Exhibit 2.3 CERTIFICATE OF MERGER OF UNITED MOBILE HOMES, INC., a New Jersey corporation (9048021000) AND UNITED MOBILE HOMES, INC., a Maryland corporation DBA IN NJ UNITED MOBILE HOMES, INC. OF MARYLAND (0100908571) To the Secretary of State of the State of New Jersey Pursuant to the provisions of Section 14A:10-7 of the New Jersey Business Corporation Act, it is hereby certified that: 1. The names of the merging corporations are United Mobile Homes, Inc., which is a business corporation organized under the laws of the State of New Jersey (9048021000) (the "UMHNJ"), and United Mobile Homes, Inc., which is a business corporation organized under the laws of the State of Maryland doing business in New Jersey as United Mobile Homes, Inc. of Maryland (0100908571) (the "UMHMD"). 2. Annexed hereto and made a part hereof is the Agreement and Plan of Merger for merging UMHNJ with and into UMHMD as approved by the Board of Directors of each of said corporations. 3. The number of shares of UMHNJ which were entitled to vote at the time of the approval of the Agreement and Plan of Merger by its shareholders is 7,826,486 all of which are of one class. The number of the aforesaid shares which were voted for the Agreement and Plan of Merger is 4,193,646.5230, and number of shares which were voted against the same was 404,711.8115. The date of said vote and approval was August 14, 2003. 4. The number of shares of UMHMD which were entitled to vote at the time of the approval of the Agreement and Plan of Merger by its shareholders is 100, all of which are of one class. The sole shareholder of the aforesaid corporation entitled to vote of the aforesaid corporation approved the Agreement and Plan of Merger pursuant to a written consent without a meeting of shareholders; and the number of shares represented by such consent is 100. The date of said consent and approval was September 24, 2003.
5. The applicable provisions of the laws of the jurisdiction of organization of UMHMD relating to the merger of UMHNJ with and into UMHMD have been complied with. 6. UMHMD hereby agrees that it may be served with process in the State of New Jersey in any proceeding for the enforcement of any obligation of UMHNJ or any obligation of UMHMD for which it is previously amenable to suit in the State of New Jersey and UMHMD hereby irrevocably appoints the State Treasurer of the State of New Jersey as its agent to accept service of process in any such proceeding and designates the following post office address within the State of New Jersey to which said Secretary of State shall mail a copy of the process in such proceeding: 3499 Route 9 North, Suite 3-C, Freehold, New Jersey 07728. 7. Upon the filing of this certificate of merger UMHMD will cease doing business in New Jersey as United Mobile Homes, Inc. of Maryland and will continue its existence as the surviving corporation in New Jersey under the name United Mobile Homes, Inc. 8. The effective date of the merger herein provided for in the State of New Jersey shall be September 29, 2003. Executed on this 24th day of September, 2003. UNITED MOBILE HOMES, INC., a New Jersey corporation By: /s/ Samuel A. Landy -------------------------------------- Name: Samuel A. Landy Title: President UNITED MOBILE HOMES, INC., a Maryland corporation DBA IN NJ UNITED MOBILE HOMES, INC. OF MARYLAND By: /s/ Samuel A. Landy ----------------------------------------- Name: Samuel A. Landy Title: President
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Merger Agreement") dated as of June 23, 2003, is entered into by and between UNITED MOBILE HOMES, INC., a Maryland corporation ("UMH Maryland"), and UNITED MOBILE HOMES, INC., a New Jersey corporation ("UMH New Jersey"). RECITALS A. UMH Maryland was formed as a wholly-owned subsidiary of UMH New Jersey in connection with a proposal for the reincorporation of UMH New Jersey in Maryland. B. The reincorporation of UMH New Jersey is to be effected by merging UMH New Jersey with and into UMH Maryland and causing the stockholders of UMH New Jersey to become the stockholders of UMH Maryland, with each outstanding share of common stock of UMH New Jersey being deemed at the effective time of the merger to be one share of common stock of UMH Maryland. C. The Maryland General Corporation Law (the "Maryland Code") and the New Jersey Business Corporation Act (the "New Jersey Code") permit the reorganization of UMH New Jersey into UMH Maryland provided that UMH New Jersey and UMH Maryland each adopt a plan of merger which sets forth the terms and conditions of the proposed merger, the mode of carrying the merger into effect, the manner and basis of converting the shares of each corporation into shares or other securities or obligations of the surviving corporation and other applicable provisions. D. The boards of directors of UMH New Jersey and UMH Maryland have determined that it is advisable and in the best interests of its stockholders that UMH New Jersey merge with and into UMH Maryland upon the terms and subject to the conditions of this Merger Agreement for the purpose of effecting the reincorporation of UMH New Jersey in the State of Maryland and have approved this Merger Agreement. AGREEMENT In consideration of the premises and the agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, UMH Maryland and UMH New Jersey hereby agree as follows: Section 1. Merger. Subject to the terms and conditions set forth in this Merger Agreement, UMH New Jersey will merge with and into its wholly-owned subsidiary, UMH Maryland, and UMH New Jersey will cease to exist and UMH Maryland will be the surviving corporation (the "Merger"). UMH Maryland is hereinafter sometimes referred to as the "Surviving Corporation." Provided the conditions set forth in Section 8 of this Merger Agreement have been satisfied or waived, UMH New Jersey and UMH Maryland will, at such time as they deem advisable, cause a Certificate of Merger (the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of New Jersey as provided in Title 14A:10-4.1 of the New Jersey Permanent Statutes
and Articles of Merger (the "Articles of Merger") to be filed with the State Department of Assessments and Taxation of Maryland (the "SDAT") as provided in Section 3-107 of the Maryland Code. The Merger will become effective as of the later to occur of the filing of a Certificate of Merger with the Secretary of State of New Jersey and the acceptance for record of the Articles of Merger by the SDAT (the "Effective Time"). The parties intend by this Merger Agreement to effect a "reorganization" under Section 368 of the Internal Revenue Code of 1986, as amended. Section 2. Manner and Basis of Converting Shares. UMH Maryland has authority to issue 23,000,000 shares of capital stock, initially classified as 20,000,000 shares of common stock, par value of $.10 per share ("Maryland Common Stock") and 3,000,000 shares of excess stock, par value $.10 per share, and UMH Maryland has 100 shares of Maryland Common Stock issued and outstanding, all of which are owned by UMH New Jersey. UMH New Jersey has authority to issue 15,000,000 shares of common stock, par value $.10 per share ("New Jersey Common Stock"), of which 7,826,486 shares were issued and outstanding as of June 23, 2003. At the Effective Time, (a) each issued and outstanding share of New Jersey Common Stock will immediately be converted into one validly issued, fully paid and nonassessable share of Maryland Common Stock without an exchange of certificates or any action on the part of the stockholders thereof; (b) the 100 shares of Maryland Common Stock owned by UMH New Jersey, that will then be owned by UMH Maryland by virtue of the Merger, will be retired and resume the status of authorized and unissued shares and any capital represented by such shares will be eliminated; and (c) each share of New Jersey Common Stock held in UMH New Jersey's treasury, will be cancelled and retired without payment of any consideration therefor and will cease to exist. Section 3. Options. At the Effective Time, UMH Maryland will assume and continue all of UMH New Jersey's stock option plans and agreements, including but not limited to UMH New Jersey's 1994 Stock Option Plan, and the outstanding and unexercised portions of all options and rights to buy New Jersey Common Stock will become options or rights for the same number of shares of Maryland Common Stock with no other changes in the terms and conditions of such options or rights, including exercise prices, and effective upon the Effective Time, UMH Maryland hereby assumes the outstanding and unexercised portions of such options and rights and the obligations of UMH New Jersey with respect thereto. Section 4. Stock Certificates. Upon and after the Effective Time, all of the outstanding certificates which prior to that time represented shares of New Jersey Common Stock will be deemed for all purposes to evidence ownership of and to represent the shares of Maryland Common Stock into which the shares of UMH New Jersey represented by such certificates have been converted as herein provided. The registered owner on the books and records of UMH New Jersey or its transfer agent of any such outstanding stock certificate will, until such certificate is surrendered for transfer or conversion or otherwise accounted for to UMH Maryland or its transfer agent, have 2
and be entitled to exercise any voting and other rights with respect to, and to receive any dividend and other distributions upon, the shares of UMH Maryland Common Stock. Section 5. Articles of Incorporation and Bylaws. The Articles of Incorporation and Bylaws of UMH Maryland in effect at the Effective Time of the Merger will be the Articles of Incorporation and Bylaws of UMH Maryland as the Surviving Corporation until further amended in accordance with their terms and the Maryland Code. Section 6. Officers and Directors. The executive officers of UMH Maryland immediately prior to the Effective Time will be the executive officers of the Surviving Corporation thereafter, without change, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws. The directors of UMH Maryland immediately prior to the Effective Time will be the directors of the Surviving Corporation thereafter, without change, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws. Section 7. Further Assurances. Each of UMH Maryland and UMH New Jersey will execute or cause to be executed all documents and will take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under the laws of the states of New Jersey and Maryland to consummate and effect the Merger and further the purpose of this Merger Agreement. Section 8. Conditions. Consummation of the Merger and related transactions is subject to satisfaction of the following conditions prior to the Effective Time: (a) The Merger must have been approved by the requisite vote of stockholders of UMH New Jersey and UMH Maryland, and all other necessary action must have taken place to authorize the execution, delivery and performance of this Merger Agreement by UMH New Jersey and UMH Maryland. (b) All regulatory approvals necessary in connection with the consummation of the Merger and the transactions contemplated thereby must have been obtained. Section 9. Termination; Amendment. This Merger Agreement may be terminated and the Merger abandoned or deferred by either UMH Maryland or UMH New Jersey by appropriate resolution of the board of directors of either UMH Maryland or UMH New Jersey at any time prior to the Effective Time notwithstanding approval of this Merger Agreement by the stockholders of UMH New Jersey or UMH Maryland, or both, if circumstances arise which, in the opinion of the board of directors of 3
UMH New Jersey or UMH Maryland make the Merger inadvisable or such deferral of the time of consummation of the Merger advisable. Subject to applicable law and subject to the rights of the stockholders to approve any amendment that would have a material adverse effect on the stockholders, this Merger Agreement may be amended, modified or supplemented by written agreement of the parties hereto at any time prior to the Effective Time with respect to any of the terms contained herein. Section 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the States of New Jersey and Maryland. IN WITNESS WHEREOF, this Agreement and Plan of Merger has been executed and attested to by the persons indicated below as of June 23, 2003. UNITED MOBILE HOMES, INC., a Maryland corporation ATTEST: By: /s/ Anna T. Chew /s/ Elizabeth Chiarella -------------------------------------- - ---------------------------- Name: Anna T. Chew ------------------------------------ Title: Vice President ----------------------------------- UNITED MOBILE HOMES, INC., a New Jersey corporation ATTEST: By: /s/ Eugene W. Landy /s/ Elizabeth Chiarella -------------------------------------- - ----------------------------- Name: Eugene W. Landy ------------------------------------ Title: Chairman of the Board ----------------------------------- 4