HomeMy WebLinkAbout872837RECEIVED
RECORDING REQUESTED BY/ LINCOLN COW",ITY CLERK
PREPARED BY/AFTER
RECORDING RETURN TO: 8 7 2 8 3 7 01 P'7 t 21' ; h i i 8' 2 6
SMI/Attn. Sherry Doza y
P.O. Box 540817 J E A 1 ~i N E G E R
Houston, Texas 77254-0817 K Mltllf RE11`4 4"tYONIING
Tel. (800) 795-5263
1300463-PR PAGE U Q 7
AGREEMENT OF MERGER OF CROSSLAND MORTGAGE
CORP. AND WELLS FARGO HOME MORTGAGE, INC.
465 2101
0003694
WY, Lincoln
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RECORDING REQUESTED BY/
PREPARED BY/AR
RECORDING RE N TO:
SMUAttn. , oza
P. O. Box 540 Houston, as 77254-0817
Tel. (800 5-5263
01/31/01 MAIM lJ&W?9
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AGREEMENT OF MERGER OF CROSSLAND MORTGAGE
CORP. AND WELLS FARGO HOME MORTGAGE, INC.
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ANY PROVISIONS HEREIN WHICH RESTRICT THE SALE, RENTAL
OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF
COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER
THE FEDERAL. AW.
r
A CERt PMDi COPS ` f
F 1 ~,~2001
AT'T`EST: `AP
BE FIRLY B. KAUFMAN, County Clerk_
Harris `County, Texas
Deputy
CU
W172u
CS~~p~~ Pll~d~~ .
F a
I, BILL JONES, Secretary of State of the State of California,
hereby certify:
That the attached transcript of _ b page(s) was
prepared by and in this office from the record on file, of
which it purports to be a copy, and that it is full, true
and correct.
SedState Form CE-108 (rev. 8188)
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of
the State of California this day of
JAN 2 9 2001
•
Secretary of State
ANY PROVISIONS HEREIN WHICH RESTRICT THE SALE, RENTAL
MUSE OF THE DESCRIBED REAL PROPERTY BECAUSE OF
COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER
THE FEDERAL LAW.
A CER'f,F&D COPY
AT~'F- ST: APR 12 2001
BEVEL L,Y B. KA.UFMAN, County Clerk
Harris County, Texas
'7Deputy
CUC T LIEN
(199
SECRETARY OF STATE
50558482
L1~a r~.
FILEU V-4
p~ In the Office of the Secretary of State
V q -~q 22 2 $ U 2v of the State of CoNafnia
AGREEMENT OF MERGER JM 0 12001 010
OF Q~
CROSSLAND MORTGAGE CORP.
AND BILL JON"ES~stary of State
WELLS FARGO HOME MORTGAGE, INC.
AGREEMENT OF MERGER entered into on November 30, 2000 by Crossland Mortgage Corp.
and Wells Fargo Home Mortgage, Inc. as approved by the Board of Directors of each of said
corporations:
1. Crossland Mortgage Corp., which is a corporation incorporated in the State of Utah, and
which is sometimes thereinafter referred to as the "disappearing corporation", shall be merged
with and into Wells Fargo Home Mortgage, Inc., which is a corporation incorporated in the State
of California, and which is sometimes hereinafter referred to as the "surviving corporation". The
laws of the jurisdiction of incorporation of the disappearing corporation permit the merger of a
business corporation. of said jurisdiction with and into a business corporation of another
jurisdiction.
2. The separate existence of the disappearing corporation shall cease upon the effective date of
the merger in accordance with the provisions of the laws of the jurisdiction of incorporation of
said corporation.
3. The surviving corporation shall continue its existence under its present name pursuant to the
provisions of the General Corporation Law of the State of California.
4. The Articles of Incorporation of the surviving corporation upon the effective date of the
merger in the State of California shall be the Articles of Incorporation of said surviving
corporation and shall continue in full force and effect until amended and changed in the manner
prescribed by the provisions of the General Corporation Law of the State of California.
5. The bylaws of the surviving corporation upon the effective date of the merger in the State of
California shall be the bylaws of said surviving corporation and shall continue in full force and
effect until changed, altered or amended as therein provided and in the manner prescribed by the
provisions of the General Corporation Law of the State of California.
6. The directors and officers in office of the surviving corporation upon the effective date of the
merger in the State of California shall continue to be the members of the Board of Directors and
the officers of the surviving corporation, all of whom shall hold their directorships and offices
until the election, choice, and qualification of their respective successors or until their tenure is
otherwise terminated in accordance with the bylaws of the surviving corporation.
CA BC D-:AGREEMENT OF MERGER LF F>D 11/96-1 (#537)
ANY PROVISIONS HEREIN WHICH RESTRICT THE SALE, RENTAL
OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF
COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER
THE FEDER~A~ I AW~
A CER. VELD COPY.
1.2 2001
AT..MST:
BEVEktLY'` 3. KAUFMTN,, County Clerk.
Harris &)unty, Texas
,
Deputy
CUC T. EN
7. Each of the issued and outstanding shares of the disappearing corporation shall,
upon the effective date of the merger, be exchanged for cash in the manner prescribed
in Exhibit A attached hereto, and each of said shares shall be retired and cancelled..
The issued shares of the surviving corporation shall not be converted.4r exchanged
in any manner or any consideration be paid therefor.
8. In the event that the merger herein provided for shall have been fully authorized in accordance
with the provisions of the laws of the jurisdiction of incorporation of the disappearing corporation
and in accordance with the provisions of the General Corporation Law of the State of California,
the disappearing corporation and the surviving corporation hereby agree that they will cause to be
executed and filed. and/or recorded any document or documents prescribed by the laws of the
State of Utah and of the State of California, and that they will cause to be performed all necessary
acts therein and elsewhere to effectuate the merger.
9. The Board of Directors and the proper officers of the disappearing corporation and of the
surviving corporation, respectively; -are hereby authorized, empowered and directed to do any
( and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments;
papers and documents which shall be or become necessary, proper or convenient to carry out or
( put into effect any of the provisions of this Agreement of Merger or of the Merger herein
provided for.
'The merger herein provided shall become effective as prescribed by law.
h
Signed on November 30, 2000
Crossland Mortgage Corp.
By:
Ron Pedersen, Senior Vice President
By:
Brian Casper, Secretary
CA BC D•:AGRFEMENr OF MERGER 1/F F>D 11/96.2 (037)
ANY PROVISIONS HEREIN WHICH RESTRICT THE SALE., RENTAL
Off, USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF..
COLOR OR RACE IS INVALID AND UNENFORCEABLE iUNDER
THE FEDERAI,LAW.
A CE ;~1 D COPY. '
APR ' 2 2001
AT"j _ST: '
BEME ~LYA. KA[JPMA& County Clerk
Harris' ~-Punty, Teicas
l ~e•a, Deputy
CUC T. LIEN
:U T
1
4 iG.t IS V R
Signed on November 30, 2000
Wells Fargo ome Mortgage, Inc.
By:
Denise Peters Brennan, Vice President
By:
es M. Strother, Secretary
CA BC D-:AGREEMENT OF MERGER OF F>D 11/96-3 (#537)
ANY PROVISIONS HEREIN WHICH RESTRICT THE SALE, RENTAL
OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF
COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER
THE FEDE~Aj,LAW.
y yY~tn y.ay
A CER\\ IT CONY`
ATVs r: APR 1. 2 2001
BEVERLY B. KAUFMAN, County Clerk
Harris County, Texas
tla
tR
Deputy
UC T. LIEN
0.1 c_'
0Y 2S 7
Exhibit A
The amount of cash that Wells Fargo Home Mortgage, Inc. will pay for each
outstanding share of Crossland Mortgage Corp. is equal to the net book value of
assets of Crossland Mortgage Corp. on the effective date of the merger, divided
by the total number of issued and outstanding shares of Crossland Mortgage
Corp. at that time.
Crossland Mortgage Corp. and Wells Fargo Home Mortgage, Inc. agree to treat
and report the Merger as a purchase and sale of assets followed by a liquidation
of Crossland Mortgage Corp. into Crossland Mortgage Acquisition Corporation
(the Parent of Crossland Mortgage Corp.) (on the date of closing) for federal and
state income tax purposes pursuant to Rev. Rul. 69-6.
ANY PROVISIONS HEREIN WHICH RESTRICT THE SALE, RENTAL
OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF
COLOR OR RACE. INVALID AND UNENFORCEABLE UNDER
THE FEDEI A) IA4
A CERTIFIED COPS'
AT:. ;APR 1', 2-
BEVEJtI,Y B. KAUFMAN, County Clerk
Harris County, Texas
Deputy
CUC T. LIEN
013
V a
CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER
Ron Pedersen and Brian Casper state and certify that:
1. They are the Senior Vice President and Secretary, respectively of Crossland Mortgage Corp.,
a Utah corporation.
2. The Agreement of Merger in the form attached was duly approved by the Board of Directors
and shareholders of the corporation.
3. There is only one class of shares and the total number of outstanding shares is 12,400.
4. The shareholder percentage vote required for the aforesaid approval was 100 percent.
5. The principal terms of the merger agreement in the form attached were approved by the
corporation by a vote of the number of shares which equaled or exceeded the vote required.
On the date set forth below, in the City of Salt Lake City in the State of Utah, each of the
undersigned does hereby declare under the penalty of perjury under the laws of the State of
California that he signed the foregoing certificate in the official capacity set forth beneath his
signature, and that the statements set forth in said certificate are true of his own knowledge.
Signed on November 30, 2000
Ron Pedersen, Senior Vice President
Brian Casper, Secretary
CA BC D-.AGREEME 9r OF MERGER OF F>D 11/965 (8537)
ANY PROVISIONS HEREIN WHICH RESTRICT THE SALE, RENTAL
OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF
COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER
THE FEDEPAD, LAW.
A CER"pIFfED COPS'
x
ATraT. APR 12' '2001
BEVERLY B. KAUFMAN, County Clerk
Harris County;,Texas
Deputy
t
out, I. MEN
014
VL, F ~AL.JV w"
N
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CERTIFICATE OF APPROVAL OF AGREEMENT OF MERGER
Denise Peters Brennan and James M. Strother state and certify that:
1. They are the Vice President and Secretary, respectively of Wells Fargo Home Mortgage,
Inc., a California corporation.
2. The Agreement of Merger in the form attached was duly approved by the Board of Directors
and shareholders of the corporation.
3. There is only one class of shares and the total number of outstanding shares is 100.
4. The shareholder percentage vote required for the aforesaid approval was 100 percent.
5. The principal terms of the merger agreement in the form attached were approved by the
corporation by a vote of the number of shares which equaled or exceeded the vote required.
On the date set forth below, in the City of Des Moines in the State of Iowa, each of the
undersigned does hereby declare under the penalty. of perjury under the laws of the State of
California that he signed the foregoing certificate in the official capacity set forth beneath his
signature, and that the statements set forth in said certificate are true of his own knowledge.
Signed on November 30, 2000
Denise Peters Brennan, ice President
S
P'n"s M. Strother, Secretary
ANl FROMIDI NERL0111 NCR RESTRICTS IHE SUE. AliIAt. OR Oil OF THE DESERw REAL
IROREATT IECAOSE OF COLOR OA RACE S IV" ARO ONENFORCEAOLE ONOEA ROEAAl411
THE STATE OF TEXAS
COUNTY OF HARRIS Ru 'IN and 11 AM NNi
IM114comb" NF ENRINleIm FLED +Fk NYRIIIEIEW wpEkw AS: 1W jo1AECOROED. Y 610040YRY W*9 AWINFeq dNllid
JAN 3 1 2001
COUNTY CLERK
L i)
HARRIS COUNTY. TEXAS
CA BC D•:AGREEMENr OF MERGER LF F>D 11/964 (11537)
ANY PROVISIONS HEREIN WHICH.RESTRICT THE SALE, RENTAL
OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF
COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER
THE FEDERAL LAW.
A CERTIFIED COPY
ATTEST: APR 12 2001
BEVERLY B. KAUFMAN, County Clerk
Harris County, Texas
Deputy
CUC T. LIEN