Exhibit 2.4
AGREEMENT AND PLAN OF MERGER
OF
SECURITY CAPITAL (ATLANTIC) INCORPORATED
(a Nevada corporation)
AND
SCG REALTY SERVICES ATLANTIC INCORPORATED
(a Delaware corporation)
WITH AND INTO
SECURITY CAPITAL ATLANTIC MANAGEMENT INCORPORATED
(a Delaware corporation)
DATED AS OF [ ] [ ], 1997
THIS AGREEMENT AND PLAN OF MERGER is made by and between Security Capital
(Atlantic) Incorporated, a Nevada corporation ("SCAI"), SCG Realty Services
Atlantic Incorporated, a Delaware corporation ("SCGR", and together with SCAI
the "Merging Corporations"), and Security Capital Atlantic Management
Incorporated, a Delaware corporation (the "Surviving Corporation").
WHEREAS, each of the Merging Corporations and the Surviving Corporation
desires that the Merging Corporations be merged pursuant to Sections 251 and 252
of the Delaware General Corporation Law ("DGCL") and Section 92A.100 of the
Nevada Business Corporation Act (the "Nevada Act") with and into the Surviving
Corporation, which shall be the surviving corporation and which shall continue
its existence under the name "SCG Realty Services Atlantic Incorporated" (the
"Mergers"); and
WHEREAS, the shareholders of each of the Merging Corporations and the
Surviving Corporation have approved the entering into and the execution of this
Agreement and Plan of Merger.
NOW THEREFORE:
1. Effective Time. As used in this Agreement and Plan of Merger, the
term "Effective Time" shall mean the date and time of the later to occur of (i)
the filing with the office of the Secretary of State of the State of Delaware of
the certificate of merger with respect to the Mergers (a form of which is
attached hereto as Exhibit A) and (ii) the filing with the office of the
Secretary of State of the State of Nevada of the articles of merger with respect
to the Mergers (a form of which is attached hereto as Exhibit B).
2. The Parties to the Mergers. The name, address and place of
organization and governing law of each of the Merging Corporations and the
Surviving Corporation are as follows:
NAME ORGANIZATION ADDRESS
---- ------------ -------
SCG Realty Services Atlantic Six Piedmont Center
Incorporated Delaware Xxxxxxx, Xxxxxxx 00000
Security Capital (Atlantic) Six Piedmont Center
Incorporated Nevada Xxxxxxx, Xxxxxxx 00000
Security Capital Atlantic Six Piedmont Center
Management Incorporated Delaware Xxxxxxx, Xxxxxxx 00000
3. The Mergers. At the Effective Time, each of the Merging Corporations
shall be merged with and into the Surviving Corporation, which shall continue to
be governed by the laws of the State of Delaware and which shall continue its
existence under the name "SCG Realty Services Atlantic Incorporated," and the
separate legal existence of each of the Merging Corporations shall thereupon
cease.
4. Certificate of Incorporation and Bylaws. At the Effective Time,
Article 1 of the certificate of incorporation of the Surviving Corporation, as
in full force and effect immediately prior to the Effective Time (the
"Charter"), shall be amended to read in its entirety as follows and such
Charter, as so amended, shall become the Charter of the Surviving Corporation:
"1. The name of the Corporation is SCG Realty Services Atlantic
Incorporated."
The Bylaws of the Surviving Corporation, as in full force and effect
immediately prior to the Effective Time (the "Bylaws"), shall continue to be the
bylaws of the Surviving Corporation and thereafter may be amended as provided in
the Charter or Bylaws or by law. This Agreement and Plan of Merger shall effect
no other amendments or changes whatsoever to the Charter and the Bylaws.
I-A-2
5. Terms and Conditions of the Mergers. At the Effective Time, each
issued share of common stock of SCAI shall automatically and without further
action by any of the parties hereto be converted into __________ [based on
$48,071,468] common shares of beneficial interest, par value $.01 per share
("ATLANTIC Common Shares"), of Security Capital Atlantic Incorporated, a
Maryland corporation. At the Effective Time, each issued share of common stock
of SCGR shall automatically and without further action by any of the parties
hereto be converted into __________ [based on $6,537,079] ATLANTIC Common
Shares. At the Effective Time, each right, option or warrant to acquire a share
of common stock of either of the Merging Corporations shall automatically be
canceled. At the Effective Time, each issued share of common stock of the
Surviving Corporation outstanding immediately prior to the Effective Time shall
automatically and without further action by any of the parties remain an issued
and outstanding share of common stock of the Surviving Corporation.
6. Effect of the Mergers. At the Effective Time, the separate existence
of each of the Merging Corporations shall cease in accordance with the
provisions of the DGCL and the Nevada Act. From and after the Effective Time,
except as may be limited by applicable law, the Surviving Corporation shall
succeed to all of the leases, licenses, property, rights, privileges and powers
of whatever nature and description and shall be subject to all of the debts,
liabilities and obligations of each of the Merging Corporations without further
action by any of the parties hereto, and will continue to be governed by the
laws of the State of Delaware, including the DGCL.
7. Further Assurances and Authorization. Each of the Merging Corporations
and the Surviving Corporation shall execute and deliver such further instruments
and do or cause to be done such further acts as may be necessary to effectuate
and confirm the Mergers. The Board of Directors and the officers of each of the
Merging Corporations and the Surviving Corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and/or record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Agreement and Plan of Merger.
8. Counterparts. This Agreement and Plan of Merger may be executed in any
number of counterparts, and each such counterpart shall be deemed to be an
original but all such counterparts shall together constitute one and the same
Agreement and Plan of Merger.
I-A-3
IN WITNESS WHEREOF, the undersigned have executed this Agreement and Plan
of Merger as of the date first above written.
SECURITY CAPITAL (ATLANTIC)
INCORPORATED
By:______________________________________
Name:____________________________________
Title:___________________________________
SCG REALTY SERVICES ATLANTIC
INCORPORATED
By:______________________________________
Name:____________________________________
Title:___________________________________
SECURITY CAPITAL ATLANTIC
MANAGEMENT INCORPORATED
By:______________________________________
Name:____________________________________
Title:___________________________________
CERTIFICATE OF SECRETARY
OF
SECURITY CAPITAL (ATLANTIC) INCORPORATED
(a Nevada corporation)
The undersigned, being the Secretary of Security Capital (Atlantic)
Incorporated, a Nevada corporation ("SCAI"), does hereby certify that the
Agreement and Plan of Merger among SCAI, SCG Realty Services Atlantic
Incorporated, a Delaware corporation, and Security Capital Atlantic Management
Incorporated, a Delaware corporation, has been adopted by the holder of all of
the outstanding stock of SCAI entitled to vote thereon.
Dated: [ ] [ ], 1997
By:_____________________________________
Name:___________________________________
Title: Secretary
CERTIFICATE OF SECRETARY
OF
SCG REALTY SERVICES ATLANTIC INCORPORATED
(a Delaware corporation)
The undersigned, being the Secretary of SCG Realty Services Atlantic
Incorporated, a Delaware corporation ("SCGR"), does hereby certify that the
Agreement and Plan of Merger among SCGR, Security Capital (Atlantic)
Incorporated, a Nevada corporation, and Security Capital Atlantic Management
Incorporated, a Delaware corporation, has been adopted by the holder of all of
the outstanding stock of SCGR entitled to vote thereon.
Dated: [ ] [ ], 1997
By:_____________________________________
Name:___________________________________
Title: Secretary
CERTIFICATE OF SECRETARY
OF
SECURITY CAPITAL ATLANTIC MANAGEMENT INCORPORATED
(a Delaware corporation)
The undersigned, being the Secretary of Security Capital Atlantic
Management Incorporated, a Delaware corporation (the "Surviving Corporation"),
does hereby certify that the holder of all of the outstanding stock of the
Surviving Corporation entitled to vote thereon (i) has adopted the Agreement and
Plan of Merger among the Surviving Corporation, Security Capital (Atlantic)
Incorporated, a Nevada corporation, and SCG Realty Services Atlantic
Incorporated, a Delaware corporation, and (ii) has approved the amendment to
Article 1 of the certificate of incorporation of the Surviving Corporation.
Dated: [ ] [ ], 1997
By:_____________________________________
Name:___________________________________
Title: Secretary
EXHIBIT A TO AGREEMENT AND PLAN OF MERGER
-----------------------------------------
FORM OF CERTIFICATE OF MERGER
-----------------------------
CERTIFICATE OF MERGER
MERGING
SECURITY CAPITAL (ATLANTIC) INCORPORATED
(a corporation of the State of Nevada)
AND
SCG REALTY SERVICES ATLANTIC INCORPORATED
(a corporation of the State of Delaware)
WITH AND INTO
SECURITY CAPITAL ATLANTIC MANAGEMENT INCORPORATED
(a corporation of the State of Delaware)
* * * * * * * *
Pursuant to Sections 251 and 252
of the General Corporation
Law of the State of Delaware
This Certificate of Merger is being filed by the undersigned in the Office
of the Secretary of State of the State of Delaware (the "Secretary of State") in
accordance with the provisions of Sections 251 and 252 of the Delaware General
Corporation Law (the "DGCL") in order to merge Security Capital (Atlantic)
Incorporated, a Nevada corporation ("SCAI"), and SCG Realty Services Atlantic
Incorporated, a Delaware corporation ("SCGR", and together with SCAI, the
"Merging Corporations"), with and into Security Capital Atlantic Management
Incorporated, a Delaware corporation (the "Surviving Corporation"), which shall
be the surviving corporation and which shall continue its existence under the
name "SCG Realty Services Atlantic Incorporated" (the "Mergers").
FIRST: The name and state of incorporation of each of the constituent
corporations to the Mergers are as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Security Capital (Atlantic) Incorporated Nevada
SCG Realty Services Atlantic Incorporated Delaware
Security Capital Atlantic Management
Incorporated Delaware
SECOND: An agreement and plan of merger (the "Agreement and Plan of
Merger") between the parties to the Mergers has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of Sections 251 and 252 of the DGCL.
THIRD: The name of the surviving corporation of the Mergers is Security
Capital Atlantic Management Incorporated.
FOURTH: Article 1 of the certificate of incorporation of the Surviving
Corporation, as in full force and effect immediately prior to the Mergers (the
"Charter"), shall be amended to read in its entirety as follows and such
Charter, as so amended, shall become the Charter of the Surviving Corporation:
"1. The name of the Corporation is SCG Realty Services Atlantic
Incorporated."
FIFTH: The executed Agreement and Plan of Merger is on file at an office
of the Surviving Corporation, the address of which office is Six Xxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxx 00000.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of either
of the Merging Corporations or the Surviving Corporation.
SEVENTH: The authorized capital stock of the foreign corporation which is
a party to the Mergers is as follows:
Number of Par Value
Corporation Shares Per Share
----------- ---------------------
Security Capital (Atlantic) Incorporated 1,000 $0.01
I-A-9
IN WITNESS WHEREOF, the undersigned has executed this Certificate on this
___ day of [ ], 1997.
SECURITY CAPITAL ATLANTIC
MANAGEMENT INCORPORATED
By:_____________________________________
Name:___________________________________
Title:__________________________________
EXHIBIT B TO AGREEMENT AND PLAN OF MERGER
-----------------------------------------
FORM OF ARTICLES OF MERGER
--------------------------
ARTICLES OF MERGER
MERGING
SECURITY CAPITAL (ATLANTIC) INCORPORATED
(a Nevada corporation)
WITH AND INTO
SECURITY CAPITAL ATLANTIC MANAGEMENT INCORPORATED
(a Delaware corporation)
DATED AS OF [ ] [ ], 1997
* * * * * * * *
Pursuant to Section 92A.200
of the General Corporation
Law of the State of Nevada
These Articles of Merger are being filed by the undersigned in the Office
of the Secretary of State of the State of Nevada (the "Secretary of State") in
accordance with the provisions of Section 92A.200 of the Nevada General
Corporation Law (the "Nevada Act") in order to merge Security Capital (Atlantic)
Incorporated, a Nevada corporation (the "Merging Corporation"), with and into
Security Capital Atlantic Management Incorporated, a Delaware corporation (the
"Surviving Corporation"), which shall be the surviving corporation and which
shall continue its existence under the name "SCG Realty Services Atlantic
Incorporated" (the "Merger").
FIRST: The name and place of organization and governing law of each of the
constituent corporations to the Merger are as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Security Capital (Atlantic) Incorporated Nevada
Security Capital Atlantic Management Incorporated Delaware
I-A-11
SECOND: An agreement and plan of merger (the "Agreement and Plan of
Merger") among the parties to the Merger has been adopted by each of the
constituent corporations in accordance with the requirements of Section 92A.200
of the Nevada Act.
THIRD: The Agreement and Plan of Merger was approved by the unanimous
consent of the owners of each of the constituent corporations.
FOURTH: Article 1 of the certificate of incorporation of the Surviving
Corporation, as in full force and effect immediately prior to the Merger (the
"Charter"), shall be amended to read in its entirety as follows and such
Charter, as so amended, shall become the Charter of the Surviving Corporation:
"1. The name of the Corporation is SCG Realty Services Atlantic
Incorporated."
FIFTH: The complete executed Agreement and Plan of Merger is on file at an
office of the Surviving Corporation, the address of which office is Six Xxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxx 00000.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the
Surviving Corporation, on request and without cost, to any owner of the Merging
Corporation or the Surviving Corporation in accordance with the requirements of
Section 92A.220 of the Nevada Act.
I-A-12
IN WITNESS WHEREOF, the undersigned have executed this Certificate on this
___ day of [ ], 1997.
SECURITY CAPITAL (ATLANTIC) INCORPORATED
By:______________________________________
Name:____________________________________
Its: President
By:______________________________________
Name:____________________________________
Its: Secretary
SECURITY CAPITAL ATLANTIC
MANAGEMENT INCORPORATED
By:______________________________________
Name:____________________________________
Its:_____________________________________