Exhibit 2.1(b)
February 5, 1996 8-K
MONYCOR BANCSHARES, INC.
AMENDMENT NO. 1 TO THE
PLAN AND AGREEMENT OF MERGER AND REORGANIZATION
This Amendment No. 1 between F & M Bancorporation, Inc., a
Wisconsin corporation ("F & M"), Monycor Bancshares, Inc., a
Wisconsin corporation ("MBI") and F & M Merger Corporation, a
Wisconsin corporation ("Subsidiary") to amend the Plan and
Agreement of Merger and Reorganization ("the Plan") executed as
of November 1, 1995, is made as of this 1st day of December,
1995.
WHEREAS, MBI has the opportunity to accelerate the closing
and to save substantial corporate time, money and resources by
structuring the stock issuance by F & M in the proposed
transaction as a private placement under Section 4(2) of the
Securities Act of 1933 (the "1933 Act") and/or Regulation D
thereunder; and
WHEREAS, MBI and its shareholders have been advised of the
rights, benefits, obligations and limitations of the issuance of
F & M Common as a private placement pursuant to Section 4(2) of
the 1933 Act and/or Regulation D thereunder; and
WHEREAS, the MBI Shareholders agree that the issuance of
such shares as a private placement, subject to all rights,
obligations and limitations of Section 4(2) of the 1933 Act
and/or Regulation D thereunder is in their best interests and
acknowledge the same by executing this amendment; Therefore,
In consideration of the foregoing, the parties agree to
amend the Plan as follows:
1. Specific Sections Amended. The following sections of
the Plan are hereby amended:
(a) Section 1.18 is deleted and recreated to read as
follows:
"1.18 'Confidential Memorandum' shall mean the
Confidential Private Placement Memorandum which
will be delivered to the MBI Shareholders
describing the Merger. The F & M Common to be
issued in this transaction will not be registered
with the Securities and Exchange Commission
("SEC") or the Securities Commission of any state
but will be issued pursuant to the exemptions from
(and subject to the limitations under) applicable
federal and state securities laws. Wherever the
term Registration Statement is used in this
Agreement, the term 'Confidential Memorandum'
shall be substituted."
(b) Section 3.7 is created to read as follows:
"3.7 Stock Legend. The shares of F & M Common to
be issued in this transaction will be issued
pursuant to an exemption from registration under
Section 4(2) of the 1933 Act and the regulations
thereunder, and will be subject to a transfer
limitation for two (2) years from the date of
issuance pursuant, thereto and thereafter subject
to limitation on the manner and volume of shares
which can be transferred before the end of three
(3) years from the date of issuance. The
certificates for the shares of F & M Common to be
issued will bear the following legend restricting
their transfer:
THE SECURITIES REPRESENTED BY THE
CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY
STATES, BUT HAVE BEEN ISSUED IN RELIANCE
UPON EXEMPTIONS THEREFROM. THEY HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE SOLD OR TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 AND THE
LAWS OF ANY STATE IN WHICH THEY ARE
OFFERED OR SOLD, OR AN OPINION OF
COUNSEL SATISFACTORY TO F & M (UNLESS
WAIVED BY IT) THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH LAWS."
(c) Section 4.1 is amended to add the following to the
end of the Section:
"All MBI Shareholders are bona fide residents of
the State of Wisconsin now, and will remain such,
through the Closing Date. All MBI Shareholders
will certify such status to F & M as of the
Closing Date."
(d) Section 4.13 is deleted and recreated to read as
follows:
"4.13 Confidential Memorandum/Proxy Statement.
The Confidential Memorandum/Proxy Statement to be
delivered to MBI's Shareholders will not contain
any untrue statement of a material fact or omit
any material fact required to be stated therein or
necessary to make the statements contained
therein, in the light of the circumstances under
which they were made, not misleading; except that
this representation and warranty shall not apply
to statements contained in or omitted from the
Confidential Memorandum/Proxy Statement in so far
as they describe F & M or Subsidiary."
(e) Section 5.9 is deleted and recreated to read as
follows:
"5.9 Confidential Memorandum/Proxy Statement.
The Confidential Memorandum/Proxy Statement will
not contain any untrue statement of material fact
or omit any material fact required to be stated
therein or necessary to make the statements
contained therein, in the light of the
circumstances under which they were made, not
misleading; except that this representation and
warranty shall not apply to statements contained
in or omitted from the Confidential
Memorandum/Proxy Statement in so far as they
describe MBI or Bank."
(f) Section 7(a) is deleted and recreated to read as
follows:
"(a) As promptly as practicable after the
execution of this Agreement, F & M, with the
cooperation of MBI, shall prepare the Confidential
Memorandum. F & M shall also use its best efforts
to qualify under the blue sky laws of the various
states in which MBI shareholders are located, the
shares of F & M Common to be issued pursuant to
this transaction."
(g) Section 8.11 is deleted and recreated to read as
follows:
"8.11 Securities Counsel Opinion. F & M shall
have received an opinion in form and substance
satisfactory to F & M from Securities Counsel that
the shares of F & M Common to be issued by F & M
are exempt from registration under all applicable
federal and state securities laws and
regulations."
(h) Section 8.12 is deleted and recreated to read as
follows:
"8.12 Confidential Memorandum/Proxy Statement.
The Confidential Memorandum/Proxy Statement will
not contain any untrue statement of a material
fact or omit any material fact required to be
stated therein or necessary to make the statements
contained therein, in the light of the
circumstances under which they were made, not
misleading."
(i) Section 9.9 is deleted and recreated to read as
follows:
"9.9 Confidential Memorandum/Proxy Statement.
The Confidential Memorandum/Proxy Statement will
not contain any untrue statement of a material
fact or omit any material fact required to be
stated therein or necessary to make the statements
contained therein, in the light of the
circumstances under which they were made, not
misleading."
(j) Subsections 10.3(d) is deleted and recreated and
(e) is created to read as follows:
"(d) The opinion from Securities Counsel
described in Section 8.11.
(e) The certificates from MBI Shareholders
described in Section 4.1."
(k) Subsection 10.3(e) is relettered as subsection
10.3(f).
(l) Section 8.7 and subsection 10.4(e) are deleted.
2. Other Provisions Unaffected. Except as expressly
amended by this Amendment No. 1, the Plan shall remain in full
force and effect without further modification. Terms defined in
the Plan shall have the same meaning in this Amendment No. 1.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed as of the day and year first
written above.
F & M BANCORPORATION, INC.
By:__/s/_______________________________
Xxxx X. Xxxxxxx, President
ATTEST:
By:__/s/_______________________________
Xxxxx X. Xxxxx, Secretary
F & M MERGER CORPORATION
By:__/s/________________________________
Xxxx X. Xxxxxxx, President
ATTEST:
By:__/s/________________________________
Xxxxx X. Xxxxx, Assistant Secretary
MONYCOR BANCSHARES, INC.
By:__/s/_______________________________
Xxxxx Xxxxxxxxx, President
ATTEST:
By:__/s/_______________________________
Xxxxx X. Xxxxxx, Secretary
MONYCOR BANCSHARES, INC., SHAREHOLDERS
__/s/_______________________________
Xxxxx Xxxxxxxxx, Shareholder
__/s/_______________________________
Xxxxx X. Xxxxxx, Shareholder
__/s/_______________________________
Xxxxxx Xxxxxxx, Shareholder
