AMENDED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
BY AND AMONG
AMBANC CORP.,
AN INDIANA CORPORATION,
FIRST ROBINSON BANCORP,
AN ILLINOIS CORPORATION,
FRB CORP.,
AN INDIANA CORPORATION,
THE FIRST NATIONAL BANK IN ROBINSON,
A NATIONAL BANKING ASSOCIATION,
AND
FARMERS' STATE BANK OF PALESTINE,
AN ILLINOIS STATE-CHARTERED COMMERCIAL BANK
Dated: June 19, 1995
Exhibit 99-B
2
TABLE OF CONTENTS
Page
ARTICLE ONE
TERMS OF THE MERGERS. . . . . . . . . . . . . . . . 7
SECTION 1.01. TERMS OF THE BANK MERGER. . . . 7
SECTION 1.02. EFFECT OF THE BANK MERGER . . . 8
SECTION 1.03. CONVERSION AND EXCHANGE OF
SHARES: THE BANK MERGER. . . . . . . . . 10
SECTION 1.04. TERMS OF THE HOLDING COMPANY
MERGER. . . . . . . . . . . . . . . . . . 10
SECTION 1.05. EFFECT OF THE HOLDING COMPANY
MERGER. . . . . . . . . . . . . . . . . . 10
SECTION 1.06. CONVERSION AND EXCHANGE OF
SHARES: THE HOLDING COMPANY MERGER . . . 11
ARTICLE TWO
REPRESENTATIONS OF ROBINSON . . . . . . . . . . . . 11
SECTION 2.01. ORGANIZATION AND CAPITAL
STOCK . . . . . . . . . . . . . . . . . . 12
SECTION 2.02. AUTHORIZATION; NO DEFAULTS. . . 13
SECTION 2.03. SUBSIDIARY. . . . . . . . . . . 14
SECTION 2.04. FINANCIAL INFORMATION . . . . . 15
SECTION 2.05. ABSENCE OF CHANGES. . . . . . . 16
SECTION 2.06. AGREEMENTS WITH BANKING
AUTHORITIES . . . . . . . . . . . . . . . 16
SECTION 2.07. TAX MATTERS . . . . . . . . . . 17
SECTION 2.08. LITIGATION. . . . . . . . . . . 17
SECTION 2.09. EMPLOYMENT AGREEMENTS . . . . . 18
SECTION 2.10. REPORTS . . . . . . . . . . . . 18
SECTION 2.11. INVESTMENT PORTFOLIO. . . . . . 19
SECTION 2.12. LOAN PORTFOLIO. . . . . . . . . 20
SECTION 2.13. EMPLOYEE MATTERS AND ERISA. . . 21
SECTION 2.14. TITLE TO PROPERTIES;
INSURANCE . . . . . . . . . . . . . . . . 23
SECTION 2.15. ENVIRONMENTAL MATTERS . . . . . 24
SECTION 2.16. COMPLIANCE WITH AMERICANS WITH
DISABILITIES ACT. . . . . . . . . . . . . 26
SECTION 2.17. COMPLIANCE WITH LAW . . . . . . 26
SECTION 2.18. BROKERAGE . . . . . . . . . . . 26
SECTION 2.19. MATERIAL CONTRACTS. . . . . . . 27
SECTION 2.20. STATEMENTS TRUE AND CORRECT . . 28
SECTION 2.21. ROBINSON'S KNOWLEDGE. . . . . . 28
ARTICLE THREE
REPRESENTATIONS OF AMBANC . . . . . . . . . . . . . 29
SECTION 3.01. ORGANIZATION AND CAPITAL
STOCK . . . . . . . . . . . . . . . . . . 29
SECTION 3.02. AUTHORIZATION . . . . . . . . . 30
SECTION 3.03. SUBSIDIARIES. . . . . . . . . . 32
SECTION 3.04. FINANCIAL INFORMATION . . . . . 32
3
SECTION 3.05. ABSENCE OF CHANGES. . . . . . . 33
SECTION 3.06. REPORTS . . . . . . . . . . . . 34
SECTION 3.07. LITIGATION. . . . . . . . . . . 34
SECTION 3.08. AGREEMENTS WITH BANKING
AUTHORITIES . . . . . . . . . . . . . . . 35
SECTION 3.09. TITLE TO PROPERTIES;
INSURANCE . . . . . . . . . . . . . . . . 35
SECTION 3.10. ENVIRONMENTAL MATTERS . . . . . 37
SECTION 3.11. COMPLIANCE WITH LAW . . . . . . 38
SECTION 3.12. TAX/ERISA MATTERS . . . . . . . 38
SECTION 3.13. STATEMENTS TRUE AND CORRECT . . 39
ARTICLE FOUR
AGREEMENTS OF ROBINSON. . . . . . . . . . . . . . . 40
SECTION 4.01. CONDUCT OF BUSINESS . . . . . . 40
SECTION 4.02. BREACHES. . . . . . . . . . . . 46
SECTION 4.03. SUBMISSION TO SHAREHOLDERS. . . 46
SECTION 4.04. CONSUMMATION OF AGREEMENT . . . 47
SECTION 4.05. ENVIRONMENTAL REPORTS . . . . . 48
SECTION 4.06. RESTRICTION ON RESALES. . . . . 49
SECTION 4.07. ACCESS TO INFORMATION . . . . . 50
ARTICLE FIVE
AGREEMENTS OF AMBANC. . . . . . . . . . . . . . . . 52
SECTION 5.01. REGULATORY APPROVALS AND
REGISTRATION STATEMENT. . . . . . . . . . 52
SECTION 5.02. BREACHES. . . . . . . . . . . . 53
SECTION 5.03. CONSUMMATION OF AGREEMENT . . . 54
SECTION 5.04. ACCESS TO INFORMATION . . . . . 54
SECTION 5.05. SEPARATE ENTITY . . . . . . . . 55
SECTION 5.06. DIRECTOR AND OFFICER
INSURANCE . . . . . . . . . . . . . . . . 56
SECTION 5.07. EMPLOYEE BENEFITS . . . . . . . 56
SECTION 5.08. FURTHER MATTERS . . . . . . . . 57
ARTICLE SIX
CONDITIONS PRECEDENT TO THE HOLDING COMPANY MERGER. 58
SECTION 6.01. CONDITIONS OF AMBANC'S
OBLIGATIONS . . . . . . . . . . . . . . . 58
SECTION 6.02. CONDITIONS OF ROBINSON'S
OBLIGATION. . . . . . . . . . . . . . . . 61
ARTICLE SEVEN
TERMINATION OR ABANDONMENT. . . . . . . . . . . . . 64
SECTION 7.01. MUTUAL AGREEMENT. . . . . . . . 64
SECTION 7.02. BREACH OF REPRESENTATIONS OR
AGREEMENTS. . . . . . . . . . . . . . . . 64
SECTION 7.03. ENVIRONMENTAL REPORTS . . . . . 65
SECTION 7.04. FAILURE OF CONDITIONS . . . . . 65
SECTION 7.05. APPROVAL DENIED . . . . . . . . 65
SECTION 7.06. SHAREHOLDER APPROVAL DENIAL . . 66
SECTION 7.07. LAPSE OF TIME . . . . . . . . . 66
SECTION 7.08. PRICE OF AMBANC STOCK . . . . . 66
4
ARTICLE EIGHT
THE CLOSING OF THE BANK MERGER AND HOLDING COMPANY
MERGER. . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 8.01. THE CLOSING . . . . . . . . . . 67
SECTION 8.02. THE CLOSING DATE. . . . . . . . 68
SECTION 8.03. ACTIONS AT CLOSING. . . . . . . 68
ARTICLE NINE
GENERAL PROVISIONS. . . . . . . . . . . . . . . . . 71
SECTION 9.01. CONFIDENTIAL INFORMATION. . . . 71
SECTION 9.02. RETURN OF DOCUMENTS . . . . . . 72
SECTION 9.03. LIABILITIES . . . . . . . . . . 72
SECTION 9.04. NOTICES . . . . . . . . . . . . 73
SECTION 9.05. NONSURVIVAL OF REPRESENTATIONS
AND AGREEMENTS. . . . . . . . . . . . . . 74
SECTION 9.06. ENTIRE AGREEMENT. . . . . . . . 75
SECTION 9.07. HEADINGS AND CAPTIONS . . . . . 75
SECTION 9.08. WAIVER, AMENDMENT OR
MODIFICATION. . . . . . . . . . . . . . . 75
SECTION 9.09. RULES OF CONSTRUCTION . . . . . 75
SECTION 9.10. COUNTERPARTS. . . . . . . . . . 76
SECTION 9.11. SUCCESSORS AND ASSIGNS. . . . . 76
SECTION 9.12. GOVERNING LAW; ASSIGNMENT . . . 76
APPENDICES
Appendix A (Merger Agreement)
EXHIBITS
Exhibit 8.07(a)(v) (Robinson Counsel Legal
Opinion)
Exhibit 8.07(b)(vi) (AMBANC Counsel Legal Opinion)
5
AMENDED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
THIS AMENDED AGREEMENT OF MERGER AND PLAN OF
REORGANIZATION (this "Agreement"), made June 19, 1995
by and among AMBANC CORP., an Indiana corporation
("AMBANC"), FIRST ROBINSON BANCORP., an Illinois
corporation ("Robinson"), FRB CORP., an Indiana
corporation, THE FIRST NATIONAL BANK IN ROBINSON, a
national banking organization ("First National"), and
FARMERS' STATE BANK OF PALESTINE, an Illinois state-
chartered commercial bank ("Farmers'):
WITNESSETH:
WHEREAS, AMBANC is a corporation duly organized
and existing under the laws of the State of Indiana and
a registered bank holding company under the Bank
Holding Company Act of 1956, as amended, holding one
hundred percent of the issued and outstanding shares of
common stock of both Farmers' and FRB Corp., with its
principal place of business in Vincennes, Indiana; and
WHEREAS, Robinson is a corporation duly organized
and existing under the laws of the State of Illinois
and a registered bank holding company under the Bank
Holding Company Act of 1956, as amended, holding one
hundred percent of the issued and outstanding shares of
common stock of First National, with its principal
place of business in Robinson, Illinois; and
6
WHEREAS, FRB Corp. is a corporation duly organized
and existing under the laws of the State of Indiana as
a wholly-owned subsidiary of AMBANC, organized for the
sole purpose of facilitating the transactions
contemplated by this Agreement; and
WHEREAS, First National is a national banking
association duly organized and existing under the laws
of the United States of America with its principal
banking office located in Robinson, Illinois; and
WHEREAS, Farmers' is a banking institution duly
organized and existing under the laws of the State of
Illinois with its principal banking office in
Palestine, Illinois; and
WHEREAS, on October 12, 1994, AMBANC and Robinson
entered into an Agreement and Plan of Merger providing
for the merger of Robinson with and into FRB Corp.; and
WHEREAS, it is the desire of AMBANC, Robinson, FRB
Corp., First National, and Farmers' to modify the
above-described transaction to effect a transaction
whereby Farmers' will be merged with and into First
National and immediately thereafter Robinson will be
merged with and into FRB Corp.; and
7
WHEREAS, a majority of all of the entire Boards of
Directors of AMBANC, Robinson, FRB Corp., First
National and Farmers', respectively, have approved this
Agreement and authorized its execution;
NOW, THEREFORE, in consideration of the premises
and the mutual terms and provisions set forth in this
Agreement, the parties agree as follows:
ARTICLE ONE
TERMS OF THE MERGERS
SECTION 1.01. TERMS OF THE BANK MERGER. Subject
to the terms and provisions of this Agreement and the
National Bank Act, Farmers' shall be merged,
immediately prior to the Holding Company Merger (as
defined below), with and into First National. First
National shall be the "Continuing Bank" and shall
continue its corporate existence under the laws of the
United States of America, pursuant to the provisions of
the National Bank Act and particularly Section 215a of
Title 12 of the United States Code, as amended, and
under the Illinois Banking Act and in particular
Section 20, Article 5 of Chapter 205 of the Illinois
Code, as amended (hereinafter such merger shall be
referred to as the "Bank Merger").
8
SECTION 1.02. EFFECT OF THE BANK MERGER.
(a) GENERAL DESCRIPTION. Upon the effectiveness
of the Bank Merger, the separate existence of Farmers'
shall cease and the Continuing Bank shall possess all
of the rights, privileges, immunities, powers and
franchises and shall be subject to all of the duties
and liabilities of a bank organized and existing under
the laws of the United States of America and shall be a
wholly owned subsidiary of AMBANC.
(b) NAME AND OFFICES. The name of the Continuing
Bank shall be "The First National Bank in Robinson."
Its principal banking office shall be located at 300
West Main Street, Robinson, Illinois 62454. All
branches of First National and Farmers' shall become
legally established branches of the Continuing Bank.
(c) BOARD OF DIRECTORS. The Board of the
Directors of the Continuing Bank shall consist of the
same individuals that served as the Board of Directors
of First National immediately prior to the Effective
Date of the Bank Merger, until such time as their
successors have been elected and have been qualified;
provided, that, after the effective time of the Bank
Merger, the Board of Directors of First National
intends to add additional directors to the Board, at
its discretion, from those persons currently serving as
directors of Farmers' State Bank of Palestine.
9
(d) STRUCTURE. The amount of capital stock of
the Continuing Bank shall not be less than $600,000
divided into 60,000 common shares of stock, $10.00 par
value per share. The surplus of the Continuing Bank
shall be not less than $2,200,000, and the undivided
profits of the Continuing Bank shall not be less than
$6,961,000.
(e) ARTICLES OF ASSOCIATION AND BYLAWS. The
Articles of Association and Bylaws of First National in
effect immediately prior to the effectiveness of the
Bank Merger shall be and remain the Articles of
Association and Bylaws of the Continuing Bank, until
the same shall be amended or replaced as therein
provided.
(f) ASSETS, LIABILITIES, AND OBLIGATIONS. All
assets and all rights, franchises and interests of
First National and Farmers', respectively, in and to
every type of property, all debts due on whatever
account and all chooses in action shall be taken and be
deemed transferred to and vest in the Continuing Bank
by virtue of the Bank Merger without any order or other
action on the part of any court or otherwise, and the
Continuing Bank shall be responsible for all
liabilities and obligations of First National and
Farmers', respectively, by virtue of the Bank Merger,
all with the effect provided in 12 U.S.C. Section 215a.
10
SECTION 1.03. CONVERSION AND EXCHANGE OF SHARES:
THE BANK MERGER. AMBANC shall be allocated all the
issued and outstanding common stock of the Continuing
Bank, with the effect that the Bank Merger will not
change the shares of issued and outstanding stock of
First National.
SECTION 1.04. TERMS OF THE HOLDING COMPANY
MERGER. Subject to the terms and conditions of this
Agreement and the Merger Agreement attached hereto as
Appendix A (the "Merger Agreement"), and the Illinois
Business Corporation Act of 1993 and the Indiana
Business Corporation Law (referred to herein
collectively as the "Acts"), Robinson shall merge,
immediately subsequent to the Bank Merger, with and
into, FRB Corp., which shall be the "Continuing
Company" and shall continue its corporate existence
under the laws of the State of Indiana pursuant to the
provisions of and with the effect provided in the Acts
(hereinafter such merger is referred to as the "Holding
Company Merger") (the Bank merger and the Holding
Company Merger shall hereafter collectively be referred
to as the "Mergers").
SECTION 1.05. EFFECT OF THE HOLDING COMPANY
MERGER. At the Effective Time (as defined in the
Merger Agreement) of the Holding Company Merger, the
separate existence of Robinson shall cease, and the
11
Continuing Company shall possess of the rights,
privileges, immunities, powers and franchises, and
shall be subject to all of the duties and liabilities
of a corporation organized and existing under the laws
of the State of Indiana and shall be a wholly-owned
subsidiary of AMBANC.
SECTION 1.06. CONVERSION AND EXCHANGE OF SHARES:
THE HOLDING COMPANY MERGER. At the Effective Time of
the Holding Company Merger, each share of common stock,
no par value, of Robinson (the "Robinson Common Stock")
issued and outstanding immediately prior to the
Effective Time, other than the shares the holders of
which have duly exercised and perfected their
dissenters' rights, by virtue of the Holding Company
Merger and without any action on the part of the
holders thereof, shall be converted into the rights to
receive that number of shares of AMBANC Common Stock,
$10 par value per share (the "AMBANC Common Stock"), as
set forth in the Merger Agreement and subject to all
terms and provisions therein.
ARTICLE TWO
REPRESENTATIONS OF ROBINSON
Robinson hereby makes the following
representations and warranties:
12
SECTION 2.01. ORGANIZATION AND CAPITAL STOCK.
(a) Robinson is a corporation duly incorporated
and in good standing under the laws of the State of
Illinois, is a registered bank holding company under
the Bank Holding Company Act of 1956, as amended, and
has the corporate power and authority to own all of its
property and assets, to incur all of its liabilities
and to carry on its business as now being conducted.
(b) Robinson has authorized capital stock of
240,000 shares of common stock, no par value per share
("Robinson Common"), 119,200 shares of which are issued
and outstanding and 800 shares of which are held by
Robinson as treasury stock. All of the issued and
outstanding shares of Robinson Common are duly and
validly issued and outstanding, fully paid and non-
assessable. None of the outstanding shares of Robinson
Common has been issued in violation of any preemptive
rights of the current or past shareholders of Robinson
or in violation of any applicable federal or state
securities laws or regulations.
(c) Except as set forth in subsection 2.01(b)
there are no shares of capital stock or other equity
securities of Robinson outstanding and no outstanding
options, warrants, rights to subscribe for, calls, or
commitments of any character whatsoever relating to, or
securities or rights convertible into or exchangeable
13
for, shares of the capital stock of Robinson or
contracts, commitments, understandings or arrangements
by which Robinson is or may be obligated to issue
additional shares of its capital stock or options,
warrants or rights to purchase or acquire any
additional shares of its capital stock.
SECTION 2.02. AUTHORIZATION; NO DEFAULTS. The
Boards of Directors of Robinson and First National has
each, by all appropriate action, approved this
Agreement and the Mergers and has authorized the
execution of this Agreement on its behalf by its duly
authorized officers and the performance, respectively,
by Robinson and First National of its obligations
hereunder. Nothing in the Articles of Incorporation or
Bylaws of Robinson, as amended, in the Charter or
Bylaws of First National, or in any agreement,
instrument, decree, proceeding, law or regulation
(except as specifically referred to in or contemplated
by this Agreement) by or to which Robinson or First
National is bound or subject, would prohibit either
Robinson or First National from entering into and
consummating, or would be violated or breached by
Robinson's or First National's consummation of, this
Agreement and the transactions contemplated herein and
the Mergers on the terms and conditions herein
contained. This Agreement has been duly and validly
14
executed and delivered by Robinson and First National
and constitutes a legal, valid and binding obligation
of Robinson and First National, enforceable against
Robinson and First National in accordance with its
terms, and, except for the approval by Robinson, as the
sole shareholder of First National, and Robinson's
shareholders, no other corporate acts or proceedings
are required to be taken by Robinson or First National
to authorize the execution, delivery and performance of
this Agreement. Robinson or First National is not, and
will not be by reason of the consummation of the
transactions contemplated herein, in material default
under or in material violation of any provision of, nor
will the consummation of the transactions contemplated
herein afford any party a right to accelerate any
indebtedness under, Robinson's Articles of
Incorporation or Bylaws or First National's Charter or
Bylaws, any material promissory note, indenture or
other evidence of indebtedness or security therefor, or
any material lease, contract, or other commitment or
agreement to which Robinson or First National is a
party or by which Robinson or First National or their
property is bound.
SECTION 2.03. SUBSIDIARY. First National is duly
organized and validly existing under the laws of the
United States and has the corporate power to own its
15
properties and assets, to incur its liabilities and to
carry on its business as now being conducted.
Robinson owns of record and beneficially free and clear
of all liens and encumbrances all of the 60,000
outstanding shares of the capital stock of First
National.
SECTION 2.04. FINANCIAL INFORMATION. The audited
consolidated balance sheets of Robinson and First
National as of December 31, 1994, and 1993, and the
related audited consolidated statements of income,
changes in equity capital, and cash flows, for the
three years ended December 31, 1994, together with the
notes thereto; and the quarterly Reports of Condition
and Income of First National as filed with the
Comptroller of the Currency (the "OCC") for the quarter
ended March 31, 1995, (the "First National Reports");
all of which have been previously furnished by Robinson
to AMBANC (collectively the "Robinson Financial
Statements"), together with all subsequent financial
statements filed with the OCC prior to the Effective
Date, shall have been prepared in accordance with
generally accepted accounting principles applied on a
consistent basis (except as disclosed therein and
except for regulatory reporting differences required
with respect to First National's Reports) and fairly
present the consolidated financial position and the
16
consolidated results of operations, changes in
shareholders' equity and cash flows of Robinson and
First National in all material respects as of the dates
and for the periods indicated (subject, in the case of
interim financial statements, to normal recurring year-
end adjustments, none of which are material). Robinson
and First National each does not have any material
liability, fixed or contingent, except to the extent
set forth in the Robinson Financial Statements or
incurred in the ordinary course of business since the
date of the most recent Robinson Financial Statement.
SECTION 2.05. ABSENCE OF CHANGES. Since June 30,
1994, there has not been any material adverse change in
the financial condition, the results of operations, or
the business of Robinson or First National taken as a
whole.
SECTION 2.06. AGREEMENTS WITH BANKING
AUTHORITIES. Except as otherwise disclosed in Section
2.06 of a confidential writing delivered by Robinson to
AMBANC and executed by Robinson and AMBANC concurrently
with the execution and delivery of this Agreement (the
"Disclosure Schedule"), neither Robinson nor First
National is subject to any order (other than orders
applicable to banks generally) or is a party to any
agreement or memorandum of understanding with any
federal or state agency charged with the supervision or
17
regulation of banks or bank holding companies,
including without limitation the OCC, the Federal
Deposit Insurance Corporation ("FDIC"), and the Board
of Governors of the Federal Reserve System and its
delegates (the "FRB").
SECTION 2.07. TAX MATTERS. Robinson and First
National have filed all federal, state and local tax
returns due in respect of its business and properties
in a timely fashion and have paid or made provision for
all amounts shown due on such returns. All such
returns fairly reflect the information required to be
presented therein in all material respects. All
provisions for accrued but unpaid taxes contained in
the Robinson Financial Statements were made in
accordance with generally accepted accounting
principles. Except as set forth in Section 2.07 of the
Disclosure Schedule, Robinson and First National have
filed all forms and reports required to be filed with
respect to its pension plan or plans in a timely
fashion, and all such forms and reports fairly reflect
the information required to be presented therein in all
material respects.
SECTION 2.08. LITIGATION. Except as set forth in
Section 2.08 of the Disclosure Schedule, there is no
material litigation, claim or other proceeding pending
or, to the knowledge of Robinson, threatened, before
18
any judicial, administrative or regulatory agency or
tribunal against Robinson or First National, or to
which any of the properties of Robinson or First
National is subject.
SECTION 2.09. EMPLOYMENT AGREEMENTS. Except as
set forth in Section 2.09 of the Disclosure Schedule,
neither Robinson nor First National is a party to or
bound by any material written contract for the
employment, retention or engagement of any officer,
employee, agent, consultant or other person or entity
which, by its terms, is not terminable by Robinson or
First National on thirty (30) days' written notice or
less without the payment of any amount by reason of
such termination.
SECTION 2.10. REPORTS. Since January 1, 1994,
Robinson and First National have filed all reports,
notices and other statements, together with any
amendments required to be made with respect thereto, if
any, that they were required to file with (i) the
Securities and Exchange Commission ("SEC"), (ii) the
FRB, (iii) the FDIC, (iv) the OCC, and (v) any other
governmental authority with jurisdiction over Robinson
or First National. Except as set forth in Section 2.10
of the Disclosure Schedule, as of their respective
dates, each of such reports and documents, including
the financial statements, exhibits and schedules
19
thereto, complied in all material respects with the
relevant statutes, rules and regulations enforced or
promulgated by the regulatory authority with which they
were filed.
SECTION 2.11. INVESTMENT PORTFOLIO. All United
States Treasury securities, obligations of other United
States Government agencies and corporations,
obligations of States of the United States and their
political subdivisions, and other investment securities
classified as "held to maturity" held by Robinson and
First National, as reflected in the latest balance
sheet in the Robinson Financial Statements, are carried
in the aggregate at no more than cost adjusted for
amortization of premiums and accretion of discounts.
All United States Treasury securities, obligations of
other United States Government agencies and
corporations, obligations of States of the United
States and their political subdivisions, and other
investment securities classified as "available for
sale" held by Robinson and First National, as reflected
in the latest balance sheet in the Robinson Financial
Statements, are carried in the aggregate at market
value. Provisions for losses have been made on all
such securities which have had a decline in value
deemed "other than temporary" as defined in SEC Staff
Accounting Bulletin No. 59.
20
SECTION 2.12. LOAN PORTFOLIO. All loans and
discounts shown in the Robinson Financial Statements at
December 31, 1994, or which were entered into after
December 31, 1994, but before the Closing Date, were
and will be made in all material respects for good,
valuable and adequate consideration in the ordinary
course of the business of Robinson and First National,
in accordance in all material respects with sound
banking practices, and are not subject to any material
defenses, set offs or counterclaims, including without
limitation any such as are afforded by usury or truth
in lending laws, except as may be provided by
bankruptcy, insolvency or similar laws or by general
principles of equity. Except as set forth in Section
2.12 of the Disclosure Schedule, the notes or other
evidences of indebtedness evidencing such loans and all
forms of pledges, mortgages and other collateral
documents and security agreements are and will be, in
all material respects, enforceable, valid, true and
genuine and what they purport to be. Robinson and
First National have complied, and will prior to the
Closing Date comply, with all laws and regulations
relating to such loans, or to the extent there has not
been such compliance, such failure to comply will not
materially interfere with the collection of any such
loan. Except as set forth in Section 2.12 of the
Disclosure Schedule, Robinson and First National have
not sold, purchased or entered into any loan
21
participation arrangement except where such
participation is on a pro rata basis according to the
respective contributions of the participants to such
loan amount. Except as set forth in Section 2.12 of
the Disclosure Schedule, Robinson has no knowledge that
any condition of property in which First National has
an interest as collateral to secure a loan violates the
Environmental Laws (defined in Section 2.15) in any
material respect or obligates First National or the
owner or operator of such property to remedy,
stabilize, neutralize or otherwise alter the
environmental condition of such property.
SECTION 2.13. EMPLOYEE MATTERS AND ERISA.
(a) Neither Robinson nor First National has
entered into any collective bargaining agreement with
any labor organizations with respect to any group of
employees of Robinson or First National, and to the
knowledge of Robinson there is no present effort nor
existing proposal to attempt to unionize any group of
employees of Robinson or First National.
(b) Except as set forth in Section 2.13 of the
Disclosure Schedule, (i) Robinson and First National
are and have been in material compliance with all
applicable laws respecting employment and employment
practices, terms and conditions of employment and wages
and hours, including, without limitation, any such laws
respecting employment discrimination and occupational
safety and health requirements, and neither Robinson
22
nor First National is engaged in any unfair labor
practice; (ii) there is no unfair labor practice
complaint against Robinson or First National pending
or, to the knowledge of Robinson, threatened before the
National Labor Relations Board; (iii) there is no labor
dispute, strike, slowdown or stoppage actually pending
or, to the knowledge of Robinson, threatened against or
directly affecting Robinson or First National; and (iv)
neither Robinson nor First National has experienced any
material work stoppage or other material labor
difficulty during the past five years.
(c) Except as set forth in Section 2.13 of the
Disclosure Schedule, neither Robinson nor First
National maintains, nor has either ever maintained,
any qualified pension plans as defined in Section 3(2)
of the Employee Retirement Income Security Act of 1974,
as amended. Except with respect to those employee
benefit plans described in Section 2.13 of the
Disclosure Schedule, neither Robinson nor First
National maintains, contributes to or participates in
or has any liability under any nonqualified employee
benefit plans or any deferred compensation, bonus,
stock or incentive plans, or other employee benefit or
fringe benefit programs for the benefit of former or
current employees or Directors of Robinson or First
National (the "Employee Plans"). Except as described
23
in Section 2.13 of the Disclosure Schedule, neither
Robinson nor First National maintains, contributes to,
or participates in or has any liability under any plan
that provides health, major medical, disability or life
insurance benefits to former employees of Robinson or
First National.
SECTION 2.14. TITLE TO PROPERTIES; INSURANCE.
Except as described in Section 2.14 of the Disclosure
Schedule, Robinson and First National have marketable
title, insurable at standard rates, free and clear of
all liens, charges and encumbrances (except taxes which
are a lien but not yet payable and liens, charges or
encumbrances reflected in the Robinson Financial
Statements and easements, rights-of-way, and other
restrictions which are not material and, in the case of
Other Real Estate Owned, as such real estate is
internally classified on the books of Robinson or First
National, rights of redemption under applicable law) to
all real properties reflected on the Robinson Financial
Statements as being owned by Robinson or First
National. All material leasehold interests used by
Robinson and First National in their banking operations
are held pursuant to lease agreements that are valid
and enforceable in accordance with their terms. All
such properties comply in all material respects with
all applicable private agreements, zoning requirements
24
and other governmental laws and regulations relating
thereto and there are no condemnation proceedings
pending or, to the knowledge of Robinson, threatened
with respect to such properties. Robinson and First
National have valid title or other ownership rights
under licenses to all material intangible personal or
intellectual property used by Robinson or First
National in their respective businesses free and clear
of any claim, defense or right of any other person or
entity which is material to such property, subject only
to rights of the licensor pursuant to applicable
license agreements, which rights do not materially
adversely interfere with the use or enjoyment of such
property. All insurable properties owned or held by
Robinson and First National are insured in such
amounts, and against fire and other risks insured
against by extended coverage and public liability
insurance, as is customary with companies of the same
size and in the same business.
SECTION 2.15. ENVIRONMENTAL MATTERS.
(a) As used in this Agreement, "Environmental
Laws" means all local, state and federal environmental,
health and safety laws and regulations in all
jurisdictions in which the parties hereto have done
business or owned property, including, without
limitation, the Federal Resource Conservation and
25
Recovery Act, the Federal Comprehensive Environmental
Response, Compensation and Liability Act, the Federal
Clean Water Act, the Federal Clean Air Act, and the
Federal Occupational Safety and Health Act.
(b) Except as set forth in Section 2.15 of the
Disclosure Schedule, neither the conduct nor operation
of Robinson or First National nor any condition of any
property owned by Robinson or First National within the
past ten (10) years and used in its business
operations, or to the knowledge of Robinson, the
condition of any property owned by Robinson or First
National within the past ten (10) years but not used in
its business operations, violates or violated
Environmental Laws in any material respect, and no
condition or event has occurred with respect to it or
any such property that, with notice or the passage of
time, or both, would constitute a material violation of
Environmental Laws or obligate Robinson or First
National to remedy, stabilize, neutralize or otherwise
alter the environmental condition of any such property.
Except as set forth in Section 2.15 of the Disclosure
Schedule, neither Robinson nor First National has
received any notice from any person or entity that
Robinson or First National or the operation of any
facilities or any property owned by Robinson or First
National is or was in violation of any Environmental
26
Laws or that Robinson or First National is responsible
for the cleanup of any pollutants, contaminants, or
hazardous or toxic wastes, substances or materials at,
on or beneath any such property.
SECTION 2.16. COMPLIANCE WITH AMERICANS WITH
DISABILITIES ACT. Except as set forth in Section 2.16
of the Disclosure Schedule, Robinson and First National
are in compliance with all applicable provisions of the
Americans with Disabilities Act (the "ADA") and no
action under the ADA against Robinson or First National
or any of their properties has been initiated, or to
the knowledge of Robinson, has been threatened or
contemplated.
SECTION 2.17. COMPLIANCE WITH LAW. Robinson and
First National have all material licenses, franchises,
permits and other governmental authorizations that are
legally required to enable them to conduct their
respective businesses as presently conducted and are in
compliance in all material respects with all applicable
laws and regulations.
SECTION 2.18. BROKERAGE. Except for a fee
payable to Kemper Securities, Inc. in connection with
the issuance of a fairness opinion, there are no
existing claims or agreements for brokerage
commissions, finders' fees, investment banking fees, or
27
similar compensation in connection with the Holding
Company Merger payable by Robinson or First National.
SECTION 2.19. MATERIAL CONTRACTS. Except as set
forth in Section 2.19 of the Disclosure Schedule,
neither Robinson nor First National is a party to or
bound by any oral or written (i) material agreement,
contract or indenture under which it has borrowed or
will borrow money (not including federal funds and
money deposited, including without limitation, checking
and savings accounts and certificates of deposit); (ii)
material guaranty of any obligation for the borrowing
of money or otherwise, excluding endorsements made for
collection and guarantees made in the ordinary course
of business and letters of credit issued in the
ordinary course of business; (iii) material agreement
with any present or former officer, director or
shareholder (except for deposit or loan agreements
entered into in the ordinary course of business); (iv)
license, whether as licensor or licensee; (v) contract
or commitment for the purchase of materials, supplies
or other real or personal property in an amount in
excess of $10,000 or for the performance of services
over a period of more than thirty (30) days and
involving an amount in excess of $10,000; (vi) joint
venture or partnership agreement or arrangement; or
28
(vii) contract, agreement or other commitment not made
in the ordinary course of business.
SECTION 2.20. STATEMENTS TRUE AND CORRECT. None
of the information supplied or to be supplied by
Robinson or First National for inclusion in any
documents to be filed with the FRB, OCC, SEC, or any
other regulatory authority in connection with the
Mergers will, at the respective times such documents
are filed, be false or misleading with respect to any
material fact or omit to state any material fact
necessary in order to make the statements therein not
misleading.
SECTION 2.21. ROBINSON'S KNOWLEDGE. With respect
to representations and warranties herein that are made
or qualified as being made "to the knowledge of
Robinson" or words of similar import, it is understood
and agreed that matters within the knowledge of the
directors and the officers of Robinson or First
National, respectively, shall be considered to be
within the knowledge of Robinson.
29
ARTICLE THREE
REPRESENTATIONS OF AMBANC
AMBANC hereby makes the following representations
and warranties:
SECTION 3.01. ORGANIZATION AND CAPITAL STOCK.
(a) AMBANC is a corporation duly incorporated and
validly existing under the laws of the State of
Indiana, is a registered bank holding company under the
Bank Holding Company Act of 1956, as amended, and has
the corporate power and authority to own all of its
property and assets, to incur all of its liabilities,
and to carry on its business as it is now being
conducted.
(b) AMBANC has authorized capital stock of (i)
5,000,000 shares of common stock, $10.00 par value per
share ("AMBANC Common"), of which, as of the date of
this Agreement, 2,372,555 shares are issued and
outstanding, and (ii) 200,000 shares of preferred
stock, $10.00 par value per share, of which no shares
are issued and outstanding. All of the issued and
outstanding shares of AMBANC Common are duly and
validly issued and outstanding, fully paid and non-
assessable. None of the outstanding shares of AMBANC
Common has been issued in violation of any preemptive
rights of the current or past shareholders of AMBANC or
30
in violation of any applicable federal or state
securities laws or regulations.
(c) The shares of AMBANC Common that are to be
issued to the shareholders of Robinson pursuant to the
Holding Company Merger have been duly authorized and,
when issued in accordance with the terms of this
Agreement, will be validly issued and outstanding,
fully paid and non-assessable, and will be listed and
authorized for quotation on the NASDAQ Small Caps
Market System.
SECTION 3.02. AUTHORIZATION. The Boards of
Directors of AMBANC, FRB Corp. and Farmers' has each,
by all appropriate action, approved this Agreement and
the Mergers and has authorized the execution of this
Agreement on its behalf by its respective duly
authorized officers and the performance, respectively,
by AMBANC and Farmers' of its respective obligations
hereunder. Nothing in the Articles of Incorporation or
Bylaws of AMBANC, as amended, or in the Charter or
Bylaws of Farmers, or in any agreement, instrument,
decree, proceeding, law or regulation (except as
specifically referred to in or contemplated by this
Agreement) by or to which AMBANC or any of its
subsidiaries is bound or subject would prohibit either
AMBANC or Farmers' from entering into and consummating,
or would be violated or breached by AMBANC's or
31
Farmers' consummation of this Agreement and the
transactions contemplated herein and the Mergers on the
terms and conditions herein contained. This Agreement
has been duly and validly executed and delivered by
AMBANC and Farmers' and constitutes a legal, valid and
binding obligation of AMBANC and Farmers', enforceable
against AMBANC and Farmers' in accordance with its
terms, and no other corporate acts or proceedings are
required to be taken by AMBANC or Farmers' to authorize
the execution, delivery and performance of this
Agreement. AMBANC or Farmers' is not, and will not be
by reason of the consummation of the transactions
contemplated herein, in material default under or in
material violation of any provision of, nor will the
consummation of the transactions contemplated herein
afford any party a right to accelerate any indebtedness
under, AMBANC's Articles of Incorporation or Bylaws or
Farmers' Charter or Bylaws, any material promissory
note, indenture, or other evidence of indebtedness or
security therefore, or any material lease, contract, or
other commitment or agreement to which AMBANC or
Farmers' is a party or by which AMBANC or Farmers' or
their property is bound. Except for the requisite
approvals of and filings with the FRB and the OCC and
the filing of a registration statement with the SEC and
certain state securities regulatory agencies, no notice
32
to, filing with, authorization by, or consent or
approval of, any federal or state regulatory authority
is necessary for the execution and delivery of this
Agreement or the consummation of the Mergers by AMBANC
and Farmers'.
SECTION 3.03. SUBSIDIARIES. Each of AMBANC's
subsidiaries is duly organized and validly existing
under the laws of the jurisdiction of its incorporation
and has the corporate power to own its respective
properties and assets, to incur its respective
liabilities and to carry on its respective business as
now being conducted. AMBANC owns of record and
beneficially free and clear of all liens and
encumbrances all outstanding shares of stock of all of
its subsidiaries.
SECTION 3.04. FINANCIAL INFORMATION. The audited
consolidated balance sheets of AMBANC and its
subsidiaries as of December 31, 1994 and 1993 and
related consolidated statements of income, changes in
shareholders' equity and cash flows for the three years
ended December 31, 1994, together with the notes
thereto, included in AMBANC's most recent 10-K, as
filed with the SEC, and the unaudited consolidated
balance sheet of AMBANC and its subsidiaries as of
March 31, 1995, and the related unaudited consolidated
statement of income, changes in shareholders' equity
33
and cash flows for the period then ended included in
AMBANC's Quarterly Report on Form 10-Q as filed with
the SEC (collectively, the "AMBANC Financial
Statements"), all of which have been previously
furnished by AMBANC to Robinson, together with all
subsequent financial statements and reports filed with
the SEC prior to the Effective Date, shall have been
prepared in accordance with generally accepted
accounting principles applied on a consistent basis
(except as disclosed therein) and fairly present the
consolidated financial position and the consolidated
results of operations, changes in shareholders' equity
and cash flows of AMBANC and its consolidated
subsidiaries as of the dates and for the periods
indicated (subject, in the case of interim financial
statements, to normal recurring year-end adjustments,
none of which will be material). AMBANC and its
subsidiaries each does not have any material liability,
fixed or contingent, except as set forth in the AMBANC
Financial Statements or incurred in the ordinary course
of business since the date of the most recent AMBANC
Financial Statement.
SECTION 3.05. ABSENCE OF CHANGES. Since June 30,
1994, there has not been any material adverse change in
the financial condition, the results of operations or
34
the business of AMBANC and its subsidiaries taken as a
whole.
SECTION 3.06. REPORTS. Since January 1, 1994
(or, in the case of subsidiaries of AMBANC, the date of
acquisition thereof by AMBANC, if later) AMBANC and
each of its subsidiaries has filed all reports, notices
and other statements, together with any amendments
required to be made with respect thereto, that it was
required to file with (i) the SEC, (ii) the FRB, or
(iii) any applicable state securities or banking
authorities, and (iv) any other governmental authority
with jurisdiction over AMBANC or any of its
subsidiaries. As of their respective dates, each of
such reports and documents, as amended, including the
financial statements, exhibits and schedules thereto,
complied in all material respects with the relevant
statutes, rules and regulations enforced or promulgated
by the regulatory authority with which they were filed,
and did not contain any untrue statement of a material
fact or omit to state any material fact required to be
stated therein or necessary in order to make the
statements therein, in light of the circumstances under
which they were made, not misleading.
SECTION 3.07. LITIGATION. There is no material
litigation, claim or other proceeding pending or, to
the knowledge of AMBANC, threatened, before any
35
judicial, administrative or regulatory agency or
tribunal against AMBANC or any of its subsidiaries, or
to which the property of AMBANC or any of its
subsidiaries is subject, which can reasonably be
expected to result in any material adverse change in
the financial condition, operations, or business of
AMBANC and its subsidiaries taken as a whole.
SECTION 3.08. AGREEMENTS WITH BANKING
AUTHORITIES. Neither AMBANC nor any of its
subsidiaries is subject to any order (other than orders
applicable to banks generally) or is a party to any
agreement or memorandum of understanding with any
federal or state agency charged with the supervision or
regulation of banks or bank holding companies,
including without limitation the FDIC, the Indiana
Department of Financial Institutions, the Illinois
Commissioner of Banks and Trust Companies (the
"ICB&TC"), and the FRB.
SECTION 3.09. TITLE TO PROPERTIES; INSURANCE.
AMBANC and each of its subsidiaries has marketable
title, insurable at standard rates, free and clear of
all liens, charges and encumbrances (except taxes which
are a lien but not yet payable and liens, charges or
encumbrances reflected in the AMBANC Financial
Statements and easements, rights-of-way, and other
restrictions which are not material and, in the case of
36
Other Real Estate Owned, as such real estate is
internally classified on the books of AMBANC or any of
its subsidiaries, rights of redemption under applicable
law) to all real properties reflected on the AMBANC
Financial Statements as being owned by AMBANC or any of
its subsidiaries. All material leasehold interests
used by AMBANC in its banking operations are held
pursuant to lease agreements which are valid and
enforceable in accordance with their terms. All such
properties comply in all material respects with all
applicable private agreements, zoning requirements and
other governmental laws and regulations relating
thereto and there are no condemnation proceedings
pending or, to the knowledge of AMBANC, threatened with
respect to such properties. AMBANC and each of its
subsidiaries has valid title or other ownership rights
under licenses to all material intangible personal or
intellectual property used by AMBANC or any of its
subsidiaries in its business free and clear of any
claim, defense or right of any other person or entity
which is material to such property, subject only to
rights of the licensor pursuant to applicable license
agreements, which rights do not materially adversely
interfere with the use or enjoyment of such property.
All insurable properties owned or held by AMBANC and
each of its subsidiaries are insured in such amounts,
37
and against fire and other risks insured against by
extended coverage and public liability insurance, as is
customary with companies of the same size and in the
same business.
SECTION 3.10. ENVIRONMENTAL MATTERS.
(a) Neither the conduct nor operation of AMBANC
or any of its subsidiaries nor any condition of any
property owned by AMBANC or any of its subsidiaries
within the past ten (10) years and used in its business
operations, or to the knowledge of AMBANC, the
condition of any property owned by AMBANC or any of its
subsidiaries within the past ten (10) years but not
used in its business operations, violates or violated
Environmental Laws in any material respect, and no
condition or event has occurred with respect to it or
any such property that, with notice or the passage of
time, or both, would constitute a material violation of
Environmental Laws or obligate AMBANC or any of its
subsidiaries to remedy, stabilize, neutralize or
otherwise alter the environmental condition of any such
property. Neither AMBANC nor any of its subsidiaries
has received any notice from any person or entity that
AMBANC or any of its subsidiaries or the operation of
any facilities or any property owned by AMBANC or any
of its subsidiaries is or was in violation of any
Environmental Laws or that AMBANC or any of its
38
subsidiaries is responsible for the cleanup of any
pollutants, contaminants, or hazardous or toxic wastes,
substances or materials at, on or beneath any such
property.
(b) To the extent that AMBANC had requested or
obtained environmental investigations on certain
parcels of real property in connection with its prior
acquisitions of other banking organizations that are
now subsidiaries of AMBANC, AMBANC believes that all
such investigations revealed no facts that would
constitute a material violation of Environmental Laws
or obligate AMBANC or any of its subsidiaries to
remedy, stabilize, neutralize, or otherwise alter the
environmental condition of any such property.
SECTION 3.11. COMPLIANCE WITH LAW. AMBANC and
each of its subsidiaries has all material licenses,
franchises, permits and other governmental
authorizations that are legally required to enable them
to conduct their respective businesses as presently
conducted and are in compliance in all material
respects with all applicable laws and regulations.
SECTION 3.12. TAX/ERISA MATTERS. AMBANC and all
of its subsidiaries have filed all federal, state, and
local tax returns due in respect of their business and
properties in a timely fashion and have paid or made
provision for all amounts due on such returns, and all
39
such returns fairly reflect the information required to
be presented therein in all material respects. AMBANC
and its subsidiaries are and have been in material
compliance with all applicable laws respecting
employment and employment practices, terms, and
conditions of employment in wages and hours, including,
without limitation, any such laws respecting employment
discrimination and occupational safety and health
requirements, and neither AMBANC nor any of its
subsidiaries is engaged in any unfair labor practice.
SECTION 3.13. STATEMENTS TRUE AND CORRECT. None
of the information supplied or to be supplied by AMBANC
for inclusion in (i) the Registration Statement (as
defined in Section 4.04), (ii) the Proxy
Statement/Prospectus (as defined in Section 4.03) and
(iii) any other documents to be filed with the SEC, the
FRB, the OCC or any other regulatory authority in
connection with the Mergers, will, at the respective
times such documents are filed, and, in the case of the
Registration Statement, when it becomes effective, and
with respect to the Proxy Statement/Prospectus, when
first mailed to the shareholders of Robinson, be false
or misleading with respect to any material fact, or
omit to state any material fact necessary in order to
make the statements therein not misleading, or in the
case of the Proxy Statement/Prospectus or any amendment
40
thereof or supplement thereto, also at the time of the
shareholders' meeting of the Robinson shareholders
called to vote on the Holding Company Merger, be false
or misleading with respect to any material fact, or
omit to state any material fact necessary to correct
any statement in any earlier communication with respect
to the solicitation of any proxy for the shareholders'
meeting. All documents that AMBANC is responsible for
filing with the SEC or any other regulatory authority
in connection with the Mergers will comply as to form
in all material respects with the provisions of
applicable law and any rules and regulations
thereunder.
ARTICLE FOUR
AGREEMENTS OF ROBINSON
SECTION 4.01. CONDUCT OF BUSINESS.
(a) Robinson and First National shall continue to
carry on its business and the discharge or incurrence
of its obligations and liabilities only in the ordinary
course of business as heretofore conducted and, by way
of amplification and not limitation with respect to
such obligation, Robinson and First National will not,
without the prior written consent of AMBANC:
(i) declare or pay any dividend or make any
other distribution to shareholders, whether in
41
cash, stock or other property, except that
Robinson may continue to pay its regular dividend
or dividends to its shareholders consistent with
past practice in amount and timing until
consummation of the Holding Company Merger,
provided that Robinson may not pay a dividend
during the quarter that the Holding Company Merger
is consummated if Robinson's shareholders would be
entitled to receive a dividend from AMBANC during
that quarter (specifically, if the Closing Date
does not occur on or before the ex-dividend date
for the payment by AMBANC for its dividend on
AMBANC Common for the third quarter of 1995, then
the Board of Directors of Robinson may declare and
pay on Robinson Common a dividend for the third
quarter of 1995 to its shareholders of record on
such ex-dividend date in an amount not to exceed
$0.41 per share; or
(ii) issue any common or other capital stock
or any options, warrants or other rights to
subscribe for or purchase common or any other
capital stock or any securities convertible into
or exchangeable for any capital stock; or
(iii) directly or indirectly redeem,
purchase or otherwise acquire (except for shares
acquired in satisfaction of a debt previously
42
contracted) any of their own common or any other
capital stock; or
(iv) effect a split, reverse split,
reclassification, or other similar change in or of
any common or other capital stock or otherwise
reorganize or recapitalize; or
(v) change their Articles of
Incorporation/Charter or Bylaws; or
(vi) except in the ordinary course of
business consistent with past practices, pay or
agree to pay, conditionally or otherwise, any
additional compensation or severance benefit or
otherwise make any changes out of the ordinary
course of business with respect to the fees or
compensation payable or to become payable to
management consultants, directors, officers or
salaried employees or, except as required by law
or contemplated by this Agreement, adopt or make
any change in any Employee Plan or other
arrangement or payment made to, for or with any of
such consultants, directors, officers or
employees; or
(vii) except in the ordinary course of
business, borrow or agree to borrow any material
amount of funds or directly or indirectly
guarantee or agree to guarantee any material
43
obligations of others except in the ordinary
course of business or pursuant to outstanding
letters of credit; or
(viii) purchase or otherwise acquire any
investment security for their own account other
than U.S. treasury or other governmental
obligations or asset-backed securities issued or
guaranteed by United States governmental or other
governmental agencies, in either case having an
average remaining life of three years or less, or
sell any investment security owned by them other
than sales made in the ordinary course of business
as previously conducted during the past three
years and in accordance with applicable law and
regulations or engage in any activity that would
be inconsistent with the classification of
investment securities as either "held to maturity"
or "available for sale"; or
(ix) enter into or amend any agreement,
contract or commitment out of the ordinary course
of business; or
(x) except in the ordinary course of
business, place on any of their assets or
properties any mortgage, pledge, lien, charge, or
other encumbrance; or
44
(xi) except in the ordinary course of
business, cancel, release, compromise or
accelerate any material indebtedness owing to
Robinson or First National or any claims which
Robinson or First National may possess, or
voluntarily waive any material rights with respect
thereto; or
(xii) sell or otherwise dispose of any real
property or any material amount of any personal
property other than properties acquired in
foreclosure or otherwise in the ordinary course of
collection of indebtedness to Robinson or First
National; or
(xiii) foreclose upon or otherwise take
title to or possession or control of, any real
property without first obtaining a Phase One
environmental report thereon, prepared by a
reliable and qualified person or firm acceptable
to AMBANC, which indicates that the property is
free of pollutants, contaminants or hazardous or
toxic waste materials; provided, however, that
neither Robinson nor First Robinson shall be
required to obtain such a report with respect to
single family, non-agricultural residential
property of one acre or less to be foreclosed upon
unless Robinson has reason to believe that such
45
property might contain such materials or otherwise
might be contaminated; or
(xiv) commit any act or fail to do any act
which will cause a material breach of any material
agreement, contract or commitment; or
(xv) knowingly violate any law, statute,
rule, governmental regulation or order, which
violation might have a material adverse effect on
their business, financial condition, or earnings;
or
(b) Neither Robinson nor First National shall,
without the prior written consent of AMBANC, engage in
any transaction or take any action that would render
untrue in any material respect any of the
representations and warranties of Robinson contained in
Article Two hereof if such representations and
warranties were given as of the date of such
transaction or action.
(c) Robinson shall promptly notify AMBANC in
writing of the occurrence of any matter or event known
to and involving Robinson or First National that is
materially adverse to the business, operations,
properties, assets or condition (financial or
otherwise) of Robinson or First National taken as a
whole.
46
(d) Robinson shall not, on or before the earlier
of the Closing Date or the date of termination of this
Agreement, solicit or encourage, or, subject to the
fiduciary duties of its directors as advised by
counsel, hold discussions or negotiations with or
provide any information to, any person in connection
with any proposal from any person for the acquisition
of all or any substantial portion of the business,
assets, shares of Robinson Common or other securities
of Robinson or First National.
SECTION 4.02. BREACHES. Robinson shall, in the
event it has knowledge of the occurrence of any event
or condition which would cause or constitute a breach
(or would have caused or constituted a breach had such
event occurred or been known prior to the date of this
Agreement) of any of its representations or agreements
contained or referred to in this Agreement, give prompt
notice thereof to AMBANC and use its best efforts to
prevent or promptly remedy the same.
SECTION 4.03. SUBMISSION TO SHAREHOLDERS.
Robinson shall cause to be duly called and held, on a
date mutually selected by AMBANC and Robinson, a
special meeting of its shareholders (the "Shareholders'
Meeting") for submission of this Agreement and the
Holding Company Merger for approval of such
shareholders as required by the Acts. In connection
47
with the Shareholders' Meeting, (i) Robinson shall
cooperate and assist AMBANC in preparing and filing a
Proxy Statement/Prospectus (the "Proxy
Statement/Prospectus") with the SEC, and Robinson shall
mail it to its shareholders, (ii) Robinson shall
furnish AMBANC all information concerning itself and
First National that AMBANC may reasonably request in
connection with such Proxy Statement/Prospectus, and
(iii) the Board of Directors of Robinson shall (subject
to compliance with its fiduciary duties as advised by
counsel) recommend to its shareholders the approval of
this Agreement and the Holding Company Merger
contemplated hereby and use its best efforts to obtain
such shareholder approval.
SECTION 4.04. CONSUMMATION OF AGREEMENT.
Robinson and First National shall use their best
efforts to perform and fulfill all conditions and
obligations on their part to be performed or fulfilled
under this Agreement and to effect the Mergers in
accordance with the terms and provisions hereof.
Robinson shall furnish to AMBANC in a timely manner all
information, data and documents in the possession of
Robinson and First National requested by AMBANC as may
be required to obtain any necessary regulatory or other
approvals of the Mergers or to file with the SEC a
registration statement on Form S-4 (the "Registration
48
Statement") relating to the shares of AMBANC Common to
be issued to the shareholders of Robinson pursuant to
the Holding Company Merger and this Agreement and shall
otherwise cooperate fully with AMBANC to carry out the
purpose and intent of this Agreement.
SECTION 4.05. ENVIRONMENTAL REPORTS. Robinson
shall provide to AMBANC, as soon as reasonably
practical but not later than sixty (60) days after the
date of this Agreement, a report of a Phase One
environmental investigation on all real property owned
or leased by Robinson or First National (including
Other Real Estate Owned) as of the date of this
Agreement and within ten (10) days after the
acquisition or lease of any real property acquired or
leased by Robinson or First National after the date of
this Agreement, except as otherwise provided in Section
4.01(a)(xiii). If required by the Phase One
investigation in AMBANC's reasonable opinion, Robinson
shall, at the written request of AMBANC delivered to
Robinson within five (5) days of AMBANC's receipt of
any such Phase One report, provide to AMBANC a report
of a Phase Two investigation on properties requiring
such additional study. AMBANC shall have five (5)
business days from the receipt of any such
investigation report to notify Robinson in writing of
any material environmental concerns. Within forty-five
49
(45) days of the delivery of such notification, AMBANC
shall obtain an estimate or indication as described
below regarding the cost of taking remedial and
corrective actions or the inability to make such an
estimate. Should the cost of taking all remedial and
corrective actions and measures (i) required by
applicable law, or (ii) recommended or suggested by
such report or reports and prudent in light of the
findings of such report, in the aggregate, exceed the
sum of $100,000, as reasonably estimated by an
environmental expert promptly retained for such purpose
by AMBANC and reasonably acceptable to Robinson, or if
the cost of such actions and measures cannot be so
reasonably estimated by such expert with any
reasonable degree of certainty, then AMBANC shall have
the right pursuant to Section 7.03 hereof, for a period
of five (5) business days following receipt of such
estimate or indication that the cost of such actions
and measures cannot be so reasonably estimated, to
terminate this Agreement by providing written notice to
Robinson within such five-day period.
SECTION 4.06. RESTRICTION ON RESALES. Robinson
shall obtain and deliver to AMBANC prior to the Closing
Date signed representations, in form reasonably
acceptable to AMBANC, of any person who may reasonably
be deemed an "affiliate" of Robinson as of the date of
50
the Shareholders' Meeting within the meaning of such
term as used in Rule 145 under the Securities Act of
1933, as amended (the "Securities Act"), regarding
their prospective compliance with the provisions of
such Rule 145. Robinson shall also obtain and deliver
to AMBANC prior to the Closing Date, the signed
agreements of each shareholder who may reasonably be
deemed an "affiliate" (as such term is described in the
preceding sentence) of Robinson as of the date of the
Shareholders' Meeting agreeing not to sell any shares
of AMBANC Common or otherwise reduce his or her risk
relative to such shares, until such time as financial
results covering at least thirty (30) days of post-
Merger combined operations have been made available to
the general public.
SECTION 4.07. ACCESS TO INFORMATION. Robinson
shall permit AMBANC reasonable access, in a manner
which will avoid undue disruption or interference with
Robinson's normal operations, to Robinson's and First
National's properties and shall disclose and make
available to AMBANC all books, documents, papers and
records relating to Robinson's and First National's
assets, stock, ownership, properties, operations,
obligations and liabilities, including, but not limited
to, all books of account (including general ledgers),
tax records, minute books of directors' and
51
shareholders' meetings, organizational documents,
material contracts and agreements, loan files, filings
with any regulatory authority, litigation files, plans
affecting employees, and any other business activities
or prospects in which AMBANC may have a reasonable and
legitimate interest in light of the transactions
contemplated by this Agreement. During the period from
the date of this Agreement to the Effective Time,
Robinson will cause one or more of Robinson's
designated representatives to confer on a regular basis
with the President of AMBANC, or any other person
designated in a written notice given to Robinson by
AMBANC pursuant to this Agreement, to report the
general status of the ongoing operations of Robinson
and First National. Robinson and First National will
promptly notify AMBANC of any material change in the
normal course of the operation of its business or
properties and of any regulatory complaints,
investigations or hearings (or communications
indicating that the same may be contemplated), or the
institution or the threat of significant litigation
involving Robinson or First National and will keep
AMBANC fully informed of such events. AMBANC will hold
any such information which is nonpublic in confidence
in accordance with the provisions of Section 8.01
hereof.
52
ARTICLE FIVE
AGREEMENTS OF AMBANC
SECTION 5.01. REGULATORY APPROVALS AND
REGISTRATION STATEMENT. AMBANC shall promptly file all
regulatory applications required in order to consummate
the Mergers, including the necessary applications for
the prior approval of the FRB and the OCC. AMBANC
shall keep Robinson reasonably informed as to the
status of such applications and provide Robinson copies
of such applications and supplementally filed materials
prior to their filing. AMBANC shall file with the SEC
the Registration Statement relating to the shares of
AMBANC Common to be issued to the shareholders of
Robinson pursuant to this Agreement, and shall use its
best efforts to cause the Registration Statement to
become effective as soon as practicable. At the time
the Registration Statement becomes effective, the
Registration Statement shall comply in all material
respects with the provisions of the Securities Act and
the published rules and regulations thereunder, and
shall not contain any untrue statement of a material
fact or omit to state a material fact required to be
stated therein or necessary to make the statements
therein not false or misleading; and at the time of the
mailing thereof to the shareholders of Robinson, at the
time of the Shareholders' Meeting, and at the Effective
53
Time, the Proxy Statement/Prospectus included as part
of the Registration Statement, as amended or
supplemented by any amendment or supplement, shall not
contain any untrue statement of a material fact or omit
to state any material fact regarding AMBANC or the
Holding Company Merger necessary to make the statements
therein not false or misleading. AMBANC shall timely
file all documents required to obtain all necessary
Blue Sky permits and approvals, if any, required to
carry out the Holding Company Merger, shall pay all
expenses incident thereto and shall use its best
efforts to obtain such permits and approvals on a
timely basis. AMBANC shall promptly and properly
prepare and file any other filings required under the
Securities Exchange Act of 1934 (the "Exchange Act")
relating to the Holding Company Merger.
SECTION 5.02. BREACHES. AMBANC shall, in the
event it has knowledge of the occurrence of any event
or condition which would cause or constitute a breach
(or would have caused or constituted a breach had such
event occurred or been known prior to the date of this
Agreement) of any of its representations or agreements
contained or referred to in this Agreement, give prompt
notice thereof to Robinson and use its best efforts to
prevent or promptly remedy the same.
54
SECTION 5.03. CONSUMMATION OF AGREEMENT. AMBANC
shall use its best efforts to perform and fulfill all
conditions and obligations on its part to be performed
or fulfilled under this Agreement and to effect the
Mergers in accordance with the terms and conditions of
this Agreement, and to cause the Effective Time to
occur on or before November 30, 1995.
SECTION 5.04. ACCESS TO INFORMATION. AMBANC
shall permit Robinson reasonable access, in a manner
which will avoid undue disruption or interference with
AMBANC's normal operations, to AMBANC's and any of its
subsidiaries' properties and shall disclose and make
available to Robinson all books, documents, papers and
records relating to AMBANC's and any of its
subsidiaries' assets, stock, ownership, properties,
operations, obligations and liabilities, including, but
not limited to, all books of account (including general
ledgers), tax records, minute books of directors' and
shareholders' meetings, organizational documents,
material contracts and agreements, loan files, filings
with any regulatory authority, litigation files, plans
affecting employees, and any other business activities
or prospects in which Robinson may have a reasonable
and legitimate interest in light of the transactions
contemplated by this Agreement. AMBANC and each of its
subsidiaries will promptly notify Robinson of any
55
material change in the normal course of the operation
of its business or properties and of any regulatory
complaints, investigations or hearings (or
communications indicating that the same may be
contemplated), or the institution or the threat of
significant litigation involving AMBANC or any of its
subsidiaries and will keep Robinson fully informed of
such events. Robinson will hold any such information
which is nonpublic in confidence in accordance with the
provisions of Section 8.01 hereof.
SECTION 5.05. SEPARATE ENTITY. It is AMBANC's
intent that the directors and officers of First
National in office at the Effective Time will continue
after the Effective Time to manage and operate First
National as a separate banking entity, with such
assistance, advice, and support from AMBANC and its
other banking affiliates as shall be appropriate. At
the Effective Time, one officer or director of AMBANC
shall be added to the Board of Directors of First
National, and two officers or directors of Robinson
shall be added to the Board of Directors of AMBANC.
The persons to become directors of AMBANC and First
National shall be selected by mutual agreement of the
respective Boards of Directors. AMBANC agrees that,
for a period of three years after the Effective Time,
it will retain the name "The First National Bank in
56
Robinson" as the name pursuant to which First National
does business; provided, however, that a majority of
the Directors of First National who served as Directors
prior to the Effective Time shall have the authority to
reduce this three-year period at any time after the
Effective Time at their discretion.
SECTION 5.06. DIRECTOR AND OFFICER INSURANCE.
AMBANC agrees that all rights to indemnification
existing in favor of the directors, officers, and
employees of Robinson and First National, as provided
in its Articles, Bylaws, or otherwise in effect on the
date of this Agreement shall survive the Effective Time
and shall continue in full force and effect with
respect to matters occurring prior to the Effective
Time.
SECTION 5.07. EMPLOYEE BENEFITS. Upon the
Closing Date, it is intended that the employees of
First National shall continue to be employees of First
National with no change in employment solely as a
result of the transactions contemplated herein;
provided, nothing herein shall be interpreted as
creating a contractual or other right to continued
employment of an employee subsequent to the Closing
Date. It is the intent of AMBANC that, after the
Effective Time, the active employees of First National
will be added to and become part of the AMBANC employee
57
benefits plans and receive employee benefits (including
without limitation, pension benefits, health insurance,
long-term disability coverage and life insurance
coverage) that are no less favorable than those
generally available to employees at AMBANC and its
subsidiaries. In that event, individuals who are
actively employed by First National on the Closing Date
shall be given full credit for all purposes under any
and all employee benefit plans, programs or policies
maintained or hereafter established by AMBANC for prior
years of employment with First National.
Notwithstanding anything to the contrary above, it is
the intention of AMBANC that the employees of First
National as a group will suffer no material net loss in
the value of the total employee benefits package
currently enjoyed by them by reason of the Holding
Company Merger.
SECTION 5.08. FURTHER MATTERS. Neither AMBANC
nor any of its subsidiaries shall, without the prior
written consent of Robinson, engage in any transaction
or take any action that would render untrue in any
material respect any of the representations and
warranties of AMBANC contained in Article Three hereof
if such representations and warranties were given as of
the date of such transaction or action. AMBANC shall
promptly notify Robinson in writing of the occurrence
58
of any matter or event known to and involving AMBANC or
any of its subsidiaries that is materially adverse to
the business, operations, properties, assets, or
condition (financial or otherwise) of AMBANC or its
subsidiaries taken as a whole.
ARTICLE SIX
CONDITIONS PRECEDENT TO THE HOLDING COMPANY MERGER
SECTION 6.01. CONDITIONS OF AMBANC'S OBLIGATIONS.
AMBANC's obligations to effect the Mergers shall be
subject to the satisfaction (or waiver by AMBANC) prior
to or on the Closing Date of the following conditions:
(a) The representations and warranties made by
Robinson in this Agreement shall be true in all
material respects on and as of the Closing Date with
the same effect as though such representations and
warranties had been made or given on and as of the
Closing Date.
(b) Robinson and First National each shall have
performed and complied in all material respects with
all of its obligations and agreements required to be
performed prior to the Closing Date under this
Agreement.
(c) No temporary restraining order, preliminary
or permanent injunction or other order issued by any
court of competent jurisdiction or other legal
59
restraint or prohibition preventing the consummation of
the Mergers shall be in effect, nor shall any
proceeding by any bank regulatory authority,
governmental agency or other person seeking any of the
foregoing be pending. There shall not be any action
taken, or any statute, rule, regulation or order
enacted, entered, enforced or deemed applicable to the
Mergers which makes the consummation of the Mergers
illegal.
(d) All necessary regulatory approvals, consents,
authorizations and other approvals required by law for
consummation of the Mergers shall have been obtained
and all waiting periods required by law shall have
expired.
(e) AMBANC shall have received the environmental
reports required by Sections 4.05 and 4.01(a)(xiii)
hereof and shall not have elected, pursuant to Section
4.05 hereof, to terminate and cancel this Agreement.
(f) AMBANC shall have received all documents
required to be received from Robinson and First
National on or prior to the Closing Date, all in form
and substance reasonably satisfactory to AMBANC.
(g) The Registration Statement shall be effective
under the Securities Act and no stop orders suspending
the effectiveness of the Registration Statement shall
60
be in effect or proceedings for such purpose pending
before or threatened by the SEC.
(h) AMBANC shall have received from its counsel,
Leagre & Barnes, an opinion to the effect that if the
Mergers are consummated in accordance with the terms
set forth in this Agreement, (i) the Mergers will
constitute a reorganization within the meaning of
Section 368(a) of the Code; (ii) no gain or loss will
be recognized by the holders of shares of Robinson
Common upon receipt of AMBANC Common (except for cash
received in lieu of fractional shares); (iii) the basis
of shares of AMBANC Common received by the shareholders
of Robinson will be the same as the basis of shares of
Robinson Common exchanged therefor; and (iv) the
holding period of shares AMBANC Common received by the
shareholders of Robinson will include the holding
period of the shares of Robinson Common exchanged
therefor, provided such shares were held as capital
assets of the Effective Time; and
(i) The aggregate amount of the Consolidated
Shareholders' Equity of Robinson at the Effective Time,
as shown by and reflected in its books and records of
accounts prepared in accordance with generally accepted
accounting principles, consistently applied, shall not
be less than $9,699,185, and Robinson shall have
delivered to AMBANC a certificate, dated as of the
61
Effective Time and signed by Robinson's President and
Secretary to such effect. As used in the preceding
sentence, "Consolidated Shareholders' Equity" of
Robinson shall mean its common stock, capital surplus,
and retained earnings, as fully accrued to reflect all
provisions to its allowance for loan losses (the
balance of which the parties agree shall, at the
Effective Time, be at least equal to one percent (1%)
of its total loan portfolio as set forth in its
statement of condition for the most recent month end
prior to the Effective Time) and the charge-off of all
bad debts prior to the Effective Time and the accrual
of all other expenses associated with the Mergers, all
in accordance with applicable bank regulatory
guidelines and in conformity with generally accepted
accounting principles consistently applied.
(j) AMBANC shall have received an opinion from
its independent auditors that the Holding Company
Merger shall be accounted for as a pooling of interests
pursuant to the appropriate accounting standards then
in effect.
SECTION 6.02. CONDITIONS OF ROBINSON'S
OBLIGATION. Robinson's obligation to effect the
Mergers shall be subject to the satisfaction (or waiver
by Robinson) prior to or on the Closing Date of the
following conditions:
62
(a) The representations and warranties made by
AMBANC in this Agreement shall be true in all material
respects on and as of the Closing Date with the same
effect as though such representations and warranties
had been made or given on and as of the Closing Date.
(b) AMBANC shall have performed and complied in
all material respects with all of its obligations and
agreements required to be performed prior to the
Closing Date under this Agreement.
(c) No temporary restraining order, preliminary
or permanent injunction or other order issued by any
court of competent jurisdiction or other legal
restraint or prohibition preventing the consummation of
the Mergers shall be in effect, nor shall any
proceeding by any bank regulatory authority, other
governmental agency or other person seeking any of the
foregoing be pending. There shall not be any action
taken, or any statute, rule, regulation or order
enacted, enforced or deemed applicable to the Mergers
which makes the consummation of the Mergers illegal.
(d) All necessary regulatory approvals, consents,
authorizations and other approvals required by law for
consummation of the Mergers, including the requisite
approval of the Mergers by the shareholders of
Robinson, shall have been obtained and all waiting
periods required by law shall have expired.
63
(e) Robinson shall have received all documents
required to be received from AMBANC on or prior to the
Closing Date, all in form and substance reasonably
satisfactory to Robinson.
(f) The Registration Statement shall be effective
under the Securities Act and no stop orders suspending
the effectiveness of the Registration Statement shall
be in effect or proceedings for such purpose pending
before or threatened by the SEC.
(g) Robinson shall have received from its
counsel, Hinshaw & Culbertson , an opinion reasonably
satisfactory to Robinson to the effect that if the
Mergers are consummated in accordance with the terms
set forth in this Agreement, (i) the Mergers will
constitute a reorganization within the meaning of
Section 368(a) of the Code; (ii) no gain or loss will
be recognized by the holders of shares of Robinson
Common upon receipt of AMBANC Common (except for cash
received in lieu of fractional shares); (iii) the basis
of shares of AMBANC Common received by the shareholders
of Robinson will be the same as the basis of shares of
Robinson Common exchanged therefor; and (iv) the
holding period of shares AMBANC Common received by the
shareholders of Robinson will include the holding
period of the shares of Robinson Common exchanged
64
therefor, provided such shares were held as capital
assets of the Effective Time; and
(h) Robinson shall have received an opinion of
Kemper Securities, Inc. or another qualified investment
banking firm or other qualified financial expert to the
effect that, as of the date of the mailing of the Proxy
Statement/Prospectus to the shareholders of Robinson,
the Holding Company Merger was fair to the shareholders
of Robinson from a financial point of view and such
opinion shall not have been amended or withdrawn on or
prior to the Closing Date.
ARTICLE SEVEN
TERMINATION OR ABANDONMENT
SECTION 7.01. MUTUAL AGREEMENT. This Agreement
may be terminated by the mutual written agreement of
the parties at any time prior to the Closing Date,
regardless of whether shareholder approval of this
Agreement and the Holding Company Merger by the
shareholders of Robinson shall have been previously
obtained.
SECTION 7.02. BREACH OF REPRESENTATIONS OR
AGREEMENTS. In the event that there is a material
breach in any of the representations and warranties or
agreements of AMBANC or Robinson which breach is not
cured within thirty (30) days after written notice to
65
cure such breach is given by the non-breaching party,
then the non-breaching party, regardless of whether
shareholder approval of this Agreement and the Holding
Company Merger shall have been previously obtained, may
terminate and cancel this Agreement by providing
written notice thereof within ten (10) days after such
thirty (30) day period to the other party hereto.
SECTION 7.03. ENVIRONMENTAL REPORTS. AMBANC may
terminate this Agreement to the extent provided by
Section 4.05 by giving written notice thereof to
Robinson.
SECTION 7.04. FAILURE OF CONDITIONS. In the
event any of the conditions to the obligations of
either party are not satisfied or waived on or prior to
the Closing Date, and if any applicable cure period
provided in Section 7.02 hereof has lapsed, then such
party may, regardless of whether shareholder approval
of this Agreement and the Holding Company Merger shall
have been previously obtained, terminate and cancel
this Agreement on the Closing Date by delivery of
written notice thereof to the other party on such date.
SECTION 7.05. APPROVAL DENIED. If any regulatory
application filed pursuant to Section 5.01 hereof
should be finally denied or disapproved by the
respective regulatory authority, then this Agreement
thereupon shall be deemed terminated and canceled.
66
However, it is understood that a request for additional
information or undertaking by AMBANC, as a condition
for approval, shall not be deemed to be a denial or
disapproval so long as AMBANC diligently provides the
requested information or, in its sole discretion,
accepts such undertaking. In the event an application
is denied subject to the right of an appeal, petition
for review, or similar such act on the part of AMBANC
(hereinafter referred to as the "appeal"), then the
application will be deemed denied unless AMBANC
promptly and diligently prepares and files such appeal
and continues the appellate process for purposes of
obtaining the necessary approval.
SECTION 7.06. SHAREHOLDER APPROVAL DENIAL. If
this Agreement and consummation of the Holding Company
Merger is not approved by the shareholders of Robinson
at the Shareholders' Meeting, then either party may
terminate this Agreement by giving written notice
thereof to the other party.
SECTION 7.07. LAPSE OF TIME. If the Closing Date
does not occur on or prior to November 30, 1995, then
this Agreement may be terminated by either party by
giving written notice thereof to the other party.
SECTION 7.08. PRICE OF AMBANC STOCK. Robinson
may terminate this Agreement if the weighted average of
the prices of all actual trades of AMBANC Common, as
67
reported on the NASDAQ Small Cap Market System for the
twenty (20) trading days during which actual trades
were made ending on the fifth (5th) trading day prior
to the Closing Date, shall be less than $29.00 per
share. AMBANC may terminate this Agreement if the
weighted average of the prices of all actual trades of
AMBANC Common, as reported on the NASDAQ Small Cap
Market System for the twenty (20) trading days during
which actual trades were made ending on the fifth (5th)
day prior to the Closing Date, shall be greater than
$35.00 per share. Notwithstanding anything herein to
the contrary, AMBANC may not terminate this Agreement
pursuant to the immediately preceding sentence if the
price of AMBANC Common, as calculated pursuant to the
immediately preceding sentence, has increased to a
price of greater than $35.00 per share as the result of
the public announcement of an unrelated third party's
intention to acquire AMBANC.
ARTICLE EIGHT
THE CLOSING OF THE BANK MERGER AND HOLDING COMPANY
MERGER
SECTION 8.01. THE CLOSING. The closing of the
Bank Merger and the Holding Company Merger (the
"Closing') shall take place at the corporate office of
Robinson at 10:00 A.M. Central Standard Time on the
68
Closing Date described in Section 8.02 of this
Agreement.
SECTION 8.02. THE CLOSING DATE. The Closing
shall take place on the first business day of the month
following the month during which each of the conditions
in Sections 6.01(d) and 6.02(d) is satisfied or waived
by the appropriate party or on such later date as
Robinson and AMBANC may agree (the "Closing Date").
The Bank Merger shall become effective at the time
specified in the certificate to be issued by the Office
of the Comptroller of the Currency approving the Bank
Merger. The Holding Company Merger shall be effective
upon the later to occur of (i) the filing of the Merger
Agreement in the Office of the Indiana Secretary of
State, or (ii) the filing of the Merger Agreement in
the Office of the Illinois Secretary of State (the
"Effective Time"), which the parties shall cause to
occur after the effectiveness of the Bank Merger and on
the Closing Date.
SECTION 8.03. ACTIONS AT CLOSING.
(a) At the Closing, Robinson shall deliver to
AMBANC:
(i) certified copies of the Articles of
Incorporation and Bylaws of Robinson and the
Charter and the Bylaws of The First National Bank
in Robinson, as amended;
69
(ii) a certificate or certificates signed by
the Chief Executive Officer of Robinson stating,
to the best of his knowledge and belief, after due
inquiry, that (A) each of the representations and
warranties contained in Article Two hereof is true
and correct in all material respects at the time
of the Closing with the same force and effect as
if such representations and warranties had been
made at Closing, and (B) Robinson has performed
and complied in all material respects, unless
waived by AMBANC, with all of its obligations and
agreements required to be performed hereunder
prior to the Closing Date;
(iii) certified copies of the resolutions
of Robinson's Board of Directors and shareholders,
approving and authorizing the execution of this
Agreement, the Merger Agreement, and authorizing
the consummation of the Mergers;
(iv) certified copies of the resolutions of
First National's Board of Directors and
shareholder, approving and authorizing the
execution of this Agreement and authorizing the
consummation of the Bank Merger;
(v) the legal opinion of Hinshaw &
Culbertson, counsel for Robinson, in the form
attached hereto as Exhibit 8.07(a);
70
(b) At the Closing, AMBANC shall deliver to
Robinson:
(i) certified copies of the Articles of
Incorporation/Charters and Bylaws of AMBANC and
each of its subsidiaries, as amended;
(ii) a Certificate signed by the Chief
Executive Officer of AMBANC stating, to the best
of his knowledge and belief, after due inquiry,
that (A) each of the representations and
warranties contained in Article Three is true and
correct in all material respects at the time of
the Closing with the same force and effect as if
such representations and warranties had been made
at Closing and (B) AMBANC has performed and
complied in all material respects, unless waived
by Robinson, with all of its obligations and
agreements required to be performed hereunder
prior to the Closing Date;
(iii) certified copies of the resolutions of
AMBANC's Board of Directors authorizing the
execution of this Agreement, the Merger Agreement,
and the consummation of the Mergers;
(iv) certified copies of the resolutions of
Farmer's Board of Directors authorizing the
execution of this Agreement and the consummation
of the Bank Merger;
71
(v) certified copies of the resolutions of
FRB Corp.'s Board of Directors and shareholder, as
required for valid approval of the execution of
the Merger Agreement and the consummation of the
Holding Company Merger; and
(vi) the legal opinion of Leagre & Barnes,
counsel for AMBANC, in the form attached hereto as
Exhibit 8.07(b).
(c) At the Closing, the parties shall execute
and/or deliver to one another such other documents and
instruments and take such actions as shall be necessary
or appropriate to consummate the Mergers.
ARTICLE NINE
GENERAL PROVISIONS
SECTION 9.01. CONFIDENTIAL INFORMATION. The
parties acknowledge the confidential and proprietary
nature of "Information" (as hereinafter described)
which has heretofore been exchanged and which will be
received from each other hereunder and agree to hold
and keep the same confidential. Such Information will
include any and all financial, technical, commercial,
marketing, customer or other information concerning the
business, operations and affairs of a party that may be
provided to the other, irrespective of the form of the
communications, by such party's employees or agents.
72
Such Information shall not include information which is
or becomes generally available to the public other than
as a result of a disclosure by a party or its
representatives in violation of this Agreement. The
parties agree that the Information will be used solely
for the purposes contemplated by this Agreement and
that such Information will not be disclosed to any
person other than employees and agents of a party who
are directly involved in evaluating the transaction
contemplated herein. The Information shall not be used
in any way detrimental to a party, including use
directly or indirectly in the conduct of the party's
business or any business or enterprise in which such
party may have an interest, now or in the future, and
whether or not now in competition with such other
party.
SECTION 9.02. RETURN OF DOCUMENTS. Upon
termination of this Agreement without the Holding
Company Merger becoming effective, each party shall
deliver to the other originals and all copies of all
Information made available to such party and will not
retain any copies, extracts or other reproductions in
whole or in part of such Information.
SECTION 9.03. LIABILITIES. In the event that
this Agreement is terminated or the Bank Merger or the
Holding Company Merger is abandoned pursuant to the
73
provisions of Article VII hereof, no party hereto shall
have any liability to any other party for costs,
expenses, damages or otherwise; provided, however,
that, notwithstanding the foregoing, in the event that
this Agreement is terminated pursuant to Section 7.02
hereof on account of a knowing breach of any of the
representations and warranties set forth herein or any
willful or deliberate breach of the agreements or
covenants set forth herein, then the terminating party
shall be entitled to recover appropriate damages from
the other party; provided, further that, in addition to
the foregoing, if this Agreement is terminated by
Robinson because of the knowing breach by AMBANC of any
of the representations and warranties set forth herein
or any willful or deliberate breach by AMBANC of any of
the agreements or covenants set forth herein, then
AMBANC will pay Robinson one-half of the cost of any
Phase One environmental reports that were effected
pursuant to Section 4.05 (xiii) or Section 4.05.
SECTION 9.04. NOTICES. Any notice or other
communication hereunder shall be in writing and shall
be deemed to have been given or made (a) on the date of
delivery, in the case of hand delivery, or (b) three
(3) business days after deposit in the United States
Registered or Certified Mail, with mailing receipt
postmarked by the Postal Service to show date of
mailing, postage prepaid, (c) on the next business day
after deposit with a reputable overnight carrier, or
74
(d) upon actual receipt if transmitted during business
hours by fax (but only if receipt of a legible copy of
such transmission is confirmed by the recipient);
addressed (in any case) as follows:
(a) If to AMBANC:
AMBANC Corp.
302 Main Street
Box 438
Vincennes, Indiana 47591
Attn: Robert G. Watson, Chairman of the
Board
FAX: (812) 885-6403
with a copy to:
Leagre & Barnes
9100 Keystone Crossing
Suite 800
P. O. Box 40609
Indianapolis, Indiana 46240-0609
Attn: John R. Zerkle
FAX: (317) 846-7900
and
(b) If to Robinson:
First Robinson Bancorp
300 West Main Street
Robinson, Illinois 62454
Attn: David L. Musgrave, President
FAX: (618) 546-5282
with a copy to:
Hinshaw & Culbertson
222 North LaSalle Street
Suite 300
Chicago, Illinois 60601-1081
Attn: Thomas B. Hart
Timothy M. Sullivan
FAX: (312) 704-3001
or to such other address as any party may from time to
time designate by notice to the other.
SECTION 9.05. NONSURVIVAL OF REPRESENTATIONS AND
AGREEMENTS. (a) Except as specifically provided below,
no representation, warranty, agreement, or covenant
75
contained in this Agreement shall survive (and no
claims for the breach or nonperformance thereof may be
brought after) the Effective Time, except those matters
addressed in Sections 5.05, 5.06, and 5.07 and the
provisions in the Merger Agreement attached hereto
regarding the issuance of the AMBANC Common to the
shareholders of Robinson), and (b) no representation,
warranty, agreement, or covenant contained in this
Agreement shall survive (and no claims for the breach
or nonperformance thereof may be brought after) the
termination of this Agreement pursuant to Article Seven
hereof, except those matters addressed in Sections
9.01, 9.02 and 9.03 hereof.
SECTION 9.06. ENTIRE AGREEMENT. This Agreement
constitutes the entire agreement between the parties
and supersedes and cancels any and all prior
discussions, negotiations, undertakings and agreements
between the parties relating to the subject matter
hereof.
SECTION 9.07. HEADINGS AND CAPTIONS. The
captions of Articles, Sections and Subsections hereof
are for convenience only and shall not control or
affect the meaning or construction of any of the
provisions of this Agreement.
SECTION 9.08. WAIVER, AMENDMENT OR MODIFICATION.
The conditions of this Agreement which may be waived
may only be waived by written notice to the other party
waiving such condition. The failure of any party at
any time or times to require performance of any
provision hereof shall in no manner affect the right at
later time to enforce the same. This Agreement may not
be amended or modified except by a written document
duly executed by the parties hereto.
SECTION 9.09. RULES OF CONSTRUCTION. Unless the
context otherwise requires (a) a term used herein has
the meaning assigned to it, and (b) an accounting term
76
not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting
principles.
SECTION 9.10. COUNTERPARTS. This Agreement may
be executed in two or more counterparts, each of which
shall be deemed an original and all of which shall be
deemed one and the same instrument.
SECTION 9.11. SUCCESSORS AND ASSIGNS. This
Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective
successors and assigns. There shall be no third party
beneficiaries hereof.
SECTION 9.12. GOVERNING LAW; ASSIGNMENT. This
Agreement shall be governed by the laws of the State of
Indiana. This Agreement may not be assigned by either
of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the day and year first
above written.
AMBANC CORP.
By
Robert G. Watson
Chairman of the Board
FIRST ROBINSON BANCORP
By
David L. Musgrave
President
FRB CORP.
By
Robert G. Watson
President
77
THE FIRST NATIONAL BANK
IN ROBINSON
By
David L. Musgrave
President
FARMERS' STATE BANK OF
PALESTINE
By
Judith K. Adams
President
78
Appendix A to Agreement and
Plan of Merger dated as of
June 19, 1995
MERGER AGREEMENT
AMONG
FIRST ROBINSON BANCORP
(AN ILLINOIS CORPORATION)
AND
FRB CORP.
(AN INDIANA CORPORATION)
AND JOINED IN BY
AMBANC CORP.
(AN INDIANA CORPORATION)
June 19, 1995
79
THIS MERGER AGREEMENT made and entered into as of
June 19, 1995, between First Robinson Bancorp, an
Illinois corporation located at 300 West Main Street,
Robinson, Crawford County, Illinois 62454 ("Robinson"),
and FRB Corp., an Indiana corporation located at 302
Main Street, Vincennes, Knox County, Indiana 47591, and
joined by AMBANC Corp., an Indiana corporation
("AMBANC"),
W I T N E S S E T H:
WHEREAS, FRB Corp. is a wholly owned subsidiary of
AMBANC; and
WHEREAS, Robinson, AMBANC and FRB Corp. deem it
advisable for their benefit respectively, and for the
benefit of their respective shareholders, for Robinson
to merge with and into FRB Corp. pursuant to this
Merger Agreement in accordance with the Acts (as
defined in Section 1.01); and
WHEREAS, the Boards of Directors of Robinson and
AMBANC have approved an Agreement and Plan of Merger
that was executed and delivered as of June 19, 1994
between them (the "Agreement and Plan of Merger");
NOW, THEREFORE, the parties hereby agree as
follows:
ARTICLE ONE
THE HOLDING COMPANY MERGER
SECTION 1.01. THE HOLDING COMPANY MERGER.
Pursuant to the terms and provisions of this Merger
Agreement and the Illinois Bank Holding Company Act of
1957, the Illinois Business Corporation Act of 1993
("Illinois Law"), and the Indiana Business Corporation
80
Law ("Indiana Law") (referred to herein collectively as
the "Acts"), Robinson shall merge with and into FRB
Corp. (the "Holding Company Merger"). The Holding
Company Merger shall be effective upon the later to
occur of (i) the filing of this Merger Agreement in the
Office of the Indiana Secretary of State, or (ii) the
filing of this Merger Agreement in the Office of the
Illinois Secretary of State (the "Effective Time").
SECTION 1.02. MERGING CORPORATION. Robinson
shall be the merging corporation under the Holding
Company Merger and its corporate identity and
existence, separate and apart from FRB Corp., shall
cease on consummation of the Holding Company Merger.
SECTION 1.03. SURVIVING CORPORATION. FRB Corp.
shall be the surviving corporation in the Holding
Company Merger and the Articles of Incorporation and
Bylaws of FRB Corp. in effect prior to the Holding
Company Merger shall be the Articles of Incorporation
and Bylaws of the Surviving Corporation.
ARTICLE TWO
TERMS OF THE HOLDING COMPANY MERGER
AND CONVERSION OF SHARES
SECTION 2.01. EFFECT OF THE HOLDING COMPANY
MERGER. The Holding Company Merger shall have all of
the effects provided by the Acts.
SECTION 2.02. CONVERSION OF SHARES.
(a) At the Effective Time, each share of common
stock, no par value, of Robinson (the "Robinson
Common") issued and outstanding immediately prior to
the Effective Time, other than shares the holders of
81
which have duly exercised and perfected their
dissenters' rights under the Acts, by virtue of the
Holding Company Merger and without any action on the
part of the holders thereof, shall be converted into
the right to receive 5.3398 shares of AMBANC Common
Stock, $10.00 par value per share (the "AMBANC Common),
subject to Section 2.03 regarding the payment of cash
in lieu of fractional shares (the "Merger
Consideration").
(b) At the Effective Time, each holder of any
certificate or certificates which immediately prior to
the Effective Time represented outstanding shares of
Robinson Common (the "Certificates") shall thereafter
cease to have any rights with respect to such shares,
except the right of such holders to receive, without
interest, the Merger Consideration upon the surrender
of such Certificate or Certificates in accordance with
Section 2.04.
(c) If between the date of the Agreement and Plan
of Merger and the Effective Time a share of AMBANC
Common shall be changed into a different number of
shares of AMBANC Common or a different class of shares
by reason of any reclassification, recapitalization or
split-up or if a stock dividend thereon shall be
declared with a record date within such period, then
the number of shares of AMBANC Common into which a
share of Robinson Common shall be converted pursuant to
subsection (a) above shall be appropriately and
proportionately adjusted so that each shareholder of
Robinson shall be entitled to receive such number of
shares of AMBANC Common as such shareholder would have
received pursuant to such reclassification,
recapitalization, or split up or as a result of such
stock dividend had the record date therefor been
82
immediately following the Effective Time of the Holding
Company Merger.
(d) If any holders of Robinson Common dissent
from the Holding Company Merger and demand appraisal of
their shares under Illinois Law, any issued and
outstanding shares of Robinson Common held by such
dissenting holders shall not be converted as described
in this Section 2.02 but shall from and after the
Effective Time represent only the right to receive such
consideration as may be determined to be due to such
dissenting holder pursuant to Illinois Law; provided,
however, that each share of Robinson Common outstanding
immediately prior to the Effective Time and held by a
dissenting holder who shall, after the Effective Time,
withdraw his or her demand for appraisal or lose his or
her right of appraisal shall have only such rights
provided under the Illinois Law.
SECTION 2.03. FRACTIONAL SHARES. No fractional
shares of AMBANC Common shall be issued and, in lieu
thereof, holders of shares of Robinson Common who would
otherwise be entitled to a fractional share interest
(after taking into account all shares of Robinson
Common held by such holder) shall be paid an amount in
cash equal to the product of such fractional share
interest multiplied by $32.00.
SECTION 2.04. EXCHANGE PROCEDURES; SURRENDER OF
CERTIFICATES.
(a) Bank One, N.A., Indianapolis, shall act as
Exchange Agent in the Holding Company Merger (the
"Exchange Agent"). Prior to the Effective Time, AMBANC
shall deliver to Robinson for its review a copy of any
agreement or agreements
83
pursuant to which the Exchange Agent agrees to serve as
such.
(b) As soon as reasonably practicable after the
Effective Time, the Exchange Agent shall mail to each
record holder of any Certificate or Certificates whose
shares were converted into the right to receive the
Merger Consideration a letter of transmittal (which
shall specify that delivery shall be effected, and risk
of loss and title to the Certificates shall pass, only
upon proper delivery of the Certificates to the
Exchange Agent and shall be in such form and have such
other provisions as AMBANC may reasonably specify)
(each such letter, the "Merger Letter of Transmittal")
and instructions for use in effecting the surrender of
the Certificates in exchange for the Merger
Consideration. As soon as reasonably practical after
surrender to the Exchange Agent of a Certificate,
together with a Merger Letter of Transmittal duly
executed and any other required documents, the Exchange
Agent shall transmit to the holder of such Certificate
the Merger Consideration. No interest on the Merger
Consideration issuable upon the surrender of the
Certificates shall be paid or accrued for the benefit
of holders of Certificates. If the Merger Consideration
is to be issued to a person other than a person in
whose name a surrendered Certificate is registered, it
shall be a condition of issuance that the surrendered
Certificate shall be properly endorsed or otherwise in
proper form for transfer and that the person requesting
such issuance shall pay to the Exchange Agent any
required transfer or other taxes or establish to the
satisfaction of the Exchange Agent that such tax has
been paid or is not applicable. AMBANC reserves the
right in all cases involving more than twenty-five (25)
shares of Robinson Common to require that a surety bond
84
on terms and in an amount satisfactory to AMBANC be
provided to AMBANC at the expense of the Robinson
shareholder in the event that such shareholder claims
loss of a Certificate for Robinson Common and requests
that AMBANC waive the requirement for surrender of such
Certificate.
(c) No dividends that are otherwise payable on
shares of AMBANC Common constituting the Merger
Consideration shall be paid to persons entitled to
receive such shares of AMBANC Common until such persons
surrender their Certificates. Upon such surrender,
there shall be paid to the person in whose name the
shares of AMBANC Common shall be issued any dividends
which shall have become payable with respect to such
shares of AMBANC Common (without interest and less the
amount of taxes, if any, which may have been imposed
thereon) between the Effective Time and the time of
such surrender.
ARTICLE THREE
AMENDMENT; TERMINATION; ASSIGNMENT
SECTION 3.01. AMENDMENT. At any time prior to
the Effective Time, the parties to this Agreement by
mutual written agreement authorized by their respective
Boards of Directors (and whether before or after the
shareholders of FRB and Robinson have approved and
adopted this Agreement) may amend this Agreement;
provided, however, that if the shareholders of FRB and
Robinson have approved and adopted this Agreement, any
such amendment shall not have a material adverse effect
on the shareholders of Robinson.
SECTION 3.02. TERMINATION. This Merger Agreement
may be terminated by the parties hereto prior to the
85
Effective Time under the circumstances provided in, and
strictly in accordance with, the provisions of the
Agreement and Plan of Merger.
SECTION 3.03. SUCCESSORS AND ASSIGNS. This
Merger Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted
assigns, but none of the provisions hereof shall inure
to the benefit of any other person, firm, or
corporation whomsoever. Neither this Merger Agreement
nor any of the rights, interests, or obligations
hereunder shall be assigned or transferred by operation
of law or otherwise by either of the parties hereto
without the prior written consent of the other party.
IN WITNESS WHEREOF, the parties hereto have
executed this Merger Agreement as of the day and year
first above written.
86
FIRST ROBINSON BANCORP
By
David L. Musgrave,
President
Attest ______________________
FRB CORP.
By
Robert G. Watson,
President
Attest ______________________
AMBANC Corp. hereby joins in the foregoing Merger
Agreement and understands that it will be bound
thereby.
AMBANC CORP.
By_______________________________
Robert G. Watson,
President
Attest ______________________
87
EXHIBIT 8.07(a)
LEGAL OPINION OF HINSHAW & CULBERTSON
88
[HINSHAW & CULBERTSON LETTERHEAD]
_____________, 1995
AMBANC Corp.
302 Main Street
Vincennes, Indiana 47591
Gentlemen:
We have acted as counsel for First Robinson
Bancorp, an Illinois corporation ("Robinson") and The
First National Bank in Robinson, a national banking
association ("First National"), in connection with the
Amended Agreement of Merger and Plan of Reorganization
dated June 19, 1995 (the "Agreement of Merger"), among
Robinson, AMBANC Corp., an Indiana corporation
("AMBANC"), FRB Corp., an Indiana corporation, and
Farmers State Bank of Palestine, an Illinois state-
chartered commercial bank, and the Merger Agreement
dated June 19, 1995 (the "Merger Agreement"), between
Robinson and FRB Corp., and joined in by AMBANC (the
Agreement of Merger and the Merger Agreement are
referred to collectively herein as the "Agreements").
This opinion is being delivered to you pursuant to
Section 1.07(a) of the Agreement of Merger. Terms used
herein that are defined in the Agreements shall have
the meaning set forth therein unless otherwise defined
herein.
In connection with this opinion, we have examined
the Agreements, the Articles of Incorporation and
Bylaws of Robinson, the Charter and Bylaws of The First
National Bank in Robinson ("First National"), officers'
certificates, and such other corporate documents and
records of Robinson and First National and public
documents and records as we have deemed necessary or
appropriate for this opinion. As to questions of fact
material to our opinion, we have relied upon
representations of (a) officers of Robinson and First
National, and (b) public officials, none of which
representations has been independently verified by us.
In our examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons,
the authenticity of all documents submitted to us as
originals and conformity to the original documents of
all documents submitted to us as certified or
photostatic copies, the authenticity of the originals
of the latter documents, and the due authorization,
execution and delivery of all documents by parties
other than Robinson and First National.
89
Based solely on the foregoing and subject to the
assumptions, limitations and qualifications set forth
herein, we are of the opinion that:
1. Robinson is a corporation duly incorporated
and in good standing under the laws of the State of
Illinois, and First National is a national banking
association duly organized and in good standing under
the laws of the United States of America. Robinson and
First National each have all requisite corporate power
and authority and all licenses, permits, and
authorizations necessary to own and operate its
properties and assets, to incur all of its liabilities,
and to carry on its business as it now is being
conducted. Robinson and First National have all
requisite corporate power and authority to enter into
the Agreements and to consummate the transactions
contemplated by the Agreements.
2. To the best of our knowledge after due
inquiry, Robinson holds all of the issued and
outstanding shares of capital stock of First National
free and clear of any claims, liens, pledges and other
encumbrances.
3. All corporate acts and other proceedings
required to be taken by Robinson and First National to
authorize the execution, delivery and performance of
the Agreements have been duly taken. The Agreements
have been duly executed and delivered by Robinson and
First National and constitute legal, valid, and binding
obligations of Robinson and First National enforceable
against Robinson and First National in accordance with
their terms, subject to the provisions of bankruptcy,
insolvency, fraudulent conveyance, reorganization,
moratorium, or similar laws affecting the
enforceability of creditors' rights generally from time
to time in effect and equitable principles relating to
the granting of specific performance and other
equitable remedies as a matter of judicial discretion.
4. To the best of our knowledge after due
inquiry, neither the execution and the delivery by
Robinson and First National of the Agreements nor the
consummation of the transaction contemplated by the
Agreement will constitute a default under or a material
violation of any provision of, nor will the
consummation of the transaction contemplated by the
Agreement afford any party a right to accelerate any
indebtedness under, the Articles of Incorporation or
Bylaws of Robinson, the Charter or Bylaws of First
National, any material promissory note, indenture or
other evidence of indebtedness or security therefor, or
any material lease, contract, or other commitment or
agreement to which Robinson or First National is a
90
party or by which either Robinson or First National or
its property is bound, any statute, regulation, or
rules, or any judgment, order, or decree against
Robinson or First National.
5. Except as set forth in the Agreements or the
Disclosure Schedule and to the best of our knowledge
after due inquiry, no consent, approval, order or
authorization of, or registration, declaration or
filing with or notice to any court, administrative
agency or commission or other governmental authority or
instrumentality, domestic or foreign, or any other
governmental entity or entities is required to be
obtained or made by Robinson or First National in
connection with the execution and delivery of the
Agreements or the consummation by Robinson or First
National of the transaction contemplated by the
Agreement.
6. Robinson's authorized capital stock consists
of 240,000 shares of common stock, no par value per
share (the "Robinson Common"). To the best of our
knowledge after due inquiry, 119,200 of such shares
are issued and outstanding, and 800 shares of such
shares are being held by Robinson as Treasury stock.
To the best of our knowledge, none of the shares of
Robinson Common has been issued in violation of the
preemptive or subscription rights of any person. To
the best of our knowledge after due inquiry, there are
no outstanding options, warrants, rights to subscribe
for, calls, or commitments of any character whatsoever
relating to, or securities or rights convertible into
or exchangeable for, shares of the capital stock of
Robinson or contracts, commitments, understandings or
arrangements by which Robinson is or may be obligated
to issue additional shares of its capital stock or
options, warrants or rights to purchase or acquire any
additional shares of its capital stock. To the best of
our knowledge, Robinson has no obligation, contingent
or otherwise, to reacquire any shares of Robinson
Common.
7. First National's authorized capital stock
consists of 60,000 shares of common stock, $10.00 par
value per share (the "First National Common"). To the
best of our knowledge after due inquiry, all 60,000 of
such shares are issued and outstanding. To the best of
our knowledge, none of the shares of First National
Common has been issued in violation of the preemptive
or subscription rights of any person. To the best of
our knowledge after due inquiry, there are no
outstanding options, warrants, rights to subscribe for,
calls, or commitments of any character whatsoever
relating to, or securities or rights convertible into
or exchangeable for, shares of the capital stock of
91
First National or contracts, commitments,
understandings or arrangements by which First National
is or may be obligated to issue additional shares of
its capital stock or options, warrants or rights to
purchase or acquire any additional shares of its
capital stock. To the best of our knowledge, First
National has no obligation, contingent or otherwise, to
reacquire any shares of First National Common.
8. Except as disclosed in the Disclosure Schedule
and to the best of our knowledge after due inquiry,
there is no material litigation, claim or other
proceeding pending or threatened before any judicial,
administrative or regulatory agency or tribunal against
Robinson or First National, or to which the property of
Robinson or First National are subject, which can
reasonably be expected to result in any material
adverse change in the financial condition, operations,
or business of Robinson and First National taken as a
whole. We have not made any particular investigation
with respect to the subject matter of this paragraph of
any court, agency or other governmental records and
have relied upon certification of officers of Robinson
and First National verifying certain factual
information therein.
The foregoing opinions are based on and are
limited to the laws of the State of Illinois, and the
laws of the United States of America, and we express no
opinion with respect to the laws of any other
jurisdiction.
This opinion is solely for the benefit of the
addressee hereof in connection with the closing of the
transactions contemplated by the Agreements, and no
other person or entity may rely upon this opinion
without the prior, express written consent of this
firm. This opinion is based on our knowledge of the
law and facts as of the date hereof, and we assume no
duty to communicate with you with respect to any matter
that comes to our attention hereafter.
Very truly yours,
Hinshaw & Culbertson
92
EXHIBIT 8.07(b)
LEGAL OPINION OF LEAGRE & BARNES
93
[LEAGRE & BARNES LETTERHEAD]
___________, 1995
First Robinson Bancorp
300 West Main Street
Robinson, Illinois 62454
Gentlemen:
We have acted as counsel for AMBANC Corp., an
Indiana corporation ("AMBANC"), and Farmers' State Bank
of Palestine, an Illinois state-chartered commercial
bank ("Farmers'"), in connection with the Agreement of
Merger and Plan of Reorganization dated June 19, 1995
(the "Agreement of Merger"), among First Robinson
Bancorp, an Illinois corporation ("Robinson"), AMBANC,
FRB Corp., an Indiana corporation, The First National
Bank in Robinson, a national banking association, and
Farmers, and the Merger Agreement dated June 19, 1995
("the Merger Agreement") between Robinson and FRB Corp.
and joined in by AMBANC (the Agreement of Merger and
the Merger Agreement are referred to collectively
herein as the "Agreements"). This opinion is being
delivered to you pursuant to Section 1.07(b) of the
Agreement of Merger. Terms used herein that are
defined in the Agreements shall have the meaning set
forth therein unless otherwise defined herein.
In connection with this opinion, we have examined
and relied upon the Agreements, the Articles of
Incorporation and Bylaws of AMBANC and FRB Corp. and
the Charter and Bylaws of Farmers', officers'
certificates, and such other corporate documents and
records of AMBANC, FRB Corp., and Farmers' and public
documents and records as we have deemed necessary or
appropriate for this opinion. As to questions of fact
material to our opinion, we have relied upon
representations of offices of AMBANC and Farmers', and
public officials, none of which representations have
been independently verified by us. In our examination,
we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of
all documents submitted to us as originals and
conformity to the original documents of all documents
submitted to us as certified or photostatic copies, the
authenticity of the originals of the latter documents,
and the due authorization, execution and delivery of
all documents by parties other than AMBANC, FRB Corp.,
and Farmers'.
94
Based solely on the foregoing and subject to the
assumptions, limitations and qualifications set forth
herein, we are of the opinion that:
1. AMBANC is a corporation duly incorporated and
validly existing under the laws of the State of
Indiana, FRB Corp. is a corporation duly incorporated
and in good standing under the laws of the State of
Indiana, and Farmers' is a commercial banking
corporation duly incorporated and validly existing
under the laws of the State of Illinois. AMBANC, FRB
Corp. and Farmers' each has all requisite corporate
power and authority and all licenses, permits, and
authorizations necessary to own and operate its
properties and assets, to incur all of its liabilities,
and to carry on its business as it is now being
conducted. AMBANC, FRB Corp. and Farmers' each has all
requisite corporate power and authority to enter into
the Agreements, to merge Farmers' with First National
and to merge FRB Corp. with Robinson in accordance with
the terms of the Agreements, and to consummate the
transactions contemplated by the Agreements.
2. To the best of our knowledge after due
inquiry, AMBANC holds all of the issued and outstanding
shares of capital stock of FRB Corp., and Farmers' free
and clear of any claims, liens, pledges and other
encumbrances.
3. All corporate acts and other proceedings
required to be taken by AMBANC, FRB Corp. and Farmers'
to authorize the execution, delivery and performance of
the Agreements have been duly taken. The Agreements
have been duly executed and delivered by AMBANC, FRB
Corp. and Farmers' and constitute legal, valid, and
binding obligations of each of AMBANC, FRB Corp. and
Farmers' enforceable against each in accordance with
their terms, subject to the provisions of bankruptcy,
insolvency, fraudulent conveyance, reorganization,
moratorium, or similar laws affecting the
enforceability of creditors' rights generally from time
to time in effect and equitable principles relating to
the granting of specific performance and other
equitable remedies as a matter of judicial discretion.
4. Each of AMBANC's subsidiaries is duly
organized and validly existing under the laws of the
jurisdiction of its incorporation and has the corporate
power to own its respective properties and assets, to
incur its respective liabilities and to carry on its
respective business as now being conducted.
5. To the best of our knowledge after due
inquiry, neither the execution and the delivery by
AMBANC, FRB Corp. or Farmers' of the Agreements nor the
95
consummation of the transaction contemplated by the
Agreements will constitute a default under or a
material violation of any provision of, nor will the
consummation of the transaction contemplated by the
Agreements afford any party a right to accelerate any
indebtedness under, the Articles of Incorporation or
Bylaws of AMBANC or FRB Corp., any material promissory
note, indenture or other evidence of indebtedness or
security therefor, or any material lease, contract, or
other commitment or agreement to which AMBANC, FRB
Corp., or Farmers' is a party or by which either
AMBANC, FRB Corp., or Farmers' or its property is
bound, any statute, regulation, or rules, or any
judgment, order, or decree against AMBANC, FRB Corp.,
or Farmers'.
6. Except as set forth in the Agreements and to
the best of our knowledge after due inquiry, no
consent, approval, order or authorization of, or
registration, declaration or filing with or notice to
any court, administrative agency, or commission or
other governmental authority or instrumentality,
domestic or foreign, or any other governmental entity
or entities is required to be obtained or made by
AMBANC, FRB Corp., or Farmers' in connection with the
execution and delivery of the Agreements or the
consummation by AMBANC, FRB Corp., or Farmers' of the
transaction contemplated by the Agreement.
7. AMBANC's authorized capital stock consists of
5,000,000 shares of common stock, $10 par value per
share ("AMBANC Common"), and 200,000 shares of
preferred stock, no par value. To the best of our
knowledge after due inquiry, _________ shares of AMBANC
Common are issued and outstanding, and no shares of
preferred stock have been issued.
8. The shares of AMBANC Common that are to be
issued to the security holders of Robinson pursuant to
the Holding Company Merger have been duly authorized
and, when so issued in accordance with the terms of the
Agreements, will be validly issued and outstanding,
fully paid and nonassessable.
9. To the best of our knowledge after due
inquiry, there is no material litigation, claim or
other proceeding pending or threatened before any
judicial, administrative or regulatory agency or
tribunal against AMBANC or any of its subsidiaries, or
to which the property of AMBANC or any of its
subsidiaries is subject, which can reasonably be
expected to result in any material adverse change in
the financial condition, operations, or business of
AMBANC and its subsidiaries taken as a whole.
96
The foregoing opinions are based on and are
limited to the laws of the State of Indiana and
Illinois, and the laws of the United States of America,
and we express no opinion with regard to the laws of
any other jurisdiction.
This opinion is solely for the benefit of the
addressee hereof in connection with the closing of the
transactions contemplated by the Agreements, and no
person or entity may rely upon this opinion without the
prior, express written consent of this firm. This
opinion is based on our knowledge of the law and facts
as of the date hereof, and we assume no duty to
communicate with you with respect to any matter that
comes to our attention hereafter.
Very truly yours,
LEAGRE & BARNES
97
AGREEMENT OF DIRECTORS CONCERNING
AGREEMENT OF MERGER
Each of the undersigned, being all of the
Directors of First Robinson Bancorp ("Robinson"),
having voted as such Director for the approval and
adoption by Robinson of that certain Amended Agreement
of Merger and Plan of Reorganization among Robinson,
AMBANC Corp. ("AMBANC"), The First National Bank in
Robinson, FRB Corp., and Farmers' State Bank in
Palestine whereby AMBANC will acquire all of the
outstanding capital stock of Robinson in exchange for
common stock of AMBANC (the "Holding Company Merger"),
in consideration of the benefits to be derived from the
consummation of such Merger and in consideration of the
mutual agreements made herein, and in order to induce
AMBANC to execute and deliver the Agreement of Merger
and Plan of Reorganization to Robinson and to proceed
with the consummation of the Holding Company Merger and
to incur the expenses required in connection therewith,
hereby irrevocably covenants and agrees with one
another and with each of the parties to such Amended
Agreement of Merger and Plan of Reorganization that the
undersigned: (a) will support the consummation of the
Holding Company Merger and, subject to fiduciary
duties, will recommend the Holding Company Merger for
approval and adoption by the shareholders of Robinson;
(b) will vote all shares of common stock of Robinson
("FRB Common") now or hereafter beneficially owned by
him or her, in person or by proxy, at any meeting of
the shareholders of Robinson or adjournments thereof,
in favor of the approval and adoption of the Amended
Agreement of Merger and Plan of Reorganization; and
(c) until such time as the Holding Company Merger has
been consummated or the Amended Agreement and Plan of
Reorganization of Merger has been duly terminated in
accordance with the provisions thereof, will not
transfer any shares of FRB Common, or any right or
option with respect thereto or any interest therein,
without first obtaining from the transferee thereof and
furnishing to AMBANC a written agreement of such
transferee substantially to the effect of the
agreements herein made and in form and substance
acceptable to AMBANC.
The undersigned represents and warrants that he or
she (except to the extent indicated below) is the sole
record and beneficial owner of (and has sole rights to
vote and to dispose of) the number of shares of FRB
Common indicated beside his or her signature below.
98
EXECUTED AND DELIVERED as of June 19, 1995.
(_____ shares) (______ shares)
(_____ shares) (______ shares)
(_____ shares) (______ shares)
(_____ shares)
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