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EXHIBIT 3.2
STOCK REDEMPTION AGREEMENT
This Agreement is entered as of the 28th day of December, 1995, by and
among Great Guaranty Bancshares, Inc. ("Bancshares") and the undersigned
holders of Bancshares' Series A and Series B Preferred Stock (collectively the
"Shareholders").
WITNESSETH
WHEREAS, in July, 1994, the Shareholders loaned to Bancshares the sum
of TWO HUNDRED NINETEEN THOUSAND TWO HUNDRED AND NO/100 ($219,200.00) DOLLARS
pursuant to a convertible debentures of a form approved by the Bancshares Board
of Directors and by the Federal Reserve Board for funding of expenses of
Bancshares' litigation with The 400 Group; and
WHEREAS, pursuant to the said debentures, interest was to be paid on
the principal amount of each debenture at the "prime" rate, as it may from time
to time exist, as published in the Wall Street Journal, plus 1%; and
WHEREAS, on August 22, 1994, by Agreement of Bancshares and the
Shareholders, the debentures were converted into 42,896 shares of the Series B
Preferred Stock of Bancshares, at the conversion rate of $5.11 per share, based
on the parties' best estimate of the equity value of Bancshares (asset value
less liabilities) at that time; and
WHEREAS, the intent of the parties was and has remained that the
issuance of the Preferred Stock should result in no dilution to the holders of
Common Stock, and to that end each of the Shareholders granted to Bancshares
the right to redeem shares of the Preferred Stock to the extent necessary to
assure no dilution; and
WHEREAS, on current estimates of Bancshares equity value, the
Preferred Stock has value significantly in excess of $5.11 per share (assuming
Guaranty Bank value in excess of $5.5 million and Bancshares liabilities not
exceeding $4.0 million); and
WHEREAS, the parties have determined that an equitable and objectively
determinable redemption price for the Preferred Stock, consistent with the
terms of the original debentures, is the $5.11 issue price plus interest
thereon at the rate specified in the debentures.
NOW THEREFORE the parties do hereby agree that each of the 42,896
shares of Preferred Stock owned by the Shareholders may be redeemed by
Bancshares at any time through the period ending December 31, 1998, for the
redemption price of $5.11 per share plus interest thereon at the "prime rate"
plus 1%, from August 22, 1994 through the date of the redemption. The said
redemption shall occur within thirty (30) days following notice by Bancshares
to the Shareholders of Bancshares' election and intention to redeem the said
shares in accordance herewith.
AND NOW INTO THESE PRESENTS comes and appears Xxxxxxx X. Xxxx, the
holder of 3,125 shares of Preferred stock issued in payment of indebtedness by
Bancshares to him, and
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hereby grants to Bancshares the right to redeem his said shares of Preferred
Stock on the terms and for the price specified herein applicable to the shares
of Preferred Stock held by the Shareholders.
EXECUTED in multiple original, effective as of December 28, 1995.
/s/ LEVY DABADIE, JR. /s/ XXXXX X. XXXXXXX
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Levy Dabadie, Jr. Xxxxx X. Xxxxxxx
1,018 shares, Series B Preferred Stock 4,893 shares, Series A Preferred
Stock
4,892 shares, Series B Preferred
Stock
/s/ XXXXX X. MAJOR /s/ X.X. XXXXXX, XX.
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Xxxxx X. Major X.X. Xxxxxx, Xx.
1,957 shares, Series B Preferred Stock 19,569 shares, Series A Preferred
Stock
/s/ X.X. XXXXXX /s/ F. XXXXXX XXX
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X.X. Xxxxxx F. Xxxxxx Xxx
4,892 shares, Series B Preferred Stock 4,892 shares, Series B Preferred
Stock
/s/ F. XXXXXXX XXX /s/ XXXXXXX X. XXXX
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F. Xxxxxxx Xxx Xxxxxxx X. Xxxx, Intervenor
783 shares, Series B Preferred Stock 3,125 shares, Series B Preferred
Stock
