SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 26, 1999
ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 0-29666 14-1801465
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
52 North Main Street, Gloversville, New York 12078
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 725-6335
N/A
(Former name or former address, if changed since last report)
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Item 5 Other Event
On April 26, 1999, the Registrant issued the attached press release
announcing that the Registrant had entered into a Standstill and Settlement
Agreement, which is attached, with several investors settling the outstanding
litigation against the Registrant.
Item 7. Financial Statements and Exhibits
(a) Exhibits
99.1 Press release, dated April 26, 1999.
99.2 Settlement and Standstill Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
ADIRONDACK FINANCIAL SERVICES
BANCORP, INC.
Date: April 26, 1999 By: /s/Lewis E. Kolar
Lewis E. Kolar, President
and Chief Executive Officer
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EXHIBIT 99.1
[ ADIRONDACK FINANCIAL SERVICES BANCORP, INC LETTERHEAD]
CONTACT: Lewis E. Kolar For Immediate Release
President and Chief Executive Officer April 26, 1999
Adirondack Financial Services Bancorp, Inc.
(518) 725-6331
ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
LITIGATION IS SETTLED
Adirondack Financial Services Bancorp, Inc. (the "Company") announced today
that it has entered into a Standstill and Settlement Agreement (the "Agreement")
with John D. Shepherd and several other investors settling the outstanding
litigation against the Company. Mr. Shepherd had previously filed a lawsuit (the
"Litigation") against the Company entitled John D. Shepherd v. Adirondack
Financial Services Bancorp, Inc. and Richard D. Ruby, as Chairman of the Board
of Directors of Adirondack Financial Services Bancorp, Inc. in the United States
District Court for the Northern District of New York. The other parties to the
Agreement include, among others, Leslie M. Apple, Henry J. MacDonald and Morris
Massery (collectively, the "Investors").
Under the terms of the Agreement, Mr. Shepherd and the Investors agreed to
dismiss the Litigation with prejudice in exchange for the payment of Mr.
Shepherd's legal fees. In addition, Mr. Shepherd and the Investors generally
agreed that, unless the price per share of the Company's upcoming merger with
CNB Bancorp is less than $20.00 per share, until October 31, 1999, they will
not, among other things, participate in any litigation against the Company,
solicit proxies against the Company, make any nominations for directors of the
Company, or solicit any other merger offers for the Company. The parties to the
Agreement also agreed, for the same time period and subject to the same
conditions, to vote with the Company's Board of Directors on all shareholder
elections, including the merger with CNB Bancorp.
According to Lewis E. Kolar, the Company's President and Chief Executive
Officer, "the Board of Directors strongly believes that it is in the best
interests of shareholders to complete the merger with CNB as quickly as
possible. We believe that this agreement will facilitate the completion of that
transaction."
According to Leslie M. Apple, one of the Investors and an attorney for Mr.
Shepherd "while we continue to believe that Mr. Shepherd's lawsuit has merit,
this settlement will enable the Company to complete the CNB merger. At the same
time, we have reserved our rights in the event the final merger price is less
than $20.00 per share."
<PAGE>
EXHIBIT 99.2
SETTLEMENT AND STANDSTILL AGREEMENT
THIS AGREEMENT (the "Agreement"), dated this 22th day of April, 1999, by
and among Adirondack Financial Services Bancorp, Inc. (the "Corporation"), a
Delaware corporation, and the individuals identified on Exhibit A attached
hereto (collectively, the "Investors;" individually, an "Investor").
RECITALS
WHEREAS, each of the Investors have from time to time expressed concern
regarding the actions of the Corporation and the Board and have indicated they
may consider taking a variety of actions against the Corporation and the Board
including (i) instituting additional litigation against the Corporation and its
Board, (ii) conducting an election contest to secure seats on the Board of
Directors, (iii) making additional shareholder proposals and (iv) taking other
actions intended to delay or block the proposed merger (the "Merger") between
the Corporation and CNB Bancorp, Inc.; and
WHEREAS, one of the Investors filed a lawsuit in the United States
District Court for the Northern District of New York captioned John D. Shepherd
v. Adirondack Financial Services Bancorp, Inc. and Richard D. Ruby as Chairman
of the Board of Adirondack Financial Services Bancorp, Inc., Case No. 99-CV-0241
NAM-TNH (the "Litigation"); and
WHEREAS, the Corporation has incurred, and may continue to incur,
significant costs and expenses in connection with the Litigation and the
Corporation's preparation for other possible actions against it by the
Investors; and
WHEREAS, some of the Investors have incurred, and may continue to incur,
significant costs and expenses in connection with the Litigation; and
WHEREAS, the Corporation wishes to avoid the continuing cost, expense,
disruption and uncertainty of the Litigation and the other matters set forth
above; and
WHEREAS, certain of the Investors desire to be reimbursed by the
Corporation for certain of the costs and expenses they have incurred in
connection with the Litigation; and
WHEREAS, in exchange for the reimbursement by the Corporation of certain
expenses related to the above, the Investors are willing to enter into this
agreement; and
WHEREAS, the Corporation believes it is in the best interests of the
Corporation and its shareholders to enter into this agreement.
NOW THEREFORE, in consideration of the recitals and the representations,
warranties, covenants and agreements contained herein and other good and
valuable consideration, the parties hereto mutually agree as follows:
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1. Payment of Certain Legal Expenses. Upon the execution and delivery of
this Agreement, the Corporation agrees to pay to Mr. Shepherd, or his designee,
up to $28,653.87 representing reimbursement of his documented legal fees and
expenses incurred in connection with the Litigation and the other matters set
forth above.
2. Dismissal of the Litigation. Within three (3) business days of the date
of this Agreement, the parties to the Litigation shall file a stipulation in the
form attached hereto as Exhibit B dismissing the Litigation with prejudice. As
of the same date, Mr. Shepherd, Mr. Apple and Mr. McDonald shall issue (to such
media outlets as they see fit) a copy of the press release attached hereto as
Exhibit C.
3. Representations and Warranties of the Investors. The Investors hereby
individually represent and warrant to the Corporation, as follows:
(i) Exhibit A sets forth the number of shares of the capital stock
of the Corporation which are beneficially owned by each Investor on the
date hereof.
(ii) The Investors have fully disclosed in Exhibit A the total
number of shares of the capital stock of the Corporation in which they
have a beneficial ownership interest and none of the Investors has a right
to vote any shares of the capital stock of the Corporation other than
those disclosed in Exhibit A.
(iii) The Investors have full and complete authority to enter into
this Agreement and to bind the entire number of shares of the capital
stock of the Corporation in which they have a beneficial ownership
interest to the terms of this Agreement and this Agreement constitutes a
valid and binding agreement of the Investors and each of them.
(iv) There are no arrangements, agreements or understandings between
the Investors (or any Investor) and the Corporation other than as set
forth in this Agreement.
4. Representations and Warranties of the Corporation. The Corporation
hereby represents and warrants to the Investors and to each Investor, as
follows:
(i) The Corporation has full power and authority to enter into and
perform its obligations under this Agreement, and the execution and
delivery of this Agreement by the Corporation hereby has been duly
authorized by the Board of Directors of the Corporation and requires no
other Board of Directors or stockholder action. This Agreement constitutes
a valid and binding obligation of the Corporation and the performance of
its terms shall not constitute a violation of its certificate of
incorporation or by-laws.
(ii) There are no arrangements, agreements or understandings between
the Investors (or any Investor) and the Corporation other than as set
forth in this Agreement.
5. Covenants of the Investors. The Investors and each of them covenant and
agree that unless any of the following shall be applicable (i) the proxy
statement distributed by the Corporation
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in connection with the Merger indicates that the cash amount per share expected
to be paid to stockholders in connection therewith is less than $20.00 (ii) the
amount per share actually paid to the stockholders in connection with the Merger
is less than $20.00, (iii) the Merger Agreement is terminated, and (iv) the
Merger shall not have been completed as of October 31, 1999, they shall:
(i) not, directly or indirectly, participate or act in concert with
any affiliate, group or other person to participate, or encourage any
other person to participate, in any litigation against or derivatively on
behalf of the Corporation, or assist any other person in any such
litigation except for testimony which may be required by law, and except
as may occur in the ordinary course of business with respect to any loan,
deposit or other transaction where an Investor is dealing with the
Corporation or an affiliate as a customer.
(ii) not, except where required by law, directly or indirectly,
contact any government agency or office or regulatory body with respect to
the Corporation or any affiliate nor shall they encourage any other person
to do so and they shall promptly notify the Corporation of any
conversations they have with any government agency or office or regulatory
body regarding the Corporation; provided, however, that nothing in this
paragraph shall prohibit any party from making any routine filings or
disclosures mentioning the Corporation with the Internal Revenue Service,
the Securities and Exchange Commission, National Association of Securities
Dealers, Inc. or other regulatory body.
(iii) not make any public or private statements inconsistent with
the press release attached as Exhibit C.
(iv) not hereafter acquire, or offer or agree to acquire, or act in
concert with any affiliate, group or other person to acquire, or offer or
agree to acquire, directly or indirectly (other than through stock splits
or stock dividends), beneficial ownership of, or the right to vote, any
shares of capital stock of the Corporation beyond those listed on Exhibit
A unless such shares become subject to this Agreement.
(v) without the Corporation's prior written consent, which may be
withheld in its sole discretion, not directly or indirectly solicit, or
act in concert with any affiliate, group or other person to solicit,
"proxies" or written consents, or directly or indirectly become a
"participant" or otherwise engage in any "solicitation" (as such terms are
defined in Regulation 14A under the Securities Exchange Act of 1934, as
amended) with respect to any matter submitted for a stockholder vote or
consent;
(vi) without the Corporation's prior written consent, which may be
withheld in its sole discretion not directly or indirectly submit, or
encourage the submission of, any nomination of any person for election as
director or any stockholder proposal for business at a meeting of the
Corporation's stockholders.
(vii) withdraw the nominations made in connection with the
Corporation's Annual Meeting of Stockholders held on March 4, 1999.
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(viii) vote, and shall require any affiliate, group or other person
acting in concert with any of them to vote, all shares beneficially owned
(a) in favor of the Merger or for re- election of a current director as
recommended by the Corporation's Board of Directors, (b) against any
proposal or nominee for election as director opposed by the Corporation's
Board of Directors and (c) in accordance with the recommendations of the
Corporation's Board of Directors on all procedural matters related to the
Merger. Furthermore, they shall not, nor shall they act in concert with
any affiliate, group or other person to (a) join with or assist any person
or entity, directly or indirectly, in opposing, or make any statement in
opposition to, or encourage any person to oppose, (whether through public
statements or otherwise), any proposal related to the Merger or
renomination of a current director as recommended by the Corporation's
Board of Directors or (b) join with or assist any person or entity,
directly or indirectly, in supporting or endorsing (including supporting,
requesting or joining in any request for a meeting of stockholders in
connection with), or make any statement in favor of, any proposal related
to the Merger submitted to a vote of the Corporation's stockholders that
is opposed by Corporation's Board of Directors.
(ix) not, directly or indirectly, solicit or initiate any
communication regarding, or act in concert with any affiliate, group or
other person to solicit or initiate any communication regarding, any
acquisition offers for the Corporation, and if any offer or inquiry
concerning such an offer shall be received they shall refer such offer or
inquiry directly and solely to the Chairman of the Board of Directors of
the Corporation.
(x) not , except in accordance with paragraph 5 (viii) of this
Agreement, deposit any capital stock of the Corporation in a voting trust
or subject any shares of capital stock of the Corporation to a voting
agreement or other arrangement of similar effect.
(xi) not sell any shares of capital stock of the Corporation except
in open market transactions where there is no reason to believe that the
buyer of any such shares, together with any affiliate or other person
acting in concert with him, owns more than 1% of the outstanding capital
stock of the Corporation.
(xii) not provide, nor shall they act in concert with any person to
provide, any funds, services or facilities, to any person in support of
any activity by such person that would be a violation of their covenants
under the provisions of this paragraph 5 if undertaken by an Investor.
6. Agreements of the Corporation. The Corporation agrees that, with
respect to all transactions prior to the date of this Agreement, unless any of
the following shall be applicable (i) the proxy statement distributed by the
Corporation in connection with the Merger indicates that the cash amount per
share expected to be paid to stockholders in connection therewith is less than
$20.00 (ii) the amount per share actually paid to the stockholders in connection
with the Merger is less than $20.00, (iii) the Merger Agreement is terminated,
and (iv) the Merger shall not have been completed as of October 31, 1999, it
shall:
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(i) not participate directly or indirectly in any litigation against
any of the Investors except for testimony which may be required by law and
except as may occur in the ordinary course of business with respect to any
loan, deposit or other transaction where an Investor is a customer and
except for participation in any litigation instituted by an Investor
against the Corporation or any of its directors, officers, employees,
agents or affiliates.
(ii) not, except where required by law, directly or indirectly
contact any government agency or office or regulatory body with respect to
the Investor or any affiliate nor shall it encourage any other person to
do so and it shall promptly notify an Investor if it has had any
conversations with any government agency or office or regulatory body
regarding him; provided, however, that nothing in this paragraph shall
prohibit any party from making any routine filings or disclosures
mentioning the Investors with the Internal Revenue Service, the Securities
and Exchange Commission, National Association of Securities Dealers, Inc.
or other regulatory body.
(iii) not make any public or private statements inconsistent with
the press release attached as Exhibit C.
7. Remedies. The Corporation and the Investors acknowledge and agree that
a breach or threatened breach by either party may give rise to irreparable
injury inadequately compensable in damages, and accordingly each party shall be
entitled to injunctive relief to prevent a breach of the provisions hereof and
to enforce specifically the terms and provisions hereof, in addition to any
other remedy to which such aggrieved party may be entitled to at law or in
equity. In the event any party institutes legal action to enforce such party's
rights under, or recover damages for breach of, this Agreement, the prevailing
party or parties in such action shall be entitled to recover from the other
party or parties all costs and expenses, including but not limited to actual
attorneys' fees, court costs, witness fees, disbursements and any other expenses
of litigation or negotiation, incurred by such prevailing party or parties. Each
Investor shall have the right of contribution from the other Investor for any
damages paid or expenses incurred (including attorneys' fees) pursuant to this
paragraph 7.
8. Term. This Agreement shall remain in effect for a term of three years
from the date hereof except as otherwise specifically hereby limited.
9. Publicity. Any press release or other publicity with respect to this
Agreement or any provisions hereof shall be jointly prepared and issued by the
parties hereto. During the term of this Agreement, no party to this Agreement
shall cause, discuss, cooperate or otherwise aid in the preparation of any press
release or other publicity concerning any other party to this Agreement or its
operations without prior approval of such other party.
10. Notices. Except as noted in Paragraph 12 below, all notice
requirements and other communications shall be deemed given when delivered or on
the third succeeding business day after being mailed by registered or certified
mail, return receipt requested, addressed to the Investors and the Corporation
below:
Investors: Leslie M. Apple
Whiteman Osterman & Hanna
One Commerce Plaza
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Albany, New York 12260
John D. Shepherd
Lion Hill Farm
1020 Sport Hill Road
Easton, CT 06612
Colvin G. Ryan
724 Fleming Farm Road
The Plains, VA 22171
Morris Massry
2 Cobblehill Road
Loudonville, NY 12211
Henry J. MacDonald
3 Beacon Hill Drive
Saratoga Springs, NY 12866
Adirondack Financial Services
Bancorp, Inc.: Richard D. Ruby
Chairman of the Board
Adirondack Financial Services Bancorp, Inc.
52 North Main Street
Gloversville, New York 12078
With a copy to: Kip A. Weissman, P.C.
Silver, Freedman & Taff, L.L.P.
1100 New York Avenue, N.W.
Seventh Floor, East Tower
Washington, D.C. 20005
11. Governing Law This Agreement shall be governed, interpreted and
construed in accordance with the laws of the State of New York applicable to
contracts to be performed entirely within the State without regard to its
conflict of laws doctrine.
12. Choice of Forum. Each party hereto agrees that any proceeding relating
to or arising form this Agreement shall be heard and litigated exclusively in
the United States District Court for the Northern District of New York (the
"Northern District"). Each party hereto consents to personal jurisdiction in any
such action brought in the Northern District, waives any objection to venue in
the Northern District and waives any claim that the Northern District is an
inconvenient forum. The Investors hereby appoint Whiteman Osterman & Hanna, One
Commerce Plaza, Albany, New York 12260 as their agent for service of process for
any proceeding relating to or arising form this Agreement.
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13. Severability. If any term, provision, covenant or restriction of this
Agreement is held by any governmental or regulatory authority or a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.
14. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of and be enforceable by the successors and assigns, and
transferees by operation of law, of the parties. Except as otherwise expressly
provided for herein, this Agreement shall not inure to the benefit of, be
enforceable by or create any right or cause of action in any person, including
any shareholder of the Corporation, other than the parties hereto.
15. Survival of Representations, Warranties and Agreements. All
representations, warranties, covenants and agreements made herein shall survive
the execution and delivery of this Agreement.
16. Amendments. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
specifically referencing this Agreement executed by all of the parties hereto.
17. Definitions. As used in this Agreement, the following terms shall have
the meanings indicated, unless the context otherwise requires:
(i) The term "acquire" means every type of acquisition, whether
effected by purchase, exchange, operation of law or otherwise.
(ii) The term "acting in concert" means (i) knowing participation in
a joint activity or conscious parallel action towards a common goal
whether or not pursuant to an express agreement, or (ii) a combination of
pooling of voting or other interests in the securities of an issuer for a
common purpose pursuant to any contract, understanding, relationship,
agreement or other arrangement, whether written or otherwise.
(iii) The term "affiliate" means a person or entity that directly,
or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with another person.
(iv) The terms "beneficial ownership" or "beneficially owned" mean
all capital stock of the Corporation owned or held in an Investor's name
individually or jointly with any other person; by any trust in which an
Investor is a settlor, trustee, or beneficiary; by any corporation in
which an Investor is a stockholder (owning, together with all other an
Investors and their respective affiliates, more than five percent (5%) of
the outstanding voting power or beneficial interests), director or
officer; by any partnership in which an Investor is a limited partner
(owning, together with all other Investors and their respective
affiliates, more than five percent (5%) of the outstanding beneficial
interests), or a general partner, employee or agent; or by any other
entity in which an Investor holds, together with all other an Investors
and their respective affiliates, more than five percent (5%) of the
outstanding beneficial interests.
(v) The term "control" (including the terms "controlling,"
"controlled by," and "under common control with") means the possession,
direct or indirect, or the power to direct or cause the direction of the
management, activities or policies of a person or organization, whether
through the ownership of capital stock, by contract, or otherwise.
(vi) The term "person" includes an individual, group acting in
concert, a corporation, a partnership, an association, a joint stock
company, a trust, an unincorporated organization or similar company, a
syndicate, or any other group formed for the purpose of acquiring, holding
or disposing of the equity securities of the Corporation.
(vii) The term "vote" means to vote in person or by proxy, or to
give or authorize the giving of any consent as a stockholder on any
matter.
18. Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original, but each of which together shall constitute one and
the same agreement.
19. Duty to Execute. Each party agrees to execute any and all documents,
and to do and perform any and all acts and things necessary or proper to
effectuate or further evidence the terms and provisions of this Agreement.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the undersigned or duly authorized officers thereof as of the day and year first
above written.
ADIRONDACK FINANCIAL SERVICES BANCORP, INC.,
a Delaware corporation
By: __________________________________________
Richard D. Ruby, Chairman of the Board
Investors:
------------------------------------------
Leslie M. Apple
------------------------------------------
Henry J. MacDonald
------------------------------------------
Colvin G. Ryan
------------------------------------------
Morris Massry
------------------------------------------
John D. Shepherd
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EXHIBIT A
Shares of Adirondack Financial
Services Bancorp, Inc.
Capital Stock
Beneficially Owned1
Investor As of 4/12/99
- ------------------------------------------------------------------------------
Leslie M. Apple 19,800
Morris Massry 53,000
Henry J. MacDonald 0
Colvin G. Ryan 57,780
John D. Shepherd 0
- --------
1/ Includes all shares over which the Investor has sole or shared voting or
dispositive powers.
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EXHIBIT B
UNITED STATES DISTRICT COURT
NORTHEN DISTRICT OF NEW YORK
JOHN D. SHEPHERD,
Plaintiff,
-against- Case No. 99-CV-0241 NAM-DNH
ADIRONDACK FINANCIAL SERVICES
BANCORP, INC. and RICHARD D. RUBY, as
Chairman of the Board of Directors of
ADIRONDACK FINANCIAL SERVICES
BANCORP, INC.
Defendants.
STIPULATION AND ORDER OF DISMISSAL
IT IS HEREBY STIPULATED by and among the parties, through their
undersigned counsel, that this action is dismissed with prejudice. No party
shall petition the Court for an award of any costs, fees and/or expenses.
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- ---------------------------- ----------------------------------------
John J. Henry Laurel J. Eveleigh
Bar Roll No. 507445 Bar Roll No. 506925
Whiteman Osterman & Hanna Devorsetz Stinziano Gilberti Heintz & Smith, P.C.
One Commerce Plaza 555 East Genesee Street
Albany, New York 12260 Syracuse, New York 13202-2159
(518) 487-7600 (315) 442-0100
Attorneys for Plaintiffs Attorneys for Defendants
SO ORDERED this day ___ of
____________, 1999
- --------------------------
United Stated District Judge
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Exhibit C
[ ADIRONDACK FINANCIAL SERVICES BANCORP, INC LETTERHEAD]
CONTACT: Lewis E. Kolar For Immediate Release
President and Chief Executive Officer April 26, 1999
Adirondack Financial Services Bancorp, Inc.
(518) 725-6331
ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
LITIGATION IS SETTLED
Adirondack Financial Services Bancorp, Inc. (the "Company") announced
today that it has entered into a Standstill and Settlement Agreement (the
"Agreement") with John D. Shepherd and several other investors settling the
outstanding litigation against the Company. Mr. Shepherd had previously filed a
lawsuit (the "Litigation") against the Company entitled John D. Shepherd v.
Adirondack Financial Services Bancorp, Inc. and Richard D. Ruby, as Chairman of
the Board of Directors of Adirondack Financial Services Bancorp, Inc. in the
United States District Court for the Northern District of New York. The other
parties to the Agreement include, among others, Leslie M. Apple, Henry J.
MacDonald and Morris Massery (collectively, the "Investors").
Under the terms of the Agreement, Mr. Shepherd and the Investors agreed to
dismiss the Litigation with prejudice in exchange for the payment of Mr.
Shepherd's legal fees. In addition, Mr. Shepherd and the Investors generally
agreed that, unless the price per share of the Company's upcoming merger with
CNB Bancorp is less than $20.00 per share, until October 31, 1999, they will
not, among other things, participate in any litigation against the Company,
solicit proxies against the Company, make any nominations for directors of the
Company, or solicit any other merger offers for the Company. The parties to the
Agreement also agreed, for the same time period and subject to the same
conditions, to vote with the Company's Board of Directors on all shareholder
elections, including the merger with CNB Bancorp.
According to Lewis E. Kolar, the Company's President and Chief Executive
Officer, "the Board of Directors strongly believes that it is in the best
interests of shareholders to complete the merger with CNB as quickly as
possible. We believe that this agreement will facilitate the completion of that
transaction."
According to Leslie M. Apple, one of the Investors and an attorney for Mr.
Shepherd "while we continue to believe that Mr. Shepherd's lawsuit has merit,
this settlement will enable the Company to complete the CNB merger. At the same
time, we have reserved our rights in the event the final merger price is less
than $20.00 per share."
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