EXHIBIT 2.3
AMENDMENT
TO
AGREEMENT AND PLAN OF SHARE EXCHANGE
THIS AMENDMENT TO AGREEMENT AND PLAN OF SHARE EXCHANGE (the
"Amendment") is executed and delivered as of August 1, 2002, by and between
COMMUNITY FIRST, INC., a Tennessee corporation and bank holding company (the
"Company") and COMMUNITY FIRST BANK & TRUST, a Tennessee chartered banking
corporation (the "Bank").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and the Bank entered into that certain Agreement
and Plan of Share Exchange dated as of April 16, 2002, pursuant to which the
Company and the Bank are to enter into a share exchange pursuant to which the
Company will become the sole shareholder of the Bank and each of the
shareholders of the Bank immediately prior to the effectiveness of the share
exchange will become shareholders of the Company rather than the Bank upon
completion of the share exchange (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement to provide that it
shall not be necessary for new stock certificates of the Company to be issued in
connection with the share exchange but rather that the existing certificates
evidencing Bank stock shall upon the effectiveness of the share exchange be
deemed to represent Company stock;
NOW, THEREFORE, in consideration of the foregoing, the mutual
agreements contained herein, and other good and valuable consideration the
receipt and sufficiency of all of which are hereby acknowledged, the parties
hereto agree as follows:
1. Section 1.01(b)(ii) of the Agreement is hereby deleted in its
entirety and replaced with the following:
(ii) After the Effective Time the Company shall
be the sole shareholder of the Bank and no Bank Shareholder
shall have any rights arising out of or relating to Bank Stock
except that such Bank Shareholder shall thereafter be deemed
to be a shareholder of the Company with the same number of
shares of Company Stock as such Bank Shareholder owned of Bank
Stock immediately prior to the Effective Time. Each
certificate evidencing Bank Stock outstanding immediately
prior to the Effective Time shall be deemed thereafter to
represent Company Stock (and not Bank Stock) without any
further action by the Company, the Bank, or the Bank
Shareholder and without issuance of new certificates by the
Company.
2. Section 1.02 of the Agreement is hereby deleted in its
entirety and replaced with the following:
1.02 Deliveries. At the Closing, or as soon as
practicable thereafter, the Company shall deliver to Bank
Shareholders a Shareholder Information Letter in substantially
the form attached hereto as Exhibit B.
3. Section 3.06(c) of the Agreement is hereby deleted in its
entirety and replaced with the following:
(c) Shareholder Information Letter. Shareholder
Information Letters in the form attached hereto as Exhibit B,
ready for mailing to the Bank Shareholders which shall explain
the nature of the Share Exchange and the effects thereof.
4. The words "Transmittal Letter" in the Index of Exhibits
attached to the Agreement are hereby deleted and replaced with the words
"Shareholder Information Letter."
5. Exhibit "B" to the Agreement is hereby replaced with the
Exhibit "B" attached hereto.
6. Except as amended herein, the Agreement shall continue in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date indicated above.
COMMUNITY FIRST, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, President
COMMUNITY FIRST BANK & TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, President
2
EXHIBIT "B"
COMMUNITY FIRST BANK & TRUST
AND
COMMUNITY FIRST, INC.
COLUMBIA, TENNESSEE
SHAREHOLDER INFORMATION LETTER
AUGUST __, 2002
Dear Shareholder:
On April 16, 2002, the Board of Directors of Community First Bank &
Trust (the "Bank") entered into an Agreement and Plan of Share Exchange whereby
the shares of the Bank's common stock would be exchanged, share-for-share, for
shares in a new bank holding company, Community First, Inc. (the "Company"). The
Board of Directors believes that the formation of the bank holding company will
provide additional potential for growth and better service to the Bank's
customers.
THE SHARE EXCHANGE WAS UNDERTAKEN IN ORDER TO FACILITATE THE FORMATION
OF THE COMPANY AS A ONE-BANK HOLDING COMPANY THAT NOW OWNS 100% OF THE VOTING
SHARES OF THE BANK'S COMMON STOCK. YOU NOW OWN SHARES OF COMPANY STOCK RATHER
THAN BANK STOCK. YOUR PERCENTAGE OF OWNERSHIP OF THE COMPANY IS EXACTLY THE SAME
AS YOUR PERCENTAGE OF OWNERSHIP OF THE BANK PRIOR TO THE EXCHANGE.
Under Tennessee law, approval by the shareholders of the Bank was not
required for this transaction because the former Bank shareholders hold after
the exchange the same number of shares of Company stock, with identical
designations, preferences, limitations, and relative rights with the same voting
power and rights to participate in distributions on dissolution, as they held of
Bank stock immediately prior to the exchange. Moreover, the charter and bylaws
of each of the Company and the Bank are the same in all material respects and
the directors of the Company and the Bank are the same. The Company has no
significant assets other than the stock of the Bank and, therefore, the Company
has substantially the same assets and liabilities on a consolidated basis as the
Bank had prior to the exchange.
On May 7, 2002, application was made to the Federal Reserve Bank of
Atlanta for permission to form the Company, and approval was made final on June
26, 2002. There was a 15-day waiting period after the approval date and the date
the transaction could be made effective. Articles of Share Exchange were filed
with the Tennessee Secretary of State on August 1, 2002.
YOU DO NOT NEED TO DO ANYTHING TO EFFECT THIS TRANSACTION. YOUR
CERTIFICATE THAT EVIDENCED OWNERSHIP OF BANK STOCK NOW EVIDENCES OWNERSHIP OF
COMPANY STOCK RATHER THAN BANK STOCK.
If you have any questions about this notice or the transaction
described, you may call ______________________ at 931-380-2265 or address your
questions in writing to Community First, Inc., Attention ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇, President ▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Community First Bank & Trust Community First, Inc.