EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered
into this 25th day of April, 2005 by and between CFS Bancorp, Inc. ("CFS
Delaware"), a Delaware corporation and CFS Bancorp, Inc. ("CFS Indiana" or the
"Surviving Corporation"), an Indiana corporation.
W I T N E S S E T H:
WHEREAS, CFS Indiana is an Indiana corporation with its principal place
of business in Munster, Indiana and a wholly-owned subsidiary of CFS Delaware;
WHEREAS, CFS Delaware is a corporation incorporated under the laws of
the state of Delaware with its principal place of business in Munster, Indiana
and a savings and loan holding company;
WHEREAS, CFS Indiana and CFS Delaware desire to effect a transaction
whereby CFS Delaware will merge with and into and under the Articles of
Incorporation of CFS Indiana (the "Merger") and CFS Indiana will survive the
Merger and shall continue its existence under the laws of the State of Indiana;
WHEREAS, the Board of Directors of CFS Indiana has determined that it
is advisable and in the best interest of CFS Indiana to engage in the
transactions contemplated by this Agreement and has unanimously approved this
Agreement and has recommended its approval to the shareholders of CFS Indiana;
and
WHEREAS, the Board of Directors of CFS Delaware has determined that it
is advisable and in the best interest of CFS Delaware to engage in the
transactions contemplated by this Agreement and has unanimously approved this
Agreement and has recommended its approval to the shareholders of CFS Delaware.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
obligations herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, CFS Indiana and CFS
Delaware hereby make this Agreement and prescribe the terms and conditions of
the merger of CFS Delaware with and into CFS Indiana and the mode of carrying
the transaction into effect as follows:
ARTICLE I
THE MERGER
Upon the terms and subject to the conditions of this Agreement, at the
Effective Time (as defined herein), CFS Delaware shall be merged with and into
and under the Articles of Incorporation of CFS Indiana (the "Merger"). CFS
Indiana shall be the surviving corporation in
the Merger (the "Surviving Corporation") and shall continue its corporate
existence under the laws of the State of Indiana. At the Effective Time, the
separate corporate existence of CFS Delaware shall cease.
ARTICLE II
THE SURVIVING CORPORATION
SECTION 2.1 NAME AND OFFICES. Upon and following the Effective Time of
the Merger, the name of the Surviving Corporation shall be CFS Bancorp, Inc.,
and the business of the Surviving Corporation shall be the same business
conducted by CFS Delaware immediately prior to the Effective Time. The principal
office of the Surviving Corporation shall be located at 707 Ridge Road, Munster,
Indiana until such time as the Board of Directors designates otherwise.
SECTION 2.2 DIRECTORS OF THE SURVIVING CORPORATION. At the Effective
Time, each person who was a director of CFS Delaware immediately prior to the
Effective Time shall become a director of the Surviving Corporation and each
such person shall serve as a director of the Surviving Corporation for the
balance of the term for which such person was elected as a director of CFS
Delaware and until his or her successor is duly elected and qualified in the
manner provided in the Bylaws or the Articles of Incorporation of the Surviving
Corporation or as otherwise provided by law or until his or her earlier death,
resignation or removal in the manner provided in the Bylaws or the Articles of
Incorporation of the Surviving Corporation or as otherwise provided by law.
SECTION 2.3 OFFICERS OF THE SURVIVING CORPORATION. At the Effective
Time, each person who was an officer of CFS Delaware immediately prior to the
Effective Time shall become an officer of the Surviving Corporation with each
such person to hold the same office in the Surviving Corporation, in accordance
with the Bylaws thereof, as he or she held in CFS Delaware immediately prior to
the Effective Time until his or her successor is duly elected and qualified in
the manner provided in the Bylaws or the Articles of Incorporation of the
Surviving Corporation or as otherwise provided by law or until his or her
earlier death, resignation or removal in the manner provided in the Bylaws or
the Articles of Incorporation of the Surviving Corporation or as otherwise
provided by law.
SECTION 2.4 ARTICLES OF INCORPORATION AND BYLAWS.
(a) Articles of Incorporation. The Articles of Incorporation of CFS
Indiana in existence at the Effective Time shall remain the
Articles of Incorporation of the Surviving Corporation following
the Effective Time, until such Articles of Incorporation shall be
amended or repealed as provided therein or by applicable law.
(b) Bylaws. The Bylaws of the Surviving Corporation of CFS Indiana in
existence at the Effective Time shall remain the Bylaws of the
Surviving Corporation following the Effective Time, until such
Bylaws shall be amended or repealed as provided therein or by
applicable law.
SECTION 2.5 EFFECT OF THE MERGER. The effect of the Merger upon
consummation shall be as set forth in the Indiana Business Corporation Law, as
amended.
ARTICLE III
CAPITAL
SECTION 3.1 MANNER OF CONVERSION OF SHARES. Upon and by virtue of the
Merger becoming effective at the Effective Time,
(a) Each share of common stock of CFS Delaware issued and outstanding
immediately prior to the Effective Time shall be converted into one
fully paid and nonassessable share of common stock of CFS Indiana
by virtue of the Merger without any action on the part of the
holder thereof; and
(b) Each share of common stock of CFS Indiana issued and outstanding
immediately prior to the Effective Time shall be redeemed,
cancelled and retired and shall cease to exist by virtue of the
Merger without any action on the part of the holder thereof.
SECTION 3.2 EFFECT OF CONVERSION. At and after the Effective Time, each
share certificate which immediately prior to the Effective Time represented
outstanding shares of common stock of CFS Delaware ("Delaware Certificate")
shall be deemed for all purposes to evidence ownership of, and to represent, the
number of shares of common stock of CFS Indiana into which the shares of common
stock of CFS Delaware represented by such certificate immediately prior to the
Effective Time have been converted pursuant to Section 3.1 hereof. The
registered owner of any Delaware Certificate outstanding immediately prior to
the Effective Time, as such owner appears in the books and records of CFS
Delaware or its transfer agent immediately prior to the Effective Time, shall,
until such certificate is surrendered for transfer or exchange, have and be
entitled to exercise any voting and other rights with respect to and to receive
any dividends or other distributions on the shares of common stock of CFS
Indiana into which the shares represented by any such certificate have been
converted pursuant to Section 3.1 hereof.
SECTION 3.3 EXCHANGE OF CERTIFICATE. Each holder of a Delaware
Certificate shall, upon the surrender of such certificate to the Surviving
Corporation or its transfer agent for
cancellation after the Effective Time, be entitled to receive from the Surviving
Corporation or its transfer agent a certificate representing the number of
shares of common stock of CFS Indiana into which the shares of common stock of
CFS Delaware represented by such certificate have been converted pursuant to
Section 3.1 hereof.
SECTION 3.4 STOCK OPTIONS AND INCENTIVE PLANS. By virtue of the Merger
and without any action on the part of the holder, each right or option to
purchase shares common stock of CFS Delaware granted under CFS Delaware's 1998
Stock Option Plan and 2003 Stock Option Plan (collectively, the "Plans") or
otherwise as to which CFS Delaware or any of its affiliates has assumed or
incurred obligations (hereinafter collectively referred to as the "Options")
which is outstanding immediately prior to the Effective Time shall be converted
into and become a right or option to purchase the same number of shares of
common stock of CFS Indiana at the same option price per share and upon the same
terms and subject to the same conditions as are in effect at the Effective Time.
The Surviving Corporation shall reserve for purposes of the Options a number of
shares of stock, equal to the number of shares of common stock reserved by CFS
Delaware for issuance under the Options as of the Effective Time. As of the
Effective Time, CFS Indiana hereby assumes CFS Delaware's Plans and Options and
all obligations of CFS Delaware under the Options and under such Plans.
SECTION 3.5 OTHER EMPLOYEE BENEFIT PLANS. Upon the Effective Time, CFS
Indiana will assume all obligations of CFS Delaware under any and all employee
benefit plans in effect as of the Effective Time or with respect to which
employee rights or accrued benefits are outstanding as of the Effective Time.
ARTICLE IV
CONDITIONS PRECEDENT
The obligation of CFS Indiana and CFS Delaware to consummate the Merger
contemplated by this Agreement is subject to the receipt of all required
approvals of the stockholders of CFS Delaware and the sole shareholder of CFS
Indiana and the receipt of all appropriate orders, consents, approvals and
clearances from all necessary regulatory agencies and governmental authorities
whose orders, consents, approvals or clearances are required by law for
consummation of the Merger.
ARTICLE V
EFFECTIVE TIME
Subject to the terms and upon satisfaction of all requirements of law and the
conditions specified in this Agreement, the Merger shall become effective on the
date and at the time specified in the Articles of Merger filed with the Indiana
Secretary of State.
ARTICLE VI
TERMINATION
SECTION 6.1 MANNER OF TERMINATION. Notwithstanding approval of this
Agreement by the stockholders of CFS Delaware and the sole shareholder of CFS
Indiana, this Agreement may be terminated and the transactions contemplated
hereby may be abandoned at any time prior to the Effective Time if the Board of
Directors of CFS Indiana and CFS Delaware mutually agree in writing to terminate
this Agreement.
SECTION 6.2 EFFECT OF TERMINATION. Upon termination by written notice,
this Agreement shall be of no further force or effect, and there shall be no
further obligations or liabilities by reason of this Agreement or the
termination thereof on the part of any party hereto or their respective
directors, officers, employees, agents and shareholders, except for payment of
their respective expenses.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1 BINDING EFFECT. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.
SECTION 7.2 NOTICES. Any notices, request or instruction to be given
hereunder to any party hereto shall be in writing and delivered by hand to the
other party hereto and marked to the attention of the Chairman of the Board or
President of such party.
SECTION 7.3 AMENDMENTS; WAIVERS. No amendments of this Agreement shall
be binding unless executed in writing by all parties hereto. Any waiver of any
provision of this Agreement shall be in writing, and no waiver of any provision
shall be deemed a waiver of any other provision or constitute a continuing
waiver.
SECTION 7.4 SEVERABILITY. In case any one or more of the provisions
contained herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid, illegal or unenforceable provision or
provisions had ever been contained herein.
SECTION 7.5 GOVERNING LAW. This Agreement has been executed and
delivered in the State of Indiana and shall be construed and governed in
accordance with the laws of the State of Indiana, without reference to the
conflict or choice of law principles thereof.
SECTION 7.6 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.
* * *
IN WITNESS WHEREOF, CFS Indiana and CFS Delaware have made and entered
into this Agreement as of the day and year first above written and have caused
this Agreement to be executed and attested by their duly authorized officers.
CFS BANCORP, INC.
"CFS Delaware"
By: Thomas F. Prisby
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Printed: Thomas F. Prisby
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Its: Chairman & Chief Executive Officer
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ATTEST:
By: Monica F.Sullivan
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Printed: Monica F. Sullivan
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Its: Vice President - Corporate Secretary
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CFS BANCORP, INC.
"CFS Indiana"
By: Thomas F. Prisby
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Printed: Thomas F. Prisby
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Its: Chairman & Chief Executive Officer
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ATTEST:
By: Monica F. Sullivan
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Printed: Monica F. Sullivan
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Its: Vice President - Corporate Secretary
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