EXHIBIT 2.9a
PLAN AND AGREEMENT OF LIQUIDATION AND MERGER
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This Plan and Agreement of Liquidation and Merger (the "Plan") is made on
March 31, 1997, by American Multi-Cinema, a Missouri corporation ("AMC") and AMC
Philadelphia, Inc., a Delaware corporation ("AMCP"). On the Effective Date (as
defined in paragraph 4 below), AMC shall own all of the shares of the sole class
of stock of AMCP. It is intended that the merger contemplated by the Plan shall
constitute a liquidation of AMCP in which no taxable gain or loss is recognized
pursuant to Section 332 of the Internal Revenue Code of 1986, as amended. The
terms and conditions of the Plan are as follows:
1. NAMES OF CORPORATIONS. The names of the corporations proposing to
merge are:
American Multi-Cinema, Inc.
and
AMC Philadelphia, Inc.
2. MERGER. On the Effective Date AMC and AMCP shall merge into a single
corporation by AMCP merging into AMC.
3. NAME OF SURVIVING CORPORATION. The name of American Multi-Cinema,
Inc. which is to be the surviving corporation, shall not be changed as a result
of the merger.
4. EFFECTIVE DATE. The merger shall be effected at the close of business
on April 2, 1997 (the "Effective Date").
5. EFFECT OF MERGER. (a) On the Effective Date, the separate existence
of AMCP shall cease, except to the extent that its separate existence may be
continued by law. The existence of AMC shall continue unaffected and unimpaired
by the merger, and AMC shall after the Effective Date have all of the rights,
privileges, immunities and powers, and shall be subject to all of the duties and
liabilities, of a corporation organized under the General Corporation Law of
Delaware.
(b) On the Effective Date, AMC shall have and thereafter possess all
the rights, privileges, immunities, powers and franchises, of a public as well
as of a private nature, of AMCP, and all property, real, personal and mixed, and
all debts due on whatever account and all other choses in action, and every
other interest of or belonging to or due to AMCP shall be taken and deemed to be
transferred to and vested or remain in AMC without further act or deed (and the
title to any real estate, or any interest therein, vested in the merging
corporations shall not revert or be in any way impaired by reason of the
merger).
(c) Upon the Effective Date and thereafter, AMC shall be responsible
and liable for all liabilities and obligations of AMCP, and any claim existing
or action or proceeding pending by or against any of such entities may be
prosecuted to judgement as if such merger had not taken place or, in the case of
AMCP, AMC may be substituted in its place. Neither the rights of creditors nor
any liens upon the property of the merging corporations shall be impaired by the
merger.
(d) The respective officers of AMCP are hereby authorized to execute
all deeds, assignments and other documents which may be necessary to effect the
full and complete transfer of the properties of such corporations to AMC. The
officers of AMC are hereby authorized to execute and deliver any and all
documents which may be required of it in order for it to assume or otherwise
comply with any liability or obligation of AMCP. If at any time AMC shall
determine that any further documents are necessary or desirable to vest in it,
according to the terms hereof, the title to any property, rights, privileges,
immunities, powers or franchises of AMCP, then the officers of such entities
shall execute and deliver all such documents and do all things necessary to vest
in and confirm to AMC title and possession of all such property, rights,
privileges, immunities, powers and franchises, and to otherwise carry out the
purposes of this Plan.
6. CANCELLATION OF SHARES. (a) The manner and basis of cancelling the
shares of stock of the merging corporations shall be as follows:
(i) On the Effective Date, each share of the authorized $.0625 par
value common stock of AMC, whether or not issued and outstanding, shall continue
to be one share of the $.0625 par value common stock of AMC.
(ii) On the Effective Date, each of the two thousand four hundred
(2,400) shares of the $1.00 par value common stock of AMCP which are issued and
outstanding (whether or not such shares are in all respects validly issued) and
owned of record by AMC shall be cancelled.
7. ARTICLES OF INCORPORATION; BYLAWS; DIRECTORS; OFFICERS. The Articles
of Incorporation and Bylaws of AMC shall not be changed by or as a result of the
merger. The directors and officers of AMC prior to the merger shall continue in
such officers after the merger.
8. FURTHER ACTION. Each of the merging corporations shall take all
actions and do all things necessary, proper or advisable under the laws of the
States of Missouri and Delaware to consummate and make effective the merger
contemplated herein.
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IN WITNESS WHEREOF, this Plan and Agreement of Liquidation and Merger has
been signed on behalf of American Multi-Cinema, Inc. by Xxxxx X. Xxxxx, its
Executive Vice President and on behalf of AMC Philadelphia, Inc. by Xxxxx X.
Xxxxx, its Executive Vice President, and the corporate seal of each corporation
has been affixed hereto and attested to by the Secretary of each corporation,
respectively, on the date first above written.
AMERICAN MULTI-CINEMA, INC.
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Executive Vice President
(SEAL)
ATTEST:
/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx, Secretary
AMC PHILADELPHIA, INC.
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Executive Vice President
(SEAL)
ATTEST:
/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx, Secretary
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