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EXHIBIT 2(a)
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of
April 28, 0000, xxxxxxx XXX XXXX BANKS, a banking corporation chartered under
the law of Ohio ("Oak Hill Banks"), and UNITY SAVINGS BANK, a savings bank that
is chartered under the law of Ohio ("Unity Savings"). (Oak Hill Banks and Unity
Savings are collectively referred to herein as the "Constituent Corporations.")
RECITALS
A. Oak Hill Banks is a banking corporation organized and existing
under the laws of Ohio and is authorized to issue 1300 shares of common stock,
$1,000.00 par value ("Oak Hill Banks Common"), all of which are issued and
outstanding as of the date hereof and owned by Oak Hill Financial, Inc., an
Ohio corporation ("Oak Hill Financial").
B. Unity Savings is a savings bank organized and existing under the
laws of Ohio and is authorized to issue 2,000,000 shares of common stock, $1.00
par value ("Unity Savings Common"), of which 93,250 shares are issued and
outstanding as of the date hereof, exclusive of treasury shares.
C. The respective Boards of Directors of Oak Hill Banks and Unity
Savings have approved the merger of Unity Savings into Oak Hill Banks
substantially on the terms and conditions contained in this Agreement.
AGREEMENT
In consideration of the foregoing and the mutual promises contained
herein, the parties agree as follows:
1. MERGER. Subject to the terms and conditions hereof, and the terms
and conditions contained in a certain Supplemental Agreement, of even date
herewith, among Oak Hill Financial, Oak Hill Banks, and Unity Savings (the
"Supplemental Agreement"), which is incorporated herein by reference, at the
"Effective Time" (as such term is defined in Section 2 hereof), Unity Savings
shall be merged into Oak Hill Banks (the "Merger"). Oak Hill Banks shall be the
surviving corporation in the Merger (the "Surviving Corporation"), which shall
continue its corporate existence under the laws of Ohio following the
consummation of the Merger. At the Effective Time, the separate existence and
corporate organization of Unity Savings shall cease.
2. EFFECTIVE TIME; EFFECTIVE DATE. The Merger shall be effective at
11:59 p.m., local Ohio time (the "Effective Time"), on (i) the day on which
this Agreement and the related Certificate of Merger have been filed in
accordance with the requirements of the laws of Ohio, or (ii) such later date
as may be specified in such Certificate of Merger (the "Effective Date").
3. NAME. The name of the Surviving Corporation shall be "Oak
Hill Banks".
4. CHARTER. The Articles of Incorporation of Oak Hill Banks in
effect at the Effective Time shall be the articles of incorporation of the
Surviving Corporation, until amended in accordance with law.
5. DIRECTORS. The directors of the Surviving Corporation shall be H.
Xxxxxxx Xxxxxxx, 00000 X. X. 000, Xxxxxxx, Xxxx 00000, Xxxxxxx X. Xxxxx, 000
Xxxxxxxx Xxx, Xxxxxxx, Xxxx, 00000; Xxxx X. Xxxxx, 0000 Xxxxxx Xxxx, Xxx Xxxx,
Xxxx 00000; Xxxx X. Xxxx, 000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxx 00000; D. Xxxxx
Xxxx, 000 X. Xxxxxx Xxxxxx, XxXxxxxx, Xxxx 00000; Xxxxxxx X. XxXxxxx, 000 Xxxxx
Xxxxxx, Xxxxxxx, Xxxx 00000; Xxxxx X. Xxxxxx, 000 X. Xxxxxxx Xxxxxx, Xxx
Xxxxxx, Xxxx 00000; Xxxx X. XxXxxxx, 000 Xxxxxxx Xxxxx, Xxxxxxx, Xxxx 00000;
Xxxxxx X. Xxxxxxxx, 00 Xxxxx Xxxx Xxxxx, Xxxxxxxxxxx, Xxxx 00000; Xxxxxx X.
Xxxxxxx, 000 Xxxxxxx Xxxx, Xxx Xxxx, Xxxx 00000; C. Xxxxxxx Xxxxxxx, 000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxx 00000; and H. Xxxxx Xxxxxxxxxx, 0000 Xxxxxx Xxxx,
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Xxxxxxxx, Xxxx 00000; to serve until their successors are duly elected and
qualified in accordance with the Code of Regulations of the Surviving
Corporation and the laws of Ohio.
6. REGULATIONS. The Code of Regulations of Oak Hill Banks in
effect at the Effective Time shall be the regulations of the Surviving
Corporation, until amended in accordance with law.
7. STATUTORY AGENT. The name and address of the agent upon whom
any process, notice, or demand against any Constituent Corporation or the
Surviving Corporation may be served is H. Xxxxx Xxxxxxxxxx, 00 Xxxxx Xxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxx 00000.
8. CONVERSION OF SHARES.
(a) All shares of Oak Hill Banks Common that are issued and
outstanding immediately prior to the Effective Time shall continue to be issued
and outstanding shares of Oak Hill Banks Common at and after the Effective
Time.
(b) At the Effective Time, the shares of Unity Savings Common
issued and outstanding immediately prior to the Effective Time (exclusive of
treasury shares, if any, which shall be cancelled, and any shares as to which
statutory dissenters' rights are properly sought) shall be converted, by virtue
of the Merger and without further action on the part of the holders thereof,
into the right to receive shares of the common stock, without par value, of Oak
Hill Financial ("Oak Hill Financial Common"), as follows:
(i) Each outstanding share of Unity Savings Common shall be
converted into the right to receive 8.5 shares of Oak Hill Financial
Common (the "Exchange Ratio"), provided, that if the Average Closing
Price is greater than 115% of the Starting Price, then each outstanding
share shall be converted into the right to receive such number of shares
as is equal to the product of multiplying 8.5 by a fraction, the
numerator of which is 115% of the Starting Price and the denominator of
which is the Average Closing Price. The Exchange Ratio set forth in the
preceding sentence shall be adjusted to reflect any non-cash
distribution, stock splits or stock dividends on Oak Hill Financial
Common occurring or having a record date after the date hereof and prior
to the Effective Time.
(ii) No fractional shares of Oak Hill Financial Common shall
be issued. Each holder of Unity Savings Common who would otherwise be
entitled to receive a fractional part of a share of Oak Hill Financial
Common shall instead be entitled to receive cash in an amount equal to
the product resulting from multiplying such fraction by the Average
Closing Price Per Share of Oak Hill Financial Common. No interest shall
be payable with respect to such cash payment.
(c) Each outstanding share of Unity Savings Common held by a person
who has demanded and perfected a right to relief as a dissenting shareholder
under Section 1701.85 of the Ohio Revised Code (the "Dissenters' Rights Law")
and who has not effectively withdrawn or lost such right ("Dissenting Shares")
shall not be converted into or represent a right to receive shares of Oak Hill
Financial Common pursuant to subsection 8(b) hereof, but the holder thereof
shall be entitled only to such rights as are granted by the Dissenters' Rights
Law. Each holder of Dissenting Shares who becomes entitled to relief as a
dissenting shareholder under the Dissenters' Rights Law with respect to such
holder's shares of Unity Savings Common shall receive payment therefor from Oak
Hill Financial in accordance with the provisions of the Dissenters' Rights Law.
If any holder of Unity Savings Common who demands relief as a dissenting
shareholder under the Dissenters' Rights Law with respect to such holder's
shares of Unity Savings Common shall effectively withdraw or lose (through
failure to perfect or otherwise), the right to such relief, each share of Unity
Savings Common held by such holder shall automatically be converted into the
right to receive shares of Oak Hill Financial Common pursuant to subsection 8(b)
hereof.
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9. EXCHANGE OF CERTIFICATES; PAYMENT FOR FRACTIONAL SHARES.
(a) On the Effective Date, Oak Hill Financial shall deliver to The
Fifth Third Bank (the "Exchange Agent") the amount of cash necessary to pay for
all fractional shares of Oak Hill Financial Common in accordance with subsection
8(b)(ii) hereof.
(b) As promptly as practicable after the Effective Date, Oak Hill
Financial shall cause the Exchange Agent to prepare and mail to each holder of
record on the Effective Date of any shares of Unity Savings Common a letter of
transmittal containing instructions for the surrender of all certificates for
shares of Unity Savings Common. Upon the surrender by such holder of a
certificate or certificates for shares of Unity Savings Common standing in such
holder's name to the Exchange Agent in accordance with the instructions set
forth in the letter of transmittal, such holder shall be entitled to receive in
exchange therefor a certificate representing the number of whole shares of Oak
Hill Financial Common into which the shares represented by the certificate or
certificates so surrendered shall have been converted and, if applicable, a
check payable to such holder in the amount necessary to pay for any fractional
shares of Oak Hill Financial Common which such holder would otherwise have been
entitled to receive, in accordance with subsection 8(b)(ii) hereof. No interest
shall be payable with respect to either the whole shares of Oak Hill Financial
Common or the cash payable in lieu of fractional shares. Immediately after the
third anniversary of the Effective Date, the Exchange Agent shall deliver to the
Surviving Corporation any unclaimed balance of cash owing with respect to
fractional shares and such cash shall be retained by, and become the property of
the Surviving Corporation, free and clear of any claims whatsoever.
(c) Neither Oak Hill Financial, the Surviving Corporation, nor the
Exchange Agent, shall be obligated to deliver a certificate for Oak Hill
Financial Common or a check for cash in lieu of fractional shares to a former
shareholder of Unity Savings until such former shareholder surrenders the
certificate or certificates representing shares of Unity Savings Common standing
in such former shareholder's name or, if such former shareholder is unable to
locate such certificate or certificates, an appropriate affidavit of loss and
indemnity agreement and bond as may be required by Oak Hill Financial. Until so
surrendered, each outstanding certificate for shares of Unity Savings Common
shall be deemed for all corporate purposes (except the payment of dividends) to
evidence ownership of the number of whole shares of Oak Hill Financial Common
into which the shares of Unity Savings Common represented thereby shall have
been converted.
(d) After the Effective Date and until the outstanding certificates
formerly representing shares of Unity Savings Common are so surrendered, no
dividends or distributions payable to holders of record of Oak Hill Financial
Common shall be paid to the holders of such outstanding Unity Savings
certificates in respect thereof. Promptly upon surrender of such outstanding
certificates there shall be paid to the holders of the certificates for Oak Hill
Financial Common issued in exchange therefor the amount of dividends and other
distributions, if any, which theretofore became payable with respect to such
full shares of Oak Hill Financial Common, but which have not theretofore been
paid on such stock. No interest shall be payable with respect to the payment of
any dividends or other distributions. All such dividends or other distributions
unclaimed at the end of one year from the Effective Date shall, to the extent
such dividends have been previously paid to the Exchange Agent, be repaid by the
Exchange Agent to Oak Hill Financial, and thereafter the holders of such
outstanding certificates for Unity Savings Common shall look, subject to
applicable escheat, unclaimed funds, and other laws, only to Oak Hill Financial
as general creditors for payment thereof.
(e) The stock transfer books of Unity Savings shall be closed as of
the close of business on the day that is two business days prior to the
Effective Date.
(f) Oak Hill Financial is empowered to adopt additional reasonable
rules and regulations with respect to the matters referred to in this Section 9
not inconsistent with the provisions of this Agreement.
(g) Adoption of this Agreement by the shareholders of Unity Savings
shall constitute ratification of the appointment of the Exchange Agent.
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10. EFFECT OF THE MERGER.
(a) At the Effective Time, the effect of the Merger shall be as
provided by the applicable provisions of the laws of Ohio. Without limiting the
generality of the foregoing, and subject thereto, at the Effective Time, the
separate existence of Unity Savings shall cease; all assets and property (real,
personal, and mixed, tangible and intangible, choses in action, rights, and
credits) then owned by each Constituent Corporation, or which would inure to
either of them, shall immediately, by operation of law and without any
conveyance, transfer, or further action, become the assets and property of the
Surviving Corporation. All rights and obligations of the Constituent
Corporations shall remain unimpaired and the Surviving Corporation shall succeed
to all such rights and obligations.
(b) From time to time, as and when requested by the Surviving
Corporation or by its successors, the officers and directors of Unity Savings
in office at the Effective Time shall execute and deliver such instruments and
shall take or cause to be taken such further or other action as shall be
necessary in order to vest or perfect in the Surviving Corporation, or to
confirm of record or otherwise, title to, and possession of, all the assets,
property, interests, rights, privileges, immunities, powers, franchises, and
authority of Unity Savings and otherwise to carry out the purposes of this
Agreement.
11. OFFICES. The principal executive offices of the Surviving
Corporation shall be located at 00000 Xxxxx Xxxxx 00, Xxxxxxx, Xxxx 00000.
12. SHAREHOLDER APPROVAL. This Agreement shall be submitted to the
shareholders of Unity Savings and of Oak Hill Financial for adoption as soon as
reasonably practicable following the execution of this Agreement.
13. ADDITIONAL AGREEMENTS. Subject to the terms and conditions
provided in this Agreement, the parties hereto shall use their reasonable best
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, as soon as reasonably
practicable, the transactions contemplated by this Agreement, subject, however,
to the adoption of this Agreement by the shareholders of Unity Savings and the
receipt of all required regulatory approvals.
14. AMENDMENT. At any time prior to the Effective Time, the parties
hereto may amend, modify, or supplement this Agreement by mutual agreement
authorized by their respective boards of directors, whether before or after the
shareholders of Unity Savings have adopted this Agreement, provided that the
number of shares of Oak Hill Financial Common into which shares of Unity
Savings Common are to be converted as determined in Section 8 hereof shall not
be changed after the shareholders of Unity Savings have adopted this Agreement
without the approval of such shareholders in the same manner as required for
the adoption of this Agreement; and provided, further, that this Agreement may
not be amended, modified, or supplemented, except by an instrument in writing
executed and delivered by each of the parties hereto.
15. TERMINATION. Unless extended by the mutual agreement of the
parties hereto, this Agreement may be terminated, notwithstanding the adoption
thereof by the shareholders of Unity Savings, in the manner and under the
circumstances set forth in the Supplemental Agreement.
16. ENTIRE AGREEMENT. This Agreement, the Supplemental Agreement, and
any exhibits hereto or thereto constitute the entire agreement among the
parties with respect to the subject matter thereof and supersede all prior
agreements and understandings, oral or written, among the parties with respect
to such subject matter and no party shall be liable or bound to the others in
any manner by any covenants, representations, or warranties except as
specifically set forth herein or therein.
17. TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
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18. ASSIGNMENT. Neither this Agreement nor any rights, interests,
or obligations hereunder shall be assigned or transferred by operation of law
or otherwise by any of the parties hereto without the prior written consent of
the other parties.
19. BENEFIT. Nothing in this Agreement, express or implied, is
intended to confer upon any person or entity other than the parties hereto and
their successors in interest any rights or remedies under or by reason of this
Agreement.
20. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original for all purposes, but
such counterparts taken together shall constitute one and the same instrument.
21. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of Ohio without regard to its conflict
of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
OAK HILL BANKS
By: /s/ XXXX X. XXXX
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Xxxx X. Xxxx, President
UNITY SAVINGS BANK
By: /s/ D. XXXXX XXXX
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D. Xxxxx Xxxx, President
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