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EXHIBIT 2.1
AGREEMENT OF MERGER
BY AND BETWEEN
CENTRAL ILLINOIS BANK MC AND CENTRAL ILLINOIS BANK
UNDER THE CHARTER OF
CENTRAL ILLINOIS BANK MC
This Agreement of Merger (Agreement) is made and entered into this 30th
day of April, 1998, by and between Central Illinois Bank (CIB), a bank organized
and existing under and by virtue of the laws of the State of Illinois, and
Central Illinois Bank MC (CIB MC), a bank organized and existing under and by
virtue of the laws of the State of Illinois (collectively the "Merging Banks").
RECITALS
WHEREAS, CIB MC is an Illinois banking corporation with its main banking
premises located at 0000 X. Xxxxxxx Xxx., Xxxxxx, XxXxxx Xxxxxx, Xxxxxxxx. As of
March 31, 1998, CIB MC had capital stock outstanding of One Hundred Fifty One
Thousand Five Hundred Dollars ($151,500) consisting of One Thousand One Hundred
and Fifteen (1515) shares of common stock with a par value of One Hundred
Dollars ($100) per share, surplus of Ten Million Eight Hundred Fifty Nine
Thousand Dollars ($10,859,000) and undivided profits and capital reserves of
Three Million Four Hundred Seventy One Five Hundred and Six Dollars
($3,471,506);
WHEREAS, CIB is an Illinois banking corporation with its main banking premises
located at 000 X. Xxxxxxxxxxx Xxx., Xxxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxx. As of
March 31, 1998, CIB had capital stock outstanding of Three Hundred Twenty Nine
Thousand Dollars ($329,000) consisting of Three Thousand Two Hundred and Ninety
(3290) shares of common stock with a par value of One Hundred Dollars ($100) per
share, surplus of Seventeen Million Eight Hundred Twenty Nine Thousand Two
Hundred and Fifty Three Dollars ($17,829,253) and undivided profits and capital
reserves of Nine Million Eight Hundred Eighty Eight Thousand Two Hundred and
Fifty Nine Dollars ($9,888,259 );
WHEREAS, CIB MC and CIB are wholly owned subsidiaries of Central Illinois
Bancorp, Inc. (CIBI), a corporation organized and existing under and by virtue
of the laws of the State of Illinois and registered as a bank holding company
pursuant to the Bank Holding Company Act of 1956, as amended, with its principal
place of business at 0000 X. Xxxxx Xxx., Xxxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxx;
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WHEREAS, The Board of Directors of CIBI and the Boards of Directors of each of
the Merging Banks deem it advisable, necessary and in the best interests of
their respective stockholder, CIBI, to merge the Merging Banks under the charter
of CIB MC and to change the name of "Central Illinois Bank MC" to "Central
Illinois Bank", subject to the terms and conditions set forth in this Agreement
and in accordance with applicable laws of the United States and the State of
Illinois ("the Merger"); and
WHEREAS, A majority of the Board of Directors of each of the Merging Banks has
approved the Merger, authorized the execution of this Agreement and directed
that the Merger be submitted to CIBI, the sole stockholder of each of the
Merging Banks, for its consideration and approval pursuant to Section 23 of the
Illinois Banking Act (the "Act").
NOW THEREFORE, with the foregoing recitals incorporated herein, and in
consideration of the premises and of the agreements, covenants, terms and
conditions set forth herein, the Merging Banks hereby covenant and agree as
follows:
ARTICLE I
THE MERGER
A. RESULTING BANK. Subject to the terms and conditions set forth herein
and pursuant to the provisions of the Act, as of the Effective Time (as defined
in Article I, Section C), CIB shall be merged into, and under the charter and
By-Laws of CIB MC, as hereby amended (the "Merger"), and CIB MC shall be the
bank resulting from such Merger (the "Resulting Bank"). The name of the
Resulting Bank shall be "Central Illinois Bank" and the main banking premises of
the Resulting Bank shall be 0000 X. Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx Xxxxxx,
Xxxxxxxx. The present main banking premises of CIB MC, together with each of its
branch bank facilities, shall become branch bank facilities of the Resulting
Bank. The present main banking premises of CIB, together with each of its branch
bank facilities, shall become branch bank facilities of the Resulting Bank,
excepting the branch bank facility located at 0000 X. Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxx Xxxxxx, Xxxxxxxx, which shall be the main banking premises of the
Resulting Bank.
B. SHARES OF CAPITAL STOCK. As of the Effective Time (as defined in
Article I, Section C), the Resulting Bank shall have Four Thousand Eight Hundred
and Five (4805) shares of issued and outstanding capital stock, with a par value
of One Hundred Dollars ($100) per share, and shall have the capital, surplus,
reserve for operating expenses, assets and liabilities as set forth on Exhibit
1, attached hereto and specifically incorporated herein by this reference.
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C. EFFECTIVE TIME. As soon as reasonably practicable after the date
hereof, this Agreement, together with certified copies of the authorizing
resolutions of the Board of Directors of each of the Merging Banks showing
approval of this Agreement and the transactions contemplated hereby by a
majority of the entire Boards of Directors of each of the Merging Banks, shall
be submitted to the Commissioner of the Office of Banks and Real Estate (the
"Commissioner") for approval pursuant to Section 22 of the Act. The transactions
contemplated by this Agreement are subject to the approval of this Agreement by
the Commissioner (the "Approval"). Upon receipt of the Approval by the
Commissioner, this Agreement shall be submitted to CIBI, the sole stockholder of
each of the Merging banks, for approval and adoption by written consent as
provided for by Sections 23 and 43 of the Act. Subject to and upon satisfaction
of all requirements of applicable law and all other conditions set forth in this
Agreement, this Agreement (duly executed) together with certified copies of the
resolutions of the sole stockholder of each of the Merging Banks authorizing and
approving this Agreement, shall be filed with the Commissioner pursuant to and
in the manner prescribed by Section 24 of the Act. The Merger shall become
effective on the later of June 30, 1998 or as soon as it is reasonably
practicable after receipt of all required approvals, the expiration of any
statutory waiting period and the issuance of the Certificate of Merger by the
Commissioner (the "Effective Time").
D. CHARTER. The charter of CIB MC shall be the charter of the Resulting
Bank (the "Charter"), except that, as of the Effective Time, the charter of CIB
MC shall be amended to change the main banking premises to 0000 X. Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxx and to increase the number of shares of
common stock outstanding from One Thousand Five Hundred Fifteen (1515) to Four
Thousand Eight Hundred and Five (4805) .
E. BY-LAWS. The By-Laws of CIB MC, as hereby amended, shall be the
By-Laws of the Resulting Bank as of the Effective Time until the same shall be
thereafter altered, amended or repealed in accordance with said By-Laws, as
amended, the Charter and applicable law. A copy of the By-Laws of CIB MC, as
amended, are attached hereto as Exhibit 2 and specifically incorporated herein
by this reference.
F. DIRECTORS. As of the Effective Time, the directors of the Resulting
Bank shall be Xxxxx X. Xxxxxx, Xxxx X. Xxxxxx, C. Xxxx Xxxxxx, Xxxxxx X. Xxxxx,
Xxxxxx X. Xxxx, Xxxxxxx X. Xxxx, Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X.
Xxxxxxx, Xxxxxx X. Xxxxxxx , Xxxxx X. Xxxxx, Xxxx X. Xxxxxxxx, Xxxx X.
XxXxxxxxxx, Xxxxxxx X. X'Xxxxx, Xxxx X. Xxxxxxx, J. Xxxxxxx Xxxxxx, and Xxxxxx
X. Xxxxxxxx.
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G. OFFICERS. As of the Effective Time, the officers of CIB MC and CIB
shall become officers of the Resulting Bank in the same positions they held with
CIB MC or CIB, as the case may be, except that J. Xxxxxxx Xxxxxx shall be the
Chairman/Chief Executive Officer, Xxxxx X. Xxxxxxx shall be the President and
the First President of the Western Division, and Xxxxx X. Xxxxx shall be First
President of the Eastern Division.
H. COMMISSIONER'S EXPENSES. The Merging Banks shall equally pay the
Commissioner's expenses of examination whether this Agreement is approved or
disapproved.
ARTICLE II
EFFECT OF THE MERGER
A. CORPORATE EXISTENCE. As of the Effective Time, the corporate
existence of each of the Merging Banks shall, with the full effect provided for
in the Illinois Banking Act, be merged into and continued in the Resulting Bank
under the charter of CIB MC and the name of "Central Illinois Bank". The
Resulting Bank shall be considered the same business and corporate entity as
each of the Merging Banks with all the property, rights, powers, duties and
obligations of each of the Merging Banks except as affected by the laws of the
State of Illinois, and by the Charter and By-Laws of the Resulting Bank. The
separate existence of CIB shall cease except to the extent provided by
applicable law.
B. RIGHTS AND LIABILITIES OF THE RESULTING BANK. The Resulting Bank
shall be liable for all liabilities of each of the Merging Banks, and for all
rights, franchises and interests of each of the Merging Banks in and to every
kind of property, real and personal and the chooses in action thereunto
belonging, shall be deemed to be transferred to and vested in the Resulting Bank
without any deed or other transfer, and the Resulting Bank, without any order or
other action on the part of any court or otherwise, shall hold and enjoy the
same and all rights of property, franchises and interests, including
appointments, designations and nominations and all other rights and interests as
trustee, executor, administrator, registrar or transfer agent of stocks and
bonds, guardian, assignee, receiver, and in every other fiduciary capacity, in
the same manner and to the same extent as was held and enjoyed by the Merging
Banks. Any reference to either CIB MC or CIB in any writing, whether executed or
taking effect before or after the Merger, shall be deemed a reference to the
Resulting Bank if not inconsistent with the other provisions of such writing.
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C. BOOKS OF THE RESULTING BANK. The assets, liabilities, reserves and
accounts of each of the Merging Banks shall be recorded on the books of the
Resulting Bank in the amounts at which each shall have been carried on the books
of the Merging Banks at the Effective Time.
D. EFFECTIVENESS OF PRIOR CORPORATE ACTS AND AUTHORIZATIONS. All
corporate acts, plan, policies, contracts, approvals and authorizations of each
of the Merging Banks, their respective stockholders, boards of directors,
committees elected or appointed by their boards of directors, officers and
agents, which were valid and effective immediately prior to the Effective Time
shall be taken for all purposes as the acts, plans, policies, contracts,
approvals and authorizations of the Resulting Bank and shall be as effective and
binding thereon as the same were with respect to any of the Merging Banks.
ARTICLE III
TREATMENT OF STOCK AND EXCHANGE
A. TREATMENT OF SHARES. At the Effective Time, by virtue of the Merger
and without any action on the part of the holders of such shares of stock:
(1) STOCK OF CIB MC. Each issued and outstanding share of common
stock of CIB MC shall be and become converted into one (1) fully paid and
nonassessable share of common stock of the Resulting Bank; and
(2) STOCK OF CIB. Each issued and outstanding share of common
stock of CIB shall be and become converted into one (1) fully paid and
nonassessable share(s) of common stock of the Resulting Bank.
B. MANNER OF EXCHANGE. Upon presentations to CIBI the Resulting Bank of
certificates representing shares of common stock of CIB MC and CIB, CIBI shall
be issued a certificate representing such number of shares of common stock of
the Resulting Bank to which CIBI is entitled pursuant to this Article III.
C. DISSENTERS' RIGHTS. There will not be dissenting stockholders as
each of the Merging Banks is a wholly-owned subsidiary of CIBI.
ARTICLE IV
MISCELLANEOUS PROVISIONS
A. POST-MERGER AGREEMENTS. Each of the Merging Banks hereby appoints
the Resulting Bank to be its true and lawful attorney-in-fact for the purposes
of taking, in its name, place and stead, any and all actions that the
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Resulting Bank deems necessary or advisable to vest in the Resulting Bank title
to all property or rights of each of the Merging Banks or otherwise to effect
the purposes of this Agreement, and each of the Merging Banks hereby grants to
said attorney-in-fact full power and authority to take all actions necessary to
effect those purposes, including the power to execute in its name, place and
stead, such further assignments or assurances in law necessary or advisable to
vest in the Resulting Bank title to all property and rights of each of the
Merging Banks.
B. TERMINATION. Notwithstanding anything herein to the contrary, this
Agreement may be terminated and abandoned by either of the Merging Banks by
appropriate resolutions of its Board of Directors at any time prior to the
Effective Time.
C. AMENDMENT. This Agreement may be amended in whole or in part by
authorization of the Board of Directors of each of the Merging Banks at any time
prior to the Effective Time; provided, however, that after this Agreement has
been approved by the stockholder of the Merging Banks, no such amendment shall
affect the rights of such stockholder in a manner which is materially adverse to
the interests of such stockholder. Notwithstanding anything to the contrary
contained in this Article IV, Section C, no such amendment shall be effective
unless approved by the Commissioner, if required.
D. ENTIRE AGREEMENT. This Agreement, constitutes the entire
understanding and agreement of the parties with respect to the subject matter
hereof and supersedes any and all prior agreements, understandings and
discussions with respect thereto.
E. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall constitute an original, but
all of which together shall constitute one and the same instrument.
F. FILING AND RECORDING OF CERTIFICATE OF MERGER. After the receipt of
all approvals set forth in this Agreement, the Certificate of Merger to be
issued by the Commissioner shall be submitted to the Recorder of Deeds of
Champaign County, Illinois, as required by the Act.
G. HEADINGS. All Article and Section headings in this Agreement are for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.
IN WITNESS WHEREOF, each of the Merging Banks has caused this Agreement
to be executed by its duly authorized officers and its corporate seal to be
affixed as of the date first above written.
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Xxxxxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxxxx Bank MC
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxx
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Its: President and CEO Its: President and CEO
Attest: /s/ Xxxxxx X. Xxxxxxxx Attest: /s/ Xxxxxx X. Xxxxxxxx
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Secretary Secretary
