PLAN AND AGREEMENT OF MERGER
BETWEEN
CELTIC INVESTMENT, INC.
(an Illinois corporation)
and
CELTIC INVESTMENT, INC.
(a Delaware corporation)
This Plan and Agreement of Merger made and entered into this ____ day
of January 1998, by and between Celtic Investment, Inc., a Illinois corporation
(herein sometimes referred to as the "Illinois Corporation" or "Surviving
Corporation"), and Celtic Investment, Inc., a Delaware corporation (herein
sometimes referred to as the "Delaware Corporation"), said corporations
hereinafter sometimes referred to jointly as the "Constituent Corporations."
W I T N E S S E T H
WHEREAS, the Illinois Corporation is a corporation organized and
existing under the laws of the State of Illinois, its Articles of Incorporation
having been filed in the office of the Secretary of State of the State of
Illinois on or about April 16, 1997; and
WHEREAS, the total number of shares of common stock which the Illinois
Corporation has authority to issue is 25,000,000 of which 500 shares are now
issued and outstanding, all of which are owned by the Delaware Corporation; and
WHEREAS, the sole purpose of the merger agreed to herein is to change
the domicile of the Delaware Corporation to the State of Illinois; and
WHEREAS, the Delaware Corporation is a corporation organized and
existing under the laws of the State of Delaware, its Certificate of
Incorporation having been filed in the office of the Secretary of State of the
State of Delaware on the ____ day of ________, 19__, and a Certificate of
Incorporation having been issued by said Secretary of State on that date; and
WHEREAS, the aggregate number of shares of common stock which the
Delaware Corporation has authority to issue is 25,000,000 of which 4,406,477
shares are presently issued and outstanding and entitled to vote on the Plan and
Agreement of Merger; and
WHEREAS, the Board of Directors of each of the Constituent Corporations
deems it advisable that the Delaware Corporation be merged into the Illinois
Corporation on the terms and conditions hereinafter set forth, in accordance
with the applicable provisions of the statutes of the States of Illinois and
Delaware respectively, which permit such merger;
NOW THEREFORE, in consideration of the premises and of the agreements,
covenants and provisions hereinafter contained, the Illinois Corporation and the
Delaware Corporation, by their respective Boards of Directors have agreed and do
hereby agree as follows:
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ARTICLE I
The Delaware Corporation and the Illinois Corporation shall be merged
into a single corporation, in accordance with applicable provisions of the laws
of the State of Delaware and of the State of Illinois, by the Delaware
Corporation merging into the Illinois Corporation, which shall be the Surviving
Corporation. Such merger shall be effective on the date Articles of Merger are
filed in the State of Illinois.
ARTICLE II
Upon the merger becoming effective as provided by the applicable laws
of the State of Delaware and of the State of Illinois (the time when the merger
shall so become effective being sometimes herein referred to as the "Effective
Date of the merger") the following shall occur:
1. The two Constituent Corporations shall be a single corporation,
which shall be the Illinois Corporation as the surviving corporation, and the
separate existence of the Delaware Corporation shall cease except to the extent
provided by the laws of the State of Delaware applicable to a corporation after
its merger into another corporation.
2. The Illinois Corporation shall thereupon and thereafter possess all
the rights, privileges, immunities and franchises, of a public or a private
nature, of each of the Constituent Corporations. All property, real or personal,
and all debts due on whatever account, including subscriptions to shares, and
all other choses in action, and all and every other interest of, or belonging
to, or due to each of the Constituent Corporations, shall be taken and deemed to
be vested in the Surviving Corporation without further act or deed; and the
title to all real estate, or any interest therein, vested in either of the
Constituent Corporations shall not revert or be in any way impaired by reason of
the merger.
3. The Illinois Corporation shall thenceforth be responsible and liable
for all of the liabilities and obligations of each of the Constituent
Corporations. Any claim existing or action or proceeding pending by or against
either of the Constituent Corporations may be prosecuted to judgment as if the
merger had not taken place, or the Surviving Corporation may be substituted in
its place, and neither the rights of creditors nor any liens upon the property
of either of the Constituent Corporations shall be impaired by the merger.
4. The aggregate amount of the net assets of the Constituent
Corporations which was available for the payment of dividends immediately prior
to the merger, to the extent that the value thereof is not transferred to stated
capital by the issuance of shares or otherwise, shall continue to be available
for the payment of dividends by the Surviving Corporation.
5. The Bylaws of the Illinois Corporation as existing and constituted
immediately prior to the effective date of merger shall be and constitute the
bylaws of the Surviving Corporation.
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6. The directors and officers of the Surviving Corporation shall, at
the effective date of the merger be as follows:
Douglas P. Morris President/Director
Frank Lucchese Chief Financial Officer
Larry Meek Director
Pam Davis Director
Reese Howell, Jr. Senior Vice President/Secretary/Director
ARTICLE III
The Articles of Incorporation of the Illinois Corporation shall be
amended to change the name of the Illinois Corporation.
ARTICLE IV
The manner and basis of converting the shares of each of the
Constituent Corporations into shares of the Surviving Corporation is as follows:
1. The 500 shares of stock of the Illinois Corporation now owned and
held by the Delaware Corporation shall be canceled and no shares of stock of the
Illinois Corporation shall be issued in respect thereto, and the capital of the
Illinois Corporation shall be deemed to be reduced by the amount of Five Hundred
Dollars ($500) the amount represented by said 500 shares of stock.
2. Each shares of the Delaware Corporation shall be converted into one
fully paid and nonassessable share of capital stock of the Illinois Corporation.
No fractional shares shall be issued in the merger and any fractional shares
shall be rounded up to the next whole number.
After the effective date of the merger, each owner of an outstanding
certificate or certificates theretofore representing shares of the Delaware
Corporation shall be entitled, upon surrendering such certificate or
certificates to the Surviving Corporation, to receive in exchange therefor a
certificate or certificates representing the number of shares of stock of the
Surviving Corporation into which the shares of the Delaware Corporation
theretofore represented by the surrendered certificate or certificates shall
have been converted as hereinbefore provided. Until so surrendered, each
outstanding certificate which, prior to the effective date of the merger,
represented shares of the Delaware Corporation shall be deemed, for all
corporate purposes, to represent the ownership of the common stock of the
Surviving Corporation on the basis hereinbefore provided. The shareholders of
the Delaware Corporation shall be entitled to such dissenting shareholder rights
as are provided by the corporation law of the State of Delaware.
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ARTICLE V
The Delaware Corporation shall pay all expenses of carrying this Plan
and Agreement of Merger into effect and accomplishing the merger herein provided
for.
ARTICLE VI
If at any time the Surviving Corporation shall consider or be advised
that any further assignment or assurance in law is necessary or desirable to
vest in the Surviving Corporation the title to any property or rights of the
Delaware Corporation, the proper officers and directors of the Delaware
Corporation shall, and will execute and make all such proper assignments and
assurances in law and do all things necessary or proper to thus vest such
property or rights in the Surviving Corporation, and otherwise to carry out the
purposes of this Plan and Agreement of Merger.
ARTICLE VII
This Plan and Agreement of Merger has been submitted to and approved by
the shareholders of each of the Constituent Corporations, as provided by law,
and shall take effect upon the filing of Articles of Merger with the Secretary
of State of the State of Illinois. Anything herein or elsewhere to the contrary
notwithstanding, this Plan and Agreement of Merger may be abandoned by either of
the Constituent Corporations by an appropriate resolution of its board of
directors at any time prior to its approval or adoption by the shareholders and
stockholders thereof, or by the mutual consent of the Constituent Corporations
evidenced by appropriate resolutions of their respective boards of directors, at
any time prior to the effective date of the merger.
IN WITNESS WHEREOF, the Illinois Corporation and the Delaware
Corporation, pursuant to the approval and authority duly given by resolutions
adopted by their respective boards of directors and shareholders have caused
this Plan and Agreement of Merger to be executed by the President of each party
hereto.
Celtic Investment, Inc. Celtic Investment, Inc.
a Delaware corporation a Illinois corporation
By /s/ Douglas P. Morris By /s/ Douglas P. Morris
Douglas P. Morris, President Douglas P. Morris, President
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