Exhibit 2.2
PLAN OF REORGANIZATION AND MERGER AGREEMENT
This Plan of Reorganization and Merger Agreement is dated as of October 9, 1997,
and is entered into by and among Heritage Bank, F.S.B., Great Falls, Montana
("Heritage"), and United Savings Bank, F.A., Great Falls, Montana ("United", and
when jointly referred to with Heritage, the "Merging Banks").
RECITALS
A. Heritage is a federal savings bank duly organized and existing under the laws
of the United States, which will have, immediately prior to the merger,
authorized capital stock of 2,000,000 shares of common stock, $5.00 par value
("Heritage Common Stock"), of which 10,000 shares will be validly issued and
outstanding.
B. United is a federal savings association duly organized and existing under the
laws of the United States, which will have, immediately prior to the merger,
authorized capital stock of 8,000,000 shares of common stock, $1.00 par value
("United Common Stock"), of which 1,223,312 shares are validly issued and
outstanding.
C. United Financial Corp., a Minnesota corporation ("UFC"), is the owner and
registered holder of the United Common Stock, and, upon consummation of the
Restated Agreement and Plan of Merger between UFC and Heritage Bancorporation
dated as of August 25, 1997 (the "UFC Merger Agreement"), will be the owner and
registered holder of the Heritage Common Stock.
D. The Boards of Directors of Heritage and United deem it fair and equitable to,
and in the best interests of, their respective shareholders that United be
merged with into Heritage, with Heritage being the Surviving Bank (as
hereinafter defined), on the terms and conditions herein set forth. Each such
Board of Directors has approved this Plan of Reorganization and Merger Agreement
and has authorized its execution and delivery.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and the mutual
agreements, provisions and covenants herein contained, the parties hereto adopt
and agree to the following agreements, terms and conditions relating to the
merger of United with and into Heritage (hereinafter the "Merger") and the mode
of carrying the same into effect.
ARTICLE I
MERGER
1.1 Merger. On the Effective Date (as hereinafter defined) Heritage and
United (collectively the "Merging Banks") shall be merged under the charter of
Heritage, which will be the surviving corporation (hereinafter called the
"Surviving Bank" whenever reference is made to it as of the Effective Date or
thereafter). The Surviving Bank shall be a federal savings bank with all of the
rights, privileges, immunities, powers and franchises and subject to all duties,
restrictions and liabilities of the federal savings bank organized under the
laws of the United States of America.
1.2 Effect of Merger. All rights, privileges, immunities, powers,
franchises and interests of the Merging Banks in and to every type of property
(real, personal and mixed) and chooses an action shall be transferred to
invested in the Surviving Bank by virtue of the Merger, and without any deed or
other transfer, and the Surviving Bank, without any order or other action on the
part of any court or otherwise, shall hold and enjoy all rights, privileges,
immunities, powers, franchises and interests held or enjoyed by the Merging
Banks on the Effective Date.
The Surviving Bank shall be liable for all liabilities of the Merging
Banks, including, without limitation, all deposits, debts, obligations and
contracts of the Merging Banks, whether matured or unmatured, accrued, absolute,
contingent or otherwise, and whether or not reflected or reserved against
unbalanced sheets, books of account or records of the Merging Banks, none of
which shall be released or impaired by the Merger. All rights of creditors and
other obligees and all liens on property of the Merging Banks shall be preserved
and unimpaired.
1.3 Directors and Officers of Surviving Bank. The directors and officers
of Heritage immediately prior to the Effective Date shall be the sole directors
and officers of the Surviving Bank, and shall continue in office until their
successors are duly elected or otherwise duly selected. The number of directors
of the Surviving Bank shall be five. The names and addresses of those persons
who shall serve as directors of the Surviving Bank and the expiration dates of
their terms are listed on Appendix 1 attached hereto and incorporated herein by
reference.
1.4 Charter. Effective as of the Effective Date, the Charter of the
Surviving Bank shall be the Charter of Heritage.
1.5 Bylaws. The Bylaws of Heritage, as in effect immediately prior to the
Effective Date will, from and after the Effective Date, be and continue to be
the Bylaws of the Surviving Bank until the same are altered, amended or
rescinded as therein provided or as provided in the Charter of the Surviving
Bank.
1.6 Name. The name of the Surviving Bank shall be "Heritage Bank, F.S.B."
1.7 Location of Offices. On the Effective Date, all offices of United
shall be combined into the Surviving Bank. On the Effective Date, the location
of the home office of the Surviving Bank shall be at 120 First Avenue North,
Great Falls MT 59401, and the location of the branch offices of the Surviving
Bank shall be as set forth in Appendix 2 attached hereto and incorporated herein
by reference.
1.8 Accounts. On the Effective Date, all accounts of United, without
reissue, shall be and become accounts of the Surviving Bank without change in
their respective terms, including without limitation, maturity, minimum required
balances, or withdrawal value. Each account of United shall, as of the Effective
Date, be considered, for all purposes thereafter, as if it had been an account
of the Surviving Bank at the time it was opened and at all times thereafter
until such account ceases to be an account of the Surviving Bank.
ARTICLE II
MANNER AND BASIS OF CONVERSION OF SHARES
2.1 Conversion of Common Stock of the United. On the Effective Date, each
share of Common Stock of United validly issued and outstanding immediately prior
to the Effective Date will, by virtue of the Merger and without any action by
the holders thereof, be canceled.
2.2 Conversion of Common Stock of the Heritage. On the Effective Date,
each share of Common Stock of the Heritage validly issued and outstanding
immediately prior to the Closing Date will, by virtue of the Merger and without
any action by the holders thereof, remain outstanding as shares of common stock,
$1.00 par value, of the Surviving Bank.
ARTICLE III
CONDITIONS PRECEDENT
This Agreement is subject to and conditioned upon the following:
3.1 Approval and ratification of this Agreement by the shareholders of
Heritage and United;
3.2 Receipt of all required regulatory approvals and consents, and the
satisfaction of all other requirements as are prescribed by applicable law in
connection with this Agreement, including, without limitation, approval of the
Merger by the Office of Thrift Supervision;
3.3 Consummation of the merger of Heritage Bancorporation and UFC
pursuant to the UFC Merger Agreement; and
3.4 Performance by each party hereto of all its obligations under this
Agreement.
ARTICLE IV
TERMINATION
4.1 Event of Termination. This Plan of Reorganization and Merger
Agreement may be terminated and the Merger abandoned by the mutual consent of
the respective Boards of Directors of Heritage and United at any time prior to
the Effective Date.
4.2 Liability. Upon termination pursuant to this Article IV, this
agreement shall be void and of no further force and effect, and there shall be
no liability by reason of this agreement or the termination hereof on the
parties hereto or their respective directors, officers, employees, agents or
shareholders.
ARTICLE V
MISCELLANEOUS
5.1 Waivers; Amendments. Either of the Merging Banks may, at any time
prior to the Effective Date, by action taken by its Board of Directors or
officers thereunto authorized, waive the performance of any of the obligations
of the other or waive compliance by the other with any of the covenants or
conditions contained in this Plan of Reorganization and Merger Agreement or
agree to the amendment or modification of this Plan of Reorganization and Merger
Agreement by an agreement in writing executed in the same manner as this Plan of
Reorganization and Merger Agreement.
5.2 Captions. The captions in this Plan of Reorganization and Merger
Agreement are for convenience only and will not be considered a part of or
affect the construction or interpretation of any provision of this Plan of
Reorganization and Merger Agreement.
5.3 Governing Law. This Plan of Reorganization and Merger Agreement is to
be construed and interpreted in accordance with the laws of the United States of
America and the State of Minnesota.
5.4 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original, and such executed
counterparts shall together constitute a single document.
5.5 Further Action. If at any time the Surviving Bank shall consider or
be advised that any further assignment or other action is necessary or desirable
to vest, perfect or confirm in the Surviving Bank the title to any property or
rights of the Merging Banks to be acquired by or as a result of this Agreement,
the proper officers and directors of the Merging Bank shall execute and deliver
such deeds, assignments and insurances in law and take such other action as may
be necessary or proper to vest, perfect or confirm title to such property or
right in the Surviving Bank and otherwise carry out the purposes of this
Agreement.
ARTICLE VI
EFFECTIVE DATE
6.1 Effective Date. The Merger shall be effective at the time the
Articles of Combination substantially in the form of Exhibit A hereto are
endorsed by the OTS pursuant to the applicable thrift regulations (the time of
such endorsement, which shall not occur prior to the effective date of the
merger of Heritage Bancorporation into UFC, being the "Effective Date").
IN WITNESS WHEREOF, the signatures of said Merging Banks as of October 9,
1997, each set by its President and attested to by its Cashier, Secretary or
Assistant Secretary, pursuant to authorization of its Board of Directors.
HERITAGE BANK, F.S.B.
GREAT FALLS, MONTANA
By /s/ Kevin P. Clark
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President
Attest:
/s/ Amy E. Ward
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UNITED SAVINGS BANK, F.A.
GREAT FALLS, MONTANA
By /s/ Kevin P. Clark
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President
Attest:
/s/ Amy E. Ward
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