PLAN OF REORGANIZATION
THIS PLAN OF REORGANIZATION is made this ______ day of
_____________, 1997, by and between CENTERPOINT PROPERTIES CORPORATION, a
Maryland corporation (the "Corporation"), and CENTERPOINT PROPERTIES TRUST, a
Maryland real estate investment trust (the "Trust").
W I T N E S S E T H:
WHEREAS, the Corporation is a corporation organized and existing
under the laws of the State of Maryland; and
WHEREAS, the total number of shares of capital stock which the
Corporation has authority to issue is 60,000,000, consisting of:
47,727,273 shares of voting Common Stock, par value $0.001 per share, of which
16,751,556 shares are issued and outstanding as of August 11, 1997;
2,272,727 shares of non-voting Class B Common Stock, par value $0.001 per
share, all of which are issued and outstanding; and 10,000,000 shares of
undesignated Series Preferred Stock, par value $0.001 per share, none of
which is issued and outstanding; and
WHEREAS, the Trust is a real estate investment trust organized and
existing under the laws of the State of Maryland; and
WHEREAS, the total number of shares of beneficial interest which
the Trust has authority to issue is 60,000,000, consisting of: 47,727,273
voting Common Shares, par value $0.001 per share, of which one Common Share
is issued and outstanding and owned by the Corporation; 2,272,727 non-voting
Class B Common Shares, par value $0.001 per share, none of which is issued
and outstanding; and 10,000,000 undesignated Series Preferred Shares, par
value $0.001 per share, none of which is issued and outstanding; and
WHEREAS, the Board of Directors of the Corporation (the
"Directors") and the Board of Trustees of the Trust (the "Trustees") have
been advised by legal counsel that a merger of a Maryland corporation such as
the Corporation into a Maryland real estate investment trust such as the
Trust is specifically permitted by Section 3-102(a)(3) of the Maryland
General Corporation Law ("MGCL") and Section 8-501.1(b) of Title 8 of the
Maryland Corporations and Associations Code ("Title 8"); and have accordingly
determined that such a merger is permitted by law and is consistent with the
provisions of the Articles of Incorporation of the Corporation as amended
(the "Articles") and the Declaration of Trust of the Trust (the
"Declaration"); and
WHEREAS, the Directors and the Trustees have determined that it is
in the best interests of the Corporation to merge with and into the Trust, on
the terms and conditions set forth herein, but subject to the prior
authorization of both the holders of at least two-thirds of the outstanding
Common Stock of the Corporation and of the sole shareholder of the Trust, all
under and pursuant to the Articles, the Declaration, the MGCL and Title 8;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, for the purpose of prescribing the
terms and conditions of the merger, the parties hereto agree as follows:
A-1
SECTION 1
TERMS AND CONDITIONS
1.1 MERGER. At the Effective Date (as defined in Section 2), the
Corporation shall be merged with and into the Trust (the "Merger"), the Trust
shall be the surviving entity (the "Successor"), and the separate existence
of the Corporation shall cease.
1.2 SUCCESSOR. At and from the Effective Date, the Trust shall
succeed to all of the rights, powers and property of the Corporation and
shall be liable for all of the liabilities, debts and obligations of the
Corporation, in the manner of and as more fully set forth in Section
8-501.1(n) of Title 8. The Articles of Merger evidencing the Merger shall
also constitute and evidence the sale, conveyance, transfer and assignment of
all property of the Corporation to the Trust and the Trust's assumption of
all of the liabilities, debts and obligations of the Corporation, including
without limitation, all employee benefit plans of the Corporation (and all
liabilities, debts and obligations of the Corporation thereunder) and
obligations to indemnify persons who are or may be entitled to
indemnification under the Articles and the Corporation's By-Laws, to the
extent that such persons are entitled to indemnification thereunder.
1.3 CONVERSION OF SHARES OF THE CORPORATION. At the Effective
Date, by virtue of the Merger and without any action on the part of the
holder thereof:
1.3.1 Each share of the Common Stock of the Corporation
outstanding immediately prior thereto shall be converted into one
fully paid and nonassessable Common Share of the Trust; and each
certificate representing said shares of Common Stock shall continue
to represent the same number of Common Shares of the Trust.
1.3.2 Each share of the Class B Common Stock of the
Corporation outstanding immediately prior thereto shall be
converted into one fully paid and nonassessable Class B Common
Share of the Trust; and each certificate representing said shares
of Class B Common Stock shall continue to represent the same number
of Class B Common Shares of the Trust.
1.4 COMMON SHARE OF THE TRUST. At the Effective Date, by virtue
of the Merger and without any action on the part of the Corporation, being
the sole holder thereof, the one Common Share of the Trust issued and
outstanding immediately prior thereto shall be canceled and returned to the
status of authorized but unissued shares.
SECTION 2
EFFECTIVE DATE
The Merger shall become effective on the day and at the time (the
"Effective Date") following the completion of the last of the following
actions: (i) this Plan of Reorganization shall have been authorized, in
accordance with the requirements of the laws of the State of Maryland, by the
affirmative vote of the holders of at least two-thirds of the aggregate
number of shares of the Common Stock of the Corporation then outstanding and
entitled to vote thereon, and shall have been authorized by the Corporation
as the sole shareholder of the Trust; (ii) the Common Shares of the Trust
issuable to the
A-2
stockholders of the Corporation pursuant to this Agreement and the 8.22%
Convertible Subordinated Debentures due 2004 of the Trust (the "Trust
Debentures") issuable to the holders of the Corporation's 8.22% Convertible
Subordinated Debentures due 2004 (the "Corporation Debentures") shall have
been authorized for listing on the New York Stock Exchange, upon official
notice of issuance; and (iii) Articles of Merger reflecting the Merger shall
have been executed and filed in accordance with Section 3-107 of the MGCL and
Section 8-501.1(g) of Title 8.
SECTION 3
CHARTER DOCUMENTS, TRUSTEES, OFFICERS, STOCK RIGHTS AND DEBENTURES
3.1 DECLARATION AND BY-LAWS. The Declaration and By-Laws of the
Trust in effect on the Effective Date (a copy of each of which is attached
hereto), shall continue to be, respectively, the Declaration and By-Laws of
the Trust until changed, altered or amended as therein provided and in the
manner prescribed by the provisions of Title 8.
3.2 TRUSTEES. The persons who were at the Effective Date the
Trustees of the Trust shall continue to be the Trustees of the Trust, holding
such office until their respective Successors are elected or appointed and
qualified in accordance with the Declaration and By-Laws of the Trust.
3.3 OFFICERS. The officers of the Trust as at the Effective Date
shall continue to be the officers of the Trust, holding such offices in the
Trust until their respective Trusts are Successors or appointed and qualified
in accordance with the Declaration and By-Laws of the Trust.
3.4 RESTRICTED STOCK AWARD PLANS, STOCK OPTION PLAN AND
OUTSTANDING OPTIONS. As at and from the Effective Date, the Corporation's
1995 Director Stock Plan and 1995 Restricted Stock Incentive Plan
(collectively the "Stock Award Plans"), together with the Corporation's 1993
Stock Option Plan (the "Stock Option Plan") shall continue in full force and
effect as plans of the Trust under the same terms and conditions until such
time as such plans may be amended in accordance with the terms thereof;
provided, however, that references in such plans to the Corporation, its
stock and its stockholders shall be deemed to refer, respectively, to the
Trust, its Common Shares and the holders of such Common Shares. As at and
from the Effective Date, all obligations of the Corporation under the Stock
Award Plans shall be assumed by the Trust and all rights of the participants
in the respective Stock Award Plans to receive grants of the Common Stock of
the Corporation on the terms and conditions set forth in the Stock Award
Plans thereupon shall be converted into rights to receive grants of the
Common Shares of the Trust on the same terms and conditions. As at and from
the Effective Date, all obligations of the Corporation under the Stock Option
Plan and option agreements shall be assumed by the Trust and all rights of
the participants in the Stock Option Plan to receive grants of options to
purchase shares of the Common Stock of the Corporation and the right of the
holder of any option (whether or not granted pursuant to the Stock Option
Plan) to exercise said options on the terms and conditions set forth in the
option agreement or the Stock Option Plan, as the case may be, thereupon
shall be converted into rights to receive grants of options and to exercise
said options to purchase the Common Shares of the Trust on the same terms and
conditions.
3.5 DEBENTURES. As at and from the Effective Date, the principal
amount of the Corporation's outstanding 8.22% Convertible Subordinated
Debentures Due 2004 (the "Corporation Debentures") shall be assumed by the
Trust and converted into the same principal amount of 8.22% Convertible
Subordinated Debentures Due 2004 of the Trust (the "Trust Debentures"), and
each
A-3
certificate representing the outstanding principal amount of Corporation
Debentures shall continue to represent the same principal amount of Trust
Debentures.
SECTION 4
MISCELLANEOUS
4.1 FURTHER ASSURANCES. From time to time to the extent possible,
as and when required by the Trust or by its successors and assigns, there
shall be executed and delivered on behalf of the Corporation such deeds and
other instruments, and there shall be taken or caused to be taken by it such
further and other action as shall be appropriate or necessary in order to
vest or perfect, or to conform of record or otherwise, in the Trust the title
to and possession of all the property, interests, assets, rights, privileges,
immunities, powers, franchises, and authority of the Corporation, and
otherwise to carry out the purposes of this Plan of Reorganization, and the
officers and Trustees of the Trust are fully authorized in the name of and on
behalf of the Corporation or otherwise to take any and all such action and to
execute and deliver any and all such deeds and other statements.
4.2 ABANDONMENT. At any time before the Effective Date, this Plan
of Reorganization may be terminated and the Merger may be abandoned by the
unanimous vote of the Directors of the Corporation.
4.3 COUNTERPARTS. This Plan of Reorganization may be executed in
any number of counterparts, each of which shall be deemed to be an original.
4.4 GOVERNING LAW. This Plan of Reorganization shall be governed
by and construed in accordance with the laws of the State of Maryland.
4.5 EFFECT. It is intended that the reorganization contemplated
hereby shall be a reorganization of the type described in Section
368(a)(1)(F) under the Internal Revenue Code of 1986, as amended.
A-4
IN WITNESS WHEREOF, this Plan of Reorganization is hereby executed
on behalf of each of the parties hereto and attested by their respective
officers thereunto duly authorized.
CENTERPOINT PROPERTIES CORPORATION
a Maryland corporation
By: ___________________________________
Xxxx X. Xxxxx, Xx., President
ATTEST:
__________________________________
Xxxx X. Xxxxxx, Secretary
DATED: ___________________, 1997
CENTERPOINT PROPERTIES TRUST
a Maryland real estate investment trust
By: ___________________________________
Xxxx X. Xxxxx, Xx., President
ATTEST:
__________________________________
Xxxx X. Xxxxxx, Secretary
DATED: ___________________, 1997
A-5
