Exhibit 10(d)
AGREEMENT AND PLAN OF MERGER AND CONSOLIDATION
INDIANA FEDERAL BANK FOR SAVINGS WITH AND INTO
PINNACLE BANK
UNDER THE CHARTER OF PINNACLE BANK
THIS AGREEMENT AND PLAN OF MERGER AND CONSOLIDATION (the "Plan of Merger"),
dated as of ________________, 199_, by and between the Board of Directors of
INDIANA FEDERAL BANK FOR SAVINGS, a federal savings bank ("IndFed Bank"), with
its principal office at 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, and
the Board of Directors of PINNACLE BANK, a Michigan banking corporation
("Pinnacle Bank"), with its principal office at 000 Xxxxxxxx Xxxxxx, Xx. Xxxxxx,
Xxxxxxxx 00000.
W I T N E S S E T H:
WHEREAS, Indiana Federal Corporation, a Delaware corporation and the parent
corporation of IndFed Bank, and Pinnacle Financial Services, Inc., a Michigan
corporation and the parent corporation of Pinnacle Bank, have entered into an
Agreement and Plan of Merger dated as of November 14, 1996 (the "Reorganization
Agreement"), providing for, among other things, the merger and consolidation of
IndFed Bank with and into, and under the charter of, Pinnacle Bank, with
Pinnacle Bank being the Surviving Bank; and
WHEREAS, Pinnacle Bank and IndFed Bank have determined that it is in their
mutual best interests to merge, with IndFed Bank being merged and consolidated
with and into, and under the charter of, Pinnacle Bank, with Pinnacle Bank being
the Surviving Bank.
NOW, THEREFORE, the plan for the consummation of such merger and
consolidation (the "Bank Merger") is as follows:
FIRST: The Consolidating Banks are Pinnacle Bank and IndFed Bank. Upon
the Bank Merger Effective Time (as hereinafter defined), IndFed Bank shall be
merged and consolidated with and into, and under the charter of, Pinnacle Bank
and Pinnacle Bank shall be the Surviving Bank.
SECOND: As to each Consolidating Bank, the designation and number of
outstanding shares of capital stock are as follows:
A. The total authorized capital stock of Pinnacle Bank immediately
prior to the Bank Merger Effective Time shall be _____ shares of common
stock, par value $_____ per share (the "Pinnacle Bank Common Stock"), all
of which immediately prior to the Bank Merger Effective Time shall be
issued and outstanding. All of the shares of Pinnacle Bank Common Stock
which are issued and outstanding as of the effective record
date may be voted at any meeting of the shareholder of Pinnacle Bank at
which this Plan of Merger is submitted for approval.
B. The total authorized capital stock of IndFed Bank immediately
prior to the Bank Merger Effective Time shall be _____ shares of common
stock, par value $_____ per share (the "IndFed Bank Common Stock"), all of
which immediately prior to the Bank Merger Effective Time shall be issued
and outstanding. All of the shares of IndFed Bank Common Stock which are
issued and outstanding as of the effective record date may be voted at any
meeting of the shareholder of IndFed Bank at which this Plan of Merger is
submitted for approval.
THIRD: The terms and conditions of the Bank Merger are as follows:
A. The Bank Merger shall be consummated and become effective,
subject to the terms and conditions of the Reorganization Agreement and
this Plan of Merger, following the Effective Time (defined herein as in the
Reorganization Agreement), which shall be held as provided in Section 1.13
of the Reorganization Agreement following, among other things, the
requisite approval of the transactions contemplated hereby by the
shareholders of IndFed Bank and Pinnacle Bank, and the receipt of all
requisite approvals, consents and licenses of all regulatory and other
governmental authorities for consummation of the Bank Merger. The time of
______, local time, on the day on which such Bank Merger shall become
effective is herein referred to as the "Bank Merger Effective Time".
B. At the Bank Merger Effective Time:
l. The Articles of Incorporation of Pinnacle Bank shall
thereupon be and constitute the Articles of Incorporation of the Surviving
Bank until the same shall thereafter be altered or amended in accordance
with applicable law.
2. The Bylaws of Pinnacle Bank shall thereupon be and
constitute the Bylaws of the Surviving Bank until the same shall thereafter
be altered, amended or repealed.
3. The directors of the Surviving Bank shall be the following
eighteen (18) persons: ____________, ____________, ____________,
____________, ____________, ____________, ____________, ____________,
____________, ____________, ____________, ____________, ____________,
____________, ____________, ____________, ____________, and ____________.
4. The officers of the Surviving Bank shall be those persons
who are appointed by the Board of Directors of
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the Surviving Bank promptly following the Bank Merger Effective Time.
C. From and after the Bank Merger Effective Time, the separate
existence of the Consolidating Banks shall cease and be merged and
consolidated into one, the Surviving Bank, which shall possess all of the
rights, privileges, powers and franchises as well of a public as of a
private nature, and shall be subject to all of the restrictions,
disabilities and duties of each of the Consolidating Banks so merged and
consolidated; and all and singular the rights, privileges, powers and
franchises of each of the Consolidating Banks, and all property, real,
personal and mixed, and all debts due to either of said Consolidating Banks
on whatever account, as well for stock subscriptions as all other things in
action or belonging to each of the Consolidating Banks shall, without the
necessity of delivery of any deeds, bills of sale or other instruments of
transfer, be vested in the Surviving Bank resulting from the Bank Merger;
and all property, rights, privileges, powers and franchises, and all and
every other interest shall be thereafter as effectually the property of the
Surviving Bank as they were of the several and respective Consolidating
Banks and the title to any real estate vested by deed or otherwise, in
either of such Consolidating Banks, shall not revert or be in any way
impaired by reason of the Bank Merger.
D. From and after the Bank Merger Effective Time, all rights of
creditors and all liens upon any property of either of the Consolidating
Banks shall be preserved unimpaired and all debts, liabilities and duties
of the respective Consolidating Banks shall thenceforth attach to said
Surviving Bank, and may be enforced against the Surviving Bank to the same
extent as if said debts, liabilities and duties had been incurred or
contracted by it.
E. From and after the Bank Merger Effective Time, any action or
proceeding, whether civil, criminal or administrative, pending by or
against either Consolidating Bank shall be prosecuted as if the Bank Merger
had not taken place, or the Surviving Bank may be substituted in such
action or proceeding in place of the Consolidating Bank as a party thereto.
F. At the Bank Merger Effective Time, each share of Pinnacle Bank
Common Stock authorized, issued and outstanding immediately prior to the
Bank Merger Effective Time shall by virtue of the Bank Merger and without
any action on the part of either of the Consolidating Banks, the Surviving
Bank, or the holder thereof automatically be converted into one (1) share
of common stock, par value $_____ per share, of the Surviving Bank.
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G. At the Bank Merger Effective Time, each share of IndFed Bank
Common Stock authorized, issued and outstanding immediately prior to the
Bank Merger Effective Time shall by virtue of the Bank Merger and without
any action on the part of either of the Consolidating Banks, the Surviving
Bank or the holder thereof automatically be cancelled, and such cancelled
share of IndFed Bank Common Stock shall not be converted into any shares of
capital stock or other securities of the Surviving Bank or any other
entity.
H. On the Bank Merger Effective Time, the holder of the certificate
representing shares of Pinnacle Bank Common Stock outstanding at such time
shall cease to have any rights with respect to such shares and its sole
rights shall be with respect to the shares of common stock, par value
$_____ per share, of the Surviving Bank into which its shares of Pinnacle
Bank Common Stock have been converted by the Bank Merger as hereinabove
provided.
I. As of the Bank Merger Effective Time, each certificate evidencing
shares of Pinnacle Bank Common Stock which have been converted into shares
of common stock, par value $_____ per share, of the Surviving Bank pursuant
to Subsection F of this Article Third shall by virtue of the Bank Merger
and without any action on the part of either of the Consolidating Banks,
the Surviving Bank, or the holder thereof automatically be deemed to
constitute, and shall at all times thereafter constitute, a certificate
representing the number of shares of common stock, par value $_____ per
share, of the Surviving Bank into which the shares of Pinnacle Bank Common
Stock have been converted by the Bank Merger as hereinabove provided. As
of said Bank Merger Effective Time, and at all times thereafter, each
certificate which represented issued and outstanding shares of Pinnacle
Bank Common Stock immediately prior to the Bank Merger Effective Time shall
be deemed for all purposes to evidence ownership of the shares of common
stock, par value $_____ per share, of the Surviving Bank into which such
shares of Pinnacle Bank Common Stock have been converted pursuant to the
Bank Merger.
FOURTH: This Plan of Merger will be terminated and the Bank Merger
abandoned automatically in the event of the termination or abandonment of the
Reorganization Agreement pursuant to the terms and conditions thereof.
FIFTH: Any of the terms or conditions of this Plan of Merger may be
waived at any time by whichever of the Consolidating Banks is, or the
shareholders of which are, entitled to the benefit thereof by action taken by
the Board of Directors of such Consolidating Banks or may be amended or modified
in whole or in any part at any time prior to or subsequent to the vote(s) of the
shareholder of IndFed Bank and/or the shareholder of Pinnacle Bank hereon by an
agreement in writing after authorization by the Boards of Directors of the
Consolidating Banks; PROVIDED, HOWEVER, that
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such action shall be taken by the Board of Directors of IndFed Bank and/or the
Board of Directors of Pinnacle Bank only if, in the judgment of such Board, such
waiver or such amendment or modification will not have a materially adverse
effect on the benefits intended under this Plan of Merger to the shareholder of
IndFed Bank or the shareholder of Pinnacle Bank, as the case may be.
SIXTH: If at any time the Surviving Bank shall consider or be advised
that any further assignments, conveyances or assurances in law are necessary or
desirable to vest, perfect or confirm of record in the Surviving Bank the title
to any property or rights of the Consolidating Banks or otherwise to carry out
the provisions hereof, the proper officers of the Consolidating Banks
immediately prior to the Bank Merger Effective Time shall execute and deliver
any and all proper deeds, assignments and assurances in law, and do all things
necessary or proper to vest, perfect or confirm title to such property or rights
in the Surviving Bank and otherwise to carry out the provisions hereof.
IN WITNESS WHEREOF, the respective Boards of Directors, Presidents and
Secretaries of Indiana Federal Bank for Savings and Pinnacle Bank have executed
this Agreement and Plan of Merger under the respective seals thereof, all as of
the day and year first above written.
Attest: INDIANA FEDERAL BANK FOR SAVINGS
By _________________________ By____________________________
Secretary President
____________________________ ________________________________
____________________________ ________________________________
____________________________ ________________________________
____________________________ ________________________________
____________________________ ________________________________
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____________________________ ________________________________
____________________________ ________________________________
The signatories above being not less than a majority of all of the Directors of
Indiana Federal Bank for Savings.
[Seal of Bank]
Attest: PINNACLE BANK
By _________________________ By _____________________________
Secretary President
____________________________ ________________________________
____________________________ ________________________________
____________________________ ________________________________
____________________________ ________________________________
____________________________ ________________________________
____________________________ ________________________________
The signatories above being not less than a majority of all of the Directors of
Pinnacle Bank.
[Seal of Bank]
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STATE OF INDIANA )
: ss.
COUNTY OF _________ )
On this ____ day of ___________, 199_, before me, a Notary Public for the
State and County aforesaid, personally came ________________, as President, and
________________, as Secretary, of Indiana Federal Bank for Savings, a federal
savings bank, and each in his said capacity acknowledged the foregoing
instrument to be the act and deed of said corporation and the seal affixed
thereto to be its seal; and came also ____________, ____________, ____________,
____________, ____________, ____________, ____________, ____________,
____________, ____________, ____________, ____________, ____________,
____________, ____________, ____________, and ____________, being not less than
a majority of the entire Board of Directors of said corporation, and each of
them acknowledged said instrument to be the act and deed of said corporation and
of himself/herself as director thereof.
WITNESS my official seal and signature this day and year aforesaid.
(Seal of Notary) ______________________________
, Notary Public
_____________ County, Indiana
My Commission Expires: _______
STATE OF MICHIGAN )
: ss.
COUNTY OF _________ )
On this ____ day of ____________, 199_, before me, a Notary Public for the
State and County aforesaid, personally came ________________, as President, and
___________________, as Secretary, of Pinnacle Bank, a Michigan banking
corporation, and each in his said capacity acknowledged the foregoing instrument
to be the act and deed of said corporation and the seal affixed thereto to be
its seal; and came also ____________, ____________, ____________, ____________,
____________, ____________, ____________, ____________, ____________,
____________, ____________, ____________, ____________, ____________,
____________, ____________, and ____________, being not less than a majority of
the entire Board of Directors of said corporation, and each of them acknowledged
said instrument to be the act and deed of said corporation and of
himself/herself as director thereof.
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WITNESS my official seal and signature this day and year aforesaid.
(Seal of Notary) ______________________________
, Notary Public
_____________ County, Michigan
My Commission Expires: _______
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