Exhibit 8.2
PLAN OF SHARE EXCHANGE
THIS PLAN OF SHARE EXCHANGE (the "Plan") is made and entered into this 16th
day of January, 2004, between Bank of Greeneville, a Tennessee banking
corporation ("Bank"), which has always been named such, and BG Financial Group,
Inc., a Tennessee corporation ("BHC"), which has always been named such.
W I T N E S S E T H:
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WHEREAS, the principal offices of Bank and BHC are located at ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; and
WHEREAS, the authorized capital stock of Bank consists of 6,000,000 shares
of Common Stock ("Bank Stock"), $0.333 par value, of which 2,291,700 shares are
issued and outstanding and 262,500 are reserved for stock options, and 1,000,000
shares of Preferred Stock, no designated par value, of which no shares are
issued or outstanding; and
WHEREAS, the authorized capital stock of BHC consists of 6,000,000 shares
of Common Stock ("BHC Stock"), $0.333 par value, of which 10 shares are issued
and outstanding, and 1,000,000 shares of Preferred Stock, no designated par
value, of which no shares are issued or outstanding; and
WHEREAS, the respective Boards of Directors and shareholders of Bank on
September 16, 2003, and January 15, 2004, respectively, and BHC on October 14,
2003, and October 14, 2003, respectively, have approved that Bank be acquired by
BHC (the "Share Exchange") and, by resolutions duly adopted, have approved and
adopted this Plan.
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements herein contained, and for the purpose of stating the method, terms
and conditions of the Share Exchange provided for herein, the mode of carrying
the same into effect, the manner and basis of converting and exchanging the
shares of Bank Stock as hereinafter provided, and such other provisions relating
to the Share Exchange as the parties deem necessary or desirable, the parties
hereto agree as follows:
ARTICLE I
SHARE EXCHANGE
Subject to the terms and conditions of this Plan and the Share Exchange
Agreement, at the Effective Time (as hereinafter defined), Bank stock shall be
exchanged with BHC stock pursuant to the provisions of, and with the effect
provided in, Tennessee Code ss.45-2-1314 and ss.▇▇-▇▇-▇▇▇ (said transaction
being hereinafter referred to as the "Share Exchange"). At the Effective Time,
the Bank Stock shall be acquired by BHC, and Bank shall become a wholly-owned
subsidiary of BHC as further described below.
ARTICLE II
CHARTER, BYLAWS, AND NAME
Upon and after the Effective Time, the Charter, Bylaws, and name of Bank
and of BHC in effect immediately prior to the Effective Time shall be the
Charter, Bylaws, and name of Bank and BHC in each case until further amended in
accordance with applicable law.
ARTICLE III
BOARD OF DIRECTORS AND OFFICERS
As of the Effective Time, the board of directors and officers of the Bank
and BHC shall consist respectively of those persons serving as directors and
officers of the Bank and BHC immediately prior to the Effective Time.
ARTICLE IV
CONVERSION AND EXCHANGE OF STOCK
1. As of the Effective Time of the Share Exchange, each share of Bank
Stock (or options to purchase Bank Stock) issued and outstanding
immediately prior to the Effective Time shall, by virtue of the Share
Exchange becoming effective and without any action on the part of anyone,
be exchanged on a one-for-one basis for shares of BHC Stock (or options to
purchase BHC Stock). Previously outstanding shares of BHC Stock shall be
redeemed for $10.00 per share.
2. As soon as reasonably practicable after the Effective Time of the
Share Exchange, each registered holder of the outstanding Bank Stock shall
deliver, or cause to be delivered, to BHC, the certificates evidencing and
representing all shares of Bank Stock which were validly issued and
outstanding and held by such holder immediately prior to the Effective Time
of the Share Exchange, and BHC shall take prompt action to process such
certificates evidencing and representing Bank Stock received by it
(including the prompt return of defective submissions with instructions as
to those actions which may be necessary to remedy such defects). Upon
receipt of the proper submission of the certificates formerly representing
and evidencing Bank Stock, BHC shall, on or prior to the 30th day after the
Effective Time of the Share Exchange, mail to the former Bank shareholders
in exchange for Bank Stock formerly owned by them, certificates for shares
of BHC Stock. Alternatively, BHC may send stickers to each Bank shareholder
to be applied to the certificate of Bank Stock, which stickers will
indicate that the certificates now represent a like number of shares of BHC
Stock. After the Effective Time of the Share Exchange and until properly
surrendered to BHC, each outstanding certificate or certificates which
formerly evidenced and represented the Bank Stock, subject to the
provisions of this Section, shall be deemed for all corporate purposes to
represent the shares of BHC Stock into which such holder's Bank Stock were
converted and aggregated at the Effective Time of the Share Exchange. The
registered holder of any certificate(s) representing Bank Stock which shall
have been lost or destroyed may be subject to the provisions of this
Section, obtain his or her certificate for BHC Stock provided that such
shareholder(s) shall deliver to the Exchange Agent: (i) a sworn statement
certifying such loss or destruction and specifying the circumstances
thereof and (ii) an indemnity or lost instrument bond in form satisfactory
to BHC which has been duly executed by a corporate surety satisfactory to
BHC, indemnifying the Bank and BHC (and their respective successors) to
their satisfaction against any loss or expense which any of them may incur
as a result of such lost or destroyed certificates being thereafter
presented. Any costs or expenses which may arise from such procedure,
including the premium on the lost instrument bond, shall be for the account
of the shareholder.
3. At the Effective Time of the Share Exchange, the stock transfer books
of Bank shall be closed and no transfer of Bank Stock shall be made
thereafter except by BHC.
4. Notwithstanding anything to the contrary herein, any holder of Bank
Stock who shall comply strictly with the provisions of T.C.A. ss.45-2-1309
and ss.▇▇-▇▇-▇▇▇, et seq. shall be entitled to dissent from the Share
Exchange and to seek those appraisal remedies afforded therein. However,
BHC shall not be obligated to consummate the Share Exchange if the holders
of more than 5% of the outstanding shares of Bank Stock issued and
outstanding immediately prior to the Effective Time shall have perfected
their dissenters' rights, and the perfected status of said dissenters'
rights shall have continued to the time of Closing.
ARTICLE V
EFFECTIVE TIME OF THE SHARE EXCHANGE
The Share Exchange shall be effective at the time and on the date that this
Plan is filed with the Commissioner of Financial Institutions for the State of
Tennessee (the "Commissioner") and then the Tennessee Secretary of State
pursuant to and together with the other documents specified in Tennessee Code
Section 45-2-1301, et seq. or such later time and date as the parties may agree.
ARTICLE VI
CONDITIONS PRECEDENT
The obligations of Bank and BHC to effect the Share Exchange as herein
provided shall be subject to the approval of the Commissioner, the approval of
the Federal Reserve System, and the approval of the shareholders of Bank and BHC
in accordance with federal and Tennessee law.
ARTICLE VII
TERMINATION
Anything contained in this Plan to the contrary notwithstanding, and
notwithstanding adoption hereof by the shareholders of Bank and BHC, this Plan
may be terminated and the Share Exchange abandoned upon the mutual consent of
the board of directors of Bank and BHC.
ARTICLE VII
MISCELLANEOUS
1. This Plan may be amended or supplemented at any time by mutual
agreement of Bank and BHC. Any such amendment or supplement must be in
writing and approved by their respective Boards of Directors.
2. Any notice or other communication required or permitted under this
Plan shall be given, and shall be effective, upon delivery to an officer of
a party.
3. The headings of the several Articles herein are inserted for
convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of this Plan.
4. This Plan may be executed in several counterparts, each of which shall
be deemed the original, but all of which together shall constitute one and
the same instrument.
5. This Plan shall be governed by and construed in accordance with the
laws of the State of Tennessee applicable to agreements made and entirely
to be performed in such state, except to the extent federal law may be
applicable.
ADDITIONAL INFORMATION
Additional copies of all information, including financial projections
provided to the Federal Reserve Board may be obtained by writing or calling BG
Financial Group, Inc. Inc., c/o Bank of Greeneville, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
BANK OF GREENEVILLE
By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: President
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ATTEST:
/s/ ▇▇▇ ▇▇▇▇▇▇▇
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Cashier or Secretary
BG FINANCIAL GROUP, INC.
By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: President
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ATTEST:
/s/ ▇▇▇ ▇▇▇▇▇▇▇
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Cashier or Secretary