EXHIBIT 2.4
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of December 16, 2000
by and between Spectrum Bancorporation, Inc. ("Spectrum"), an Iowa
corporation; and Great Western Securities, Inc. ("Great Western") a Nebraska
corporation.
The boards of directors of the respective corporations deem it desirable
and in the best interests of their respective corporations and shareholders
that Great Western merge into Spectrum (the "Merger"), upon the terms and
subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, undertakings,
representations and warranties contained herein, the parties agree as follows:
I. THE MERGER
1.01 THE MERGER. Subject to the terms and conditions of this Agreement:
(a) Great Western shall be merged with and into Spectrum in accordance
with Sections 490.1101 and 490.1107 of the Iowa Business Corporation Act,
and Sections 21-20,128 and 21-20,134 of the Nebraska Corporations Act, with
Spectrum being the surviving corporation (sometimes referred to hereinafter
as the "Surviving Corporation"), and the separate existence of Great Western
shall cease. The Merger shall become effective when a properly executed
Certificate of Merger (together with any other documents required by law to
effectuate the Merger) shall be filed and recorded in the office of the
Secretary of State of Nebraska and the Secretary of State of Iowa, which
filings and recordings shall be made as soon as possible after the closing
of the transactions contemplated by this Agreement. When used in this
Agreement, the term "Effective Time" shall mean 10:00 o'clock p.m. Des
Moines, Iowa, time on__________,________.
(b) Pursuant to Section 490.1106 of the Iowa Business Corporation Act,
the title to all real estate and other property owned by Spectrum and Great
Western shall be vested in the Surviving Corporation without reversion or
impairment and the Surviving Corporation shall have all liabilities of each
corporation party to the merger.
(c) The Articles of Incorporation of Spectrum shall be the Articles of
Incorporation of the Surviving Corporation.
(d) The Bylaws of Spectrum shall be the Bylaws of the Surviving
Corporation.
1.02 CONVERSION OF SHARES OF GREAT WESTERN STOCK. As of the Effective
Time, by virtue of the Merger without any action on the part of the holders
thereof:
(a) Each share of Preferred Stock of Great Western and each share of
Common Stock of Great Western which is owned by Xxxx X. Xxxxxx ("Xxxxxx")
shall be cancelled in exchange for:
(i) One hundred thousand (100,000) shares of $100 par value Series 3
Non-Voting, Non-Cumulative, Perpetual Preferred Stock of Spectrum, and
(ii) Cash of immediately available funds in the amount of
$55,613,000.
(b) Each share of Common Stock of Great Western, other than shares
owned by Xxxxxx, that is issued and outstanding immediately prior to the
Effective Time shall thereupon and without any further action be converted
into _______ shares of fully paid and nonassessable Common Stock, $1.00
par value per share, of the Surviving Corporation.
(c) Each share of Common Stock of Spectrum that is issued and
outstanding immediately prior to the Effective Time shall remain issued and
outstanding immediately after the Effective Time to constitute one share of
Spectrum Common Stock.
(d) Each share of the 9,000 shares of Series 1 8% Non-Voting
Cumulative Perpetual Preferred stock of Spectrum, $100 par value per share
that is issued and outstanding immediately prior to the Effective Time shall
remain outstanding.
(e) Each share of the 8,000 shares of Series 2 10% Non-Voting, $100
Non-Cumulative Perpetual Preferred Stock (the "Preferred Stock") of
Spectrum, par value per share that is issued and outstanding immediately
prior to the Effective Time shall remain outstanding.
1.03 EXCHANGE OF SHARE CERTIFICATES.
(a) As soon as practicable after the Effective Time, the Surviving
Corporation shall deliver to Xxxxxx: (i) a certificate representing one
hundred thousand (100,000) shares of Series 3 Non-Voting, Non-Cumulative
Perpetual Preferred Stock of Surviving Corporation, and (ii) cash or
immediately available funds in the amount of $55,613,000, against delivery
of certificates representing 312 shares of Great Western Common Stock and
8,000 shares of Preferred Stock owned by Xxxxxx, being all shares of Great
Western owned by him, duly executed for transfer in form satisfactory to the
Surviving Corporation, and the Great Western certificates so surrendered
shall forthwith be cancelled.
(b) As soon as practicable after the Effective Time, the Surviving
Corporation shall deliver to each holder of record (other than Xxxxxx) of a
certificate or certificates which immediately prior to the Effective Time
represented outstanding shares of Common Stock of Great Western (the "Great
Western Certificates") against delivery of such Great Western Certificates,
duly executed for transfer in form satisfactory to the Surviving
Corporation, certificates representing that number of shares of Common Stock
of Surviving Corporation into which the shares represented by the Great
Western Certificates so surrendered shall have been converted pursuant to
the provisions of this Article I, and the Great Western Certificates so
surrendered shall forthwith be cancelled.
(c) No dividends or other distributions declared with respect to Common
Stock of the Surviving Corporation issuable to former holders of Common
Stock of Great Western pursuant to the Merger and payable to the holders
thereof after the Effective Date shall be paid to any such holder unless and
until such holder shall have surrendered such holder's Great Western
Certificates and received in exchange therefor certificates representing
shares of Common Stock of the Surviving Corporation. After the
surrender and exchange of a Great Western Certificate, the holder of
certificates for shares of Common Stock of the Surviving Corporation
into which the shares represented by the Great Western Certificates
shall have been converted shall be entitled to receive any dividends or
other distributions, without any interest thereon, which theretofore
became payable with respect to the shares represented by such Great
Western Certificates.
(d) After the Effective Time, there shall be no further registration of
transfers on the stock transfer books of the Surviving Corporation of the
shares represented by the Great Western Certificates which were outstanding
immediately prior to the Effective Time. If, after the Effective Time, Great
Western Certificates are presented to the Surviving Corporation for
registration or transfer, they shall be cancelled and exchanged for
certificates representing shares of Common Stock of the Surviving
Corporation, as provided in this Article I.
1.04 BOARD OF DIRECTORS AND OFFICERS. At the Effective Time, the
directors and officers of Spectrum immediately prior to the Effective Time
shall become the directors and officers, respectively, of the Surviving
Corporation and shall hold office in accordance with the Surviving
Corporation's By-Laws and applicable law.
II. CONDITIONS, TERMINATION, AMENDMENT AND WAIVER
2.01 CONDITIONS. Consummation of the Merger and the transactions
contemplated hereby shall be subject to:
(a) Receipt of all regulatory approvals required by law and expiration
of all waiting periods imposed by law or order;
(b) Receipt of requisite approval of the shareholders of the parties
hereto; and
(c) Closing of the purchase by the Surviving Corporation of 26,718
outstanding Common shares of Great Western Bank, Omaha, Nebraska, owned by
Xxxxxx, being all shares of Great Western Bank owned by him, for the sum of
$2,387,000, which the Surviving Corporation shall pay to Xxxxxx against
delivery of certificates representing such shares, duly executed for
transfer in form satisfactory to the Surviving Corporation.
2.02 TERMINATION. This Agreement may be terminated at any time prior to
the Effective Time:
(a) By mutual consent of the Boards of Directors of the parties
hereto; or
(b) By any party hereto if any event shall have occurred which renders
the conditions set forth in Section 2.01 of this Agreement incapable of
fulfillment.
2.03 EFFECT OF TERMINATION. In the event of termination of this
Agreement as provided in Section 2.02 above, this Agreement shall forthwith
become void and there shall be no liability on the part of any party hereto
or their respective officers, directors or shareholders.
2.04 AMENDMENT. This Agreement may be amended by the parties hereto by
action
taken by their respective Boards of Directors at any time, by an instrument
in writing signed on behalf of each of the parties hereto.
2.05 WAIVER. Any term or provision of this Agreement (other than
requirements for regulatory approvals) may be waived in writing at any time
by the party which is, or whose shareholders are, entitled to the benefits
thereof.
2.06 This Agreement and Plan of Merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of
the constituent corporations.
III. GENERAL PROVISIONS
3.01 CLOSING. Unless this Agreement shall have been terminated and the
Merger herein contemplated shall have been abandoned, a closing (the
"Closing") will be held as soon as practicable after receipt of all
regulatory approvals and expiration of all waiting periods, at a location to
be agreed upon by the parties hereto. As soon as practicable after the
Closing, the Certificate of Merger will be filed for recording with the
Secretary of State.
3.02 BINDING AGREEMENT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be signed by its duly authorized officers, as of the date first above written.
GREAT WESTERN SECURITIES, INC.
By: /s/ Xxxx X. Xxxxxx, Chairman
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By: /s/ Xxxxx X. Xxxxxx, President
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Attest:
/s/ Xxxxxx X. Xxxxxx
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Secretary
SPECTRUM BANCORPORATION, INC.
By: /s/ Xxxxxx X. Xxxxxx, President
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Attest:
/s/ Xxxxxx X. Xxxxxx
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Secretary
