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Document Preview Agreement and Plan of Exchange |
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Title: |
Agreement and Plan of Exchange |
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Entities: |
Allegiant Bancorp Inc.; Allegiant Bancorp Inc/MO/; Federal National Mortgage Association; U.S. Bancorp; Thompson Coburn |
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Date: |
2002 |
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Size: |
Preview shows 13KB of 163KB total |
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Price: |
$50 |
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ID: |
#1543897 |
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AGREEMENT AND PLAN OF EXCHANGE
BY AND BETWEEN
FIRST BANKS, INC.,
A MISSOURI CORPORATION,
AND
ALLEGIANT BANCORP, INC.,
A MISSOURI CORPORATION
SEPTEMBER 17, 2002
<PAGE>
<PAGE>
TABLE OF CONTENTS
ARTICLE I. THE EXCHANGE
1.01 Transfer and Acquisition of Stock.........................1
1.02 Closing...................................................1
1.03 Purchase Price............................................2
1.04 Adjustments for Actual Net Equity.........................2
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLER
2.01 Organization and Authority................................4
2.02 Capital of the Bank.......................................4
2.03 Authorization.............................................4
2.04 The Bank Financial Statements.............................5
2.05 The Bank Reports..........................................6
2.06 Title to and Condition of Assets..........................6
2.07 Real Property.............................................6
2.08 Environmental Matters.....................................7
2.09 Taxes.....................................................8
2.10 Material Adverse Change...................................8
2.11 Loans, Commitments and Contracts..........................8
2.12 Absence of Defaults......................................11
2.13 Litigation and Other Proceedings.........................11
2.14 Compliance with Laws and Regulations.....................11
2.15 Labor....................................................12
2.16 Material Interests of Certain Persons....................12
2.17 Non-Performing Assets; Financial Assets..................12
2.18 Employee Benefit Plans...................................13
2.19 Conduct of the Bank Since June 30, 2002..................14
2.20 Absence of Undisclosed Liabilities.......................15
2.21 Tax Matters..............................................15
2.22 Brokers and Finders......................................16
2.23 Interest Rate Risk Management Instruments................16
2.24 Subsidiaries and Other Interests.........................16
- i -
<PAGE>
<PAGE>
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF ACQUIROR
3.01 Organization and Authority...............................16
3.02 Exchange Stock...........................................16
3.03 Authorization............................................16
3.04 Purchase for Investment..................................17
3.05 Tax Matters..............................................17
3.06 Brokers and Finders......................................18
ARTICLE IV. COVENANTS
4.01 Conduct of the Business of the Bank......................18
4.02 Access to Information....................................20
4.03 Further Assurances.......................................21
4.04 Confidentiality..........................................21
4.05 Environmental Reports....................................21
4.06 Additional Covenants.....................................22
4.07 Employee Benefits........................................24
4.08 Employment of Bank Employees by Seller...................24
4.09 Consents of Third Parties................................24
ARTICLE V. COVENANTS AND INDEMNITIES CONCERNING OTHER TAX MATTERS
5.01 Definitions..............................................24
5.02 Taxes - Preparation and Filing of Tax Returns, Payment
of Taxes, Adjustments, Audits and Controversies..........25
ARTICLE VI. CONDITIONS TO THE EXCHANGE
6.01 Conditions to Each Party's Obligation to Effect the
Exchange.................................................31
6.02 Conditions to the Obligation of Seller to Effect the
Exchange.................................................32
6.03 Conditions to the Obligation of Acquiror to Effect the
Exchange.................................................32
ARTICLE VII. TERMINATION AND ABANDONMENT
7.01 Termination..............................................33
7.02 Termination Fee..........................................34
- ii -
<PAGE>
<PAGE>
ARTICLE VIII. MISCELLANEOUS
8.01 Survival of Certain Representations, Warranties and
Agreements...............................................36
8.02 Fees and Expenses........................................36
8.03 Publicity................................................36
8.04 Execution in Counterparts................................37
8.05 Severability.............................................37
8.06 Notices..................................................37
8.07 Waivers..................................................38
8.08 Entire Agreement.........................................38
8.09 Arbitration..............................................38
8.10 Applicable Law...........................................39
8.11 Binding Effect, Benefits.................................39
8.12 Assignability............................................39
8.13 Amendments...............................................39
8.14 Article and Section Headings.............................39
8.15 Disclosure Schedule......................................39
8.16 Remedies for Breach......................................39
Signatures .......................................................41
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<PAGE>
<PAGE>
AGREEMENT AND PLAN OF EXCHANGE
AGREEMENT AND PLAN OF EXCHANGE ("Agreement") dated as of the 17th
day of September, 2002, between FIRST BANKS, INC., a Missouri corporation
("Acquiror"), and ALLEGIANT BANCORP, INC., a Missouri corporation
("Seller").
BACKGROUND
BANK OF STE. GENEVIEVE, a Missouri banking corporation (the
"Bank"), is wholly owned by Seller. For various reasons, including but not
limited to the market served and competition faced by the Bank, the Bank no
longer fits within Seller's business strategy, and Seller desires to
concentrate its business activities on other markets and Seller therefore
desires to convey to Acquiror, and Acquiror desires to acquire from Seller,
all of Seller's equity interests in the Bank. Acquiror and Seller are
entering into this Agreement that is intended to qualify as a nontaxable
distribution of stock of a controlled corporation under Section 355 of the
Internal Revenue Code of 1986, as amended (the "Code"), pursuant to which
Acquiror shall acquire from Seller and Seller shall transfer to Acquiror all
of the issued and outstanding shares of stock of the Bank, solely in
exchange for certain of the shares of the common stock of Seller held by
Acquiror.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants, agreements and conditions contained herein, and in
order to set forth the terms and conditions of the share exchange and in
order to carry the same into effect, the parties hereto hereby agree as
follows:
ARTICLE I.
THE EXCHANGE
1.01 Transfer and Acquisition of Stock. Subject to the terms
---------------------------------
and conditions of this Agreement, on the Closing Date (as hereinafter
defined), the Seller agrees to convey, assign, transfer and deliver to
Acquiror, and Acquiror agrees to acquire, receive and accept assignment,
transfer and delivery of, the Bank Common Stock (as hereinafter defined) in
exchange for the Exchange Stock (as hereinafter defined) (the "Exchange").
For purposes of this Agreement: (i) the "Bank Common Stock" means all of the
outstanding common stock of the Bank, (ii) "Seller Common Stock" means the
common stock, par value $0.01 per share, of Seller, and (iii) "Exchange
Stock" means 974,150 shares of Seller Common Stock to be delivered by
Acquiror to Seller at the Closing (as hereinafter defined) in consideration
and exchange for the Bank Common Stock in accordance with Section 1.03(b).
1.02 Closing. The closing of the transactions contemplated by
-------
this Agreement (the "Closing") shall take place at the offices of Thompson
Coburn LLP located at One US Bancorp Plaza, St. Louis, Missouri, commencing
at 10:00 A.M. on either (i) one of the last five (5) business days of the
month or (ii) the first business day of the month following the month, in
either case, during which each of the conditions in Sections 6.01, 6.02 and
6.03 is satisfied or
<PAGE>
<PAGE>
waived by the appropriate party, or on such other date as Acquiror and
Seller may agree (the "Closing Date"). The Exchange shall be effective upon
the completion of the Closing (the "Effective Time").
1.03 Purchase Price.
--------------
(a) At the Closing, in consideration of the conveyance,
transfer and assignment of the Exchange Stock, and in full payment for it
(subject to Section 1.04), Seller shall deliver to Acquiror certificates for
the Bank Common Stock representing all of the issued and outstanding shares
of the Bank Common Stock. Such certificates shall be duly endorsed in blank
or accompanied by appropriate duly executed stock transfer powers executed
in blank.
(b) At the Closing, in consideration of the conveyance,
transfer and assignment of the Bank Common Stock, and in full payment for it
(subject to Section 1.04), Acquiror shall deliver to Seller certificates
representing, in the aggregate, the Exchange Stock. Such certificates shall
be duly endorsed in blank or accompanied by appropriate duly executed stock
transfer powers executed in blank. The aggregate shares of Exchange Stock
being paid as consideration are herein collectively referred to from time to
time as the "Purchase Price." The Exchange Stock shall be appropriately
adjusted in the event of stock dividends, stock splits, reverse stock
splits, recapitalizations or other changes in the capitalization of Seller
between the date hereof and the Closing Date.
1.04 Adjustments for Actual Net Equity.
---------------------------------
(a) At the Closing, Seller shall deliver to Acquiror a balance
sheet of the Bank as of the Closing Date (the "Closing Balance Sheet")
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