EXHIBIT A
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WEBSTER CITY FEDERAL SAVINGS BANK
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of January 20, 1999, is
by and between WEBSTER CITY FEDERAL SAVINGS BANK, a federal stock savings bank
(the "Bank"); WEBSTER CITY FEDERAL BANCORP, a federal corporation in formation
(the "Stock Holding Company"), and WEBSTER CITY INTERIM SAVINGS BANK, FSB, an
interim federal stock savings bank in formation ("Interim").
The parties hereto desire to enter into an Agreement and Plan of
Reorganization whereby the Bank will be reorganized into the stock holding
company form of ownership. The result of such reorganization will be that
immediately after the Effective Date (as defined in Article V below), all of the
issued and outstanding shares of common stock, par value $.10 per share, of the
Bank will be held by the Stock Holding Company, and the holders of the issued
and outstanding shares of common stock of the Bank will become the holders of
the issued and outstanding shares of common stock of the Stock Holding Company.
The reorganization of the Bank will be accomplished by the following steps:
(1) the formation by the Bank of the Stock Holding Company as a wholly owned
subsidiary; (2) the formation of an interim federal stock savings bank,
"Interim," which will be wholly owned by the Stock Holding Company; and (3) the
merger of Interim into the Bank, with the Bank as the surviving corporation.
Pursuant to such merger: (i) each of the issued and outstanding shares of common
stock of the Bank will be converted by operation of law into an equal number of
issued and outstanding shares of common stock of the Stock Holding Company; and
(ii) each of the issued and outstanding shares of common stock of Interim will
be converted by operation of law into an equal number of issued and outstanding
shares of common stock of the Bank. Notwithstanding any other provision herein,
at any time prior to the Effective Date, the Bank shall be entitled to revise
the structure of the merger or the other transactions contemplated hereby or the
manner of effecting such transactions; provided, that each of the transactions
comprising such revised structure or manner shall not, as a result of such
revision, subject any of the stockholders of the Bank to adverse tax
consequences. This Agreement and Plan of Reorganization and any related
documents shall be appropriately amended in order to reflect any such revised
structure.
NOW, THEREFORE, in order to consummate this Agreement and Plan of
Reorganization, and in consideration of the mutual covenants herein set forth,
the parties hereto agree as follows:
ARTICLE I
MERGER OF INTERIM INTO
THE BANK AND RELATED MATTERS
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1.1 On the Effective Date, Interim will be merged with and into the Bank
(the "Merger") and the separate existence of Interim shall cease, and all assets
and property (real, personal and mixed, tangible and intangible, chooses in
action, rights and credits) then owned by Interim, or which would inure to it,
shall immediately, by operation of law and without any conveyance, transfer, or
further action, become the
property of the Bank. The Bank shall be deemed to be a continuation of Interim,
and the Bank shall succeed to the rights and obligations of Interim.
1.2 Following the Merger, the existence of the Bank shall continue
unaffected and unimpaired by the Merger, with all the rights, privileges,
immunities and powers, and subject to all the duties and liabilities, of a
corporation organized under Federal law. The Charter and Bylaws of the Bank, as
presently in effect, shall continue in full force and effect and shall not be
changed in any manner by the Merger.
1.3 From and after the Effective Date, and subject to the actions of the
Board of Directors of the Bank, the business presently conducted by the Bank
(whether directly or through its subsidiaries) will continue to be conducted by
it, as a wholly-owned subsidiary of the Stock Holding Company, and the present
directors and officers of the Bank will continue in their present positions. The
home office and branch offices of the Bank in existence immediately prior to the
Effective Date shall continue to be the home office and branch offices,
respectively, of the Bank from and after the Effective Date.
ARTICLE II
CONVERSION OF STOCK
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2.1 The terms and conditions of the Merger, the mode of carrying the
same into effect, and the manner and basis of converting the common stock of the
Bank into common stock of the Stock Holding Company pursuant to this Agreement
and Plan of Reorganization shall be as follows:
A. On the Effective Date, each share of common stock, par value $.10 per
share, of the Bank issued and outstanding immediately prior to the Effective
Date, shall by operation of law be converted into and shall become one share of
Common Stock, par value $0.10 per share, of the Stock Holding Company (the
"Stock Holding Company Common Stock"). Each share of common stock of Interim
issued and outstanding immediately prior to the Effective Date shall, on the
Effective Date, by operation of law be converted into and become one share of
common stock, $.10 par value per share, of the Bank and shall not be further
converted into shares of the Stock Holding Company, so that from and after the
Effective Date, all of the issued and outstanding shares of common stock of the
Bank shall be held by the Stock Holding Company.
B. On the Effective Date, the current stock option plans and recognition
plans of the Bank (collectively, the "Benefit Plans") shall, by operation of
law, be continued as Benefit Plans of the Bank and/or the Stock Holding Company.
Each option to purchase shares of the Bank common stock under the Bank's stock
option plan outstanding at that time will be automatically converted into an
identical option, with identical price, terms and conditions, to purchase an
identical number of shares of Stock Holding Company Common Stock in lieu of
shares of the Bank common stock. The Stock Holding Company and the Bank may make
appropriate amendments to the Benefit Plans to reflect the adoption of the
Benefit Plans as the plans of the Stock Holding Company, without adverse effect
on the Benefit Plans and their participants.
C. From and after the Effective Date, each holder of an outstanding
certificate or certificates that, prior thereto, represented shares of the Bank
common stock, shall, upon surrender of the same to the designated agent of the
Bank, be entitled to receive in exchange therefor a certificate or certificates
representing the number of whole shares of Stock Holding Company Common Stock
into which
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the shares theretofore represented by the certificate or certificates so
surrendered shall have been converted, as provided in the foregoing provisions
of this Section 2.1. Until so surrendered, each such outstanding certificate
which, prior to the Effective Date, represented shares of Bank common stock
shall be deemed for all purposes to evidence the ownership of the equal number
of whole shares of Stock Holding Company Common Stock. Former holders of shares
of Bank common stock will not be required to exchange their Bank common stock
certificates for new certificates evidencing the same number of shares of Stock
Holding Company Common Stock. If in the future the Stock Holding Company
determines to effect an exchange of stock certificates, instructions will be
sent to all holders of record of Stock Holding Company Common Stock.
D. All shares of Stock Holding Company Common Stock into which shares of
the Bank common stock shall have been converted pursuant to this Article II
shall be deemed to have been issued in full satisfaction of all rights
pertaining to such converted shares.
E. On the Effective Date, the holders of certificates formerly representing
the Bank common stock outstanding on the Effective Date shall cease to have any
rights with respect to the stock of the Bank common stock, and their sole rights
shall be with respect to the Stock Holding Company Common Stock into which their
shares of the Bank common stock shall have been converted by the Merger.
ARTICLE III
CONDITIONS
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3.1 The obligations of the Bank, Stock Holding Company and Interim to
effect the Merger and otherwise consummate the transactions which are the
subject matter hereof shall be subject to satisfaction
of the following conditions:
A. To the extent required by applicable law, rules, and regulations, the
holders of the outstanding shares of the Bank common stock shall, at a meeting
of the stockholders of the Bank duly called, have approved this Agreement and
Plan of Reorganization by the affirmative vote of a majority of the outstanding
shares of the Bank common stock.
B. Any and all approvals from the OTS, the Securities and Exchange
Commission and any other state or federal governmental agency having
jurisdiction necessary for the lawful consummation of the Merger and the
issuance and delivery of Stock Holding Company Common Stock as contemplated by
this Agreement and Plan of Reorganization shall have been obtained.
C. The Bank shall have received either (i) a ruling from the Internal
Revenue Service or (ii) an opinion from its legal counsel, to the effect that
the Merger will be treated as a non-taxable transaction under applicable
provisions of the Internal Revenue Code of 1986, as amended, and that no gain or
loss will be recognized by the stockholders of the Bank upon the exchange of the
Bank common stock held by them solely for Stock Holding Company Common Stock.
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ARTICLE IV
TERMINATION
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4.1 This Agreement and Plan of Reorganization may be terminated at the
election of any of the parties hereto if any one or more of the conditions to
the obligations of any of them hereunder shall not have been satisfied and shall
have become incapable of fulfillment and shall not be waived. This Agreement and
Plan of Reorganization may also be terminated at any time prior to the Effective
Date by the mutual consent of the respective Boards of Directors of the parties
hereto.
4.2 In the event of the termination of this Agreement and Plan of
Reorganization pursuant to any of the foregoing provisions, no party shall have
any further liability or obligation of any nature to any other party under this
Agreement and Plan of Reorganization.
ARTICLE V
EFFECTIVE DATE OF MERGER
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Upon satisfaction or waiver (in accordance with the provisions of this
Agreement and Plan of Reorganization) of each of the conditions set forth in
Article III, the parties hereto shall execute and cause to be filed the Merger
Agreement and such certificates or further documents as shall be required by the
OTS and applicable state law, and with such other federal or state regulatory
agencies as may be required. Upon approval by the OTS and endorsement of such
Merger Agreement by the OTS and, if necessary, applicable state authorities, the
Merger and other transactions contemplated by this Agreement and Plan of
Reorganization shall become effective. The Effective Date for all purposes
hereunder shall be the date of such endorsement by the OTS.
ARTICLE VI
MISCELLANEOUS
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6.1 Any of the terms or conditions of this Agreement and Plan of
Reorganization, which may legally be waived, may be waived at any time by any
party hereto that is entitled to the benefit thereof, or any of such terms or
conditions may be amended or modified in whole or in part at any time, to the
extent authorized by applicable law, by an agreement in writing, executed in the
same manner as this Agreement and Plan of Reorganization.
6.2 Any of the terms or conditions of this Agreement and Plan of
Reorganization may be amended or modified in whole or in part at any time, to
the extent permitted by applicable law, rules, and regulations, by an amendment
in writing, provided that any such amendment or modification is not materially
adverse to the Bank, the Stock Holding Company or their respective stockholders.
In the event that any governmental agency requests or requires that the
transactions contemplated herein be modified in any respect as a condition of
providing a necessary regulatory approval or favorable ruling, or that in the
opinion of counsel such modification is necessary to obtain such approval or
ruling, this Agreement and Plan of Reorganization may be modified, at any time
before or after adoption thereof by the stockholders of the
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Bank, by an instrument in writing, provided that the effect of such amendment
would not be materially adverse to the Bank, the Stock Holding Company or their
respective stockholders.
6.3 This Agreement and Plan of Reorganization shall be governed by and
construed under the laws of the United States, except insofar as state law is
deemed to apply.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
and Plan of Reorganization as of the date first above written.
WEBSTER CITY FEDERAL SAVINGS
BANK
By: /s/ Phyllis A. Murphy
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Phyllis A. Murphy
President and Chief Executive Officer
WEBSTER CITY FEDERAL BANCORP
(in formation)
By: /s/ Phyllis A. Murphy
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Phyllis A. Murphy
President and Chief Executive Officer
WEBSTER CITY INTERIM SAVINGS BANK,
FSB (in formation)
By: /s/ Phyllis A. Murphy
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Phyllis A. Murphy
President and Chief Executive Officer