PLAN OF REORGANIZATION
THIS PLAN OF REORGANIZATION (the "Plan"), made and entered into as of
the 25th day of October, 1996, among COMMUNITY BANKING COMPANY OF ▇▇▇▇▇▇▇▇▇▇
(the "Bank"), a bank organized under the laws of the State of Georgia, CBC
HOLDING COMPANY (the "Holding Company"), a Georgia corporation, and INTERIM
FITZGERALD COMPANY ("Interim"), a Georgia corporation and wholly-owned
subsidiary of the Holding Company;
WITNESSETH
==========
WHEREAS, the principal offices of the Bank, the Holding Company and
Interim are located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇;
WHEREAS, the authorized capital stock of the Bank consists of
10,000,000 shares of common stock ("Bank Stock"), $5.00 par value, of which
664,097 shares are issued and outstanding;
WHEREAS, the authorized capital stock of the Holding Company consists
of 10,000,000 shares of common stock ("Holding Company Stock"), $1.00 par value,
of which one share is issued and outstanding;
WHEREAS, the authorized capital stock of Interim consists of
10,000,000 shares of common stock ("Interim Stock"), $1.00 par value, of which
one share is issued and outstanding;
WHEREAS, the respective Boards of Directors of the Bank and Interim
deem it advisable and in the best interests of the Bank and Interim and their
respective shareholders that Interim be merged with and into the Bank and, by
resolutions duly adopted, have approved and adopted this Plan and directed that
it be submitted to the respective shareholders of the Bank and Interim for their
approval; and
WHEREAS, the Board of Directors of the Holding Company has approved
and adopted this Plan, and the Holding Company has agreed to join in and be
bound hereby and to issue the shares of Holding Company Stock which shareholders
of the Bank will receive upon consummation of the Reorganization and merger as
herein provided;
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 merger provided for herein, the mode of carrying the same
into effect, the manner and basis of converting and exchanging the shares of
Bank Stock and Interim Stock as hereinafter provided, and such other provisions
relating to the merger as the parties deem necessary or desirable, the parties
hereto agree as follows:
SECTION 1
REORGANIZATION
--------------
Pursuant to the provisions of the Financial Institutions Code of
Georgia, as amended (the "Financial Institutions Code"), and other applicable
provisions of Georgia law, Interim shall be merged with and into the Bank. The
Bank shall be the survivor of the merger (the "Resulting Bank") continuing under
the charter of the Bank and with the name "Community Banking Company of
▇▇▇▇▇▇▇▇▇▇."
SECTION 2
EFFECTIVE DATE OF THE REORGANIZATION
------------------------------------
The merger of Interim with and into the Bank and the reorganization of
the Bank into a holding company structure shall be effective as of the date (the
"Effective Date of the Reorganization") specified in the certificate of merger
to be issued by the Georgia Secretary of State in accordance with the applicable
provisions of the Financial Institutions Code, O.C.G.A. (S) 7-l-535(b).
Since the merger of Interim with and into the Bank will effect the
reorganization of the Bank into a holding company structure, such merger and
reorganization, collectively, shall hereinafter be referred to as the
"Reorganization."
SECTION 3
LOCATION, ARTICLES AND
----------------------
BYLAWS, MANAGEMENT AND CAPITAL
------------------------------
STRUCTURE OF THE RESULTING BANK
-------------------------------
On the Effective Date of the Reorganization:
(a) The principal office of the Resulting Bank shall be located at ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location where the
Bank is located immediately prior to the Effective Date of the Reorganization.
(b) The Articles of Incorporation and Bylaws of the Resulting Bank
shall be the same as the Articles of Incorporation and Bylaws of the Bank as in
effect immediately prior to the Effective Date of the Reorganization.
(c) The directors and officers of the Resulting Bank shall be the
directors and officers of the Bank immediately prior to the Effective Date of
the Reorganization. All such directors and officers of the Resulting Bank shall
serve until their respective successors are elected or appointed pursuant to the
Bylaws of the Resulting Bank.
-2-
(d) The Resulting Bank will distribute to the Holding Company all of
the capital and surplus of Interim, so that the resulting capital structure of
the Resulting Bank shall be identical to the capital structure of the Bank
immediately prior to the Effective Date of the Reorganization. The capital
structure of the Bank shall not be altered or amended by the Reorganization and
shall continue in effect as that of the Resulting Bank.
SECTION 4
EXISTENCE, RIGHTS, DUTIES, ASSETS
---------------------------------
AND LIABILITIES OF THE RESULTING BANK
-------------------------------------
(a) As of the Effective Date of the Reorganization, the existence of
Interim as a separate entity shall cease, but its existence shall continue in
the Resulting Bank.
(b) As of the Effective Date of the Reorganization, the Resulting Bank
shall have, without further act or deed, all of the properties, rights, powers,
trusts, duties and obligations of the Bank and Interim.
(c) As of the Effective Date of the Reorganization, the Resulting Bank
shall have the authority to engage only in such businesses and to exercise only
such powers as are then permissible upon the original incorporation of a bank
under the Financial Institutions Code and as are provided for in the Articles of
Incorporation of the Resulting Bank, and the Resulting Bank shall be subject to
the same prohibitions and limitations to which it would be subject upon original
incorporation, except that the Resulting Bank may engage in any business and may
exercise any right that the Bank could lawfully have exercised or engaged in
immediately prior to the Effective Date of the Reorganization.
(d) No liability of the Bank or Interim or of any of their
shareholders, directors or officers shall be affected by the Reorganization, nor
shall any lien on any property of the Bank or Interim be impaired by the
Reorganization. Any claim existing or any action pending by or against the Bank
or Interim may be prosecuted to judgment as if the Reorganization had not taken
place, or the Resulting Bank may be substituted in place of the Bank or Interim.
SECTION 5
MANNER AND BASIS OF CONVERTING SHARES OF INTERIM STOCK
------------------------------------------------------
The manner and basis of converting and exchanging the shares of
Interim Stock into shares of Resulting Bank Stock shall be as follows:
As soon as practicable after the Effective Date of the Reorganization,
the Holding Company shall, upon presentation and surrender of a certificate
representing all of the issued and outstanding shares of Interim Stock to the
Bank, as exchange agent, be entitled to receive in exchange therefor a
certificate or certificates representing all of the then outstanding shares of
Resulting Bank Stock.
-3-
SECTION 6
MANNER AND BASIS OF CONVERTING SHARES OF BANK STOCK
---------------------------------------------------
The manner and basis of converting shares of Bank Stock into shares of
Holding Company Stock, excluding those shares of Bank Stock held by shareholders
who have perfected dissenters' rights of appraisal under the applicable
provisions of the Financial Institutions Code, O.C.G.A. (S) 7-1-537, and the
Georgia Business Corporations Code, O.C.G.A. (S) 14-2-1301 et seq.
(collectively, the "Dissenters' Rights Provisions"), shall be as follows:
(a) Exchange Ratio. Each share of Bank Stock outstanding immediately
--------------
prior to the Effective Date of the Reorganization shall, by virtue of the
Reorganization and without any action on the part of the holder or holders
thereof, be converted into the right to receive one share of Holding Company
Stock.
(b) Rights of Former Bank Shareholders. As of the Effective Date of
----------------------------------
the Reorganization, each certificate theretofore representing one or more
outstanding shares of Bank Stock shall be deemed for all corporate purposes to
evidence only the right to receive a certificate representing shares of Holding
Company Stock in accordance with this Plan.
(c) Letter of Transmittal. As soon as practicable after approval of
---------------------
the Reorganization by the Bank's shareholders, a letter of transmittal shall be
mailed to each Bank shareholder as of the close of business on the date
immediately preceding the Effective Date of the Reorganization. Upon receipt of
the letter of transmittal, each holder of a certificate or certificates
theretofore representing shares of Bank Stock shall surrender such certificates
to Community Banking Company of ▇▇▇▇▇▇▇▇▇▇, as exchange agent, together with a
properly completed and signed letter of transmittal, and shall receive in
exchange therefor a certificate representing an equivalent number of shares of
Holding Company Stock, subject to the restrictions and conditions of this Plan.
(d) Failure to Surrender Bank Stock Certificates. Until the former
--------------------------------------------
Bank shareholder surrenders his or her Bank Stock certificate or certificates to
the Bank (or suitable arrangements are made to account for any lost, stolen or
destroyed certificates according to the Bank's usual procedures), the
shareholder:
(i) shall not be issued a certificate representing the shares of
Holding Company Stock or the cash which such Bank Stock
certificate may entitle the shareholder to receive;
(ii) shall not have any voting rights in respect of the shares of
Holding Company Stock which such Bank Stock certificate may
entitle the shareholder to receive; and
(iii) shall not be paid dividends or other distributions in respect of
the shares of Holding Company Stock which such Bank Stock
certificate may entitle the shareholder to receive; instead such
dividends or distributions shall be
-4-
retained, without interest, for the shareholder's account until
surrender of such Bank Stock certificate.
SECTION 7
ACQUISITION OF DISSENTERS' BANK STOCK
-------------------------------------
Any shareholder of the Bank who fully complies with the Dissenters' Rights
Provisions shall be paid an amount of cash (as determined under such Provisions)
for his or her shares of Bank Stock by the Bank. Immediately upon the Bank's
acquisition of any of Bank Stock from its shareholders pursuant to the
Dissenters' Rights Provisions, the Holding Company shall acquire such shares
from the Bank for the same price as shall have been paid by the Bank to the
dissenting shareholders. The shares of Bank Stock so acquired by the Holding
Company shall be cancelled.
SECTION 8
REDEMPTION OF HOLDING COMPANY STOCK
-----------------------------------
As soon as practicable after the Effective Date of the Reorganization, the
Holding Company shall redeem any shares of Holding Company Stock which may have
been issued prior to the Effective Date of the Reorganization at a redemption
price equal to the same consideration paid for such shares, so that immediately
after such redemption the then outstanding shares of Holding Company Stock shall
consist solely of the shares to be issued by the Holding Company upon the
conversion of shares of Bank Stock as provided herein.
SECTION 9
FURTHER ACTIONS
---------------
From time to time, as and when requested by the Resulting Bank, or by its
successors or assigns, Interim shall execute and deliver or cause to be executed
and delivered all such deeds and other instruments, and shall take or cause to
be taken all such other actions, as the Resulting Bank, or its successors and
assigns, may deem necessary or desirable in order to vest in and confirm to the
Resulting Bank, and its successors and assigns, title to and possession of all
the property, rights, powers, trusts, duties and obligations referred to in
Section 4 hereof and otherwise to carry out the intent and purposes of this
Plan.
-5-
SECTION 10
CONDITIONS PRECEDENT TO CONSUMMATION OF THE REORGANIZATION
----------------------------------------------------------
This Plan is subject to, and consummation of the Reorganization herein
provided for is conditioned upon, the fulfillment prior to the Effective Date of
the Reorganization of each of the following conditions:
(a) Approval of the Plan by the affirmative vote of the holders of at
least two-thirds of the outstanding voting shares of the Bank and Interim;
(b) The number of shares held by persons who have perfected dissenters'
rights of appraisal pursuant to the Dissenters' Rights Provisions shall not be
deemed by the parties hereto to make consummation of this Plan inadvisable and,
in any event, shall not exceed 10% of the Bank's outstanding shares (or 66,409
shares as of the date of this Agreement);
(c) Procurement of any action, consent, approval or ruling, governmental or
otherwise, which is, or in the opinion of counsel for the Bank may be, necessary
to permit or enable the Resulting Bank, upon and after the Reorganization, to
conduct all or any part of the business and activities conducted by the Bank
prior to the Reorganization; and
(d) The receipt by the Bank of a written opinion of special counsel to the
Bank that for federal income tax purposes no gain or loss will be recognized by
a Bank shareholder who exchanges his or her Bank Stock for Holding Company
Stock, as provided by this Plan.
SECTION 11
TERMINATION
-----------
In the event that:
(a) The number of shares of Bank Stock voted against the Reorganization
shall make consummation of the Reorganization inadvisable in the opinion of the
Board of Directors of the Bank, Interim or the Holding Company;
(b) Any action, suit, proceeding or claim has been instituted, made or
threatened relating to the proposed Reorganization which shall make consummation
of the Reorganization inadvisable in the opinion of the Board of Directors of
the Bank, Interim or the Holding Company;
(c) Any action, consent, approval, opinion, or ruling required to be
provided by Section 10 of this Plan shall not have been obtained; or
(d) For any other reason consummation of the Reorganization is deemed
inadvisable in the opinion of the Board of Directors of the Bank, Interim or the
Holding Company;
-6-
then this Plan may be terminated at any time before consummation of the
Reorganization by written notice, approved or authorized by the Board of
Directors of the party wishing to terminate, to the other parties. Upon
termination by written notice as provided by this Section 11, this Plan shall be
void and of no further effect, and there shall be no liability by reason of this
Plan or the termination hereof on the part of the Bank, Interim, the Holding
Company or their directors, officers, employees, agents or shareholders.
SECTION 12
AMENDMENT; WAIVER
-----------------
(a) At any time before or after approval and adoption hereof by the
respective shareholders of the Bank, Interim and the Holding Company, this Plan
may be amended by agreement among the Bank, Interim and the Holding Company;
provided, however, that after the approval and adoption of this Plan by the
shareholders of the Bank, no amendment reducing the consideration payable to
Bank shareholders pursuant to Section 6(a) and (b) hereof shall be valid without
having been approved by the shareholders of the Bank in the manner required for
approval of this Plan.
(b) A waiver by any party hereto of any breach of a term or condition of
this Plan shall not operate as a waiver of any other breach of such term or
condition or of other terms or conditions, nor shall failure to enforce any term
or condition operate as a waiver or release of any other right, in law or in
equity, or claim which any party may have against another party for
anything arising out of, connected with or based upon this Plan. A waiver shall
be effective only if evidenced by a writing signed by the party who is entitled
to the benefit of the term or condition of this Plan which is to be waived. A
waiver of a term or condition on one occasion shall not be deemed to be a waiver
of the same or of any other term or condition on a future occasion.
SECTION 13
BINDING EFFECT; COUNTERPARTS; HEADINGS; GOVERNING LAW
-----------------------------------------------------
This Plan is binding upon the parties hereto and upon their successors and
assigns. This Plan may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. The title of this Plan and the headings
herein set out are for convenience or reference only and shall not be deemed a
part of this Plan. This Plan shall be governed by and construed in accordance
with the laws of the State of Georgia.
-7-
[Continued on next page]
-8-
IN WITNESS WHEREOF, the parties hereto have caused this Plan of
Reorganization to be executed by their duly authorized officers and their bank
and corporate seals to be affixed hereto all as of the day and year first above
written.
COMMUNITY BANKING COMPANY OF ▇▇▇▇▇▇▇▇▇▇
[BANK SEAL] By: /s. L. ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------
L. ▇▇▇▇▇ ▇▇▇▇▇▇
President
ATTEST:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-----------------------
Secretary
INTERIM FITZGERALD COMPANY
[INTERIM SEAL] By: /s/ L. ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------
L. ▇▇▇▇▇ ▇▇▇▇▇▇
President
ATTEST:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-----------------------
Secretary
CBC HOLDING COMPANY
[CORPORATE SEAL] By: /s/ L. ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------
L. ▇▇▇▇▇ ▇▇▇▇▇▇
President
ATTEST:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-----------------------
Secretary
-9-