EXHIBIT 2.3
AGREEMENT AND PLAN OF MERGER
OF
SECURITY CAPITAL INDUSTRIAL INCORPORATED
(a Delaware corporation)
AND
SCI CLIENT SERVICES INCORPORATED
(a Delaware corporation)
WITH AND INTO
SECURITY CAPITAL INDUSTRIAL MANAGEMENT INCORPORATED
(a Delaware corporation)
DATED AS OF SEPTEMBER 9, 1997
THIS AGREEMENT AND PLAN OF MERGER is made by and between Security Capital
Industrial Incorporated, a Delaware corporation ("SCII"), SCI Client Services
Incorporated, Security Capital Industrial Management Incorporated, a Delaware
corporation ("SCICSI", and together with SCII, the "Merging Corporations"), and
a Delaware corporation (the "Surviving Corporation").
WHEREAS, each of the Merging Corporations and the Surviving Corporation
desires that the Merging Corporations be merged pursuant to Section 251 of the
Delaware General Corporation Law ("DGCL") with and into the Surviving
Corporation, which shall be the surviving corporation and which shall continue
its existence under the name "SCI Client Services Incorporated" (the "Mergers");
and
WHEREAS, the shareholders of each of the Merging Corporations and the
Surviving Corporation have approved the entering into and the execution of this
Agreement and Plan of Merger.
NOW THEREFORE:
1. Effective Time. As used in this Agreement and Plan of Merger, the term
"Effective Time" shall mean the date and time of the filing with the office of
the Secretary of State of the State of Delaware of the certificate of merger
with respect to the Mergers (a form of which is attached hereto as Exhibit A).
2. The Mergers. At the Effective Time, each of the Merging Corporations
shall be merged with and into the Surviving Corporation, which shall continue to
be governed by the laws of the State of Delaware and which shall continue its
existence under the name "SCI Client Services Incorporated," and the separate
legal existence of each of the Merging Corporations shall thereupon cease.
3. Certificate of Incorporation and Bylaws. At the Effective Time,
Article 1 of the certificate of incorporation of the Surviving Corporation, as
in full force and effect immediately prior to the Effective Time (the
"Charter"), shall be amended to read in its entirety as follows and such
Charter, as so amended, shall become the Charter of the Surviving Corporation:
"1. The name of the Corporation is SCI Client Services Incorporated."
The Bylaws of the Surviving Corporation immediately prior to the Effective Time
(the "Bylaws") shall continue to be the bylaws of the Surviving Corporation and
thereafter may be amended as provided in the Charter or Bylaws or by law. This
Agreement and Plan of Merger shall effect no other amendments or changes
whatsoever to the Charter and the Bylaws.
4. Terms and Conditions of the Mergers. At the Effective Time, the issued
shares of common stock of SCII shall automatically and without further action by
any of the parties hereto be converted into 3,375,964 common shares of
beneficial interest, par value $.01 per share ("SCI Common Shares"), of Security
Capital Industrial Trust, a Maryland real estate investment trust. At the
Effective Time, the issued shares of common stock of SCICSI shall automatically
and without further action by any of the parties hereto be converted into
316,059 SCI Common Shares. At the Effective Time, each right, option or warrant
to acquire a share of common stock of either of the Merging Corporations shall
automatically be canceled. At the Effective Time, each issued share of common
stock of the Surviving Corporation outstanding immediately prior to the
Effective Time shall automatically and without further action by any of the
parties remain an issued and outstanding share of common stock of the Surviving
Corporation.
5. Effect of the Mergers. At the Effective Time, the separate existence
of each of the Merging Corporations shall cease in accordance with the
provisions of the DGCL. From and after the Effective Time, except as may be
limited by applicable law, the Surviving Corporation shall succeed to all of the
leases, licenses, property, rights, privileges
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and powers of whatever nature and description and shall be subject to all of the
debts, liabilities and obligations of each of the Merging Corporations without
further action by any of the parties hereto, and will continue to be governed by
the laws of the State of Delaware, including the DGCL.
6. Further Assurances and Authorization. Each of the Merging Corporations
and the Surviving Corporation shall execute and deliver such further instruments
and do or cause to be done such further acts as may be necessary to effectuate
and confirm the Mergers. The Board of Directors and the officers of each of the
Merging Corporations and the Surviving Corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and/or record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Agreement and Plan of Merger.
7. Counterparts. This Agreement and Plan of Merger may be executed in any
number of counterparts, and each such counterpart shall be deemed to be an
original but all such counterparts shall together constitute one and the same
Agreement and Plan of Merger.
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IN WITNESS WHEREOF, the undersigned has executed and acknowledged this
Agreement and Plan of Merger as of the date first above written.
SECURITY CAPITAL INDUSTRIAL
INCORPORATED
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Xxxxxx X. Xxxxxx
Managing Director
SCI CLIENT SERVICES INCORPORATED
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Xxxxxx X. Xxxxxx
Managing Director and
Chief Operating Officer
SECURITY CAPITAL INDUSTRIAL
MANAGEMENT INCORPORATED
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Xxxxxx X. Xxxxxx
Managing Director
