<PAGE>
EXHIBIT 99.1
------------
DAVID BIJAN MOVTADY
c/o Golden National Mortgage Banking Corp.
One Huntington Quadrangle
Melville, New York 11747
January 11, 2001
PERSONAL AND CONFIDENTIAL
-------------------------
Ms. B. Seema Parikshak
Olive Corporate Finance
201 North Illinois Street
Sutie 700
Indianapolis, Indiana 46244-0998
Re: C G B & L Financial Group, Inc.
-------------------------------
Dear Ms. Parikshak:
I appreciate your consideration of my proposal to acquire C G B & L
Financial Group, Inc. ("CG Financial"), the parent of Cerro Gordo Building &
Loan, s.b. (the "Bank"). This letter of intent is intended to serve as an
outline of the terms and conditions that I believe should be considered in
structuring the transaction and preparing a definitive agreement. The
acquisition would be structured as a merger of CG Financial into a newly formed
acquisition company that I would own. If CG Financial would prefer to use a
different structure, I would of course consider your proposal. Assuming CG
Financial and the Bank continue to be operated in the ordinary course of
business and without regard to the structure actually employed, I would pay an
aggregate purchase price of $2,346,374 in cash (consisting of $23.00 per share
for each share of CG Financial's outstanding common stock and the remaining
purchase price to be used to cash out the currently outstanding options to
purchase 9,900 shares of CG Financial common stock) at closing and would
anticipate that the acquisition would be consummated during the first half of
2001. It is my present intent that the Bank's employees, including senior
management, would be retained and that the Bank would continue to be operated as
an independent bank. I look forward to discussing my plans for the Bank with
current management and anticipate providing appropriate assurances to senior
management after our discussions.
Because the proposal expressed above is based primarily upon my review
of limited publicly available information, as a manner of prudent business
judgment, I would expect that prior to the execution of a definitive agreement I
would be given an opportunity to conduct a due diligence review of CG Financial
and the Bank. All information and data would, of course, be treated with the
utmost confidentiality and I am prepared to sign a mutually acceptable
confidentiality agreement.
3 of 6
<PAGE>
If the results of the due diligence review are satisfactory to me, I
would present a draft of a definitive agreement to CG Financial for its
consideration. The agreement would set forth customary representations,
warranties and covenants, as well as the terms and conditions which are
highlighted in this letter of which are appropriate in light of my findings
during my due diligence review including a condition that I receive all
necessary regulatory approvals. The definitive agreement will also contain a
provision that would entitle CG Financial to receive liquidated damages in the
amount of $100,000 in the event that I do not consummate the acquisition of CG
Financial, provided CG Financial is in compliance with all of the obligations
under the definitive agreement. I anticipate that the parties would use their
best efforts to sign a definitive acquisition agreement as soon as possible, but
not later then thirty (30) days after the acceptance by you of this letter.
Once the definitive affiliation agreement is executed, I would seek to obtain
approval of the proposed transaction from appropriate regulatory authorities and
then proceed to closing. To achieve the most favorable reaction from the
community as well as your customers, I would treat this matter with the utmost
confidentiality until we jointly agree on the format of my public announcement
to be made concerning the proposed transaction. To this same end, during the
period ending the 30th day following your acceptance of this letter, you agree
that none of the stockholders, directors, officers, representatives or agents of
CG Financial or the Bank will negotiate with any party other than me with
respect to the sale of additional stock or a significant portion of their assets
or any merger, consolidation or other business combination involving CG
Financial or the Bank.
Although this letter (other than the immediately preceding paragraph)
is not intended to create any binding obligation on any person, I believe that
it summarizes my proposal as it relates to the structure of the proposed
acquisition and the development of a definitive agreement.
If you believe this letter sufficiently addresses your needs and you
desire as I do, to move forward with due diligence and the development of a
definitive agreement, please sign and return a copy of this letter before the
close of business on January 11, 2001. If we have not received your positive
response by that time, this offer will terminate.
4 of 6
<PAGE>
Thank you in advance for your consideration. In the meantime, please
contact me at your convenience if you have any question regarding this letter of
intent.
Very truly yours,
/s/ David Dijan Movtady
David Bijan Movtady
This letter of intent is agreed to and
accepted on, this 11th day of January, 2001
CGB&L FINANCIAL GROUP, INC.
By: /s/ Maralyn F. Heckman
------------------------------------
Name: Maralyn F. Heckman
--------------------------------------
Title: President
-------------------------------------
5 of 6
