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 | 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (291K)
Doc #2176624: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and between
REPUBLIC BANCORP INC.
and
CITIZENS BANKING CORPORATION
---------------------
DATED AS OF JUNE 26, 2006
TABLE OF CONTENTS
ARTICLE I
THE MERGER
1.1 The Merger........................................ . . .
2176624
|
 Anchor BanCorp
As referenced in this Agreement and Plan of Merger:
Anchor Bancorp Wisconsin Inc. – National Bancorp 7.2%
Wintrust Financial Corp. 6.7%
MB Financial Inc. 5.3%
Amcore Financial Inc. 3.9%
Chemical Financial Corp. 4.0%
First Financial Bancorp (Ohio) 3.2%
Anchor Bancorp Wisconsin Inc. 3.5%
Irwin Financial Corp. 3.2%
1st Source Corp. 3.3%
Independent Bank Corp. (Michigan) 3.1%
{PAGE}
Exhibit B
Citizens Bylaw Amendment
The Bylaws of Citizens as
_____________
dt 1637707
;
Fannie Mae
As referenced in this Agreement and Plan of Merger:
Federal National
Mortgage Association – II Issuer by the Government National
Mortgage Association; (iii) by the Department of Veteran's Affairs to originate
and service VA loans; and (iv) as a seller/servicer by the Federal National
Mortgage Association and the Federal Home Loan Mortgage Corporation to originate
and service conventional residential mortgage Loans (each such entity being
referred to herein as an "Agency" and, collectively, the "Agencies").
(
_____________
dt 1606780
;
FirstMerit
As referenced in this Agreement and Plan of Merger:
FirstMerit Corp. – Hartman
Title: Chairman, President and CEO
Signature Page to Agreement and Plan of Merger
{PAGE}
Exhibit A
Index Group Members and Weights
Company Weight
------- ------
Sky Financial Group Inc. 14.5%
FirstMerit Corp. 9.6%
First Midwest Bancorp 9.9%
MAF Bancorp Inc. 7.8%
UMB Financial Corp. 7.6%
Park National Corp. 7.2%
Old National Bancorp 7.2%
Wintrust Financial
_____________
dt 1611185
;
|
Goldman, Sachs
As referenced in this Agreement and Plan of Merger:
Goldman, Sachs & Co. – or finder
or incurred any liability for any broker's fees, commissions or finder's fees in
connection with the Merger or related transactions contemplated by this
Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement
between Republic and Goldman, Sachs & Co., a true, complete and correct copy of
which has been previously delivered to Citizens.
3.8 Absence of
_____________
Goldman, Sachs & Co. – commissions or finder's fees in
connection with the Merger or related transactions contemplated by this
Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement
between Republic and Goldman, Sachs & Co. , a true, complete and correct copy of
which has been previously delivered to Citizens.
3.8 Absence of Certain Changes or Events. (a) Since December 31,
2005, no event
_____________
Goldman, Sachs & Co. – the transactions contemplated by this Agreement should not be obtained on a
timely basis.
3.22 Opinions. Prior to the execution of this Agreement, Republic
has received an opinion from Goldman, Sachs & Co. to the effect that as of the
date of such opinion and based upon and subject to the matters set forth in such
opinion, the aggregate Merger Consideration is
_____________
dt 1618345
;
Independent Bank
As referenced in this Agreement and Plan of Merger:
Independent Bank Corp. – Inc. 3.9%
Chemical Financial Corp. 4.0%
First Financial Bancorp (Ohio) 3.2%
Anchor Bancorp Wisconsin Inc. 3.5%
Irwin Financial Corp. 3.2%
1st Source Corp. 3.3%
Independent Bank Corp. (Michigan) 3.1%
{PAGE}
Exhibit B
Citizens Bylaw Amendment
The Bylaws of Citizens as of the Effective Time shall be amended to
include the following new Article III, Section
_____________
dt 1637319
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (291K)
Doc #2186965: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and between
REPUBLIC BANCORP INC.
and
CITIZENS BANKING CORPORATION
---------------------
DATED AS OF JUNE 26, 2006
TABLE OF CONTENTS
ARTICLE I
THE MERGER
1.1 The Merger........................................ . . .
2186965
|
Anchor BanCorp
As referenced in this Agreement and Plan of Merger:
Anchor Bancorp Wisconsin Inc. – National Bancorp 7.2%
Wintrust Financial Corp. 6.7%
MB Financial Inc. 5.3%
Amcore Financial Inc. 3.9%
Chemical Financial Corp. 4.0%
First Financial Bancorp (Ohio) 3.2%
Anchor Bancorp Wisconsin Inc. 3.5%
Irwin Financial Corp. 3.2%
1st Source Corp. 3.3%
Independent Bank Corp. (Michigan) 3.1%
{PAGE}
Exhibit B
Citizens Bylaw Amendment
The Bylaws of Citizens as
_____________
dt 1637708
;
Fannie Mae
As referenced in this Agreement and Plan of Merger:
Federal National
Mortgage Association – II Issuer by the Government National
Mortgage Association; (iii) by the Department of Veteran's Affairs to originate
and service VA loans; and (iv) as a seller/servicer by the Federal National
Mortgage Association and the Federal Home Loan Mortgage Corporation to originate
and service conventional residential mortgage Loans (each such entity being
referred to herein as an "Agency" and, collectively, the "Agencies").
(
_____________
dt 1606782
;
|
FirstMerit
As referenced in this Agreement and Plan of Merger:
FirstMerit Corp. – Hartman
Title: Chairman, President and CEO
Signature Page to Agreement and Plan of Merger
{PAGE}
Exhibit A
Index Group Members and Weights
Company Weight
------- ------
Sky Financial Group Inc. 14.5%
FirstMerit Corp. 9.6%
First Midwest Bancorp 9.9%
MAF Bancorp Inc. 7.8%
UMB Financial Corp. 7.6%
Park National Corp. 7.2%
Old National Bancorp 7.2%
Wintrust Financial
_____________
dt 1611186
;
Goldman, Sachs
As referenced in this Agreement and Plan of Merger:
Goldman, Sachs & Co. – or finder
or incurred any liability for any broker's fees, commissions or finder's fees in
connection with the Merger or related transactions contemplated by this
Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement
between Republic and Goldman, Sachs & Co., a true, complete and correct copy of
which has been previously delivered to Citizens.
3.8 Absence of
_____________
Goldman, Sachs & Co. – commissions or finder's fees in
connection with the Merger or related transactions contemplated by this
Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement
between Republic and Goldman, Sachs & Co. , a true, complete and correct copy of
which has been previously delivered to Citizens.
3.8 Absence of Certain Changes or Events. (a) Since December 31,
2005, no event
_____________
Goldman, Sachs & Co. – the transactions contemplated by this Agreement should not be obtained on a
timely basis.
3.22 Opinions. Prior to the execution of this Agreement, Republic
has received an opinion from Goldman, Sachs & Co. to the effect that as of the
date of such opinion and based upon and subject to the matters set forth in such
opinion, the aggregate Merger Consideration is
_____________
dt 1618352
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (298K)
Doc #2186966: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and between
REPUBLIC BANCORP INC.
and
CITIZENS BANKING CORPORATION
---------------------
DATED AS OF JUNE 26, 2006
TABLE OF CONTENTS
Page
ARTICLE I
. . .
2186966
|
Anchor BanCorp
As referenced in this Agreement and Plan of Merger:
Anchor Bancorp Wisconsin Inc. – National Bancorp 7.2%
Wintrust Financial Corp. 6.7%
MB Financial Inc. 5.3%
Amcore Financial Inc. 3.9%
Chemical Financial Corp. 4.0%
First Financial Bancorp (Ohio) 3.2%
Anchor Bancorp Wisconsin Inc. 3.5%
Irwin Financial Corp. 3.2%
1st Source Corp. 3.3%
Independent Bank Corp.
(Michigan) 3.1%
A-1
{PAGE}
Exhibit B
CITIZENS BYLAW AMENDMENT
THE BYLAWS OF
_____________
dt 1637709
;
Fannie Mae
As referenced in this Agreement and Plan of Merger:
Federal National
Mortgage Association – II Issuer by the Government National
Mortgage Association; (iii) by the Department of Veteran's Affairs to originate
and service VA loans; and (iv) as a seller/servicer by the Federal National
Mortgage Association and the Federal Home Loan Mortgage Corporation to originate
and service conventional residential mortgage Loans (each such entity being
referred to herein as an "AGENCY" and, collectively, the "AGENCIES").
(
_____________
dt 1606783
;
|
FirstMerit
As referenced in this Agreement and Plan of Merger:
FirstMerit Corp. – Hartman
Title: Chairman, President and CEO
SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER
{PAGE}
Exhibit A
INDEX GROUP MEMBERS AND WEIGHTS
COMPANY WEIGHT
Sky Financial Group Inc. 14.5%
FirstMerit Corp. 9.6%
First Midwest Bancorp 9.9%
MAF Bancorp Inc. 7.8%
UMB Financial Corp. 7.6%
Park National Corp. 7.2%
Old National Bancorp 7.2%
Wintrust Financial
_____________
dt 1611187
;
Goldman, Sachs
As referenced in this Agreement and Plan of Merger:
Goldman, Sachs & Co. – or finder
or incurred any liability for any broker's fees, commissions or finder's fees in
connection with the Merger or related transactions contemplated by this
Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement
between Republic and Goldman, Sachs & Co., a true, complete and correct copy of
which has been previously delivered to Citizens.
3.8 ABSENCE OF
_____________
Goldman, Sachs & Co. – commissions or finder's fees in
connection with the Merger or related transactions contemplated by this
Agreement, other than Goldman, Sachs & Co. pursuant to a letter agreement
between Republic and Goldman, Sachs & Co. , a true, complete and correct copy of
which has been previously delivered to Citizens.
3.8 ABSENCE OF CERTAIN CHANGES OR EVENTS. (a) Since December 31, 2005,
no event
_____________
Goldman, Sachs & Co. – the transactions contemplated by this Agreement should not be obtained on a
timely basis.
3.22 OPINIONS. Prior to the execution of this Agreement, Republic has
received an opinion from Goldman, Sachs & Co. to the effect that as of the date
of such opinion and based upon and subject to the matters set forth in such
opinion, the aggregate Merger Consideration is
_____________
dt 1618353
;
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| 2007 |
Anchor Bancorp Wisconsin, Inc.
Anchor Bancorp Wisconsin, Inc. (161K)
Doc #3007914: Click preview link for longer preview.
EXHIBIT-2.1
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
S&C BANCO, INC.
AND
ANCHOR BANCORP WISCONSIN, INC.
July 11, 2007
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER
1
. . .
3007914
|
Anchor BanCorp
As referenced in this Anchor Bancorp Wisconsin, Inc.:
ANCHOR BANCORP WISCONSIN, INC. – exv2w1
EX-2.1 2 c17417exv2w1.htm AGREEMENT AND PLAN OF MERGER
EXHIBIT-2.1
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
S&C BANCO, INC.
AND
ANCHOR BANCORP WISCONSIN, INC.
July 11, 2007
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER
1
Section 1.1
The Mergers
2
Section 1.2
Effective Time
2
Section 1.3
Effect of
_____________
Anchor BanCorp Wisconsin, Inc. – AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2007 (the ?Agreement?), between S&C Banco, Inc., a Wisconsin corporation (the ?Company?), and Anchor BanCorp Wisconsin, Inc. , a Wisconsin corporation (the ?Acquiror?).
WHEREAS, the Boards of Directors of the Acquiror and the Company have each determined that it is fair to and in the best interests
_____________
Anchor BanCorp Wisconsin, Inc. – Karen Grandstrand, Esq.
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402-1425
(b) and if to Acquiror to:
Mark D. Timmerman
Executive Vice-President
Anchor BanCorp Wisconsin, Inc.
25 Main Street
Madison, Wisconsin 53703
with a copy to:
W. Charles Jackson
Michael Best & Friedrich, LLP
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
or to such other
_____________
ANCHOR BANCORP WISCONSIN, INC. – 44
IN WITNESS WHEREOF, the Acquiror and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
ANCHOR BANCORP WISCONSIN, INC.
Dated: ___, 2007
By:
Mark D. Timmerman
Executive Vice-President
Attest:
S&C BANCO, INC.
Dated: ___, 2007
By:
Charles S. Bullock
President & CEO
Attest:
45
Company
_____________
dt 1801464
| |
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| 2005 |
Employment Agreement
Employment Agreement (19K)
Doc #885397: Click preview link for longer preview.
ANCHOR BANCORP WISCONSIN, INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is effective as of August 22, 2005 between Anchor BanCorp Wisconsin, Inc. (hereinafter referred to as the �Company�), having its principal offices located at 25 West Main Street, Madison, Wisconsin 53703, and Mark D. Timmerman (the �Executive�).
RECITALS
WHEREAS, Executive is a key employee, whose background, knowledge and experience in the financial services industry has substantially benefited both Anchor Bank, fsb (the �Bank�) and the Company . . .
885397
|
Anchor BanCorp
As referenced in this Employment Agreement:
ANCHOR BANCORP WISCONSIN, INC. – exv10w1
EX-10.1 2 w12172exv10w1.htm EXHIBIT 10.1
EXHIBIT 10.1
ANCHOR BANCORP WISCONSIN, INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is effective as of August 22, 2005 between Anchor BanCorp Wisconsin, Inc. (hereinafter referred to as the Company), having its principal offices located at
_____________
Anchor BanCorp Wisconsin, Inc. – exv10w1
EX-10.1 2 w12172exv10w1.htm EXHIBIT 10.1
EXHIBIT 10.1
ANCHOR BANCORP WISCONSIN, INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is effective as of August 22, 2005 between Anchor BanCorp Wisconsin, Inc. (hereinafter referred to as the Company), having its principal offices located at 25 West Main Street, Madison, Wisconsin 53703, and Mark D. Timmerman (the Executive).
RECITALS
WHEREAS, Executive is
_____________
Anchor BanCorp Wisconsin, Inc. – be deemed to have been duly given when delivered or mailed by the Company, United States registered mail, return receipt requested, postage prepaid, addressed as follows:
If to the Company:
Anchor BanCorp Wisconsin, Inc.
25 West Main Street
Madison, Wisconsin 53703
Attention: Secretary
If to the Executive, at the address set forth below the Executives signature line of this Agreement. Either party may
_____________
Anchor BanCorp Wisconsin, Inc. – that the actual date of execution by any party may differ therefrom.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of this 22 day of August, 2005.
Anchor BanCorp Wisconsin, Inc.
Executive:
By:
/s/ J. Anthony Cattelino
/s/ Mark D. Timmerman
Title:
Executive Vice President, Marketing
and Retail Administration
President, Chief Operating Officer
Witness
Address:
By:
/s/ Michael W. Helser
_____________
dt 1320691
| |
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| 2005 |
Employment Agreement
Employment Agreement (45K)
Doc #885400: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is effective as of August 22, 2005 between AnchorBank, fsb (the �Bank�), a federally-chartered savings bank, its successors and assigns, and Mark D. Timmerman (the �Executive�).
RECITALS
WHEREAS, Executive is a key employee, whose background, knowledge and experience in the financial institutions industry has substantially benefited both the Bank and its parent corporation Anchor BanCorp Wisconsin, Inc. (the �Company�), sometimes collectively referred to herein as the . . .
885400
|
Anchor BanCorp
As referenced in this Employment Agreement:
Anchor BanCorp Wisconsin, Inc. – Timmerman (the Executive).
RECITALS
WHEREAS, Executive is a key employee, whose background, knowledge and experience in the financial institutions industry has substantially benefited both the Bank and its parent corporation Anchor BanCorp Wisconsin, Inc. (the Company), sometimes collectively referred to herein as the Employers, and whose continued employment as an executive member of their respective management teams in the positions of President and
_____________
dt 1320692
| |