EXHIBIT 2.4
AGREEMENT AND PLAN OF MERGER
BETWEEN
SUPERIOR NATIONAL INSURANCE GROUP, INC.
A CALIFORNIA CORPORATION,
AND
SUPERIOR NATIONAL INSURANCE GROUP, INC.,
A DELAWARE CORPORATION
THIS AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is
entered into as of this 8th day of April, 1997 by and between
Superior National Insurance Group, Inc., a California corporation ("Merging
Corporation"), and Superior National Insurance Group, Inc., a Delaware
corporation ("Surviving Corporation").
1. Merging Corporation is authorized to issue 25,000,000 shares
of common stock, no par value (the "Merging Corporation Common Stock"). As
of the date hereof, there are 3,446,706 shares of Merging Corporation
Common Stock outstanding.
2. Surviving Corporation is authorized to issue 25,000,000
shares of common stock, $.01 par value (the "Surviving Corporation Common
Stock"). As of the date hereof, one share of Surviving Corporation Common
Stock is outstanding.
3. Merging Corporation shall be merged with and into Surviving
Corporation (the "Merger") in accordance with the California General
Corporation Law and the General Corporation Law of the State of Delaware and
on the terms and conditions hereinafter set forth. At the Effective Time of
the Merger (as hereinafter defined), the separate existence of Merging
Corporation shall cease, Surviving Corporation shall be the surviving
corporation and Surviving Corporation shall succeed, without other transfer,
to all the rights and property of Merging Corporation and shall be subject to
all the debts and liabilities thereof in the same manner as if Surviving
Corporation had itself incurred them. All rights of creditors and all liens
put on the property of each corporation shall be preserved unimpaired;
provided that such liens upon property of Merging Corporation shall be
limited to the property affected thereby immediately prior to the Effective
Time of the Merger.
4. At the Effective Time of the Merger, each share of Merging
Corporation Common Stock outstanding immediately prior to the Effective Time
of the Merger (collectively, the "Shares") shall be converted into one (1)
share of Surviving Corporation Common Stock.
5. The conversion of Shares as provided in this Agreement shall
occur automatically upon the Effective Time of the Merger without action by
the holders thereof.
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Each holder of such Shares thereupon shall surrender his cerificate or
certificates to Surviving Corporation and shall be entitled to receive in
exchange therefor a certificate or certificates representing the number of
shares into which his Shares theretofore represented by a certificate or
certificates so surrendered shall have been converted as aforesaid.
6. As of the Effective Time of the Merger, Surviving
Corporation will assume and continue Merging Corporation's 1995 Stock
Incentive Plan, (the "1995 Plan") and 1986 Non-Statutory Stock Option and
1986 Non-Statutory Stock Purchase Plan, and (i) the outstanding and
unexercised portions of all options to buy Common Stock of Merging
Corporation shall become options to purchase the same number of shares of
Common Stock of Surviving Corporation, with no other changes in the terms and
conditions of such options, including exercise prices, and, as of the
Effective Time of the Merger, Surviving Corporation hereby assumes the
outstanding and unexercised portions of such options and the obligations of
Merging Corporation with respect thereto and (ii) the restricted shares of
Common Stock of Merging Corporation granted under the 1995 Plan to which the
restrictions have not lapsed shall become the same number of restricted
shares of Common Stock of Surviving Corporation, with no other changes in the
terms and conditions of such grants, and, as of the Effective Time of the
Merger, Surviving Corporation hereby assumes the portions of such grants to
which the restrictions have not lapsed and the obligations of Merging
Corporation with respect thereto.
7. As of the Effective Time of the Merger, Surviving
Corporation will assume all obligations under all outstanding warrants and
other rights to purchase shares of Common Stock of Merging Corporation, and
the outstanding but unexercised portions of all such warrants or other rights
to purchase Common Stock of Merging Corporation shall represent the right to
acquire the same number of shares of Common Stock of Surviving Corporation,
with no other changes in the terms and conditions of such warrants and other
rights, including exercise prices.
8. As of the Effective Time of the Merger, Surviving
Corporation will assume all obligations under all outstanding voting notes of
Merging Corporation, and the outstanding principal amount of such voting
notes of Merging Corporation shall represent the obligation of Surviving
Corporation, with no other changes in the terms and conditions of such voting
notes, with all voting rights of the holders thereof in effect with respect
to the Surviving Corporation.
9. The Certificate of Incorporation and Bylaws of Surviving
Corporation as in effect at the Effective Time of the Merger shall continue
to be the Certificate of Incorporation and Bylaws of Surviving Corporation
after consummation of the Merger.
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10. From time to time as and when required by Surviving
Corporation or its successors or assigns, there shall be executed and
delivered on behalf of Merging Corporation such deeds and other instruments,
and there shall be taken or caused to be taken such further and other actions
as shall be appropriate or necessary in order to vest or perfect in or to
confirm in record or otherwise in Surviving Corporation the title to and
possession of all the property, interest, assets, rights, privileges,
immunities, powers, franchises and authority of Merging Corporation, and
otherwise to carry out the purposes of this Merger Agreement, and the
officers and directors of Surviving Corporation are fully authorized in the
name and on behalf of Merging Corporation or otherwise to take any and all
such actions and to execute and deliver any and all such deeds and other
instruments.
11. Prior to the filing of this Merger Agreement with the
Secretary of Sate of the State of California and with the Secretary of State
of the State of Delaware, this Merger Agreement may be amended or terminated
by written agreement of the boards of directors of Merging Corporation and
Surviving Corporation, or by their respective officers authorized by such
boards of directors, notwithstanding approval of this Merger Agreement by the
shareholders of Merging Corporation. In furtherance and not in limitation of
the foregoing, this Merger Agreement may be terminated by resolution of the
Board of Directors of the Merging Corporation if the conditions which have
made this Merger advisible no longer exist.
12. The effective date of the Merger is the date the Certificate
of Merger is duly accepted for filing by the Secretary of State of the State
of California (the "Effective Time of the Merger").
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13. This Merger Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties have caused this Agreement and Plan
of Merger to be executed as of the date first above written.
MERGING CORPORATION:
SUPERIOR NATIONAL INSURANCE GROUP, INC.
a California corporation
By: /s/ William L. Gentz
----------------------------------
William L. Gentz
President
Attest:
/s/ Robert E. Nagle
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Robert E. Nagle
Secretary
SURVIVING CORPORATION:
SUPERIOR NATIONAL INSURANCE GROUP, INC.,
a Delaware corporation
By: /s/ William L. Gentz
----------------------------------
William L. Gentz
President
Attest:
/s/ Robert E. Nagle
- --------------------------------
Robert E. Nagle
Secretary
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