<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 23, 1998
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AMERICAN BANCSHARES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Florida 0-27474 65-0624640
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
Incorporation) Identification
Number)
4702 Cortez Road West, Bradenton, Florida 34210-2801
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (941) 795-3050
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Page 1 of 3
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ITEM 2. ACQUISITION OF ASSETS
Effective March 23, 1998, Murdock Florida Bank, a Florida state banking
corporation ("Murdock"), merged (the "Merger") with an into American Bank, a
Florida state banking corporation ("American Bank") and wholly-owned subsidiary
of American Bancshares, Inc. ("ABI"). An aggregate of approximately 924,025
shares, $1.175 par value per share, of the common shares ("Common Shares") of
ABI will be issued to Murdock's stockholders as a result of the Merger.
Bank regulatory approval of the Merger was received by the Federal
Deposit Insurance Corporation on March 6, 1998 and from the Florida Department
of Banking and Finance on February 18, 1998. The Comptroller of the State of
Florida issued the Certificate of Merger, effective March 23, 1998. The Merger
Agreement (defined below), including both the Merger and the Plan (defined
below), were approved by the shareholders of ABI and the stockholders of Murdock
at their respective Special Meetings held on March 12, 1998 and by ABI, as the
sole shareholder of American Bank, on the same date.
The Merger was consummated pursuant to an Agreement and Plan of Merger
(the "Merger Agreement") dated as of September 23, 1997, as amended as of
October 8, 1997, by and among ABI, American Bank, and Murdock and the related
Plan of Merger (the "Plan"). A copy of the Plan is filed as Exhibit 2.2 hereto,
and is hereby incorporated herein by reference thereto. As provided in the
Merger Agreement and the Plan, upon the effectiveness of the Merger on March 23,
1998, the separate existence of Murdock ceased and each outstanding share of
Murdock, $10.00 par value per share, common stock was converted into the right
to receive 2.4 shares of ABI Common Shares. Cash will be paid in lieu of
fractional ABI Common Shares. In addition, outstanding options to purchase
Murdock common stock have been converted into options to purchase ABI Common
Shares based upon the 2.4 exchange ratio as provided in the Merger Agreement. At
the effective time, there were outstanding options to purchase 14,000 shares of
Murdock common stock which have been converted into options to purchase 33,600
ABI Common Shares. The options will be issued under the American Bancshares,
Inc. and American Bank of Bradenton Incentive Stock Option Plan of 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a), (b) The financial statements of Murdock and the pro forma
financial statements of the Registrant after giving effect to the
acquisition required by Item 7(a) and (b) of Form 8-K will be filed
within 60 days as amendments to this report.
(c) Exhibits:
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EXHIBIT NO. DESCRIPTION
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<S> <C>
2.1 - The Merger Agreement is incorporated herein by reference
to Exhibits 2.1 and 2.2 to ABI's Registration Statement
on Form S-4 (Registration No. 333-45401) previously
filed with the Securities and Exchange Commission.
2.2* - The Plan, dated March 12, 1998, attached as an
exhibit to the Articles of Merger, filed with the
Florida Department of Banking and Finance on March
23, 1998.
</TABLE>
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*Exhibit filed herewith.
Page 2 of 3
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN BANCSHARES, INC.
April 6, 1998 By: /s/ Gerald L. Anthony
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Gerald L. Anthony
President and Chief Executive Officer
Page 3 of 3
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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2.1 - The Merger Agreement is incorporated herein by reference to
Exhibits 2.1 and 2.2 to ABI's Registration Statement on Form
S-4 (Registration No. 333-45401) previously filed with the
Securities and Exchange Commission.
2.2* - The Plan, dated March 12, 1998, attached as an exhibit to
the Articles of Merger, filed with the Florida Department of
Banking and Finance March 23, 1998.
</TABLE>
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*Exhibit filed herewith.
<PAGE> 1
EXHIBIT 2.2
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Articles of Merger,
filed on March 23, 1998, for AMERICAN BANK OF BRADENTON which changed its name
to AMERICAN BANK, the surviving Florida corporation, as shown by the record of
this office.
The document number of this corporation is J82985.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Twenty-third day of March, 1988
[SEAL]
/s/ Sandra B. Mortham
-----------------------
Sandra B. Mortham
Secretary of State
<PAGE> 2
ARTICLE OF MERGER
OF
MURDOCK FLORIDA BANK
(a Florida state-chartered bank)
INTO
AMERICAN BANK OF Bradenton
(a Florida state-chartered bank)
Pursuant to Section 607.1105 of the Florida Business Corporation Act
(the "Act"), and Section 658.41 of the Florida Statues, these Articles of
Merger provide as follows:
ARTICLE I
Name of Surviving Corporation
Murdock Florida, a Florida state-chartered bank ("Murdock"), shall be
merged with and into American Bank of Bradenton, a Florida state-chartered bank,
and American Bank of Bradenton shall be the surviving bank. At the Effective
time, as defined herein, American Bank of Bradenton, as the surviving bank,
shall be named "American Bank".
ARTICLE II
Plan of Merger
The Plan of Merger is attached hereto as Exhibit A.
ARTICLE III
Approval of the Plan
That certain Agreement and Plan of Merger ("Agreement and Plan of
Merger") dated September 23, 1997, as amended as of October 8, 1997, by and
among American Bank of Bradenton ("American Bank"), American Bancshares, Inc.
("ABI"), a Florida corporation and bank holding company registered under the
Bank Holding Company Act of 1956, as amended, and Murdock was adopted by and
unanimously approved, in accordance with Florida law, by the respective Boards
of Directors of ABI and Murdock on September 23, 1997 and was approved and
ratified by the Board of Directors of American Bank on December 9, 1997.
The Agreement and Plan of Merger was duly adopted and approved by the
Stockholders of Murdock at a Special Meeting of the Stockholders on March 12,
1998
The Agreement and Plan of Merger was duly adopted and approved by ABI,
the sole shareholder of American Bank, effective March 12, 1998, pursuant to an
Action by Written Consent of Sole Shareholder in Lieu of Special Meeting.
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ARTICLE IV
EFFECTIVE DATE OF THE MERGER
The Agreement and Plan of Merger and the Articles of Merger shall be
effective as of the close of business on March 23, 1998 (the "Effective Time").
IN WITNESS WHEREOF, the parties hereto have caused these Articles of
Merger to be duly executed by their respective authorized officers as of March
17, 1998.
MURDOCK FLORIDA BANK
By: /s/ Robert L. Andreasen
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Robert L. Andreasen, President and
Chief Executive Officer
AMERICAN BANK OF BRADENTON
By: /s/ Gerald L. Anthony
------------------------------------------
Gerald L. Anthony, President and
Chief Executive Officer
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EXHIBIT A
PLAN OF MERGER OF
MURDOCK FLORIDA BANK WITH AND INTO
AMERICAN BANK OF BRADENTON
PLAN OF MERGER ("Plan of Merger") dated March 17, 1998, describing a
merger by and between MURDOCK FLORIDA BANK ("Murdock"), a Florida state
chartered bank having its principal office at 1777 Tamiami Trail, Murdock,
Florida 33948 and AMERICAN BANK OF BRADENTON ("American Bank"), a Florida
state chartered bank having its principal office at 4702 Cortex Road West,
Bradenton, Florida 34210.
WITNESSETH
WHEREAS, Murdock is a banking corporation chartered under the laws of
the State of Florida, the authorized capital stock of which consists of 800,000
shares of common stock, $10.00 par value per share ("Murdock Common Stock") of
which, at the date hereof, 385,015 shares are issued and outstanding and 14,000
of which are reserved for issuance pursuant to outstanding options covering
such reserved shares;
WHEREAS, American Bank is a Florida banking corporation and a
wholly-owned subsidiary of American Bancshares, Inc., a Florida corporation and
a bank holding company registered under the Bank Holding Company Act of 1956
("ABI");
WHEREAS, the respective Board of Directors of Murdock, American Bank,
and ABI deem the merger of Murdock with and into American Bank, under and
pursuant to the terms and conditions herein set forth or referred to, desirable
and in the best interests of the respective banks, corporations, and the
shareholders, and the respective Board of Directors of Murdock and American
Bank have adopted resolutions approving the Agreement and Plan of Merger dated
September 23, 1997, as amended as of October 8, 1997, by and among ABI,
American Bank, and Murdock ("Merger Agreement"), providing for all the terms of
the merger of Murdock with and into American Bank;
WHEREAS, the Merger Agreement and this Plan of Merger providing for
the merger pursuant to Section 658.42 of the Florida Statutes have been
approved by the Board of Directors of each of the parties thereto, the Board of
Directors of Murdock has directed the Merger Agreement and this Plan of Merger
be submitted to its shareholders; and
NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties do hereby agree that the Plan of Merger shall be
as follows:
ARTICLE I
TERMS OF THE MERGER
1.1 THE MERGER. Subject to the terms and conditions of this Plan
of Merger, on the Effective Date (as hereinafter defined), Murdock shall be
merged with and into American Bank
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pursuant to the provisions of, and with the effect provided under, Florida law
(said transaction being hereinafter referred to as the "Merger"). On the
Effective Date, the separate existence of Murdock shall cease and American
Bank, as the surviving entity, shall continue unaffected and unimpaired by the
Merger. (American Bank as existing on and after the Effective Date being
hereinafter sometimes referred to as the "Surviving Bank.") The name of the
Surviving Bank shall be "American Bank."
1.2. EFFECTIVE TIME. The Articles of Merger evidencing the
transactions contemplated herein shall be delivered for filing to the
Department of State of the State of Florida (the "Department"). The Merger
shall become effective at the close of business on March 23, 1998 (such date
being referred to herein as the "Effective Time").
1.3 EFFECT OF THE MERGER. The Merger shall have the effects
specified in Section 658.45 of the Florida Statutes.
ARTICLE II
ARTICLES OF INCORPORATION AND BYLAWS
The Articles of Incorporation and the Bylaws of American Bank in
effect immediately prior to the Effective Time shall be the Articles of
Incorporation and the Bylaws of the Surviving Bank, in each case until amended
in accordance with applicable law.
ARTICLE III
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
At the Effective Time, the Board of Directors of the Surviving Bank
shall consist of those persons serving as directors of American Bank immediately
prior to the Effective Time, each such person being identified in Exhibit A
hereto. At the Effective Time, the Executive Officers of the Surviving Bank
shall consist of those persons set forth in Exhibit A hereto. Directors and
Executive Officers of the Surviving Bank will be elected annually and shall
serve until the next election of directors or executive officers, as the case
may be, and until their successors are duly elected and qualified or until
their earlier death, resignation or removal.
ARTICLE IV
BUSINESS OF BANK AND OFFICES
4.1 BUSINESS OF SURVIVING BANK. The business of the Surviving Bank
shall be that of a state banking corporation. The Surviving Bank shall issue
savings accounts on the same basis as American Bank issued savings accounts
prior to the Merger. The Surviving Bank shall not have trust powers as of the
Effective Time.
4.2 PRINCIPAL OFFICE AND BRANCHES. The principle offices of the
Surviving Bank shall be located at 4702 Cortez Road West, Bradenton, Florida
34210. A list of the branches of the Surviving Bank is attached hereto as
Exhibit B.
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ARTICLE V
CAPITAL STOCK
5.1 CONVERSION OF SHARES. Subject to the provisions of this Article
V, at the Effective Time, by virtue of the Merger and without any action on the
part of ABI, American Bank, Murdock, or their respective stockholders, the
shares of the constituent corporations shall be converted in the manner set
forth in Article III of the Merger Agreement as attached hereto as Exhibit C and
incorporated herein by reference, and stockholders of Murdock shall be entitled
to the Merger Consideration (as defined in the Merger Agreement), except to the
extent that such stockholders of Murdock have purportedly exercised the
dissenters' rights.
5.2 CAPITAL OF SURVIVING BANK. At the Effective Time, the Surviving
Bank shall have authorized capital stock of 4,000,000 shares, of which
2,380,641 shares shall be issued and outstanding and twenty four million, five
hundred thousand dollars ($24,500,000) divided into 2,380,641 shares of $1.175
par value common stock, of which 2,380,641 shares are issued to ABI, and the
Surviving Bank shall have surplus and retained earnings equal to the capital
accounts of American Bank and Murdock immediately prior to the Effective Time.
All such amounts of surplus and retained earnings shall be adjusted for normal
earnings and expenses, and any accounting adjustments relating to the Merger
provided for herein.
ARTICLE VI
CONDITIONS TO MERGER
This Plan of Merger is subject to the following terms and conditions:
6.1 MERGER AGREEMENT CONDITIONS. The obligations of American Bank
and Murdock to effect the Merger as herein provided shall be subject to the
satisfaction, unless duly waived, of the conditions set forth in the Merger
Agreement, which conditions are incorporated herein by reference to the Merger
Agreement.
6.2 REGULATORY APPROVALS. The Florida Department of Banking and
Finance shall have approved this Plan of Merger and shall have issued all other
necessary authorizations and approvals for the Merger, including the
Certificate of Merger. The appropriate federal regulatory agencies shall have
approved the Merger and shall have issued all other necessary authorizations
and approvals for the Merger, and any statutory waiting period shall have
expired.
ARTICLE VII
SHAREHOLDER APPROVAL
This Plan of Merger has been approved by the affirmative vote of ABI,
the sole shareholder of American Bank, and the affirmative vote of holders of at
least two-thirds of the outstanding Murdock Common Stock at a meeting of
stockholders duly called by the Directors of Murdock or
-3-
<PAGE> 7
as otherwise provided by the bylaws, and the Merger agreement and Plan of
Merger have been approved by the stockholders of Murdock and American Bank in
accordance with applicable law and the articles of Incorporation and Bylaws of
the respective institutions. American Bank and Murdock shall proceed
expeditiously and cooperate fully in the procurement of any other consents and
approvals and in the taking of actions, and the satisfaction of all other
requests prescribed by law or otherwise necessary or appropriate for
consummation of the Merger and the transactions contemplated thereby,
including, without limitation, any necessary regulatory approvals and consents.
ARTICLE VIII
FURTHER ASSURANCES
If any time the Surviving Bank shall consider or be advised that
any further assignments, conveyances, or assurances are necessary or desirable
to vest, perfect, or confirm in the Surviving Bank title to any property or
rights of Murdock, or otherwise carry out the provisions hereof, the proper
officers and directors of Murdock, as of the Effective Date, and thereafter the
officers of the Surviving Bank, acting on behalf of Murdock, shall execute and
deliver any and all property or assignments, conveyances, and assurances, and
do all things necessary or desirable to vest, perfect or confirm title to such
property or rights in the Surviving Bank and otherwise carry out the provisions
hereof.
ARTICLE IX
ABANDONMENT AND TERMINATION
Anything contained in the Plan of Merger to the contrary
notwithstanding, and notwithstanding adoption hereof by the shareholders of
Murdock, this Plan of Merger may be terminated and the Merger abandoned as
provided in the Merger Agreement.
ARTICLE X
MISCELLANEOUS
10.1 This Plan of Merger may be amended or supplemented at any time
by mutual agreement of American Bank and Murdock. Any such amendment or
supplement must be in writing and approved by their respective Board of
Directors and shall be subject to the proviso in Section 11.6 of the Merger
Agreement.
10.2 Any notice or other communication required or permitted under
this Plan of Merger shall be given, and shall be effective, in accordance with
provisions of Merger Agreement.
10.3 The headings of the several Articles herein are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Plan of Merger.
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10.4 This Plan of Merger shall be governed by and construed in
accordance with the laws of the State of Florida applicable to agreements made
and entirely to be performed in such jurisdiction, except to the extent federal
law may applicable.
WITNESS WHEREOF the American Bank and Murdock have caused the
signatures and seals of said constituent banks to be affixed hereto effective
as of the date first written above, each hereunto set by its President or a
Vice President and attested by its Cashier or Secretary, pursuant to a
resolution of its Board of Directors, acting by a majority thereof.
AMERICAN BANK OF BRADENTON
By: /s/ Gerald L. Anthony
------------------------
Gerald L. Anthony
President and Chief Executive Officer
Attest:
/s/ Brian M. Watterson
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Secretary
(Seal of Bank)
MURDOCK FLORIDA BANK
By: /s/ Robert L. Andreasen
-------------------------
Robert L. Andreasen
President and Chief Executive Officer
Attest:
/s/ Dale E. Bowe
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Cashier
(Seal of Bank)
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EXHIBIT A
DIRECTORS
Samuel S. Aidlin Lindell W. Orr
5079 Village Gardens 2020 59th Street West
Sarasota, FL 34234 Bradenton, FL 34209
Gerald L. Anthony Lynn B. Powell, III
3907 Royal Palm Drive 553 Magellan
Bradenton, FL 34210 Sarasota, FL 34243
Ronald L. Larson Walter L. Presha
3001 Riverview Blvd. 880 33rd Street East
Bradenton, FL 34205 Palmetto, FL 34221
Timothy I. Miller J. Gary Russ
3203 52nd Avenue Dr. 10902 Russ Road
Bradenton, FL 34207 Myakka City, FL 34241
Dan E. Molter R. Jay Taylor
7704 19th Avenue N.W. 932 5th Avenue West
Bradenton, FL 34209 Palmetto, FL 34221
Kirk D. Moudy Edward D. Wyke
3711 De Prado Blvd. 219 32nd Street West
Cape Coral, FL. 33904 Bradenton, FL 34205
EXECUTIVE OFFICERS
Gerald L. Anthony
President and Chief Executive Officer
Robert L. Andreasen
Charlotte County Executive
4441 Blue Sage Court
Bonita Springs, FL 34134
Dale E. Bowe
Vice President, Commercial Loan Officer
18438 Temple Avenue
Port Charlotte, FL 33948
<PAGE> 10
Philip W. Coon
Senior Vice President, Mortgage Banking Division
510 Rooks Road
Seffner, FL 33584
Andrea M. Franco
Vice President, Credit Cards and Marketing
444 40th Court West
Bradenton, FL 34205
Stuart M. Gregory
Senior Vice President, Retail Residential Lending
117 25th Street West
Bradenton, FL 34205
Michael R. Lewis
Senior Vice President, Consumer Lending
5205 20th Avenue West
Bradenton, FL 34209
David R. Mady
Vice President, Secondary Market Manager
3209 Riverview Blvd.
Bradenton, FL 34205
John S. Nash
Senior Vice President, Senior Commercial Lending Officer
4804 1st Avenue Drive, N.W.
Bradenton, Fl. 34209
David R. Mady
Vice President, Secondary Market Manager
3209 Riverview Blvd.
Bradenton, FL 34205
Brian M. Watterson
Chief Financial Officer, Chief Operating Officer and Secretary
8821 28th Street East
Palmetto, FL 34219
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EXHIBIT B
BRANCHES
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NAME POST
NAME ADDRESS MERGER
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American Bank of Bradenton 4115 US Highway 301 North American Bank
Ellenton, Florida 34222
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American Bank of Bradenton 902 17th Street American Bank
Palmetto, Florida 34220
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American Bank of Bradenton 5503 Manatee Avenue West American Bank
Bradenton, Florida 34209
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American Bank of Bradenton 6821 15th Street East American Bank
Bradenton, Florida 34203
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American Bank of Bradenton 1301 8th Avenue West American Bank
Palmetto, Florida 34221
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American Bank of Bradenton 2525 Manatee Avenue West American Bank
Bradenton, Florida 34205
(Drive-up only)
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Murdock Florida Bank 1777 Tamiami Trail American Bank
Murdock, Florida 33948
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American Bank of Bradenton 301 North Tamiami Trail American Bank
Ruskin, Florida 33570(1)
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</TABLE>
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(1) American Bank received an approval order from the Federal Deposit
Insurance Corporation on February 26, 1998 to open this branch. This
branch has not opened for business as of the date hereof.
<PAGE> 12
EXHIBIT C
ARTICLE III
MANNER OF CONVERTING SHARES
3.1 CONVERSION. Subject to the provisions of this Article III, at
the Effective Time, by virtue of the Merger and without any action on the part
of the shareholders of ABI or Murdock, the shares of the constituent
corporations shall be converted as follows:
(a) Except for shares of Murdock Common Stock issued and
outstanding immediately prior to the Effective Time as to which dissenters'
rights have been perfected and not withdrawn, and subject to Section 3.4
relating to fractional shares, each share of Murdock Common Stock (excluding
shares to be cancelled pursuant to Section 3.3 of this Agreement) issued and
outstanding at the Effective Time shall cease to be outstanding and shall be
converted into and exchanged for 2.40 ABI Common Shares (the "Exchange
Ratio"). The Exchange Ratio shall be fixed and no adjustment shall be made
except pursuant to Section 3.2 of this Agreement unless the Designated Price
of the ABI Common Shares is less than $11.00, the Closing Equity is less than
$5,000,000, or both, in which case the Exchange Ratio shall be adjusted in
accordance with Section 3.1(b) of this Agreement.
(b) If the Designated Price of ABI Common Shares is less than
$11.00 and the Closing Equity is at least $5,000,000, then the Exchange Ratio
shall be increased to equal the quotient, rounded to the third decimal point,
of: (x) the product of $11.00 and the Exchange Ratio dividend by (y) the
Designated Price. If the Designated Price shall be less than $10.00, then ABI
and Murdock shall in good faith attempt to negotiate a mutually acceptable
Merger Consideration for the Murdock Common Stock; provided, however, that if a
mutually acceptable Merger Consideration is not negotiated within four days
following the Determination Date, then Murdock may terminate this Agreement
pursuant to Section 10.1(i) of this Agreement. If the Closing Equity shall be
less than $5,000,000, then the Exchange Ratio shall be adjusted as follows:
(i) if the Designated Price is $11.00 or more, then the Exchange Ratio shall
be decreased to equal the quotient, rounded to the third decimal point, of (A)
the quotient of [Closing Equity multiplied by 2.25, divided by 385,015] divided
by (B) 12.169, or (ii) if the Designated Price is less than $11.00, then the
Exchange Ratio shall be adjusted to equal the quotient, rounded to the third
decimal point, of (A) the quotient of [Closing Equity multiplied by 2.25,
divided by 385,015] divided by (B) 11.00. If the Closing Equity shall be less
than $4,875,000, then ABI and Murdock shall in good faith attempt to negotiate
a mutually acceptable Merger Consideration for the Murdock Common Stock;
provided, however, that if a mutually agreed upon Merger Consideration is not
negotiated within four days following the determination of Closing Equity, then
ABI may terminate the Agreement pursuant to Section 10.1(j) of this Agreement.
(c) Each of the Surviving Corporation common shares, $1.175 par
value per share, issued and outstanding immediately prior to the Effective Time
shall remain issued and outstanding from and after the Effective Time.
(d) Each of the ABI Common Shares issued and outstanding
immediately prior to the Effective Time shall remain issued and outstanding
from and after the Effective Time.
3.2 ANTI-DILUTION PROVISIONS. In the event that ABI changes the
number of ABI Common Shares issued and outstanding prior to the Effective Time
as a result of a stock split, stock dividend, recapitalization,
reclassification, or other similar transaction with respect to such ABI Common
Shares and the record date therefor (in the case of a stock dividend) or the
effective date thereof (in the case of a stock split or similar
recapitalization for which a record date is not established) shall be prior to
the Effective Time, the Merger Consideration shall be proportionately adjusted
so as to prevent any dilutive effect to the stockholders of Murdock which would
otherwise result from any such transaction on a percentage of ownership basis.
3.3 SHARES HELD BY MURDOCK. Each share of Murdock Common Stock held
by Murdock as treasury stock, other than those shares of Murdock Common Stock
held in a fiduciary capacity or as a result of debts
<PAGE> 13
previously contracted, shall be cancelled and retired at the Effective Time and
shall cease to exist and no consideration shall be exchanged therefor. All ABI
Common Shares that are owned by Murdock shall become treasury stock of ABI.
3.4 FRACTIONAL SHARES. Notwithstanding any other provision of this
Agreement, each holder of shares of Murdock Common Stock exchanged pursuant to
the Merger who would otherwise have been entitled to receive a fraction of an
ABI Common Share (after taking into account all certificates delivered by such
holder) shall receive, in lieu thereof, cash (without any interest thereon) in
an amount equal to such fractional part of an ABI Common Share multiplied by
the "market price" of one ABI Common Share at the Closing. The "market price"
of one ABI Common Share at the Closing shall be the closing price of such
common shares on Nasdaq (as reported by the Wall Street Journal or, if not
reported thereby, any other authoritative source selected by ABI) on the last
trading day preceding the Closing. No such holder will be entitled to
dividends, voting rights, or any other rights as a shareholder in respect of
any fractional share.
3.5 CONVERSION OF STOCK OPTIONS
(a) At the Effective Time, each award, option, or other right to
purchase or acquire ABI Common Shares pursuant to any stock awards, stock
options, stock appreciation rights or other benefits("Murdock Rights") granted
and under any employee stock option or compensation plan or arrangement of
Murdock ("Murdock Stock Plans") which are outstanding at the Effective Time,
whether or not vested or exercisable, without any action on the part of the
holder thereof, shall be converted into and become rights with respect to ABI
Common Shares, and ABI shall assume each Murdock Right, in accordance with the
terms of the Murdock Stock Plan and stock option agreement or award by which it
is evidenced, except that from and after the Effective Time (i) ABI and its
Compensation Committee shall be substituted for Murdock and the committee of
Murdock's Board of Directors (including, if applicable, the entire Board of
Directors of Murdock) administering such Murdock Stock Plan, (ii) each Murdock
Right assumed by ABI may be exercised solely for ABI Common Shares (or cash in
the case of stock appreciation rights), (iii) the number of ABI Common Shares
subject to such Murdock Right shall be equal to the number of ABI Common Shares
subject to such Murdock Right immediately prior to the Effective Time
multiplied by the Exchange Ratio, and (iv) the per share exercise price (or
similar threshold price, in the case of stock awards) under each such Murdock
Right shall be adjusted by dividing the per share exercise (or threshold) price
under each such Murdock Right by the Exchange Ratio and rounding up to the
nearest cent. Notwithstanding the provisions of clause (iii) of the proceeding
sentence, ABI shall not be obligated to issue any fraction of an ABI Common
Share upon exercise of Murdock Rights and any fraction of an ABI Common Share
that otherwise would be subject to a converted Murdock Right shall represent
the right to receive a cash payment equal to the product of such fraction and
the difference between the market price of one ABI Common Share and the per
share exercise price of such right. In addition, notwithstanding the
provisions of clauses (iii) and (iv) of the first sentence of this Section
3.5(a), each Murdock Right which is an "incentive stock option" shall be
adjusted as required by Section 424 of the Internal Revenue Code, and the
regulations promulgated thereunder, so as not to constitute a modification,
extension, or renewal of the option, within the meaning of Section 424(h) of
the Internal Revenue Code. ABI agrees to take all necessary steps to
effectuate the foregoing provisions of this Section 3.5.
(b) As soon as practicable after the Effective Time, ABI shall
deliver to the participants in each Murdock Stock Plan an appropriate notice
setting forth such participant's rights pursuant thereto and the grants
pursuant to such Murdock Stock Plan shall continue in effect on the same terms
and conditions (subject to the adjustments required by Section 3.5(a) of this
Agreement after giving effect to the Merger), and ABI shall comply with the
terms of each Murdock Stock Plan to ensure, to the extent required by, and
subject to the provisions of, such Murdock Stock Plan, that the Murdock Rights
which qualified as incentive stock options prior to the Effective Time continue
to qualify as incentive stock options after the Effective Time. At or prior to
the Effective Time, ABI exercise of Murdock Rights assumed by ABI in accordance
with this Section 3.5. None of the ABI Common Shares to be issued upon
conversion or exercise of converted Murdock Rights will be required to be
registered under the Securities Act or any blue sky or state securities Laws.
<PAGE> 14
(c) All restrictions or limitations on transfer with respect to
Murdock Common Stock awarded under the Murdock Stock Plans, to the extent that
such restrictions or limitations shall not have already lapsed, and except as
otherwise expressly provided in such plan, program, or arrangement, shall
remain in full force and effect with respect to ABI Common Shares into which
such restricted stock is converted pursuant to Section 3.1 of this Agreement.
(d) Prior to the Effective Time, Murdock will make any
amendments to the terms of the Murdock Stock Plans that are necessary to give
effect to the transactions contemplated by this Section 3.5. Murdock
represents that neither the execution of this Agreement nor the consummation of
the transactions contemplated hereby will cause the acceleration of vesting,
the lapse of repurchase rights or obligations, or the triggering of any other
benefits, rights or protections occurring upon a change of control of Murdock
with respect to any Murdock Rights under any Murdock Stock Plan or otherwise.
Except as contemplated by this Section 3.5(d), Murdock will not, after the date
hereof, without the written consent of ABI, amend any outstanding Murdock
Rights or other options or rights to purchase shares of Murdock Common stock
(including accelerating the vesting or lapse of repurchase rights or
obligations).
3.6 DISSENTER'S SHARES. Notwithstanding Section 3.1(a) of this
Agreement, shares of Murdock Common Stock issued and outstanding at the
Effective Time which are held by a holder who has not voted in favor of the
Merger and who has demanded payment for such shares in accordance with Section
658.44 of the Florida Statutes ("Dissenting Murdock Shares") shall not be
converted into or represent the right to receive the ABI Common Shares payable
thereon pursuant to Section 3.1 of this Agreement, and shall be entitled only
to such rights of appraisal as are granted by Section 658.44 of the Florida
Statutes ("Dissent Provisions"), unless and until such holder fails to perfect
or effectively withdraws or otherwise loses his rights to appraisal, such
shares of Murdock Common Stock shall be treated as if they had been converted
at the Effective Time into the right to receive the ABI Common Shares payable
thereon pursuant to Section 3.1 of this Agreement. Murdock shall give ABI
prompt notice upon receipt by Murdock of any written objection to the Merger
and such written demands for payment for shares of Murdock Common Stock under
the Dissent Provisions, and the withdrawals of such demands, and any other
instruments provided to Murdock pursuant to the Dissent Provisions (any
shareholder duly making such demand being hereinafter called a "Dissenting
Shareholder"). Each Dissenting Shareholder that becomes entitled, pursuant to
the Dissent Provisions, to payment for any shares of Murdock Common Stock held
by such Dissenting Shareholder shall receive payment therefor from ABI (but
only after the amount thereof shall have been agreed upon or at the times and
in the amounts required by the Dissent Provisions) and all of such Dissenting
Shareholders shares of Murdock Common Stock shall be cancelled. Murdock shall
not, except with the prior written consent of ABI, voluntarily make any payment
with respect to, or settle or offer to settle, any demand for payment by a
Dissenting Shareholder.
3.7 TRANSFERS. At the Effective Time, the stock transfer books of
Murdock shall be closed as to holders of Murdock Common Stock immediately prior
to the Effective Time and no transfers of Murdock Common stock by any such
holder shall thereafter be made or recognized. If, after the Effective Time,
certificates representing Murdock Common Stock are properly presented in
accordance with Section 4.1 of this Agreement to the exchange agent, which
shall be selected by ABI ("Exchange Agent"), such certificates shall be
cancelled and exchanged for certificates representing the number of whole ABI
Common Shares and a check representing the amount of cash for fractional
shares, if any, into which the Murdock Common Stock represented thereby were
converted in the Merger (the "Merger Consideration").
<PAGE> 15
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "First Amendment")
dated as of October 8, 1997 by and among AMERICAN BANCSHARES, INC. ("ABI"), a
Florida corporation having its principal office located in Bradenton, Florida,
AMERICAN BANK OF BRADENTON ("American Bank"), a Florida state chartered bank,
and MURDOCK FLORIDA BANK ("Murdock"), a Florida state chartered bank having its
principal office located in Murdock, Florida.
PREAMBLE
The parties hereto entered into an Agreement and Plan of Merger, dated as
of September 23, 1997 ("Merger Agreement"), whereby ABI, American Bank, and
Murdock agreed to the merger of Murdock with and into American Bank. The
parties now desire to amend the Merger Agreement on the terms and conditions
set forth herein for the purpose of making certain corrective revisions.
NOW, THEREFORE, in consideration of the above and the mutual
representations, warranties, covenants, and agreements herein contained, the
parties hereby agree as follows:
1. Amendments to the Merger Agreement.
(A) Conversion of Murdock Common Stock - Adjustment of Exchange
Ratio. Section 3.1(b) of the Merger Agreement is hereby amended by deleting
Section 3.1(b) in its entirety and by insertion, in lieu thereof, of the
following:
(b) If the Designated Price of ABI Common Shares is less than
$11.00 and the Closing Equity is at least $5,000,000, then the
Exchange Ratio shall be increased to 2.65. If the Designated Price
shall be less than $10.00, then ABI and Murdock shall in good faith
attempt to negotiate a mutually acceptable Merger Consideration for
the Murdock Common Stock; provided, however, that if a mutually agreed
upon Merger Consideration is not negotiated within four days following
the Determination Date, then Murdock may terminate this Agreement
pursuant to Section 10.1(i) of this Agreement. If the Closing Equity
shall be less than $5,000,000, then the Exchange Ratio shall be
adjusted as follows: (i) if the Designated Price is $11.00 or more,
then the Exchange Ratio shall be decreased to equal the quotient,
rounded to the third decimal point, of (A) the quotient of [Closing
Equity multiplied by 2.25, divided by 385,015] divided by (B) 12.169,
or (ii) if the Designated Price is less than $11.00, then the Exchange
Ratio shall be adjusted to equal the quotient, rounded to the third
decimal point, of (A) the quotient of [Closing Equity multiplied by
2.25, divided by 385,015] divided by (B) 11.00. If the Closing Equity
shall be less than $4,875,000, then ABI and Murdock shall in good
faith attempt to negotiate a mutually acceptable Merger Consideration
for the Murdock Common Stock; provided, however, that if a mutually
agreed upon Merger Consideration is not negotiated within four days
following the determination of Closing Equity, then ABI may terminate
the Agreement pursuant to Section 10.1(j) of this Agreement.
<PAGE> 16
(B) Revised Definitions. The definition of Murdock Common Stock set
forth in Section 11.1(a) of the Merger Agreement is hereby amended by
deleting the definition of Murdock Common Stock set forth in Section
11.1(a) in its entirety and by insertion, in lieu thereof, of the
following:
"Murdock Common Stock" shall mean the $10.00 par value
common stock of Murdock.
2. Defined Terms. All terms which are capitalized but are not otherwise
defined herein shall have the meanings ascribed to them in the Merger Agreement.
3. Inconsistent Provisions. All provisions of the Merger Agreement which
have not been amended by this First Amendment shall remain in full force and
effect. Notwithstanding the foregoing to the contrary, to the extent that there
is any inconsistency between the provisions of the Merger Agreement and the
provisions of this First Amendment, the provisions of this First Amendment
shall control and be binding.
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<PAGE> 17
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by their respective officers thereunto duly authorized,
all as of the date first written above.
AMERICAN BANCSHARES, INC.
By: /s/ Gerald L. Anthony
-------------------------------------
Gerald L. Anthony
President and Chief Executive Officer
AMERICAN BANK OF BRADENTON
By: /s/ Gerald L. Anthony
-------------------------------------
Gerald L. Anthony
President and Chief Executive Officer
MURDOCK FLORIDA BANK
By: /s/ Robert L. Andreasen
-------------------------------------
Robert L. Andreasen
President and Chief Executive Officer
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