KRS 271B.11-040: Merger of subsidiary.

(1) A parent corporation owning at least ninety percent (90%) of the outstanding shares

of each class of a subsidiary corporation may merge the subsidiary into itself

without approval of the shareholders of the parent or subsidiary.

(2) The board of directors of the parent shall adopt a plan of merger that sets forth:

(a) The names of the parent and subsidiary; and

(b) The manner and basis of converting the shares of the subsidiary into shares,

obligations, or other securities of the parent or any other corpora tion or into

cash or other property in whole or part.

(3) The parent shall mail a copy or summary of the plan of merger to each shareholder

of the subsidiary who does not waive the mailing requirement in writing.

(4) The parent shall not deliver articles o f merger to the Secretary of State for filing

until at least thirty (30) days after the date it mailed a copy of the plan of merger to

each shareholder of the subsidiary who did not waive the mailing requirement.

(5) Articles of merger under this section shall not contain amendments to the articles of

incorporation of the parent corporation (except for amendments enumerated in KRS

271B.10-020).