<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1996
REGISTRATION NO. 333-2474
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2*
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EAGLE BANCGROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 6035 37-1353957
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
Eagle BancGroup, Inc.
301 Fairway Drive
Bloomington, Illinois 61701
(309) 663-6345
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Donald L. Fernandes, President
Eagle BancGroup, Inc.
301 Fairway Drive
Bloomington, Illinois 61701
(309) 663-6345
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please address a copy of all communications to:
Christopher J. Zinski, Esq. Scott Fife, Esq.
Schiff Hardin & Waite Housley Kantarian & Bronstein, P.C.
7200 Sears Tower 1220 19th Street, N.W., Suite 700
Chicago, Illinois 60606 Washington, D.C. 20036
(312) 258-5548 (202) 822-9611
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 426(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
----------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
----------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
* Pre-Effective Amendment No. 2 relates solely to revision of Exhibit No. 1.2
filed herewith.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the amount of fees and expenses
(other than underwriting discounts and commissions) to be incurred in connection
with the issuance of the shares:
<TABLE>
<CAPTION>
<S> <C>
Counsel fees and expenses......................................... $140,000
Accounting fees and expenses...................................... 130,000
Appraisal and business plan preparation fees and expenses......... 32,500
Conversion Agent fees and expenses................................ 9,000
Underwriting fees and expenses/(1)/............................... 266,500
Underwriter's counsel fees and expenses........................... 32,500
Printing, postage and mailing expenses............................ 75,000
OTS filing fee.................................................... 8,400
Securities and Exchange Commission registration fees/(2)/......... 7,300
NASD registration fee/(2)/........................................ 2,600
NASDAQ registration fee/(2)/...................................... 15,600
Fees and expenses for qualifications under state securities laws.. 5,000
Transfer agent's fees and expenses................................ 7,500
Miscellaneous..................................................... 18,100
-------
Total...................................................... $750,000
=======
</TABLE>
-------------
/(1)/ Based on maximum of Estimated Valuation Range.
/(2)/ Based on "super-maximum" of the Estimated Valuation Range.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is empowered by Section 145 of the Delaware General
Corporation Law, subject to the procedures and limitations stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in the defense of any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his or her being or
having been a director, officer, employee or agent of the Registrant, or serving
or having served at the request of the Registrant as a director, officer,
employee or agent of another enterprise. The statute provides that this
indemnification is not exclusive of other rights of indemnification to which a
person may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.
The Certificate of Incorporation and Bylaws of the Registrant provide,
subject to certain procedures and limitations stated therein, that the
Registrant shall indemnify any person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in the defense of any threatened, pending or completed
action, suit or proceeding in which such person is made a party by reason of his
or her being or having been a director or officer of the Registrant, or being or
having been a director or officer of the Registrant and serving or having served
at the request of the Registrant as a director, officer, employee or agent of
another enterprise. The indemnification is not exclusive of other rights of
indemnification to which a person may be entitled under any statute, bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
The Registrant maintains an insurance policy under which its officers
and directors are insured, within the limits and subject to the limitations of
the policy, against certain losses arising from any claim or claims made against
them in their respective capacities of directors or officers. The policy also
provides for reimbursement to the Registrant for any indemnification of officers
and directors.
II-1
<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The Registrant is a newly formed corporation and, as such, will not
previously have engaged in the issuance or sale of securities other than one
share of common stock to the president of the Registrant as the nominee of First
Federal Savings and Loan Association of Bloomington in connection with the
organization of the Registrant, which share will be redeemed upon consummation
of the conversion of First Federal Savings and Loan Association of Bloomington
from mutual to stock form.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The Exhibits filed herewith are set forth on the Exhibit Index.
(b) The financial statement schedules have been omitted because they are
inapplicable or because the information is provided elsewhere in the
Consolidated Financial Statements and Notes thereto included in the Subscription
and Community Offering Prospectus.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement,
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; provided, however, that any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) To provide to the underwriter at the closing specified in the
underwriting agreements, certificates in such denominations and registered in
such names as required by the underwriter to permit prompt delivery to each
purchaser.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised the in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Bloomington, State of Illinois, on May 9, 1996.
EAGLE BANCGROUP, INC.
(Registrant)
By: Donald L. Fernandes
--------------------
Donald L. Fernandes
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities set forth opposite their names and on May 9, 1996:
<TABLE>
<CAPTION>
<S> <C>
Donald L. Fernandes President, Chief Executive Officer and Director
- ------------------------------------ (Principal Executive Officer, Principal Financial
Donald L. Fernandes Officer and Principal Accounting Officer)
Gerald A. Bradley* Chairman of the Board and Director
- ------------------------------------
Gerald A. Bradley
Robert P. Dole* Director
- ------------------------------------
Robert P. Dole
William J. Hanfland* Director
- ------------------------------------
William J. Hanfland
Louis F. Ulbrich* Director
- ------------------------------------
Louis F. Ulbrich
Steven J. Wannemacher* Director
- ------------------------------------
Steven J. Wannemacher
</TABLE>
*By: Donald L. Fernandes
----------------------------
Donald L. Fernandes
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
ITEM EXHIBIT PAGE
---- ------- ----
<S> <C> <C>
1. Underwriting agreement 1.1 Engagement Letter with Trident Securities,
Inc.*
1.2 Form of Agency Agreement with Trident
Securities, Inc.
2. Plan of acquisition, 2.1 Amended Plan of Conversion of First
reorganization, arrangement, Federal Savings and Loan Association of
liquidation, or succession Bloomington*
3. Articles of Incorporation and 3.1 Certificate of Incorporation of Registrant
Bylaws as filed in Delaware on January 24, 1996*
3.2 Bylaws of Registrant as adopted by the
Board of Directors of Registrant on January
25, 1996*
4. Instruments defining the rights 4.1 Specimen Stock Certificate of Registrant*
of holders, incl. indentures
4.2 Articles IV, V, VI, VII, XI, XII, XIII, XIV,
XVI and XVII of the Registrant's Certificate
of Incorporation (see Exhibit 3.1)
4.3 Articles II, III, IV, VIII and XI of the
Registrant's Bylaws (see Exhibit 3.2).
5. Opinion re: legality 5.1 Opinion of Schiff Hardin & Waite, counsel
to the Registrant*
8. Opinion re: tax matters 8.1 Opinion of Schiff Hardin & Waite regarding
federal income tax consequences of the
Conversion*
8.2 Opinion of Schiff Hardin & Waite regarding
Illinois income tax consequences of the
Conversion*
10. Material contracts 10.1 First Federal Savings and Loan Association
of Bloomington Employee Stock Ownership
Plan*
10.2 Credit Agreement between Registrant and
First Federal Savings and Loan Association
of Bloomington Employee Stock Ownership
Plan*
10.3 Eagle BancGroup, Inc. 1996 Stock Option
and Incentive Plan*
10.4 Eagle BancGroup, Inc. Management
Development and Recognition Plan and Trust
Agreement*
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
10.5 Deferred Compensation Agreement, dated
as of September 22, 1992, between First
Federal Savings and Loan Association of
Bloomington and Donald L. Fernandes*
10.6 Form of Employment Agreement to be
entered into among Eagle BancGroup, Inc.,
First Federal Savings and Loan Association
of Bloomington and Donald L. Fernandes*
10.7 Release and Settlement Agreement, dated as
of July 18, 1995 between First Federal
Savings and Loan Association of
Bloomington and Jon C. Thetard*
10.8 Form of Employment Security Agreement to
be entered into between the Registrant and
each of Gary L. Richardson, Laurel B.
Donovan and Larry C. McClellan*
21. Subsidiaries of the registrant 21.1 List of subsidiaries of the Registrant*
23. Consent of experts and counsel 23.1 Consent of Ernst & Young LLP*
23.2 Consents of Schiff Hardin & Waite
(contained in the opinions filed as Exhibits
5.1, 8.1 and 8.2)
23.3 Consent of RP Financial, LC.*
24. Power of attorney 24.1 Powers of attorney are included on the
signature page to the Registration Statement
99. Additional exhibits 99.1 Engagement Letter with RP Financial, LC.
as Appraiser*
99.2 Engagement Letter with Crowe Chizek and
Company LLP as Conversion Agent*
99.3 Appraisal Report of RP Financial, LC.*
99.4 Stock Order Form and Order Form
Instructions for Subscription and Community
Offerings*
99.5 Proxy Statement for Special Meeting of
Members of First Federal Savings and Loan
Association of Bloomington*
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
99.6 Form of Proxy for Special Meeting of
Members of First Federal Savings and Loan
Association of Bloomington*
99.7 Update to Appraisal Report of RP Financial,
LC.*
</TABLE>
_______________
* Previously filed.
II-7
<PAGE>
EXHIBIT 1.2
EAGLE BANCGROUP, INC.
[MINIMUM] TO [SUPERMAXIMUM] SHARES
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
$10.00 PER SHARE
SALES AGENCY AGREEMENT
----------------------
Trident Securities, Inc.
4601 Six Forks Road, Suite 400
Raleigh, North Carolina 27609
Dear Sirs:
Eagle BancGroup, Inc., a Delaware corporation (the "Holding Company"), and
First Federal Savings and Loan Association of Bloomington, a federally chartered
and insured mutual savings association (the "Association"), hereby confirm, as
of _________, 1996, 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 Association intends to convert from a federally
chartered mutual savings association to a federally chartered stock savings
association as a wholly owned subsidiary of the Holding Company (together with
the Offerings, as defined below, the issuance of shares of common stock of the
Association to the Holding Company and the incorporation of the Holding Company,
the "Conversion") pursuant to a plan of conversion unanimously adopted and
amended by the Association's Board of Directors (as amended, the "Plan"). In
accordance with the Plan, the Holding Company is offering shares of its common
stock, par value $.01 per share (the "Shares" and the "Common Stock,"
respectively), pursuant to nontransferable subscription rights in a subscription
offering (the "Subscription Offering") to certain members of the Association and
to the Association's tax-qualified employee benefit plans (i.e., the
Association's Employee Stock Ownership Plan (the "ESOP")). In allocating Shares
to satisfy subscriptions of eligible subscribers in the Subscription Offering,
preference will be given within each subscription category to subscribers who
reside in the Illinois counties of McLean and DeWitt ("Preferred Eligible
Subscribers"). Any Shares not sold in the Subscription Offering may be offered
in a community offering (the "Community Offering"), to natural persons who
reside in Illinois and other persons to whom the Prospectus is delivered for the
purpose of offering the Shares ("Other Purchasers"), giving preference to
natural persons residing in the Illinois county of McLean ("Preferred Other
Purchasers"), subject to the right of the Holding Company and the Association,
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,
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 2
if any, the Community Offering, including the Syndicated Community Offering, are
sometimes referred to collectively as the "Offerings"). In the Offerings, the
Holding Company is offering between [MINIMUM] and [SUPERMAXIMUM] Shares. With
the exception of the ESOP, no person or entity, together with associates of, or
persons acting in concert with, such person or entity, may purchase Shares with
an aggregate purchase price of more than $200,000 in the Offerings.
The Holding Company and the Association have been advised by Trident that
it will utilize its best efforts in assisting the Holding Company and the
Association with the sale of the Shares in the Offerings, including any
Syndicated Community Offering. Prior to the execution of this Agreement, the
Holding Company has delivered to Trident the Prospectus dated as of the date
hereof (as hereinafter defined) and all supplements thereto expected to be used
in the Offerings. Such Prospectus contains information with respect to the
Holding Company, the Association and the Shares.
2. Representations and Warranties.
The Holding Company and the Association jointly and severally represent and
warrant to Trident that:
(i) The Holding Company has filed with the Commission a registration
statement, including exhibits and an amendment or amendments thereto, on
Form S-1 (No. 333-2474), including a Prospectus relating to the Offerings,
for the registration of the Shares under the Securities Act of 1933, as
amended (the "Securities Act"); and such registration statement has become
effective under the Securities Act and no stop order has been issued with
respect thereto and no proceedings therefor have been initiated or, to the
Holding Company'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 Holding
Company with the Commission pursuant to Rule 424(b) of the general rules
and regulations of the Commission under the Securities 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. If any Shares are required to be sold
but
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 3
remain unsubscribed following completion of the Subscription Offering and,
if any, the Community Offering, the Holding Company (i) will promptly file
with the Commission a post-effective amendment to such 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 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 SEC Regulations, in either case in a form reasonably
acceptable to Trident.
(ii) The Association has filed an Application for Approval of
Conversion on 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
conditionally 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 Association's best knowledge, threatened.
The Holding Company has filed with the Office the Holding Company's
application on Form H-e(1)-S and has received conditional approval of its
acquisition of the Association from the Office.
(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 with the Securities Act and the SEC Regulations,
(ii) the Registration Statement (as amended or supplemented, if amended or
supplemented) did 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 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 Holding Company or the Association
relating to Trident by or on behalf of Trident expressly for use in the
Registration Statement or Prospectus.
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 4
(iv) Each of the Holding Company and the Association's sole
subsidiary, FFS Investment Services, Inc. (the "Subsidiary"), has been duly
organized as a Delaware or Illinois corporation, respectively, and the
Association has been duly organized as a mutual savings association 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; the
Association is a member in good standing of the Federal Home Loan Bank of
Chicago; and the deposit accounts of the Association 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 Holding Company, the Association and the Subsidiary 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 financial condition, results of operations or business of the
Holding Company, the Association and the Subsidiary, taken as a whole. The
Association does not own equity securities of or an equity interest in any
business enterprise other than the Subsidiary. Upon amendment of the
Association's charter and bylaws as provided in the rules and regulations
of the Office and completion of the sale by the Holding Company of the
Shares as contemplated by the Prospectus, (i) the Association will be
converted pursuant to the Plan to a federally chartered capital stock
savings association with full power and authority to own its property and
conduct its business, (ii) all of the authorized and outstanding capital
stock of the Association will be owned of record and beneficially by the
Holding Company, and (iii) the Holding Company will have no direct
subsidiaries other than the Association.
(v) Each of the Association and the Subsidiary has good, marketable
and insurable title to all assets material to its business and to the
assets owned by it, free and clear of all liens, charges, encumbrances or
restrictions, except for liens for taxes not yet due, except as could not
in the aggregate have a material adverse effect upon the financial
condition, results of operations or business of the Association and the
Subsidiary, taken as a whole; and all of the leases and subleases under
which the Association holds properties are in full force and effect.
(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 Holding
Company and the Association, and this Agreement is a valid and binding
obligation with valid execution and delivery of each of the Holding Company
and the Association, 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
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
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 5
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 Holding Company or the Association, threatened
against or involving the Holding Company, the Association, the Subsidiary
or any of their respective assets which individually or in the aggregate
could have a material adverse effect on the financial condition, results of
operations or business of the Holding Company, the Association and the
Subsidiary, taken as a whole.
(viii) The Holding Company and the Association have received the
opinions of Schiff Hardin & Waite with respect to federal and Illinois 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 Association
or the Holding Company under the laws of Illinois, and the facts relied
upon in such opinions are reliable, accurate and complete.
(ix) Each of the Holding Company and the Association has all such
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 approval of the Conversion Application, and except as may be required
under the securities laws of various jurisdictions, and in the case of the
Holding Company, as of the Closing Date, will have such approvals and
orders to issue and sell the Shares to be sold by the Holding Company as
provided herein, and in the case of the Association, 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 Holding Company as provided in the Plan,
subject to the issuance to the Association of an 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 Holding Company, the Association nor the Subsidiary is
in violation of any rule or regulation of the Office or the FDIC that could
result in any enforcement action against the Holding Company, the
Association, the Subsidiary or their officers or directors that could have
a material adverse effect on the financial condition, results of operations
or business of the Holding Company, the Association and the Subsidiary,
taken as a whole.
(xi) The consolidated financial statements and any related notes or
schedules which are included in the Registration Statement and the
Prospectus fairly present the
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 6
consolidated financial condition, income, retained earnings and cash flows
of the Association and the Subsidiary at the respective dates thereof and
for the respective periods covered thereby and comply 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,
and such financial statements are consistent with the financial statements
and other reports filed by the Association with supervisory and regulatory
authorities except as such generally accepted accounting principles may
otherwise require. The tables in the Prospectus accurately present in all
material respects 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 financial condition,
results of operations or business of the Holding Company, the Association
and the Subsidiary, taken as a whole, since the latest date as of which
such information is set forth in the Prospectus; and the assets,
liabilities, equity and business of each of the Holding Company, the
Association and the Subsidiary conform to the descriptions thereof
contained in the Prospectus. None of the Holding Company, the Association
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 Holding Company,
the Association 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 Holding Company, the
Association or the Subsidiary is a party or by which any of them or any of
their respective assets may be bound or 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 could have a
material adverse effect on the financial condition, results of operations
or business of the Holding Company, the Association and the Subsidiary
taken as a whole; all agreements which are material to the financial
condition, results of operations or business of the Holding Company, the
Association 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 Holding Company and the Association, threatened any action
or proceeding wherein the Holding Company, the Association or the
Subsidiary could be alleged to be in default thereunder.
(xiv) None of the Holding Company, the Association or the Subsidiary
is in violation of its respective certificate or articles of incorporation
or charter or bylaws. The execution and delivery hereof and the
consummation of the transactions contemplated
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 7
hereby by the Holding Company and the Association do not conflict with or
result in a breach of the certificate or articles of incorporation or
charter or bylaws of the Holding Company, the Association (in either mutual
or stock form) or the Subsidiary or constitute a 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 assets of the Holding
Company, the Association 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 Holding Company, the
Association or the Subsidiary is a party or by which any of them or any of
their respective assets may be bound or subject 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 could have a material adverse effect on the
financial condition, results of operations or business of the Holding
Company, the Association and the Subsidiary taken as a whole.
(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), none of the Holding Company, the Association
or the Subsidiary has issued any common stock or common stock equivalents
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 Holding Company, the
Association and the Subsidiary, taken as a whole.
(xvi) Upon consummation of the Conversion, the authorized, issued and
outstanding equity capital of the Holding Company shall be as set forth in
the Prospectus under the caption "Capitalization," and no Common Stock of
the Holding Company shall be outstanding immediately prior to the Closing
Date; the issuance and the sale of the Shares of the Holding Company have
been duly authorized by all necessary action of the Holding Company and
conditionally 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;
and good title to the Shares will be transferred by the Holding Company
upon issuance thereof against payment therefor, free and clear of any
claims, encumbrances, security interests or liens. 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
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 8
stock of the Association to the Holding Company has been duly authorized by
all necessary action of the Association and the Holding 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 (subject to the satisfaction of
various conditions imposed by the Office in connection with its approval of
the Conversion Application), except as may be required under securities
laws other than the federal securities laws.
(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 applicable.
(xix) To the best knowledge of the Holding Company and the
Association, Ernst & Young LLP, which has audited the financial statements
of the Association as of December 31, 1995 and 1994 and for the years ended
December 31, 1995, 1994 and 1993 included in the Prospectus, is an
independent public accounting firm 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) The Holding Company, the Association and the Subsidiary have
timely filed all required federal, state and local franchise tax returns,
and no deficiency has been asserted with respect to such returns by any
taxing authorities, and the Holding Company, the Association and the
Subsidiary have paid all taxes that have become due and, to the best of
their knowledge, have made adequate reserves for future tax liabilities,
except where any failure to make such filings, payments and reserves, or
the assertion of such a deficiency, could not have a material adverse
effect on the financial condition, results of operations or business of the
Holding Company, the Association and the Subsidiary taken as a whole.
(xxi) All of the loans represented as assets of the Association on
the most recent financial statements of the Association included in the
Prospectus meet all applicable requirements of federal, state or local law
pertaining to lending, including without limitation truth in lending
(including the requirements of Regulation Z and 12 C.F.R. Part 226 and
Section 563.99), real estate settlement procedures, consumer credit
protection, equal credit opportunity and all disclosure laws applicable to
such loans, except for violations which, if asserted, could not have a
material adverse effect on the financial
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 9
condition, results of operations or business of the Holding Company, the
Association and the Subsidiary taken as a whole.
(xxii) The records of account holders, depositors, borrowers and
other members of the Association delivered for use during the Conversion
have been prepared or reviewed by or on behalf of the Association and are
reliable, accurate and complete.
(xxiii) None of the Holding Company, the Association, the Subsidiary
or the employees or agents of the Holding Company, the Association or the
Subsidiary, has made any payment of funds of the Holding Company, the
Association or the Subsidiary prohibited by law, and no funds of the
Holding Company, the Association or the Subsidiary have been set aside to
be used for any payment prohibited by law.
(xxiv) To the best knowledge of the Holding Company and the
Association, the Holding Company, the Association 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 Holding Company nor the Association
believes that the Holding Company, the Association 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 in the aggregate could not have a material
adverse effect on the financial condition, results of operations or
business of the Holding Company, the Association and the Subsidiary, taken
as a whole. There are no actions, suits, regulatory investigations or other
proceedings pending or, to the best knowledge of the Holding Company or the
Association, threatened against the Holding Company, the Association 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 Holding Company and the Association, no disposal, release,
discharge or storage 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
Holding Company, the Association or the Subsidiary or has occurred on, in
or at any of the facilities or properties of the Holding Company, the
Association or the Subsidiary, except such disposal, release, discharge or
storage which could not have a material adverse effect on the financial
condition, results of operations or business of the Holding Company, the
Association and the Subsidiary, taken as a whole.
(xxv) At the Closing Date, the Holding Company and the Association
will have completed all conditions precedent to, and shall have conducted
the Conversion in all material respects in accordance with, the Plan, the
OTS Regulations and all other applicable laws, regulations, published
decisions and orders, including all terms,
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 10
conditions, requirements and provisions precedent to the Conversion imposed
by the Office.
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 Holding Company and the Association hereby
employ Trident as their agent to utilize its best efforts in assisting the
Holding Company with the Holding Company's sale of the Shares in the
Subscription Offering and, if any, the Community Offering, and Trident agrees to
perform the services described in the engagement letter dated December 27, 1995
and agreed to and accepted by the Association on January 2, 1996 (a copy of
which is attached hereto as Exhibit A). The employment of Trident hereunder
shall terminate (a) forty-five (45) days after the Offerings close, unless the
Holding Company and the Association, 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 Holding Company is unable to sell a minimum of [MINIMUM]
Shares (or such lesser amount as the Office may permit) within the period herein
provided, this Agreement shall terminate, and the Holding Company and the
Association shall promptly refund 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 in
Sections 6, 8(a), 8(c) and 9 hereof. Appropriate arrangements for placing the
funds received from subscriptions for Shares in special interest-bearing
accounts with the Association 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 Holding Company if all
Shares are 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
Holding 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 Holding Company by any means authorized pursuant to the
Prospectus, at the principal office of the Holding Company at 301 Fairway Drive,
Bloomington, Illinois 61701 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."
In addition to the expenses specified below and in Section 6, Trident shall
receive the following compensation and reimbursement in connection with its
services hereunder:
(a) Trident shall receive (i) a commission equal to 1.75% of the
aggregate dollar amount of Shares sold to Preferred Eligible Subscribers
and Preferred Other
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 11
Purchasers, and a commission equal to 1.50% of the aggregate dollar amount
of other Shares sold in the Offerings, excluding any shares sold to
directors, officers, employees, "associates" (as defined in the Plan) and
employee benefit plans of the Holding Company or the Association, and
excluding any shares sold in any Syndicated Community Offering under
selected dealers' agreements and, (ii) for any shares sold in any
Syndicated Community Offering under selected dealers' agreements, a
commission to be agreed upon jointly by Trident and the Association, to
reflect market requirements at the time of a stock allocation in a
Syndicated Community Offering, under selected dealers' agreements. All such
commissions are to be payable in next-day funds to Trident on the Closing
Date.
(b) Subject to the limitations set forth below, Trident shall be
reimbursed for all allocable expenses incurred by or on behalf of it,
including but not limited to legal fees and expenses and travel,
communications and postage expenses, whether or not the Offerings are
successfully completed. Trident's reimbursable out-of-pocket expenses will
not exceed $12,500, and its reimbursable legal fees will not exceed $32,500
(excluding out-of-pocket expenses), without approval. Full payment to
defray Trident's reimbursable expenses shall be made in next-day funds on
the Closing Date or, if the Conversion is not completed and is terminated
for any reason, within ten (10) business days of receipt by the Holding
Company of a written request from Trident for reimbursement of its
expenses. Trident acknowledges receipt of $10,000 advance payment from the
Association which shall be credited against the total reimbursement due
Trident hereunder.
(c) Notwithstanding the foregoing allowances for reimbursement of
Trident for allocable expenses, in the event that a resolicitation or other
event causes the Offerings to be extended beyond their original expiration
date, Trident shall be further reimbursed for its allocable expenses
incurred during such extended period, provided that the foregoing
allowances for allocable expenses have been exhausted and subject to the
following limits. Such reimbursements shall be limited to an amount equal
to the product obtained by dividing the applicable reimbursable expense
allowance by the total number of days of the unextended Subscription
Offering (calculated from the date of the Prospectus to the intended close
of the Subscription Offering as stated in the Prospectus) and multiplying
such product by the number of days of the extension (for example, that
number of days from the date of the supplemental prospectus used in the
extended offering to the closing of the extension of the offering(s)
described in such supplemental prospectus).
The Holding Company shall also pay any stock issue and transfer taxes which
may be payable with respect to the sale of the Shares. The Holding Company and
the Association 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,
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 12
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 Holding Company on a best efforts basis in offering a minimum of
[MINIMUM] and a maximum of [SUPERMAXIMUM] 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 Holding Company and the Association jointly
and severally covenant and agree that:
(a) The Holding Company shall deliver to Trident, from time to time,
such number of copies of the Prospectus as Trident reasonably may request.
The Holding Company authorizes Trident to use the Prospectus in any lawful
manner in connection with the offer and sale of the Shares in accordance
with this Agreement.
(b) The Holding Company will notify Trident promptly 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, and (iv) of the receipt of any
comments from the staff of the Commission relating to the Registration
Statement. If the Commission enters a stop order relating to the
Registration Statement at any time, the Holding Company will make every
reasonable effort to obtain the lifting of such order at the earliest
possible time.
(c) During the time when a prospectus is required to be delivered
under the Securities Act, the Holding Company will comply so far as it is
able with all requirements imposed upon it by the Securities Act, as now in
effect and hereafter amended, and by the SEC 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 Holding Company and the Association, taken as
a whole, shall occur as a result of which it is necessary, in the opinion
of counsel for Trident, with the concurrence of counsel to the Holding
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 Holding
Company forthwith shall prepare and furnish to Trident a reasonable number
of copies of an
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 13
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 Holding 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 Holding
Company and the Association shall furnish such information with respect to
themselves as Trident from time to time may reasonably request.
(d) The Holding Company and the Association 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 Holding Company under the securities
laws of such jurisdictions as Trident and either the Holding Company or its
counsel may agree upon; provided, however, that the Holding 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 Holding 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 and maintained in the financial
records of the Association 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 Holding 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 completion of the Conversion. The
Holding 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 Holding 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 promulgated under the
Securities Act) covering a twelve-month period beginning not later than the
first day of the Holding Company's fiscal quarter next following the
effective date (as defined in said Rule 158) of the Registration Statement.
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 14
(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 Holding 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 Holding Company will furnish to
Trident, (i) as soon as publicly available, a copy of each report or
definitive proxy statement of the Holding 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 Holding Company as
Trident may reasonably request.
(i) The Holding Company shall use the net proceeds from the sale of
the Shares consistently with the manner set forth in the Prospectus.
(j) The Holding 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 by Trident.
(k) The Holding Company shall advise Trident, if necessary, as to the
allocation of deposits, in the case of eligible account holders and
supplemental eligible account holders, and votes, in the case of other
members, and of the Shares in the event of an oversubscription and shall
provide to Trident final instructions as to the allocation of the Shares
("Allocation Instructions") in such event, and such information shall be
reliable, accurate and complete. 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 Holding Company and the Association 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."
6. Payment of Expenses. Whether or not the Conversion is consummated, the
Holding Company and the Association 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 Holding Company
is unable to sell a minimum of [MINIMUM] Shares or such lesser amount as the
Office may permit or the Conversion is otherwise terminated, the Holding Company
and the Association shall reimburse Trident for all allocable expenses incurred
by Trident relating to the offering of the Shares as provided in Section 3
hereof.
7. Conditions of Trident's Obligations. Except as may be waived 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
from the date hereof through the Closing Date, to
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 15
the performance by the Holding Company and the Association of their obligations
hereunder and to the following conditions:
(a) At the Closing Date, Trident shall receive the favorable opinions
of Schiff Hardin & Waite, special counsel for the Holding Company and the
Association, and Dunn, Hundman, Stanczak & Willard, general counsel to the
Association and the Subsidiary, dated the Closing Date, addressed to
Trident, as set forth in Exhibits B and C, respectively.
(b) At the Closing Date, Trident shall receive the letter of Schiff
Hardin & Waite, special counsel for the Holding Company and the
Association, dated the Closing Date, addressed to Trident, as set forth in
Exhibit D.
(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 reliability, 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
Holding Company and the Association 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 financial
condition, results of operations or business of the Holding Company, the
Association and the Subsidiary, taken as a whole, since the latest date as
of which such information is set forth in the Prospectus, except as
referred to therein; (ii) there shall have been no transaction entered into
by the Holding Company, the Association or the Subsidiary after December
31, 1995 other than transactions in the ordinary course of business or
transactions which are not material to the financial condition, results of
operations or business of the Holding Company, the Association and the
Subsidiary taken as a whole; (iii) none of the Holding Company, the
Association or the Subsidiary 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
financial condition, results of operations or business of the Holding
Company, the Association and the Subsidiary, taken as a whole; (iv) no
action, suit or other 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 Holding Company, the Association or the
Subsidiary or affecting any of their respective assets, wherein an
unfavorable decision, ruling or finding would have a material adverse
effect on the financial condition, results of operations or business of the
Holding Company, the Association and the Subsidiary, taken as a whole; and
(v) the Shares shall have been qualified or registered for offering and
sale by the Holding Company under the
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 16
securities laws of such jurisdictions as Trident and the Holding 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
Holding Company and the Association, dated the Closing Date, to the effect
that: (i) they have examined the Prospectus and, as of the date of the
Prospectus, the Prospectus did 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 under which they were
made, not misleading; (ii) since the date of the Prospectus, 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; (iii) the conditions set
forth in Section 7(d) have been satisfied; (iv) 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,
to the best knowledge of such officers, threatened by the Commission or the
Office; (v) 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
(vi) all of the representations and warranties contained in Section 2 of
this Agreement are reliable, accurate and complete, 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
Association; (iv) a copy of the letter from the appropriate Delaware
authority evidencing the incorporation (and, if generally available from
such authority, good standing) of the Holding Company; (v) a copy of the
Holding Company's certificate of incorporation certified by the appropriate
Delaware governmental authority; and, (vi) if available, a copy of the
letter from the Office approving the Association's Stock Charter.
(g) As soon as available after the Closing Date, Trident shall receive
a certified copy of the Association's Stock Charter executed by the
appropriate federal governmental authority.
(h) Concurrently with the execution of this Agreement, Trident shall
receive a letter from Ernst & Young LLP, independent certified public
accountants, addressed to Trident and the Holding 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
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 17
satisfactory to counsel for Trident from Ernst & Young LLP, independent
certified public accountants, dated the Closing Date and addressed to
Trident and the Holding 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 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 Holding Company, the
Association or the Subsidiary prepared for Trident's reliance and delivered to
Trident or to counsel for Trident shall be deemed a representation and warranty
by the Holding Company, the Association and the Subsidiary 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, may waive any such conditions
which have not been fulfilled, or may extend the time of their fulfillment. If
Trident terminates this Agreement as aforesaid, the Holding Company and the
Association shall reimburse Trident for its expenses as provided in Section 3(b)
hereof.
8. Indemnification.
(a) The Holding Company and the Association 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 Securities 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 any
misrepresentation by the Holding Company or the Association in this
Agreement or any breach of warranty by the Holding Company or the
Association 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 Holding Company, the Association or the Subsidiary or based upon
written information furnished by or on behalf of the Holding Company, the
Association or the Subsidiary, 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 (A) such statement
or omission was made in reliance upon and in conformity with written
information furnished to the Holding Company, the Association
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 18
or the Subsidiary 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) such loss, liability,
claim, damage or expense is found in a final judgment by a court of
competent jurisdiction (not subject to further appeal) to have principally
and directly resulted from negligence of Trident (this clause (B) is not
intended to be exclusive of any other remedies of Trident against the
Holding Company or the Association). This indemnity shall be in addition to
any liability the Holding Company and the Association may have to Trident
otherwise.
(b) The Holding Company shall indemnify and hold Trident harmless for
any liability resulting from (i) the Allocation Instructions or (ii) any
records of account holders, depositors, borrowers and other members of the
Association delivered to Trident by the Association or its agents for use
during the Conversion.
(c) Trident agrees to indemnify and hold harmless the Holding Company,
the Association and the Subsidiary, their officers, directors and employees
and each person, if any, who controls the Holding Company, the Association
and the Subsidiary within the meaning of Section 15 of the Securities Act
or Section 20(a) of the Exchange Act, to the same extent as the foregoing
indemnity from the Holding Company and the Association 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 Holding Company, the Association or the
Subsidiary with respect to Trident by or on behalf of Trident expressly for
use in the Prospectus or in any Application; (B) any liability of the
Holding Company or the Association 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 (this clause (B) is not intended to be exclusive of
any other remedies of the Holding Company or the Association against
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 the
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
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 19
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 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 Holding Company
and/or the Association other than in accordance with its terms, the Holding
Company or the Association and Trident shall contribute to the aggregate losses,
liabilities, claims, damages, and expenses of the nature contemplated by said
indemnity agreement incurred by the Holding Company or the Association and
Trident (i) in such proportion as is appropriate to reflect the relative
benefits received by the Holding Company and the Association 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 Holding Company or
the Association 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 Holding Company and the
Association 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 Holding Company and the Association bear to the total commissions received
by Trident under this Agreement. The relative fault of the Holding Company or
the Association 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 Holding Company or the Association or by
Trident and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 20
The Holding Company and the Association 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 commissions 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 the Securities 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 Holding Company and the Association and Trident
and the representation and warranties of the Holding Company and the Association
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 Holding
Company or the Association 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 Holding Company, the Association 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
Association 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 financial condition, results
of operations or business of the Holding Company, the Association or a
Subsidiary, or if the Association shall have sustained a material or
substantial loss by fire, flood, accident, hurricane, earthquake, theft,
sabotage or other calamity or malicious
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 21
act, whether or not said loss shall have been insured; or if there shall
have been a material change in the condition or prospects of the Holding
Company, the Association or the Subsidiary.
(b) If Trident elects to terminate this Agreement as provided in this
Section, the Holding Company and the Association 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 Holding Company and the Association shall pay Trident the full amount
so owing thereunder.
(d) The Association may terminate the Conversion in accordance with
the terms of the Plan. Such termination shall be without liability to any
party, except that the Holding Company and the Association shall be
required to fulfill their obligations pursuant to Sections 3(b), 3(c), 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: Mr. R. Lee
Burrows, Jr. (with a copy to Housley Kantarian & Bronstein, P.C., 1220 19th
Street, N.W., Washington, DC 20036, Attention: K. Scott Fife, Esquire) and if
sent to the Holding Company, the Association or the Subsidiary, shall be mailed,
delivered or telegraphed and confirmed to Eagle BancGroup, Inc., First Federal
Savings and Loan Association of Bloomington, 301 Fairway Drive, Bloomington,
Illinois 61701, Attention: Mr. Donald L. Fernandes, President (with a copy to
Schiff Hardin & Waite, 7200 Sears Tower, Chicago, Illinois 60606, Attention:
Christopher J. Zinski, Esquire).
13. Parties. This Agreement shall inure solely to the benefit of, and
shall be binding upon, Trident, the Holding Company, the Association 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 Illinois.
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.
<PAGE>
Trident Securities, Inc.
Sales Agency Agreement
Page 22
Please acknowledge your agreement to the foregoing by signing below and
returning to the Holding Company one copy of this letter.
EAGLE BANCGROUP, INC. FIRST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF BLOOMINGTON
By: ___________________________ By: ___________________________
Donald L. Fernandes Donald L. Fernandes
President President
Date: __________, 1996 Date: __________, 1996
Agreed to and accepted:
TRIDENT SECURITIES, INC.
By: ___________________________
Date: __________, 1996
<PAGE>
EXHIBIT A
[LETTERHEAD OF TRIDENT SECURITIES, INC.]
December 27, 1995
Board of Directors
First Federal Savings and Loan Association of Bloomington
301 Fairway Drive
Bloomington, Illinois 61702
RE: Conversion Stock Marketing Services
Gentlemen:
This letter sets forth the terms of the proposed engagement between Trident
Securities, Inc. ("Trident") and First Federal and Loan Association of
Bloomington, Bloomington, Illinois (the "Association") concerning our investment
banking services in connection with the conversion of the Association from a
mutual to a capital stock form of organization.
Trident is prepared to assist the Association in connection with the offering of
its shares of common stock during the subscription offering and community
offering as such terms are defined in the Association's Plan of Conversion (the
"Plan"). The specific terms of the services contemplated hereunder shall be set
forth in a definitive sales agency agreement (the "Agreement") between Trident
and the Association to be executed on the date the offering circular/prospectus
is declared effective by the appropriate regulatory authorities. The price of
the shares during the subscription offering and community offering will be the
price established by the Association's Board of Directors, based upon an
independent appraisal as approved by the appropriate regulatory authorities,
provided such price is mutually acceptable to Trident and the Association.
In connection with the subscription offering and community offering, Trident
will act as financial advisor and exercise its best efforts to assist the
Association in the sale of its common stock during the subscription offering and
community offering. Trident's services to be provided include but are not
limited to those services outlined in Attachment I. Additionally, Trident may
enter into agreements with other National Association of Securities Dealers,
Inc., ("NASD") member firms to act as selected dealers, assisting in the sale of
the common stock. Trident and the Association will determine the selected
dealers to assist the Association during the community offering. At the
appropriate time, Trident in conjunction with its counsel, will conduct an
examination of the relevant documents and records of the Association as Trident
deems necessary and appropriate. The Association will make all documents,
records and other information deemed necessary by Trident or its counsel
available to them upon request.
<PAGE>
TRIDENT SECURITIES, INC.
Board of Directors
December 27, 1995
Page 2
For its services hereunder, Trident will receive the following compensation and
reimbursement from the Association:
1. A commission equal to 1.75% of the aggregate dollar amount of capital
stock sold to Eligible Account Holders who reside in the Association's
primary market area (as defined in the Plan) and a commission equal to
1.50% on sales to Eligible Account Holders residing outside of the
Association's primary market area. No commissions shall be payable on
any shares purchased by officers, directors, employees or their
associates or any employee benefit plans.
2. A commission equal to 1.75% of the aggregate dollar amount of capital
stock sold to Supplemental Eligible Account Holders and Other Members
who reside in the Association's primary market area and a commission
equal to 1.50% of the aggregate dollar amount of capital stock sold
to Supplemental Eligible Account Holders and Other Members residing
outside of the Association's primary market area.
3. A commission equal to 1.75% of the aggregate dollar amount of capital
stock sold in the Community Offering to residents of the Association's
primary market area and a commission equal to 1.50% on sales to persons
residing outside of the Association's primary market area.
4. For stock sold by other NASD member firms under selected dealer's
agreements, the commission shall not exceed a fee to be agreed upon
jointly by Trident and the Association to reflect market requirements
at the time of the stock allocation in a Syndicated Community Offering.
5. The foregoing fees and commissions are to be payable to Trident at
closing as defined in the Agreement to be entered into between the
Association and Trident.
6. Trident shall be reimbursed for allocable expenses incurred by them,
including legal fees, whether or not the Agreement is consummated.
Trident's out-of-pocket expenses will not exceed $12,500 and its legal
fees will not exceed $32,500. The Association will forward to Trident
a check in the amount of $10,000 as an advance payment to defray the
allocable expenses of Trident.
It further is understood that the Association will pay all other expenses of the
conversion including but not limited to its attorneys' fees, NASD filing fees,
and filing and registration fees and fees of either Trident's attorneys or the
attorneys relating to any required state securities law filings, telephone
charges, air freight, rental equipment, supplies, transfer agent charges, fees
relating to auditing and accounting and costs of printing all documents
necessary in connection with the foregoing.
<PAGE>
TRIDENT SECURITIES, INC.
Board of Directors
December 27, 1995
Page 3
For purposes of Trident's obligation to file certain documents and to make
certain representations to the NASD in connection with the conversion, the
Association warrants that: (a) the Association has not privately placed any
securities within the last 18 months; (b) there have been no material dealings
within the last 12 months between the Association and any NASD member or any
person related to or associated with any such member; (c) none of the officers
or directors of the Association has any affiliation with the NASD; (d) except as
contemplated by this engagement letter with Trident, the Association has no
financial or management consulting contracts outstanding with any other person;
(e) the Association has not granted Trident a right of first refusal with
respect to the underwriting of any future offering of the Association stock; and
(f) there has been no intermediary between Trident and the Association in
connection with the public offering of the Association's shares, and no person
is being compensated in any manner for providing such service.
The Association agrees to indemnify and hold harmless Trident and each person,
if any, who controls the firm against all losses, claims, damages or
liabilities, joint or several and all legal or other expenses reasonably
incurred by them in connection with the investigation or defense thereof
(collectively, "Losses"), to which they may become subject under the securities
laws or under the common law, that arise out of or are based upon the
conversion or the engagement hereunder of Trident unless it is determined by
final judgment of a court having jurisdiction over the matter that such Losses
are primarily a result of an act or omission which constitutes misconduct or
negligence by Trident. If the foregoing indemnification is unavailable for any
reason, the Association agrees to contribute to such Losses in the proportion
that its financial interest in the conversion bears to that of the indemnified
parties. If the Agreement is entered into with respect to the common stock to be
issued in the conversion, the Agreement will provide for indemnification, which
will be in addition to any rights that Trident or any other indemnified party
may have at common law or otherwise. The indemnification provision of this
paragraph will be superseded by the indemnification provisions of the Agreement
entered into by the Association and Trident.
This letter is merely a statement of intent and is not a binding legal agreement
except as to paragraph (6) above with regard to the obligation to reimburse
Trident for allocable expenses to be incurred prior to the execution of the
Agreement and the indemnity described in the preceding paragraph. While Trident
and the Association agree in principle to the contents hereof and propose to
proceed promptly, and in good faith, to work out the arrangements with respect
to the proposed offering, any legal obligations between Trident and the
Association shall be only as set forth in a duly executed Agreement. Such
Agreement shall be in form and content satisfactory to Trident and the
Association, as well as their counsel, and Trident's obligations thereunder
shall be subject to, among other things, there being in Trident's opinion no
material adverse change in the condition or obligations of the Association or no
market conditions which might render the sale of the shares by the Association
hereby contemplated inadvisable.
<PAGE>
TRIDENT SECURITIES, INC.
Board of Directors
December 27, 1995
Page 4
Please acknowledge your agreement to the foregoing by signing below and
returning to Trident one copy of this letter. Trident acknowledges receipt of
the advance payment of $10,000.
Yours very truly,
TRIDENT SECURITIES, INC.
BY:/s/William M. Moore, Jr.
------------------------------
William M. Moore, Jr.
Managing Director
WMM/cd
12-8-1
Agreed and accepted to this 2nd day of January, 1996
--- -------
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF BLOOMINGTON
BY: /s/Donald L. Fernandes
----------------------------
Don Fernandes
President
<PAGE>
LIST OF SERVICES
. TRAINING
. Employees of First Federal. Training includes:
. Explanation of stock offering and the transaction
. Timing of the offering
. How to answer questions from customers
. Discussion of the informational packet that regulators require
all members of First Federal to receive
. Explanation of the informational packet and proxy material
prior to customers receiving theirs
. Two to three in-depth training sessions
. Conversion Updates are sent to all employees periodically
during the stock offering updating them on the proxy
solicitation, questions that have come up regarding any
mailings, etc.
. Management of First Federal. Training includes:
. How to answer questions
. How to complete stock order forms
. How to complete IRA forms
. How to complete proxy cards
. What can and cannot be said
. Branch Managers of First Federal. Training includes:
. Weekly update meetings
. How to collect proxy cards and stock order forms
. Coordinating the collection and the processing of stock order
forms and proxy cards on a daily basis First Federal branches
. Cultivation of prospects for the stock offering
. Senior Management of First Federal. Training includes:
. Cultivation of prospects for the stock offering
. What to say and not to say to potential investors
. Regular updates on progress of offering and general market
conditions
. Detailed explanation of what to expect during offering
. Explanation of the tax consequences of purchasing stock
during the offering
. Updates on the purchases by the prospects submitted by
Senior Management
<PAGE>
. Board of Directors of First Federal. Advice includes:
. Explanation of regulatory procedures of the offering
. Cultivating prospects for the stock offering
. Weekly updates on the stock offering and the proxy solicitation
. Updates regarding the purchases made by the prospects submitted by
Board of Directors
. PROSPECTS
. Inputting prospects on computer utilizing advanced programs designed by
Trident specifically for the transaction
. Deleting duplications of prospect names
. Several personalized letters mailed to prospects regarding the offering
(run on Trident's computer system)
. Follow-up meetings by Trident to those prospects whom the Board and/or
Management request that Trident call
. Mailing invitations to prospects inviting them to the investor meetings
. Follow-up calls to prospects who have not responded to the RSVP on the
investor meeting invitation
. INVESTOR MEETINGS
. Trident presentation at community meetings
. Co-ordinating the location for the investor meetings
. Printing of invitations
. Deciding on food and refreshments served at the meetings
. Set up of presentation room, chairs, podium, screen
. Assist in putting together slides regarding First Federal and a script
for First Federal management
. Rehearsal of slide show with management prior to the investor meetings
. Hand addressing the invitations and name tags
. STOCK INFORMATION CENTER
. Answering questions from investors and customers
. Collecting proxy cards and stock order forms
. Tallying proxy cards and stock order forms
. Determining the timing of proxygram(s)
. Determining the priority of stock orders
. Explaining the tax consequences
. Explaining how to purchase stock in an IRA
. Balancing stock orders each day
. Providing a weekly report to the transfer agent of who has purchased
. Daily report of stock purchases to First Federal's management
. Balancing with Conversion Agent on daily basis
<PAGE>
. Preparing a final report for transfer agent
. Restricted stock report for transfer agent
. Pricing information for public offering (if needed)
. Registered Broker on site during the stock offering
. Registered Broker's experience and knowledge regarding the structure,
timing and types of questions one can expect from potential investors and
customers
. Oversubscription and processing as needed
. MARKETING MATERIALS
. Informational packet and contents
. Counter cards, lapel stickers, posters, marketing folders
. Layout and quantities of marketing materials to be used in offices of
First Federal
. Distribution of marketing materials to branches
. Invitations to investor meetings
. Conversion Updates
. Name tags for investor meetings
. Slide show for the investor meetings
. AFTERMARKET ADVISOR, SUPPORT AND TRAINING
. Advice on capital planning including branch and whole bank or thrift
acquisitions, growth strategies, stock repurchase plans, regular and/or
special cash dividends
. Director debriefing at semi-annual education seminars
. Annual CEO retreats and brainstorming sessions
. Stock repurchase in the aftermarket
. Share repurchase for benefit plans
. Benefit value analysis
. Strategies on building shareholder value and remaining independent
. Merger and acqusition services
<PAGE>
EXHIBIT B
Christopher J. Zinski
(312) 258-5548
June __, 1996
Trident Securities, Inc.
4601 Six Forks Road, Suite 400
Raleigh, North Carolina 27609
RE: FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF BLOOMINGTON
MUTUAL-TO-STOCK CONVERSION
---------------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to First Federal Savings and Loan
Association of Bloomington ("First Federal" or the "Association"), a federally-
chartered mutual savings association, in connection with the Association's
conversion from the mutual form to the stock form of organization, the
concurrent formation of Eagle BancGroup, Inc. ("EBI" or the "Company") as the
holding company for First Federal and the issuance and sale of ____________
shares of the Company's authorized but unissued common stock, $0.01 par value
(the "Common Stock"), as more fully described in the Company's registration
statement on Form S-1, Registration No. 333-2474, as amended by pre-effective
amendment no. 1 thereto (the "Registration Statement"), and the related final
prospectus dated _________, 1996 (the "Prospectus") in the form first filed
under Rule 424(b) under the Securities Act of 1933, as amended (the "Act").
This opinion is being delivered to you pursuant to Section 7(a) of that
certain Sales Agency Agreement, dated May __, 1996, by and among First Federal,
EBI and Trident Securities, Inc. ("Trident") (the "Agreement"). Except as
specifically defined herein, all capitalized terms used in this letter shall
have the meanings given them under the Agreement.
In connection with this opinion, we have examined the following
documents:
(a) The executed Agreement;
(b) The Registration Statement and Prospectus;
(c) The Application for Conversion on Form AC and amendment thereto
filed with the Office of Thrift Supervision (the "Conversion
Application");
(d) The Certificate of Incorporation of the Company;
(e) The Bylaws of the Company, certified by the Secretary of the
Company;
(f) The proposed Federal Stock Charter of First Federal;
(g) The proposed Federal Stock Bylaws of First Federal;
<PAGE>
Trident Securities, Inc.
June __, 1996
Page 2
(h) A certificate of the Secretary of State of Delaware, attesting to
the continued existence and good standing of the Company in Delaware;
(i) Copies of resolutions adopted by the Board of Directors of the
Association at meetings held on _______________________ and
copies of resolutions adopted by the Board of Directors of the
Company at meetings held on ______________; and
(j) A specimen certificate of the Common Stock.
We have also examined and relied upon such other documents and instruments,
including certificates of public officials, and have made such other
investigations and inquiries as we have deemed necessary or appropriate for
purposes of this opinion.
For purposes of this opinion, we have assumed without investigation: (a)
the legal capacity of each natural person; (b) the full power and authority of
each person, other than EBI and First Federal and their officers, to execute,
deliver and perform each document heretofore executed and delivered, and to do
each other act heretofore done by such person; (c) the due authorization,
execution and delivery by each person, other than EBI and First Federal and
their officers, of each document heretofore executed and delivered by such
person; (d) the legality, validity, binding effect and enforceability as to each
person, other than EBI and First Federal and its officers, of each document
heretofore executed and delivered, and of each other act heretofore done by such
person; (e) the genuineness of each signature (other than signatures of EBI's or
First Federal's officers) on and the completeness of each document submitted to
us as an original; (f) the conformity to, and the authenticity of, the original
of each document submitted to us as a copy; (g) no modification of any provision
of any document, nor waiver of any right or remedy; and (h) no exercise of any
right or remedy other than in a commercially reasonable and conscionable manner
and in good faith.
As to the factual basis for those parts of our opinion which are stated to
be qualified with the statement "to the best of our knowledge," or "to our
knowledge" or words of similar import, we have relied upon, without independent
verification, the accuracy of the relevant facts stated in certificates or
comparable documents of officers of EBI, First Federal and FFS Investment
Services, Inc. (the "Subsidiary") and upon the accuracy of the representations
and warranties contained in the Agreement. As to references in our opinion to
"pending" matters or to future actions or events, such as references to "will be
complied with," or "will have" or words of similar import, we have relied upon,
without independent verification, the accuracy of the relevant facts stated in
certificates or comparable documents of officers of EBI, First Federal and the
Subsidiary. Although we have made no verification of each matter set forth
therein, nothing has come to our attention indicating that such reliance by us
or by you is not justified.
As to the opinion in paragraphs (xii) and (xiv), we have not regarded 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 Association, as the case may be, or to us, a present intention to
initiate such litigation or proceeding.
<PAGE>
Trident Securities, Inc.
June __, 1996
Page 3
On the basis of and subject to the foregoing and the qualifications
stated below, we are of the opinion as follows:
(i) The Company has been duly incorporated, and each of the Company
and the Subsidiary is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation, and the Association is
validly existing as a mutual savings association under the laws of the
United States without official action having been taken to appoint a
conservator or receiver, each with full power and authority to own its
properties and conduct its business as described in the Prospectus;
(ii) each of the Company and the Association has been qualified to do
business and is in good standing as a foreign corporation in each
jurisdiction where the ownership or leasing of its properties or the
conduct of its business, as represented to us by appropriate officers of
the Company and of the Association, requires such qualification or, if not
so qualified and in good standing, failure to so qualify would not have any
material adverse effect on the Company and the Association, taken as a
whole;
(iii) the Association is a member of the Federal Home Loan Bank of
Chicago, and the deposit accounts of the Association are insured by the
Savings Association Insurance Fund up to the applicable limits;
(iv) the activities of each of the Company, the Association and the
Subsidiary, as such activities are described in the Prospectus, are
permitted under Delaware, federal and Illinois law, as applicable, and, to
the best of our knowledge, the Association does not have any subsidiaries
other than the Subsidiary;
(v) the Plan complies with, and, to our knowledge, the Conversion of
the Association from a federally-chartered mutual savings association to a
federally-chartered capital stock savings association and the creation of
the Company as a holding company for the Association have been effected in
all material respects in accordance with the HOLA and the OTS Regulations;
to our 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 Association,
have been complied with by the Company and the Association; and, to our
knowledge, no person has sought to obtain regulatory or judicial review of
the final action of the Office in approving the Plan;
(vi) the Company and the Association have 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;
(vii) 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,
<PAGE>
Trident Securities, Inc.
June __, 1996
Page 4
fully paid, nonassessable and, except as disclosed in the Prospectus, free
of preemptive rights, and good title thereto shall be transferred by the
Company free and clear of all claims, encumbrances, security interests and
liens created by the Company;
(viii) the certificates for the Shares are in proper form and
comply in all material respects with applicable Delaware law;
(ix) the issuance and sale of the capital stock of the Association to
the Company have been duly authorized by all necessary corporate action of
the Association and the Company and have received the conditional 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 the knowledge of such
counsel, beneficially by the Company;
(x) subject to the satisfaction of the post-Conversion conditions to
the Office's approval of the Conversion Application, no further approval,
authorization, consent or other order of any public board or body is
required in connection with the execution and delivery of the Agreement,
and the issuance of the Shares and consummation of the Conversion, except
with respect to the issuance to the Association of the Stock Charter by the
Office, the filing or submission of certain required post-Conversion
reports or other material by the Company or the Association and as may be
required under the securities laws of various jurisdictions;
(xi) 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 Association;
and the Agreement is a legal, valid and binding obligation of each of the
Company and the Association, 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 of the Agreement may be unenforceable as
against public policy or pursuant to Section 23A of the Federal Reserve
Act, as to which no opinion is expressed hereby);
(xii) to the best of our knowledge, there are no material legal or
governmental proceedings pending or threatened against or involving the
assets of the Company, the Association or the Subsidiary;
(xiii) the statements in the Prospectus and incorporated by
reference in the Proxy Statement under the captions "Business of the
Association--Lending Activities," "Supervision and Regulation," "Federal
and State Taxation," "Dividend Policy," "Restrictions on Acquisition of the
Holding Company," and "Description of Capital Stock," insofar as they are,
or
<PAGE>
Trident Securities, Inc.
June __, 1996
Page 5
refer to, statements of law or legal conclusions (excluding financial data
included therein, as to which no opinion is expressed hereby), have been
prepared or reviewed by us and are correct in all material respects;
(xiv) the Form AC has been conditionally approved by the Office, and
the Prospectus and 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; except as to any necessary
qualifications or registration under the securities laws of the
jurisdictions in which the Shares were offered, no further approval of any
governmental authority is required for the issuance and sale of the Shares
(subject to the satisfaction of various post-Conversion conditions imposed
by the Office in connection with its approval of the Conversion
Application), and, to our knowledge, no proceedings are pending by or
before the Commission or Office seeking to revoke or rescind the orders
declaring the Registration Statement effective or approving the Conversion
Application, nor are such proceedings contemplated or threatened;
(xv) the execution and delivery of the Agreement and the consummation
of the Conversion by the Company and the Association do not conflict with
or result in a breach of the certificate of incorporation or charter or
bylaws of the Company or the Association (in either mutual or stock form),
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 or the
Association pursuant to any of the terms, provisions or conditions of, any
material agreement, contract, indenture, bond, debenture, note, instrument
or obligation of which we have knowledge to which the Company or the
Association is a party or violate any federal governmental license or
permit related to the activities of the Association or the Company as a
federally chartered savings association or holding company thereof,
respectively, or enforceable published law, administrative regulation or
order, or any court order, writ, injunction or decree of which we have
knowledge (subject to the satisfaction of certain post-Conversion
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 on the condition (financial or
otherwise), operations, business, assets or properties of the Company, the
Association and the Subsidiary taken as a whole;
(xvi) to our knowledge, there has been no breach of any provision of
the Company's or the Association's certificate of incorporation or 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
material agreement, contract, indenture, bond, debenture, note, instrument
or obligation to which the Company, the Association or the Subsidiary is a
party or by which any of them or any of their respective assets or
properties may be bound, or any federal governmental license or permit
related to the activities of the Association, the Company or the
Subsidiary as a federally chartered savings association or holding company
or subsidiary thereof, respectively, which would have a material adverse
effect on the condition (financial or
<PAGE>
Trident Securities, Inc.
June __, 1996
Page 6
otherwise), operations, business, assets or properties of the Company,
the Association and the Subsidiary taken as a whole;
(xvii) the Registration Statement and the Prospectus, in each case as
amended or supplemented, if so amended or supplemented, comply as to form
in all material respects with the requirements of the Securities Act and
the SEC Regulations (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, including the
appraisal, included therein, as to which an opinion is not expressed); the
Conversion Application, the Prospectus and the Proxy Statement, in each
case as amended or supplemented, if so amended or supplemented, comply as
to form in all material respects with the requirements of the HOLA and the
OTS Regulations (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, including the appraisal,
included therein, as to which an opinion is not expressed); and to our
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 such documents and exhibits are accurate in all material
respects; and
(xviii) to the best of our knowledge, each of the Company, the
Association and the Subsidiary has obtained all federal licenses, permits
and other governmental authorizations related to the activities of the
Association, the Company or the Subsidiary as a federally chartered savings
association or holding company or subsidiary thereof, respectively,
currently required for the conduct of its business as such business is
described in the Prospectus, all such federal licenses, permits and other
governmental authorizations are in full force and effect and the Company,
the Association and the Subsidiary are in all material respects complying
therewith, except where the failure to hold such licenses, permits or
governmental authorizations or the failure to so comply would not have a
material adverse effect on the Company, the Association and the Subsidiary,
taken as a whole.
This opinion is being furnished to you solely for your benefit pursuant to
Section 7(a) of the Agreement. It may not be relied upon by, nor a copy of it
delivered to any other party, without our prior written consent. This opinion is
based upon the law and our knowledge of the facts as of the date hereof, and we
assume no duty to communicate with you with respect to any matter that comes to
our attention hereafter.
<PAGE>
Trident Securities, Inc.
June __, 1996
Page 7
The foregoing opinions are limited to the State of Illinois, the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America, and we express no opinion with respect to the law of any
other jurisdiction.
Very truly yours,
SCHIFF HARDIN & WAITE
By: ____________________________________
Christopher J. Zinski
<PAGE>
EXHIBIT C
[LOCAL COUNSEL OPINION]
June __, 1996
Trident Securities, Inc.
4601 Six Forks Road, Suite 400
Raleigh, North Carolina 27609
RE: FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF BLOOMINGTON
MUTUAL-TO-STOCK CONVERSION
---------------------------------------------------------
Ladies and Gentlemen:
We act as legal counsel to First Federal Savings and Loan Association of
Bloomington ("First Federal" or the "Association"), a federally-chartered mutual
savings association, which is in the process of converting from the mutual form
to the stock form of organization, concurrently forming Eagle BancGroup, Inc.
("EBI" or the "Company") as the holding company for First Federal and issuing
and selling ____________ shares of the Company's authorized but unissued common
stock, $0.01 par value (the "Common Stock"), as more fully described in the
Company's registration statement on Form S-1, Registration No. 333-2474, as
amended by pre-effective amendment no. 1 thereto (the "Registration Statement"),
and the related final prospectus dated _________, 1996 (the "Prospectus") in the
form first filed under Rule 424(b) under the Securities Act of 1933, as amended
(the "Act").
This opinion is being delivered to you pursuant to Section 7(a) of that
certain Sales Agency Agreement, dated May __, 1996, by and among First Federal,
EBI and Trident Securities, Inc. ("Trident") (the "Agreement"). Except as
specifically defined herein, all capitalized terms used in this letter shall
have the meanings given them under the Agreement.
In connection with this opinion, we have examined the following
documents:
(a) The executed Agreement;
(b) The Registration Statement and Prospectus;
(c) The Application for Conversion on Form AC and amendment thereto
filed with the Office of Thrift Supervision (the "Conversion
Application");
(d) The Certificate of Incorporation of FFS Investment Services, Inc.
(the Subsidiary"); and
(e) The Bylaws of the Subsidiary.
We have also examined and relied upon such other documents and instruments,
including certificates of
<PAGE>
Trident Securities, Inc.
May __, 1996
Page 2
public officials, and have made such other investigations and inquiries as we
have deemed necessary or appropriate for purposes of this opinion.
For purposes of this opinion, we have assumed without investigation: (a)
the legal capacity of each natural person; (b) the full power and authority of
each person, other than the Association and Subsidiary and their officers, to
execute, deliver and perform each document heretofore executed and delivered,
and to do each other act heretofore done by such person; (c) the due
authorization, execution and delivery by each person, other than the Association
and Subsidiary and their officers, of each document heretofore executed and
delivered by such person; (d) the legality, validity, binding effect and
enforceability as to each person, other than the Association and Subsidiary and
their officers, of each document heretofore executed and delivered, and of each
other act heretofore done by such person; (e) the genuineness of each signature
(other than signatures of the Association's and Subsidiary's officers) on and
the completeness of each document submitted to us as an original; (f) the
conformity to, and the authenticity of, the original of each document submitted
to us as a copy; (g) no modification of any provision of any document, nor
waiver of any right or remedy; and (h) no exercise of any right or remedy other
than in a commercially reasonable and conscionable manner and in good faith.
As to the factual basis for those parts of our opinion which are stated to
be qualified with the statement "to the best of our knowledge," or "to our
knowledge" or words of similar import, we have relied upon, without independent
verification, the accuracy of the relevant facts stated in certificates or
comparable documents of officers of the Association and Subsidiary and upon the
accuracy of the representations and warranties contained in the Agreement. As to
references in our opinion to "pending" matters or to future actions or events,
such as references to "will be complied with," or "will have" or words of
similar import, we have relied upon, without independent verification, the
accuracy of the relevant facts stated in certificates or comparable documents of
officers of the Association and Subsidiary. Although we have made no
verification of each matter set forth therein, nothing has come to our attention
indicating that such reliance by us or by you is not justified.
As to the opinion in paragraph (iii), we have not regarded any litigation
or governmental procedure to be "threatened" unless the potential litigant or
government authority has manifested to the management of the Subsidiary, or to
us, a present intention to initiate such litigation or proceeding.
On the basis of and subject to the foregoing and the qualifications stated
below, we are of the opinion as follows:
(i) the Subsidiary has been qualified to do business and, to our
knowledge, is in good standing as a foreign corporation in each
jurisdiction where the ownership or leasing of its properties or the
conduct of its business requires such qualification or, if not so qualified
and in good standing, failure to so qualify would not have any material
adverse effect on the Company, the Association and the Subsidiary, taken as
a whole;
(ii) to the best of our knowledge, each of the Association and the
Subsidiary 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
Association and the Subsidiary are in all material respects complying
therewith, except where the failure to hold such
<PAGE>
Trident Securities, Inc.
May __, 1996
Page 3
licenses, permits or governmental authorizations or the failure to so
comply would not have a material adverse effect on the Company, the
Association and the Subsidiary, taken as a whole;
(iii) the execution and delivery of the Agreement and the consummation
of the Conversion by the Company and the Association do not conflict with
or result in a breach of the articles of incorporation or bylaws of the
Subsidiary, or, to the best of our knowledge, 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 Association 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 Association 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 post-
Conversion 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 on the condition (financial
or otherwise), operations, business, assets or properties of the Company,
the Association and the Subsidiary taken as a whole;
(iv) to the best of our knowledge, there has been no (a) material
breach of any provision of the Subsidiary's articles of incorporation or
bylaws or (b) 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, the Association, or the Subsidiary is a
party or by which any of them or their assets or properties may be bound or
(c) violation of any governmental license or permit or (d) violation of any
enforceable published law, administrative regulation or order, or court
order, writ, injunction or decree by the Company, the Association or the
Subsidiary, which breach, default, encumbrance or violation would have a
material adverse effect on the condition (financial or otherwise),
operations, business, assets or properties of the Company, the Association
and the Subsidiary taken as a whole.
This opinion is being furnished to you solely for your benefit pursuant to
Section 7(a) of the Agreement. It may not be relied upon by, nor a copy of it
delivered to any other party, without our prior written consent. This opinion is
based upon the law and our knowledge of the facts as of the date hereof, and we
assume no duty to communicate with you with respect to any matter that comes to
our attention hereafter.
The foregoing opinions are limited to the State of Illinois (except that
opinion (iv)(d) is rendered under the laws of the State of Illinois and
applicable federal law), and we express no opinion with respect to the law of
any other jurisdiction.
Very truly yours,
<PAGE>
Trident Securities, Inc.
May __, 1996
Page 1
Exhibit D
EXHIBIT D
Christopher J. Zinski
(312) 258-5548
June __, 1996
Trident Securities, Inc.
4601 Six Forks Road, Suite 400
Raleigh, North Carolina 27609
RE: FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF BLOOMINGTON
MUTUAL-TO-STOCK CONVERSION
---------------------------------------------------------
Ladies and Gentlemen:
We have served as special counsel to First Federal Savings and Loan
Association of Bloomington ("First Federal" or the "Association") in connection
with the Association's conversion from the mutual form to the stock form of
organization, the concurrent formation of Eagle BancGroup, Inc. ("EBI" or the
"Company") as the holding company for First Federal and the issuance and sale of
___________ shares of the Company's authorized but unissued common stock, $0.01
par value (the "Common Stock").
This letter is delivered to you pursuant to Section 7(b) of that certain
Sales Agency Agreement, dated May __, 1996, by and among First Federal, EBI and
Trident Securities, Inc. ("Trident") (the "Agreement"). Except as specifically
defined herein, all capitalized terms used in this letter shall have the
meanings given them under the Agreement.
In connection with the preparation of the S-1 Registration Statement of EBI
(Registration No. 333-2474), including the Prospectus contained therein, filed
with the Securities and Exchange Commission (the "Commission") on March 18,
1996, and amendment thereto (the "Registration Statement") and the Application
for Conversion filed with the Office of Thrift Supervision (the "Office") on
March 18, 1996, and amendment thereto (the "Conversion Application"), we have
examined various documents and other papers and participated in conferences or
discussions with representatives of First Federal, in which conferences and
discussions the contents of the Registration Statement and related matters were
discussed. We have also examined the certificates and other documents delivered
at the closing.
We have not certified, and are not hereby passing upon and do not hereby
assume any responsibility for, the accuracy, completeness or fairness of the
statements contained in the Registration Statement; and we have not made an
independent investigation of facts for the purpose of rendering this letter. We
confirm, however, that in the course of our examination and during the
<PAGE>
conferences referred to above, no facts came to our attention that lead us to
believe that the Conversion Application or the Registration Statement (except as
to information with respect to Trident contained therein and financial
statements, notes to financial statements, financial tables and other financial
and statistical data contained therein), at the time each became effective and
at the time any post-effective amendment thereto became effective or on the date
hereof, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
made therein not misleading, or that the Prospectus, as amended or supplemented,
if amended or supplemented (except as to information with respect to Trident
contained therein and except as to financial statements, notes to financial
statements, financial tables and other financial and statistical data contained
therein), at the time the Registration Statement became effective or at the time
the Prospectus and any amendment or supplement to the Prospectus was filed with
the Commission or the Office or transmitted to the Commission or the Office for
filing or on the Closing Date, contained 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.
This letter is being furnished to you solely for your benefit pursuant to
Section 7(b) of the Agreement. It may not be relied upon by, nor a copy of it
delivered to any other party, without our prior written consent. This letter is
based upon the law and our knowledge of the facts as of the date hereof, and
we assume no duty to communicate with you with respect to any matter that comes
to our attention hereafter.
Very truly yours,
SCHIFF HARDIN & WAITE
By: ____________________________________
Christopher J. Zinski
