EXHIBIT 2.4
AGREEMENT OF MERGER
This Agreement of Merger is made as of January 27, 2000, by and between SPG
Properties, Inc., a Maryland corporation ("SPG"), and SD Property Group, Inc.,
an Ohio corporation ("SD").
Recitals
1. Each of the Boards of Directors of the parties hereto deem it advisable
that SD merge with and into SPG pursuant to Section 3-106 of the Maryland
General Corporation Law and Section 1701.80 of the Ohio General Corporation
Law, on the terms and conditions hereof (the "Merger")
Agreement
In consideration of the premises and mutual covenants set forth herein, the
parties hereto agree as follows:
1. Effective Time. The Merger shall be effective at the time and on the
date set forth in the Certificate of Merger to be filed with the State of Ohio
and in the Articles of Merger to be filed with the Maryland State Department
of Assessments and Taxation (the "Effective Time").
2. Effects of Merger. At the Effective Time, SD shall be merged with and
into SPG, and SD shall be deemed liquidated pursuant to Section 332 of the
Internal Revenue Code of 1986, as amended. SPG shall continue to be governed
by the laws of the State of Maryland. In addition, the Merger shall have such
other effects as are specified by applicable law.
3. Cancellation and Conversion of Shares. At the Effective Time, each of
the issued and outstanding shares of common stock of SD that are owned by SPG,
by virtue of the Merger and without any action on the part of the holder
thereof, shall be extinguished and canceled automatically, without any payment
or other distribution in respect thereof. At the Effective Time, each of the
issued and outstanding shares of common stock of SD that are owned by holders
other than SPG, by virtue of the Merger and without any action on the part of
the holder thereof, automatically shall be converted into and become the right
to receive the "Merger Consideration." The Merger Consideration shall be in
the amount of One Thousand and No/100 Dollars ($1,000.00).
4. Shares Held in Treasury. At the Effective Time, all shares of common
stock of SD held in the treasury of SD, if any, shall be canceled, without any
payment or other distribution in respect thereof.
5. Capital Stock of SD. The authorized capital stock of SD consists of
176,850,000 shares of common stock, of which 1,100,102 shares are issued and
outstanding, and 10,000,000 shares of preferred stock, of which no shares are
issued and outstanding. Of such shares of common stock of SD, 1,100,000 are
owned of record and beneficially by SPG.
6. Principal Office. The principal office of SPG in Maryland is located at
Corporation Trust, Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
7. States of Constituent Corporations. SPG is a Maryland corporation. SD is
an Ohio corporation.
8. Appointment of Agent for Service. SPG agrees that it may be served with
process in the State of Ohio in any proceeding in the state of Ohio to enforce
against SPG any obligations of SD, or to enforce the rights of a dissenting
shareholder of SD, and hereby irrevocably appoints the Secretary of State of
the State of Ohio as its agent to accept service of process in any such suit
or other proceedings. It is requested that the Secretary of
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State of the State of Ohio mail a copy of any such process to the following
address:
SPG Properties, Inc.
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: General Counsel
9. SPG as Foreign Corporation in Ohio. SPG, which was qualified as a foreign
corporation in Ohio on December 1, 1993, desires to continue to transact
business in Ohio as a foreign corporation after the Merger.
10. Termination. Subject to applicable law, this Agreement of Merger may be
amended, modified, supplemented or abandoned by mutual consent of the parties
hereto, at any time prior to the filing of a Certificate of merger with the
State of Ohio and the filing of Articles of Merger with the Maryland State
Department of Assessments and Taxation.
11. Counterparts. This Agreement of Merger may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one agreement.
12. Governing Law. This Agreement of Merger shall be governed in all
respects, including, but not limited to, validity, interpretation, effect and
performance, by the internal laws of the State of Maryland without regard to
the principles of conflicts of law thereof, except to the extent that Ohio law
may apply to SD or the obligations of SD hereunder.
13. Section Headings. The section headings in this Agreement of Merger have
been inserted for convenience of reference only and shall not affect the
meaning of interpretation of this Agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement of
Merger to be executed on its behalf.
SPG PROPERTIES, INC.
/s/ Xxxxxxxx X. Xxxxxxxxx,
By:__________________________________
Xxxxxxxx X. Xxxxxxxxx,
Executive Vice President
SD PROPERTY GROUP, INC.
/s/ Xxxxxxxx X. Xxxxxxxxx,
By:__________________________________
Xxxxxxxx X. Xxxxxxxxx,
Executive Vice President
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