EXHIBIT 2(B)
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AGREEMENT AND PLAN OF MERGER
OF
LOAN & BUILDING STATE SAVINGS BANK
WITH AND INTO
FIRST FEDERAL SAVINGS BANK OF NORTH TEXAS
THIS MERGER AGREEMENT dated as of January 7, 1997, between FIRST FEDERAL
SAVINGS BANK OF NORTH TEXAS, a federally chartered stock-form savings bank
("First Federal"), and LOAN & BUILDING STATE SAVINGS BANK (formerly Sulphur
Springs Loan and Building Association), a Texas savings bank ("Savings Bank").
In consideration of the mutual covenants and agreements contained herein,
the parties agree as follows:
SECTION 1.
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Savings Bank shall merge with and into First Federal (the "Merger"). First
Federal shall be the surviving institution of such Merger (the "Resulting
Institution"). The Merger shall not be effective unless and until approved by
the Office of Thrift Supervision (the "OTS") and the Texas Savings and Loan
Department (the "T.S.L.D.").
SECTION 2.
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The name of the Resulting Institution shall be "First Federal Savings Bank
of North Texas."
SECTION 3.
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The location of the home office and branch offices of the Resulting
Institution shall be as follows:
000 Xxxx Xxx Xxxxxx (110 Piner), Denton, Texas (home office)
000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxx
0000 Xxxxxx Xxxx, Xxxxxxxx, Xxxxx
0000 Xxxx Xxxxxxxx, Xxxxxxxx, Xxxxx
0000 XxXxxx Xxxx, Xxxxxxxx, Xxxxx
000 Xxxxx Xxxxx Xxx Xxxx, Xxxxx Xxx, Xxxxx
0000 XX 00 Xxxxx, Xxxxxxx, Xxxxx
000 Xxxx Xxxxx, Xxxxxx, Xxxxx
000 Xxxxx Xxxxxxxx, Xxxxxxxxxx, Xxxxx
Xxxxxxx 000 Xxxxx, Xxxxx Xxxxx, Xxxxx
000 Xxxx Xxxx, Xxxxx X, Xxxxx, Xxxxx
000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx
0000 Xxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxx
000 X. Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxxx
000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxx*
0000 Xxxxx Xxxx, Xxxxxxxx, Xxxxx*
000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxx
000 Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxx
000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxx
000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxx
000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx
000 Xxxx Xxxxx Xxxxxx, Xxx Xxxxxx, Xxxxx (LPO)
000 Xxxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxx (L & B Mortgage)
The [*] symbol identifies offices to be acquired by First Federal upon
consummation of the merger of Texas Heritage Savings Association/Banc with and
into First Federal, which acquisition is currently pending before the OTS.
SECTION 4.
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The basis on which the Resulting Institution's savings accounts will be
issued will be identical to that of First Federal's and Savings Bank's accounts
immediately prior to the effective time of the Merger.
SECTION 5.
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The number of directors which the Resulting Institution shall have shall be
nineteen, the terms which the directors shall serve shall be as provided in
First Federal's Bylaws or until their successors are duly elected and qualified,
and the directors who shall serve as of the effective time of the Merger shall
be:
NAME ADDRESS
---- -------
Xxxxx XxXxx 00000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Xxxxxx X. Xxxxxx 000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
Xxxxxx X. Xxxxxx 000 Xxxxxx
Xxxxxx, Xxxxx 00000
Xxx X. Xxxxxxxx 0000 Xxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
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C. Xxxxx Xxxx 000 Xxxxxx xxxx
Xxxxxxx Xxxxxxx, Xxxxx 00000
Xxxxx X. Xxxxxx, Xx. 0000 Xxxxxxxxx
Xxxxxxxx, Xxxxx 00000
Xxxxx X. Xxxxx 7 Cherrywood Click
Xxxxxxxx, Xxxxx 00000
Xxxx X. Xxxxx Lake Cherokee NL-3
Xxxxxxxx, Xxxxx 00000
Xxxx X. Xxxxxx, D.D.S. 0000 Xxxxxxxxx Xx.
Xxxxxxxx, Xxxxx 00000
X.X. Xxxxxxxxx, III 0000 Xxxxx Xxxxx
Xxxxxxxx, Xxxxx 00000
Xxxx X. Xxxxxxx 0000 Xxxxxxxxx
Xxxxxxxx, Xxxxx 00000
Xxxxxx X. Xxxxxx 0000 Xxxxx Xxxxx
Xxxxxxxx, Xxxxx 00000
Xxxx X. Xxxxxxx Xx. 00 Xxx 00
Xxxxxxxx, Xxxxx 00000
Xxxxxx X. Xxxxxxxx, Xx. 0000 Xxxxxxxxx
Xxxxxx, Xxxxx 00000
Xxxx Xxxxx, Xx. 0000 Xxxxx Xxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxx 00000
Xxxx Xxxxxx, Xx. 000 Xxxxxx Xxxxx, #000
Xxxxxx, Xxxxx 00000
Xxxxxxx X. Xxxxx 000 X. Xxx
Xxxxxx, Xxxxx 00000
Xxxxxxxx Xxxxxx 0000 Xxxxxxxxxx Xxxxx Xxxx
Xxxxxx, Xxxxx 00000
Xxxxxxx X. Xxxxxxx 0000 Xxxxxxxxx
Xxxxxx, Xxxxx 00000
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SECTION 6.
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As of the time the Merger shall become effective, the charter of First
Federal, as previously amended, shall be the charter of the Resulting
Institution, and the bylaws of First Federal, as previously amended and
restated, shall be the bylaws of the Resulting Institution.
SECTION 7.
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The business of the Resulting Institution shall be that of a savings and
loan association organized under the laws of the United States. This business
shall be conducted by the Resulting Institution at its main office and at its
legally established branches, which shall be the main office and branch
locations of Savings Bank and the main office and branch locations of First
Federal as of the effective time of the Merger. The main office of First Federal
immediately prior to the effective time of the Merger shall be the main office
of the Resulting Institution.
SECTION 8.
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At the effective time of the Merger, the Resulting Institution shall be
considered the same business and corporate entity as each of Savings Bank and
First Federal (collectively, the "Constituent Institutions") and thereupon and
thereafter all the property, rights, privileges, powers and franchises of each
of the Constituent Institutions shall vest in the Resulting Institution and the
Resulting Institution shall be subject to and be deemed to have assumed all of
the debts, liabilities, obligations and duties, including any liquidation
account maintained by the Constituent Institutions, of each of the Constituent
Institutions and shall have succeeded to all of each of their relationships,
fiduciary or otherwise, as fully and to the same extent as if such property,
rights, privileges, powers, franchises, debts, liabilities, obligations, duties
and relationships had been originally acquired, incurred or entered into by the
Resulting Institution. In addition, any reference to either of the Constituent
Institutions in any contract or document, whether executed or taking effect
before or after the effective time of the Merger, shall be considered a
reference to the Resulting Institution if not inconsistent with the other
provisions of the contract or document; and any pending action or other judicial
proceedings to which either of the Constituent Institutions is a party shall not
be deemed to have been abated and shall have the same force and effect as if the
Merger had not occurred; or the Resulting Institution may be substituted as a
party to such action or proceedings, and any judgment, order or decree may be
rendered for or against it that might have been rendered for or against either
of the Constituent Institutions if the Merger had not occurred. The liquidation
account maintained by Savings Bank shall be assumed by the Resulting Institution
and shall be and become the liquidation account of the Resulting Institution
upon consummation of the Merger.
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SECTION 9
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(a) Each share of common stock, $0.01 par value per share, of First
Federal issued and outstanding immediately prior to the effective time of the
Merger shall remain issued and outstanding and shall be unaffected by the
Merger.
(b) Each share of common stock, $0.01 par value per share, of Savings Bank
issued and outstanding immediately prior to the effective time of the Merger
shall, by virtue of the Merger and without any action on the part of the holder
thereof, be canceled.
SECTION 10.
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Consummation of the Merger is subject to (i) the prior approval of the OTS
and the T.S.L.D., and (ii) the shareholders of each of First Federal and Savings
Bank, and (iii) consummation of the acquisition of L & B Financial, Inc. (the
parent company of Savings Bank) by Jefferson Savings Bancorp, Inc. (the parent
company of First Federal). Notwithstanding anything else herein to the contrary,
this Merger Agreement shall terminate immediately upon termination of that
certain Agreement and Plan of Merger dated September 25, 1996, between Jefferson
Savings Bancorp, Inc., Jefferson Savings AcquisitionCo, Inc. and L & B
Financial, Inc.
[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]
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IN WITNESS WHEREOF, First Federal and Savings Bank have caused this Merger
Agreement to be executed in multiple copies by their duly authorized officers,
and have caused their seals to be affixed hereto, as of the date first above
written.
FIRST FEDERAL SAVINGS BANK OF NORTH TEXAS
By: /s/ Xxxxx X. XxXxx
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Name: Xxxxx X. XxXxx
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Title: Chairman of the Board and C.E.O.
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Attest:
By: /s/ Xxxx X. Xxxxxxxxx
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LOAN & BUILDING STATE SAVINGS BANK
By: /s/ C. Xxxxx Xxxx
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Name: C. Xxxxx Xxxx
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Title: President
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Attest:
By: /s/ Xxxxx Xxxxxxxxx
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