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EXHIBIT 10.4
ARTICLES OF MERGER
(PLAN ATTACHED)
OF
EAST APARTMENT MANAGEMENT, INC.
INTO
GABLES RESIDENTIAL SERVICES, INC.
Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act, the undersigned corporations adopt the following Articles of
Merger.
An Agreement and Plan of Merger has been approved and adopted in
accordance with the provisions of Article 5.03 of the Texas Business Corporation
Act providing for the merger of East Apartment Management, Inc. and Gables
Residential Services, Inc., resulting in Gables Residential Services, Inc. being
the surviving corporation. The Agreement and Plan of Merger is set forth as
Exhibit A hereto.
1. The names of the corporations participating in the merger and
the States under the laws of which they are respectively organized are as
follows:
Name of Corporation State
------------------- -----
Gables Residential Services, Inc. Texas
East Apartment Management, Inc. Georgia
2. The Agreement and Plan of Merger was duly approved by the
stockholders of each corporation as set forth below.
3. As to each of the undersigned corporations, the approval of
whose stockholders is required, the number of shares outstanding, the
designation and number of outstanding shares of each class or series, and the
total number of shares voted for and against the plan, respectively, are as
follows:
Number of Total Total
Shares Voted Voted
Names of Corporations Outstanding For Against
--------------------- ----------- ----- -------
Gables Residential Services, Inc. 100 Class A Common 100 0
(Voting Stock)
9,800 Class B Common N/A N/A
(Non-Voting Stock)
East Apartment Management, Inc. 100 Class A Common 100 0
(Voting Stock)
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9,800 Class B Common N/A N/A
(Non-Voting Stock)
4. As to Gables Residential Services, Inc., the approval of the
plan of merger was duly authorized by all action required by the laws of the
State of Texas and by its constituent documents.
5. As to East Apartment Management, Inc., the approval of the
plan of merger was duly authorized by all action required by the laws of the
State of Georgia and by its constituent documents.
6. Article 4 of the Articles of Incorporation of Gables
Residential Services, Inc. is hereby amended so as to read as follows:
The aggregate number of shares of capital stock which
the Corporation shall have the authority to issue is nineteen
thousand eight hundred (19,800), of which 200 shares shall be
known as Class A Common Stock with a par value of one cent
($.01) per share, and nineteen thousand six hundred (19,600)
shares shall be known as Class B Common Stock with a par value
of one cent ($.01) per share. The preferences, limitations,
and relative rights of the Class A and Class B Common Stock
shall be identical except (unless and to the extent otherwise
made mandatory by law) the holders of Class B Common Stock
shall have no right to vote for the election of directors or
for any other purpose or consent in lieu thereof and shall not
be entitled to receive notice of any meeting of shareholders
and all voting rights shall be vested entirely in the holders
of Class A Common Stock. The Corporation, subject to Articles
2.38 and 4.08 of the Texas Business Corporation Act, as
amended, may purchase directly or indirectly, its own shares
to the extent of the aggregate and unrestricted Capital or
reduction surplus available therefor.
7. The amendment to the Articles of Incorporation of Gables
Residential Services, Inc. is adopted as of the date of the filing of these
Articles of Merger with the Secretary of State of the State of Texas.
8. There are 100 shares of Class A Common stock, par value $.01
per share, outstanding and entitled to vote. The amendment to the Articles of
Incorporation of Gables Residential Services, Inc. was adopted by the unanimous
written consent of stockholders on March 31, 2000 in accordance with Article
9.10 of the Texas Business Corporation Act and any written notice required by
such Article has been given.
9. An executed Agreement and Plan of Merger is on file at the
principal place of business of Gables Residential Services, Inc., the surviving
corporation, at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. A copy of the
Agreement and Plan of Merger will be furnished by Gables Residential Services,
Inc., the surviving corporation, on written request and without cost, to any
stockholder of such corporation.
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Dated March 31, 2000. GABLES RESIDENTIAL SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Dated March 31, 2000. EAST APARTMENT MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
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Exhibit A
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March
31, 2000 by and between East Apartment Management, Inc., a Georgia corporation
(the "Merging Company"), and Gables Residential Services, Inc., a Texas
corporation (the "Surviving Company").
WHEREAS, the Merging Company is a corporation duly organized and
existing under the laws of the State of Georgia and the Surviving Company is a
corporation duly organized and existing under the laws of the State of Texas;
WHEREAS, the Board of Directors of the Merging Company and the Board of
Directors of the Surviving Company have determined that it is advisable and to
the advantage of each of the Merging Company and the Surviving Company to merge
upon the terms and conditions herein provided and in accordance with the
applicable laws of the State of Georgia and the State of Texas;
NOW THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, the Merging Company and the Surviving Company agree as
follows:
1. The Merger. In accordance with the provisions of this
Agreement and the Georgia Business Corporation Code (the "GBCC") and the Texas
Business Corporation Act (the "TBCA"), the Merging Company will be merged with
and into the Surviving Company (the "Merger") at the Effective Time (as
hereinafter defined). Following the Effective Time, the identity and separate
existence of the Merging Company shall cease and all of the rights, titles,
privileges, powers, franchises, properties, and assets of the Merging Company of
any kind or nature shall be vested in the Surviving Company, and all debts,
liabilities, duties and other obligations of the Merging Company shall attach to
the Surviving Company, and, following the Effective Time, the Surviving Company
shall continue its existence as a corporation, and the identity, rights, titles,
privileges, powers, franchises, properties and assets of the Surviving Company
shall continue unaffected and unimpaired by the Merger.
2. Effective Time and Date. On the date hereof, the Merging
Company and the Surviving Company shall cause the Merger to be consummated by
(i) filing Articles of Merger with the Secretary of State of the State of
Georgia in such form as required by, and executed in accordance with, the GBCC,
and (ii) filing Articles of Merger with the Secretary of State of the State of
Texas in such form as required by, and executed in accordance with, the TBCA.
The term "Effective Time" shall mean the time of the filings of Articles of
Merger in accordance with this Section 2.
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3. Organizational Documents. The Articles of Incorporation of the
Surviving Company as amended on the date hereof by the filing of the Articles of
Merger at the Effective Time shall remain in effect until further amended as
provided therein or as provided by law. The By-laws of the Surviving Company
immediately prior to the Effective Time shall remain in effect until further
amended as provided therein or as provided by law.
4. Common Stock. At the Effective Time, each share of Class A
Common Stock, par value $.01 per share, and each share of Class B Common Stock,
par value $.01 per share, of the Merging Company then outstanding shall, by
virtue of the Merger and without any action on the part of any stockholder of
the Merging Company, be converted into the right to receive shares of fully paid
and non-assessable shares of Class A Common Stock or Class B Common Stock of the
Surviving Company, respectively, in accordance with Schedule A attached hereto.
5. Additional Actions. If, at any time on and after the Effective
Time, the Surviving Company or its successors and assigns shall consider or be
advised that any further assignments or assurances in law or any organizational
or other acts are necessary or desirable (a) to vest, perfect or confirm, of
record or otherwise, in the Surviving Company title to and possession of any
property or right of the Merging Company acquired or to be acquired by reason
of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of
this Agreement, the Merging Company and its members, managers and officers shall
be deemed to have granted to the Surviving Company an irrevocable power of
attorney to execute and deliver all such proper deeds, assignments and
assurances in law and to do all acts necessary or proper to vest, perfect or
confirm title to and possession of such property or rights in the Surviving
Company and otherwise to carry out the purposes of this Agreement; and the
directors and officers of the Surviving Company are fully authorized in the name
of the Merging Company or otherwise to take any and all such action.
6. Amendment and Abandonment. Subject to applicable law, at any
time prior to the Effective Time, the officer(s) and director(s) of the
Surviving Company and of the Merging Company may amend or abandon this
Agreement, without the vote of the their respective stockholders.
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IN WITNESS WHEREOF, this Agreement is ▇▇▇▇▇▇ executed as of the date
first above written on behalf of the Merging Company and the Surviving Company.
SURVIVING COMPANY
GABLES RESIDENTIAL SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
MERGING COMPANY
EAST APARTMENT MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
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SCHEDULE A
STOCKHOLDER NUMBER OF SHARES OF NUMBER OF SHARES
MERGING COMPANY OF SURVIVING
CLASS A COMPANY CLASS A
COMMON STOCK COMMON STOCK
Gables Realty Limited Partnership 1 1
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. 33 33
▇. ▇▇▇▇▇▇ ▇▇▇▇▇ 33 33
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 33 33
TOTALS 100 100
STOCKHOLDER NUMBER OF SHARES OF NUMBER OF SHARES
MERGING COMPANY OF SURVIVING
CLASS B COMPANY CLASS B
COMMON STOCK COMMON STOCK
Gables Realty Limited Partnership 9800 9800
TOTALS 9800 9800