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Title: |
Agreement and Plan of Merger |
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Date: |
2001 |
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Preview shows 5KB of 15KB total |
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$38 |
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ID: |
#829419 |
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AGREEMENT AND PLAN OF MERGER
LAKELAND BANK
(Receiving Bank)
and
THE NATIONAL BANK OF SUSSEX COUNTY
(Merging Bank)
This Agreement and Plan of Merger is made on the 2nd day of April, 2001,
between Lakeland Bank, a New Jersey state chartered banking association
("Lakeland"), and The National Bank of Sussex County, national banking
association ("NBSC").
I. BACKGROUND
-------------
Both Lakeland and NBSC are wholly-owned subsidiaries of Lakeland Bancorp,
Inc., a New Jersey bank holding company ("Bancorp"). Bancorp has determined that
it is in Lakeland's and NBSC's best interests to merge NBSC into Lakeland (the
"Merger").
NOW, THEREFORE, in consideration of these premises and the mutual covenants
contained herein, the parties agree as follows:
II. TERMS OF MERGER; CONVERSION OF SHARES
-----------------------------------------
2.1 The name of the merging bank is The National Bank of Sussex County.
NBSC has its principal office located at 3 Broad Street, Branchville, New Jersey
07826 and has branch offices located at the addresses listed on Exhibit A to
this Agreement.
2.2 The name of the receiving bank is Lakeland Bank. Lakeland has its
principal administration office located at 250 Oak Ridge Road, Oak Ridge, New
Jersey 07438, an address of record of One Lakeland Plaza, Newfoundland, New
Jersey 07435 and has branch offices located at the addresses listed on Exhibit B
to this Agreement.
2.3 Upon consummation of the Merger, the receiving bank shall be known as
Lakeland Bank.
2.4 At the effective time of the Merger, NBSC shall be merged into
Lakeland. Lakeland shall succeed to all of the rights, obligations, assets, and
liabilities of NBSC, as provided by law. The present certificate of
incorporation, by-laws, and directors of Lakeland shall not be changed by the
Merger. All officers of Lakeland prior to the Merger shall continue to serve as
officers of Lakeland after the Merger and certain officers of NBSC shall be
appointed as officers of Lakeland upon consummation of the Merger, as listed in
Section 2.6 hereof.
{PAGE}
2.5 The directors of the receiving bank shall be:
Mark J. Fredericks
Robert B. Nicholson
Arthur L. Zande
Roger Bosma
Bruce G. Bohuny
Mary Ann Deacon
John W. Fredericks
Paul P. Lubertazzi
Joseph O'Dowd
John Pier, Jr.
2.6 The officers of the receiving bank shall be:
John W. Fredericks - Chairman of the Board
Robert B. Nicholson - Vice Chairman of the Board
Arthur L. Zande - President
Bruce G. Bohuny - Vice President and Secretary
Jeffrey J. Buonforte - Executive Vice President and Chief Retail Officer
Joseph F. Hurley - Executive Vice President and Chief Financial Officer
Louis Luddecke - Executive Vice President and Chief Operations Officer
Steven Schachtel - President of Leasing Division
Robert A. Vandenbergh - Executive Vice President and Chief Lending Officer
Rita A. Myers - Controller
Michael Minatelli - Vice President
Kenneth M. Prestia - Vice President
Bradley Bloss - Vice President
Nikki Janosch - Vice President
Philip H. Davis - Vice President
Gerald Reiner - Vice President
Vincent Spero - Vice President
Donald Walsh - Vice President
Russell Dunn - Vice President
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