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Title: |
Agreement and Plan of Merger |
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Date: |
2000 |
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Preview shows 7KB of 93KB total |
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Price: |
$51 |
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ID: |
#1063876 |
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<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>
AGREEMENT AND PLAN OF MERGER
among
GENERAL BEARING CORP.,
FISCO INDUSTRIES LTD.,
WORLD MACHINERY COMPANY
and
THE STOCKHOLDERS OF WORLD MACHINERY COMPANY SIGNATORY HERETO
Dated as of July 2, 2000
NY/286183.2
<PAGE>
This AGREEMENT AND PLAN OF MERGER, dated as of July 2, 2000, is
entered into by and among GENERAL BEARING CORP., a Delaware corporation
("Parent"), FISCO INDUSTRIES LTD., a New York corporation and a wholly owned
subsidiary of Parent ("Merger Sub"), WORLD MACHINERY COMPANY, a Delaware
corporation (the "Company") and those stockholders of the Company who are
signatories hereto (the "Company Stockholders").
W I T N E S S E T H :
WHEREAS, the respective Boards of Directors of Parent, Merger Sub
and the Company have approved the acquisition of the Company by Parent upon the
terms and subject to the conditions set forth in this Agreement and Plan of
Merger, including, without limitation, the exhibits attached hereto
(collectively, this "Agreement");
WHEREAS, the respective Boards of Directors of Parent, Merger Sub
and the Company have determined that it is advisable and in the best interests
of their respective shareholders for Merger Sub to merge with and into the
Company as set forth below (the "Merger") upon the terms and subject to the
conditions set forth in this Agreement, whereby each issued and outstanding
share of common stock, par value $1.00 per share, of the Company ("Company
Common Stock"), other than shares owned directly or indirectly by Parent, Merger
Sub or by the Company, will be converted into shares of common stock, par value
$0.01 per share, of Parent ("Parent Common Stock") in accordance with the
provisions of Article II of this Agreement;
WHEREAS, for federal income tax purposes, the Merger is intended to
qualify as a reorganization under the provisions of Section 368(a) of the United
States Internal Revenue Code of 1986, as amended (the "Code"), and
WHEREAS, Parent, Merger Sub and the Company desire to make certain
representations, warranties, covenants and agreements in connection with the
Merger and also to prescribe certain conditions to the Merger.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Parent, Merger Sub and the Company hereby agree as follows:
ARTICLE I.
THE MERGER
SECTION 1.1 The Merger. Upon the terms and subject to the
conditions set forth in this Agreement and the Delaware General Corporation Law
(the "DGCL"), Merger Sub shall be merged with and into the Company at the
Effective Time (as defined in Section 1.3) of the Merger. Following the Merger,
the separate corporate existence of Merger Sub shall cease, and the Company
shall continue as the surviving corporation (the "Surviving Corporation") and
shall succeed to and assume all the rights and obligations of Merger Sub in
accordance with the DGCL.
NY/286183.2
<PAGE>
SECTION 1.2 Closing. The closing of the Merger (the "Closing")
shall take place at 10:00 a.m. on a date to be specified by the parties which
shall be no later than the first business day after the satisfaction or waiver
of the conditions set forth in Article VI (other than those conditions that by
their nature are to be satisfied at the Closing, but subject to the fulfillment
or waiver of those conditions) (the "Closing Date") at such place as the parties
may mutually agree.
SECTION 1.3 Effective Time. On the Closing Date, the parties shall
execute and file in the office of the Secretary of State of Delaware a
certificate of merger (a "Certificate of Merger") executed in accordance with
the DGCL and shall make all other filings or recordings, and take such other and
further action as may be required under the DGCL. The Merger shall become
effective at the time of filing of the Certificate of Merger, or at such later
time as is agreed upon by the parties hereto and set forth therein (such time as
the Merger becomes effective is referred to herein as the "Effective Time").
SECTION 1.4 Effects of the Merger. The Merger shall have the
effects set forth in the DGCL.
SECTION 1.5 Certificate of Incorporation and By-Laws of the
Surviving Corporation.
(a) The Certificate of Incorporation of the Merger Sub as in effect
immediately prior to the Effective Time shall become the Certificate of
Incorporation of the Surviving Corporation after the Effective Time, and
thereafter may be amended as provided therein and as permitted by law and this
Agreement.
(b) The By-Laws of the Merger Sub as in effect immediately prior to
the Effective Time shall become the By-Laws of the Surviving Corporation after
the Effective Time, and thereafter may be amended as provided therein and as
permitted by law and this Agreement.
SECTION 1.6 Directors. The directors of the Merger Sub immediately
prior to the Effective Time shall become the directors of the Surviving
Corporation, until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be.
SECTION 1.7 Officers. The officers of the Merger Sub immediately
prior to the Effective Time shall become the officers of the Surviving
Corporation, until the earlier of their resignation or removal or until their
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