EXHIBIT 2.1
AGREEMENT OF MERGER
BETWEEN
FIRST MARYLAND BANCORP
AND
ALLFIRST FINANCIAL INC.
NOW, THEREFORE, in consideration of the mutual agreements set forth herein,
and for other good and valuable consideration the validity and sufficiency of
which are hereby acknowledged, First Maryland Bancorp and Allfirst Financial
Inc. agree as follows:
FIRST: First Maryland Bancorp and Allfirst Financial Inc. shall merge (the
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"Merger") in the manner hereinafter set forth. Allfirst Financial Inc.
("Surviving Corporation") will survive the Merger as a Delaware corporation.
The sole purpose of the Merger is to allow First Maryland Bancorp to change the
state of its incorporation from Maryland to Delaware.
SECOND: The parties shall prepare and file with the Secretary of State of
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Delaware a certificate of merger, as permitted by Section 252 of the General
Corporation Law of the State of Delaware. The parties shall also prepare and
file with the State Department of Assessments and Taxation of Maryland articles
of merger, as required under the Maryland General Corporation Law.
THIRD: The principal office of Surviving Corporation shall be located at 25
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X. Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxx, Xxxxxxxx 00000.
FOURTH: The certificate of incorporation of Surviving Corporation in effect
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immediately prior to the Merger will be the certificate of incorporation of
Surviving Corporation, and such certificate of incorporation will not be amended
as a result of the Merger.
FIFTH: (a)(i) The total number of shares of all classes of capital stock
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which Surviving Corporation is authorized to issue ("Surviving Corporation
Capital Stock") is 1,300,000 shares, divided into the following classes:
1,200,000 shares of common stock, without par value; 90,000 shares of 4.50%
Redeemable Preferred Stock, par value $5.00 per share; and 10,000 shares of
Preferred Stock, par value $1.00 per share.
(ii) The total number of shares of all classes of stock which Merging
Corporation is authorized to issue (collectively, "Merging Corporation Capital
Stock") is 1.209 billion shares, divided into the following classes:
1,200,000,000 shares of common stock, par value $1/7 per share ("Merging
Corporation
Common Stock"); 90,000 shares of 4.50% Redeemable Preferred Stock,
par value $5.00 per share (the "4.50% Preferred Stock"); and 9,000,000 shares of
Preferred Stock, Series A, par value $5.00 per share ("Series A Preferred").
(b) The manner and basis of converting or exchanging issued stock of the
merging corporations and the treatment of any issued stock of the merging
corporations not to be converted or exchanged are as follows:
(i) Each share of Surviving Corporation Capital Stock, if any, which
is issued and outstanding at the effective time of the Merger (the "Effective
Time") shall remain issued and outstanding and shall be unaffected by the
Merger.
(ii) Each share of Merging Corporation Common Stock outstanding
immediately prior to the Effective Time shall be converted into the right to
receive 1/1000 of a share of the common stock of Surviving Corporation.
(iii) Each share of 4.50% Preferred Stock outstanding immediately
prior to the Effective Time shall be converted into the right to receive one
share of the 4.50% Redeemable Preferred Stock, par value $5.00 per share, of
Surviving Corporation.
(iv) Each share of Series A Preferred outstanding immediately prior to
the Effective Time shall be cancelled without consideration.
(c) All shares of Merging Corporation Common Stock that are owned by
Merging Corporation as treasury stock and all shares of Merging Corporation
Common Stock owned by Surviving Corporation or any of its affiliates immediately
prior to the Effective Time, other than any such shares held directly or
indirectly in trust accounts, managed accounts and similar accounts or otherwise
held in a fiduciary or custodial capacity that are beneficially owned by third
parties, and other than any shares of Merging Corporation Common Stock held by
Surviving Corporation or its affiliates in respect of debt previously
contracted, shall be cancelled and shall cease to exist and no consideration
shall be delivered in exchange therefor.
(d) After the Effective Time, each holder of a certificate for theretofore
outstanding shares of Merging Corporation Capital Stock, upon surrender to
Surviving Corporation of such certificate, shall be entitled to receive in
exchange therefor the shares of capital stock of Surviving Corporation into
which such Merging Corporation Capital Stock is converted, as provided in this
Article FIFTH. Until so surrendered, each outstanding certificate which, prior
to the Effective Time represented
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Merging Corporation Capital Stock will be deemed to evidence the right to
receive such shares of capital stock of Surviving Corporation. After the
Effective Time, there shall be no further registration or transfer on the
records of Merging Corporation Capital Stock. No interest shall accrue or be
payable on the shares of capital stock of Surviving Corporation to be delivered
in exchange for shares of Merging Corporation Capital Stock, regardless of when
any such amount is actually received by a holder of Merging Corporation Capital
Stock.
SIXTH: Surviving Corporation and Merging Corporation agree to take all
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such actions and do all such things as are necessary or advisable in order to
effect the Merger.
(signatures appear on next page)
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IN WITNESS WHEREOF, this Agreement of Merger has been duly executed by the
parties on September 13, 1999.
FIRST MARYLAND BANCORP
By: /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx
Executive Vice President
ALLFIRST FINANCIAL INC.
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Executive Vice President
The undersigned, being the duly appointed and acting Assistant Secretary of
Allfirst Financial Inc., a Delaware corporation (the "Corporation"), hereby
certifies that this Agreement of Merger has been duly adopted by the Board of
Directors of the Corporation pursuant to Section 251(f) of the General
Corporation Law of the State of Delaware and that as of the date of this
certificate, no shares of capital stock of the Corporation have been issued or
are outstanding.
Date: September 13, 1999 /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
Assistant Secretary
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