Agreement to Merge between each of The Richland Trust Company Century National Bank The First-Knox National Bank of Mount Vernon United Bank, N.A. Second National Bank The Security National Bank and Trust Co. The Citizens National Bank of Urbana and...
Exhibit 2.1
between each of
The Richland Trust Company
Century National Bank
The First-Xxxx National Bank of Mount Xxxxxx
United Bank, N.A.
Second National Bank
The Security National Bank and Trust Co.
The Citizens National Bank of Urbana
and
The Park National Bank
under the charter of
The Park National Bank
under the title of
The Park National Bank
This Agreement to Merge (this “Agreement”), entered into as of May 21, 2008, is made by and between
(a) each of (i) The Richland Trust Company, a banking corporation organized under the laws of the
State of Ohio (“RTC”); (ii) Century National Bank, a banking association organized under the laws
of the United States of America (“CNB”); (iii) The First-Xxxx National Bank of Mount Xxxxxx, a
banking association organized under the laws of the United States of America (“FKNB”); (iv) United
Bank, N.A., a banking association organized under the laws of the United States of America (“UB”);
(v) Second National Bank, a banking association organized under the laws of the United States of
America (“SNB”); (vi) The Security National Bank and Trust Co., a banking association organized
under the laws of the United States of America (“SEC”), and (vii) The Citizens National Bank of
Urbana, a banking association organized under the laws of the United States of America (“CIT”); and
(b) The Park National Bank, a banking association organized under the laws of the United States of
America (“PNB”).
WITNESSETH:
WHEREAS, each of RTC, CNB, FKNB, UB, SNB, SEC and CIT (each, a “Merging Bank” and collectively, the
“Merging Banks”) and PNB is a wholly-owned subsidiary of Park National Corporation, an Ohio
corporation which is a bank holding company that has made an effective election to become a
financial holding company (“Park”); and
WHEREAS, as of September 30, 2007, the capital stock, surplus and undivided profits (including
capital reserves) of each of the Merging Banks and PNB consisted of those amounts set forth in the
following table:
| Undivided Profits | ||||||||||||||||||
| Class and Number | (including capital | |||||||||||||||||
| Bank | Capital Stock | of Shares | Par Value | Surplus | reserves) | |||||||||||||
RTC
|
$ | 1,457,000 | Common Shares — 145,700 | $ | 10.00 | $ | 14,043,000 | $ | 14,288,000 | |||||||||
CNB
|
$ | 862,820 | Common Stock — 862,820 | $ | 1.00 | $ | 59,681,180 | $ | 6,748,000 | |||||||||
FKNB
|
$ | 1,958,000 | Common Stock — 626,544 | $ | 3.125 | $ | 8,528,000 | $ | 25,664,000 | |||||||||
UB
|
$ | 1,580,640 | Common Stock — 158,064 | $ | 10.00 | $ | 6,500,000 | $ | 4,340,000 | |||||||||
SNB
|
$ | 452,000 | Common Stock — 155,648 | $ | 2.904 | $ | 3,172,000 | $ | 16,918,000 | |||||||||
SEC
|
$ | 2,044,150 | Common Stock — 1,308,256 | $ | 1.5625 | $ | 33,815,850 | $ | 11,858,000 | |||||||||
CIT
|
$ | 1,500,000 | Common Stock — 60,000 | $ | 25.00 | $ | 2,000,000 | $ | 8,524,000 | |||||||||
PNB
|
$ | 10,000,000 | Common Stock — 1,250,000 | $ | 8.00 | $ | 81,587,000 | $ | 52,868,000 | |||||||||
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WHEREAS, the main office of each of the Merging Banks and PNB is located at the address set forth
in the following table:
| Bank | Address | |
RTC
|
0 Xxxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, County of Richland, State of Ohio | |
CNB
|
00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, County of Muskingum, State of Ohio | |
FKNB
|
Xxx Xxxxx Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxx 00000, County of Xxxx, State of Ohio | |
UB
|
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxx 00000, County of Xxxxxxxx, State of Ohio | |
SNB
|
000 Xxxxx Xxxxxxxx, Xxxxxxxxxx, Xxxx 00000, County of Darke, State of Ohio | |
SEC
|
00 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxx 00000, County of Xxxxx, State of Ohio | |
CIT
|
Xxx Xxxxxxxx Xxxxxx, Xxxxxx, Xxxx 00000, County of Champaign, State of Ohio | |
PNB
|
00 Xxxxx Xxxxx Xxxxxx, Xxxxxx, Xxxx 00000, County of Licking, State of Ohio |
WHEREAS, in addition to shares of common stock, each of CNB, FKNB, SEC and PNB is authorized to
issue shares of a class of perpetual, non-cumulative preferred stock as set forth in the following
table, none of which shares are issued as of the date of this Agreement:
| Number of Shares | ||||||||||
| Bank | Class | Par Value | Authorized | |||||||
CNB
|
Class A non-cumulative, perpetual preferred stock | $ | 1,000.00 | 16,000 | ||||||
FKNB
|
Class A non-cumulative, perpetual preferred stock | $ | 1,000.00 | 15,920 | ||||||
SEC
|
Class A non-cumulative, perpetual preferred stock | $ | 1,000.00 | 17,400 | ||||||
PNB
|
Class A non-cumulative, perpetual preferred stock | $ | 1,000.00 | 32,600 | ||||||
WHEREAS, each of the Boards of Directors of RTC, CNB, FKNB, UB, SNB, SEC, CIT and PNB has
determined that it is in the best interests of their respective entities and Park (the sole
shareholder of each of the Merging Banks and PNB) for each of RTC, CNB, FKNB, UB, SNB, SEC and CIT
to merge with and into PNB upon the terms and subject to the conditions set forth in this
Agreement, which mergers will be consummated on a serial basis in such order and with such
respective effective times as determined by each of the respective Merging Banks and PNB to be
appropriate and in the best interest of their respective operations and approved by the Office of
the Comptroller of the Currency of the United States of America (the “OCC”); and
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WHEREAS, the Boards of Directors of RTC, CNB, FKNB, UB, SNB, SEC, CIT and PNB have each authorized
and approved this Agreement by resolutions duly authorized and adopted by the vote of at least a
majority of its members pursuant to the authority given by and in accordance with the provisions of
the laws of the United States of America applicable to national banking associations, including,
without limitation, 12 U.S.C. Section 215a and the regulations promulgated thereunder, and the laws
of the State of Ohio applicable to Ohio banking corporations, including, without limitation,
Chapter 1115 and Chapter 1701 of the Ohio Revised Code and the administrative rules promulgated
thereunder, in each case as appropriate;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements of the
parties contained herein, it is hereby agreed by and between each of the Merging Banks and PNB that
the terms of the mergers of each of the Merging Banks with and into PNB contemplated by this
Agreement and the mode of carrying each such merger into effect, shall be as follows:
Section 1.
Each of RTC, CNB, FKNB, UB, SNB, SEC and CIT shall be merged with and into PNB under the national
banking charter of PNB (the mergers are hereafter referred to individually as the “RTC Merger”, the
“CNB Merger”, the “FKNB Merger”, the “UB Merger”, the “SNB Merger”, the “SEC Merger” and the “CIT
Merger”, respectively, and collectively as the “Mergers”). The Mergers shall be consummated on a
serial basis in such order and with such respective effective times as determined by each of the
respective Merging Banks and PNB to be appropriate and in the best interest of their respective
operations and approved by the OCC. PNB shall be the surviving association in each of the Mergers
(the “Surviving Association”), PNB shall continue to exist as a national banking association under
the laws of the United States of America and PNB shall be the only one of PNB and RTC, CNB, FKNB,
UB, SNB, SEC or CIT, as appropriate, to continue its separate existence after the effective time of
the RTC Merger, the CNB Merger, the FKNB Merger, the UB Merger, the SNB Merger, the SEC Merger and
the CIT Merger, respectively.
Section 2.
The name of the Surviving Association in each of the RTC Merger, the CNB Merger, the FKNB Merger,
the UB Merger, the SNB Merger, the SEC Merger and the CIT Merger shall be The Park National Bank.
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Section 3.
Each of the RTC Merger, the CNB Merger, the FKNB Merger, the UB Merger, the SNB Merger, the SEC
Merger and the CIT Merger shall become effective at the time specified in the respective merger
approval to be issued by the OCC.
Section 4.
The business of the Surviving Association shall be that of a national banking association. The
Surviving Association’s business shall be conducted by the Surviving Association at its main office
to be located at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxx, Xxxx 00000, and at its legally established
branches.
Section 5.
The amount of capital stock of the Surviving Association shall be $10,000,000, divided into
1,250,000 shares of common stock, each of $8.00 par value. At the time each of the RTC Merger, the
CNB Merger, the FKNB Merger, the UB Merger, the SNB Merger, the SEC Merger and the CIT Merger,
respectively, shall become effective, the Surviving Association shall have a surplus equal to the
sum of (a) the amount of surplus, as stated in the recitals to this Agreement, of PNB and (b) the
amounts of capital stock and surplus, as stated in the recitals to this Agreement, of the Merging
Bank and any other Merging Bank(s) as to which the merger of such other Merging Bank(s) with and
into PNB has become effective, and undivided profits, including capital reserves, which when
combined with the capital stock and surplus will be equal to the combined capital structures, as
stated in the recitals to this Agreement of PNB, the Merging Bank and any other Merging Bank(s) as
to which the merger of such other Merging Bank(s) with and into PNB has become effective, adjusted
in each case, however, for normal earnings and expenses (and, if applicable, purchase accounting
adjustments) of PNB, the Merging Bank and any other Merging Bank(s) as to which the merger of such
other Merging Bank(s) with and into PNB has become effective, between October 1, 2007, and the
respective effective time of the merger of each such Merging Bank and other Merging Bank(s) with
and into PNB. At the time that the last of the Mergers to become effective shall have become
effective, the Surviving Association shall have a surplus of $219,181,640, and undivided profits,
including capital reserves, which when combined with the capital stock and surplus will be equal to
the combined capital structures of the Merging Banks and PNB as stated in the recitals to this
Agreement, adjusted, however, for normal earnings and expenses (and, if applicable, purchase
accounting adjustments) of PNB and RTC, CNB, FKNB, UB, SNB, SEC or CIT, as appropriate, between
October 1, 2007, and the effective time of the RTC Merger, the CNB Merger, the FKNB Merger, the UB
Merger, the SNB Merger, the SEC Merger and the CIT Merger, respectively.
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Section 6.
At the effective time of the RTC Merger, the CNB Merger, the FKNB Merger, the UB Merger, the SNB
Merger, the SEC Merger and the CIT Merger, respectively, the RTC Merger, the CNB Merger, the FKNB
Merger, the UB Merger, the SNB Merger, the SEC Merger or the CIT Merger, as appropriate, shall have
the effects prescribed by the provisions of the laws of the United States of America applicable to
national banking associations, including, without limitation, 12 U.S.C. Section 215a and the
regulations promulgated thereunder, and the laws of the State of Ohio applicable to Ohio banking
corporations, including, without limitation, Chapter 1115 and Chapter 1701 of the Ohio Revised Code
and the administrative rules promulgated thereunder, in each case as appropriate. All assets of
PNB and RTC, CNB, FKNB, UB, SNB, SEC or CIT, as appropriate, as they exist at the effective time of
the RTC Merger, the CNB Merger, the FKNB Merger, the UB Merger, the SNB Merger, the SEC Merger and
the CIT Merger, respectively, shall pass to and vest in the Surviving Association without any
conveyance or other transfer. The Surviving Association shall be responsible for all of the
liabilities of every kind and description, including liabilities arising from the operation of a
trust department, of RTC, CNB, FKNB, UB, SNB, SEC or CIT, as appropriate, and PNB existing as of
the effective time of the RTC Merger, the CNB Merger, the FKNB Merger, the UB Merger, the SNB
Merger, the SEC Merger and the CIT Merger, respectively.
Section 7.
At the effective time of the RTC Merger, the CNB Merger, the FKNB Merger, the UB Merger, the SNB
Merger, the SEC Merger and the CIT Merger, respectively, PNB and RTC, CNB, FKNB, UB, SNB, SEC or
CIT, as appropriate, shall have on hand acceptable assets having a book value in excess of their
respective liabilities as set forth in the following table, adjusted, however, for normal earnings
and expenses of PNB and RTC, CNB, FKNB, UB, SNB, SEC or CIT, as appropriate, between October 1,
2007, and the effective time of the RTC Merger, the CNB Merger, the FKNB Merger, the UB Merger, the
SNB Merger, the SEC Merger and the CIT Merger, respectively.
| Bank | Equity | |||
RTC |
$ | 29,788,000 | ||
CNB |
$ | 67,292,000 | ||
FKNB |
$ | 36,150,000 | ||
UB |
$ | 12,421,000 | ||
SNB |
$ | 20,542,000 | ||
SEC |
$ | 47,718,000 | ||
CIT |
$ | 12,024,000 | ||
PNB |
$ | 144,455,000 | ||
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Section 8.
At the effective time of the merger of each of the Merging Banks with and into PNB: (a) each of
the 1,250,000 shares of common stock, each of $8.00 par value, of PNB issued and outstanding
immediately prior to the effective time of the merger of such Merging Bank with and into PNB shall,
by virtue of the merger of such Merging Bank with and into PNB and without any action on the part
of the holder thereof, be converted into and constitute one share of common stock, each of $8.00
par value, of the Surviving Association; and (b) each share of common stock (or common share, in
the case of RTC) of the Merging Bank issued and outstanding immediately prior to the merger of such
Merging Bank with and into PNB shall, by virtue of the merger of such Merging Bank with and into
PNB and without any action on the part of the holder thereof, be extinguished and shall cease to
exist, and shall not be converted into shares of common stock of the Surviving Association or the
right to receive cash or other property.
Section 9.
Prior to the effective time of any of the CNB Merger, the FKNB Merger and the SEC Merger, CNB,
FKNB, SEC and PNB will be authorized to issue the number of shares of Class A non-cumulative,
perpetual preferred stock set forth in the following table, none of which is anticipated to be
issued as of any such effective time:
| Bank | Shares | |||
CNB |
16,000 | |||
FKNB |
15,920 | |||
SEC |
17,400 | |||
PNB |
32,600 | |||
Total |
81,920 | |||
At the time that each of the CNB Merger, the FKNB Merger and the SEC Merger, respectively, shall
become effective, the number of shares of Class A non-cumulative, perpetual preferred stock, each
of $1,000.00 par value, which the Surviving Association shall then be authorized to issue shall be
the number of shares of Class A non-cumulative, perpetual preferred stock which PNB was authorized
to issued immediately prior to such effective time increased by the number of shares of Class A
non-cumulative, perpetual preferred stock which CNB, FKNB or SEC, as appropriate, was authorized to
issue immediately prior to such effective time. At the time the last of the Mergers to become
effective shall have become effective, the number of shares of Class A non-cumulative, perpetual
preferred stock, each of $1,000.00 par value, which the Surviving Association shall then be
authorized to issue shall be 81,920.
Section 10.
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The members of the Board of Directors of PNB immediately prior to the effective time of the merger
of each of the Merging Banks with and into PNB shall continue to serve as the members of the Board
of Directors of the Surviving Association until the next annual meeting of the shareholders of the
Surviving Association or until such time as their respective successors have been elected and have
qualified.
Section 11.
The officers of PNB immediately prior to the effective time of the merger of each of the Merging
Banks with and into PNB shall continue to serve as the officers of the Surviving Association, each
to hold office until changed in accordance with applicable law.
Section 12.
Effective as of the time that each of the RTC Merger, the CNB Merger, the FKNB Merger, the UB
Merger, the SNB Merger, the SEC Merger and the CIT Merger shall become effective as specified in
the merger approval to be issued by the OCC, the Articles of Association of the Surviving
Association shall read in their entirety as set forth on Exhibit A attached to this
Agreement, provided that Article Fifth of the Articles of Association of the Surviving Association
shall reflect the authorization of the number of shares of Class A non-cumulative, perpetual
preferred stock, each of $1,000.00 par value, contemplated by Section 9 of this Agreement.
Section 13.
The by-laws of PNB, as in effect immediately prior to the effective time of the merger of each of
the Merging Banks with and into PNB, shall be the by-laws of the Surviving Association until
amended in accordance with applicable law.
Section 14.
This Agreement may be terminated as to any one of the Merging Banks by the mutual action of the
Boards of Directors of such Merging Bank and PNB.
Section 15.
This Agreement shall be ratified and confirmed by the affirmative vote of Park, the sole
shareholder of each of the Merging Banks and PNB, and in accordance with the laws of the United
States of America applicable to national banking associations and the laws of the State of Ohio
applicable to Ohio banking corporation, as appropriate.
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Section 16.
This Agreement may be executed in multiple counterparts, each of which shall be deemed to be a
duplicate original, but all of which taken together shall be deemed to constitute a single
agreement.
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WITNESS, the signatures and seals of the Merging Banks and PNB this 21st day of May, 2008, each set
by its President and attested to by its Secretary, pursuant to a resolution of its Board of
Directors, acting by at least a majority.
| THE PARK NATIONAL BANK | ||||||||||||||
| Attest: | ||||||||||||||
| By: | /s/ Xxxxxx X. Xxxxx | By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||||
| Printed Name: | Xxxxxx X. Xxxxx | Printed Name: | Xxxxx X. Xxxxxxxx | |||||||||||
| Title: | Secretary | Title: | President | |||||||||||
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| THE RICHLAND TRUST COMPANY | ||||||||||||||
| Attest: | ||||||||||||||
| By: | /s/ Xxxxx Xxxx | By: | /s/ Xxxxx X. Xxxxx | |||||||||||
| Printed Name: | Xxxxx Xxxx | Printed Name: | Xxxxx X. Xxxxx | |||||||||||
| Title: | Secretary | Title: | President | |||||||||||
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| CENTURY NATIONAL BANK | ||||||||||||||
| Attest: | ||||||||||||||
| By: | /s Xxxxxxx Xxxxxxxx | By: | /s/ Xxxxxx X. Xxxxx | |||||||||||
| Printed Name: | Xxxxxxx Xxxxxxxx | Printed Name: | Xxxxxx X. Xxxxx | |||||||||||
| Title: | Secretary | Title: | President | |||||||||||
00
| XXX XXXXX-XXXX XXXXXXXX XXXX XX XXXXX XXXXXX |
||||||||||||||
| Attest: | ||||||||||||||
| By: | /s/ Xxxxx Xxxxx | By: | /s/ Xxxxxx X. Xxxxx | |||||||||||
| Printed Name: | Xxxxx Xxxxx | Printed Name: | Xxxxxx X. Xxxxx | |||||||||||
| Title: | Secretary | Title: | President | |||||||||||
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| UNITED BANK, N.A. | ||||||||||||||
| Attest: | ||||||||||||||
| By: | /s/ Xxxxxxx X. Xxxxxx | By: | /s/ Xxxxxx X. Xxxxx | |||||||||||
| Printed Name: | Xxxxxxx X. Xxxxxx | Printed Name: | Xxxxxx X. Xxxxx | |||||||||||
| Title: | Secretary | Title: | President | |||||||||||
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| SECOND NATIONAL BANK | ||||||||||||||
| Attest: | ||||||||||||||
| By: | /s/ Xxxx Xxxxxxx | By: | /s/ Xxxxxx X. Xxxxxxx | |||||||||||
| Printed Name: | Xxxx Xxxxxxx | Printed Name: | Xxxxxx X. Xxxxxxx | |||||||||||
| Title: | Secretary | Title: | President | |||||||||||
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| THE SECURITY NATIONAL BANK AND TRUST CO. |
||||||||||||||
| Attest: | ||||||||||||||
| By: | /s/ Xxxxxx X. Xxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxx | |||||||||||
| Printed Name: | Xxxxxx X. Xxxxxx | Printed Name: | Xxxxxxx X. Xxxxxxx | |||||||||||
| Title: | Secretary | Title: | President | |||||||||||
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| THE CITIZENS NATIONAL BANK OF URBANA |
||||||||||||||
| Attest: | ||||||||||||||
| By: | /s/ Xxxxxxx Xxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxx | |||||||||||
| Printed Name: | Xxxxxxx Xxxxxx | Printed Name: | Xxxxxxx X. Xxxxxxx | |||||||||||
| Title: | Secretary | Title: | President | |||||||||||
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