Exhibit 99(a)
ARTICLES OF MERGER
MERGING
PIONEER ACQUISITIONS OF LANCASTER, INC.
INTO
PIONEER COMMUNICATIONS, INC.
ARTICLES OF MERGER executed this 29th day of May, 1997, by
and between Pioneer Communications, Inc. and Pioneer
Acquisitions of Lancaster, Inc., both of which are Wisconsin
corporations pursuant to Sections 180.1101 through 180.1106 of
the Wisconsin Business Corporation Law.
ARTICLE I
The Board of Directors of Pioneer Communications, Inc., in
accordance with its Articles of Incorporation and Bylaws and
the Wisconsin Business Corporation Law, adopted as of May 28,
1997, resolutions approving, in accordance with Section
180.1103 of the Wisconsin Business Corporation Law, an
agreement and plan of merger (the "Plan of Merger") as follows:
AGREEMENT AND PLAN OF MERGER
Parties to Merger. The names of the corporations
proposing to merge are Pioneer Communications, Inc. ("Pioneer")
and Pioneer Acquisitions of Lancaster, Inc. ("Pioneer
Acquisitions"). The surviving corporation shall be Pioneer
Communications, Inc.
1. Effective Time. The Effective Time of the merger
("Effective Time") will be 12:01 a.m. on June 1, 1997.
2. Corporate Existence. Upon completion of the merger,
the separate existence of Pioneer Acquisitions will cease
except insofar as otherwise specifically provided by law. The
corporate identity, existence, purposes, powers, franchises and
rights of Pioneer will continue unaffected and unimpaired by
the merger.
3. Articles of Incorporation. From and after the
Effective Time, the Restated Articles of Incorporation of
Pioneer as in effect immediately prior to the merger shall
remain as the Articles of Incorporation of the surviving
corporation and shall remain in full force and effect until
amended as provided by law.
4. Bylaws. From and after the Effective Time, the
Restated Bylaws of Pioneer shall become the Bylaws of Pioneer
Communications, Inc. and shall thereafter remain in force until
they shall be altered, amended or repealed as therein provided.
5. Conversion of Shares.
a. Each then outstanding share of common stock,
$.01 par value, of Pioneer, which shall not be deemed to
include any share then held in its treasury, shall by virtue of
the merger and without any action on the part of the holder
thereof, be converted into four (4) outstanding shares of no
par value common stock of Chorus Communications Group, Ltd., a
Wisconsin corporation (herein referred to as "Chorus") and the
sole shareholder of Pioneer Acquisitions, whereupon each such
share of Pioneer common stock so converted shall be deemed to
be a share acquired by Pioneer and held in its treasury. Each
such share of Chorus common stock so issued shall thereupon be
fully paid and nonassessable, except as provided under
sec.180.0622 of the Wisconsin Business Corporation Law.
b. The then outstanding shares of common stock of
Pioneer Acquisitions shall by virtue of the merger and without
any action on the part of Chorus, be converted into a number of
shares of Pioneer transferred from those deemed acquired by
Pioneer and held in its treasury pursuant to subsection a.
above, equal to the number of shares of Chorus common stock
issued pursuant to subsection a. above. Each such share of
Pioneer shall thereupon be fully paid and nonassessable, except
as provided under sec. 180.0622 of the Wisconsin Business
Corporation Law.
c. All shares of Pioneer thereafter remaining in
its treasury shall be cancelled.
d. Following the Effective Time, each holder of an
outstanding certificate or certificates theretofore
representing shares of Pioneer common stock shall be required
to surrender the same to Chorus for cancellation or transfer,
and each such holder or transferee will be entitled to receive
certificates representing the number of shares of Chorus common
stock as the shares of Pioneer common stock previously
represented by the stock certificates surrendered. Until so
surrendered or presented for transfer, each outstanding
certificate which prior to the Effective Time represented
Pioneer common stock shall be deemed and treated for all
corporate purposes to represent the ownership of the same
number of shares of Chorus common stock as though such
surrender of transfer and exchange had taken place.
6. Terminating and Abandonment. Anything to the
contrary notwithstanding, this Plan of Merger may be terminated
and abandoned at any time prior to the Effective Time by joint
action by any of the officers of Pioneer Acquisitions and
Pioneer.
ARTICLE II
The Board of Directors of Pioneer Acquisitions, in
accordance with its Articles of Incorporation and Bylaws and
Section 180.0704 of the Wisconsin Business Corporation Law,
adopted on May 28, 1997, resolution by unanimous written
consent approving the foregoing Plan of Merger.
ARTICLE III
1. Chorus, owner of all of the outstanding common stock
of Pioneer Acquisitions, consisting of 100 shares with $1.00
par value, in accordance with the Articles of Incorporation and
Bylaws and Section 180.0704 of the Wisconsin Business
Corporation Law, adopted on May 27, 1997, resolutions approving
the foregoing Plan of Merger. Such unanimous approval
constitutes more than the requisite affirmative vote of the
holders of a majority of shares entitled to vote on the
proposal as provided in Section 180.0721 of the Wisconsin
Business Corporation Law.
2. Pioneer, in accordance with its Articles of
Incorporation, Bylaws and Section 180.1103 of the Wisconsin
Business Corporation Law, submitted the Plan of Merger to
holders of the Company common stock on May 16,1997. Pioneer
common stock is the only class of common stock outstanding and
entitled to vote. With respect to the common stock
outstanding, the requisite affirmative number of votes, and the
number of shares voted for and against the Plan of Merger are
as follows:
Total No. of Requisite No. of
Shares Entitled Affirmative Number Voted
to be Voted Votes for Approval For Against
173,140 86,571 123,596 18,433
ARTICLE IV
The laws which are to govern the surviving corporation are
the laws of the State of Wisconsin.
IN WITNESS WHEREOF, each of the undersigned corporations
has caused these Articles of Merger to be executed by its duly
authorized officers as of the day and year first written above.
PIONEER COMMUNICATIONS, INC.
(Corporate Seal) By:/s/ Douglas J. Timmerman
Douglas J. Timmerman, President
Attest:/s/ G. Burton Bloch
G. Burton Bloch, Secretary
PIONEER ACQUISITIONS OF
LANCASTER, INC.
(No Corporate Seal) By: /s/ Douglas J. Timmerman
Douglas J. Timmerman, President
Attest:/s/ G. Burton Bloch
G. Burton Bloch, Secretary
This document was drafted by:
Daniel T. Hardy
Axley Brynelson
2 East Mifflin Street
P.O. Box 1767
Madison, WI 53701-1767