Exhibit 2.3
AGREEMENT AND PLAN OF MERGER OF PAWLING SAVINGS BANK
WITH AND INTO FIRST NATIONAL BANK OF THE XXXXXX VALLEY
THIS AGREEMENT AND PLAN OF MERGER (this "Bank Merger Agreement"), dated as
of December 16, 1997, is adopted and made by and between FIRST NATIONAL BANK OF
THE XXXXXX VALLEY ("Xxxxxx Valley"), a national banking association, and PAWLING
SAVINGS BANK ("Pawling"), a New York state-chartered stock savings bank, each
acting pursuant to resolutions adopted by the vote of a majority of its board of
directors.
WITNESSETH
WHEREAS, Xxxxxx Valley is a national banking association organized and
existing under the laws of the United States, the authorized capital stock of
which consists of 1,000,000 shares of common stock, par value $5.00 per share,
347,380 shares of which are issued and outstanding and owned by Xxxxxx Chartered
Bancorp, Inc. ("Xxxxxx Chartered"), 5,000 shares of Class A perpetual
noncumulative preferred stock, par value $1,000 par value per share, all of
which are issued and outstanding and owned by Xxxxxx Chartered, and 475,000
shares of 7.25% noncumulative convertible preferred stock, Series B, par value
$1.00 per share, all of which are issued and outstanding and owned by Xxxxxx
Chartered;
WHEREAS, Pawling is a stock savings bank organized and existing under the
laws of the State of New York, the authorized capital stock of which consists of
(i) 1,500,000 shares of common stock, par value $1.00 per share ("Pawling Common
Stock"), one share of which is issued and outstanding and owned by Progressive
Bank, Inc. ("Progressive"), and 1,000,000 shares of preferred stock, par value
$1.00 per share ("Pawling Preferred Stock"), none of which are issued or
outstanding;
WHEREAS, Xxxxxx Chartered, Progressive, Xxxxxx Valley and Pawling have
entered into an Agreement and Plan of Reorganization (the "Reorganization
Agreement") that contemplates the contemporaneous mergers of Xxxxxx Chartered
with and into Progressive pursuant to a Plan of Merger and of Pawling with and
into Xxxxxx Valley pursuant to this Bank Merger Agreement;
WHEREAS, the respective Boards of Directors of Xxxxxx Valley and Pawling
deem the merger of Pawling with and into Xxxxxx Valley, under and pursuant to
the terms and conditions herein set forth or referred to, desirable and in the
best interests of the respective institutions and their respective
shareholders, and the respective Boards of Directors of Xxxxxx Valley and
Pawling have adopted resolutions approving this Bank Merger Agreement and each
of the Boards of Directors of Xxxxxx Valley and Pawling has directed that this
Bank Merger Agreement be submitted to their respective shareholders for
approval;
WHEREAS, approval of this Bank Merger Agreement requires the affirmative
vote of the holders of at least two-thirds of the outstanding shares of the
common stock of each of Xxxxxx Valley and Pawling;
WHEREAS, Xxxxxx Chartered, as the sole shareholder of Xxxxxx Valley, has
approved this Bank Merger Agreement; and
WHEREAS, Progressive, as the sole shareholder of Pawling, has approved this
Bank Merger Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained and intending to be legally bound hereby, the
parties hereto do hereby agree as follows:
ARTICLE I
BANK MERGER
Subject to the terms and conditions of this Bank Merger Agreement, on the
Effective Date (as hereinafter defined), Pawling shall be merged with and into
Xxxxxx Valley pursuant to the provisions of, and with the effect provided in, 12
U.S.C. ss. 215a and 1828(c) (said transaction being hereinafter referred to as
the "Bank Merger"). On the Effective Date, the separate existence of Pawling
shall cease and Xxxxxx Valley, as the surviving entity, shall continue its
existence under the name "Premier National Bank" unaffected and unimpaired by
the Bank Merger, and shall be liable for all the liabilities of Pawling existing
at the Effective Date (Xxxxxx Valley as existing on and after the Effective Date
being hereinafter sometimes referred to as the "Surviving Bank"). The main
office of the Surviving Bank shall be located at the main office of Xxxxxx
Valley, and branch offices thereof will be located at the locations set forth on
Annex A hereto. After the Effective Date, the Surviving Bank shall continue to
maintain in accordance with the requirements of applicable laws and regulations
the liquidation accounts previously maintained by Pawling and any predecessor
institutions.
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ARTICLE II
ARTICLES OF ASSOCIATION AND BY-LAWS
The Articles of Association and By-Laws of the Surviving Bank shall be the
Articles of Association and By-Laws of Xxxxxx Valley in effect immediately prior
to the Effective Date, as the same may be subsequently amended as provided
therein.
ARTICLE III
BOARD OF DIRECTORS AND MANAGEMENT
1. On the Effective Date, the Board of Directors of the Surviving Bank
shall consist of 20 persons, 10 of whom shall be persons named by the Board of
Directors of Progressive and 10 of whom shall be persons named by the Board of
Directors of Xxxxxx Chartered. If prior to the Effective Date (i) any of the
individuals named by either Progressive or Xxxxxx Chartered to serve on the
Board of Directors of the Surviving Bank following the Effective Date becomes
unable or unwilling to serve as a director of the Surviving Bank, or (ii) either
Progressive or Xxxxxx Chartered determines to replace an individual named by
such party to serve on the Board of Directors of the Surviving Bank, the party
that designated such individual may name a replacement to become a director of
the Surviving Bank after the Effective Date. It is intended by the parties
hereto that, from and after the Effective Date, T. Xxxxxxxxx Xxxxxxxxxx III
shall serve as Chairman of the Board and Chairman of the Executive Committee of
the Board of the Surviving Bank, Xxxxx Xxx Xxxxxx shall serve as President and
Chief Executive Officer of the Surviving Bank, and Xxxx X. XxxXxxxxx shall serve
as Vice Chairman of the Surviving Bank, each to serve until their successors are
duly elected and qualified. All other officers of the Surviving Bank shall be
appointed by the Board of Directors of the Surviving Bank pursuant to the
By-Laws thereof.
ARTICLE IV
CAPITAL
The shares of capital stock of Xxxxxx Valley issued and outstanding
immediately prior to the Effective Date shall, on the Effective Date, continue
to be issued and outstanding.
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ARTICLE V
CANCELLATION AND CONVERSION
OF PAWLING SHARES
1. On the Effective Date, each share of Pawling Common Stock and Pawling
Preferred Stock outstanding immediately prior to the Effective Date shall by
virtue of the Bank Merger be canceled and no cash, stock or other property shall
be delivered in exchange therefor.
3. On the Effective Date, the stock transfer books of Pawling shall be
closed and no transfer of Pawling Common Stock shall thereafter be made or
recognized.
ARTICLE VI
EFFECTIVE DATE OF THE BANK MERGER
The Bank Merger shall be effective at the time and on the date upon which
the Bank Merger is permitted to occur by the Office of the Comptroller of the
Currency (such date and time being herein referred to as the "Effective Date").
ARTICLE VII
FURTHER ASSURANCES
If at any time the Surviving Bank shall consider or be advised that any
further assignments, conveyances or assurances are necessary or desirable to
vest, perfect or confirm in the Surviving Bank title to any property or rights
of Pawling, or otherwise carry out the provisions hereof, the proper officers
and directors of Pawling, as of the Effective Date, and thereafter the officers
of the Surviving Bank acting on behalf of Pawling, shall execute and deliver any
and all proper assignments, conveyances and assurances, and do all things
necessary or desirable to vest, perfect or confirm title to such property or
rights in the Surviving Bank and otherwise carry out the provisions hereof.
ARTICLE VIII
CONDITIONS PRECEDENT
The obligations of Pawling and Xxxxxx Valley to effect the Bank Merger as
herein provided shall be subject to satisfaction, unless duly waived, of the
conditions set forth in the Reorganization Agreement.
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ARTICLE IX
TERMINATION
Anything contained in this Bank Merger Agreement to the contrary
notwithstanding, and notwithstanding adoption hereof by the shareholders of
Pawling or Xxxxxx Valley, this Bank Merger Agreement may be terminated and the
Bank Merger abandoned as provided in the Reorganization Agreement. In the event
the Reorganization Agreement is terminated pursuant to the terms thereof, this
Bank Merger Agreement shall become void and have no effect.
ARTICLE X
MISCELLANEOUS
1. This Bank Merger Agreement may be amended or supplemented at any time by
mutual agreement of Pawling and Xxxxxx Valley. Any such amendment or supplement
must be in writing and approved by their respective Boards of Directors.
2. The headings of the several Articles herein are inserted for convenience
of reference only and are not intended to be a part of or to affect the meaning
or interpretation of this Bank Merger Agreement.
3. This Bank Merger Agreement may be executed in several counterparts, each
of which shall be deemed the original, but all of which together shall
constitute one and the same instrument.
4. This Bank Merger Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and entirely to be performed in such jurisdiction, except to the extent federal
law may be applicable.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Bank Merger Agreement to be executed in counterparts by
their duly authorized officers and their corporate seals to be hereunto affixed
and attested by their officers thereunto duly authorized, all as of the day and
year first above written.
ATTEST FIRST NATIONAL BANK OF THE XXXXXX
VALLEY
--------------------------- By: ------------------------------
Xxxxx X. Xxxxxxxx Xxxx X. XxxXxxxxx
Assistant Secretary President and Chief Executive
Officer
(SEAL)
ATTEST: PAWLING SAVINGS BANK
--------------------------- By: ------------------------------
Xxxxxxxx X. Parent Xxxxx Xxx Xxxxxx
Corporate Secretary President and Chief Executive
Officer
(SEAL)
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STATE OF NEW YORK )
) ss:
COUNTY OF DUTCHESS)
On this 16th day of December, 1997, before me, a notary public for this state
and county, personally came Xxxx X. XxxXxxxxx, as President and Chief
Executive Officer, and Xxxxx X. Xxxxxxxx, as Assistant Secretary, of First
National Bank of Xxxxxx Valley, and each in his or her capacity acknowledged
this instrument to be the act and deed of the association and the seal affixed
to it be its seal.
WITNESS my official seal and signature this day and year.
-----------------------------------------
(Seal of Notary) Notary Public, County
----------------------
My commission expires
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STATE OF NEW YORK )
) ss:
COUNTY OF DUTCHESS)
On this 16th day of December, 1997, before me, a notary public for this state
and county, personally came Xxxxx Xxx Xxxxxx, as President and Chief Executive
Officer, and Xxxxxxxx X. Parent, as Corporate Secretary, of Pawling Savings
Bank, and each in his or her capacity acknowledged this instrument to be the
act and deed of the association and the seal affixed to it be its seal.
WITNESS my official seal and signature this day and year.
-----------------------------------------
(Seal of Notary) Notary Public, County
----------------------
My commission expires
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ANNEX A
LIST OF BRANCHES OF THE SURVIVING BANK
