EXHIBIT 3. 0
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this "Agreement"), made this 1Oth day of May, 2000, by and between
Rose Auto Stores - Florida, Inc., a Florida corporation (the "Company"), and RAS Acquisition Corp., a
Delaware corporation ("Delaware Merger Corp.") (the two corporate parties hereto being sometimes collectively
referred to as the "Constituent Corporations"),
WITNESSETH:
WHEREAS, the proposed reincorporation merger (the "Merger") of the Company with Delaware Merger Corp.
is being effected pursuant to the Company's Amended Joint Plan of Reorganization (the "Plan") dated February
10, 1999 as confirmed by order of the United States Bankruptcy Court for the Southern District of Florida,
Miami Division on April 22, 1999,
WHEREAS, the Company has been authorized to effect the Merger in accordance with the Florida Business
Corporation Act,
WHEREAS, the Merger has been authorized by Delaware Merger Corp. in accordance with Section 252 of the
Delaware General Corporation Law,
WHEREAS, under the Plan, all of the Company's outstanding securities were cancelled and certain of the
Company's creditors are entitled to receive shares of its common stock or the common stock of the Company's
successors, and
WHEREAS, in this regard, Delaware Merger Corp. will issue shares of its common stock to such persons and
entities in accordance with the Plan after the Merger;
NOW, THEREFORE, the Constituent Corporations do hereby agree to merge on the terms and conditions
herein provided, as follows:
ARTICLE I
General
1.1 Agreement to Merge. The parties to this Agreement agree to effect the Merger herein provided for, subject
to the terms and conditions set forth herein.
1.2 Effective Time of the Merger. The Merger shall be effective upon the filing of (i) the Articles of Merger with
the Florida Department of State and (ii) the Certificate of Merger with the Secretary of State of Delaware. The
date and time the Merger becomes effective is referred to as the "Ef