EXHIBIT 2.2
CONSOLIDATION AGREEMENT
This is a Consolidation Agreement dated as of the of , 2001 by
and between STURGIS BANK & TRUST COMPANY, a Michigan savings bank ("Bank"), and
STB INTERIM BANK, a Michigan savings bank and wholly-owned subsidiary of STURGIS
BANCORP, INC. ("New Bank"), and joined in by STURGIS BANCORP, INC., a Michigan
Corporation and Registered Bank Holding Company ("Bancorp").
The Bank is a Michigan savings bank with its principal office in the City
of Sturgis, Michigan, with an authorized capital of Four Million ($4,000,000.00)
Dollars consisting of four million (4,000,000) shares of common stock, par value
one ($1.00) dollar per share ("Bank Common Stock"), of which 3,101,534 shares
are issued and outstanding. The New Bank is a Michigan savings bank, organized
under the provisions of Section 706 of the Michigan Savings Bank Act, as amended
("Act") for the sole purpose of effecting this consolidation, with an authorized
capital of Ten ($10.00) Dollars, consisting of ten (10) shares of common stock,
par value One ($1.00) Dollar per share, which shares are, or will at the time of
consolidation be, issued and outstanding.
A majority of the entire Board of Directors of the Bank and the New Bank
have, respectively, approved, made and executed this Consolidation Agreement and
authorized its execution by the Bank and the New Bank, and a majority of the
entire Board of Directors of Bancorp has approved this Consolidation Agreement
and the undertakings of Bancorp herein set forth and has authorized Bancorp, by
execution hereof, to join in and be bound hereby.
At the time the consolidation becomes effective, and as when required by
the provisions of this Consolidation Agreement, Bancorp will issue shares of its
common stock, One ($1.00) Dollar par value per share ("Bancorp Common Stock")
which the shareholders of the Bank shall be entitled to receive as hereinafter
provided and will carry out the other obligations required of Bancorp by the
terms of this Consolidation Agreement.
Accordingly, the parties agree as follows:
1. Consolidation. The New Bank and the Bank shall be consolidated
into a single bank under the charter of the Bank and the name of the Bank
in accordance with provisions of the Act ("Consolidation"). The
consolidated organization is sometimes referred to as the "Consolidated
Bank."
2. Charter. The charter of the Consolidated Bank shall be the charter
of the Bank with changes and amendments as may be made by this
Consolidation Agreement or is may be required in order to conform such
charter with the provisions of this Consolidation Agreement.
3. Name. The name of the Consolidated Bank shall be "Sturgis Bank &
Trust."
4. Effective Date of Consolidation. At the effective date of the
consolidation ("Consolidation Date"), the corporate existence of the New
Bank and the Bank shall be consolidated into and continue into Consolidated
Bank, and the consolidation shall have the effect set forth in this
Agreement and under the Act including, without limitation all of the
following:
(a) The Consolidated Bank shall possess all of the rights,
interest, privileges, powers and franchises and is subject to all the
restrictions, disabilities, liabilities and duties of each of Sturgis
and New Bank. The title to all property, real, personal and mixed is
transferred to the Consolidated Bank and shall not revert or be in any
way impaired by reason of the consolidation.
(b) The Consolidated Bank shall hold and enjoy the same and all
rights of property, franchises and interest including appointments,
designations and nominations and all other rights and interest in any
fiduciary capacity, in the same manner into the same extent of those
rights and interest were held or enjoyed by each of Sturgis and New
Bank at the time of Consolidation.
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5. Principal Office and Branches. The principal office of the
Consolidated Bank shall be the principal banking office presently occupied
by the Bank in the City of Sturgis, Michigan, and the branches of the
Consolidated Bank shall be all the branches of the Bank in operation at the
Consolidation Date and such other branches as may be duly authorized and
established from time to time.
6. Capital. The authorized capital of the Consolidated Bank shall be
Three Million One Hundred One Thousand Five Hundred Thirty-Four
($3,101,534.00) Dollars consisting of 3,101,534 shares of common stock, par
value one dollar per share.
7. Directors and Officers. The Board of Directors of the Bank shall
continue to serve as the Board of Directors of the Consolidated Bank. The
officers of the Consolidated Bank shall be the same persons, holding the
same offices, as the officers immediately prior to the Consolidation Date.
8. By-Laws. The By-laws of the Consolidated Bank shall be the By-laws
of the Bank in effect immediately prior to the Consolidation Date with
changes and amendments as may be made by this Consolidation Agreement or is
may be required in order to conform such charter with the provisions of
this Consolidation Agreement.
9. Conversions of Shares of Stock. The manner of converting the
shares of the Bank and the New Bank shall be as follows:
(a) New Bank Shares. As of Consolidation Date, the ten (10)
shares of One ($1.00) Dollar par value common stock of the New Bank
issued and outstanding shall be cancelled.
(b) Issuance of Consolidated Bank Shares. As of the
Consolidation Date, the Consolidated Bank shall issue 3,101,534 shares
of one ($1.00) dollar par value common stock of the Consolidated Bank
to Bancorp in consideration of the shares to be delivered to the Bank
shareholders under the terms of this Consolidation Agreement.
(c) Bank Shares. As of the Consolidation Date, the shares of
common stock, par value one ($1.00) dollar per share, of the Bank
issued and outstanding shall there upon and without any action by the
holders thereof be converted to the right to receive shares of common
stock of Bancorp on the basis of one (1) share of the common stock of
Bancorp for one (1) share of the common stock, par value one ($1.00)
dollar per share of the Bank. As soon as practical after the effective
time, EquiServe ("Bancorp Exchange Agent") will send a notice in
transmittal form to each Bank shareholder of record at the effect of
time advising such shareholder: (i) of the effectiveness of the
Consolidation and the procedure for surrendering to the Bancorp
Exchange Agent outstanding certificates formally representing Bank
common stock in exchange for new certificates of Bancorp Common Stock;
(ii) if applicable, of such shareholders' right under the act to
dissent within thirty (30) days of the Consolidation Date. Upon
surrender, each certificate representing Bank common stock shall be
cancelled.
10. Further Documentation. At the request of any party to this
Agreement, the other party shall execute, acknowledge and deliver such
other documents and/or the instruments as may be reasonably required by the
requesting party to carry out the purposes of this Agreement. In event any
party to this Agreement shall be involved in litigation, threatened
litigation or government inquiries with respect of the matter covered by
this Agreement, every other party to this Agreement shall also make
available to such party, at reasonable times and subject to reasonable
requirements of its own businesses, such of its personnel who may have
information relevant to such matters, prior to that such parties shall
reimburse the providing party for its reasonable cost for employee time
incurred in connection therewith if more than one business day is required.
Following the consolidation date, the parties will cooperate with each
other in connection with tax audits and in the defense of any legal
proceedings.
11. Employee Benefit Plans. All employee benefit plans maintained by
the Bank shall continue and shall be the plans of the Consolidated Bank,
until such time as such employee benefit plans are integrated, subject to
the terms and conditions specified in such plans and to such changes
therein as may be necessary to reflect the consummation of the
Consolidation.
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12. Shareholder Approval. The Consolidation shall be approved by the
shareholders of the Bank and the New Bank at separate meetings of such
shareholders, or in the case of New Bank by written consent of its sole
shareholder, Bancorp, at a meeting duly called and held in accordance with
the provisions of the Act and other applicable statutes. In order for the
consolidation to be effective, the consolidation must be approved by the
affirmative vote of the holders not less than two-thirds (2/3) of the
issued and outstanding shares of the common stock of the Bank, in the
issued and outstanding shares of the common stock of the New Bank.
13. Dissenters' Shares. Any shareholder of the Bank who votes against
the consolidation, or who has given notice in writing to the Bank at or
prior to the shareholders' meeting to be held for the purpose of
considering the Consolidation that he or she dissents from the
Consolidation, shall be entitled to receive in cash from the Consolidated
Bank the fair value of all shares held by him or her, if and when the
Consolidation is consummated, in accordance with the provisions of Section
706 of the Act. Shares held by a dissenting shareholder shall not be
converted into Bancorp Common Stock in cash in lieu of fractional shares.
14. Conditions Precedent to Consolidation. The consummation of the
Consolidation herein contemplated is conditioned upon each of the following
events:
(a) The approval of the shareholders of the Bank and the New Bank
is set forth above;
(b) The approval of the commissioner of the Office of Financial
and Insurance Services;
(c) Notification to, and lack of objection by, the Board of
Governors of the Federal Reserve System;
(d) The approval of the Federal Deposit Insurance Corporation
pursuant to the Federal Deposit Insurance Act, as amended;
(e) If the issuance of Bancorp Common Stock is subject to
securities laws of any state the issuance shall not be subject to a
stop order of any state's securities authority.
15. Period Termination of Agreement. This Consolidation Agreement may
be terminated at any time before the Consolidation Date by written notice
of either the Bank or Bancorp; provided that such notice has been
authorized and approved by the Board of Directors of the party giving such
notice. Upon such termination, neither the Bank, the New Bank or Bancorp,
nor any of their respective directors or officers, shall have any liability
by reason of this Consolidation Agreement or the termination thereof.
16. Expenses. Accept as otherwise provided herein, Sturgis shall pay
all costs and expenses incurred in connection with the transactions
contemplated hereby including but not limited to the costs and expenses of
printing and mailing the proxy statement/perspectives, and all filing and
other fees paid to the SEC in connection with the consolidation.
17. Effective Date of Consolidation. The Consolidation shall be
effective on such date as may be designated by the Department of Financial
Institutions of the Michigan Department of Consumer Industry Services.
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IN WITNESS WHEREOF, the bank and the new bank have caused this
Consolidation Agreement to be executed in counterparts by their duly authorized
officers and their corporate seals to be hereunto affixed as the date first
above written, and directors constituting the majority of the Board of Directors
of each such bank have hereunto subscribed their names.
STURGIS BANK & TRUST COMPANY
/s/ Leonard L. Eishen
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By: Leonard L. Eishen
Its: President
<Table>
Attest: DIRECTORS
/s/ Joyce A. Waltke /s/ Raymond H. Dresser
- -------------------------------------------- --------------------------------------------------------
Joyce A. Waltke, Secretary Raymond H. Dresser, Jr.
/s/ Leonard L. Eishen
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Leonard L. Eishen
/s/ Eric L. Eishen
--------------------------------------------------------
Eric L. Eishen
/s/ Lawrence A. Franks
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Lawrence A. Franks
/s/ Donald L. Frost
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Donald L. Frost
/s/ James A. Goethals
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James A. Goethals
/s/ Gary J. Malloy
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Gary J. Malloy
/s/ Philip G. Ward
--------------------------------------------------------
Philip G. Ward
</Table>
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STATE OF MICHIGAN, ss.
County of St. Joseph
On this 11th day of December, 2001 before me, a Notary Public, for the state and
county of fore said, personally came LEONARD L. EISHEN, as President and JOYCE
L. WALTKE, as Secretary, of STURGIS BANK & TRUST COMPANY, a Michigan savings
bank, and each and their said capacity acknowledge the foregoing instrument to
be the act and deed of said corporation and the seal affixed thereto to be a
seal; and came also RAYMOND H. DRESSER, JR., LEONARD L. EISHEN, ERIC L. EISHEN,
LAWRENCE A. FRANKS, DONALD L. FROST, JAMES A. GOETHALS, GARY J. MALLOY and
PHILIP G. WARD being not less than the majority of the entire Board of Directors
of said corporation, and each of them acknowledge said instrument to be act and
deed of said corporation and of himself as a director hereof.
/s/ Joyce L. Waltke
--------------------------------------
, Notary Public
St. Joseph County, Michigan
My commission expires:
JOYCE L. WALTKE
Notary Public, St. Joseph County, MI
My Commission Expires April 20, 2002
SBT INTERIM BANK
/s/ Leonard L. Eishen
--------------------------------------
By: Leonard L. Eishen
Its: President
<Table>
Attest: DIRECTORS
/s/ Joyce A. Waltke /s/ Raymond H. Dresser
- -------------------------------------------- --------------------------------------------------------
Joyce A. Waltke, Secretary Raymond H. Dresser, Jr.
/s/ Leonard L. Eishen
--------------------------------------------------------
Leonard L. Eishen
/s/ Lawrence A. Franks
--------------------------------------------------------
Lawrence A. Franks
/s/ James A. Goethals
--------------------------------------------------------
James A. Goethals
/s/ Gary J. Malloy
--------------------------------------------------------
Gary J. Malloy
</Table>
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STATE OF MICHIGAN, ss.
County of St. Joseph
On this 11th day of December 2001, before me, a Notary Public, for the state and
county of fore said, personally came LEONARD L. EISHEN, as President and JOYCE
L. WALTKE, as Secretary, of STURGIS INTERIM BANK, a Michigan savings bank, and
each and their said capacity acknowledge the foregoing instrument to be the act
and deed of said corporation and the seal affixed thereto to be a seal; and came
also RAYMOND H. DRESSER, JR., LEONARD L. EISHEN, LAWRENCE A. FRANKS, JAMES A.
GOETHALS and GARY J. MALLOY being not less than the majority of the entire Board
of Directors of said corporation, and each of them acknowledge said instrument
to be act and deed of said corporation and of himself as a director hereof.
/s/ Joyce L. Waltke
--------------------------------------
, Notary Public
St. Joseph County, Michigan
My commission expires:
JOYCE L. WALTKE
Notary Public, St. Joseph County, MI
My Commission Expires April 20, 2002
Sturgis Bancorp hereby joins the foregoing Consolidation Agreement and
undertakes it will be bound thereby and that it will do and perform all acts and
things therein referred to or provided it be done by it.
IN WITNESS WHEREOF, Sturgis Bancorp has caused this undertaking to be
executed in counterparts by its duly authorized officers as of the date first
above written.
STURGIS BANCORP, INC.
/s/ Leonard L. Eishen
--------------------------------------
By: Leonard L. Eishen
Its: President
Attest:
/s/ Joyce A. Waltke
- --------------------------------------------
Joyce A. Waltke, Secretary
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