EXHIBIT 2.3
SECOND AMENDMENT TO THE
AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN FIRST AMERICAN FINANCIAL CORPORATION
AND GUARANTY BANCSHARES, INC.
This Second Amendment to the Agreement and Plan of Reorganization
Between First American Financial Corporation and Guaranty Bancshares, Inc. dated
April 23, 1999 (the "Agreement") was approved by First American Financial
Corporation ("First American") and Guaranty Bancshares, Inc. ("Buyer") and is
effective as of June 25, 1999.
SECTION 1. AMENDMENT. Pursuant to Section 11(d) of the Agreement, the
Agreement is hereby amended in the following respects:
a. The recital in the Agreement is hereby amended to alter the
structure of the merger and shall read in its entirety as follows:
NOW THEREFORE, in consideration of the premises, First
American and Buyer hereby agree that First American shall be merged
with and into a wholly-owned subsidiary of Buyer on the following terms
and conditions:
b. Section 1 of the Agreement regarding the mechanics of the
merger is hereby amended, and the new text of Section 1 shall read in
its entirety as follows:
SECTION 1: MERGER
(a) MERGER OF SUBSIDIARY OF BUYER INTO FIRST AMERICAN. Subject to the
terms and conditions of this Agreement, on the Closing Date (as defined
herein), First American shall be merged with and into a wholly-owned
subsidiary of Buyer pursuant to the provisions of and with the effect
provided in Part Five of the Texas Business Corporation Act (the
"TBCA").
(b) EFFECT OF MERGER. The specific Plan of Merger is set forth in
Exhibit A attached hereto and made a part hereof. The Merger shall have
the effects set forth in Part Five of the TBCA. On the Closing Date, a
wholly-owned subsidiary of Buyer shall continue as the corporation
surviving the Merger (the "Surviving Corporation") and the separate
corporate existence of First American shall cease. On the Closing Date,
all rights, title and interests to all real and personal property owned
by First American and said subsidiary shall be allocated to and vested
in the Surviving Corporation without reversion or impairment, without
further act or deed, and without any transfer or assignment having
occurred, but subject to any existing liens or encumbrances thereon. On
the Closing Date, all liabilities and obligations of First American and
said subsidiary shall be allocated to the Surviving Corporation and the
Surviving Corporation shall be the sole obligor therefor. Thereafter,
the Surviving Corporation shall be merged into Buyer.
(c) THE SURVIVING CORPORATION. The specific Plan of Merger is set forth
in Exhibit A attached hereto and made a part hereof. The established
office and facilities of the wholly-owned subsidiary of Buyer shall
continue as the office and facilities of the Surviving Corporation. The
Articles of Incorporation and Bylaws of said subsidiary shall continue
in effect as the Articles of Incorporation and Bylaws of the Surviving
Corporation until the same shall be amended and changed as provided by
law. The directors and officers of said subsidiary shall continue as
the directors and officers of the Surviving Corporation until their
respective successors are duly elected or appointed and qualified in
the manner provided in the Articles of Incorporation of the Surviving
Corporation or as otherwise provided by law.
(d) FINAL MERGER. Immediately after Closing, the Surviving Corporation
shall be merged with and into Buyer ("Continuing Company") under the
charter and Articles of Incorporation of Buyer pursuant to the
provisions of, and with the effect provided in Article Five of the
TBCA.
The Articles of Incorporation of Continuing Company shall be
the Articles of Incorporation of Buyer. Until altered, amended or
repealed as therein provided and in the Articles of Incorporation of
Continuing Company, the Bylaws of Continuing Company shall be the
Bylaws of Buyer. Unless and until changed by the Board of Directors of
Continuing Company, the main office of Continuing Company shall be the
main office of Buyer. The established offices and facilities of the
Surviving Corporation immediately prior to the Merger shall become the
established offices and facilities of the Continuing Company. Until
thereafter changed in accordance with law or the Articles of
Incorporation or Bylaws of Continuing Company, all corporate acts,
plans, policies, contracts, approvals and authorizations of the
Surviving Corporation and Buyer and their respective shareholders,
boards of directors, committees elected or appointed thereby, officers
and agents, which were valid and effective shall be taken for all
purposes as the acts, plans, policies, contracts, approvals and
authorizations of Continuing Company and shall be effective and binding
thereon.
(e) MERGER CONSIDERATION. At the consummation of the Plan of Merger, in
exchange for all of the issued and outstanding common stock of First
American (the "First American Stock"), Buyer shall issue a total of
351,750 shares of its voting common stock, par value $1.00 per share
(the "Buyer Stock"), and pay a total of $3,379,480.00 in cash to the
shareholders of First American (the "Merger Consideration"). Buyer
shall not issue any certificates for fractional shares of its common
stock in connection with the Merger. In lieu of issuing fractional
shares, Buyer shall pay cash for such fractional shares in an amount
based on the fair market value of its voting common stock pursuant to
this Agreement of $10.00 per share.
(f) CONVERSION OF FIRST AMERICAN STOCK. On the Closing Date, by virtue
of this Agreement and without any further action on the part of any
holder, each share of First American Stock shall cease to be issued and
outstanding, and other than shares with respect to which dissenters'
rights have been perfected, shall be converted into and become the
right
to receive 3.417039 shares of Buyer Stock and $32.829609 in cash (the
"Per Share Merger Consideration").
SECTION 2. RATIFICATION. Except as hereby amended, the Agreement shall
remain unchanged and is ratified and confirmed in all respects.
SECTION 3. DEFINED TERMS. All terms used in the Second Amendment that
are defined in the Agreement shall have the same meaning as in the Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, First American and Buyer have caused this Second
Amendment to be executed as of the date first above written.
FIRST AMERICAN FINANCIAL CORPORATION
By:_________________________________
Name:_______________________________
Title:______________________________
GUARANTY BANCSHARES, INC.
By:_________________________________
Name:_______________________________
Title:______________________________