EXHIBIT 2.2
AGREEMENT AND PLAN OF MERGER
OF
SECURITY CAPITAL PACIFIC INCORPORATED
(a Delaware corporation)
AND
SCG REALTY SERVICES INCORPORATED
(a Texas corporation)
WITH AND INTO
SECURITY CAPITAL PACIFIC MANAGEMENT INCORPORATED
(a Delaware corporation)
DATED AS OF SEPTEMBER 9, 1997
THIS AGREEMENT AND PLAN OF MERGER is made by and between Security Capital
Pacific Incorporated, a Delaware corporation ("SCPI"), SCG Realty Services
Incorporated, a Texas corporation ("SCGRSI", and together with SCPI, the
"Merging Corporations"), and Security Capital Pacific Management Incorporated, a
Delaware corporation (the "Surviving Corporation").
WHEREAS, each of the Merging Corporations and the Surviving Corporation
desires that the Merging Corporations be merged pursuant to Sections 251 and 252
of the Delaware General Corporation Law ("DGCL") and Article 5.03 of the Texas
Business Corporation Act (the "TBCA") with and into the Surviving Corporation,
which shall be the surviving corporation and which shall continue its existence
under the name "SCG Realty Services Incorporated" (the "Mergers"); and
WHEREAS, the shareholders of each of the Merging Corporations and the
Surviving Corporation have approved the entering into and the execution of this
Agreement and Plan of Merger.
NOW THEREFORE:
1. Effective Time. As used in this Agreement and Plan of Merger, the
term "Effective Time" shall mean (a) with respect to the Merger of SCPI with and
into the Surviving Corporation, the date and time of the filing with the office
of the Secretary of State of the State of Delaware of the certificate of merger
with respect to the Mergers (a form of which is attached hereto as Exhibit A)
and (b) with respect to the Merger of SCGRSI with and into the Surviving
Corporation, the later of (i) the date and time of the filing with the office of
the Secretary of State of the State of Delaware of the certificate of merger
with respect to the Mergers (a form of which is attached hereto as Exhibit A)
and (ii) the date and time of the issuance of the certificate of merger by the
Secretary of State of the State of Texas in response to the filing with the
Office of the Secretary of State of the State of Texas of the articles of merger
with respect to the Mergers (a form of which is attached hereto as Exhibit B).
2. The Mergers. At the Effective Time, each of the Merging Corporations
shall be merged with and into the Surviving Corporation, which shall continue to
be governed by the laws of the State of Delaware and which shall continue its
existence under the name "SCG Realty Services Incorporated," and the separate
legal existence of each of the Merging Corporations shall thereupon cease.
3. Certificate of Incorporation and Bylaws. At the Effective Time,
Article 1 of the certificate of incorporation of the Surviving Corporation, as
in full force and effect immediately prior to the Effective Time and as attached
hereto as Exhibit C (the "Charter"), shall be amended to read in its entirety as
follows and such Charter, as so amended, shall become the Charter of the
Surviving Corporation:
"1. The name of the Corporation is SCG Realty Services Incorporated."
The Bylaws of the Surviving Corporation, as in full force and effect immediately
prior to the Effective Time (the "Bylaws"), shall continue to be the bylaws of
the Surviving Corporation and thereafter may be amended as provided in the
Charter or Bylaws or by law. This Agreement and Plan of Merger shall effect no
other amendments or changes whatsoever to the Charter and the Bylaws.
4. Terms and Conditions of the Mergers. At the Effective Time, the
issued shares of common stock of SCPI shall automatically and without further
action by any of the parties hereto be converted into 3,952,420 common shares of
beneficial interest, par value $1.00 per share ("PTR Common Shares"), of
Security Capital Pacific Trust, a Maryland real estate investment trust. At the
Effective Time, the issued shares of common stock of SCGRSI shall automatically
and without further action by any of the parties hereto be converted into
343,113 PTR Common Shares. At the Effective Time, each right, option or warrant
to acquire a share of common stock of either of the Merging Corporations shall
automatically be canceled. At the Effective Time, each issued share of common
stock of the
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Surviving Corporation outstanding immediately prior to the Effective Time shall
automatically and without further action by any of the parties remain an issued
and outstanding share of common stock of the Surviving Corporation.
5. Effect of the Mergers. At the Effective Time, the separate existence
of each of the Merging Corporations shall cease in accordance with the
provisions of the DGCL and the TBCA. From and after the Effective Time, except
as may be limited by applicable law, the Surviving Corporation shall succeed to
all of the leases, licenses, property, rights, privileges and powers of whatever
nature and description and shall be subject to all of the debts, liabilities and
obligations of each of the Merging Corporations without further action by any of
the parties hereto, and will continue to be governed by the laws of the State of
Delaware, including the DGCL.
6. Further Assurances and Authorization. Each of the Merging
Corporations and the Surviving Corporation shall execute and deliver such
further instruments and do or cause to be done such further acts as may be
necessary to effectuate and confirm the Mergers. The Board of Directors and the
officers of each of the Merging Corporations and the Surviving Corporation,
respectively, are hereby authorized, empowered, and directed to do any and all
acts and things, and to make, execute, deliver, file, and/or record any and all
instruments, papers, and documents which shall be or become necessary, proper,
or convenient to carry out or put into effect any of the provisions of this
Agreement and Plan of Merger.
7. Counterparts. This Agreement and Plan of Merger may be executed in
any number of counterparts, and each such counterpart shall be deemed to be an
original but all such counterparts shall together constitute one and the same
Agreement and Plan of Merger.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement and Plan
of Merger as of the date first above written.
SECURITY CAPITAL PACIFIC INCORPORATED
By: /s/ R. XXXX XXXXXXX
------------------------------------
R. Xxxx Xxxxxxx
President
SCG REALTY SERVICES INCORPORATED
By: /s/ XXXXXXX X. XXXXXX
------------------------------------
Xxxxxxx X. Xxxxxx
President
SECURITY CAPITAL PACIFIC
MANAGEMENT INCORPORATED
By: /s/ R. XXXX XXXXXXX
------------------------------------
R. Xxxx Xxxxxxx
President
