SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. _______){1}
First International Bancorp., Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
320 54Q 100
- ---------------------------------------------------------------------------
(CUSIP Number)
Terry Kasuga
Chase Enterprises
One Commercial Plaza, Hartford, Connecticut 06103-3585
(860) 549-1674
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 1999
- ---------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box / /.
Note: Schedules filed in paper format shall include a signed original and
five copies of this schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
**FOOTNOTES**
{1} The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section
of the Act but shall be subject to all other provisions of the Act (however,
SEE the NOTES).
(Continued on the following pages)
<PAGE>
CUSIP No. 320 54Q 100 13D Page 2 of 8 Pages
1 NAME OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Cheryl Anne Chase Family Spray Trust
06-6435466
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
7 SOLE VOTING POWER
NUMBER OF 816,500 shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 816,500 shares
10 SHARED DISPOSITIVE POWER
0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
816,500 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* (See Item 5) /X /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on
Schedule 13D relates is the common stock, par value $.10 per share (the
"Common Stock"), of First International Bancorp., Inc. (the "Company"), a
Delaware corporation whose principal executive offices are located at One
Commercial Plaza, Hartford, Connecticut 06103-3585.
Item 2. IDENTITY AND BACKGROUND.
(a) NAME:
The Cheryl Anne Chase Family Spray Trust
(b) RESIDENCE OR BUSINESS ADDRESS:
c/o Chase Enterprises
One Commercial Plaza
Hartford, Connecticut 06103-3585
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT:
The reporting person is a trust for which Kenneth N. Musen is
trustee (the "Trustee") and of which Cheryl A. Chase and her children are
beneficiaries.
(d) During the past five years the reporting person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, the reporting person has not been a
party to a civil proceeding of a judicial or an administrative body of
competent jurisdiction nor has it, as a result of any such proceeding, been
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) CITIZENSHIP:
The reporting person is an entity of Connecticut.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to that certain Purchase Agreement by and between Rhoda
L. Chase and Trustee, as trustee of the reporting person (the "CAC
Trustee"), dated as of November 1, 1999 ( the "Purchase Agreement I"),
Rhoda L. Chase sold 514,098 shares of Common Stock to the reporting person
for a purchase price of $4,272,154. Under the terms of the Purchase
Agreement I, the CAC Trustee executed and delivered a secured term
promissory note (the "Note I") in favor of Rhoda L. Chase for the entire
amount of the purchase price. CAC Trustee entered into an agreement
whereby the Common Stock purchased by the reporting person was pledged as
security for the reporting person's obligations for payment of the purchase
price and all amounts due under the Note I.
Pursuant to that certain Purchase Agreement by and between Rhoda
L. Chase and the CAC Trustee, dated as of November 1, 1999 ( the "Purchase
Agreement II"), Rhoda L. Chase sold 302,402 shares of Common Stock to the
reporting person for a purchase price of $2,512,960. Under the terms of
the Purchase Agreement II, the CAC Trustee executed and delivered a secured
term promissory note (the "Note II") in favor of Rhoda L. Chase for the
entire amount of the purchase price. CAC Trustee entered into an agreement
whereby the Common Stock purchased by the reporting person was pledged as
security for the reporting person's obligations for payment of the purchase
price and all amounts due under the Note II.
Item 4. PURPOSE OF TRANSACTION.
The reporting person is holding all of the shares of Common Stock
beneficially owned by it for investment purposes. Based on the reporting
person's ongoing evaluation of the business, prospects and financial
condition of the Company, the market for and price of the Common Stock,
other opportunities available to the reporting person, offers for its
shares of Common Stock, general economic conditions and other future
developments, the reporting person reserves the right to change its plans
and intentions at any time, as it deems appropriate. In particular, the
reporting person may decide to sell or seek the sale of all or part of its
present or future beneficial holdings of Common Stock, or may decide to
acquire additional Common Stock, or securities convertible into or
exchangeable for Common Stock, either in the open market, in private
transactions, or by any other permissible means. The reporting person may
also decide to enter into derivative transactions relating to the Common
Stock. Any such transactions may be effected at any time and from time to
time.
Other than the above, as of the date hereof, the reporting person does
not have any plans or proposals that relate to or would result in any of
the following:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) Any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or
(j) Any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the reporting person beneficially owns
816,500 shares of Common Stock, representing approximately 9.9% of the
8,260,431 shares of Common Stock reported to be outstanding as of September
30, 1999 (as reported in the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999).
This Schedule does not relate to, and, in accordance with Rule 13d-4
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
the reporting person expressly declares that the filing of this Schedule
shall not be construed as an admission that it is, for purposes of Sections
13(d) or 13(g) of the Exchange Act, the beneficial owner of, any of (i)
1,019,297 shares of Common Stock, representing approximately 12.3% of the
shares of Common Stock outstanding, owned as of November 30, 1999, by
Arnold L. Chase, the brother of Cheryl A. Chase, (ii) 815,891 shares of
Common Stock, or 9.9% of the shares of Common Stock outstanding, owned as
of November 30, 1999, by Cheryl A. Chase, (iii) 138,169 shares of Common
Stock, or 1.7% of the shares of Common Stock outstanding, owned as of
November 30, 1999, by David T. Chase, the father of Cheryl A. Chase, (iv)
1,355 shares of Common Stock, or less than 0.1% of the shares of Common
Stock outstanding, owned as of November 30, 1999, jointly by Arnold L.
Chase and Sandra M. Chase, the spouse of Arnold L. Chase, (v) 55,227 shares
of Common Stock, or 0.7% of the shares of Common Stock outstanding, owned
as of November 30, 1999, by Arnold Chase Accumulation Trust I, a trust of
which Arnold L. Chase and Stanley N. Bergman are the trustees and Arnold L.
Chase and the children of Arnold L. Chase and Sandra M. Chase are the
beneficiaries, (vi) 55,227 shares of Common Stock, or 0.7% of the shares of
Common Stock outstanding, owned as of November 30, 1999, by Arnold Chase
Accumulation Trust II, a trust of which Arnold L. Chase and Stanley N.
Bergman are the trustees and Arnold L. Chase and the children of Arnold L.
Chase and Sandra M. Chase are the beneficiaries, (vii) 55,227 shares of
Common Stock, or 0.7% of the shares of Common Stock outstanding, owned as
of November 30, 1999, by Cheryl A. Chase Accumulation Trust I, a trust of
which Cheryl A. Chase and Stanley N. Bergman are the trustees and Cheryl A.
Chase and her children are the beneficiaries, (viii) 55,227 shares of
Common Stock, or 0.7% of the shares of Common Stock outstanding, owned as
of November 30, 1999, by Cheryl A. Chase Accumulation Trust II, a trust of
which Cheryl A. Chase and Stanley N. Bergman are the trustees and Cheryl A.
Chase and her children are the beneficiaries, (ix) 32,039 shares of Common
Stock, or 0.4% of the shares of Common Stock outstanding, owned as of
November 30, 1999, by Cheryl A. Chase Marital Trust, a trust of which
Cheryl A Chase and Kenneth N. Musen are the trustees and Cheryl A. Chase
and her children are the beneficiaries, (x) 182,522 shares of Common Stock,
or 2.3% of the shares of Common Stock outstanding, owned as of November 30,
1999, by The Darland Trust, a trust of which Rothschild Trust Cayman
Limited is trustee and Cheryl A. Chase and her children are the
beneficiaries, (xi) 816,500 shares of Common Stock, or 9.9% of the shares
of Common Stock outstanding, owned as of November 30, 1999, by The Arnold
L. Chase Family Spray Trust, a trust of which Kenneth N. Musen is the
trustee and Arnold L. Chase and the children of Arnold L. Chase are the
beneficiaries, or (xii) 55,000 shares of Common Stock, or 0.7% of the
shares of Common Stock outstanding, owned as of November 30, 1999, by DTC
Holdings Corporation ("DTCHC"), a company which is owned and controlled by
the Chase family as described below.
DTCHC, formerly known as American Ranger, Inc., is a wholly-owned
subsidiary of D.T. Chase Enterprises, Inc. ("DTCE"), a holding company for
various Chase family interests. David T. Chase, Arnold L. Chase and Cheryl
A. Chase are the directors and executive officers of DTCHC and the
directors and three of the executive officers of DTCE. All of the
outstanding stock of DTCE is owned by David T. Chase (42.34%), Rhoda L.
Chase (6.32%), Arnold L. Chase (5.96%), Cheryl A. Chase (12.18%), Arnold
Chase Accumulation Trust I (3.65%), Arnold Chase Accumulation Trust II
(7.57%), five trusts for the benefit of Arnold L. Chase's children, of
which Stanley N. Bergman and Arnold L. Chase are co-trustees (6.06% in the
aggregate), Cheryl A. Chase Accumulation Trust I (3.33%), Cheryl A. Chase
Accumulation Trust II (6.53%) and five trusts for the benefit of Cheryl A.
Chase's children, of which Stanley N. Bergman and Cheryl A. Chase are co-
trustees (6.06% in the aggregate).
The reporting person has not agreed to act together with any of the
foregoing persons or with any other person or entity for the purpose of
acquiring, holding, voting or disposing of shares of Common Stock and the
reporting person disclaims membership in any "group" with respect to the
Common Stock for purposes of Section 13(d)(3) of the Exchange Act and Rule
13d-5(b)(1) thereunder.
(b) The Trustee on behalf of the reporting person has the sole power
to vote, direct the vote of, dispose of and direct the disposition of
816,500 shares of Common Stock.
(c) All transactions in the Common Stock effected by or on behalf of
the reporting person in the past 60 days are described in Item 3 hereof.
(d) No other person is known to have the right to receive or direct
the receipt of dividends from, and the proceeds from the sale of, the
816,500 shares of Common Stock owned by the reporting person.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the Purchase Agreement I, Rhoda L. Chase and CAC
Trustee entered into a Pledge Agreement dated as of November 1, 1999 (the
"Pledge I"). Under the terms of the Pledge I, the reporting person pledged
and granted to Rhoda L. Chase a continuing security interest in 514,098
shares of Common Stock. Rhoda L. Chase is holding said shares as security
for repayment of the Note I.
Pursuant to the Purchase Agreement II, Rhoda L. Chase and CAC
Trustee entered into a Pledge Agreement dated as of November 1, 1999 (the
"Pledge II"). Under the terms of the Pledge II, the reporting person
pledged and granted to Rhoda L. Chase a continuing security interest in
302,402 shares of Common Stock. Rhoda L. Chase is holding said shares as
security for repayment of the Note II.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Purchase Agreement I
(2) Note I
(3) Pledge I
(4) Purchase Agreement II
(5) Note II
(6) Pledge II
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
The Cheryl Anne Chase Family Spray Trust
Dated: December 9, 1999
By: /s/ Kenneth Musen
Name: Kenneth N. Musen
Title: Trustee
FIRST INTERNATIONAL BANCORP., INC.
PURCHASE AGREEMENT
AGREEMENT made and entered into this 1st day of November, 1999, by and
between Rhoda L. Chase, of West Hartford, Connecticut ("Seller"), and
Kenneth N. Musen, Trustee of The Cheryl Anne Chase Family Spray Trust
("Purchaser") and not individually or in any other capacity.
WITNESSETH
WHEREAS, the Seller is the owner of 514,098 shares of First
International Bancorp., Inc. stock bearing certificate numbers as listed on
the attached Schedule I (the "Stock"); and
WHEREAS, the Seller desires to sell, and the Purchaser desires to
purchase, all of the Seller's right, title and interest in and to the
Stock;
NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, the parties agree as follows:
1. SALE. The Seller hereby sells to the Purchaser, and the Purchaser
hereby purchases from the Seller, all of the Seller's right, title and
interest in and to the Stock.
2. PURCHASE PRICE; METHOD OF PAYMENT The total consideration to be
paid by the Purchaser to the Seller for the Stock is Four Million Two
Hundred Seventy-Two Thousand One Hundred Fifty-Four Dollars ($4,272,154),
payable at Closing (as defined in Section 7, below). Payment shall be made
by the Purchaser at Closing by execution and delivery of a secured term
promissory note in favor of the Seller for the entire consideration, which
such note shall be substantially in the form attached hereto as Exhibit A
(the "Note").
3. TRANSFER OF STOCK AND TENDER OF CONSIDERATION. At Closing, the
Seller shall execute and deliver a stock power for the Stock. The Purchaser
shall simultaneously tender the consideration to the Seller.
4. SECURITY. At Closing, the Purchaser shall deliver to the Seller a
Pledge Agreement, which agreement shall pledge the Stock owned by Purchaser
as security for Purchaser's obligations for payment of the purchase price
hereunder and all amounts due under the Note and substantially in the form
attached hereto as Exhibit B.
5. REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents
and warrants to the Purchaser that she is the owner, free and clear of any
and all liens and encumbrances of any kind or nature of the Stock subject
to the sale contemplated herein. The Seller is not a party to any other
commitment or agreement of any nature by which any individual or entity now
holds, or may hereafter hold, any right in or to the Stock, or by which any
restriction is placed on the ability of the Seller to transfer the Stock.
6. REPRESENTATION AND WARRANTY OF THE PURCHASER. The Purchaser
represents and warrants to the Seller that it is purchasing the Stock for
investment purposes only and not with any intent of resale.
7. CLOSING. Closing of all matters in this Agreement shall occur on
November 1, 1999, at such place and time as may be mutually agreed to by
the parties hereto.
8. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Connecticut.
9. COUNTERPARTS. This Agreement may be executed in two or more
counterparts and/or by facsimile signatures, each of which shall be deemed
an original document, and together which shall be deemed one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first written above.
SELLER:
/s/ RHODA L. CHASE
RHODA L. CHASE
PURCHASER:
THE CHERYL ANNE CHASE FAMILY SPRAY TRUST
By: /s/ KENNETH N. MUSEN
KENNETH N. MUSEN, Trustee and not individually or
in any other capacity
<PAGE>
SCHEDULE I
Share Certificates Transferred
1. 514,098 shares held in Paine Weber Account No. HA07030
<PAGE>
STOCK POWER
FOR VALUE RECEIVED I, Rhoda Chase, hereby sell, assign and transfer
unto Kenneth N. Musen, as Trustee of The Cheryl Anne Chase Family Spray
Trust, Five Hundred Fourteen Thousand Ninety-Eight (514,098) shares of the
common capital stock of First International Bancorp., Inc. standing in my
name on the books of said Corporation represented by Certificate(s) No(s).
______ herewith and held in Paine Weber Account No. HA07030, and do hereby
irrevocably constitute and appoint __________________ as my attorney-in-
fact to transfer the said stock on the books of said Corporation with full
power of substitution in the premises.
Dated_________
/s/ RHODA CHASE
RHODA CHASE
PROMISSORY NOTE
$4,272,154.00 New Haven, Connecticut
November 1, 1999
The undersigned, Kenneth N. Musen, as Trustee of The Cheryl Anne Chase
Family Spray Trust, and not individually or in any other capacity, for
value received, hereby promises to pay to the order of Rhoda L. Chase, of
West Hartford, Connecticut (hereinafter referred to as the "Holder") on the
ninth (9th) anniversary of the date of this Note the principal sum of Four
Million Two Hundred Seventy-Two Thousand One Hundred Fifty-Four Dollars
($4,272,154) (or so much thereof as shall not have been prepaid) and to pay
interest on the entire unpaid balance hereof on each anniversary of this
Note at the rate of six and 08/100 percent (6.08%) per annum. Said
principal and interest payments shall be paid, in cash or by check, payable
to the order of Holder, and payable by mail or in person, at such address
as Holder shall designate in writing.
This Note may be prepaid at any time and from time to time, in whole
or in part, at the option of the undersigned, with interest accrued on the
amount to be prepaid, without premium or penalty.
This Note shall become immediately due and payable without demand or
notice if (1) any court of competent jurisdiction shall enter a decree or
order not vacated or stayed within sixty (60) days from the date of entry
(a) appointing a trustee or receiver of the undersigned or (b) approving a
petition for the adjudication of the undersigned as a bankrupt or insolvent
or (2) the undersigned shall itself file any such petition or take or
consent to any other action seeking any such judicial order or shall make
an assignment for the benefit of its creditors or shall admit in writing
its inability to pay its debts generally as they become due or (3) the
undersigned shall fail to pay any installment of interest within thirty
(30) days after receipt of notice of demand for payment. Any delay or
failure to enforce any of these provisions shall not waiver or change any
of the Holder's rights in enforcing the same.
In the event of the default in the payment of this Note, the
undersigned hereby promises to pay all costs, charges and expenses,
including reasonable attorney's fees, incurred by Holder.
The repayment of this Note is secured by the pledge of 514,098 shares
of First International Bancorp., Inc. stock. This Note shall be with full
recourse to such collateral and all other assets of the undersigned trust
but the Trustees of such trust shall not be personally liable for any of
the obligations evidenced by this Note.
THE CHERYL ANNE CHASE
FAMILY SPRAY TRUST
By: /s/ KENNETH N. MUSEN
KENNETH N. MUSEN, as Trustee and
not individually or in any other capacity
PLEDGE AGREEMENT
AGREEMENT made this 1st day of November, 1999, between KENNETH N.
MUSEN, as Trustee of The Cheryl Anne Chase Family Spray Trust (the
"Pledgor") and RHODA CHASE, individually (the "Pledgee").
1. PLEDGE. To secure the payment of a promissory note of even date
herewith in the amount of $4,272,154, payable by the Pledgor to the Pledgee
and any renewals or extensions thereof (the "Note"), the Pledgor hereby
pledges and grants to the Pledgee a continuing security interest in 514,098
common shares of stock (the "Pledged Shares") in First International
Bancorp., Inc. (the "Corporation"), which the Pledgor has purchased
concurrently herewith from the Pledgee pursuant to a purchase agreement of
even date herewith (the Pledged Shares shall be referred to as the
"Collateral"). The Pledgee shall hold the Collateral as security for
repayment of the Note and shall not encumber or dispose of the Collateral
except in accordance with the provisions of paragraphs 4 and 5 hereof.
2. INCIDENTS OF OWNERSHIP. The assignment made hereby is executed
as collateral security and the execution and delivery hereof shall not
impair or diminish the Pledgor's right to exercise all incidents of
ownership with respect to the Collateral and to receive all income
therefrom; provided, that in the event that there is a default with respect
to the Note (an "Event of Default"), the Pledgee shall have the right to
receive income from the Collateral, which shall be applied by the Pledgee
to installments of principal and interest under the Note in inverse order
of maturity.
3. PLEDGED SHARES. In the event that during the term of this
Agreement, any share dividend, reclassification, readjustment or other
change is declared or made in the capital structure of the Corporation, or
subscription warrants or any other rights or options shall be issued in
connection with the Pledged Shares, all such new, substituted and
additional shares or other securities issued by reason of any such change,
and all such warrants, rights and options shall be immediately delivered by
the Pledgor to the Pledgee, with stock powers executed in blank, and shall
be held by the Pledgee under the terms of this Agreement in the same manner
as the Pledged Shares.
4. PAYMENT OF NOTE. Upon final payment of all amounts due under the
Note, the Pledgee shall transfer and deliver to the Pledgor all of the
Collateral and any rights received by the Pledgee as a result of the
beneficial ownership thereof.
5. DEFAULT. Upon occurrence of an Event of Default, the Pledgee may
declare the unpaid Note balance, together with all other amounts owed
pursuant to the Note, immediately due and payable in full and the Pledgee
shall have the rights and remedies of a secured party as provided in the
Uniform Commercial Code as enforced in the State of Connecticut
6. FURTHER ACTIONS. The Pledgor agrees to join with the Pledgee in
executing such documents or instruments as may be required or deemed
necessary by the Pledgee for the purposes of effecting, perfecting or
continuing the Pledgee's security interest in the Collateral.
7. TERMINATION. Upon satisfaction of all payments due under the
Note, the Pledgor shall be released from all further obligations hereunder
and all rights to hold by the Pledgee as a result of this Agreement shall
be returned to the Pledgee.
8. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Connecticut.
PLEDGOR:
/s/ KENNETH N. MUSEN
KENNETH N. MUSEN, as Trustee of
The Cheryl Anne Chase Family Spray Trust
and not individually or in any other capacity
PLEDGEE:
/s/ RHODA CHASE
RHODA CHASE, Individually
FIRST INTERNATIONAL BANCORP., INC.
PURCHASE AGREEMENT
AGREEMENT made and entered into this 1st day of November 1, 1999, by
and between Rhoda L. Chase, of West Hartford, Connecticut ("Seller"), and
Kenneth N. Musen, Trustee of The Cheryl Anne Chase Family Spray Trust
("Purchaser") and not individually or in any other capacity.
WITNESSETH
WHEREAS, the Seller is the owner of 302,402 shares of First
International Bancorp., Inc. stock bearing certificate numbers listed on
the attached Schedule I (the "Stock") that contain a stock legend and may
be currently restricted pursuant to Federal securities laws; and
WHEREAS, the Seller desires to sell, and the Purchaser desires to
purchase, all of the Seller's right, title and interest in and to the
Stock;
NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, the parties agree as follows:
1. SALE. The Seller hereby sells to the Purchaser, and the Purchaser
hereby purchases from the Seller, all of the Seller's right, title and
interest in and to the Stock.
2. PURCHASE PRICE; METHOD OF PAYMENT. The total consideration to be
paid by the Purchaser to the Seller for the Stock is Two Million Five
Hundred Twelve Thousand Nine Hundred Sixty Dollars ($2,512,960), payable at
Closing (as defined in Section 7, below). Payment shall be made by the
Purchaser at Closing by execution and delivery of a secured term promissory
note in favor of the Seller for the entire consideration, which such note
shall be substantially in the form attached hereto as Exhibit A (the
"Note").
3. TRANSFER OF STOCK AND TENDER OF CONSIDERATION. At Closing, the
Seller shall execute and deliver a stock power for the Stock. The Purchaser
shall simultaneously tender the consideration to the Seller.
4. SECURITY. At Closing, the Purchaser shall deliver to the Seller a
Pledge Agreement, which agreement shall pledge the Stock owned by Purchaser
as security for Purchaser's obligations for payment of the purchase price
hereunder and all amounts due under the Note and substantially in the form
attached hereto as Exhibit B.
5. REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller represents
and warrants to the Purchaser that she is the owner, free and clear of any
and all liens and encumbrances of any kind or nature of the Stock subject
to the sale contemplated herein. The Seller is not a party to any other
commitment or agreement of any nature by which any individual or entity now
holds, or may hereafter hold, any right in or to the Stock, or by which any
restriction is placed on the ability of the Seller to transfer the Stock.
The Seller further represents and warrants to the Purchaser that in the
event the Stock sold hereunder is restricted from public resale pursuant to
Federal securities laws and the rules promulgated thereunder, the sale
hereunder is not in violation of any federal or state securities law, rule
or regulation.
6. REPRESENTATION AND WARRANTY OF THE PURCHASER. The Purchaser
represents and warrants to the Seller that it is purchasing the Stock for
investment purposes only and not with any intent of resale.
7. CLOSING. Closing of all matters in this Agreement shall occur on
November 1, 1999, at such place and time as may be mutually agreed to by
the parties hereto.
8. PURCHASE PRICE ADJUSTMENT. At the present time, it is currently
unknown as to the effect on the price per share of any Federal securities
law restrictions on the Stock. Therefore, it is hereby agreed to by the
parties that in the event it is determined by an independent appraiser or
otherwise that the Stock value should be adjusted to take into account the
restrictions, the Purchase Price set forth for such Stock in Section 2
hereunder shall be adjusted accordingly.
9. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Connecticut
10. COUNTERPARTS. This Agreement may be executed in two or more
counterparts and/or by facsimile signatures, each of which shall be deemed
an original document, and together which shall be deemed one and the same
instrument
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first written above.
SELLER:
/s/ RHODA L. CHASE
RHODA L. CHASE
PURCHASER:
THE CHERYL ANNE CHASE FAMILY SPRAY TRUST
By: /s/ KENNETH N. MUSEN
KENNETH N. MUSEN, Trustee and not individually or
in any other capacity
<PAGE>
SCHEDULE I
Share Certificates Transferred
CERTIFICATE NUMBER NUMBER OF SHARES
302,402
_______
TOTAL 302,402
<PAGE>
STOCK POWER
FOR VALUE RECEIVED I, Rhoda Chase, hereby sell, assign and transfer
unto Kenneth N. Musen, as Trustee of The Cheryl Anne Chase Family Spray
Trust, Three Hundred Two Thousand Four Hundred Two (302,402) shares of the
common capital stock of First International Bancorp., Inc. standing in my
name on the books of said Corporation represented by Certificate(s) No(s).
______ herewith, and do hereby irrevocably constitute and appoint
_________________________ as my attorney-in-fact to transfer the said stock
on the books of said Corporation with full power of substitution in the
premises.
Dated_________
/s/ RHODA CHASE
RHODA CHASE
In the presence of:
____________________
PROMISSORY NOTE
$2,512,960.00 New Haven, Connecticut
November 1, 1999
The undersigned, Kenneth N. Musen, as Trustee of The Cheryl Anne Chase
Family Spray Trust, and not individually or in any other capacity, for
value received, hereby promises to pay to the order of Rhoda L. Chase, of
West Hartford, Connecticut (hereinafter referred to as the "Holder") on the
ninth (9th) anniversary of the date of this Note the principal sum of Two
Million Five Hundred Twelve Thousand Nine Hundred Sixty Dollars
($2,512,960) (or so much thereof as shall not have been prepaid) and to pay
interest on the entire unpaid balance hereof on each anniversary of this
Note at the rate of six and 08/100 percent (6.08%) per annum. Said
principal and interest payments shall be paid, in cash or by check, payable
to the order of Holder, and payable by mail or in person, at such address
as Holder shall designate in writing.
This Note may be prepaid at any time and from time to time, in whole
or in part, at the option of the undersigned, with interest accrued on the
amount to be prepaid, without premium or penalty.
This Note shall become immediately due and payable without demand or
notice if (1) any court of competent jurisdiction shall enter a decree or
order not vacated or stayed within sixty (60) days from the date of entry
(a) appointing a trustee or receiver of the undersigned or (b) approving a
petition for the adjudication of the undersigned as a bankrupt or insolvent
or (2) the undersigned shall itself file any such petition or take or
consent to any other action seeking any such judicial order or shall make
an assignment for the benefit of its creditors or shall admit in writing
its inability to pay its debts generally as they become due or (3) the
undersigned shall fail to pay any installment of interest within thirty
(30) days after receipt of notice of demand for payment. Any delay or
failure to enforce any of these provisions shall not waiver or change any
of the Holder's rights in enforcing the same.
In the event of the default in the payment of this Note, the
undersigned hereby promises to pay all costs, charges and expenses,
including reasonable attorney's fees, incurred by Holder.
The repayment of this Note is secured by the pledge of 302,402 shares
of First International Bancorp., Inc. stock. This Note shall be with full
recourse to such collateral and all other assets of the undersigned trust
but the Trustees of such trust shall not be personally liable for any of
the obligations evidenced by this Note.
THE CHERYL ANNE CHASE
FAMILY SPRAY TRUST
By: /s/ KENNETH N. MUSEN
KENNETH N. MUSEN, as Trustee and
not individually or in any other capacity
PLEDGE AGREEMENT
AGREEMENT made this 1st day of November, 1999, between KENNETH N.
MUSEN, as Trustee of The Cheryl Anne Chase Family Spray Trust (the
"Pledgor") and RHODA CHASE, individually (the "Pledgee").
1. PLEDGE. To secure the payment of a promissory note of even date
herewith in the amount of $2,512,960, payable by the Pledgor to the Pledgee
and any renewals or extensions thereof (the "Note"), the Pledgor hereby
pledges and grants to the Pledgee a continuing security interest in 302,402
common shares of stock (the "Pledged Shares") in First International
Bancorp., Inc. (the "Corporation"), which the Pledgor has purchased
concurrently herewith from the Pledgee pursuant to a purchase agreement of
even date herewith (the Pledged Shares shall be referred to as the
"Collateral"). The Pledgee shall hold the Collateral as security for
repayment of the Note and shall not encumber or dispose of the Collateral
except in accordance with the provisions of paragraphs 4 and 5 hereof.
2. INCIDENTS OF OWNERSHIP. The assignment made hereby is executed as
collateral security and the execution and delivery hereof shall not impair
or diminish the Pledgor's right to exercise all incidents of ownership with
respect to the Collateral and to receive all income therefrom; provided,
that in the event that there is a default with respect to the Note (an
"Event of Default"), the Pledgee shall have the right to receive income
from the Collateral, which shall be applied by the Pledgee to installments
of principal and interest under the Note in inverse order of maturity.
3. PLEDGED SHARES. In the event that during the term of this
Agreement, any share dividend, reclassification, readjustment or other
change is declared or made in the capital structure of the Corporation, or
subscription warrants or any other rights or options shall be issued in
connection with the Pledged Shares, all such new, substituted and
additional shares or other securities issued by reason of any such change,
and all such warrants, rights and options shall be immediately delivered by
the Pledgor to the Pledgee, with stock powers executed in blank, and shall
be held by the Pledgee under the terms of this Agreement in the same manner
as the Pledged Shares.
4. PAYMENT OF NOTE. Upon final payment of all amounts due under the
Note, the Pledgee shall transfer and deliver to the Pledgor all of the
Collateral and any rights received by the Pledgee as a result of the
beneficial ownership thereof.
5. DEFAULT Upon occurrence of an Event of Default, the Pledgee may
declare the unpaid Note balance, together with all other amounts owed
pursuant to the Note, immediately due and payable in full and the Pledgee
shall have the rights and remedies of a secured party as provided in the
Uniform Commercial Code as enforced in the State of Connecticut
6. FURTHER ACTIONS. The Pledgor agrees to join with the Pledgee in
executing such documents or instruments as may be required or deemed
necessary by the Pledgee for the purposes of effecting, perfecting or
continuing the Pledgee's security interest in the Collateral.
7. TERMINATION. Upon satisfaction of all payments due under the
Note, the Pledgor shall be released from all further obligations hereunder
and all rights to hold by the Pledgee as a result of this Agreement shall
be returned to the Pledgee.
8. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Connecticut.
PLEDGOR:
/s/ KENNETH N. MUSEN
KENNETH N. MUSEN, as Trustee of
The Cheryl Anne Chase Family Spray Trust
and not individually or in any other capacity
PLEDGEE:
/s/ RHODA CHASE
RHODA CHASE, Individually
