Exhibit 2.1
AGREEMENT OF MERGER
of
CONTEL OF CALIFORNIA, INC.
September 10, 1992
AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER, dated this 10th day of September, 1992, between
GTE CALIFORNIA INCORPORATED, a California corporation ("GTE California"), and
CONTEL OF CALIFORNIA, INC., a California corporation ("Contel California"),
provides as follows:
I.
RECITALS
1. GTE Corporation, a New York corporation ("GTE"), now owns or will own
at all times pertinent hereto, including the Effective Date of the merger, all
of the common stock of GTE California and Contel California.
2. GTE California and Contel California desire that GTE California and
Contel California be merged into GTE California and that GTE California will be
the surviving corporation. The laws of the state of California permit this
merger.
3. The outstanding capital stock of Contel California consists of
2,503,667 shares of common stock and 98,500 shares of preferred stock, which
preferred stock shall be redeemed prior to the Effective Date as defined in
Article II, paragraph 3.
II.
MERGER
1. The manner of converting the shares of each of the constituent
corporations into shares of the surviving corporation and such other provisions
as are deemed necessary or desirable to accomplish the merger are appended
hereto as Exhibit 1 as the Plan of Merger.
2. On the Effective Date, the assets and liabilities of GTE California
and Contel California shall be carried on the books of the surviving
corporation at the amounts at which they are respectively carried on such date
on the books of GTE California and Contel California, and the capital surplus
and earned surplus of the surviving corporation shall be the sum of the
respective capital surpluses and earned surpluses of GTE California and Contel
California, subject in each case to such adjustment, eliminations or transfers
as may be required to give effect to the merger. Except as from time to time
restricted by contract or by statute, the aggregate amount of the net assets of
GTE California and Contel California, which was legally available for the
payment of dividends immediately prior to the merger, shall continue to be
legally available for the payment of dividends by the surviving corporation.
3. Subject to approval prior to the Effective Date of all regulatory
agencies that may have jurisdiction and authority over GTE California and
Contel California for the approval of the merger, and the transfer of such
franchises, certificates of public convenience and necessity, or permits to
engage in a telephone utilities business as may be held by Contel California,
this merger shall become effective upon the date of filing of a Certificate of
Merger with the Secretary of the State of California, where the surviving
corporation will be then domiciled, which date is herein called the "Effective
Date."
4. The merger may be abandoned or terminated at any time by mutual
agreement of the Boards of Directors of the merging companies.
5. This Agreement embodies the entire agreement and the understanding of
the parties relating to its subject matter and supersedes any prior agreements
and understandings relating thereto.
6. For the convenience of the parties, this Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same document.
IN WITNESS WHEREOF, this Agreement of Merger has been signed by the
President or a Vice President and the Secretary or an Assistant Secretary of
each of the corporations has caused the corporate seal to be hereunto affixed,
all as of the date first above written, pursuant to the approval and authority
duly given by resolutions adopted by the respective Boards of Directors.
GTE CALIFORNIA INCORPORATED,
ATTEST: a California corporation
Kenneth K. Okel By: Larry J. Sparrow
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Secretary President
CONTEL OF CALIFORNIA, INC.,
ATTEST: a California corporation
R. S. Oerman By: James F. Miles
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Secretary President
EXHIBIT 1
PLAN OF MERGER
OF
CONTEL OF CALIFORNIA
INTO
GTE CALIFORNIA INCORPORATED
I.
The Corporations Proposing to Merge
Contel of California, Inc. (hereinafter referred to as "Contel Cal"), a
California corporation, will be merged into GTE California Incorporated
(hereinafter sometimes referred to as "GTEC"), a California corporation, the
matter being the surviving corporation, which is qualified to transact business
as a foreign corporation in the states of Arizona and Nevada.
Contel Cal and GTEC are hereinafter sometimes referred to collectively as
the "constituent corporations."
II.
Terms and Conditions of the Merger
The terms and conditions of the merger are as follows:
(a) GTEC will issue 561,810 shares of $20 par common stock valued at
$228,925,818 ($11,236,200 of common stock (par value), $35,847,739 of
additional paid-in capital, $44,352,552 of other capital, and $137,489,327 of
retained earnings) in exchange for Contel Cal's 2,503,667 shares of $5 par
common stock also valued at $228,925,818 ($12,518,335 of common stock (par
value), $34,565,604 of additional paid-in capital, $44,352,552 of other
capital, and $137,489,327 of retained earnings).
(b) The following Contel Cal preferred stock issues will be redeemed prior
to the merger:
Par
Series Value Shares Amount
---------------- ----- ------ ----------
5.25% Cumulative 20 14,000 280,000
4.75% Cumulative 20 19,500 390,000
5.95% Cumulative 20 65,000 1,300,000
---------
Total 1,970,000
=========
(c) GTEC will assume $39,144,880 of short-term debt (including $1,970,000
issued to redeem the preferred stock described in C above) and $144,720,000 of
long-term debt (including current maturities) of Contel Cal.
III.
Articles of Incorporation and Surviving Corporation
The Articles of Incorporation of the surviving corporation will not be
affected by the merger.
IV.
Bylaws of Surviving Corporation
The Bylaws of GTEC will be the Bylaws of the surviving corporation.
V.
Directors of Surviving Corporation
On the Effective Date, the directors of GTEC shall become the directors of
the surviving corporation.
VI.
Approval of the Plan
This Plan will be submitted for consideration to the Board of Directors of
each of the constituent corporations for approval. If the Plan is duly
approved by resolution of the Board of Directors of each of the constituent
corporations, then the Plan will then be submitted for approval to the
shareholders of Contel Cal in the manner required by the laws of the State of
California. The Plan will not be submitted to GTEC's shareholders for approval
since, under 1201 of the California Corporations Code, shareholder approval is
not required because the shareholders of the surviving corporation will possess
more than five-sixths of the voting power of the surviving corporation. In the
event the Plan is duly approved by the stockholders, Contel Cal and applicable
regulatory agencies, the Plan, together with other appropriate documentation,
will be filed, and the merger shall be made effective, in accordance with the
laws of the State of California.