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EXHIBIT 99.3
FORM OF AFFILIATE LETTER ADDRESSED TO TEMPLE-INLAND, INC.
Temple-Inland Inc.
303 South Temple Drive
Diboll, Texas 75941
Ladies and Gentlemen:
I have been advised that as of the date hereof I may be deemed to
be an "affiliate" of HF Bancorp, Inc., a Delaware corporation ("HFB"), as the
term "affiliate" is (i) defined for purposes of paragraphs (c) and (d) of Rule
145 ("Rule 145") of the Rules and Regulations (the "Rules and Regulations") of
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"). I have been further advised that pursuant
to the terms of the Agreement and Plan of Merger, dated as of November 14, 1998
(the "Merger Agreement"), by and among you ("TI"), HFB, Guaranty Federal Bank,
F.S.B. and Hemet Federal Savings & Loan Association, HFB will be merged with TI
or a direct or indirect subsidiary of TI will be merged with HFB, and that as a
result of the Merger, I may receive shares of TI Stock (as defined in the Merger
Agreement) in exchange for shares of HFB Stock (as defined in the Merger
Agreement), owned by me.
I hereby represent, warrant and covenant to TI that in the event
I receive any TI Stock pursuant to the Merger:
A. I shall not make any sale, transfer or other disposition of
the TI Stock in violation of the Act or the Rules and Regulations.
B. I have carefully read this letter and the Merger Agreement and
discussed its requirements and other applicable limitations upon my ability to
sell, transfer or otherwise dispose of TI Stock to the extent I believed
necessary, with my counsel or with counsel for HFB.
C. I have been advised that the issuance of TI Stock to me
pursuant to the Merger Agreement will be registered with the Commission on a
registration statement on Form S-4. However, I have also been advised that,
since at the time the Merger will be submitted to the shareholders of HFB for
approval, I may be an "affiliate" of HFB, any sale or disposition by me of any
of the TI Stock, may, under current law, only be made in accordance with the
provisions of paragraph (d) of Rule 145 under the Act, pursuant to an effective
registration statement under the Act or pursuant to an exemption thereunder. I
agree that I will not sell, transfer, or otherwise dispose of Tl Stock issued to
me in the Merger unless (i) such sale, transfer or other disposition has been
registered under the Act; (ii) such
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sale, transfer or other disposition is made in conformity with the volume and
other limitations of Rule 145 promulgated by the Commission under the Act; or
(iii) in the written opinion of counsel, which opinion and counsel shall be
reasonably acceptable to TI, such sale, transfer or other disposition is
otherwise exempt from registration under the Act.
D. I understand that TI is under no obligation to register the
sale, transfer or other disposition of the TI Stock by me or in my behalf or to
take any other action necessary to make compliance with an exemption from
registration available.
E. I understand that stop transfer instructions will be given to
TI's transfer agents with respect to TI Stock and that there will be placed on
the certificates for the TI Stock issued to me, or any substitutions therefor, a
legend stating in substance:
"The securities represented by this certificate have been issued
in a transaction to which Rule 145 promulgated under the
Securities Act of 1933 applies and may be sold or otherwise
transferred only in compliance with the requirements of Rule 145
or pursuant to a registration statement under said act or an
exemption from such registration."
F. I also understand that unless the transfer by me of my TI
Stock has been registered under the Act or is a sale made in conformity with the
provisions of Rule 145, TI reserves the right to put the following legend on the
certificates issued to my transferee:
"The sale of the shares represented by this certificate has not
been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and the shares were acquired from a person who
received such shares in a transaction to which Rule 145
promulgated under the Securities Act applies. The shares have
been acquired by the holder not with a view to, or for resale in
connection with, any distribution thereof within the meaning of
the Securities Act and may not be sold, pledged or otherwise
transferred except in accordance with an exemption from the
registration requirements of the Securities Act."
It is understood and agreed that this letter agreement shall
terminate and be of no further force and effect and the legends set forth in E
or F, as the case may be, above shall be removed by delivery of substitute
certificates without such legend, and the related stop transfer of restrictions
shall be lifted forthwith, if (i) any such shares of TI Stock shall have been
registered under the Act for sale, transfer or other disposition by me or on my
behalf and are sold, transferred or otherwise disposed of, or (ii) any such
shares of TI Stock are sold in accordance with the provisions of paragraphs (c),
(e), (f) and (g) of Rule 144 promulgated under the Act, or (iii) I am not at the
time an affiliate of TI and have been the
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beneficial owner of the TI Stock for at least one year (or such other period as
may be prescribed by the Act and the rules and regulations promulgated
thereunder), and TI has filed with the Commission all of the reports it is
required to file under the Securities Exchange Act of 1934, as amended, during
the preceding 12 months, or (iv) I am not and have not been for at least three
months an affiliate of TI and have been the beneficial owner of the TI Stock for
at least two years (or such other period as may be prescribed by the Act and the
Rules and Regulations), or (v) TI shall have received a letter from the Staff of
the Commission, or a written opinion of counsel, which opinion and counsel shall
be reasonably acceptable to TI, to the effect that the stock transfer
restrictions and the legend are not required.
Very truly yours,
Accepted this ____ day of _________, 199_.
Temple-Inland Inc.
By: _________________________________
Name:
Title:
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