Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Form S-4 Registration Statement 132 843K
2: EX-1.1 Purchase Agreement 47 172K
3: EX-2.1 Asset Purchase Agreement 75 303K
4: EX-2.2 Plan of Merger 6 27K
5: EX-3.1 Articles of Incorporation 58 178K
6: EX-3.2 By-Laws 17 57K
7: EX-4.1 Indenture 160 551K
8: EX-10.1 Registration Rights Agreement 35 121K
17: EX-10.10 Material Contracts 4 23K
18: EX-10.11 Promissory Note 4 25K
19: EX-10.12 Stock Purchase and Pledge Agreement 12 46K
20: EX-10.13 Promissory Note 5 25K
21: EX-10.14 Option to Purchase 5 29K
22: EX-10.15 Purchase Agreement 17 80K
23: EX-10.16 Promissory Note 5 27K
24: EX-10.17 Pledge Agreement 6 28K
25: EX-10.18 Purchase Agreement 17 78K
26: EX-10.19 Promissory Note 5 26K
9: EX-10.2 Credit Agreement 56 257K
27: EX-10.20 Pledge Agreement 5 28K
28: EX-10.21 Promissory Note 3 16K
29: EX-10.22 Promissory Note 3 19K
30: EX-10.23 Promissory Note 3 19K
31: EX-10.24 Consultant Agreement 5 23K
32: EX-10.25 Service Agreement 17 66K
33: EX-10.26 Consulting Agreement 5 29K
34: EX-10.27 Consulting Agreement 8 29K
35: EX-10.28 Agreement and Release 9 29K
36: EX-10.29 Employment Agreement 4 29K
10: EX-10.3 Purchase Agreement 17 81K
37: EX-10.30 Amendment to Letter Agreement 4 22K
38: EX-10.31 Exchange Agreement 24 86K
39: EX-10.32 Uniform Bulk Motor Carrier Contract 318 870K
40: EX-10.33 Lease Agreement 47 158K
41: EX-10.34 Revolving Credit Agreement 23 98K
42: EX-10.35 Amended and Restated Revolving Credit Agreement 75 256K
43: EX-10.36 Credit Agreement 64 269K
44: EX-10.37 Contribution and Purchase Agreement 358 1.96M
45: EX-10.38 Pooling and Servicing Agreement 539 2.45M
46: EX-10.39 Certificate Purchase Agreement 6 37K
11: EX-10.4 Promissory Note 5 26K
47: EX-10.40 Marketing Services Agreement 11 43K
12: EX-10.5 Pledge Agreement 5 28K
13: EX-10.6 Letter Agreement 5 23K
14: EX-10.7 Purchase Agreement 17 81K
15: EX-10.8 Promissory Note 5 26K
16: EX-10.9 Pledge Agreement 5 28K
48: EX-12.1 Computation of Ratios 1 16K
49: EX-21.1 Chemical Leaman Corporation Subsidiaries 2 14K
50: EX-23.1 Consent of Arthur Andersen LLP 1 14K
51: EX-24.(A) Certified Corporate Resolution 2 16K
52: EX-25.1 Form T-1 8 35K
53: EX-27 Financial Data Schedule 1 16K
54: EX-99.1 Letter of Transmittal 18 83K
55: EX-99.2 Notice of Guaranteed Delivery 3 20K
EX-2.2 — Plan of Merger
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EXHIBIT 2.2
PLAN OF MERGER
Background of Plan
CLC Merger Corp. ("Parent") is a Pennsylvania corporation which owns
approximately ninety-six percent (96%) of the issued and outstanding shares of
Common Stock, par value $2.50 per share ("Subsidiary Common Stock"), of Chemical
Leaman Corporation, a Pennsylvania corporation (the "Subsidiary").
Parent and the Subsidiary are herein sometimes collectively called the
"Constituent Corporations."
Pursuant to Section 1924(a) of the Pennsylvania Business Corporation
Law of 1988, as amended (the "PBCL"), the Boards of Directors of the Parent and
Subsidiary have approved the merger of Parent with and into Subsidiary (the
"Merger"), with the Subsidiary to be the surviving corporation of the Merger,
pursuant to the terms of this Plan.
1. MERGER
Upon the terms and subject to the conditions hereof, the Constituent
Corporations shall, on the "Effective Date" (as hereinafter defined), be merged
into a single corporation in accordance with the applicable provisions of the
PBCL by the Parent merging with and into the Subsidiary. The Subsidiary shall be
the surviving corporation (the "Surviving Corporation"). The separate existence
of the Parent will cease upon the Effective Date. The Merger shall have the
effects set forth in Section 1929 of the PBCL.
2. ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS
2.1. Articles of Incorporation
The Articles of Incorporation of the Subsidiary in effect on the
Effective Date shall continue in full force and effect, unless and until
subsequently amended, as the Articles of Incorporation of the Surviving
Corporation.
2.2. Bylaws
The Bylaws of the Subsidiary in effect on the Effective Date shall
continue in full force and effect, unless and until subsequently amended, as the
Bylaws of the Surviving Corporation.
2.3. Directors and Officers
The directors and officers of the Subsidiary in office on the Effective
Date shall remain the directors and officers of
the Subsidiary and, therefore, of the Surviving Corporation and shall continue
in office until their successors have been duly elected or appointed and
qualified, subject to removal, resignation or such other change as may otherwise
occur, or as otherwise provided by law, and on the Effective Date of the Merger
all officers and directors of Parent shall thereupon cease to hold any office,
other than an office which they may hold as a result of their position as an
officer or director of the Subsidiary.
3. STATUS OF OUTSTANDING CAPITAL STOCK
On the Effective Date, by virtue of the Merger and without any action
on the part of the Subsidiary, the Parent or the Surviving Corporation:
3.1. Each share of Subsidiary Common Stock, par value $2.50 per share (a
"Share"), issued and outstanding immediately prior to the Effective Date of the
Merger (other than Shares to be cancelled pursuant to Section 3.2 hereof and
Shares held by any holder who becomes entitled to payment of the fair value for
his or her Shares under Subchapter D of Chapter 15 of the PBCL) shall be
cancelled and extinguished and be converted into and become solely a right to
receive $6,000 in cash without interest thereon (the "Merger Consideration"),
payable to the holder thereof (individually, a "Subsidiary Shareholder" and
collectively, the "Subsidiary Shareholders") upon surrender of the certificates
(or other indicia of ownership of Shares acceptable to Subsidiary) formerly
representing such Shares as provided in Section 5 hereof.
3.2. Each Share issued and outstanding immediately prior to the Effective
Date of the Merger and held by Parent shall be cancelled and retired, and no
payment shall be made with respect thereto.
3.3. Each share of Common Stock, par value $2.50 per share, of Parent
issued and outstanding immediately prior to the Effective Date shall be
converted into one (1) share of Common Stock of the Surviving Corporation.
3.4. There shall be no change to the issued and outstanding preferred stock
of the Subsidiary and there shall be no change to the terms or conditions of any
outstanding options, warrants or similar rights to purchase any capital stock of
the Subsidiary, and such preferred stock and rights shall continue in accordance
with their terms with respect to the Surviving Corporation.
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4. DISSENTING SHARES
Notwithstanding anything in this Plan to the contrary, Shares
("Dissenting Shares") held by shareholders ("Dissenting Shareholders") who shall
have delivered a written demand for payment for such Shares, and any other
required documents, as, in the manner, and within the time period, provided in
Subchapter D of Chapter 15 of the PBCL and who shall not have lost such right to
appraisal shall not be converted into or represent a right to receive the Merger
Consideration, but the holders thereof shall be entitled solely to such rights
as are granted by Subchapter D of Chapter 15 of the PBCL.
5. PAYMENT FOR SHARES
5.1. Prior to the Effective Date, Subsidiary shall have designated First
Chicago Trust Company of New York to act as paying and exchange agent in the
Merger (the "Paying Agent") pursuant to a written agreement (the "Exchange
Agreement"). At or prior to the Effective Date, Subsidiary will provide the
Paying Agent with the amounts necessary to make the payments referred to in
Section 3.1, which amounts shall be placed by the Paying Agent in a separate
account (the "Fund"). Out of the Fund, the Paying Agent shall make the payments
referred to in Section 3.1. The Fund shall not be used for any other purpose.
The Paying Agent may invest portions of the Fund, as directed by Subsidiary (so
long as such directions do not impair the Paying Agent's ability to make other
payments referred to in Section 3 hereof or otherwise impair the rights of
holders of Shares as described in such Section 3.1). Any net earnings resulting
from, or interest or income produced by, such investments shall be paid to
Subsidiary and/or Surviving Corporation as and when requested by them. The
Surviving Corporation shall replace any monies lost through any investment
pursuant to this Section.
5.2. Prior to the Effective Date, the Subsidiary shall cause the Paying
Agent to mail to each record holder of Shares as of the date immediately
preceding such mailing, (i) a Notice of Adoption of Plan of Merger approved by
Parent, (ii) a letter of transmittal approved for use by Subsidiary Shareholders
and holders of Dissenting Shares (the "Letter of Transmittal") (which shall
specify the procedure for delivery of the certificates representing Shares
("Certificates") or Dissenting Shares ("Dissenting Certificates") and any other
required documents to the Paying Agent), (iii) a copy of Section 1930 and
Subchapter D of Chapter 15 of the PBCL (both relating to dissenter's rights) and
(iv) any other documents, instruments or disclosures deemed necessary to be
transmitted to Subsidiary Shareholders.
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5.3. Promptly after the Effective Date, the Surviving Corporation shall
cause the Paying Agent to mail to each record holder of Shares immediately prior
to the Effective Date, a Notice of Merger, together with any other documents,
instruments or disclosures deemed necessary to be transmitted to shareholders of
Subsidiary.
5.4. Upon surrender to the Paying Agent of a Certificate, together with the
Letter of Transmittal and any other required documents duly executed, the holder
of such Certificate shall be entitled to receive in exchange therefor, on the
Effective Date, cash in an amount equal to the Merger Consideration, and such
Certificate shall forthwith be cancelled. No interest will be paid or accrued on
the cash payable upon the surrender of Shares. Until surrendered in accordance
with the provisions of this Section 5, each Share (other than Shares held by
Parent or Dissenting Shares) shall represent for all purposes only the right to
receive the Merger Consideration, without any interest hereon.
5.5. Subject to full compliance with this Section 5, any cash provided to
the Paying Agent pursuant to this Section 5 and not exchanged for Shares within
180 days after the Effective Date will be returned by the Paying Agent to the
Surviving Corporation which thereafter will act as Paying Agent. Notwithstanding
the foregoing, neither the Paying Agent nor any party hereto shall be liable to
a holder of Shares for any Merger Consideration delivered to a public official
pursuant to applicable abandoned property, escheat and similar laws.
6. NO FURTHER RIGHTS OR TRANSFERS
At and after the Effective Date and without affecting the conversion
referred to in Section 3.3 hereof, each holder of issued and outstanding Shares
of Subsidiary Common Stock immediately prior to the Effective Date shall cease
to have any rights as a shareholder of the Subsidiary, except for the right to
surrender his or her Shares in exchange for the Merger Consideration or to
perfect his or her right to receive payment for Shares pursuant to Subchapter D
of Chapter 15 of the PBCL and Section 4 hereof if such holder has validly
exercised and perfected and not withdrawn his or her right to receive payment
therefor. There shall be no transfers on the stock transfer books of the
Surviving Corporation of the Shares from and after the Effective Date. If, after
the Effective Date and without affecting the conversion referred to in Section
3.3 hereof, Certificates formerly representing Shares are presented to the
Surviving Corporation, they shall be cancelled and exchanged solely for the
Merger Consideration (unless such Certificates are
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being deposited solely in connection with the exercise of dissenters rights as
Dissenting Certificates or represent Shares to be cancelled and retired pursuant
to Section 3.2).
7. ADJUSTMENTS
If, between the date of adoption of this Plan and the Effective Date,
the outstanding Shares shall be changed into a different number of shares or a
different class by reason of any reclassification, recapitalization, split-up,
combination, exchange of shares or readjustment, or a stock dividend thereon
shall be declared with a record date prior to the Effective Date, the amount of
consideration to be received pursuant to this Plan in exchange for each
outstanding Share shall be proportionately and equitably adjusted.
8. EFFECTIVE DATE
The Board of Directors of Parent shall take all action necessary in
order that the Merger provided for herein shall be effective pursuant to the
laws of the Commonwealth of Pennsylvania. The Effective Date shall be the date
upon which Articles of Merger are filed with the Secretary of State of the
Commonwealth of Pennsylvania (the "Effective Date").
9. TERMINATION AND AMENDMENT
Notwithstanding anything to the contrary contained herein, (i) this
Plan of Merger and the Merger provided for herein may be terminated and
abandoned at any time prior to the Effective Date by the Board of Directors of
Parent, and (ii) this Plan of Merger may be amended at any time prior to its
Effective Date by the Board of Directors of Parent. To the full extent permitted
by applicable law, after the Effective Date, the provisions of this Plan of
Merger may be interpreted, amended or waived by the Board of Directors of the
Surviving Corporation.
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