Agreement and Plan of Merger - Premier Graphics Inc. and The Argus Press Inc.
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (HEREINAFTER THE "AGREEMENT"), dated this
22th day of September, 1997, pursuant to Section 252 of the General Corporation
Law of the State of Delaware and 805 Illinois Compiled Statutes Annotated
5/11.05 et seq. between Premier Graphics, Inc., a Delaware corporation
("Premier" or "Surviving Corporation"),and The Argus Press, Inc., an Illinois
corporation, ("Argus" or "Merged Corporation"), (the "Agreement").
WITNESSETH that:
WHEREAS, all issued and outstanding shares of both of the merging
corporations, Argus and Premier, (hereinafter the "Constituent Corporations"),
are wholly owned by Master Graphics, Inc.; and
WHEREAS, the Constituent Corporations desire to merge into a single
corporation;
NOW, THEREFORE, the corporations, parties to this Agreement, in
consideration of the mutual covenants, agreements and provisions hereinafter
contained, do hereby prescribe the terms and conditions of said merger and mode
of carrying the same into effect as follows:
FIRST: Premier, hereby merges into itself Argus and Argus shall be and
hereby is merged into Premier, which shall be the Surviving Corporation.
SECOND: The Certificate of Incorporation and Bylaws of Premier, as in
effect on the date of merger provided for in this Agreement, shall continue in
full force and effect as the Certificate of Incorporation of the corporation
surviving this merger.
THIRD: The Certificate of Incorporation of Premier, is set forth in its
entirety and attached hereto as Exhibit A, and all the terms and provisions
thereof are hereby incorporated in this Agreement and made a part hereof with
the same force and effect as if herein set forth in full; and,
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from and after the effective date of the merger and until further amended as
provided by law, said Exhibit A, separate and apart from this Agreement and Plan
of Merger shall be, and may be separately certified as, the Certificate of
Incorporation, as amended, of the Surviving Corporation.
FOURTH: The manner of converting the outstanding shares of the capital of
each of the constituent corporations into the shares or other securities of the
Surviving Corporation shall be as follows:
(a) Each share of stock of the Surviving Corporation, which shall be
issued and outstanding on the effective date of this Agreement, shall
remain issued and outstanding.
(b) Each share of common stock of the Merged Corporation which shall
be outstanding on the effective date of this Agreement, and all rights in
respect thereto shall be canceled.
(c) After the effective date of this Agreement, each holder of an
outstanding certificate representing shares of common stock of Argus shall
surrender the same to the Surviving Corporation and said shares shall be
canceled since at the effective time of the merger, all of the issued and
outstanding shares of the constituent corporations will be owned by the
same shareholder. Until so surrendered, the outstanding shares of stock of
the Merged Corporation to be canceled as provided herein, may be treated by
the Surviving Corporation for all corporate purposes as evidencing the
ownership of shares of the Surviving Corporation as though said surrender
and exchange had taken place. After the effective date of this Agreement,
each registered owner of any shares of common stock of the Merged
Corporation shall have said shares canceled.
FIFTH: The terms and conditions of the merger are as follows:
(a) The Bylaws of the Surviving Corporation as they shall exist on the
effective
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date of this Agreement shall be and remain the Bylaws of the Surviving
Corporation until the same shall be altered, amended and repealed as
therein provided.
(b) The directors and officers of the Surviving Corporation shall
continue in office until the next annual meeting of stockholders and until
their successors shall have been elected and qualified.
(c) This merger shall become effective upon filing with the Secretary
of State.
(d) Upon the merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and
other assets of every kind and description of the Merged Corporation shall
be transferred to, vested in and devolve upon the Surviving Corporation
without further act or deed and all property, rights, and every other
interest of the Surviving Corporation and the Merged Corporation shall be
as effectively the property of the Surviving Corporation as they were of
the Surviving Corporation and the Merged Corporation respectively. The
Merged Corporation hereby agrees from time to time, as and when requested
by the Surviving Corporation or by its successors or assigns to secure and
deliver or cause to be executed and delivered all such deeds and
instruments and to take or cause to be taken such further or other action
as the Surviving Corporation title to and possession of any property of the
Merged Corporation acquired or to be acquired by reason of or as a result
of the merger herein provided for and otherwise to carry out the intent and
purposes hereof and the proper officers and directors of the Merged
Corporation and the proper officers and directors of the Surviving
Corporation are fully authorized in the name of the Merged Corporation or
otherwise to take any and all such action.
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SIXTH: Anything herein or elsewhere to the contrary notwithstanding, this
Agreement may be terminated and abandoned by the Board of Directors of any
constituent corporation at any time prior to the date of filing this Agreement
with the Secretary of State. This Agreement may be amended by the Board of
Directors of its constituent corporations at any time prior to the date of
filing this Agreement with the Secretary of State, provided that an amendment
made subsequent to the adoption of the Agreement by the stockholders of any
constituent corporation shall not (1) alter or change the amount of kind of
shares, securities, cash, property and/or rights to be received in exchange for
or on conversion of all or any of the shares of any class or series thereof of
such constituent corporation, (2) alter or change any term of the Certificate of
Incorporation of the Surviving Corporation to be effected by the merger, or (3)
alter or change any of the terms and conditions of the Agreement if such
alteration or change would adversely affect the holders of any class or series
thereof of such constituent corporation.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval
and authority duly given by resolutions adopted by their respective Boards of
Directors have caused these presents to be executed by the President of each
party hereto as the respective act, deed and agreement of said corporation on
this 26th day of September, 1997.
PREMIER GRAPHICS, INC.
By: /s/ John P. Miller
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John P. Miller, President
THE ARGUS PRESS, INC.
By: /s/ John P. Miller
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President
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I, Carl E. Norman, Assistant Secretary of Premier Graphics, Inc., a
corporation organized and existing under the laws of the State of Delaware,
hereby certify, as such Secretary that the Agreement and Plan of Merger to which
this Certificate is attached, after having been first duly signed on behalf of
the said corporation and having been signed on behalf of The Argus Press, Inc.,
a corporation of the State of Illinois, was duly adopted pursuant to Section 228
of Title 8 of the Delaware Code by the unanimous written consent of the
stockholders holding 100 shares of the capital stock of the corporation, same
being of the shares issued and outstanding having voting power, which Agreement
and Plan of Merger was thereby adopted as the act of the stockholders of said
Premier Graphics, Inc., and the duly adopted agreement and act of the said
corporation.
WITNESS my hand on this 22nd day of September, 1997.
/s/ Carl E. Norman
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Assistant Secretary
I,Carl E. Norman, Secretary of The Argus Press, Inc., a corporation
organized and existing under the laws of the State of Illinois, hereby certify,
as such Secretary that the Agreement and Plan of Merger to which this
Certificate is attached, after having been first duly signed on behalf of the
said corporation and having been signed on behalf of Premier Graphics, Inc., a
corporation of the State of Delaware, was duly adopted pursuant to Illinois
corporate law by the unanimous written consent of the stockholders holding 1000
shares of the capital stock of the corporation, same being of the shares issued
and outstanding having voting power, which Agreement and Plan of Merger was
thereby adopted as the act of the stockholders of said The Argus Press, Inc.,
and the duly adopted agreement and act of the said corporation.
WITNESS my hand on this 22nd day of September, 1997.
/s/ Carl E. Norman
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Secretary