EXHIBIT 2.2
AMENDMENT NO. 1
AMENDMENT, dated as of October 19, 1999, by and between F&M
Bancorp, a Maryland corporation ("Buyer"), and Patapsco Valley Bancshares,
Inc., a Maryland corporation (the "Company"), to the Agreement and Plan of
Merger, dated as of September 7, 1999 (the "Merger Agreement"), by and
between Buyer and the Company. Capitalized terms that are not otherwise
defined herein shall have the meanings set forth in the Merger Agreement.
WHEREAS, Buyer and Seller desire to amend the Merger Agreement
(a) to provide procedures for handling demands by holders of Company Common
Stock for payment of the fair value of Company Common Stock in lieu of the
merger consideration as contemplated by Sections 3-201 to 3-213 of the
Maryland General Corporation Law and (b) in accordance with a request from
the Federal Reserve Bank to obtain a waiver for the Federal Reserve Bank's
approval of the merger under the Bank Holding Company Act and the Federal
Reserve Board's Regulation Y.
NOW, THEREFORE, in consideration of the foregoing and intending
to be legally bound hereby, the parties hereto agree as follows:
2. Section 1.4(a) of the Merger Agreement is hereby amended in its
entirety to read as follows:
(a) At the Effective Time, subject to Section 2.2(e)
hereof, each share of the common stock, par value $0.01 per share, of
the Company (the "Company Common Stock") issued and outstanding
immediately prior to the Effective Time (other than shares of Company
Common Stock held directly or indirectly by Buyer or the Company or
any of their respective Subsidiaries (as defined below) (except for
Trust Account Shares and DPC Shares, as such terms are defined in
Section 1.4(b) hereof) and other than Dissenting Shares (as such term
is defined in Section 1.4(c) hereof)) shall, by virtue of this
Agreement and without any action on the part of the holder thereof,
be converted into and exchangeable for 1.18 shares (the "Exchange
Ratio") of the common stock, par value $5.00 per share, of Buyer
("Buyer Common Stock"). All of the shares of Company Common Stock
converted into Buyer Common Stock pursuant to this Article I shall no
longer be outstanding and shall automatically be cancelled and shall
cease to exist, and each certificate (each a "Certificate")
previously representing any such shares of Company Common Stock shall
thereafter only represent the right to receive (i) the number of
whole shares of Buyer Common Stock and (ii) the cash in lieu of
fractional shares into which the shares of Company Common Stock
represented by such Certificate have been converted pursuant to this
Section 1.4(a) and Section 2.2(e) hereof. Certificates
previously representing shares of Company Common Stock shall be
exchanged for certificates representing whole shares of Buyer Common
Stock and cash in lieu of fractional shares issued in consideration
therefor upon the surrender of such Certificates in accordance with
Section 2.2 hereof, without any interest thereon. If, between the
date of this Agreement and the Effective Time, the outstanding shares
of Buyer Common Stock shall be changed into a different number or
class of shares by reason of any reclassification, recapitalization,
split-up, combination, exchange of shares or readjustment, or a stock
dividend thereon shall be declared with a record date within said
period, the Exchange Ratio shall be adjusted accordingly.
by adding the phrase "and other than Dissenting Shares (as such term is
defined in Section 14.(c) hereof)" immediately after the phrase "(except
for Trust Account Shares and DPC Shares, as such terms are defined in
Section 1.4(b) hereof)".
4. Section 1.4 of the Merger Agreement is hereby amended by adding
the following subsection (c):
(c) Notwithstanding anything in this Agreement to the
contrary, shares of Company Common Stock that have not been voted for
adoption of the Merger and with respect to which appraisal rights
shall have been properly demanded in accordance with Section 3-203 of
the MGCL ("Dissenting Shares") shall not be converted into the right
to receive, or be exchangeable for, Buyer Common Stock or cash in
lieu of fractional shares but, instead, the holders thereof shall be
entitled to payment of the appraised value of such Dissenting Shares
in accordance with the provisions of Section 3-202 of the MGCL;
provided, however, that (i) if any holder of Dissenting Shares
withdraws his demand for appraisal or payment of the fair value of
such shares or (ii) if any holder shall become ineligible for such
payment of the fair value of such shares, such holder or holders (as
the case may be) shall forfeit the right to appraisal of such shares
of Company Common Stock and such holder's Dissenting Shares shall
cease to be Dissenting Shares and shall thereupon be deemed to have
been converted into the right to receive, and to have become
exchangeable for, as of the Effective Time, Buyer Common Stock and/or
cash in lieu of fractional shares, without any interest thereon, as
provided in Section 1.4(a) and Article II hereof. The Company shall
give Buyer (A) prompt notice of any written demands for appraisal or
payment of fair value of any Company Common Stock, withdrawals of
such demands and any other documents or instruments served pursuant
to Section 3-203 of the MGCL received by the Company and (B) the
opportunity to direct all negotiations and proceedings with respect
to demands for appraisal or payment of fair value of shares of
Company Common Stock. The Company shall not make any payment with
respect to any demands for appraisal or payment of fair value without
the prior written consent of Buyer and shall not, except with the prior
written consent of Buyer, settle or offer to settle any such demands.
6. Section 6.1(r) of the Merger Agreement is hereby amended in its
entirety to read as follows:
(r) without at least 24-hour prior written notice to
Buyer, make or purchase, or commit to make or purchase, any loan or
loans, or extend any line of credit, to any borrower and its
affiliates in an aggregate principal amount greater than $1,000,000
or in an amount which, when aggregated with any existing indebtedness
to the Company and its Subsidiaries and lines of credit from the
Company and its Subsidiaries of such borrower and its affiliates,
would exceed $1,000,000. In addition to such notice, the Company
shall furnish to Buyer, promptly upon its substantial completion, the
information package prepared by the Company's (or such Subsidiary's)
loan committee with respect to such proposed loan requests and any
other information that Buyer may reasonably request; or
8. Each of the parties hereto represents to the other that (a) it has
full corporate power and authority to execute and deliver this Amendment
and to consummate the transactions contemplated hereby, (b) the execution
and delivery of this Amendment by such party have been duly and validly
approved by the Board of Directors of such party and no other corporate
proceedings on the part of such party are necessary in connection with such
Amendment and (c) this Amendment has been duly and validly executed and
delivered by such party and constitutes a valid and binding obligation of
such party, enforceable against such party in accordance with its terms.
10. Except as expressly amended by this Amendment, the Merger
Agreement is hereby ratified and confirmed in all respects.
12. This Amendment may be executed in counterparts, all of which
shall be considered one and the same instrument, each being deemed to
constitute an original, and shall be effective when one or more
counterparts have been signed by each party hereto and delivered to the
other party hereto, which delivery may be made by facsimile transmission.
14. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of Maryland, without regard to any
applicable conflicts of law.
16. In the event of any inconsistency between the terms of this
Amendment and the Merger Agreement, this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed, under seal, in counterparts by their duly
authorized officers, all as of the day and year first above written.
F&M BANCORP
By _________________________________
Name: Xxxx X. Xxxxxx
Title: President & Chief Executive
Officer
Attest:
___________________________
Name: Xxxxxx X. Xxxxxx
Title: Secretary
PATAPSCO VALLEY BANCSHARES, INC.
By ___________________________________
Name: Xxxx X. Xxxxxxxxx
Title: President & Chief Executive
Officer
Attest:
_____________________________
Name: Xxxxx X. XxXxx
Title: Secretary
