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Exhibit 2.2
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FIRST AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION
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This Amendment to Agreement and Plan of Reorganization
(the "First Amendment") is made and entered into as of the 27th day
of November, 1995 by and between Magna Group, Inc., a Delaware
corporation ("Magna"), and River Bend Bancshares, Inc., an Illinois
corporation ("River Bend").
WITNESSETH:
WHEREAS, Magna and River Bend entered into that certain
Agreement and Plan of Reorganization dated as of October 11, 1995
(the "Agreement"); and
WHEREAS, the Board of Directors of each of Magna and
River Bend have heretofore approved the merger of River Bend with
and into a wholly owned subsidiary of Magna; and
WHEREAS, each of Magna and River Bend believes that based
upon events subsequent to October 11, 1995, the Agreement should be
amended to change the following: (i) to amend the preamble to the
Agreement; (ii) to substitute "LBC" for "RBAC" throughout the
Agreement; (iii) to amend Section 1.01 to the Agreement; (iv) to
add a new Section 1.02(c)(i) to the Agreement; (v) to add a new
Section 1.02(d) to the Agreement; (vi) to add a new Section 1.04 to
the Agreement; (vii) to add a new Section 2.01 to the Agreement;
(viii) to amend Section 2.03 to the Agreement; (ix) to add a new
Section 8.02(d)(ii) to the Agreement; and (x) to add a new Exhibit
A to the Agreement.
NOW THEREFORE, in consideration of the premises and the
agreements herein contained, and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree that the Agreement is hereby
amended in each of the following respects:
(1) The second paragraph of the preamble is hereby
amended to read as follows:
WHEREAS, the respective Boards of
Directors of Magna and River Bend have
approved the merger of River Bend with and
into Landmark Bancshares Corporation ('LBC'),
a Missouri corporation and wholly owned
subsidiary of Magna (the 'Merger'); and
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(2) The Agreement is amended in its entirety
to substitute "LBC" for "RBAC."
(3) The first and third paragraphs of Section
1.01 are hereby amended to read as follows:
Subject to the terms and conditions of
this Agreement and the Plan of Merger, Magna
and River Bend agree to effect the Merger of
River Bend with and into LBC in accordance
with the Illinois Business Corporation Act of
1983, as amended (the 'Illinois Statute'), and
the General and Business Corporation Law of
Missouri (the 'Missouri Statute'), and the
separate corporate existence of River Bend
shall cease.
Following the Effective Time, LBC shall
be the surviving corporation and shall possess
all of the rights, privileges, immunities and
franchises and shall be liable for all of the
liabilities and obligations of each of the
merging corporations, all as provided in the
Illinois Statute and the Missouri Statute.
(4) Section 1.02(c)(i) is hereby restated in
its entirety to read as follows:
(i) Concurrently with the mailing of the
Proxy Statement (as contemplated by Section
5.02 of this Agreement, including the
Prospectus contained in the Registration
Statement (also as contemplated by Section
5.02 of this Agreement)) to the shareholders
of River Bend, Magna shall cause the Exchange
Agent to mail to each holder of record of
Class I Common Stock and/or Class II Common
Stock a form of election (the "Election Form")
on which such holder shall make the election
as provided for in this Section 1.02. Each
Election Form shall specify the composition of
the proportionate interest in the Stock
Distribution and the Common Cash Distribution
received by that holder (subject to
adjustments as provided for herein), by
specifying what percentage of the value of the
consideration to be received by the holder
shall be the Common Cash Distribution and what
percentage of the value of the consideration
shall be the Stock Distribution. For this
purpose, the Stock Distribution shall be
valued at a price equal to the average, per
share closing price of Magna Common Stock as
reported on the Nasdaq Stock Market for the
five business days preceding the three
business days preceding the Closing Date (the
"Magna Share Value").
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(5) Section 1.02(d) is hereby restated in its
entirety to read as follows:
(d) Adjustments for Post February 29,
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1996 Closing Date. In the event that the
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Closing Date occurs after February 29, 1996,
then the Common Cash Distribution and the
Preferred Cash Distribution shall be adjusted
in the following manner. An amount shall be
added to the Common Cash Distribution (after
such number has been adjusted as provided in
Section 1.02(a)(ii) of this Agreement but
before any adjustment pursuant to this Section
1.02(d)) equal to (A) the product of (i) the
sum of all dividends declared by Magna on a
single share of Magna Common Stock for
stockholders of record for the period
beginning March 1, 1996 and ending the day
prior to the Closing Date times (ii) the number
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of shares of Magna Common Stock comprising the
Stock Distribution (after such number has been
adjusted as provided in Section 1.02(a)(ii) of
this Agreement) less (B) the aggregate amount
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of dividends declared by River Bend on shares
of Class I Common Stock and Class II Common
Stock during such period plus (C) the product
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of (i) the Common Cash Distribution (after
such number has been adjusted as provided in
Section 1.02(a)(ii) of this Agreement but
before any adjustment pursuant to this Section
1.02(d)) times (ii) (1) the Federal funds
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rate, as published in The Wall Street Journal,
Midwest Edition, as such rate varies from time
to time, divided by (2) 365 times (iii) the
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number of days, inclusive, from February 29,
1996 to the day prior to the Closing Date. An
amount shall be added to the Preferred Cash
Distribution equal to the product of (A) the
Preferred Cash Distribution times (B) (i) the
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Federal funds rate, as published in The Wall
Street Journal, Midwest Edition, as such rate
varies from time to time, divided by (ii) 365
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times (C) the number of days, inclusive, from
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February 29, 1996 to the day prior to the
Closing Date.
(6) Section 1.04 is hereby restated in its
entirety to read as follows:
1.04 Closing; Effective Time. The
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closing (the "Closing") of the Merger shall
take place at the offices of Xxxxxxxx &
Xxxxxxxx, St. Louis, Missouri promptly after
the satisfaction or waiver of all conditions
to the Merger on a date to be fixed by Magna
(the "Closing Date") on the last Business Day
(as hereinafter defined ) of a calendar month
in which the last of the following events
occurs: (i) the receipt of the requisite
approval of the Plan of Merger by the
shareholders of River Bend as set forth in
Section 5.02 hereof and (ii) the receipt of
the approvals of the Board of Governors of the
Federal Reserve System (the "Federal Reserve
Board") and the Illinois Commissioner of Banks
and Trust Companies (the "Illinois
Commissioner"), and the expiration of any
waiting period after such approvals required
by law or regulation, or such later date as
may be agreed to by the parties in writing.
At the Closing the parties shall each deliver
to the other such evidence of the satisfaction
of the conditions to the Merger as may
reasonably be
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required (including materials required to be
delivered under Article VIII). Prior to the
Closing Date, LBC and River Bend shall each
execute Articles of Merger with respect to the
Plan of Merger and Magna shall cause such
Articles of Merger to be delivered, on the
Closing Date, for filing with the Office of the
Secretary of State of the State of Missouri and
the Office of the Secretary of State of the
State of Illinois. The Merger shall be
effective on the date and at the time (the
'Effective Time') that each of the Secretary of
State of the State of Illinois and the
Secretary of State of the State of Missouri
issue a Certificate of Merger in accordance
with the provisions of the Illinois Statute and
the Missouri Statute, respectively. For
purposes of this Agreement, 'Business Day'
shall mean any day that both the Office of the
Secretary of State of the State of Illinois and
the Office of the Secretary of State of the
State of Missouri are open for receipt of
official corporate filings.
(7) Section 2.01 is hereby restated in its
entirety to read as follows:
2.01 Organization and Authority. Magna
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(parent company only) is a corporation duly
incorporated, validly existing and in good
standing under the laws of the State of
Delaware and has the corporate power and
authority to own its properties and assets and
to carry on its business as it is now being
conducted. LBC is a corporation duly
incorporated, validly existing and in good
standing under the laws of the State of
Missouri and has the corporate power and
authority to own its properties and assets and
to carry on its business as it is now being
conducted. Magna is qualified to do business
in the States of Missouri and Illinois and is
not required to qualify to do business in any
other state or foreign jurisdiction. LBC is
qualified to do business in the State of
Missouri and is not required to qualify to do
business in any other state or foreign
jurisdiction. Both Magna and LBC are
registered as bank holding companies with the
Federal Reserve Board under the Bank Holding
Company Act of 1956, as amended (the "BHC
Act").
(8) The third paragraph of Section 2.03 is
hereby amended to read as follows:
Other than in connection or in compliance
with the provisions of the Illinois Statute,
the Missouri Statute, the Securities Act of
1933, as amended, and the rules and
regulations thereunder (the "Securities Act"),
the Securities Exchange Act of 1934, as
amended, and the rules and regulations
thereunder (the "Exchange Act"), the
securities or blue sky laws of the various
states and consents, authorizations,
approvals, notices or exemptions required
under the BHC Act and the banking laws of the
State of Illinois, no notice to, filing with,
authorization of, exemption by, or consent or
approval of, any public body or authority is
necessary for the consummation by Magna of the
transactions contemplated by this Agreement.
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(9) Section 8.02(d)(ii) is hereby restated in
its entirety to read as follows:
(ii) LBC is a corporation duly
incorporated, validly existing and in good
standing under the laws of the State of
Missouri, and has full power to own and
operate its businesses and properties and to
carry on its business as presently conducted
by it;
(10) Exhibit A to the Agreement is hereby
replaced by Exhibit A to this First Amendment.
Other than as hereby amended, the Agreement remains in
full force and effect. This First Amendment may be executed in
several counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment as of the day and year first above written.
MAGNA GROUP, INC.
By /s/ G. Xxxxxx Xxxxx
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G. Xxxxxx Xxxxx, Chairman of the Board
RIVER BEND BANCSHARES, INC.
By /s/ Xxxx X. Xxxxxxxx, Xx.
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Xxxx X. Xxxxxxxx, Xx., President
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