EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan of Merger"), dated as of June 5, 2000, is
among Cypress Capital, Inc., a Nevada corporation, and U.S. Crude, Ltd., a
California corporation (collectively "Constituent Corporations").
WHEREAS, U.S. Crude, Ltd., a California corporation, ("the parent"), as
owner of 100% of the issued and outstanding capital (common) stock of Cypress
Capital, Inc., a Nevada Corporation, and Cypress Capital, Inc. ("the
subsidiary") have agreed by written consent to the merger of U.S. Crude, Ltd.
with and into Cypress Capital, Inc.; and
WHEREAS, the respective Boards of Directors of the Constituent Companies
have each approved the merger of U.S. Crude, Ltd. into Cypress Capital, Inc. in
accordance with California Corporations Code and the Nevada Revised Statutes;
and
WHEREAS, this Plan of Merger shall be filed with Certificate of Ownership
with the Secretary of State of Nevada and in order to consummate the merger of
the Company with and into Parent; and
WHEREAS, the Constituent Companies have agreed to execute and file this
Plan of Merger as may be required under the Nevada Revised Statutes and the
California Corporations Code.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, Parent and the Subsidiary hereby agree as follows:
1. THE MERGER. At the Effective Time, in accordance with this Plan of
Merger, and the California Corporations Code and the Nevada Revised Statutes,
U.S. Crude, Ltd. shall be merged (such merger being herein referred to as the
"Merger") with and into Cypress Capital, Inc., the separate existence of the
Subsidiary shall cease, and Cypress Capital, Inc. shall continue as the
surviving corporation. Subsidiary hereinafter sometimes is referred to as the
"Surviving Corporation."
2. EFFECT OF THE MERGER. When the Merger has been effected, the
Surviving Corporation shall change its name to "U.S. Crude, LTD."; and the
Surviving Corporation shall thereupon and thereafter possess all the rights,
privileges, powers and franchises of a public as well as of a private nature,
and be subject to all the restrictions, disabilities and duties of each of the
Corporations; and all and singular, the rights, privileges, powers and
franchises of each of the Constituent Corporations and all property, real,
personal and mixed, and all debts due to either of the Corporations on whatever
account, as well for stock subscriptions as all other things in action or
belonging to each of such corporations shall be vested in the Surviving
Corporation; and all property, rights, privileges, powers and franchises, and
all and every other interest shall be thereafter as effectually the property of
the Surviving Corporation as they were of the Constituent Corporations, and the
title to any real estate vested by deed or otherwise, in any of such Constituent
Corporations, shall not revert or be in any way impaired by reason of the
Merger; but all rights of creditors and all liens upon any property of any of
said Constituent Corporations shall be preserved unimpaired, and all debts,
liabilities and duties of the respective Constituent Corporations shall
thenceforth attach to the Surviving Corporation, and may be enforced against it
to the same extent as if said debts, liabilities and duties had been incurred or
contracted by it.
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3. CONSUMMATION OF THE MERGER. The parties hereto will cause the Merger to
be consummated by filing with the Secretaries of State of Nevada and California,
Articles of Merger, a Certificate of Ownership, and this Plan of Merger in such
form as required by, and executed in accordance with, the relevant provisions of
the Nevada Revised Statutes and the California Corporations Code (the time of
such filing being the "Effective Time" and the date of such filing being the
"Effective Date").
4. ARTICLES OF INCORPORATION: BYLAWS: DIRECTORS AND OFFICERS. The Articles
of Incorporation and Bylaws of the Surviving Corporation shall be identical with
the Articles of Incorporation and Bylaws of Cypress Capital, Inc. as in effect
immediately prior to the Effective Time until thereafter amended as provided
therein and under Nevada Statutes except as to the Amendment to change the name
to U.S. Crude, Ltd.
5. CONVERSION OF SECURITIES. At the Effective Time, by virtue of the Merger
and without any action on the part of Peither Constituent Company or the holder
of any of the shares (the "Shares") of common stock, (the "Common Stock") of the
Company:
(1) Each Share issued and outstanding immediately prior to the Effective
Time shall remain as issued and outstanding common stock of the merged
companies without change, pro rata.
(2) Each Share which is held in the treasury of the U.S. Crude, Ltd. or
which is owned by any direct or indirect subsidiary of the Company
shall be canceled and retired, and no payment shall be made with
respect thereto.
(3) Each outstanding or authorized subscription, option, warrant, call,
right (including any preemptive right), commitment, or other agreement
of any character whatsoever which obligates or may obligate the Parent
to issue or sell any additional shares of its capital stock or any
securities convertible into or evidencing the right to subscribe for
any shares of its capital stock or securities convertible into or
exchangeable for such shares, if any, shall remain unchanged.
(4) Each share of Common Stock of U.S. Crude, Ltd. issued and outstanding
immediately prior to the Effective Time shall be converted into one
share, the Surviving Corporation.
(5) No Fractional Shares and no certificates or scrip representing such
fractional Merger Shares, shall be issued.
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6. TAKING OF NECESSARY ACTION: FURTHER ACTION. Each of Parent, and the
Subsidiary shall use all reasonable efforts to take all such actions as may be
necessary or appropriate in order to effectuate the Merger under Nevada Revised
Statutes, the California Corporation Code, or federal law as promptly as
possible. If, at any time after the Effective Time, any further action is
necessary or desirable to carry out the purposes of the Agreement and to vest
the Surviving Corporation with full right, title and possession to all assets,
property, rights, privileges, powers and franchises of either of the Constituent
Corporations, the officers and directors of the Surviving Corporation are fully
authorized in the name of their corporation or otherwise to take, and shall
take, all such lawful and necessary action.
IN WITNESS WHEREOF, the authorized officers of Cypress Capital, Inc. and U.S.
Crude, Ltd. have caused this Plan of Merger to be executed as of the date first
above written and further affirm and certify that the Resolutions authorizing
the merger pursuant to the Plan of Merger have been duly adopted by the Boards
of Directors of each company and that no vote of shareholders of either
constituent company is required under Nevada Revised Statutes or the California
Code.
U.S. CRUDE, LTD.
(A California corporation)
By:/s/Anthony Miller
_______________________________
President
CYPRESS CAPITAL, INC.
(A Nevada corporation)
By:/s/Anthony Miller
__________________________
President
