EXHIBIT 2.1
PLAN OF REORGANIZATION AND AGREEMENT TO MERGE
RIVOLI BANK & TRUST
AND
RIVOLI INTERIM CORP.
UNDER THE CHARTER OF
RIVOLI BANK & TRUST
AND WITH THE TITLE OF
"RIVOLI BANK & TRUST"
THIS AGREEMENT (this "Agreement") made as of this 27th day of March,
2001 by and between RIVOLI BANK & TRUST, a bank organized under the laws of the
State of Georgia, being located in Macon, County of Xxxx, in the State of
Georgia (the "Bank") and Rivoli Interim Corp., a Georgia business corporation
("Rivoli Interim"), pursuant to the authority given by and in accordance with
the applicable provisions of Part 14 of the Financial Institutions Code of the
State of Georgia, as amended (the "Georgia Code") and joined in by Rivoli
BanCorp, a Georgia business corporation (the "Company"); and
WHEREAS, a majority of the entire Board of Directors of the Bank and a
majority of the entire Board of Directors of Rivoli Interim have, respectively,
approved and made this Plan of Reorganization and Agreement to Merge (this
"Plan") and authorized its execution, and a majority of the entire Board of
Directors of the Company has approved this Plan, undertaken that the Company
shall join in and be bound by it, and authorized the undertakings hereinafter
made by the Company; and
WHEREAS, from and after the time the Merger provided for herein (the
"Merger") becomes effective, and as and when required by the provisions of this
Plan, the Company will issue the shares of its Common Stock which the
shareholders of the Bank will be entitled to receive as herein provided;
NOW, THEREFORE, for and in consideration of the premises and of the
mutual agreements hereinafter contained, the parties hereto agree as follows:
I.
The Bank, under its Charter and Title, shall merge with Rivoli Interim
pursuant to the provisions of, and with the effect provided in, the Georgia
Code, and the Bank shall be the surviving entity.
II.
Upon the Merger becoming effective, (i) the Bank, as the surviving
entity (the "Continuing Bank" whenever reference is made to it as of the time of
the Merger or thereafter), shall be continued under the name "Rivoli Bank &
Trust," (ii) the Articles of Incorporation of the Continuing Bank shall be as
set forth in Exhibit A, annexed hereto and made a part hereof,
(iii) the Bylaws of the Continuing Bank shall be as set forth in Exhibit B,
annexed hereto and made a part hereof, and (iv) the principal office of the
Bank, located at 0000 Xxxxxxx Xxxx, Xxxxx, Xxxxxxx 00000, shall become the main
office of the Continuing Bank.
III.
Upon the Merger becoming effective, the separate existence of the Bank
and Rivoli Interim shall cease and all rights, franchises and interests of the
Bank and Rivoli Interim, respectively, in and to every type of property (real,
personal and mixed), and choses in action, shall be transferred to and vested in
the Continuing Bank by virtue of the Merger without any deed or other transfer,
and the Continuing Bank, without any order or other action on the part of any
court or otherwise, shall hold and enjoy all rights of property, franchises and
interests, including appointments, designations and nomination, and all other
rights and interests as trustee, executor, administrator, registrar of stocks
and bonds, guardian of estates, assignee, receiver and committee of estates of
lunatics or other incompetents, and in every other fiduciary capacity, in the
same manner and to the same extent as such rights, franchises and interests were
held or enjoyed by the Bank and Rivoli Interim, respectively, at the time the
Merger becomes effective.
Upon the Merger becoming effective, the Continuing Bank shall be liable
for all liabilities of the Bank; and all deposits, debts, liabilities and
obligations and contracts of the Bank and Rivoli Interim, respectively, matured
or unmatured, whether accrued, absolute, contingent or otherwise, and whether or
not reflected or reserved against on balance sheets, books of account or records
of the Bank or Rivoli Interim, as the case may be, shall be those of the
Continuing Bank, and shall not be released or impaired by the Merger; and all
rights of creditors and other obligees and all liens on property of either the
Bank or Rivoli Interim shall be preserved unimpaired.
The Bank's employee benefit plans will be continued as employee benefit
plans of the Continuing Bank.
IV.
Upon the Merger becoming effective:
A. The shareholders of the Bank of record at the time the Merger
becomes effective (other than those shareholders, if any, asserting dissenters'
rights under the laws of the State of Georgia), for the shares of the Common
Stock of the Bank then held by them, shall be allocated and entitled to receive
shares of the Common Stock of the Company at the rate of one share of such
Common Stock of the Company for each share of the Common Stock of the Bank.
B. Each share of the Common Stock of the Bank shall be exchanged
for one share of the Common Stock of the Company, and outstanding certificates
representing shares of the Common Stock of the Bank shall thereafter represent
shares of the Common Stock of the Company, and such certificates shall be
exchanged by the holders thereof, after the Merger becomes effective, for new
certificates for the appropriate number of shares bearing the name of the
Company. The Company may withhold, from the holder of shares represented by
certificates of the Bank, distribution of any or all dividends declared by the
Company on such shares until
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such time as such Bank certificates shall be surrendered and exchanged for one
or more certificates representing shares of the Common Stock of the Company, at
which time dividends so withheld by the Company with respect to such shares
shall be delivered, without interest thereon, to the shareholder to whom such
certificate(s) are issued.
C. Each outstanding warrant, option or right to purchase or
otherwise acquire shares of the Common Stock of the Bank shall be converted,
forthwith upon the Merger becoming effective, into and become a warrant, option
or right to purchase or otherwise acquire the same number of the shares of the
Common Stock of the Company on the same terms and conditions, and, in connection
therewith, the same number of shares of the Common Stock of the Company shall be
reserved for issuance by the Company as were reserved by the Bank immediately
prior to the Merger.
D. The amount, and the number of shares, of the Common Stock of
Rivoli Interim outstanding immediately before the Merger becomes effective shall
be converted into the same number of shares of $1.00 par value per share Common
Stock of the Continuing Bank.
E. Shareholders of the Bank asserting dissenters' rights under
the laws of the State of Georgia shall have their rights determined pursuant to
Chapter 2 of Title 14 of the Official Code of Georgia, known as the "Georgia
Business Corporation Code" and shall be entitled to cash payment pursuant to the
terms and provisions of said chapter.
V.
Upon the Merger becoming effective, the Company shall redeem the 10
shares of its Common Stock issued upon its organization for the $10 paid to the
Company for such shares, so that upon consummation of the Merger the then
outstanding shares of the Company's Common Stock shall consist solely of the
shares to be issued by the Company upon the conversion and exchange of shares of
the Common Stock of the Bank.
VI.
The Board of Directors of the Continuing Bank upon the Merger becoming
effective shall consist of all the persons who are Directors of the Bank
immediately before the Merger becomes effective.
VII.
This Plan shall be submitted to the shareholders of the Bank and Rivoli
Interim for ratification and confirmation at meetings to be called and held in
accordance with the applicable provisions of law and the respective Articles of
Incorporation and Bylaws of the Bank and Rivoli Interim. The Bank and Rivoli
Interim shall proceed expeditiously and cooperate fully in the procurement of
any other consents and approvals and of the taking of any action, and the
satisfaction of all other requirements prescribed by law or otherwise, necessary
for consummation of the Merger on the terms herein provided, including without
being limited to, the preparation and submission of an application to the
Federal Department Insurance Corporation for approval under the provisions of
Section 18(c) of the Federal Deposit Insurance
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Act, as amended (12 U.S.C. ss. 1828(c)), and the preparation and submission of
an application to the Georgia Department of Banking and Finance for approval
under the provisions of the Georgia Code.
VIII.
Effectuation of the Merger herein provided for is conditioned upon:
A. Ratification and confirmation of this Plan by the affirmative
vote of shareholders of the Bank and Rivoli Interim owning at least two-thirds
(2/3) of the outstanding shares of the Common Stock of such bank and such
corporation, as required by law;
B. Procurement of all other consents, approvals and rulings, and
satisfaction of all other requirements, prescribed by law which are necessary
for consummation of the Merger; and
C. The Company must receive in exchange for shares of the
Company's common stock at least 80% of the outstanding shares of the Bank common
stock.
D. Receipt of an opinion from Xxxxx, Xxxxxxxx & Xxxxxxx, LLP,
counsel to the Bank, satisfactory in form and substance to the Board of
Directors of the Bank, to the effect that, under applicable provisions of the
Internal Revenue Code of 1986, as amended, no gain or loss will be recognized
for federal income tax purposes by the Bank, the Company or the shareholders of
the Bank who receive stock of the Company in connection with the proposed
reorganization, and as to such other matters as the Board of Directors shall
deem desirable and in the best interest of the shareholders of the Bank.
IX.
In the event that:
A. The number of outstanding shares of Common Stock of the Bank
voting against the Merger, or in respect of which written notice is given
purporting to dissent from the Merger, makes consummation of the Merger
inadvisable in the opinion of either the Board of Directors of the Bank or the
Board of Directors of Rivoli Interim; or
B. Any action, suit, proceeding or claim has been instituted,
made or threatened relating to the Merger which shall make consummation of the
Merger inadvisable in the opinion of either the Board of Directors of the Bank
or the Board of Directors of Rivoli Interim; or
C. Any action, consent or approval, governmental or otherwise,
which is, or, in the opinion of counsel for the Bank, may be, necessary to
permit or enable the Continuing Bank, upon and after the Merger, to conduct all
or any part of the business activities being conducted by the Bank as of the
time of the Merger, in the manner in which such activities and business are then
conducted, shall not have been obtained; or
D. For any other reason consummation of the Merger is inadvisable
in the opinion of either the Board of Directors of the Bank or the Board of
Directors of Rivoli Interim, then this
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Plan may be terminated at any time before the Merger becomes effective by
written notice by either the Bank or Rivoli Interim to the other party,
authorized or approved by resolution adopted by the Board of Directors of the
party giving such notice. Upon termination by written notice as provided in this
Section IX, this Plan shall be void and of no further effect, and there shall be
no liability by reason of this Plan or the termination thereof on the part of
either the Bank, Rivoli Interim, the Company or the directors, officers,
employees, agents or shareholders of any of them.
X.
Subject to the terms and upon satisfaction of all requirements of the
law and conditions specified in this Plan, including, among other conditions,
receipt of the approval of the Federal Deposit Insurance Corporation and the
Georgia Department of Banking and Finance referred to in Section VII of this
Agreement, the Merger shall become effective at the time specified in the
certificate to be issued by these agencies under the seal of their offices
approving the Merger.
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IN WITNESS WHEREOF, the Bank and Rivoli Interim have caused this Plan
of Reorganization and Agreement to Merge to be executed by their duly authorized
officers and their corporate seals to be hereunto affixed as of the date first
above written, and directors, constituting a majority of the Board of Directors
of each such entity, have hereunto subscribed their names.
RIVOLI BANK & TRUST
By: /s/ X. Xxxxxxx Xxxxxxxx
-------------------------------------
X. Xxxxxxx Xxxxxxxx
Chairman
RIVOLI INTERIM CORP.
By: /s/ J. Xxxxxxx XxXxxxxxxx
-------------------------------------
J. Xxxxxxx XxXxxxxxxx
President and Chief Executive Officer
Rivoli BanCorp hereby joins in the foregoing Plan of Reorganization and
Agreement to Merge, undertakes that it will be bound thereby and that it will
duly perform all the acts and things therein referred to or provided to be done
by it.
IN WITNESS WHEREOF, the Company has caused this undertaking to be made
by its duly authorized officer as of the date first above written.
RIVOLI BANCORP, INC.
By: /s/ J. Xxxxxxx XxXxxxxxxx
-------------------------------------
J. Xxxxxxx XxXxxxxxxx
President and Chief Executive Officer
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