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EXHIBIT (8)(e)
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER ("Agreement"), is entered into on
this the ____ day of _________________, 1991, by and between XXXXXXX XXXXX LIFE
INSURANCE COMPANY, an Arkansas life insurance corporation with its home office
in Arkansas located at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx Xxxx,
Xxxxxxxx 00000 (hereinafter sometimes referred to as "MLLIC" or the "Surviving
Corporation"), and TANDEM INSURANCE GROUP, INC., an Illinois life insurance
corporation with its home office in Illinois located at 00 Xxxxx XxXxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx, (hereinafter sometimes referred to as "Tandem")
(said life insurance corporations being hereinafter sometimes collectively
referred to as the "Constituent Corporations").
RECITALS
1. MLLIC is a corporation duly organized and existing under the
laws of the State of Arkansas, having been originally incorporated on January
27, 1986, and has on the date hereof an authorized capital consisting of
1,000,000 shares of common stock of the par value of $10.00 per share, of
which, on the date hereof, 200,000 shares are issued and outstanding, all of
which shares are owned legally and beneficially by Xxxxxxx Xxxxx Insurance
Group, Inc. ("MLIG").
2. Tandem is a corporation duly organized and existing under the
laws of the State of Illinois, having been originally incorporated on August
11, 1952, and has on the date hereof an authorized capital consisting of
5,000,000 shares of common stock
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of the par value of $1.10 per share, of which, on the date hereof, 1,100,000
shares are issued and outstanding, all of which shares are owned legally and
beneficially by MLIG.
3. The Board of Directors of each of the Constituent Corporations
deems it advisable and in the best interest of said corporations that Tandem be
merged into MLLIC as provided herein and has approved of this Agreement.
In consideration of the premises and the mutual agreements
herein contained, the parties hereto, in accordance with the applicable
provisions of the laws of the State of Arkansas and the State of Illinois, do
hereby agree as follows:
1. Merger. Tandem shall be merged with and into MLLIC. On and
after the effective date of this contemplated merger:
(a) MLLIC shall be the Surviving Corporation and shall
continue to exist as a domestic stock life insurance company under the laws of
the State of Arkansas. As the Surviving Corporation, MLLIC shall possess all
rights, privileges, powers, franchises, and immunities of a public as well as
of a private nature and be subject to all the liabilities and duties of each of
the Constituent Corporations so merged, and all, and singular, of the rights,
privileges, powers, franchises, and immunities of each of the Constituent
Corporations and all property, real, personal, and mixed, and all debts owing
on whatever account and all other things in action of or belonging to each of
the Constituent Corporations shall be transferred to and vested in the
Surviving Corporation without further act or deed. All property, rights,
privileges,
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powers, franchises, and immunities and all and every other interest shall be
thereafter the property of the Surviving Corporation as effectually as they
were of the several and respective Constituent Corporations. In particular,
without limiting the foregoing, each separate account duly established by each
of the Constituent Corporations prior to the effective date of the contemplated
merger shall, on and after the effective date of the contemplated merger, be a
duly established separate account of the Surviving Corporation as though it had
been originally established by the Surviving Corporation. However, all rights
of creditors and all liens upon the property of any of the Constituent
Corporations shall be preserved unimpaired, limited in lien to the property
affected by the lien at the time of the merger. All debts, liabilities, and
duties of the respective Constituent Corporations shall thenceforth attach to
the Surviving Corporation and may be enforced against it to the same extent as
if the debts, liabilities, and duties had been incurred or contracted by it.
(b) Tandem, as a Constituent Corporation, pursuant to the
Illinois Insurance Code and the Arkansas Insurance Code, shall cease to exist,
and its property and obligations shall become the property and obligations of
MLLIC as the Surviving Corporation.
2. Name and State of Domicile of Surviving Corporation. Upon the
effectiveness of the merger, the name of the Surviving Corporation shall remain
Xxxxxxx Xxxxx Life Insurance Company and the state of domicile shall remain the
State of Arkansas.
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3. Article of Incorporation; Bylaws. The Articles of
Incorporation as amended and Bylaws as amended of MLLIC shall continue as the
Articles of Incorporation and Bylaws of the Surviving Corporation.
4. Directors. The members of the Board of Directors of MMLIC
shall be the members of the Board of Directors of the Surviving Corporation
until their successors are duly elected and qualified under the Bylaws of the
Surviving Corporation.
5. Shares of Survivor. Each share of the common stock of MLLIC
outstanding on the effective date of the merger shall thereupon, without
further action, be one share of the common stock of the Surviving Corporation,
without the issuance or exchange of new shares or share certificates, and no
additional shares of the Surviving Corporation shall be issued.
6. Cancellation of Tandem Shares. All authorized and outstanding
shares of the common stock of Tandem, such shares being owned in their entirety
by MLIG, and all rights in respect thereof, shall be cancelled forthwith on the
effective date of the merger, and the certificates representing such shares
shall be surrendered and cancelled, and no shares of the Surviving Corporation
shall be issued in lieu thereof.
7. Approvals. This Agreement shall be submitted for adoption or
approval to (1) the shareholder of MLLIC, (2) the shareholder of Tandem, (3)
the Insurance Commissioner for the State of Arkansas, (4) the Director of
Insurance for the State of Illinois, and (5) the insurance regulatory
authorities of other
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states, if any, which may require such submission. If and when all such
required adoptions and approvals are obtained, the officers of each of the
Constituent Corporations shall, and are hereby authorized and directed to,
perform all such further acts, and execute and deliver to the proper
authorities for filing all documents, as may be necessary or proper to render
effective the merger contemplated by this Agreement.
8. Abandonment of Agreement. Notwithstanding any of the
provisions of this Agreement, the Board of Directors of MLLIC, at any time
before or after approval by shareholders of either or both corporations, and
prior to the effective date of the merger herein contemplated, and for any
reason they may deem sufficient and proper, shall have the power and authority
to abandon and refrain from making effective the contemplated merger as set
forth herein; in which case this Agreement shall thereby be cancelled and
become null and void.
9. Effective Date and Time. The effective date and time for the
merger contemplated herein shall be at the close of the business day on the
date on which all filings required in the States of Arkansas and Illinois to
effect the proposed merger have been completed.
IN WITNESS WHEREOF, the Board of Directors of each of the Constituent
Corporations, pursuant to a resolution unanimously adopted by written consent
has caused this Agreement to be executed as of the day and year first above
written.
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DIRECTORS OF XXXXXXX XXXXX LIFE DIRECTORS OF TANDEM INSURANCE
INSURANCE COMPANY, Surviving GROUP, INC.
Corporation:
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Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxx Xxxxxxxx X. XxXxxxxxxx
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Xxxx C. R. Hele Xxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx
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Xxxx X. Xxxxx
ATTEST: ATTEST:
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Secretary Secretary
( S E A L ) ( S E A L )
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CERTIFICATE OF SECRETARY
(Xxxxxxx Xxxxx Life Insurance Company)
I, Xxxxx X. Xxxxxxxx, do hereby certify that I am the duly
elected, qualified and acting Secretary of Xxxxxxx Xxxxx Life Insurance Company
(the "Corporation"), an Arkansas corporation, and am the lawful keeper of its
corporate records, and do further certify that a Plan and Agreement of Merger
dated ________________, 1991, between the Corporation and Tandem Insurance
Group, Inc., an Illinois corporation, was approved by the sole shareholder of
the Corporation at a special meeting held upon proper notice or waiver thereof
on ___________________, 1991, by the unanimous vote of 200,000 shares of common
voting stock, being 100 percent of the Corporation's issued and outstanding
shares of common voting stock, in favor of adoption and approval of the
foregoing Plan and Agreement.
IN WITNESS WHEREOF, I hereunto set my hand and the seal of the
Corporation this ____ day of ____________________, 1991.
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Secretary
( S E A L )
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CERTIFICATE OF SECRETARY
(Tandem Insurance Group, Inc.)
I, Xxxxx X. Xxxxxxxx, do hereby certify that I am the duly
elected, qualified and acting Secretary of Tandem Insurance Group, Inc. (the
"Corporation"), an Illinois corporation, and am the lawful keeper of its
corporate records, and do further certify that a Plan and Agreement of Merger
dated _____________, 1991, between the Corporation and Xxxxxxx Xxxxx Life
Insurance Company, an Arkansas corporation, was approved by the sole
shareholder of the Corporation at a special meeting held upon proper notice or
waiver thereof on ______________, 1991, by the unanimous vote of 1,100,000
shares of common voting stock, being 100 percent of the Corporation's issued
and outstanding shares of common voting stock, in favor of adoption and
approval of the foregoing Plan and Agreement of Merger.
IN WITNESS WHEREOF, I hereunto set my hand and the seal of the
Corporation this ____ day of _______________, 1991.
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Secretary
( S E A L )
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IN WITNESS WHEREOF, the Constituent Corporations have caused
this Agreement to be executed in their corporate names by their respective
officers this _____ day of _______________, 1991.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
By:
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President
ATTEST:
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Secretary
( S E A L )
TANDEM INSURANCE GROUP, INC.
By:
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President
ATTEST:
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Secretary
( S E A L )
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ACKNOWLEDGEMENT
STATE OF NEW JERSEY
COUNTY OF MIDDLESEX
I, the undersigned, a Notary Public, within and for the county and
state aforesaid, do hereby certify that on this ______ day of ____________,
1991, personally appeared before me Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxxx,
who, being by me first duly sworn, declared that they are the President and
Secretary, respectively, of Xxxxxxx Xxxxx Life Insurance Company, that they
signed the foregoing document as President and Secretary of said Company, and
that the statements therein contained are true.
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Notary Public
My Commission Expires:
ACKNOWLEDGMENT
STATE OF NEW JERSEY
COUNTY OF MIDDLESEX
I, the undersigned, a Notary Public, within and for the county and
state aforesaid, do hereby certify that on this ____ day of ____________, 1991,
personally appeared before me Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxxx, who,
being by me first duly sworn, declared that they are the President and
Secretary, respectively, of Tandem Insurance Group, Inc., that they signed the
foregoing document as President and Secretary of said Company, and that the
statements therein contained are true.
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Notary Public
My Commission Expires:
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