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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): December 18, 1995
EAGLE FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-15311 06-1194047
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
222 Main Street, P.O. Box 1157, Bristol, Connecticut 06010
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (860) 314-6400
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Item 5. Other Events.
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On December 18, 1995, Eagle Financial Corp. announced that its
wholly owned subsidiary, Eagle Federal Savings Bank (the "Bank"), entered into a
definitive agreement with Union Savings Bank of Danbury, Connecticut ("Union
Savings"), to sell the deposits, certain deposit related loans and the seven
branch offices operated by Eagle in the Danbury, Connecticut banking market
area.
The seven branch offices are located in Brookfield, Danbury
(3), New Fairfield, Newtown and Ridgefield, Connecticut, and have approximately
$181 million of deposits. Union Savings will pay a deposit premium of nine
percent of the deposit liabilities assumed. Union Savings will purchase all real
property and assume all lease obligations related to the seven branch offices.
Furthermore, Union Savings will acquire certain deposit related loans attributed
on the records of the Bank to the seven branches, including loans secured by
deposit accounts, loans created as a result of an overdraft of a check or
similar instrument and loans created by writing a check or similar instrument
utilizing an established line of credit.
The December 18, 1995 press release is attached as Exhibit 99.
The terms of the transaction are as set forth in the definitive agreement with
Union Savings, a copy of which is attached as Exhibit 2 and incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
2. Purchase and Assumption Agreement between Eagle
Federal Savings Bank and Union Savings Bank of
Danbury*
99. Press Release dated December 18, 1995
* All schedules to the Agreement are omitted, but are listed therein. Pursuant
to Item 601(b)(2) of Regulation S-K (17 C.F.R. ss. 226.601(b)(2)), Eagle
Financial Corp. will furnish supplementally a copy of any omitted schedule to
the Commission upon request.
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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.
Date: February 29, 1996 EAGLE FINANCIAL CORP.
By: /s/ Robert J. Britton
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Robert J. Britton
President and Chief Executive
Officer
Attest:
/s/ Mark J. Blum
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Mark J. Blum
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Page Number in
Exhibit Number Exhibit Sequential Numbering System
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2. Purchase and Assumption Agreement
between Eagle Federal Savings Bank and Union
Savings Bank of Danbury
99. Press Release dated December 18, 1995
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PURCHASE AND ASSUMPTION AGREEMENT
THIS PURCHASE AND ASSUMPTION AGREEMENT is entered into this 18th day of
December 1995, between EAGLE FEDERAL SAVINGS BANK, a federally chartered capital
stock savings bank having its principal office in Bristol, Connecticut
("Eagle"), and UNION SAVINGS BANK OF DANBURY, a Connecticut chartered mutual
savings bank having its principal office in Danbury, Connecticut ("Union").
Eagle and Union are hereinafter sometimes collectively referred to as the
"Constituent Entities."
WHEREAS, Eagle wishes to sell the deposits, certain deposit related
loans and the seven branch banking offices operated by it in the Danbury market
area, as listed on Exhibit A hereto (the "Danbury Offices");
WHEREAS, Union wishes to purchase the deposits, certain deposit related
loans and the Danbury Offices;
NOW, THEREFORE, in consideration of the foregoing, of the mutual
agreements, covenants, representations, warranties and conditions contained
herein, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Constituent Entities agree as
follows:
ARTICLE I
TRANSFER OF ASSETS AND ASSUMPTION OF DEPOSIT LIABILITIES
1.01 Effective Date. Except as otherwise provided herein, the closing
date (hereinafter referred to as the "Effective Date") shall be: (i) the last
business day of the first full week following the date on which all regulatory
approvals for this transaction have been obtained and all regulatory waiting
periods have expired, so that this transaction may be legally consummated in
accordance with the terms of this Agreement, but not earlier than January 19,
1996; or (ii) such later date as may be mutually agreed to by the Constituent
Entities; provided, however, that Eagle may extend the Effective Date so that it
will occur not later than five business days after the consummation of Eagle's
acquisition of five branch banking offices in the Hartford market area in the
Fleet/Shawmut Divestiture (as defined), with such extension not to be to a date
later than March 31, 1996.
1.02 Purchase of Assets.
(a) Eagle agrees that, subject to the terms and conditions of this
Agreement, it will validly sell, assign, transfer, convey and deliver to Union,
as of the close of business on the Effective Date:
(i) all of its rights, title and interest in all real
property pertaining to the two owned Danbury Offices;
and
(ii) all of its rights, title and interest, as lessee,
under the real estate leases pertaining to the five
leased Danbury Offices, together with all of Eagle's
leasehold improvements thereon (none of which is
owned by the landlord), which leases are listed in
Exhibit B hereto, copies of which have previously
been provided to Union; and
(iii) all of its rights, title and interest in and to all
of the furniture, fixtures and equipment used in the
operation of the Danbury Offices
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as listed on Exhibit C (excluding the automated
teller machines and data processing equipment at in
all seven Danbury Offices and the furniture on the
second floor of the Danbury Main Office).
(b) Union agrees that on the Effective Date, subject to the terms and
conditions of this Agreement, to pay to Eagle for the real property, leasehold
improvements, furniture, fixtures and equipment (i) an aggregate amount of fair
market value as mutually agreed upon or (ii) absent agreement as to such amount,
an aggregate amount as determined by a jointly selected independent appraisal
firm, but not less than the net book value thereof on Eagle's books at September
30, 1995, which was as follows: real property $582,000, leasehold improvements
$15,000, and furniture, fixtures and equipment $177,000. If such independent
appraisal firm has not been jointly selected within 15 days of the date hereof,
Eagle and Union shall each select a separate independent appraisal firm, and
such separate firms shall then promptly select a third independent appraisal
firm to make the appraisal provided for in this paragraph (b).
1.03 Assumption of Deposit Liabilities.
(a) Union agrees, subject to the terms and conditions of this
Agreement, to assume and to pay, perform and discharge all deposit liabilities
of Eagle, including accrued interest, attributed on the records of Eagle to the
Danbury Offices at the close of business on the Effective Date.
(b) Union further agrees, subject to the terms and conditions of this
Agreement, to pay to Eagle, on the Effective Date, a premium equal to nine
percent of the daily average of all deposit liabilities, including accrued
interest, attributed on the records of Eagle to the Danbury Offices for the
period commencing at the close of business on November 30, 1995 and ending at
the close of business on the Effective Date.
(c) The amounts paid under Sections 1.03 (a) and (b) on the Effective
Date shall be based on Eagle's estimates of the amounts of the deposit
liabilities and accrued interest, with an adjustment to be made based on the
actual amounts within ten business days of the Effective Date.
1.04 Purchase of Loans.
(a) In addition to the purchase of assets and assumption of deposit
liabilities described above, Union shall purchase on the Effective Date certain
deposit related loans attributed on the records of Eagle to the Danbury Offices.
These loans shall consist of: (i) loans secured by deposit accounts, including
but not limited to, savings accounts and certificates, at the Danbury Offices,
(ii) loans created as a result of an overdraft on a check or similar instrument
on an account at the Danbury Offices, and (iii) loans created by writing a check
or similar instrument on an account at the Danbury Offices, utilizing an
established line of credit. A list of such loans will be provided to Union. Each
loan referred to in clause (i) shall be fully secured by a deposit account or
accounts pursuant to a valid written agreement with the borrower. Each line of
credit loan referred to in clause (iii) shall be pursuant to a valid written
agreement with the borrower. Eagle represents that copies of all forms of
written agreements used for such line of credit loans have been provided to
Union. The respective aggregate amounts of such loans were as follows:
$1,073,000 at December 4, 1995 as to loans referred to in clause (i), $7,269 at
December 7, 1995 as to loans referred to in clause (ii), and $440,000 at
December 7, 1995 as to the 374 loans referred to in clause (iii), with $398,000
in available but unused credit lines. Eagle's policy is not to permit overdrafts
in excess of $50 per account. In the case of three line of credit loans with
credit limits of
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$50,000 or more, Union's obligation to purchase such loans shall be subject to
satisfactory completion of due diligence by Union, which Union will promptly
perform.
(b) All loans (and any notes, other evidences of indebtedness or
security instruments associated therewith) transferred to Union on the Effective
Date pursuant to Section 1.04(a) shall be transferred without recourse and
without any warranties or representations as to the collectability of any such
loans or the creditworthiness of any such obligors, except for overdraft loans
referred to in clause (ii) of Section 104(a) and line of credit loans referred
to in clause (iii) of Section 1.04(a) which are more than 30 days contractually
delinquent at the close of business on the Effective Date. Eagle shall indemnify
Union against any loss incurred as to the outstanding amounts on the Effective
Date of any such overdraft loans and of any such delinquent line of credit
loans, unless within 90 days of the Effective Date such outstanding amounts of
overdraft loans have been paid and such outstanding amounts of line of credit
loans have been brought current. Union agrees to use its best reasonable efforts
promptly to collect such outstanding amounts.
(c) The purchase price for each loan purchased pursuant to Section
1.04(a) shall be equal to the unpaid principal balance plus accrued and unpaid
interest as of the close of business on the Effective Date.
(d) The amount paid or offset under Section 1.04(c) on the Effective
Date shall be based on Eagle's estimates of the amount of all loans to be
purchased under Section 1.04(a), with an adjustment to be made based on the
actual amount within ten business days of the Effective Date.
1.05 Obligations of Eagle on the Effective Date. On the Effective Date,
Eagle will:
(a) deliver to Union such of the assets purchased as shall be capable
of physical delivery;
(b) execute, acknowledge (if appropriate) and deliver to Union a bill
of sale as set forth in Exhibit D hereto and all customary deeds (special
warranty), endorsements, assignments or other instruments of conveyance,
assignment and transfer as shall be reasonably necessary or advisable to
consummate the sale and transfer to Union of the purchased assets; such lease
assignments to be in substantially the form of Exhibit E hereto; and such other
documents to be in forms reasonably satisfactory to Union.
(c) make available to Union immediately available funds as soon as
possible on the Effective Date equal to the deposits plus accrued interest
assumed by Union under Section 1.03(a) LESS the sum of: (i) the purchase price
for the loans to be assumed pursuant to Section 1.04(a), (ii) the payment for
the assets set forth in Section 1.02(b), (iii) the deposit premium determined
pursuant to Section 1.03(b) and (iv) cash at the Danbury Offices at the close of
business on the Effective Date; provided, that if such funds are not made
available on the Effective Date in time to permit same day investment by Union
at the Federal Home Loan Bank of Boston, unless the delay is caused by Union,
interest at the Federal Home Loan Bank at Boston roll over rate shall be paid by
Eagle to Union until the next business day after the Effective Date or, at
Eagle's option, the Effective Date may be delayed until such next business day.
(d) assign and deliver to Union all collateral security of any nature
whatsoever held by Eagle as collateral security for all loans being purchased by
Union;
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(e) assign, transfer and deliver to Union such of the following records
and documents pertaining to the deposit liabilities to be assumed by Union and
loans to be purchased by Union and any other records or documents reasonably
requested by Union as exist and are in Eagle's possession, and as are necessary
to enable Union to service such deposit accounts and loans on a continuing
basis:
(i) Originals (or copies where appropriate) of signature
cards, retirement account files, orders and contracts
between Eagle and customers of accounts to be
transferred hereunder, taxpayer identification number
certifications and historical records and documents
relating thereto;
(ii) The form of rules and regulations and disclosures
applicable to the accounts to be transferred
hereunder;
(iii) Loan files and other historical records and
documents, including original notes or similar
instruments; and
(iv) Data as to escheat law compliance.
Union agrees that it will preserve and safely keep, for as long as may
be required by applicable law, all of the signature cards, orders, contracts,
forms, taxpayer identification number certifications, and records hereinabove
referred to for the joint benefit of itself and Eagle, and that it will permit
Eagle and its representatives, subject to applicable law, to inspect, and make
extracts from or copies of, any such signature cards, orders, files, contracts,
forms, taxpayer identification number certifications or records, at any
reasonable time, as shall be reasonably necessary to Eagle for purposes of its
records. Eagle agrees that it will preserve and safely keep, for as long as may
be required by applicable law, all of the files, books of accounts and records
as exist and are in Eagle's possession pertaining to the past history of the
accounts transferred hereunder, including deposit slips, canceled checks or
withdrawal orders, for the joint benefit of itself and Union, and that it will
permit Union and its representatives, subject to applicable law, to inspect, and
make extracts from or copies of, any such files, books of accounts or records,
at any reasonable time, as shall be reasonably necessary to Union for purposes
of its records.
1.06 Safe Deposit Boxes and Safekeeping Items.
(a) Eagle agrees on the Effective Date to transfer and deliver to Union
all safe deposit boxes at the three Danbury Offices (i.e., the Brookfield, Mill
Plain and Newtown Offices) maintaining safe deposit boxes for customers,
together with all contracts, records, master keys and, as to unrented boxes,
customer keys relating thereto.
(b) Union agrees to assume, honor, and discharge, after the Effective
Date, the duties and obligations of Eagle with respect to such safe deposit
boxes, and shall be entitled to any right or benefit arising henceforth from
such safe deposit business after the Effective Date.
(c) There are no safekeeping activities conducted by Eagle at the
Danbury Offices other than its safe deposit business.
(d) Net prepaid safe deposit rental income shall be allocated pro rata
between the Constituent Entities as of the Effective Date, with such amount to
be paid by Eagle to Union within ten business days of the Effective Date.
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1.07 Assumption Agreement. To evidence the assumption by Union of the
liabilities and obligations of Eagle assumed pursuant to this Agreement, Union
will execute, acknowledge, and deliver to Eagle, on the Effective Date, an
assumption agreement in substantially the form attached hereto as Exhibit F.
1.08 Certain Transitional Matters. Following the Effective Date:
(a) Union agrees to honor in accordance with law, up to the collected
amount on deposit (and any other funds available by reason of any agreement
between the depositor and Eagle), all properly drawn and presented checks,
drafts, electronic debits and credits and withdrawal orders presented to Union
by mail, over its counters, through the check clearing system, and Automated
Clearing House of the banking industry, by depositors of the accounts assumed,
whether drawn on the checks, withdrawal or draft forms provided by Eagle, or by
Union, and in all other respects to discharge, in the usual course of the
banking business, the duties and obligations of Eagle with respect to the
balances due and owing to the depositors whose accounts are assumed by Union.
Union's obligation under this Section 1.08(a) to honor checks, withdrawals,
draft forms and electronic debits and credits provided by Eagle and carrying its
imprint shall expire at the close of business on the 90th business day after the
Conversion Date (as defined below) or a date mutually agreeable to both
Constituent Entities.
(b) Within five business days before the Effective Date, Union shall,
at its own cost and expense, have the right to provide notice regarding the
pending assumption to each depositor of an account to be assumed, which notice
shall be reasonably acceptable to Eagle as to form and content. On or as soon as
practicable after the Effective Date, Union shall begin processing checks drawn
on the assumed accounts on the forms of Union. The date on which Union begins
processing checks on its forms is called the "Conversion Date." Prior to the
Conversion Date, depositors whose deposit accounts have been assumed by Union
may continue to draw checks on the assumed accounts using the forms of Eagle,
provided that after the Effective Date, the cost of processing checks drawn on
the assumed accounts and the payment of such checks shall be the responsibility
of Union.
If after the Conversion Date, any such depositors continue to use
checks on forms of Eagle, or otherwise demand payment from Eagle for all or any
part of any such assumed deposit liabilities, Eagle shall not be responsible or
liable for making such payment. Instead, at any time up to and including the
90th business day after the Conversion Date, or a date mutually agreeable to
both parties, Eagle shall assume custody of the check or other item presented
for payment, including electronic items, on an account which has been
transferred with the Danbury Offices, batch such items in a manner that is
mutually agreed upon by both parties, and make them available to Union in such
manner and at such time and place as shall be mutually agreed upon by both
parties, in order to allow Union sufficient time to process such items in
accordance with applicable statutes, regulations, and clearing house agreements
to which Union is subject.
In order to reduce the continuing charges to Eagle through the check
clearing system of the banking industry which will result from check forms of
Eagle being used after the Conversion Date by the depositors whose accounts are
assumed, Union agrees, at its cost and expense, and without cost to depositors,
prior to the Conversion Date but not earlier than five business days prior to
the Effective Date (and only with the express written consent of Eagle if prior
to the Effective Date, which consent shall not be unreasonably withheld), to
furnish each depositor of an assumed account with not less than 50 checks on the
forms of Union, with instructions to utilize Union's checks and to destroy
unused checks of Eagle after the Conversion Date or a date mutually agreeable to
both parties. Eagle hereby agrees that after
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the 90th business day after the Conversion Date or a date mutually agreeable to
both parties, it shall, with respect to any check or other item presented to it
for payment on an account which has been transferred with the Danbury Offices,
at its sole option, either: (i) return such check or other item with reference
to the maker thereof; or (ii) assume custody thereof, batch the same in a manner
that is mutually agreed upon by Union and Eagle, and make it available to Union
in such manner and at such time and place as shall be mutually agreed upon by
Eagle and Union, in order to allow Union sufficient time to process such items
in accordance with applicable statutes, regulations, and clearing house
agreements to which Union is subject.
(c) Union agrees, no later than the start of the second business day
after demand by Eagle, to pay Eagle an amount equivalent to the amount of any
uncollected item included in a depositor's balance on the Effective Date which
is returned after the Effective Date as not collected. Union shall be required
to make such payment for an item only up to the amount on deposit with Union at
the time Eagle makes the demand aforesaid and for any item paid before the
expiration of a hold properly placed on the depositor's account by Eagle prior
to the close of business on the Effective Date.
(d) If the balance due on any loan purchased pursuant to Section
1.04(a) has been reduced by Eagle as a result of a payment by check received
prior to the Effective Date, which item is returned after the Effective Date as
uncollected, the asset value represented by the loan transferred shall be
correspondingly increased and an amount in cash equal to such increase shall be
paid by Union to Eagle after the Effective Date upon demand.
1.09 Indemnification.
(a) Eagle shall indemnify, hold harmless and defend Union from and
against all losses and liabilities, including reasonable legal fees and
expenses, arising out of any actions, suits or proceedings commenced on or prior
to the Effective Date (other than proceedings to prevent or limit the
consummation of this Agreement) relating to actions or omissions involving
operations at the Danbury Offices or to the assets transferred or the
liabilities assumed pursuant to this Agreement, and Eagle shall indemnify, hold
harmless and defend Union from and against all losses and liabilities (including
reasonable legal fees) arising out of any actions, suits or proceedings
commenced after the Effective Date but which relate to actions or omissions on
or prior to the Effective Date involving operations at the Danbury Offices or
the assets transferred or the liabilities assumed pursuant to this Agreement.
Eagle agrees further to indemnify, hold harmless (and where applicable defend)
Union against all claims, losses, liabilities (including reasonable legal fees
and expenses) and obligations resulting from any material breach of any
agreement or warranty made by Eagle in this Agreement or in any document
delivered to Union hereunder or resulting from the material inaccuracy of any
representation made in this Agreement or in any document delivered by Eagle to
Union hereunder. Union will give Eagle written notice of a threatened or pending
injury within 30 days of become aware of such pending or threatened injury
(except in the case where Union's first notice is its receipt of the complaint
in which case such time for giving notice shall be 15 days of its learning of
such threatened or pending injury), together with a general statement of facts
known to it regarding such threatened or pending injury. Eagle will then have 45
days from the date it received such notice to investigate the threatened or
pending claim and determine whether it will elect to assume the defense of the
matter involving such threatened or pending injury. If it does so elect, Eagle
will be given Union's full cooperation and assistance in maintaining such
defense. Unless such settlement contains a full release of Union, Eagle shall
not settle a claim without the prior written consent of Union, which consent
shall not be unreasonably withheld. Eagle shall not be liable for any amounts in
settlement of a claim or action as described above if such settlement is
effected without Eagle's prior written consent, which consent shall not be
unreasonably
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withheld. It is understood that the obligations of Eagle under this paragraph
shall survive the Effective Date.
(b) Union shall indemnify, hold harmless and defend Eagle from and
against all claims, losses, liabilities and obligations (including reasonable
legal fees and expenses), which Eagle may incur relating to actions or omissions
after the Effective Date involving operations at the Danbury Offices or the
assets transferred or the liabilities assumed pursuant to this Agreement. Union
agrees further to defend, indemnify, hold harmless (and where applicable defend)
Eagle against all claims, losses, liabilities (including reasonable legal fees
and expenses) and obligations resulting from any material breach of any
agreement or warranty made by Union in this Agreement or in any document
delivered to Eagle hereunder or resulting from the material inaccuracy of any
representation made in this Agreement or in any document delivered by Union to
Eagle hereunder. Eagle will give Union written notice of a threatened or pending
injury within 30 days of becoming aware of such pending or threatened injury
(except in the case where Eagle's first notice is its receipt of a complaint, in
which such time for giving notice shall be 15 days) of its learning of such
threatened or pending injury, together with a general statement of facts known
to it regarding such threatened or pending injury. Union will then have 45 days
from the date it receives such notice to investigate the threatened or pending
injury to determine whether it will elect to assume the defense of the matter
involving such threatened or pending injury. If it does so elect, Union will be
given Eagle's full cooperation and assistance in maintaining such defense.
Unless such settlement contains a full release of Eagle, Union shall not settle
a claim without the prior written consent of Eagle, which consent shall not be
unreasonably withheld. Union shall not be liable for any amounts in settlement
of a claim or action as described above if such settlement is effected without
Union's prior written consent, which consent shall not be unreasonably withheld.
It is understood that the obligations of Union under this paragraph shall
survive the Effective Date.
1.10 Prorata Adjustment of Certain Expenses Relating to the Danbury
Offices. All rents, real estate taxes, FDIC insurance premiums (with an
adjustment for related rebates or credits, if any, applicable to such period),
utility payments, service contracts, common area expenses and similar expenses
relating to the Danbury Offices shall be prorated between the Constituent
Entities as of the Effective Date. Eagle has service contracts as to building
cleaning, furniture, fixtures and equipment maintenance, and armored car/courier
services. Copies of such contracts have been provided to Union. To the extent
requested by Union, Eagle will give notice to terminate such service contracts
as of the Effective Date or as soon thereafter as permitted by such contracts.
To the extent such contracts continue after the Effective Date, Union shall be
responsible for payments thereunder after the Effective Date.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF EAGLE
Eagle hereby represents and warrants to Union as follows:
2.01 Corporate Organization and Powers. Eagle is a federally chartered
capital stock savings bank duly organized, validly existing and in good standing
under the laws of the United States of America and the rules and regulations of
the Office of Thrift Supervision ("OTS"). Eagle has the corporate power and
authority to own its properties, to effect the transactions contemplated hereby
and carry on its business as presently conducted. Eagle is a Savings Association
Insurance Fund ("SAIF") member institution.
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2.02 Leases; Title to Property; Encumbrances.
(a) Eagle has good and marketable title (subject only to customary
title exceptions, which do not materially and adversely affect the marketability
thereof), or lease, to the real property, leasehold improvements, furnishings,
equipment and other assets to be transferred to Union pursuant to this
Agreement, and in each case subject to no mortgage, pledge, lien, security
interest, conditional sale agreement or encumbrance, which would interfere with
or otherwise prevent Union from having quiet enjoyment of the real estate,
ownership possession and quiet enjoyment of the other assets or ownership of the
deposit or the safe deposit business to be transferred in accordance with this
Agreement. In the case of the Mill Plain Office, Eagle's ownership is through an
industrial condominium.
(b) Eagle has delivered to Union complete and correct copies of the
leases on the five leased Danbury Offices. These leases are listed in Exhibit B
attached hereto. All payments required to be made by Eagle under such leases are
current. All such leases are valid and there does not exist with respect to
Eagle's obligations thereunder, or to the knowledge of Eagle (not having made
any specific investigation for this purpose), with respect to the obligation of
any lessor thereunder, any material default or event or condition which, after
notice or lapse of time or both, would constitute a material default thereunder
and, to the knowledge of Eagle (not having made any specific investigation for
this purpose), there is no condemnation proceeding pending or threatened which
would preclude or impair the use of the Danbury Offices as presently being used
in the conduct of the business of Eagle.
(c) The real property, real estate leasehold improvements, banking
equipment, fixtures, and furniture being sold are all of the physical assets
owned by Eagle and used by it to conduct the business of the Danbury Offices as
of the date hereof; the banking equipment comprising part of the assets being
sold is in operating condition and repair, giving consideration to its age and
use and subject to ordinary wear and tear. Union, however, acknowledges and
agrees that all such property is being sold "as is" and without any warranties,
express or implied, other than those specified in this Agreement or in any
document delivered pursuant hereto.
(d) The Danbury Offices comply in all material respects with all
applicable zoning, building, fire and similar regulations relating to the
Danbury Offices.
2.03 No Violation. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
violate or conflict with: (i) the charter or bylaws of Eagle; (ii) any provision
of any agreement or any other restriction of any kind to which Eagle is a party
or by which Eagle is bound under any material agreement; or (iii) any statute,
law, decree, regulation or order of any governmental authority known to Eagle,
once the governmental consents referred to in this Agreement are obtained; or
will result in a default under, or cause the acceleration of the maturity of,
any obligation or loan to which Eagle is a party.
2.04 Corporate Authority. The execution and delivery of this Agreement,
and the consummation of the transactions contemplated hereby, have been duly
authorized by the Board of Directors of Eagle. No further corporate
authorization on the part of Eagle is necessary to consummate these
transactions.
2.05 Disclosure. No representation or warranty of Eagle contained in
this Agreement, nor any schedule, exhibit or other document furnished or to be
furnished by
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Eagle, contains or will contain any untrue statement of a material fact or omits
or will omit a material fact necessary in order to make the statements contained
therein not misleading.
2.06 Non-Solicitation of Business. Eagle will not, for one year
subsequent to the Effective Date, directly compete for the banking business of
customers whose deposit accounts have been transferred hereunder. It is the
intention of the parties that Eagle shall not directly solicit customers whose
deposits are being transferred, but Union recognizes and agrees that Eagle
cannot control mass mailing, distribution of statement "stuffers" of a general
nature or other advertising materials to persons who also hold deposits at other
branches of Eagle or newspaper, radio and television advertisements of a general
nature, and that Eagle cannot control the solicitation of such customers who
enter other premises of Eagle or make telephone inquiries of Eagle. Nothing in
this paragraph shall preclude Eagle from servicing customers of the Danbury
Offices who have a borrowing relationship with Eagle or from engaging in loan
origination activities not specifically targeted at customers of the Danbury
Offices.
2.07 Restriction on New Danbury Offices. Eagle shall not open a new
branch banking or loan production office within the Danbury market area for a
period of one year following the Effective Date. This restriction shall not
preclude Eagle from acquiring or being acquired by another financial institution
which may have banking or loan production offices within such market area.
2.08 No Litigation. There is no action, suit, proceeding, inquiry or
investigation, at law or in equity, or before any court, public board or body
pending, or to the knowledge of Eagle threatened, against Eagle, wherein an
unfavorable decision, ruling or finding would materially and adversely affect
the transactions contemplated by this Agreement (including the value of the
assets being acquired and deposit liabilities being assumed hereunder) or
adversely affect the validity or enforceability of this Agreement or any
document necessary to consummate the transactions contemplated herein or any
approval, consent or permission required to be obtained by Eagle hereunder.
2.09 Taxes. All real estate and income taxes owed by Eagle relating to
the Danbury Offices (including the assets being acquired and the deposit
liabilities being assumed) are current, and all tax payments due have been paid
by Eagle.
2.10 Environmental Matters. Except as set forth in Exhibit G hereto, no
condition exists at any of the Danbury Offices with respect to the storage or
release into the earth or its atmosphere of effluent, waste or other Hazardous
Material (as defined below), solid, liquid or gaseous, nor has any such material
been disposed of or released at any of the Danbury Offices in a manner which
could reasonably be expected in the future to cause either Eagle or Union to be
liable for investigation, remediation, damages, fines or penalties or to incur
any expenses (including, but not limited to, legal and environmental engineering
and consulting fees) in connection therewith. The term "Hazardous Material"
shall mean oil, petroleum, or any hazardous waste or hazardous substance
regulated by any state, federal, or local environmental laws, regulations, or
ordinances of any nature whatsoever (the "Environmental Laws"). Eagle has not
received any notice, nor is any such notice known to Eagle to be pending, from
any governmental, public or private body claiming any violation or potential
violation of any of the Environmental Laws. To Eagle's knowledge, each of the
Danbury Offices is free of asbestos, PCBs, methylene chloride,
trichloroethylene, 1,2 trans-dichloroethylene, dioxins, dibenzofurans, and any
"extremely hazardous substance" within the meaning set forth in Section 302 of
the Emergency Planning and Community Right-to-Know Act of 1986, as amended (the
"Emergency Act"). There are no environmental permits relating to the business of
any of the Danbury Offices. There are no underground
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improvements, including but not limited to any treatment or storage tank or
water, gas or oil well or aboveground storage tank, known to Eagle to be located
at any of the Danbury Offices. None of the Danbury Offices constitutes an
"establishment" under the provisions of the Connecticut Transfer Act,
Connecticut General Statutes Sections 22a-134 through 22a-134e, as amended by
Public Act 95-183 (the "Transfer Act"). To Eagle's knowledge, no condition
exists at any of the Danbury Offices which would require investigation,
remediation, or post-remediation monitoring under any of the Environmental Laws,
including, but not limited to, the Connecticut Department of Environmental
Protection's Proposed Remediation Standard Regulations dated October 3, 1995 and
all amendments thereto and substitutions therefor.
2.11 Administration of Deposits, Safe Deposit Boxes and Loans. Eagle
has administered the deposits, safe deposit boxes and loans at the Danbury
Offices to be transferred to Union in all material respects in accordance with
the customer agreements or loan forms relating thereto, copies of which have
been provided to Union. Eagle has conducted business at the Danbury Offices
related to such deposits, safe deposits and loans in material compliance with
all applicable law.
2.12 Limitation of Warranties. Except as may be expressly represented
or warranted by Eagle in this Agreement, or in any document delivered pursuant
hereto, Eagle makes no representations or warranties whatsoever with regard to
any assets being transferred to Union, or as to any liability or obligation
being assumed by Union.
2.13 Employees. Eagle has paid all employment related taxes for the
employees at the Danbury Offices and has funded all benefit plans related to
such employees, except for taxes or funding not yet due; such taxes or funding
which are not yet due will be paid on a timely basis by Eagle through the
Effective Date.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF UNION
Union hereby represents and warrants to Eagle the following:
3.01 Corporate Organization. Union is a state chartered mutual savings
institution duly organized, validly existing and in good standing under the laws
of the State of Connecticut. Union has the corporate power and authority to own
or lease its properties, to effect the transactions contemplated hereby and to
carry on its business as presently being conducted. Union is a Bank Insurance
Fund ("BIF") member institution.
3.02 No Violation. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will violate or
conflict with: (i) the charter or the bylaws of Union; (ii) any provision of any
agreement or any other restriction of any kind to which Union is a party to or
by which Union is bound; or (iii) any statute, law, decree, regulation or order
of any governmental authority known to Union, once the governmental consents
referred to in this Agreement are obtained, or will result in a default under,
or cause the acceleration of the maturity of, any obligation or loan to which
Union is a party.
3.03 Corporate Authority. The execution and delivery of this Agreement,
and the consummation of the transactions contemplated hereby have been duly
authorized by the Board of Trustees of Union. No further corporate authorization
on the part of Union is necessary to consummate these transactions.
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3.04 No Litigation. There is no action, suit, proceeding, inquiry or
investigation, at law or in equity, or before any court, public board or body
pending, or to the knowledge of Union threatened, against Union, wherein an
unfavorable decision, ruling or finding would materially and adversely affect
the transactions contemplated by this Agreement or adversely affect the validity
or enforceability of this Agreement or any document necessary to consummate the
transactions contemplated herein or any approval, consent or permission required
to be obtained by Union hereunder.
3.05 Disclosure. Neither this Agreement nor any schedule, exhibit,
certificate or other document furnished or to be furnished by Union on the
Effective Date contains or will contain any untrue statement of a material fact
or omits or will omit a material fact necessary in order to make the statements
contained therein not misleading.
3.06 Limitation of Warranties. Except as may be expressly represented
or warranted by Union in this Agreement, or in any document delivered pursuant
hereto, Union makes no representations or warranties whatsoever with regard to
the transactions provided for in this Agreement.
ARTICLE IV
CONDUCT OF BUSINESS PENDING THE EFFECTIVE DATE
4.01 Conduct of Business by Eagle. Pending the Effective Date, and
except as otherwise consented to by Union, which consent shall not be
unreasonably withheld:
(a) Eagle will carry on the business of the Danbury Offices
substantially in the same manner as on the date hereof, and Eagle will not, with
regard to the Danbury Offices, engage in activities or transactions which would
be outside of the ordinary course of the business of the Danbury Offices as
conducted as of the date hereof, except for activities or transactions
contemplated by this Agreement; and
(b) Eagle will use its best reasonable efforts to preserve its business
operations as conducted at the Danbury Offices and will not engage in marketing
or other activities which would have the effect of materially and adversely
altering the nature, terms and amount of the deposits (including the overall mix
of maturities, deposit sizes and rates of deposits) and assets of the Danbury
Offices. Eagle further agrees to use its best reasonable efforts to preserve for
Union the goodwill of Eagle's customers and others having relations with the
business normally conducted at the Danbury Offices, and to cooperate with and
assist Union in assuring the orderly transition of such business from Eagle to
Union. Nothing in this paragraph shall be construed as requiring Eagle to engage
in any activities or efforts outside of the ordinary course of business as
presently conducted.
(c) Eagle shall not hire new employees at the Danbury Offices, except
with the prior approval of Union which shall not be unreasonably withheld as to
filling essential vacancies that occur between the date hereof and the Effective
Date.
(d) On or prior to January 31, 1996, Eagle will send Form 1099s to all
deposit customers for 1995.
4.02. Form 1099s for 1996. Prior to the Effective Date, Eagle and Union
will mutually agree on procedures to be followed so as to assure that deposit
customers at the Danbury Offices will receive on a timely basis Form 1099s for
the period January 1, 1996 through the Effective Date.
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ARTICLE V
OBLIGATIONS OF THE CONSTITUENT ENTITIES PRIOR TO
AND AFTER EFFECTIVE DATE
5.01 Full Access. Eagle shall afford to the officers and authorized
representatives of Union access to properties, books and records pertaining to
the Danbury Offices in order that Union may have full opportunity to make such
reasonable investigations at such reasonable times as it shall desire, of the
affairs of Eagle relating to the Danbury Offices, and the officers of Eagle will
furnish Union with such additional financial and operating data and other
information as to its business and properties at the Danbury Offices as Union
shall from time to time reasonably request and as shall be available, including,
without limitation, information required for inclusion in all governmental
applications necessary to effect this transaction. If Eagle incurs any
reasonable expenses in providing such additional information, the expenses will
be reimbursed by Union. Eagle shall notify Union in advance of such expenses or
estimates thereof. Nothing in this Section 5.01 shall be deemed to require Eagle
to breach any obligation of confidentiality.
5.02 Regulatory Requirements Applicable to Eagle. Eagle shall prepare
and file, with the assistance of Union, as soon as practicable, but in no event
later than 10 business days following the date of this Agreement, all
applications and/or notice filings required to be submitted by Eagle to the OTS
and any other appropriate regulatory authority in connection with the transfer
of the Danbury Offices to Union. Eagle agrees to use its best reasonable efforts
to obtain all regulatory approvals required for such transfer in a diligent
manner and on a priority basis. Eagle agrees to publish, on a timely basis, all
public notices related to such regulatory applications or filings by Eagle.
5.03 Regulatory Requirements Applicable to Union. Union shall prepare
and file, with the assistance of Eagle, as soon as practicable, but in no event
later than 20 days following the date of this Agreement, all applications and/or
notices filings required to be submitted by Union to the Commissioner of Banking
of the State of Connecticut (the "Commissioner"), the Federal Deposit Insurance
Corporation ("FDIC") and any other appropriate regulatory authority in
connection with the purchase of the Danbury Offices and assumption of deposit
liabilities as provided in this Agreement. Union agrees to use its best
reasonable efforts to obtain all regulatory approvals required for such
transactions in a diligent manner and on a priority basis. Union agrees to
publish, on a timely basis, all public notices related to such regulatory
applications or filings by Union.
5.04 No Solicitations. Prior to the close of business on the Effective
Date, Union agrees not to solicit customers of the Danbury Offices through
advertising specifically referencing or targeted at such customers nor transact
its business in a way which would specifically induce such customers to close
deposit accounts at the Danbury Offices and open accounts directly with Union or
otherwise result in the transfer of all or a portion of existing deposits from
the Danbury Offices to Union. Prior to the close of business on the Effective
Date, Union also agrees not to solicit for employment or service any of the
employees of the Danbury Offices. These limitations shall not preclude Union
prior to the Effective Date, upon reasonable notice to, and in cooperation with
Eagle, as to actions involving Eagle's employees or customers, (i) from meeting
with employees of the Danbury Offices in connection with their employment by
Union after the Effective Date, (ii) from general advertising for employees
where the advertisements are not specifically directed at Eagle's employees at
the Danbury Offices, or (iii) from contacting loan customers with line of credit
loans being transferred to the extent necessary to assure compliance after the
Effective Date with Union's policies as to such loans. If the Conversion Date
will be less than 35 days after the Effective Date, Union (with Eagle's prior
approval, which shall not be unreasonably
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withheld) may contact deposit customers at the Danbury Offices to the extent
necessary to provide them with appropriate legal notice of any check clearing or
other deposit policies of Union that are different from Eagle's so as to enable
Union to implement its policies following the Conversion Date.
5.05 Further Assurance. Both parties hereby agree to execute and
deliver such instruments and take such other actions as the other party may
reasonably require in order to carry out the intent of this Agreement, and Eagle
agrees, at its expense, to provide such bills of sale, acknowledgments and other
instruments or conveyance and transfer as, in the reasonable judgment of Union,
shall be necessary and appropriate to vest in Union legal and equitable title to
the assets of Eagle being sold hereunder, free and clear of all liens and
encumbrances. Union shall be responsible for its costs of examining title,
surveys, recording of documents, etc.
5.06 Retention of Employees. Union agrees to offer employment to all
branch related employees of Eagle at the Danbury Offices, including the vice
president-branch officer, with no reduction in base salary or vacation benefits
and to provide such employees with medical and dental benefits on the same basis
as other Union employees. Union agrees to include such employees in Union's
pension, profit-sharing and other employee benefit plans, with full credit for
years of service with Eagle or its predecessors for purposes of eligibility and
vesting, but not for benefit accrual purposes. Union also agrees to include such
employees under Union's severance policies, with full credit for years of
service with Eagle or its predecessors as to eligibility and termination
benefits. Union agrees to treat employees of the Danbury Offices on a generally
comparable basis with Union's other employees as to future compensation,
promotion, employment retention and other employee benefits. The foregoing shall
not require Union to offer employment to any employee of Eagle who does not meet
Union's minimum employment standards applicable to all employees, or to provide
a guarantee of continued future employment by Union, or to preclude Union from
discharging such an employee in a manner consistent with Union's termination
policies for its other employees. The foregoing shall not require Union to grant
salary increases to the employees at the Danbury Offices to the extent that
their base salaries exceed comparable base salaries of comparable other
employees of Union. References herein to employees at the Danbury Offices
exclude employees based on the second floor of the Danbury Main Office involved
in administrative functions applicable to Eagle's banking operations generally.
5.07 Press Releases. Union and Eagle will cooperate and coordinate all
press releases regarding this transaction.
5.08 SAIF Special Assessment; Entrance/Exit Fees. In the event the
March 31, 1995 date for the SAIF one time special assessment in pending or
similar alternative legislation is changed to a date subsequent to the Effective
Date, Eagle will reimburse Union for such special assessment applicable to the
deposits being assumed by Union under this Agreement. Neither Union or Eagle
shall take any action to cause any BIF or SAIF exit or entrance fees to be
applicable to the assumption of the deposits by Union under this Agreement, and
such deposits shall be reported by Eagle and Union as SAIF deposits for purposes
of calculating future FDIC insurance premiums.
5.09 Cooperation as to Computer Conversion. Union and Eagle shall
cooperate with each other and their respective data processing system servicers
so as to achieve a conversion of all computerized deposit account information
relating to the Danbury Offices from Eagle's servicer to Union's servicer as
soon as practicable after the Effective Date. Eagle shall cause its servicer, at
Union's expense, to continue to service the deposit accounts at the Danbury
Offices after the Effective Date and until such conversion occurs. Union shall
promptly
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reimburse Eagle for all charges made by Eagle's servicer related to servicing
the deposit accounts at the Danbury Offices after the Effective Date and until
such conversion occurs. All direct conversion costs relating to such conversion
shall be paid by Union as to its servicer and by Eagle as to its servicer. Eagle
will cause its servicer promptly to provide Union with a copy of such servicer's
fee schedule that will apply to such deposit accounts during such period.
ARTICLE VI
CONDITIONS TO UNION'S OBLIGATIONS
Each and every obligation of Union under this Agreement to be performed
on or before the Effective Date shall be subject to the satisfaction, on or
before the Effective Date, of the following conditions:
6. 01 Representations and Warranties True: Obligations Performed
(a) The representations and warranties made by Eagle in this Agreement
or in document delivered pursuant hereto shall be true at and as of the
Effective Date as though such representations and warranties were made at and as
of such time, except for any changes permitted by the terms hereof or consented
to by Union.
(b) Eagle shall have performed and complied with all obligations and
agreements required by this Agreement to be performed or complied with by it
prior to or on the Effective Date.
(c) Eagle shall have delivered to Union a certificate of Eagle's Chief
Executive Officer or Chief Financial Officer, dated the Effective Date,
certifying to the fulfillment of the foregoing conditions.
(d) Union shall have received an opinion of counsel for Eagle, dated
the Effective Date, subject to reasonable and customary qualifications and
assumptions, substantially to the effect that (i) Eagle was incorporated and is
validly existing, (ii) Eagle has duly authorized the execution and delivery of
this Agreement, (iii) this Agreement and the instruments delivered by Eagle
pursuant hereto are valid and binding obligations of Eagle enforceable in
accordance with their respective terms , except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
(including, without limitation, the effect of statutory and other law regarding
fraudulent conveyances, fraudulent transfers and preferential transfers) and as
may be limited by the exercise of judicial discretion and the application of
principles of equity including, without limitation, requirements of good faith,
fair dealing, conscionability and materiality (regardless of whether such
agreement is considered in a proceeding in equity or at law), (iv) any consents,
approvals, permissions or authorizations required to be obtained under any
federal or state banking law or regulation for the consummation by Eagle of its
obligations hereunder and the transactions contemplated by Eagle herein have
been obtained, and (v) such counsel is unaware of any action, suit, proceeding,
or investigation, at law or in equity, or before any court or bank regulatory
authority, pending or threatened, against Eagle wherein an unfavorable decision
or ruling would materially and adversely affect the consummation, validity or
enforceability of the transactions contemplated hereby.
6.02 Environmental Tests, Audits and Inspections. Union shall have been
satisfied, in its reasonable discretion, with the results of the environmental
tests, audits and inspections regarding the Danbury Offices as Union, at its
sole cost and expense, may wish to undertake. Union agrees to undertake such
environmental test, audits and inspections
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promptly. Union agrees to provide Eagle promptly with a copy of the results of
such environmental tests, audits and inspections. If Union is not so satisfied
with such results, Union shall promptly advise Eagle in writing, and Eagle shall
have a reasonable opportunity to take action to cure any material problems
reflected in such results.
ARTICLE VII
CONDITIONS TO EAGLE'S OBLIGATIONS
Each and every obligation of Eagle under this Agreement to be performed
on or before the Effective Date shall be subject to the satisfaction, on or
before the Effective Date, of the following conditions:
7.01 Representations and Warranties True: Obligations Performed
(a) The representations and warranties made by Union in this Agreement
or in documents delivered pursuant hereto shall be true at and as of the
Effective Date as though such representations and warranties were made at and as
of such time, except for any changes permitted by the terms hereof or consented
to by Eagle.
(b) Union shall have performed and complied with all obligations and
agreements required by this Agreement to be performed or complied with by it
prior to or on the Effective Date.
(c) Union shall have delivered to Eagle a certificate of Union's Chief
Executive Officer or Treasurer, dated the Effective Date, certifying to the
fulfillment of the foregoing conditions.
(d) Eagle shall have received an opinion of counsel for Union, dated
the Effective Date, subject to reasonable and customary qualifications and
assumptions, substantially to the effect that (i) Union was chartered and is
validly existing, (ii) Union has duly authorized the execution and delivery of
this Agreement, (iii) this Agreement and the instruments delivered by Union
pursuant hereto are valid and binding obligations of Union enforceable in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
(including, without limitation, the effect of statutory and other law regarding
fraudulent conveyances, fraudulent transfers and preferential transfers) and as
may be limited by the exercise of judicial discretion and the application of
principles of equity including, without limitation, requirements of good faith,
fair dealing, conscionability and materiality (regardless of whether such
agreement is considered in a proceeding in equity or at law), (iv) any consents,
approvals, permissions or authorizations required to be obtained under any
federal or state banking law or regulation for the consummation by Union of its
obligations hereunder and the transactions contemplated by Union herein have
been obtained, and (v) such counsel is unaware of any action, suit, proceeding,
or investigation, at law or in equity, or before any court or bank regulatory
authority, pending or threatened, against Union wherein an unfavorable decision
or ruling would materially and adversely affect the consummation, validity or
enforceability of the transactions contemplated hereby.
7.02 Acquisition of Fleet/Shawmut Banking Offices. Eagle shall have
consummated its acquisition of five branch banking offices in the Hartford
market area pursuant to purchase and assumption agreements, dated as of October
1, 1995, between Eagle and Shawmut Bank Connecticut, National Association and
Fleet Bank, National Association (such purchase being referred to herein as the
"Fleet/Shawmut Divestiture").
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ARTICLE VIII
CONDITIONS TO EAGLE'S AND UNION'S OBLIGATIONS
Each and every obligation of the Constituent Entities under this
Agreement to be performed on or before the Effective Date shall be subject to
the satisfaction, on or before the Effective Date, of the following conditions:
8.01 Approval of Regulatory Authorities. Prior to the Effective Date,
all required regulatory approvals or notice filings shall have been obtained or
made by Union or Eagle for the transactions provided for in this Agreement and
any regulatory waiting periods shall have expired.
8.02 Consents to Assignment of Leases. The landlord under each real
estate lease to be assigned hereunder shall have consented, on terms reasonably
satisfactory to Eagle and Union, to Eagle's assignment of such lease to Union.
Such landlord consents shall be in substantially the form of Exhibit H hereto,
with such additional representations from the landlords related to the specific
terms of the lease as may be reasonably requested by Union.
8.03 Litigation. There shall be no litigation pending on the Effective
Date seeking to prohibit consummation of the transactions provided for in this
Agreement.
ARTICLE IX
TERMINATION
9.01 Methods Of Termination. This Agreement may be terminated at any
time, but not later than the Effective Date:
(a) By mutual written agreement of the Board of Directors of Eagle and
Board of Trustees of Union; or
(b) By the Board of Trustees of Union if any of the conditions provided
for in Article VI of this Agreement shall not have been met or waived in writing
by Union; or
(c) By the Board of Directors of Eagle if any of the conditions
provided for in Article VII of this Agreement shall not have been met or waived
in writing by Eagle; or
(d) By the Board of Directors of Eagle or the Board of Trustees of
Union if any of the conditions provided for in Article VIII shall not have been
met; or
(e) By the Board of Directors of Eagle or the Board of Trustees of
Union if the Effective Date has not occurred on or before March 31, 1996, unless
as a result of a breach of this Agreement by the party seeking to terminate.
9.02 Procedure Upon Termination. In the event of termination pursuant
to Section 9.01 hereof, written notice thereof shall be given to the other
party, and this Agreement shall terminate immediately upon receipt of such
notice, unless an extension is consented to by the party or parties having the
right to terminate. If this Agreement is terminated as provided herein:
(a) Each party will redeliver all documents, work papers and other
materials of the party relating to this transaction, whether so obtained before
or after the execution hereof, to the party furnishing the same; and
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(b) All information received by either party hereto with respect to the
business of the other party (other than information which is a matter of public
knowledge or which has heretofore been or is hereafter published in any
publication for public distribution or filed as public information with any
governmental authority) shall not at any time be used for business advantage by
such party or disclosed by such party to third persons to the detriment of the
party furnishing such information or if otherwise prohibited by state or federal
law.
(c) Nothing contained in this Article IX shall be deemed to excuse
either party for a breach of any of its obligations or agreements undertaken or
made in this Agreement.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.01 Amendment and Modification. The parties hereto, by mutual consent
of their respective duly authorized officers, may amend, modify and supplement
this Agreement in such manner as may be agreed upon by them in writing.
10.02 Assignment. This Agreement and all of the provisions hereof shall
be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned, until after
the Effective Date, by either of the parties hereto without the prior written
consent of the other.
10.03 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
10.04 Headings. The headings of the Sections and Articles of this
Agreement are inserted for convenience only and shall not constitute a part
hereof.
10.05 Survival Of Representations and Warranties The respective
representations and warranties of the parties hereto contained in this Agreement
or in documents delivered pursuant hereto shall survive for a period of one year
after the Effective Date, except as to the special warranty deed as to which the
period shall be three years and except as to Section 2.10 as to which the period
shall be two years.
10.06 Specific Performance. The parties hereto acknowledge that
monetary damages could not adequately compensate either party hereto in the
event of a breach of this Agreement by the other, that the former party would
suffer irreparable harm in the event of such breach and that the former party
shall have, in addition to any other rights or remedies it may have at law or in
equity, specific performance and injunctive relief as a remedy for the
enforcement hereof.
10.07 Payment of Expenses. Each party herein shall pay for its own
expenses and costs in connection with the carrying out of this Agreement except
as stated otherwise herein. All filing fees relating to the approvals of the
appropriate regulatory authorities shall be paid by the party responsible for
making the filing. All costs for notices to depositors of the assumption of
deposit liabilities provided for in this Agreement shall be paid by Union. All
conveyance taxes as to the owned Danbury Offices shall be paid by Eagle, with
the recording charges to be paid by Union.
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10.08 Governing Law. This Agreement shall be governed by the laws of
the State of Connecticut except to the extent federal law controls.
10.9 Cooperation. Each party shall use its best reasonable efforts to
cooperate with the other so as to cause the transactions provided for in this
Agreement to be consummated in accordance with the terms hereof, including the
obtaining of all regulatory, lease assignment and other approvals relating to
such consummation.
10.10 Lease Extension. As to any lease of a Danbury Office expiring
prior to March 31, 1996, Eagle and Union agree to cooperate with each other in
obtaining an extension of such lease on current or other reasonable terms.
10.11 Use of Second Floor of Danbury Main Office. Union consents to
Eagle's continued use without charge of the second floor of the Danbury Main
Office until Eagle relocates its existing administrative operations from such
space, with such continued use not to extend beyond June 30, 1996 without
Union's prior written consent. Eagle agrees to pay for its allocable portion of
the telephone expense related to such second floor.
10.12 Addresses for Notice, etc. All notices, requests, demands and
other communications provided for hereunder and under the related documents
shall be in writing (including telegraphic communications) and mailed (by
registered or certified mail) or delivered to the applicable party at the
addresses indicated below:
If to Eagle: Robert J. Britton
President and Chief Executive Officer
Eagle Federal Savings Bank
222 Main Street
Bristol, Connecticut 06010
Facsimile number: (860) 314-6404
With a copy to: Charles E. Allen, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
Facsimile number: (202) 637-5910
If to Union: Charles F. Frosch
President and Chief Executive Officer
Union Savings Bank of Danbury
226 Main Street
Danbury, CT 06810
Facsimile number: (203) 792-1169
With a copy to: David J. Wiese, Esq.
Tyler, Cooper & Alcorn
City Place I, 35th Floor
Hartford , CT 06103
Facsimile number: (203) 278-3802
or, as to each party, at such other address as shall be designated by such party
in a written notice to each other party complying as to delivery with the terms
of this Section.
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IN WITNESS WHEREOF, the Constituent Entities hereto have caused this
Agreement to be duly executed by their duly authorized officers and their
corporate seals to be affixed as of the date first written above.
EAGLE FEDERAL SAVINGS BANK
ATTEST: By: /s/Robert J. Britton
-------------------------------------
/s/Mark J. Blum Robert J. Britton
- ------------------------------- President and Chief Executive Officer
Mark J. Blum
Senior Vice President and Chief
Financial Officer
UNION SAVINGS BANK OF DANBURY
ATTEST: By:/s/Charles F. Frosch
---------------------------------------
/s/Marlene A. Banfelder Charles F. Frosch
- ------------------------------- President and Chief Executive Officer
Marlene A. Banfelder
Secretary
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EAGLE FINANCIAL TO SELL SEVEN BRANCH OFFICES IN DANBURY AREA
Bristol, CT -- December 18, 1995 -- Robert J. Britton, President and Chief
Executive Officer of Eagle Financial Corp. (NASDAQ: EGFC), announced today that
Eagle Federal Savings Bank, a wholly-owned subsidiary of Eagle Financial, has
signed a definitive agreement with Union Savings Bank of Danbury for the sale by
Eagle Federal of seven branch banking offices in the Danbury market area. The
definitive agreement is consistent with the previously announced letter of
intent signed on November 28, 1995 by Eagle Federal and Union Savings regarding
this transaction.
In this transaction, Union Savings will assume approximately $181 million
of deposits at seven Eagle Federal branch banking offices located in Danbury
(3), Newton, Ridgefield, New Fairfield and Brookfield. Union Savings will
purchase all real property and assume all lease obligations related to the seven
offices. Union Savings has agreed to offer positions to all Eagle Federal
employees who currently work in these offices. The consideration Eagle Federal
will receive for the acquired deposit liabilities will equal a deposit premium
of 9.00%. There are no loans or investment securities being sold by Eagle other
than deposit secured loans and checking account credit lines. It is estimated
that the transaction will be consummated in the quarter ending March 31, 1996,
subject to applicable federal and state regulatory approvals.
Eagle Federal's seven Danbury area offices are the end result of two
government assisted acquisitions in 1992, when Eagle Federal purchased Danbury
Federal Savings and Loan from the Resolution Trust Corporation and Brookfield
Bank from the Federal Deposit Insurance Corporation ("FDIC"). The average cost
to Eagle Federal of the two acquisitions was the equivalent of approximately a
1.00% deposit premium.
Eagle Federal's more recent acquisition activity has been centered around
Hartford county and the Farmington Valley west of Hartford. In June 1994, Eagle
Federal purchased the six branch Bank of Hartford from the FDIC. In October
1995, Eagle Federal announced that it had entered into definitive agreements
with Fleet Bank, N.A. and Shawmut Bank Connecticut, N.A. to purchase certain
loans and assume all deposits related to five branch banking offices located in
the greater Hartford area as part of the Fleet/Shawmut divestiture. It is
anticipated that Eagle's Feet/Shawmut transaction will be consummated on or
around Janury 19, 1996, subject to final federal regulatory approval which is
expected to be received shortly.
Prior to consummation of the Union Savings transaction, but after giving
effect to the Fleet/Shawmut transaction, 85% of Eagle Federal's deposits will be
in Hartford and Litchfield counties. The two transactions emphasize Eagle
Federal's clear focus on the greater Hartford market including the Farmington
Valley and eastern Litchfield county where its strong market share allows it to
compete effectively. It is Eagle Federal's intent to actively pursue additional
opportunities to increase its presence in its core market, where the population
is close to one million people.
The sale of the Danbury branches to Union Savings will benefit Eagle in a
number of ways.
It will simplify operations and make Eagle Federal more efficient in that
it will no longer need to service two geographically distinct markets. After
consummation of the Fleet/Shawmut transaction, Eagle Federal's average branch
size in Hartford and Litchfield counties will be approximately $55 million
compared to $25 million in the greater Danbury area.
As a result of the gain on sale of deposits to Union Savings, Eagle
Financial's consolidated book value per share will increase by approximately
$2.00 and its earnings will be positively impacted in 1996.
The additiional capital generated by the transaction will give Eagle
Financial the flexibility to pursue other growth opportunities in its core
market.
At September 30, 1995 Eagle Financial had consolidated total assets of $1.2
billion and Eagle Federal was the 11th largest of 107 institutions in
Connecticut. Upon completion of the Fleet/Shawmut and Union Savings
transactions, Eagle Financial dwill have $1.3 billion of total assets and will
operate 19 branch banking offices in Hartford and eastern Litchfield counties.
Contact:
Robert J. Britton
President & Chief Executive Officer
203 - 314-6411
Mark J. Blum
Chief Financial Officer
203 - 314-6410
