ARTICLES OF MERGER OF
AMERICA FIRST REIT ADVISORY COMPANY,
A NEBRASKA CORPORATION,
WITH AND INTO
MID-AMERICA APARTMENT COMMUNITIES, INC.,
A TENNESSEE CORPORATION
Pursuant to the provisions of Sections 48-21-107 and 48-21-109 of
the Tennessee Business Corporation Act (the "Act"), the undersigned
corporation adopts the following Articles of Merger for the purpose of
effecting the merger (the "Merger") of America First REIT Advisory
Company, a Nebraska corporation ("Advisory") into Mid-America Apartment
Communities, Inc., a Tennessee corporation ("MAAC"), with MAAC being
the surviving corporation in the Merger:
1. The Plan of Merger is attached hereto as Appendix "A" and
incorporated herein by reference.
2. As to MAAC, a Tennessee corporation, and the surviving corporation
in the merger, shareholder approval of the Merger is not required
pursuant to 48-21-104(h)(2) of the Act. The Plan of Merger was
duly adopted by the Board of Directors of MAAC, by unanimous
written consent without a meeting on February 23, 1995. The Plan
of Merger was duly adopted by the Board of Directors of Advisory
by unanimous written consent on February 24, 1995 and was approved
by the sole shareholder of Advisory on February 24, 1995 pursuant
to applicable provisions of the Nebraska Business Corporation Act.
3. In accordance with Section 48-21-109 of the Tennessee Code
Annotated, this merger is permitted under the laws of the State of
Nebraska and Advisory has complied with that law in effecting this
merger.
4. In accordance with Section 21-2076 of the Nebraska Business
Corporation Act, this merger is permitted under the laws of the
State of Tennessee and MAAC has complied with that law in
effecting this merger.
5. The merger shall be effective on June 30, 1995 at 10:00 a.m.,
local time.
IN WITNESS WHEREOF, the undersigned has caused this document to be
executed as of the 29th day of June, 1995.
MID-AMERICA APARTMENT COMMUNITIES, INC.
By: /s/ Simon R. C. Wadsworth
---------------------------
Simon R. C. Wadsworth, Executive Vice
President and Chief Financial
Officer
APPENDIX "A"
PLAN OF MERGER
ARTICLE I
CHARTER AND BYLAWS OF THE SURVIVING CORPORATION
I.1 Charter. The Charter of MAAC in effect immediately prior to
June 30, 1995 (the "Effective Time") shall be the Charter of the
Surviving Corporation, until duly amended in accordance with applicable
law.
I.2 Bylaws. The Bylaws of MAAC in effect immediately prior to
the Effective Time shall be the Bylaws of the Surviving Corporation,
until duly amended in accordance with applicable law.
ARTICLE II
DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION
II.1 Directors. The directors of MAAC immediately prior to the
Effective Time, namely George E. Cates, Simon R. C. Wadsworth, John J.
Byrne, III, Robert F. Fogelman and O. Mason Hawkins, shall be the
directors of the Surviving Corporation as of the Effective Time. In
addition, as of the Effective Time, Michael B. Yanney shall become, and
thereafter be, a Class II director of the Surviving Corporation.
II.2 Officers. The officers of MAAC immediately prior to the
Effective Time shall be the officers of the Surviving Corporation as of
the Effective Time.
ARTICLE III
ADVISORY STOCK
III.1 Conversion of the Advisory Stock. (a) At the Effective
Time, each share of the Common Stock, $.01 par value per share, of MAAC
outstanding immediately prior to the Effective Time (the "MAAC Common
Stock") shall remain outstanding and shall represent one share of
Common Stock, $.01 par value per share, of the Surviving Corporation.
(b) At the Effective Time, the shares of the Class A Voting
Common Stock, $1.00 par value per share (the "Advisory Common Stock"),
of Advisory issued and outstanding immediately prior to the Effective
Time shall, by virtue of the Merger and without any action on the part
of the holder thereof, be converted into the right to receive, in the
aggregate, 153,110 shares of MAAC Common Stock (the "Merger
Consideration").
(c) As a result of the Merger and without any action on the part
of the America First Companies L.L.C. (the "Advisory Shareholder"), all
shares of Advisory Common Stock shall cease to be outstanding and shall
be cancelled and retired and shall cease to exist. Upon delivery by
Advisory Shareholder of the certificates representing all of the
outstanding Advisory Common Stock, MAAC shall deliver to Advisory
Shareholder a single certificate representing 153,110 fully paid and
nonassessable shares of MAAC Common Stock, which certificate shall bear
a legend noting the restrictions on transfer set forth in Section 7.7
of that certain Agreement and Plan of Merger between MAAC, the Advisory
Shareholder and Advisory dated as of February 24, 1995.
(d) Each share of Advisory Common Stock issued and held in
Advisory's treasury at the Effective Time, if any, shall, by virtue of
the Merger, cease to be outstanding and shall be cancelled and retired
and shall cease to exist without payment of any consideration therefor.
(e) Subject to the effect of applicable laws, following surrender
of the certificates representing all shares of outstanding Advisory
Common Stock immediately prior to the Effective Time, there shall be
paid to Advisory Shareholder, without interest, (i) at the time of such
surrender, the amount of dividends or other distributions with a record
date after the Effective Time theretofore payable with respect to
153,110 shares of MAAC Common Stock (as if the same had been issued at
the Effective Time), and not paid, less the amount of any withholding
taxes which may be required thereon and (ii) at the appropriate payment
date, the amount of dividends or other distributions with a record date
after the Effective Time but prior to surrender and a payment date
subsequent to surrender payable with respect to such shares of MAAC
Common Stock, less the amount of any withholding taxes which may be
required hereon.