EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
OF
SECURITY CAPITAL (ATLANTIC) INCORPORATED
(a Nevada corporation)
AND
SCG REALTY SERVICES ATLANTIC INCORPORATED
(a Delaware corporation)
WITH AND INTO
SECURITY CAPITAL ATLANTIC MANAGEMENT INCORPORATED
(a Delaware corporation)
DATED AS OF SEPTEMBER 9, 1997
THIS AGREEMENT AND PLAN OF MERGER is made by and between Security Capital
(Atlantic) Incorporated, a Nevada corporation ("SCAI"), SCG Realty Services
Atlantic Incorporated, a Delaware corporation ("SCGR", and together with SCAI
the "Merging Corporations"), and Security Capital Atlantic 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 Section 92A.100 of the
Nevada Business Corporation Act (the "Nevada Act") with and into the Surviving
Corporation, which shall be the surviving corporation and which shall continue
its existence under the name "SCG Realty Services Atlantic 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 later to occur of (i) 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 filing with the office of the Secretary of State of the
State of Nevada of the articles of merger with respect to the Mergers (a form of
which is attached hereto as Exhibit B).
2. The Parties to the Mergers. The name, address and place of
organization and governing law of each of the Merging Corporations and the
Surviving Corporation are as follows:
NAME ORGANIZATION ADDRESS
---- ------------ -------
SCG Realty Services Atlantic Six Piedmont Center
Incorporated Delaware Xxxxxxx, Xxxxxxx 00000
Security Capital (Atlantic) Six Piedmont Center
Incorporated Nevada Xxxxxxx, Xxxxxxx 00000
Security Capital Atlantic Six Piedmont Center
Management Incorporated Delaware Xxxxxxx, Xxxxxxx 00000
3. 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 Atlantic Incorporated," and the
separate legal existence of each of the Merging Corporations shall thereupon
cease.
4. 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 SCG Realty Services Atlantic
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.
5. Terms and Conditions of the Mergers. At the Effective Time, the
issued shares of common stock of SCAI shall automatically and without further
action by any of the parties hereto be converted into 2,030,474 common shares of
beneficial interest, par value
2
$.01 per share ("ATLANTIC Common Shares"), of Security Capital Atlantic
Incorporated, a Maryland corporation. At the Effective Time, the issued shares
of common stock of SCGR shall automatically and without further action by any of
the parties hereto be converted into 276,117 ATLANTIC 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.
6. 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 Nevada Act. 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.
7. 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.
8. 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.
3
IN WITNESS WHEREOF, the undersigned have executed this Agreement and Plan
of Merger as of the date first above written.
SECURITY CAPITAL (ATLANTIC) INCORPORATED
By: /s/ XXXXXXXXX X. XXXXX
-------------------------------------------
Xxxxxxxxx X. Xxxxx
Co-Chairman and Chief Operating Officer
SCG REALTY SERVICES ATLANTIC INCORPORATED
By: /s/ XXXXXXX XXXXXX
-------------------------------------------
Xxxxxxx Xxxxxx
President
SECURITY CAPITAL ATLANTIC MANAGEMENT
INCORPORATED
By: /s/ XXXXXXXXX X. XXXXX
-------------------------------------------
Xxxxxxxxx X. Xxxxx
Co-Chairman and Chief Operating Officer
