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Exhibit 2.1:
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Agreement and Plan of Merger between C. H. Heist Corp. and
Ablest Inc.
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AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER approved on __________, 2000, by C.H.
Heist Corp., a business corporation organized under the laws of the State of New
York, and by its Board of Directors on said date ("Heist"), and approved on
______________, 2000, by Ablest Inc., a business corporation organized under the
laws of the State of Delaware, and by its Board of Directors on said date
("Ablest").
1. Pursuant to the provisions of the New York Business Corporation Law
and the provisions of the Delaware General Corporation Law, Heist shall be
merged with and into Ablest, which shall be the surviving corporation upon the
effective date of the merger and which is sometimes hereinafter referred to as
the "surviving corporation", and which shall continue to exist as said surviving
corporation under its present name pursuant to the provisions of the laws of
Delaware. The separate existence of Heist, which is sometimes referred to as the
"terminating corporation", shall cease upon the effective date of the merger in
accordance with the provisions of the New York Business Corporation Law.
2. The certificate of incorporation of the surviving corporation upon
the effective date of the merger in Delaware shall be the certificate of
incorporation of said surviving corporation; and said certificate of
incorporation shall continue in full force and effect until amended and changed
in the manner prescribed by the provisions of the laws of Delaware.
3. The by-laws of the surviving corporation upon the effective date of
the merger in Delaware will be the by-laws of said surviving corporation and
will continue in full force and effect until changed, altered, or amended as
therein provided and in the manner prescribed by the provisions of the laws of
Delaware.
4. The directors and officers in office of the terminating corporation
upon the effective date of the merger shall be the members of the Board of
Directors and the officers of the surviving corporation, all of whom shall hold
their directorships and offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.
(i) The number of outstanding shares of Ablest is 100 shares
of common stock, $.01 par value, all of which are owned by Heist.
(ii) The number of outstanding shares of the terminating
corporation is 2,881,678 shares of common stock, $.05 par value per
share, all of which are entitled to vote.
(iii) Each issued share of common stock of the terminating
corporation shall, upon the effective date of the merger, be converted
into one share of common stock of the surviving corporation.
(iv) The issued shares of the surviving corporation owned by
Heist shall be canceled as of the effective date of the merger.
5. The Agreement and Plan of Merger herein made and approved shall be
submitted to the shareholders of the terminating corporation for their approval
or rejection in the manner prescribed by the provisions of the New York Business
Corporation Law, and the merger of the terminating corporation with and into the
surviving corporation shall be authorized in the manner prescribed by the
Delaware General Corporation Law.
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6. In the event that the Agreement and Plan of Merger shall have been
approved by the shareholders of the terminating corporation in the manner
prescribed by the provisions of the New York Business Corporation Law, and in
the event that the merger of the terminating corporation with and into the
surviving corporation shall have been duly authorized in compliance with the
laws of Delaware, the terminating corporation and the surviving corporation
hereby stipulate that they will cause to be executed and filed or recorded any
document or documents prescribed by the laws of the State of New York and
Delaware, and that they will cause to be performed all necessary acts therein
and elsewhere to effectuate the merger.
7. The Board of Directors and the proper officers of the terminating
corporation and of the surviving corporation, respectively, are hereby
authorized, empowered and directed to do any and all things, and to make,
execute, deliver, file, 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 or of the
merger herein provided for.
8. The effective date in New York and in Delaware of the merger herein
provided for shall be the date of filing of the Certificate of Merger.
IN WITNESS WHEREOF, each of the constituent corporations are executing
this Agreement and Plan of Merger on __________________, 2000.
C.H. HEIST CORP.
By:
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Name:
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Title:
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ABLEST INC.
By:
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Name:
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Title:
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