AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 26,
1997, is made by and among River Valley Bancorp ("RVB"), a unitary savings and
loan holding company and a bank holding company, Madison First Federal Savings
and Loan Association, a federal savings and loan association ("First Federal"),
and Citizens National Bank of Madison, a national banking association ("CNB").
WITNESSETH:
WHEREAS, RVB, First Federal and CNB have agreed to the merger of CNB
into First Federal in accordance with federal law on the terms and subject to
the conditions set forth herein (the "Merger");
WHEREAS, the parties desire to provide for certain undertakings,
conditions, representations, warranties and covenants in connection with the
transactions contemplated hereby; and
WHEREAS, the Boards of Directors of RVB, First Federal and CNB have
determined that the Merger, upon the terms and conditions of this Agreement,
will be in the best interests of the parties hereto and their respective
shareholders.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereby agree as follows:
ARTICLE I
Merger
Section 1.01. Surviving Bank. At the Effective Time (as defined in
Section 4.02 hereof), CNB shall be merged with and into First Federal, which
shall be the surviving bank of the Merger and which shall change its name to
"River Valley Financial Bank" at the time of the Merger (the "Surviving Bank").
At the Effective Time, the identity and separate existence of CNB shall cease
and all of the rights, privileges, powers, purchases, properties and assets of
CNB shall be vested in First Federal in accordance with the provisions of
federal law. The home office and branch offices of First Federal in existence
immediately prior to the Effective Time shall continue to be the home office and
branch offices, respectively, of First Federal from and after the Effective
Time, and the home office and branch offices of CNB shall become the branch
offices of First Federal from and after the Effective Time.
Section 1.02. Conversion of CNB Common. Subject to the fulfillment of
the conditions set forth in Article IV at the Effective Time and subject to the
exercise of dissenters' rights as provided in Section 1.09 hereof, (1) each
outstanding share of common stock, $8.00 par value per share, of
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CNB ("CNB Common") held by shareholders of CNB other than RVB or its
subsidiaries ("Minority CNB Common") shall be converted into the right to
receive $30.00 in cash, payable by RVB (the "Merger Consideration"), and (2)
each of the shares of CNB Common held by RVB and its subsidiaries ("Majority CNB
Common") shall be cancelled.
Section 1.03. Charter; By-Laws. The Charter of First Federal as in
effect immediately prior to the Effective Time, shall thereafter be the Charter
of the Surviving Bank until amended in accordance with federal law; provided
that Section 1 of such Charter shall be amended as of the Effective Time to read
as follows:
"Corporate Title. The full corporate title of the association is River
Valley Financial Bank."
The By-Laws of First Federal as in effect immediately prior to the Effective
Time shall be the ByLaws of the Surviving Bank, until amended or repealed.
Section 1.04. Directors and Officers. The officers of First Federal and
of CNB immediately prior to the Effective Time listed on Exhibit A hereto shall
thereafter be the officers of the Surviving Bank, each to serve or hold office
until his successor shall have been duly appointed or elected and qualified in
accordance with the Charter and By-Laws of the Surviving Bank. The directors of
First Federal, immediately prior to the Effective Time, listed on Exhibit B
hereto shall thereafter be the directors of the Surviving Bank, each to serve or
hold office until his successor shall have been duly appointed or elected and
qualified in accordance with the Charter and By-Laws of the Surviving Bank. Upon
the Effective Time, Xxxxxx X. Xxxxxxxx, Van X. Xxxxxxx and Xxxxx X. Storm shall
be elected advisory directors of the Surviving Bank, with annual terms to expire
one year after the Effective Time, and shall each be paid monthly advisory fees
of $125.00.
Section 1.05. Liquidation Account. The Surviving Bank will continue to
maintain the liquidation account or accounts established pursuant to First
Federal's conversion to the stock form of ownership on the same basis as in
effect immediately prior to the Effective Time.
Section 1.06. Deposits. All deposits of First Federal and of CNB shall,
upon the Effective Time, be and remain deposits of the Surviving Bank without
change in their respective terms, interest rates, maturities, minimum required
balances or withdrawal values.
Section 1.07. Exchange of Minority CNB Common.
(a) No later than five (5) business days after the Effective Time of
the Merger, holders of record of certificates formerly representing shares of
Minority CNB Common other than shares as to which the dissenters' rights
contemplated by Section 1.09 hereof are exercised ("Dissenting Shares") (the
"Certificates") shall be instructed to tender such Certificates to First
Federal, as Exchange Agent (the "Exchange Agent"), pursuant to a letter of
transmittal that RVB shall deliver
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or cause to be delivered to such holders. Such letters of transmittal shall
specify that risk of loss and title to Certificates shall pass only upon
delivery of such Certificates to the Exchange Agent.
(b) After the Effective Time of the Merger, each holder of a
Certificate that surrenders such Certificate to the Exchange Agent will, upon
acceptance thereof by RVB or the Exchange Agent, be entitled to receive the
Merger Consideration, which shall be paid promptly (but in no event later than
five business days) after acceptance of such Certificate. RVB or the Exchange
Agent, as the case may be, shall notify such holder of its acceptance or
non-acceptance of such Certificate within five (5) business days of its receipt
of such Certificate. Any notice of non-acceptance shall include a statement of
the reasons therefor.
(c) The Exchange Agent shall accept Certificates upon compliance with
such reasonable terms and conditions as RVB or the Exchange Agent may impose to
effect an orderly exchange thereof in accordance with customary exchange
practices. Certificates shall be appropriately endorsed or accompanied by such
instruments of transfer as RVB or the Exchange Agent may require.
(d) After the Effective Time of the Merger, holders of Certificates for
outstanding shares of Minority CNB Common shall cease to have rights with
respect to the Minority CNB Common previously represented by such Certificates,
and their sole rights shall be to exchange such Certificates for the Merger
Consideration. After the Effective Time of the Merger, there shall be no further
transfer on the records of CNB of Certificates, and if such Certificates are
presented to CNB for transfer, they shall be canceled against delivery of the
Merger Consideration. RVB and the Exchange Agent shall not be obligated to
deliver the Merger Consideration to any holder of Minority CNB Common until such
holder surrenders the Certificates as provided herein. Neither the Exchange
Agent, nor any party to this Agreement, nor any affiliate thereof shall be
liable to any holder of Minority CNB Common represented by any Certificate for
any consideration paid to a public official pursuant to applicable abandoned
property, escheat or similar laws. RVB and the Exchange Agent shall be entitled
to rely upon the stock transfer books of CNB to establish the identity of those
persons entitled to receive consideration specified in this Agreement, which
books shall be conclusive with respect thereto. In the event of a dispute with
respect to ownership of stock represented by any Certificate, RVB and the
Exchange Agent shall be entitled to deposit any consideration in respect thereof
in escrow with an independent third party and thereafter be relieved with
respect to any claims thereto.
Section 1.08. No Conversion of RVB Shares or Majority CNB Common. None
of the issued and outstanding shares of common stock, without par value, of RVB
immediately prior to the Effective Time shall be converted or otherwise affected
by the Merger, and as of the Effective Time, all of such RVB shares shall remain
issued and outstanding shares of common stock of RVB.
Section 1.09. Dissenters' Rights. The parties hereto will comply with
their respective duties under the National Bank Act governing the exercise of
dissenters' rights by holders of CNB Common.
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ARTICLE II
Representations and Warranties
Section 2.01. Representations and Warranties of RVB and First Federal.
RVB and First Federal represent and warrant to CNB the following:
(i) Organization, Authority and Good Standing of RVB and First
Federal. RVB is a corporation duly organized and validly
existing under the laws of the State of Indiana, has all
requisite power and authority (corporate and other) to (i)
enter into this Agreement and to perform the obligations
hereunder and thereunder on its part to be performed and to
(ii) own, operate and lease its properties and conduct its
business as currently conducted. First Federal is a federal
savings bank validly existing under federal law, has all
requisite power and authority (corporate and other) to (i)
enter into this Agreement and to perform the obligations
hereunder and thereunder on its part to be performed and to
(ii) own, operate and lease its properties and conduct its
business as currently conducted.
(ii) Authorization. The execution and delivery of this Agreement,
and the performance by RVB and by First Federal of their
respective obligations hereunder, have been duly and validly
authorized by all necessary corporate actions, except that
RVB, as the sole shareholder of First Federal and as the
majority shareholder of CNB, must vote in favor of the Merger.
This Agreement has been duly executed and delivered by RVB and
First Federal and (assuming due authorization, execution and
delivery by CNB) constitutes a valid, binding and enforceable
obligation of RVB and First Federal, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors
rights generally, and subject, as to enforceability, to
general principles of equity. This Agreement, and the
transactions contemplated hereby, do not require any consent,
approval or authorization of, or declaration, filing or
registration with, any governmental or regulatory authority
except as contemplated by Section 3.01(a) hereof.
(iii) RVB's Financial Statements. Each of the balance sheets
included in RVB's consolidated audited financial statements as
of December 31, 1996, which have been provided to CNB
(including the related notes and schedules) (the "RVB 1996
Financial Statements") fairly presents the financial position
of the entity or entities to which it relates as of its date
and each of the statements of earnings and of stockholders'
equity, and statements of cash flows in the RVB 1996 Financial
Statements fairly presents the results of operation, and
changes in equity capital, as the case may be, of RVB for the
periods set forth therein. The RVB 1996 Financial Statements
were prepared in accordance with generally accepted accounting
principles consistently applied, except as may be noted
therein. Except as set forth
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in the RVB 1996 Financial Statements, RVB does not have any
indebtedness, obligation or liability (contingent or
otherwise) that, either alone or when combined with all
similar obligations or liabilities, would be material to RVB
taken as a whole, and there does not exist a set of
circumstances that, to the knowledge of RVB, could reasonably
be expected to result in any such material indebtedness,
obligation or liability. Since December 31, 1996, there has
not been any material adverse change in the business,
operations, prospects or financial condition of RVB other than
the previously reported charges resulting from the sale by
First Federal of its Hanover, Indiana branch.
Section 2.02. Representations and Warranties of CNB. CNB represents and
warrants to RVB and First Federal the following:
(i) Organization, Authority and Good Standing of CNB. CNB is a
national banking association duly organized and validly
existing under federal law, has all requisite power and
authority (corporate and other) to (i) enter into this
Agreement and to perform the obligations hereunder on its part
to be performed and to (ii) own, operate and lease its
properties and conduct its business as currently conducted.
(ii) Capital Stock. The authorized and issued capital stock of CNB
on the date of this Agreement consists of 200,000 and 177,654
shares of CNB Common, respectively. RVB is the record owner of
173,478 outstanding shares of CNB Common Stock and the
remaining 4,176 shares are owned by 126 shareholders of
record. Each issued and outstanding share of the capital stock
of CNB is duly and validly authorized and issued and is fully
paid and nonassessable and is not subject to any restriction
on transfer under the Articles of Association or By-Laws of
CNB. CNB has not issued or granted nor is it a party to any
outstanding warrants, options, rights, calls or commitments of
any kind relating to, or any presently effective agreements or
understandings with respect to, the capital stock of CNB.
CNB's capital stock is not subject to any preemptive right of
any shareholder.
(iii) Authorization. The execution and delivery of this Agreement,
and the performance by CNB of its obligations hereunder, has
been duly and validly authorized by all necessary corporate
action on its part, except that the Merger must be approved
and adopted by CNB's shareholders, as provided in Section 3.02
hereof. This Agreement has been duly executed and delivered by
CNB and (assuming due authorization, execution and delivery by
First Federal and RVB) constitutes a valid, binding and
enforceable obligation of CNB, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors
rights generally, and subject, as to enforceability, to
general principles of equity. This Agreement, and the
transactions contemplated hereby, do not require any consent,
approval or authorization of, or declaration, filing or
registration with, any governmental or regulatory authority
except as contemplated by Section 3.01(a) hereof.
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(iv) CNB's Financial Statements. Each of the balance sheets
included in CNB's Call Report filed with Office of the
Comptroller of the Currency as of December 31, 1996, which
have been provided to RVB (the "CNB 1996 Financial
Statements") fairly presents the financial position of the
entity to which it relates as of its date, and the results of
operation and changes in equity capital, as the case may be,
of the entity to which it relates for the periods set forth
therein. Except as set forth in the CNB 1996 Financial
Statements, CNB does not have any indebtedness, obligation or
liability (contingent or otherwise) that, either alone or when
combined with all similar obligations or liabilities, would be
material to CNB taken as a whole, and there does not exist a
set of circumstances that, to the knowledge of CNB, could
reasonably be expected to result in any such material
indebtedness, obligation or liability. Since December 31,
1996, there has not been any material adverse change in the
business, operations, prospects or financial condition of CNB.
ARTICLE III
Covenants
Section 3.01. Joint Covenants. Each of RVB, First Federal and CNB
covenants and agrees with the other as follows:
(a) Regulatory Approvals. It shall each use its best efforts,
separately and jointly with the other parties, in good faith to take or cause to
be taken all such steps as shall be necessary or advisable to obtain all
consents and approvals of governmental authorities as are required by law or
otherwise to effect the Merger, including without limitation the prior approval
of the Office of Thrift Supervision (the "OTS") and prior notification to the
Office of the Comptroller of the Currency (the "OCC"), and shall do any and all
acts and things reasonably necessary or advisable in order to cause the Merger
to be consummated on the terms provided in this Agreement as promptly as
practicable; provided, however, that RVB and First Federal shall have no
obligation to accept conditions or restrictions with respect to the aforesaid
approvals of governmental authorities if such conditions or restrictions would
have a material adverse effect on the business, operations, prospects or
financial condition of RVB or First Federal or would be materially burdensome to
RVB or First Federal; provided, further, that RVB or First Federal and CNB agree
to prepare jointly the required application for approval by the OTS; and
provided, further that the Merger shall not be effective unless and until the
Merger receives any necessary approval from the OTS.
(b) Consents. It will use its best efforts to obtain as promptly as
practicable (and in any event prior to the Closing (as hereinafter defined)) all
consents or waivers that may be required under any loan or other agreement or
document to which it or any of its subsidiaries is a party, or by which it or
any of its subsidiaries is bound, and such other consents as are necessary or
advisable in connection with the Merger.
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Section 3.02. Covenants of CNB. CNB will take all steps necessary to
duly call, give notice of, convene and hold a meeting of its shareholders as
soon as practicable for the purpose of obtaining shareholder approval of this
Agreement and the Merger, including, without limitation, the preparation and
distribution of proxy soliciting materials to be mailed to the shareholders of
CNB in connection therewith in accordance with any applicable federal or state
laws relating to the solicitation of proxies for use at such shareholder
meeting. CNB will use its best efforts to cause such shareholder meeting to be
held no later than twenty (20) days from the date the last necessary approval
from the OTS is expected to be received. Such proxy materials will include a
recommendation by the Board of Directors of CNB that the shareholders of CNB
approve this Agreement and Merger.
Section 3.03. Covenants of RVB.
(a) Dissenting Shareholders, Appraisal Rights. To the extent required
by law, RVB will comply with all applicable notification and other provisions of
any applicable regulations or statutes regarding the right of CNB shareholders
to demand payment of the fair or appraised value of Dissenting Shares.
(b) RVB Shareholder Approval. RVB, as sole shareholder of First Federal
and as majority shareholder of CNB, shall vote in favor of the Merger.
(c) Indemnification. For six (6) years following the Effective Time,
RVB shall indemnify, defend and hold harmless the directors of CNB as of the
Effective Time against all losses, expenses (including attorneys' fees), claims,
damages or liabilities arising out of actions or omissions occurring on or prior
to the Effective Time (including, without limitation, the transactions
contemplated by this Agreement), to the full extent permitted for directors of
RVB by RVB's Articles of Incorporation in effect on the date hereof, including
provisions relating to advances of expenses incurred in the defense of any
action or suit.
ARTICLE IV
Conditions Precedent; Closing
Section 4.01. Conditions to RVB's, First Federal's and CNB's
Obligations. The obligations of RVB, First Federal and CNB to consummate the
Merger in accordance with this Agreement are subject to the satisfaction on or
prior to the Closing of each of the following conditions precedent, unless
waived by each of RVB, First Federal and CNB in accordance with Section 6.04
hereof:
(a) Representations, Warranties and Covenants. The representations and
warranties of RVB, First Federal and CNB set forth in Article II hereof shall be
true in all material respects as of the Closing, and RVB, First Federal and CNB
each shall have complied with or performed all of the
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agreements, covenants and obligations hereunder required to be performed by them
as of the Closing.
(b) Shareholders and Director Approvals. The approvals of the Boards of
Directors of RVB, First Federal and CNB and the approvals of CNB's and First
Federal's shareholders specified in Sections 3.02 and 3.03(b) shall have been
obtained.
(c) Regulatory Approval. All regulatory approvals, including the
approval of the OTS, necessary for consummation of the Merger shall have been
obtained and be in force.
(d) Adverse Litigation. No action, suit or proceeding shall have been
instituted or threatened against RVB, First Federal and CNB by or before any
court or governmental agency to restrain or prohibit, or to obtain damages in
respect of, or which is related to or arising out of, this Agreement or the
consummation of the transactions contemplated hereby.
(e) Consents. RVB, First Federal and CNB shall have obtained all
consents referred to in Section 3.01(b) hereof and shall have delivered executed
copies thereof to the other party in form and content reasonably satisfactory to
such other party.
(f) Tax Opinion. RVB, First Federal and CNB shall have received an
opinion of RVB's counsel, Xxxxxx & Xxxxxxxxx, to the effect that if the Merger
is consummated in accordance with terms set forth in this Agreement, the Merger
will constitute a reorganization within the meaning of ss.368(a)(1)(A) of the
Internal Revenue Code of 1986, as amended (the "Code").
(g) RP Financial, LC. CNB will have obtained a current appraisal from
RP Financial, LC., its independent financial advisor, for the Minority CNB
Common indicating that its fair value is equal to $21.50 per share.
Section 4.02. Closing. Subject to the satisfaction of the conditions
precedent specified in Section 4.01 hereof and on the terms set forth herein,
the Closing of the Merger shall take place at the offices of Xxxxxx & Xxxxxxxxx
at 10:00 a.m. local time on the later of the date on which the approvals
specified in Section 4.01(c) have become effective and the date upon which the
shareholder approvals specified in Sections 3.02 and 3.03(b) have been obtained
(or at such other place and on such other date and time as the parties may
agree) (the "Closing"). At the Closing, the parties shall execute appropriate
articles of combination and such other documents as may be deemed necessary or
advisable in the opinion of RVB and CNB to effectuate the Merger. As promptly as
practicable at or after the Closing, the parties shall cause their
representatives to file such articles of combination with the Office of Thrift
Supervision and to take such other actions as may be deemed necessary or
advisable in the opinion of RVB to effectuate the Merger. The parties shall make
every effort to close the Merger on November 22, 1997. The "Effective Time" of
the Merger shall be the time stated in the Articles of Combination to be filed
with the Office of Thrift Supervision with respect to the Merger.
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ARTICLE V
Termination
Section 5.01. Termination. Notwithstanding the adoption and approval of
the Merger by the shareholders of First Federal and CNB, this Agreement may be
terminated:
(a) at any time prior to the Closing, by the mutual consent of the
boards of directors of RVB and CNB;
(b) at any time prior to the Closing, by RVB or CNB if there shall have
been a final judicial determination (as to which all periods for appeal shall
have expired and no appeal shall be pending) that any material provision of this
Agreement is illegal, invalid or unenforceable;
(c) at any time on or after November 30, 1997, by RVB or First Federal
if the Closing shall not then have occurred; or
(d) by RVB or First Federal when it becomes reasonably certain that any
condition precedent to such party's obligations set forth in Article IV hereof
cannot be satisfied on or prior to November 30, 1997;
In the event that either RVB or First Federal elects to effect any termination
pursuant to clauses (b) through (d) above, it shall give written notice to the
other party hereto specifying the basis for such termination.
Section 5.02. Expenses. Except as otherwise provided herein, whether or
not this Agreement terminates under Section 5.01, each party to this Agreement
shall bear its own costs and expenses (including, without limitation, legal and
accounting fees and expenses) of the preparation, negotiation, execution and
consummation of the Agreement and the transactions contemplated hereby.
ARTICLE VI
Other Agreements of the Parties
Section 6.01. Covenants, Etc, To Survive and Bind. All covenants,
agreements, warranties and representations made herein or in any certificates
delivered in connection with the Closing by or on behalf of RVB, First Federal
or CNB shall bind RVB, First Federal and CNB, respectively, and such covenants,
agreements, warranties and representations shall survive the execution and
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delivery of this Agreement or any investigation made by or on behalf of RVB,
First Federal or CNB but shall not survive the Closing.
Section 6.02. Notices. All notices and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
effective only if delivered personally or sent by confirmed telex, telegram or
facsimile transmission, or by certified mail, postage prepaid and return receipt
requested, as follows:
If to RVB or First Federal:
River Valley Bancorp
000 Xxxxxx Xxxxx
X.X. Xxx 000
Xxxxxxx, Xxxxxxx 00000
Copy to:
Xxxxxxx X. Xxxxxx, Esq.
Xxxxxx & Xxxxxxxxx
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
If to CNB:
Citizens National Bank of Madison
000 Xxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxx, Xxxxxxx 00000
Copy to:
Xxxx X. Xxxxxx, Esq.
Eckert, Alcorn, & Xxxxxxx
Xxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
or to such other address as any party to this Agreement shall specify by notice
to the other party or parties, and shall be deemed to have been given upon
receipt.
Section 6.03. Assignment: Binding Effect; Benefits. Neither this
Agreement nor any right, remedy, obligation or liability arising hereunder or
thereunder or by reason hereof or thereof shall be assignable by any party to
this Agreement without the prior written consent of the other party hereto. This
Agreement shall be binding upon and inure to the benefit of the parties to this
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Agreement and their respective successors and permitted assigns. Nothing
expressed or referred to in this Agreement is intended or shall be construed to
give any person other than the parties to this Agreement or their respective
successors or permitted assigns any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision contained herein or
therein, it being the intention of the parties to this Agreement that this
Agreement is for the sole and exclusive benefit of such parties or such
successors and assigns and for the benefit of no other person.
Section 6.04. Waiver; Amendment.
(a) The parties may by an instrument in writing executed in the same
manner as this Agreement: (i) extend the time for the performance of any of the
agreements of the other party under this Agreement; (ii) waive the performance
by the other party of any of the agreements to be performed by it under this
Agreement; or (iii) waive the satisfaction or fulfillment of any condition the
nonsatisfaction or nonfulfillment of which is a condition to the right of the
party so waiving to terminate this Agreement. The waiver by any party hereto of
a breach of any provision of this Agreement shall not operate or be construed as
a waiver of any other or subsequent breach hereunder or thereunder.
(b) This Agreement may be amended, modified or supplemented by the
written agreement of RVB, First Federal and CNB, except that, after this
Agreement is approved by shareholders of CNB, no such amendment, modification,
or supplement shall be made which shall result in an increase or decrease in the
consideration for Minority CNB Common or which shall materially adversely affect
the rights of shareholders of First Federal or CNB, without the approval of the
affected shareholders of First Federal or CNB.
Section 6.05. Counterparts. This Agreement may be executed in one or
more counterparts each of which shall be deemed to constitute an original and
shall become effective when one or more counterparts have been signed by each
party hereto and delivered to the other party.
Section 6.06. Governing Law. Except to the extent governed by federal
law, this Agreement shall be governed by and construed in accordance with the
laws of the State of Indiana without giving effect to conflict of law principles
thereof.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto on the day and year first above written.
RIVER VALLEY BANCORP
By:/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, President and
Chief Executive Officer
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MADISON FIRST FEDERAL SAVINGS
AND LOAN ASSOCIATION
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, President and
Chief Executive Officer
CITIZENS NATIONAL BANK OF MADISON
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
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