EXHIBIT 2.1
UNITED SAVINGS BANK, F.A.
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of February
26,1996, by and between United Savings Bank, F.A., a federal-chartered stock
savings bank ("United" or the "Bank"); United Financial Corp., a Minnesota
corporation ("Holding Company"); and United Interim Bank, fsb a to-be-formed
interim federal-chartered stock savings bank ("Interim").
The parties hereto desire to enter into an Agreement and Plan of
Reorganization whereby the corporate structure of United will be reorganized
into the holding company form of ownership. The result of such organization will
be that immediately after the Effective Date (as defined in Article V below),
all of the issued and outstanding shares of Common Stock of United will be held
by the Holding Company and the holders of the issued and outstanding shares of
Common Stock of United will become the holders of the issued and outstanding
shares of Common Stock of the Holding Company.
The reorganization of United will be accomplished by the following
steps: (1) the formation by United of the Holding Company as a wholly owned
service corporation, incorporated under the laws of the State of Minnesota for
the primary purpose of becoming the sole stockholder of a newly formed interim
stock savings bank, and subsequently becoming the sole stockholder of the Common
Stock of United, which formation will include the issuance of 1 (one) share of
the Holding Company Common Stock to United for a price of $1.00 per share; (2)
the formation of an interim federal-chartered savings bank, "Interim," which
will be wholly owned by Holding Company; and (3) the merger of Interim into
United, with United as the surviving corporation. Pursuant to such merger: (i)
all of the issued and outstanding shares of Common Stock of the Holding Company
held by United will be canceled; (ii) all of the issued and outstanding shares
of Common Stock of United will be automatically converted by operation of law on
a one-for-one basis into an equal number of issued and outstanding shares of
Common Stock of the Holding Company; (iii) all of the issued and outstanding
shares of Common Stock of Interim will automatically be converted by operation
of law on a one-for-one basis into an equal number of shares of Common Stock of
United, which will be all of the issued and outstanding Stock of United and
shall be wholly owned by the Holding Company.
NOW, THEREFORE, in order to consummate this Agreement and Plan of
Reorganization, and in consideration of the mutual covenants herein set forth,
the parties agree as follows:
ARTICLE I
MERGER OF INTERIM INTO THE
BANK AND RELATED MATTERS
1.1 On the Effective Date, Interim will be merged with and into the
Bank (the "Merger") and the separate existence of Interim shall cease, and all
assets and property (real, personal and mixed, tangible and intangible, choses
in action, rights and credits) then owned by Interim, or which would inure to
it, shall immediately and automatically, by operation of law and without any
conveyance, transfer, or further
action, become the property of the Bank. The Bank shall be deemed to be a
continuation of Interim, and the Bank shall succeed to the rights and
obligations of Interim.
1.2 Following the Merger, the existence of the Bank shall continue
unaffected and unimpaired by the Merger, with all the rights, privileges,
immunities and powers, and subject to all of the duties and liabilities, of a
corporation organized under the laws of the United States. The Charter and
Bylaws of the Bank, as presently in effect, shall continue in full force and
effect and shall not be changed in any manner whatsoever by the Merger.
1.3 From and after the Effective Date, and subject to the actions of
the Board of Directors of the Bank, the business presently conducted by the Bank
(whether directly or through its subsidiaries) will continue to be conducted by
it, as a wholly-owned subsidiary of the Holding Company, and the present
directors and officers of the Bank will continue in their present positions. The
office of the Bank in existence immediately prior to the Effective Date shall
continue to be the office of the Bank from and after the Effective Date.
ARTICLE II
CONVERSION OF STOCK
2.1 The terms and conditions of the Merger, the mode of carrying the
same into effect, and the manner and basis of converting the Common Stock of the
parties to this Agreement shall be as follows:
A. On the Effective Date, all shares of Common Stock of the
Holding Company held by the Bank shall be canceled and shall no longer be deemed
to be issued or outstanding for any purpose.
B. On the Effective Date, each share of Common Stock, $1.00
par value of the Bank (the "Bank Common Stock") issued and outstanding
immediately prior to the Effective Date shall automatically by operation of law
be converted into and shall become one share of Common Stock, $1.00. par value,
of the Holding Company (the "Holding Company Common Stock"). Each share of
Common Stock of Interim issued and outstanding immediately prior to the
Effective Date shall, on the Effective Date, automatically by operation of law
be converted into and become one share of Common Stock, $1.00 par value, of -the
Bank and shall not be further converted into shares of the Holding Company
Common Stock, so that from and after the Effective Date, all of the issued and.
outstanding shares of Common Stock of the Bank shall be held by the Holding
Company.
C. From and after the Effective Date, each holder of an
Outstanding certificate or certificates, which, prior thereto, represented
shares of Bank Common Stock, shall upon surrender of the same to the designated
agent of the Bank ("Exchange Agent"), be entitled to receive, in exchange
therefore, a certificate or certificates representing the number of whole shares
of Holding Company Common Stock into which the shares theretofore represented by
the certificate or certificates so surrendered shall have been converted, as
provided in the foregoing provisions of this Section 2.1. Until so surrendered,
each such outstanding certificate which, prior to the Effective Date,
represented shares of Bank Common Stock shall be deemed for all corporate
purposes to evidence the ownership of the number of whole shares of Holding
Company
Common Stock into which the shares of the Stock of the Bank shall have been so
converted.
D. All shares of Holding Company Common Stock into which
shares of Bank Common Stock shall have been converted pursuant to this Article
II shall be deemed to have been issued in full satisfaction of all rights
pertaining to such converted shares.
E. On the Effective Date, the holders of certificates formerly
representing Bank Common Stock outstanding on the Effective Date shall cease to
have any rights with respect to the Stock of the Bank, and their sole rights
shall be with respect to Holding Company Common Stock into which their shares of
Bank Common Stock shall have been converted by the Merger.
ARTICLE III
CONDITIONS
3.1 The obligations of the Bank, the Holding Company and Interim to
effect the Merger and otherwise consummate the transactions which are the
subject matter hereof shall be subject to satisfaction of the following
conditions:
A. To the extent required by applicable law, rules, and
regulations, the holders of the outstanding shares of Bank Common Stock shall,
at a meeting of the stockholders of the Bank duly called, have approved this
Agreement by the affirmative vote of a majority of the shares of Bank Common
Stock.
B. The shares of Holding Company Common Stock to be issued to
the Bank stockholders pursuant to the Merger shall have been, if required by
law, duly registered pursuant to Section 5 of the Securities Act of 1933, as
amended, and the Bank shall have complied with all applicable state securities
or "blue sky" laws relating to the issuance of the Holding Company Common Stock.
C. Any and all approvals from the Office of Thrift Supervision
("OTS"), the Federal Deposit Insurance Corporation, the Securities and Exchange
Commission and any other governmental agency having jurisdiction necessary for
the lawful consummation of the Merger and the issuance and delivery of Holding
Company Common Stock as contemplated by this Agreement shall have been obtained.
D. The- Bank shall have received either (i) a ruling from the
Internal Revenue Service or (ii) an opinion from its legal counsel, to the
effect that the Merger will be treated as a non-taxable transaction under
Section 368 or other applicable provisions of the Internal Revenue Code and that
no gain or loss will be recognized by the stockholders of the Bank upon the
exchange of the Bank Common Stock held by them for the Holding Company Common
Stock.
ARTICLE IV
AMENDMENT AND TERMINATION
4.1 The Bank, the Holding Company and Interim, by mutual consent of
their respective Boards of Directors or Incorporators, as the case may be, to
the extent permitted by law, may amend, modify, supplement and interpret this
Agreement in such manner as may be mutually agreed upon by them at any time
before or after the approval
and adoption thereof by the stockholders of the Bank; provided, however, that no
such amendment, modification, supplement or interpretation shall, in the Bank's
sole opinion and discretion, materially and adversely effect the Bank or its
stockholders except with the approval of the stockholders of the Bank.
4.2 This Agreement may be terminated at the election of any of the
parties hereto if any one or more of the conditions to the obligations of any of
them hereunder shall not have been satisfied and shall have become incapable of
fulfillment and shall not have been waived. This Agreement may also be
terminated at any time prior to the Effective Date by the mutual consent of the
respective Boards of Directors of the parties.
4.3 In the event of the termination of this Agreement pursuant to any
of the foregoing provisions, no party shall have any further liability or
obligations of any nature to any other party under this Agreement.
ARTICLE V
EFFECTIVE DATE OF MERGER
5.1 Upon satisfaction or waiver (in accordance with the provisions of
this Agreement) of each of the conditions set forth in Article III, the parties
hereto shall execute and cause to be filed Articles of Combination, and such
certificates or further documents as shall be required by the OTS, and with such
other federal or state regulatory agencies as may be required. Upon approval by
the OTS and endorsement of such Articles of Incorporation by the OTS, the Merger
and other transactions contemplated by this Agreement shall become effective.
The Effective Date for all purposes hereunder shall be the date of such
endorsement by the Office of the Secretary of the OTS.
ARTICLE VI
MISCELLANEOUS
6.1 Any of the terms or conditions of this Agreement, which may legally
be waived, may be waived at any time by any party hereto which is entitled to
the benefit thereof, or any of such terms or conditions may be amended or
modified in whole or in part at any time, to the extent authorized by applicable
law, by an agreement in writing, executed in the same manner as this Agreement.
6.2 This Agreement embodies the entire agreement among the parties and
there have been and are no agreements, representations or warranties among the
parties other than those set forth or provided for herein.
6.3 Any number of counterparts hereof may be executed and each such
counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one instrument.
6.4 The captions contained in this Agreement are solely for convenient
reference and shall not be deemed to affect the meaning or interpretation of any
paragraph hereof.
6.5 The Bank will pay all fees and expenses incurred in connection with
the transactions contemplated by this Agreement. After the Reorganization, the
Holding
Company will incur certain expenses that arise from its creation for the,
purpose-of serving as the holding company and sole stockholder of the Bank, such
as the costs associated with the filing of periodic and other reports with the
OTS and the Securities and Exchange Commission under the Securities Exchange Act
of 1934, holding of directors and stockholders meetings and maintaining
relations with and providing reports to stockholders. The Bank agrees that it
will reimburse the Holding Company for any such ordinary and usual expenses when
and as incurred by the Holding Company.
6.6 This Agreement shall be governed by and construed under the laws of
the State of Montana, except insofar as Federal law is deemed to apply.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement and Plan of Reorganization as of the date first above written.
UNITED SAVINGS BANK, F.A.
By: /s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
ATTEST: /s/Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Secretary
UNITED INTERIM BANK, FSB
By: /s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
ATTEST: /s/Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Secretary
UNITED FINANCIAL CORP.
By: /s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
ATTEST: /s/Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Secretary
