PLAN OF REORGANIZATION AND EXCHANGE AGREEMENT
This Plan of Reorganization and Exchange Agreement (the "Agreement") is
entered into as of September 10, 1999 by and among Belvedere Capital Partners
LLC ("Belvedere"), as general partner and on behalf of the California Community
Financial Institutions Fund Limited Partnership, (the "Fund"), and California
Community Bancshares, Inc., a Delaware corporation, ("CCB Delaware").
RECITALS
A. The parties desire to organize CCB Delaware as a holding company to
facilitate potential future acquisitions and for other sound business reasons.
B. Accordingly, the shares of California Community Bancshares, a California
corporation (formerly Placer Capital Co.) ("CCB California"), a wholly-owned
subsidiary of the Fund, will be transferred to CCB Delaware solely in
consideration of the issuance of voting shares of CCB Delaware, at the rate of
2.4605 shares of CCB Delaware common stock for each outstanding share of CCB
California common stock (the "Exchange Rate") with the result that CCB Delaware
will own one hundred percent (100%) of the issued and outstanding shares of CCB
California. CCB California, in turn, owns all of the shares of Placer Sierra
Bank. Immediately after this transaction, the Fund will own one hundred percent
(100%) of the issued and outstanding shares of CCB Delaware.
C. This exchange is intended to qualify as a tax free reorganization under
Section 368 (a)(1)(B) of the Internal Revenue Code of 1986 (the "Code") and a
tax free exchange under Section 351 of the Code.
D. As of the date hereof, CCB California has issued and outstanding a total
of 5,300,000 shares of no par value common stock.
AGREEMENT
Section 1. EXCHANGE OF SHARES AND CONVERSION OF OPTIONS.
1.1 STOCK OF CCB DELAWARE. On the Effective Date, CCB Delaware shall issue
to the Fund 13,040,650 shares of its voting common stock in consideration of the
transfer to CCB Delaware of all of the issued and outstanding shares of the
common stock of CCB California.
1.2 STOCK OF CCB CALIFORNIA. On the Effective Date, the Fund will transfer
to CCB Delaware all of the issued and outstanding shares of common stock of CCB
California in consideration of the issuance to the Fund of 13,040,650 shares of
common stock of CCB Delaware.
1.3 ACTIONS TO EFFECTUATE THE EXCHANGE. On the Effective Date or as soon as
practicable thereafter, the respective authorized officers of CCB Delaware and
Belvedere, as General Partner and on behalf of the Fund, will take such actions
as may be necessary to effectuate the issuance and transfer provided for in
Sections 1.1 and 1.2.
1.4 CCB CALIFORNIA STOCK OPTION PLAN. On the Effective Date and thereafter,
contingent upon the completion of the issuance and transfer provided for in
Sections 1.1 and 1.2 hereof, any outstanding options to purchase shares of
common stock of CCB California pursuant to the California Community Bancshares
1999 Stock Option Plan shall be converted to options to purchase shares of CCB
Delaware common stock upon the same terms and conditions, adjusted to reflect
the Exchange Rate.
Section 2. APPROVALS AND CONSENTS.
2.1 CCB DELAWARE SHAREHOLDER APPROVAL. This Agreement shall be submitted to
Belvedere, in its capacity as the General Partner and on behalf of the Fund, the
sole shareholder of CCB Delaware, for ratification and confirmation in
accordance with applicable provisions of law.
2.2 FUND APPROVAL. This Agreement shall be submitted to Belvedere, in its
capacity as the General Partner and on behalf of the Fund, for ratification and
confirmation in accordance with applicable provisions of law.
2.3 CONSENTS UNDER CONTRACTS. Each of the parties hereto shall proceed
expeditiously and cooperate in procuring all required consents, if any, under
any contracts, leases or other agreements to which CCB California or Placer
Sierra Bank is a party, which consents are required in connection with the
consummation of the transactions contemplated by this Agreement.
2.4 REGULATORY APPROVALS. Each of the parties hereto shall proceed
expeditiously and cooperate fully in procuring all other consents and approvals,
and in satisfying all other requirements, prescribed by law or otherwise,
necessary or desirable for the transactions described herein to be consummated,
including without limitation, the consents and approvals of the Board of
Governors of the Federal Reserve System, if required, the California Department
of Financial Institutions and the consents and approvals referred to in Sections
2.1, 2.2 and 2.3.
Section 3. CONDITIONS PRECEDENT, TERMINATION AND PAYMENT OF EXPENSES
3.1 CONDITIONS PRECEDENT. Consummation of the transactions contemplated by
this Agreement is conditioned upon the following:
(a) Ratification and confirmation of this Agreement by the sole shareholder
of CCB Delaware and by Belvedere, in its capacity as the General Partner and on
behalf of the Fund, in accordance with applicable provisions of law;
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(b) Procuring all other consents and approvals and satisfying all other
requirements, prescribed by law or otherwise, which are necessary for the
transactions contemplated by this Agreement to be consummated, including without
limitation: approval from the Commissioner of Financial Institutions of the
State of California pursuant to Section 700 et seq. of the California Financial
Code, any required approval from the Board of Governors of the Federal Reserve
System under the Bank Holding Act of 1956, and approval, if required, from the
California Commissioner of Corporations under the California Corporate
Securities Law of 1968 with respect to the securities of the CCB Delaware
issuable upon consummation of the transactions contemplated by this Agreement;
(c) There shall have been received (unless waived by each of the parties
hereto) an opinion in form and substance satisfactory to each of the parties
hereto and their counsel, with respect to the tax consequences to the parties
and their shareholder of the transactions described herein; and
(d) Performance by each of the parties hereto of all obligations under this
Agreement which are to be performed prior to the consummation of the
transactions contemplated by this Agreement.
3.2 TERMINATION OF THE AGREEMENT. Notwithstanding that this Agreement may
have already been approved by the sole shareholder of CCB Delaware and
Belvedere, in its capacity as the General Partner and on behalf of the Fund,
this Agreement may be terminated prior to the consummation of the transactions
contemplated by this Agreement:
(a) By mutual written consent of Belvedere and the Board of Directors of
CCB Delaware;
(b) In the event that any condition specified in Section 3.1 cannot be
fulfilled, or prior to the consummation of the transactions contemplated by this
Agreement Belvedere or the Board of Directors of CCB Delaware reaches any of the
following determinations:
(i) Any action, suit, proceeding or claim relating to the consummation
of the transactions contemplated by this Agreement, whether initiated or
threatened, makes consummation of the such transactions inadvisable; or
(ii) Consummation of the transactions contemplated by this Agreement is
inadvisable for any other reason;
(iii) By either party if the transactions contemplated by this
Agreement have not been consummated by January 31, 1999.
3.3 EFFECT OF TERMINATION. Upon termination, this Agreement shall be void
and of no further effect, and there shall be no liability by reason of this
Agreement or the termination thereof on the part of either of the parties hereto
or their respective directors, officers, employees, agents or shareholders.
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3.4 EXPENSES. All of the expenses of the transactions contemplated by this
Agreement shall be borne by CCB Delaware.
Section 4. EFFECTIVE DATE. The Effective Date of the issuance and transfer
provided for in Sections 1.1 and 1.2 shall be the first business day after
satisfaction of all of the conditions set forth in Section 3.1 hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
CALIFORNIA COMMUNITY FINANCIAL
INSTITUTIONS FUND LIMITED PARTNERSHIP
BY BELVEDERE CAPITAL PARTNERS LLC
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Manager
By /s/ Xxxxxxx X. Xxxxxx, Xx.
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Xxxxxxx X. Xxxxxx, Xx., Manager
CALIFORNIA COMMUNITY BANCSHARES, INC.,
A DELAWARE CORPORATION
By /s/ Xxxxxxx X. Xxxxxx, Xx.
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Xxxxxxx X. Xxxxxx, Xx., Chairman
By /s/ J. Xxxxxx Xxxxx
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J. Xxxxxx Xxxxx, Secretary
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