Exhibit 2.5
AGREEMENT AND PLAN OF MERGER
OF
SECURITY CAPITAL PACIFIC INCORPORATED
(a Delaware corporation)
AND
SCG REALTY SERVICES INCORPORATED
(a Texas corporation)
WITH AND INTO
SECURITY CAPITAL PACIFIC MANAGEMENT INCORPORATED
(a Delaware corporation)
DATED AS OF [ ] [ ], 1997
THIS AGREEMENT AND PLAN OF MERGER is made by and between Security Capital
Pacific Incorporated, a Delaware corporation ("SCPI"), SCG Realty Services
Incorporated, a Texas corporation ("SCGRSI", and together with SCPI, the
"Merging Corporations"), and Security Capital Pacific Management Incorporated, a
Delaware corporation (the "Surviving Corporation").
WHEREAS, each of the Merging Corporations and the Surviving Corporation
desires that the Merging Corporations be merged pursuant to Sections 251 and 252
of the Delaware General Corporation Law ("DGCL") and Article 5.03 of the Texas
Business Corporation Act (the "TBCA") with and into the Surviving Corporation,
which shall be the surviving corporation and which shall continue its existence
under the name "SCG Realty Services Incorporated" (the "Mergers"); and
WHEREAS, the shareholders of each of the Merging Corporations and the
Surviving Corporation have approved the entering into and the execution of this
Agreement and Plan of Merger.
NOW THEREFORE:
1. Effective Time. As used in this Agreement and Plan of Merger, the term
"Effective Time" shall mean (a) with respect to the Merger of SCPI with and into
the Surviving Corporation, the date and time of the filing with the office of
the Secretary of State of the State of Delaware of the certificate of merger
with respect to the Mergers (a form of which is attached hereto as Exhibit A)
and (b) with respect to the Merger of SCGRSI with and into the Surviving
Corporation, the later of (i) the date and time of the filing with the office of
the Secretary of State of the State of Delaware of the certificate of merger
with respect to the Mergers (a form of which is attached hereto as Exhibit A)
and (ii) the date and time of the issuance of the certificate of merger by the
Secretary of State of the State of Texas in response to the filing with the
Office of the Secretary of State of the State of Texas of the articles of merger
with respect to the Mergers (a form of which is attached hereto as Exhibit B).
2. The Mergers. At the Effective Time, each of the Merging Corporations
shall be merged with and into the Surviving Corporation, which shall continue to
be governed by the laws of the State of Delaware and which shall continue its
existence under the name "SCG Realty Services Incorporated," and the separate
legal existence of each of the Merging Corporations shall thereupon cease.
3. Certificate of Incorporation and Bylaws. At the Effective Time,
Article 1 of the certificate of incorporation of the Surviving Corporation, as
in full force and effect immediately prior to the Effective Time and as attached
hereto as Exhibit C (the "Charter"), shall be amended to read in its entirety as
follows and such Charter, as so amended, shall become the Charter of the
Surviving Corporation:
"1. The name of the Corporation is SCG Realty Services Incorporated."
The Bylaws of the Surviving Corporation, as in full force and effect
immediately prior to the Effective Time (the "Bylaws"), shall continue to be the
bylaws of the Surviving Corporation and thereafter may be amended as provided in
the Charter or Bylaws or by law. This Agreement and Plan of Merger shall effect
no other amendments or changes whatsoever to the Charter and the Bylaws.
4. Terms and Conditions of the Mergers. At the Effective Time, each
issued share of common stock of SCPI shall automatically and without further
action by any of the parties hereto be converted into _____________ [based on
$67,942,561] common shares of beneficial interest, par value $1.00 per share
("PTR Common Shares"), of Security Capital Pacific Trust, a Maryland real estate
investment trust. At the Effective Time, each issued share of common stock of
SCGRSI shall automatically and without further action by any of the parties
hereto be converted into _____________ [based on $7,895,896] PTR Common Shares.
At the Effective Time, each right, option or warrant to acquire a share of
common stock of either of the Merging Corporations shall automatically be
canceled. At the Effective
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Time, each issued share of common stock of the Surviving Corporation outstanding
immediately prior to the Effective Time shall automatically and without further
action by any of the parties remain an issued and outstanding share of common
stock of the Surviving Corporation.
5. Effect of the Mergers. At the Effective Time, the separate existence
of each of the Merging Corporations shall cease in accordance with the
provisions of the DGCL and the TBCA. From and after the Effective Time, except
as may be limited by applicable law, the Surviving Corporation shall succeed to
all of the leases, licenses, property, rights, privileges and powers of whatever
nature and description and shall be subject to all of the debts, liabilities and
obligations of each of the Merging Corporations without further action by any of
the parties hereto, and will continue to be governed by the laws of the State of
Delaware, including the DGCL.
6. Further Assurances and Authorization. Each of the Merging Corporations
and the Surviving Corporation shall execute and deliver such further instruments
and do or cause to be done such further acts as may be necessary to effectuate
and confirm the Mergers. The Board of Directors and the officers of each of the
Merging Corporations and the Surviving Corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and/or record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Agreement and Plan of Merger.
7. Counterparts. This Agreement and Plan of Merger may be executed in any
number of counterparts, and each such counterpart shall be deemed to be an
original but all such counterparts shall together constitute one and the same
Agreement and Plan of Merger.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement and Plan
of Merger as of the date first above written.
SECURITY CAPITAL PACIFIC
INCORPORATED
By:____________________________________
Name:__________________________________
Title:_________________________________
SCG REALTY SERVICES INCORPORATED
By:____________________________________
Name:__________________________________
Title:_________________________________
SECURITY CAPITAL PACIFIC
MANAGEMENT INCORPORATED
By:____________________________________
Name:__________________________________
Title:_________________________________
CERTIFICATE OF SECRETARY
OF
SECURITY CAPITAL PACIFIC INCORPORATED
(a Delaware corporation)
The undersigned, being the Secretary of Security Capital Pacific
Incorporated, a Delaware corporation ("SCPI"), does hereby certify that the
Agreement and Plan of Merger among SCPI, SCG Realty Services Incorporated, a
Texas corporation, and Security Capital Pacific Management Incorporated, a
Delaware corporation, has been adopted by the holder of all of the outstanding
stock of SCPI entitled to vote thereon.
Dated: [ ] [ ], 1997
By:____________________________________
Name:__________________________________
Title: Secretary
CERTIFICATE OF SECRETARY
OF
SCG REALTY SERVICES INCORPORATED
(a Texas corporation)
The undersigned, being the Secretary of SCG Realty Services Incorporated, a
Texas corporation (the "SCGRSI"), does hereby certify that the Agreement and
Plan of Merger among SCGRSI, Security Capital Pacific Incorporated, a Delaware
corporation, and Security Capital Pacific Management Incorporated, a Delaware
corporation, has been adopted by the holder of all of the outstanding stock of
SCGRSI entitled to vote thereon.
Dated: [ ] [ ], 1997
By:____________________________________
Name:__________________________________
Title: Secretary
CERTIFICATE OF SECRETARY
OF
SECURITY CAPITAL PACIFIC MANAGEMENT INCORPORATED
(a Delaware corporation)
The undersigned, being the Secretary of Security Capital Pacific Management
Incorporated, a Delaware corporation (the "Surviving Corporation"), does hereby
certify that the holder of all of the outstanding stock of the Surviving
Corporation entitled to vote thereon (i) has adopted the Agreement and Plan of
Merger among the Surviving Corporation, Security Capital Pacific Incorporated, a
Delaware corporation, and SCG Realty Services Incorporated, a Texas corporation
and (ii) has approved the amendment to Article 1 of the certificate of
incorporation of the Surviving Corporation.
Dated: [ ] [ ], 1997
By:____________________________________
Name:__________________________________
Title: Secretary
EXHIBIT A TO AGREEMENT AND PLAN OF MERGER
-----------------------------------------
FORM OF CERTIFICATE OF MERGER
-----------------------------
CERTIFICATE OF MERGER
MERGING
SECURITY CAPITAL PACIFIC INCORPORATED
(a corporation of the State of Delaware)
AND
SCG REALTY SERVICES INCORPORATED
(a corporation of the State of Texas)
WITH AND INTO
SECURITY CAPITAL PACIFIC MANAGEMENT INCORPORATED
(a corporation of the State of Delaware)
* * * * * * * *
Pursuant to Sections 251 and 252
of the General Corporation
Law of the State of Delaware
This Certificate of Merger is being filed by the undersigned in the Office
of the Secretary of State of the State of Delaware (the "Secretary of State") in
accordance with the provisions of Sections 251 and 252 of the Delaware General
Corporation Law (the "DGCL") in order to merge Security Capital Pacific
Incorporated, a Delaware corporation ("SCPI"), and SCG Realty Services
Incorporated, a Texas corporation ("SCGRSI", and together with SCPI, the
"Merging Corporations"), with and into Security Capital Pacific Management
Incorporated, a Delaware corporation (the "Surviving Corporation"), which shall
be the surviving corporation and which shall continue its existence under the
name "SCG Realty Services Incorporated" (the "Mergers").
FIRST: The name and state of incorporation of each of the constituent
corporations to the Mergers are as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Security Capital Pacific Incorporated Delaware
SCG Realty Services Incorporated Texas
Security Capital Pacific Management
Incorporated Delaware
SECOND: An agreement and plan of merger (the "Agreement and Plan of
Merger") between the parties to the Mergers has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of Sections 251 and 252 of the DGCL.
THIRD: The name of the surviving corporation of the Mergers is Security
Capital Pacific Management Incorporated.
FOURTH: Article 1 of the certificate of incorporation of the Surviving
Corporation, as in full force and effect immediately prior to the Mergers (the
"Charter"), shall be amended to read in its entirety as follows and such
Charter, as so amended, shall become the Charter of the Surviving Corporation:
"1. The name of the Corporation is SCG Realty Services Incorporated."
FIFTH: The executed Agreement and Plan of Merger is on file at an office
of the Surviving Corporation, the address of which office is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of either
of the Merging Corporations or the Surviving Corporation.
SEVENTH: The authorized capital stock of the foreign corporation which is
a party to the Mergers is as follows:
Par Value
Corporation Number of Shares Per Share
----------- ---------------- ---------
SCG Realty Services Inc. 100,000 $1.00
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IN WITNESS WHEREOF, the undersigned has executed this Certificate on this
___ day of [ ], 1997.
SECURITY CAPITAL PACIFIC
MANAGEMENT INCORPORATED
By:_______________________________
Name:_____________________________
Title:____________________________
EXHIBIT B TO AGREEMENT AND PLAN OF MERGER
-----------------------------------------
FORM OF ARTICLES OF MERGER
--------------------------
ARTICLES OF MERGER
MERGING
SCG REALTY SERVICES INCORPORATED
(a Texas corporation)
WITH AND INTO
SECURITY CAPITAL PACIFIC MANAGEMENT INCORPORATED
(a Delaware corporation)
DATED AS OF [ ] [ ], 1997
* * * * * * * *
Pursuant to Article 5.04
of the
Texas Business Corporation Act
These Articles of Merger are being filed by the undersigned in the Office
of the Secretary of State of the State of Texas (the "Secretary of State") in
accordance with the provisions of Article 5.04 of the Texas Business Corporation
Act (the "TBCA") in order to merge SCG Realty Services Incorporated, a Texas
corporation the ("Merging Corporation"), with and into Security Capital Pacific
Management Incorporated, a Delaware corporation (the "Surviving Corporation"),
which shall be the surviving corporation and which shall continue its existence
under the name "SCG Realty Services Incorporated" (the "Merger").
FIRST: The name and state of incorporation of each of the constituent
corporations to the Merger are as follows:
NAME STATE OF INCORPORATION
---- ----------------------
SCG Realty Services Incorporated Texas
Security Capital Pacific Management
Incorporated Delaware
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SECOND: The number of shares outstanding of the Merging Corporation and
the Surviving Corporation are as follows:
Number of Par Value
Corporation Shares Per Share
----------- --------- ---------
SCG Realty Services
Incorporated 1,000 $1.00
Security Capital Pacific Management
Incorporated 1,000 $0.01
THIRD: The number of shares of the Merging Corporation and the Surviving
Corporation voted for and against the Agreement and Plan of Merger,
respectively, are as follows:
Number of Shares Number of Shares
Corporation Voting For Voting Against
----------- ---------------- ----------------
SCG Realty Services
Incorporated 1,000 0
Security Capital Pacific Management
Incorporated 1,000 0
FOURTH: The approval by the Merging Corporation of the agreement and plan
of merger among the parties to the Merger, as attached hereto as Exhibit A (the
"Agreement and Plan of Merger"), was duly authorized by all action required by
the laws of the State of Texas, its state of incorporation, and by its
constituent documents. The approval by Security Capital Pacific Management
Incorporated of the Agreement and Plan of Merger was duly authorized by all
action required by the laws of the State of Delaware, its state of
incorporation, and by its constituent documents.
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IN WITNESS WHEREOF, the undersigned have executed these Articles on this
___ day of [ ], 1997.
SCG REALTY SERVICES INCORPORATED
By:__________________________________
Name:________________________________
Title:_______________________________
SECURITY CAPITAL PACIFIC MANAGEMENT
INCORPORATED
By:__________________________________
Name:________________________________
Title:_______________________________