Bevexxx Xxxp. Information. ..................................... 19
Bevexxx Xxxp is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Bevexxx Xxxp. has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of any material business conducted by it or the character or location of any material properties or assets owned or leased by it makes such licensing or qualification necessary. Bevexxx Xxxp. is duly registered as a bank holding company with the Board of Governors of the Federal Reserve System ("FRB") under the Banking Holding Company Act of 1956, as amended ("BHCA"). The Certificate of Incorporation and By-Laws of Bevexxx Xxxp., copies of which have previously been delivered to St. Paul, xxe true, correct and complete copies of such documents as in effect as of the date of this Agreement. Bevexxx Xxxk and Bevexxx Xxxst Company ("Bevexxx Xxxst") are the only subsidiaries of Bevexxx Xxxp. that qualify as a "Significant Subsidiary" as such term is defined in Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC").
Bevexxx Xxxp has full corporate power and authority to execute and deliver this Agreement and the Option Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Bevexxx Xxxp. The Board of Directors of Bevexxx Xxxp. has directed that this Agreement and the transactions contemplated hereby be submitted to Bevexxx Xxxp.'s shareholders for approval at a special meeting of such shareholders and, except for the adoption of this Agreement by the requisite vote of Bevexxx Xxxp.'s shareholders, no other corporate proceedings on the part of Bevexxx Xxxp. (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or the Option Agreement or to consummate
Bevexxx Xxxp hereby represents to St. Paul xxxt it has no knowledge of any reason why approval or effectiveness of any of the applications, notices or filings referred to in Section 3.4(a) cannot be obtained or granted on a timely basis.
Bevexxx Xxxp. Bevexxx Xxxk and Bevexxx Xxxst have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 1992 with (i) the FRB, (ii) the OCC; (iii) the FDIC, (iv) the Illinois Commissioner and any other state banking commissions or any other state regulatory authority (each a "State Regulator"), (v) the SEC and (vi) any other self-regulatory organization ("SRO") (collectively "Regulatory Agencies"). Except for normal examinations conducted by a Regulatory Agency in the regular course of the business of Bevexxx Xxxp. and its Subsidiaries, no Governmental Entity is conducting, or has conducted, any proceeding or investigation into the business or operations of Bevexxx Xxxp., Bevexxx Xxxk or Bevexxx Xxxst since December 31, 1992.
Bevexxx Xxxp has previously delivered to St. Paul xxxe, correct and complete copies of the consolidated statements of position of Bevexxx Xxxp. and its Subsidiaries as of December 31 for the fiscal years 1995 and 1996 and the related consolidated statements of earnings, shareholders' equity and cash flows for the fiscal years 1994 through 1996, inclusive, as reported in Bevexxx Xxxp.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of Granx Xxxxxxxx XXX, independent public accountants with respect to Bevexxx Xxxp., and the interim financial statements of Bevexxx Xxxp. as of and for the nine months ended September 30, 1996 and 1997, as included in the Bevexxx Xxxp. quarterly report on Form 10-Q for the period ended September 30, 1997 as filed with the SEC. The financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Bevexxx Xxxp. and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be prepared in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. Beverly Corp.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and all reports filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act since December 31, 1993 comply in all material respects with the appropriate requirements for such reports under the Exchange Act, and Bevexxx Xxxp. has previously delivered or made available to...
Bevexxx Xxxp has heretofore delivered or made available to St. Paul xxxe, correct and complete copies of each of the Plans and all related documents, including but not limited to (i) the actuarial report for such Plan (if applicable) for each of the last five years, (ii) the most recent determination letter from the IRS (if applicable) for such Plan, (iii) the current summary plan description and any summaries of material modification, (iv) all annual reports (Form 5500 series) for each Plan filed for the preceding five plan years, (v) all agreements with fiduciaries and service providers relating to the Plan, and (vi) all substantive correspondence relating to any such Plan addressed to or received from the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency.
Bevexxx Xxxp and each Bevexxx Xxxp. Subsidiary have properly perfected or caused to be properly perfected all security interests, liens, or other interests in any collateral securing any loans made by it.
Bevexxx Xxxp. INFORMATION. The information relating to Bevexxx Xxxp. and its Subsidiaries to be provided by Bevexxx Xxxp. to be contained in the Joint Proxy Statement/Prospectus (defined below) and the Registration Statement (defined below) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Joint Proxy Statement/Prospectus (except for the portions thereof relating solely to St. Paul xx any of its Subsidiaries, as to which Bevexxx Xxxp. makes no representation or warranty) will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.
