Exhibit 2.6
AGREEMENT AND PLAN OF MERGER
OF
SECURITY CAPITAL INDUSTRIAL INCORPORATED
(a Delaware corporation)
AND
SCI CLIENT SERVICES INCORPORATED
(a Delaware corporation)
WITH AND INTO
SECURITY CAPITAL INDUSTRIAL MANAGEMENT INCORPORATED
(a Delaware corporation)
DATED AS OF [ ] [ ], 1997
THIS AGREEMENT AND PLAN OF MERGER is made by and between Security Capital
Industrial Incorporated, a Delaware corporation ("SCII"), SCI Client Services
Incorporated, Security Capital Industrial Management Incorporated, a Delaware
corporation ("SCICSI", and together with SCII, the "Merging Corporations"), and
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 Section 251 of the
Delaware General Corporation Law ("DGCL") with and into the Surviving
Corporation, which shall be the surviving corporation and which shall continue
its existence under the name "SCI Client 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 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).
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 "SCI Client 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 (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 SCI Client Services Incorporated."
The Bylaws of the Surviving Corporation 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, each
issued share of common stock of SCII shall automatically and without further
action by any of the parties hereto be converted into ______________ [based on
$74,862,023] common shares of beneficial interest, par value $.01 per share
("SCI Common Shares"), of Security Capital Industrial Trust, a Maryland real
estate investment trust. At the Effective Time, each issued share of common
stock of SCICSI shall automatically and without further action by any of the
parties hereto be converted into ______________ [based on $7,008,603] SCI 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
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. From and after the Effective Time, except as may be
limited by applicable law, the
I-A-2
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.
I-A-3
IN WITNESS WHEREOF, the undersigned have executed this Agreement and Plan
of Merger as of the date first above written.
SECURITY CAPITAL INDUSTRIAL
INCORPORATED
By:______________________________________
Name:____________________________________
Title:___________________________________
SCI CLIENT SERVICES INCORPORATED
By:______________________________________
Name:____________________________________
Title:___________________________________
SECURITY CAPITAL INDUSTRIAL
MANAGEMENT INCORPORATED
By:______________________________________
Name:____________________________________
Title:___________________________________
CERTIFICATE OF SECRETARY
OF
SECURITY CAPITAL INDUSTRIAL INCORPORATED
(a Delaware corporation)
The undersigned, being the Secretary of Security Capital Industrial
Incorporated, a Delaware corporation ("SCII"), does hereby certify that the
Agreement and Plan of Merger among SCII, SCI Client Services Incorporated, a
Delaware corporation, and Security Capital Industrial Management Incorporated, a
Delaware corporation, has been adopted by the holder of all of the outstanding
stock of SCII entitled to vote thereon.
Dated: [ ] [ ], 1997
By:_____________________________________
Name:___________________________________
Title: Secretary
CERTIFICATE OF SECRETARY
OF
SCI CLIENT SERVICES INCORPORATED
(a Delaware corporation)
The undersigned, being the Secretary of SCI Client Services Incorporated, a
Delaware corporation (the "SCICSI"), does hereby certify that the Agreement and
Plan of Merger among SCICSI, Security Capital Industrial Incorporated, a
Delaware corporation, and Security Capital Industrial Management Incorporated, a
Delaware corporation, has been adopted by the holder of all of the outstanding
stock of SCICSI entitled to vote thereon.
Dated: [ ] [ ], 1997
By:_____________________________________
Name:___________________________________
Title: Secretary
CERTIFICATE OF SECRETARY
OF
SECURITY CAPITAL INDUSTRIAL MANAGEMENT INCORPORATED
(a Delaware corporation)
The undersigned, being the Secretary of Security Capital Industrial
Management Incorporated, a Delaware corporation (the "Surviving Corporation"),
does hereby certify that the holder of all of the outstanding stock of the
Surviving Corporation entitled to vote thereon (i) has adopted the Agreement and
Plan of Merger among the Surviving Corporation, Security Capital Industrial
Incorporated, a Delaware corporation, and SCI Client Services Incorporated, a
Delaware corporation and (ii) has approved the amendment to Article 1 of the
certificate of incorporation of the Surviving Corporation.
Dated: [ ] [ ], 1997
By:
-------------------------------
Name:
-----------------------------
Title: Secretary
EXHIBIT A TO AGREEMENT AND PLAN OF MERGER
-----------------------------------------
FORM OF CERTIFICATE OF MERGER
-----------------------------
CERTIFICATE OF MERGER
MERGING
SECURITY CAPITAL INDUSTRIAL INCORPORATED
(a corporation of the State of Delaware)
AND
SCI CLIENT SERVICES INCORPORATED
(a corporation of the State of Delaware)
WITH AND INTO
SECURITY CAPITAL INDUSTRIAL MANAGEMENT INCORPORATED
(a corporation of the State of Delaware)
* * * * * * * *
Pursuant to Section 251
of the General Corporation
Law of the State of Delaware
This Certificate of Merger is being filed by the undersigned in the Office
of the Secretary of State of the State of Delaware (the "Secretary of State") in
accordance with the provisions of Section 251 of the Delaware General
Corporation Law (the "DGCL") in order to merge Security Capital Industrial
Incorporated, a Delaware corporation ("SCII"), and SCI Client Services
Incorporated, a Delaware corporation ("SCICSI", and together with SCII, the
"Merging Corporations"), with and into Security Capital Industrial Management
Incorporated, a Delaware corporation (the "Surviving Corporation"), which shall
be the surviving corporation and which shall continue its existence under the
name "SCI Client Services Incorporated" (the "Mergers").
FIRST: The name and state of incorporation of each of the constituent
corporations to the Mergers are as follows:
NAME STATE OF INCORPORATION
---- ----------------------
Security Capital Industrial Incorporated Delaware
SCI Client Services Incorporated Delaware
Security Capital Industrial Management Incorporated Delaware
SECOND: An agreement and plan of merger (the "Agreement and Plan of
Merger") between the parties to the Mergers has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of Section 251 of the DGCL.
THIRD: The name of the surviving corporation of the Mergers is Security
Capital Industrial Management Incorporated.
FOURTH: Article 1 of the certificate of incorporation of the Surviving
Corporation, as in full force and effect immediately prior to the Mergers (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 SCI Client Services Incorporated."
FIFTH: The executed Agreement and Plan of Merger is on file at an office of
the Surviving Corporation, the address of which office is 00000 Xxxx 00xx Xxxxx,
Xxxxxx, Xxxxxxxx 00000.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of either
of the Merging Corporations or the Surviving Corporation.
SEVENTH: This Certificate of Merger, and the Mergers, shall become
effective upon filing with the Secretary of State of the State of Delaware.
I-A-9
IN WITNESS WHEREOF, the undersigned has executed this Certificate on this
___ day of [ ], 1997.
SECURITY CAPITAL INDUSTRIAL
MANAGEMENT INCORPORATED
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
