EXHIBIT 3.3
ARTICLES OF MERGER OF
THE CATES COMPANY
WITH AND INTO
MID-AMERICA APARTMENT COMMUNITIES, INC.
The under signed corporation, pursuant to 48-21-205 of the
Tennessee Business Corporation Act, hereby submits the
following Articles of Merger to effect the merger of The
Cates Company, a Tennessee corporation, with and into Mid-
America Apartment Communities, Inc., a Tennessee
corporation, and, in that regard, states the following:
1. The Plan of Merger is as follows:
(a) The names of the constituent corporations are
as follows:
The Cates Company, a Tennessee corporation
("Cates") Mid-America Apartment Communities, Inc.,
a Tennessee corporation ("MAC")
(b) The corporation surviving the merger (the
"Surviving Corporation") will be Mid-America
Apartment Communities, Inc., a Tennessee
corporation.
(c) From and after the effective time of the merger,
the following effects of the merger shall be
recognized by operation of law:
Charter and Bylaws. The Charter of MAC as in
effect immediately prior to the effective time
shall be and remain the Charter of the Surviving
Corporation. The Bylaws of MAC as in effect
immediately prior to the effective time shall be
and remain the Bylaws of the Surviving Corporation
until altered, amended, or repealed in accordance
with the Tennessee Business Corporation Act.
Names of Surviving Corporation. As of the
effective time, the name of the Surviving
Corporation shall be Mid-America Apartment
Communities, Inc.
Capitalization. As of the effective time, the
number of authorized shares of the Surviving
Corporation shall be 20,000,000 shares of Common
Stock having $.01 per share par value and
5,000,000 shares of Preferred Stock having $.01
per share per value.
Officers and Directors. As of and after the
effective time, the directors and officers of MAC
shall be the directors and officers of the
Surviving Corporation.
Registered and Principal Office. As of and after
the effective time, the registered and principal
business office of the Surviving Corporation shall
be located at 6584 Poplar Avenue, Suite 340,
Memphis (Shelby County) Tennessee 38138.
Retention of Rights and Properties. As of the
effective time, the separate existence and
corporate organization of Cates shall cease and
Cates shall be merged with and into MAC as the
Surviving Corporation. The Surviving Corporation
shall, from and after the effective time, possess
all the rights, privileges, powers, immunities,
and franchises of both Cates and MAC of whatsoever
nature (public or private) and description. The
Merger shall have the effects set forth in 48-21-
106 of the Tennessee Business Corporation Act.
All assets and property, real, personal, and
mixed, and all debts due on whatever account,
including, without limitation, shares or
subscriptions to shares, all other choses in
action, rights, and credits, and all and every
other interest of or owed by or due or that would
inure to either Cates or MAC shall immediately, by
operation of law, be taken or deemed to be
transferred to and vested in the Surviving
Corporation without any further conveyance,
transfer, act, or deed, and the title to any real
estate or any interest therein vested in either
Cates or Motor Cargo Industries, Inc. shall not
revert or be impaired in any way by reason of the
merger.
Assumption of Liabilities. As of the effective
time, the Surviving Corporation shall be deemed to
be a continuation of the entity of each
constituent corporation, with the effect set forth
in 48-21-106 of the Tennessee Business
Corporation and shall succeed to and shall assume
such rights and obligations and the duties and
liabilities and obligations of both Cates and MAC,
and any claim existing or action or proceeding
pending by or against Cates or MAC may be
prosecuted as if the merger had not taken place.
Neither the rights of creditors nor any liens upon
the property of Cates or MAC shall be impaired by
the merger.
(d) At the effective time, each share of Cates common
stock, without par value, held by non-dissenting
shareholders and not exchanged for cash in the
manner hereinbelow described shall, by virtue of
the merger of Cates with and into MAC and without
any action being taken by the holder thereof, be
exchanged for and converted into two thousand five
hundred (2,500) fully paid and nonassessable
shares of common stock of MAC, having a par value
of $.01 per share (the "MAC Stock")
(e) At the effective time, each share of common stock
of MAC then issued and outstanding shall remain
issued and outstanding as the common stock of the
Surviving Corporation.
2. The foregoing Plan of Merger was duly adopted and
approved by the sole shareholder and the Board of Directors
of MAC by action without a meeting on January 18, 1994. The
Plan of Merger was duly adopted and approved by the Board of
Directors of Cates by action without a meeting on January
26, 1994 and by the Shareholders of Cates at a meeting duly
held on January 26, 1994.
3. The merger of Cates with and into MAC shall be
effective at 8:00 a.m. Central Standard Time on February 4,
1994.
Dated: February 2, 1994
Mid-America Apartment Communities, Inc.
By:
Lynn A. Johnson,
Secretary