Page 19 of 24
Exhibit 14
===============================================================================
AGREEMENT AND PLAN OF MERGER
by and between
GENAMERICA FINANCIAL, LLC,
and
GENAMERICA FINANCIAL CORPORATION
Dated as of December 22, 2004
===============================================================================
Page 20 of 24
Table of Contents
Page
ARTICLE 1
Merger
SECTION 1.1. Merger..............................................................1
SECTION 1.2. Effective Time of the Merger........................................1
SECTION 1.3. Further Assurances..................................................1
ARTICLE 2
Name; Limited Liability Company Agreement; Manager of the Surviving Entity
SECTION 2.1. Name of Surviving Entity............................................2
SECTION 2.2. Limited Liability Company Agreement.................................2
SECTION 2.3. Manager of LLC......................................................2
ARTICLE 3
Cancellation of Stock
SECTION 3.1. Cancellation of Stock...............................................2
ARTICLE 4
Tax Matters
SECTION 4.1. Tax Matters.........................................................2
ARTICLE 5
Conditions
SECTION 5.1. Conditions..........................................................2
ARTICLE 6
General
SECTION 6.1. Termination and Abandonment.........................................3
SECTION 6.2. Amendment...........................................................3
SECTION 6.3. Headings............................................................3
SECTION 6.4. Counterparts........................................................3
SECTION 6.5. Governing Law.......................................................3
i
Page 21 of 24
This Agreement and Plan of Merger (this "Agreement"), dated as of December
22, 2004, is by and between GenAmerica Financial, LLC, a Delaware limited
liability company (the "LLC"), and GenAmerica Financial Corporation, a Missouri
corporation ("GenAmerica"),
W I T N E S S E T H:
WHEREAS, GenAmerica has authorized capital stock consisting of 25,000
shares of common stock, no par value, and 5,000 shares of preferred stock, no
par value, of which 1,000 shares of common stock are issued and outstanding;
WHEREAS, the LLC and GenAmerica desire that GenAmerica merge with and into
the LLC and that the LLC continue as the surviving entity of such merger, upon
the terms and subject to the conditions herein set forth and in accordance with
the laws of the State of Missouri and the State of Delaware; and
WHEREAS, the sole Member of the LLC and the Board of Directors of
GenAmerica have determined that the Merger described herein is advisable and
fair and in the best interests the parties' respective equity holders;
NOW, THEREFORE, in consideration of the promises and contributions
described herein, and intending to be legally bound hereby, the parties hereby
agree as follows:
ARTICLE 1
Merger
SECTION 1.1. Merger. Subject to the terms and conditions of this Agreement,
GenAmerica shall be merged (the "Merger") with and into the LLC in accordance
with the General Business Corporations Law of the State of Missouri (the "MO
GBCL") and the Delaware Limited Liability Act (the "DE LLCA"), the separate
existence of GenAmerica shall cease and the LLC shall be the surviving entity
(the "Surviving Entity") and continue its existence under the laws of the State
of Delaware. The Surviving Entity shall succeed, insofar as permitted by law, to
all the rights, assets, liabilities and obligations of the LLC.
SECTION 1.2. Effective Time of the Merger. The Merger shall become
effective at such date and time (the "Effective Time of the Merger") as is the
later of the date and time at which an appropriate certificate of merger is
filed by the Secretary of State of the State of Missouri in the office of the
Secretary of State in accordance with the MO GBCL and the date and time at which
an appropriate certificate of merger is filed with the Secretary of State of the
State of Delaware in accordance with the DE LLCA, or at such later time as
GenAmerica and LLC may agree upon and as may be set forth in the respective
certificates of merger.
SECTION 1.3. Further Assurances. From time to time, as and when required by
the LLC or by its successors or assigns, there shall be executed and delivered
on behalf of GenAmerica such deeds and other instruments, and there shall be
taken or caused to be taken by it all such further and other action, as shall be
appropriate, advisable or necessary in order to vest, perfect or confirm, of
record or otherwise, in the Surviving Entity the title to and possession of all
property, interests, assets, rights, privileges, immunities, powers, franchises
and authority
Page 22 of 24
of GenAmerica, and otherwise to carry out the purpose of this Agreement, and the
officers and directors of the Surviving Entity are fully authorized in the name
and on behalf of GenAmerica or otherwise, to take any and all such action and to
execute and deliver any and all such deeds and other instruments.
ARTICLE 2
Name; Limited Liability Company Agreement;
Manager of the Surviving Entity
SECTION 2.1. Name of Surviving Entity. The name of the Surviving Entity
shall be "GenAmerica Financial, LLC."
SECTION 2.2. Limited Liability Company Agreement. The Limited Liability
Company Agreement of the LLC (the "LLC Agreement") in effect immediately prior
to the Effective Time of the Merger shall be the LLC Agreement of the Surviving
Entity after the Effective Time of the Merger and the LLC Agreement shall
continue in full force and effect until amended and changed thereafter as
prescribed by the provisions of the DE LLCA.
SECTION 2.3. Manager of LLC. The Manager (as defined in the LLC Agreement)
of the LLC at the Effective Time of the Merger shall continue to be the Manager
of the Surviving Entity after the Effective Time of the Merger until resignation
or removal in accordance with the terms of the LLC Agreement.
ARTICLE 3
Cancellation of Stock
SECTION 3.1. Cancellation of Stock. At the Effective Time of the Merger,
each share of common stock of GenAmerica issued and outstanding immediately
prior to the Effective Time of the Merger shall be cancelled without any
consideration being issued or paid therefor. The interest of the Member of the
LLC shall not be changed or transferred in any manner as a result of the Merger.
ARTICLE 4
Tax Matters
SECTION 4.1. Tax Matters. The Merger is intended to qualify as a
liquidation within the meaning of Section 332 of the Internal Revenue Code of
1986, as amended (the "Code"). This Agreement is intended to constitute a "Plan
of Liquidation" within the meaning of the regulations promulgated under Section
332 of the Code. No party shall take any action which is inconsistent with such
intent.
ARTICLE 5
Conditions
SECTION 5.1. Conditions. Consummation of the Merger is subject to the
satisfaction at or prior to the Effective Time of the Merger of the following
conditions:
2
Page 23 of 24
(a) this Agreement and the Merger shall have been adopted and approved by
the Board of Directors of GenAmerica in accordance with the laws of
the State of Missouri and the Certificate of Incorporation of
GenAmerica;
(b) this Agreement and the Merger shall have been adopted and approved by
the Metropolitan Life Insurance Company as the holder of all the
outstanding shares of common stock of GenAmerica prior to the
Effective Time of the Merger; and
(c) this Agreement and the Merger shall have been adopted and approved by
the Metropolitan Life Insurance Company as the sole Member of the LLC
in accordance with the laws of the State of Delaware and the LLC
Agreement.
ARTICLE 6
General
SECTION 6.1. Termination and Abandonment. At any time prior to the
consummation of the Merger, this Agreement may be terminated and the Merger
abandoned by the Board of Directors of GenAmerica or the sole Member of the LLC.
SECTION 6.2. Amendment. This Agreement may be amended at any time prior to
the Effective Time of the Merger with the mutual consent of the Board of
Directors of GenAmerica and the Member of the LLC; provided, however, that this
Agreement may not be amended after it has been adopted by the sole shareholder
of GenAmerica in any manner not permitted under applicable law.
SECTION 6.3. Headings. The headings set forth herein are inserted for
convenience of reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this Agreement.
SECTION 6.4. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, and all of which, when
taken together, shall constitute one and the same instrument.
SECTION 6.5. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, except to the
extent the laws of the State of Missouri shall apply to the Merger.
3
Page 24 of 24
In witness whereof, each of the parties hereto has caused this Agreement to
be executed on its behalf and attested by its officers hereunto duly authorized,
all as of the day and year first above written.
GenAmerica Financial, LLC
By: Metropolitan Life Insurance Company,
its Manager
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
Attest:
/s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary
GenAmerica Financial Corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
Attest:
/s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Secretary
Acknowledged & Agreed to,
Metropolitan Life Insurance Company
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
Attest:
/s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary
4
