EXHIBIT 2.2
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of this 12th
day of March, 1999, by and between Columbia Graphics Corporation, an Illinois
corporation (the "Merging Corporation"), and Premier Graphics, Inc., a Delaware
corporation (the "Surviving Corporation").
ARTICLE ONE
RECITALS
Section 1.1. Surviving Corporation's Capital Stock. The Surviving
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Corporation is a corporation duly organized and existing under the laws of the
State of Delaware. The Surviving Corporation has authorized capital stock
consisting of One Thousand (1,000) shares of common stock with $0.01 par value
per share of which One Hundred (100) shares have been duly issued and are now
outstanding.
Section 1.2. Merging Corporation's Capital Stock. The Merging Corporation
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is a corporation duly organized and existing under the laws of the State of
Illinois. The Merging Corporation has authorized capital stock consisting of
One Million (1,000,000) shares of common stock with no par value per share of
which One Thousand (1,000) shares have been duly issued and are now
outstanding.
Section 1.3. Desire to Merge. The Surviving Corporation and Merging
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Corporation desire to effect a statutory merger of the Merging Corporation into
the Surviving Corporation in the manner herein set forth as evidenced by the
Board of Directors and shareholder of each corporation having adopted
resolutions by unanimous written consent approving this merger and the terms
hereof.
NOW, THEREFORE, in consideration of the premises, and the mutual covenants
and agreements contained herein, it is hereby agreed by and between the parties
hereto that the Merging Corporation shall be merged into the Surviving
Corporation in accordance with the applicable provisions of the General
Corporation Law of Delaware, as amended (the "DGCL") and the Illinois Business
Corporation Act of 1983, as amended, (the "IBCA") upon the following terms and
conditions:
ARTICLE TWO
PARTIES TO PROPOSED MERGER
Section 2.1. The Merging Corporation. The name of the corporation
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proposing to merge with and into the Surviving Corporation is Columbia Graphics
Corporation.
Section 2.2. The Surviving Corporation. The name of the corporation with
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and into which the Merging Corporation proposes to merge is Premier Graphics,
Inc.
ARTICLE THREE
TERMS AND CONDITIONS OF PROPOSED MERGER
AND EFFECTIVE DATE OF THE MERGER
Section 3.1. General. Upon the Effective Date of the Merger (as
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hereinafter defined): (a) the Merging Corporation shall merge into the
Surviving Corporation, which shall survive the merger and continue to be a
Delaware corporation, governed by the laws of the State of Delaware; and (b) the
separate existence of the Merging Corporation shall cease.
Section 3.2. Effective Date of the Merger. The merger contemplated by
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this Agreement shall become effective at 4:00 p.m. on March 17 , 1999 (the
"Effective Date").
Section 3.3. Authorized Capital Stock. The authorized capital stock of
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the Surviving Corporation following the Effective Date shall be One Thousand
(1,000) shares with $0.01 par value unless and until the same shall be changed
in accordance with the laws of the State of Delaware.
Section 3.4. Principal Office and Registered Agent. The principal office
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of the Surviving Corporation shall be 6075 Poplar Avenue Suite 401, Memphis,
Tennessee 38119. The name of the registered agent of the Surviving Corporation
in the State of Delaware shall be Corporation Trust Company and the office of
the registered agent shall be 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.
ARTICLE FOUR
MANNER AND BASIS FOR CONVERTING
INTERESTS OF THE MERGING CORPORATION
INTO SHARES OF THE SURVIVING CORPORATION
Upon the Effective Date of the Merger, certificates of issued shares of the
Merging Corporation shall automatically and by operation of law be canceled.
ARTICLE FIVE
CHARTER AND BYLAWS OF THE SURVIVING CORPORATION
The Charter of the Surviving Corporation shall remain the Charter of the
Surviving Corporation following the Effective Date of the Merger, unless and
until the same shall be amended or repealed in accordance with the provisions
thereof. The Bylaws of the Surviving Corporation shall remain the Bylaws of the
Surviving Corporation following the Effective Date of the Merger, unless and
until the same shall be amended or repealed in accordance with the provisions
thereof.
ARTICLE SIX
DIRECTORS AND OFFICERS
The directors of the Surviving Corporation in office on the Effective Date
of the Merger shall remain the directors of the Surviving Corporation, and
officers of the Surviving Corporation in office on the Effective Date of the
Merger shall remain the officers of the Surviving Corporation, in each case
until their respective successors shall have been duly elected and qualified.
ARTICLE SEVEN
APPROVAL OF THE MERGER AND TERMINATION
OF THE MERGING CORPORATION
Section 7.1. Corporate Approval of Surviving Corporation. The Agreement
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has been fully and duly approved by the sole director of the Surviving
Corporation in accordance with the DGCL.
Section 7.2. Corporate Approval of Merging Corporation. The Agreement has
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been fully and duly approved by the sole director of the Merging Corporation and
the sole director of the Surviving Corporation in accordance with the IBCA.
Section 7.3. Termination. At any time prior to the Effective Date of the
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Merger, this Agreement may be terminated and abandoned by the Board of Directors
of the Surviving Corporation or the Merging Corporation. In the event of such
termination and abandonment, this Agreement shall become void and neither the
Surviving Corporation's nor the Merging Corporation's shareholders, directors or
officers shall be liable in respect to such termination or abandonment.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
this the day and year first above written.
COLUMBIA GRAPHICS CORPORATION,
an Illinois corporation
(Merging Corporation)
By: /s/ John P. Miller
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John P. Miller, President
PREMIER GRAPHICS, INC.,
a Delaware Corporation
(Surviving Corporation)
By: /s/ John P. Miller
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John P. Miller, President