AGREEMENT AND PLAN OF MERGER
BETWEEN
SHURGARD WASHINGTON CORPORATION
AND
SHURGARD STORAGE CENTERS, INC.
This Agreement and Plan of Merger (this "Agreement") is
entered into this 13th day of May, 1997, by and between
Shurgard Washington Corporation, a Washington corporation (the
"Surviving Corporation"), and Shurgard Storage Centers, Inc.,
a Delaware corporation ("Shurgard"). The Surviving
Corporation and Shurgard are sometimes referred to jointly as
the "Constituent Corporations."
RECITALS
A. Each of the Constituent Corporations is a
corporation organized and existing under the laws of its
respective state as indicated in the first paragraph of this
Agreement.
B. The shareholders and directors of each of the
Constituent Corporations have deemed it advisable for the
mutual benefit of the Constituent Corporations and their
respective shareholders that Shurgard be merged into the
Surviving Corporation pursuant to the provisions of the
Washington Business Corporation Act, Title 23B of the Revised
Code of Washington and the Delaware General Corporation Law
(the "Merger").
AGREEMENT
NOW, THEREFORE, in accordance with the laws of the states
of Washington and Delaware, the Constituent Corporations
agreed that, subject to the following terms and conditions,
(i) Shurgard shall be merged into the Surviving Corporation,
(ii) the Surviving Corporation shall continue to be governed
by the laws of the state of Washington, and (iii) the terms of
the Merger, and the mode of carrying them into effect, shall
be as follows:
1. Articles of Surviving Corporation
The Articles of Incorporation of the Surviving
Corporation as in effect prior to the Effective Time of the
Merger shall constitute the "Articles" of the Surviving
Corporation within the meaning of Section 23B.01.400(1) of the
Washington Business Corporation Act and Section 104 of the
Delaware General Corporation Law, except that Article I of the
Articles of Incorporation of the Surviving Corporation is
hereby amended in its entirety to read as follows:
"ARTICLE 1. NAME
The name of the corporation is Shurgard Storage Centers,
Inc."
2. Appointment of Agent for Service of Process
Pursuant to Section 252(d) of the Delaware General
Corporation Law, the Surviving Corporation irrevocably
appoints the Delaware Secretary of State to accept service of
process in any proceeding to enforce against the Surviving
Corporation any obligation of any Constituent Corporation as
well as for enforcement of any obligation of the Surviving
Corporation arising from the Merger. The Delaware Secretary
of State shall mail a copy of such process to Shurgard Storage
Centers, Inc., Attn: Legal Department, 0000 Xxxxx Xxxxxx,
00xx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000.
3. Conversion of Shares
3.1 Shurgard Shares. At the Effective Time of the
Merger, each outstanding share of the Class A common stock of
Shurgard shall automatically convert to one share of Class A
common stock of the Surviving Corporation, each outstanding
share of the Class B common stock of Shurgard shall
automatically convert to one share of Class B common stock of
the Surviving Corporation, and each outstanding share of 8.80%
Series B Cumulative Redeemable Preferred Stock of Shurgard
shall automatically convert to one share of 8.80% Series B
Cumulative Redeemable Preferred Stock of the Surviving
Corporation. It will not be necessary for stockholders of
Shurgard to exchange their existing stock certificates for
stock certificates of the Surviving Corporation.
3.2 Surviving Corporation Shares. At the Effective Time
of the Merger each outstanding share of the common stock of
the Surviving Corporation shall be automatically canceled and
returned to the status of authorized but unissued shares.
4. Bylaws
The Bylaws of the Surviving Corporation shall be the
governing Bylaws.
5. Directors and Officers
The directors and officers of Shurgard shall be the
directors and officers of the Surviving Corporation.
6. Effect of the Merger
The effect of the Merger shall be as provided by the
applicable provisions of the laws of Washington and Delaware.
Without limiting the generality of the foregoing, and subject
thereto, at the Effective Time of the Merger: the separate
existence of Shurgard shall cease; the Surviving Corporation
shall possess all assets and property of every description,
and every interest therein, wherever located, and the rights,
privileges, immunities, powers, franchises and authority, of a
public as well as a private nature, of each of the Constituent
Corporations; all obligations belonging to or due either of
the Constituent Corporations shall be vested in, and become
the obligations of, the Surviving Corporation without further
act or deed; title to any real estate or any interest therein
shall not revert or in any way be impaired by reason of the
Merger; all rights of creditors and all liens upon any
property of either of the Constituent Corporations shall be
preserved unimpaired; and the Surviving Corporation shall be
liable for all the obligations of the Constituent Corporations
and any claim existing, or action or proceeding pending, by or
against either of the Constituent Corporations may be
prosecuted to judgment with right of appeal, as if the Merger
had not taken place.
If at any time after the Effective Time of the Merger the
Surviving Corporation shall consider it to be advisable that
any further conveyances, agreements, documents, instruments
and assurances of law or any other things are necessary or
desirable to vest, perfect, confirm or record in the Surviving
Corporation the title to any property, rights, privileges,
powers and franchises of the Constituent Corporations or
otherwise to carry out the provisions of this Agreement, the
proper directors and officers of the Constituent Corporations
last in office shall execute and deliver, upon the Surviving
Corporation's request, any and all proper conveyances,
agreements, documents, instruments and assurances of law, and
do all things necessary or proper to vest, perfect or confirm
title to such property, rights, privileges, powers and title
to such property, rights, privileges, powers and franchises in
the Surviving Corporation, and otherwise to carry out the
provisions of this Agreement.
7. Effective Time of the Merger
As used in this Agreement, the "Effective Time of the
Merger" shall mean the time as which executed counterparts of
this Agreement or conformed copies thereof, together with duly
executed Certificates or Articles of Merger have been duly
filed by the Constituent Corporations in the office of the
Washington Secretary of State pursuant to Section 23B.11.050
of the Washington Business Corporation Act and the Office of
the Delaware Secretary of State pursuant to Section 252 of the
Delaware General Corporation Law or at such time thereafter as
is provided in such Certificates or Articles of Merger.
8. Termination
This Agreement may be terminated and the Merger abandoned
by mutual consent of the directors of the Constituent
Corporations at any time prior to the Effective Time of the
Merger.
9. No Third-Party Beneficiaries
Except as otherwise specifically provided herein, nothing
expressed or implied in this Agreement is intended, or shall
be construed, to confer upon or give any person, firm or
corporation, other than the Constituent Corporations and their
respective shareholders, any rights or remedies under or by
reason of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Plan and Agreement of Merger to be executed as of the date
first above written.
SHURGARD WASHINGTON CORPORATION,
a Washington corporation
By /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, President
ATTEST:
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, Senior Vice President,
Chief Financial Officer and Treasurer
SHURGARD STORAGE CENTERS, INC.,
a Delaware corporation
By /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Chairman of
the Board, President and Chief
Executive Officer
ATTEST:
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, Senior Vice President,
Chief Financial Officer and Treasurer
