EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan of Merger"), dated as of _______________,
2000, is between The Art Boutique, Inc., a Wyoming corporation, and Kearney,
Inc., a Wyoming corporation (collectively "Constituent Corporations").
WHEREAS, The Art Boutique, Inc., the parent corporation, as owner of 100%
of the issued and outstanding capital (common) stock of Kearney, Inc., a Wyoming
Corporation, and Kearney, Inc., as the subsidiary, have agreed by written
consent to the merger of Kearney, Inc. with and into The Art Boutique, Inc.; and
WHEREAS, the respective Boards of Directors of the Constituent Companies
have each approved the merger of Kearney, Inc. into The Art Boutique, Inc. in
accordance with the Wyoming Statutes; and
WHEREAS, this Plan of Merger shall be filed with Articles of Merger with
the Secretary of State of Wyoming in order to consummate the merger of Kearney,
Inc. with and into The Art Boutique, Inc.; and
WHEREAS, the Constituent Companies have agreed to execute and file this
Plan of Merger as provided under the Wyoming Statutes.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, Parent and the Company hereby agree as follows:
1. The Merger. At the Effective Time, in accordance with this Plan
of Merger, and the Wyoming Statutes, Kearney, Inc. shall be
merged (such merger being herein referred to as the "Merger")
with and into The Art Boutique, Inc., the separate existence of
Kearney, Inc. shall cease, and The Art Boutique, Inc. shall
continue as the surviving corporation. The Art Boutique, Inc.
hereinafter sometimes is referred to as the "Surviving Corpora-
tion."
2. Effect of the Merger. When the Merger has been effected, the
Surviving Corporation shall retain the name "The Art Boutique,
Inc.," and the Articles of Incorporation in Wyoming shall not be
amended. The Surviving Corporation shall thereupon and there-
after 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
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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.
3. Consummation of the Merger. The parties hereto will cause the
Merger to be consummated by filing with the Secretary of State
of Wyoming, Articles of Merger and this Plan of Merger in such
form as required by, and executed in accordance with, the
relevant provisions of the Wyoming Statutes (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 Corpora-
tion shall be identical with the Articles of Incorporation and
Bylaws of The Art Boutique, Inc. as in effect immediately prior
to the Effective Time until thereafter amended as provided here-
in and under Wyoming Statutes.
5. Conversion of Securities. At the Effective Time, by virtue of
the Merger:
a. There will be no conversion of shares of
Kearney, Inc., because The Art Boutique, Inc.
owns 100% of the outstanding Kearney, Inc.
share, which will be retired at closing.
b. Each Share which is held in the treasury of the
either company or which is owned by any direct
or indirect subsidiary of the either company
shall be canceled and retired, and no payment
shall be made with respect thereto.
c. Each outstanding or authorized subscription, op-
tion, warrant, call, right (including any pre-
emptive 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 exchange
-able for such shares, if any, shall remain un-
changed and is specifically assumed by the
surviving corporation.
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d. No Fractional Shares and no certificates or
scrip representing such fractional Merger
Shares, shall be issued.
6. Taking of Necessary Action: Further Action. Each of Parent, and
the Company shall use all reasonable efforts to take all such
actions as may be necessary or appropriate in order to effect-
uate the Merger under Wyoming Statutes or federal law as prompt-
ly 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 Con-
stituent Corporations, the officers and directors of the Surviv-
ing Corporation are fully authorized in the name of their corpo-
ration or otherwise to take, and shall take, all such lawful and
necessary action.
IN WITNESS WHEREOF, The Art Boutique, Inc. and Kearney, Inc. have caused
this Plan of Merger to be executed as of the date first above written.
THE ART BOUTIQUE, INC.
(a Wyoming Corporation)
/s/ William A. Erickson
By:------------------------
President
KEARNEY, INC.
(a Wyoming corporation)
/s/ Ronald A. Shogren
By:------------------------
President
