Exhibit 2.2
EXHIBIT 6.18
ARTICLE I
THE FIRST STEP MERGER
Section 1.1. THE FIRST STEP MERGER. Subject to the terms and
conditions of this Agreement, Firstar shall be merged with and into Firstar
(WI) in accordance with the Wisconsin Business Corporation Law (the "WBCL")
and the separate corporate existence of Firstar shall cease. Firstar (WI)
shall be the surviving corporation of the First Step Merger, shall continue
its corporate existence under the name "Firstar Corporation" and shall
continue to be governed by the laws of the State of Wisconsin.
Section 1.2. FIRST EFFECTIVE TIME. The First Step Merger shall
become effective on the date and at the time (the "First Effective Time")
specified in the appropriate documents in respect of the First Step Merger
which are filed with the Department of Financial Institutions of the State of
Wisconsin in such form as required by, and in accordance with, the relevant
provisions of the WBCL. The First Effective Time shall occur on the same date
and immediately prior to the Effective Time as specified in Section 2.2.
Section 1.3. EFFECTS OF THE FIRST STEP MERGER. At and after the
First Effective Time, the First Step Merger shall have the effects set forth
in Section 180.1107 of the WBCL.
Section 1.4. CONVERSION OF SECURITIES. (a) At the First Effective
Time, by virtue of the First Step Merger and without any action on the part
of Star, Firstar, Firstar (WI) or the holders of any capital stock of
Firstar, Star or Firstar (WI), each share of the common stock, par value
$1.25, of Firstar ("Firstar Common Stock") issued and outstanding immediately
prior to the First Effective Time shall cease to be outstanding and (other
than any shares of Firstar Common Stock held by Firstar or any of its wholly
owned Subsidiaries (as defined herein), except for Trust Account Shares (as
defined herein) and DPC Shares (as defined herein)), shall be converted into
the right to receive 0.76 (the "Exchange Ratio") shares of Firstar (WI)
Common Stock (as defined herein).
(b) All of the shares of Firstar Common Stock converted into the
right to receive Firstar (WI) Common Stock pursuant to this Article I shall
no longer be outstanding and shall automatically be cancelled and shall cease
to exist as of the First Effective Time, and each certificate (each a
"Firstar Common Certificate") previously representing any such shares of
Firstar Common Stock shall thereafter represent only the right to receive (i)
a certificate representing the number of whole shares of Firstar (WI) Common
Stock and (ii) cash in lieu of any fractional shares otherwise issuable
pursuant to Section 1.4(a), in accordance with Section 3.2. Firstar Common
Certificates previously representing shares of Firstar Common Stock shall be
exchanged for certificates representing whole shares of Firstar (WI) Common
Stock and cash in lieu of fractional shares issued in consideration therefor
upon the surrender of such Firstar Common Certificates in accordance with
Section 3.1 without any interest thereon.
(c) At the First Effective Time, all shares of Firstar Common Stock
that are owned by Firstar as treasury stock and all shares of Firstar Common
Stock that are owned, directly or indirectly, by Firstar or any of its wholly
owned Subsidiaries (other than Trust Account Shares and DPC Shares) shall be
cancelled and shall cease to exist and no stock of Firstar (WI) or other
consideration shall be delivered in exchange therefor.
Section 1.5. FIRSTAR (WI) COMMON STOCK. At and after the First
Effective Time, each share of Firstar (WI) Common Stock issued and
outstanding immediately prior to the First Effective Time shall be cancelled
and retired and shall resume the status of authorized and unissued shares of
Firstar (WI) Common Stock, and no shares of Firstar (WI) Common Stock or
other securities of Firstar (WI) shall be issued in respect thereof.
Section 1.6. OPTIONS. Firstar shall take action to amend the
Firstar Stock Plans (as defined herein) so that, at the Effective Time, each
option granted by Firstar to purchase shares of Firstar Common Stock which is
outstanding and unexercised immediately prior thereto shall cease to
represent a right to acquire shares of Firstar Common Stock and shall be
converted automatically into an option to purchase shares of Firstar (WI)
Common Stock in an amount and at an exercise price determined as follows (and
otherwise subject to the terms of the appropriate Firstar Benefit Plan (as
defined herein) pursuant to which such options have been granted (such plans
collectively the "Firstar Stock Plans") and the agreements evidencing grants
thereunder): (i) the number of shares of Firstar (WI) Common Stock to be
subject to the new option shall be equal to the product of the number of
shares of Firstar Common Stock subject to the original option and the
Exchange Ratio, provided that any fractional shares of Firstar (WI) Common
Stock resulting from such multiplication shall be rounded down to the nearest
whole share and (ii) the exercise price per share of Firstar (WI) Common
Stock under the new option shall be equal to the exercise price per share of
Firstar Common Stock under the original option divided by the Exchange Ratio,
provided that such exercise price shall be rounded down to the nearest whole
cent. The adjustment provided herein with respect to any options which are
"incentive stock options" (as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code")) shall be and is intended to be
effected in a manner which is consistent with Section 424(a) of the Code. The
duration and other terms of the new option shall be the same as the original
option except that all references to Firstar shall be deemed to be references
to Firstar (WI).
Section 1.7. ARTICLES OF INCORPORATION. At the First Effective
Time, the Articles of Incorporation of Firstar (WI) as in effect immediately
prior to the First Effective Time shall continue to be the Articles of
Incorporation of Firstar (WI) except that the name of the corporation shall
be changed to "Firstar Corporation," until thereafter amended in accordance
with applicable law.
Section 1.8. BY-LAWS. At the First Effective Time, the By-Laws of
Firstar (WI) as in effect immediately prior to the First Effective Time shall
continue to be the By-Laws of the Surviving Corporation, until thereafter
amended in accordance with applicable law.
ARTICLE II
THE SECOND STEP MERGER
Section 2.1. THE SECOND STEP MERGER. Subject to the terms and
conditions of this Agreement, in accordance with the Ohio General Corporation
Law (the "OGCL") and the WBCL, at the Effective Time Star shall merge with
and into Firstar (WI). Firstar (WI) shall be the surviving corporation in the
Second Step Merger and shall continue to be governed by the laws of the State
of Wisconsin. Upon consummation of the Second Step Merger, the separate
corporate existence of Star shall terminate. The parties shall take all
necessary action such that, upon consummation of the Second Step Merger,
Firstar (WI) shall continue its corporate existence under the name "Firstar
Corporation."
Section 2.2. EFFECTIVE TIME. The Second Step Merger shall become
effective as set forth in the appropriate documents (the "Certificate of
Merger") in respect of the Second Step Merger which shall be filed with the
Department of Financial Institutions of the State of Wisconsin and the
Secretary of State of the State of Ohio on the Closing Date (as defined
herein). The term "Effective Time" shall be the date and time when the Second
Step Merger becomes effective, as set forth in the Certificate of Merger.
Subject to the terms and conditions of this Agreement, the Effective Time
shall occur on a date to be specified by the parties, which shall be the
first day which is (i) the last business day of a month and (ii) at least two
business days after satisfaction or waiver (subject to applicable law) of the
conditions (excluding conditions that, by their terms, cannot be satisfied
until the Closing Date) set forth in Article VII, unless another time or date
is agreed to in writing by the parties hereto.
Section 2.3. EFFECTS OF THE SECOND STEP MERGER. At and after the
Effective Time, the Second Step Merger shall have the effects set forth in
Sections 180.1106 and 180.1107 of the WBCL and Section 1701.82 of the OGCL.
Section 2.4. CONVERSION OF STAR COMMON STOCK. (a) At the Effective
Time, by virtue of the Second Step Merger and without any action on the part
of Star, Firstar (WI) or the holders of capital stock of Star or Firstar
(WI), each share of the common stock, par value $5.00 per share, of Star (the
"Star Common Stock") issued and outstanding immediately prior to the
Effective Time (other than Dissenting Shares (as defined herein) and shares
of Star Common Stock held in Star's treasury or directly or indirectly by
Star or any of its wholly owned Subsidiaries or Firstar (WI) (except for
Trust Account Shares and DPC Shares)) shall be converted into the right to
receive one share (the "Second Merger Exchange Ratio") of the common stock,
par value $0.01, of Firstar (WI) (the "Firstar (WI) Common Stock").
(b) All of the shares of Star Common Stock converted into the right
to receive Firstar (WI) Common Stock pursuant to this Article II shall no
longer be outstanding and shall automatically be cancelled and shall cease to
exist as of the Effective Time, and each certificate (each a "Star Common
Certificate") previously representing any such shares of Star Common Stock
shall thereafter represent only the right to receive (i) a certificate
representing the number of whole shares of Firstar (WI) Common Stock and (ii)
cash in lieu of any fractional shares otherwise issuable pursuant to Section
2.4(a), in accordance with Section 3.2. Star Common Cer-
tificates previously representing shares of Star Common Stock shall be
exchanged for certificates representing whole shares of Firstar (WI) Common
Stock and cash in lieu of fractional shares issued in consideration therefor
upon the surrender of such Star Common Certificates in accordance with
Section 3.1 without any interest thereon.
(c) At the Effective Time, all shares of Star Common Stock that are
owned by Star as treasury stock and all shares of Star Common Stock that are
owned, directly or indirectly, by Star or any of its wholly owned
Subsidiaries or Firstar (WI)(other than shares of Star Common Stock held,
directly or indirectly, in trust accounts, managed accounts and the like or
otherwise held in a fiduciary capacity that are beneficially owned by third
parties (any such shares, and shares of Firstar Common Stock which are
similarly held, whether held directly or indirectly by Star, Firstar (WI) or
Firstar, as the case may be, or any of their respective Subsidiaries being
referred to herein as "Trust Account Shares") and other than any shares of
Star Common Stock held by Star or Firstar or any of their respective
Subsidiaries or Firstar (WI) in respect of a debt previously contracted (any
such shares of Star Common Stock and shares of Firstar Common Stock which are
similarly held, whether held directly or indirectly by Star, Firstar (WI) or
Firstar, as the case may be, or any of their respective Subsidiaries, being
referred to herein as "DPC Shares")) shall be cancelled and shall cease to
exist and no stock of Firstar (WI) or other consideration shall be delivered
in exchange therefor.
Section 2.5. DISSENTING SHARES. Notwithstanding anything in this
Agreement to the contrary, shares of Star Common Stock which are outstanding
immediately prior to the Effective Time and with respect to which dissenters'
rights shall have been properly demanded in accordance with Section 1701.85
of the OGCL ("Dissenting Shares") shall not be converted into the right to
receive Firstar (WI) Common Stock; instead, the holders thereof shall be
entitled to payment of the appraised value of such Dissenting Shares in
accordance with the provisions of Section 1701.85 of the OGCL; provided,
however, that (i) if any holder of Dissenting Shares shall subsequently
deliver a written withdrawal of his demand for appraisal of such shares, or
(ii) if any holder fails to establish his entitlement to dissenters' rights
as provided in Section 1701.85 of the OGCL, such holder or holders (as the
case may be) shall forfeit the right to appraisal of such shares of Star
Common Stock and each of such shares shall thereupon be deemed to have been
converted into the right to receive, and to have become exchangeable for, as
of the Effective Time, Firstar (WI) Common Stock, as provided in Section
2.4(a) hereof.
Section 2.6. OPTIONS. Star shall take action to amend the Star
Stock Plans (as defined herein) so that, at the First Effective Time, each
option granted by Star to purchase shares of Star Common Stock which is
outstanding and unexercised immediately prior thereto shall cease to
represent a right to acquire shares of Star Common Stock and shall be
converted automatically into an option to purchase a number of shares of
Firstar (WI) Common Stock equal to the number of shares of Star Common Stock
subject to such option immediately prior to the First Effective Time at an
exercise price per share of Firstar (WI) Common Stock equal to the exercise
price per share of Star Common Stock in effect immediately prior to the
Effective Time and otherwise subject to the terms of the appropriate Star
Benefit Plans pursuant to which such options have been granted (such plans
collectively the "Star Stock Plans") and the agreements evidencing grants
thereunder. The adjustment provided herein with respect to any options which
are
"incentive stock options" (as defined in Section 422 of the Code) shall be
and is intended to be effected in a manner which is consistent with Section
424(a) of the Code. The duration and other terms of the new option shall be
the same as the original option except that all references to Star shall be
deemed to be references to Firstar (WI).
Section 2.7. FIRSTAR (WI) COMMON STOCK. At and after the Effective
Time, each share of Firstar (WI) Common Stock issued and outstanding
immediately prior to the Effective Time shall remain an issued and
outstanding share of common stock of the Surviving Corporation and shall not
be affected by the Second Step Merger.
Section 2.8. ARTICLES OF INCORPORATION. At the Effective Time, the
Articles of Incorporation of Firstar (WI) as in effect immediately prior to
the Effective Time shall continue to be the Articles of Incorporation of the
Surviving Corporation, until thereafter amended in accordance with applicable
law.
Section 2.9. BY-LAWS. At the Effective Time, the By-Laws of Firstar
(WI) as in effect immediately prior to the Effective Time shall continue to
be the By-Laws of the Surviving Corporation, until thereafter amended in
accordance with applicable law.
Section 2.10. MANAGEMENT. (a) From and after the Effective Time,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be Chairman of the Board of the Surviving
Corporation (and shall continue in such position until he becomes 62 years
old) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ shall be the President and Chief Executive
Officer of the Surviving Corporation, and ▇▇. ▇▇▇▇▇▇▇▇▇▇ shall be designated
to succeed ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ as Chairman.
Section 2.11. BOARD OF DIRECTORS. (a) From and after the Effective
Time, until duly changed in compliance with applicable law and the Articles
of Incorporation and By-Laws of the Surviving Corporation, the Board of
Directors of the Surviving Corporation shall be the Board of Directors of
Firstar (WI) as specified in Section 6.20(a). The majority of the meetings of
the Board of Directors of the Surviving Corporation in any calendar year
shall be held in Milwaukee, Wisconsin.
(b) Firstar shall cause all requisite action to be taken so that,
at the Effective Time, directors of the Surviving Corporation elected
pursuant to Section 6.20(a) at the designation of Star and Firstar shall be
represented in proportion to the aggregate representation set forth in
Section 6.20(a) on all committees of the Board of Directors of the Surviving
Corporation, except that seven designees of Star and five designees of
Firstar shall be included on the Executive Committee.
Section 2.12. HEADQUARTERS OF SURVIVING CORPORATION. After the
Effective Time, the location of the headquarters and principal executive
offices of the Surviving Corporation shall be that of the headquarters and
principal executive offices of Firstar as of the date of this Agreement
located in Milwaukee, Wisconsin. After the Effective Time, the banking
Subsidiaries of the Surviving Corporation shall be merged into a single bank,
the name of which shall be Firstar and the headquarters of which shall be in
Milwaukee, Wisconsin.
Section 2.13. TAX AND ACCOUNTING CONSEQUENCES. It is intended that
the First Step Merger and the Second Step Merger shall each constitute a
reorganization within the meaning of Section 368(a) of the Code, that this
Agreement shall constitute a "plan of reorganization" for the purposes of
Sections 354 and 361 of the Code and that the Merger be accounted for as a
"pooling of interests" under generally accepted accounting principles
("GAAP").