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EXHIBIT 99.4
SHAREHOLDER'S AGREEMENT
This SHAREHOLDER'S AGREEMENT (this "Agreement"), dated as of
November 14, 1998, is entered into by and between Temple-Inland Inc., a Delaware
corporation ("TI"), and ____________ (the "Shareholder").
R E C I T A L S
A. TI, Guaranty Federal Bank, F.S.B., a federally chartered stock
savings bank ("Guaranty"), HF Bancorp, Inc., a Delaware corporation ("HFB"), and
Hemet Federal Savings & Loan Association, a federally chartered savings
association ("Hemet"), entered into that certain Agreement and Plan of Merger
dated as of November 14, 1998 (the "Merger Agreement").
B. The Shareholder is a beneficial shareholder of shares of common
stock, $.01 par value, of HFB (the "HFB Stock").
C. As an inducement to TI to enter into the Merger Agreement, the
Shareholder desires to enter into this Agreement.
D. Unless otherwise provided in this Agreement, capitalized terms shall
have the meanings ascribed to such terms in the Merger Agreement.
NOW THEREFORE, in consideration of the premises and of the respective
representations, warranties and covenants, agreements and conditions contained
herein and in the Merger Agreement, and intending to be legally bound hereby, TI
and Shareholder agree as follows:
ARTICLE I
SHAREHOLDER'S AGREEMENT
1.1 Agreement to Vote. Shareholder shall vote or cause to be voted, or
execute a written consent with respect to, all of the shares of HFB Stock as to
which Shareholder has sole or shared voting power (the "Shares") (a) in favor of
adoption and approval of the principal terms of the Merger Agreement and all
transactions contemplated thereby including any agreement of merger contemplated
thereby at every meeting of the shareholders of HFB at which such matters are
considered and at every adjournment thereof and in connection with every
proposal to take action by written consent with respect thereto, and (b) against
any Competing Transaction at every meeting of the shareholders of HFB at which
such matters are considered and at every
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adjournment thereof and in connection with every proposal to take action by
written consent with respect thereto.
1.2 Legend. The Shareholder agrees to stamp, print or type (or to cause
the stamping, printing or typing) on the face of his certificates of HFB Stock
evidencing the Shares the following legend:
"THE VOTING, SALE, ASSIGNMENT, TRANSFER, PLEDGE,
HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES
REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO A SHAREHOLDER'S
AGREEMENT DATED AS OF THE 14TH DAY OF NOVEMBER, 1998 BY AND
BETWEEN TI AND [THE RECORD OWNER HEREOF], COPIES OF WHICH ARE ON
FILE AT THE OFFICES OF HFB."
1.3 Restrictions on Dispositions. Except to a donee who agrees in
writing to be bound by the provisions of Article I hereof, during the term of
this Agreement, Shareholder agrees not to sell, assign, transfer or dispose of
any of the Shares of take any other action that will alter or affect in any way
the right to vote the Shares, except (i) with the prior written consent of TI or
(ii) to change such right from that of a shared right of the Shareholder to vote
the Shares to a sole right of the Shareholder to vote the Shares.
1.4 Shareholder Approval. The Shareholder shall (i) recommend
shareholder approval of the Merger Agreement and the transactions contemplated
thereby by the HFB shareholders at every meeting of the shareholders of HFB at
which such matters are considered and at every adjournment thereof and in
connection with every proposal to take action by written consent with respect
thereto and (ii) advise the HFB shareholders to reject any subsequent proposal
or offer received by HFB relating to any Competing Transaction or purchase,
sale, acquisition, merger or other form of business combination involving HFB or
any of its assets, equity securities or debt securities and to proceed with the
transactions contemplated by the Merger Agreement; provided, however, that the
Shareholder shall not be obligated to take any action specified in clause (i) or
(ii) if the Board of Directors of HFB is advised in writing by outside legal
counsel (Manatt, Phelps & Phillips, LLP, or such other counsel that is
reasonably acceptable to TI) that doing any act pursuant to clause (i) or (ii)
is inconsistent with the continuing fiduciary duties of said Shareholder to the
stockholders of HFB.
1.5 Confidential Information/Non-solicitation. Neither Shareholder nor
any corporation, partnership, trust or other entity controlled by Shareholder
shall:
(a) at any time following the Effective Time of the Holding
Company Merger, disclose confidential information regarding HFB or Hemet to any
third parties,
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except as required by law, regulation, a court order, in the defense of
litigation for which HFB or Hemet may be liable, or in any actions relating to
this Agreement or the Merger Agreement and the transactions contemplated hereby
or thereby; or
(b) at any time following the Effective Time of the Holding
Company Merger, solicit, directly or indirectly, on its own behalf or on behalf
of any other person or entity, management personnel employed by TI or any of its
subsidiaries immediately after the Effective Time of the Holding Company Merger
for employment with any other business.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER
The Shareholder represents and warrants to TI that the statements set
forth below are true and correct as of the date of this Agreement, except those
that are specifically as of a different date:
2.1 Ownership and Related Matters.
(a) Schedule 2.1(a) hereto correctly sets forth the number of
Shares and the nature of Shareholder's voting power with respect thereto. Within
five Business Days after the Record Date, the Shareholder shall amend said
Schedule 2.1(a) to correctly reflect the number of Shares and the nature of
Shareholder's voting power with respect thereto as of the Record Date.
(b) There are no proxies, voting trusts or other agreements or
understandings to or by which the Shareholder or the Shareholder's spouse is a
party or bound or that expressly requires that any of the Shares be voted in any
specific manner other than as provided in this Agreement.
2.2 Authorization and Binding Agreement. The Shareholder has the legal
right, power, capacity and authority to execute, deliver and perform this
Agreement, and this Agreement is the valid and binding obligation of the
Shareholder enforceable in accordance with its terms, except as the enforcement
thereof may be limited by general principles of equity.
2.3 Noncontravention. The execution, delivery and performance of this
Agreement by the Shareholder will not (a) conflict with or result in the breach
of, or default or actual or potential loss of any benefit under, any provision
of any agreement, instrument or obligation to which the Shareholder or the
Shareholder's spouse is a party or by which any of the Shareholder's properties
or the Shareholder's spouse's properties
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are bound, or give any other party to any such agreement, instrument or
obligation a right to terminate or modify any term thereof; (b) require any
consent of any Person; (c) result in the creation or imposition of any
Encumbrance on any of the Shares or any other assets of the Shareholder or the
Shareholder's spouse; or (d) violate any statute or law, judgment, decree,
injunction, order, regulation or rule of any Governmental Entity to which the
Shareholder or the Shareholder's spouse is subject.
ARTICLE III
GENERAL
3.1 Amendments. To the fullest extent permitted by law, this Agreement
and any schedule or exhibit attached hereto may be amended by agreement in
writing of the parties hereto at any time.
3.2 Integration. This Agreement constitutes the entire agreement between
the parties pertaining to the subject matter hereof and (except for other
documents to be executed pursuant to the Merger Agreement) supersedes all prior
agreements and understandings of the parties in connection therewith.
3.3 Specific Performance. Shareholder acknowledges and agrees that
irreparable injury will result to TI and Guaranty in the event of a breach of
any of the provisions of this Agreement and that TI will have no adequate remedy
at law with respect thereto. Accordingly, in the event of a material breach of
this Agreement, and in addition to any other legal or equitable remedy TI may
have, TI shall be entitled to the entry of a preliminary injunction and a
permanent injunction (including, without limitation, specific performance) by a
court of competent jurisdiction, to restrain the violation or breach thereof by
Shareholder or any affiliates, agents, or any other persons acting for or with
Shareholder in any capacity whatsoever, and Shareholder submits to the
jurisdiction of such court in any such action. Shareholder agrees that it will
not seek, and agrees to waive any requirement for, the securing or posting of a
bond in connection with TI's seeking or obtaining such equitable relief. In
addition, after discussing the matter with Shareholder, TI shall have the right
to inform any third party that TI reasonably believes to be, or to be
contemplating, participating with Shareholder or receiving from Shareholder
assistance in violation of this Agreement, of the terms of this Agreement and of
the rights of TI hereunder, and that participation by any such persons with
Shareholder in activities in violation of Shareholder's agreement with TI set
forth in this Agreement may give rise to claims by TI against such third party.
3.4 Termination. This Agreement, other than Section 1.5 hereof, shall
terminate automatically without further action at the earlier of the Effective
Time of the Holding Company Merger or the termination of the Merger Agreement in
accordance
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with its terms. Upon such termination of this Agreement, the parties shall have
no further obligation or liability to one another, except in respect of a wilful
and material failure in the performance of any such party's agreements,
covenants and obligations hereunder and except in respect of Section 1.5 hereof.
3.5 No Assignment. Neither this Agreement nor any rights, duties or
obligations hereunder shall be assignable by TI or the Shareholder, in whole or
in part. Any attempted assignment in violation of this prohibition shall be null
and void. Subject to the foregoing, all of the terms and provisions hereof shall
be binding upon, and inure to the benefit of, the successors of the parties
hereto.
3.6 Headings. The descriptive headings of the several Articles and
Sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.
3.7 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
party hereto and delivered to each party hereto.
3.8 Notices. Any notice or communication required or permitted
hereunder, shall be deemed to have been given if in writing and (a) delivered in
person, (b) delivered by confirmed facsimile transmission, (c) sent by overnight
carrier, postage prepaid with return receipt requested, or (d) mailed by
certified or registered mail, postage prepaid with return receipt requested,
addressed as follows:
If to TI, addressed to:
Temple-Inland Inc.
303 South Temple Drive
Diboll, Texas 75941
Attention: M. Richard Warner
Facsimile Number: (409) 829-3333
With a copy addressed to:
Sullivan & Cromwell
1888 Century Park East
Los Angeles, CA 90067
Attention: Stanley F. Farrar
Facsimile Number: (310) 712-8800
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If to Shareholder, addressed to:
______________________________
______________________________
______________________________
______________________________
With a copy addressed to:
Manatt, Phelps & Phillips, LLP
11355 West Olympic Blvd.
Los Angeles, CA 90067
Attention: William T. Quicksilver
Telecopier No: (310) 312-4224
or at such other address and to the attention of such other person as a party
may notice to the others in accordance with this Section 3.8. Any such notice or
communication shall be deemed received on the date delivered personally or
delivered by confirmed facsimile transmission, on the first Business Day after
it was sent by overnight carrier, postage prepaid with return receipt requested
or on the third Business Day after it was sent by certified or registered mail,
postage prepaid with return receipt requested.
3.9 Governing Law. This Agreement shall be governed by, and interpreted
in accordance with, the laws of the State of Delaware without regard to the
conflict of law principles thereof. The parties hereby irrevocably submit to the
jurisdiction of the courts of the State of Delaware and the federal courts of
the United States of America located in the State of Delaware solely in respect
of the interpretation and enforcement of the provisions of this Agreement and of
the documents referred to in this Agreement, and in respect of the transactions
contemplated herein and therein, and hereby waive, and agree not to assert, as a
defense in any action, suit or proceeding for the interpretation or enforcement
hereof or of any such document, that it is not subject thereto or that such
action, suit or proceeding may not be brought or is not maintainable in said
courts or that the venue thereof may not be appropriate or that this Agreement
or any such document may not be enforced in or by such courts, and the parties
hereto irrevocably agree that all claims with respect to such action or
proceeding shall be heard and determined in such Delaware state or federal
court. The parties hereby consent to and grant any such court jurisdiction over
the person of such parties and over the subject matter of such dispute and agree
that mailing of process or other papers in connection with any such action or
proceeding in the manner provided in Section 3.8 or in such other manner as may
be permitted by law, shall be valid and sufficient service thereof.
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3.10 Severability. If any provision of this Agreement shall be held by a
court of competent jurisdiction to be unreasonable as to duration, activity or
subject, it shall be deemed to extend only over the maximum duration, range of
activities or subjects as to which such provision shall be valid and enforceable
under applicable law. If any provisions shall, for any reason, be held by a
court of competent jurisdiction to be invalid, illegal or unenforceable, such
invalidity, illegality or unenforcability shall not affect any other provision
of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
3.11 Waiver of Breach. Any failure or delay by TI in enforcing any
provision of this Agreement shall not operate as a waiver of this Agreement. The
waiver by TI of a breach of any provision of this Agreement shall not operate as
a waiver of this Agreement. The waiver by TI of a breach of any provision of
this Agreement by the Shareholder shall not operate or be construed as a waiver
of any subsequent breach or violation thereof. All waivers shall be in writing
and signed by the party to be bound.
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IN WITNESS WHEREOF, the parties to this Agreement have caused and duly
executed this Agreement as of the day and year first above written.
TEMPLE-INLAND INC.
By: ____________________________________
Name:
Title:
SHAREHOLDER
________________________________________
(Shareholder's Name)
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SPOUSAL CONSENT
I am the spouse of _______________, the Shareholder in the above
Agreement. I understand that I may consult independent legal counsel as to the
effect of this Agreement and the consequences of my execution of this Agreement
and, to the extent I felt it necessary, I have discussed it with legal counsel.
I hereby confirm this Agreement and agree that it shall bind my interest in the
Shares, if any.
_________________________________________
(Shareholder's Spouse's Name)
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