EXHIBIT 2.2
Subsidiary Agreement and Plan of Merger,
dated as of November 19, 2001,
between UnitedTrust Bank and Vista Bank, N.A.
EXHIBIT A
SUBSIDIARY AGREEMENT AND PLAN OF MERGER
This Subsidiary Agreement and Plan of Merger (this
"AGREEMENT") is dated as of November 19, 2001, among UnitedTrust Bank (the
"BANK"), a New Jersey state-chartered commercial banking corporation and a
wholly-owned subsidiary of United National Bancorp ("UNB"), a New Jersey
corporation, Vista Bank, NA, a national banking association ("Vista Bank") and
wholly-owned subsidiary of Vista Bancorp, Inc., a New Jersey corporation
("VISTA"). The principal office of the Bank is located at 0000 Xxxxx 00 Xxxx,
Xxxxxxxxxxx, Xxx Xxxxxx. The Bank has capital of $181.5 million, divided into
4,651,193 shares of common stock, par value $2.50 per share (the "BANK COMMON
STOCK"), capital surplus of $76.2 million and undivided profits, including
capital reserves, of $93.7 million, as of September 30, 2001. The principal
office of Vista Bank is located at 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxx
Xxxxxx 00000-0000. Vista Bank has capital of $57.2 million divided into
2,267,797 shares of common stock, each of $5.00 par value (the "VISTA BANK
COMMON STOCK"), capital surplus of $9.9 million and undivided profits, including
capital reserves, of $35.9 million, as of September 30, 2001.
WHEREAS, the respective Boards of Directors of UNB, Vista, the
Bank and Vista Bank have approved, and deem it advisable and in the best
interests of their respective stockholders to consummate, the business
combination transaction between UNB and Vista set forth in the Agreement and
Plan of Merger, dated as of November 19, 2001 (the "UNB MERGER AGREEMENT"), by
and among UNB, Vista, the Bank and Vista Bank, pursuant to which the Vista will
merge with and into UNB (the "UNB MERGER"); and
WHEREAS, not less than a majority of each of the Boards of
Directors of the Bank and Vista Bank have approved, and deem it advisable to
consummate, the subsidiary merger provided for herein (the "SUBSIDIARY MERGER")
and in the UNB Merger Agreement, in accordance with the provisions of applicable
law;
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth
herein and in the UNB Merger Agreement, and intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE I
THE MERGER
1.1 EFFECTIVE TIME OF THE SUBSIDIARY MERGER. Subject to
the provisions of this Agreement, the Subsidiary Merger shall become effective
in accordance with the terms of the Certificate of Merger which the Bank shall
prepare and execute pursuant to N.J.S.A. 17:9A-137 and Section 214a of the
National Bank Merger Act, as amended (the "CERTIFICATE OF MERGER") and which
shall be filed with the New Jersey Department of Banking and Insurance (the "NEW
JERSEY DEPARTMENT") and the Office of the Comptroller of the CurrencY ("OCC"),
and together with the New Jersey Department, the "BANKING DEPARTMENTS"
respectively, immediately following the Closing Date (as defined below). The
term "SUBSIDIARY MERGER EFFECTIVE TIME" shall be the date and time when the
Subsidiary Merger becomes effective, as set forth in the Certificate of Merger.
1.2 CLOSING. Notwithstanding anything to the contrary
contained in the UNB Merger Agreement, the closing of the Subsidiary Merger will
take place immediately subsequent to the UNB Merger on the date and at the
location specified in the UNB Merger Agreement with respect to the UNB Merger or
at such other time, date or place as may be agreed to by the parties hereto (the
"CLOSING DATE").
1.3. EFFECT OF THE SUBSIDIARY MERGER.
(a) At the Subsidiary Merger Effective Time:
(i) the separate existence of Vista Bank shall cease
and Vista Bank shall be merged with and into the Bank (the Bank is
sometimes referred to as herein as the "SURVIVING BANK");
(ii) the Certificate of Incorporation of the Bank as
in effect immediately prior to the Subsidiary Merger Effective Time
shall be the Certificate of Incorporation of the Surviving Bank until
duly amended in accordance with applicable law, and the name of the
Surviving Bank shall be UnitedTrust Bank;
(iii) the Bylaws of the Bank as in effect immediately
prior to the Subsidiary Merger Effective Time shall be the Bylaws of
the Surviving Bank;
(iv) the main office and branch offices of the Bank
established and authorized immediately prior to the Subsidiary Merger
Effective Time and listed on EXHIBIT A attached hereto, and the main
office and branch offices of Vista Bank established and authorized
immediately prior to the Subsidiary Merger Effective Time and listed on
EXHIBIT B attached hereto shall become established and authorized
branch offices of the Surviving Bank;
(v) the directors of the Bank immediately prior to
the Subsidiary Merger Effective Time and Xxxxxxx Xxxxxxx, Xxxxxx X.
Xxxxx and one other director of Vista to be chosen by the Bank shall be
the directors of the Surviving Bank, each to hold office in accordance
with the Certificate of Incorporation and Bylaws of the Surviving Bank
until their respective successors are duly elected or appointed and
qualified (the names of the directors of the Surviving Bank are listed
on EXHIBIT C attached hereto); and
(vi) the executive officers of the Bank immediately
prior to the Subsidiary Merger Effective Time shall be the executive
officers of the Surviving Bank, each to hold office in accordance with
the Certificate of Incorporation and Bylaws of the Surviving Bank until
their respective successors are duly elected or appointed and
qualified, (the names of the executive officers of the Surviving Bank
are listed on EXHIBIT D attached hereto);
(b) At and after the Subsidiary Merger Effective
Time, the Subsidiary Merger shall have all the effects set forth in N.J.S.A.
17:9A-139 and Section 214b of the National Bank Merger Act, as amended and, in
connection therewith, all assets of the Bank and of Vista Bank as they exist at
the Subsidiary Merger Effective Time shall pass to and vest in the Surviving
Bank without any conveyance or other transfer. The Surviving Bank shall be
responsible for all liabilities and obligations
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of every kind and description of each of Vista Bank and the Bank existing as of
the Subsidiary Merger Effective Time, whether matured or unmatured, accrued,
absolute, contingent or otherwise, and whether or not reflected or reserved
against on balance sheets, books of account or records of Vista Bank or the
Bank.
(c) The business of the Surviving Bank shall be
that of a New Jersey commercial banking corporation, which shall be conducted as
its headquarters or main office at 0000 Xxxxx 00 Xxxx, Xxxxxxxxxxx, Xxx Xxxxxx
and its established and authorized branch offices which are listed on EXHIBITS A
AND B.
ARTICLE II
EFFECT OF THE SUBSIDIARY MERGER ON THE CAPITAL
OF THE CONSTITUENT BANKS; EXCHANGE OF CERTIFICATES
2.1 EFFECT ON VISTA BANK CAPITAL STOCK. At the Subsidiary
Merger Effective Time, by virtue of the Subsidiary Merger and without any action
on the part of the holder of any shares of Vista Bank Common Stock, all shares
of Vista Bank Common Stock (other than shares of Vista Bank Common Stock that
are owned by Vista Bank as treasury stock) shall be cancelled. All shares of
Vista Bank Common Stock that are owned by Vista Bank as treasury stock or that
are owned by UNB or the Bank shall be automatically cancelled and retired and
shall cease to exist and no stock of the Bank or other consideration shall be
delivered in exchange therefore.
2.2 THE BANK COMMON STOCK. The shares of the Bank Common
Stock issued and outstanding immediately prior to the Subsidiary Merger
Effective Time shall remain outstanding and unchanged after the Subsidiary
Merger.
2.3 CAPITAL OF SURVIVING BANK. The amount of capital
stock of the Surviving Bank immediately following the Subsidiary Merger
Effective Time shall be $181.5 million, divided into 4,651,193 shares of common
stock, par value $2.50 per share, and immediately following the Subsidiary
Merger Effective Time, the Surviving Bank shall have a surplus of $143.3 million
and undivided profits, including capital reserves, which, when combined with the
capital and surplus, will be equal to the combined capital structures of Vista
Bank and the Bank referred to in the preamble of this Agreement, adjusted,
however, for normal earnings and expenses between September 30, 2001 and the
Subsidiary Merger Effective Time and the redemption of Vista Bank Common Stock
pursuant to Section 2.1 hereof.
ARTICLE III
COVENANTS
3.1 COVENANTS OF THE BANK AND VISTA BANK. During the
period from the date of this Agreement and continuing until the Subsidiary
Merger Effective Time, each of the parties hereto agrees to observe and perform
all their agreements and covenants in the UNB Merger Agreement. Each of the
parties hereto agrees to use all reasonable efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement, subject to and in
accordance with the applicable provisions of the UNB Merger Agreement.
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ARTICLE IV
CONDITIONS PRECEDENT
4.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
SUBSIDIARY MERGER. The respective obligations of each party to effect the
Subsidiary Merger shall be subject to the satisfaction prior to the Closing Date
of the following conditions:
(a) SATISFACTION OF CONDITIONS. Each condition
to consummation of the UNB Merger contained in the UNB Merger Agreement shall
have been satisfied (or waived by the party or parties entitled to assert such
condition), and each party shall have received a certificate from the other
party to the effect that all of the conditions to its obligation to consummate
the UNB Merger contained in the UNB Merger Agreement have been satisfied or
waived.
(b) NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY. No
order, injunction or decree issued by any court or agency of competent
jurisdiction or other legal restraint or prohibition preventing the consummation
of the Subsidiary Merger shall be in effect. No statute, rule, regulation,
order, injunction or decree shall have been enacted, entered, promulgated or
enforced by any Governmental Entity which prohibits, restricts or makes illegal
the consummation of the Subsidiary Merger.
(c) STOCKHOLDER APPROVALS. This Agreement and
the transactions contemplated hereby shall have been duly approved, ratified and
confirmed in accordance with applicable law and the respective articles of
association or certificate of incorporation and By-laws of Vista Bank and the
Bank by the affirmative vote of the stockholders of Vista Bank and the Bank,
such vote adopted at a meeting of each such sole stockholder or by each such
stockholder's written consent in lieu thereof.
(d) OTHER APPROVALS. Other than the filings and
approvals provided for by Section 1.1, all requisite regulatory approvals
relating to the Subsidiary Merger shall have been filed, occurred or been
obtained and shall continue to be in full force and effect. In addition, all
consents, approvals and permits of and notices to non-governmental third parties
that are necessary to consummate the Subsidiary Merger shall have been filed,
occurred or been obtained and shall continue to be in full force and effect.
ARTICLE V
TERMINATION AND AMENDMENT
5.1 TERMINATION. This Agreement shall be terminated
immediately and without any action on the part of Vista Bank or the Bank upon
termination of the UNB Merger Agreement. This Agreement may be terminated at any
time prior to the Subsidiary Merger Effective Time by mutual consent of the Bank
and Vista Bank in a written instrument, if the Board of Directors of each so
determines by a vote of a majority of the members of its entire board.
5.2 EFFECT OF TERMINATION. In the event of termination of
this Agreement as provided in Section 5.1, this Agreement shall forthwith become
void and there shall be no liability or obligation
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under this Agreement on the part of the Bank, Vista Bank or their respective
officers, directors or affiliates.
5.3 AMENDMENT. This Agreement may be amended by the
parties hereto, by action taken or authorized by their respective Boards of
Directors. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the parties hereto.
ARTICLE VI
GENERAL PROVISIONS
6.1 NON-SURVIVAL OF AGREEMENTS. None of the agreements in
this Agreement or in any instrument delivered pursuant to this Agreement shall
survive the Effective Time, except to the extent set forth in the UNB Merger
Agreement.
6.2 NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered personally,
telecopied (with confirmation) or mailed by registered or certified mail (return
receipt requested) to the Bank or to Vista Bank, respectively, at the addresses
for notices to UNB or Vista, respectively, as set forth in the UNB Merger
Agreement, with copies to the persons referred to therein.
6.3 COUNTERPARTS. This Agreement may be adopted,
certified and executed in separate counterparts, each of which shall be
considered one and the same agreement and shall become effective when all
counterparts have been signed by each of the parties and delivered to the other
party, it being understood that both parties need not sign the same counterpart.
6.4 ENTIRE AGREEMENT. Except as otherwise set forth in
this Agreement or the UNB Merger Agreement (including the documents and the
instruments referred to herein or therein), this Agreement constitutes the
entire agreement, and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof.
6.5 GOVERNING LAW. Except as to matters governed by the
National Bank Merger Act, as amended, this Agreement shall be governed and
construed in accordance with the laws of the State of New Jersey without regard
to any applicable conflicts of law.
6.6 BINDING EFFECT. This Agreement is intended to be
binding on any successors of the parties.
6.7 ASSIGNMENT. Except as provided herein, neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto (whether by operation of law or otherwise)
without the prior written consent of the other party.
IN WITNESS WHEREOF, the Bank and Vista Bank have caused this
Agreement to be signed by their duly authorized officers, under the respective
seal of such entities, all as of the date first above written.
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XXXXXX XXXXXXXXXXX XXXX
By: By:
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Xxxxx X. Xxxxx, Xx., Secretary Xxxxxx X. Xxxxxx, Chairman and CEO
ATTEST VISTA BANK, N.A.
By: By:
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Xxxx X. Xxxxxxx, Secretary to the Board Xxxxxxx Xxxxxxx, Chairman, President
and Chief Executive Officer
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EXHIBIT A
Locations of the Main Office and Branch Offices of the Bank
1
EXHIBIT B
Names and Locations of the Main Office and Branch Offices of Vista Bank
2
EXHIBIT C
NAMES OF THE DIRECTORS OF THE SURVIVING BANK
3
EXHIBIT D
NAMES OF THE EXECUTIVE OFFICERS OF THE SURVIVING BANK
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