Tobacco Documents Online

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AGREEMENT OF MERGER ]~otv,'eell THE AMERICAN TOBACCO COMPANY (a New Jersey corporation) and the Directors thereof and AMERICAN CIGARETTE AND CIGAR COMPANY (a New Jersey corporation) and the Directors thereof ;!, For the merger of American Cigarette: and Cigar Company into The Ameriean To]meeo Company, pursuant to Chapler 12 of Title 14 of the Revised Slatutes of the State of New Jersey. ]'total oi tTL'lol~L,t" I~, I!/~,~

AGREEMENT OF IViERGEE AGREEMENT made and entered into this 16th day ef October, 1~3, by a~?d'~b-£tween¸ T~E A~CA~ TO.ACe0 CO~pA~7, a ¢or.ooration o[ the State of New jersey (heroine{tar some- times called "American"), and tee Directors thereof~ parties of the first part, and AMERZC.~N CI~ZTTE AND CmA~ CO~FANY, a eorporat[oa of the State o£ New 3ersey (hereinafter sometimes calIed "Cigarette"), and the Directors thereof, parties of ~he ~econd part, sald twe corporations bcinff herelnafter collectively calIed the '~Co~sdtuent Companies"; WEE~Ea~ Lhe pr~¢~pal and I'egis~ered ofiSce of American in the State of New Jelsey ls at No, 117 M~n S~reet, in the Borough of Flcmington, in the County o[ Hl~nterdon~ New Jersey, = a~d George P~o~vle~ L~rg~ {~ the- A~e~t [her~in, it1 charge there.{, atld ~po~ whoa1 prc~e~s against said corporation may be served wlthln said State; a~ld WIIEREAS, the principal and regis[ered office of Cigarette {n the State of New Jersey is at No. U7 Main S~reet, in the Borough o~ ]?Iemington, in the Cotmty of l-[unterdon, New ~ersey, and George .~<nowle~ La.rg~e is the Agent therein, ir~ chs,rge ~hereo[, arid upon whom proees~ agalns~ sa{d corporation may be served within said State; and "~VBEREAS, the authorized Capital Stock of American conslszs of 10,000,000 shares of Common Stock, p~r value $25 pe~ share, of which 6,454,1t0 shares are issued and outstandlng and 540~106 shares of ]?referred Stock, par value $100 per share, of wtdoh 526]997 shares ~re ~ssued mad W~IEREAS, the authorized Capital Stock of Cigare[te conslsts of 500,000 shares of Common Stock, par value $70 per share, of which 200,000 shares are issued a:~d outstanding, includlug 4~500 shares held in its Treasury aad also inc]ud{ng 1~,225 shares owned by American and 3,989 shares ~f Preferred Stock, par value $100 per share, of which 3,989 shares ~re iasued artd outstanding, including 3,230 shares owned by Americ~i~ ; and WTIER~tS, the above-mentioned corl)orafions are organized for the purpose of carrying on ht~s~nes8 of lhe same or of a slmll~a" Ilatlxi"¢; a.Ild W~ZaE.~S, the Boards of Directors of said corporations deem {t to ±he benefit and advantage of the Co~s~itttent Colnpanies anti their stockho]der~ t~nder pre£ently exlsting ci~¢ums£ance~ ~o enter iuto this Agreement of ~{~rger nnder and ptlrsuan~ ~o the provisions of Chapter 12 o~ Title I4 o~ the Revised Statates of New Jersey and Ac[s supplemeatary thereto or ame~datory the:eo~, Now. TI~NREFORE, it~ considergtion of the premises &ud nlufual ~oTee~llen~s, provlslons, cove- n,~n!s and grants herela eontai~e4, it is hereby agreed, by and between the pardea hereto, ~nd {u accordance with said Acts of tile Legisla~are of [he State of New Jersey, that ~,aid Cigarette shall he and the same hereby {s merged into said Amelican, and said Amer;can does hereby merge into itse]f said Cigarette. Arid the parties lle['e~o by these presents agree to arid prescribe dm tertn3 and conditions ol said Ilierger &lid ~he mode of currying the same into ~ect, wldch [erilis and colldi[{ons and ~llode ol carrying the sai!l¢ ~lfo at'feet ~he sahl Etrtles hel?tto do UlLltuaily and severa]ly eovenailt to observe~ keep ~nd petrOl-hi, tb'~ is ~o ~z~ : 1

ARTICLE I The American Tobacco Company, into which Cigarette is hereby merged, as aforesaid, shall be the corporation contlnulng after the merger and the name of the c~rporation shall be and remain the same. (Sald corporatlon shall hereinafter sometimes be referred to as the "Surv~ing Company"). ARTICLE II The number of the first Directors of the Surviving Company shall he nineteen (19) a~d thereafter the number of Directors ~hall be the number fixed from lime to time in the By-Laws of tile Surviviug Company. The names and post office addresses of the filst Directors of the Surviving C¢,mpany wlm shall hold o~ce until their ~uccessors are chosen or appointed according to the By-Laws of the Surviving Company are as follows: l~ames Orpheus D. Baxalps Alfred F. Bowden R~chard 5, Boylan Douglas W. Brashear Thomas P, Connors James R. Cooa John A. Crowe John S, Dowd A. Gordon Findlay Preston L. Fowler Charles Oanshow Paul M. Hahn I~iram R. Hanmer Edmund A. Harvey ~arry L, Hilyard John R, Hutehings, Jr. A. LeRoy janson William H. 0gsbury James F. StricMand post off'c@ Addresses Ill Fifth Avenue New York 3, New York ltI Fifth Avenue New York 3, New "fork 111 Fifth Avenue New York 3, New York F. O. Box 6-P R1chmond 16, Virginia I11 FKfh Avenue New York 3, New York 111 Fifth Avenue New York 3! New York ill Fifth Avenue New York 3, New York P. O. Box 808 Louisville I, Kentucky lll Fifth Avenue .... New York 3, New York 111 Fifth Avenue New Ydrk 3~ New York 111 Fifth Avenue New York 3, New York 111 ?~ifth Avenue Hew York 3, New York P. O. Box 417g Richmond 24, Virginia 111 Fifth Avenue New York 3, New York II 1 Fifth Avenue New York 3, New York Pettigrew & Blackwell Streets, Durlmm, North Carolina 111 Fiffll Avenue New York 3, New York Pettigrew & Blackwel[ Streets Durham, North Carolina PeRigrew & BIaekwel[ Streets, Durham, North Carolina

The first ofl~cers of tile Surviving Company shall be fourteen (14) in number aud shall be a President, five (5) Vice Presidents, one of whom shall also he the Comptroller, a Secretary, a Treasurer, an altdit~lr, two A~sistaut Atldltors, ~qn Assistant Secretary, an Ass~staut Treasurer and all Assistant lo the President, and their nanle~ and post-oftice addresses are as follows : O lllcerB Fresident Vice President Vice Fresldeut and Coruptroller Vice President Vice Fresideut Vice I'residcut Treasurer Auditor Assistant to the President Secretary Assistant Auditor Assistant Auditor Assistant Secretary Assistant Treasurer Name~ Paul lkL Itahn I~.ichard J. Boylau James R. Coon John A. Crowe l'rcston L. Fowler Ednmnd A, Harvey /larry L. Hilyard A LeRoy Janson AlIred F. Bowden John W. IIanlon J. Wesley Dale Edward D. Flaherty Frederick W. Kenny Joseph R. Waterhouse ARTICLE III The total authorized Capital Stock of the Surviving Company is and shall be ten ml]lion (10,(Yd0,000) shares ~,f Ccmmlml Stock of the par value of $25 per share and five hundred forty thousand one hundred six (540,106) shares of Freleired Stock of the par value of SI0t) per share. The Transfer Agm/t and the Registrar of the stock of the Surviving Company shall be the perscms or corpc~J~ltlolls designated as such from thue to time by rcsolutloli of the Board of Directors. Post-ot~ca Addresses ~' 111 Fifth Avenue New York 3, New York 111 Filth Avenue New York 3, New York lll Fifth Avenue New York 3, New York 111 Filth Avenue New York ,3, New York 111 Fiith Avenue New York 3, New York 111 Fifth Avenue New York 3, New York iII Fifth Avenue New York 3, New York 111 Filth Avenue New York 3, New York 111 Fifth Avenue New York 3, New York 111 Fifth Avenue New York 3, New York ill Filth Avenue New York 3, New York 111 Fifth Avenue ,7 New York 3,: New York 111 Fikh Avenue New York 3, New York 111 Fifth Avenue New York 3, New York ARTICLE 1V The Ag*eenlcnt aud Act of Merge~ and Consolidation of American, dated Septenlber 9, 1904, pursuant to ~l]llcll Aulelicau was created, as such f~g/eelllel/t Ol Seplenlber 9, 1904 has heretofore heen anlendcd, shall, upon tile dale ou which tile merger becomes effective under the laws o~ the Stale of New Jcrse), be decnled to be anlended further by rids Agreenlent insofar as su¢~l Agree- lUelIt of Septelllllel 0, ]d0[, ~ heretofore alnended, is illconsistcllt with ~ny prov~$ioll Of this Agreeluent, ARTICLE V The l{y Lau's of the Snrl'i~inff Conlpany shall be the l~y-Law$ of American as those shall t'xist on the eflecti~e date of tile merger tlntil altered, anlended or repealed as therelu provided, 3

ARTICLE VI The maturer of converting tim Capital Stock of the Constituent Companies into the Capital Stock of the Surviving Company shaIl be as follows: (a) Each share of Common Stock, par value $70 p& share, of Cigarette whlch shall he issued and outstanding on the effective date of the merger (excluding any shares then held Jn the Treasury of Cigarette and excluding any shares then owned by American, which shares shall cease to exist and the certificates representing such shares shall he canceled) shall be converted into~ (~) shares of Common Stock, par value $25 per share, of the Surviving Company and each share of Preferred Stock, par value $I00 per share~ of Cig~.rette which slmll be i~ued and outstanding on ffle effective date of lhe merger (excluding any shares then held in the Treasury of Cigarette and excluding any shares then owImd by Americas, which shares shall cease to exist and the certificates representing such shares shall be canceled) shallbe converted intot~ shares of Preferred Stock, par value $100 per shave, of the Survivin~ Company; and O',~x~Cmt 2~ (/ ~a) (b) Each share of Common Stock of American, pax- valne $25 per share, issued artd outstanding on the effective date of the merger shall continue to be one share of Common Stc~ek, par value $25 per share, of the Smvivlng Company and rack share of Preferred Stock of American, par value $100 per share, issued and outstanding on the eFlec~ive date of the merger shah continue to be one share of Preferred Stock, par value $100 per share, of tile SurvlvirLg Company: and (e) After the effective date of the merger each holder of an outstandlng certificate or certificates representing shares of Common Stock, par value $70 per share, of Cigarette skali sltrTender the same to the Snrvlving Company and such. holder shall be entitled upoa such surrender to receive ht e~Clla~lge there[or a certificate or certificates represelttitlg l ~L~(~llares of Common Stcmk, par value ~er sharel of the Surviving- Company 7 for e~cll share of Common Stock of Cigarette:~o'surren<[ered. Until so surrendered, each i L7 outstanding certificate which, prior to the effective date of the merger represented share~ i of Common Stock, par value $70 per sbarG of Cigarette, shall be deemed for alI corporate purpose*s, other than voting and the payment el dividends or other dlstril)ufions, to evidence the ownership of the shares o~ Com~non StI?ck, par xalue $25 per share, of the Survivitlg Company into which such shares have been so converted. Unless and until any such outstanding certificates shall be so surrendered, the holders thereof shall have no voting rights in respect thereof and no dividend or other distribution payable to tile holders of record of Common Stock 6f the Surviving Company as of any date subsequetlt t~ the effective date of the merger shall be paid to the holders of stlch outstanding certificates, but upon such surrender of an), such outstanding certigcate or certi~cates Lhere shall be pa~d to the record holder el the certificate er certificates for Common Stock of the Surviving Company issued in exchange therefor the amount of dividends or other distributions which theietolore became payable with ~especl lo the number of shares of Common Stock of the Suryiving Cbmpany represented by the certificate or certificates so issued in exchange. (d) After the effective date of the merger each holder of an outstanding certificate or certificates representing shares of Prefet~:ed Stock, par Yahle $100 per share, of Cigarette shall surrender tile same to the Surviving Conlpany and such holder shall be entitled upon 8nch surrender to receive in exchange therefor (subject to tile provisiQns of subdivision (e) hereof with respect to hactional shares) a eertificate or certificates repre3enting ~ o-~)~d~ ~vd'~ shares of Preferred Stock, par value $100 pet" share, of tire Surviving Company for each ( ~ 5 share of Preferred Stock of Cigarette so surrendered. Until so snrrendered, rack outskanding q' certificate which, prior to the effective date of the merger represented shares of Preferred Stock, par xalue $100 per share, of Cigarette, shall be deemed for all corporate purposes, other than vo inQ a I t e paynten~ of dividends or oLhei distributions, to evidence the ownership of the shares of Preferred Stock, par value $100 per share, of the Surviving Conlpany into which 8ach shares have beret so converted. Unless and until any such 4

outstanding certificates shzll l)c so surrendered, tbe holders thereof shMl Imve ~o v~tlng rights in respect thereof and no divldcnd or other distr{bution payable to the holders of record of Preferred Stock oi the Surviving Company as of any date s~bscquent to the effective date of tbe merger shall be paid Lo the holders of such outstanding certificates, but upon such surrender of an). such outstanding certificate or certificates there shah be pa~d to tbe record holder of the certificate or certificates for Preferred Stock of the Su~y'~vlng Company issued in exchange therefor the amount of dividends or other dlstrlbutions which thereto[ore became p~yable with respect to Lhe number of sh~res of Preferred Stock of the Surviving Company represented by the certificate or certificates so ~ssued in exchai~ge. (e) No fractional shares of stuck shall be issued by the Surv~ving Company in respect of ~ock of Cigarette, but each bolder of shares of Pie[elled Stock of Cigarette entitled hereunder to rccclve a fraction of a ~hare ol Preferred Stock of the Surviving Company. shall receive for each such ~raction of a share a non-voting, non dividend and non-distribution paylng Scr{p Certificate of the Survlv[~g Company lot the ~ractfott of a share af Preferred Stock to which hc is entitled. Each Scrip Cetti~cate will entitle the holder (including the Surviving Company if it shaU have acquired the same) of such Scrip Certificate to receive, on sin-render [hereol within two years Rfter the date on which ~he merger becolne$ ~ic~ctivc, together w~tb olhel¸ Sclip Certidcates of llke tenol, representing in the aggregate rights in respec~ of one or more ~IIl shares o~ Preferred Stock of tile Surviving ~otnp~ny, certi~c;ites for shares ol Preferred Stock of the S~rvlving Company equal to the nmnber of full shares of Prefe~ed Stock in respect of ~.hi~h ~uch Scrip Certi~eates were ~ed ~nd ~he ~z~e~nt o~ divldcnds and other distribuSons tberetofnre declared in respect ol such full shares and new ~crlp Cer~ificaLes of a ]ike tenor for the remaining fraction of a ~h~re, if any. All such Scrip Ccrtifcates which are not surrendered with{n the time aforesald shall bc void and o~ ~io ~ffec~ ~vhat.~oever on and after a d~te which sha[l b~ two ycRrs a~ter the dR%e o11 which the merger is effective (hcreit~fter refe~xed~9 a~ ~h~e~piraHon date") ~xcept that the holders thereof shall be.cntitled to recelve within¸ tree.ears-and ten months after the expiration date ~hclr ~ro mt~ portlon of the procec~g ~c~hl~n~{r%~-the safe of~hc ¸full share~ _ of Preferred Stock represented hy the theretofore unsurrende~crip Ccrtlfcates, together wlth ~heir p~o r~Ic share of dividends and other distr{buS0hs theretolore declared in respect of such full shares ~pon surrender of such Scrip Cert~ffcatcs~uch sale shall be made within onc hundred clghty days after the explratlon dat~(publicly or prlvat~y at then ~-- currently preva~Hng market prices) by the Surviving C~rn~-lhe t~ans~er a~o~nt o£ the shar~ with respect to which such Scrip Certificates w4fe i~sued, as the agent for and on behalf of the holders of such Scrip Certificates, or, at the eleetlon of the Survlvlng Company, may be ~ade to the Stlr~-ivlng Company ~t a pr~c equal to the average closing price of the stock on the New York Stock ~xchange [or the f~yenty full business days hmnedlately following the expiration date. Any proceeds resulting frum such sale not claimed witbiu such two )rear and ~en month period shall be paid by the transfer age~It to the Surviving Company and be held by the Surv~vlng Company as part of its general funds free and clear ol any claim of those previously entitled tbereto. The share~ of stock of the Survlving Company represented by Scrlp CerHficates shall be issued upoi~ tbc merger b~eomlng effective aud shall be held and dlsposed of by the Surviv{ng Company or, at its option, by au ageut d~s~gnated by it, as ~ereln provided. ARTICLE VII ~xccpt insofar as in this Ag, eement othe*~vise specifically set forth, ar as provided by statute, the corporate name, purposes, powers, objects, franch{ses, entit)% existence, ldgil ls ;tnd orgm~izat{on of American shall remaln h/tact arid be vested in the Surviving Company, and the corporate franchlse, entity, existence and rlgbts of Cigarette shall be conthlued in and merged into the Survivlng ~ompany, and lbe Surviving Company shall be full)- vested tberewilb, and upon tile filing' hl the Office of the Secretary of State of N'ew ]eisey of thLs Ag*eement, when adopted by tbe stochhoIders of each Constituent Company as berchla{~er provided, the organization and 5

existence of said Cigarette ahaff cease, except insofar as the sonic 8hap continue by statute or may be requishe for carrying out the purposes ni this Agreement. ARTICLE VIlI Upon the effective date of the merger herein provided for, all and singular the rights, privileges. powers and franchises of each of the Constituent Companies, both of a public and private nature, and all property, real, personal and mixed, and all debts due on whatever accounts, as well Ior stock sabseriptiollS as all ether things ia action, belonging to each of sold Constituent Companies shall be vested in the Survivinff Company wlthoul f~rtber act or need as effectually as they were ~ested in the Consfituent Companies; and nil and every other interest of the Constituent Com- panies shall hereafter be as effectually the property of the Surviving Company as they were of the Constituent Companies; and the title to any and all real estate, whether by deed or otherwEe, %'ested in either of said Constituent Companies shMl not revert or be in any way impaired by reason of the said merger; and all rights of creditors and all lien~ upon the property of the Constituent Companies shall be preserved unimpaired; and the Constituent Companies, parties hereto, may be deemed to continue in existence in order to pr~efve the same; and all debts, liabilities, restrictions and duties of the Constituent Companies shall forthwith attach to the Surviving Company and may be enforced against it to the same extent as if said debts, llabililie% r~strictlnns and duties had been incurred or contracted by it, it hclng expressly provided that the merger of the Constituent Cmnpanies shall not in any manner impair the rlgbts of any creditor or credhors of either of the Cc.:~stiluent Companies. If at any time the S~rviving Company shalt deem or be advised that any further assigItments, assurances in the law. or things are necessary or deairable to vest in the Surviving Company the title to any property of the Consthuent Companies, the Constituent Companies and their proper officers and directors shalI and will execute all proper assignments and assurances iil the law, and do aII firings necessary or proper to vest title to such property in the Surviving Company and otherwise to carry out the purposes of this ~reemept. -- ........ f ~t is expressly declared and American hereby covenants flint the SurvlvJag Company shall he subjee~ to the remedies and liabilities in such case prescrlbe¢[~n the said Chapter I2 of Title 14 of the Revised S~.atutes of New Jersey and the several s~pplements to and amendments thereof, " and shall be entitled to all of the rlghts, powers, priviIeges and immunities accorded to a corpo- ratign organized under ~ald Act, and the several supplements to and amendments thereof7 -~hetber " now or hereafter ellaeted. ARTICLE IX The Sure!ring Company sha[l pay all e.xpense~s of this merger. ARTICLE X The Surviving Company re~erven the right %o amend, affer~ Change or repeat any provision contained in the Agreement and Act of ~{erger and Consoliftation, dated September 9~ 1904. pursuant to which .A-llleriean was created, as sash Agreeznent of September 9, 1904 has heretofore been ~mended and as amended by ~h~s Ag~eenlent, or contained in this Agreement, in the manner now or hereafter prescribed by statut% and all rights conferred upon stockholders of the Survlvlng Company are granted subject to this reservak{on. ARTICLE Xl This Agreement shall be submitted to tbe stockholders el each of tile Constituent Companies as provided by law and shall take effect and be deemed and taken to be the agreement and act of merger of the Constituent Companies upon the adoption thereof by the votes of the holders of t~vo thirds oF all file capital stock of each of the Coustitutent Companies and upon the donig of such other acts and things as shaU be required by Chapter 12 ni Title id el the Revised Statutes of New Jersey and the several supplements thereto and acts alnelldator~ thereof. 6

IN WITNESS I~I~IIF.RFDF, said Constituent Companies, parties ~.o this AgreemenL have caused their respective corporate seals to be hereunto afftxed and these preseuts to be slgneO, by their respective Presidents or one of lhclr respective Vice Presidents and attested by their respective Secretaries or Assistant Secretaries, all thereunto duly authorized, and the Directors of each of said Corporations have hereunto set their hands aud seals as of the day and year ~rst above mentioned` r~ THE AMERI¢&I~ TOBACCO COMPANy By ................................................................ PAUL M. HAHN President rlIE AMERICAN TOBACCO COMPANy CORPORATE SEAL ATTEST : JoHn W, HANLON Secretary Signatures of Directors of The American Tobacco Cotnpaay: ............................................... (L, S.) (Orpheus D. Baxaly~} ............................................................... (L.S.) (Patti M, Hahn) ..................... ......................................... (L. S.) (Alfred F, Bowden) ............................................... (L. S.) (Hiram R. Hanm~r) .............................................. (L. S.) (Richard J. Boylan) ............................................................... (LS.) (Edmuad A, Harvey) ................................ (L. SO (Douglas \V. llrash©ar) ...................................................... (L. S.) (Harry L Hilyard) .............. (L. S,) ('1 homas p Colmors} ............................................ (L. S.) (John R. Hut chlags, Jr,) ................ (L.S.) (James R, Coon} ............................................. (L. S.) (A, LeRoy Jansoa) .............. (L. S.) (John A. Crowe) .................................. (L. s.) (William It. Ogsbul~ ) • ....................... (L, S.) (]olin S, Dowd) ................................. (L. S.) (James F, Striekland) ........................... (L.S,) ( Preston I,. Ft~wler ) 7