AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this "Agreement") is made and
entered into and effective the 1st day of January, 2003 by and between
Northbrook Life Insurance Company ("NLIC"), an insurance company organized under
the laws of Arizona (hereinafter sometimes referred to as the "Merging
Corporation"), and Allstate Life Insurance Company ("XXXX"), an insurance
company organized under the laws of Illinois (hereinafter sometimes referred to
as the "Surviving Corporation"). The Merging Corporation and the Surviving
Corporation are sometimes hereinafter severally and collectively referred to as
the "Constituent Corporations."
WITNESSETH:
WHEREAS, NLIC was incorporated under the laws of Illinois on February
1, 1960 and redomesticated to the State of Arizona on December 28, 1998, and has
an authorized capital stock of $2,500,000, consisting of 25,000 shares of common
stock having a par value of $100 per share, all of which are issued and
outstanding;
WHEREAS, XXXX was incorporated under the laws of the State of Illinois
on March 6, 1957, and has an authorized capital stock of $305,402,600,
consisting of 23,800 shares of common stock having a par value of $227 per
share, all of which are issued and outstanding, and 3 million shares of
non-voting preferred stock with a par value of $100 per share of which 1,035,610
shares are outstanding as of September 27, 2002; and
WHEREAS, the respective Boards of Directors of each of the Constituent
Corporations have determined that it is advisable and in the best interest of
both of the Constituent Corporations and their stockholders that NLIC be merged
into XXXX in accordance with the terms and conditions hereinafter set forth,
pursuant to and in accordance with the laws of the States of Arizona and
Illinois, which laws permit such mergers.
NOW, THEREFORE, in order to effect the transactions contemplated by
this Agreement and Plan of Merger and in consideration of the premises and the
mutual covenants and agreements herein contained, it is hereby agreed as
follows:
ARTICLE I
1.1 Merger. In accordance with the applicable provisions of the laws of
the States of Arizona and Illinois, and subject to the terms and conditions of
this Agreement, NLIC shall be merged with and into XXXX (the "Merger") on the
Effective Date. The separate existence of NLIC shall cease and the existence of
XXXX shall continue unaffected and unimpaired by the Merger with all rights,
privileges, immunities and powers, and subject to all the duties and liabilities
of a corporation organized under the insurance laws of the State of Illinois.
ARTICLE II
2.1 Articles of Incorporation. The Articles of Incorporation of XXXX,
as in effect on the Effective Date and attached hereto as Annex A, shall from
and after the Effective Date be and continue to be the Articles of Incorporation
of the Surviving Corporation until changed or amended as provided by law.
2.2 By-Laws. The By-Laws of XXXX, as in effect on the Effective Date
and attached hereto as Annex B, shall from and after the Effective Date be and
continue to be the By-Laws of the Surviving Corporation until altered, amended
or repealed as therein provided.
2.3 Board of Directors. The Board of Directors of XXXX in office on the
Effective Date shall continue in office and shall constitute the directors of
the Surviving Corporation for the term elected, until their respective
successors shall be duly elected or appointed and qualified in accordance with
the Articles of Incorporation and By-Laws of the Surviving Corporation.
2.4 Officers. The officers of XXXX in office on the Effective Date
shall continue in office and shall constitute the officers of the Surviving
Corporation for the term elected, until their successors are duly elected or
appointed and qualified in accordance with the By-Laws of the Surviving
Corporation.
2.5 First Annual Meeting of Shareholders. The first Annual Meeting of
Shareholders of the Surviving Corporation to be held after the Effective Date
shall be the Annual Meeting of Shareholders provided for in the By-Laws.
ARTICLE III
3.1 Shareholder and Insurance Regulatory Approvals. This Agreement
shall be submitted to the shareholder of each Constituent Corporation for
adoption and approval and to the Commissioner of Insurance of the State of
Arizona and the Director of Insurance of the State of Illinois for approval.
3.2 Effective Date. The Merger shall become effective at 12:01 a.m. on
January 1, 2003, provided that all required regulatory approvals have been
received by that date. If all such approvals have not been received by that
date, then the Merger shall occur on the date the last such regulatory approval
is received but shall be effective as of 12:01 a.m. on January 1, 2003 (the
"Effective Date").
ARTICLE IV
4.1 Common Stock. All of the common stock of NLIC issued and
outstanding immediately prior to the Effective Date shall be cancelled on the
Effective Date and all of the common and preferred stock of XXXX issued and
outstanding immediately prior to the Effective Date shall remain unchanged and
shall be the common and preferred stock of the Surviving Corporation after the
Effective Date.
ARTICLE V
5.1 Rights and Privileges of the Surviving Corporation. After the
Effective Date, the separate existence of NLIC shall cease and in accordance
with the terms and conditions of this Agreement, the Surviving Corporation shall
possess all rights, privileges, immunities, powers and franchises as well of a
public as of a private nature, and shall be subject to all the restrictions,
disabilities and duties of each Constituent Corporation; and all property, real,
personal and mixed, including all patents, applications for patents, trademarks,
trademark registrations and applications for registration of trademarks,
together with the good will of the business in connection with which said
patents and marks are used, and all due on whatever account, including
subscriptions to shares of capital stock, and all other choses in action and all
and every other interest of or belonging to or due to each of the Constituent
Corporations shall be deemed to be transferred to and vested in the Surviving
Corporation without further act or deed, and the title to any real estate, or
any interest therein, vested in either of the Constituent Corporations shall not
revert or be in any way impaired by reason of the merger.
5.2 Liabilities and Obligations of the Surviving Corporation. After the
Effective Date, the separate existence of NLIC shall cease and in accordance
with the terms and conditions of this Agreement, the Surviving Corporation shall
be responsible and liable for all the liabilities and obligations of each of the
Constituent Corporations; and any claim existing or action or proceeding pending
by or against either of the Constituent Corporations may be prosecuted to
judgment as if the Merger had not taken place, or the Surviving Corporation may
be substituted in its place. Neither the rights of creditors nor any liens upon
the property of either of the Constituent Corporations shall be impaired by the
Merger, and all debts, liabilities and duties of each of said Constituent
Corporations shall thenceforth attach to the Surviving Corporation, and may be
enforced against it as if said debts, liabilities and duties had been incurred
or contracted by it.
5.3 Execution and Delivery of Necessary Instruments. From time to time,
as and when requested by the Surviving Corporation or by its successors or
assigns, NLIC shall execute and deliver or cause to be delivered all such other
instruments, and shall take or cause to be taken all such further or other
actions, as the Surviving Corporation, or its successors or assigns, may deem
necessary or desirable in order to vest and confirm to the Surviving Corporation
and its successors and assigns, title to and possession of all the property,
rights, privileges, powers and franchises referred to in this Article V and
otherwise to carry out the intent and purpose of this Agreement. From time to
time, as and when necessary, the Surviving Corporation shall execute and deliver
or cause to be executed and delivered all such other instruments, and shall take
or cause to be taken all such further or other actions, as are necessary or
desirable in order to assume or otherwise comply with the outstanding debts,
duties or other obligations of NLIC.
5.4 Assets, Liabilities and Reserves. The assets, liabilities and
reserves of the Constituent Corporations, upon the Effective Date, shall be
taken upon the books of the Surviving Corporation at the amounts at which they,
respectively, shall then be carried on the books of the Constituent
Corporations, subject to such adjustments or eliminations of intercompany items
as may be appropriate in giving effect to the Merger.
5.5 Corporate Acts and Plans. All corporate acts, plans, policies,
resolutions, approvals and authorizations of the shareholders, Board of
Directors, committees elected or appointed by the Board of Directors, officers
and agents of NLIC, which were valid and effective immediately prior to the
Effective Date shall be taken for all purposes as the acts, plans, policies,
resolutions, approvals, and authorizations of the Surviving Corporation and
shall be effective and binding thereon as the same were with respect to NLIC.
ARTICLE VI
6.1 Termination and Abandonment. At any time prior to the filing or
recording of this Agreement or a certificate in lieu thereof with the
appropriate officials of Arizona or Illinois, notwithstanding the approval
hereof by the shareholders of the Constituent Corporations, the Boards of
Directors of the Constituent Corporations may cause the Merger and all
transactions contemplated by this Agreement to be abandoned or delayed if such
Boards determine that such abandonment or delay would be in the best interests
of the Constituent Corporations and their shareholders. In the event of
termination or abandonment of this Agreement and the Merger pursuant to the
foregoing provision of this Article VI, this Agreement shall become void and
have no effect, without any liability on the part of either of the Constituent
Corporations or its shareholders or directors and officers in respect thereof.
ARTICLE VII
7.1 Execution in Counterparts. For the convenience of the parties
hereto and to facilitate the filing and recording of this Agreement, this
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original instrument but all of which taken together shall
constitute one and the same document.
7.2 Amendments, Supplements, etc. At any time before or after approval
and adoption by the respective shareholders of the Constituent Corporations but
prior to the Effective Date, this Agreement may be amended in matters of form or
substance, or supplemented by additional agreements, articles, or certificates,
to the extent permitted by the laws of the States of Arizona and Illinois, as
may be determined in the judgment of the Boards of Directors of the Constituent
Corporations to be necessary, desirable or expedient to clarify the intention of
the parties hereto or effect or facilitate the filing, recording or official
approval of this Agreement and the consummation hereof and the Merger provided
for herein, in accordance with the purpose and intent of this Agreement.
IN WITNESS WHEREOF, this Agreement and Plan of Merger having been
authorized, adopted and approved by resolutions duly adopted by the respective
Boards of Directors of the Constituent Corporations at meetings duly called and
held, and having been approved by the consent of the sole shareholder of each
Constituent Corporation, each of the Constituent Corporations has caused this
Agreement and Plan of Merger to be signed by its President and Secretary under
the corporate seals of the respective Constituent Corporations.
(Corporate Seal) Northbrook Life Insurance Company
(Merging Corporation)
ATTEST:
________________________ By: ___________________________
Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx, XX
Vice President, General Counsel President and Chief Executive Officer
and Secretary
(Corporate Seal) Allstate Life Insurance Company
(Surviving Corporation)
ATTEST:
________________________ By: ___________________________
Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx, XX
Senior Vice President, General Chairman of the Board and President
Counsel and Secretary
ARTICLES OF MERGER OF
NORTHBROOK LIFE INSURANCE COMPANY
INTO
ALLSTATE LIFE INSURANCE COMPANY
Pursuant to ss. 10-1105 of the Arizona general corporation laws, the
undersigned affiliated corporations submit these Articles of Merger to effect
the merger by and between Northbrook Life Insurance Company, an Arizona
insurance company, and Allstate Life Insurance Company, an Illinois insurance
company in accordance with the provisions of ss. ss. 10-1103 and 10-1107 of the
Arizona general corporation laws.
ARTICLE I
The Articles of Incorporation of Allstate Life Insurance Company shall
be the Articles of Incorporation of the surviving corporation without amendment
thereto. Allstate Life Insurance Company shall be the surviving corporation. The
offices of Allstate Life Insurance Company are located at:
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
ARTICLE II
The Agreement and Plan of Merger is attached hereto as Exhibit A. The
Agreement and Plan of Merger has been approved by Allstate Life Insurance
Company and Northbrook Life Insurance Company and was duly authorized by all
action required by the laws under which they were incorporated and by their
respective Articles of Incorporation and Bylaws.
ARTICLE III
The outstanding capital stock of Northbrook Life Insurance Company
consists of 25,000 shares of common stock, $100 par value. All of the issued and
outstanding capital stock of Northbrook Life Insurance Company is held by
Allstate Life Insurance Company. The outstanding capital stock of Allstate Life
Insurance Company consists of 22,700 shares of common stock, $238 par value. All
of the outstanding capital stock of Allstate Life Insurance Company is held by
Allstate Insurance Company. All 25,000 shares of the common stock of Northbrook
Life Insurance Company voted in favor, and no shares voted against, the
Agreement and Plan of Merger. All 22,700 shares of the common stock of Allstate
Life Insurance Company voted in favor, and no shares voted against, the
Agreement and Plan of Merger.
ARTICLE IV
The Agreement and Plan of Merger was approved by the Board of Directors
and the Shareholders of both Northbrook Life Insurance Company and Allstate Life
Insurance Company as prescribed by Arizona's general corporation laws and the
laws of the State of Illinois.
ARTICLE V
The name and address of the statutory agent for Allstate Life Insurance
Company, the surviving corporation is:
Arizona Department of Insurance
0000 X. 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
ARTICLE VI
The effective date of the merger is January 1, 2003.
IN WITNESS WHEREOF, Northbrook Life Insurance Company and Allstate Life
Insurance Company have executed these Articles of Merger as of _______ day of
____________________, 2002.
NORTHBROOK LIFE INSURANCE ALLSTATE LIFE INSURANCE
COMPANY COMPANY
By: _____________________________ By: ________________________________
Its: _____________________________ Its: _______________________________
