EXHIBIT 1.1
[LETTERHEAD OF TRIDENT SECURITIES]
September 1, 2000
Board of Directors
Citizens First Savings Bank
525 Water Street
Port Huron, Michigan 48061
RE: Conversion Stock Marketing Services
Gentlemen:
This letter sets forth the terms of the proposed engagement between Trident
Securities, a division of McDonald Investments, Inc. ("Trident") and Citizens
First Savings Bank, together with its successors and assigns, (the "Savings
Bank") concerning our investment banking services in connection with the
conversion of the Savings Bank from a mutual to a capital stock form of
organization.
Trident is prepared to assist the Savings Bank in connection with the offering
of its shares of common stock during the subscription offering and community
offering as such terms are defined in the Savings Bank's Plan of Conversion.
The specific terms of the services contemplated hereunder shall be set forth in
a definitive sales agency agreement (the "Agreement") between Trident and the
Savings Bank to be executed on the date the prospectus is declared effective by
the appropriate regulatory authorities. The price of the shares during the
subscription offering and community offering will be the price established by
the Savings Bank's Board of Directors, based upon an independent appraisal as
approved by the appropriate regulatory authorities, provided such price is
mutually acceptable to Trident and the Savings Bank.
In connection with the subscription offering and community offering, Trident
will act as financial advisor and exercise its best efforts to assist the
Savings Bank in the sale of its common stock during the subscription offering
and community offering. Additionally, Trident may, as the Savings Bank
determines to be appropriate, enter into agreements with other National
Association of Securities Dealers, Inc., ("NASD") member firms to act as
selected dealers, assisting in the sale of the common stock. Trident and the
Savings Bank will determine the selected dealers to assist the Savings Bank
during the community offering. At the appropriate time, Trident in conjunction
with its counsel, will conduct an examination of the relevant documents and
records of the Savings Bank as Trident deems necessary and appropriate. The
Savings Bank will make all documents, records and other information deemed
necessary by Trident or its counsel available to them upon request.
For its services hereunder, Trident will receive the following compensation and
reimbursement from the Savings Bank:
Board of Directors
September 1, 2000
Page 2
1. A conversion center management and proxy solicitation management fee
in the amount of $40,000.
2. A commission equal to one and one-half percent (1.5%) of the aggregate
dollar amount of stock sold in the subscription offering, community
offering or syndicated community offering, excluding any shares of
stock sold to the Savings Bank's directors, executive officers and
employee benefit plans. Additionally, commissions will be excluded on
those shares sold to "Associates" of the Savings Bank's directors and
executive officers. The term "Associates" as used herein shall have the
same meaning as that found in the Savings Bank's Plan of Conversion.
Provided, however, that for stock sold by other NASD member firms under
selected dealer's agreements, the commission shall not exceed a fee of
four and one half percent (4.5%), unless such amount is approved in
advance by the board of the Savings Bank.
3. The foregoing fees and commissions are to be payable to Trident at the
closing as defined in the Agreement to be entered into between the
Savings Bank and Trident.
4. Trident shall be reimbursed for its reasonable legal and for out-of-
pocket expenses incurred by them and their counsel, whether or not the
Agreement is consummated. Trident's legal and out-of-pocket expenses
will not exceed $75,000.
The Savings Bank will forward to Trident a check in the amount of $20,000 as an
advance payment to defray the expenses of Trident.
It further is understood that the Savings Bank will pay all other expenses of
the conversion including but not limited to its attorneys' fees, NASD fairness
filing and other NASD filing fees, and filing and registration fees and fees of
either Trident's attorneys or the attorneys relating to any required state
securities law filings, telephone charges, air freight, rental equipment,
supplies, transfer agent charges, fees relating to auditing and accounting and
costs of printing all documents necessary in connection with the foregoing.
In order to facilitate Trident's filing with the NASD, the Savings Bank agrees
to deliver or cause to be delivered to Trident, or Trident's counsel, seven
copies of the registration statement, and any amendments thereto filed with the
Securities and Exchange Commission ("SEC") within one day after they are filed
with the SEC.
For purposes of Trident's obligation to file certain documents and to make
certain representations to the NASD in connection with the conversion, the
Savings Bank warrants that: (a) the Savings Bank has not privately placed any
securities within the last 18 months; (b) there have been no material dealings
within the last 12 months between the Savings Bank and any NASD member or any
person related to or associated with any such member; (c) none of the officers
or directors of
Board of Directors
September 1, 2000
Page 3
the Savings Bank has any affiliation with the NASD; (d) except as contemplated
by this engagement letter with Trident, the Savings Bank has no financial or
management consulting contracts outstanding with any other person; (e) the
Savings Bank has not granted Trident a right of first refusal with respect to
the underwriting of any future offering of the Savings Bank stock; and (f) there
has been no intermediary between Trident and the Savings Bank in connection with
the public offering of the Savings Bank's shares, and no person is being
compensated in any manner for providing such service.
Other than disclosure to other firms made part of any syndicate of selected
dealers or as required by law or regulation, Trident agrees that it will not
disclose any Confidential Information relating to the Savings Bank obtained in
connection with its engagement hereunder (whether or not the Conversion is
consummated). As used in this paragraph, the term "Confidential Information"
shall be defined in the agreement, but shall not include information which: (1)
is or becomes generally available to the public other than as a result of
disclosure by Trident; (2) was available to Trident on a non-confidential basis
prior to its disclosure to Trident by the Savings Bank; or (3) becomes available
to Trident on a non-confidential basis from a person other than the Savings Bank
who is not otherwise known to Trident to be bound not to disclose such
information pursuant to a contractual, legal or fiduciary obligation.
The Savings Bank agrees to indemnify and hold harmless Trident and each person,
if any, who controls the firm against all losses, claims, damages or
liabilities, joint or several and all legal or other expenses reasonably
incurred by them in connection with the investigation or defense thereof
(collectively, "Losses"), to which they may become subject under securities laws
or under the common law, that arise out of or are based upon the conversion or
the engagement hereunder of Trident except to the extent such losses are the
result of the bad faith, gross negligence or willful misconduct of Trident. If
the foregoing indemnification is unavailable for any reason, the Savings Bank
agrees to contribute to such Losses in the proportion that its financial
interest in the conversion bears to that of the indemnified parties. If the
agreement is entered into with respect the common stock to be issued in the
conversion, the Agreement will provide for indemnification, which will be in
addition to any rights that Trident or any other indemnified party may have at
common law or otherwise. The indemnification provision of this paragraph will
be superseded by the indemnification provisions of the Agreement entered into by
the Savings Bank and Trident.
This letter is merely a statement of intent and is not a binding legal agreement
except as to paragraph (4) above with regard to the obligation to reimburse
Trident for allocable expenses to be incurred prior to the execution of the
Agreement and the indemnity described in the preceding paragraph. While Trident
and the Savings Bank agree in principle to the contents hereof and propose to
proceed promptly, and in good faith, to work out the arrangements with respect
to the proposed offering, any legal obligations between Trident and the Savings
Bank shall be only as set forth in a duly executed Agreement. Such Agreement
shall be in form and content satisfactory to Trident and the Savings Bank, as
well as their counsel, and Trident's obligations thereunder shall be subject to,
among other things, there being in Trident's opinion no material adverse change
in the condition or obligations of the Savings Bank or no market conditions
which might render the sale
Board of Directors
September 1, 2000
Page 4
of the shares by the Savings Bank hereby contemplated inadvisable.
Please acknowledge your agreement to the foregoing by signing below and
returning to Trident one copy of this letter, along with the advance payment of
$20,000. This proposal is open for your acceptance for a period of thirty (30)
days from the date hereof.
Yours very truly,
TRIDENT SECURITIES, A Division
of McDonald Investments, Inc.
By: /s/ R. Lee Burrows, Jr.
-----------------------------
R. Lee Burrows, Jr.
Managing Director
Agreed and accepted to this _______ day
of _________________________, 2000
CITIZENS FIRST SAVINGS BANK
By: /s/ Larry J. Moeller, Sr.
---------------------------
Larry J. Moeller, Sr.
Chairman, President and CEO