease the Merger Consideration.
3.3 Captions and Table of Contents. The captions and table of contents in this
Merger Agreement are for convenience only and shall not be considered a part of
or affect the construction or interpretation of any provision of this Merger
Agreement.
3.4 Governing Law. The terms of this Merger Agreement shall be governed by, and
interpreted and construed in accordance with the provisions of the laws of the
State of Florida without regard to its conflicts of law principles.
3.5 Counterparts. This Merger Agreement may be executed in any number of
counterparts, each of which, when so executed, shall constitute an original copy
hereof.
3.6 Severability. If any clause, provision, or section of this Merger Agreement
is ruled illegal, invalid, or unenforceable by any court of competent
jurisdiction, the invalidity or unenforceability of such clause, provision, or
section shall not affect any of the remaining provisions hereof.
3.7 Notices. Any notice, request instruction, or other document to be given
hereunder shall be in writing and shall be transmitted by certified or
registered mail, postage prepaid, by reputable express courier, or by facsimile
transmission. The addresses or facsimile telephone numbers to which such
communications shall be sent are as follows:
If to SSLIC:
Southern Security Life Insurance Company
000 Xxxxxxxx Xxxx
Xxxx Xxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxx, President and
Chief Operating Officer
Facsimile Number: (000) 000-0000
With a copy to:
Mackey Price Xxxxxxxx & Xxxxxx
00 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Facsimile Number: (000) 000-0000
If to Security National Life:
Security National Life Insurance Company
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxx, President and
Chief Operating Officer
Facsimile Number: (000) 000-0000
or to such other address or facsimile telephone number as any party may from
time to time designate to the others in writing.
3.8 Waiver. The performance of any covenant or agreement or the fulfillment of
any condition of this Merger Agreement by Security National Life, SSLIC Holding
and SSLIC may be expressly waived only in writing by the other parties. Any
waiver hereunder shall be effective only in the specific instance and for the
purpose for which given. No failure or delay on the part of Security National
Life, SSLIC Holding and SSLIC in exercising any right, power, or privilege under
this Merger Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power, or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, power, or
privilege.
IN WITNESS WHEREOF, each of the parties hereto, intending to be legally
bound hereby, has duly executed this Merger Agreement as of the date first
written above.
SOUTHERN SECURITY LIFE
INSURANCE COMPANY
By:______________________________
Xxxxx X. Xxxxx, President and
Chief Operating Officer
SECURITY NATIONAL LIFE
INSURANCE COMPANY
By:______________________________
Xxxxx X. Xxxxx, President and
Chief Operating Officer
SSLIC HOLDING CORPORATION
By:______________________________
Xxxxx X. Xxxxx, President and
Chief Operating Officer