AGREEMENT AND PLAN OF MERGER
This Agreement is made and entered by AMA New Jersey Development, Inc., a
New Jersey corporation ("AMA" and sometimes referred to herein as the
"Surviving Corporation") and Xxxxxxxx Acquisition 12, Inc., a Delaware
corporation ("Acquisition"), and The Xxxxxxxx Care Company, a Delaware
corporation ("Xxxxxxxx").
WHEREAS, AMA has authorized capital stock of 60,000 shares of common
stock, no par value per share (the "AMA Common Stock"), of which 36,800
shares are issued and outstanding.
WHEREAS, Acquisition has authorized capital stock of 3,000 shares of
common stock, par value $.01 per share (the "Acquisition Common Stock"), of
which 1 share is issued and outstanding; and
WHEREAS, the Boards of Directors of AMA and Acquisition have determined
that a merger of Acquisition with and into AMA pursuant to the terms and
conditions of this Agreement (the "Merger"), and for the consideration set
forth herein, is advisable and in the best interests of the stockholders of
AMA and Acquisition.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual agreements hereinafter contained, the parties hereto agree as follows:
ARTICLE I
THE MERGER
At the Effective Time (as hereinafter defined) and subject to the terms
and conditions hereinafter set forth, the parties hereto agree to cause the
Merger to be consummated by filing with the New Jersey Secretary of State a
Certificate of Merger (the "Certificate of Merger") in the form required by
applicable law, duly executed and acknowledged by the Surviving Corporation,
and taking all such further actions as may be required by law to make the
Merger effective. The Merger shall become effective upon the filing of the
Certificate of Merger with the New Jersey Secretary of State (the "Effective
Time") and AMA will be the surviving corporation.
ARTICLE II
CONVERSION OF SHARES
Each share of AMA Common Stock issued and outstanding at the Effective
Time shall be changed and converted into 113.225 shares of Common Stock of
Xxxxxxxx which shall thereupon be issued, fully paid and nonassessable. At
the Effective Time, all outstanding shares of Acquisition shall be converted
into one share of AMA Common Stock.
ARTICLE III
CERTIFICATE OF INCORPORATION AND BYLAWS
From and after the Effective Time, and until thereafter amended as
provided by law, the Certificate of Incorporation of AMA as in effect at the
Effective Time shall be and continue to be the Certificate of Incorporation
of the Surviving Corporation. From and after the Effective Time, and until
thereafter amended as provided by law, the by-laws of AMA as in effect at the
Effective Time shall be and continue to be the by-laws of the Surviving
Corporation.
ARTICLE IV
OFFICERS AND BOARDS OF DIRECTORS
From and after the Effective Time, the directors and the officers of AMA
shall be and continue to be the directors and officers of the Surviving
Corporation, until their successors are duly elected and qualified.
***
-2-
IN WITNESS WHEREOF, AMA, Xxxxxxxx and Acquisition have executed this
Agreement as of the of , 1996.
AMA NEW JERSEY DEVELOPMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
President
ATTEST:
/s/ Xxxxx X. Xxxxx, III
-----------------------
XXXXXXXX ACQUISITION 12, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Xxxxxxx X. Xxxxx
Chairman and President
ATTEST:
/s/ Xxxxxxx Xxxxx
-----------------
THE XXXXXXXX CARE COMPANY
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Xxxxxxx X. Xxxxx, President
and Chief Executive Officer
ATTEST:
/s/ Xxxxxxx Xxxxx
-----------------
