Exhibit 10.103
AGREEMENT AND PLAN OF MERGER
OF
GCI AMERICAN CABLESYSTEMS, INC.
a Delaware corporation
and
GCI CABLESYSTEMS OF ALASKA, INC.
an Alaska corporation
EACH WITH AND INTO
GCI CABLE, INC.
an Alaska corporation
THIS AGREEMENT AND PLAN OF MERGER ("Plan") is adopted as of the 10th
day of December, 2002, pursuant to Alaska Statute 10.06.556 and pursuant to
Section 252 of the Delaware General Corporation Law, among (a) GCI Cable, Inc.,
an Alaska corporation ("GCI Cable, Inc."); (b) GCI American Cablesystems, Inc.,
a Delaware corporation ("American"); and (c) GCI Cablesystems of Alaska, Inc.,
an Alaska corporation ("Cablesystems").
WHEREAS, American is a corporation duly organized and existing under
the laws of the State of Delaware with authorized capital consisting of 1000
shares, classified as common stock, par value $.01 per share ("American Stock"),
of which 68 shares are issued and outstanding and are owned now by GCI Cable,
Inc.; and
WHEREAS, Cablesystems is a corporation duly organized and existing
under the laws of the State of Alaska with authorized capital consisting of
100,000 shares, classified as common stock, no par value ("Cablesystems Stock")
of which 58 shares are issued and outstanding and are owned now by American; and
WHEREAS, GCI Cable, Inc., is a corporation duly organized and existing
under the laws of the State of Alaska with authorized capital consisting of
1,000 shares, classified as common stock, no par value, of which 101 shares are
issued and outstanding; and
WHEREAS, the parties hereto desire that American and Cablesystems each
be merged with and into GCI Cable, Inc., with the name of "GCI Cable, Inc.,"
pursuant to the terms and conditions of this Plan; and
WHEREAS, the Directors of GCI Cable, Inc., American, and Cablesystems
have each approved and adopted the Plan by unanimous written consents, each and
all dated as of December 10, 2002;
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NOW, THEREFORE, the following:
1. Merger. At the Effective Date (as defined herein) American and
Cablesystems shall merge with and into GCI Cable, Inc. ("Merger"). Following the
Merger, the separate corporate existence of each of American and Cablesystems
shall cease, and GCI Cable, Inc., shall continue as the surviving corporation
("Surviving Corporation") and shall continue its corporate existence.
2. Name and Location of the Surviving Corporation. The name of the
Surviving Corporation shall be and remain "GCI Cable, Inc." The established
offices and business locations of GCI Cable, Inc., American, and Cablesystems
shall be the offices and locations of the Surviving Corporation.
3. Certificate of Incorporation and Bylaws. The Articles of
Incorporation and the Bylaws (as then constituted) of GCI Cable, Inc., shall be
and remain the Articles of Incorporation and Bylaws of the Surviving
Corporation, until such Articles of Incorporation or Bylaws are amended, altered
or repealed as provided by law.
4. Officers and Directors. At the Effective Date, the officers and the
directors of GCI Cable, Inc. shall continue as the officers and directors,
respectively, of the Surviving Corporation.
5. Effect of Merger. As of the Effective Date, GCI Cable, Inc. shall
receive all of the property, rights, privileges, franchises, patents,
trademarks, trade names, licenses, registrations and other assets of every kind
and description of American and Cablesystems, including, without limitation, all
goodwill associated therewith, such assets shall be vested in and devolved upon
GCI Cable, Inc., without further act and deed, and GCI Cable, Inc. shall assume
all the liabilities of every kind and description of both American and
Cablesystems.
6. Conversion of Shares and Other Securities. At the Effective Date, by
virtue of the Merger and without any action on the part of GCI Cable, Inc. or
the holder of any of the shares and other securities of GCI Cable, Inc.,
American or Cablesystems the following will occur:
(a) Each share of GCI Cable, Inc. common stock issued and
outstanding immediately prior to the Effective Date, shall remain issued and
outstanding as one share of common stock of GCI Cable, Inc., as the Surviving
Corporation.
(b) Each share of American Stock issued and outstanding
immediately prior to the Effective Date, shall be converted into the right to
receive cash in the amount of $.01 per share. The transfer books of American
shall be closed and no transfer of American Stock shall be made at or after the
Effective Date.
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(c) Each share of Cablesystems Stock issued and outstanding
immediately prior to the Effective Date, shall be exchanged for cash in the
amount of $.01 per share. The transfer books of Cablesystems shall be closed and
no transfer of Cablesystems Stock shall be made at or after the Effective Date.
7. Effective Date. The Merger shall become effective on December 31,
2002 at 11:59 p.m. ("Effective Date").
8. Consent. The parties hereto acknowledge that the elimination of
Cablesystems as a separate entity has been consented to by the Regulatory
Commission of Alaska, in its Order No. 1, in docket U-01-89, dated November 8,
2001.
9. Delivery. American, as the current shareholder of Cablesystems, and
GCI Cable, Inc., as sole shareholder of American, have each received this Plan.
IN WITNESS WHEREOF, GCI Cable, Inc., GCI American Cablesystems, Inc.,
and GCI Cablesystems of Alaska, Inc., each have caused this Plan to be signed as
of the date and year first above written.
ATTEST GCI Cable, Inc.
(an Alaska corporation)
By: /s/ By: /s/
John M. Lowber, Secretary Ronald A. Duncan, President
VERIFICATION
I, Ronald A. Duncan, say on oath or affirm that I have read the
foregoing document and believe all statements made in the document are true.
By: /s/
Ronald A. Duncan, President
Subscribed and sworn to before me on the 10th day of December, 2002.
/s/
Notary Public in and for Alaska
My Commission Expires: 01-08-03
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ATTEST GCI Cablesystems of Alaska, Inc.
(an Alaska corporation)
By: /s/ By: /s/
John M. Lowber, Secretary Wilson Hughes, President
VERIFICATION
I, Wilson Hughes, say on oath or affirm that I have read the foregoing document
and believe all statements made in the document are true.
By: /s/
Wilson Hughes, President
Subscribed and sworn to before me on the 10th day of December, 2002.
/s/
Notary Public in and for Alaska
My Commission Expires: 01-08-03
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