PLAN OF MERGER
by and between
GARNER PUBLISHING COMPANY
(an Iowa corporation)
and
GARNER ACQUISITION CO.
(an Iowa corporation)
PLAN OF MERGER, dated as of July 3, 1996, by and between Garner
Acquisition Co., an Iowa corporation ("Newco"), and Garner Publishing Company,
an Iowa corporation ("Garner"), said corporations being hereinafter collectively
referred to as the "Constituent Corporations".
WHEREAS, Consolidated Graphics, Inc., a Texas corporation ("CGI"),
Newco, Garner and the stockholders of Garner have entered into an Agreement and
Plan of Reorganization, dated as of July 3, 1996, (the "Reorganization
Agreement"), providing, among other things, for the execution, acknowledgement
and filing of this Plan of Merger and for the merger of Newco with and into
Garner (the "Merger") upon the terms set forth in the Reorganization Agreement
and this Plan of Merger; and
WHEREAS, the respective Boards of Directors of each of the Constituent
Corporations deem it advisable and in the best interest of each of such
corporations and their respective shareholders that Newco be merged with and
into Garner in the manner contemplated herein and in the Reorganization
Agreement and have adopted resolutions approving this Plan of Merger and the
Reorganization Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and for the purpose of stating the
terms and conditions of the Merger, the mode of carrying the same into effect,
the manner and basis of causing the shares of each Constituent Corporation to be
converted into shares of the Surviving Corporation (as hereinafter defined) or
into shares of CGI and such other details and provisions as are deemed
desirable, the parties hereto have agreed, and do hereby agree, subject to the
terms and conditions hereinafter set forth, as follows:
ARTICLE I.
In accordance with the provisions of the laws of the State of Iowa,
Newco shall be merged with and into Garner, which shall be, and is herein
sometimes referred to as, the "Surviving Corporation", and which shall continue
its business under the name "Garner Printing Company" and shall continue to be
governed by the laws of the State of Iowa. The registered office of the
Surviving Corporation in the State of Iowa shall be Corporation Service Company,
729 Insurance Exchange Building, Des Moines, Iowa 50309.
ARTICLE II.
The Merger shall become effective upon completion of the filing of an
executed original [and duplicate copy] of this Plan of Merger and articles of
merger (the "Articles of Merger") with the Secretary of the State of Iowa. The
date and time when the Merger becomes effective shall be the "Effective Time"
referred to in this Plan of Merger.
ARTICLE III.
A. THE MERGER. Subject to the terms and conditions of this Plan of
Merger, Newco shall be merged with and into Garner at the Effective Time.
Following the Merger, the separate corporate existence of Newco shall cease and
Garner shall be the Surviving Corporation and shall succeed to and assume all
the rights and obligations of Newco in accordance with the Iowa Business
Corporation Act ("IBCA").
B. EFFECTS OF THE MERGER; CERTIFICATE AND BYLAWS; DIRECTORS AND
OFFICERS.
1. The Merger shall have the effects specified in Section
490.1106 of the IBCA.
2. The Articles of Incorporation of Garner, as amended and
restated and attached to the Articles of Merger, shall be the Articles
of Incorporation of the Surviving Corporation thereafter unless and
until amended in accordance with its terms and as provided by law.
3. The Bylaws of Newco as in effect at the Effective Time
shall be the Bylaws of the Surviving Corporation thereafter unless and
until amended in accordance with their terms, the terms of Certificate
of Incorporation of the Company following the Effective Time and as
provided by law.
4. The directors and officers of Newco at the Effective Time
shall be the directors and officers of the Surviving Corporation
thereafter, each to hold a directorship or office in accordance with
the Articles of Incorporation and Bylaws of the Surviving Corporation
until their respective successors are duly elected and qualified.
ARTICLE IV.
The mode of carrying the Merger into effect and the manner and basis of
converting or exchanging the shares of the Constituent Corporations into shares
of CGI Common Stock or into the Common Stock, no par value per share, of the
Surviving Corporation shall be as follows:
A. CONVERSION OF SHARES.
1. At the Effective Time, by virtue of the Merger and without
any further action on the part of CGI, Newco, Garner or the Surviving
Corporation, or any holder of any of the following securities:
a. each share of common stock of Newco issued and
outstanding at the Effective Time shall be converted
into one share of the common stock, no par value per
share, of the Surviving Corporation;
b. each issued share of common stock of Garner that is
held in treasury by Garner or held by any subsidiary
of Garner shall be canceled and no stock of CGI or
other consideration shall be delivered in exchange
therefor;
c. each share of common stock of Garner issued and
outstanding at the Effective Time shall be converted
into the right to receive 3.65 nonassessable shares
of common stock, $.10 par value per share (the "CGI
Common Stock"), of CGI (the "Merger Consideration").
2. Upon conversion of the shares of common stock of Garner
into the Merger Consideration in the manner described in paragraph
4.1.1.3 above, each record holder of issued and outstanding common
stock of Garner immediately prior to the Effective Time shall have the
right to receive a certificate representing such whole number of shares
of CGI Common Stock equal to the product of 3.65 times the number of
issued and outstanding shares of common stock of Garner of which such
person is the record holder immediately prior to the Effective Time.
3. No fractional shares of CGI Common Stock will be issuable.
B. EXCHANGE OF STOCK CERTIFICATES; RECORD DATE.
1. At or after the Effective Time, each holder of record of a
certificate or certificates that immediately prior to the Effective
Time represented issued and outstanding shares of common stock of
Garner whose shares were converted into the Merger Consideration
pursuant to Section 4.1 hereof shall surrender such certificates for
cancellation to CGI duly endorsed.
2. CGI shall deliver or arrange for the delivery of the Merger
Consideration required under this Agreement to such persons who were
record owners of the common stock of Garner as of the close of business
on the Effective Time.
C. NO FURTHER RIGHTS IN COMMON STOCK OF GARNER. As of the Effective
Time, all shares of common stock of Garner shall no longer be outstanding and
shall automatically be canceled and shall cease to exist, and each holder of a
certificate representing shares of common stock of Garner as of the Effective
Time shall cease to have any rights with respect thereto, except the right to
receive the Merger Consideration upon surrender of such certificate as provided
in Section 4.2.
ARTICLE V.
For the convenience of the parties hereto and to facilitate the filing
and recording of this Plan of Merger, separate counterparts hereof may be
executed and all such counterparts shall be deemed to be one and the same
instrument.
ARTICLE VI.
This Plan of Merger may be terminated or amended at any time prior to
the Effective Time in the manner provided in the Reorganization Agreement.
IN WITNESS WHEREOF, each of the Constituent Corporations has caused
this Plan of Merger to be signed in its corporate name by its duly authorized
officer, attested by its Secretary or its Assistant Secretary, and its corporate
seal to be affixed hereto, all as of the date first above written.
[CORPORATE SEAL] GARNER ACQUISITION CO.
ATTEST:
______________________________ By:_________________________
Secretary Joe R. Davis,
Chief Executive Officer
[CORPORATE SEAL] GARNER PUBLISHING COMPANY
ATTEST:
______________________________ By:__________________________
Secretary President
Consolidated Graphics, Inc. hereby joins in this Plan of Merger for the
limited purpose of agreeing to issue shares of CGI Common Stock as provided in
the Plan of Merger.
CONSOLIDATED GRAPHICS, INC.
By:__________________________
Joe R. Davis,
Chief Executive Officer