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EXHIBIT 99.2
AGREEMENT OF BANK MERGER
This Agreement of Bank Merger is made by and between Hemet
Federal Savings & Loan Association, a federally chartered savings association
("Hemet"), and Guaranty Federal Bank, F.S.B., a federally chartered savings bank
("Guaranty") in connection with the transactions described in that Agreement and
Plan of Merger, dated as of November 14, 1998 (the "Merger Agreement") by and
among Temple-Inland Inc., a Delaware corporation ("TI"), HF Bancorp, Inc., a
Delaware corporation ("HFB"), Guaranty and Hemet. Terms not otherwise defined
herein shall have the meaning given them in the Merger Agreement.
As of the date hereof, Guaranty has authorized capital of
[________] shares of common stock, par value $1 per share (the "Guaranty
Stock"). As of the date hereof, [________] shares of Guaranty Stock are issued
and outstanding. As of the date hereof, Hemet has authorized capital stock of
15,000,000 shares of common stock, par value $.01 per share ("Hemet Stock"), of
which 1,000 shares are issued and outstanding, and 2,000 shares of serial
preferred stock of which no shares are outstanding.
As of the date hereof, collectively, Guaranty Holdings Inc. I and
Temple-Inland Financial Holdings Inc. own directly and TI owns indirectly all
the issued and outstanding stock of Guaranty, and HFB owns directly all of the
issued and outstanding stock of Hemet. Immediately prior to the Effective Time
of the Bank Merger, either HFB shall be merged with and into TI or a
wholly-owned subsidiary of TI or one of TI's subsidiaries, shall be merged with
and into HFB, depending upon certain calculations pursuant to the Merger
Agreement, with either TI or HFB being the resulting corporation, so that as of
the Effective Time of the Bank Merger, TI shall own directly or indirectly all
of the Guaranty Stock and all of the Hemet Stock.
Guaranty and Hemet hereby agree as follows:
1. Merger. At and on the Effective Time of the Bank Merger, Hemet shall
be merged with and into Guaranty in accordance with the terms hereof (the "Bank
Merger"). Guaranty, as the institution surviving the Bank Merger, shall be the
"Surviving Bank."
2. Effective Time. The effective time of the Bank Merger ("Effective
Time") shall be the date the articles of combination are endorsed by the Office
of Thrift Supervision (the "OTS") or such later date specified in such articles,
which shall be after approval of the Bank Merger by the OTS.
3. Name. The name of the Surviving Bank shall continue to be "Guaranty
Federal Bank, F.S.B.".
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4. Directors and Principal Officers. The directors and principal
officers of Guaranty immediately prior to the Effective Time of the Bank Merger
shall continue to serve as directors and principal officers of Guaranty after
the Effective Time of the Bank Merger. Guaranty, as the Surviving Bank, shall
have ___ directors. There shall be three classes of directors; members of each
class shall have a three-year term. The name, residential address and term of
each director is set forth below:
Term
Name Residential Address Expires
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[INSERT CORRECT INFORMATION AT TIME OF EXECUTION]
5. Offices. The location of the home office of the Surviving Bank shall
continue to be Dallas, Texas, and the offices of the Surviving Bank shall be:
Address City or Town State Zip Code
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6. Terms and Conditions of Bank Merger.
At the Effective Time of the Bank Merger:
(a) Each share of Hemet Stock outstanding immediately prior
to the Effective Time of the Bank Merger shall at the Effective Time of the Bank
Merger be canceled.
(b) Each share of Guaranty Stock issued and outstanding
immediately prior to the Effective Time of the Bank Merger shall remain
outstanding and unchanged and shall continue to be owned by either Guaranty
Holdings Inc. I or Temple-Inland Financial Holdings Inc, accordingly.
(c) Guaranty, as the Surviving Bank, may issue additional
capital stock to TI or a TI subsidiary.
7. Charter and Bylaws. At and after the Effective Time of the Bank
Merger, the Charter and Bylaws of Guaranty as in effect immediately prior to the
Effective Time of the Bank Merger shall continue to be the Charter and Bylaws of
the Surviving Bank until amended in accordance with law.
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8. Rights and Duties of the Surviving Bank. At the Effective Time of the
Bank Merger, Hemet shall be merged with and into Guaranty, which, as the
Surviving Bank, shall be the same association as Guaranty. The business of the
Surviving Bank shall be that of a federal savings bank chartered under the laws
of the United States and as provided for in the Charter of Guaranty as now
existing, the business of which shall be continued at its head office and at its
legally established branches and other offices. All assets, rights, privileges,
powers, franchises and property (real, personal and mixed) shall be
automatically transferred to and vested in the Surviving Bank by virtue of the
Bank Merger without any deed or other document of transfer. The Surviving Bank,
without any order or action on the part of any court or otherwise and without
any documents of assumption or assignment, shall hold and enjoy all of the
properties, franchises and interests, including appointments, powers,
designations, nominations and all other rights and interest as agent or other
fiduciary in the same manner and to the same extent as such rights, franchises
and interest and powers were held or enjoyed by Guaranty and Hemet,
respectively. The Surviving Bank shall be responsible for all the liabilities of
every kind and description of both Guaranty and Hemet immediately prior to the
Effective Time of the Bank Merger, including liabilities for all debts, savings
accounts, deposits obligations, and contracts of Guaranty and Hemet,
respectively, matured or unmatured, whether accrued, absolute, contingent or
otherwise and whether or not reflected or reserved against on balance sheets,
books or accounts or records of either Guaranty or Hemet. All rights of
creditors and other obligees and all liens on property of either Guaranty or
Hemet shall be preserved and shall not be released or impaired.
9. Execution. This Agreement of Bank Merger may be executed in any
number of counterparts each of which shall be deemed an original and all of such
counterparts shall constitute one and the same instrument.
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Dated as of _________, 199_.
GUARANTY FEDERAL BANK, F.S.B.
By:
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President and Chief Executive Officer
HEMET FEDERAL SAVINGS & LOAN
ASSOCIATION
By:
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President and Chief Executive Officer
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