EXHIBIT 1.1
WSB Holding Company
212,500 to 287,500 Shares
Common Stock
(Par Value $.10 Per Share)
$10.00 Per Share
SALES AGENCY AGREEMENT
----------------------
Trident Securities, Inc.
4601 Six Forks Road, Suite 400
Raleigh, North Carolina 27609
Dear Sirs:
WSB Holding Company, a Pennsylvania-chartered corporation (the
"Company"), and Workingmens Savings Bank, FSB a federally chartered and insured
mutual savings bank (the "Bank"), hereby confirm, as of ________________, 1997,
their respective agreements with Trident Securities, Inc. ("Trident"), a
broker-dealer registered with the Securities and Exchange Commission
("Commission") and a member of the National Association of Securities Dealers,
Inc. ("NASD"), as follows:
1. Introductory. The Bank intends to convert from a federally chartered
mutual savings bank association to a federally chartered stock savings bank (to
be known as Workingmens Bank) as a wholly owned subsidiary of the Company
(together with the Offerings, as defined below, the issuance of shares of common
stock of the Bank to the Company and the incorporation of the Company, the
"Conversion") pursuant to a plan of conversion adopted on May 19, 1997 (as
amended, if amended, the "Plan"). In accordance with the Plan, the Company is
offering shares of its common stock, par value $.10 per share (the "Shares" and
the "Common Stock"), pursuant to nontransferable subscription rights in a
subscription offering (the "Subscription Offering") to certain depositors and
borrowers of the Bank and to the Bank's Employee Stock Ownership Plan (the
"ESOP"). Shares of the Common Stock not sold in the Subscription Offering may be
offered to the general public in a community offering, with preference given to
natural persons residing in _______________, Pennsylvania (the "Community
Offering"), subject to the right of the Company and the Bank, in their absolute
discretion, to reject orders in the Community Offering in whole or in part.
Shares not sold in the Subscription Offering or otherwise in the Community
Offering may be offered to certain members of the general public as part of the
Community Offering by a group of broker-dealers (the "Syndicated Community
Offering") (the Subscription Offering and, if any, the Community and Syndicated
Community Offerings are sometimes referred to collectively as the "Offerings").
In the Offerings, the Company is offering between 212,500 and 287,500 Shares,
with the possibility of offering up to 330,600 Shares without a resolicitation
of subscribers, as contemplated by Part 563b of Title 12 of the Code of Federal
Regulations. With the exception of the ESOP, no person may purchase in the
Offerings more than 7,500 Shares; no person or
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Page 2
persons purchasing through a single account, together with associates of and
persons acting in concert with such persons, may purchase in the Offerings more
than12,500 Shares.
The Company and the Bank have been advised by Trident that it will
utilize its best efforts in assisting the Company and the Bank with the sale of
the Shares in the Offerings, including any Syndicated Community Offering. Prior
to the execution of this Agreement, the Company has delivered to Trident a
prospectus dated as of the date hereof and all supplements thereto to be used in
the Offerings. Such prospectus contains information with respect to the Company,
the Bank and the Shares.
2. Representations and Warranties.
(a) The Company and the Bank jointly and severally represent
and warrant to Trident that:
(i) The Company has filed with the Commission a
registration statement, including exhibits and an amendment or
amendments thereto, on Form SB-2 (No. 333- __________), including
a prospectus relating to the Offerings, for the registration of
the Shares under the Securities Act of 1933, as amended (the
"Act"); and such registration statement has become effective
under the Act and no stop order has been issued with respect
thereto and no proceedings therefor have been initiated or, to
the Company's and the Bank's best knowledge, threatened by the
Commission. Except as the context may otherwise require, such
registration statement, as amended or supplemented, on file with
the Commission at the time the registration statement became
effective, including the prospectus, financial statements,
schedules, exhibits and all other documents filed as part
thereof, as amended and supplemented, is herein called the
"Registration Statement," and the prospectus, as amended or
supplemented, on file with the Commission at the time the
Registration Statement became effective is herein called the
"Prospectus," except that if the prospectus filed by the Company
with the Commission pursuant to Rule 424(b) of the general rules
and regulations of the Commission under the Act (together with
the enforceable published policies and actions of the Commission
thereunder, the "SEC Regulations") differs from the form of
prospectus on file at the time the Registration Statement became
effective, the term "Prospectus" shall refer to the Rule 424(b)
prospectus from and after the time it is filed with or mailed for
filing to the Commission and shall include any amendments or
supplements thereto from and after their dates of effectiveness
or use, respectively.
(ii) The Bank has filed an Application for Approval of
Conversion on
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Form AC, including exhibits (as amended or supplemented, the
"Form AC," and together with the Form H-(e)1-S referred to below,
the "Conversion Application") with the Office of Thrift
Supervision (the "Office") under the Home Owners' Loan Act, as
amended (the "HOLA") and the enforceable rules and regulations,
including published policies and actions, of the Office
thereunder (the "OTS Regulations"), which has been approved by
the Office; and the Prospectus and the proxy statement for the
solicitation of proxies from members for the special meeting to
approve the Plan (the "Proxy Statement") included as part of the
Form AC have been approved for use by the Office. No order has
been issued by the Office preventing or suspending the use of the
Prospectus or the Proxy Statement; and no action by or before the
Office revoking such approvals is pending or, to the Bank's best
knowledge, threatened. The Company has filed with the Office the
Company's application on Form H-(e)1-S promulgated under the
savings and loan holding company provisions of the HOLA and the
OTS Regulations and has received approval of its acquisition of
the Bank from the Office. No action by or before the Office
revoking such approval is pending, or to the Company's best
knowledge, threatened.
(iii) At the date of the Prospectus and at all times
subsequent thereto through and including the Closing Date (i) the
Registration Statement and the Prospectus (as amended or
supplemented, if amended or supplemented) complied and will
comply with the Act and the Regulations, (ii) the Registration
Statement (as amended or supplemented, if amended or
supplemented) did not and will not contain an untrue statement of
a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and (iii) the Prospectus (as amended or supplemented,
if amended or supplemented) did not and will not contain any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading. Representations or warranties in
this subsection shall not apply to statements or omissions made
in reliance upon and in conformity with written information
furnished to the Company or the Bank relating to Trident by or on
behalf of Trident expressly for use in the Registration Statement
or Prospectus.
(iv) The Company has been duly organized as a Pennsylvania
corporation, and the Bank has been duly organized as a mutual
savings bank under the laws of the United States, and each of
them is validly existing and in good standing under the laws of
the jurisdiction of its organization with full power and
authority to own its property and conduct its business as
described in the
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Registration Statement and Prospectus; the Bank is a member in
good standing of the Federal Home Loan Bank of Pittsburgh; and
the deposit accounts of the Bank are insured by the Savings
Association Insurance Fund ("SAIF") administered by the Federal
Deposit Insurance Corporation ("FDIC") up to the applicable legal
limits. Each of the Company and the Bank is not required to be
qualified to do business as a foreign corporation in any
jurisdiction where non-qualification would have a material
adverse effect on the condition (financial or otherwise),
operations, business, assets, earnings or properties of Company,
the Bank and the Subsidiary, taken as a whole ("Material Adverse
Effect"). The Bank does not own equity securities of or an equity
interest in any business enterprise except for all of the
outstanding capital stock of Workingmens Service Corporation, a
Pennsylvania corporation (the "Subsidiary") and except as
described in the Prospectus. Upon amendment of the Bank's charter
and bylaws as provided in the rules and regulations of the Office
and completion of the sale by the Company of the Shares as
contemplated by the Prospectus, (i) the Bank will be converted
pursuant to the Plan to a federally chartered capital stock
savings bank with full power and authority to own its property
and conduct its business as described in the Prospectus, (ii) all
of the authorized and outstanding capital stock of the Bank will
be owned of record and beneficially by the Company, and (iii) the
Company will have no direct subsidiaries other than the Bank.
(v) The Bank and the Subsidiary have good, marketable and
insurable title to all assets material to their business and to
those assets described in the Prospectus as owned by them, free
and clear of all material liens, charges, encumbrances or
restrictions, except for liens for taxes not yet due, except as
described in the Prospectus and except as could not in the
aggregate have a Material Adverse Effect; and all of the leases
and subleases material to the operations or financial condition
of the Bank and the Subsidiary, taken as a whole, under which
either the Bank or Subsidiary holds properties, including those
described in the Prospectus, are in full force and effect as
described therein.
(vi) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been
duly and validly authorized by all necessary actions on the part
of each of the Company and the Bank, and this Agreement is a
valid and binding obligation with valid execution and delivery of
each of the Company and the Bank, enforceable in accordance with
its terms (except as the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, reorganization or similar
laws relating to or affecting the enforcement of creditors'
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rights generally or the rights of creditors of savings and loan
holding companies the accounts of whose subsidiaries are insured
by the FDIC or by general equity principles, regardless of
whether such enforceability is considered in a proceeding in
equity or at law, and except to the extent that the provisions of
Sections 8 and 9 hereof may be unenforceable as against public
policy or pursuant to Section 23A of the Federal Reserve Act, 12
U.S.C. Section 371c ("Section 23A")).
(vii) There is no litigation or governmental proceeding
pending or, to the best knowledge of the Company or the Bank,
threatened against or involving the Company, the Bank, the
Subsidiary or any of their respective assets which individually
or in the aggregate would reasonably be expected to have a
Material Adverse Effect.
(viii) The Company and the Bank have received the opinions
of Malizia, Spidi, Sloane & Fisch, P.C. with respect to federal
tax consequences of the Conversion, and of _______________ with
respect to Pennsylvania tax consequences of the Conversion, to
the effect that the Conversion will constitute a tax-free
reorganization under the Internal Revenue Code of 1986, as
amended, and will not be a taxable transaction for the Bank or
the Company under the laws of Pennsylvania, and the facts relied
upon in such opinions are accurate and complete.
(ix) Each of the Company and the Bank has all such
corporate power, authority, authorizations, approvals and orders
as may be required to enter into this Agreement and to carry out
the provisions and conditions hereof, subject to the limitations
set forth herein and subject to the satisfaction of certain
conditions imposed by the Office in connection with its approvals
of the Form AC and the Application H-(e)1-S, and except as may be
required under the securities laws of various jurisdictions, and
in the case of the Company, as of the Closing Date, will have
such approvals and orders to issue and sell the Shares to be sold
by the Company as provided herein, and in the case of the Bank,
as of the Closing Date, will have such approvals and orders to
issue and sell the Shares of its Common Stock to be sold to the
Company as provided in the Plan, subject to the issuance of
amended charter in the form required for federally chartered
stock savings associations (the "Stock Charter"), the form of
which Stock Charter has been approved by the Office.
(x) Neither the Company, the Bank nor the Subsidiary is in
violation of any rule or regulation of the Office or the FDIC
that could reasonably be expected to result in any enforcement
action against the Company, the Bank, the Subsidiary or their
officers or directors that might have a Material Adverse Effect.
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(xi) The consolidated financial statements and any related
notes or schedules which are included in the Registration
Statement and the Prospectus fairly present the consolidated
financial condition, income, retained earnings and cash flows of
the Bank at the respective dates thereof and for the respective
periods covered thereby and comply as to form with the applicable
accounting requirements of the SEC and OTS Regulations. Such
financial statements have been prepared in accordance with
generally accepted accounting principles consistently applied
throughout the periods involved, except as set forth therein, and
such financial statements are consistent with financial
statements and other reports filed by the Bank with supervisory
and regulatory authorities except as such generally accepted
accounting principles may otherwise require. The tables in the
Prospectus accurately present the information purported to be
shown thereby at the respective dates thereof and for the
respective periods therein.
(xii) There has been no material change in the condition
(financial or otherwise), results of operations or business,
including assets and properties, of the Company, the Bank and the
Subsidiary, taken as a whole, since the latest date as of which
such condition is set forth in the Prospectus, except as set
forth therein; and the capitalization, assets, properties and
business of each of the Company, the Bank and the Subsidiary
conform to the descriptions thereof contained in the Prospectus.
None of the Company, the Bank or the Subsidiary has any material
liabilities of any kind, contingent or otherwise, except as set
forth in the Prospectus.
(xiii) There has been no breach or default (or the
occurrence of any event which, with notice or lapse of time or
both, would constitute a default) under, or creation or
imposition of any lien, charge or other encumbrance upon any of
the properties or assets of the Company, the Bank or the
Subsidiary pursuant to any of the terms, provisions or conditions
of any agreement, contract, indenture, bond, debenture, note,
instrument or obligation to which the Company, the Bank or the
Subsidiary is a party or by which any of them or any of their
respective assets or properties may be bound or is subject, or
violation of any governmental license or permit or any
enforceable published law, administrative regulation or order or
court order, writ, injunction or decree, which breach, default,
encumbrance or violation would have a Material Adverse Effect;
all agreements which are material to the condition (financial or
otherwise), results of operations or business of the Company, the
Bank and the Subsidiary, taken as a whole, are in full force and
effect, and no party to any such agreement has instituted or, to
the best knowledge of the Company and the Bank, threatened any
action or proceeding wherein the Company, the Bank or the
Subsidiary would be alleged to be in default thereunder.
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(xiv) None of the Company, the Bank or the Subsidiary is
in violation of its respective charter or bylaws. The execution
and delivery hereof and the consummation of the transactions
contemplated hereby by the Company and the Bank do not conflict
with or result in a breach of the charter or bylaws of the
Company, the Bank (in either mutual or stock form) or the
Subsidiary or constitute a material breach of or default (or an
event which, with notice or lapse of time or both, would
constitute a default) under, give rise to any right of
termination, cancellation or acceleration contained in, or result
in the creation or imposition of any lien, charge or other
encumbrance upon any of the properties or assets of the Company,
the Bank or the Subsidiary pursuant to any of the terms,
provisions or conditions of, any material agreement, contract,
indenture, bond, debenture, note, instrument or obligation to
which the Company, the Bank or the Subsidiary is a party or
violate any governmental license or permit or any enforceable
published law, administrative regulation or order or court order,
writ, injunction or decree (subject to the satisfaction of
certain conditions imposed by the Office in connection with its
approval of the Conversion Application), which breach, default,
encumbrance or violation would have a Material Adverse Effect.
(xv) Subsequent to the respective dates as of which
information is given in the Registration Statement and Prospectus
and prior to the Closing Date (as hereinafter defined), except as
otherwise may be indicated or contemplated therein, none of the
Company, the Bank or the Subsidiary has issued any securities
which will remain issued at the Closing Date or incurred any
liability or obligation, direct or contingent, or borrowed money,
except borrowings in the ordinary course of business, or entered
into any other transaction not in the ordinary course of business
and consistent with prior practices, which is material in light
of the business of the Company, the Bank and the Subsidiary,
taken as a whole.
(xvi) Upon consummation of the Conversion, the authorized,
issued and outstanding equity capital of the Company shall be
within the range as set forth in the Prospectus under the caption
"Capitalization," and no Common Stock of the Company shall be
outstanding immediately prior to the Closing Date; the issuance
and the sale of the Shares of the Company have been duly
authorized by all necessary action of the Company and approved by
the Office and, when issued in accordance with the terms of the
Plan and paid for, shall be validly issued, fully paid and
nonassessable and shall conform to the description thereof
contained in the Prospectus; the issuance of the Shares is not
subject to preemptive rights, except as set forth in the
Prospectus; and good title to the Shares will be transferred by
the Company upon issuance thereof against payment therefor, free
and clear of all claims, encumbrances, security interests and
liens against the Company whatsoever.
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The certificates representing the Shares will conform in all
material respects with the requirements of applicable laws and
regulations. The issuance and sale of the capital stock of the
Bank to the Company has been duly authorized by all necessary
action of the Bank and the Company and appropriate regulatory
authorities (subject to the satisfaction of various conditions
imposed by the Office in connection with its approval of the
Conversion Application), and such capital stock, when issued in
accordance with the terms of the Plan, will be fully paid and
nonassessable and will conform in all material respects to the
description thereof contained in the Prospectus.
(xvii) No approval of any regulatory or supervisory or
other public authority is required in connection with the
execution and delivery of this Agreement or the issuance of the
Shares, except for the declaration of effectiveness of any
required post-effective amendment of the Registration Statement
by the Commission and the issuance of the Stock Charter by the
Office.
(xviii) All contracts and other documents required to be
filed as exhibits to the Registration Statement or the Conversion
Application have been filed with the Commission and/or the
Office, as the case may be.
(xix) Hinds, Lind, Miller & Co., which has audited the
financial statements of the Bank at June 30, 1996 and 1995 and
for the years ended June 30, 1996 and 1995 included in the
Prospectus, is an independent public accountant within the
meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants and Title 12 of the
Code of Federal Regulations, Section 571.2(c)(3).
(xx) For the past five years, the Company and the Bank
have timely filed all required federal, state and local tax
returns, and no deficiency has been asserted with respect to such
returns by any taxing authorities, and the Company and the Bank
have paid all taxes that have become due and, to the best of
their knowledge, have made adequate reserves for similar future
tax liabilities, except where any failure to make such filings,
payments and reserves, or the assertion of such a deficiency,
would not have a Material Adverse Effect.
(xxi) All of the loans represented as assets of the Bank
on the most recent financial statements of the Bank included in
the Prospectus meet or are exempt from all requirements of
federal, state or local law pertaining to lending and interest,
including, without limitation, truth in lending (including the
requirements of Regulation Z and 12 C.F.R. Part 226), real estate
settlement procedures, consumer
Trident Securities, Inc.
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credit protection, equal credit opportunity and all disclosure
laws applicable to such loans, except for violations which, if
asserted, would not have a Material Adverse Effect.
(xxii) The records of account holders, depositors,
borrowers and other members of the Bank delivered to Trident by
the Bank or its agent for use during the Conversion have been
prepared or reviewed by the Bank and, to the best knowledge of
the Company and the Bank, are reliable and accurate.
(xxiii) None of the Company, the Bank, the Subsidiary or
the employees of the Company, the Bank or the Subsidiary has made
any payment of funds of the Company, the Bank or the Subsidiary
prohibited by law, and no funds of the Company, the Bank or the
Subsidiary have been set aside to be used for any payment
prohibited by law.
(xxiv) To the best knowledge of the Company and the Bank,
the Company, the Bank and the Subsidiary are in compliance with
all laws, rules and regulations relating to the discharge,
storage, handling and disposal of hazardous or toxic substances,
pollutants or contaminants and neither the Company, the Bank nor
the Subsidiary believes that the Company, the Bank or the
Subsidiary is subject to liability under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980,
as amended, or any similar law, except for violations which, if
asserted, would not have a Material Adverse Effect. There are no
actions, suits, regulatory investigations or other proceedings
pending or, to the best knowledge of the Company or the Bank,
threatened against the Company, the Bank or the Subsidiary
relating to the discharge, storage, handling and disposal of
hazardous or toxic substances, pollutants or contaminants. To the
best knowledge of the Company and the Bank, no disposal, release
or discharge of hazardous or toxic substances, pollutants or
contaminants, including petroleum and gas products, as any of
such terms may be defined under federal, state or local law, has
been caused by the Company, the Bank or the Subsidiary or, to the
best knowledge of the Company or the Bank, has occurred on, in or
at any of the facilities or properties of the Company, the Bank
or the Subsidiary, except such disposal, release or discharge
which would not have a Material Adverse Effect.
(xxv) At the Closing Date, the Company and the Bank will
have completed the conditions precedent to, and shall have
conducted the Conversion in all material respects in accordance
with, the Plan, the HOLA, the OTS Regulations and all other
applicable laws, regulations, published decisions and orders,
including all terms, conditions, requirements and provisions
precedent to the Conversion imposed by the
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Office.
(xxvi) Ferguson & Company ("Ferguson"), which prepared the
Conversion appraisal dated as of ______________, 1997, described
in the Prospectus, is independent with respect to the Company and
the Bank within the meaning of the OTS Regulations, is believed
by the Company and the Bank to be experienced and expert in
rendering corporate appraisals of thrift institutions, and the
Company and the Bank believe that Ferguson has prepared the
pricing information set forth in the Prospectus in accordance
with the requirements of the OTS Regulation.
(xxvii) The Company, the Bank and the Subsidiary have
obtained all licenses, permits and other governmental
authorizations currently required for the conduct of their
respective businesses except where the failure to obtain such
licenses, permits and governmental authorizations would not have
a Material AdverseEffect; all such licenses, permits and other
governmental authorizations are in full force and effect, and the
Company, the Bank and the Subsidiary are complying therewith in
all material respects.
(b) Trident represents and warrants to the Company and the Bank
that:
(i) Trident is registered as a broker-dealer with the
Commission, and is in good standing with the Commission and the
NASD.
(ii) Trident is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation,
with full corporate power and authority to provide the services
to be furnished to the Company and the Bank hereunder.
(iii) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been
duly and validly authorized by all necessary action on the part
of Trident, and this Agreement is a legal, valid and binding
obligation of Trident, enforceable in accordance with its terms
(except as the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, reorganization or similar
laws relating to or affecting the enforcement of creditors'
rights generally or the rights of creditors of registered
broker-dealers the accounts of which may be protected by the
Securities Investor Protection Corporation or by general equity
principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law, and except to the
extent that the provisions of Sections 8 and 9 hereof may be
unenforceable as against public policy or pursuant to Section
23A).
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(iv) Each of Trident and, to Trident's knowledge, its
employees, agents and representatives who shall perform any of
the services required hereunder to be performed by Trident shall
be duly authorized and shall have all licenses, approvals and
permits necessary to perform such services, and Trident is a
registered selling agent in the jurisdictions listed in Exhibit A
hereto and will remain registered in such jurisdictions in which
the Company is relying on such registration for the sale of the
Shares, until the Conversion is consummated or terminated.
(v) The execution and delivery of this Agreement by
Trident, the fulfillment of the terms set forth herein and the
consummation of the transactions contemplated hereby shall not
violate or conflict with the corporate charter or bylaws of
Trident or violate, conflict with or constitute a breach of, or
default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, any material agreement,
indenture or other instrument by which Trident is bound or under
any governmental license or permit or any law, administrative
regulation, authorization, approval or order or court decree,
injunction or order, which breach, default or violation would
have Material Adverse Effect on the condition (financial or
otherwise), operations business, assets, earnings or properties
of Trident.
(vi) Any funds received by Trident to purchase Common
Stock will be handled in accordance with Rule 15c2-4 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(vii) There is not now pending or, to Trident's knowledge,
threatened against Trident any action or proceeding before the
Commission, the NASD, any state securities commission or any
state or federal court concerning Trident's activities as a
broker-dealer.
3. Employment of Trident; Sale and Delivery of the Shares. On the basis
of the representations and warranties herein contained, but subject to the terms
and conditions herein set forth, the Company and the Bank hereby employ Trident
as their agent to utilize its best efforts in assisting the Company with the
Company's sale of the Shares in the Subscription Offering and, if any, the
Community Offering. The employment of Trident hereunder shall terminate (a)
forty-five (45) days after the Subscription Offering closes, unless the Company
and the Bank, with the approval of the Office, are permitted to extend such
period of time, or (b) upon consummation of the Conversion, whichever date shall
first occur.
In the event the Company is unable to sell a minimum of 212,500 Shares
(or such lesser amount as the Office may permit) within the period herein
provided, this Agreement shall terminate,
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and the Company and the Bank shall refund promptly to any persons who have
subscribed for any of the Shares, the full amount which it may have received
from them, together with interest as provided in the Prospectus, and no party to
this Agreement shall have any obligation to the other party hereunder, except as
set forth below and in Sections 6, 8(a) and 9 hereof. Appropriate arrangements
for placing the funds received from subscriptions for Shares in special
interest-bearing accounts with the Bank until all Shares are sold and paid for
were made prior to the commencement of the Offerings, with provision for prompt
refund to the purchasers as set forth above, or for delivery to the Company if
the required number of Shares is sold.
If all conditions precedent to the consummation of the Conversion are
satisfied, including the sale of all Shares required by the Plan to be sold, the
Company agrees to issue or have issued such Shares and to release for delivery
certificates to subscribers thereof for such Shares on the Closing Date against
payment to the Company by any means authorized pursuant to the Prospectus, at
the principal office of the Company at 807 Middle Street, Pittsburgh,
Pennsylvania 15212, or at such other place as shall be agreed upon between the
parties hereto. The date upon which Trident is paid the compensation due
hereunder is herein called the "Closing Date."
Trident agrees either (a) upon receipt of an executed order form of a
subscriber to forward the offering price of the Common Stock ordered on or
before twelve noon on the next business day following receipt or execution of an
order form by Trident to the Bank for deposit in a segregated account or (b) to
solicit indications of interest in which event (i) Trident will subsequently
contact any potential subscriber indicating interest to confirm the interest and
give instructions to execute and return an order form or to receive
authorization to execute the order form on the subscriber's behalf, (ii) Trident
will mail acknowledgments of receipt of orders to each subscriber confirming
interest on the business day following such confirmation, (iii) Trident will
debit accounts of such subscribers on the third business day ("debit date")
following receipt of the confirmation referred to in (i), and (iv) Trident will
forward completed order forms together with such funds to the Bank on or before
twelve noon on the next business day following the debit date for deposit in a
segregated account. Trident acknowledges that if the procedure in (b) is
adopted, subscribers' funds are not required to be in their accounts until the
debit date.
In addition to the expenses specified in Section 6 hereof, Trident shall
receive for its services hereunder a management fee of $85,000. Full payment of
such amount shall be made in same-day funds on the Closing Date or, if the
Conversion is not completed and is terminated for any reason full payment of
Trident's out-of-pocket expenses, including, but not limited to, travel,
communications and postage and legal fees and expenses, shall be reimbursed to
Trident within ten (10) business days of receipt by the Company of a written
request from Trident for reimbursement of its expenses. Trident acknowledges
receipt of $10,000 advance payment from the Bank which shall be credited against
the total reimbursement due Trident hereunder. The Company shall pay any stock
issue and transfer taxes which may be payable with respect to the sale
Trident Securities, Inc.
Sales Agency Agreement
Page 13
of the Shares. The Company and the Bank shall also pay all expenses of the
Conversion incurred by them or on their prior approval including but not limited
to their attorneys' fees, NASD filing fees, and attorneys' fees relating to any
required state securities laws research and 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 Conversion.
4. Offering. Subject to the provisions of Section 7 hereof, Trident is
assisting the Company on a best efforts basis in offering a minimum of 212,500
and a maximum of 287,500 Shares, with the possibility of offering up to 330,600
Shares (except as the Office may permit to be decreased or increased) in the
Offerings. The Shares are to be offered to the public at the price set forth on
the cover page of the Prospectus and the first page of this Agreement.
5. Further Agreements. The Company and the Bank jointly and severally
covenant and agree that:
(a) The Company shall deliver to Trident, from time to time, such
number of copies of the Prospectus as Trident reasonably may request.
The Company authorizes Trident to use the Prospectus in any lawful
manner in connection with the offer and sale of the Shares.
(b) The Company will notify Trident immediately upon discovery,
and confirm the notice in writing, (i) when any post-effective amendment
to the Registration Statement becomes effective or any supplement to the
Prospectus has been filed, (ii) of the issuance by the Commission of any
stop order relating to the Registration Statement or of the initiation
or the threat of any proceedings for that purpose, (iii) of the receipt
of any notice with respect to the suspension of the qualification of the
Shares for offering or sale in any jurisdiction, (iv) of the receipt of
any comments from the staff of the Commission relating to the
Registration Statement and (v) of the issuance by the Office of any stop
order relating to the Conversion or the use of the Prospectus or Proxy
Statement or the threat of any proceedings for that purpose. If the
Commission enters a stop order relating to the Registration Statement at
any time, the Company will make every reasonable effort to obtain the
lifting of such order at the earliest possible moment.
(c) During the time when a prospectus is required to be delivered
under the Act, the Company will comply so far as it is able with all
requirements imposed upon it by the Act, as now in effect and hereafter
amended, and by the Regulations, as from time to time in force, so far
as necessary to permit the continuance of offers and sales of or
dealings in the Shares in accordance with the provisions hereof and the
Prospectus. If during the period when the Prospectus is required to be
delivered in connection with the offer and sale of the Shares any event
relating to or affecting the Company and the Bank, taken as a whole,
shall
Trident Securities, Inc.
Sales Agency Agreement
Page 14
occur as a result of which it is necessary, in the opinion of counsel
for Trident, with the concurrence of counsel to the Company, to amend or
supplement the Prospectus in order to make the Prospectus not false or
misleading in light of the circumstances existing at the time it is
delivered to a purchaser of the Shares, the Company forthwith shall
prepare and furnish to Trident a reasonable number of copies of an
amendment or amendments or of a supplement or supplements to the
Prospectus (in form and substance satisfactory to counsel for Trident)
which shall amend or supplement the Prospectus so that, as amended or
supplemented, the Prospectus shall not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements therein, in light of the circumstances existing at
the time the Prospectus is delivered to a purchaser of the Shares, not
misleading. The Company will not file or use any amendment or supplement
to the Registration Statement or the Prospectus of which Trident has not
first been furnished a copy or to which Trident shall reasonably object
after having been furnished such copy. For the purposes of this
subsection the Company and the Bank shall furnish such information with
respect to themselves as Trident from time to time may reasonably
request.
(d) The Company and the Bank have taken or will take all
reasonably necessary action as may be required to qualify or register
the Shares for offer and sale by the Company under the securities laws
of such jurisdictions as Trident and either the Company or its counsel
may agree upon; provided, however, that the Company shall not be
obligated to qualify as a foreign corporation to do business under the
laws of any such jurisdiction. In each jurisdiction where such
qualification or registration shall be effected, the Company, unless
Trident agrees that such action is not necessary or advisable in
connection with the distribution of the Shares, shall file and make such
statements or reports as are, or reasonably may be, required by the laws
of such jurisdiction.
(e) Appropriate entries will be made in the financial records of
the Bank sufficient to establish a liquidation account for the benefit
of eligible account holders and supplemental eligible account holders in
accordance with the requirements of the Office.
(f) The Company will file a registration statement for the Common
Stock under Section 12(g) of the Exchange Act, prior to completion of
the stock offering pursuant to the Plan and shall request that such
registration statement be effective upon or before completion of the
Conversion. The Company shall maintain the effectiveness of such
registration for a minimum period of three years or for such shorter
period as may be required by applicable law.
(g) The Company will make generally available to its security
holders as soon as practicable, but not later than 90 days after the
close of the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 of the regulations
Trident Securities, Inc.
Sales Agency Agreement
Page 15
promulgated under the Act) covering a twelve-month period beginning not
later than the first day of the Company's fiscal quarter next following
the effective date (as defined in said Rule 158) of the Registration
Statement.
(h) For a period of three (3) years from the date of this
Agreement (unless the Common Stock shall have been deregistered under
the Exchange Act), the Company will furnish to Trident, as soon as
publicly available after the end of each fiscal year, a copy of its
annual report to shareholders for such year; and the Company will
furnish to Trident (i) as soon as publicly available, a copy of each
report or definitive proxy statement of the Company filed with the
Commission under the Exchange Act or mailed to shareholders, and (ii)
from time to time, such other public information concerning the Company
as Trident may reasonably request.
(i) The Company shall use the net proceeds from the sale of the
Shares consistently with the manner set forth in the Prospectus.
(j) The Company shall not deliver the Shares until each and every
condition set forth in Section 7 hereof has been satisfied, unless such
condition is waived in writing by Trident.
(k) The Company shall advise Trident, if necessary, as to the
allocation of deposits, in the case of eligible account holders and
supplemental eligible account holders (as defined n the Plan), and
votes, in the case of other members, and of the Shares in the event of
an oversubscription and shall, after consultation with Trident, provide
Trident final instructions as to the allocation of the Shares
("Allocation Instructions") in such event and such information shall be
accurate and reliable. Trident shall be entitled to rely on such
instructions and shall have no liability in respect of its reliance
thereon, including without limitation, no liability for or related to
any denial or grant of a subscription in whole or in part.
(l) The Company and the Bank will take such actions and furnish
such information as are reasonably requested by Trident in order for
Trident to ensure compliance with the NASD's "Interpretation Relating to
Free-Riding and Withholding."
(m) If any Shares remain unsubscribed following completion of the
Subscription Offering and, if any, the Community Offering, the Company
(i) will promptly file with the Commission a post-effective amendment to
the Registration Statement relating to the results of the Subscription
Offering and, if any, the Community Offering, any additional information
with respect to the proposed plan of distribution and any revised
pricing information or (ii) if no such post-effective
Trident Securities, Inc.
Sales Agency Agreement
Page 16
amendment is required, will file with, or mail for filing to, the
Commission a prospectus or prospectus supplement containing information
relating to the results of the Subscription Offering and, if any, the
Community Offering and pricing information pursuant to Rule 424(c) of
the Regulations, in either case in a form reasonably acceptable to the
Company and Trident.
(n) The Company and the Bank will maintain appropriate arrangements
for depositing all funds received from persons mailing subscriptions for
or orders to purchase Common Stock in the Subscription Offering and
Community Offering on an interest bearing basis at the rate described in
the Prospectus until the Closing Date and satisfaction of all conditions
precedent to consummation of the Conversion or until refunds of such
funds have been made to the persons entitled thereto in accordance with
the Plan and as described in the Prospectus.
(o) The Company and the Bank will conduct the Conversion in
accordance with the Plan, the OTS Regulations and all other applicable
laws, regulations, decisions and orders, including all terms,
conditions, requirements and provisions precedent to the Conversion.
6. Payment of Expenses. Whether or not the Conversion is consummated,
the Company and the Bank shall pay or reimburse Trident for (a) all filing fees
paid or incurred by Trident in connection with all filings with the NASD with
respect to the Offerings and, (b) in addition, if the Company is unable to sell
a minimum of 212,500 Shares or such lesser amount as the Office may permit or
the Conversion is otherwise terminated, the Company and the Bank shall reimburse
Trident for allocable expenses incurred by Trident relating to the offering of
the Shares as provided in Section 3 hereof; provided, however, that neither the
Company nor the Bank shall pay or reimburse Trident for any of the foregoing
expenses accrued after Trident shall have notified the Company or the Bank of
its election to terminate this Agreement pursuant to Section 11 hereof or after
such time as the Company or the Bank shall have given notice in accordance with
Section 12 hereof that Trident is in breach of this Agreement.
7. Conditions of Trident's Obligations. Except as may be waived in
writing by Trident, the obligations of Trident as provided herein shall be
subject to the accuracy of the representations and warranties contained in
Section 2 hereof as of the date hereof and as of the Closing Date, to the
performance by the Company and the Bank of their obligations hereunder and to
the following conditions:
(a) At the Closing Date, Trident shall receive the favorable
opinions of Malizia, Spidi, Sloane & Fisch, P.C., special counsel for
the Company and the Bank, and Hirshberg, Gustine & Straka, counsel for
the Company and the Bank, dated the Closing
Trident Securities, Inc.
Sales Agency Agreement
Page 17
Date, addressed to Trident, in form and substance reasonably
satisfactory to counsel for Trident, substantially as set forth in
Exhibits B and C, respectively, hereto.
(b) At the Closing Date, Trident shall receive the letter of
Malizia, Spidi, Sloane & Fisch, P.C., special counsel for the Company
and the Bank, dated the Closing Date, addressed to Trident, in form and
substance reasonably satisfactory to counsel for Trident, substantially
as set forth in Exhibit D hereto.
(c) Counsel for Trident shall have been furnished such documents
as they reasonably may require for the purpose of enabling them to
review or pass upon the matters required by Trident, and for the purpose
of evidencing the accuracy, completeness or satisfaction of any of the
representations, warranties or conditions herein contained, including
but not limited to, resolutions of the Board of Directors of the Company
and the Bank regarding the authorization of this Agreement and the
transactions contemplated hereby.
(d) Prior to and at the Closing Date, in the reasonable opinion
of Trident, (i) there shall have been no material change in the
condition, financial or otherwise, business or results of operations of
the Company and the Bank, taken as a whole, since the latest date as of
which such condition is set forth in the Prospectus, except as referred
to therein; (ii) there shall have been no transaction entered into by
the Company or the Bank after the latest date as of which the financial
condition of the Company or the Bank is set forth in the Prospectus
other than transactions referred to or contemplated therein,
transactions in the ordinary course of business, and transactions which
are not material to the Company and the Bank, taken as a whole; (iii)
none of the Company or the Bank shall have received from the Office or
Commission any direction (oral or written) to make any change in the
method of conducting their respective businesses which is material to
the business of the Company and the Bank, taken as a whole, with which
they have not complied; (iv) no action, suit or proceeding, at law or in
equity or before or by any federal or state commission, board or other
administrative agency, shall be pending or threatened against the
Company, the Bank or the Subsidiary or affecting any of their respective
assets, wherein an unfavorable decision, ruling or finding would have a
Material Adverse Effect; and (v) the Shares shall have been qualified or
registered for offering and sale by the Company under the securities
laws of such jurisdictions as Trident and the Company shall have agreed
upon.
(e) At the Closing Date, Trident shall receive a certificate of
the principal executive, financial and accounting officer(s) of each of
the Company and the Bank, dated the Closing Date, to the effect that:
(i) they have examined the Prospectus and, at the time the Prospectus
became authorized by the Company for use, the Prospectus did not contain
an untrue statement of a material fact or omit to state a material fact
necessary in order to
Trident Securities, Inc.
Sales Agency Agreement
Page 18
make the statements therein, in light of the circumstances under which
they were made, not misleading with respect to the Company or the Bank;
(ii) since the date the Prospectus became authorized by the Company for
use, no event has occurred which should have been set forth in an
amendment or supplement to the Prospectus which has not been so set
forth, including specifically, but without limitation, any material
change in the business, condition (financial or otherwise) or results of
operations of the Company or the Bank and, the conditions set forth in
clauses (i) through (v) inclusive of subsection (d) of this Section 7
have been satisfied; (iii) to the best knowledge of such officers, no
order has been issued by the Commission or the Office to suspend the
Offerings or the effectiveness of the Prospectus, and no action for such
purposes has been instituted or threatened by the Commission or the
Office; (iv) to the best knowledge of such officers, no person has
sought to obtain review of the final actions of the Office approving the
Plan; and (v) all of the representations and warranties contained in
Section 2 of this Agreement are true and correct, with the same force
and effect as though expressly made on the Closing Date.
(f) At the Closing Date, Trident shall receive, among other
documents, (i) copies of the letters from the Office authorizing the use
of the Prospectus and the Proxy Statement, (ii) a copy of the order of
the Commission declaring the Registration Statement effective; (iii)
copies of the letters from the Office evidencing the corporate existence
of the Bank; (iv) a copy of the letter from the appropriate Pennsylvania
authority evidencing the incorporation (and, if generally available from
such authority, good standing) of the Company; (v) a copy of the
Company's charter certified by the appropriate Pennsylvania governmental
authority; and, (vi) if available, a copy of the letter from the Office
approving the Bank's Stock Charter.
(g) As soon as available after the Closing Date, Trident shall
receive a copy of the Bank's Certified Stock Charter executed by the
appropriate federal governmental authority.
(h) Concurrently with the execution of this Agreement, Trident
shall have received a letter from Hinds, Lind, Miller & Co., independent
certified public accountants, addressed to Trident and the Company, in
substance and form satisfactory to counsel for Trident, with respect to
the financial statements and certain financial information contained in
the Prospectus.
(i) At the Closing Date, Trident shall receive a letter in form
and substance satisfactory to counsel for Trident from Hinds, Lind,
Miller & Co., independent certified public accountants, dated the
Closing Date and addressed to Trident and the Company, confirming the
statements made by them in the letter delivered by them pursuant to the
preceding subsection as of a specified date not more than five (5) days
prior to the Closing
Trident Securities, Inc.
Sales Agency Agreement
Page 19
Date.
All such opinions, certificates, letters and documents shall be in
compliance with the provisions hereof only if they are, in the
reasonable opinion of Trident and its counsel, satisfactory to Trident
and its counsel. Any certificates signed by an officer or director of
the Company or the Bank prepared for Trident's reliance and delivered to
Trident or to counsel for Trident shall be deemed a representation and
warranty by the Company and the Bank to Trident as to the statements
made therein. If any condition to Trident's obligations hereunder to be
fulfilled prior to or at the Closing Date is not so fulfilled, Trident
may terminate this Agreement or, if Trident so elects, Trident may waive
in writing any such conditions which have not been fulfilled, or may
extend the time of their fulfillment. If Trident terminates this
Agreement as aforesaid, the Company and the Bank shall reimburse Trident
for its expenses as provided in Section 3 hereof.
8. Indemnification.
(a) The Company and the Bank jointly and severally agree to
indemnify and hold harmless Trident, its officers, directors and
employees and each person, if any, who controls Trident within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act,
against any and all loss, liability, claim, damage and expense
whatsoever and shall further promptly reimburse such persons for any
legal or other expenses reasonably incurred by each or any of them in
investigating, preparing to defend or defending against any such action,
proceeding or claim (whether commenced or threatened) arising out of or
based upon (A) any misrepresentation by the Company or the Bank in this
Agreement or any breach of warranty by the Company or the Bank with
respect to this Agreement or arising out of or based upon any untrue or
alleged untrue statement of a material fact or the omission or alleged
omission of a material fact required to be stated or necessary to make
not misleading any statements contained in (i) the Registration
Statement or the Prospectus or (ii) any application (including the Form
AC and the Form H-(e)1-S) or other document or communication (in this
Section 8 collectively called "Application") prepared or executed by or
on behalf of the Company or the Bank or based upon written information
furnished by or on behalf of the Company or the Bank, whether or not
filed in any jurisdiction, to effect the Conversion or qualify the
Shares under the securities laws thereof or filed with the Office or
Commission, unless such statement or omission was made in reliance upon
and in conformity with written information furnished to the Company or
the Bank with respect to Trident by or on behalf of Trident expressly
for use in the Prospectus or any amendment or supplement thereof or in
any Application, as the case may be, or (B) the participation by Trident
in the Conversion. This indemnity shall be in addition to any liability
the Company and the Bank may have to Trident otherwise.
Trident Securities, Inc.
Sales Agency Agreement
Page 20
(b) The Company shall indemnify and hold Trident harmless for any
liability whatsoever arising out of (i) the Allocation Instructions or
(ii) any records of account holders, depositors, borrowers and other
members of the Bank delivered to Trident by the Bank or its agents for
use during the Conversion.
(c) Trident agrees to indemnify and hold harmless the Company and
the Bank, their officers, directors and employees and each person, if
any, who controls the Company or the Bank within the meaning of Section
15 of the Act or Section 20(a) of the Exchange Act, to the same extent
as the foregoing indemnity from the Company and the Bank to Trident, but
only with respect to (A) statements or omissions, if any, made in the
Prospectus or any amendment or supplement thereof, in any Application or
to a purchaser of the Shares in reliance upon, and in conformity with,
written information furnished to the Company or the Bank with respect to
Trident by or on behalf of Trident expressly for use in the Prospectus
or in any Application; (B) any misrepresentation by Trident in Section
2(b) of this Agreement; or (C) any liability of the Company or the Bank
which is found in a final judgment by a court of competent jurisdiction
(not subject to further appeal) to have principally and directly
resulted from gross negligence or willful misconduct of Trident.
(d) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party
of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may
have to any indemnified party otherwise than under this Section 8. In
case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party will not be liable to
such indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than the reasonable cost of investigation
except as otherwise provided herein. In the event the indemnifying party
elects to assume the defense of any such action and retain counsel
acceptable to the indemnified party, the indemnified party may retain
additional counsel, but shall bear the fees and expenses of such counsel
unless (i) the indemnifying party shall have specifically authorized the
indemnified party to retain such counsel or (ii) the parties to such
suit include such indemnifying party and the indemnified party, and such
indemnified party shall have been advised by counsel that one or more
material legal defenses may be available to the indemnified party which
may not be available to the indemnifying party, in which case the
indemnifying party shall not be entitled to assume the
Trident Securities, Inc.
Sales Agency Agreement
Page 21
defense of such suit notwithstanding the indemnifying party's obligation
to bear the fees and expenses of such counsel. An indemnifying party
against whom indemnity may be sought shall not be liable to indemnify an
indemnified party under this Section 8 if any settlement of any such
action is effected without such indemnifying party's consent. To the
extent required by law, this Section 8 is subject to and limited by the
provisions of Section 23A.
9. Contribution. In order to provide for just and equitable contribution
in circumstances in which the indemnity agreement provided for in Section 8
above is for any reason held to be unavailable to Trident, the Company and/or
the Bank other than in accordance with its terms, the Company or the Bank and
Trident shall contribute to the aggregate losses, liabilities, claims, damages,
and expenses of the nature contemplated by said indemnity agreement incurred by
the Company or the Bank and Trident (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the Bank on the one
hand and Trident on the other from the offering of the Shares or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above, but also the relative fault of the Company or
the Bank on the one hand and Trident on the other hand in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Bank on
the one hand and Trident on the other shall be deemed to be in the same
proportions as the total net proceeds from the Conversion received by the
Company and the Bank bear to the total compensation received by Trident under
this Agreement. The relative fault of the Company or the Bank on the one hand
and Trident on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Bank or by Trident and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
The Company and the Bank and Trident agree that it would not be just and
equitable if contribution pursuant to this Section 9 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by the indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 9, Trident shall not be required
to contribute any amount in excess of the amount by which the compensation owed
Trident pursuant to this Agreement exceeds the amount of any damages which
Trident has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of
Trident Securities, Inc.
Sales Agency Agreement
Page 22
the Act) shall be entitled to contribution from any person who is not guilty of
such fraudulent misrepresentation. To the extent required by law, this Section 8
is subject to and limited by the provisions of Section 23A.
10. Survival of Agreements, Representations and Indemnities. The
respective indemnities of the Company and the Bank and Trident and the
representation and warranties of the Company and the Bank and of Trident set
forth in or made pursuant to this Agreement shall remain in full force and
effect, regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of Trident or the Company or the Bank or any
controlling person or indemnified
party referred to in Section 8 hereof, and shall survive any termination or
consummation of this Agreement and/or the issuance of the Shares, and any legal
representative of Trident, the Company, the Bank and any such controlling
persons shall be entitled to the benefit of the respective agreements,
indemnities, warranties and representations.
11. Termination. Trident may terminate this Agreement by giving the
notice indicated below in this Section at any time after this Agreement becomes
effective as follows:
(a) If any domestic or international event or act or occurrence
has materially disrupted the United States securities markets such as to
make it, in Trident's reasonable opinion, impracticable to proceed with
the offering of the Shares; or if trading on the New York Stock Exchange
shall have suspended; or if the United States shall have become involved
in a war or major hostilities; or if a general banking moratorium has
been declared by a state or federal authority which has material effect
on the Bank or the Conversion; or if a moratorium in foreign exchange
trading by major international banks or persons has been declared; or if
there shall have been a material change in the capitalization, condition
or business of the Company, the Bank or the Subsidiary, or if the Bank
shall have sustained a material or substantial loss by fire, flood,
accident, hurricane, earthquake, theft, sabotage or other calamity or
malicious act, whether or not said loss shall have been insured; or if
there shall have been a material adverse change in the condition or
prospects of the Company, the Bank or the Subsidiary.
(b) If Trident elects to terminate this Agreement as provided in
this Section, the Company and the Bank shall be notified promptly by
Trident by telephone or telegram, confirmed by letter.
(c) If this Agreement is terminated by Trident for any of the
reasons set forth in subsection (a) above, and to fulfill its
obligations, if any, pursuant to Sections 3, 6, 8(a) and 9 of this
Agreement and upon demand, the Company and the Bank shall pay Trident
the full amount so owing thereunder.
Trident Securities, Inc.
Sales Agency Agreement
Page 23
(d) The Bank may terminate the Conversion in accordance with the
terms of the Plan. Such termination shall be without liability to any
party, except that the Company and the Bank shall be required to fulfill
their obligations pursuant to Sections 3, 6, 8(a) and 9 of this
Agreement.
12. Notices. All communications hereunder, except as herein otherwise
specifically provided, shall be in writing and if sent to Trident shall be
mailed, delivered or telegraphed and confirmed to Trident Securities, Inc., 4601
Six Forks Road, Suite 400, Raleigh, North Carolina 27609, Attention: Timothy E.
Lavelle (with a copy to Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P., P.
O. Box 26000, Greensboro, NC 27402, Attention: Randall A. Underwood, Esquire)
and if sent to the Company or the Bank, shall be mailed, delivered or
telegraphed and confirmed to WSB Holding Company and Workingmens Savings Bank,
FSB (or Workingmens Bank, as applicable), 807 Middle Street, Pittsburgh,
Pennsylvania 15212, Attention: Mr. Robert Neudorfer, President (with a copy to
Malizia, Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite 700 East,
Washington, D.C. 20005, Attention: Samuel J. Malizia, Esquire).
13. Parties. This Agreement shall inure solely to the benefit of, and
shall be binding upon, Trident, the Company, the Bank and the controlling and
other persons referred to in Section 8 hereof, and their respective successors,
legal representatives and assigns, and no other person shall have or be
construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Agreement or any provision herein contained.
14. Construction. Unless governed by preemptive federal law, this
Agreement shall be governed by and construed in accordance with the substantive
laws of North Carolina.
15. Counterparts. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which together shall constitute but one and the same instrument.
Please acknowledge your agreement to the foregoing by signing below and
returning to the Company one copy of this letter.
WSB HOLDING COMPANY WORKINGMENS SAVINGS BANK, FSB
By: By:
------------------------- -------------------------
Robert Neudorfer Robert Neudorfer
President and Chief President and Chief
Executive Officer Executive Officer
Date: , 1997 Date: , 1997
--------------- ---------------
Trident Securities, Inc.
Sales Agency Agreement
Page 24
Agreed to and accepted:
TRIDENT SECURITIES, INC.
By:
----------------------------
Date: , 1997
---------------
Exhibit A
Trident Securities, Inc. is a registered selling agent in the jurisdictions
listed below:
Alabama Missouri
Arizona Nebraska
Arkansas Nevada
California New Hampshire
Colorado New Jersey
Connecticut New Mexico
Delaware New York
District of Columbia North Carolina
Florida North Dakota
Trident Securities, Inc. only, no agents)
Georgia Ohio
Idaho Oklahoma
Illinois Oregon
Indiana Pennsylvania
Iowa Rhode Island
Kansas South Carolina
Kentucky Tennessee
Louisiana Texas
Maine Vermont
Maryland Virginia
Massachusetts Washington
Michigan Tennessee
Minnesota Wisconsin
Mississippi Wyoming
Trident Securities, Inc. is not a registered selling agent in the jurisdictions
listed below:
Alaska
Hawaii
Montana
South Dakota
Utah
Exhibit B
, 1997
- ---------------
Trident Securities, Inc.
4601 Six Forks Road
Suite 400
Raleigh, North Carolina 27609
Re: Workingmens Savings Bank, FSB
WSB Holding Company
Ladies and Gentlemen:
We are rendering this opinion to Trident Securities, Inc. ("Trident" or
"you") as special counsel for Workingmens Savings Bank, FSB (the "Bank") and WSB
Holding Company (the "Company"), pursuant to Section 7(a) of the Sales Agency
Agreement dated _______________ (the "Agency Agreement") by and among the Bank,
the Company and you, as agent for the sale of up to 330,600 shares of common
stock, par value $0.10 per share, of the Company (the "Common Stock") issued in
connection with the conversion of the Bank from a federally chartered mutual
savings bank to a federally chartered capital stock savings bank and the
simultaneous issuance of all of the issued and outstanding stock of the
converted Bank to the Company in accordance with the Bank's Plan of Conversion
(the "Plan"). The sale of the Common Stock by the Company, the conversion of the
Bank from a federally chartered mutual savings bank to a federally chartered
capital stock savings bank and the issuance of the outstanding common stock of
the converted Bank to the Company are hereinafter collectively referred to as
the "Conversion." All references in this opinion to instruments and other
defined terms shall mean the instruments and other terms as defined in the
Agency Agreement, except to the extent they are otherwise defined herein or the
context otherwise requires.
As special counsel for the Bank and the Company, we have reviewed such
corporate records, certificates, and other documents, and such questions of law,
as we have considered necessary or appropriate for the purpose of rendering this
opinion. In the course of our review, we have assumed the genuineness of all
signatures on original documents, and the due execution and delivery of all
documents requiring due execution and delivery for the effectiveness thereof,
except the execution and delivery of the Agency Agreement by the Company and the
Bank as to which we have relied upon representations of officers of the Bank and
the Company. With respect to questions of good
Trident Securities, Inc.
____________, 1997
Page 2
standing of the Bank and the Company, we have relied solely upon the official
letters of appropriate governmental authorities and representations of officers
of the Bank and the Company.
As to questions of fact material to the opinions hereinafter expressed,
we have relied upon the representations and warranties of the Company and the
Bank made in the Agency Agreement and the certificates of officers delivered at
the closing. We have made no examination or investigation for purposes of these
opinions to verify the accuracy or completeness of any financial, accounting,
pro forma, valuation, or statistical information or information with respect to
Trident set forth in the Registration Statement, the Prospectus, the Agency
Agreement, or any of the documents referred to herein or otherwise furnished to
Trident or with respect to any other accounting or financial matters and express
no opinion with respect thereto. We have also assumed for the purposes of the
opinions expressed herein that the Agency Agreement is a valid and binding
obligation of Trident.
Anything to the contrary, expressly stated or implied, notwithstanding,
each of the opinions hereinafter expressed is subject to the following further
qualifications whether or not such opinions refer to such qualifications:
(1) We offer no opinion and do not purport to opine as to the
enforceability of provisions contained in any documents relating to the
Conversion or contemplated by the Agency Agreement or documents as to which the
Bank or the Company is a party (a) relating to disclaimers, liability
limitations with respect to third parties, releases of legal or equitable
rights, or discharges of defenses and remedies, (b) fixing the amount of
liquidated damages, (c) requiring the payment of interest on interest, and (d)
relating to the payment of attorney's fees.
(2) Our opinions below are limited to the matters expressly set forth in
this opinion letter, and no opinion is to be implied or inferred beyond the
matters stated. Without limiting the foregoing, we express no opinion as to the
anti-fraud provisions of federal and state securities laws.
(3) We have made no independent investigation for purposes of these
opinions as to the accuracy or completeness of any representation, warranty,
date, or other information, written or oral, made or furnished in connection
with the Agency Agreement, and we have relied on the certificates of officers of
the Company and the Bank that none of such information contains any untrue
statement of a material fact or omits a material fact necessary to make the
statements made not misleading.
(4) We are not required to be licensed to practice law in any
jurisdiction other than the District of Columbia. The opinions expressed herein
are limited solely to the federal banking and securities laws and regulations
and Pennsylvania corporate law applicable to the Agency Agreement and the
transactions contemplated thereby, and we do not opine on any other federal law
or the laws of any other applicable jurisdiction.
Trident Securities, Inc.
____________, 1997
Page 3
(5) We have acted as special counsel in connection with the application
of federal securities and banking law and regulations and Pennsylvania corporate
law applicable to the Agency Agreement and the Conversion and, consequently,
there may exist matters of a legal nature concerning the Company, the Bank,
Workingmens Service Corporation, a Pennsylvania corporation (the "Subsidiary"),
or affiliated parties in connection with which we have not been consulted and
have not represented the Company, the Bank, or the Subsidiary.
(6) Except as set forth in Sections (iv), (v), (xi) and (xiv), below,
this opinion should in no way be construed as an opinion as to the materiality
of the contents of the Registration Statement, the Prospectus, or the Conversion
Application.
(7) Except as otherwise expressly stated, this opinion shall be governed
and interpreted in accordance with the Legal Opinion Accord of the American Bar
Association Section of Business Law (1991).
Based upon and subject to the foregoing and in reliance thereon, and
subject to the assumptions, exceptions and qualifications set forth herein, it
is our opinion that:
(i) the Company has been duly incorporated and is validly
existing as a corporation under the laws of the State of Pennsylvania,
and the Bank is validly existing as a savings bank in mutual form under
the laws of the United States, each with full corporate power and
authority to own its properties and conduct its business as such
properties and business are described in the Prospectus;
(ii) the Bank is a member of the Federal Home Loan Bank of
Pittsburgh, and the deposit accounts of the Bank are insured by the SAIF
up to the applicable legal limits;
(iii) to our actual knowledge, the activities of the Bank, as
such activities are described in the Prospectus, are permitted under
federal and Pennsylvania law to subsidiaries of a Pennsylvania business
corporation, and to our actual knowledge the Bank does not have any
subsidiaries other than the Subsidiary;
(iv) the Plan complies with, and to our actual knowledge the
Conversion has been effected in all material respects in accordance
with, the HOLA and the OTS regulations; to our actual knowledge, all of
the terms, conditions, requirements and provisions with respect to the
Plan and the Conversion imposed by the Office, except with respect to
the filing or submission of certain required post-Conversion reports or
other materials by the Company or the Bank, have been complied with by
the Company and the Bank; and, to our actual knowledge, no person has
sought to obtain regulatory or judicial review of the final action of
the Office in approving the Plan;
Trident Securities, Inc.
____________, 1997
Page 4
(v) the Company has authorized Common Stock as set forth in the
Registration Statement and the Prospectus, and the description of such
Common Stock in the Registration Statement and the Prospectus is
accurate in all material respects;
(vi) the issuance and sale of the Shares have been duly and
validly authorized by all necessary corporate action on the part of the
Company; the Shares, upon receipt of payment and issuance in accordance
with the terms of the Plan and the Agreement, will be validly issued,
fully paid, nonassessable and free of preemptive rights, and purchasers
of the Shares from the Company, upon issuance thereof against payment
therefor, will acquire such Shares free and clear of all claims,
encumbrances, security interests and liens created by the Company;
(vii) the form of certificate used to evidence the Shares is in
proper form and complies in all material respects with applicable
Tennessee law;
(viii) the issuance and sale of the capital stock of the Bank to
the Company have been duly authorized by all necessary corporate action
of the Bank and the Company and have received the approval of the
Office, and such capital stock, upon receipt of payment and issuance in
accordance with the terms of the Plan, will be validly issued, fully
paid and nonassessable and owned of record and, to our actual knowledge,
beneficially by the Company;
(ix) subject to the satisfaction of the conditions of the
Office's approval of the Conversion Application, no further approval,
authorization, consent or other order of any federal governmental board
or body is required in connection with the execution and delivery of the
Agency Agreement and the consummation of the Conversion, except with
respect to the issuance to the Bank of the Stock Charter by the Office
and as may be required under the securities laws of various states and
except for the approval by the NASD of the compensation payable to
Trident under the rules and regulations of the NASD;
(x) the execution and delivery of the Agreement and the
consummation of the Conversion have been duly and validly authorized by
all necessary corporate action on the part of each of the Company and
the Bank;
(xi) the statements in the Prospectus and incorporated by
reference in the Proxy Statement under the captions "Regulation,"
"Taxation," "Dividends," "Certain Restrictions on Acquisition of the
Holding Company," and "Description of Capital Stock," insofar as they
are, or refer to, statements of law or legal conclusions (excluding
financial data included therein, as to which no opinion is expressed),
have been prepared or reviewed by us and are
correct in all material respects;
Trident Securities, Inc.
____________, 1997
Page 5
(xii) the Conversion Application has been approved by the Office,
and the Prospectus and the Proxy Statement have been authorized for use
by the Office; the Registration Statement and any post-effective
amendment thereto has been declared effective by the Commission; and to
our actual knowledge, no proceedings are pending by or before the
Commission or the Office seeking to revoke or rescind the orders
declaring the Registration Statement effective or approving the
Conversion Application or, to our actual knowledge, are contemplated or
threatened;
(xiii) the execution and delivery of the Agreement and the
consummation of the Conversion by the Company and the Bank do not
conflict with or result in a breach of the charter or bylaws of the
Company or the Bank (in either mutual or stock form); and
(xiv) the Conversion Application, the Registration Statement, the
Prospectus and the Proxy Statement, in each case as amended, comply as
to form in all material respects with the requirements of the Act, the
HOLA, the SEC Regulations and the OTS Regulations, as the case may be
(except as to information with respect to Trident included therein and
financial statements, notes to financial statements, financial tables
and other financial and statistical data, included therein, as to which
no opinion is expressed); to our actual knowledge, all documents and
exhibits required to be filed with the Conversion Application and the
Registration Statement have been so filed and the descriptions in the
Conversion Application and the Registration Statement of these documents
and exhibits are accurate in all material respects.
This opinion is being rendered solely for the benefit of the addressee
hereof and may not be relied upon by, nor may copies be delivered to, any other
person without our prior written consent. The opinion may be delivered to your
counsel. This opinion is given as of the date hereof and we assume no obligation
to advise you of changes that may hereafter be brought to our attention.
Very truly yours,
Malizia, Spidi, Sloane & Fisch, P.C.
Exhibit C
, 1997
- --------------------
Trident Securities, Inc.
4601 Six Forks Road
Suite 400
Raleigh, North Carolina 27609
Re: Workingmens Savings Bank, FSB
WSB Holding Company
Ladies and Gentlemen:
We are rendering this opinion to Trident Securities, Inc. ("Trident" or
"you") as general counsel to Workingmens Savings Bank, FSB (the "Bank") and WSB
Holding Company (the "Company") at the time of the conversion of the Bank from a
federally chartered mutual savings bank to a federally chartered capital stock
savings bank, the simultaneous issuance of all of the issued and outstanding
stock of the converted Bank to the Company and the sale and issuance by the
Company of up to 330,600 shares of its Common Stock, par value $0.10 per share
(collectively, the "Conversion") in accordance with the Bank's Plan of
Conversion adopted on May 19, 1997 as amended (the "Plan"). Except to the extent
they are otherwise defined herein or the context otherwise requires, all
references in this opinion to instruments and other defined terms shall mean the
instruments and other terms as defined in the Sales Agency Agreement dated
_____________, 1997 (the "Agency Agreement") by and among the Bank, the Company,
and Trident. Our representation was limited solely to matters of Pennsylvania
law and this opinion is delivered to you pursuant to Section 7(a) of the Agency
Agreement.
As general counsel to the Company and the Bank, with respect to the Bank
and the Company, we have examined such corporate records, certificates, and
other documents, and such questions of law, as we have considered necessary or
appropriate for the purpose of rendering this opinion. In the course of our
examination, we have assumed the genuineness of all signatures on original
documents, and the due execution and delivery of all documents requiring due
execution and
Trident Securities, Inc.
__________, 1997
Page 2
delivery for the effectiveness thereof. As to matters of fact relating to my
opinion, we have relied on certificates and written statements of officers of
the Bank and the Company.
Based upon and subject to the foregoing and in reliance thereon, and
subject to the assumptions, exceptions, and qualifications set forth herein, it
is my opinion that:
(i) to our actual knowledge, the Bank has obtained all licenses, permits
and other governmental authorizations currently required for the conduct of its
business as such business is described in the Prospectus, all such licenses,
permits and other governmental authorizations are in full force and effect, and
the Bank is in all material respects complying therewith, except where the
failure to obtain and hold such licenses, permits or governmental authorizations
or the failure to so comply would not have a Material Adverse Effect;
(ii) there are no material legal or governmental proceedings pending or,
to our actual knowledge, threatened against or involving the assets of the
Company or the Bank (provided that for this purpose we do not regard any
litigation or governmental procedure to be "threatened" unless the potential
litigant or government authority has manifested to the management of the Company
or the Bank, or to us, a present intention to initiate such litigation or
proceeding);
(iii) to our actual knowledge, the execution and delivery of the Agency
Agreement and the consummation of the Conversion by the Company and the Bank do
not constitute a material breach of or default (or an event which, with notice
or lapse of time or both, would constitute a default) under, give rise to any
right of termination, cancellation or acceleration contained in, or result in
the creation or imposition of any lien, charge or other encumbrance upon any of
the properties or assets of the Company or the Bank pursuant to any of the
terms, provisions or conditions of, any material agreement, contract, indenture,
bond, debenture, note, instrument or obligation to which the Company or the Bank
is a party or violate any governmental license or permit or any enforceable
published law, administrative regulation or order or court order, writ,
injunction or decree (subject to the satisfaction of certain conditions imposed
by the Office in connection with its approval of the Conversion Application),
which breach, default, encumbrance or violation would have a Material Adverse
Effect;
(iv) to our actual knowledge, there has been no material breach of any
provision of the Company's or the Bank's charter or bylaws or breach or default
(or the occurrence of any event which, with notice or lapse of time or both,
would constitute a default) under any agreement, contract, indenture, bond,
debenture, note, instrument or obligation to which the Company or the Bank is a
party or by which any of them or any of their respective assets or properties
may be bound, or any governmental license or permit, or a violation of any
enforceable published law, administrative regulation or order, or court order,
writ, injunction or decree which breach, default, encumbrance or violation would
have a Material Adverse Effect;
Trident Securities, Inc.
__________, 1997
Page 3
(v) the Agency Agreement is a legal, valid and binding obligation of
each of the Company and the Bank, enforceable in accordance with its terms
(except as the enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, reorganization, receivership, conservatorship or similar laws
relating to or affecting the enforcement of creditors' rights generally or the
rights of creditors of depository institutions whose accounts are insured by the
FDIC or savings and loan holding companies the accounts of whose subsidiaries
are insured by the FDIC or by general equity principles, regardless of whether
such enforceability is considered in a proceeding in equity or at law, and
except to the extent that the provisions of Sections 8 and 9 thereof may be
unenforceable as against public policy or pursuant to Section 23A of the Federal
Reserve Act, as to which no opinion is rendered);
(vi) to our actual knowledge, the activities of the Bank, as such
activities are described in the Prospectus, are permitted under Pennsylvania law
to subsidiaries of a Pennsylvania business corporation;
(vii) each of the Company and the Bank has been duly qualified and is in
good standing to do business in Pennsylvania, to our actual knowledge, the only
state in which the Company or the Bank is doing business; and
(viii) subject to the satisfaction of the conditions of the Office's
approval of the Conversion Application, no further approval, authorization,
consent or other order of any governmental board or body is required in
connection with the execution and delivery of the Agency Agreement and the
consummation of the Conversion, except with respect to the issuance to the Bank
of the Stock Charter by the Office and as may be required under the securities
laws of various states and except for the approval by the NASD of the
compensation payable to Trident under the rules and regulations of the NASD.
This opinion is being rendered solely for the benefit of the addressee
hereof and that of the addressee's and the Company's special counsel and may not
be relied upon by, nor may copies be delivered to, any other person without our
prior written consent. We hereby consent to the delivery of this opinion to your
counsel named in the Agency Agreement and to the Company's special counsel in
connection with the consummation of the Conversion. This opinion is given as of
the date hereof and we assume no obligation to advise you of changes that may
hereafter be brought to our attention.
Very truly yours,
Exhibit D
, 1997
- ---------------
Trident Securities, Inc.
4601 Six Forks Road
Suite 400
Raleigh, North Carolina 27609
Re: Workingmens Savings Bank, FSB
WSB Holding Company
Ladies and Gentlemen:
We have acted as special counsel for WSB Holding Company (the "Company")
and Workingmens Savings Bank, FSB (the "Bank") in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's Registration Statement on Form SB-2 (No. 333-______), as
amended, and the Bank's Application for Conversion on Form AC, as amended,
relating to the offering of the Company's common stock (the "Common Stock") in a
subscription offering in connection with the conversion of the Bank from a
federally chartered mutual savings bank to a federally chartered stock savings
bank (the "Conversion") and the issuance of the Bank's capital stock to the
Company pursuant to the Bank's plan of conversion, originally adopted by the
Bank's Board of Directors on May 19, 1997. Such registration statement, as
amended, when it became effective is herein called the "Registration Statement,"
and the related Prospectus dated ______________ is herein called the
"Prospectus." Such application for conversion, as amended, when it received
approval is herein called the "Conversion Application." This letter is furnished
pursuant to Section 7(b) of the Agency Agreement dated ________________ (the
"Agency Agreement") among the Company, the Bank, and Trident Securities, Inc.
("Trident" or "you").
Because the primary purpose of our professional engagement was not to
establish or confirm factual matters or financial, accounting, or statistical
matters and because of the wholly or partially non-legal character of many of
the statements contained in the Conversion Application, the Registration
Statement, and the Prospectus, for purposes of this letter, we are not passing
upon and do not assume any responsibility for the accuracy, completeness, or
Trident Securities, Inc.
_____________, 1997
Page 2
fairness of the statements contained in the Conversion Application, the
Registration Statement, or the Prospectus and we make no representation that we
have independently verified the accuracy, completeness, or fairness of such
statements. Without limiting the foregoing, for purposes of this letter, we
assume no responsibility for, and have not independently verified, the accuracy,
completeness, or fairness of the financial statements and schedules and other
financial and statistical data and stock valuation information, or information
regarding you included in the Conversion Application, the Registration
Statement, and the Prospectus, and we have not examined the accounting,
financial, or statistical records from which such financial statements,
schedules, and data are derived. We note that, although certain portions of the
Conversion Application, the Registration Statement, and the Prospectus
(including financial statements and schedules and stock valuation information)
have been included therein on the authority of "experts" within the meaning of
the Securities Act, we are not such experts with respect to any portion of the
Conversion Application or the Registration Statement, including without
limitation such financial statements or schedules or the other financial or
statistical data included therein.
However, in the course of our acting as special counsel to the Company
and the Bank in connection with its preparation of the Conversion Application,
the Registration Statement, and the Prospectus:
(i) We participated in conferences with certain officers of, the
independent public and internal accountants for, and other representatives of
the Company and the Bank, at which conferences the contents of the Conversion
Application, the Registration Statement and the Prospectus and related matters
were discussed and, while, for purposes of this letter, we have not confirmed
the accuracy or completeness of or otherwise verified the information contained
in the Conversion Application, the Registration Statement or the Prospectus, and
do not assume any responsibility for such information, based upon such
conferences and a review of documents deemed relevant for the purpose of
rendering our opinion (relying as to factual matters on certificates of officers
and other factual representations by the Company and the Bank), nothing has come
to our attention that would lead us to believe that the Conversion Application,
the Registration Statement, the Prospectus, or any amendment or supplement
thereto (except as to information in respect of Trident contained therein and
except as to the financial statements, the notes thereto, statements concerning
recent accounting pronouncements, and other tabular, financial, statistical and
appraisal data included therein as to which no view is made) contained, as of
the date of approval or effectiveness, as the case may be, or as of the date
hereof, an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.
Trident Securities, Inc.
_____________, 1997
Page 3
(ii) Since _________________, we have not participated with
representatives of the Bank or Company, representatives of the Company's
accountants, you or representatives of your counsel in any conferences or
telephone conversations during which the contents of the Conversion Application,
the Registration Statement, or the Prospectus were discussed, and since
_________________, we have not, for purposes of this letter, otherwise
undertaken any additional procedures for your benefit that were intended or
likely to elicit information concerning the accuracy, completeness, or fairness
of the statements made in the Conversion Application, the Registration Statement
or the Prospectus.
We are furnishing this letter to you solely for your benefit. This
letter is not to be used, circulated, quoted, or otherwise referred to for any
other purpose, except that a copy may be provided to your counsel.
Very truly yours,
Malizia, Spidi, Sloane & Fisch, P.C.