EXHIBIT 2
AGREEMENT AND PLAN OF MERGER
merging
RELIANT RESOURCES MERGER SUB, INC.
(a Delaware corporation)
with and into
RELIANT ENERGY SERVICES, INC.
(a Delaware corporation)
DATED: December 29, 2000
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT, dated as of December 29, 2000, among Reliant Energy
Services, Inc., a Delaware corporation ("RES" or the Surviving Corporation"),
and Reliant Resources Merger Sub, Inc., a Delaware corporation ("Merger Sub"),
said two corporations being herein sometimes collectively called the
"Constituent Corporations," and Reliant Energy Resources Corp., a Delaware
corporation ("RERC"), and Reliant Resources, Inc., a Delaware corporation
("RRI"), as third parties hereto.
WITNESSETH:
WHEREAS, RES is a corporation duly organized and existing under the laws of
the State of Delaware with an authorized capital of 1,000 shares of common
stock, par value $1.00 per share ("RES Common Stock"), of which 1,000 shares of
RES Common Stock are issued and outstanding;
WHEREAS, RERC owns all of the outstanding shares of RES Common Stock and is
therefore the sole stockholder of RES;
WHEREAS, Merger Sub is a corporation duly organized and existing under the
laws of the State of Delaware with an authorized capital of 1,000 shares of
common stock, par value $1.00 per share ("Merger Sub Common Stock"), of which
1,000 shares of Merger Sub Common Stock are issued and outstanding;
WHEREAS, RRI owns all of the outstanding shares of Merger Sub Common Stock
and is therefore the sole stockholder of Merger Sub;
WHEREAS, RERC and RRI are each a direct wholly owned subsidiary of Reliant
Energy, Incorporated, a Texas corporation; and
WHEREAS, each of the boards of directors of the parties hereto deems it
desirable and in the best interest of each of such corporations and their
respective sole stockholder, upon the terms and subject to the conditions
herein stated, that Merger Sub be merged with and into RES and that RES be the
surviving corporation.
NOW, THEREFORE, it is agreed as follows:
SECTION 1
Terms
1.1 At the effective time of the merger (as hereinafter defined), Merger Sub
shall be merged with and into RES, with RES as the surviving corporation.
1.2 At the effective time of the merger:
(a) Each then outstanding share of RES Common Stock shall, by virtue of
the merger and without any action on the part of RERC, be converted into
the right to receive cash in the amount of $120,000 plus or minus the
Working Capital Adjustment (as defined below).
(b) Each then outstanding share of Merger Sub Common Stock shall, by
virtue of the merger and without any action on the part of RRI, be
converted into one share of Common Stock, par value $1.00 per share, of the
Surviving Corporation.
1.3 Each holder of a stock certificate or certificates representing
outstanding shares of RES Common Stock immediately prior to the effective time
of the merger, upon surrender of such certificate or certificates to RRI after
the effective time of the merger, shall be entitled to receive from RRI cash in
an amount equal to $120,000 plus or minus the Working Capital Adjustment for
each share of RES Common Stock. The "Working
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Capital Adjustment" shall be the amount equal to (x) the difference of the (i)
the amount, as of the effective time of the merger, of the current assets of
RES less the current liabilities of RES and (ii) the amount, as of August 31,
2000, of the current assets of RES less the current liabilities of RES, (y)
divided by 1,000. If the Working Capital Adjustment is positive, it shall be
added to the $120,000 per share merger consideration. If it is negative, it
shall be subtracted from the $120,000 per share merger consideration.
1.4 Each holder of a stock certificate or certificates representing
outstanding shares of Merger Sub Common Stock immediately prior to the
effective time of the merger, upon surrender of such certificate or
certificates to the Surviving Corporation after the effective time of the
merger, shall be entitled to receive a stock certificate or certificates
representing the same number of shares of Common Stock of the Surviving
Corporation. Until so surrendered, each such stock certificate shall, by virtue
of the merger, be deemed for all purposes to evidence ownership of the same
number of shares of Common Stock of the Surviving Corporation.
SECTION 2
Effective Date
2.1 This Agreement shall be submitted to the stockholders entitled to vote
thereon of each of the Constituent Corporations as provided by the applicable
laws of the State of Delaware. If this Agreement is duly adopted by the
requisite votes of such stockholders and is not terminated as contemplated by
Section 5, a certificate of merger, executed in accordance with the law of the
State of Delaware, shall be filed with the Secretary of State of the State of
Delaware.
The merger shall become effective at 11:59 p.m. (Eastern Standard Time) on
December 31, 2000, herein sometimes referred to as the "effective time of the
merger."
SECTION 3
Covenants and Agreements
3.1 RES covenants and agrees that it will present this Agreement for
adoption or rejection by vote of its sole stockholder at a Special Meeting of
Stockholders, will furnish to such stockholder such documents and information
in connection therewith as is required by law, and will recommend approval of
this Agreement by such stockholder.
3.2 RERC covenants and agrees that it will, as sole stockholder of RES, vote
all shares of RES Common Stock owned by it to approve this Agreement as
provided by law.
3.3 Merger Sub covenants and agrees that it will present this Agreement for
adoption or rejection by vote of its sole stockholder at a Special Meeting of
Stockholders, will furnish to such stockholder such documents and information
in connection therewith as is required by law, and will recommend approval of
this Agreement by such stockholder.
3.4 RRI covenants and agrees that it will, as sole stockholder of Merger
Sub, vote all shares of Merger Sub Common Stock owned by it to approve this
Agreement as provided by law.
SECTION 4
Certificate of Incorporation and By-Laws
4.1 The Certificate of Incorporation of RES in effect at the effective time
of the merger shall be the Certificate of Incorporation of the Surviving
Corporation, to remain unchanged until amended in accordance with the
provisions thereof and of applicable law.
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4.2 The By-Laws of RES in effect at the effective time of the merger shall
be the By-Laws of the Surviving Corporation, to remain unchanged until amended
in accordance with the provisions thereof and of applicable law.
SECTION 5
Amendment and Termination
5.1 At any time prior to the filing of this Agreement or the related
Certificate of Merger with the Secretary of State of the State of Delaware,
this Agreement may be amended by the Boards of Directors of RES and Merger Sub
to the extent permitted by Delaware law notwithstanding favorable action on the
merger by either or both of RERC and RRI.
5.2 At any time prior to the filing of this Agreement or the related
Certificate of Merger with the Secretary of State of the State of Delaware,
this Agreement may be terminated and abandoned by the Boards of Directors of
RES and Merger Sub, notwithstanding favorable action on the merger by either or
both of RERC and RRI.
SECTION 6
Miscellaneous
6.1 To the extent permitted by law, this Agreement may be amended by an
agreement in writing, before or after favorable action on the merger by either
or both of RERC and RRI, at any time prior to the effective time of the merger.
IN WITNESS WHEREOF, RES, Merger Sub, RERC and RRI have each caused this
Agreement to be executed by its authorized officer, all as of the date above
written.
RELIANT ENERGY SERVICES, INC.
/s/ James E. Hammelman
By: _________________________________
Name: James E. Hammelman
Title: Treasurer
RELIANT RESOURCES MERGER SUB, INC.
/s/ Rufus S. Scott
By: _________________________________
Name: Rufus S. Scott
Title: Vice President
RELIANT ENERGY RESOURCES CORP.
/s/ Rufus S. Scott
By: _________________________________
Name: Rufus S. Scott
Title: Vice President
RELIANT RESOURCES, INC.
/s/ Rufus S. Scott
By: _________________________________
Name: Rufus S. Scott
Title: Vice President
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