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APPENDIX A
AMENDED AND RESTATED
PLAN OF MERGER AND REORGANIZATION
BY AND AMONG
WESTERNBANK PUERTO RICO,
WESTERN INTERIM BANK,
AND
W HOLDING COMPANY, INC.
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TABLE OF CONTENTS
PAGE
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions................................ 1
ARTICLE II
THE MERGER
Section 2.01. Merger..................................... 2
Section 2.02. Conversion................................. 2
Section 2.03. Certificates After the Effective Date...... 3
Section 2.04. Stock Options.............................. 3
Section 2.05. Effects of the Merger...................... 3
ARTICLE III
UNDERTAKINGS
Section 3.01. Bank Stockholder Approval.................. 4
Section 3.02. Holdings Stockholder Approval.............. 5
Section 3.03. Other Stockholder Approval................. 5
Section 3.04. Regulatory Approvals....................... 5
Section 3.05. Securities Matters......................... 5
Section 3.06. Other Undertakings......................... 5
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.01. Conditions Precedent to the Merger......... 6
Section 4.02. Effective Date............................. 6
ARTICLE V
TERMINATION AND DEFERRAL
Section 5.01. Termination of the Merger.................. 6
Section 5.02. Deferral of Effective Date................. 7
ARTICLE VI
APPRAISAL RIGHTS
Section 6.01. Dissenters' Rights......................... 7
ARTICLE VII
MISCELLANEOUS
Section 7.01. Governing Law.............................. 7
Section 7.02. Amendment.................................. 7
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AMENDED AND RESTATED
PLAN OF MERGER AND REORGANIZATION
This AMENDED AND RESTATED PLAN OF MERGER AND REORGANIZATION (this "Plan"),
dated as of June 15, 1999, is entered into by and among WESTERNBANK PUERTO RICO,
a commercial bank organized under the laws of the Commonwealth of Puerto Rico
(the "Bank"), and, upon organization, WESTERN INTERIM BANK, an interim
commercial bank organized under the laws of the Commonwealth of Puerto Rico for
the sole purpose of consummating the transactions provided for herein (the
"Interim Bank"), and, upon organization, W HOLDING COMPANY, INC., a corporation
organized under the laws of the Commonwealth of Puerto Rico ("Holding").
WHEREAS, the Bank is a commercial bank duly organized and validly existing
under the Banking Law of the Commonwealth, 7 L.P.R.A.sec. 1-204a, (the "Banking
Law"), with its principal office and place of business at 00 Xxxx XxXxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxx Xxxx, with an authorized capital stock consisting of
(i) 75,000,000 shares of common stock, par value $1.00 per share, of which
42,080,309 shares were issued and outstanding as of January 29, 1999 and (ii)
5,000,000 shares of preferred stock, par value $1.00 per share, of which (A)
1,219,000 shares have been designated Bank Series A Preferred Shares, and (B)
2,001,000 of which have been designated Bank Series B Preferred Shares, all of
which Bank Preferred Shares were issued and outstanding as of June 14, 1999;
WHEREAS, the Interim Bank will be chartered as a commercial bank duly
organized and validly existing under the Banking Law, with its principal office
at the same address as that of Bank, with an authorized capital stock consisting
of 5,000 shares of common stock, par value $5,000.00 per share, up to 1,000
shares of which will be issued prior to the consummation of the transactions
described herein to be held by Holding (except for any shares that may be
required to be held by the directors of the Interim Bank as directors'
qualifying shares); and
WHEREAS, Holding is a general business corporation organized under the laws
of the Commonwealth, with its principal office at the same address as that of
Bank, and having an authorized capital stock consisting of 300,000,000 shares of
common stock, par value $1.00 per share and 20,000,000 shares of preferred
stock, par value $1.00 per share, of which 1,219,000 shares will be designated
as Holding Series A Preferred Shares and 2,001,000 shares will be designated as
Holding Series B Preferred Shares; and
WHEREAS, the Bank, the Interim Bank and Holding desire to establish a bank
holding company structure and in order to implement that desire, the Boards of
Directors of the Bank, the Interim Bank and Holding have each respectively
agreed to a merger of the Interim Bank with and into the Bank (the "Merger") and
the issuance of Holding Common Shares and Holding Preferred Shares, as
hereinafter defined, as consideration for value received by Holding in the
Merger in the form of capital stock of the Continuing Bank, as hereafter
defined;
NOW, THEREFORE, in consideration of the mutual agreements herein and other
valuable consideration, the Bank, the Interim Bank and Holding hereby make this
Plan and prescribe the terms and conditions of the Merger and the mode of
carrying it into effect, including the rights and obligations of the parties in
connection therewith, as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. The following terms, as used herein, have the
following respective meanings:
"Bank" means Westernbank Puerto Rico prior to the Effective Date and
the Continuing Bank on and after the Effective Date.
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"Bank Common Shares" means the shares of common stock of the Bank, par
value $1.00 per share.
"Bank Preferred Shares" means the Bank Series A Preferred Shares and
the Bank Series B Preferred Shares.
"Bank Series A Preferred Shares" means the shares of 7.125%
Non-Cumulative, Convertible Preferred Stock, 1998 Series A, liquidation
preference $25.00 per share, par value $1.00 per share.
"Bank Series B Preferred Shares" means the shares of 7.25%
Noncumulative Monthly Income Preferred Stock, 1999 Series B, liquidation
preference $25.00 per share, par value $1.00 per share.
"Commissioner" means the Commissioner of Financial Institutions of the
Commonwealth.
"Commonwealth" means the Commonwealth of Puerto Rico.
"Continuing Bank" means Westernbank Puerto Rico, the surviving bank in
the Merger, on and after the Effective Date.
"Dissenting Shares" shall have the meaning set forth in Section 6.01.
"Effective Date" shall have the meaning set forth in Section 4.02.
"FDIC" means the Federal Deposit Insurance Corporation.
"Holding" means W Holding Company, Inc., a general business
corporation organized under the laws of the Commonwealth.
"Holding Common Shares" means the shares of common stock of Holding,
par value $1.00 per share.
"Holding Preferred Shares" means the Holding Series A Preferred Shares
and the Holding Series B Preferred Shares.
"Holding Series A Preferred Shares" means the shares of the 7.125%
Non-Cumulative, Convertible Preferred Stock, Series A, liquidation
preference $25.00 per share, par value $1.00 per share, of Holding.
"Holding Series B Preferred Shares" means the shares of 7.25%
Noncumulative Monthly Income Preferred Stock, 1999 Series B, liquidation
preference $25.00 per share, par value $1.00 per share, of Holding.
"Interim Bank" means Western Interim Bank, a commercial bank to be
organized under the laws of the Commonwealth for the sole purpose of
consummating the transactions provided for herein.
"Merger" shall have the meaning set forth in the Recitals hereto.
"Prospectus" shall have the meaning set forth in Section 3.04(b).
"Proxy Statement" shall have the meaning set forth in Section 3.04(a).
ARTICLE II
THE MERGER
Section 2.01. Merger. On the Effective Date, the Interim Bank shall be
merged with and into the Bank, and the Bank shall be the surviving entity and
receive into itself the Interim Bank pursuant to the provisions of, and with the
effects provided in, Section 15 of the Banking Law.
Section 2.02. Conversion. Upon the Effective Date:
(a) Each Bank Common Share issued and outstanding immediately prior to
the Effective Date shall, without any further action on the part of the
Bank, Holding, or any other person, constitute and
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be converted into and there shall be allocated to the record holder thereof
a Holding Common Share, and each Bank Preferred Share issued and
outstanding immediately prior to the Effective Date shall, without any
further action on the part of the Bank, Holding, or any other person,
constitute and be converted into and there shall be allocated to the record
holder thereof a Holding Preferred Share of the corresponding series.
(i) Such conversion and allocation shall not in any way preclude or
prevent any holder of Bank Common Shares and/or Bank Preferred Shares
from exercising his or her statutory right to dissent from the Merger
and to receive from the Continuing Bank payment of the value of his or
her Bank Common Shares and/or Bank Preferred Shares and such other
rights and benefits as are provided by law.
(ii) On the Effective Date, each outstanding certificate, which
theretofore had represented Bank Common Shares, shall henceforward be
deemed for all corporate purposes as evidence of the ownership of an
equal number of Holding Common Shares into which the Bank Common Shares
have been so converted, and each outstanding certificate, which
theretofore had represented Bank Preferred Shares, shall henceforward be
deemed for all corporate purposes as evidence of the ownership of an
equal number of Holding Preferred Shares of the applicable series into
which the corresponding Bank Preferred Shares have been so converted
(b) Each share of common stock of the Interim Bank issued and
outstanding on the Effective Date shall without any further action on the
part of the Bank, the Interim Bank, Holding, or any other person constitute
and be converted into and there shall be allocated to Holding the same
number and type of shares of common stock and preferred stock of the
Continuing Bank as Westernbank had issued and outstanding immediately prior
to the Effective Date.
Section 2.03. Certificates After the Effective Date. At any time after
the Effective Date, any holder of one or more of the certificates that prior to
the Effective Date had represented Bank Common Shares or Bank Preferred Shares,
of either series, may surrender such certificate or certificates in proper form
to Holding or to its transfer agent and receive in exchange therefor a
certificate bearing the name and representing an identical number of Holding
Common Shares or Holding Preferred Shares of the corresponding series, as the
case may be.
Section 2.04. Stock Options. On the Effective Date, each outstanding
option to purchase Bank Common Shares under the Bank's stock option plans will
be assumed by Holding. Each such option will be exercisable in accordance with
its existing terms for the same number of Holding Common Shares as the number of
Bank Common Shares subject to such option. Holding and the Bank shall make
appropriate amendments to the existing stock option plans to reflect the
adoption of those plans as the stock option plans of Holding without adverse
effect upon the options outstanding under the existing stock option plans.
Section 2.05. Effects of the Merger. Upon the Effective Date:
(a) The name of the Continuing Bank shall be "Westernbank Puerto
Rico."
(b) The restated charter of the Bank immediately prior to the
Effective Date shall be the restated charter of the Continuing Bank. The
by-laws of the Continuing Bank shall be the by-laws of the Bank immediately
prior to the Effective Date.
(c) The authorized capital stock of the Continuing Bank initially
shall be identical to the authorized capital stock of the Bank immediately
prior to the Effective Date. The Continuing Bank shall have outstanding
those numbers of shares of common stock, series A preferred stock and
shares of series B preferred stock as are equivalent to the numbers of Bank
Common Shares, Bank Series A Preferred Shares and Bank Series B Preferred
Shares outstanding immediately prior to the Effective Date.
(d) The main office, principal place of business, officers and other
personnel of the Continuing Bank shall be the same as the main office,
principal place of business, officers and other personnel of the Bank
immediately prior to the Effective Date.
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(e) The Continuing Bank shall thenceforth enjoy all the rights,
privileges and franchises and shall be subject to all the restrictions,
obligations and duties of the Bank and the Interim Bank, except for the
alterations provided herein.
(f) Each and all of the property, shares, rights, franchises, powers
and privileges of the Bank and the Interim Bank shall become the property
of the Continuing Bank, and the Continuing Bank shall have, as regards such
property, shares, rights, franchises, powers and privileges, the same
rights as the Interim Bank and the Bank each possessed.
(g) The Continuing Bank shall assume each and every obligation of the
Bank and the Interim Bank and shall have all the obligations and shall be
liable for all debts and the fulfillment of all contracts and obligations
of the Bank and the Interim Bank, just as they were prior to the Effective
Date. Any reference to the Bank or the Interim Bank in any contract, will
or document, whether executed or taking effect before or after the Merger,
shall be considered a reference to the Continuing Bank if not inconsistent
with the other provision of the contract, will or document. The
stockholders of the Bank and the Interim Bank shall continue to be subject
to the same obligations, claims and demands as existed against them, if
any, on or before the Effective Date.
(h) All suits, actions or other proceedings pending in any court on
the Effective Date shall continue to their termination just as if the
Merger had not taken place.
(i) The initial directors of the Continuing Bank shall consist of the
directors of the Bank immediately prior to the Effective Date (the names
and addresses of the seven current directors of the Bank as of the date
hereof are listed in Appendix I attached hereto), which directors shall
hold office in the Continuing Bank, unless sooner removed or disqualified,
until the end of their terms to which they have been elected at the Bank,
as set forth in Appendix I and until their successors are elected or are
appointed in accordance with the by-laws of the Continuing Bank and have
qualified.
(j) All deposit accounts of the Bank immediately prior to the
Effective Date shall be and will remain deposits in the Continuing Bank
without change in their respective terms, interest rates, maturities,
minimum required balances or withdrawal rates. At the Effective Date, the
Continuing Bank will continue to issue deposit accounts on the same basis
as the Bank immediately prior to the Effective Date.
ARTICLE III
UNDERTAKINGS
Section 3.01. Bank Stockholder Approval. The Bank undertakes to submit
the Plan for consideration to its stockholders at a meeting called for this
purpose pursuant to Section 15(c) of the Banking Law, or in any other manner
permitted by law. Without limiting the preceding sentence, the Bank agrees
(unless such action is not required by law):
(a) To send to the post-office address of each of the holders of
issued and outstanding Bank Common Shares and Bank Preferred Shares a
written notice of such meeting not less than thirty days prior to the date
fixed for the meeting. The notice shall specify the hour, date, place and
purpose of the meeting at which this Plan will be considered.
(b) To hold a vote of the stockholders at said meeting, in which each
Bank Common Share shall entitle each holder thereof to one vote to be cast
by the stockholder in person or by proxy and in which each Bank Preferred
Share shall entitle each holder thereof to vote in person or by proxy
proportionately based upon the liquidation preference associated with such
Bank Preferred Share.
(c) To cause its secretary to certify under the seal of the Bank that
(i) the Plan has been approved by the vote of the directors of the Bank,
(ii) the Plan has been approved by the votes of at least three-fourths
( 3/4) of the Bank Common Shares and (iii) the Plan has been approved by
the votes of at least two-thirds ( 2/3) of the aggregate liquidation
preference associated with the Bank
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Preferred Shares, with both series of Bank Preferred Shares voting together
as a single class, if the Plan has been so approved.
(d) To submit the Plan as certified pursuant to subsection (c) of this
Section 3.01, with a certification under seal by the Secretary of Interim
Bank as to the approval of the Plan by Holding as sole stockholder of
Interim Bank, to the Commissioner for his approval or disapproval.
Section 3.02. Holding Stockholder Approval. The Bank will vote all of its
shares of common stock of Holding in favor of approval of the Plan acting by
written consent.
Section 3.03. Interim Bank Stockholder Approval. Holding will vote all of
its shares of common stock of the Interim Bank in favor of the approval of the
Plan acting by written consent.
Section 3.04. Regulatory Approvals. Each of the Bank, the Interim Bank
and Holding shall (i) proceed expeditiously and cooperate fully in determining
which filings are required to be made prior to the Effective Date with, and
which consents, approvals, permits or authorizations are required to be obtained
prior to the Effective Date from, governmental or regulatory authorities of the
Commonwealth and the United States (collectively, the "Regulatory Approvals") in
connection with the execution and delivery of the Plan and the consummation of
the transactions contemplated hereby; and (ii) timely make all such filings and
timely seek all Regulatory Approvals; and (iii) take all other action and do all
things necessary or appropriate to consummate and make effective all
transactions contemplated by this Plan as soon as possible.
Section 3.05. Securities Law Matters.
(a) The Bank undertakes to prepare and file promptly a proxy statement
(the "Proxy Statement") which complies with the requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder by the FDIC and which complies with all applicable
federal, state and Puerto Rico law requirements for the purpose of
submitting the Plan to its stockholders for approval.
(b) Holding and the Bank undertake to prepare a Prospectus (the
"Prospectus") related to the Holding Common Shares and Holding Preferred
Shares which complies with the requirements of the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder by the
Securities and Exchange Commission, which shall be distributed to the
stockholders of the Bank.
(c) Holding and the Bank shall each provide promptly to the other such
information concerning its business and financial condition, and affairs
and prospects as may be required or appropriate for inclusion in the
Prospectus or the Proxy Statement and shall cause their counsel and
auditors to cooperate in the preparation of the Prospectus and the Proxy
Statement.
(d) The Bank undertakes to distribute the Proxy Statement and the
Prospectus to its stockholders in accordance with applicable federal and
state law requirements.
Section 3.06. Other Undertakings.
(a) If the requisite approval of this Plan is obtained at the meeting
of the Bank's stockholders referred to in Section 3.01, thereafter and
until the Effective Date, the Bank shall issue certificates for Bank Common
Shares and Bank Preferred Shares, whether upon transfer or otherwise, only
if such certificates bear a legend, the form of which shall be approved by
the board of directors of the Bank, indicating that this Plan has been
approved and that shares of stock evidenced by such certificates are
subject to consummation of this Plan.
(b) If at any time (whether before or after the Effective Date), the
Bank or the Continuing Bank considers that any further assignment,
conveyance or assurance in law is necessary or desirable to vest, perfect
or confirm of record in the Continuing Bank the title to any property or
rights of the Bank or the Interim Bank, or otherwise to carry out the
provisions hereof, the Bank and the Interim Bank hereby undertake through
their proper officers and directors to execute and deliver immediately any
and all proper deed, assignment and assurance, and to do all things
necessary or proper to vest,
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perfect or confirm title to such property or right in the Continuing Bank
and otherwise to carry out the provisions hereof.
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.01. Conditions Precedent to the Merger. The consummation of the
Merger is subject to the satisfaction of the following conditions:
(a) The votes of at least (i) three-fourths ( 3/4) of the issued and
outstanding Bank Common Shares and (ii) two-thirds ( 2/3) of the aggregate
liquidation preference associated with the issued and outstanding Bank
Preferred Shares, with both series of Bank Preferred Shares voting together
as a single class, shall have been cast, in person or by proxy, in favor of
this Plan at a meeting of the Bank's stockholders called pursuant to
Section 3.01.
(b) All Regulatory Approvals (or waiver or exemption therefrom) and
satisfaction of all other requirements prescribed by law which are
necessary to the consummation of the transactions contemplated by the Plan
shall have been obtained, and all statutory waiting periods shall have
expired, without the imposition of any condition or requirements that would
materially and adversely affect the operations or business prospects of
Holding or the Continuing Bank following the Effective Date so as to render
inadvisable the consummation of such transaction, as provided by Section
5.01(c) hereof.
(c) The Bank shall have received a ruling or rulings from the
appropriate tax authorities and/or an opinion letter from tax counsel to
the Bank, satisfactory to the Bank in form and substance, with respect to
the Puerto Rico and United States income tax consequences of the Merger.
(d) The Holding Common Shares and the Holding Series B Preferred
Shares shall have been approved for quotation on the Nasdaq Stock Market's
National Market Tier.
Section 4.02. Effective Date. The Bank, the Interim Bank and Holding
shall use their best efforts to cause the Merger to become effective on a date
as soon as practicable after each condition precedent listed in Section 4.01
shall have been satisfied. The Merger shall become effective at the time this
Plan is properly approved and filed in accordance with the Banking Law (the
"Effective Date").
ARTICLE V
TERMINATION AND DEFERRAL
Section 5.01. Termination of the Merger. Prior to the Effective Date, the
Plan may be terminated at any time by written notice by either the Bank or the
Interim Bank or Holding to the other parties hereto that its board of directors
is of the opinion that:
(a) The number of Bank Common Shares and/or Bank Preferred Shares that
voted against approval of the Plan or the number with respect to which
demand for payment of shares has been made is such that the consummation of
the Merger is inadvisable, in the sole opinion of such board of directors.
(b) Any action, suit, proceeding, or claim is commenced or threatened
or any claim is made that could make consummation of the Merger, in the
sole opinion of such board of directors, inadvisable;
(c) It is likely that a Regulatory Approval, in the sole opinion of
such board of directors, will not be obtained, or if obtained, has or will
contain or impose a condition or requirement that would materially and
adversely affect the operations or business prospects of Holding or the
Continuing Bank following the Effective Date so as to render inadvisable
the consummation of the Merger.
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(d) Any other reason exists that makes consummation of the Merger in
the sole opinion of such board of directors, inadvisable.
Upon such determination, the Plan shall be deemed void, and there shall be
no liability hereunder or on account of such termination on the part of the
Bank, the Interim Bank, Holding, or the directors, officers, employees, agents
or stockholders or any of them, except that in such event the Bank will pay the
fees and expenses incurred by itself, the Interim Bank and Holding in connection
with the transactions contemplated herein.
Section 5.02. Deferral of Effective Date. Consummation of the Merger
herein provided may be deferred by the board of directors of the Bank for a
reasonable period of time if the Bank's board of directors determines, in its
sole discretion, that such deferral would be in the best interest of the Bank
and the stockholders of the Bank.
ARTICLE VI
APPRAISAL RIGHTS
Section 6.01. Dissenters' Rights. Any stockholder of the Bank who
complies with all applicable provisions of law, including without limitation
Section 15(i) of the Banking Law, shall be entitled to receive the value of the
Bank Common Shares and/or Bank Preferred Shares held by such stockholder as
provided by Section 15(i) of the Banking Law, provided that:
(a) Any Bank Common Shares and/or Bank Preferred Shares held by a
holder who has demanded appraisal of such holder's shares and, as of the
Effective Date, has neither effectively withdrawn nor lost such holder's
right to such appraisal (the "Dissenting Shares") shall not be converted in
the manner set forth in Section 2.02, but the holder thereof shall only be
entitled to such rights as are granted by the Banking Law.
(b) Notwithstanding the provisions of subparagraph (a) of this Section
6.01, if any holder of Dissenting Shares shall effectively withdraw or lose
(through failure to perfect or otherwise) such holder's right to appraisal,
then, as of the Effective Date or the occurrence of such event, whichever
later occurs, such Dissenting Shares shall automatically be converted as
provided in Section 2.02.
ARTICLE VII
MISCELLANEOUS
Section 7.01. Governing Law. The Plan shall be governed by and construed
in accordance with the laws of the Commonwealth.
Section 7.02. Amendment. The Plan and the Appendix hereto may be amended
by the parties hereto, by action taken by or on behalf of their respective Board
of Directors at any time before or after approval by the stockholders of the
parties; provided, however that after such approval, no amendment, modification
or waiver shall affect the consideration to be received by any party or their
respective stockholders. Any such amendment, modification or waiver must be by
an instrument in writing and signed on behalf of each of the parties.
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IN WITNESS WHEREOF, the Bank, the Interim Bank and Holding have caused this
Plan to be executed in multiple copies, by their duly authorized officers, and
have caused their corporate seals to be hereto affixed, as of the date first
above written.
WESTERNBANK PUERTO RICO
By: /s/ XXXXX X. XXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
[SEAL]
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WESTERN INTERIM BANK
By:
-----------------------------------
Name:
---------------------------------
Title: President
Executed as of ________________, 1999
[SEAL]
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W HOLDING COMPANY, INC.
By: /s/ XXXXX X. XXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
Executed as of June 15 , 1999
[SEAL]
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APPENDIX I
DIRECTORS OF THE BANK
NAMES AND ADDRESSES OF DIRECTORS TERMS ENDING
-------------------------------- ------------
Xxxxx Xxxx Cros 2001
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
Xxxxx X. Xxxxxxxxx 2001
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
Xxxxxxxxxxx X. Xxxxxxxx 1999
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
Angel Xxxx Xxxxx 2000
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
Xxxxx X. Xxxx 1999
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
Xxxxx X. Xxxxxx 2000
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
Xxxxxxxxx Xxxxxxx 0000
00 X. XxXxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
