AGREEMENT AND PLAN
OF MERGER OF
MINERAL SPECIALTIES, INC. AND
IRVINE FLY ASH, INC.
WITH AND INTO
ISG RESOURCES, INC.
This Agreement and Plan of Merger is dated July _____, 1999, by and
among ISG Resources, Inc., a Utah corporation ("ISG"), Mineral Specialties,
Inc., a Montana corporation ("Mineral"), and Irvine Fly Ash, Inc., an Ohio
corporation ("Irvine") (Mineral and Irvine) may in the alternative be referenced
individually as the "Subsidiary" or collectively as the "Subsidiaries") and is
effective on July 31, 1999 (the "Effective Date").
ISG is a corporation duly organized and existing under the laws of the
state of Utah.
Mineral is a corporation duly organized and existing under the laws of
the state of Montana, having 630 common shares, par value of $10.00 per share,
issued and outstanding.
Irvine is a corporation duly organized and existing under the laws of
the state of Ohio, having 500 common shares, par value $1.00 per share, issued
and outstanding.
WHEREAS, ISG owns each issued and outstanding share of the stock of
each Subsidiary; and
WHEREAS, the Board of Directors of ISG deems it advisable, for the
general welfare and advantage of ISG and each Subsidiary, that each Subsidiary
merge with and into ISG;
NOW THEREFORE, the parties agree, in accordance with the provisions of
the Revised Business Corporation Act of the state of Utah, the Montana Business
Corporation Act and the Ohio General Corporation Law, that each Subsidiary shall
be, and hereby is, merged with and into ISG (the "Merger"), and that the terms
and conditions of the Merger and the mode of carrying the Merger into effect and
the manner of canceling the shares of each of the Subsidiaries, shall be as set
forth.
ARTICLE I.
Corporate Existence of Surviving Corporation
Except as otherwise specifically set forth in this agreement, the
identity, existence, purposes, powers, franchises, rights and immunities of ISG
shall continue unaffected and unimpaired by the Merger, and the corporate
identity, existence, purposes, powers, franchises, rights and immunities of each
Subsidiary shall be merged into ISG and ISG shall become the "Surviving
Corporation." The organization of each Subsidiary, except insofar as it may be
continued by statute, shall cease on the Effective Date.
ARTICLE II.
Articles and Bylaws of Surviving Corporation
The Articles of Incorporation and bylaws of ISG, as they shall exist on
the Effective Date, shall be the Articles of Incorporation and bylaws of the
Surviving Corporation until they shall be amended or repealed.
ARTICLE III.
Directors and Officers of Surviving Corporation
The directors of ISG as of the Effective Date shall be the directors of
the Surviving Corporation until their successors are elected and qualified.
The officers of ISG as of the Effective Date shall be the officers of
the Surviving Corporation until their successors are appointed by the board of
directors of the Surviving Corporation.
ARTICLE IV.
Manner of Converting Shares of the Subsidiary Corporations
into Shares of the Surviving Corporation
ISG waives any right to receive shares of common stock of the Surviving
Corporation in substitution or exchange for shares of common stock of each
Subsidiary owned by ISG. Accordingly, the Surviving Corporation shall not issue
any shares in substitution or exchange for any shares of common stock of each
Subsidiary owned by ISG on the effective date of this agreement and plan. The
shares of each Subsidiary held by ISG shall be cancelled on the Effective Date.
ARTICLE V.
Miscellaneous Provisions
A. In accordance with the provisions of Section 16-10a-1104 of the
Revised Business Corporation Act of the state of Utah and applicable foreign
statutes, ISG shall not submit this agreement and plan to the respective
shareholders of the Constituent Corporations. The President of ISG shall sign,
acknowledge, file and record this agreement and plan, in accordance with the
Revised Business Corporation Act of the state of Utah, the Business Corporation
Act of the state of Montana and the General Corporation Law of the state of
Ohio. This agreement and plan shall take effect and be deemed and taken to be
the agreement and act of Merger of ISG and each Subsidiary and the Merger shall
be and become effective immediately upon the start of business on the Effective
Date, every shareholder having duly waived the mailing requirement of Section
16-10a-1104(5) of the Business Corporation Act of the state of Utah.
B. Anything in this agreement or elsewhere to the contrary
notwithstanding, this agreement may be abandoned at any time prior to its filing
and recording by the resolution under the authority of the board of directors of
ISG.
C. If at any time the Surviving Corporation shall deem or be advised
that any further assignments or assurances in law or things are necessary or
desirable to vest or to perfect or confirm, of record or otherwise, in the
Surviving Corporation the title to any property of the Subsidiaries acquired or
to be acquired by reason of or as a result of the Merger, each Subsidiary and
its proper officers and directors shall and will execute and deliver any and all
such proper deeds, assignments and assurances in law and do all things necessary
or proper so to vest, perfect or confirm title to such property in the Surviving
Corporation and otherwise to carry out the purposes of this agreement.
D. The Surviving Corporation agrees that it may be served with process
in the states of Montana and Ohio in any proceeding for enforcement of any
obligation of a Subsidiary or for enforcement of any obligation of the Surviving
Corporation arising from the Merger, and appoints the respective Secretaries of
State of the states of Montana and Ohio as its agent to accept service of
process in any such suit or other proceeding. The address to which a copy of
such process shall be mailed by said Secretary of State is 000 Xxxx Xxxxx
Xxxxxx, Xxxxx 0000, Xxxx Xxxx Xxxx, Xxxx 00000.
E. The Surviving Corporation shall pay all the expenses of carrying
this agreement into effect and of accomplishing the Merger.
F. For the convenience of the parties and to facilitate the filing or
recording of this agreement, any number of counterparts may be executed, and
each such executed counterpart shall be deemed to be an original instrument.
The boards of directors of ISG and the Subsidiaries have duly caused
this agreement to be signed by their President.
ISG RESOURCES, INC.
By:
---------------------------------
Xxxxx X. Xxxxxxx, Senior Vice President
and Secretary
IRVINE FLY ASH, INC. MINERAL SPECIALTIES, INC.
By: By:
----------------------------------- ----------------------------
Xxxxx X. Xxxxxxx, Senior Vice President Xxxxx X. Xxxxxxx, Senior Vice
and Secretary President and Secretary
