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EXHIBIT 6.2
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT is entered into as of October 20, 2000, among InterGlobal
Waste Management, Inc., a California corporation ("Buyer"), IWM Subsidiary Inc.,
a wholly-owned subsidiary of Buyer and a California corporation ("Subsidiary"),
Hospitality Companies, Inc., a Texas corporation ("Target"), and Halter
Financial Group, Inc., a Texas corporation ("HFG"), with reference to the
following facts:
A. Target is one of the debtors in In re: Hospitality Companies, Inc.,
bankruptcy case no. 00-30768-BJH-11 (the "Bankruptcy Case") pending in the
United States Bankruptcy Court for the Northern District of Texas, Dallas
Division. A Plan of Reorganization Proposed by Debtors was filed on August 21,
2000 (the "Plan"), amended on August 22, 2000, modified on September 15, 2000
and was confirmed on September 27, 2000. The order confirming the Plan became
effective, final and unappealable on October 10, 2000.
B. Target has no stockholders on the date of this Agreement. Under the
Plan, all equity interests in Target were canceled on October 10, 2000, and on
October 10, 2000 Target can secure a discharge from all claims and debts by
completion of a merger pursuant to the Plan. The Plan also provides that the
"Plan Shares" (as defined in the Plan) are to be issued to HFG and the holders
of "Allowed Class 2 General Unsecured Claims" (as defined in the Plan) at the
times provided for in the Plan. As a result, such creditors of Target are to
receive stock of the Target in proportion to their allowed claims, which will
create for Target a shareholder base which will make it an attractive merger
candidate for a privately-held corporation which desires to become
publicly-held.
C. The Plan contemplates that, prior to the distribution of Plan Shares,
Target may merge with such a privately-held corporation, with the effect that
such privately-held corporation will become a successor of Target and stock of
such privately-held corporation will be issued as the Plan Shares.
D. Buyer is a privately-held corporation. Buyer and Target desire that
Subsidiary be merged with and into Target, that Target become in such merger a
wholly-owned subsidiary of Buyer and that shares of common stock of Buyer be
issued as a result of such merger as the Plan Shares to HFG and the holders of
Allowed Class 2 General Unsecured Claims.
E. The process of approving claims of creditors pursuant to the Plan is
not yet completed. As used in this Agreement, "Creditors" refers collectively to
HFG and all holders of Allowed Class 2 General Unsecured Claims, whether such
holders' claims have been allowed prior to the date of this Agreement or are
allowed subsequent to such date, and individually to HFG and each of such
holders.
F. The transactions contemplated herein are intended to be a
reorganization of Target pursuant to the provisions of Article 4.14 of the Texas
Business Corporation Act.
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree as follows:
ARTICLE 1 -- THE MERGER
1.1 THE MERGER. Subject to the conditions of this Agreement, Subsidiary
will merge with and into Target (the "Merger"). The separate existence of
Subsidiary will cease. Target will be the surviving corporation (the "Surviving
Corporation"), and its Articles of Incorporation and Bylaws as in effect
immediately prior to the Merger will be the Articles of Incorporation and Bylaws
of the surviving corporation. The officers and directors of the Surviving
Corporation immediately after the Merger will be the officers and directors
listed in Schedule 1.1 attached hereto.
1.2 CLOSING: EFFECTIVE DATE. The consummation of the transactions
contemplated by this Agreement (the "Closing") shall take place at the offices
of Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, 00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx,
Xxxxxxxxxx, at 10:00 a.m. (local time) on the second business day after all of
the conditions specified in Article 4 of this Agreement have been satisfied or
waived, or at such other place, time and date as the parties may designate. The
date on which the Closing actually takes place is the "Closing Date."
Contemporaneously with the Closing, properly executed articles of merger or
other appropriate documents, conforming to the requirements of the Texas
Business Corporation Act ("TBCA") and the California General Corporation Law
("CGCL"), shall be filed with the Secretary of State of the State of Texas (the
"Texas Secretary of State") and, as soon thereafter as practicable, a copy
thereof certified by the Texas Secretary of State shall be filed with the
Secretary of State of the State of California (the "California Secretary of
State"). The Merger shall take effect as of the time the articles of merger or
other appropriate documents are filed with and accepted by the Texas Secretary
of State (the "Effective Date").
1.3 SHARES. (a) On the Effective Date, the rights of the Creditors
pursuant to the Plan to receive shares of common stock of Target as the Plan
Shares shall be converted into the right to receive as the Plan Shares (i) an
aggregate of 2,914,913 shares of common stock, without par value, of Buyer, plus
(ii) such additional shares of such common stock of Buyer as may be necessary to
round up to the nearest whole share any fractional shares which otherwise would
be issuable under clause (i). The shares of Buyer's common stock to be issued in
the Merger are referred to in this Agreement as the "Shares."
(b) Each issued and outstanding share of the capital stock of Subsidiary
shall be converted into and become one fully paid and nonassessable share of
common stock, $1.00 par value per share, of the Surviving Corporation.
(c) If, between the date of this Agreement and the Effective Date, the
shares of Buyer's common stock are changed into a different number or class of
shares by reason of any
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stock dividend, subdivision, reclassification, reorganization, stock split,
reverse stock split or similar transaction, the total number of Shares shall be
appropriately adjusted.
1.4 NO FRACTIONAL SHARES. No fractional Shares will be issued. The
Shares otherwise issuable to each Creditor will be rounded up to the nearest
whole Share.
1.5 EFFECT OF MERGER. The Merger shall have the effects set forth in
this Agreement and the applicable provisions of the TBCA and CGCL. Without
limiting the generality of the foregoing, and subject thereto, at the Effective
Date, all the properties, rights, privileges, powers and franchises of
Subsidiary shall vest in the Surviving Corporation, and all debts, liabilities
and duties of Subsidiary shall become the debts, liabilities and duties of the
Surviving Corporation. Until Shares (whether certificated or uncertificated)
have been issued to a particular Creditor under the Plan, such Creditor will not
be a stockholder of Buyer for any purpose. Dividends, if any, otherwise payable
on the Shares between the Effective Date and the date of such issuance to which
such Creditor is entitled will only be paid (without interest) at the time of
the issuance.
1.6 FURTHER ACTION. If, at any time after the Effective Date, any
further action is determined by Buyer to be necessary to carry out the purposes
of this Agreement or to vest the Surviving Corporation with full right, title
and possession of and to all rights and property of Subsidiary, the officers and
directors of the Surviving Corporation and Buyer shall be fully authorized (in
the name of Subsidiary, in the name of Target and in the name of Buyer and
otherwise) to take such action.
ARTICLE 2 -- REPRESENTATIONS AND WARRANTIES
2.1 TARGET AND HFG. Target and HFG represent and warrant to Buyer and
Subsidiary as follows:
(a) Organization and Standing. Target is a corporation duly organized,
validly existing and in good standing under the laws of the State of Texas and
has the requisite corporate power and authority to enter into and consummate
this Agreement and to carry on its business.
(b) Merger Authorized. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action on the part of Target and
HFG, and no other consent, approval, order, permission or authorization of any
nature is required on the part of or with respect to Target to authorize, or
otherwise in connection with, the Merger. This Agreement is a valid and binding
obligation of Target and HFG enforceable against each of them in accordance with
its terms, except as enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, debtor relief or similar laws affecting the rights
of creditors generally (in each case subsequent to the Bankruptcy Case), and
(ii) general principles of equity. The execution and delivery of this
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Agreement and the consummation of the transactions contemplated hereby do not
and will not (i) conflict with or cause a violation, breach or default of any
term or provision of the articles of incorporation or bylaws of Target or HFG,
of any indenture, mortgage, deed of trust, lease, contract or other agreement to
which Target or HFG is a party or by which either of them or their properties
are bound, (ii) violate any applicable law, rule, regulation, decree,
injunction, order, ruling or writ, or (iii) except as provided in Section 8.04
of the Plan, require any filing or registration with, or the issuance of any
order, license, permit or waiver by, any government or any court, agency,
tribunal, commission or other instrumentality of any government, whether
federal, state or local, including without limitation, any filing with the
Securities and Exchange Commission.
(c) Capitalization. Target has no outstanding equity securities. The
only equity interests in Target are the rights of the Creditors to receive the
Plan Shares at the times and in the manner provided in the Plan and in this
Agreement. The authorized capitalization of Target consists of 1,000,000 voting
shares of common stock, $1.00 par value per share, and 1,000,000 non-voting
shares of common stock, $1.00 par value per share.
(d) Officer and Director. From September 27, 2000 and until the
Effective Date, Xxxxxxx X. Xxxxxx is and will be the sole director and the
President and Secretary of Target. There are no other officers of Target.
(e) Subsidiaries. Target has no subsidiaries and does not own, directly
or indirectly, any of the capital stock of any other corporation or any equity,
profit sharing, participation or other interest in any corporation, partnership,
joint venture or other equity.
(f) SEC. Target is not subject to the reporting requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), and is
not an investment company registered or required to be registered under the
Investment Company Act of 1940.
(g) Assets, Liabilities and Obligations. On October 10, 2000, Target
received a conditional discharge in bankruptcy, subject to the completion of the
Merger or a similar transaction taking place no later than eighteen (18) months
from October 10, 2000. At the Effective Date, immediately after consummation of
the transactions contemplated by this Agreement, Target will not have any,
assets, employees or liabilities of any nature whatsoever. Target is not, and at
the Effective Date will not be, a party to, bound by or otherwise subject to any
contract or agreement, or any other liability or obligation, of any nature
whatsoever, except for liabilities and obligations expressly provided for in
this Agreement or the Plan. Any and all pre-existing claims against, and
obligations of, Target will be discharged in bankruptcy pursuant to the Plan,
and will therefore be unenforceable pursuant to applicable law. Under the Plan,
the Creditor's only rights against Buyer, Subsidiary and Target are to receive
the Plan Shares as and when provided in the Plan.
(h) Legal Proceedings. There is no pending or threatened judicial or
administrative proceeding or investigation affecting Target other than the
Bankruptcy Case.
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(i) Finder's Fee. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on by HFG and its counsel
directly with Buyer and its counsel, without the intervention on behalf of
Target or HFG of any person other than The Private Financing Group, Inc.
("TPFG"), pursuant to an arrangement between HFG and TPFG in such manner as to
give rise to any valid claim against any of the parties hereto for a brokerage
commission, finder's fee or any similar payments.
(j) Speculative Investment. HFG and Target understand that Buyer is a
development stage company which has not received substantial revenues from its
operations, and that the Shares are a very speculative security which may
eventually have no value. Buyer has afforded HFG and Target full and complete
access to all information with respect to Buyer and its business and financial
conditions that HFG and Target deemed necessary in order to evaluate the merits
and risks of acquiring the Shares, and HFG and Target have received satisfactory
and complete information concerning the business and financial conditions of
Buyer in response to all inquiries made by them.
2.2 BUYER AND SUBSIDIARY. Buyer and Subsidiary represent and warrant to
Target as follows:
(a) Organization and Standing. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of California,
and is duly qualified or licensed to do business as a foreign corporation and is
in good standing in all jurisdictions in which the character of the properties
owned or the nature of the business conducted by it would make such
qualification or licensing necessary, except where the failure to be so
qualified or licensed will not have a material adverse effect on Buyer.
Subsidiary is a corporation duly organized, validly existing and in good
standing under the laws of the State of California, and is duly qualified or
licensed to do business as a foreign corporation and is in good standing in all
jurisdictions in which the character of the properties owned or the nature of
the business conducted by it would make such qualification or licensing
necessary.
(b) Merger Authorized. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action on the part of Buyer and
Subsidiary, and no other consent, approval, order permission or authorization of
any nature is required on the part of or with respect to Buyer or Subsidiary to
authorize, or otherwise in connection with, the Merger. This Agreement is a
valid and binding obligation of Buyer and Subsidiary, enforceable against each
of them in accordance with its terms, except as enforceability may be limited by
(i) bankruptcy, insolvency, reorganization, debtor relief or similar laws
affecting the rights of creditors generally, and (ii) general principles of
equity. The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby do not and will not (i) conflict with or cause
a violation, breach or default of any term or provision of the articles of
incorporation or bylaws of Buyer or Subsidiary, of any indenture, mortgage, deed
of trust, lease, contract or other agreement to which Buyer is a party or by
which either of them or their respective properties are
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bound, (ii) violate any applicable law, rule, regulation, decree, injunction,
order, ruling or writ, or (iii) require any filing or registration with, or the
issuance of any order, license, permit or waiver by, any government or any
court, agency, tribunal, commission or other instrumentality of any government,
whether federal, state or local, including without limitation, any filing with
the Securities and Exchange Commission.
(c) Capitalization. Until October 19, 2000, the capitalization of Buyer
consisted of 100,000,000 shares of common stock, without par value, of which as
of October 18, 2000, 51,735,368 shares were issued and outstanding. No
additional shares have been issued and shall be issued before the Effective
Date. On October 19, 2000, the authorized capitalization of Buyer was increased
to 250,000,000 shares of common stock without par value.
(d) Finder's Fee. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on by Buyer and its counsel
directly with HFG and its counsel, without the intervention on behalf of Buyer
of any person other than TPFG pursuant to a Financial Advisory Agreement between
Buyer and TPFG dated as of July 10, 2000, in such manner as to give rise to any
valid claim against any of the parties hereto for a brokerage commission,
finder's fee or any similar payments.
ARTICLE 3 -- COVENANTS
3.1 AFFIRMATIVE COVENANTS.
(a) Filings and Approvals. Each party will cooperate with the others in
the preparation and/or filing, as soon as practicable, of all necessary filings
in the Bankruptcy Case or elsewhere, all necessary mailings to, and other
communications with, shareholders, the Creditors and others, and all other
required documents with respect to the Merger and the issuance of the Shares.
(b) Announcements. Neither HFG nor Target will make any announcement
concerning the Merger, except as may be required by applicable law or court
process.
(c) Adverse Event. HFG will promptly notify Buyer (i) when an event
occurs that may adversely affect Target, or its ability to carry out the Merger,
or (ii) if it or Target determines it is or will be unable to comply with any of
its obligations under this Agreement or fulfill any conditions under its
control. Buyer will promptly notify HFG (i) when an event occurs that may
adversely affect Buyer's ability to carry out the Merger, or (ii) if it
determines it is or will be unable to comply with any of its obligations under
this Agreement or fulfill any conditions under its control.
(d) Indemnification. HFG agrees to indemnify Buyer and Subsidiary, and
hold Buyer and Subsidiary harmless, from and against any and all losses, claims,
damages, deficiencies, liabilities or expenses (including reasonable counsel
fees and costs of investigation and defense) suffered or incurred by Buyer or
Subsidiary, directly or indirectly, as a result of,
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based upon, or arising from any inaccuracy in or breach or nonperformance of any
of the representations, warranties, covenants or agreements made by Target or
HFG in or pursuant to this Agreement (including, without limitation, in any
certificate delivered hereunder). Buyer agrees to indemnify Target, and hold
Target harmless, from and against any and all losses, claims, damages,
deficiencies, liabilities or expenses (including reasonable counsel fees and
costs of investigation and defense) suffered or incurred by Target prior to the
Merger, directly or indirectly, as a result of, based upon, or arising from any
inaccuracy in or breach or nonperformance of any of the representations,
warranties, covenants or agreements made by Buyer in or pursuant to this
Agreement (including, without limitation, in any certificate delivered
hereunder).
Any party seeking indemnification hereunder (the "Indemnified Party")
shall promptly give notice to the party required to provide indemnity hereunder
(the "Indemnifying"). Any delay in notifying the Indemnifying Party constitutes
only an excuse to the extent of the Indemnified Party's actual prejudice. If any
claim, demand or liability is asserted by any third party against any
Indemnified Party, the Indemnifying Party shall, upon the written request of the
Indemnified Party, defend any actions or proceedings brought against the
Indemnified Party in respect of matters embraced by the indemnity, but the
Indemnified Party shall have the right to conduct and control the defense,
compromise or settlement of such action or proceeding if the Indemnified Party
chooses to do so, on behalf of and for the account and risk of the Indemnifying
Party who shall be bound by the result so obtained. If, after a request to
defend any action or proceeding, the Indemnifying Party neglects to defend the
Indemnified Party, a recovery against the latter suffered by it in good faith,
is conclusive in its favor against the Indemnifying Party. The parties shall
cooperate in the defense of all third party claims which may give rise to claims
hereunder.
(e) Survival of Indemnity Obligations and Cap. The rights of the parties
to assert indemnification claims pursuant section 3.1 (d) of this Agreement will
survive for a period of twelve (12) months from the Closing Date, except for
claims of or related to fraud, willful misconduct, taxes and authority of Buyer,
Subsidiary and HFG to execute and deliver this Agreement and any documents
contemplated hereunder, and to consummate the transactions hereunder and
thereunder (collectively "Special Claims") which shall survive until the
expiration of the seventy-five (75) days following the date on which the running
of the applicable statute of limitations and any extensions thereof with respect
to any such claim will bar the assertion, assessment and collection of such
claim. Except for any Special Claims, the maximum liability of each of HFG, on
one hand, and Buyer and Subsidiary on a joint and several basis, on the other
hand, for any indemnification claims hereunder shall be limited to $360,000.
(f) Affiliates. Certificates representing Shares issued to HFG direct
and indirect transferees from HFG of its rights to receive Plan Shares, and any
other person deemed to be an "affiliate", for purposes of Rule 145 under the
Securities Act of 1933, of Target ("Target Affiliates") will bear an appropriate
restrictive legend. Concurrently with the execution of this Agreement, Target is
delivering to Buyer a list of all other persons who are then Target Affiliates.
Target will promptly amend or supplement this list as changes occur. Prior to
the
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Effective Date HFG will, and will cause each direct and indirect transferee from
HFG of its rights to receive Plan Shares, and each person named in any such
list, amendment or supplement to deliver promptly to Buyer a letter
substantially in the form of Appendix A.
3.2 NEGATIVE COVENANTS. The parties further covenant that, until the
Effective Date:
(a) Charter Documents. Target will not amend its Articles of
Incorporation or Bylaws (except for any changes necessary to comply with this
Agreement or the Plan).
(b) Stock. Target will not issue or agree to issue any equity
securities, options, warrants, or convertible instruments.
(d) No Target Transactions. Target will not engage in or enter into any
transaction, agreement or other commitment of any nature, or incur any liability
of any nature, except as may be necessary to comply with this Agreement or the
Plan.
(e) Inconsistent Agreements. Neither Target nor HFG will solicit
proposals or participate in discussions concerning any form of business
combination between Target and any third party.
ARTICLE 4 -- CONDITIONS PRECEDENT
4.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligations of
Buyer to consummate and effect the Merger shall be subject to the satisfaction
of the following conditions, or to the waiver thereof by Buyer before the
Effective Time:
(a) Representations and Warranties True at Effective Time. The
representations and warranties of Target and HFG herein contained shall be, in
all respects, true as of and at the Effective Date with the same effect as
though made at such date, except as affected by transactions permitted or
contemplated by this Agreement and except for those representations and
warranties that address matters only as of a particular date (which shall remain
true and correct as of such particular date); Target and HFG shall have
performed and complied with all covenants required by this Agreement to be
performed or complied with by each of them before the Effective Date; and HFG
shall have delivered to Buyer a certificate, dated the Effective Date and signed
on behalf of HFG by its chairman of the board to both such effects.
(b) No Litigation. No suit, action or other legal proceeding with
respect to the Merger (other than the Bankruptcy Case) shall have been commenced
and shall be pending, before any court or governmental agency of competent
jurisdiction.
(c) Legal Opinion. Hance, Scarborough, Wright, Keiffer, Xxxxxxxx &
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Xxxxxxxx, L.L.P. shall have delivered to Buyer its written opinion in
substantially the form of Appendix B, and such opinion shall not have been
withdrawn or modified.
4.2 CONDITIONS PRECEDENT TO OBLIGATIONS OF TARGET. The obligations of
Target and HFG to consummate and effect the Merger shall be subject to the
satisfaction of the following conditions, or to the waiver thereof by Target
before the Effective Date:
(a) Representations and Warranties of Buyer True at Effective Date. The
representations and warranties of Buyer herein contained shall be, in all
respects, true as of and at the Effective Date with the same effect as though
made at such date, except as affected by transactions permitted or contemplated
by this Agreement and except for those representations and warranties that
address matters only as of a particular date (which shall remain true and
correct as of such particular date); Buyer shall have performed and complied, in
all material respects, with all covenants required by this Agreement to be
performed or complied with by Buyer before the Effective Date; and Buyer shall
have delivered to Target a certificate, dated the Effective Date and signed on
behalf of Buyer by its chairman of the board to both such effects.
(b) No Litigation. No suit, action or other legal proceeding with
respect to the Merger (other than the Bankruptcy Case) shall have been commenced
and shall be pending, before any court or governmental agency of competent
jurisdiction.
(c) Legal Opinion. Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP shall have delivered
to Target its written opinion in substantially the form of Appendix C, and such
opinion shall not have been withdrawn or modified.
ARTICLE 5 -- TERMINATION
This Agreement, whether or not approved by the stockholders of
Subsidiary and whether or not all other applicable approvals have been obtained,
may be terminated on or before the Effective Date (a) by mutual consent of
Target and Buyer; or (b) unilaterally by Target or Buyer (i) after November 15,
2000, (ii) if the other fails to perform any covenant in this Agreement, and
does not fully cure the failure within 10 business days after written notice of
the alleged failure, or (iii) if any condition to the obligations of that party
is not satisfied, and it reasonably appears that the condition cannot be
satisfied prior to November 15, 2000. Unless the termination involves a default
(including breach of representations and warranties, or covenants), no party
will have any further liability or obligation under this Agreement to the other
parties or to any stockholder, director, officer, employee, agent or
representative of the other parties. Termination because of a party's default
will be without prejudice to any other rights or remedies the non-defaulting
parties may have.
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ARTICLE 6 -- MISCELLANEOUS
6.1 NOTICES. Any notice or other communication required or permitted
hereunder shall be in writing and sent via (i) facsimile to the number shown on
the signature page of this Agreement (and shall be deemed given and delivered
upon the generation by the transmitting facsimile machine of confirmation that
the entire document has been successfully transmitted), (ii) personal delivery
or private overnight courier to the address shown on such signature page, or
(iii) United States First Class mail, postage prepaid, return receipt requested,
addressed to such address. Notices sent via private overnight courier shall be
deemed given and delivered on the first business day following the date of
delivery to the overnight courier. Notices mailed via United States First Class
mail shall be deemed given and delivered on the third business day following the
date of mailing. Any party may change from time to time its address or fax
number for notices hereunder by giving notice to the other party.
6.2 EXPENSES. Each party will pay its own expenses.
6.3 FURTHER ASSURANCES. Subject to the terms and conditions of this
Agreement, each of the parties agrees, at its own cost and expense, to use all
commercially reasonable efforts to take, or cause to be taken, all action
necessary, proper or advisable to consummate and make effective the transactions
contemplated by this Agreement.
6.4 ASSIGNABILITY. Neither this Agreement nor any rights or obligations
under it are assignable.
6.5 GOVERNING LAW. This Agreement will be governed by the laws of the
State of California.
6.6 AMENDMENT. This Agreement may be amended in accordance with
applicable law.
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement on the day and year first above written.
INTERGLOBAL WASTE MANAGEMENT, INC. HOSPITALITY COMPANIES, INC.
By /s/ XXXXXX X. XXXXXXXX By /s/ XXXXXXX X. XXXXXX
-------------------------------- ---------------------------------
Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
Chairman of the Board President
Address 820 Calle Plano Address 0000 Xxx Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000 Xxxxxx, XX 00000
Facsimile (000) 000-0000 Facsimile (000) 000-0000
IWM SUBSIDIARY, INC. HALTER FINANCIAL GROUP, INC.
By /s/ XXXXXX X. XXXXXXXX By /s/ XXXXXXX X. XXXXXX
-------------------------------- ---------------------------------
Xxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
Chairman of the Board President
Address 820 Calle Plano Address Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000 0000 Xxx Xxxxxxx Xxxxx
#000
Xxxxxx, XX 00000
Facsimile (000) 000-0000 Facsimile (000) 000-0000
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APPENDIX A
FORM OF RULE 145 LETTER FROM
AFFILIATES OF TARGET
InterGlobal Waste Management, Inc.
000 Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
I have been advised that I may be deemed an "affiliate," as defined in
Rule 145 under the Securities Act of 1933 (the "Act"), of Hospitality Companies,
Inc. ("Target") at the time of the merger ("Merger") of IWM Subsidiary, Inc., a
subsidiary of InterGlobal Waste Management, Inc.("Buyer") into Target. In the
Merger, I will acquire the right to receive shares ("Shares") of the common
stock of Buyer in exchange for my right to receive shares of stock of Target as
Plan Shares pursuant to the Plan of Reorganization Proposed by Debtors filed on
August 21, 2000 (the "Plan"), amended on August 22, 2000, modified on September
15, 2000 and confirmed on September 27, 2000.
I represent and agree as follows:
1. I have carefully read this letter and, to the extent I felt
necessary, I have discussed it with counsel.
2. I will not make any sale or other disposition of the Shares in
violation of the Act or related rules and regulations. In this connection, I
understand that the issuance of the Shares to me will be exempt from
registration under the Act, but that such exemption will not cover resales by
affiliates of Target. Accordingly, the Shares must be held by me indefinitely
unless (a) the Shares have been registered under the Act for sale by me, (b) a
sale of the Shares is made in conformity with the volume and other applicable
limitations of paragraph (d) of Rule 145, or (c) another exemption from
registration is available.
3. I understand that Buyer is under no obligation to register the
sale or other disposition of the Shares by me or on my behalf or to take any
other action to qualify for an exemption from registration.
4. I also understand that stop transfer instructions will be given to
Buyer's transfer agent with respect to the Shares and that there will be placed
on the certificates for the Shares a legend stating in substance:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
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ISSUED IN A TRANSACTION TO WHICH RULE 145 UNDER THE SECURITIES ACT OF
1933 APPLIES AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE
WITH THE REQUIREMENTS OF RULE 145 OR PURSUANT TO A REGISTRATION
STATEMENT UNDER THAT ACT OR AN EXEMPTION FROM SUCH REGISTRATION.
Very truly yours,
Date ------------------------------------
----------------- Signature
------------------------------------
Type or Print Name
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APPENDIX B
OPINION OF HANCE, SCARBOROUGH, WRIGHT,
KEIFFER, XXXXXXXX & XXXXXXXX L.L.P.
(000) 000-0000
InterGlobal Waste Management, Inc.
000 Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
We have acted as counsel for Hospitality Companies, Inc., a Texas
corporation ("Target"), in connection with the merger (the "Merger") of IWM
Subsidiary, Inc., a California corporation ("Subsidiary"), a wholly-owned
subsidiary of InterGlobal Waste Management, Inc., a California corporation
("Buyer"), into Target pursuant to the Agreement and Plan of Merger dated as of
October __, 2000 (the "Agreement") among Buyer, Subsidiary, Target and Halter
Financial Group, Inc., a Texas corporation ("HFG"). This opinion is rendered to
you pursuant to Section 4.1(c) of the Agreement.
In our capacity as such counsel, we have examined originals or copies of
the Agreement and such corporate records of Target and HFG, certificates of
public officials and of officers of Target and HFG, and other documents as we
have deemed necessary for the purpose of this opinion.
On the basis of such examination and our consideration of such questions
of law as we have deemed relevant in the circumstances, we are of the opinion,
subject to the assumptions and limitations set forth herein, that:
1. Target has been duly organized and is existing and in good
standing under the laws of Texas. Target has the corporate power
by virtue of the confirmed Plan of Reorganization filed on
August 21, 2000 ("Plan") in the United States Bankruptcy Court
for the Northern District of Texas, Dallas Division ("Bankruptcy
Court") in the case In re Hospitality Companies, Inc., case
no. 00-30768-BJH-11 ("Bankruptcy Case"), to enter into the
Agreement and to carry out the provisions of the Agreement. HFG
has been duly organized and is existing and in good standing
under the laws of Texas. HFG has the corporate power to enter
into the Agreement and to carry out the provisions of the
Agreement.
2. Neither the execution and delivery of the Agreement nor
consummation of the transactions contemplated by it will
conflict with, result in a breach by Target or HFG of, or
constitute a default (a) under the Articles of
15
Incorporation, By-Laws or equivalent organizational documents of
Target or HFG respectively, or (b) under any material agreement
or instrument known to us to which Target or HFG is a party or
by which Target or HFG is bound, or (c) under any applicable
requirements of law. The commencement or consummation by Target
of the Merger and by Target or HFG of the other transactions
contemplated in the Agreement do not and will not require any
material consent, approval, authorization or permit of, filing
with or notification to any federal, state or local authority or
agency other than the Secretaries of State of the State of
California and the State of Texas, and a filing of a certificate
of completion with the Bankruptcy Court as provided for in
Section 8.04 (a) of the Plan.
3. The Agreement and the Merger have been duly authorized by all
necessary corporate action on the part of Target and HFG as
provided for in the Plan and the order of the Bankruptcy Court
confirming same. The Agreement has been duly executed and
delivered by Target and HFG and constitutes the legally valid
and binding obligations of Target and HFG, enforceable against
each of them in accordance with its terms, except as enforcement
may be limited by subsequent bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable
principles. We express no opinion as to the availability of
equitable remedies.
4. Target has no shares issued and outstanding as all of its
previously issued and outstanding shares have been canceled
under the Plan as confirmed by the Bankruptcy Court on September
27, 2000. The "Creditors" as defined in the Agreement are the
only persons or entities who have rights to acquire or receive
shares of common stock of Target and their only rights to
receive such shares are their rights to receive the Plan Shares
as provided in Section VII G of the Plan of Reorganization
Proposed By Debtors dated August 21, 2000 (the "Plan").
5. The common stock issued to the "Creditors" pursuant to the
Agreement is exempt from registration under Section 5 of the
Securities Act of 1933 and all state and local laws requiring
registration for offer or sale of a security or registration or
licensing of an issuer of, underwriter of, or broker or dealer
in a security, pursuant Section 1145 (b) of the United States
Bankruptcy Code. Such common stock may be resold by the
"Creditors" without restriction under such laws, except for the
provisions of Rule 145 under the Securities Act of 1933, as
amended (the "Securities Act"), which apply to affiliates of
Target. There are no affiliates, within the meaning of Rule 145
under the Securities Act, of Target other than those named on
the list dated October 18, 2000 (as amended to date) supplied to
Buyer by Target pursuant to Section 3.1 (f) of the Agreement.
2
16
6. Except for the order of the Bankruptcy Court confirming the
Plan, which has been duly obtained, no consent, order or
approval of any Texas or federal court or governmental agency or
body is required on the part of the Target and HFG for the
execution and delivery of the Agreement or the transactions
contemplated thereby, except such as have been obtained.
7. The execution and delivery of the Agreement and the consummation
of the Merger comply with: (i) the United States Bankruptcy
Code; (ii) orders entered by the Bankruptcy Court in the case
Bankruptcy Case, including the order confirming the Plan; and
(iii) the provisions of the Plan. All orders necessary to effect
confirmation of the Plan, discharge of Target's debts, and
Bankruptcy Court authorization for the execution and delivery of
the Agreement and the consummation of the Merger have been
entered after notice to all creditors whose claims were listed
by Target in its Bankruptcy Schedules, as amended, who were
listed on the Target's creditor mailing matrix, as amended, who
filed proof of claim or who had actual knowledge of the Target's
Bankruptcy Case and a hearing appropriate under the
circumstances, and have become final and unappealable. No
further application to, supervision of, or order of the
Bankruptcy Court is necessary prior to execution and delivery of
the Agreement and consummation of the Merger.
8. Assuming due authorization of the Merger by all necessary
corporate action on the part of Buyer and Subsidiary and that
Buyer and Subsidiary have taken all action they are required to
take, upon the filing of the articles of merger with the Texas
Secretary of State and the California Secretary of State in
accordance with the Agreement, (a) the Merger will be validly
consummated in accordance with the Agreement and Texas law, and
(b) each outstanding right to receive shares of Target stock and
each outstanding share of Subsidiary stock will be converted as
provided in the Agreement.
We have assumed that the Agreement has been duly authorized, executed
and delivered by Buyer, that Buyer had the requisite power and authority to
execute, deliver and perform the Agreement, that Buyer has obtained all
necessary governmental approvals of the transactions contemplated by the
Agreement, that all items submitted as originals are authentic, and that all
items submitted as copies conform to the originals, assumptions that we have not
independently verified.
We express no opinion concerning (a) the laws of any jurisdiction other
than Texas and the United States, or (b) choice of law, matters or limitations
imposed by public policy and equitable principles. We further note that a court
may not strictly enforce certain covenants if it concludes that such enforcement
would be unreasonable under the existing circumstances.
3
17
This opinion is solely for your benefit in connection with the Merger
and related transactions and may not be relied upon by, nor may copies be
delivered to, any other person or entity for any purpose without our prior
written consent.
Very truly yours,
4
18
APPENDIX C
(OPINION OF BUYER AND SUBSIDIARY'S COUNSEL)
[DATE]
Hospitality Companies, Inc.
c/o Halter Financial Group. Inc.
0000 Xxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Ladies and Gentlemen:
We have acted as counsel for InterGlobal Waste Management, Inc., a
California corporation ("IWM"), and its wholly owned subsidiary, IWM Subsidiary,
Inc., a California corporation ("Sub"), in connection with the merger (the
"Merger") of Sub with and into Hospitality Companies, Inc., a Texas corporation
("Target"), pursuant to the Agreement and Plan of Merger dated as of October ,
2000 (the "Agreement") among IWM, Sub, Target and Halter Financial Group, Inc.,
a Texas corporation ("HFG"). This opinion is rendered to you pursuant to Section
4.2(c) of the Agreement. Unless otherwise indicated, capitalized terms used in
this opinion which are defined in the Agreement are used herein as so defined.
In our capacity as such counsel, we have examined originals or copies of
the Agreement and such corporate records of IWM and Sub, such certificates of
public officials and of officers of IWM and Sub, and such other documents as we
have deemed necessary for the purpose of this opinion.
We have assumed that the Agreement has been duly authorized, executed
and delivered by Target and HFG, that Target and HFG have the requisite power
and authority to execute, deliver and perform the Agreement, that Target and HFG
have obtained all necessary governmental, judicial and other approvals of the
transactions contemplated by the Agreement, that all items submitted as
originals are authentic, and that all items submitted as copies conform to the
originals, assumptions that we have not independently verified. As to material
matters of fact, we have relied upon statements and certificates furnished to us
by officers of IWM and Sub.
On the basis of such examination and our consideration of such questions
of law as we have deemed relevant in the circumstances, we are of the opinion,
subject to the assumptions and limitations set forth herein, that:
1. IWM has been duly incorporated and is existing and in good
standing under the laws of California. IWM has the corporate
power to enter into the Agreement and to carry out the
provisions of the Agreement. Sub has
19
been duly incorporated and is existing and in good standing
under the laws of California. Sub has the corporate power to
enter into the Agreement and to carry out the provisions of the
Agreement.
2. Neither the execution and delivery of the Agreement nor
consummation of the transactions contemplated by it will
conflict with, result in a breach by IWM or Sub of, or
constitute a default under (a) the Articles of Incorporation or
By-Laws of IWM or Sub, or (b) any applicable requirements of
law. The commencement or consummation by Sub of the Merger and
by IWM or Sub of the other transactions contemplated in the
Agreement do not and will not require any material consent,
approval, authorization or permit of, filing with or
notification to any federal, state or local authorities or
agency other than the Secretaries of State of the State of
California and the State of Texas and such filings,
notifications or other proceedings, if any, as may be required
in connection with the Bankruptcy Case.
3. The Agreement and the Merger have been duly authorized by all
necessary corporate action on the part of IWM and Sub. The
Agreement has been duly executed and delivered by IWM and Sub
and constitutes the legally valid and binding obligations of IWM
and Sub, enforceable against each of them in accordance with its
terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws or
equitable principles. We express no opinion as to the
availability of equitable remedies.
4. No consent, order or approval of any California or federal court
or governmental agency or body is required on the part of IWM
and Sub for the execution and delivery of the Agreement or the
transactions contemplated thereby, except such as have been
obtained.
5. Assuming due authorization of the Merger by all necessary
corporate action on the part of Target and HFG, that Target and
HFG have taken all action they are required to take, that the
Merger constitutes a "reverse merger" or a "reverse acquisition"
as defined in the Plan and complies with all provisions of the
Plan, and that filing the articles of merger provided for in the
Agreement (the "Articles of Merger") with the Secretary of State
of the State of Texas is sufficient under Texas law to effect
the Merger, upon the due filing of the original Articles of
Merger with the Secretary of State of the State of Texas and the
due acceptance for filing of a copy of the Articles of Merger
certified by the public officer having custody of the original
with the Secretary of State of the State of California in
accordance with the Agreement, (a) the Merger will be validly
consummated in accordance with the Agreement and California
2
20
law, and (b) as a matter of California law, each outstanding
right of the Creditors to receive shares of Target stock as Plan
Shares will be converted into a right to receive shares of
common stock, without par value, of IWM as Plan Shares, as
provided in the Agreement.
We express no opinion concerning (a) the laws of any jurisdiction other
than California and the United States, (b) choice of law matters or limitations
imposed by public policy and equitable principles, (c) federal or state
securities laws, (d) legal investment matters under any federal or state law,
(e) the Bankruptcy Case and any consent, approval, authorization, permit,
filing, order or notification required or provided for in, pursuant to or in
connection with the Bankruptcy Case, or (f) the exhibits to the Agreement or
other documents or agreements contemplated by the Agreement. We further note
that a court may not strictly enforce certain covenants if it concludes that
such enforcement would be unreasonable under the existing circumstances.
This opinion is solely for your benefit in connection with the Merger
and related transactions and may not be relied upon by, nor may copies be
delivered to, any other person or entity for any purpose without our prior
written consent.
Very truly yours,
3
21
SCHEDULE 1.1
OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION
Director
Xxxxxx X. Xxxxxxxx
Officers
Xxxxxx X. Xxxxxxxx - President and Secretary
22
ARTICLES OF MERGER
OF
IWM SUBSIDIARY, INC.
WITH AND INTO
HOSPITALITY COMPANIES, INC.
Pursuant to the provisions of Article 4.14 of the Texas Business
Corporation Act (the "Act"), the undersigned corporations certify the following
articles of merger adopted for the purpose of effecting a merger in accordance
with the applicable provisions of the Act.
1. The name of the corporation subject to the Plan of Reorganization (as
hereinafter defined) is Hospitality Companies, Inc. ("Hospitality").
2. The text of the Plan of Reorganization that contains language
authorizing the merger referenced herein can be found in Sections 8.01 through
8.03 of the Plan of Reorganization, as modified.
3. The Plan of Reorganization, as modified, was confirmed by the Court
(as hereinafter defined) on September 27, 2000.
4. The Plan of Reorganization of Hospitality (the "Plan of
Reorganization") was originally filed on August 21, 2000 as a Joint Plan of
Reorganization pursuant to Chapter 11 of the United States Bankruptcy Code
styled as In Re: Hospitality Companies, Inc. Case No. 00-30768-BJH-11 in the
United States Bankruptcy Court for the Northern District of Texas, Dallas
Division (the "Court") and was subsequently amended on August 22, 2000 and
modified on September 15, 2000.
5. The Court had jurisdiction of the case under federal statute.
6. The name of each of the undersigned corporations that is a party to
the Agreement and Plan of Merger (the "Plan of Merger") and the state under the
laws of which it is organized are as follows:
Name of Corporation State
------------------- -----
InterGlobal Waste Management, Inc. California
IWM Subsidiary, Inc. California
Hospitality Companies, Inc. Texas
7. A Plan of Merger has been adopted and approved in accordance with the
provisions of Article 4.14 of the Texas Business Corporation Act providing for
the combination of IWM Subsidiary, Inc. with and into Hospitality Companies,
Inc. and resulting in Hospitality Companies, Inc. being the Surviving
Corporation in the merger.
23
8. The Articles of Incorporation and Bylaws of Hospitality Companies,
Inc. will be the Articles of Incorporation and Bylaws of the Surviving
Corporation until thereafter changed or amended as provided therein or by
applicable law. Except as set forth below, no amendments or changes in the
Articles of Incorporation or Bylaws of the Surviving Corporation shall be
effected by the merger:
The Articles of Incorporation of the Surviving Corporation shall
be amended by changing the Article I so that, as amended, said
Article shall be and read as follows: "The name of the
Corporation is Hospitality Companies, Inc. Acquisition Corp."
9. An executed Plan of Reorganization and the Plan of Merger are on file
at the principal place of business of Hospitality Companies, Inc. at 000 Xxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 and a copy of the Plan of Reorganization and
the Plan of Merger will be furnished by Hospitality Companies, Inc. on written
request and without cost, to any shareholder of each domestic or foreign
corporation that is a party to the Plan of Reorganization and the Plan of Merger
and to any creditor or obligee of the parties to the merger at the time of the
merger if such obligation is then outstanding.
10. Approval by the shareholders of Hospitality Companies, Inc. was not
required pursuant to Article 4.14 of the Act.
11. As to the undersigned foreign corporation, the approval of whose
shareholders is required, the number of shares, not entitled to vote only as a
class, voted for and against the Plan of Merger, respectively, and, if the
shares of any class or series are entitled to vote as a class, the number of
shares of each such class or series voted for and against the Plan of Merger
respectively, are as follows:
Number of Shares Entitled to
Vote as a Class or Series
Total Total -------------------------------
Voted Voted Class or Voted Voted
Name of Corporation For Against Series For Against
--------------------------------------------------------------------------
IWM Subsidiary, Inc. 000 -0- X/X X/X X/X
12. As to the undersigned foreign corporation that is a party to the
Plan of Merger, the approval of the Plan of Merger and performance of its terms
were duly authorized by all action required by the laws under which it was
incorporated and by its constituent documents.
13. These Articles of Merger and the merger under the Plan of
Reorganization and the Plan of Merger shall be effective on the date of filing
with the Secretary of State of Texas.
24
Dated: October 23, 2000 HOSPITALITY COMPANIES, INC.
By: /s/ XXXXXXX X. XXXXXX
-----------------------------------
Xxxxxxx X. Xxxxxx, President
Dated: October 23, 2000 IWM SUBSIDIARY, INC.
By: /s/ XXXXXX X XXXXXXXX
-----------------------------------
Xxxxxx X. Xxxxxxxx, Chairman
Dated: October 23, 2000 INTERGLOBAL WASTE MANAGEMENT, INC.
By: /s/ XXXXXX X. XXXXXXXX
-----------------------------------
Xxxxxx X. Xxxxxxxx, Chairman
25
[STATE OF TEXAS LETTERHEAD]
SECRETARY OF STATE
IT IS HEREBY CERTIFIED that the attached is a true and correct copy of
the following described document on file in this office:
HOSPITALITY COMPANIES, INC. ACQUISITION CORP.
FILE NO. 1472508-00
ARTICLES OF MERGER OCTOBER 27, 2000
IN TESTIMONY WHEREOF, I have hereunto signed my
name officially and caused to be impressed
hereon the Seal of State at my office in Austin,
Texas on October 30, 2000.
[STATE OF TEXAS SEAL]
/s/ XXXXX XXXXX
----------------------------------------
Xxxxx Xxxxx VT
Secretary of State
26
FILED
ARTICLES OF MERGER in the Office of the
OF Secretary of State of Texas
IWM SUBSIDIARY, INC. OCT 27 2000
WITH AND INTO
HOSPITALITY COMPANIES, INC. Corporations Section
Pursuant to the provisions of Article 4.14 of the Texas Business
Corporation Act (the "Act"), the undersigned corporations certify the following
articles of merger adopted for the purpose of effecting a merger in accordance
with the applicable provisions of the Act
1. The name of the corporation subject to the Plan of Reorganization (as
hereinafter defined) is Hospitality Companies, Inc. ("Hospitality").
2. The text of the Plan of Reorganization that contains language
authorizing the merger referenced herein can be found in Sections 8.01 through
8.03 of the Plan of Reorganization, as modified.
3. The Plan of Reorganization, as modified, was confirmed by the Court
(as hereinafter defined) on September 27, 2000.
4. The Plan of Reorganization of Hospitality (the "Plan of
Reorganization") was originally filed on August 21, 2000 as a Joint Plan of
Reorganization pursuant to Chapter 11 of the United States Bankruptcy Code
styled as In Re: Hospitality Companies, Inc. Case No. 04-30768-BJH-11 in the
United States Bankruptcy Court for the Northern District of Texas, Dallas
Division (the "Court") and was subsequently amended on August 22, 2000 and
modified on September 15, 2000.
5. The Court had jurisdiction of the case under federal statute.
6. The name of each of the undersized corporations that is a party to
the Agreement and Plan of Merger (the "Plan of Merger") and the state under the
laws of which if is organized are as follows:
Name of Corporation State
------------------- -----
InterGlobal Waste Management; Inc. California
IWM Subsidiary, Inc. California
Hospitality Companies, Inc. Texas
7. A Plan of Merger has been adopted and approved in accordance with the
provisions of Article 4.14 of the Texas Business Corporation Act providing for
the combination of IWM Subsidiary, Inc. with and into Hospitality Companies,
Inc. and resulting in Hospitality Companies, Inc. being the Surviving
Corporation in the merger.
27
8. The Articles of Incorporation and Bylaws of Hospitality Companies,
Inc. will be the Articles of Incorporation and Bylaws of the Surviving
Corporation until thereafter changed or amended as provided therein or by
applicable law. Except as set forth below, no amendments or changes in the
Articles of Incorporation or Bylaws of the Surviving Corporation shall be
effected by the merger:
The Articles of Incorporation of the Surviving Corporation shall
be amended by changing the Article I so that, as amended, said
Article shall be and read as follows: "The name of the
Corporation is Hospitality Companies, Inc. Acquisition Corp."
9. An executed Plan of Reorganization and the Plan of Merger are on file
at the principal place of business of Hospitality Companies, Inc. at 000 Xxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 and a copy of the Plan of Reorganization and
the Plan of Merger will be furnished by Hospitality Companies, Inc. on written
request and without cost, to any shareholder of each domestic or foreign
corporation that is a party to the Plan of Reorganization and the Plan of Merger
and to any creditor or obligee of the parties to the merger at the time of the
merger if such obligation is then outstanding.
10. Approval by the shareholders of Hospitality Companies, Inc. was not
required pursuant to Article 4.14 of the Act.
11. As to the undersigned foreign corporation, the approval of whose
shareholders is required, the number of shares, not entitled to vote only as a
class, voted for and against the Plan of Merger, respectively, and, if the
shares of any class or series are entitled to vote as a class, the number of
shares of each such class or series voted for and against the Plan of Merger
respectively, are as follows:
Number of Shares Entitled to
Vote as a Class or Series
Total Total --------------------------------
Voted Voted Class or Voted Voted
Name of Corporation For Against Series For Against
------------------------------------------------------------------------------
IWM Subsidiary, Inc. 000 -0- X/X X/X X/X
12. As to the undersigned foreign corporation that is a party to the
Plan of Merger, the approval of the Plan of Merger and performance of its terms
were duly authorized by all action required by the laws under which it was
incorporated and by its constituent documents.
13. These Articles of Merger and the merger under the Plan of
Reorganization and the Plan of Merger shall be effective on the date of filing
with the Secretary of State of Texas.
28
Dated: October 23, 2000 HOSPITALITY COMPANIES, INC.
By: /s/ XXXXXXX X. XXXXXX
-----------------------------------
Xxxxxxx X. Xxxxxx. President
Dated: October 23, 2000 IWM SUBSIDIARY, INC.
By: /s/ XXXXXX X. XXXXXXXX
-----------------------------------
Xxxxxx X. Xxxxxxxx, Chairman
Dated: October 23, 2000 INTERGLOBAL WASTE MANAGEMENT, INC.
By: /s/ XXXXXX X. XXXXXXXX
-----------------------------------
Xxxxxx X. Xxxxxxxx, Chairman
