EXHIBIT 2.4
THIRD AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of August
28, 2002 (this "Amendment"), is by and among (i) Northwest Savings Bank, a
Pennsylvania savings bank ("Northwest Bank"), Northwest Bancorp, Inc., a Federal
corporation ("Northwest Bancorp"), Northwest Bancorp, MHC, a Federal mutual
holding company ("Northwest MHC"), and Leeds Federal Savings Bank, a Federal
savings bank ("Leeds Savings"), Leeds Federal Bankshares, Inc., a Federal
corporation ("Leeds Bankshares"), and Leeds Federal Bankshares, MHC, a Federal
mutual holding company ("Leeds MHC"). Each of Northwest Bank, Northwest Bancorp,
Northwest MHC, Leeds Savings, Leeds Bankshares and Leeds MHC is sometimes
individually referred to herein as a "party," and collectively as the "parties."
RECITALS
1. The parties entered into that certain Agreement and Plan of Merger dated
as of August 16, 2001, as amended on April 30, 2002 (as amended the
"Agreement").
2. The parties are, concurrently with the execution of this Amendment,
agreeing to extend the termination date of the Agreement to December 31, 2002 by
further amending Section 7.01(b)(ii).
3. The Agreement sets forth a proposed transaction structure for the merger
of Leeds MHC into Northwest MHC, and Leeds Bankshares into Northwest Bancorp.
4. The parties have agreed to restructure the transaction set forth in the
Agreement, whereby immediately prior to the MHC Merger Leeds Bankshares shall
exchange its charter for an interim stock savings association charter and merge
into Leeds Savings.
5. The parties desire to further amend the Agreement to make other
conforming changes to the Agreement as may be necessary to accomplish such
restructuring.
NOW THEREFORE, in consideration of the premises contained herein and in the
Agreement, and intending to be legally bound hereby, the parties hereto hereby
agree as follows:
1. Exhibits A and B of the Agreement shall be deleted, a new Exhibit A
shall be added in the Form attached hereto providing for the merger of Interim
with Leeds Savings, and a new Exhibit B shall be added in the form attached
hereto providing for the Merger of Leeds MHC into Northwest MHC.
2. Article I of the Agreement, "Certain Definitions," shall be amended by
adding the following definition:
"Interim" means the federal interim stock savings association
resulting from the exchange by Leeds Bankshares of its federal stock
holding company charter for an interim stock savings association
charter.
3. Article I of the Agreement, "Certain Definitions," shall be amended
further by deleting the existing definitions of "Leeds Bankshares" and "Leeds
Bankshares Common Stock" and replacing them in their entirety with the following
definitions:
"Leeds Bankshares" means Leeds Federal Bankshares, Inc., a Federal
corporation or any successor in interest thereto, as the context
requires.
"Leeds Bankshares Common Stock" means the common stock of Leeds
Bankshares described in Section 3.02(a) or the common stock of a
successor in interest of Leeds Bankshares, as the context requires.
4. Article I of the Agreement, "Certain Definitions," shall be amended
further by deleting the existing definition of "Mid-Tier Merger" and replacing
it in its entirety with the following definition:
"Mid-Tier Merger" means the merger of Interim with and into Leeds
Savings with Leeds Savings as the surviving association.
5. Article II Sections 2.01(a) and 2.01(b) of the Agreement shall be
amended by deleting existing Section 2.01(a) and Section 2.01(b) in their
entirety and adding a new Section 2.01(a) and 2.01(b), to read as follows:
(a) The Mid-Tier Merger. Leeds Bankshares will exchange its Federal
stock holding company charter for an interim stock savings association
charter to become Interim, and Interim shall merge with and into Leeds
Savings with Leeds Savings as the surviving association pursuant to the
merger agreement substantially in the Form of Exhibit A hereto. Thereafter,
Leeds Savings shall be a wholly-owned subsidiary of Leeds MHC. As a result
of the Mid-Tier Merger, the separate existence of Leeds Bankshares and
Interim shall cease, and all of the property (real, personal and mixed),
rights, powers, duties and obligations of Leeds Bankshares and Interim
shall be transferred to and assumed by Leeds Savings as the surviving
entity in the Mid-Tier Merger, without further act or deed, all in
accordance with the HOLA and regulations of the OTS.
(b) The MHC Merger. Immediately after the Mid-Tier Merger, Leeds MHC
shall merge with and into Northwest MHC with Northwest MHC as the surviving
entity pursuant to the merger agreement substantially in the form of
Exhibit B hereto. The separate existence of Leeds MHC shall cease, and all
of the property (real, personal and mixed), rights, powers and duties and
obligations of Leeds MHC shall be transferred to and assumed by Northwest
MHC as the surviving entity in the MHC Merger, without further act or deed,
all in accordance with the HOLA, and regulations of the OTS. As a result of
the MHC Merger, each borrower member of Leeds MHC and holder of a deposit
account in Leeds Savings as of the Merger Effective Date shall have the
same rights and privileges in Northwest MHC as if such borrowing and/or
deposit account, respectively, had been established at Northwest Bank, and
all deposit accounts established at Leeds Savings prior to the Merger
Effective Date shall confer on a depositor the same rights and privileges
in Northwest MHC as if such deposit account had been established at
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Northwest Bank on the date established at Leeds Savings and the borrower
members of Leeds MHC identified by Leeds prior to the Merger Effective Date
will be given subscription rights to the extent permitted by regulatory
authorities in any conversion of Northwest MHC to stock form that occurs
prior to any merger of Leeds Savings with and into Northwest Bank if such
borrowing remains outstanding at the time of such mutual-to-stock
conversion (collectively, the "Membership Conversion").
6. Section 2.02(a) of the Agreement shall be amended by deleting existing
paragraph 2.02(a)(i) in its entirety and adding a new Section 2.02(a)(i) to read
as follows:
(i) Each issued and outstanding share of Leeds Bankshares Common Stock
held by Leeds MHC shall be cancelled.
7. Section 2.02(a) of the Agreement shall be further amended by deleting
existing Section 2.02(a)(ii) in its entirety and adding a new Section
2.02(a)(ii) to read as follows:
(i) Each issued and outstanding share of Leeds Bankshares Common Stock
(except shares held by Leeds MHC and except as otherwise provided in this
subsection (a) of Section 2.02) shall cease to be outstanding, shall cease
to exist and shall be converted automatically into the right to receive
$32.00 in cash (the "Merger Consideration").
8. Section 2.02(a) of the Agreement shall be further amended by deleting
Section 2.02(a)(iii) in its entirety.
9. Section 2.03(c) of the Agreement shall be deleted and a new Section
2.03(c) added to read as follows:
On or prior to the Merger Effective Date, Leeds Bankshares shall, or
shall cause Leeds Savings Bank to, deposit or cause to be deposited in
trust with the Exchange Agent, an amount of cash equal to the Aggregate
Merger Consideration that Leeds Bankshares stockholders shall be entitled
to receive on the Merger Effective Date pursuant to Section 2.02 hereof.
10. The parties acknowledge and agree that all other provisions of the
Agreement shall remain in full force and effect, and that this Third Amendment
shall not constitute a waiver of any of the provisions of the Agreement as to
any matter, whether occurring prior or subsequent to the execution of this Third
Amendment; provided, however, that if either party would be forced to breach any
covenant, condition, representation or warranty of the Agreement in order to
perform the obligations required of such party contained in this Amendment then
this Amendment shall act as a waiver of such covenant, condition, representation
or warranty of the Agreement.
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IN WITNESS WHEREOF, the parties have caused this Third Amendment to be
executed by their duly authorized officers as of the day and year first above
written.
NORTHWEST SAVINGS BANK
/s/ William J. Wagner
--------------------------------
By: William J. Wagner, President
NORTHWEST BANCORP, INC.
/s/ William J. Wagner
--------------------------------
By: William J. Wagner, President
NORTHWEST BANCORP, MHC
/s/ William J. Wagner
--------------------------------
By: William J. Wagner, President
LEEDS FEDERAL SAVINGS BANK
/s/ Gordon E. Clark
--------------------------------
By: Gordon E. Clark, President
LEEDS FEDERAL BANKSHARES, INC.
/s/ Gordon E. Clark
--------------------------------
By: Gordon E. Clark, President
LEEDS FEDERAL BANKSHARES, MHC
/s/ Gordon E. Clark
--------------------------------
By: Gordon E. Clark, President
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EXHIBIT A
FORM OF
AGREEMENT OF MERGER BETWEEN
LEEDS INTERIM FEDERAL SAVINGS ASSOCIATION
AND
LEEDS FEDERAL SAVINGS BANK
THIS AGREEMENT OF MERGER (this "Mid-Tier Merger Agreement") dated as of
__________ __, 2002, is made by and between Leeds Federal Bankshares, Inc.
("Leeds Bankshares"), Leeds Interim Federal Savings Association ("Interim"), an
interim federal savings association, and Leeds Federal Savings Bank ("Leeds
Savings"), a federal savings bank.
R E C I T A L S :
1. Northwest Savings Bank, a Pennsylvania savings bank ("Northwest Bank"),
Northwest Bancorp, Inc., a Federal corporation ("Northwest Bancorp"), Northwest
Bancorp, MHC, a Federal mutual holding company ("Northwest MHC"), and Leeds
Federal Savings Bank, a Federal savings bank ("Leeds Savings"), Leeds Federal
Bankshares, Inc., a Federal corporation ("Leeds Bankshares"), and Leeds Federal
Bankshares, MHC, a Federal mutual holding company ("Leeds MHC") have executed
and delivered the Agreement and Plan of Merger dated as of August 16, 2001 and
amended on April 30, 2002 and August 28, 2002 (as amended, the "Merger
Agreement"), pursuant to which: (i) Leeds Bankshares shall exchange its stock
holding company charter for a federal interim stock savings association charter
to become Interim, and merge into Leeds Savings with Leeds Savings and the
surviving association; (ii) each issued and outstanding share of Leeds
Bankshares Common Stock held by Leeds MHC shall be cancelled; (iii) each issued
and outstanding share of Leeds Bankshares Common Stock (except shares held by
Leeds MHC) shall cease to be outstanding, shall cease to exist and shall be
converted into the right to receive $32.00 in cash; and (iv) immediately
thereafter, Leeds MHC shall merge with and into Northwest MHC with Northwest MHC
as the resulting entity.
2. At least two-thirds of the members of the boards of directors of Leeds
Bankshares, Interim and Leeds Savings have approved this Mid-Tier Merger
Agreement and authorized the execution and delivery of the Mid-Tier Merger
Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto have agreed as follows:
1. Merger. At and on the Mid-Tier Merger Effective Date (as defined below),
Interim shall merge with and into Leeds Savings (the "Mid-Tier Merger") with
Leeds Savings as the resulting entity. The separate existence of Interim shall
cease. On the Mid-Tier Merger Effective Date, each issued and outstanding share
of Leeds Bankshares Common Stock (except shares held by Leeds MHC), shall cease
to be outstanding, shall cease to exist and shall be converted automatically
into the right to receive $32.00 in cash, and each issued and outstanding share
of Leeds Bankshares Common Stock held by Leeds MHC shall be cancelled.
2. Effective Date. The Mid-Tier Merger Effective Date shall be the date,
after all regulatory approvals required in connection with the transactions
contemplated by the Merger Agreement have been received, upon which articles of
combination are filed with and endorsed by the Director of the Office of Thrift
Supervision.
3. Name. The name of the Resulting Institution shall be Leeds Federal
Savings Bank.
4. Offices. The main office of the Resulting Institution shall be 1101
Maiden Choice Lane, Baltimore, Maryland 20229.
5. Directors and Officers. The directors and officers of Leeds Savings
immediately prior to the Mid-Tier Merger Effective Date shall be the directors
and officers of the Resulting Institution after the Mid-Tier Merger Effective
Date.
6. Rights and Duties of the Resulting Institution. At the Mid-Tier Merger
Effective Date, Interim shall be merged with and into Leeds Savings, and Leeds
Savings shall be the Resulting Institution. The business of the Resulting
Institution shall be that of a Federal savings bank as provided in its charter.
All assets, rights, interests, privileges, powers, franchises and property
(real, personal and mixed) of Leeds Bankshares, Interim and Leeds Savings shall
be automatically transferred to and vested in the Resulting Institution by
virtue of such merger without any deed or other document of transfer. The
Resulting Institution, without any order or action on the part of any court or
otherwise and without any documents of assumption or assignment, shall hold and
enjoy all of the properties, franchises and interests, including appointments,
powers, designations, nominations and all other rights and interests as the
agent or other fiduciary in the same manner and to the same extent as such
rights, franchises, and interests and powers were held or enjoyed by Leeds
Bankshares, Interim and Leeds Savings. The Resulting Institution shall be
responsible for all of the liabilities, restrictions and duties of every kind
and description of Leeds Bankshares, Interim and Leeds Savings immediately prior
to the Mid-Tier Merger, including liabilities for all debts, obligations and
contracts of Leeds Bankshares, Interim and Leeds Savings, matured or unmatured,
whether accrued, absolute, contingent or otherwise and whether or not reflected
or reserved against on balance sheets, books or accounts or records of Leeds
Bankshares, Interim and Leeds Savings. All rights of creditors and other
obligees and all liens on property of Leeds Bankshares, Interim and Leeds
Savings shall be preserved and shall not be released or impaired.
7. Other Terms. All terms used in this Mid-Tier Merger Agreement shall,
unless defined herein, have the meanings set forth in the Merger Agreement.
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IN WITNESS WHEREOF, Leeds Bankshares, Interim and Leeds Savings have caused
this Mid-Tier Merger Agreement to be executed as of the date first above
written.
Leeds Bankshares, Inc.
ATTEST:
By:
- ------------------------------------- ---------------------------------------
Margaret Balsamo, Corporate Secretary Gordon E. Clark, President
Leeds Interim Federal Savings Association
ATTEST:
By:
- ------------------------------------- ---------------------------------------
Margaret Balsamo, Corporate Secretary Gordon E. Clark, President
Leeds Federal Savings Bank
ATTEST:
By:
- ------------------------------------- ---------------------------------------
Margaret Balsamo, Corporate Secretary Gordon E. Clark, President
A-3
EXHIBIT B
FORM OF
AGREEMENT OF MERGER BETWEEN
LEEDS FEDERAL BANKSHARES, MHC
AND NORTHWEST BANCORP, MHC
THIS AGREEMENT OF MERGER (this "MHC Merger Agreement") dated as of
___________ __, 2002, is made by and between Leeds Federal Bankshares, MHC
("Leeds MHC"), a federal mutual holding company and Northwest Bancorp, MHC
("Northwest MHC"), a federal mutual holding company.
R E C I T A L S :
1. Northwest Savings Bank, a Pennsylvania savings bank ("Northwest Bank"),
Northwest Bancorp, Inc., a Federal corporation ("Northwest Bancorp"), Northwest
Bancorp, MHC, a Federal mutual holding company ("Northwest MHC"), and Leeds
Federal Savings Bank, a Federal savings bank ("Leeds Savings"), Leeds Federal
Bankshares, Inc., a Federal corporation ("Leeds Bankshares"), and Leeds Federal
Bankshares, MHC, a Federal mutual holding company ("Leeds MHC") have executed
and delivered the Agreement and Plan of Merger, dated as of August 16, 2001 and
amended on April 30, 2002 and August 28, 2002 (as amended, the "Merger
Agreement"), pursuant to which: (i) Leeds Bankshares shall exchange its stock
holding company charter for a federal interim stock savings association charter
to become an interim federal stock savings association ("Interim"), and Interim
will merge with and into Leeds Savings with Leeds Savings as the surviving
association; (ii) each issued and outstanding share of Leeds Bankshares Common
Stock held by Leeds MHC shall be cancelled; (iii) each issued and outstanding
share of Leeds Bankshares Common Stock (except shares held by Leeds MHC) shall
cease to exist and shall be converted into the right to receive $32.00 in cash;
and (iv) immediately thereafter, Leeds MHC shall merge with and into Northwest
MHC with Northwest MHC as the resulting entity;
2. At least two-thirds of the members of the boards of directors of Leeds
MHC and Northwest MHC have approved this MHC Merger Agreement and authorized the
execution and delivery of this MHC Merger Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto have agreed as follows:
1. Merger. At and on the MHC Merger Effective Date (as defined below),
Leeds MHC shall merge with and into Northwest MHC (the "MHC Merger") with
Northwest MHC as the resulting entity (the "Resulting Entity"). The separate
existence of Leeds MHC and shall cease. As a result of the MHC Merger, each
borrower member of Leeds MHC and holder of a deposit account in Leeds Savings as
of the Merger Effective Date shall have the same rights and privileges in
Northwest MHC as if such borrowing and/or deposit account, respectively, had
been established at Northwest Bank, and all deposit accounts established at
Leeds Savings prior to the Merger Effective Date shall confer on a depositor the
same rights and privileges in Northwest MHC as if such deposit account had been
established at Northwest Bank on the date
established at Leeds Savings and the borrower members of Leeds MHC identified by
Leeds prior to the Merger Effective Date will be given subscription rights to
the extent permitted by regulatory authorities in any conversion of Northwest
MHC to stock form that occurs prior to any merger of Leeds Savings with and into
Northwest Bank if such borrowing remains outstanding at the time of such
mutual-to-stock conversion.
2. Effective Date. The MHC Merger Effective Date shall be the date, after
all regulatory approvals required in connection with the transactions
contemplated by the Merger Agreement have been received, upon which the articles
of combination are filed with and endorsed by the Director of the Office of
Thrift Supervision.
3. Name. The name of the Resulting Entity shall be Northwest Bancorp, MHC.
4. Offices. The main office of the Resulting Entity shall be Liberty and
Second Streets, Warren, Pennsylvania.
5. Directors and Officers. The directors and officers of Northwest MHC
immediately prior to the Effective Date shall be the directors and officers of
the Resulting Entity after the Effective Date.
6. Rights and Duties of the Resulting Entity. At the MHC Merger Effective
Date, Leeds MHC shall be merged with and into Northwest MHC, and Northwest MHC
shall be the Resulting Entity. The business of the Resulting Entity shall be
that of a federal mutual holding company as provided in its charter. All assets,
rights, interests, privileges, powers, franchises and property (real, personal
and mixed) of Leeds MHC and Northwest MHC shall be automatically transferred to
and vested in the Resulting Entity by virtue of such merger without any deed or
other document of transfer. The Resulting Entity, without any order or action on
the part of any court or otherwise and without any documents of assumption or
assignment, shall hold and enjoy all of the properties, franchises and
interests, including appointments, powers, designations, nominations and all
other rights and interests as the agent or other fiduciary in the same manner
and to the same extent as such rights, franchises, and interests and powers were
held or enjoyed by Leeds MHC and Northwest MHC. The Resulting Entity shall be
responsible for all of the liabilities, restrictions and duties of every kind
and description of Leeds MHC and Northwest MHC, immediately prior to the MHC
Merger, including liabilities for all debts, obligations and contracts of Leeds
MHC and Northwest MHC, matured or unmatured, whether accrued, absolute,
contingent or otherwise and whether or not reflected or reserved against on
balance sheets, books or accounts or records of Leeds MHC and Northwest MHC. All
rights of creditors and other obligees and all liens on property of Leeds MHC
and Northwest MHC shall be preserved and shall not be released or impaired.
7. Other Terms. All terms used in this MHC Merger Agreement shall, unless
defined herein, have the meanings set forth in the Merger Agreement.
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IN WITNESS WHEREOF, Leeds MHC and Northwest MHC have caused this MHC
Merger Agreement to be executed as of the date first above written.
Northwest Bancorp, MHC
ATTEST:
By:
- --------------------------------------- ----------------------------
Gregory C. LaRocca, Corporate Secretary William J. Wagner, President
Leeds Bankshares, MHC
ATTEST:
By:
- --------------------------------------- ----------------------------
Margaret Balsamo, Corporate Secretary Gordon E. Clark, President
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