1
EXHIBIT 2.1
PLAN OF MERGER AND REORGANIZATION
BY AND AMONG
WESTERNBANK PUERTO RICO,
WESTERN INTERIM BANK,
AND
W HOLDING COMPANY, INC.
2
TABLE OF CONTENTS
Page
----
ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.01. Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.02. Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.03. Certificates After the Effective Date . . . . . . . . . . . . . . . . . . 4
Section 2.04. Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.05. Effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE III UNDERTAKINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.01. Bank Stockholder Approval . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.02. Holding Stockholder Approval . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.03. Interim Bank Stockholder Approval . . . . . . . . . . . . . . . . . . . . 7
Section 3.04. Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.05. Securities Law Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.06. Other Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE IV CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.01. Conditions Precedent to the Merger . . . . . . . . . . . . . . . . . . . . 9
Section 4.02. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE V TERMINATION AND DEFERRAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 5.01. Termination of the Merger . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 5.02. Deferral of Effective Date . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE VI APPRAISAL RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
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Section 6.01. Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE VII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.01. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.02. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
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PLAN OF MERGER AND REORGANIZATION
This PLAN OF MERGER AND REORGANIZATION (this "Plan"), dated as of
February 3, 1999, is entered into by and among WESTERNBANK PUERTO RICO, a
commercial bank organized under the laws of the Commonwealth of Puerto Rico
(the "Bank"), and, upon organization, WESTERN INTERIM BANK, an interim
commercial bank organized under the laws of the Commonwealth of Puerto Rico for
the sole purpose of consummating the transactions provided for herein (the
"Interim Bank"), and, upon organization, W HOLDING COMPANY, INC., a corporation
organized under the laws of the Commonwealth of Puerto Rico ("Holding").
WHEREAS, the Bank is a commercial bank duly organized and validly
existing under the Banking Law of the Commonwealth, 7 L.P.R.A.Section 1-204a,
(the "Banking Law"), with its principal office and place of business at 00 Xxxx
XxXxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx Xxxx, with an authorized capital stock
consisting of (i) 75,000,000 shares of common stock, par value $1.00 per share,
of which 42,080,309 shares were issued and outstanding as of January 29, 1999
and (ii) 5,000,000 shares of preferred stock, par value $1.00 per share, of
which 1,219,000 shares have been designated Bank Series A Preferred Shares, all
of which were issued and outstanding as of January 29, 1999;
WHEREAS, the Interim Bank will be chartered as a commercial bank duly
organized and validly existing under the Banking Law, with its principal office
at the same address as that of Bank, with an authorized capital stock
consisting of 5,000 shares of common stock, par value $5,000.00 per share, up
to 1,000 shares of which will be issued prior to the consummation of the
transactions described herein to be held by Holding (except for any shares that
may be required to be held by the directors of the Interim Bank as directors'
qualifying shares); and
WHEREAS, Holding is a general business corporation organized under the
laws of the Commonwealth, with its principal office at the same address as that
of Bank, and having an authorized capital stock consisting of 300,000,000
shares of common stock, par value $1.00 per share and 20,000,000 shares of
preferred stock, par value $1.00 per share, of which 1,219,000 shares will be
designated as Holding Series A Preferred Shares; and
WHEREAS, the Bank, the Interim Bank and Holding desire to establish a
bank holding company structure and in order to implement that desire, the
Boards of Directors of the Bank, the Interim Bank and Holding have each
respectively agreed to a merger of the Interim Bank with and into the Bank (the
"Merger") and the issuance of Holding Common Shares and Holding Series A
Preferred Shares, as hereinafter defined, as consideration for value received
by Holding in the Merger in the form of capital stock of the Continuing Bank,
as hereafter defined;
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NOW, THEREFORE, in consideration of the mutual agreements herein and
other valuable consideration, the Bank, the Interim Bank and Holding hereby
make this Plan and prescribe the terms and conditions of the Merger and the
mode of carrying it into effect, including the rights and obligations of the
parties in connection therewith, as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. The following terms, as used herein, have
the following respective meanings:
"Bank" means Westernbank Puerto Rico prior to the Effective Date and
the Continuing Bank on and after the Effective Date.
"Bank Common Shares" means the shares of common stock of the Bank, par
value $1.00 per share.
"Bank Series A Preferred Shares" means the shares of 7.125% Non-
Cumulative, Convertible Preferred Stock, 1998 Series A, liquidation preference
$25.00 per share, par value $1.00 per share.
"Commissioner" means the Commissioner of Financial Institutions of the
Commonwealth.
"Commonwealth" means the Commonwealth of Puerto Rico.
"Continuing Bank" means Westernbank Puerto Rico, the surviving bank in
the Merger, on and after the Effective Date.
"Dissenting Shares" shall have the meaning set forth in Section 6.01.
"Effective Date" shall have the meaning set forth in Section 4.02.
"FDIC" means the Federal Deposit Insurance Corporation.
"Holding" means W Holding Company, Inc., a general business
corporation organized under the laws of the Commonwealth.
"Holding Common Shares" means the shares of common stock of Holding,
par value $1.00 per share.
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"Holding Series A Preferred Shares" means the shares of the 7.125%
Non- Cumulative, Convertible Preferred Stock, Series A, liquidation preference
$25.00 per share, par value $1.00 per share, of Holding.
"Interim Bank" means Western Interim Bank, a commercial bank to be
organized under the laws of the Commonwealth for the sole purpose of
consummating the transactions provided for herein.
"Merger" shall have the meaning set forth in the Recitals hereto.
"Prospectus" shall have the meaning set forth in Section 3.04(b).
"Proxy Statement" shall have the meaning set forth in Section 3.04(a).
ARTICLE II
THE MERGER
Section 2.01. Merger. On the Effective Date, the Interim Bank shall
be merged with and into the Bank, and the Bank shall be the surviving entity
and receive into itself the Interim Bank pursuant to the provisions of, and
with the effects provided in, Section 15 of the Banking Law.
Section 2.02. Conversion. Upon the Effective Date:
(a) Each Bank Common Share issued and outstanding
immediately prior to the Effective Date shall, without any further
action on the part of the Bank, Holding, or any other person,
constitute and be converted into and there shall be allocated to the
record holder thereof a Holding Common Share, and each Bank Series A
Preferred Share issued and outstanding immediately prior to the
Effective Date shall, without any further action on the part of the
Bank, Holding, or any other person, constitute and be converted into
and there shall be allocated to the record holder thereof a Holding
Series A Preferred Share.
(i) Such conversion and allocation shall not
in any way preclude or prevent any holder of Bank Common
Shares and/or Bank Series A Preferred Shares from exercising
his or her statutory right to dissent from the Merger and to
receive from the Continuing Bank payment of the value of his
or her Bank Common Shares and/or Bank Series A Preferred
Shares and such other rights and benefits as are provided by
law.
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(ii) On the Effective Date, each outstanding
certificate, which theretofore had represented Bank Common
Shares, shall henceforward be deemed for all corporate
purposes as evidence of the ownership of an equal number of
Holding Common Shares into which the Bank Common Shares have
been so converted, and each outstanding certificate, which
theretofore had represented Bank Series A Preferred Shares,
shall henceforward be deemed for all corporate purposes as
evidence of the ownership of an equal number of Holding Series
A Preferred Shares into which the Bank Series A Preferred
Shares have been so converted
(b) Each share of common stock of the Interim Bank
issued and outstanding on the Effective Date shall without any further
action on the part of the Bank, the Interim Bank, Holding, or any
other person constitute and be converted into and there shall be
allocated to Holding the same number of shares of common stock of the
Continuing Bank.
Section 2.03. Certificates After the Effective Date. At any time
after the Effective Date, any holder of one or more of the certificates that
prior to the Effective Date had represented Bank Common Shares or Bank Series A
Preferred Shares may surrender such certificate or certificates in proper form
to Holding or to its transfer agent and receive in exchange therefor a
certificate bearing the name and representing an identical number of Holding
Common Shares or Holding Series A Preferred Shares, as the case may be.
Section 2.04. Stock Options. On the Effective Date, each outstanding
option to purchase Bank Common Shares under the Bank's stock option plans will
be assumed by Holding. Each such option will be exercisable in accordance with
its existing terms for the same number of Holding Common Shares as the number
of Bank Common Shares subject to such option. Holding and the Bank shall make
appropriate amendments to the existing stock option plans to reflect the
adoption of those plans as the stock option plans of Holding without adverse
effect upon the options outstanding under the existing stock option plans.
Section 2.05. Effects of the Merger. Upon the Effective Date:
(a) The name of the Continuing Bank shall be
"Westernbank Puerto Rico."
(b) The restated charter of the Bank immediately
prior to the Effective Date shall be the restated charter of the
Continuing Bank, except that Article Sixth of the Certificate of
Incorporation of the Interim Bank shall replace Article Sixth of the
Bank's restated charter and the certificate of corporate resolution
that sets forth the designation of the Bank's Series A
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Preferred Shares shall be deleted. The by-laws of the Continuing Bank
shall be the by-laws of the Bank immediately prior to the Effective
Date.
(c) The authorized capital stock of the Continuing
Bank initially shall be 5,000 shares of common stock, $5,000.00 par
value per share, up to 1,000 shares of which shall be outstanding upon
the Effective Date.
(d) The main office, principal place of business,
officers and other personnel of the Continuing Bank shall be the same
as the main office, principal place of business, officers and other
personnel of the Bank immediately prior to the Effective Date.
(e) The Continuing Bank shall thenceforth enjoy all
the rights, privileges and franchises and shall be subject to all the
restrictions, obligations and duties of the Bank and the Interim Bank,
except for the alterations provided herein.
(f) Each and all of the property, shares, rights,
franchises, powers and privileges of the Bank and the Interim Bank
shall become the property of the Continuing Bank, and the Continuing
Bank shall have, as regards such property, shares, rights, franchises,
powers and privileges, the same rights as the Interim Bank and the
Bank each possessed.
(g) The Continuing Bank shall assume each and every
obligation of the Bank and the Interim Bank and shall have all the
obligations and shall be liable for all debts and the fulfillment of
all contracts and obligations of the Bank and the Interim Bank, just
as they were prior to the Effective Date. Any reference to the Bank
or the Interim Bank in any contract, will or document, whether
executed or taking effect before or after the Merger, shall be
considered a reference to the Continuing Bank if not inconsistent with
the other provision of the contract, will or document. The
stockholders of the Bank and the Interim Bank shall continue to be
subject to the same obligations, claims and demands as existed against
them, if any, on or before the Effective Date.
(h) All suits, actions or other proceedings pending
in any court on the Effective Date shall continue to their termination
just as if the Merger had not taken place.
(i) The initial directors of the Continuing Bank
shall consist of the directors of the Bank immediately prior to the
Effective Date (the names and addresses of the seven current directors
of the Bank as of the date hereof are listed in Appendix I attached
hereto), which directors shall hold office in the Continuing Bank,
unless sooner removed or disqualified, until the end of their terms to
which they have been elected at the Bank, as set forth in
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Appendix I and until their successors are elected or are appointed in
accordance with the by-laws of the Continuing Bank and have qualified.
(j) All deposit accounts of the Bank immediately
prior to the Effective Date shall be and will remain deposits in the
Continuing Bank without change in their respective terms, interest
rates, maturities, minimum required balances or withdrawal rates. At
the Effective Date, the Continuing Bank will continue to issue deposit
accounts on the same basis as the Bank immediately prior to the
Effective Date.
ARTICLE III
UNDERTAKINGS
Section 3.01. Bank Stockholder Approval. The Bank undertakes to
submit the Plan for consideration to its stockholders at a meeting called for
this purpose pursuant to Section 15(c) of the Banking Law, or in any other
manner permitted by law. Without limiting the preceding sentence, the Bank
agrees (unless such action is not required by law):
(a) To send to the post-office address of each of
the holders of issued and outstanding Bank Common Shares and Bank
Series A Preferred Shares a written notice of such meeting not less
than thirty days prior to the date fixed for the meeting. The notice
shall specify the hour, date, place and purpose of the meeting at
which this Plan will be considered.
(b) To hold a vote of the stockholders at said
meeting, in which each Bank Common Share shall entitle each holder
thereof to one vote to be cast by the stockholder in person or by
proxy and in which each Bank Series A Preferred Share shall entitle
each holder thereof to vote in person or by proxy proportionately
based upon the liquidation preference associated with such Bank Series
A Preferred Share.
(c) To cause its secretary to certify under the seal
of the Bank that (i) the Plan has been approved by the vote of the
directors of the Bank, and (ii) the Plan has been approved by the
votes of at least three-fourths (3/4) of the Bank Common Shares and at
least three-fourths (3/4) of the aggregate liquidation preference
associated with the Bank Series A Preferred Shares, voting as separate
classes, if the Plan has been so approved.
(d) To submit the Plan as certified pursuant to
subsection (c) of this Section 3.01, with a certification under seal
by the Secretary of Interim Bank as to the approval of the Plan by
Holding as sole stockholder of Interim Bank, to the Commissioner for
his approval or disapproval.
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Section 3.02. Holding Stockholder Approval. The Bank will vote all
of its shares of common stock of Holding in favor of approval of the Plan
acting by written consent.
Section 3.03. Interim Bank Stockholder Approval. Holding will vote
all of its shares of common stock of the Interim Bank in favor of the approval
of the Plan acting by written consent.
Section 3.04. Regulatory Approvals. Each of the Bank, the Interim
Bank and Holding shall (i) proceed expeditiously and cooperate fully in
determining which filings are required to be made prior to the Effective Date
with, and which consents, approvals, permits or authorizations are required to
be obtained prior to the Effective Date from, governmental or regulatory
authorities of the Commonwealth and the United States (collectively, the
"Regulatory Approvals") in connection with the execution and delivery of the
Plan and the consummation of the transactions contemplated hereby; and (ii)
timely make all such filings and timely seek all Regulatory Approvals; and
(iii) take all other action and do all things necessary or appropriate to
consummate and make effective all transactions contemplated by this Plan as
soon as possible.
Section 3.05. Securities Law Matters.
(a) The Bank undertakes to prepare and file promptly
a proxy statement (the "Proxy Statement") which complies with the
requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder by the FDIC and which
complies with all applicable federal, state and Puerto Rico law
requirements for the purpose of submitting the Plan to its
stockholders for approval.
(b) Holding and the Bank undertake to prepare a
Prospectus (the "Prospectus") related to the Holding Common Shares and
Holding Series A Preferred Shares which complies with the requirements
of the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder by the Securities and Exchange
Commission, which shall be distributed to the stockholders of the
Bank.
(c) Holding and the Bank shall each provide promptly
to the other such information concerning its business and financial
condition, and affairs and prospects as may be required or appropriate
for inclusion in the Prospectus or the Proxy Statement and shall cause
their counsel and auditors to cooperate in the preparation of the
Prospectus and the Proxy Statement.
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(d) The Bank undertakes to distribute the Proxy
Statement and the Prospectus to its stockholders in accordance with
applicable federal and state law requirements.
Section 3.06. Other Undertakings.
(a) If the requisite approval of this Plan is
obtained at the meeting of the Bank's stockholders referred to in
Section 3.01, thereafter and until the Effective Date, the Bank shall
issue certificates for Bank Common Stock and Bank Series A Preferred
Stock, whether upon transfer or otherwise, only if such certificates
bear a legend, the form of which shall be approved by the board of
directors of the Bank, indicating that this Plan has been approved and
that shares of stock evidenced by such certificates are subject to
consummation of this Plan.
(b) If at any time (whether before or after the
Effective Date), the Bank or the Continuing Bank considers that any
further assignment, conveyance or assurance in law is necessary or
desirable to vest, perfect or confirm of record in the Continuing Bank
the title to any property or rights of the Bank or the Interim Bank,
or otherwise to carry out the provisions hereof, the Bank and the
Interim Bank hereby undertake through their proper officers and
directors to execute and deliver immediately any and all proper deed,
assignment and assurance, and to do all things necessary or proper to
vest, perfect or confirm title to such property or right in the
Continuing Bank and otherwise to carry out the provisions hereof.
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.01. Conditions Precedent to the Merger. The consummation
of the Merger is subject to the satisfaction of the following conditions:
(a) The votes of at least three-fourths (3/4) of the
issued and outstanding Bank Common Shares and three-fourths (3/4) of
the aggregate liquidation preference associated with the issued and
outstanding Bank Series A Preferred Shares, voting as separate
classes, shall have been cast, in person or by proxy, in favor of this
Plan at a meeting of the Bank's stockholders called pursuant to
Section 3.01.
(b) All Regulatory Approvals (or waiver or exemption
therefrom) and satisfaction of all other requirements prescribed by
law which are necessary to the consummation of the transactions
contemplated by the Plan shall have been obtained, and all statutory
waiting periods shall have
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expired, without the imposition of any condition or requirements that
would materially and adversely affect the operations or business
prospects of Holding or the Continuing Bank following the Effective
Date so as to render inadvisable the consummation of such transaction,
as provided by Section 5.01(c) hereof.
(c) The Bank shall have received a ruling or rulings
from the appropriate tax authorities and/or an opinion letter from tax
counsel to the Bank, satisfactory to the Bank in form and substance,
with respect to the Puerto Rico and United States income tax
consequences of the Merger.
(d) The Holding Common Shares and the Holding Series
A Preferred Shares shall have been approved for quotation on the
Nasdaq Stock Market's National Market Tier.
Section 4.02. Effective Date. The Bank, the Interim Bank and Holding
shall use their best efforts to cause the Merger to become effective on a date
as soon as practicable after each condition precedent listed in Section 4.01
shall have been satisfied. The Merger shall become effective at the time this
Plan is properly approved and filed in accordance with the Banking Law (the
"Effective Date").
ARTICLE V
TERMINATION AND DEFERRAL
Section 5.01. Termination of the Merger. Prior to the Effective
Date, the Plan may be terminated at any time by written notice by either the
Bank or the Interim Bank or Holding to the other parties hereto that its board
of directors is of the opinion that:
(a) The number of Bank Common Shares and/or Bank
Series A Preferred Shares that voted against approval of the Plan or
the number with respect to which demand for payment of shares has been
made is such that the consummation of the Merger is inadvisable, in
the sole opinion of such board of directors.
(b) Any action, suit, proceeding, or claim is
commenced or threatened or any claim is made that could make
consummation of the Merger, in the sole opinion of such board of
directors, inadvisable;
(c) It is likely that a Regulatory Approval, in the
sole opinion of such board of directors, will not be obtained, or if
obtained, has or will contain or impose a condition or requirement
that would materially and adversely affect the operations or business
prospects of Holding or the
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Continuing Bank following the Effective Date so as to render
inadvisable the consummation of the Merger.
(d) Any other reason exists that makes consummation
of the Merger in the sole opinion of such board of directors,
inadvisable.
Upon such determination, the Plan shall be deemed void, and there
shall be no liability hereunder or on account of such termination on the part
of the Bank, the Interim Bank, Holding, or the directors, officers, employees,
agents or stockholders or any of them, except that in such event the Bank will
pay the fees and expenses incurred by itself, the Interim Bank and Holding in
connection with the transactions contemplated herein.
Section 5.02. Deferral of Effective Date. Consummation of the Merger
herein provided may be deferred by the board of directors of the Bank for a
reasonable period of time if the Bank's board of directors determines, in its
sole discretion, that such deferral would be in the best interest of the Bank
and the stockholders of the Bank.
ARTICLE VI
APPRAISAL RIGHTS
Section 6.01. Dissenters' Rights. Any stockholder of the Bank who
complies with all applicable provisions of law, including without limitation
Section 15(i) of the Banking Law, shall be entitled to receive the value of the
Bank Common Shares and/or Bank Series A Preferred Shares held by such
stockholder as provided by Section 15(i) of the Banking Law, provided that:
(a) Any Bank Common Shares and/or Bank Series A
Preferred Shares held by a holder who has demanded appraisal of such
holder's shares and, as of the Effective Date, has neither effectively
withdrawn nor lost such holder's right to such appraisal (the
"Dissenting Shares") shall not be converted in the manner set forth in
Section 2.02, but the holder thereof shall only be entitled to such
rights as are granted by the Banking Law.
(b) Notwithstanding the provisions of subparagraph
(a) of this Section 6.01, if any holder of Dissenting Shares shall
effectively withdraw or lose (through failure to perfect or otherwise)
such holder's right to appraisal, then, as of the Effective Date or
the occurrence of such event, whichever later occurs, such Dissenting
Shares shall automatically be converted as provided in Section 2.02.
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ARTICLE VII
MISCELLANEOUS
Section 7.01. Governing Law. The Plan shall be governed by and
construed in accordance with the laws of the Commonwealth.
Section 7.02. Amendment. The Plan and the Appendix hereto may be
amended by the parties hereto, by action taken by or on behalf of their
respective Board of Directors at any time before or after approval by the
stockholders of the parties; provided, however that after such approval, no
amendment, modification or waiver shall affect the consideration to be received
by any party or their respective stockholders. Any such amendment,
modification or waiver must be by an instrument in writing and signed on behalf
of each of the parties.
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IN WITNESS WHEREOF, the Bank, the Interim Bank and Holding have caused
this Plan to be executed in multiple copies, by their duly authorized officers,
and have caused their corporate seals to be hereto affixed, as of the date
first above written.
WESTERNBANK PUERTO RICO
By: /s/ Xxxxx X. Xxxxxx
------------------------
Name: Xxxxx X. Xxxxxx
Title: President
[SEAL]
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WESTERN INTERIM BANK
By: /s/ Xxxxx X. Xxxxxx
------------------------
Name: Xxxxx X. Xxxxxx
----------------------
Title: President
Executed as of February 3, 1999
[SEAL]
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W HOLDING COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------
Name: Xxxxx X. Xxxxxx
------------------------
Title: President
Executed as of ___________________, 1999
[SEAL]
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APPENDIX I
DIRECTORS OF THE BANK
NAMES AND ADDRESSES OF DIRECTORS TERMS ENDING
-------------------------------- ------------
Xxxxx Xxxx Cros 2001
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
Xxxxx X. Xxxxxxxxx 2001
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
Xxxxxxxxxxx X. Xxxxxxxx 1999
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
Angel Xxxx Xxxxx 2000
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
Xxxxx X. Xxxx 1999
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
Xxxxx X. Xxxxxx 2000
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
Xxxxxxxxx Xxxxxxx 0000
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
