EXHIBIT 2.8A
PLAN AND AGREEMENT OF LIQUIDATION AND MERGER
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This Plan and Agreement of Liquidation and Merger (the "Plan") is made on
March 31, 1997, by AMC Philadelphia, Inc., a Delaware corporation ("AMCP") and
Budco Theatres, Inc., a Pennsylvania corporation ("Budco"). On the Effective
Date (as defined in paragraph 4 below), AMCP shall own all of the shares of the
sole class of stock of Budco. It is intended that the merger contemplated by
the Plan shall constitute a liquidation of Budco in which no taxable gain or
loss is recognized pursuant to Section 332 of the Internal Revenue Code of 1986,
as amended. The terms and conditions of the Plan are as follows:
1. NAMES OF CORPORATIONS. The names of the corporations proposing to
merge are:
AMC Philadelphia, Inc.
and
Budco Theatres, Inc.
2. MERGER. On the Effective Date AMCP and Budco shall merge into a
single corporation by Budco merging into AMCP.
3. NAME OF SURVIVING CORPORATION. The name of AMC Philadelphia, Inc.
which is to be the surviving corporation, shall not be changed as a result of
the merger.
4. EFFECTIVE DATE. The merger shall be effected at the close of business
on April 2, 1997 (the "Effective Date").
5. EFFECT OF MERGER. (a) On the Effective Date, the separate existence
of Budco shall cease, except to the extent that its separate existence may be
continued by law. The existence of AMCP shall continue unaffected and
unimpaired by the merger, and AMCP shall after the Effective Date have all of
the rights, privileges, immunities and powers, and shall be subject to all of
the duties and liabilities, of a corporation organized under the General
Corporation Law of Delaware.
(b) On the Effective Date, AMCP shall have and thereafter possess all
the rights, privileges, immunities, powers and franchises, of a public as well
as of a private nature, of Budco, and all property, real, personal and mixed,
and all debts due on whatever account and all other choses in action, and every
other interest of or belonging to or due to Budco shall be taken and deemed to
be transferred to and vested or remain in AMCP without further act or deed (and
the title to any real estate, or any interest therein, vested in the merging
corporations shall not revert or be in any way impaired by reason of the
merger).
(c) Upon the Effective Date and thereafter, AMCP shall be responsible
and liable for all liabilities and obligations of Budco, and any claim existing
or action or proceeding pending by or against any of such entities may be
prosecuted to judgement as if such merger had not taken place or, in the case of
Budco, AMCP may be substituted in its place. Neither the rights of creditors
nor any liens upon the property of the merging corporations shall be impaired by
the merger.
(d) The respective officers of Budco are hereby authorized to execute
all deeds, assignments and other documents which may be necessary to effect the
full and complete transfer of the properties of such corporations to AMCP. The
officers of AMCP are hereby authorized to execute and deliver any and all
documents which may be required of it in order for it to assume or otherwise
comply with any liability or obligation of Budco. If at any time AMCP shall
determine that any further documents are necessary or desirable to vest in it,
according to the terms hereof, the title to any property, rights, privileges,
immunities, powers or franchises of Budco, then the officers of such entities
shall execute and deliver all such documents and do all things necessary to vest
in and confirm to AMCP title and possession of all such property, rights,
privileges, immunities, powers and franchises, and to otherwise carry out the
purposes of this Plan.
6. CANCELLATION OF SHARES. (a) The manner and basis of cancelling the
shares of stock of the merging corporations shall be as follows:
(i) On the Effective Date, each share of the authorized $1.00 par
value common stock of AMCP, whether or not issued and outstanding, shall
continue to be one share of the $1.00 par value common stock of AMCP.
(ii) On the Effective Date, each of the seven thousand five hundred
(7,500) shares of the $1.00 par value common stock of Budco which are issued and
outstanding (whether or not such shares are in all respects validly issued) and
owned of record by AMCP shall be cancelled.
7. ARTICLES OF INCORPORATION; BYLAWS; DIRECTORS; OFFICERS. The Articles
of Incorporation and Bylaws of AMCP shall not be changed by or as a result of
the merger. The directors and officers of AMCP prior to the merger shall
continue in such officers after the merger.
8. FURTHER ACTION. Each of the merging corporations shall take all
actions and do all things necessary, proper or advisable under the laws of the
States of Delaware and Pennsylvania to consummate and make effective the merger
contemplated herein.
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IN WITNESS WHEREOF, this Plan and Agreement of Liquidation and Merger has
been signed on behalf of AMC Philadelphia, Inc. by ▇▇▇▇▇ ▇. ▇▇▇▇▇, its Executive
Vice President and on behalf of Budco Theatres, Inc. by ▇▇▇▇▇ ▇. ▇▇▇▇▇, its
Executive Vice President, and the corporate seal of each corporation has been
affixed hereto and attested to by the Secretary of each corporation,
respectively, on the date first above written.
AMC PHILADELPHIA, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive Vice President
(SEAL)
ATTEST:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Secretary
BUDCO THEATRES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive Vice President
(SEAL)
ATTEST:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Secretary
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