EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization, dated as of November 24, 1999
(the "Agreement"), by and between Harleysville Savings Bank ("Harleysville
Savings" or the "Surviving Bank"), a Pennsylvania-chartered stock savings bank,
and Harleysville Interim Savings Bank ("Interim"), a Pennsylvania-chartered
interim savings bank which will be organized for the sole purpose of
consummating the reorganization provided for herein, and Harleysville Savings
Financial Corporation (the "Company"), a Pennsylvania corporation.
WITNESSETH:
WHEREAS, the Board of Directors of Harleysville Savings has determined
that it is in the best interests of Harleysville Savings and its stockholders
for Harleysville Savings to be reorganized into a holding company form of
ownership; and
WHEREAS, Harleysville Savings has caused the Company to be organized
under Pennsylvania law as a wholly-owned subsidiary for the purpose of becoming
the holding company of Harleysville Saving; and
WHEREAS, the formation of a holding company by Harleysville Savings
will be facilitated by causing the Company to become the sole stockholder of a
newly-formed interim Pennsylvania-chartered stock savings bank, and then merging
the interim savings bank with and into Harleysville Savings, so that as part of
the merger all of the outstanding shares of common stock of Harleysville Savings
will be converted automatically into and become shares of common stock of the
Company, which would then become the sole stockholder of Harleysville Savings
(the "Merger"); and
WHEREAS, Interim is being organized by Harleysville Savings as an
interim Pennsylvania-chartered stock savings bank with the Company as its sole
stockholder in order to effect the Merger; and
WHEREAS, Harleysville Savings and Interim (the "Constituent Banks")
desire to provide for the terms and conditions of the Merger.
NOW, THEREFORE, Harleysville Savings, Interim and the Company hereby
agree as follows:
1. EFFECTIVE DATE. The Merger shall become effective as of the date of
the filing of the articles of merger relating to the Merger filed with the
Department of State of the Commonwealth of Pennsylvania pursuant to 7 P.S.
Section 1609(g), or any successor thereto (the "Effective Date").
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2. THE MERGER AND EFFECT THEREOF. Subject to the terms and conditions
set forth herein, including, without limitation, the prior approval of the
Department of Banking of the Commonwealth of Pennsylvania ("Department") and the
Board of Governors of the Federal Reserve System ("Federal Reserve Board") and
the expiration of all applicable waiting periods, Interim shall merge with and
into Harleysville Savings, which shall be the Surviving Bank. Upon consummation
of the Merger, the Surviving Bank shall be considered the same business and
corporate entity as each of the Constituent Banks and thereupon and thereafter
all the property, rights, powers and franchises of each of the Constituent Banks
shall vest in the Surviving Bank and the Surviving Bank shall be subject to and
be deemed to have assumed all of the debts, liabilities, obligations and duties
of each of the Constituent Banks and shall have succeeded to all of each of
their relationships, fiduciary or otherwise, as fully and to the same extent as
if such property, rights, privileges, powers, franchises, debts, obligations,
duties and relationships had been originally acquired, incurred or entered into
by the Surviving Bank. In addition, any reference to either of the Constituent
Banks in any contract, will or document, whether executed or taking effect
before or after the Effective Date, shall be considered a reference to the
Surviving Bank if not inconsistent with the other provisions of the contract,
will or document; and any pending action or other judicial proceeding to which
either of the Constituent Banks is a party shall not be deemed to have abated or
to have been discontinued by reason of the Merger, but may be prosecuted to
final judgment, order or decree in the same manner as if the Merger had not
occurred or the Surviving Bank may be substituted as a party to such action or
proceeding, and any judgment, order or decree may be rendered for or against it
that might have been rendered for or against either of the Constituent Banks if
the Merger had not occurred.
3. CONVERSION OF STOCK.
(a) On the Effective Date, (i) each share of common stock, par
value $1.00 per share, of Harleysville Savings ("Harleysville Savings Common
Stock") issued and outstanding immediately prior to the Effective Date shall, by
virtue of the Merger and without any action on the part of the holder thereof,
be converted into one share of common stock, par value $.01 per share, of the
Company ("Company Common Stock"), (ii) each share of common stock, par value
$.01 per share, of Interim ("Interim Common Stock") issued and outstanding
immediately prior to the Effective Date shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted into one
share of Harleysville Savings Common Stock, and (iii) each share of Company
Common Stock issued and outstanding immediately prior to the Effective Date
shall, by virtue of the Merger and without any action on the part of the holder
thereof, be cancelled. By voting in favor of this Agreement, the Company, as the
sole stockholder of Interim, shall have agreed (i) to issue shares of Company
Common Stock in accordance with the terms hereof and (ii) to cancel all
previously issued and outstanding shares of Company Common Stock upon the
effectiveness of the Merger.
(b) On and after the Effective Date, there shall be no
registrations of transfers on the stock transfer books of Interim or
Harleysville Savings of shares of Interim Common Stock or Harleysville Savings
Common Stock which were outstanding immediately prior to the Effective Date.
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4. EXCHANGE OF SHARES.
(a) At or after the Effective Date, each holder of a
certificate or certificates theretofore evidencing issued and outstanding shares
of Harleysville Savings Common Stock, upon surrender of the same to an agent,
duly appointed by the Company (the "Exchange Agent"), shall be entitled to
receive in exchange therefor a certificate or certificates representing the
number of full shares of Company Common Stock for which the shares of
Harleysville Savings Common Stock theretofore represented by the certificate or
certificates so surrendered shall have been converted as provided in Section 3
hereof. The Exchange Agent shall mail to each holder of record of an outstanding
certificate which immediately prior to the Effective Date evidenced shares of
Harleysville Savings Common Stock, and which is to be exchanged for Company
Common Stock as provided in Section 3 hereof, a form of letter of transmittal
(which shall specify that delivery shall be effected, and risk of loss and title
to such certificate shall pass, only upon delivery of such certificate to the
Exchange Agent) advising such holder of the terms of the exchange effected by
the Merger and of the procedure for surrendering to the Exchange Agent such
certificate in exchange for a certificate or certificates evidencing Company
Common Stock.
(b) After the Effective Date, certificates representing shares
of Harleysville Savings Common Stock shall be treated as evidencing ownership of
the number of full shares of Company Common Stock into which the shares of
Harleysville Savings Common Stock represented by such certificates shall have
been converted by virtue of the Merger, notwithstanding the failure on the part
of the holder thereof to surrender such certificates.
(c) If any certificate evidencing shares of Company Common
Stock is to be issued in a name other than that in which the certificate
evidencing Harleysville Savings Common Stock surrendered in exchange therefor is
registered, it shall be a condition of the issuance thereof that the certificate
so surrendered shall be properly endorsed and otherwise in proper form for
transfer and that the person requesting such exchange pay to the Exchange Agent
any transfer or other tax required by reason of the issuance of a certificate
for shares of Company Common Stock in any name other than that of the registered
holder of the certificate surrendered or otherwise establish to the satisfaction
of the Exchange Agent that such tax has been paid or is not payable.
(d) If, between the date hereof and the Effective Date, the
shares of Harleysville Savings Common Stock shall be changed into a different
number or class of shares by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares or readjustment, or a stock dividend
thereon shall be declared with a record date within said period, the exchange
ratio specified in Section 3(a) hereof shall be adjusted accordingly.
5. DISSENTING SHARES. Subject to the provisions of 7 P.S. Section 1607
of the Pennsylvania Banking Code ("Banking Code") and Subchapter D of the
Pennsylvania Business Corporation Law ("BCL"), or any successors thereto,
holders of shares of Harleysville Savings Common Stock shall have dissenter or
appraisal rights in connection with the Merger at set forth in the BCL.
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6. NAME OF SURVIVING BANK. The name of the Surviving Bank shall be
"Harleysville Savings Bank."
7. DIRECTORS OF THE SURVIVING BANK. Upon and after the Effective Date,
until changed in accordance with the Articles of Incorporation and Bylaws of the
Surviving Bank and applicable law, the number of directors of the Surviving Bank
shall be seven. The names and addresses of those persons who, upon and after the
Effective Date, shall be directors of the Surviving Bank are set forth in
Schedule A hereto, which is hereby incorporated herein by reference. Each such
director shall serve for the term which expires at the annual meeting of
stockholders of the Surviving Bank in the year set forth after his or her
respective name in Schedule A, and until a successor is elected and qualified.
8. OFFICERS OF THE SURVIVING BANK. Upon and after the Effective Date,
until changed in accordance with the Articles of Incorporation and Bylaws of the
Surviving Bank and applicable law, the officers of Harleysville Savings
immediately prior to the Effective Date shall be the officers of the Surviving
Bank.
9. OFFICES. Upon the Effective Date, all offices of Harleysville
Savings and Interim (which shall have no offices) shall be offices of the
Surviving Bank. As of the Effective Date, the home office of the Surviving Bank
shall remain at 000 Xxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 and the
location of the other offices of the Surviving Bank shall be as set forth in
Schedule B hereto, which is hereby incorporated herein by reference, except for
the addition of offices authorized or the deletion of offices closed subsequent
to the date hereof and the Effective Date.
10. ARTICLES OF INCORPORATION AND BYLAWS. On and after the Effective
Date, the Articles of Incorporation and Bylaws of Harleysville Savings as in
effect immediately prior to the Effective Date shall be the Articles of
Incorporation and Bylaws of the Surviving Bank until amended in accordance with
the terms thereof and applicable law.
11. SAVINGS ACCOUNTS. Upon the Effective Date, all savings accounts of
Harleysville Savings, without reissue, shall be and become savings accounts of
the Surviving Bank without change in their respective terms, including, without
limitation, maturity, minimum required balances or withdrawal value.
12. STOCK COMPENSATION PLANS. By voting in favor of this Agreement,
the Company shall have approved adoption of Harleysville Savings' existing
Employee Stock Ownership Plan, 1987 Stock Compensation Program, 1995 Stock
Option Plan and 1995 Employee Stock Purchase Plan as plans of the Company.
13. STOCKHOLDER APPROVAL. The affirmative vote of the holders of
two-thirds of the issued and outstanding Harleysville Savings Common Stock shall
be required to approve this Agreement on behalf of Harleysville Savings and the
approval of the Company, as the sole holder of Interim Common Stock, shall be
required to approve this Agreement on behalf of Interim.
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14. REGISTRATION; OTHER APPROVALS. In addition to the approvals set
forth in Section 2 hereof, the parties' obligations to consummate the Merger
shall be subject to (i) the Company Common Stock to be issued hereunder in
exchange for Harleysville Savings Common Stock being registered under the
Securities Act of 1933 and registered or qualified under applicable state
securities laws, except in each case to the extent that the Company relies on an
applicable exemption therefrom, and (ii) the receipt of all other approvals,
consents or waivers as the parties may deem necessary or advisable.
15. INCOME TAX MATTERS. The parties hereto shall have received an
opinion of counsel, satisfactory to them in form and substance, with respect to
the federal income tax consequences of the Agreement and the formation of a
holding company, as contemplated therein.
16. ABANDONMENT OF AGREEMENT. This Agreement may be abandoned by each
of Harleysville Savings, Interim or the Company at any time before the Effective
Date in the event that (a) any action, suit, proceeding or claim has been
instituted, made or threatened relating to the Agreement which shall make
consummation of the transaction contemplated hereby inadvisable in the opinion
of Harleysville Savings, Interim or the Company, (b) if ten percent or more of
the holders of Harleysville Savings Common Stock demand and perfect dissenters
rights under the BCL, or (c) for any other reason consummation of the
transaction contemplated hereby is inadvisable in the opinion of Harleysville
Savings, Interim or the Company. Such abandonment shall be effected by written
notice by Harleysville Savings, Interim or the Company to the others, authorized
or approved by the Board of Directors of the party giving such notice. Upon the
giving of such notice, this Agreement shall be terminated and there shall be no
liability hereunder or on account of such termination on the part of
Harleysville Savings, Interim or the Company or the directors, officers,
employees, agents or stockholders of each of them. In the event of abandonment
of this Agreement, Harleysville Savings shall pay the fees and expenses incurred
by itself, Interim and the Company in connection with this Agreement and the
Merger.
17. AMENDMENTS. To the extent permitted by law, this Agreement may be
amended by a subsequent writing signed by the parties hereto upon the approval
of the Board of Directors of each of the parties hereto; provided, however that
the provisions of Section 3 hereto relating to the consideration to be exchanged
for shares of Harleysville Savings Common Stock shall not be amended after the
meeting of stockholders of Harleysville Savings at which this Agreement is
considered so as to decrease the amount of change of such consideration without
the approval of such stockholders.
18. SUCCESSORS. This Agreement shall be binding on the successors of
Harleysville Savings, Interim and the Company.
19. COUNTERPARTS. This Agreement may be executed in one or more
counterparts.
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20. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the United States of America and, to the extent not
governed by such laws, the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, Harleysville Savings, Interim and the Company have
caused this Agreement to be executed by their duly authorized officers as of the
day and year first above written.
HARLEYSVILLE SAVINGS BANK
Attest:
/s/Xxxxx X. Xxxxx By: /s/Xxxxxx X. Xxxxxx
----------------------- -------------------------------------
Xxxxx X. Xxxxx Xxxxxx X. Xxxxxx
Secretary President and Chief Executive Officer
HARLEYSVILLE SAVINGS FINANCIAL
CORPORATION
Attest:
/s/Xxxxx X. Xxxxx By: /s/Xxxxxx X. Xxxxxx
----------------------- -------------------------------------
Xxxxx X. Xxxxx Xxxxxx X. Xxxxxx
Secretary President and Chief Executive Officer
HARLEYSVILLE INTERIM SAVINGS BANK
(In Organization)
Attest:
/s/Xxxxx X. Xxxxx By: /s/Xxxxxx X. Xxxxxx
----------------------- -------------------------------------
Xxxxx X. Xxxxx Xxxxxx X. Xxxxxx
Secretary President and Chief Executive Officer
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SCHEDULE A
DIRECTORS OF THE SURVIVING BANK
Terms
Name Residence Address Expires
---- ----------------- -------
Xxxxxxx X. Xxxxxxxx 00 Xxxxxxxx Xxxx 0000
Xxxxxxxxxxxx, XX 00000
Xxxx X. Xxxxxx 000 Xxxxxx Xxxxxx 0000
Xxxxx Xxxx, XX 00000
Xxxxxx X. Xxxxxxx 000 Xxxxxxxxxx Xxxxxx 0000
Xxxxxxxxxx, XX 00000
Xxxx X. Xxxxxxx 00 Xxxxxxxxxx Xxxx 0000
Xxxxxxx, XX 00000
Xxxxx X. Xxxxxxx 000 Xxxxxx Xxxx 0000
Xxxxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx 129 Russull Circle 2003
Xxxxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx 000 Xxxxxxx Xxxx 0000
Xxxxxxxxxxxx, XX 00000
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SCHEDULE B
OFFICES OF THE SURVIVING BANK
HOME XXXXXX
000 Xxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx, 00000
OTHER OFFICES
0000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
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