EXHIBIT 2.1
PLAN OF REORGANIZATION AND ACQUISITION
PURSUANT TO SECTION 26B OF CHAPTER 172
OF THE GENERAL LAWS OF MASSACHUSETTS
This Plan of Reorganization and Acquisition (the "Plan") is dated as of
October 8, 1998, and made between Cape Cod Bank and Trust Company, a
Massachusetts trust company (the "Bank"), and CCBT Bancorp, Inc., a
Massachusetts corporation ("Bancorp").
The Bank is a trust company, duly organized and validly existing under
the laws of the Commonwealth of Massachusetts, with its principal office at ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. As of the date hereof, the authorized
capital stock of the Bank consists of 12,000,000 shares of common stock, par
value $2.50 per share (the "Bank Common Stock"), of which 9,061,064 shares are
issued and outstanding and 400,000 shares are reserved for issuance under the
Cape Cod Bank and Trust Company 1997 Stock Option Plan (as the same may be
renamed from time to time) (the "Stock Option Plan").
Bancorp is a corporation, duly organized and validly existing under the
laws of the Commonwealth of Massachusetts, with its principal office at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The articles of organization of Bancorp at
the Effective Time (as defined herein) will provide for authorized capital stock
consisting of 12,000,000 shares of common stock, par value $1.00 per share (the
"Bancorp Common Stock"). As of the date hereof, there are 100 shares of Bancorp
Common Stock issued and outstanding, all of which are held by the Bank.
The Bank and Bancorp have agreed that Bancorp will acquire all of the
issued and outstanding shares of Bank Common Stock in exchange for shares of
Bancorp Common Stock pursuant to the provisions of Section 26B of Chapter 172 of
the General Laws of Massachusetts and of this Plan. The Plan has been adopted
and approved by a vote of a majority of all the members of the Board of
Directors of the Bank and by a vote of a majority of all the members of the
Board of Directors of Bancorp. The officers of the Bank and of Bancorp whose
respective signatures appear below have been duly authorized to execute and
deliver this Plan.
Now, THEREFORE, in consideration of these premises, the Bank and Bancorp
agree as follows:
SECTION 1 - APPROVAL AND FILING OF PLAN
1.1. The Plan shall be submitted for approval by the holders of Bank
Common Stock at a meeting to be called and held in accordance with the
applicable provisions of law. Notice of such meeting shall be published at least
once a week for two successive weeks in a newspaper of general circulation in
the County of Barnstable, Commonwealth of Massachusetts. Both of said
publications shall be at least fifteen days prior to the date of the meeting.
1.2. Upon approval of the Plan by the affirmative vote of the holders of
66 2/3% of the outstanding shares of Bank Common Stock as required by law, the
Bank and Bancorp shall submit the Plan to the Commissioner of Banks of the
Commonwealth of Massachusetts (the "Bank Commissioner") for his approval and
filing in accordance with the provisions of Section 26B of Chapter 172 of the
General Laws of Massachusetts. The Plan shall be accompanied by such
certificates of the respective officers of the Bank and Bancorp, as well as
filing fees, as may be required by law and a written request from the Bank that
the Plan not be filed by the Bank Commissioner until such future time as the
Bank Commissioner shall have received from the Bank and Bancorp the written
notice described in Subsection 2.1.
1.3. If the requisite approval of the Plan is obtained at the meeting of
holders of Bank Common Stock referred to in Subsection 1.1, thereafter and until
the Effective Time, as hereinafter defined, the Bank shall issue certificates
for Bank Common Stock, whether upon transfer or otherwise, only if such
certificates bear a legend
indicating that the Plan has been approved and that shares of Bank Common Stock
evidenced by such certificates are subject to acquisition by Bancorp pursuant to
the Plan.
SECTION 2 - DEFINITION OF EFFECTIVE TIME
2.1. The Plan shall become effective at 12:01 A.M. on the first business
day following the date on which the Bank and Bancorp advise the Bank
Commissioner in writing (i) that all the conditions precedent to the Plan
becoming effective specified in Section 5 have been satisfied and (ii) that the
Plan has not been abandoned by the Bank or Bancorp in accordance with the
provisions of Section 6, or at such other date and time as is specified in such
written notice to the Bank Commissioner. Such time is hereafter called the
"Effective Time."
SECTION 3 - ACTIONS AT THE EFFECTIVE TIME
3.1. At the Effective Time, Bancorp shall, without any further action on
its part or on the part of the holders of Bank Common Stock, automatically and
by operation of law acquire and become the owner for all purposes of all the
then issued and outstanding shares of Bank Common Stock and shall be entitled to
have issued to it by the Bank a certificate or certificates representing such
shares. Thereafter, Bancorp shall have full and exclusive power to vote such
shares of Bank Common Stock, to receive dividends thereon and to exercise all
rights of an owner thereof.
3.2. At the Effective Time, the shares of Bancorp Common Stock which are
outstanding immediately prior to the Effective Time shall be canceled.
3.3. At the Effective Time, the holders of the then issued and
outstanding shares of Bank Common Stock shall, without any further action on
their part or on the part of Bancorp, automatically and by operation of law
cease to own such shares and shall instead become owners of one share of Bancorp
Common Stock for each share of Bank Common Stock held by them immediately prior
to the Effective Time. Thereafter, such persons shall have full and exclusive
power to vote such shares of Bancorp Common Stock, to receive dividends thereon,
except as otherwise provided herein, and to exercise all rights of an owner
thereof.
3.4. At the Effective Time, all previously issued and outstanding
certificates representing shares of Bank Common Stock (the "Old Certificates")
shall automatically and by operation of law cease to represent shares of Bank
Common Stock or any interest therein and each Old Certificate shall instead
represent the ownership by the holder thereof of an equal number of shares of
Bancorp Common Stock. No holder of an Old Certificate shall be entitled to vote
the shares of Bank Common Stock formerly represented by such certificate, or to
receive dividends thereon, or to exercise any other rights of ownership in
respect thereof.
3.5. Notwithstanding any of the foregoing, any Dissenting Stockholder,
as defined in Subsection 8.1, shall have such rights as are provided by
Subsection 8.2 and by the laws of the Commonwealth of
Massachusetts.
SECTION 4 - ACTIONS AFTER THE EFFECTIVE TIME
As soon as practicable and in any event not more than thirty days after
the Effective Time:
4.1. Bancorp shall deliver to the transfer agent for the Bank and
Bancorp (the "Transfer Agent"), as agent for the then holders of the Old
Certificates (other than Old Certificates representing shares of Bank Common
Stock as to which dissenters' appraisal rights shall have been exercised), a
certificate or certificates for the aggregate number of shares of Bancorp Common
Stock (the "New Certificates"), to which said holders shall be entitled. Each
such holder may surrender his Old Certificate to the Transfer Agent and receive
in exchange therefor a New Certificate for an equal number of shares of Bancorp
Common Stock. However, holders of Old Certificates need not surrender Old
Certificates to the Transfer Agent in exchange for a New Certificate. The
Transfer Agent shall treat Old Certificates as representing for all purposes an
equal number of shares of Bancorp Common Stock.
2
4.2. Bancorp may publish a notice to the holders of all Old Certificates
specifying the Effective Time of the Plan and notifying such holders that they
may present their Old Certificates to the Transfer Agent for exchange for a New
Certificate representing an equal number of shares of Bancorp Common Stock. Such
notice may likewise be given by mail to such holders at their addresses on the
Bank's records.
SECTION 5 - CONDITIONS PRECEDENT
The Plan and the acquisition provided for herein shall not become
effective unless all of the following first shall have occurred:
5.1. The Plan shall have been approved by the affirmative vote of the
holders of two-thirds of the outstanding Bank Common Stock at a meeting of such
stockholders called for such purpose.
5.2. The Plan shall have been approved by the Bank Commissioner and a
copy of the Plan with his approval endorsed thereon shall have been filed in his
office, all as provided in Section 26B of Chapter 172 of the
General Laws of Massachusetts.
5.3. Any approval, consent, or waiver required by the Board of Governors
of the Federal Reserve System shall have been received, and any waiting period
imposed by applicable law shall have expired.
5.4. The Bank shall have received a favorable opinion from its counsel,
satisfactory in form and substance to the Bank, with respect to the federal
income tax consequences of the Plan and the acquisition contemplated thereby.
5.5. The shares of Bancorp Common Stock to be issued to the holders of
Bank Common Stock pursuant to the Plan shall have been registered or qualified
for such issuance to the extent required under all applicable state
securities laws.
5.6. The Bank and Bancorp shall have obtained all other consents,
permissions and approvals and taken all actions required by law or agreement, or
deemed necessary by the Bank or Bancorp, prior to the consummation of the
acquisition provided for by the Plan and to Bancorp's having and exercising all
rights of ownership with respect to all of the outstanding shares of Bank Common
Stock acquired by it thereunder.
SECTION 6 - ABANDONMENT OF PLAN
6.1. The Plan may be abandoned by either the Bank or Bancorp at any time
before the Effective Time in
the event that:
(a) Necessary regulatory approvals cannot be obtained, or the
conditions or obligations associated with such regulatory approvals make
consummation of the acquisition contemplated by the Plan inadvisable
in the opinion of Bank or Bancorp;
(b) The number of shares of Bank Common Stock owned by Dissenting
Stockholders, as defined in Subsection 8.1, shall make consummation of the
acquisition contemplated by the Plan inadvisable in the opinion of the Bank or
Bancorp;
(c) Any action, suit, proceeding or claim has been instituted,
made or threatened relating to the Plan which shall make consummation of the
acquisition contemplated by the Plan inadvisable in the opinion of the Bank or
Bancorp; or
(d) For any other reason consummation of the acquisition
contemplated by the Plan is inadvisable in the opinion of the Bank or Bancorp.
3
Such abandonment shall be effected by written notice by either the Bank
or Bancorp to the other of them, and shall be authorized or approved by the
Board of Directors of the party giving such notice. Upon the giving of such
notice, the Plan shall be terminated and there shall be no liability hereunder
or on account of such on the part of the Bank or Bancorp or the Directors,
officers, employees, agents or stockholders of either of them. In the event of
abandonment of the Plan, the Bank shall pay the fees and expenses incurred by
itself and Bancorp in connection with the Plan and the proposed acquisition. If
either party hereto gives written notice of termination to the other party
pursuant to this section, the party giving such written notice shall
simultaneously furnish a copy thereof to the Bank Commissioner.
SECTION 7 - AMENDMENT OF PLAN
7.1. The Plan may be amended or modified at any time by mutual agreement
of the Boards of Directors of Bancorp and the Bank (i) prior to its approval by
the stockholders of the Bank, in any respect, and (ii) subsequent to such
approval, in any respect, provided that the Bank Commissioner shall approve of
such amendment or modification.
SECTION 8 - RIGHTS OF DISSENTING STOCKHOLDERS
8.1. "Dissenting Stockholders" shall mean those holders of Bank Common
Stock who file with the Bank before the taking of the vote on the Plan, written
objection to the Plan, pursuant to Section 86 of Chapter 156B of the General
Laws of Massachusetts, stating that they intend to demand payment for their
shares of Bank Common Stock if the Plan is consummated and whose shares are not
voted in favor of the Plan.
8.2. Dissenting Stockholders who comply with the provisions of Sections
86 to 98, inclusive, of Chapter 156B of the General Laws of Massachusetts and
all other applicable provisions of law shall be entitled to receive from the
Bank payment of the fair value of their shares of Bank Common Stock upon
surrender by such holders of the certificates which previously represented
shares of Bank Common Stock. Certificates so obtained by the Bank, upon payment
of the fair value of such shares as provided by law, shall be canceled. Shares
of Bancorp Common Stock, to which Dissenting Stockholders would have been
entitled had they not dissented, shall be deemed to constitute authorized but
unissued shares of Bancorp Common Stock and may be sold or otherwise disposed of
by Bancorp at the discretion of, and on such terms as may be fixed by, its Board
of Directors.
SECTION 9 - STOCK OPTIONS
By voting in favor of the Plan and by consummation of the acquisition
contemplated by the Plan, Bancorp shall have approved adoption by Bancorp of the
Stock Option Plan of the Bank as the Stock Option Plan of Bancorp and shall have
agreed to issue Bancorp Common Stock in lieu of Bank Common Stock pursuant to
stock options then outstanding under the Stock Option Plan. As of the Effective
Time, the unexercised portion of the options outstanding under the existing
Stock Option Plan shall be assumed by Bancorp and thereafter shall be
exercisable only for shares of Bancorp Common Stock, with each such option being
exercisable for a number of shares of Bancorp Common Stock equal to the number
of shares of Bank Common Stock that were available thereunder immediately prior
to the Effective Time, and with no change in the exercise price or any other
term or condition of such option. Bancorp and the Bank shall make appropriate
amendments to the Stock Option Plan to reflect the adoption of such plan as the
Stock Option Plan of Bancorp without adverse effect upon the options outstanding
under the Stock Option Plan.
SECTION 10 - GOVERNING LAW
The Plan shall take effect as a sealed instrument and shall be governed
by and construed in accordance with the laws of the Commonwealth of
Massachusetts.
4
SECTION 11 - COUNTERPARTS
The Plan may be executed in several identical counterparts, each of
which when executed and delivered by the parties hereto shall be an original,
but all of which together shall constitute a single instrument. In making proof
of the Plan, it shall not be necessary to produce or account for more than one
such counterpart.
5
CAPE COD BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer
ATTEST:
/s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------
▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
CCBT BANCORP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer
ATTEST:
/s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------
▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
I hereby approve this Plan of Reorganization and Acquisition.
1/29/99 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------- ---------------------
Date Commissioner of Banks
6