"EXHIBIT 10.14"
AGREEMENT AND PLAN OF MERGER
WITNESSETH
Whereas, NEWPORT FUND CORPORATION ("Newport") is a corporation duly
organized and existing under the laws of the State of Oklahoma, having been
incorporated on January 24, 1977, and having an authorized capital stock of
1,000,000 shares of common stock, $1.0 par value (the "NEWPORT Common Stock"),
of which 500,000 shares are issued and outstanding, and all of which shares are
entitled to vote on this Agreement and Plan of Merger (this "Plan"), and
Whereas, NEWPORT CAPITAL L. L. C., ("CAPITAL") is a limited liability
company duly organized and existing under the laws of the State of Oklahoma,
having been organized on December 22, 2000, all of the members of which are
entitled to vote on this Plan and all of which will receive membership interests
as part of the Plan (the "CAPITAL Shares"); and
Whereas, the entire board of directors and all of the shareholders of
Newport (the "Newport Shareholders") and all of the members and managers of
CAPITAL (the "CAPITAL Members") deem it advisable and for the best interests of
both entities that Newport be merged with and into CAPITAL as the surviving
entity, as authorized by the statutes of the State of Oklahoma and under and
pursuant to the terms and conditions thereinafter set forth, and for the Newport
Common Stock issued and outstanding at the Effective Date (as hereinafter
defined) to be converted into CAPITAL Shares pursuant to this Plan; and
Whereas, the Newport Shareholders and the CAPITAL Members have all
unanimously approved and entered into this Plan, which sets forth certain
representations, warranties and covenants in connection with said merger;
Now, therefore, in consideration of the premises and the mutual covenants
and agreements herein contained, and for the purpose of setting forth the terms
and conditions of said merger, the mode of carrying the same into effect, the
manner and basis of converting the shares of each constituent entity into shares
of the surviving entity and such other details and provisions as are deemed
necessary or desirable, the parties hereto hereby agree, subject to the approval
of adoption of this Plan by the requisite vote of the Newport Shareholders and
the CAPITAL Members, and subject to the conditions hereinafter set forth as
follows:
Article I
TERMS AND CONDITIONS OF MERGER
The terms and conditions of the merger are (in addition to those set forth
elsewhere in this Plan) as follows:
(a) At the Effective Date:
(1) The constituent entities shall be a single entity, which shall be
CAPITAL, the entity designated herein as the surviving entity.
(2) The separate existence of Newport shall cease.
(3) CAPITAL shall thereupon and thereafter possess all the rights,
privileges, powers and franchises as well as of a public as of a private nature,
and be subject to all the restrictions, disabilities and duties of each
constituent entity; and all the singular, the powers and franchises of each
constituent entity, and all property, real, personal and mixed, and all debts
due to either constituent entity on whatever account, as well as for stock
subscriptions and all other things in action or belonging to each constituent
entity shall be vested in CAPITAL; and all property, rights, privileges, powers
and franchises, and all and every other interest shall be thereafter as
effectually the property of CAPITAL as they were of the respective constituent
entities, and the title to any real estate vested by deed or otherwise in either
constituent entity shall not revery or be in any way impaired by reason of the
merger; but all rights of creditors and all liens upon any property of either
constituent entity shall be preserved unimpaired, and all debts, liabilities and
duties of the respective constituent entities shall thenceforth attach to
CAPITAL (the surviving entity) and may be enforced against it to the same extent
as if said debts, liabilities and duties had been incurred or contracted by it.
Any action or proceeding whether civil, criminal or administrative, pending by
or against either constituent entity shall be prosecuted as if the merger had
not taken place, or CAPITAL (the surviving entity) may be substituted in such
action or proceeding.
(4) All corporate acts, plans, policies, contracts, approvals and
authorizations of Newport and the Newport Shareholders, board of directors,
committees elected or appointed by the board of directors, officers and agents,
which were valid and effective immediately prior to the Effective Date shall be
taken for all purposes as the acts, plans, policies, contracts, approvals and
authorizations of CAPITAL (as the surviving entity) and shall be as effective
and binding thereon as the same were with respect to Newport.
(5) The assets, liabilities, reserves and accounts of each
constituent entity shall be recorded on the books of CAPITAL at the amounts at
which they, respectively, shall then be carried on the books of such constituent
entity subject to such adjustments or eliminations of inter-company items as may
be appropriate in giving effect to the merger.
(b) The managers of CAPITAL shall be ▇.▇. ▇▇▇▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇.
Article II
MANNER AND BASIS OF CONVERTING SHARES AND RELATING PROVISIONS
The manner and basis of converting the issued and outstanding shares of
each constituent entity into shares of the CAPITAL (the surviving entity) and
the mode of carrying the merger into effect are as follows:
(a) Each share of Newport Common Stock outstanding at the Effective
Date shall be converted into one share of CAPITAL (the surviving entity) without
any action on the part of the holder thereof, and each shareholder of Newport
shall be a member of CAPITAL. After the Effective Date, each holder of an
outstanding certificate or certificates which, prior thereto, represented shares
of Newport Common Stock shall be entitled, upon surrender thereof to receive in
exchange therefor a certificate or certificates representing the number of whole
shares of CAPITAL into or for which his shares have been converted or exchanged.
All CAPITAL Shares into which shares of Newport Common Stock shall have been
converted pursuant to this Article III shall be issued in full satisfaction of
all rights pertaining to such converted shares.
Article III
ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT
The Articles of Organization and Operating Agreement for CAPITAL as
existing and constituted immediately prior to the Effective Date shall, upon the
merger becoming effective, be and constitute the Articles of Organization and
Operating Agreement of the surviving entity until amended in the manner provided
by law.
Article IV
OTHER PROVISIONS WITH RESPECT TO MERGER
(a) This Plan has been submitted to all of the shareholders of each
constituent entity as provided by the applicable laws of the State of Oklahoma.
Upon the approval or adoption thereof by the shareholders of each constituent
entity in accordance with the requirements of the laws of the State of Oklahoma,
all required documents shall be executed, filed and recorded and all required
acts shall be done in order to accomplish the merger under the provisions of the
applicable statutes of the State of Oklahoma.
(b) This plan may be terminated at any time prior to the Effective
Date, whether before or after action thereon by the shareholders of the
constituent entities, by mutual consent of the constituent entities, expressed
by action of their respective shareholders.
Article V
APPROVAL AND EFFECTIVE TIME OF THE MERGER
(a) The merger shall become effective when all the following actions
shall have been taken:
(1) This Plan shall be adopted and approved on behalf of each
constituent entity in accordance with applicable Oklahoma law; and
(2) The Articles of Merger setting forth the information required
by, and executed and verified in accordance with Oklahoma law shall be filed in
the office of the Secretary of Oklahoma, which Articles of Merger shall show
that the "Effective Date" of the subject merger to be December 31, 2000 at 4:00
p.m.
(b) For the convenience of the parties, any number of counterparts
hereof may be executed, and each such counterpart shall be deemed to be an
original instrument,
(c) This Plan and the legal relations between the parties hereto shall
be governed and construed in accordance with the laws of the State of Oklahoma,
(d) This Plan cannot be altered or amended except pursuant to an
instrument in writing signed on behalf of the parties hereto.
In witness whereof, the parties have hereunto set their hands and seals the
22nd day of December, 2000.
NEWPORT CAPITAL L.L.C. MEMBER
Resolved, that the plan and agreement of merger between Newport Fund
Corporation, an Oklahoma corporation, and Newport Capital L.L.C., an
Oklahoma limited liability company, as set forth above, is unanimously
approved in all respects and in the form submitted, the respective
shareholders having waived any formal notice of meeting or requirement of
meeting.
Resolved further, that the managers and members of Newport Capital
Properties, L.L.C., an Oklahoma limited liability company are authorized to
take such actions, and to execute, deliver, and file such documents, as are
necessary in carrying out the said plan and agreement of merger.
Rampart Properties Corporation, a Nevada Corporation, member
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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▇.▇. ▇▇▇▇▇▇▇▇▇, President
NEWPORT FUND CORPORATION SHAREHOLDER
Resolved, that the plan and agreement of merger between Newport Fund
Corporation, an Oklahoma corporation, and Newport Fund L.L.C., an Oklahoma
limited liability company, as set forth above, is unanimously approved in
all respects and in the form submitted, the respective shareholders having
waived any formal notice of meeting or requirement of meeting.
Resolved further, that the directors and officers of the corporation are
authorized to take such actions, and to execute, deliver, and file such
documents, as are necessary in carrying out the plan and agreement of
merger.
Rampart Properties Corporation, a Nevada Corporation, shareholder
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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▇.▇. ▇▇▇▇▇▇▇▇▇, President