EXHIBIT 2.2
ARTICLES OF MERGER
between
QSV PROPERTIES, INC.,
a Delaware corporation
and
U.S. RESTAURANT PROPERTIES, INC.,
a Maryland corporation
The undersigned file these Articles of Merger pursuant to Article 3-109 of
the Maryland General Corporation Law and hereby certify that:
FIRST: U.S. Restaurant Properties, Inc., is a Maryland corporation (the
"Company").
SECOND: QSV Properties, Inc. is a Delaware corporation ("QSV").
THIRD: The Company and QSV agree to merge (the "Merger") in the manner
hereinafter set forth.
FOURTH: The Company is the corporation to survive the Merger (sometimes
hereinafter referred to as the "Surviving Entity"). The Surviving Entity is a
Maryland corporation.
FIFTH: QSV was incorporated under the General Corporation Law of the State
of Delaware on December 5, 1985.
SIXTH: QSV is not registered or qualified to do business in the State of
Maryland.
SEVENTH: The principal office of the Company in the State of Maryland is
located at 11 East Chase Street, Baltimore, Maryland 21202. QSV does not have a
principal office located in the State of Maryland.
EIGHTH: QSV owns no interest in land in the State of Maryland.
NINTH: The principal office of the Surviving Entity is located at 12440
Inwood Road, Suite 300, Dallas, Texas 75244.
TENTH: The terms and conditions of the Merger were duly authorized and
approved by the Company in the manner and by the vote required by the laws of
the State of Maryland and the Articles of Incorporation and Bylaws of the
Company, as follows:
(a) the Board of Directors of the Company adopted resolutions filed
with the minutes of the proceedings of the Board declaring that the terms and
conditions of the Merger were advisable and directing that the proposed
transaction be submitted for consideration by the stockholders of the Company;
and
(b) the stockholders of the Company approved the terms and conditions
of the Merger.
ELEVENTH: The terms and conditions of the Merger were duly advised,
authorized and approved by QSV in the manner and by the vote required by the
laws of the State of Delaware and the Certificate of Incorporation and Bylaws of
QSV, as follows:
(a) the Board of Directors of QSV adopted resolutions filed with the
minutes of the proceedings of the Board declaring that the terms and conditions
of the Merger were advisable and directing that the proposed transaction be
submitted for consideration by the stockholders of QSV; and
(b) the stockholders of QSV adopted resolutions approving the terms
and conditions of the Merger as so proposed and such resolutions are filed with
the records of stockholder meetings of QSV.
TWELFTH: The articles of incorporation of the Company (the "Surviving
Charter"), without amendments or changes, will be the certificate of
incorporation of the Surviving Entity.
THIRTEENTH: The total number of shares of all classes of stock which the
Company has the authority to issue and the number of shares of each class are as
follows:
The total number of shares of stock which the Company has authority to
issue is 100,000,000 shares of Common Stock, $.001 par value per share
("Surviving Entity Common Stock"), 50,000,000 shares of Preferred Stock,
$.001 par value per share, and 15,000,000 shares of Excess Stock, $.001 par
value per share. The aggregate par value of all the shares of stock of all
classes having a par value is $165,000.
FOURTEENTH: The total number of shares of all classes of stock which QSV
has the authority to issue and the number of shares of each class are as
follows:
The total number of shares of stock which QSV has authority to issue is
1,000 shares, $.01 par value per share. The aggregate par value of all the
shares of stock of all classes having a par value is $10.00.
FIFTHTEENTH: Upon the effective time of the Merger as specified in Article
Seventeen (the "Effective Time"), the QSV shall be merged into the Company, the
separate existence of the QSV shall cease and the Company shall be the Surviving
Entity. Upon the Effective Time, the identity, existence, purposes, powers,
objects, franchises, privileges, rights and immunities of the Surviving Entity
shall continue unaffected and unimpaired by the Merger: The corporate
franchises, existence and rights of QSV shall be merged with and into the
Company, and the Company as the Surviving Entity, shall be fully vested
therewith. At the Effective Time of the Merger, the separate existence of QSV
shall cease and, in accordance with the terms of an
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Agreement and Plan of Merger, the Surviving Entity shall possess all of the
rights, privileges, immunities and franchises, of a public as well as of a
private nature, and all property, real, personal and mixed, and all debts due on
whatever account, including subscriptions to shares, all taxes, including those
due and owing and those accrued, and all other choses in action, and all and
every other interest of or belonging to or due to QSV shall be taken and deemed
to be transferred to, and vested in, the Surviving Entity without further act or
deed; and all property, rights and privileges, powers and franchises and all and
every other interest shall be thereafter as effectually the property of the
Surviving Entity as they were of QSV; and the title to any real estate, or
interest therein, whether by deed or otherwise, vested in the Surviving Entity
shall not revert or be in any way impaired by reason of the Merger. The
Surviving Entity shall thenceforth be responsible and liable for all of the
liabilities and obligations of QSV and any claim existing, or action or
proceeding pending, by or against QSV may be prosecuted as if the Merger had not
taken place, or the Surviving Entity may be substituted in its place. Neither
the rights of creditors nor any liens upon the property of QSV shall be impaired
by the Merger, and all debts, liabilities, obligations and duties of QSV shall
attach to the Surviving Entity, and may be enforced against such Surviving
Entity to the same extent as if said debts, liabilities, obligations and duties
had been incurred or contracted by such Surviving Entity.
At the Effective Time, all common stock of QSV issued and outstanding
immediately prior to the Effective Time of the Merger, by virtue of the Merger
and without any action on the part of the holder thereof, automatically shall be
automatically converted without any action on the part of the stockholders into
the right to receive (i) 2,565.598 shares of Surviving Entity Common Stock, (ii)
cash in an amount equal to $11.80 per share of Surviving Entity Common Stock
that would otherwise be issued in the Merger or (iii) any combination of
Surviving Entity Common Stock and cash with a total value equal to the value of
2,565.598 shares of Surviving Entity Common Stock based on a value of $11.80 per
share (the "Merger Consideration"). At the Effective Time, QSV's stockholders
shall cease to have any rights as stockholders of QSV, and their sole right
shall be the right to receive the Merger Consideration into which such stock
shall been converted in the Merger pursuant to this Article Fifteen.
SIXTEENTH: Each of the undersigned acknowledges these Articles of Merger to
be the corporate act of the respective entity on whose behalf he has signed, and
further, as to all matters or facts required to be verified under oath, each of
the undersigned acknowledges that to the best of his knowledge, information and
belief, these matters and facts relating to the entity on whose behalf he has
signed are true in all material respects and that this statement is made under
the penalties for perjury.
SEVENTEENTH: These Articles of Merger shall be effective at 5:00 P.M.,
Dallas time, on December 29, 2000.
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IN WITNESS WHEREOF, these Articles of Merger have been duly executed by the
parties hereto this 27th day of December, 2000.
ATTEST: (witness) U.S. RESTAURANT PROPERTIES, INC.,
a Maryland corporation
By: /s/ Valerie Siverling By: /s/ Barbara A. Erhart
------------------------ -------------------------------
Name: Valerie Siverling Name: Barbara A. Erhart
Title: Assistant Secretary Title: Chief Financial Officer
ATTEST: (witness) QSV PROPERTIES, INC.,
a Delaware corporation
By: /s/ Valerie Siverling By: /s/ Fred H. Margolin
------------------------ ---------------------------------
Name: Valerie Siverling Name: Fred H. Margolin
Title: Title: President
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