FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This First Amendment to the Agreement and Plan of
Merger (this "Amendment") is entered into as of March 18, 1996 by
and among NORTHERN ILLINOIS FINANCIAL CORPORATION, an Illinois
corporation ("Northern Illinois"), PREMIER FINANCIAL SERVICES,
INC., a Delaware corporation ("Premier"), and GRAND PREMIER
FINANCIAL, INC., a Delaware corporation ("GPF").
WHEREAS, Northern Illinois, Premier and GPF have
entered into an Agreement and Plan of Merger, dated as of January
22, 1996 (the "Agreement"), providing for the merger of Northern
Illinois and Premier with and into GPF, subject to the terms and
conditions set forth therein; and
WHEREAS, Northern Illinois, Premier and GPF each
believe it to be in their best interests and in the best
interests of their respective stockholders to amend certain
provisions of the Agreement;
NOW THEREFORE, in consideration of the mutual
covenants, representations, warranties and agreements contained
herein, and intending to be legally bound hereby, the parties
agree as follows:
1. Amendments to Agreement. The Agreement is hereby
amended as follows:
1.1 Section 3.4 of the Agreement is amended by
deleting the same in its entirety and substituting in lieu
thereof the following:
3.4 Authority; No Violation. (a) Northern
Illinois has full corporate power and authority to
execute and deliver this Agreement and to consummate
the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly and
validly approved by the Board of Directors of Northern
Illinois. The Board of Directors of Northern Illinois
has directed that this Agreement and the transactions
contemplated hereby be submitted to Northern Illinois'
stockholders for approval at a meeting of such
stockholders and, except for the adoption of this
Agreement by the affirmative vote of the holders of (i)
at least 80% of the outstanding shares of Northern
Illinois Common Stock and (ii) a majority of the
outstanding shares of Northern Illinois Common Stock
not held by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and his "associates" and
"affiliates" (as defined in Section 7.85 of the IBCA
and Rule 12b-2 under the Exchange Act), no other
corporate proceedings on the part of Northern Illinois
are necessary to approve this Agreement and to
consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and
delivered by Northern Illinois and (assuming due
authorization, execution and delivery by Premier and
GPF) constitutes a valid and binding obligation of
Northern Illinois, enforceable against Northern
Illinois in accordance with its terms.
1.2. Section 3.5 of the Agreement is hereby amended by
deleting the same in its entirety and substituting in lieu
thereof the following:
3.5 Consents and Approvals. No consents or
approvals of or filings or registrations with any
court, administrative agency or commission or other
governmental authority or instrumentality (each a
"Governmental Entity") or with any third party are
necessary in connection with the execution and delivery
by Northern Illinois of this Agreement and the
consummation by Northern Illinois of the Merger and the
other transactions contemplated hereby except for (a)
the filing by GPF of an application with the Board of
Governors of the Federal Reserve System (the "Federal
Reserve Board") under the BHC Act and the approval of
such application, (b) the filing by Keeco, Inc., an
Illinois corporation, and Northland Insurance Agency,
Inc., an Illinois corporation, of an application with
the Federal Reserve System under the BHC Act and the
approval of such application, (c) the filing with the
Securities and Exchange Commission (the "SEC") of a
joint proxy statement in definitive form relating to
the meetings of Northern Illinois' and Premier's
stockholders to be held in connection with this
Agreement and the transactions contemplated hereby (the
"Joint Proxy Statement") and the registration statement
on Form S-4 (the "S-4") in which such Joint Proxy
Statement will be included as a prospectus, (d) the
filing of a registration statement on Form 8-A (the "8-
A") registering the GPF Common Stock under Section
12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), (e) the filing of
articles of merger with, and the issuance of a
certificate of merger by, the Illinois Secretary under
the IBCA, and the filing of a certificate of merger
with the Delaware Secretary pursuant to the DGCL, (f)
the filing of a consent to service of process, an
appointment of the Illinois Secretary as agent for
service of process, and an agreement with respect to
any Dissenting Shares required to be filed by GPF with
the Illinois Secretary pursuant to Section 11.35 of the
IBCA, (g) such filings and approvals as are required to
be made or obtained under the securities or "Blue Sky"
laws of various states in connection with the issuance
of the shares of GPF Common Stock and GPF Preferred
Stock pursuant to this Agreement, (h) the approval of
an application to list the GPF Common Stock on The
Nasdaq Stock Market's National Market, subject to
official notice of issuance, and (i) the approval of
this Agreement by the requisite vote of the
stockholders of Northern Illinois and Premier.
1.3. Paragraph (a) of Section 4.2 of the Agreement is
hereby amended by deleting the same in its entirety and
substituting in lieu thereof the following:
4.2 Capitalization. (a) The authorized capital
stock of Premier consists of 15,000,000 shares of
Premier Common Stock, of which, as of December 31,
1995, 6,544,347 shares were issued and outstanding, and
1,000,000 shares of Preferred Stock, par value $1.00
per share (the "Premier Preferred Stock", of which (i)
7,000 shares were designated and 5,000 shares were
issued and outstanding as Premier Series A Perpetual
Preferred Stock, (ii) 7,250 shares were designated and
issued and outstanding as Premier Series B Perpetual
Preferred Stock, and (iii) 2,000 shares were designated
and issued and outstanding as Premier Series D
Perpetual Preferred Stock. During the fiscal year
ended December 31, 1994, (i) Premier redeemed all 1,950
shares of Premier Series C Perpetual Preferred Stock,
with a par value of $1.00 and a stated value of $1,000
per share, that had previously been authorized and
issued, and such shares reverted to authorized but
unissued shares of Premier Preferred Stock in
accordance with the terms of the Certificate of
Designation establishing the Premier Series C Perpetual
Preferred Stock, and (ii) 1,300 shares of Premier
Series D Perpetual Preferred Stock were converted into
1,300 shares of Premier Series B Perpetual Preferred
Stock and such 1,300 shares of Series D Perpetual
Preferred Stock reverted to authorized but unissued
shares of Premier Preferred Stock, in accordance with
the terms and conditions of the Certificate of
Designation establishing the Premier Series D Perpetual
Preferred Stock. The shares of Premier Series B
Perpetual Preferred Stock and Premier Series D
Perpetual Preferred Stock are subject to a letter
agreement, dated as of the date of their issuance,
pursuant to which Premier has agreed to amend the terms
of the Premier Series B Perpetual Preferred Stock and
the Premier Series D Perpetual Preferred Stock to
provide for the payment of cumulative, rather than non-
cumulative dividends, at such time as such cumulative
preferred stock may be counted as "Tier 1 Capital"
under applicable regulations of the Federal Reserve
Board. As of December 31, 1995, no shares of Premier
Common Stock were held in treasury. On December 31,
1995, no shares of Premier Common Stock or Premier
Preferred Stock were reserved for issuance, except for
(i) 397,799 shares of Premier Common Stock reserved for
issuance upon the exercise of stock options pursuant to
the Premier Stock Plans, (ii) 763,157 shares of Premier
Common Stock reserved for issuance upon the conversion
of the Series B Perpetual Preferred Stock, (iii) the
shares of Premier Common Stock issuable pursuant to the
Premier Option Agreement, and (iv) 200,000 shares of
Premier Common Stock reserved for issuance pursuant to
the Premier Benefit plans, other than the stock option
plans. All of the issued and outstanding shares of
Premier Common Stock and Premier Preferred Stock have
been duly authorized and validly issued and are fully
paid, nonassessable and free of preemptive rights, with
no personal liability attaching to the ownership
thereof. As of the date of this Agreement, except for
the Premier Option Agreement, certain provisions of the
Certificates of Designation of the Premier Series B
Perpetual Preferred Stock and the Premier Series D
Perpetual Preferred Stock, and the Premier Stock Plans,
Premier does not have and is not bound by any
outstanding subscriptions, options, warrants, calls,
commitments or agreements of any character calling for
the purchase or issuance of any shares of Premier
Common Stock or Premier Preferred Stock or any other
equity securities of Premier or any securities
representing the right to purchase or otherwise receive
any shares of Premier Common Stock or Premier Preferred
Stock. Assuming compliance by Northern Illinois and
GPF with Article I of this Agreement, after the
Effective Time, there will not be any outstanding
subscriptions, options, warrants, calls, commitments or
agreements of any character by which Premier or any of
the Premier Subsidiaries will be bound calling for the
purchase or issuance of any shares of the capital stock
of Premier. Premier has previously provided Northern
Illinois with a list of the option holders, the date of
each option to purchase Premier Common Stock granted,
the number of shares subject to each such option, the
expiration date of each such option, and the price at
which each such option may be exercised under an
applicable Premier Stock Plan. Since September 30,
1995, Premier has not issued any shares of its capital
stock or any securities convertible into or exercisable
for any shares of its capital stock, other than
pursuant to the exercise of employee stock options
granted prior to such date.
1.4. Section 7.1 of the Agreement is hereby amended by
deleting paragraph (h) thereof.
1.5. The Agreement is amended by (i) deleting Exhibit G
as an exhibit thereto, (ii) re-lettering Exhibits H and I as
Exhibits G and H, respectively, (iii) deleting the reference to
Exhibit H in Section 7.2(e) of the Agreement and substituting in
lieu thereof a reference to Exhibit G, and (iv) deleting the
reference to Exhibit I in Section 7.3(e) of the Agreement and
substituting in lieu thereof a reference to Exhibit H.
1.6. The Agreement is amended by deleting the form of
Amended and Restated Certificate of Incorporation of Grand
Premier Financial, Inc. attached as Exhibit C thereto and
substituting in lieu thereof, as Exhibit C thereto, the form of
Amended and Restated Certificate of Incorporation of Grand
Premier Financial, Inc. attached to this Amendment.
2. Board Ratification. This Amendment and the
execution and delivery thereof are subject to ratification by the
Boards of Directors of each of Premier, Northern Illinois and
GPF.
3. References. All references in the Agreement to
"this Agreement" shall hereafter refer to the Agreement as
amended hereby.
4. Counterparts. This Amendment may be executed in
counterparts, all of which shall be considered one and the same
instrument, it being understood that all parties need not sign
the same counterpart.
IN WITNESS WHEREOF, Premier, Northern Illinois and GPF
have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the date first above
written.
PREMIER FINANCIAL SERVICES, INC. NORTHERN ILLINOIS
FINANCIAL
CORPORATION
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer President and Chief
Executive Officer
GRAND PREMIER FINANCIAL, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
