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Exhibit 2.1
AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER dated as of this 28th day of February, 1995,
is entered into between GTE SOUTHWEST INCORPORATED, a Delaware corporation
("Southwest"), CONTEL OF THE WEST, INC., an Arizona corporation ("West"), and
CONTEL OF TEXAS, INC., a Texas corporation ("Texas").
I. RECITALS
A. GTE Corporation, a New York corporation ("GTE"), now owns or
will own at all times pertinent hereto, including the Effective Date of the
merger, all of the common stock of Southwest, West and Texas.
B. Southwest, West and Texas desire that West and Texas be
merged into Southwest and that Southwest be the surviving corporation. The
laws of the states of Arizona, Texas and Delaware permit this merger.
C. The outstanding capital stock of Southwest consists of
6,450,000 shares of common stock.
D. The outstanding capital stock of West consists of 6,806
shares of common stock.
E. The outstanding capital stock of Texas consists of 796,412
shares of common stock.
II. MERGER
A. The manner of converting the shares of each of the
constituent corporations into shares of the surviving corporation and such
other provisions as are deemed necessary or desirable to
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accomplish the merger are contained in the Plan of Merger appended hereto as
Exhibit 1.
B. On the Effective Date of the merger, as defined hereafter in
paragraph C., the assets and liabilities of Southwest, West and Texas shall be
carried on the books of the surviving corporation at the amounts at which they
respectively were carried on such date on the books of Southwest, West and
Texas. The capital surplus and earned surplus of the surviving corporation
shall be the sum of the respective capital surpluses and earned surpluses of
Southwest, West and Texas subject in each case to such adjustment,
eliminations or transfers as may be required to give effect to the merger.
Except as from time to time restricted by contract or by statute, the aggregate
amount of the net assets of Southwest, West and Texas which was legally
available for the payment of dividends immediately prior to the merger shall
continue to be legally available for the payment of dividends by the
surviving corporation.
C. This merger shall become effective upon the date of filing of
a Certificate of Merger with the Secretary of State of the State of
Delaware, where the surviving corporation is domiciled, which date is herein
called the "Effective Date."
D. The merger may be abandoned and terminated at any time by
mutual agreement of the Boards of Directors of the merging companies.
E. This Agreement embodies the entire agreement and
understanding of the parties relating to its subject matter and supersedes any
prior agreements and understandings relating thereto.
F. For the convenience of the parties, this Agreement may be
executed in one or more counterparts, each of which shall be deemed
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an original, but all of which together shall constitute one and the same
document.
IN WITNESS WHEREOF, this Agreement of Merger has been signed by the
President or a Vice President and the Secretary or an Assistant Secretary of
each of the corporations and each of the corporations has caused the corporate
seal to be hereunto affixed, all as of the day first above written, pursuant to
the approval and authority duly given by resolutions adopted by their
respective boards of directors.
GTE SOUTHWEST INCORPORATED
ATTEST:
J. Xxxxx Xxx By: Xxxxxxxxx X. Xxxxxxx
------------------------ ---------------------------
J. Xxxxx Xxx Xxxxxxxxx X. Xxxxxxx
Assistant Secretary President
CONTEL OF THE WEST, INC.
ATTEST:
Xxxx X. Xxxxx By: Xxxxxxxxx X. Xxxxxxx
------------------------ ---------------------------
Xxxx X. Xxxxx Xxxxxxxxx X. Xxxxxxx
Assistant Secretary President
CONTEL OF TEXAS, INC.
ATTEST:
Xxxx X. Xxxxx By: Xxxxxxxxx X. Xxxxxxx
------------------------ ---------------------------
Xxxx X. Xxxxx Xxxxxxxxx X. Xxxxxxx
Assistant Secretary President
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EXHIBIT 1
PLAN OF MERGER
OF
CONTEL OF THE WEST, INC.
AND
CONTEL OF TEXAS, INC.
INTO
GTE SOUTHWEST INCORPORATED
I.
The Corporations Proposing to Merge
Contel of the West, Inc. (hereinafter referred to as "West"), an
Arizona corporation, and Contel of Texas, Inc. (hereinafter referred to as
"Texas"), a Texas corporation, will be merged into GTE Southwest Incorporated
(hereinafter referred to as "Southwest"), a Delaware corporation, the latter
being the surviving corporation which is already qualified to transact business
as a foreign corporation in the States of Arkansas, New Mexico, Oklahoma, and
Texas.
The foregoing corporations are hereinafter sometimes referred to
collectively as the "constituent corporations."
II.
Terms and Conditions of the Merger
The terms and conditions of the merger are as follows:
(a) Prior to the effective date, Contel Corporation will
distribute one hundred percent (100%) of the shares of West and Texas to GTE
Corporation pursuant to the plan of liquidation of Contel Corporation adopted
on January 7, 1993.
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(b) On the effective date, West and Texas will be merged into
Southwest, and Southwest will exchange 50,000 shares of its common stock with
GTE Corporation for all of the outstanding shares of common stock of West
(6,806 shares) and Texas (796,412 shares).
(c) No later than the effective date, the following securities of
Texas will be assumed by Southwest:
Description of the Security Outstanding Amount
--------------------------- as of 2-28-95
------------------
GTE Texas (Contel)
------------------
8.750% Series G First Mortgage Bonds Due 04/01/1999 4,000,000
8.500% Series K First Mortgage Bonds Due 01/15/2003 2,160,000
9.700% Series S First Mortgage Bonds Due 07/01/2002 10,908,000
9.740% Series T First Mortgage Bonds Due 05/15/2013 13,200,000
9.360% Series U First Mortgage Bonds Due 09/15/2014 35,000,000
(d) There are no outstanding securities of West to be assumed by
Southwest.
(e) The merger is intended to qualify as tax-free under Section
368(a)(1)(A) of the Internal Revenue Code of 1986 as amended.
III.
Restated Articles of Incorporation and Surviving Corporation
The Restated Articles of Incorporation of the surviving corporation
will not be affected by the merger.
IV.
Bylaws of Surviving Corporation
The Bylaws of the surviving corporation will not be affected by this
merger.
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V.
Additional Description of Surviving Corporation
On the Effective Date, the directors of Southwest shall become the
directors of the surviving corporation.
VI.
Approval of the Plan
This Plan will be submitted for consideration to the Board of
Directors of each of the constituent corporations. If the Plan is duly
approved by resolution of the Board of Directors of each of the constituent
corporations, then the Plan will be submitted for approval by the respective
stockholders in the manner required by the laws of the respective states of
incorporation. In the event the Plan is duly approved by the stockholders, the
Plan, together with other appropriate documentation, will be filed, and the
merger will become effective, in accordance with the laws of the state of
Delaware.
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THE STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )
BE IT REMEMBERED that on this 28th day of February, 1995, personally
came before me, a Notary Public in and for the State of Texas, Xxxxxxxxx X.
Xxxxxxx and J. Xxxxx Xxx, President and Assistant Secretary, respectively, of
GTE SOUTHWEST INCORPORATED, a corporation of the State of Delaware, the
corporation described in and which executed the foregoing Agreement of Merger
and Plan of Merger, known to me to personally be such, and they, and each of
them, duly executed said Agreement of Merger and Plan of Merger before me and
acknowledged the said Agreement of Merger and Plan of Merger to be their act
and deed and the act and deed of the corporation; that the signatures of the
said President and Assistant Secretary of the corporation to the foregoing
Agreement of Merger and Plan of Merger are in the handwriting of the said
President and Assistant Secretary of said corporation, respectively, and that
the seal affixed to said Agreement of Merger and Plan of Merger is the
corporate seal of the corporation, and that the facts stated therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year aforesaid.
Xxxx Xxx Xxxxxxx
------------------------------
Xxxx Xxx Xxxxxxx
Notary Public, Xxxxx xx Xxxxx
0
XXX XXXXX XX XXXXX )
) ss.
COUNTY OF DALLAS )
BE IT REMEMBERED that on this 28th day of February, 1995, personally
came before me, a Notary Public in and for the State of Texas, Xxxxxxxxx X.
Xxxxxxx and Xxxx X. Xxxxx, President and Assistant Secretary, respectively, of
CONTEL OF THE WEST, INC., a corporation of the State of Arizona, the
corporation described in and which executed the foregoing Agreement of Merger
and Plan of Merger, known to me to personally be such, and they, and each of
them, duly executed said Agreement of Merger and Plan of Merger before me and
acknowledged the said Agreement of Merger and Plan of Merger to be their act
and deed and the act and deed of the corporation; that the signatures of the
said President and Assistant Secretary of the corporation to the foregoing
Agreement of Merger and Plan of Merger are in the handwriting of the said
President and Assistant Secretary of said corporation, respectively, and that
the seal affixed to said Agreement of Merger and Plan of Merger is the
corporate seal of the corporation, and that the facts stated therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year aforesaid.
Xxxx Xxx Xxxxxxx
------------------------------
Xxxx Xxx Xxxxxxx
Notary Public, Xxxxx xx Xxxxx
0
XXX XXXXX XX XXXXX )
) ss.
COUNTY OF DALLAS )
BE IT REMEMBERED that on this 28th day of February, 1995, personally
came before me, a Notary Public in and for the State of Texas, Xxxxxxxxx X.
Xxxxxxx and Xxxx X. Xxxxx, President and Assistant Secretary, respectively, of
CONTEL OF TEXAS, INC., a corporation of the State of Texas, the corporation
described in and which executed the foregoing Agreement of Merger and Plan of
Merger, known to me to personally be such, and they, and each of them, duly
executed said Agreement of Merger and Plan of Merger before me and acknowledged
the said Agreement of Merger and Plan of Merger to be their act and deed and
the act and deed of the corporation; that the signatures of the said President
and Assistant Secretary of the corporation to the foregoing Agreement of Merger
and Plan of Merger are in the handwriting of the said President and Assistant
Secretary of said corporation, respectively, and that the seal affixed to said
Agreement of Merger and Plan of Merger is the corporate seal of the
corporation, and that the facts stated therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year aforesaid.
Xxxx Xxx Xxxxxxx
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Xxxx Xxx Xxxxxxx
Notary Public, State of Texas
