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EXHIBIT 2.2
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER dated as of August 29, 1994 is among
Martin Marietta Corporation, a Maryland corporation ("Martin Marietta"),
Atlantic Sub, Inc., a Maryland corporation ("Atlantic Sub"), and Parent
Corporation, a Maryland corporation ("Parent"). Martin Marietta and Atlantic Sub
are hereinafter sometimes collectively referred to as the Constituent
Corporations.
All of the outstanding stock of Atlantic Sub is owned by Parent and all of
the outstanding stock of Parent is owned, in equal amounts, by Martin Marietta
and by Lockheed Corporation, a Delaware corporation ("Lockheed"). Parent will be
authorized, at the time of the merger provided for herein, to issue 820,000,000
shares of capital stock, of which 50,000,000 shares will be series preferred
stock, $1.00 par value, 20,000,000 shares will be Series A Preferred Stock, par
value $1.00, and 750,000,000 shares will be common stock, $1.00 par value
("Parent Common Stock").
This Plan and Agreement of Merger is being entered into pursuant to a Plan
and Agreement of Reorganization dated as of August 29, 1994 among Martin
Marietta, Lockheed and Parent (the "Reorganization Agreement"). Capitalized
terms used but not defined herein have the meanings given to them in the
Reorganization Agreement.
ARTICLE I
1.1 On the Merger Date (as defined in paragraph 1.6) Atlantic Sub shall
merge into Martin Marietta (the "Atlantic Sub Merger") and the separate
existence of Atlantic Sub shall cease. Martin Marietta shall be the surviving
corporation in the Atlantic Sub Merger (hereinafter sometimes referred to as the
"Surviving Corporation") and its separate corporate existence, with all its
purposes, objects, rights, privileges, powers and franchises, shall continue
unaffected and unimpaired by the Atlantic Sub Merger.
1.2 The Surviving Corporation shall succeed to all of the rights,
privileges, powers and franchises, as well of a public as of a private nature,
of the Constituent Corporations, all of the properties and assets of the
Constituent Corporations and all of the debts, choses in action and other
interests due or belonging to the Constituent Corporations and shall be subject
to, and responsible for, all of the debts, liabilities and duties of the
Constituent Corporations with the effect set forth in the Maryland General
Corporation Law.
1.3 If, at any time after the Merger Date, the Surviving Corporation shall
consider or be advised that any deeds, bills of sale, assignments, assurances or
any other actions or things are necessary or desirable to vest, perfect or
confirm of record or otherwise in the Surviving Corporation its right, title or
interest in, to or under any of the rights, properties or assets of Atlantic Sub
acquired or to be acquired by the Surviving Corporation as a result of, or in
connection with, the Atlantic Sub Merger or to otherwise carry out this Plan and
Agreement of Merger, the officers and directors of the Surviving Corporation
shall and will be authorized to execute and deliver, in the name and on behalf
of the Constituent Corporations or otherwise, all such deeds, bills of sale,
assignments and assurances and to take and do, in the name and on behalf of the
Constituent Corporations or otherwise, all such other actions and things as may
be necessary or desirable to vest, perfect or confirm any and all right, title
and interest in, to and under such rights, properties or assets in the Surviving
Corporation or to otherwise carry out this Plan and Agreement of Merger.
1.4 The Charter and the Bylaws of Martin Marietta, in each case as amended
to and including the Merger Date, shall be the Charter and Bylaws of the
Surviving Corporation and shall thereafter continue to be its Charter and its
Bylaws until changed as provided therein and by law.
1.5 The directors and officers of Martin Marietta immediately prior to the
Merger Date shall be the directors and officers of the Surviving Corporation and
shall thereafter continue in office in accordance with the Charter and Bylaws of
the Surviving Corporation.
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1.6 If this Plan and Agreement of Merger is duly approved by the
stockholders of each of the Constituent Corporations in accordance with the
Maryland General Corporation Law and the respective Charters and Bylaws of the
Constituent Corporations and is not terminated under paragraph 3.1, Articles of
Merger with respect to the Atlantic Sub Merger shall be promptly filed and
recorded in accordance with the Maryland General Corporation Law. The Atlantic
Sub Merger shall become effective at the time and date of such filing or at such
date and time otherwise specified in the Articles of Merger (such time and date
are herein collectively referred to as the "Merger Date").
ARTICLE II
2.1 On the Merger Date, by virtue of the Atlantic Sub Merger and without
further action by the holder thereof, each share of the common stock, par value
$1.00 per share, of Atlantic Sub outstanding immediately prior thereto shall be
converted into and become one share of the common stock, par value $1.00 per
share, of the Surviving Corporation ("Surviving Corporation Common Stock").
2.2 On the Merger Date, by virtue of the Atlantic Sub Merger and without
further action by the holder thereof, each share of the Martin Marietta Common
Stock outstanding immediately prior thereto (other than shares of Martin
Marietta Common Stock owned by Lockheed or any Subsidiary of Lockheed, which
shall be cancelled and cease to exist immediately upon the Merger Date) shall be
converted into and become one share of Parent Common Stock.
2.3 On the Merger Date, by virtue of the Atlantic Sub Merger and without
further action by the holder thereof, each share of Martin Marietta Preferred
Stock outstanding immediately prior thereto (other than shares of Martin
Marietta Preferred Stock owned by Lockheed or any Subsidiary of Lockheed, which
shall be cancelled and cease to exist immediately upon the Merger Date) shall be
converted into and become one share of Parent Preferred Stock.
2.4 On and after the Merger Date, the holders of certificates theretofore
representing shares of Martin Marietta Common Stock (other than shares owned by
Lockheed or any Subsidiary of Lockheed), on surrender of such certificates to an
agent or agents designated for that purpose by Parent, shall be entitled to
receive in exchange therefor certificates representing the number of shares of
Parent Common Stock into which the shares of Martin Marietta Common Stock
theretofore represented by the surrendered certificates shall have been
converted in the Atlantic Sub Merger; provided, however, that if any such holder
is not registered on the stock transfer records of Martin Marietta as the holder
of the shares of Martin Marietta Common Stock represented by a certificate so
surrendered, such certificate shall be accompanied by all documents required to
evidence such holder's rights to the shares represented thereby and by payment
for any applicable stock transfer or other taxes.
2.5 On and after the Merger Date, the holders of certificates theretofore
representing shares of Martin Marietta Preferred Stock (other than shares owned
by Lockheed or any Subsidiary of Lockheed), on surrender of such certificates to
an agent or agents designated for that purpose by Parent, shall be entitled to
receive in exchange therefor certificates representing the number of shares of
Parent Preferred Stock into which the shares of Martin Marietta Preferred Stock
theretofore represented by the surrendered certificates shall have been
converted in the Atlantic Sub Merger; provided, however, that if any such holder
is not registered in the stock transfer records of Martin Marietta as the holder
of the shares of Martin Marietta Preferred Stock represented by a certificate so
surrendered, such certificate shall be accompanied by all documents required to
evidence such holder's rights to the shares represented thereby and by payment
for any applicable stock transfer or other taxes.
2.6 All shares of Parent Common Stock and Parent Preferred Stock into
which shares of Martin Marietta Common Stock and Martin Marietta Preferred Stock
are converted on the Merger Date pursuant to paragraphs 2.2 and 2.3,
respectively, shall be deemed, for all corporate purposes, to have been issued
by Parent on such Date. On and after such Date and prior to the surrender,
pursuant to paragraphs 2.4 and 2.5, of any certificate theretofore representing
shares of Martin Marietta Common Stock or Martin Marietta Preferred Stock, such
certificate shall, for all corporate purposes (including, without limitation,
entitlement to vote and
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to receipt of dividends), be treated as representing the number of shares of
Parent Common Stock and Parent Preferred Stock into which such shares of Martin
Marietta Common Stock or Martin Marietta Preferred Stock shall have been
converted in the Atlantic Sub Merger. No holder of a certificate or certificates
which immediately prior to the Merger Date represented shares of Martin Marietta
Common Stock or Martin Marietta Preferred Stock shall be entitled to receive any
dividend or other distribution from Parent until surrender of such holder's
certificate or certificates for a certificate or certificates representing
shares of Parent Common Stock (in the case of holders of Martin Marietta Common
Stock) or Parent Preferred Stock (in the case of holders of Martin Marietta
Preferred Stock). Upon such surrender, there shall be paid to the holder the
amount of any dividends or other distributions (without interest) which
theretofore became payable, but which were not paid by reason of the foregoing,
with respect to the number of whole shares of Parent Common Stock or Parent
Preferred Stock, as the case may be, represented by the certificates issued upon
such surrender.
ARTICLE III
3.1 Notwithstanding the approval and adoption of this Plan and Agreement
of Merger by the stockholders of Martin Marietta and Atlantic Sub, this Plan and
Agreement of Merger shall terminate forthwith in the event that the
Reorganization Agreement shall be terminated as therein provided. In the event
of the termination of this Plan and Agreement of Merger as provided above, this
Plan and Agreement of Merger shall forthwith become void and there shall be no
liability on the part of any of the parties hereto.
3.2 This Plan and Agreement of Merger shall not be amended other than
pursuant to an amendment to the Reorganization Agreement approved in the manner
therein provided. If any such amendment to the Reorganization Agreement is so
approved, any amendment to this Plan and Agreement of Merger required by such
amendment to the Reorganization Agreement shall be effected by the parties
hereto by action taken by their respective Boards of Directors.
3.3 This Plan and Agreement of Merger may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to each of the other parties.
3.4 This Plan and Agreement of Merger shall be governed by and
construed in accordance with the laws of the State of Maryland.
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IN WITNESS WHEREOF, this Plan and Agreement of Merger has been executed
by each of the parties hereto by their duly authorized officers, as of the
date first above written.
MARTIN MARIETTA CORPORATION, a
Maryland corporation
By: /s/ MARCUS C. BENNETT
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Name: Marcus C. Bennett
Title: Senior Vice President and
Chief Financial Officer
ATLANTIC SUB, INC., a
Maryland corporation
By: /s/ JOHN E. MONTAGUE
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Name: John E. Montague
Title: President
PARENT CORPORATION, a
Maryland corporation
By: /s/ JOHN E. MONTAGUE
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Name: John E. Montague
Title: Vice President and Treasurer
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