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EXHIBIT 2.1
DISTRIBUTION OF STOCK AGREEMENT
This Agreement dated as of this 29th day of July, 1998, is by and
among:
XXXX XXXXXXXXX MARINE, INC., a Texas corporation, domiciled in the
county of Xxxxxx, whose mailing address is 0000 Xxxxxxxx, Xxxxxxx,
Xxxxx, 00000, represented herein by its duly authorized chief
executive officer, Xxxxxx X. Xxxxx.
(hereinafter referred to as "Xxxxxxxxx")
EAE SERVICES, INC., a Texas corporation, domiciled in the county of
Xxxxxx, whose mailing address is 0000 Xxxxxxxx, Xxxxxxx, Xxxxx, 00000,
represented herein by its duly authorized chief executive officer,
Xxxxxx X. Xxxxx.
(hereinafter referred to as "EAE")
FIRST WAVE MARINE, INC., a Delaware corporation, domiciled in the
State of Delaware, whose mailing address is 0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxxx, 00000, represented
herein by its chief executive officer, Xxxxxx X. Xxxxx.
(hereinafter referred to as "First Wave")
NEWPARK MARINE FABRICATORS, INC., a Texas corporation, domiciled in
the County of Galveston, whose mailing address is 0000 Xxxxxxxx,
Xxxxxxx, Xxxxx, 00000, represented herein by its duly authorized chief
executive officer, Xxxxxx X. Xxxxx.
(hereinafter referred to as "NMF")
W I T N E S S E T H:
WHEREAS, Xxxxxxxxx Shipyard and Fabrication, Inc. is a wholly-owned
subsidiary of Xxxxxxxxx, which is a wholly-owned subsidiary of EAE, which is
in turn a wholly-owned subsidiary of First Wave.
WHEREAS, NMF is a wholly-owned subsidiary of First Wave.
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WHEREAS, First Wave and the Boards of Directors of EAE, Xxxxxxxxx and
NMF have resolved that for operating purposes it would be best if Xxxxxxxxx
Shipyard and Fabrication, Inc. were merged into NMF because both corporations
have their primary operations on Pelican Island, Galveston, Texas, and that
there is no advantage or desirability for maintaining these as separate
corporations and that such merger is in the best interests of the consolidated
group.
WHEREAS, in order to facilitate such merger, all of the outstanding
stock of Xxxxxxxxx Shipyard and Fabrication shall be distributed from Xxxxxxxxx
to EAE to First Wave, which shall contribute such shares to NMF so that
Xxxxxxxxx Shipyard and Fabrication shall be a wholly-owned subsidiary of NMF.
NOW, THEREFORE BE IT RESOLVED, that the parties agree as follows:
I.
DISTRIBUTION OF STOCK
Xxxxxxxxx, presently the owner of all of the outstanding shares of
Xxxxxxxxx Shipyard and Fabrication, Inc. in the amount of 100 shares, hereby
distributes, assigns and transfers all of its rights, title and interests to
the shares of Xxxxxxxxx Shipyard and Fabrication, Inc. to EAE, which in turn
distributes, assigns and transfers such shares to First Wave, which in turn
contributes, assigns and transfers all of such shares to NMF.
II.
OWNERSHIP BY NMF
As a result of these transactions, parties hereto agree that all of
the outstanding shares of Xxxxxxxxx Shipyard and Fabrication, Inc. are hereby
owned by NMF.
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III.
AUTHORIZATION
Parties hereby agree that the Boards of Directors of Xxxxxxxxx and EAE
hereto have approved this distribution of stock of Xxxxxxxxx Shipyard and
Fabrication, Inc. to NMF.
IV.
APPLICABLE LAW
This law is governed by the internal laws of the State of Texas.
V.
ASSIGNS
This Agreement shall be binding on the successors and assigns of the
parties hereto.
[THE NEXT PAGE IS THE SIGNATURE PAGE TO THIS AGREEMENT]
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THUS AGREED, on the date above indicated.
WITNESSES: XXXX XXXXXXXXX MARINE, INC.
By: /s/ XXXXXX X. XXXXX
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XXXXXX X. XXXXX
Chairman and CEO
EAE SERVICES, INC.
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By: /s/ XXXXXX X. XXXXX
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XXXXXX X. XXXXX
Chairman and CEO
FIRST WAVE MARINE, INC.
By: /s/ XXXXXX X. XXXXX
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XXXXXX X. XXXXX
Chairman and CEO
NEWPARK MARINE FABRICATORS, INC.
By: /s/ XXXXXX X. XXXXX
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XXXXXX X. XXXXX
Chairman and CEO
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