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Exhibit 1
MID AMERICAN ALLIANCE CORPORATION
1,333,334 SHARES OF COMMON STOCK
$7.50 PER SHARE
GREYSTONE SECURITIES INC. DEALER AGREEMENT
Effective Date: September 10, 2000
Dear Sirs:
Mid American Alliance Corporation is offering a maximum of 1,333,334 Shares of
its Common Stock at $7.50 per share (the "Offering") as described in the
enclosed prospectus (the "Prospectus"), as amended and supplemented from time to
time. Mid American Alliance Corporation is hereby confirming that Greystone
Securities Inc, ("Greystone") is authorized to solicit subscriptions for the
Shares of Common Stock (the "Shares") on a best efforts basis.
The Offering is subject to the terms and conditions set forth below and in the
Prospectus:
1. NON-EXCLUSIVE RIGHT TO OFFER AND SELL
Mid American Alliance Corporation hereby grants to Greystone the
non-exclusive right to offer and sell the Shares as set forth in the
Prospectus relating to such Shares.
2. COMPLIANCE WITH LAWS
A Prospectus with respect to the Shares will be registered the Securities
and Exchange Commission and various state securities divisions. Greystone
agrees to comply with the applicable requirements of the Securities Act of
1933, as amended (the "1933 Act"), the Securities and Exchange Act of 1934
(the "1934 Act"), any applicable rules and regulations issued under said
Acts and applicable state laws. No person is authorized to give any
information or to make any representation other than those contained in the
Prospectus and marketing material approved by the National Association of
Securities Dealers (the "NASD") in connection with the sale of the Shares.
3. GREYSTONE REPRESENTATIONS
Greystone hereby represents, warrants, covenants and confirms as follows:
a. Greystone is a broker/dealer registered with the Missouri,
Illinois, and Arkansas Division of Securities and is a member in
good standing with the NASD.
b. Greystone will offer and sell the Shares only to those persons
who qualify under the suitability standards discussed in the
Prospectus and set forth in the Subscription Agreement.
c. Greystone will keep such records with respect to offerees and
purchasers including the amount purchased as required by
regulatory authorities.
d. If, in the opinion of counsel for the Mid American Alliance
Corporation, it is necessary to supplement or amend the
Prospectus, the Prospectus, as supplemented or amended shall be
delivered by Greystone to all persons who have previously
received a copy of the Prospectus not containing the supplement.
Any delivery of the Prospectus to an offeree subsequent to the
preparation of such supplement shall contain such supplement.
e. Greystone as a member of the NASD shall abide by all applicable
NASD rules and regulations, and any interpretations thereof,
including without limitation, the NASD
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interpretation with respect to Free-Riding and Withholding and
Sections 8,24,25,34 (suitability standards only) and 36 of
Article 3 of the NASD Rules of Fair Practice. Greystone also
agrees to comply with the requirements of all applicable Federal
and state securities laws and all rules and regulations
thereunder, and interpretations thereof, promulgated by any
regulatory agency having jurisdiction.
f. Greystone and its registered principals are not presently the
subject of any action by any securities regulatory authority and
agree to promptly notify Mid American Alliance in the event of
any such action.
4. REGISTRATION
The Shares will be registered with the Securities Exchange Commission and
the state securities divisions of Missouri, Arkansas, and Illinois.
Greystone agrees to offer and sell the Shares only in accordance with
information and in states provided by Mid American Alliance Corporation.
5. DELIVERY OF PROSPECTUS
Greystone will solicit subscriptions for the Stock only in accordance with
the then current Prospectus, shall deliver a current Prospectus to each
prospective investor, shall utilize as solicitation material only the
Prospectus and such supplemental sales literature as shall be identified as
such and furnished or authorized by Mid American Alliance Corporation and
approved by the NASD and shall make no representations other than those
contained in such Prospectus and supplemental material.
6. GREYSTONE RESPONSIBILITIES
Greystone shall have full responsibility for adequate training of all
Greystone's salespeople and other employees as are necessary in all
features of the Shares offered, with special emphasis on the
responsibilities of such salespeople to make full disclosure to prospective
investors and the necessity of the delivery of the Prospectus to each
investor. Greystone will accept subscriptions only from persons whose
investment objectives, to the best of Greystone's knowledge and belief
after investigation, are consistent with those of the Shares offered.
Greystone is exclusively responsible for determining the suitability of
persons to whom the Shares are offered. Greystone also is exclusively
responsible for determining the suitability of the Shares for prospective
investors and maintaining applicable books and records in accordance with
the standards set forth in the Prospectus and the regulations of the NASD,
federal and state securities regulators.
7. PROCEDURES FOR SUBSCRIPTIONS AND PAYMENT
a. All subscriptions for Shares must be submitted during the Offering (as
described in the Prospectus). Greystone shall promptly, upon receipt
of any and all checks, drafts, and money orders received form
prospective purchasers of the Shares, transmit, in accordance with
Rule 15c2-4 of the 1934 Act, all funds to Mid American Alliance
Corporation, together with a completed and executed Subscription
Agreement and Acknowledgment/Suitability form and other documentation
as Mid American Alliance Corporation may reasonably require.
b. Mid American Alliance Corporation reserves the right to reject any
subscription, in whole or in part, for any reason whatsoever, and in
such case, to return, in full, any payment made in connection
therewith.
8. COMMISSIONS AND OPTIONS
a. Mid American Alliance Corporation will pay Greystone a commission of
5% on each sale made by Greystone. No payment of commission will be
made by Mid American Alliance Corporation with respect to any
subscriptions (or portions thereof) which are rejected. All payments
of sales commissions owed hereunder will be paid by Mid American
Alliance Corporation not less frequently than every two weeks during
the offering period with respect to subscribers which are
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accepted. Notwithstanding the foregoing, no commissions will be paid
until the minimum amount of proceeds from the subscriptions for Shares
has been sold.
b. Mid American Alliance Corporation will grant Greystone an option to
purchase 133,334 Shares of Common Stock in Mid American Alliance
Corporation. Such option shall have an exercise price of $7.50. The
option shall be for a period of five years from the completion of the
Offering. The option is not exercisable until one year from the
completion of the Offering. The Option may be exercisable in 1,000
share units. The option may not be transferred, except to officers and
employees of Greystone, who are also shareholders of Greystone or by
will, pursuant to the laws of descent and distribution, or by
operation of law. Such option will provide for a reduction in the
exercise price if additional shares are issued by Mid American
Alliance Corporation pursuant to a stock dividend or stock split or a
merger, consolidation, reclassification, reorganization,
recapitalization, or sale of assets.
c. Greystone shall not assume any responsibility regarding the management
or operations of any of the business affairs of Mid American Alliance
Corporation. Subject to the Indemnification Section hereof, Mid
American Alliance Corporation shall indemnify and hold Greystone
harmless from and against any losses, damages, liabilities or costs
arising from any claim, suit or action by any Share holder based on
any liability for Greystone's involvement in the management of Mid
American Alliance Corporation.
d. Mid American Alliance Corporation agrees to cover the cost of
advertising the Offering. Such advertising shall be in a manner
approved by the NASD. Mid American Alliance Corporation will provide
an advertising budget of up to $200,000.
9. SECURITIES DEALER AUTHORITY AND LIABILITY
Mid American Alliance Corporation shall not be under any liability to
Greystone with respect to any matter, except as may be incurred under the
1933 Act and rules and regulations thereunder, and the applicable state
securities laws and regulations thereunder, except for a lack of good faith
and obligations assumed by Mid American Alliance Corporation in this
Agreement, and no obligation on its part shall be implied or inferred
herefrom.
10. TERMINATION OF AGREEMENT
This agreement may be terminated by either party at any time by written or
telegraphic notice to the other, but this Agreement shall not be valid for
more than two years or beyond the completion of the Offering, whichever is
earlier, unless extended by Mid American Alliance Corporation to complete
the Offering of the Shares. Such termination shall not affect Greystone's
obligation to comply with this Agreement on subscriptions confirmed by the
Company by the time of such termination. If however, the Offering is
terminated, Greystone shall only be reimbursed for its out of pocket
expenses, and not for any commissions or options otherwise payable to
Greystone but for the termination of the Offering.
11. RELATIONSHIP OF PARTIES
Nothing in this Agreement shall be construed to constitute Greystone a
partner, employee, or agent of Mid American Alliance Corporation, and
neither Greystone nor the Company shall be liable for any obligation, act
or omission of the other to third parties.
12. INDEMNIFICATION
a. Subject to the conditions set forth below, Mid American Alliance
Corporation agrees to indemnify Greystone and hold Greystone harmless
and each person, if any, who controls Greystone within the meaning of
Section 15 of the 1933 Act, against any and all loss, liability,
claim, damage and expense whatsoever (including but not limited to any
and all expense whatsoever incurred in investigating, preparing or
defending against any litigation, commenced or
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threatened, or any claim whatsoever) arising out of or based upon (I) any
untrue statement alleged untrue statement of a material fact contained (1)
in the Prospectus, or (2) in any application or other documents (in this
Section called an "application") executed by Mid American Alliance
Corporation or filed in any jurisdiction in order to qualify the Shares
under the securities laws thereof; or (ii) the omission or alleged omission
therefrom of any material fact required to be stated therein or necessary
to make the statements therein not misleading; or (iii) the failure of Mid
American Alliance Corporation or its agents (other than Greystone) to
comply with any applicable provisions of the 1933 Act, 1934 Act, the
Securities Acts of any state, or any rules or regulations promulgated with
respect to any of said Acts; or (iv) any unauthorized verbal or written
representations in connection with the offering and sale of the Shares made
by Mid American Alliance Corporation or its agents (other than Greystone,
Greystone's employees or affiliates), employees or affiliates; or (v) any
breach of the representations, warranties, covenants and/or agreements of
Mid American Alliance Corporation contained in this Agreement; or (vi) any
actions, direct or indirect, in connection with the offer and sale of the
Shares by Mid American Alliance Corporation or other persons which may
offer or sell the Shares, or the agents (other than Greystone, Greystone's
employees or affiliates), employees or affiliates of such persons in
violation of Section 3(b) of the 1933 Act, the 1934 Act or any other
applicable state securities laws and regulations.
b. If any action is brought against Greystone or a controlling person in
respect of which indemnity may be sought against Mid American Alliance
Corporation or on behalf of Mid American Alliance Corporation pursuant to
the foregoing 12a. Greystone shall promptly notify the party or parties
against whom indemnification is sought in writing of the institution of
such actions, and Mid American Alliance Corporation shall assume the
defense of such action, including the employment of counsel to be chosen by
Mid American Alliance Corporation and be reasonably satisfactory to
Greystone or such controlling person, and payment of expenses. Greystone or
such controlling person shall have the right to employ its own counsel in
any such case, but the fees and expenses of such counsel shall be at
Greystone's expense or the expense of such controlling person. Anything in
this section 12b. to the contrary notwithstanding, Mid American Alliance
Corporation shall not be liable for any settlement of, or expenses incurred
with respect to, any such claim or action effected without the written
consent, which consent shall not be unreasonably withheld. Mid American
Alliance Corporation agrees to promptly notify Greystone's Agent of the
commencement of any litigation or proceedings against Mid American Alliance
Corporation or any of its officers, directors, partners, or agents (other
than Greystone) in connection with the Offering and sale of the Shares or
in connection with the Prospectus.
d. Greystone agrees to indemnify and hold Mid American Alliance Corporation
harmless to the same extent as the foregoing indemnity from Mid American
Alliance Corporation to Greystone, but only with respect to statements or
omissions, if any, made in the Prospectus or any application in reliance
upon and in conformity with, written information furnished to Mid American
Alliance Corporation by Greystone or any sales agent or on their behalf
expressly for use in such Prospectus or in any said applications. Greystone
further agrees to indemnify and hold Mid American Alliance Corporation and
any of its officers and directors and agents (other than Greystone)
harmless against any and all loss, liability, claim, damage and expense
whatsoever (including but not limited to any and all expense whatsoever
reasonably incurred in investigating, preparing or defending or defending
against any litigation, commenced or threatened, or any claim whatsoever)
arising out of or based upon (i) all unauthorized verbal or written
representations in connection with the offering and sale of the Shares made
by Greystone or any of Greystone's sales agents, or any agents, employees
or affiliates of Greystone, or (ii) any actions, direct or indirect, in
connection with the offer and sale of the Shares by Greystone , any of
Greystone's sales agents, employees or affiliates in violation applicable
securities laws and regulations. In case any action shall be brought
against Mid American Alliance Corporation and its officers and directors
based on the Prospectus or any such application, and in respect of which
indemnity may be sought against Greystone or Greystone's agent, Greystone
shall have the rights and duties given to Mid American Alliance Corporation
and its officers and directors and each other person so indemnified shall
have the rights and duties given to Greystone by the provisions of
Subsection 12a. above.
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e. Notwithstanding anything to the contrary provided in this Agreement, the
indemnifying party shall not be obligated to pay legal expenses and fees to
more than one law firm in connection with the defenses or similar claims
arising out of the same alleged acts or omissions giving rise to such
claims, notwithstanding that such actions or claims are alleged or brought
by one or more parties against more than one indemnified party. In case
such claims or actions are alleged or brought against more than one
indemnified party, then the indemnifying party shall be obligated to
reimburse the expenses and fees of one law firm which has been selected by
a majority of the indemnified parties against which such action is finally
brought. If a majority of such indemnified parties are unable to agree on
which law firm for which expense and fees will be reimbursable by the
indemnifying party, then payment shall be made to the first law firm or
record representing an indemnified party against the action or claim.
Notwithstanding anything contained herein to the contrary, an indemnified
party may not without prior consent of the indemnifying party, settle or
compromise any action brought against such indemnified party.
13. SURVIVAL OF INDEMNITIES, WARRANTIES AND REPRESENTATIONS
The indemnification provisions, and the representations and warranties
contained in this Agreement shall remain operative and in full force and
effect, regardless of any termination or cancellation of this Agreement,
and any successor of Mid American Alliance Corporation, agent or
controlling person thereof shall be entitled to the benefit of the
indemnification provision contained herein.
14. ATTORNEY FEES
In the event that any suit, action or other proceeding is brought to
enforce or interpret the terms of the Agreement, the prevailing party shall
be entitled to recover its reasonable attorney fees as shall be established
by the trail or appellate court, at trail or on appeal.
15. NOTICE
All notices to be given hereunder shall be in writing and shall be deemed
to be given when deposit in the United State mail, postage prepaid,
registered or certified, return receipt requested to the parties as
follows:
The Company: Mid American Alliance Corporation
813 W. Stadium Blvd.
Suite A
Jefferson City, MO 65109
The Dealer: Greystone Securities, Inc.
3816 S. Greystone Court
Springfield, MO 65804
16. MISCELLANEOUS
a. This agreement has been made and is solely for the benefit of
Greystone and Mid American Alliance Corporation and their respective
successors and assigns and no other person; partnership, association
or corporation shall acquire or have any right under or by virtue of
this Agreement. The terms "successors and assigns" shall not include
any purchaser of the Shares merely as a result of the purchase.
b. The representations and warranties herein made shall survive the sale
of the Shares and shall continue in full force and effect, regardless
of any investigation made by the party relying upon any such
representation or warranty.
c. In the case of any rescission of a sale of the Shares, Mid American
Alliance Corporation retains the right of full rescission from
Greystone to any and all commissions paid to Greystone related to the
rescission.
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d. In construing the foregoing Agreement, the following shall be
applicable:
(i) The section heading set forth in this Agreement have been
inserted as a matter of convenience and reference and are not
intended to be nor shall they be construed as part of the
Agreement.
(ii) This Agreement may be executed in any number of counterparts,
each of which, when taken together, shall be deemed the fully
executed agreement between the parties.
(iii) The validity, interpretation and construction of this
Agreement, its provisions and each party shall be governed by
and construed in accordance with the laws of the State of
Missouri.
e. This Agreement expresses the entire understanding of the parties
hereto with respect to the underwriting herein referenced. This
agreement may not be amended or modified except by written
instrument signed by both parties hereto.
IN WITNESS WHEROF, duly authorized agents of the parties have executed this
Agreement as of the day and year first written above.
MID AMERICAN ALLIANCE CORPORATION
BY: ___________________________
HAROLD WOODWARD, PRESIDENT
GREYSTONE SECURITIES, INC.
BY:____________________________
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