<PAGE>
As filed with the Securities and Exchange Commission on May 24, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
Registration Statement Under the Securities Act of 1933
ROOSEVELT FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 6120 43-1498200
(State of other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation) Classification Number)
GARY W. DOUGLASS
Roosevelt Financial
Group, Inc.
900 Roosevelt Parkway 900 Roosevelt Parkway
Chesterfield, Missouri 63017 Chesterfield, Missouri 63017
(314) 532-6200 (314) 532-6200
(Address, including ZIP code, and telephone (Name, address, including
number, including area code, of registrant's ZIP code, and telephone number,
principal executive offices) including area code,
of agent for service)
COPIES TO:
CHRISTOPHER R. KELLY, P.C. JOHN F. BREYER, JR., ESQ.
CRAIG M. SCHEER, ESQ. Breyer & Aguggia
Silver, Freedman & Taff, L.L.P. 1300 I Street, N.W.
1100 New York Avenue, N.W. Suite 470 East
Washington, D.C. 20005 Washington, D.C. 20005
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<TABLE>
<CAPTION>
Calculation of Registration Fee
===================================================================================================================
Proposed maximum Proposed maximum Amount
Title of each class of Amount to offering price aggregate offering of
securities to be registered be registered per share price registration fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 850,000 shares(1) N/A $11,521,454(2) $3,973(2)
===================================================================================================================
</TABLE>
(1) Represents the estimated maximum number of shares of common stock, par
value $.01 per share, of Roosevelt Financial Group, Inc. ("Roosevelt"),
expected to be issued in exchange for up to 561,876 shares of common stock,
par value $.01 per share, of Sentinel Financial Corporation ("Sentinel"),
upon consummation of the merger of Sentinel with and into Roosevelt,
described herein.
(2) Estimated solely for the purpose of calculating the registration fee. The
registration fee has been computed pursuant to Rule 457(f)(1) under the
Securities Act of 1933, as amended, based on the book value of Sentinel
common stock on March 31, 1996.
================================================================================
<PAGE>
ROOSEVELT FINANCIAL GROUP, INC.
Cross Reference Sheet Pursuant to
Item 501(b) of Regulation S-K
(Showing the location in the Proxy Statement/Prospectus of responses
to the Items of Part I of Form S-4)
<TABLE>
<CAPTION>
Item Caption Location or Heading in Proxy
- ---- ------- ----------------------------
Statement/Prospectus
--------------------
<C> <S> <C>
1. Forepart of Registration Outside Front Cover Page
Statement and Outside
Front Cover Page of
Prospectus
2. Inside Front and Outside Inside Front Cover Page; Available
Back Cover Pages of Information; Incorporation of Certain
Prospectus Documents by Reference; Table of Contents
3. Risk Factors, Ratio of Summary; Comparative Stock Prices and
Earnings to Fixed Charges Dividend Information; Selected Consolidated
and Other Information Financial and Other Data of Roosevelt
Financial Group, Inc.; Selected Consolidated
Financial and Other Data of Sentinel
Financial Corporation; Roosevelt Financial
Group, Inc. and Roosevelt Bank; Sentinel
Financial Corporation and Sentinel Federal
Savings and Loan Association of Kansas City;
The Special Meeting; The Merger
4. Terms of the Transaction Summary; The Merger; Comparison of Rights of
Stockholders of Roosevelt Financial Group,
Inc. and Sentinel Financial Corporation
5. Pro Forma Financial Not Applicable
Information
6. Material Contracts with Summary; The Merger
the Company Being Acquired
7. Additional Information Not Applicable
Required for Reoffering by
Persons and Parties Deemed
to be Underwriters
8. Interests of Named Experts Not Applicable
and Counsel
9. Disclosure of Commission Not Applicable
Position on
Indemnification for
Securities Act Liabilities
10. Information with Respect Incorporation of Certain Documents by
to S-3 Registrants Reference; Summary; Comparative Stock Prices
and Dividend Information; Roosevelt
Financial Group, Inc. and Roosevelt Bank
11. Incorporation of Certain Incorporation of Certain Documents by
Information by Reference Reference
12. Information with Respect Not Applicable
to S-2 or S-3 Registrants
13. Incorporation of Certain Not Applicable
Information by Reference
14. Information with Respect Not Applicable
to Registrants Other Than
S-3 or S-2 Registrants
15. Information with Respect Not Applicable
to S-3 Companies
16. Information with Respect Not Applicable
to S-2 or S-3 Companies
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Item Caption Location or Heading in Proxy
- ---- ------- ----------------------------
Statement/Prospectus
--------------------
<C> <S> <C>
17. Information with Respect Introduction; Summary; Comparative Stock
to Companies Other Than Prices and Dividend Information; The Merger;
S-3 or S-2 Companies Selected Consolidated and Other Financial
Data of Sentinel Financial Corporation;
Business of Sentinel Financial Corporation;
Properties of Sentinel Financial
Corporation; Legal Proceedings Involving
Sentinel Financial Corporation and Sentinel
Federal Savings and Loan Association of
Kansas City; Management's Discussion and
Analysis of Financial Condition and Results
of Operations of Sentinel Financial
Corporation; Regulation of Sentinel Federal
Savings and Loan Association of Kansas City;
Regulation of Sentinel Financial Corporation
18. Information if Proxies, Introduction; Incorporation of Certain
Consents or Authorizations Documents by Reference; Summary; The Special
are to be Solicited Meeting; The Merger
19. Information if Proxies, Not Applicable
Consents or Authorizations
are not to be Solicited or
in an Exchange Offer
</TABLE>
<PAGE>
[SENTINEL FINANCIAL LOGO]
1001 Walnut Street
Kansas City, Missouri 64106
(816) 474-9800
_________ __, 1996
Dear Fellow Stockholder:
You are cordially invited to attend a special meeting of stockholders of
Sentinel Financial Corporation ("Sentinel"). The special meeting is scheduled to
be held at _______________ located at _______________________________________,
Kansas City, Missouri, on ________, ________, 1996 at __:__ __.m., local time.
Notice of the special meeting, a Proxy Statement/Prospectus and a form of proxy
are enclosed.
The special meeting has been called in connection with the proposed merger
of Sentinel and its principal subsidiary, Sentinel Federal Savings and Loan
Association of Kansas City, with Roosevelt Financial Group, Inc. ("Roosevelt")
and its principal subsidiary, Roosevelt Bank. In the merger, each share of
Sentinel common stock outstanding at the time of the merger (other than shares
held by holders who perfect dissenters' rights and other excluded shares) would
be converted into 1.4231 shares of Roosevelt common stock, subject to adjustment
as provided in the merger agreement. Following the merger, Roosevelt would be
the resulting holding company. Consummation of the merger is subject to certain
conditions, including the approval of the stockholders of Sentinel.
The terms of the merger agreement were negotiated by the Board of Directors
in light of various factors, including Sentinel's and Roosevelt's recent
operating results, current financial condition and future prospects. Sentinel's
financial advisor, Trident Financial Corporation, an investment banking firm
experienced in the valuation of financial institutions, has advised your Board
of Directors that in its opinion the exchange ratio is fair from a financial
point of view to Sentinel stockholders as of ______________, 1996.
At the special meeting, Sentinel stockholders will consider and vote upon
approval of the merger. The Board of Directors has approved the merger and
believes that the merger is in the best interests of Sentinel and its
stockholders. Accordingly, the Board of Directors unanimously recommends that
you vote FOR approval of the merger.
If any other matters are properly brought before the special meeting, the
persons named in the accompanying form of proxy will vote the shares represented
by such proxy in the manner determined by a majority of the Board of Directors.
You are urged to read the accompanying Proxy Statement/Prospectus, which
provides information regarding the merger and related matters.
Your vote is important, regardless of the number of shares you own. ON
BEHALF OF THE BOARD OF DIRECTORS, I URGE YOU TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE
SPECIAL MEETING. This will not prevent you from voting in person but will assure
that your vote is counted if you do not attend the special meeting.
Sincerely,
Craig D. Laemmli
President and Chief Executive Officer
PLEASE DO NOT SEND IN ANY STOCK CERTIFICATES AT THIS TIME.
<PAGE>
SENTINEL FINANCIAL CORPORATION
1001 Walnut Street
Kansas City, Missouri 64106
(816) 474-9800
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On ________, 1996
Notice is hereby given that a Special Meeting of Stockholders (the "Special
Meeting") of Sentinel Financial Corporation ("Sentinel") is scheduled to be held
at _________________ located at ____________, ___________ Kansas City, Missouri,
on ________, _______________, 1996 at __:__ __.m., local time.
A Proxy Card and a Proxy Statement/Prospectus for the Special Meeting are
enclosed.
The Special Meeting is for the purpose of considering and acting upon:
1. The approval of the Agreement and Plan of Merger and Reorganization,
dated as of March 22, 1996, by and among Roosevelt Financial Group,
Inc. ("Roosevelt"), Roosevelt Bank, Sentinel and Sentinel Federal
Savings and Loan Association of Kansas City ("Sentinel Federal"), a
copy of which is included in the accompanying Proxy
Statement/Prospectus as Appendix I, and the transactions contemplated
thereby, including the merger of Sentinel into Roosevelt, pursuant to
which each outstanding share of Sentinel common stock (other than
shares held by holders who perfect dissenters' rights and other
excluded shares) would be converted into 1.4231 shares of Roosevelt
common stock (with cash paid in lieu of fractional share interests),
subject to adjustment as provided in the merger agreement and the
merger of Sentinel Federal with Roosevelt Bank.
2. Such other matters as may properly come before the Special Meeting.
The Board of Directors is not aware of any other business to come before
the Special Meeting.
Any action may be taken on any of the foregoing proposals at the Special
Meeting on the date specified. Stockholders of record at the close of business
on _________, 1996 are the stockholders entitled to vote at the Special Meeting.
A complete list of stockholders entitled to vote at the Special Meeting is
available for the examination by any stockholder, for any purpose germane to the
meeting, between __ a.m. and __ p.m. at the main office of Sentinel located at
the address set forth above, for a period of ten days prior to the Special
Meeting, as well as at the meeting.
You are requested to fill in, sign and date the enclosed form of proxy
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The proxy will not be used if you attend and vote at
the Special Meeting in person.
By Order of the Board of Directors
John C. Spencer
Secretary
Kansas City, Missouri
____________ , 1996
- ----------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE SENTINEL THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM AT THE SPECIAL
MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
- ----------------------------------------------------------------------------
PLEASE DO NOT SEND IN ANY STOCK CERTIFICATES AT THIS TIME.
<PAGE>
PROXY STATEMENT
OF
SENTINEL FINANCIAL CORPORATION
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON ____________, 1996
------------------------
PROSPECTUS
OF
ROOSEVELT FINANCIAL GROUP, INC.
Up to 850,000 Shares of Common Stock,
par value $.01 per share
to be issued in connection with the
proposed merger of
Sentinel Financial Corporation
with and into
Roosevelt Financial Group, Inc.
------------------------
This Proxy Statement/Prospectus relates to the proposed merger of Sentinel
Financial Corporation, a Delaware corporation ("Sentinel"), with and into
Roosevelt Financial Group, Inc., a Delaware corporation ("Roosevelt"), and the
merger of Sentinel's principal subsidiary, Sentinel Federal Savings and Loan
Association of Kansas City ("Sentinel Federal"), with Roosevelt's principal
subsidiary, Roosevelt Bank (collectively, the "Merger"), as contemplated by the
Agreement and Plan of Merger and Reorganization, dated as of March 22, 1996 (the
"Merger Agreement"), by and among Roosevelt, Roosevelt Bank, Sentinel and
Sentinel Federal. The Merger Agreement is included as Appendix I hereto and
incorporated by reference herein.
This Proxy Statement/Prospectus is being furnished to the holders of shares
of common stock, par value $.01 per share, of Sentinel ("Sentinel Common Stock")
in connection with the solicitation of proxies by the Board of Directors of
Sentinel (the "Sentinel Board") for use at a Special Meeting of Stockholders
(the "Special Meeting"), scheduled to be held at ________ located at
___________________, Kansas City, Missouri, on ________ __, 1996, at __:___
__.m., local time.
At the Special Meeting, the holders of Sentinel Common Stock will consider
and vote upon a proposal to approve the Merger Agreement and the transactions
contemplated thereby.
Subject to the terms, conditions and procedures set forth in the Merger
Agreement, each share of Sentinel Common Stock issued and outstanding
immediately prior to the Effective Time (as defined below) of the Merger (other
than shares held by holders who perfect dissenters' rights and other excluded
shares) will be converted into the right to receive 1.4231 shares (the "Exchange
Ratio") of the common stock, par value $.01 per share, of Roosevelt ("Roosevelt
Common Stock"), with cash paid in lieu of fractional share interests. The
Exchange Ratio is subject to adjustment, such that if the weighted average sale
price of all Roosevelt Common Stock traded on the Nasdaq National Market during
the ten trading day period ending on the date that is three trading days prior
to the Closing Date of the Merger (the "Average Pre-Closing Trading Price") is
less than $15.83 per share, the Exchange Ratio shall be equal to $22.525 divided
by the Average Pre-Closing Trading Price (in which event a greater number of
shares of Roosevelt Common Stock would be issued than if there were no
adjustment to the Exchange Ratio), and if the Average Pre-Closing Trading Price
is greater than $21.42 per share, the Exchange Ratio shall be equal to $30.475
divided by the Average Pre-Closing Trading Price (in which event fewer shares of
Roosevelt Common Stock would be issued than if there were no adjustment to the
Exchange Ratio). Based on the last reported sale price for Roosevelt Common
Stock on the Nasdaq National Market on ________, 1996 ($______ per share), the
value of 1.4231 shares of Roosevelt Common Stock as of that date would have been
approximately $_____. At the present time, there is no established market in
which shares of Sentinel Common Stock are regularly traded, nor are there any
uniformly quoted prices for such shares. The last trade of shares of Sentinel
Common Stock known by management of Sentinel occurred during April 1996. The
closing bid price for Sentinel Common Stock on April 30, 1996 was $21.00 per
share. As of March 21, 1996, the last trading day preceding public announcement
of the
<PAGE>
proposed Merger, the last reported sale price for Roosevelt Common Stock was
$18.50 per share. Sentinel's financial advisor has rendered an opinion to the
effect that as of March 22, 1996, as confirmed on ___________, 1996, the
Exchange Ratio is fair from a financial point of view to the stockholders of
Sentinel. The Merger is subject to certain conditions, including approval by the
stockholders of Sentinel. For additional information regarding the Merger
Agreement and the terms of the Merger, see "The Merger."
This Proxy Statement/Prospectus also constitutes a prospectus of Roosevelt,
filed as part of the Registration Statement (defined below) with respect to up
to 850,000 shares of Roosevelt Common Stock to be issued upon consummation of
the Merger pursuant to the terms of the Merger Agreement.
This Proxy Statement/Prospectus does not cover any resales of the Roosevelt
Common Stock offered hereby to be received by the stockholders deemed to be
affiliates of Roosevelt or Sentinel upon consummation of the Merger. No person
is authorized to make use of this Proxy Statement/Prospectus in connection with
such resales, although such securities may be traded without the use of this
Proxy Statement/Prospectus by those stockholders of Roosevelt not deemed to be
affiliates of Roosevelt or Sentinel.
This Proxy Statement/Prospectus, and the accompanying notice and form of
proxy, are first being mailed to stockholders of Sentinel on or about
___________, 1996.
------------------------
THE SHARES OF ROOSEVELT COMMON STOCK OFFERED HEREBY HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, THE OFFICE OF THRIFT
SUPERVISION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AGENCY,
AND NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE OFFICE OF THRIFT
SUPERVISION, ANY STATE SECURITIES COMMISSION NOR ANY OTHER AGENCY HAS PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF ROOSEVELT COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE
FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
------------------------
The date of this Proxy Statement/Prospectus is ____________, 1996
ii
<PAGE>
AVAILABLE INFORMATION
Roosevelt and Sentinel are subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, in accordance therewith, file reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). Such
reports, proxy statements and other information filed by Roosevelt and Sentinel
can be obtained, upon payment of prescribed fees, from the Public Reference
Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C.
20549. In addition, such information can be inspected and copied at the public
reference facilities of the SEC located at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and at the SEC's Regional Offices located at Citicorp
Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World
Trade Center, 13th Floor, New York, New York 10048.
Roosevelt has filed with the SEC a registration statement on Form S-4
(together with all amendments, schedules, and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Roosevelt Common Stock to be
issued pursuant to and as contemplated by the Merger Agreement. This Proxy
Statement/Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which have been omitted in accordance
with the rules and regulations of the SEC. The Registration Statement is
available for inspection and copying as set forth above. Statements contained in
this Proxy Statement/Prospectus or in any document incorporated by reference in
this Proxy Statement/Prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance reference is made to
the copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Proxy Statement/Prospectus incorporates documents by reference which
are not presented herein or delivered herewith. Such documents (excluding
exhibits not specifically incorporated by reference) are available, without
charge, to any person, including any beneficial owner, to whom this Proxy
Statement/Prospectus is delivered by or on behalf of Roosevelt or Sentinel, upon
the written or oral request of such person to Gary W. Douglass, Roosevelt
Financial Group, Inc., 900 Roosevelt Parkway, Chesterfield, Missouri 63017,
telephone (314) 532-6200. In order to ensure timely delivery of the documents
prior to the Special Meeting, any request should be made by __________, 1996.
Persons requesting copies of exhibits to documents which are not specifically
incorporated by reference in such documents may be charged the cost of
reproduction and mailing.
The following documents previously filed with the SEC by Roosevelt (File
No. 0-17403) are hereby incorporated by reference in this Proxy
Statement/Prospectus:
1. The Annual Report on Form 10-K of Roosevelt for the fiscal year ended
December 31, 1995 (the "Roosevelt 1995 10-K").
2. The Quarterly Report on Form 10-Q of Roosevelt for the quarter ended
March 31, 1996.
3. The description of the Roosevelt Common Stock contained in Roosevelt's
Registration Statement on Form S-4 dated March 30, 1994, as amended.
All documents filed by Roosevelt with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Proxy
Statement/Prospectus and prior to the date of the Special Meeting shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Proxy Statement/Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Proxy
Statement/Prospectus.
------------------------
iii
<PAGE>
All information contained in this Proxy Statement/Prospectus with respect
to Roosevelt and its subsidiaries has been supplied by Roosevelt, and all
information with respect to Sentinel and its subsidiaries has been supplied by
Sentinel.
No person is authorized to give any information or to make any
representation other than those contained or incorporated by reference in this
Proxy Statement/Prospectus, and, if given or made, such information or
representation should not be relied upon as having been authorized. This Proxy
Statement/Prospectus does not constitute an offer to sell, or a solicitation of
an offer to purchase, the securities offered by this Proxy Statement/Prospectus,
or the solicitation of a proxy, in any jurisdiction, to or from any person to
whom or from whom it is unlawful to make such offer, solicitation of an offer or
proxy solicitation in such jurisdiction.
------------------------
iv
<PAGE>
TABLE OF CONTENTS
Page
----
INTRODUCTION............................................................. i
AVAILABLE INFORMATION.................................................... iii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................... iii
TABLE OF CONTENTS........................................................ v
SUMMARY 1
The Parties to the Merger............................................ 1
Roosevelt Financial Group, Inc. and Roosevelt Bank................ 1
Sentinel Financial Corporation and Sentinel Federal Savings and
Loan Association of Kansas City................................... 1
The Special Meeting.................................................. 2
Meeting Date; Record Date......................................... 2
Matters to Be Considered.......................................... 2
Vote Required..................................................... 2
Security Ownership................................................ 2
The Merger........................................................... 3
General........................................................... 3
Reasons for the Merger; Recommendation of the Board of Directors.. 3
Merger Consideration.............................................. 3
Treatment of Sentinel Stock Options............................... 4
Opinion of Financial Advisor...................................... 4
Effective Time and Closing Date................................... 4
Appraisal Rights.................................................. 4
Interests of Certain Persons in the Merger........................ 4
Conditions to the Merger.......................................... 5
Regulatory Approvals.............................................. 5
Waiver and Amendment; Termination................................. 5
Conduct of Business Pending the Merger............................ 6
Expenses; Termination Fee......................................... 6
Accounting Treatment.............................................. 6
Certain Federal Income Tax Consequences of the Merger............. 6
Effects of the Merger on Rights of Stockholders................... 6
Nasdaq Listing.................................................... 7
Management After the Merger.......................................... 7
Recent Developments.................................................. 7
COMPARATIVE STOCK PRICES AND DIVIDEND INFORMATION........................ 8
RECENT DEVELOPMENTS...................................................... 10
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF ROOSEVELT
FINANCIAL GROUP, INC.................................................... 11
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF SENTINEL
FINANCIAL CORPORATION................................................... 13
ROOSEVELT FINANCIAL GROUP, INC. AND ROOSEVELT BANK....................... 15
Roosevelt Financial Group, Inc....................................... 15
Bank Holding Company Regulation...................................... 16
Roosevelt Bank....................................................... 18
SENTINEL FINANCIAL CORPORATION AND SENTINEL FEDERAL SAVINGS
AND LOAN ASSOCIATION OF KANSAS CITY..................................... 18
Sentinel Financial Corporation....................................... 18
Sentinel Federal Savings and Loan Association of Kansas City......... 19
THE SPECIAL MEETING...................................................... 19
Place, Time and Date................................................. 19
Matters to Be Considered............................................. 19
Record Date; Vote Required........................................... 19
Voting Securities and Principal Holders Thereof...................... 20
Proxies.............................................................. 22
v
<PAGE>
THE MERGER............................................................... 23
General.............................................................. 23
Background of the Merger............................................. 23
Reasons for the Merger; Recommendation of the Board of Directors..... 25
Merger Consideration................................................. 26
Treatment of Sentinel Stock Options.................................. 27
Opinion of Financial Advisor......................................... 27
Effective Time and Closing Date...................................... 31
Appraisal Rights..................................................... 31
Fractional Shares.................................................... 33
Exchange of Certificates............................................. 33
Interests of Certain Persons in the Merger........................... 34
Effect on Employees and Employee Benefit Plans of Sentinel........... 35
Representations and Warranties....................................... 36
Conditions to the Merger............................................. 36
Regulatory Approvals................................................. 38
Waiver and Amendment; Termination.................................... 38
Conduct of Business Pending the Merger............................... 39
Expenses; Termination Fee............................................ 40
Accounting Treatment................................................. 40
The Bank Merger Agreement............................................ 40
Resales of Roosevelt Common Stock by Affiliates...................... 41
Certain Federal Income Tax Consequences of the Merger................ 41
Nasdaq Listing....................................................... 42
MANAGEMENT AFTER THE MERGER.............................................. 42
BUSINESS OF SENTINEL FINANCIAL CORPORATION............................... 43
General.............................................................. 43
Yields Earned and Rates Paid......................................... 43
Asset and Liability Management....................................... 48
Lending Activities................................................... 50
Allowance for Loan Losses............................................ 60
Mortgage-Related Securities.......................................... 62
Investment Activities................................................ 62
Deposit Activities and Other Sources of Funds........................ 64
Subsidiaries......................................................... 68
Personnel............................................................ 69
PROPERTIES OF SENTINEL FINANCIAL CORPORATION............................. 69
LEGAL PROCEEDINGS INVOLVING SENTINEL FINANCIAL CORPORATION AND
SENTINEL FEDERAL SAVINGS AND LOAN ASSOCIATION OF KANSAS CITY............ 69
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF SENTINEL FINANCIAL CORPORATION................. 69
General.............................................................. 69
Financial Condition.................................................. 70
Operating Strategy................................................... 71
Results of Operations................................................ 71
Comparison of Operating Results for the Three Months
Ended March 31, 1996 and 1995.............. ........................ 72
Comparison of Operating Results for the Nine Months
Ended March 31, 1996 and 1995....................................... 73
Comparison of Operating Results for the Fiscal Years
Ended June 30, 1995 and 1994........................................ 74
Comparison of Operating Results for the Fiscal Years
Ended June 30, 1994 and 1993........................................ 75
Liquidity and Capital Resources...................................... 76
REGULATION OF SENTINEL FEDERAL SAVINGS AND LOAN ASSOCIATION
OF KANSAS CITY.......................................................... 77
Federal Regulation of Savings Associations........................... 77
Proposal Federal Legislation......................................... 78
Federal Home Loan Bank System........................................ 78
vi
<PAGE>
Liquidity............................................................ 79
Supervisory Agreement................................................ 79
Insurance of Accounts................................................ 79
Prompt Corrective Action............................................. 80
Standards for Safety and Soundness................................... 80
Qualified Thrift Lender Test......................................... 81
Capital Requirements................................................. 81
Dividend Limitations................................................. 83
Activities of Savings Associations and their Subsidiaries............ 83
Accounting and Regulatory Standards.................................. 83
Investment Portfolio Policy.......................................... 84
Transactions with Affiliates......................................... 84
REGULATION OF SENTINEL FINANCIAL CORPORATION............................. 84
Holding Company Acquisitions......................................... 84
Holding Company Activities........................................... 84
Qualified Thrift Lender Test......................................... 85
COMPARISON OF RIGHTS OF STOCKHOLDERS OF ROOSEVELT
FINANCIAL GROUP, INC. AND SENTINEL FINANCIAL CORPORATION................ 85
Introduction......................................................... 85
Capital Stock........................................................ 85
Special Meetings of Stockholders..................................... 86
Advance Notice Requirements for Nominations of Directors and
Presentation of New Business at Annual Meetings of Stockholders...... 86
Number and Term of Directors......................................... 86
Removal of Directors................................................. 87
Business Combinations with Certain Persons........................... 87
Amendment of Certificate of Incorporation and Bylaws................. 88
Control Share Acquisitions........................................... 88
LEGAL MATTERS............................................................ 89
EXPERTS.................................................................. 89
STOCKHOLDER PROPOSALS.................................................... 89
INDEPENDENT ACCOUNTANTS.................................................. 90
OTHER MATTERS............................................................ 90
FINANCIAL STATEMENTS OF SENTINEL FINANCIAL CORPORATION................... F-1
APPENDICES
I. Agreement and Plan of Merger (omitting schedules and exhibits)
II. Fairness Opinion of Trident Financial Corporation
III. Text of Section 262 of the Delaware General Corporation Law
vii
<PAGE>
SUMMARY
The following is a brief summary of certain information contained elsewhere
or incorporated by reference in this Proxy Statement/Prospectus. Certain
capitalized terms used in this summary are defined elsewhere in this Proxy
Statement/Prospectus. This summary is not intended to be a complete description
of all material facts regarding Roosevelt, Sentinel and the matters to be
considered at the Special Meeting and is qualified in its entirety by, and
reference is made to, the more detailed information contained elsewhere in this
Proxy Statement/Prospectus, the accompanying Appendices and the documents
referred to and incorporated by reference herein.
The Parties to the Merger
Roosevelt Financial Group, Inc. and Roosevelt Bank
Roosevelt, a Delaware corporation, is the holding company for Roosevelt
Bank, a federally chartered savings bank headquartered in Chesterfield,
Missouri. As of March 31, 1996, Roosevelt had total consolidated assets of $9.1
billion, deposits of $4.9 billion and stockholders' equity of $509 million.
Roosevelt's business has consisted primarily of the business of Roosevelt Bank
and its subsidiaries. The executive offices of Roosevelt and Roosevelt Bank are
located at 900 Roosevelt Parkway, Chesterfield, Missouri 63017, and the
telephone number at that address is (314) 532-6200.
Roosevelt Bank is a federally chartered savings bank with $9.1 billion in
consolidated total assets at March 31, 1996, making it the largest Missouri-
based thrift institution. Roosevelt Bank has 79 full-service offices including
38 offices serving the St. Louis metropolitan area and nine offices serving the
Kansas City metropolitan area.
Roosevelt's business consists primarily of attracting deposits from the
general public and using those deposits, together with borrowings and other
funds, to acquire real estate and consumer loans and mortgage-backed securities,
to perform loan servicing functions for others, and to provide other retail
banking and financial services to consumers. The principal elements of
Roosevelt's business plan are (i) the origination of a higher percentage of its
assets; (ii) the diversification of its balance sheet away from only mortgage
and real estate related assets; (iii) the expansion of its retail deposit base
with a simultaneous shift within that deposit base toward checking and
transaction accounts; and (iv) growth in fee income by providing other services
such as insurance, brokerage and mortgage loan servicing for other investors.
Since 1990, Roosevelt has pursued a program of acquiring other in-market
and adjacent market thrift institutions, and in April 1996 entered into
agreements to acquire two additional Missouri-based financial institution
holding companies and their subsidiary institutions. Following the acquisition
of one such institution, Missouri State Bank and Trust Company ("Missouri State
Bank"). Roosevelt, which is currently regulated as a savings and loan holding
company under the Home Owners' Loan Act of 1933 (the "HOLA"), will also be
regulated as a bank holding company under the Bank Holding Company Act of 1956
(the "BHCA"). The permissible activities of a bank holding company are more
restrictive than those afforded to a savings and loan holding company. See
"Roosevelt Financial Group, Inc. and Roosevelt Bank -- Bank Holding Company
Regulation."
For additional information concerning Roosevelt and Roosevelt Bank, see
"Roosevelt Financial Group, Inc. and Roosevelt Bank" and "Incorporation of
Certain Documents by Reference."
Sentinel Financial Corporation and Sentinel Federal Savings and Loan Association
of Kansas City
Sentinel is a Delaware corporation formed in September 1993 to act as the
holding company for Sentinel Federal upon the completion of Sentinel Federal's
conversion from mutual to stock form of ownership. The conversion was completed
on January 7, 1994. At March 31, 1996, Sentinel had total consolidated assets of
$148.7 million, deposits of $125.6 million and stockholders' equity of $11.5
million. The executive offices of Sentinel and Sentinel Federal are located at
1001 Walnut Street, Kansas City, Missouri 64106, and the telephone number at
that address is (816) 474-9800
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Sentinel Federal is a federally chartered savings and loan association
headquartered in Kansas City, Missouri. Sentinel Federal's principal business
consists of attracting deposits from the general public, originating loans
secured primarily by owner-occupied residential properties and purchasing
mortgage-related securities through the secondary market. To a significantly
lesser extent, Sentinel Federal also originates consumer, commercial real estate
and commercial business loans.
On December 20, 1989, Sentinel Federal entered into a Supervisory Agreement
with the OTS as a result of OTS criticisms of Sentinel Federal's policies and
operations and its reduced capital position. In May 1990, Sentinel Federal also
signed a Capital Plan agreement as a result of its low level of core capital.
The Capital Plan was terminated on June 1, 1994 due to increases in capital
levels primarily as a result of the initial public offering completed as part of
the stock conversion. However, the Supervisory Agreement remains in effect until
terminated by the OTS. The Supervisory Agreement requires Sentinel Federal to
follow certain limitations primarily relating to Sentinel Federal's internal
operations, lending activities and investments. For additional information, see
"Selected Consolidated Financial and Other Data of Sentinel Federal" and
"Business of Sentinel."
The Special Meeting
Meeting Date; Record Date
The Special Meeting is scheduled to be held at ____________________,
located at __________________________________, Kansas City, Missouri, on
________, _________ ___, 1996 at __:___ __.m., local time, and any and all
adjournments or postponements thereof. Only holders of record of Sentinel Common
Stock at the close of business on _________ __, 1996 (the "Record Date") are
entitled to notice of and to vote at the Special Meeting.
Matters to be Considered
At the Special Meeting, holders of shares of Sentinel Common Stock will
vote on a proposal to approve the Merger Agreement and the transactions
contemplated thereby. Sentinel stockholders also may consider and vote upon such
other matters as are properly brought before the Special Meeting.
Vote Required
The affirmative vote of the holders of a majority of the outstanding shares
of Sentinel Common Stock entitled to vote at the Special Meeting is required for
approval of the Merger Agreement. As of the Record Date, there were __________
shares of Sentinel Common Stock entitled to be voted at the Special Meeting.
Approval of the Merger Agreement by the stockholders of Sentinel is a
condition to, and is required for, consummation of the Merger. See "The Merger--
Conditions to the Merger."
Security Ownership
As of the Record Date, the directors and executive officers of Sentinel and
their affiliates beneficially owned in the aggregate __________ shares
(excluding _________ underlying stock options, which shares may not be voted at
the Special Meeting), or ______% of the then outstanding shares (______%
assuming the exercise of stock options held by directors and executive
officers), of Sentinel Common Stock entitled to vote at the Special Meeting. The
directors of Sentinel have entered into voting agreements with Roosevelt (the
"Voting Agreements") whereby such directors have agreed to vote all shares of
Sentinel Common Stock owned by them (__________ shares in the aggregate) for
approval of the Merger Agreement. As of the Record Date, directors and executive
officers of Roosevelt and their affiliates beneficially owned in the aggregate
_____ shares of Sentinel Common Stock.
For additional information, see "The Special Meeting."
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The Merger
The following full text of the Merger Agreement, which is attached hereto
as Appendix I and is incorporated by reference herein.
General
The stockholders of Sentinel are being asked to consider and vote upon a
proposal to approve the Merger Agreement, pursuant to which Sentinel will be
merged with and into Roosevelt, with Roosevelt as the surviving entity, and
Sentinel Federal will be merged with Roosevelt Bank. The name of the surviving
entities following consummation of the Merger will be "Roosevelt Financial
Group, Inc." and "Roosevelt Bank," respectively. See "The Merger--General."
Reasons for the Merger; Recommendation of the Board of Directors
At a meeting held on March 21, 1996, the Sentinel Board unanimously adopted
the Merger Agreement and approved the transactions contemplated thereby and
determined that the Merger would be in the best interests of Sentinel and its
stockholders. The Sentinel Board therefore recommends that stockholders vote FOR
approval of the Merger Agreement at the Special Meeting.
For a discussion of the factors considered by the Sentinel Board in
reaching its decision to adopt the Merger Agreement and approve the transactions
contemplated thereby, see "The Merger--Background of the Merger" and "--Reasons
for the Merger; Recommendation of the Board of Directors."
Merger Consideration
Subject to the terms, conditions and procedures set forth in the Merger
Agreement, each share of Sentinel Common Stock issued and outstanding
immediately prior to the Effective Time of the Merger (other than shares held by
holders who perfect dissenters' rights and other excluded shares) will be
converted into the right to receive 1.4231 shares of Roosevelt Common Stock (the
"Exchange Ratio" and the "Merger Consideration," respectively). See "The
Merger--Merger Consideration." Each share of Roosevelt Common Stock issued and
outstanding at the Effective Time will remain outstanding and unchanged as a
result of the Merger.
The Exchange Ratio is subject to adjustment, such that if the weighted
average sale price of all Roosevelt Common Stock traded on the Nasdaq National
Market during the ten trading day period ending on the date that is three
trading days prior to the Closing Date of the Merger (the "Average Pre-Closing
Trading Price") is less than $15.83 per share the Exchange Ratio shall be equal
to $22.525 divided by the Average Pre-Closing Trading Price (in which case a
greater number of shares of Roosevelt Common Stock would be issued than if there
were no adjustment to the Exchange Ratio), and if the Average Pre-Closing
Trading Price is greater than $21.42 per share the Exchange Ratio shall be equal
to $30.475 divided by the Average Pre-Closing Trading Price (in which case fewer
shares of Roosevelt Common Stock would be issued than if there were no
adjustment to the Exchange Ratio). Based on the last reported sale price for
Roosevelt Common Stock on the Nasdaq National Market on ____________, 1996
($_____ per share), the value of 1.4231 shares of Roosevelt Common Stock as of
that date would have been approximately $_____. At the present time, there is no
established market in which shares of Sentinel Common Stock are regularly
traded, nor are there any uniformly quoted prices for such shares. The last
trade of shares of Sentinel Common Stock known by management of Sentinel
occurred during April 1996. The closing bid price for Sentinel Common Stock on
April 30, 1996 was $21.00 per share. The market value of Roosevelt Common Stock
to be received in the Merger, however, is subject to fluctuation. Fluctuations
in the market price of Roosevelt Common Stock would result in an increase or
decrease in the value of the Merger Consideration to be received by Sentinel
stockholders in the Merger. An increase in the market value of Roosevelt Common
Stock would increase the market value of the Merger Consideration to be received
by Sentinel stockholders in the Merger. A decrease in the market value of
Roosevelt Common Stock would have the opposite effect. See "The Merger--Merger
Consideration." Sentinel Stockholders are urged to obtain current market
quotations for Roosevelt Common Stock.
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Treatment of Sentinel Stock Options
At the Effective Time, Sentinel's 1994 Stock Option Plan (the "Sentinel
Option Plan") and each outstanding option thereunder (including options granted
to non-employee directors of Sentinel pursuant to any amendment of the Sentinel
Option Plan) to purchase Sentinel Common Stock (the "Sentinel Stock Options")
will be assumed by Roosevelt. Upon such assumption, each Sentinel Stock Option
shall become an option to purchase the number of shares of Roosevelt Common
Stock equal to the product of the number of shares of Sentinel Common Stock
subject to the original option and the Exchange Ratio, with an appropriate
adjustment to the exercise price under each substituted option and otherwise
subject to the terms of the Sentinel Option Plan. See "The Merger--Treatment of
Sentinel Stock Options."
Opinion of Financial Advisor
Sentinel has retained Trident Financial Corporation ("Trident") as its
financial advisor in connection with the transactions contemplated by the Merger
Agreement to evaluate the financial terms of the Merger. See "The Merger--
Background of the Merger" and "--Reasons for the Merger; Recommendation of the
Board of Directors."
Trident has delivered an opinion that as of March 22, 1996, as confirmed on
________, 1996, the Exchange Ratio is fair, from a financial point of view, to
the holders of Sentinel Common Stock. A copy of Trident's opinion dated
___________, 1996 is attached to this Proxy Statement/Prospectus as Appendix II
and is incorporated by reference herein. See "The Merger--Opinion of Financial
Advisor."
Effective Time and Closing Date
The Merger shall become effective at the time and on the date of the filing
of a certificate of merger with the Secretary of State of Delaware for the
Company Merger and articles of combination with the Office of Thrift Supervision
(the "OTS") for the Bank Merger (the "Effective Time"). Such filings will occur
as soon as practicable after the satisfaction or waiver of all of the conditions
to the Merger. The closing of the Merger shall occur no later than 10:00 a.m. on
the last business day of the first calendar month following the satisfaction or
waiver of all conditions and obligations precedent of Roosevelt and Sentinel to
consummate the Merger, or at another time agreed to by Roosevelt and Sentinel
(the "Closing Date").
Appraisal Rights
Under Delaware law, each holder of Sentinel Common Stock may dissent from
the Merger, and receive payment of the appraised value of his or her shares of
stock, provided the stockholder does not vote in favor of the Merger and
complies with certain statutory procedures set forth in Section 262 of the
Delaware General Corporation Law (the "DGCL"), the text of which is attached
hereto as Appendix III. The value determined in such appraisal could be more
than, the same as, or less than the value of the consideration to be received
under the Merger Agreement by holders of Sentinel Common Stock who do not
dissent from the Merger. A holder of Sentinel Common Stock who returns an
executed proxy which does not indicate either a vote against the Merger or an
abstention will be deemed to have voted in favor of the Merger and therefore
will have waived his or her appraisal rights. See "The Merger--Appraisal Rights"
and Appendix III to this Proxy Statement/Prospectus.
Interests of Certain Persons in the Merger
At the Closing, Roosevelt Bank will enter into an employment agreement (the
"Employment Agreement") with Craig D. Laemmli, President and Chief Executive
Officer of Sentinel and Sentinel Federal, who will assume the position of Vice
President of Roosevelt Bank (for a six month term at an annual salary of
$61,559). If Mr. Laemmli's employment is terminated during the term of such
agreement for any reason, whether voluntarily by Mr. Laemmli or by Roosevelt
Bank (other than for cause, as defined in the Employment Agreement), he will be
entitled to receive payment of his salary for the remaining term of the
Employment Agreement, plus an amount of cash equal to 299 percent of his "base
amount" of compensation, in two installments, the first such installment payable
within 15 days after the date of termination and the second payable on the first
anniversary date of termination. The Sentinel Board was aware of this interest
and others and considered them, among other matters,
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in approving the Merger Agreement and the transactions contemplated thereby.
See "The Merger--Interests of Certain Persons in the Merger."
Conditions to the Merger
The respective obligations of the parties to consummate the Merger are
subject to the satisfaction or waiver of certain conditions specified in the
Merger Agreement, including, among other things, the receipt of the requisite
regulatory and stockholder approvals, the accuracy of the representations and
warranties contained therein, the performance of all obligations imposed
thereby, the receipt by Roosevelt and Sentinel of an opinion with respect to
certain federal income tax consequences of the Merger, the receipt by Roosevelt
of a letter from its independent accountants to the effect that the Merger will
qualify for pooling of interests accounting treatment and certain other
conditions. See "The Merger--Conditions to the Merger."
Regulatory Approvals
The Merger is subject to the approval of the OTS. Roosevelt filed an
application for approval of the Merger with the OTS on May 13, 1996, and
anticipates obtaining the approval of the OTS in the third quarter of 1996.
There can be no assurance as to the receipt or timing of such approval.
It is a condition to the consummation of the Merger that all requisite
regulatory approvals be obtained without the imposition of any condition which
differs from conditions customarily imposed by the OTS in orders approving
acquisitions of the type contemplated by the Merger Agreement and compliance
with which would diminish materially the reasonably anticipated benefits of the
Merger to Roosevelt and Roosevelt Bank. There can be no assurance that any such
approval will not contain terms, conditions or requirements which cause such
approval to fail to satisfy such condition to the consummation of the Merger.
Under federal law a period of 30 days, subject to reduction to 15 days
by the OTS with the concurrence of the United States Department of Justice (the
"Department of Justice") must expire following approval by the OTS within which
period the Department of Justice may file objections to the Merger under the
federal antitrust laws. The Department of Justice could take such action under
the antitrust laws as it deems necessary or desirable in the public interest,
including seeking to enjoin the Merger, unless acceptable accommodations are
made. While the parties believe that the likelihood of such action by the
Department of Justice is remote in this case, there can be no assurance that the
Department of Justice will not initiate such a proceeding. See "The Merger--
Regulatory Approvals."
Waiver and Amendment; Termination
Prior to the Effective Time, the Boards of Directors of Roosevelt and
Sentinel may extend the time for performance of any obligations under the Merger
Agreement, waive any inaccuracies in the representations and warranties
contained in the Merger Agreement and waive compliance with any term, condition
or provision of the Merger Agreement.
Subject to applicable law, the Merger Agreement may be amended by action of
the Roosevelt and Sentinel Boards at any time before or after approval of the
Merger Agreement by the stockholders of Sentinel, provided that, among other
things, after approval of the Merger Agreement by the stockholders of Sentinel,
no amendment may change the amount or form of the Merger Consideration to be
received by Sentinel stockholders in the Merger without their approval or
adversely affect the tax treatment to Sentinel stockholders of the Merger
Consideration. In addition, Roosevelt may cause an amendment to the Merger
Agreement to change the method of effecting the Merger, subject to certain
limitations set forth in the Merger Agreement.
The Merger Agreement may be terminated at any time prior to the Effective
Time, whether prior to or after approval of the matters presented herein by
Sentinel's stockholders, either by mutual consent of the parties in writing or
by either party if (i) the Merger is not consummated by January 31, 1997
(provided that the terminating party is not then in material breach of the
Merger Agreement); (ii) the required regulatory approvals are not obtained;
(iii) the required approval of Sentinel's stockholders is not obtained; or (iv)
the other party has materially breached any representation, warranty, covenant
or agreement set forth in the Merger Agreement and has failed to, or cannot,
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cure in a timely manner such breach after receiving written notice of such
breach. In addition, the Sentinel Board may, in the exercise of its good faith
judgment in consultation with counsel, terminate the Agreement if it determines
that such termination is required by the occurrence of certain events; provided,
however, that such termination is permissible only upon the prior payment to
Roosevelt of a fee of $680,000 in cash. See "The Merger--Waiver and Amendment;
Termination." Sentinel has also agreed to pay Roosevelt this amount in the event
the Merger is not consummated and certain events occur by September 22, 1997.
See "The Merger--Expenses; Termination Fee."
Conduct of Business Pending the Merger
Each of Roosevelt and Sentinel has agreed to conduct its business prior to
the Effective Time only in the ordinary and usual course consistent with past
practices and use its best efforts to maintain and preserve its business
organization, employees and advantageous business relationships, and retain the
services of its officers and key employees. Sentinel also has agreed to certain
forbearances with respect to the conduct of its business prior to the Effective
Time. See "The Merger--Conduct of Business Pending the Merger."
Expenses; Termination Fee
All expenses incurred in connection with the Merger Agreement and the
consummation of the Merger are to be paid by the party incurring such expenses,
except that Roosevelt will pay all printing and mailing expenses and filing fees
associated with the Registration Statement and this Prospectus/Proxy Statement
and all filings with the OTS for approval of the Merger Agreement. In addition,
Sentinel has agreed to pay Roosevelt a fee of $680,000 in the event the Merger
is not consummated and certain events occur by September 22, 1997. See "The
Merger--Expenses; Termination Fee."
Accounting Treatment
It is intended that the Merger will be accounted for as a "pooling of
interests" in accordance with generally accepted accounting principles. A
condition to the consummation of the Merger is the receipt by Roosevelt of a
letter from its independent accountants to the effect that the Merger qualifies
for pooling of interests accounting treatment. See "The Merger--Accounting
Treatment."
Certain Federal Income Tax Consequences of the Merger
It is a condition to the obligations of Roosevelt and Sentinel to
consummate the Merger that they shall have received an opinion of counsel or
independent certified accountants mutually acceptable to them to the effect
that, among other things, the Merger will be treated as a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and for federal income tax purposes no gain or loss will be
recognized as a result of the Merger by Roosevelt, Sentinel, Roosevelt Bank or
Sentinel Bank, or any Sentinel stockholder upon receipt solely of Roosevelt
Common Stock in the Merger (except with respect to cash received by a Sentinel
stockholder in lieu of a fractional share of Roosevelt Common Stock). Each of
these conditions is waivable at the option of the parties. Sentinel stockholders
are urged to consult their tax advisors concerning the specific tax consequences
to them of the Merger, including the applicability and effect of various state,
local and foreign tax laws. See "The Merger--Certain Federal Income Tax
Consequences of the Merger" and "--Conditions to the Merger."
Effects of the Merger on Rights of Stockholders
As a result of the Merger, holders of Sentinel Common Stock who receive
shares of Roosevelt Common Stock in the Merger will become stockholders of
Roosevelt. For a comparison of the corporate charters and bylaws of Roosevelt
and Sentinel governing the rights of Roosevelt and Sentinel stockholders, see
"Comparison of Rights of Stockholders of Roosevelt Financial Group, Inc. and
Sentinel Financial Corporation."
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Nasdaq Listing
Roosevelt Common Stock (symbol: RFED) currently is quoted on the Nasdaq
National Market. It is a condition to consummation of the Merger that the
Roosevelt Common Stock to be issued to the stockholders of Sentinel in the
Merger and to be reserved for issuance under the Sentinel Stock Options assumed
by Roosevelt in the Merger also will be approved for listing on the Nasdaq
National Market. See "The Merger--Conditions to the Merger."
Management After the Merger
As of the Effective Time, the Boards of Directors of Roosevelt and
Roosevelt Bank will consist of the current members of such Boards, and the
executive officers of Roosevelt and Roosevelt Bank will include the current
executive officers of Roosevelt and Roosevelt Bank. Craig D. Laemmli, President
and Chief Executive Officer of Sentinel and Sentinel Federal, will assume the
position of Vice President of Roosevelt Bank pursuant to an employment agreement
for a term of six months as described elsewhere in this Proxy
Statement/Prospectus. See "The Merger--Interests of Certain Persons." In
addition, for at least one year after the Effective Time, and for so long
thereafter as agreed to by Roosevelt Bank and the participating directors of
Sentinel, the directors of Sentinel who wish to do so may serve as regional
advisory directors of Roosevelt Bank, with a retainer fee for each such advisory
director of $500 per month. See also "The Merger--Interests of Certain Persons
in the Merger."
Recent Developments
The deposits of Roosevelt Bank are presently insured by the Savings
Association Insurance Fund (the "SAIF"), which together with the Bank Insurance
Fund (the "BIF"), are the two insurance funds administered by the Federal
Deposit Insurance Corporation (the "FDIC"). As a result of the recent
recapitalization of the BIF, deposit insurance premiums for many institutions
insured by the BIF have been essentially eliminated. It is anticipated that the
SAIF will not be adequately recapitalized until 2002, absent a substantial
increase in premium rates or the imposition of special assessments or other
significant developments, such as a merger of the SAIF and the BIF. Proposed
legislation under consideration by the United States Congress provides for a
one-time assessment to be imposed on all deposits assessed at the SAIF rates,
as of March 31, 1995, in order to recapitalize the SAIF and eliminate the
disparity. The special assessment rate is anticipated to be between .80% to
.90%. Based upon Roosevelt Bank's level of SAIF deposits at March 31, 1995
(including the pro forma effect of the acquisitions of Kirksville Federal
Savings Bank ("Kirksville Bank"), Washington Savings Bank, FSB ("Washington
Savings"), Sentinel Federal and Mutual Savings Bank, f.s.b. ("Mutual Bank")),
and assuming a special assessment of .90%, Roosevelt Bank's assessment would be
approximately $38.8 million on a pre-tax basis. If such special assessment had
been recorded as of March 31, 1996, on a pro forma basis, the tangible, core and
risk-based capital ratios would have been 5.09%, 5.11% and 13.82%, respectively.
If such legislation is enacted, it is anticipated the assessment would be
payable in 1996. See "Recent Developments."
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COMPARATIVE STOCK PRICES AND DIVIDEND INFORMATION
The Roosevelt Common Stock is quoted on the Nasdaq National Market under
the symbol "RFED." At the present time, there is no established market in which
shares of Sentinel Common Stock are regularly traded, nor are there any
uniformly quoted prices for such shares. The last trade of shares of Sentinel
Common Stock known by management of Sentinel occurred during April 1996. The
closing bid price for Sentinel Common Stock on April 30, 1996 was $21.00 per
share. The following table sets forth the market prices for Roosevelt Common
Stock and the quarterly cash dividends per share declared for Roosevelt Common
Stock, for the periods indicated. Sentinel has never paid dividends on its
Common Stock. The market prices of the Roosevelt Common Stock for the periods
indicated represent closing prices of such stock as quoted on the Nasdaq
National Market. Roosevelt Common Stock prices and dividend amounts have been
restated to give effect to stock splits and stock dividends. The stock prices do
not include retail mark-ups, mark-downs or commissions.
<TABLE>
<CAPTION>
Roosevelt Common Stock
-------------------------
High Low Dividends
------ ------ ---------
<S> <C> <C> <C>
1994 Calendar Year
First Quarter....... 15.833 13.917 0.10
Second Quarter...... 18.250 14.328 0.11
Third Quarter....... 17.375 16.000 0.11
Fourth Quarter...... 16.875 12.750 0.11
1995 Calendar Year
First Quarter....... 17.250 14.750 0.14
Second Quarter...... 18.625 15.750 0.14
Third Quarter....... 18.625 15.250 0.14
Fourth Quarter...... 19.375 15.875 0.14
1996 Calendar Year
First Quarter....... 19.250 17.000 0.155
Second Quarter......
</TABLE>
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The following table sets forth the last reported sale prices per share of
Roosevelt Common Stock and Sentinel Common Stock and the equivalent per share
price for Sentinel Common Stock giving effect to the Merger on (i) March 21,
1996, the last trading day preceding public announcement of the signing of the
Merger Agreement; and (ii) __________, 1996, the last practicable date prior to
the mailing of this Proxy Statement/Prospectus.
<TABLE>
<CAPTION>
Roosevelt Sentinel Equivalent Price per
Common Stock Common Stock Sentinel Share (1)
------------ ------------ ---------------------
<S> <C> <C> <C>
March 21, 1996...... $18.500 $21.00/(2)/ $26.327
_________, 1996..... -- -- --
</TABLE>
- ---------------------------
(1) The equivalent price per share of Sentinel Common Stock at each specified
date was determined by multiplying (i) the last reported sale price of
Roosevelt Common Stock on such date and (ii) the Exchange Ratio of 1.4231.
(2) The last trade of shares of Sentinel Common Stock known by management of
Sentinel occurred during April 1996. The closing bid price for Sentinel
Common Stock on April 30, 1996 was $21.00 per share.
As of __________, 1996, the ____________ outstanding shares of Roosevelt
Common Stock were held by approximately ________ record owners and the
__________ outstanding shares of Sentinel Common Stock by approximately ____
record owners.
The number of shares of Roosevelt Common Stock to be received for each
share of Sentinel Common Stock has been fixed at 1.4231. This ratio is subject
to adjustment, such that if the weighted average sale price of all Roosevelt
Common Stock traded on the Nasdaq National Market during the ten trading day
period ending on the date that is three trading days prior to the Closing Date
of the Merger (the "Average Pre-Closing Trading Price") is less than $15.83 per
share, the Exchange Ratio shall be equal to $22.525 divided by the Average Pre-
Closing Trading Price (in which case a greater number of shares of Roosevelt
Common Stock will be issued than would be if there were no adjustment to the
Exchange Ratio), and if the Average Pre-Closing Trading Price is greater than
$21.42 per share, the Exchange Ratio shall be equal to $30.475 divided by the
Average Pre-Closing Trading Price (in which case fewer shares of Roosevelt
Common Stock will be issued than would be if there were no adjustment to the
Exchange Ratio). Sentinel stockholders are advised to obtain current market
quotations for Roosevelt Common Stock. The market price of Roosevelt Common
Stock may fluctuate between the date of this Proxy Statement/Prospectus and the
Effective Time. Fluctuations in the market price of Roosevelt Common Stock would
result in an increase or decrease in the value of the Merger Consideration to be
received by holders of Sentinel Common Stock in the Merger. An increase in the
market value of Roosevelt Common Stock would increase the market value of the
Merger Consideration to be received in the Merger. A decrease in the market
value of Roosevelt Common Stock would have the opposite effect. The market value
of the Merger Consideration at the time of the Merger will depend upon the
market value of a share of Roosevelt Common Stock at such time. See "The
Merger--Merger Consideration." Sentinel stockholders are urged to obtain current
market quotations for Roosevelt Common Stock.
The timing and amount of the future dividends of Roosevelt will depend upon
earnings, cash requirements, Roosevelt's financial condition and other factors
deemed relevant by the Board of Directors of Roosevelt (the "Roosevelt Board").
Dividends may also be limited by certain regulatory restrictions.
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RECENT DEVELOPMENTS
The deposits of Roosevelt Bank are presently insured by the SAIF which
together with the BIF are the two insurance funds administered by the FDIC. As a
result of the BIF reaching its statutory reserve ratio, the FDIC revised the
premium schedule for BIF insured institutions to provide a range of .04% to .31%
of deposits. The revisions became effective in the third quarter of 1995. The
BIF premium schedule was further revised, effective January 1996, to provide a
range of 0% to .27% with an annual minimum assessment of $2,000, essentially
eliminating deposit insurance premiums for many BIF-insured institutions. As a
result of these adjustments, BIF insured institutions now generally pay lower
premiums than SAIF insured institutions.
The FDIC has noted that the SAIF is not expected to attain its designated
reserve ratio until the year 2002. As a result, SAIF insured members will
generally be subject to higher deposit insurance premiums than BIF insured
institutions until, all things being equal, the SAIF attains its required
reserve ratio.
The effect of this disparity on Roosevelt Bank and other SAIF members is
uncertain at this time. It may have the effect of permitting BIF member banks to
offer loan and deposit products on more attractive terms than SAIF members due
to the cost savings achieved through lower premiums, thereby placing SAIF
members at a competitive disadvantage. In order to eliminate this disparity, a
number of proposals to recapitalize the SAIF have been considered by the United
States Congress in 1995 and 1996. One proposal under current consideration
provides for a one-time assessment to be imposed on all deposits assessed at the
SAIF rates, as of March 31, 1995, in order to recapitalize the SAIF and
eliminate the premium disparity. The BIF and SAIF would be merged into one fund
as soon as practicable, but no later than January 1, 1998. The special
assessment rate is anticipated to range from .80% to .90%. Based on Roosevelt
Bank's level of SAIF deposits at March 31, 1995 (including the effect of the
acquisitions of Kirksville Bank, Washington Savings, Sentinel Federal and Mutual
Bank) and assuming a special assessment of .90%, Roosevelt Bank's assessment
would be approximately $ 38.8 million on a pre-tax basis. If such special
assessment had been recorded as of March 31, 1996, on a pro forma basis, the
tangible, core and risk-based capital ratios would have been 5.09%, 5.11% and
13.82%, respectively. If the legislation is enacted, it is anticipated the
assessment would be payable in 1996. Accordingly, this special assessment would
significantly increase noninterest expense and adversely affect Roosevelt Bank's
results of operations. Conversely, depending on Roosevelt Bank's capital level
and supervisory rating, and assuming, although there can be no assurance, that
the insurance premium levels for BIF and SAIF members are again equalized,
deposits insurance premiums could decrease significantly to the minimum
assessment for future periods.
The United States Congress is considering legislation that would require
all Federal thrift institutions, such as Roosevelt Bank, to either convert to a
national bank or a state chartered financial institution by January 1, 1998. In
addition, Roosevelt would no longer be regulated as a thrift holding company,
but rather as a bank holding company. The OTS would also be abolished and its
functions transferred among the other federal banking regulators. Certain
aspects of the legislation remain to be resolved and therefore no assurance can
be given as to whether or in what form the legislation will be enacted or its
effect on Roosevelt and Roosevelt Bank.
10
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
OF ROOSEVELT FINANCIAL GROUP, INC.
The following table shows, for the periods indicated, certain summary
historical data for Roosevelt. Information at and for the years ended December
31, 1991 through 1993 have been restated to reflect an acquisition accounted for
as a pooling of interests. This information is derived in part from, and should
be read in conjunction with, the separate consolidated financial statements and
related notes included in the Roosevelt 1995 10-K, which is incorporated by
reference herein.
<TABLE>
<CAPTION>
At or for the Three Months
Ended March 31,
---------------------------
1996 1995
----------- -----------
<S> <C> <C>
Summary of Financial Condition:
Total assets...................................................... $9,134,660 $9,055,086
Securities available for sale..................................... 1,459,784 1,954,997
Securities held to maturity....................................... 3,577,014 3,602,999
Loans............................................................. 3,777,160 3,149,641
Deposits.......................................................... 4,921,047 4,854,475
Other borrowings.................................................. 3,571,970 3,618,695
Stockholders' equity.............................................. 509,105 438,997
Summary of Operations:
Total interest income............................................. $ 166,143 $ 156,553
Total interest expense............................................ 119,769 108,123
Provision for losses on loans..................................... 300 300
----------- ----------
Net interest income after provision for
losses on loans................................................. 46,074 48,130
----------- ----------
Retail banking fees............................................... 3,132 2,532
Insurance and brokerage sales
commissions..................................................... 1,698 2,011
Loan servicing fees (expenses), net............................... 2,019 2,042
Net gain (loss) from financial instruments........................ 341 1,508
Unrealized losses on impairment of
mortgage-backed securities held to
maturity........................................................ -- (27,063)
Recognition of financial futures losses........................... -- --
Other............................................................. 1,328 998
----------- ----------
Total noninterest income (loss)............................... 8,518 (17,972)
----------- ----------
Total noninterest expense..................................... 21,718 21,493
----------- ----------
Income before income tax expense,
extraordinary item, and cumulative
effect of change in accounting
principle....................................................... 32,874 8,665
Income tax expense................................................ 11,309 2,978
Extraordinary item, net........................................... -- --
Cumulative effect of change in accounting
principle....................................................... -- --
----------- -----------
Net income........................................................ $ 21,565 $ 5,687
=========== ===========
Net income attributable to common stock........................... $ 20,508 $ 4,615
=========== ===========
Per Share Data:
Primary earnings per share:
Income before extraordinary item and
cumulative effect of change in
accounting principle....................................... $ 0.48 $ 0.12
Extraordinary item............................................ -- --
Cumulative effect of change in
accounting principles...................................... -- --
----------- -----------
Net income................................................. $ 0.48 $ 0.12
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
At or for the
Years Ended December 31,
-----------------------------------------------------------------------
1995 1994 1993 1992 1991
---------- ---------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
(dollars in thousands, except per share data)
Summary of Financial Condition:
Total assets..................................... $9,013,061 $8,431,866 $7,595,161 $6,038,732 $ 5,756,199
Securities available for sale.................... 1,606,461 1,765,699 1,665,879 52,399 46,997
Securities held to maturity...................... 3,550,140 3,276,062 2,642,916 2,219,147 2,487,141
Loans............................................ 3,577,892 3,072,151 2,671,810 2,349,771 2,259,867
Deposits......................................... 4,907,497 4,899,389 5,081,496 4,300,981 4,184,323
Other borrowings................................. 3,507,475 2,963,449 1,975,661 1,319,154 1,222,457
Stockholders' equity............................. 496,906 441,626 378,462 288,545 254,396
Summary of Operations:
Total interest income............................ $ 647,316 $ 533,368 $ 486,940 $ 439,173 $ 503,801
Total interest expense........................... 466,433 347,574 321,490 314,728 394,315
Provision for losses on loans.................... 1,200 12,432 706 2,648 2,695
---------- ---------- ---------- ---------- -----------
Net interest income after provision for
losses on loans................................ 179,683 173,362 164,744 121,797 106,791
---------- ---------- ---------- ---------- -----------
Retail banking fees.............................. 10,706 8,682 6,260 4,870 3,150
Insurance and brokerage sales
commissions.................................... 7,506 6,538 5,737 4,347 3,159
Loan servicing fees (expenses), net.............. 8,911 7,359 (11,145) 8,392 11,191
Net gain (loss) from financial instruments....... 5,468 (39,120) 10,646 11,394 374
Unrealized losses on impairment of
mortgage-backed securities held to
maturity....................................... (27,063) -- -- -- --
Recognition of financial futures losses.......... (34,827) -- -- -- --
Other............................................ 3,016 5,337 2,759 1,790 5,337
---------- ---------- ---------- ---------- -----------
Total noninterest income (loss).............. (26,283) (11,204) 14,257 30,793 23,211
---------- ---------- ---------- ---------- -----------
Total noninterest expense.................... 87,666 115,576 98,598 100,452 87,994
---------- ---------- ---------- ---------- -----------
Income before income tax expense,
extraordinary item, and cumulative
effect of change in accounting
principle...................................... 65,734 46,582 80,403 52,138 42,008
Income tax expense............................... 20,616 15,026 27,134 17,887 14,612
Extraordinary item, net.......................... -- (7,849) (1,908) (3,796) (1,662)
Cumulative effect of change in accounting
principle...................................... -- -- (6,489)/(1)/ -- (16,321)/(2)/
---------- ---------- ---------- ---------- -----------
Net income....................................... $ 45,118 $ 23,707 $ 44,872 $ 30,455 $ 9,413
========== ========== ========== ========== ===========
Net income attributable to common stock.......... $ 40,875 $ 18,523 $ 41,057 $ 28,866 $ 5,029
========== ========== ========== ========== ===========
Per Share Data:
Primary earnings per share
Income before extraordinary item and
cumulative effect of change in
accounting principle...................... $ 1.01 $ 0.70 $ 1.54 $ 1.09 $ 1.09
Extraordinary item........................... -- (0.21) (0.06) (0.13) (0.06)
Cumulative effect of change in
accounting principles..................... -- -- (0.20) -- (0.65)
---------- ---------- ---------- ---------- -----------
Net income................................ $ 1.01 $ 0.49 $ 1.28 $ 0.96 $ 0.38
========== ========== ========== ========== ===========
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
At or for the Three Months At or for the
Ended March 31, Years Ended December 31,
-------------------------- -----------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
----- ------- ------ ------ ------ ------ -------
(dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Fully-diluted earnings per share:
Income before extraordinary item and
cumulative effect of change in
accounting principles................$ 0.46 $ 0.12 $ 0.99 $ 0.68 $ 1.32 $ 0.99 $ 1.09
Extraordinary item..................... -- -- -- (0.20) (0.05) (0.11) (0.06)
Cumulative effect of change in
accounting principles................ -- -- -- -- (0.16) -- (0.65)
----- ------- ------ ------ ------ ------ -------
Net income...........................$ 0.46 $ 0.12 $ 0.99 $ 0.48 $ 1.11 $ 0.88 $ 0.38
====== ======= ====== ====== ====== ====== =======
Pro Forma amount assuming the change
in accounting principle is applied
retroactively:/(2)/
Net income........................... N/A N/A N/A N/A N/A N/A $25,734
====== ======= ====== ====== ====== ====== =======
Earnings per share................... N/A N/A N/A N/A N/A N/A $ 1.03
====== ======= ====== ====== ====== ====== =======
Other Data:
Ratio of net interest income to general
and administrative expense............... 2.14x 2.25x 2.06x/(4)/ 1.67x/(3)/ 1.82x 1.55x 1.44x
Effective net spread during the period..... 2.08% 2.22% 2.05% 2.29% 2.40% 2.32% 2.01%
Nonperforming assets to total assets, end
of period................................ 0.85 0.61 0.90 0.41 0.46 0.78 0.89
Return on assets (ratio of net income to
average total assets).................... 0.93 0.25/(5)/ 0.49/(4)/ 0.28/(3)/ 0.61 0.54 0.16
Return on equity (ratio of net income to
average stockholders' equity)............ 17.18 5.08/(5)/ 9.93/(4)/ 5.85/(3)/ 12.86 11.11 3.55
Equity-to-assets ratio (ratio of average
stockholders' equity to average total
assets).................................. 5.40 4.95 4.97 4.80 4.75 4.84 4.64
Cash dividends per share of common
stock....................................$ 0.155 $ 0.14 $ 0.56 $ 0.43 $ 0.31 $ 0.21 $ 0.20
Dividends on common stock payout ratio
(dividends paid per share of common
stock divided by primary net income
per share).............................. 32.29% 116.67%/(5)/ 55.45%/(4)/ 58.81%/(3)/ 18.72% 18.63% 90.41%
Book value per share, end of period........$10.83 $ 9.74 $10.60 $ 9.79 $ 9.18 $ 9.29 $ 8.67
- -------------------------
</TABLE>
(1) During December 1993, Roosevelt adopted the provisions of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities," on a prospective basis. As a result,
Roosevelt recorded a $6.5 million charge, net of applicable income taxes, as
a cumulative effect of a change in accounting principle to reflect an other
than temporary impairment of certain interest-only stripped coupon mortgage-
backed pass-through certificates and collateralized mortgage obligation
residual interests. See Note 2 of the Notes to Consolidated Financial
Statements included in the Roosevelt 1995 10-K incorporated herein by
reference. See "Incorporation of Certain Documents by Reference."
(2) During 1991, Roosevelt changed its method of amortizing cost in excess of
fair value of net assets acquired. Prior to 1991, Roosevelt amortized the
cost in excess of fair value of net assets acquired (goodwill) on a straight
line basis over a 15 year life. On January 1, 1991, Roosevelt adopted the
provisions of Statement of Financial Accounting Standards No. 72,
"Accounting for Certain Acquisitions of Banking and Thrift Institutions"
(SFAS 72) and amortizes goodwill over the life of the long-term interest-
bearing assets acquired. Such adoption was allowed as a result of the
Financial Accounting Standards Board Emerging Issues Task Force Consensus
No. 89-19 which permitted retroactive application for purchase business
combinations that occurred prior to the issuance of SFAS 72. Roosevelt
recorded a $16.3 million cumulative effect of a change in accounting
principle in 1991.
(3) Includes a $57.3 million net expense (net of income tax benefit) of merger-
related expenses as a result of the acquisition of Farm & Home. Such merger-
related expenses included $11.4 million in provision for losses on loans,
$38.4 million of net loss from financial instruments, $3.7 million in
provision for real estate losses, $6.3 million in compensation and employee
benefits, occupancy expense of $5.9 million, transaction related fees of
$7.0 million, and $1.8 million of other expenses. This amount was reduced by
the income tax effect of $25.0 million. An extraordinary item totalling $7.8
million was recorded related to the early extinguishment of debt. Not
including such charges for 1994, the ratio of net interest income to general
and administrative expense would have been 2.08x, return on assets would
have been 0.96%, return on equity would have been 20.01%, and the dividend
on common stock payout ratio would have been 18.40%.
(4) Excluding the impact of the impairment charge related to certain mortgage-
backed securities of $27.1 million, the recognition of financial futures
losses of $34.8 million and merger-related expenses of $1.6 million, the
ratio of net interest income to general and administrative expense would
have been 2.10x, return on assets would have been 0.95%, return on equity
would have been 18.96% and the dividend on common stock payout ratio would
have been 27.59%.
(5) Excluding the impact of the impairment charges related to certain mortgage-
backed securities of $27.1 million, return on assets would have been 1.04%,
return on equity would have been 20.95% and the dividend on common stock
payout ratio would have been 25.45%.
12
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
OF SENTINEL FINANCIAL CORPORATION
The following table shows, for the periods indicated, certain summary
historical data for Sentinel. This information is derived in part from, and
should be read in conjunction with, the separate consolidated financial
statements and related notes included elsewhere in this Proxy
Statement/Prospectus.
<TABLE>
<CAPTION>
At or for the Nine Months
Ended March 31, June 30,
------------------------- -------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------------ ----------- ----------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
(dollars in thousands, except per share data)
Selected Financial Condition Data:
Total assets.............................. $148,817 $160,837 $161,914 $154,560 $156,600 $161,054 $155,955
Loans receivable, net..................... 81,412 76,189 80,956 72,278 80,043 95,529 102,787
Mortgage-backed securities, net........... 55,424 71,354 68,941 73,096 60,725 31,982 23,968
Investment securities..................... 6,317 8,030 6,246 4,322 10,924 15,574 19,348
Securities and loans available for sale... 1,893 1,341 1,856 1,058 1,090 13,319 1,476
Savings deposits.......................... 125,559 127,740 126,440 131,504 138,585 144,685 138,771
Advances from Federal Home Loan Bank...... 10,000 20,250 21,850 10,450 10,000 9,500 11,000
Stockholders' equity/retained earnings -
substantially restricted................. 11,521 10,376 10,615 9,904 5,106 4,254 3,497
Number of full-service offices............ 2 2 2 2 2 2 2
Selected Operations Data:
Total interest and dividend income........ $ 8,266 $ 7,581 $ 10,422 $ 9,418 $ 10,793 $ 12,953 $ 13,954
Total interest expense.................... 5,730 5,336 7,344 6,780 7,740 9,733 11,164
-------- -------- -------- -------- -------- -------- --------
Net interest income.................. 2,537 2,244 3,078 2,638 3,053 3,220 2,790
Provision for losses on loans............. -- -- -- 42 154 27 130
-------- -------- -------- -------- -------- -------- --------
Net interest income after
provision for losses on loans....... 2,537 2,244 3,078 2,596 2,899 3,193 2,660
-------- -------- -------- -------- -------- -------- --------
Service fee income........................ 97 92 124 147 156 157 151
Gain on sale of securities and
loans, net............................... 117 12 30 35 275 124 42
Other noninterest income.................. 159 155 256 267 433 173 258
-------- -------- -------- -------- -------- -------- --------
Total noninterest income................ 373 259 410 449 864 454 451
-------- -------- -------- -------- -------- -------- --------
General and administrative expenses....... 2,542 1,921 2,602 2,671 2,418 2,511 2,396
Provision for losses on real estate
acquired through foreclosure............. -- -- -- (43) 24 37 --
-------- -------- -------- -------- -------- -------- --------
Income before income taxes and
cumulative effect of change in
accounting principle................ 368 582 886 418 1,345 1,135 716
Income taxes.............................. (460) 178 283 45 548 426 368
-------- -------- -------- -------- -------- -------- --------
Income before cumulative effect
of change in accounting principle... 828 404 603 373 797 709 348
Cumulative effect of change in
accounting principle..................... -- 27 27 191 55 49 235
-------- -------- -------- -------- -------- -------- --------
Net income........................... $ 828 $ 431 $ 630 $ 564 852 $ 758 $ 583
======== ======== ======== ======== ======== ======== ========
Earnings per share:
Income before extraordinary item and
cumulative effect of change in
accounting principle.................... $ 1.69 $ 0.84 $ 1.25 $ 0.52/(1) N/A N/A N/A
Cumulative effect of change in
accounting principle.................... -- 0.06 0.06 -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income........................... $ 1.69 $ 0.90 $ 1.31 $ 0.52/(1) N/A N/A N/A
======== ======== ======== ======== ======== ======== ========
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
At or for the Nine Months
Ended March 31, June 30,
--------------------- ------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Other Data:
Average total assets....................... $156,714 $159,136 $157,875 $155,206 $157,595 $159,404 $155,786
Average total liabilities.................. 146,248 149,344 147,616 147,701 152,804 155,482 152,443
Interest rate spread information:
Average during year...................... 1.86% 1.56% 1.61% 1.45% 1.75% 1.89% 1.66%
End of year.............................. 1.96% 1.55% 1.59% 1.49% 1.70% 2.20% 1.84%
Net interest margin........................ 2.16% 1.88% 1.98% 1.72% 1.97% 2.06% 1.83%
Average interest-earning assets to
average interest-bearing liabilities..... 108.94% 107.94% 107.67% 106.21% 104.33% 102.69% 102.30%
Nonperforming assets to total assets
at end of year........................... 0.00% 0.08% 0.08% 0.18% 0.39% 0.92% 1.36%
Equity to total assets at end of year...... 7.74% 6.45% 6.56% 6.41% 3.26% 2.64% 2.24%
Return on assets (ratio of net income
to average total assets)/(2)/............ 0.70% 0.36% 0.40% 0.36% 0.54% 0.48% 0.37%
Return on equity (ratio of net income
to average equity)/(2)/.................. 10.55% 5.87% 6.14% 7.51% 17.78% 19.33% 17.44%
Equity-to-assets ratio (ratio of
average equity to average total
assets).................................. 6.68% 6.15% 6.50% 4.84% 3.04% 2.46% 2.15%
General and administrative expenses as
a percent of average total assets/(2)/... 2.16% 1.61% 1.65% 1.72% 1.53% 1.58% 1.54%
Ratio of net interest income to
general and administrative expenses...... 1.00% 0.86% 0.85% 1.01% 0.79% 0.78% 0.86%
</TABLE>
- -------------------------------
(1) From January 7, 1994, the date of completion of the conversion of Sentinel
Federal from mutual to stock form of ownership.
(2) Annualized.
14
<PAGE>
ROOSEVELT FINANCIAL GROUP, INC. AND ROOSEVELT BANK
Roosevelt Financial Group, Inc.
General. Roosevelt is a Delaware corporation organized in 1988 to be the
thrift holding company for Roosevelt Bank. The principal asset of Roosevelt is
the outstanding stock of Roosevelt Bank. As of March 31, 1996, Roosevelt had
total consolidated assets of $9.1 billion, deposits of $4.9 billion and
stockholders' equity of $509 million. The executive offices of Roosevelt are
located at 900 Roosevelt Parkway, Chesterfield, Missouri 63017 and the telephone
number at that address is (314) 532-6200.
Roosevelt's business consists primarily of attracting deposits from the
general public and using those deposits, together with borrowings and other
funds, to acquire real estate and consumer loans and mortgage-backed securities,
to perform loan servicing functions for others and to provide other retail
banking and financial services for consumers. The principal elements of
Roosevelt's business plan are (i) the origination of a higher percentage of its
assets; (ii) the diversification of its balance sheet away from only mortgage
and real estate related assets; (iii) the expansion of its retail deposit base
with a simultaneous shift within that deposit base toward checking and
transaction accounts; and (iv) growth in fee income by providing other services
such as insurance, brokerage and mortgage loan servicing for other investors.
Acquisitions. Since the beginning of 1990, Roosevelt has pursued a program
of acquiring other in-market and adjacent-market thrift institutions. Roosevelt
expects to continue informal discussions with various financial institutions
regarding their acquisition by Roosevelt.
In 1990, Roosevelt expanded its franchise to the Illinois portion of the
St. Louis metropolitan area by acquiring Home Federal Savings, Alton, Illinois,
through the merger conversion acquisition of Home Federal Savings, which had
$110 million in assets and $104 million in savings deposits. In October 1991,
Roosevelt completed the merger conversion acquisition of Hannibal Mutual Loan
and Building Association, Hannibal, Missouri, which had $18 million in assets
and savings deposits. In November 1992, Roosevelt completed the merger
conversion acquisitions of Conservative Bank, FSB, St. Louis, Missouri, which
had $65 million in assets and $61 million in savings deposits, and First Granite
City Savings and Loan, Granite City, Illinois, which had $49 million in assets
and $42 million in savings deposits. In December 1992, Roosevelt entered the
Kansas City, Missouri market by completing the purchase of Brookside Savings
Bank, FSB, which had $219 million in assets and $146 million in savings
deposits.
In June 1993, Roosevelt completed the acquisition of the Missouri retail
banking network of First Nationwide Bank of San Francisco, California. Roosevelt
received net cash totaling $588 million. Gross proceeds totaled $595 million,
which represented the amount of deposit accounts acquired by Roosevelt Bank and
accrued but unpaid interest on such accounts. This amount was reduced by $7
million, which was paid by Roosevelt Bank for the acquisition of certain loans
and a tax deductible intangible asset related to the deposit accounts.
In November 1993, Roosevelt completed the acquisition of the 17 eastern
Missouri retail banking branches of Home Savings of America, Los Angeles,
California. The transaction was structured as a purchase of deposits and related
branch locations and equipment. Roosevelt received net cash of $709 million.
Gross proceeds totaled $733 million, which represented the amount of deposit
accounts acquired by Roosevelt and accrued but unpaid interest on such accounts.
This amount was reduced by $24 million, which was paid by Roosevelt for the
acquisition of certain loans and a tax deductible intangible asset related to
the deposit accounts.
On April 22, 1994, Roosevelt completed the acquisition of Home Federal
Bancorp of Missouri, Inc., St. Louis, Missouri, which had total consolidated
assets of $533 million and savings deposits of $467 million.
On June 30, 1994, Farm & Home Financial Corporation ("Farm & Home"),
Nevada, Missouri, with total consolidated assets of $3.1 billion and savings
deposits of $2.1 billion, merged with and into Roosevelt and Farm & Home Savings
Association, a Missouri chartered stock savings and loan association and wholly
owned subsidiary of Farm & Home, merged with and into Roosevelt Bank. The
15
<PAGE>
transaction was accounted for as a pooling of interests and, accordingly, the
consolidated financial statements of Roosevelt have been restated to include the
results of Farm & Home for the periods presented. On July 1, 1994, Roosevelt
completed the sale of Farm & Home's construction lending business for $75
million in cash.
On October 20, 1995, Roosevelt completed the acquisition of WSB Bancorp,
Inc. ("WSB"), Washington, Missouri, the holding company for Washington Savings.
Upon consummation of the merger, each WSB stockholder became entitled to receive
$22.75 in cash for each share of WSB common stock held. As of the date of the
acquisition, WSB had $97 million in total consolidated assets, $81 million in
deposits and stockholders' equity of $19 million.
On December 29, 1995, Roosevelt completed the acquisition of Kirksville
Bancshares, Inc. ("Kirksville"), Kirksville, Missouri, the holding company for
Kirksville Bank. Upon consummation of the merger, each Kirksville stockholder
became entitled to receive 2.4437 shares of Roosevelt Common Stock. As of the
date of the acquisition, Kirksville had total consolidated assets of $131
million, deposits of $102 million and stockholders' equity of $21 million.
On April 9, 1996, Roosevelt entered into a definitive agreement pursuant to
which Mutual Bancompany, Inc. ("Mutual"), Jefferson City, Missouri, the holding
company for Mutual Bank, will merge with and into Roosevelt, and Mutual Bank
will merge with Roosevelt Bank. Upon the consummation of the transactions, each
Mutual stockholder will become entitled to receive a number of shares of
Roosevelt Common Stock equal to the quotient of (A) $23.00 divided by (B) the
weighted average sale price of all Roosevelt Common Stock traded on the Nasdaq
National Market during the ten trading days ending on the date that is three
trading days prior to the closing date of the transaction. As of March 31, 1996,
Mutual had total consolidated assets of $53 million, deposits of $46 million and
stockholders' equity of $6 million.
On April 16, 1996, Roosevelt entered into a definitive agreement pursuant
to which Community Charter Corporation ("CCC"), St. Louis, Missouri, the holding
company for Missouri State Bank, will be merged with Roosevelt, resulting in
Missouri State Bank becoming a stand-alone first tier subsidiary of Roosevelt.
Upon the consummation of the merger, each CCC stockholder will become entitled
to receive 1.6 shares of Roosevelt Common Stock. As of March 31, 1996, CCC had
total consolidated assets of $62 million, deposits of $54 million and
stockholders' equity of $6 million.
Bank Holding Company Regulation
General. Upon consummation of the acquisition of Missouri State Bank,
Roosevelt will become a bank holding company in addition to its current status
as a savings and loan holding company, and will register as such with the Board
of Governors of the Federal Reserve System (the "FRB"). Bank holding companies
are subject to comprehensive regulation by the FRB under the BHCA and the
regulations of the FRB. As a bank holding company, Roosevelt will be required to
file reports with the FRB and such additional information as the FRB may
require, and will be subject to regular examinations by the FRB. The FRB also
has extensive enforcement authority over bank holding companies, including,
among other things, the ability to assess civil money penalties, to issue cease
and desist or removal orders and to require that a holding company divest
subsidiaries (including its bank subsidiaries). In general, enforcement actions
may be initiated for violations of law and regulations and unsafe or unsound
practices.
Under FRB policy, a bank holding company must serve as a source of strength
for its subsidiary banks. Under this policy the FRB may require, and has
required in the past, a holding company to contribute additional capital to an
undercapitalized subsidiary bank.
Under the BHCA, a bank holding company must obtain FRB approval before: (i)
acquiring, directly or indirectly, ownership or control of any voting shares of
another bank or bank holding company if, after such acquisition, it would own or
control more than 5% of such shares (unless it already owns or controls the
majority of such shares); (ii) acquiring all or substantially all of the assets
of another bank or bank holding company; or (iii) merging or consolidating with
another bank holding company.
16
<PAGE>
As a savings and loan holding company, Roosevelt is generally not subject
to any activity restrictions, but as a bank holding company will be subject to
more restrictive activity limitations imposed on bank holding companies. The
BHCA prohibits a bank holding company, with certain exceptions, from acquiring
direct or indirect ownership or control of more than 5% of the voting shares of
any company which is not a bank or bank holding company, or from engaging
directly or indirectly in activities other than those of banking, managing or
controlling banks, or providing services for its subsidiaries. The principal
exceptions to these prohibitions involve certain non-bank activities which, by
statute or by FRB regulation or order, have been identified as activities
closely related to the business of banking or managing or controlling banks. The
list of activities permitted by the FRB includes, among other things, operating
a savings institution (such as Roosevelt Bank), mortgage company, finance
company, credit card company or factoring company; performing certain data
processing operations; providing certain investment and financial advice;
underwriting and acting as an insurance agent for certain types of credit-
related insurance; leasing property on a full-payout, non-operating basis;
selling money orders, travelers' checks and United States Savings Bonds; real
estate and personal property appraising; providing tax planning and preparation
services; and, subject to certain limitations, providing securities brokerage
services for customers. The scope of permissible activities may be expanded from
time to time by the FRB. Such activities may also be affected by federal
legislation.
Interstate Banking and Branching. In 1994, the Riegle-Neal Interstate
Banking and Branching Act of 1994 (the "Act") was enacted to ease restrictions
on interstate banking. Effective September 29, 1995, the Act allows the FRB to
approve an application of an adequately capitalized and adequately managed bank
holding company to acquire control of, or acquire all or substantially all of
the assets of, a bank located in a state other than such holding company's home
state, without regard to whether the transaction is prohibited by the laws of
any state. The FRB may not approve the acquisition of a bank that has not been
in existence for the minimum time period (not exceeding five years) specified by
the statutory law of the host state. The Act also prohibits the FRB from
approving an application if the applicant (and its depository institution
affiliates) controls or would control more than 10% of the insured deposits in
the United States or 30% or more of the deposits in the target bank's home state
or in any state in which the target bank maintains a branch. The Act does not
affect the authority of states to limit the percentage of total insured deposits
in the state which may be held or controlled by a bank or bank holding company
to the extent such limitation does not discriminate against out-of-state banks
or bank holding companies. Individual states may also waive the 30% state-wide
concentration limit contained in the Act.
Additionally, beginning on June 1, 1997, the federal banking agencies will
be authorized to approve interstate merger transactions without regard to
whether such transaction is prohibited by the law of any state, unless the home
state of one of the banks opts out of the Act by adopting a law after the date
of enactment of the Act and prior to June 1, 1997 which applies equally to all
out-of-state banks and expressly prohibits merger transactions involving out-of-
state banks. Interstate acquisitions of branches will be permitted only if the
law of the state in which the branch is located permits such acquisitions.
Interstate mergers and branch acquisitions will also be subject to the
nationwide and statewide insured deposit concentration amounts described above.
The Act authorizes the Office of the Comptroller of the Currency (the
"OCC") and FDIC to approve interstate branching de novo by national and state
banks, respectively, only in states which specifically allow for such branching.
The Act also requires the appropriate federal banking agencies to prescribe
regulations by June 1, 1997 which prohibit any out-of-state bank from using the
interstate branching authority primarily for the purpose of deposit production.
These regulations must include guidelines to ensure that interstate branches
operated by an out-of-state bank in a host state are reasonably helping to meet
the credit needs of the communities which they serve. The State of Missouri has
not yet authorized interstate merger transactions or de novo interstate
branching.
Any future acquisitions of thrift institutions of Roosevelt will continue
to be subject to the HOLA. As a federal thrift institution, Roosevelt Bank,
subject to certain conditions, has nationwide branching authority.
Dividends. The FRB has issued a policy statement on the payment of cash
dividends by bank holding companies, which expresses the FRB's view that a bank
holding company should pay cash dividends only to the extent that its net income
for the past year is sufficient to cover both the cash dividends and a rate of
earning retention that is consistent with the holding company's capital needs,
asset quality and overall financial condition. The FRB also indicated that it
would be inappropriate for a company experiencing serious financial problems to
borrow funds to pay dividends. Furthermore, under the prompt corrective action
regulations adopted by the FRB,
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the FRB may prohibit a bank holding company from paying any dividends if the
holding company's bank subsidiary is classified as "undercapitalized".
Bank holding companies are required to give the FRB prior written notice of
any purchase or redemption of its outstanding equity securities if the gross
consideration for the purchase or redemption, when combined with the net
consideration paid for all such purchases or redemptions during the preceding 12
months, is equal to 10% or more of their consolidated net worth. The FRB may
disapprove such a purchase or redemption if it determines that the proposal
would constitute an unsafe or unsound practice or would violate any law,
regulation, FRB order, or any condition imposed by, or written agreement with,
the FRB. This notification requirement does not apply to any company that meets
the well-capitalized standard for commercial banks, has a safety and soundness
examination rating of at least a "2" and is not subject to any unresolved
supervisory issues.
Capital Requirements. The FRB has established capital requirements for bank
holding companies that generally parallel the capital requirements for national
banks and federal thrift institutions such as Roosevelt Bank. As a thrift
holding company, Roosevelt is not subject to any minimum capital requirements.
Roosevelt Bank
Roosevelt Bank is a federally chartered savings bank with $9.1 billion in
consolidated assets at March 31, 1996, making it the largest Missouri-based
thrift institution. Roosevelt Bank has 79 full-service offices with 38 offices
serving the St. Louis metropolitan area (including Alton and Granite City,
Illinois) and nine offices serving the Kansas City metropolitan area. The
remaining 32 offices are located in Staunton, Illinois and Pittsburg, Kansas and
the Missouri cities of Hannibal (2), Springfield (3), Columbia, Union,
Warrenton, St. James, Washington, Sikeston, Dexter, Malden, Poplar Bluff, Hayti,
Portageville, Cape Girardeau, Mexico, Jefferson City, Trenton, Marshall,
Sedalia, Clinton, Maryville, St. Joseph, Nevada, Lamar, Joplin (2) and
Kirksville. Incorporated as a Missouri chartered mutual savings and loan in
1934, Roosevelt Bank converted to a federally chartered savings and loan in
1935. In 1987, Roosevelt Bank became a stock savings and loan and, one year
later, converted to a stock savings bank.
Roosevelt Bank is subject to examination and comprehensive regulation and
oversight by the OTS and the FDIC. Roosevelt Bank is further subject to
regulations of the FRB with respect to reserves required to be maintained
against transaction accounts. Roosevelt Bank is a member of the Federal Home
Loan Bank ("FHLB") of Des Moines, which is one of the 12 regional banks
constituting the FHLB system and its savings deposits are insured by the SAIF to
the maximum extent permitted by the FDIC.
For additional information, see "Selected Consolidated Financial and Other
Data of Roosevelt Financial Group, Inc." Information concerning Roosevelt and
Roosevelt Bank also is included in the Roosevelt documents incorporated by
reference herein. See "Incorporation of Certain Documents by Reference."
SENTINEL FINANCIAL CORPORATION AND SENTINEL FEDERAL SAVINGS AND LOAN
ASSOCIATION OF KANSAS CITY
Sentinel Financial Corporation
Sentinel is a Delaware corporation formed in September 1993 to act as the
holding company for Sentinel Federal upon the completion of Sentinel Federal's
conversion from mutual to stock form of ownership, which was completed in
January 1994. At March 31, 1996, Sentinel had total consolidated assets of
$148.8 million, deposits of $125.6 million and stockholders' equity of $11.5
million. The executive offices of Sentinel and Sentinel Federal are located at
1001 Walnut Street, Kansas City, Missouri 64106, and the telephone number at
that address is (816) 474-9800.
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Sentinel Federal Savings and Loan Association of Kansas City
Sentinel Federal is a federally chartered savings and loan association
headquartered in Kansas City, Missouri. Sentinel Federal was organized in 1919
as a Missouri mutual savings and loan association under the name "Baptist
Savings and Loan Association of Kansas City." In 1935, Sentinel Federal
converted to a federally chartered savings and loan association and changed its
name to "Sentinel Federal Savings and Loan Association of Kansas City." Sentinel
Federal is regulated by the OTS and its deposits are insured up to applicable
limits under the SAIF. Sentinel Federal also is a member of the FHLB System.
Sentinel Federal's principal business consists of attracting deposits from
the general public, originating loans secured primarily by owner-occupied
residential properties and purchasing mortgage-related securities through the
secondary market. To a significantly lesser extent, Sentinel Federal also
originates consumer, commercial real estate, and commercial business loans.
On December 20, 1989, Sentinel Federal entered into a Supervisory Agreement
with the OTS as a result of OTS criticisms of Sentinel Federal's policies and
operations and its reduced capital position. In May 1990, Sentinel Federal also
signed a Capital Plan agreement as a result of its low level of core capital.
The Capital Plan was terminated on June 1, 1994 due to increases in capital
levels primarily as a result of the initial public offering. However, the
Supervisory Agreement remains in effect until terminated by the OTS. The
Supervisory Agreement requires Sentinel Federal to follow certain limitations
primarily relating to Sentinel Federal's internal operations, lending activities
and investments.
For additional information, see "Selected Consolidated Financial and Other
Data of Sentinel Financial Corporation" and "Business of Sentinel Financial
Corporation."
THE SPECIAL MEETING
Place, Time and Date
The Special Meeting is scheduled to be held at ________________ located at
____________ Kansas City, Missouri, on _______, _________, 1996 at __:__ __.m.,
local time. This Proxy Statement/Prospectus is being sent to holders of record,
and certain beneficial owners, of Sentinel Common Stock as of the Record Date
(as defined below), and is accompanied by a form of proxy which the Sentinel
Board requests that stockholders execute and return to Sentinel for use at the
Special Meeting.
Matters to Be Considered
At the Special Meeting, holders of Sentinel Common Stock as of the Record
Date will vote upon a proposal to approve the Merger Agreement and the
transactions contemplated thereby. Holders of Sentinel Common Stock also may
consider and vote upon such other matters as are properly brought before the
Special Meeting. As of the date hereof, the Sentinel Board knows of no business
that will be presented for consideration at the Special Meeting, other than the
matters described in this Proxy Statement/Prospectus.
Record Date; Vote Required
The Sentinel Board has fixed the close of business on _________, 1996 (the
"Record Date") as the time for determining holders of Sentinel Common Stock who
are entitled to notice of and to vote at the Special Meeting. Only holders of
record of Sentinel Common Stock on the Record Date will be entitled to notice of
and to vote at the Special Meeting. As of the Record Date, there were ________
shares of Sentinel Common Stock outstanding and entitled to vote at the Special
Meeting.
Each holder of record of shares of Sentinel Common Stock on the Record Date
will be entitled to cast one vote per share on each proposal at the Special
Meeting. Such vote may be exercised in person or by properly executed proxy. The
presence, in person or by properly executed proxy, of the holders of a majority
of the outstanding shares of Sentinel Common Stock entitled to vote at the
Special Meeting is necessary to constitute a
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quorum. Abstentions and broker non-votes will be treated as shares present at
the Special Meeting for purposes of determining the presence of a quorum.
Approval of the Merger Agreement at the Special Meeting will require the
affirmative vote of the holders of a majority of the outstanding shares of
Sentinel Common Stock entitled to vote at the Special Meeting. As a result,
abstentions and broker non-votes will have the same effect as votes against the
Merger Agreement.
As of __________, 1996, the directors and executive officers of Sentinel
and their affiliates beneficially owned in the aggregate ________ shares
(excluding ________ shares underlying stock options, which shares may not be
voted at the Special Meeting), or ______% of the then outstanding shares (_____%
assuming the exercise of stock options held by directors and executive
officers), of Sentinel Common Stock entitled to vote at the Special Meeting.
Each director of Sentinel has entered into a Voting Agreement whereby each such
director has agreed to vote all his shares of Sentinel Common Stock owned by him
(_______ shares in the aggregate for all directors) for approval of the Merger
Agreement. As of __________, 1996, the directors and executive officers of
Roosevelt and their affiliates beneficially owned in the aggregate _____ shares
of Sentinel Common Stock.
Voting Securities and Principal Holders Thereof
The following table sets forth, as of __________, 1996, certain information
with respect to the beneficial ownership of Sentinel Common Stock by: (i) those
persons who were known by the management of Sentinel to be beneficial owners of
more than 5% of the outstanding shares of Sentinel Common Stock; (ii) each
director of Sentinel; and (iii) all directors and executive officers of Sentinel
as a group.
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<PAGE>
<TABLE>
<CAPTION>
Name and Amount and Nature Percent of
Address of of Beneficial Common Stock
Beneficial Owner Ownership/(1)/ Outstanding
- ---------------- ----------------- -------------
<S> <C> <C>
James F. Dierberg 51,105/(2)/ 9.95%
Individual Retirement Account
39 Glen Eagles Drive
St. Louis, Missouri 63124
Jeffrey S. Halis 31,999/(3)/ 6.23
500 Park Avenue
Fifth Floor
New York, New York 10022
Donald L. Koch 31,790/(4)/ 6.19
1293 S. Mason Road
St. Louis, Missouri 63131
Sentinel Federal Savings 25,500/(5)/ 5.00
and Loan Association
Employee Stock
Ownership Plan Trust
Craig D. Laemmli 32,048/(6)/ 5.96
1001 Walnut Street
Kansas City, Missouri 64106
John H. Grow 7,990 1.54
Glennon E. McFarland 9,490 1.83
Willard S. Norton 11,740 2.27
Donald E. Kuenzi, M.D. 17,890 3.46
Robert C. Taul 11,490 2.22
Ron C. Castle 1,000 .19
All Officers and
Directors as a
Group (13 persons) 109,821 19.13%
</TABLE>
___________________
(1) Includes all shares held directly as well as by spouses, other immediate
family members, in trust and other forms of indirect ownership, over which
shares the named persons possess voting and investment power. This table
also includes shares of Sentinel Common Stock subject to outstanding
options exercisable within 60 days pursuant to the Sentinel Stock Option
Plan and shares allocated to participants' accounts under Sentinel
Federal's Management Recognition and Development Plans.
(2) This information is based on records maintained by Sentinel and information
from a Schedule 13D filed with the Securities and Exchange Commission
("SEC") in June 1994.
(3) This information is based on records maintained by Sentinel and information
from a Schedule 13D filed with the SEC in February 1994.
(4) This information is based on records maintained by Sentinel and information
from a Schedule 13D filed with the SEC in March 1994.
(5) The Sentinel Federal Employee Stock Ownership Plan ("ESOP") purchased
25,500 shares of the Sentinel Common Stock for the exclusive benefit of
participating employees with funds borrowed from Sentinel in connection
with Sentinel Federal's conversion from mutual to stock form.
ESOP shares are held in a suspense account for allocation
among participants on the basis
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<PAGE>
of compensation as the loan is repaid. A committee appointed by the
Sentinel Board (the "ESOP Committee") administers the ESOP. The Sentinel
Board has appointed Directors Laemmli, Grow and Norton, as trustees for the
ESOP (the "ESOP Trustee"). The Sentinel Board may instruct the ESOP Trustee
regarding investments of funds contributed to the ESOP. The ESOP Trustee
must vote all allocated shares held in the ESOP in accordance with the
instructions of the participating employees. Unallocated shares will be
voted by the ESOP Trustee as directed by the ESOP Committee. The ESOP
Committee is composed of Directors Laemmli, Grow and Norton. (6) This
information is based on records maintained by Sentinel and information from
a Schedule 13D filed with the SEC in September 1995.
Proxies
Shares of Sentinel Common Stock represented by properly executed proxies
received prior to or at the Special Meeting will, unless such proxies have been
revoked, be voted at the Special Meeting in accordance with the instructions
indicated in the proxies. If no instructions are indicated on a properly
executed proxy, the shares will be voted FOR the Merger Agreement.
Any proxy given pursuant to this solicitation or otherwise may be revoked
by the person giving it at any time before it is voted by delivering to John C.
Spencer, Secretary of Sentinel, at 1001 Walnut Street, Kansas City, Missouri
64106 on or before the taking of the vote at the Special Meeting, a written
notice of revocation bearing a later date than the proxy or a later dated proxy
relating to the same shares of Sentinel Common Stock or by attending the Special
Meeting and voting in person. Attendance at the Special Meeting will not in
itself constitute the revocation of a proxy.
If any other matters are properly presented at the Special Meeting for
consideration, the persons named in the proxy or acting thereunder will have
discretion to vote on such matters in accordance with their best judgment. As of
the date hereof, the Sentinel Board knows of no such other matters.
In addition to solicitation by mail, directors, officers, and employees of
Sentinel, who will not be specifically compensated for such services, may
solicit proxies from the stockholders of Sentinel, personally or by telephone,
telegram or other forms of communication. Brokerage houses, nominees,
fiduciaries and other custodians will be requested to forward soliciting
materials to beneficial owners and will be reimbursed for their reasonable
expenses incurred in sending proxy material to beneficial owners. Sentinel will
bear its own expenses in connection with the solicitation of proxies for the
Special Meeting, except that Roosevelt will pay all printing and mailing
expenses associated with the Proxy Statement/Prospectus.
HOLDERS OF SENTINEL COMMON STOCK ARE REQUESTED TO COMPLETE, DATE AND SIGN
THE ACCOMPANYING FORM OF PROXY AND TO RETURN IT PROMPTLY TO SENTINEL IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
HOLDERS OF SENTINEL COMMON STOCK SHOULD NOT FORWARD STOCK CERTIFICATES WITH
THEIR PROXY CARDS.
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<PAGE>
THE MERGER
The information in this Proxy Statement/Prospectus concerning the terms of
the Merger is qualified in its entirety by reference to the full text of the
Merger Agreement, which is attached hereto as Appendix I and incorporated by
reference herein. All stockholders are urged to read the Merger Agreement in its
entirety.
General
Pursuant to the Merger Agreement, Sentinel will be merged with and into
Roosevelt, with Roosevelt being the surviving entity (the "Company Merger") and,
immediately thereafter, Sentinel Federal will be merged with Roosevelt Bank (the
"Bank Merger" and, together with the Company Merger, the "Merger"). As soon as
possible after the conditions to consummation of the Merger described below have
been satisfied or waived, and unless the Merger Agreement has been terminated as
provided below, Roosevelt and Sentinel will file a certificate of merger with
the Secretary of State of Delaware for the Company Merger, and articles of
combination with the OTS for the Bank Merger. The Company Merger will become
effective upon the filing of the certificate of merger with the Secretary of
State of Delaware. The Bank Merger will become effective at the time the
articles of combination are endorsed by the OTS. The time at which the Company
Merger becomes effective is referred to herein as the "Effective Time."
Upon consummation of the Merger, each outstanding share of Sentinel Common
Stock (other than any share held by a holder who perfects dissenters' rights or
any other excluded share) shall be converted into 1.4231 shares of Roosevelt
Common Stock, subject to adjustment such that if the weighted average sale price
of all Roosevelt Common Stock traded on the Nasdaq National Market during the
ten trading day period ending on the date that is three trading days prior to
the Closing Date of the Merger (the "Average Pre-Closing Trading Price") is less
than $15.83 per share, the Exchange Ratio shall be equal to $22.525 divided by
the Average Pre-Closing Trading Price (in which case a greater number of shares
of Roosevelt Common Stock will be issued than if there were no adjustment to the
Exchange Ratio), and if the Average Pre-Closing Trading Price is greater than
$21.42 per share, the Exchange Ratio shall be equal to $30.475 divided by the
Average Pre-Closing Trading Price (in which case fewer shares of Roosevelt
Common Stock will be issued than if there were no adjustment to the Exchange
Ratio). Each stockholder of Sentinel shall be entitled to exchange Sentinel
Common Stock certificates for Roosevelt Common Stock certificates and thereupon
shall cease to be a stockholder of Sentinel, and the separate existence and
corporate organization of Sentinel shall cease.
Background of the Merger
Effective January 4, 1994, Sentinel Federal converted from a federal mutual
savings and loan association to a federal stock savings and loan association. At
the same time, Sentinel Federal became a wholly owned subsidiary of Sentinel, a
newly formed savings and loan holding company. In connection with the
conversion, Sentinel completed an initial public offering, selling 513,523
shares of Sentinel Common Stock at $10.00 per share.
Following the conversion and consistent with Sentinel's business plan,
management of Sentinel and Sentinel Federal concentrated their efforts primarily
on the improvement of Sentinel Federal's core business of obtaining deposits
from the public and originating one- to four-family mortgage loans. In addition,
Sentinel Federal also pursued the objective of controlling operating expenses as
a means of improving overall profitability.
Throughout the period following the conversion, Sentinel also considered
its strategic alternatives, taking into account its market area and size, in
light of the increased rate of consolidation in the financial services industry.
These alternatives included expansion into related businesses, expansion of loan
and deposit products offered to the public and raising Sentinel Federal's
profile in the local community through increased advertising and community
involvement. In addition, consistent with the overall objective of maximizing
the long-term value of shareholders' interests, management and the Sentinel
Board considered unsolicited business combination proposals from various
parties, including shareholders.
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<PAGE>
Since the conversion, Sentinel management and the Sentinel Board have been
aware of the significant and rapid consolidation that has been occurring among
the providers of banking and financial services in Sentinel Federal's market.
Management and the Sentinel Board have also been aware that the larger financial
institutions that emerge from such consolidations may acquire substantial
competitive advantages, including greater diversity in their loan portfolios,
cost savings through the integration of redundant operations and support
functions, improved access to capital and funding and the ability to spread the
costs of developing new products and services over a wider customer base.
Management and the Sentinel Board have also monitored other developments,
such as the uncertainty surrounding the thrift industry due to the deposit
insurance premium differential between institutions insured by the SAIF and
those insured by the BIF, the anticipated effects on the thrift industry of
regulatory agency consolidation and the attractiveness of thrift acquisition
premiums.
During the early part of 1996, management was approached by Roosevelt
regarding a possible business combination and preliminary discussions were
initiated regarding the terms and conditions of Roosevelt's proposal. Based upon
these preliminary discussions, the Sentinel Board authorized management to
pursue additional discussions with Roosevelt and to provide Roosevelt with
information to facilitate Roosevelt's review of the business, assets and
operations of Sentinel and Sentinel Federal.
Additional discussions occurred in February and early March of 1996, during
which period Roosevelt also conducted a due diligence review of Sentinel and
Sentinel Federal. During the same period, management and the Sentinel Board
reviewed with special legal counsel, Breyer & Aguggia, the legal ramifications
of a business combination generally and initiated a survey of market data
regarding other business combinations involving community financial
institutions. Subsequently, on March 1, 1996, the Sentinel Board retained
Trident to assist the Sentinel Board in evaluating whether the interests of the
shareholders of Sentinel Common Stock would be best served by remaining
independent or by pursuing a business combination with Roosevelt on the basis of
the discussions held to date. Specifically, the Sentinel Board asked Trident to
consider whether the proposed business combination would result in a return of
value to Sentinel shareholders that could not be achieved through Sentinel's
continued operation as an independent entity with continued emphasis on building
shareholder value through expansion of operations, increasing earnings and
enhancing operating efficiencies.
A draft definitive agreement was submitted by Roosevelt in March 1996 and
further negotiations were conducted with Roosevelt during March, with the
involvement of Breyer & Aguggia regarding the terms and conditions of the
definitive agreement, and Trident regarding the structure of the Merger
Consideration (as defined herein). These negotiations resulted in the
presentation of the Merger Agreement to the Sentinel Board on March 20, 1996. At
this meeting, the Board received a comprehensive report on the course of the
negotiations with Roosevelt and the terms and conditions of the Merger Agreement
were reviewed extensively with the Sentinel Board by Breyer & Aguggia.
The meeting was adjourned and reconvened on March 22, 1996 whereupon
Trident reviewed with the Sentinel Board the proposed Merger Consideration and
the collar and price adjustments relative to the Merger Consideration in the
event of potential movements in the price of Roosevelt Common Stock. The
Sentinel Board also extensively reviewed with legal counsel and Trident (i) the
proposed terms of the transaction compared to other comparable transactions,
(ii) financial information regarding Roosevelt, (iii) the results of a due
diligence analysis of Roosevelt, (iv) the proposed treatment of Sentinel Federal
employees and (v) alternative valuations of Sentinel. The Sentinel Board also
reviewed the prospects for realizing comparable shareholder returns by remaining
an independent entity. Finally, the Sentinel Board reviewed and discussed the
text of Trident's proposed opinion to the effect that the Merger Consideration,
as of such date, was fair, from a financial point of view, to the holders of
Sentinel Common Stock. The Sentinel Board also reviewed the anticipated tax
consequences of the transaction. Thereafter, the Sentinel Board unanimously
approved the Merger Agreement and authorized management, in consultation with
legal counsel, to enter into and carry out the Merger Agreement.
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<PAGE>
Reasons for the Merger; Recommendation of the Board of Directors
The Sentinel Board believes that the terms of the Merger Agreement, which
are the product of arm's length negotiations between representatives of
Roosevelt and Sentinel, are fair and in the best interests of Sentinel and its
stockholders. Moreover, there is no affiliation between any of the directors and
officers of the respective companies. In the course of reaching its
determination, the Sentinel Board consulted with legal counsel with respect to
its legal duties, the terms of the Merger Agreement and the issues related
thereto, and with Trident with respect to the financial aspects and fairness of
the transaction and with senior management regarding, among other things,
operational matters.
In reaching its determination to approve the Merger Agreement, the Sentinel
Board considered all factors it deemed material, which include the following:
(a) The Sentinel Board analyzed information with respect to the financial
condition, results of operations, cash flow, businesses and prospects of
Sentinel. In this regard, the Sentinel Board analyzed the options of selling
Sentinel or continuing on a stand-alone basis. The range of values on a sale of
control basis were determined to generally exceed the present value of Sentinel
shares on a stand-alone basis under business strategies which could be
reasonably implemented by Sentinel.
(b) The Sentinel Board considered the written opinion of Trident that, as
of March 22, 1995, the Merger Consideration to be received by holders of
Sentinel Common Stock pursuant to the Merger Agreement was fair to Sentinel
stockholders from a financial point of view. See "--Opinion of Financial
Advisor."
(c) The Sentinel Board considered the current operating environment,
including, but not limited to, the continued consolidation and increasing
competition in the banking and financial services industries, the prospect for
further changes in these industries, the controversy pertaining to the BIF/SAIF
deposit insurance premium differential and federal regulatory agency
consolidation and the importance of being able to capitalize on developing
opportunities in these industries. This information had been periodically
reviewed by the Sentinel Board at its regular meetings in the months following
Sentinel Federal's conversion to stock form and was also discussed between the
Sentinel Board and Sentinel's various advisors.
(d) The Sentinel Board considered the other terms of the Merger Agreement
and exhibits thereto, including that the Merger would generally be income tax
free to Sentinel shareholders.
(e) The Sentinel Board considered detailed financial analyses, pro forma
and other information with respect to Sentinel and Roosevelt discussed by
Trident, as well as the Sentinel Board's own knowledge of Sentinel, Roosevelt
and their respective businesses. In this regard, the latest publicly-available
financial and other information for Sentinel and Roosevelt were analyzed,
including a comparison to publicly-available financial and other information for
other similar savings institutions. The Sentinel Board also considered the
relative liquidity of Sentinel Common Stock and Roosevelt Common Stock.
(f) The Sentinel Board considered the value of Sentinel continuing as a
stand-alone entity compared to the effect of Sentinel combining with Roosevelt
in light of the factors summarized above and the current economic and financial
environment, including, but not limited to, other possible strategic
alternatives.
(g) The Sentinel Board considered the likelihood of the Merger being
approved by the appropriate regulatory authorities, including factors such as
market share analyses, Roosevelt's Community Reinvestment Act rating at that
time and the estimated pro forma financial impact of the Merger on Roosevelt.
(h) The Sentinel Board considered the fact that the Merger Agreement
prohibits Sentinel from initiating, soliciting, or encouraging discussions with
third parties relating to alternative transactions and requires the payment of a
termination fee of $680,000 to Roosevelt in certain events, and the fact that
Roosevelt required such provisions as a condition to entering into the Merger
Agreement.
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The foregoing discussion of the information and factors considered by the
Sentinel Board is not intended to be exhaustive, but constitutes the material
factors considered by the Sentinel Board. In reaching its determination to
approve and recommend the Merger Agreement, the Sentinel Board did not assign
any relative or specific weights to the foregoing factors, and individual
directors may have weighed factors differently. After deliberating with respect
to the Merger and the other transactions contemplated by the Merger Agreement
and considering, among other things, the matters discussed above and the opinion
of Trident referred to above, the Sentinel Board unanimously approved and
adopted the Merger Agreement and the transactions contemplated thereby as being
in the best interests of Sentinel and its stockholders.
FOR THE REASONS SET FORTH ABOVE, THE SENTINEL BOARD HAS UNANIMOUSLY
APPROVED THE MERGER AGREEMENT AS ADVISABLE AND IN THE BEST INTERESTS OF SENTINEL
AND SENTINEL STOCKHOLDERS AND RECOMMENDS THAT THE STOCKHOLDERS OF SENTINEL VOTE
FOR THE APPROVAL OF THE MERGER AGREEMENT.
- ---
Merger Consideration
Subject to the terms, conditions and procedures set forth in the Merger
Agreement, each share of Sentinel Common Stock issued and outstanding
immediately prior to the Merger (other than any shares of Sentinel Common Stock
held by Roosevelt or Sentinel) will be converted into 1.4231 shares (the
"Exchange Ratio") of Roosevelt Common Stock (the "Merger Consideration"). The
Exchange Ratio is subject to adjustment, such that if the weighted average sale
price of all Roosevelt Common Stock traded on the Nasdaq National Market during
the ten trading day period ending on the date that is three trading days prior
to the Closing Date of the Merger (the "Average Pre-Closing Trading Price") is
less than $15.83 per share the Exchange Ratio shall be equal to $22.525 divided
by the Average Pre-Closing Trading Price (in which case a greater number of
shares of Roosevelt Common Stock will be issued than if there were no adjustment
to the Exchange Ratio), and if the Average Pre-Closing Trading Price is greater
than $21.42 per share the Exchange Ratio shall be equal to $30.475 divided by
the Average Pre-Closing Trading Price (in which case fewer shares of Roosevelt
Common Stock will be issued than if there were no adjustment to the Exchange
Ratio). The Exchange Ratio was determined through arm's length negotiations
between Roosevelt and Sentinel, which was advised during such negotiations by
Trident.
Each share of Roosevelt Common Stock issued and outstanding at the
Effective Time will remain outstanding and unchanged as a result of the Merger.
No fractional shares of Roosevelt Common Stock will be issued in the Merger, and
Sentinel stockholders who otherwise would be entitled to receive a fractional
share of Roosevelt Common Stock will receive a cash payment in lieu thereof. See
"--Fractional Shares."
The number of shares of Roosevelt Common Stock to be received for each
share of Sentinel Common Stock is 1.4231, subject to adjustment as described
above. Based on the last reported sale price for Roosevelt Common Stock on the
Nasdaq National Market on ________, 1996 ($______ per share), the value of
1.4231 shares of Roosevelt Common Stock as of that date would have been
approximately $________. At the present time, there is no established market in
which shares of Sentinel Common Stock are regularly traded, nor are there any
uniformly quoted prices for such shares. The last trade of shares of Sentinel
Common Stock known by management of Sentinel occurred during April 1996. The
closing bid price for Sentinel Common Stock on April 30, 1996 was $21.00 per
share. The market value of Roosevelt Common Stock to be received in the Merger,
however, is subject to fluctuation. Fluctuations in the market price of
Roosevelt Common Stock would result in an increase or decrease in the value of
the Merger Consideration to be received by Sentinel stockholders in the Merger.
An increase in the market value of Roosevelt Common Stock would increase the
market value of the Merger Consideration to be received by Sentinel stockholders
in the Merger. A decrease in the market value of Roosevelt Common Stock would
have the opposite effect. The market value of the Merger Consideration at the
time of the Merger will depend upon various factors, including the market value
of a share of Roosevelt Common Stock at such time and any effect of the Merger
itself. Sentinel stockholders are urged to obtain a current price quotation of
Roosevelt Common Stock. See "--Waiver and Amendment; Termination."
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Treatment of Sentinel Stock Options
At the Effective Time, the Sentinel Option Plan and each outstanding
Sentinel Stock Option thereunder (including options granted to non-employee
directors of Sentinel pursuant to any amendment of the Sentinel Option Plan) to
purchase Sentinel Common Stock will be assumed by Roosevelt. Upon such
assumption, each Sentinel Stock Option will become an option to purchase the
number of shares of Roosevelt Common Stock equal to the product of the number of
shares of Sentinel Common Stock subject to the original option and the Exchange
Ratio, with the exercise price under each substituted option equal to the
original exercise price of the corresponding Sentinel Stock Option divided by
the Exchange Ratio, and otherwise subject to the terms of the Sentinel Option
Plan.
Opinion of Financial Advisor
Sentinel retained Trident to act as its financial advisor and to render a
fairness opinion in connection with the Merger. As part of its engagement,
Trident performed a valuation analysis of Sentinel in an acquisition context. On
March 22, 1996, the day Sentinel executed the Merger Agreement, Trident
presented its valuation report (the "Valuation Report") to the Sentinel Board.
At that time, Trident reviewed the proposed terms of the Merger Agreement and
presented a report (the "Merger Analysis and Due Diligence Report") summarizing
the financial terms of the Merger and providing market information with respect
to thrift mergers and acquisitions. Trident also compared Roosevelt's offer to
the valuation of Sentinel set forth in the Valuation Report. Trident further
reported on its financial analysis and on-site due diligence examination of
Roosevelt. In addition, Trident rendered its written opinion to the Sentinel
Board to the effect that, as of that date, the consideration to be received by
Sentinel's stockholders pursuant to the Merger Agreement was fair from a
financial point of view.
Trident delivered its updated written opinion to the Sentinel Board as of
the date of this Proxy Statement/Prospectus stating that, as of such date, the
consideration to be received by the stockholders of Sentinel in the Merger is
fair from a financial point of view. Trident has consented to the inclusion of
such opinion and the related disclosure in this Proxy Statement/Prospectus,
which will be circulated to Sentinel's stockholders.
TRIDENT'S OPINION IS DIRECTED TO THE SENTINEL BOARD AND IS DIRECTED ONLY TO
THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, OF THE CONSIDERATION TO BE
RECEIVED BY SENTINEL'S STOCKHOLDERS BASED ON CONDITIONS AS THEY EXISTED AND
COULD BE EVALUATED AS OF THE DATE OF THE OPINION. TRIDENT'S OPINION DOES NOT
CONSTITUTE A RECOMMENDATION TO ANY SENTINEL STOCKHOLDER AS TO HOW SUCH
STOCKHOLDER SHOULD VOTE AT THE SPECIAL MEETING, NOR DOES TRIDENT'S OPINION
ADDRESS THE UNDERLYING BUSINESS DECISION TO EFFECT THE MERGER. THIS SUMMARY OF
TRIDENT'S OPINION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF
SUCH OPINION, WHICH IS ATTACHED TO THIS PROXY STATEMENT/PROSPECTUS AS APPENDIX
II. STOCKHOLDERS ARE URGED TO READ TRIDENT'S OPINION IN ITS ENTIRETY FOR A
DESCRIPTION OF THE ASSUMPTIONS MADE AND MATTERS CONSIDERED AND THE LIMITS ON THE
REVIEW UNDERTAKEN IN RENDERING SUCH OPINION.
In connection with rendering its opinion, Trident reviewed and analyzed,
among other things, the following: (i) the Merger Agreement; (ii) this Proxy
Statement/Prospectus; (iii) certain publicly available information concerning
Sentinel, including the audited financial statements of Sentinel for each of the
years in the three-year period ended June 30, 1995, and unaudited financial
statements for the six months ended December 31, 1994 and 1995; (iv) certain
publicly available information concerning Roosevelt, including the audited
financial statements of Roosevelt for each of the years in the three-year period
ended December 31, 1995; (v) certain other internal information, primarily
financial in nature, concerning the business and operations of Sentinel and
Roosevelt furnished to Trident by Sentinel and Roosevelt for purposes of
Trident's analysis; (vi) certain information with respect to the pricing and
trading of Sentinel Common Stock; (vii) certain information with respect to the
pricing and trading of Roosevelt Common Stock; (viii) certain publicly available
information with respect to other companies that Trident believed to be
comparable to Sentinel and Roosevelt and the trading markets for such other
companies' securities; and (ix) certain publicly available information
concerning the nature and terms of other
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transactions that Trident considered relevant to its inquiry. Trident also met
with certain officers and employees of Sentinel and Roosevelt to discuss the
foregoing, as well as other matters which it believed relevant to its inquiry.
In its review and analysis, and in arriving at its opinion, Trident assumed
and relied upon the accuracy and completeness of all of the financial and other
information provided to it or that was publicly available and did not attempt
independently to verify any such information. Trident did not conduct a physical
inspection of the properties or facilities of Sentinel or Roosevelt, nor did it
make or obtain any independent evaluations or appraisals of any of such
properties or facilities.
In conducting its analysis and arriving at its opinion, Trident considered
such financial and other factors as it deemed appropriate under the
circumstances, including, among others, the following: (i) the historical and
current financial condition and results of operations of Sentinel and Roosevelt,
including interest income, interest expense, net interest income, net interest
margin, interest sensitivity, non-interest expense, earnings, dividends, book
value, return on assets, return on equity, capitalization, the amount and type
of non-performing assets and the reserve for loan losses; (ii) the business
prospects of Sentinel and Roosevelt; (iii) the economies in Sentinel's and
Roosevelt's market areas; (iv) the historical and current market for Sentinel
Common Stock and Roosevelt Common Stock and for the equity securities of certain
other companies that Trident believed to be comparable to Sentinel and
Roosevelt; and (v) the nature and terms of certain other acquisition
transactions that Trident believed to be relevant. Trident also took into
account its assessment of general economic, market, financial and regulatory
conditions and trends, as well as its knowledge of the financial institutions
industry, its experience in connection with similar transactions, and its
knowledge of securities valuation generally. Trident's opinion necessarily was
based upon conditions in existence and subject to evaluation on the respective
dates of its opinion. Trident's opinion is, in any event, limited to the
fairness, from a financial point of view, of the consideration to be received by
the holders of Sentinel Common Stock in the Merger and does not address
Sentinel's underlying business decision to effect the Merger.
Trident met with the Sentinel Board on March 22, 1996 to present its
analyses, which serve as the basis for Trident's opinion. At this time, Trident
presented the Valuation Report and the Merger Analysis and Due Diligence Report.
The following is a brief summary of the Valuation Report presented by Trident to
the Sentinel Board on March 22, 1996.
Financial Analysis of Sentinel. Trident examined Sentinel's financial
performance for the period June 30, 1992 through December 31, 1995 by analyzing
the composition of its balance sheet, adjusting and normalizing its earnings,
and calculating a variety of operating and financial ratios for Sentinel.
Peer Group Analysis. Trident evaluated Sentinel's strengths and weaknesses
by comparing the financial performance of Sentinel to that of the following
groups of OTS-regulated thrift institutions insured by the SAIF: (i) all United
States institutions; (ii) all institutions in the Midwest; (iii) all Missouri
institutions; (iv) all United States institutions with total assets between $0
million and $250 million; and (v) Midwest institutions with total assets between
$0 million and $250 million (the "Aggregates"). This analysis compared a number
of Sentinel's historical financial ratios to those of the Aggregates, including
but not limited to: (i) the balance sheet composition as a percentage of total
assets at September 30, 1995; (ii) the loan portfolio as a percentage of total
assets at September 30, 1995; (iii) the investment portfolio as a percentage of
total assets at September 30, 1995; and (iv) asset quality at September 30,
1995. Trident also compared Sentinel's growth rates between December 31, 1992
and September 30, 1995, its yields on assets and costs of liabilities and its
income and expense data for 1994 and the nine months ended September 30, 1995 to
those of the Aggregates.
Valuation of Sentinel. Trident estimated the fair market value of Sentinel
in an acquisition context. In valuing Sentinel, Trident considered three
different approaches to value: the asset approach, the income approach and the
market approach.
The asset approach considers the market value of a company's assets and
liabilities, as well as any intangible value the company may have. Trident
estimated Sentinel's net asset value by adjusting the carrying value of its
assets and liabilities to reflect current market values (rather than liquidation
values). In addition, the net asset
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value of Sentinel was adjusted downward based on an estimate of the impact of
the expected assessment to recapitalize the SAIF and estimated transaction and
other costs. Finally, Trident increased Sentinel's net asset value for the
expected reversal of previously accrued taxes and for the assumed exercise of
outstanding options to purchase Sentinel Common Stock. Based on the adjustments
discussed above, Trident estimated Sentinel's fully-diluted net asset value to
be approximately $10.7 million or $18.97 per share. After determining Sentinel's
net asset value, Trident added an intangible premium to reflect the estimated
value of its customer relationships. According to the asset approach, the total
value of Sentinel is the sum of its net asset value and its intangible value.
Based on a branch purchase methodology and intangible ("core deposit") premiums
observed in the market for thrift acquisitions, as well as Trident's knowledge
of Sentinel, Trident applied premiums equal to 3% and 5% of core deposits to
Sentinel's estimated fully-diluted net asset value. Using the asset approach,
Trident established a reference range of $25.50 to $29.75 per share of Sentinel
Common Stock.
Trident also used an income approach in its valuation of Sentinel by
capitalizing Sentinel's previous 12 months earnings (adjusted to exclude non-
recurring income) plus merger cost savings of 35% to 50% as a result of an
assumed acquisition of Sentinel (the "normalized earnings"). The normalized
earnings were capitalized at rates of 10%, 11% and 12%. The capitalization rates
chosen were estimates of the required rates of return for holders or prospective
holders of shares of financial institutions similar to Sentinel, based on a
number of factors, including prevailing interest rates, the pricing ratios of
publicly traded financial institutions, the financial condition and operating
results of Sentinel, as well as Trident's general knowledge of valuation, the
securities markets, and acquisition values in other mergers of financial
institutions. Trident adjusted the resulting values to reflect the expected
assessment to recapitalize the SAIF, the recovery of previously accrued taxes,
and certain merger-related expenses. Using the income approach, Trident
established a reference range of $16.00 to $23.25 per share of Sentinel Common
Stock.
In using the market approach, Trident analyzed certain median pricing
ratios (e.g., price to book value, price to tangible book value, price to
reported earnings, price to assets, and the premium paid over tangible book
value as a percentage of core deposits) resulting from selected completed thrift
merger transactions, as well as recently announced pending transactions. In
applying the market approach, Trident considered the pricing ratios for the
following groups of thrift merger transactions: (i) all pending thrift merger
transactions (50 transactions); (ii) all pending thrift mergers announced during
the 90 days prior to March 15, 1996 (the date of the market data) (15
transactions); (iii) all pending thrift mergers involving thrifts located in the
Midwest (19 transactions); (iv) all pending thrift mergers involving thrifts
located in Missouri (two transactions); (v) all pending thrift mergers in which
the aggregate consideration was between $12 million and $18 million (eight
transactions); (vi) all pending thrift mergers in which the target thrift had
assets between $100 million and $250 million (nine transactions); (vii) all
pending thrift mergers in which the target thrift had a return on assets of
between 0.25% and 0.50% (eight transactions); (viii) all pending thrift mergers
in which the target thrift had a return on equity of between 5% and 7% (nine
transactions); (ix) all pending thrift mergers in which the target thrift had a
tangible equity ratio of between 6% and 8% of assets (nine transactions); and
(x) all pending thrift mergers in which the target thrift had a nonperforming
assets to assets ratio of between 0.00% and 0.50% (26 transactions). Trident
also considered the pricing ratios for fourteen pending or completed thrift
merger transactions in which the target thrift was of similar size and capital
structure as Sentinel, and in which the target thrift had similar profitability
and asset quality. Trident then performed a comparison of a number of financial
ratios for Sentinel to those of the target thrift institutions. Based on
Sentinel's financial condition and results of operations, as well as other
factors, relative to the groups of thrift mergers noted above, Trident chose
ranges of pricing ratios to apply to Sentinel. Trident chose price to book value
ratios of 120% to 130%, resulting in per share values of $25.75 to $27.75; price
to tangible book value ratios of 120% to 130%, resulting in per share values of
$25.75 to $27.75; price to earnings multiples of 16.0 to 20.0 times earnings,
resulting in per share values of $21.50 to $27.00; price to assets ratios of 8%
to 10%, resulting in per share values of $23.50 to $29.50; and premiums over
tangible book value as a percentage of core deposits of 2% to 4%, resulting in
per share values of $26.00 to $30.75. Based on these derived ranges of value,
Trident established a reference range of $24.00 to $28.00 per share using the
market approach.
Trident then reviewed the results from the three approaches, and after
consideration of all relevant facts, reconciled the acquisition values generated
by each approach and determined a final range of $23.00 to $27.00 per share for
the acquisition value of Sentinel. Trident did not apply specific weights to the
three individual approaches,
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but rather gave greater consideration to the asset and market approaches which
were tempered by the income approach in reconciling the reference ranges and
estimating the final range of value for Sentinel.
The following is a brief summary of the Merger Analysis and Due Diligence
Report presented to the Sentinel Board on March 22, 1996:
Summary of Proposed Transaction. Trident presented a summary of the
financial terms of the Merger. Trident also compared the pricing ratios for the
Merger with the median pricing ratios for selected groups of pending thrift
mergers and acquisitions.
Review of Due Diligence Examination of Roosevelt. Trident presented a
summary of its on-site due diligence examination of Roosevelt. Roosevelt's
historical balance sheets and income statements were presented, along with a
variety of financial ratios that analyzed Roosevelt's financial condition and
operating results through December 31, 1995. Trident discussed Roosevelt's
current operating strategy, strengths and weaknesses, peer group comparisons,
profitability, dividends, financial condition, loan portfolio composition, asset
quality, loan loss reserve coverage, stock price, growth, Roosevelt's previous
mergers and acquisitions, recent regulatory examinations of Roosevelt, recent
analysts' reports on Roosevelt, and other issues. Trident reported that during
its investigation Trident did not discover any conditions that would prevent it
from rendering its fairness opinion to the Sentinel Board. As discussed above,
Trident relied, without independent verification, upon the accuracy and
completeness of all of the financial and other information provided by
Roosevelt.
Roosevelt's Stock Pricing. Trident examined the trading of activity of
Roosevelt Common Stock between March 20, 1995 and March 19, 1996, and compared
the performance of Roosevelt's Common Stock to certain stock indices. Trident
also compared Roosevelt and the pricing of its common stock to other regional
thrifts, thrifts of a similar size and all actively-traded thrifts as of March
19, 1996.
The summaries of Trident's Valuation Report, Merger Analysis and Due
Diligence Report, and opinion set forth above reflect all the material analyses,
factors and assumptions considered by Trident and the material valuation
methodologies used by Trident in arriving at its opinion as to fairness
described above. The preparation of a fairness opinion is a complex process and
is not necessarily susceptible to partial or summary description. Trident
believes that its analyses and the summary set forth above must be considered as
a whole and that selecting portions of its analyses, without considering all of
the analyses, or all of the above summary, without considering all factors and
analyses, would create an incomplete view of the processes underlying the
analyses set forth in Trident's reports and its opinion. Therefore, the ranges
of valuations resulting from any single analysis described above should not be
taken to be Trident's view of the actual value of Sentinel or the combined
company. In performing its analyses, Trident made numerous assumptions with
respect to industry performance, general business and economic conditions and
other matters, many of which are beyond the control of Sentinel and Roosevelt.
The results of the specific analyses performed by Trident may differ from
Sentinel's actual values or actual future results as a result of changing
economic conditions, changes in company strategy and policies, as well as a
number of other factors. Such analyses were prepared to provide valuation
guidance solely as part of Trident's overall valuation analysis and the
determination of the fairness of the consideration to be received by Sentinel's
stockholders, and were provided to the Sentinel Board in connection with the
delivery of Trident's opinion. The analyses do not purport to be appraisals or
to reflect the prices at which a company might actually be sold or the prices at
which any securities may trade at the present time or at any time in the future.
In addition, as described above, Trident's opinion and presentations to the
Sentinel Board were among the many factors taken into consideration by the
Sentinel Board in making its determination to approve the Merger Agreement.
Trident, as part of its investment banking business, is continually engaged
in the valuation of businesses and their securities in connection with mergers
and acquisitions, negotiated underwriting, and valuations for corporate and
other purposes. Trident has extensive experience with the valuation of financial
institutions. The Sentinel Board selected Trident as its financial advisor
because of its previous experience with Trident, because Trident is a nationally
recognized investment banking firm specializing in financial institutions and
because of its substantial experience in transactions similar to the Merger.
Trident is not affiliated with either Sentinel or Roosevelt.
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For its services as financial advisor, Sentinel paid Trident a retainer of
$7,500 and a fee of $10,000 upon the execution of the Merger Agreement. An
additional fee of $17,500 will be payable to Trident upon consummation of the
Merger. Sentinel has also agreed to reimburse Trident for its reasonable out-of-
pocket expenses and to indemnify Trident against certain liabilities, including
certain liabilities under federal securities laws.
Effective Time and Closing Date
The Company Merger will become effective at the time the certificate of
merger for such merger is filed with the Secretary of State of the State of
Delaware and the Bank Merger will become effective at the time the articles of
combination of such merger are endorsed by the Secretary of the OTS. Such filing
and endorsement will occur only after the receipt of all requisite regulatory
approvals, the approval of the Merger Agreement by the requisite vote of
Sentinel's stockholders and the satisfaction or waiver of all other conditions
to the Merger. The closing of the Merger shall occur no later than 10:00 a.m. on
the last business day of the first calendar month following the satisfaction or
waiver of all conditions and obligations precedent of Roosevelt and Sentinel to
consummate the Merger, or at another time agreed to by Roosevelt and Sentinel
(the "Closing Date").
Appraisal Rights
Pursuant to Section 262 of the DGCL, any holder of Sentinel Common Stock
who does not wish to accept the Merger Consideration may dissent from the Merger
and elect to have the fair value of his or her shares (exclusive of any element
of value arising from the accomplishment or expectation of the Merger)
judicially determined and paid in cash, provided that such stockholder complies
with the provisions of Section 262.
The following is a brief summary of the statutory procedures to be followed
by a holder of Sentinel Common Stock in order to dissent from the Merger and
perfect appraisal rights under the DGCL. This summary is not intended to be
complete and is qualified in its entirety by reference to Section 262, the text
of which is attached as Appendix III to this Proxy Statement/Prospectus and
incorporated by reference herein.
If any holder of Sentinel Common Stock elects to exercise his or her right
to dissent from the Merger and demand appraisal, such stockholder must satisfy
each of the following conditions:
(i) such stockholder must deliver a written demand for appraisal of
his or her shares to Sentinel before the stockholder vote with respect to
the Merger Agreement (the written demand for appraisal must be in addition
to and separate from any proxy or vote against the Merger Agreement;
neither voting against, abstaining from voting nor failing to vote on the
Merger Agreement will constitute a demand for appraisal within the meaning
of Section 262);
(ii) such stockholder must not vote in favor of the Merger Agreement
(a failure to vote will satisfy this requirement, but a vote in favor of
the Merger Agreement, by proxy or in person, or the return of a signed
proxy which does not specify a vote against approval and adoption of the
Merger Agreement or a direction to abstain, will constitute a waiver of
such stockholder's right of appraisal and will nullify any previously filed
written demand for appraisal); and
(iii) such stockholder must continuously hold such shares from the
date of the making of the demand through the Effective Time.
If any holder of Sentinel Common Stock fails to comply with any of these
conditions and the Merger occurs, he or she will be entitled to receive the
consideration provided in the Merger Agreement, and will have no appraisal
rights with respect to his or her shares of Sentinel Common Stock.
All written demands for appraisal should be addressed to Sentinel Financial
Corporation, 1001 Walnut Street, Kansas City, Missouri 64106, Attention: Craig
D. Laemmli, President, before the taking of the vote concerning the Merger
Agreement at the Special Meeting, and should be executed by, or on behalf of,
the holder of record. Such demand must reasonably inform Sentinel of the
identity of the stockholder and that such stockholder is thereby demanding
appraisal of his or her shares.
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To be effective, a demand for appraisal must be executed by or for the
stockholder of record who held such shares on the date of making such demand,
and who continuously holds such shares through the Effective Time, fully and
correctly, as such stockholder's name appears on his stock certificate(s) and
cannot be made by the beneficial holder if he or she does not also hold the
shares of record. The beneficial holder, in such case, must have the registered
owner submit the required demand in respect of such shares.
If Sentinel Common Stock is owned of record in a fiduciary capacity, as by
a trustee, guardian or custodian, execution of a demand for appraisal should be
made in such capacity. If Sentinel Common Stock is owned of record by more than
one person, as in a joint tenancy or tenancy in common, such demand must be
executed by or for all joint owners. An authorized agent, including one of two
or more joint owners, may execute the demand for appraisal for a stockholder of
record; however, the agent must identify the record owner or owners and
expressly disclose the fact that, in executing the demand, he or she is acting
as agent for the record owner. A record owner, such as a broker, who holds
Sentinel Common Stock as a nominee for others may exercise his or her right of
appraisal with respect to the shares held for one or more beneficial owners,
while not exercising such right for other beneficial owners. In such case, the
written demand should set forth the number of shares as to which the record
owner dissents. Where no number of shares is expressly mentioned, the demand
will be presumed to cover all shares of Sentinel Common Stock in the name of
such record owner.
Within ten days after the Effective Time, Roosevelt (as the surviving
corporation in the Merger) must give written notice that the Merger has become
effective to each former Sentinel stockholder who so filed a written demand for
appraisal and who did not vote in favor of the Merger Agreement. Any such
stockholder entitled to appraisal rights may, within 20 days after the date of
mailing of the notice, demand in writing from Roosevelt the appraisal of his or
her shares of Sentinel Common Stock. Within 120 days after the Effective Time,
but not thereafter, either Roosevelt or any holder of shares of Sentinel Common
Stock who has complied with the requirements of Section 262, may file a petition
in the Delaware Court of Chancery (the "Court of Chancery") demanding a
determination of the value of the shares of Sentinel Common Stock held by all
stockholders entitled to appraisal. Roosevelt does not presently intend to file
such a petition. Inasmuch as Roosevelt has no obligation to file such a
petition, the failure of a stockholder to do so within the period specified
could nullify such stockholder's previous written demand for appraisal. In any
event, at any time within 60 days after the Effective Time (or at any time
thereafter with the written consent of Roosevelt), any stockholder who has
demanded appraisal has the right to withdraw the demand and to accept payment of
the consideration provided in the Merger Agreement.
Within 120 days after the Effective Time, any stockholder who has complied
with the provisions of Section 262 to that point in time will be entitled to
receive from Roosevelt, upon written request, a statement setting forth the
aggregate number of shares of Sentinel Common Stock not voted in favor of the
Merger Agreement and with respect to which demands for appraisal have been
received along with the aggregate number of holders of such shares. Roosevelt
must mail such statement to the stockholder within ten days of receipt of such
request.
If a petition for appraisal is duly filed by a stockholder and a copy
thereof is delivered to Roosevelt, Roosevelt will then be obligated within 20
days to provide the Court of Chancery with a duly verified list containing the
names and addresses of all stockholders who have demanded an appraisal of their
shares and with whom agreement as to the value of such shares has not been
reached. After notice to such stockholders, the Court of Chancery is empowered
to conduct a hearing upon the petition to determine those stockholders who have
complied with Section 262 and who have become entitled to appraisal rights
thereunder. The Court of Chancery may require the stockholders who demanded
payment for their shares to submit their stock certificates to the Register in
Chancery for notation thereon of the pendency of the appraisal proceedings, and
if any stockholder fails to comply with such direction, the Court of Chancery
may dismiss the proceedings as to such stockholder.
After determination of the stockholders entitled to an appraisal, the Court
of Chancery will appraise the shares of Sentinel Common Stock, determining their
fair value exclusive of any element of value arising from the accomplishment or
expectation of the Merger. When the value is so determined, the Court will
direct the payment by Roosevelt of such value, with interest thereon, simple or
compound, if the Court so determines, to the stockholders entitled to receive
the same, upon surrender to Roosevelt by such stockholders of the certificates
representing such Sentinel Common Stock.
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In determining fair value, the Court of Chancery will take into account all
relevant factors, and may consider proof of value by any techniques or methods
which are generally considered acceptable in the financial community and
otherwise admissible in court. Under Delaware law, the Court of Chancery must
consider market value, asset value, dividends, earnings prospects, the nature of
the enterprise and any other facts which could be ascertained as of the date of
the Merger that shed any light on future prospects of the merged corporation.
Section 262 provides that fair value is to be "exclusive of any element of
value arising from the accomplishment or expectation of the merger." The
Delaware Supreme Court has construed Section 262 to mean that "elements of
future value, including the nature of the enterprise, which are known or
susceptible of proof as of the date of the merger and are not the product of
speculation, may be considered." Stockholders who are considering seeking an
appraisal should bear in mind that the fair value of their shares of Sentinel
Common Stock determined under Section 262 could be more than, the same as or
less than the Merger Consideration, and that an opinion of an investment banking
firm as to fairness is not an opinion as to fair value under Section 262.
Costs of the appraisal proceeding may be assessed against the parties
thereto (i.e., Roosevelt and the stockholders participating in the appraisal
proceeding) by the Court of Chancery as the court deems equitable in the
circumstances. Upon the application of any stockholder, the Court of Chancery
may determine the amount of interest, if any, to be paid upon the value of the
stock of stockholders entitled thereto. Upon application of a stockholder, the
court may order all or a portion of the expenses incurred by any stockholder in
connection with the appraisal proceeding, including, without limitation,
reasonable attorneys' fees and the fees and expenses of experts, to be charged
pro rata against the value of all shares entitled to appraisal. Any stockholder
who has demanded appraisal rights will not be entitled, after the Effective
Time, to vote the stock subject to such demand for any purpose or to receive
payment of dividends or any other distribution with respect to such shares
(other than dividends or distributions, if any, payable to holders of record as
of a record date prior to the Effective Time) or to receive the payment of the
Merger Consideration. However, if no petition for an appraisal is filed within
120 days after the Effective Time or if such stockholder delivers to Roosevelt a
written withdrawal of his demand for an appraisal and an acceptance of the
Merger, either within 60 days after the Effective Time or thereafter with the
written approval of Roosevelt, then the right of such stockholder to an
appraisal will cease. Notwithstanding the foregoing, no appraisal proceeding in
the Court of Chancery will be dismissed as to any stockholder without the
approval of the court, and such approval may be conditioned upon such terms as
the court deems just.
Failure to comply strictly with these procedures may cause the stockholder
to lose his or her appraisal rights. Consequently, any stockholder who desires
to exercise his or her appraisal rights is urged to consult a legal advisor
before attempting to exercise such rights.
Fractional Shares
No certificates or scrip representing fractional shares of Roosevelt Common
Stock will be issued upon the surrender for exchange of certificates
representing Sentinel Common Stock, no dividend or distribution of Roosevelt
will relate to any fractional shares, and such fractional share interests will
not entitle the owner thereof to vote or to any rights of a stockholder of
Roosevelt. Each stockholder of Sentinel who otherwise would be entitled to a
fractional share of Roosevelt Common Stock in the Merger will receive a cash
payment in lieu thereof (without interest) in an amount determined by
multiplying (i) the closing sale price of one share of Roosevelt Common Stock as
reported on the Nasdaq National Market on the business day immediately preceding
the Effective Time by (ii) the fractional share interest to which the holder
would otherwise be entitled pursuant to the terms of the Merger Agreement.
Exchange of Certificates
As soon as practicable after the Effective Time, an independent exchange
agent designated by Roosevelt (the "Exchange Agent") will deliver to each
Sentinel holder of record of a certificate or certificates, which immediately
prior to the Effective Time represented outstanding shares of Sentinel Common
Stock (the "Certificates"), a transmittal letter and instructions to be used in
surrendering Certificates in exchange for (i) certificates representing the
number of shares of Roosevelt Common Stock into which their shares of Sentinel
Common Stock were converted pursuant to the Merger Agreement and (ii) a check
representing the amount of cash
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in lieu of fractional shares, if any, and unpaid dividends and distributions, if
any, which such stockholder has the right to receive in respect of the
Certificates surrendered in connection with the Merger. No interest will be paid
or accrued on the cash in lieu of fractional shares or on the unpaid dividends
and distributions, if any, payable to holders of Sentinel Common Stock.
SENTINEL STOCKHOLDERS SHOULD NOT FORWARD THEIR SENTINEL STOCK CERTIFICATES
UNTIL THEY RECEIVE THE TRANSMITTAL LETTER AND INSTRUCTIONS.
Until such surrender and subject to the effect, if any, of applicable law,
the Certificates will as of the Effective Time represent ownership of the number
of shares of Roosevelt Common Stock into which such shares were converted in the
Merger, and the holders will be entitled to all rights and privileges of holders
of Roosevelt Common Stock, except that holders of Certificates will not be
entitled to receive dividends or any other distributions declared by Roosevelt
until the Certificates are so surrendered. Following surrender of the
Certificates in accordance with the terms of the Merger Agreement, the holders
of newly issued Roosevelt certificates will be paid, without interest, any
dividends or other distributions with respect to the shares of Roosevelt Common
Stock the record date for which is after the Effective Time (less any taxes that
may have been imposed thereon).
Any Certificate representing shares of Roosevelt Common Stock to be issued
in a name other than that in which the Certificate is registered must be
properly endorsed and otherwise in proper form for transfer, and the holder
requesting such exchange must pay to the Exchange Agent in advance any transfer
or other taxes in connection therewith.
In the event any Certificate has been lost, stolen or destroyed, upon the
mailing of an affidavit of that fact by the holder of such Certificate and the
posting of any bond required by Roosevelt or the Exchange Agent, Roosevelt or
the Exchange Agent will issue for such lost, stolen or destroyed Certificate,
the shares of Roosevelt Common Stock and deliver cash due to the holder of such
Certificate under the terms of the Merger Agreement.
After the Effective Time, there will be no further transfers on the records
of Sentinel of the Certificates, and, if such Certificates are presented to
Roosevelt for transfer, they will be cancelled against delivery of certificates
for Roosevelt Common Stock.
After the Effective Time, holders of unsurrendered Certificates shall be
entitled to vote at any meeting of Roosevelt stockholders at which holders of
Roosevelt Common Stock are eligible to vote, regardless of whether such holders
have exchanged their Certificates.
Interests of Certain Persons in the Merger
Set forth below are descriptions of interests of directors and executive
officers of Sentinel in the Merger in addition to their interests generally as
stockholders of Sentinel. The Sentinel Board was aware of these interests and
considered them in approving the Merger Agreement and the transactions
contemplated thereby.
Employment Agreements. At Closing, Roosevelt Bank will enter into an
employment agreement (the "Employment Agreement") with Craig D. Laemmli,
President and Chief Executive Officer of Sentinel and Sentinel Federal, who will
assume the position of Vice President of Roosevelt Bank working at the current
or currently planned offices of Sentinel Federal in the Kansas City, Missouri
metropolitan area (for a six-month term at an annual salary of $61,559, the same
as his current salary). Pursuant to the Employment Agreement, if Mr. Laemmli's
employment is terminated during the term of such agreement, whether voluntarily
by Mr. Laemmli or by Roosevelt Bank for any reason (other than for cause, as
defined in the Employment Agreement), he will be entitled to receive (i) payment
of his salary for the remaining term of the Employment Agreement plus (ii) an
amount of cash equal to 299 percent of his "base amount" of compensation (as
defined in Section 280G(b)(3) of the the Code) in two installments, the first
such installment payable within 15 days after the date of termination and the
second payable on the first anniversary of the date of termination (the
"Termination Payment"). The amounts described in the preceding sentence will be
reduced to the extent necessary to prevent any amount paid or benefit provided
to Mr. Laemmli (including the amounts described
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in the preceding sentence and any other payments or benefits received by Mr.
Laemmli in connection with a "change in control") from being nondeductible by
Roosevelt and Roosevelt Bank for federal income tax purposes pursuant to Section
280G of the Code. It is estimated that if paid, the amount of the Termination
Payment would be $162,644.
Upon execution and delivery of the Employment Agreement by Roosevelt Bank
and Mr. Laemmli, the Employment Agreement will replace and supersede in its
entirety the existing employment agreement, dated as of January 7, 1994, between
Mr. Laemmli and Sentinel and Sentinel Federal (the "1994 Agreement") and any
other agreement or similar arrangement to which Mr. Laemmli is a party. Pursuant
to the Merger Agreement, however, if the substantive terms of the form of the
Employment Agreement agreed to by the parties to the Merger Agreement at the
time of execution of the Merger Agreement are modified in any manner that would
materially diminish the anticipated benefits of the Employment Agreement to Mr.
Laemmli, he and Roosevelt Bank will be under no obligation to execute the
Employment Agreement, and the 1994 Agreement will remain in effect. In such
event, under the 1994 Agreement, the consummation of the Company Merger will
constitute a "change in control," thereby entitling Mr. Laemmli to receive, in
cash, 299 percent of his "base amount" of compensation (the same amount as the
estimated amount of the Termination Payment, as provided in the last sentence of
the preceding paragraph), provided that under the Merger Agreement, neither
Roosevelt nor Roosevelt Bank will be obligated to make any payment or provide
any benefit under the 1994 Agreement or otherwise that would not be deductible
for federal income tax purposes pursuant to Section 280G of the Code.
Directors. For at least one year after the Effective Time, and for so long
thereafter as agreed to by Roosevelt Bank and the participating directors of
Sentinel, the directors of Sentinel who wish to do so may serve as regional
advisory directors of Roosevelt Bank with a retainer fee of $500 per month.
Indemnification; Insurance. Roosevelt has agreed that from and after the
Effective Time, it will indemnify, defend and hold harmless, to the fullest
extent permitted under Sentinel's certificate of incorporation and bylaws
(including provisions relating to the advancement of expenses incurred in the
defense of any litigation) and the DGCL, the present and former officers,
directors and employees of Sentinel and its subsidiaries against all
liabilities, claims, losses, damages or judgments or amounts paid in settlement
with the approval of Roosevelt in connection with any claim, action or suit
arising out of actions or omissions occurring at or prior to the Effective Time
(including without limitation the transactions contemplated by the Merger
Agreement) regardless of whether such matter is asserted or claimed before or
after the Effective Time. Roosevelt has further agreed to use its reasonable
best efforts, for a period of three years after the Effective Time, to cause the
persons serving as officers and directors of Sentinel Federal immediately prior
to the Effective Time to be covered by single (one-time) premium tail coverage
by Sentinel Federal's current directors' and officers' liability insurance
policy (provided that Roosevelt may substitute therefor policies of at least the
same coverage and amounts containing terms and conditions which are not
materially less advantageous than such policy) with respect to acts or omissions
occurring prior to the Effective Time which were committed by such officers and
directors in their capacities as such; provided, however, that in no event shall
Roosevelt be required to expend more than 150% of the annual amount currently
extended by Sentinel Federal (the "Insurance Amount") to maintain or procure
such insurance coverage and further provided that if Roosevelt is unable to
maintain or obtain such insurance coverage, Roosevelt will use its reasonable
best efforts to obtain as much comparable insurance as is available for the
Insurance Amount.
Effect on Employees and Employee Benefit Plans of Sentinel
Employee Severance Benefits; Continuing Employees. Roosevelt Bank
anticipates retaining the employees of Sentinel Federal as employees of
Roosevelt Bank after the Effective Time, subject to the needs of Roosevelt Bank
and the qualifications of such employees. Those employees (other than Craig D.
Laemmli and possibly John C. Spencer, for the reasons discussed below) who are
not retained for at least six months after the Effective Time will be offered a
severance arrangement of (i) four weeks' pay plus (ii) an additional week's pay
for each year of service to Sentinel or any of its subsidiaries. Pursuant to a
letter agreement entered into between the parties to the Merger Agreement
subsequent to the date thereof, Roosevelt and Roosevelt Bank have agreed that in
the event that the employment of John C. Spencer, Executive Vice President and
Controller of Sentinel Federal, is terminated more than six months after the
Effective Time, Mr. Spencer will be entitled to receive the severance
arrangement
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described in the preceding sentence reduced by any regular salary payments
received by Mr. Spencer during any period of employment with Roosevelt or
Roosevelt Bank after the Effective Time. If Mr. Spencer's employment is
terminated less than six months after the Effective Time, he will become
entitled to receive the severance payments described above without reduction for
any salary received during any period of employment with Roosevelt or Roosevelt
Bank after the Effective Time. Employees of Sentinel and its subsidiaries who
continue in employment with Roosevelt or any of its subsidiaries following the
Effective Time shall be credited for prior years of service with Sentinel and
its subsidiaries for purposes of eligibility and vesting (but not for the
accrual of benefits) under the benefit plans and policies of Roosevelt and its
subsidiaries (including, without limitation, vacation and sick leave policies),
there shall be no exclusion from medical coverage as the result of pre-existing
conditions that were covered under the medical plan of Sentinel or any
applicable subsidiary thereof and such employees shall be entitled to
participate on an equitable basis in the same benefit plans and policies as are
generally available to Roosevelt and Roosevelt Bank employees of similar rank
and status not later than January 1, 1998.
Employee Stock Ownership Plan. At the Effective Time, all shares of
Sentinel Common Stock under the control of the ESOP will be converted into the
right to receive the Merger Consideration. Each ESOP participant will receive a
number of shares of Roosevelt Common Stock equal to the number of shares of
Sentinel Common Stock allocated to his or her account multiplied by the Exchange
Ratio. In addition, with respect to shares of Roosevelt Common Stock received by
the ESOP in exchange for shares of Sentinel Common Stock not allocated to
accounts of participants, the trustees of the ESOP as soon as practicable after
the Effective Time (but not prior to the publication of financial results
covering at least 30 days of combined operations after the Merger) will
liquidate the number of shares of such Roosevelt Common Stock necessary to
retire the outstanding ESOP debt and distribute the remaining shares to
participants in the ESOP in proportion to the account balances of such
participants as they existed as of the Effective Time. At __________, 1996,
there were __ participants in the ESOP.
Restricted Stock. Restricted shares of Sentinel Common Stock (_____ shares
as of __________, 1996) issued pursuant to the Sentinel Federal Management
Recognition and Development Plans for officers, key employees and outside
directors, will become unrestricted and such shares will be exchanged for the
Merger Consideration.
Representations and Warranties
In the Merger Agreement, each of Sentinel and Roosevelt has made certain
representations and warranties relating to, among other things, the parties'
respective organization, capitalization, qualification to do business and
compliance with applicable law, authority relative to the Merger Agreement, the
timely filing of all regulatory reports, reliability of financial statements,
taxes, employee arrangements and benefits, Community Reinvestment Act
compliance, the truth and accuracy of information prepared and provided by them
in connection with the Merger and the absence of certain legal proceedings and
other events, including material adverse changes in the parties' business,
financial condition, operations or assets. For detailed information on such
representations and warranties, see Articles II and III of the Merger Agreement
attached hereto as Appendix I.
Conditions to the Merger
The respective Obligations of Roosevelt, Roosevelt Bank, Sentinel and
Sentinel Federal to consummate the Merger are subject to the satisfaction or
waiver at or prior to the Effective Time of the following conditions: (i) the
Merger Agreement shall have been approved by the stockholders of Sentinel; (ii)
all requisite approvals of the Merger Agreement shall have been received from
the OTS and all other applicable regulatory authorities, if any, without the
imposition of any condition which differs from conditions customarily imposed by
such regulatory authorities in orders approving acquisitions of the type
contemplated by the Merger Agreement and compliance with which would materially
diminish the reasonably anticipated benefits of the merger to Roosevelt
Financial and Roosevelt Bank, and all applicable waiting periods shall have
expired; (iii) the Registration Statement shall have been declared effective and
shall not be subject to a stop order or any threatened stop order; (iv) neither
Roosevelt, Roosevelt Bank, Sentinel nor Sentinel Federal shall be subject to any
order, decree or injunction of a court or agency of competent jurisdiction which
enjoins or prohibits the consummation of the Merger; (v) Roosevelt and Sentinel
shall have received, from counsel or independent certified accountants mutually
acceptable to them, an opinion to the effect that, among other things, the
Merger will constitute a reorganization within the meaning of
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Section 368 of the Code and that no gain or loss will be recognized by
Roosevelt, Roosevelt Bank, Sentinel or Sentinel Federal, or by the stockholders
of Sentinel (except in connection with the receipt of cash in lieu of a
fractional share of Roosevelt Common Stock); and (vi) the shares of Roosevelt
Common Stock to be issued in the Merger and to be reserved for issuance upon the
exercise of Sentinel Stock Options after the Merger shall have been approved for
listing on the Nasdaq National Market, subject to official notice of issuance.
For additional information, see Section 6.1 of the Merger Agreement attached
hereto as Appendix I.
In addition, the obligations of Sentinel and Sentinel Federal to consummate
the Merger are subject to the satisfaction by Roosevelt or waiver by Sentinel of
the following conditions: (i) the representations and warranties of Roosevelt
and Roosevelt Bank contained in the Merger Agreement shall be true and correct
as of the date of the Merger Agreement and as of the Effective Time (as though
made and as of the Effective Time except (A) to the extent such representations
and warranties are by their express provisions made as of a specific date, (B)
for the effect of the transactions contemplated by the Merger Agreement and (C)
where the failure to be true and correct would not have a material adverse
effect on the financial condition, assets, deposit liabilities, results of
operations, or business (collectively the "Condition") of Roosevelt and its
subsidiaries, taken as a whole) and Sentinel and Sentinel Federal shall have
received a certificate of the president and chief executive officer of Roosevelt
and Roosevelt Bank to that effect; (ii) Roosevelt and Roosevelt Bank shall have
performed in all material respects all obligations required to be performed by
them under the Merger Agreement prior to the Effective Time and Sentinel and
Sentinel Federal shall have received a certificate of the president and chief
executive officer of Roosevelt and Roosevelt Bank to that effect; (iii) Sentinel
and Sentinel Federal shall have received an opinion from counsel to Roosevelt
and Roosevelt Bank dated the Closing Date regarding certain legal matters; and
(iv) certificates for the number of shares of Roosevelt Common Stock and cash
for fractional share interests necessary to effectuate the exchange of Sentinel
Common Stock for the Merger Consideration shall have been delivered to the
Exchange Agent. For additional information, see Section 6.2 of the Merger
Agreement attached hereto as Appendix I.
In addition, the obligations of Roosevelt and Roosevelt Bank to consummate
the Merger are subject to the satisfaction by Sentinel or waiver by Roosevelt of
the following conditions: (i) the representations and warranties of Sentinel and
Sentinel Federal contained in the Merger Agreement shall be true and correct as
of the date of the Merger Agreement and as of the Effective Time (as though made
on and as of the Effective Time except (A) to the extent such representations
and warranties are by their express provisions made as of a specific date, (B)
for the effect of the transactions contemplated by the Merger Agreement and (C)
where the failure to be true and correct would not have a material adverse
effect on the Condition of Sentinel and its subsidiaries, taken as a whole) and
Roosevelt and Roosevelt Bank shall have received a certificate of the president
and chief executive officer of Sentinel and Sentinel Federal to that effect;
(ii) Sentinel and Sentinel Federal shall have performed in all material respects
all obligations required to be performed by them under the Merger Agreement
prior to the Effective Time and Roosevelt and Roosevelt Bank shall have received
a certificate of the president and chief executive officer of Sentinel and
Sentinel Federal to that effect; (iii) Roosevelt and Roosevelt Bank shall have
received an opinion from counsel to Sentinel and Sentinel Federal dated the
Closing Date regarding certain legal matters; (iv) simultaneous with the
execution and delivery of the Merger Agreement (and in the case of any person
who becomes a director of Sentinel after the execution and delivery of the
Merger Agreement, promptly upon becoming such a director) each of the directors
of Sentinel shall have executed and delivered to Roosevelt a Voting Agreement in
the form attached to the Merger Agreement as Exhibit A; (v) Sentinel and
Sentinel Federal shall have obtained all consents and approvals (other than
regulatory approvals) required to be obtained in connection with the Merger
other than those which, individually or in the aggregate, would not have a
material adverse effect on the Condition of Roosevelt as the surviving
corporation; (vi) Roosevelt shall have received a letter from its independent
accountants to the effect that the Merger will qualify for pooling of interests
accounting treatment; (vii) Roosevelt shall have received from the "affiliates"
of Sentinel certain letters with respect to the resale of shares of Roosevelt
Common Stock received by them in the Merger; and (viii) the Supervisory
Agreement, dated December 20, 1989, between Sentinel Federal and the OTS shall
have been terminated. For additional information, see Section 6.3 of the Merger
Agreement attached hereto as Appendix I.
There can be no assurance that the conditions to consummation of the Merger
will be satisfied or waived. In the event the conditions to either party's
obligations become impossible of satisfaction in any material respect, the other
party may elect to terminate the Merger Agreement. See "Waiver and Amendment;
Termination."
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Regulatory Approvals
The Merger is subject to the approval of the OTS. Roosevelt filed an
application for approval of the Merger with the OTS on May 13, 1996, and
anticipates receiving such approval in the third quarter of 1996. There can be
no assurance as to the receipt or timing of such approval.
It is a condition to the consummation of the Merger that all requisite
regulatory approvals be obtained without the imposition of any condition which
differs from conditions customarily imposed by the OTS in orders approving
acquisitions of the type contemplated by the Merger Agreement. There can be no
assurance that any such approval will not contain terms, conditions or
requirements which cause such approval to fail to satisfy such condition to the
consummation of the Merger.
Under federal law a period of 30 days, subject to reduction to 15 days
by the OTS with the concurrence of the Department of Justice, must expire
following approval by the OTS within which period the Department of Justice may
file objections to the Merger under the federal antitrust laws. The Department
of Justice could take such action under the antitrust laws as it deems necessary
or desirable in the public interest, including seeking to enjoin the Merger
unless acceptable accommodations are made. While the parties believe that the
likelihood of such action by the Department of Justice is remote in this case,
there can be no assurance that the Department of Justice will not initiate such
a proceeding.
Waiver and Amendment; Termination
The Boards of Directors of Roosevelt and Sentinel may waive compliance with
any term, condition or provision of the Merger Agreement at any time.
Subject to applicable law, the Merger Agreement may be amended by action of
the Roosevelt and Sentinel Boards at any time before or after approval of the
Merger Agreement by the stockholders of Sentinel; provided, however, that after
approval by the stockholders of Sentinel, no amendment may (i) alter or change
the amount or kind of consideration to be received by holders of Sentinel Common
Stock as provided in the Merger Agreement or (ii) adversely affect the tax
treatment to Sentinel stockholders of the stock portion of the Merger
Consideration. In addition, Roosevelt may cause the Merger Agreement to be
amended to change the method of effecting the Merger, to the extent permitted by
applicable law. No such amendment, however, may (i) alter or change the amount
or kind of the Merger Consideration or the treatment of Sentinel Stock Options
and Restricted Sentinel Common Stock as set forth in the Merger Agreement, (ii)
diminish the benefits to be received by the directors, officers or employees of
Sentinel and Sentinel Federal as set forth in the Merger Agreement or in any
other agreements between the parties made in connection with the Merger
Agreement, (iii) materially impede or delay the consummation of the Merger or
(iv) adversely affect the tax treatment of Sentinel stockholders as a result of
receiving the Merger Consideration.
The Merger Agreement may be terminated at any time prior to the Effective
Time, whether prior to or after approval of the matters presented herein by
Sentinel's stockholders, (i) by mutual consent of the parties, (ii) by either
party if the Merger is not consummated by January 31, 1997 (provided that the
terminating party is not then in material breach of the Merger Agreement); (iii)
by either party if the required regulatory approvals are not obtained; (iv) by
either party if the required approval of Sentinel's stockholders is not obtained
(provided that the terminating party is not then in material breach of the
Merger Agreement); or (v) by either party if the other party has materially
breached any representation, warranty, covenant or agreement set forth in the
Merger Agreement and has failed to, or cannot, cure in a timely manner such
breach after receiving written notice of such breach. In addition, the Sentinel
Board may terminate the Merger Agreement if in the exercise of its good faith
judgment in consultation with counsel it determines that termination is
warranted upon the occurrence of certain events, provided a prior payment of
$680,000 in cash has been made to Roosevelt. See "The Merger--Waiver and
Amendment; Termination." Sentinel has also agreed to pay Roosevelt this amount
in the event the Merger is not consummated and certain events occur by September
22, 1997. See "The Merger--Expenses; Termination Fee" and Section 7.2 of the
Merger Agreement attached hereto as Appendix I.
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Subject to certain exceptions, the representations, warranties and
agreements of the parties set forth in the Merger Agreement shall not survive
the Effective Time, and shall be terminated and extinguished at such time. From
and after the Effective Time, neither of the parties shall have any liability to
the other on account of any breach or failure of any of the representations,
warranties and agreements in the Merger Agreement, subject to certain
exceptions.
Conduct of Business Pending the Merger
Each of Roosevelt and Sentinel has agreed, with respect to it and its
subsidiaries, that, prior to the Effective Time, it will (i) conduct its
business only in the ordinary and usual course consistent with past practices,
and (ii) use its best efforts to maintain and preserve its business
organization, employees and advantageous business relationships and retain the
services of its officers and key employees.
In addition, Sentinel has agreed that, prior to the Effective Time, it and
its subsidiaries will not, without the prior written consent of Roosevelt: (i)
declare or pay any dividends or other distributions on its capital stock (other
than certain inter-company dividends), (ii) enter into or amend any employment
or similar agreement or arrangement, materially modify any employee benefit plan
or security acquisition loans relating thereto or grant any salary or wage
increase, other than increases (A) consistent with past practice or required by
applicable law or contract, (B) as provided for in Section 5.8 of the Merger
Agreement and (C) as to which Roosevelt does not disapprove after written
notification by Sentinel; (iii) except as required in fulfillment of the
fiduciary duties of the Sentinel Board (as determined in consultation with
counsel), authorize, recommend, propose or announce an intention to authorize,
so recommend or propose, or enter into an agreement in principle with respect
to, any merger, consolidation or business combination (other than the Merger),
any acquisition of a material amount of assets or securities, any disposition of
a material amount of assets or securities or any release or relinquishment of
any material contractual rights; (iv) propose or adopt any amendments to its
certificate of incorporation or other charter document or bylaws, other than as
required by law or regulation; (v) issue or sell any shares of its capital stock
other than pursuant to options outstanding on the date of the Merger Agreement,
or effect any stock split or otherwise change its capitalization as it existed
on the date of the Merger Agreement; (vi) purchase, exchange or otherwise
acquire or dispose of any shares of its capital stock; (vii) except as provided
for in the Merger Agreement or in honor of existing contractual obligations,
enter into, increase or modify certain loan or credit commitments, without first
consulting with Roosevelt or unless Roosevelt does not object after notification
by Sentinel, as applicable, or enter into any agreement or engage in any
transaction which reasonably could be construed as materially affecting the
asset/liability management or interest rate risk management position of Sentinel
or Sentinel Federal; (viii) directly or indirectly (A) initiate, solicit or
encourage any discussions or proposals relating to the disposition of any
significant portion of the business or assets of Sentinel or any subsidiary
thereof or the acquisition of 10% or more of the shares of any class of capital
stock of Sentinel or any subsidiary thereof or the merger of Sentinel or any
subsidiary thereof with any person (other than Roosevelt) or any similar
transaction or (B) except as required in fulfillment of the fiduciary duties of
the Sentinel Board, and in consultation with outside counsel, provide any such
person with information or assistance or negotiate with any such person with
respect to any such transaction; (ix) take any action that would (A) materially
impede or delay the consummation of the transactions contemplated by the Merger
Agreement or the ability of Roosevelt or Sentinel to obtain any required
approval of any regulatory authority or to perform its covenants and agreements
under the Merger Agreement, (B) prevent the Merger from qualifying as a pooling
of interests for accounting purposes or (C) prevent the Company Merger from
qualifying as a reorganization within the meaning of Section 368(a)(1)(A) of the
Code or the Bank Merger from qualifying as a reorganization within the meaning
of Section 368(a)(1)(A) or (D) of the Code; (x) other than in the ordinary
course of business consistent with past practice, incur any indebtedness for
borrowed money, assume, guarantee, endorse or otherwise as an accommodation
become responsible or liable for the obligations of any other individual,
corporation or other entity; or (xi) agree in writing or otherwise take any of
the foregoing actions or engage in any activity, enter into any transaction or
take or omit to take any other act which would make any of the representations
and warranties of Sentinel and Sentinel Federal in the Merger Agreement untrue
or incorrect in any material respect if made anew after engaging in such
activity, entering into such transaction or taking or omitting such other act.
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Expenses; Termination Fee
All expenses incurred in connection with the Merger Agreement and the
consummation of the Merger are to be paid by the party incurring such expenses,
except that Roosevelt will pay all printing and mailing expenses and filing fees
associated with this Proxy Statement/Prospectus and all filings with the
Regulatory Authorities for approval of the Merger Agreement.
If the Merger is not consummated by September 22, 1997 and a Fee Event (as
defined below) occurs prior thereto, Sentinel has agreed to pay Roosevelt on
demand a fee of $680,000 in recognition of the expenses of, and other
opportunities foregone by, Roosevelt in connection with the Merger Agreement. A
Fee Event shall occur if: (i) any person other than Roosevelt or an affiliate of
Roosevelt acquires beneficial ownership of 25% or more of the then-outstanding
shares of Sentinel Common Stock; (ii) without having received Roosevelt's prior
written consent, Sentinel or any of its affiliates enters into an agreement to
engage in, or the Sentinel Board recommends that Sentinel's stockholders approve
or accept, an Acquisition Transaction (as defined below) with any person other
than Roosevelt or any of its subsidiaries; or (iii) Sentinel or any of its
subsidiaries or stockholders receives a proposal from a third party to engage in
an Acquisition Transaction and after such proposal (A) Sentinel willfully
breaches the Merger Agreement entitling Roosevelt to terminate the Merger
Agreement, (B) Sentinel stockholders do not approve the Merger Agreement at the
Special Meeting, (C) the Special Meeting is not held or is canceled prior to
termination of the Merger Agreement for reasons other than the fault of
Roosevelt or (D) the Sentinel Board withdraws or modifies its recommendation
with respect to the Merger Agreement in a manner adverse to Roosevelt.
Notwithstanding the foregoing, Sentinel will not be obligated to pay such
termination fee if, prior to a Fee Event, the Merger Agreement is terminated by
mutual consent of the parties, or by Sentinel because a required regulatory
approval is denied, or Roosevelt commits a material breach of a representation,
warranty, covenant or agreement set forth in the Merger Agreement which
Roosevelt fails to cure in a timely manner after receiving written notice of
such breach.
Under the Merger Agreement, each of the following will be deemed an
Acquisition Transaction: (i) a merger or consolidation or similar transaction
involving Sentinel or Sentinel Federal; (ii) the purchase, lease or other
acquisition of all or substantially all of the assets of Sentinel or any if its
subsidiaries; or (iii) the purchase or other acquisition (including by way of
merger, consolidation, share exchange or otherwise) of securities representing
10% or more of the voting power of Sentinel or Sentinel Federal. The term
"Acquisition Transaction" does not include any internal merger involving only
Sentinel Financial and or its subsidiaries.
Accounting Treatment
Consummation of the Merger is conditioned upon the receipt by Roosevelt of
an opinion from its independent accountants to the effect that the Merger
qualifies for pooling of interests accounting treatment if consummated in
accordance with the terms of the Merger Agreement. Under the pooling of
interests method of accounting, the historical cost basis of the assets and
liabilities of Roosevelt and Sentinel will be combined and carried forward at
their previously recorded amounts, and the stockholders' equity accounts of
Roosevelt and Sentinel will be combined on Roosevelt's consolidated balance
sheet. Income and other financial statements of Roosevelt issued after
consummation of the Merger will be restated retroactively to reflect the
consolidated operations of Roosevelt and Sentinel as if the Merger had taken
place prior to the periods covered by such financial statements.
See "--Conditions to the Merger."
The Bank Merger Agreement
In connection with the Merger, Roosevelt Bank and Sentinel Federal will
execute an agreement pursuant to which Sentinel Federal will merge with
Roosevelt Bank (the "Bank Merger Agreement"). Under the Bank Merger Agreement,
the Bank Merger will occur at the date and time specified on the endorsement of
the articles of combination that will be filed with the OTS by the parties to
the Merger Agreement as soon as practicable after the satisfaction or waiver of
the conditions of each party to effect the Merger. The name of the surviving
institution will be "Roosevelt Bank."
40
<PAGE>
Resales of Roosevelt Common Stock by Affiliates
The shares of Roosevelt Common Stock to be issued in the Merger will be
registered under the Securities Act and will be freely transferable under the
Securities Act, except for shares issued to any stockholder who may be deemed to
be an "affiliate" of Roosevelt or Sentinel for purposes of Rule 145 under the
Securities Act as of the date of the Special Meeting. Affiliates of Roosevelt or
Sentinel may not sell their shares of Roosevelt Common Stock acquired in
connection with the Merger except pursuant to an effective registration
statement under the Securities Act covering such shares or in compliance with
Rule 145 or another applicable exemption from the registration requirements of
the Securities Act. Persons who may be deemed to be affiliates of Roosevelt or
Sentinel generally include individuals or entities that control, are controlled
by or are under common control with Roosevelt or Sentinel, and may include
certain officers and directors of Roosevelt and Sentinel as well as certain
principal stockholders of Roosevelt and Sentinel.
SEC guidelines regarding qualifying for the pooling of interests method of
accounting also limit sales by affiliates of Roosevelt or Sentinel in the
Merger. SEC guidelines indicate that the pooling of interests method of
accounting generally will not be challenged on the basis of sales by affiliates
if they do not dispose of any of the shares of either combining company they
owned prior to the consummation of a merger or shares of the surviving company
received in connection with a merger during the period beginning thirty (30)
days before the merger and ending when financial results covering at least
thirty (30) days of post-merger operations of the surviving company have been
published.
It is a condition to Roosevelt's obligation to consummate the Merger that
each person who may be deemed an affiliate (for purposes of Rule 145 and for
purposes of qualifying the Merger for pooling of interests accounting treatment)
of Sentinel execute and deliver to Roosevelt a written agreement intended to
ensure compliance with the Securities Act and to ensure that the Merger will
qualify as a pooling of interests.
Certain Federal Income Tax Consequences of the Merger
Set forth below is a discussion of federal income tax consequences of the
Merger to Roosevelt, Sentinel and Sentinel stockholders who are citizens or
residents of the United States. The following discussion does not purport to be
a complete analysis or listing of all potential tax effects relevant to a
decision whether to vote in favor of approval of the Merger Agreement and the
transactions contemplated thereby. Further, the discussion does not address the
tax consequences that may be relevant to a particular Sentinel stockholder
subject to special treatment under certain federal income tax laws, such as
dealers in securities, banks, insurance companies, tax-exempt organizations,
non-United States stockholders, and persons who acquired their shares as
compensation, nor any consequences arising under the laws of any state, locality
or foreign jurisdiction. The discussion is based upon the Code, Treasury
regulations thereunder and administrative rulings and court decisions as of the
date hereof. All of the foregoing are subject to change and any such change
could affect the continuing validity of this discussion.
HOLDERS OF SENTINEL COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISERS AS
TO THE PARTICULAR EFFECT OF THEIR OWN PARTICULAR FACTS AND CIRCUMSTANCES ON THE
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO THEM, AND ALSO TO THE EFFECT OF
ANY STATE, LOCAL, FOREIGN AND OTHER FEDERAL TAX LAWS.
Under current federal income tax law, and based upon assumptions and
representations of Roosevelt and Sentinel, and assuming that the Company Merger
and the Bank Merger are each consummated in the manner set forth in the Merger
Agreement, it is anticipated that the following federal income tax consequences
would result:
(i) the Company Merger and the Bank Merger will each qualify as a
reorganization under Section 368(a) of the Code;
(ii) no gain or loss will be recognized by Roosevelt, Roosevelt Bank,
Sentinel or Sentinel Federal by reason of the Company Merger or the Bank
Merger;
41
<PAGE>
(iii) no gain or loss will be recognized by any Sentinel stockholder
upon the exchange of Sentinel Common Stock solely for Roosevelt Common
Stock in the Merger (except in connection with the receipt of cash in lieu
of a fractional share of Roosevelt Common Stock, as discussed below);
(iv) the aggregate tax basis of the Roosevelt Common Stock received by
each stockholder of Sentinel who exchanges Sentinel Common Stock for
Roosevelt Common Stock in the Merger will be the same as the aggregate tax
basis of the Sentinel Common Stock surrendered in exchange therefor
(subject to any adjustments required as the result of receipt of cash in
lieu of a fractional share of Roosevelt Common Stock);
(v) the holding period of the shares of Roosevelt Common Stock
received by a Sentinel stockholder in the Merger will include the holding
period of the Sentinel Common Stock surrendered in exchange therefor
(provided that such shares of Sentinel Common Stock were held as a capital
asset by such stockholder at the Effective Time); and
(vi) cash received in the Merger by a Sentinel stockholder in lieu of
a fractional share interest of Roosevelt Common Stock will be treated as
having been received as a distribution in full payment in exchange for the
fractional share interest of Roosevelt Common Stock which such stockholder
would otherwise be entitled to receive, and will qualify as capital gain or
loss (assuming the Sentinel Common Stock surrendered in exchange therefor
was held as a capital asset by such stockholder at the Effective Time).
Based upon representations to be made by Roosevelt and Sentinel as of the
Effective Time, Roosevelt and Sentinel will receive an opinion of Silver,
Freedman & Taff, L.L.P., counsel to Roosevelt, that the Company Merger and the
Bank Merger will each qualify as a reorganization under the Code with the
consequences set forth above. The opinion would be subject to various
assumptions and qualifications, including that the Company Merger and the Bank
Merger are consummated in the manner and in accordance with the terms of the
Merger Agreement. The opinion would be based entirely upon the Code, regulations
then in effect or proposed thereunder, then-current administrative rulings and
practice and judicial authority, all of which would be subject to change,
possibly with retroactive effect. Consummation of the Merger is conditioned upon
the receipt by Roosevelt and Sentinel of such opinion. See "--Conditions to the
Merger."
No ruling has been or will be requested from the Internal Revenue Service
("IRS"), including any ruling as to federal income tax consequences of the
Merger to Roosevelt, Sentinel or Sentinel stockholders. Unlike a ruling from the
IRS, an opinion of counsel or independent certified accountants is not binding
on the IRS. There can be no assurance that the IRS will not take a position
contrary to the positions reflected in such opinion or that such opinion would
be upheld by the courts if challenged.
Nasdaq Listing
Roosevelt Common Stock currently is quoted on the Nasdaq National Market.
It is a condition to consummation of the Merger that the Roosevelt Common Stock
to be issued to stockholders of Sentinel in the Merger and to be reserved for
issuance under the Sentinel Stock Options assumed by Roosevelt in the Merger
also will be approved for listing on the Nasdaq National Market.
See "--Conditions to the Merger."
MANAGEMENT AFTER THE MERGER
As of the Effective Time, the Boards of Directors of Roosevelt and
Roosevelt Bank will consist of the current members of such Boards, and the
executive officers of Roosevelt and Roosevelt Bank will include the current
executive officers of Roosevelt and Roosevelt Bank. Craig D. Laemmli, President
and Chief Executive Officer of Sentinel and Sentinel Federal will assume the
position of Vice President of Roosevelt Bank pursuant to an employment agreement
for a term of six months as described elsewhere in this Prospectus/Proxy
Statement. See "The Merger--Interest of Certain Persons." In addition, for at
least one year after the Effective Time, and for so long thereafter as agreed to
by Roosevelt Bank and the participating directors of Sentinel, the directors of
Sentinel
42
<PAGE>
who wish to do so may serve as regional advisory directors of Roosevelt Bank for
a retainer fee of $500 per month. See also "The Merger--Interests of Certain
Persons in the Merger."
BUSINESS OF SENTINEL FINANCIAL CORPORATION
General
Sentinel was incorporated on September 23, 1993 for the purpose of becoming
the holding company for Sentinel Federal upon Sentinel Federal's conversion from
a federal mutual to a federal stock savings and loan association (the
"Conversion"). The Conversion was completed on January 7, 1994. Sentinel has not
engaged in any significant activity other than holding the stock of Sentinel
Federal. Accordingly, the information set forth in this Proxy
Statement/Prospectus, including financial statements and related data, relates
primarily to Sentinel Federal and its subsidiaries.
Sentinel Federal was organized in 1919 as a Missouri mutual savings and
loan association under the name "Baptist Savings and Loan Association of Kansas
City." In 1935, Sentinel Federal converted to a federally chartered savings and
loan association and changed its name to "Sentinel Federal Savings and Loan
Association of Kansas City." Sentinel Federal is regulated by the OTS and its
deposits are insured up to applicable limits under the SAIF of the FDIC.
Sentinel Federal also is a member of the FHLB system.
At March 31, 1996, Sentinel had total assets of $148.8 million, deposits of
$125.6 million and stockholders' equity of $11.5 million.
Sentinel Federal's principal business consists of attracting deposits from
the general public, originating loans secured primarily by owner-occupied
residential properties and purchasing mortgage-related securities through the
secondary market. Approximately 95.3% of Sentinel Federal's first mortgage loans
are secured by properties located within Missouri. Sentinel Federal's
residential real estate mortgage loans amounted to $78.2 million or 96.71% of
Sentinel Federal's net loan portfolio at June 30, 1995. To a significantly
lesser extent, Sentinel Federal also originates consumer, commercial real
estate, and commercial business loans.
On December 20, 1989, Sentinel Federal entered into a Supervisory Agreement
with the OTS as a result of OTS criticisms of Sentinel Federal's policies and
operations and its reduced capital position. In May 1990, Sentinel Federal also
signed a Capital Plan agreement as a result of its low level of core capital.
The Capital Plan was terminated on June 1, 1994 due to increases in capital
levels primarily as a result of the initial public offering in connection with
the Conversion. However, the Supervisory Agreement remains in effect until
terminated by the OTS. The Supervisory Agreement requires Sentinel Federal to
follow certain limitations primarily relating to Sentinel Federal's internal
operations, lending activities and investments.
Yields Earned and Rates Paid
The earnings of Sentinel Federal depend largely on the spread between the
yield on interest-earning assets (primarily loans and investments) and the cost
of interest-bearing liabilities (primarily deposit accounts), as well as the
relative size of Sentinel Federal's interest-earning assets and interest-bearing
liability portfolios.
43
<PAGE>
The following table sets forth, for the periods indicated, information
regarding average balances of assets and liabilities as well as the total dollar
amounts of interest income from average interest-earning assets and interest
expense on average interest-bearing liabilities, resultant yields, interest rate
spread, net interest margin, and ratio of average interest-earning assets to
average interest-bearing liabilities. Average balances for a period have been
calculated using the average of month-end balances during such period.
<TABLE>
<CAPTION>
Years Ended June 30,
-----------------------------------------------------------------------------------------
1993 1994 1995
---------------------------- ------------------------------ ---------------------------
Interest Interest Interest
Average and Yield/ Average and Yield/ Average and Yield/
Balance Dividends Cost Balance Dividends Cost Balance Dividends Cost
-----------------------------------------------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets(1):
Mortgage loans..................... $ 86,265 $ 7,418 8.60% $ 73,552 $5,682 7.73% $ 74,249 $ 5,698 7.67%
Consumer loans..................... 643 50 7.78 710 51 7.18 1,045 79 7.56
Commercial business loans.......... 894 73 8.17 739 57 7.71 978 78 7.98
-------- ------- ---- -------- ------ ---- -------- ------- ----
Total net loans.................. 87,802 7,541 8.59% 75,001 5,790 7.72% 76,272 5,855 7.68%
Mortgage-related securities........ 47,230 2,404 5.09 68,989 3,227 4.67 72,510 4,190 5.78
Investment securities.............. 8,840 366 4.14 3,585 147 4.10 3,624 168 4.64
Interest-bearing deposits in
other banks....................... 9,494 333 3.51 3,519 103 2.93 1,592 66 4.15
Other earning assets............... 1,769 149 8.42 1,848 151 8.17 1,848 143 7.74
-------- ------- ---- -------- ------ ---- -------- ------- ----
Total interest-earning assets.... $155,135 $10,793 6.96% $153,242 $9,418 6.15% $155,846 $10,422 6.69%
======== ======= ==== ======== ====== ==== ======== ======= ====
Non-interest-earning assets:
Premises and equipment, net....... 966 -- 878 -- 810 --
Real estate owned, net............ 423 -- 52 -- 0
Other non-interest-earning assets. 1,071 -- 1,034 -- 1,219 --
-------- ------- -------- ------ -------- -------
Total assets..................... $157,595 $10,793 $155,206 $9,418 $157,875 $10,422
======== ======= ======== ====== ======== =======
Interest-earning liabilities:
Passbook accounts................. $ 12,102 $ 326 2.69% $ 12,298 $ 326 2.65% $ 10,831 $ 297 2.74%
Negotiable order of withdrawal
("NOW") accounts................. 3,951 107 2.71 3,585 81 2.26 3,061 72 2.35
Money market accounts............. 20,589 602 2.92 20,286 596 2.94 19,168 785 4.10
Certificates of deposit........... 103,217 6,014 5.83 98,637 5,136 5.21 95,533 5,144 5.38
-------- ------- ---- -------- ------ ---- -------- ------- ----
Total deposits................... $139,859 $ 7,049 5.04% $134,806 $6,139 4.55% $128,593 $ 6,298 4.90%
(table continued on following page)
</TABLE>
44
<PAGE>
<TABLE>
<CAPTION>
Years Ended June 30,
-----------------------------------------------------------------------------------------
1993 1994 1995
--------------------------- --------------------------- ---------------------------
Interest Interest Interest
Average and Yield/ Average and Yield/ Average and Yield/
Balance Dividends Cost Balance Dividends Cost Balance Dividends Cost
-------- --------- ------ -------- --------- ------ -------- --------- ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Other interest-bearing liabilities..... $ 8,833 $ 691 7.82% $ 9,471 $ 641 6.77% $ 16,150 $1,046 6.48%
-------- ------ ------ -------- ------ ------ -------- ------ ------
Total interest-bearing liabilities.. $148,962 $7,740 5.21% $144,277 $6,780 4.70% $144,743 $7,344 5.07%
======== ====== ====== ======== ====== ====== ======== ====== ======
Non-interest-bearing liabilities:
Non-interest-bearing deposits......... -- -- -- -- -- --
Other liabilities..................... 4,112 -- 3,424 -- 2,873 --
-------- ------ -------- ------ -------- ------
Total liabilities................... $152,804 $7,740 $147,701 $6,780 $147,616 $7,344
======== ====== ======== ====== ======== ======
Stockholders' equity................... 4,791 -- 7,505 -- 10,259 --
-------- ------ -------- ------ -------- ------
Total liabilities and
stockholders' equity................. $157,595 $7,740 $155,206 $6,780 $157,875 $7,344
======== ====== ======== ====== ======== ======
Net interest income.................... $3,053 $2,638 $3,078
Interest rate spread................... 1.75% 1.45% 1.61%
Net interest margin.................... 1.97 1.72 1.98
Ratio of average interest-earning
assets to average interest-bearing
liabilities........................... 104.33 106.21 107.67
</TABLE>
- -----------------------------
(1) Does not include interest on nonaccrual loans or loans 90 days or more past
due.
45
<PAGE>
The following table sets forth (on a consolidated basis) for the periods
and at the date indicated, the weighted average yields earned on Sentinel
Federal's assets and the weighted average interest rates paid on Sentinel
Federal's liabilities, together with the net interest margin.
<TABLE>
<CAPTION>
Year Ended June 30,
-------------------------- At June 30,
1993 1994 1995 1995
---- ---- ---- -----------
<S> <C> <C> <C> <C>
Weighted average yield on
loan portfolio.......................... 8.59% 7.72% 7.68% 7.99%
Weighted average yield on mortgage-
related securities...................... 5.09 4.67 5.78 6.42
Weighted average yield on
investment portfolio.................... 4.14 4.29 5.34 5.67
Weighted average yield on
all interest-earning assets........... 6.96 6.15 6.69 7.18
Weighted average rate paid on
deposits................................ 5.04 4.55 4.90 5.47
Weighted average rate paid on
advances from FHLB...................... 7.82 6.77 6.48 6.26
Weighted average rate paid on
all interest-bearing liabilities...... 5.21 4.70 5.07 5.58
Interest rate spread (spread between
weighted average rate on all interest-
earning assets and all interest-
bearing liabilities).................... 1.75 1.45 1.61 1.59
Net interest margin (net interest income
(expense) as a percentage of average
interest-earning assets)................ 1.97 1.72 1.98 1.98
</TABLE>
46
<PAGE>
The following table sets forth the effects of changing rates and volumes on
net interest income of Sentinel Federal. Information is provided with respect to
(i) effects on interest income attributable to changes in volume (changes in
volume multiplied by prior rate); (ii) effects on interest income attributable
to changes in rate (changes in rate multiplied by prior volume); and (iii)
changes in rate/volume (change in rate multiplied by change in volume).
<TABLE>
<CAPTION>
1994 Compared to 1993 1995 Compared to 1994
----------------------------------- ----------------------------
Increase (Decrease) Increase (Decrease)
Due to Due to
----------------------------------- ----------------------------
Rate/ Rate/
Rate Volume Volume Net Rate Volume Volume Net
------- ------- ------ ------- ---- ------ ------ ------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Mortgage loans(1).............. $ (751) $(1,093) $111 $(1,733) $(44) $ 54 $ 6 $ 16
Consumer loans(1)............. (4) 5 -- 1 3 24 1 28
Commercial business
loans(1)..................... (4) (13) 1 (16) 2 18 1 21
------- ------- ---- ------- ---- ----- ---- ------
Total loans(1)............... (759) (1,101) 112 (1,748) (39) 96 (8) 65
Mortgage-related securities... (198) 1,108 (86) 824 766 164 32 962
Investment and trading
securities................... 13 (230) (8) (225) 19 2 45 66
Interest-bearing deposits..... (64) (197) 36 (225) 43 (56) (68) (81)
Other earning assets.......... (4) 7 -- 3 (8) -- -- (8)
------- ------- ---- ------- ---- ----- ---- ------
Total net change in
income on interest-
earning assets................ (1,012) (413) 54 (1,371) 781 206 17 1,004
------- ------- ---- ------- ---- ----- ---- ------
Interest-bearing liabilities:
Interest-bearing
deposits..................... (685) (250) 25 (910) 472 (283) (30) 159
FHLB advances................. (93) 50 (7) (50) (27) 452 (19) 405
------- ------- ---- ------- ---- ----- ---- ------
Total net change in
expense on interest-
bearing liabilities........... (778) (200) 18 (960) 444 169 (49) 564
------- ------- ---- ------- ---- ----- ---- ------
Net change in net
interest income............... $ (234) $ (213) $ 36 $ (411) $337 $ 37 $ 66 $ 440
======= ======= ==== ======= ==== ===== ==== ======
</TABLE>
- --------------------
(1) Does not include interest on loans 90 days or more past due.
47
<PAGE>
Asset and Liability Management
The matching of assets and liabilities may be analyzed by examining the
extent to which such assets and liabilities are "interest rate sensitive" and by
monitoring an institution's interest rate sensitivity "gap." An asset or
liability is said to be interest rate sensitive within a specific time period if
it will mature or reprice within that time period. The interest rate sensitivity
gap is defined as the difference between the amount of interest-earning assets
anticipated, based upon certain assumptions, to mature or reprice within a
specific time period and the amount of interest-bearing liabilities anticipated,
based upon certain assumptions, to mature or reprice within that time period. A
gap is considered positive when the amount of interest rate sensitive assets
exceeds the amount of interest rate sensitive liabilities. A gap is considered
negative when the amount of interest rate sensitive liabilities exceeds the
amount of interest rate sensitive assets. During a period of rising interest
rates, a negative gap would tend to adversely affect net interest income while a
positive gap would tend to result in an increase in net interest income. During
a period of falling interest rates, a negative gap would tend to result in an
increase in net interest income while a positive gap would tend to adversely
affect net interest income.
Prior to June 30, 1991, Sentinel Federal had typically maintained a
negative one-year gap position. This position had generally resulted in a
positive impact during a declining rate environment and a negative impact during
a rising rate environment. Since that period Sentinel Federal has typically
maintained a positive gap position. The one-year gap can be described as the
difference between interest-earning assets and interest-bearing liabilities that
reprice during a one-year time frame. Sentinel Federal's one-year adjusted gap
position has moved from a negative 3.4% as of June 30, 1991, to a positive
22.79% as of June 30, 1995. The change from a negative to a positive gap
position was the result of several factors including among other items,
substantially increased capital levels, significant prepayment of fixed rate
mortgage loans and investment in adjustable rate mortgage related securities.
Although the one-year gap ratio is used as a measure of interest rate risk,
Sentinel Federal also employs other asset liability techniques including
measuring the market value of Sentinel Federal's portfolio equity position and
the use of a planning model to project Sentinel Federal's activities under a
given interest rate environment. The use of several separate techniques helps
reduce the risks associated with using one monitoring tool. There can be no
assurance that any of Sentinel Federal's monitoring techniques can or will
reflect market conditions due to the impact of external events such as market
competition, the Treasury yield curve and other market forces. The models are
used, however, to assist management in evaluating the risks relative to net
income expectations. Mortgage prepayment rates and core deposit decay rates are
based on OTS tables with some variance based on Sentinel Federal's portfolio
experience.
Certain shortcomings are inherent in the method of analysis presented in
the following table. For example, although certain assets and liabilities may
have similar maturities or periods of repricing, they may react in different
degrees to changes in market interest rates. Also, the interest rates on certain
types of assets and liabilities may fluctuate in advance of changes in market
interest rates, while interest rates on other types may lag behind changes in
market rates. Additionally, certain assets, such as adjustable rate mortgage
("ARM") loans, have features that restrict changes in interest rates on a short-
term basis over the life of the asset. Further, in the event of a change in
interest rates, prepayment and early withdrawal levels would likely deviate
significantly from those assumed in calculating the table. Finally, the ability
of many borrowers to service their debt may decrease in the event of an interest
rate increase.
Sentinel Federal's analysis of its interest-rate sensitivity incorporates
certain assumptions concerning the amortization of loans and other interest-
earning assets and the withdrawal of deposits. The interest-rate sensitivity of
Sentinel Federal's assets and liabilities illustrated in the table could vary
substantially if different assumptions were used or if actual experience differs
from the assumptions used. Sentinel Federal relies upon an internal gap report
and an internal market value of portfolio equity ("MVPE") analysis which utilize
OTS and management assumptions. These assumptions include a fixed rate mortgage
loan constant prepayment rate approximating 12.50%. Adjustable-rate mortgage
loans and mortgage-related securities are also assigned constant prepayment
rates; however, these instruments generally reprice in one year or less and
appear in the appropriate gap column.
48
<PAGE>
The following table presents Sentinel Federal's interest sensitivity gap
between interest-earning assets and interest-bearing liabilities at June 30,
1995.
<TABLE>
<CAPTION>
Within Over
Six 6 Months 1-3 3-6 6-10 10
Months to One Year Years Years Years Years Total
------- ----------- -------- ------- ------ ------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Fixed-rate mortgage loans(1)............. $ 3,185 $ 3,117 $ 10,464 $ 8,895 $6,354 $ 1,286 $ 33,300
ARM loans(1)............................. 21,551 16,749 4,490 4,330 66 -- 47,186
Mortgage-related securities.............. 41,028 26,486 1,360 -- -- -- 68,874
Other loans(1)........................... 310 133 64 892 25 31 1,455
Investment securities and
interest-bearing deposits............... 2,111 -- 2,000 -- -- -- 4,111
------- ------- -------- ------- ------ ------- --------
Total rate sensitive assets............ 68,186 46,484 18,378 14,117 6,445 1,317 154,926
------- ------- -------- ------- ------ ------- --------
Interest-bearing liabilities:
Deposits:
Regular savings and NOW accounts........ 1,580 1,432 4,073 2,953 1,809 1,783 13,631
Money market deposit accounts........... 7,032 7,032 2,808 1,437 204 50,948 18,564
Certificates of deposit................. 27,976 15,462 38,775 9,143 2,889 -- 94,245
Other................................... 10,850 4,000 4,500 2,500 -- -- 21,850
------- ------- -------- ------- ------ ------- --------
Total rate sensitive liabilities....... 47,437 27,927 50,156 16,033 4,902 1,834 148,290
------- ------- -------- ------- ------ ------- --------
Excess (deficiency) of interest
sensitive assets over interest
sensitive liabilities.................... $20,748 $18,557 $(31,778) $(1,917) $1,543 $ (518) $ 6,637
======= ======= ======== ======= ====== ======= ========
Cumulative excess (deficiency) of
interest sensitive assets................ $20,748 $39,306 $ 7,528 $ 5,611 $7,154 $ 6,637 $ 6,637
======= ======= ======== ======= ====== ======= ========
Cumulative ratio of interest-earning
assets to interest-bearing liabilities... 1.44% 1.52% 1.06% 1.04% 1.05% 1.05% 1.05%
Interest sensitivity gap to total assets.. 12.81 11.46 (19.62) (1.18) 0.95 (0.32) 4.10
Ratio of interest-earning assets to
interest-bearing liabilities............ 1.44 1.67 0.37 0.88 1.32 0.72 1.05
Ratio of cumulative gap
to total assets......................... 12.81 24.27 4.65 3.47 4.42 4.10 4.10
</TABLE>
- --------------------
(1) Excludes undisbursed loan funds, unearned loan fees, net and allowance
for loan losses.
49
<PAGE>
Lending Activities
General. The primary lending activity of Sentinel Federal is originating
one- to four-family adjustable and fixed-rate residential loans, based on
Sentinel Federal's and Federal Home Loan Mortgage Corporation ("FHLMC")/Federal
National Mortgage Association ("FNMA") underwriting standards.
The types of loans historically originated by Sentinel Federal include
single-family and multi-family residential loans, residential lot and
construction loans, home equity loans, commercial real estate loans and savings
account loans. Sentinel Federal attracts retail deposits from the general public
and invests those deposits, together with funds generated from operating income,
primarily in one- to four-family mortgage loans and mortgage-related securities.
Sentinel Federal's revenues are derived principally from interest on its
mortgage loan and mortgage-related securities portfolios. Sentinel Federal's
primary sources of funds are proceeds from deposits, FHLB advances and from
principal and interest payments on loans and mortgage-related securities.
Sentinel Federal requires that mortgage loans be secured by first or second
liens on one - to four-family residential dwellings. The primary purpose of the
loans is for the purchase or refinancing or construction of these properties. As
of June 30, 1995, $75.6 million, or 93.3% of Sentinel Federal's loan portfolio,
consisted of loans secured by one - to four-family residential properties, $2.2
million, or 2.71% of loans, consisted of commercial real estate and $2.7
million, or 3.4%, consisted of multi-family permanent loans.
Among other things, the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA") imposed new lending limitations on savings
institutions concerning loans made to one borrower which are equivalent to those
applicable to national banks. The current general limitation is 15% of the
unimpaired capital and unimpaired surplus of an association. For Sentinel
Federal, this limits loans permitted to one borrower to approximately $1.6
million. At June 30, 1995, Sentinel Federal had no borrowers with balances in
excess of current loan-to-one borrower limits.
50
<PAGE>
Loan Portfolio Analysis. The following table sets forth the composition of
Sentinel Federal's loan portfolio by type of loan as of the dates indicated.
<TABLE>
<CAPTION>
At June 30,
-----------------------------------------------------------
1993 1994 1995
----------------- ------------------ ------------------
Amount Percent Amount Percent Amount Percent
------- ------- ------- ------- ------- -------
(Dollars in thousands)
Type of Loan:
- -------------
<S> <C> <C> <C> <C> <C> <C>
Conventional mortgage........... $69,169 86% $64,162 80% $70,680 86%
Federal Housing Administration
and Veterans' Administration... 9,682 12 7,098 10 6,377 8
Commercial...................... 872 1 604 1 2,195 3
Construction.................... -- -- 267 -- 1,235 1
------- --- ------- --- ------- ---
Total mortgage loans........... 79,723 99 72,131 99 80,487 98
------- --- ------- --- ------- ---
Other Loans:
Home equity and second
mortgage loans................. 250 -- 286 -- 864 1
Automobile loans................ 76 -- 47 -- 47 --
Other........................... 514 1 386 1 477 1
------- --- ------- --- ------- ---
Total other loans............. 840 1 719 1 1,388 2
------- --- ------- --- ------- ---
Total loans................... 80,563 100% 72,850 100% 81,875 100%
======= === ======= === ======= ===
Less:
Undisbursed loan funds.......... -- 121 452
Unearned loan fees, net......... 242 132 148
Allowance for loan losses....... 278 319 319
------- ------- -------
Total loans receivable, net..... $80,043 $72,278 $80,956
======= ======= =======
Type of Security:
- -----------------
Residential real estate
Single-family.................. $75,169 94% $68,739 94% $75,555 92%
Other dwellings................ 3,682 4 2,788 4 2,737 3
Commercial or industrial
real estate.................... 872 1 604 1 2,195 3
Other loans...................... 840 1 719 1 1,388 2
------- --- ------- --- ------- ---
Total....................... 80,563 100% 72,850 100% 81,875 100%
======= === ======= === ======= ===
Less:
Undisbursed loan funds.......... -- 121 452
Unearned loan fees.............. 242 132 148
Allowance for loan losses....... 278 319 319
------- ------- -------
Total loans receivable, net..... $80,043 $72,278 $80,956
======= ======= =======
</TABLE>
51
<PAGE>
One- to Four-Family Residential Loans. The primary lending activity of
Sentinel Federal is the origination of mortgage loans to enable borrowers to
purchase, refinance or construct single family homes. Management believes that
the policy of focusing on one- to four-family residential mortgage loans has
been successful in contributing to interest income while keeping delinquencies
and losses to a minimum. At June 30, 1995, approximately $75.6 million, or
93.3%, of Sentinel Federal's total loan portfolio consisted of loans secured by
single-family residential real estate.
Sentinel Federal presently originates both fixed and adjustable rate
mortgage loans secured by one- to four-family properties with loan terms of 15
to 30 years. In 1985, Sentinel Federal began originating "ARMs" indexed to
various indices. Until 1989, Sentinel Federal used primarily the monthly media
cost of funds index. Since 1989, all ARMs have been indexed to the U.S. Treasury
Index, with margins ranging from 250% to 300% over the index, repricing annually
with no negative amortization. Minimum and maximum lifetime rates are
established based on competitive factors at the time of origination and
collateral type. Borrower demand for ARMs versus fixed rate mortgage loans is a
function of the level of interest rates, the expectations of changes in the
level of interest rates and the difference between the interest rates and loan
fees offered for fixed rate mortgage loans and the first year interest rates and
loan fees for ARMs. The relative amount of fixed rate mortgage loans and ARMs
that can be originated at any time is largely determined by the demand for each
in a competitive environment.
Additionally, all of Sentinel Federal's adjustable rate loans using the
U.S. Treasury one year constant maturity index contain provisions allowing
conversion of the loan to a fixed rate loan, subject to certain qualifying
conditions. While this particular feature permits the borrower to convert to a
fixed rate loan, Sentinel Federal has not experienced significant prepayment as
a result of this option. Converted loans that do not meet Sentinel Federal's
yield requirements are sold to the FHLMC to limit interest rate risk.
During the year ended June 30, 1995, Sentinel Federal's total mortgage loan
originations were $19.1 million of which 74% were subject to periodic interest
rate adjustments and 26% were long-term, fixed rate loans. See "--Loan
Originations, Sales and Purchases."
Sentinel Federal's long-term, fixed-rate loans are originated with terms of
between 15 to 30 years, amortized on a monthly basis with principal and interest
due each month. At June 30, 1995, Sentinel Federal had $34.69 million of long-
term, fixed-rate mortgage loans in its portfolio or 42.37% of its total loan
portfolio.
Sentinel Federal also engages in mortgage banking activities. These
activities include the origination and sale of whole loans to investors and the
FHLMC. Loans are sold to generate fee income and maintain market share. During
the fiscal years ended June 30, 1993, 1994 and 1995 Sentinel Federal sold $5.8
million, $6.6 million and $3.6 million of originated loans.
The loan fees charged, interest rates and other provisions of Sentinel
Federal's ARM loans are determined by Sentinel Federal on the basis of its own
pricing criteria and competitive market conditions. At June 30, 1995, Sentinel
Federal charged an origination fee on its ARMs ranging from 0% to 2% of the
principal amount of the loan. Interest rates and payments on Sentinel Federal's
ARMs generally are adjusted annually, to a rate typically equal to 200 to 300
basis points above the monthly median cost of funds or U.S. Treasury Index.
Sentinel Federal also originates adjustable rate loans that adjust after either
the third or fifth year and thereafter adjust annually.
Sentinel Federal offers ARMs at market rates that may be below the fully
indexed rate. At June 30, 1995, the initial interest rate being offered on
Sentinel Federal's ARMs ranged from 5.63% to 7.75% per annum. The periodic
interest rate cap (the maximum amount by which the interest rate may be
increased or decreased in a given period) on Sentinel Federal's ARMs is
generally 200 basis points annually and the lifetime interest rate cap is
generally 600 basis points over the initial interest rate of the loan. Sentinel
Federal underwrites ARMs based on the borrower's ability to repay the loan using
the first year adjusted rate to qualify the borrower or second year adjusted
rate to qualify the borrower at fully indexed rates based on various
underwriting criteria. As a result, the potential for delinquencies and defaults
on ARMs is lessened.
Sentinel Federal's fixed rate loan portfolio contains due-on-sale clauses
providing that Sentinel Federal may declare the unpaid amount due and payable
upon the sale of the property securing the loan. Sentinel Federal enforces these
due-on-sale clauses to the extent permitted by law. Thus, the average loan
maturity, which Sentinel
52
<PAGE>
Federal estimates is between eight to ten years, is a function of, among other
factors, the level of purchase and sale activity in the real estate market,
prevailing interest rates and the interest rates payable on outstanding loans.
Sentinel Federal requires title insurance insuring the status of its lien
on all of the real estate secured loans and also requires that fire and extended
coverage casualty insurance (and, if appropriate, flood insurance) be maintained
in an amount at least equal to the lesser of the loan balance or the replacement
cost of the improvements. Where the value of the land, exclusive of the
improvements, exceeds the amount of the loan on the real estate, Sentinel
Federal may make exceptions to its property insurance requirements.
Multi-Family Loans. In addition to originating single-family residential
real estate loans, Sentinel Federal also originates loans secured by multi-
family dwelling units (five or more units). At June 30, 1995, Sentinel Federal's
total multi-family loans were $2.7 million, or 3.4% of Sentinel Federal's total
loan portfolio, secured by multi-family dwelling units located in Sentinel
Federal's primary market area. The loan-to-value and equity standards imposed by
Sentinel Federal are determined on a case-by-case basis. Loans secured by multi-
family residential real estate are generally larger and involve a greater degree
of risk than single-family residential mortgage loans.
Certain types of lending are considered to be more risk adverse than others
and, in determination of an institution's capital ratios, are accorded a lower
risk weight. The effect of applying this lower rate of risk is to reduce the
capital requirements for the amount of the particular loan. For instance, a loan
with a 100% risk weight requires that the institution satisfy the full capital
requirement for such lending; while a loan with a 50% risk weight needs only
one-half the capital of the 100% weighted loan. Since the lower risk weights are
accorded to more secure lending, this weighing encourages safe, non-speculative
lending.
Multi-family housing loans are normally assigned a 100% risk weight by
federal regulations. However, OTS regulations accord a 50% risk weight to
"qualifying multi-family mortgage loans," i.e., loans with an existing property
having five to 36 dwelling units with an initial loan-to-value ratio of not more
than 80% where an average annual occupancy rate of 80% or more has existed for
at least one year. See "Regulation of Sentinel Federal--Capital Requirements."
Multi-family lending is generally considered to involve a higher degree of
risk than permanent residential one- to four-family lending. Such lending
typically involves large loan balances concentrated in a single borrower or
groups of related borrowers. In addition, the payment experience on loans
secured by income-producing properties is typically dependent on the successful
operation of the related real estate project and thus may be subject to a
greater extent to adverse conditions in the real estate market or in the economy
generally. Sentinel Federal generally attempts to mitigate the risks associated
with multi-family lending by, among other things, lending on collateral located
in its market area and generally to individuals who reside in its market.
Construction Loans. Sentinel Federal originates residential construction
mortgage loans to residential owner-occupants (custom construction loans) and to
local contractors building residential properties for resale (speculative
construction loans). At June 30, 1995, Sentinel Federal had construction loans
of $1.2 million outstanding.
Construction lending is generally considered to involve a higher degree of
credit risk than long-term financing of residential properties. An institution's
risk of loss on a construction loan is dependent largely upon the accuracy of
the initial estimate of the property's value at completion of construction or
the borrower's ability to absorb additional expenses in the event that costs to
complete construction are in excess of the initial cost estimate. If the
estimate of construction cost and the marketability of the property upon
completion of the project prove to be inaccurate, the institution may be
compelled to advance additional funds to complete the structure. If estimated
costs or value proves to be inaccurate, the institution may be confronted with a
property as collateral which is insufficient to assure full repayment.
Commercial Real Estate Loans. Sentinel Federal had $2.2 million in
commercial real estate loans at June 30, 1995. Sentinel Federal's commercial
loan activity is limited in scope and activity at this time.
53
<PAGE>
Loan Maturity and Repricing. The following table sets forth certain
information at June 30, 1995 regarding the dollar amount of loans maturing or
repricing in Sentinel Federal's portfolio based on their contractual terms to
maturity, but does not include scheduled payments or potential prepayments.
Demand loans, loans having no stated schedule of repayments and no stated
maturity, and overdrafts are reported as due in one year or less. Mortgage loans
which have adjustable rates are shown as maturing at their next repricing date.
Loan balances do not include undisbursed loan proceeds, unearned discounts,
unearned income and allowance for loan losses.
<TABLE>
<CAPTION>
Within One After One Year After 3 Years After 5 Years
Year Through 3 Years Through 5 Years Through 10 Years Beyond 10 Years Total
----- --------------- --------------- --------------- --------------- -----
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Real estate mortgage.... $27,411 $14,787 $4,623 $5,109 $25,250 $77,180
Commercial real estate.. 536 129 -- 1,368 162 2,195
Construction............ 1,000 235 -- -- -- 1,235
Mobile home............. -- -- -- -- -- --
Automobile.............. 7 29 11 -- -- 47
Savings account loans... 265 49 25 16 -- 355
Other................... 4 47 295 473 44 863
------- ------- ------ ------ ------- -------
Total loans........ $29,223 $15,276 $4,954 $6,966 $25,456 $81,875
======= ======= ====== ====== ======= =======
</TABLE>
The following table sets forth the dollar amount of all loans due one year
after June 30, 1994, which have fixed interest rates and have floating or
adjustable interest rates.
<TABLE>
<CAPTION>
Fixed- Floating- or
Rates Adjustable-Rates
------ ----------------
(In thousands)
<S> <C> <C>
Real estate mortgage.... $ 7 $27,404
Commercial real estate.. -- 536
Construction............ 107 893
Mobile home............. -- --
Automobile.............. 7 --
Savings account loans... 265 --
Other................... 4 --
---- -------
Total $390 $28,833
==== =======
</TABLE>
54
<PAGE>
Loan Solicitation and Processing. Sentinel Federal's primary sources of
loans include referrals, brokers, contractors, repeat business from existing and
former borrowers.
Once an application for a mortgage loan is received by Sentinel Federal, a
credit and property analysis is completed, including obtaining a credit report
from reporting agencies, verification of income and deposits, and assets and
liabilities. An appraisal of the property offered as collateral is undertaken
by a fee appraiser approved by Sentinel Federal and licensed or certified by the
State of Missouri.
The completed loan file is then submitted for underwriting. Once
underwritten, the loan is submitted to the appropriate committee for review and
approval. Single-family residential loans up to $250,000 may be approved by the
Loan Committee. Approval of the Board of Directors of Sentinel Federal is
required for Sentinel Federal to make a loan in excess of $250,000.
Loan Originations, Sales and Purchases. Sentinel Federal originates fixed-
and adjustable-rate residential mortgage loans that meet or exceed the
applicable underwriting requirements of Sentinel Federal or FNMA and FHLMC. In
addition, as a portfolio lender, Sentinel Federal also originates fixed and
adjustable-rate loans that are underwritten to Sentinel Federal's standards, but
may not immediately qualify for sale in the secondary market.
The following table shows total loans originated, purchased, sold and
repaid during the periods indicated.
<TABLE>
<CAPTION>
Year Ended June 30,
-----------------------------
1993 1994 1995
-------- -------- -------
(In thousands)
<S> <C> <C> <C>
Total loans at beginning of period.. $ 96,075 $ 80,563 $72,850
Loans originated:
Single-family residential.......... 13,291 18,364 19,121
Multi-family residential and
commercial real estate............ -- -- 1,491
Other loans........................ 3 129 578
-------- -------- -------
Total loans originated........... 13,294 18,493 21,190
Loans sold.......................... (5,772) (6,518) (3,636)
Loan principal repayments........... (23,034) (19,688) (8,529)
-------- -------- -------
Net loan activity................... (15,512) (7,713) 9,025
-------- -------- -------
Total gross loans
at end of period................... $ 80,563 $ 72,850 $81,875
======== ======== =======
</TABLE>
55
<PAGE>
Loan Commitments. Sentinel Federal issues commitments for fixed- and
adjustable-rate single-family residential mortgage loans conditioned upon the
occurrence of certain events. Such commitments are made on specified terms and
conditions and are honored for up to 180 days from approval. Sentinel Federal
had outstanding net loan commitments of approximately $1.7 million at June 30,
1995.
Loan Origination and Other Fees. Sentinel Federal, in most instances,
receives loan origination fees which are a percentage of the principal amount of
the mortgage loan charged to the borrower for funding the loan. The amount of
points charged by Sentinel Federal varies, though the range generally is between
one and two and one half points. Current accounting standards require fees
received (net of certain loan origination costs) for originating loans to be
deferred and amortized into interest income over the contractual life of the
loan. Net deferred fees associated with loans that are sold are recognized as
an adjustment to gain or loss at the time of sale. On loans not sold, Sentinel
Federal had $147,685 of net deferred loan fees at June 30, 1995.
Delinquencies. A report containing delinquencies of all loans is reviewed
monthly by the Board of Directors of Sentinel Federal. Procedures taken with
respect to delinquent loans differ depending on the particular circumstances of
the loan. Sentinel Federal's procedures provide that when a loan becomes
delinquent, the borrower is contacted, usually by phone, within 15 to 30 days.
When the loan is over 30 days delinquent, the borrower is contacted in writing.
Typically, Sentinel Federal will initiate foreclosure action against the
borrower when principal and interest become 90 days or more delinquent. In any
event, interest income is reduced by the full amount of accrued and uncollected
interest on most loans once they become 90 days delinquent, go into foreclosure
or are otherwise determined to be uncollectible. An allowance for loss is
established when, in the opinion of management, the net fair value of the
property collateralizing the loan is less than the outstanding principal and the
collectibility of the loan's principal becomes uncertain. In some instances, the
collateral underlying residential and commercial real estate loans in Sentinel
Federal's portfolio has been insufficient to cover the book value and cost of
selling the property. As of June 30, 1995, Sentinel Federal had $14,000 of loans
accounted for on a nonaccrual basis (i.e., loans upon which management believes
the future collectability of interest is uncertain).
If interest on nonaccrual loans at the end of the period had been accrued,
interest income of approximately $4,000, $4,000 and $300 would have been
recorded for the fiscal years ended June 30, 1993, 1994 and 1995, respectively.
The majority of Sentinel Federal's loans accounted for on a nonaccrual
basis over the past three fiscal years ended June 30, 1994 were the result of
delinquent payments from one borrower. Total outstanding debt attributed to
this borrower totalled $569,465, $133,767 and $0, respectively, for the years
ended June 30, 1992, 1993 and 1994.
On June 30, 1993, $363,184 of the remaining debt was assumed by a third
party. As a result of this assumption, all loans related to the assumption were
current during fiscal year ending June 30, 1995.
56
<PAGE>
The following table sets forth information with respect to Sentinel
Federal's nonperforming assets at the dates indicated. At the dates shown,
Sentinel Federal had no restructured loans within the meaning of Statement of
Financial Accounting Standards No. 15 titled "Accounting by Debtors and
Creditors of Troubled Debt Restructurings."
<TABLE>
<CAPTION>
At June 30,
------------------------------------------
1991 1992 1993 1994 1995
------ ------ ------ ------ ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Loans accounted for on
a nonaccrual basis:
Real estate -
Residential.................. $ 500 $ 657 $ 508 $ 243 $ 14
------ ------ ------ ------ ------
Total..................... 500 657 508 243 14
Accruing loans which
are contractually past
due 90 days or more:
Real estate -
Residential.................. 520 82 -- 28 121
------ ------ ------ ------ ------
Total.................... 520 82 -- 28 121
------ ------ ------ ------ ------
Total of nonaccrual and 90
days past due loans......... 1,020 739 508 271 135
Real estate owned (net)......... 1,108 741 104 -- --
------ ------ ------ ------ ------
Total nonperforming
assets............... $2,128 $1,480 $ 612 $ 271 $ 135
====== ====== ====== ====== ======
Total loans delinquent 90 days
or more to net loans.......... 0.99% 0.77% 0.64% 0.14% 0.15%
Total loans delinquent 90 days
or more to total assets....... 0.65 0.46 0.32 0.06 0.07
Total nonperforming assets
to total assets............... 1.36 0.92 0.39 0.18 0.08
</TABLE>
57
<PAGE>
Asset Classifications. The OTS has adopted regulations that require each
insured savings association to review and classify its assets on a regular
basis. In addition, in connection with examinations of insured institutions,
OTS examiners have authority to identify problem assets and, if appropriate,
require them to be classified. There are three classifications for problem
assets: substandard, doubtful and loss. Substandard assets must have one or
more defined weaknesses and are characterized by the distinct possibility that
the insured institution will sustain some loss if the deficiencies are not
corrected. Doubtful assets have the weaknesses of substandard assets with the
additional characteristic that the weaknesses make collection or liquidation in
full on the basis of currently existing facts, conditions and values
questionable, and there is a high possibility of loss. An asset classified as
loss is considered uncollectible and of such little value that its continuance
as an asset of the institution is not warranted. Assets classified as
substandard or doubtful require the institution to establish general allowances
for these asset losses. If an asset or portion thereof is classified as loss,
the insured institution must either establish specific allowances for the
portion of the asset classified as loss in the amount of 100% of the portion of
the asset classified loss or charge off such amount. A portion of general loss
allowances established to cover possible losses related to assets classified as
substandard or doubtful may be included in determining an institution's
regulatory capital, while specific valuation allowances for loan losses
generally do not qualify as regulatory capital.
At June 30, 1994 and 1995 the aggregate amounts of Sentinel Federal's
classified assets, and of Sentinel Federal's general and specific loss
allowances and charge-offs for the period then ended, were as follows:
<TABLE>
<CAPTION>
At June 30,
--------------
1994 1995
----- ----
(In thousands)
<S> <C> <C>
Doubtful.................. $ -- $ --
Substandard assets........ 276 --
Special mention........... 355 58
General loss allowances... 318 318
Specific loss allowances.. -- --
Charge-offs............... 2 --
</TABLE>
Real Estate Owned. Real estate acquired by Sentinel Federal as a result of
foreclosure or by deed in lieu of foreclosure is classified as real estate owned
until it is sold. When property is acquired it is recorded at the lower of the
cost or fair value. At June 30, 1995, Sentinel Federal had no properties
classified as real estate owned.
Allowance for Loan Losses. It is management's policy to maintain adequate
allowances for estimated losses on known and inherent risks in the loan
portfolio. Generally, the allowances are based on, among other things, the size
and composition of the loan portfolio, historical loan loss experience,
evaluation of economic conditions in general and in various sectors of Sentinel
Federal's customer base, detailed analysis of individual loans for which
collectibility may not be assured and determination of the existence and
realizable value of the collateral and guarantees securing the loan.
Sentinel Federal's management evaluates the need to establish an allowance
for loan losses based on a review of all loans for which full collectibility may
not be reasonably assured and considers, among other matters, the estimated
market value of the underlying collateral of problem loans, prior loss
experience, economic conditions and overall portfolio quality. These provisions
for losses are charged against income in the year they are established.
Sentinel Federal believes it has established its existing allowance for
loan losses in accordance with generally accepted accounting principles ("GAAP")
as of June 30, 1995. However, there can be no assurance that the loan portfolio
will not require Sentinel Federal to increase its allowance for loan losses in
the future, thereby adversely affecting its financial condition and earnings.
Sentinel Federal recorded provisions for losses on loans for the years
ended June 30, 1993, 1994 and 1995 of $154,000, $42,000 and $0, respectively.
At June 30, 1995, Sentinel Federal had an allowance for loan losses of $318,000.
58
<PAGE>
New Accounting Standards. In October 1994, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standard
("SFAS") No. 118, Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosures which will become effective for Sentinel beginning
July 1, 1995. This Statement amends SFAS No. 114, Accounting by Creditors for
Impairment of a Loan, which requires a lender to consider a loan to be impaired
if the lender believes it is probable that it will be unable to collect all
principal and interest due according to the contractual terms of the loan. If a
loan is impaired, the lender will be required to record a loss valuation
allowance equal to the present value of the estimated future cash flows
discounted at the loan's effective rate or based on the loan's observable market
price or the fair value of the collateral if the loan is collateral dependent.
This accounting change may significantly change the accounting by lenders
presently allowed under SFAS No. 15. Based upon the present status of Sentinel
Federal's loan portfolio, management believes that the implementation of this
Statement will have minimal effect on Sentinel.
In October 1994, the FASB issued SFAS No. 119, Disclosure About Derivative
Instruments and Fair Value of Financial Instruments. This Statement requires
disclosures about derivative financial instrument such as futures, forward,
swap, and option contracts, and other financial instruments with similar
characteristics. SFAS No. 119 requires disclosures about the amounts, nature
and terms of derivative financial instruments regardless of whether they result
in off-balance sheet risk of accounting loss. Adoption of this standard in
fiscal 1995 had no effect on Sentinel.
In May 1995, the FASB issued SFAS No. 122, Accounting of Mortgage Servicing
Rights, which will become effective for Sentinel beginning July 1, 1996. This
Statement amends SFAS No. 65. Accounting for Certain Mortgage Banking
Activities, to require that a mortgage banking enterprise recognize as separate
assets rights to service mortgage loans for others, however those servicing
rights are acquired. This Statement requires that a company assess its
capitalized mortgage servicing rights for impairment based on the fair value of
those rights. Based upon the present status of Sentinel Federal's servicing
portfolio, management believes that the implementation of this Statement will
have a minimal effect on Sentinel.
59
<PAGE>
Allowance for Loan Losses
The following table sets forth the breakdown of the allowance for loan
losses by loan category at the dates indicated.
<TABLE>
<CAPTION>
At June 30,
----------------------------------------------------------------------------------------------
1991 1992 1993 1994 1995
------------------ ---------------- ----------------- ----------------- ----------------
As a % As a % As a % As a % As a %
of Out- of Out- of Out- of Out- of Out-
standing standing standing standing standing
Loans in Loans in Loans in Loans in Loans in
Amount Category Amount Category Amount Category Amount Category Amount Category
------ -------- ------ -------- ------ -------- ------ --------- ------ --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real estate -- mortgage:
Residential.............. $103 0.50% $ 107 0.50% $ 78 0.50% $ 51 0.50% $ 38 0.50%
Commercial............... 15 0.50 14 0.50 23 0.50 17 0.50 49 1.00
Construction............. 4 0.50 7 0.50 -- 0.50 1 0.50 12 1.00
Consumer................... 33 0.50 2 0.50 1 0.50 2 0.50 5 0.50
Unallocated................ 35 0.03 60 0.06 204 0.25 247 0.34 214 0.26
---- ---- ----- ---- ---- ---- ---- ---- ---- ----
Total allowance for loan
losses.................. $190 0.18% $ 190 0.15% $306 0.35% $318 0.44% $318 0.39%
==== ==== ===== ==== ==== ==== ==== ==== ==== ====
</TABLE>
60
<PAGE>
The following table sets forth an analysis of Sentinel Federal's gross
allowance for possible loan losses for the periods indicated. Where specific
loan loss reserves have been established, any difference between the loss
reserve and the amount of loss realized has been charged or credited to current
income.
<TABLE>
<CAPTION>
Year Ended June 30,
----------------------------------------
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Allowance at beginning of
period.................... $105 $155 $147 $278 $318
---- ---- ---- ---- ----
Provision for loan losses.. 130 27 154 42 --
---- ---- ---- ---- ----
Recoveries:
Residential real estate... -- -- -- -- --
Commercial real estate.... -- -- -- -- --
Consumer.................. -- -- -- -- --
---- ---- ---- ---- ----
Total recoveries........ -- -- -- -- --
---- ---- ---- ---- ----
Charge-offs:
Residential real estate... 49 27 23 2 --
Commercial real estate.... -- -- -- -- --
Construction.............. -- -- -- -- --
Consumer.................. 31 8 -- -- --
---- ---- ---- ---- ----
Total charge-offs....... 80 35 23 2 --
---- ---- ---- ---- ----
Net charge-offs......... 80 35 23 2 --
---- ---- ---- ---- ----
Balance at end of
period................ $155 $147 $278 $318 $318
==== ==== ==== ==== ====
Ratio of allowance to total
loans outstanding at the
end of the period......... 0.10% 0.15% 0.15% 0.44% 0.39%
Ratio of net charge-offs to
average loans outstanding
during the period......... -- 0.08 0.04 0.003 --
</TABLE>
61
<PAGE>
Mortgage-Related Securities
To supplement lending activities in periods of deposit growth, declining
loan demand or significant prepayments, Sentinel Federal has invested in
residential mortgage-related securities. Although such securities are held for
investment, they can serve as collateral for borrowings and, through repayments,
as a source of liquidity. For information regarding the carrying and market
values of Sentinel Federal's mortgage-related securities portfolio, see Note 4
to the Notes to Consolidated Financial Statements of Sentinel for the years
ended June 30, 1993, 1994 and 1995 contained in this Proxy Statement/Prospectus.
Sentinel Federal generally invests in mortgaged-backed securities guaranteed by
FHLMC and the FNMA.
As of June 30, 1995, Sentinel Federal's portfolio included $68.9 million of
mortgage-related securities purchased as investments to supplement Sentinel
Federal's mortgage lending activities. All mortgage-related securities are
comprised of adjustable-rates. As of June 30, 1995, Sentinel Federal owned no
collateralized mortgage obligations.
The following table sets forth scheduled contractual amortization of loans
and mortgage-related securities at June 30, 1995 and the dollar amount of such
securities and loans at the date which are scheduled to mature after one year
which have fixed or adjustable interest rates. Demand loans, loans having no
stated schedule of repayments and no stated maturity and overdraft loans are
reported as due in one year or less. Mortgage-related securities listed below
are entirely adjustable-rate in nature. Because of this contractual provision,
the weighted average yield of each category reprices at least annually. Amounts
listed as amounts due within one year, after one year through three years, and
after three years through five years consist of contractual amortization only,
since all mortgage-related securities contractually mature after five years. As
of June 30, 1995, the weighted average yield on mortgage-related securities
listed below was 6.42%.
<TABLE>
<CAPTION>
At June 30, 1995
--------------------------------------------------
Commercial Mortgage-
Mortgage Consumer Business Total Related
Loans Loans Loans Loans Securities
-------- -------- -------- -------- ----------
(In thousands)
<S> <C> <C> <C> <C> <C>
Amounts due:
Within one year....... $ 2,370 $ 211 $ 356 $ 2,937 $ 1,050
After one year
through three years.. 5,331 481 811 6,623 2,334
After three years
through five years... 6,229 573 963 7,765 2,685
After five years...... 63,250 -- 1,300 64,550 62,872
------- ------ ------ -------- -------
Total............. $77,180 $1,265 $3,430 $ 81,875 $68,941
======= ====== ====== ======== =======
Interest rate terms
on amounts due after
one year:
Fixed............... $30,729 $1,052 $2,307 $ 34,088 $ 1,567
Adjustable.......... 44,081 -- 768 444,849 66,324
------- ------ ------ -------- -------
$ -- $ -- $ -- $ -- $ --
======= ====== ====== -------- =======
</TABLE>
Investment Activities
Federally chartered savings institutions have authority to invest in
various types of liquid assets, including U.S. Treasury obligations, securities
of various federal agencies and of state and municipal governments, deposits at
the FHLB, certificates of deposit of federally insured institutions, certain
bankers' acceptances and federal funds. Subject to various restrictions, such
savings institutions may also invest a portion of their assets in commercial
paper, corporate debt securities and mutual funds, the assets of which conform
to the investments that federally chartered savings institutions are otherwise
authorized to make directly. Savings institutions are also required to maintain
minimum levels of liquid assets which vary from time to time. See "Regulation
of Sentinel Federal --
62
<PAGE>
Federal Home Loan Bank System." Sentinel Federal may decide to increase its
liquidity above the required levels depending upon the availability of funds and
comparative yields on investments in relation to return on loans.
Sentinel Federal is required under federal regulations to maintain a
minimum amount of liquid assets and is also permitted to make certain other
securities investments. See "Regulation of Sentinel Federal" herein. At June
30, 1995, Sentinel Federal's regulatory liquidity was 5.33% which is in excess
of the required 5.0%.
The Board of Directors of Sentinel Federal sets the investment policy of
Sentinel Federal. This policy dictates that investments will be made with the
intent of holding them to maturity and will be made based on the safety of the
principal amount, liquidity requirements of Sentinel Federal and the return on
the investments. Sentinel Federal's policy does not permit investment in non-
investment grade bonds. It permits investment in various types of liquid assets
permissible under OTS regulation, which include U.S. Treasury obligations,
securities of various federal agencies, certain certificates of deposits of
insured banks, repurchase agreements and federal funds.
Sentinel Federal invests in secondary market securities. These products
may include but are not limited to: government bonds and agency securities
insured by a government-sponsored agency. However, since 1989, Sentinel Federal
has focused its investment activity on the purchase of short-term or adjustable-
rate instruments. Management intends to continue to concentrate investments in
adjustable rate products subject to adequate liquidity and investment margins.
As a result of this activity, as of June 30, 1995 over 77.5% of Sentinel
Federal's mortgage-related investments, including portfolio single-family loans,
are adjustable in nature.
Sentinel Federal's investment portfolio is an important component of
Sentinel Federal's overall operations. The portfolio is segregated by the
intended holding period of a particular investment in accordance with Sentinel
Federal's policy, GAAP and applicable federal regulations. As of June 30, 1995,
all of Sentinel Federal's mortgage-related portfolio was classified as held for
investment. These assets were originated or purchased with the intent to hold
to maturity. Sentinel Federal has also invested from time to time in assets to
be held for sale. The securities in the "held for sale portfolio" are generally
adjustable rate in nature or have relatively short maturity horizons. All
assets held for sale are recorded at the lower of cost or current market value
on a quarterly basis. All investment class assets are extensively monitored on a
regular basis with current market valuation reviewed at least quarterly. By
internal policy, Sentinel Federal limits assets held for sale to 15% of total
assets and a stop loss limit of $250,000 applies to all assets in this category.
Investment decisions are approved by the Asset Liability Committee which
meets on a regular basis. The Asset Liability Committee acts within policies
established by the Board of Directors of Sentinel Federal. Securities are
generally purchased to be held until maturity.
63
<PAGE>
The following table sets forth Sentinel Federal's investment securities
portfolio at carrying value at the dates indicated.
<TABLE>
<CAPTION>
At June 30,
---------------------------------------------------------------------
1993 1994 1995
-------------------- --------------------- ----------------------
Book Percent of Book Percent of Book Percent of
Value(1) Portfolio Value(1) Portfolio Value(1) Portfolio
-------- ---------- -------- ---------- -------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
U.S. Government treasury and
obligations of U.S.
Government agencies......... $ -- --% $2,494 99.88% $2,498 100.00%
Other......................... 399 100.00 3 0.12 -- --
----- ------ ------ ------ ------ ------
Total......................... $ 399 100.00% $2,497 100.00% $2,498 100.00%
===== ====== ====== ====== ====== ======
</TABLE>
________________________________
(1) The market value of Sentinel Federal's investment securities portfolio
amounted to $399,000, $2.5 million and $2.5 million at June 30, 1993, 1994
and 1995, respectively.
Deposit Activities and Other Sources of Funds
General. Sentinel Federal's primary sources of funds are deposits, FHLB
advances, proceeds from principal and interest payments on loans and mortgage-
related securities and proceeds from loan sales. Deposits and loan repayments
are the major source of Sentinel Federal's funds for lending and other
investment purposes. Loan repayments are a relatively stable source of funds,
while deposit inflows and outflows and loan prepayments are significantly
influenced by general level of interest rates and money market conditions.
Borrowings may be used on a short-term basis to compensate for reductions in the
availability of funds from other sources, or on a longer term basis for interest
rate risk management.
Deposit Accounts. Sentinel Federal's goal for savings activity is to retain
its current deposit base while attempting to reduce the overall cost of the
current deposit base. Any deposit growth is limited to not more than interest
credited or the total balance sheet projection in Sentinel Federal's original
Capital Plan and the amount of interest credited as required under the
Supervisory Agreement. Sentinel Federal offers a variety of deposit accounts
having a range of interest rates and terms. Sentinel Federal's deposits consist
of passbook, money market, and certificate accounts. The flow of deposits is
influenced significantly by general economic conditions, changes in the money
market and prevailing interest rates, and competition. The interest rates
Sentinel Federal pays on its deposits is determined at least weekly and is based
on market conditions. Sentinel Federal relies primarily on customer service and
long-standing relationships with customers to attract and retain these deposits.
Individual certificate accounts in excess of $100,000 are not actively solicited
by Sentinel Federal or by any agent or broker acting on behalf of Sentinel
Federal nor does Sentinel Federal pay substantially higher interest rates on
such accounts.
In the unlikely event Sentinel Federal is liquidated, depositors will be
entitled to full payment of their deposit accounts prior to any payment being
made to the shareholders. The majority of Sentinel Federal's depositors are
residents of the State of Missouri.
64
<PAGE>
The following table sets forth information concerning Sentinel Federal's
time deposits and other interest-bearing deposits at June 30, 1995.
<TABLE>
<CAPTION>
Percentage
Interest Minimum of Total
Rate Term Category Amount Balance Deposits
- -------- ---- -------- ------- ------- ----------
(In thousands)
<S> <C> <C> <C> <C> <C>
2.50% None NOW Accounts $100 $ 3,236 2.56%
4.95 None Money Market and
Super NOW Accounts 1,000 18,564 14.68
2.72 None Statement, Christmas Club, 50, 20, 50 10,247 8.10
Passbook
Certificates of Deposit
-----------------------
2.72 90 Days 90-day passbook 500 148 .12
5.41 4 - 6 Months Fixed term, fixed rate 500 11,138 8.81
5.56 7 - 12 Months Fixed term, fixed rate 500 17,884 14.14
5.84 13 - 24 Months Fixed term, fixed rate 500 10,258 8.11
6.13 25 - 48 Months Fixed term, fixed rate 500 21,398 16.92
6.31 49 - 120 Months Fixed term, fixed rate 500 33,567 26.55
-------- ------
$126,440 100.00%
======== ======
</TABLE>
As of June 30, 1995, Sentinel Federal did not have any "jumbo" certificates
of deposit (i.e., certificate of deposits with minimum balances of $100,000 and
negotiable interest rates).
65
<PAGE>
Deposit Flow. The following table sets forth the balances of savings
deposits in the various types of savings accounts offered by Sentinel Federal at
the dates indicated.
<TABLE>
<CAPTION>
At June 30,
------------------------------------------------------------------------------------
1993 1994 1995
------------------ ------------------------------- --------------------------------
Percent Percent Percent
of of Increase of Increase
Amount Total Amount Total (Decrease) Amount Total (Decrease)
-------- ------- -------- ------- ---------- -------- ------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Non-interest-bearing................. $ -- --% $ -- --% $ -- $ -- --% $ --
NOW checking......................... 2,897 2.09 3,178 2.42 281 3,236 2.56 58
Regular savings accounts............. 12,114 8.74 11,751 8.66 (363) 10,395 8.22 (1,356)
Money market deposit................. 20,501 14.79 20,385 15.50 (116) 18,564 14.68 (1,821)
Fixed-rate certificates which
mature in the year ending:
Within 1 year...................... 54,993 39.69 47,548 36.43 (7,445) 43,807 34.65 (3,741)
After 1 year, but within 2 years... 13,502 9.74 18,691 14.21 5,189 23,759 18.79 5,068
After 2 years, but within 5 years.. 28,399 20.49 29,480 22.42 1,081 22,760 18.00 (6,720)
Certificates maturing thereafter... 6,179 4.46 471 0.36 (5,708) 3,919 3.10 3,448
-------- ------ -------- ------ -------- -------- ------ -------
Total............................. $138,585 100.00% $131,504 100.00% $(7,081) $126,440 100.00% $(5,064)
======== ====== ======== ====== ========= ======== ====== ========
</TABLE>
66
<PAGE>
The following table sets forth the savings activities of Sentinel Federal
for the periods indicated.
<TABLE>
<CAPTION>
Year Ended June 30,
------------------------------
1993 1994 1995
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Beginning balance..................... $144,685 $138,585 $131,504
-------- -------- --------
Net increase (decrease) before
interest credited.................... (11,707) (13,219) (10,189)
Interest credited..................... 5,607 6,138 5,125
-------- -------- --------
Net increase (decrease)
in savings deposits.................. (6,100) (7,081) (5,064)
-------- -------- --------
Ending balance........................ $138,585 $131,504 $126,440
======== ======== ========
</TABLE>
Time Deposits by Rates. The following table sets forth the time deposits in
Sentinel Federal classified by rates as of the dates indicated.
<TABLE>
<CAPTION>
At June 30,
------------------------------
1993 1994 1995
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Below 5.00%.......................... $ 49,674 $56,679 $22,064
5.01 - 6.00%.......................... 9,233 10,585 25,583
6.01 - 7.00%.......................... 16,516 12,032 32,519
7.01 - 11.00%......................... 27,601 16,848 14,078
11.01 - 13.00%........................ 49 46 --
-------- ------- -------
Total............................... $103,073 $96,190 $94,244
======== ======= =======
</TABLE>
The following table sets forth the amount and maturities of time deposits
at June 30, 1995.
<TABLE>
<CAPTION>
Amount Due
-------------------------------------------------------
Percent
of Total
Less Than 1-2 2-3 3-4 After Certificate
One Year Years Years Years 4 Years Total Accounts
--------- ------- ------- ------ ------- ------- -----------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Below 5.00%........................... $15,642 $ 5,847 $ 352 $ 223 $ -- $22,064 23%
5.01 - 6.00%.......................... 16,535 1,755 5,049 1,190 1,054 25,583 27
6.01 - 7.00%.......................... 7,453 13,707 6,010 530 4,819 32,519 35
7.01 - 11.00%......................... 4,177 2,450 3,616 2,444 1,391 14,079 15
------- ------- ------- ------ ------ ------- ---
Total............................... $43,807 $23,759 $15,027 $4,387 $7,264 $94,245 100%
======= ======= ======= ====== ====== ======= ===
</TABLE>
67
<PAGE>
Borrowings. Savings deposits are the primary source of funds for Sentinel
Federal's lending and investment activities and for its general business
purposes. Sentinel Federal has in the past, however, relied upon advances from
the FHLB-Des Moines to supplement its supply of lendable funds and to meet
deposit withdrawal requirements. The FHLB-Des Moines has served as one of
Sentinel Federal's primary borrowing sources. Advances from the FHLB-Des Moines
are typically secured by Sentinel Federal's mortgage-backed securities which is
held by Sentinel Federal. At June 30, 1995, Sentinel Federal had $21.9 million
in advances from the FHLB-Des Moines.
The FHLB functions as a central reserve bank providing credit for savings
and loan associations and certain other member financial institutions. As a
member, Sentinel Federal is required to own capital stock in the FHLB and is
authorized to apply for advances on the security of such stock and certain of
its mortgage loans and other assets (principally securities which are
obligations of, or guaranteed by, the United States) provided certain standards
related to creditworthiness have been met. Advances are made pursuant to several
different programs. Each credit program has its own interest rate and range of
maturities. Depending on the program, limitations on the amount of advances are
based either on a fixed percentage of an institution's net worth or on the
FHLB's assessment of the institution's creditworthiness. The FHLB-Des Moines
determines specific lines of credit for each member institution.
The following table sets forth certain information regarding borrowed funds
for the dates indicated:
<TABLE>
<CAPTION>
At or For the Year
Ended June 30,
---------------------------
1993 1994 1995
------- ------- -------
(Dollars in thousands)
<S> <C> <C> <C>
FHLB-Des Moines advances:
Average balance outstanding............ $ 8,833 $ 9,471 $16,150
Maximum amount outstanding at any
month end during the period........... 10,000 11,000 21,850
Balance outstanding at end of period... 10,000 10,450 21,850
Weighted average interest rate during
the period............................ 7.82% 6.77% 6.05%
Weighted average interest rate at the
end of period......................... 7.06 5.42 6.26
</TABLE>
The following table sets forth the repayment schedule interest rates and
amounts of FHLB-Des Moines advances and line of credit obtained as of June 30,
1995:
<TABLE>
<CAPTION>
Weighted
Fiscal Average
Year Due Interest Rate Amount
- -------- ------------- -------
(In thousands)
<S> <C> <C>
1996............ 6.33% $14,850
1997............ 6.52 2,500
1998............ 5.80 2,000
2000............ 5.95 2,500
---- -------
Total.......... 6.26% $21,850
==== =======
</TABLE>
Subsidiaries
Sentinel Insurance Agency, Inc. ("Sentinel Insurance") is the wholly-owned
subsidiary of Sentinel Federal. As of June 30, 1995, Sentinel Federal's equity
investment in the subsidiary was approximately $5,000. Currently, the only
activity of Sentinel Insurance is the sale of tax deferred annuities. Sentinel
Insurance sold its remaining book of property and casualty insurance during
fiscal 1993, which represented an insignificant portion of its
68
<PAGE>
insurance operations. For the years ended June 30, 1993, 1994 and 1995 sales of
annuities resulted in additional income from insurance commissions of $278,000,
$163,000 and $101,000.
Claywood Financial Services, Sentinel Federal's other wholly-owned
subsidiary, is inactive.
Personnel
As of June 30, 1995, Sentinel Federal had 39 full-time employees and three
part-time employees. Sentinel Federal believes that employees play a vital role
in the success of a service company and that Sentinel Federal's relationship
with its employees is good. The employees are not represented by a collective
bargaining unit.
PROPERTIES OF SENTINEL FINANCIAL CORPORATION
The following table sets forth Sentinel Federal's offices, as well as
certain additional information relating to these offices as of June 30, 1995.
For more information, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations of Sentinel Financial Corporation--Provision
for Loss on Real Estate Investment" and Note 8 of the Notes to Consolidated
Financial Statements of Sentinel for the years ended June 30, 1993, 1994 and
1995 contained in this Proxy Statement/Prospectus.
<TABLE>
<CAPTION>
Total Investment
Including
Full Service Land, Building Owned/
Offices and Fixtures Net Book Value Leased Deposits
- ------------ ---------------- -------------- ------ --------
(In thousands)
<S> <C> <C> <C> <C>
1001 Walnut Street $1,839 $769 Owned $30,416
Kansas City, Missouri 64106
1804 Swift Street $ 339 $ 21 Leased $96,024
N. Kansas City, Missouri 64116
</TABLE>
LEGAL PROCEEDINGS INVOLVING SENTINEL FINANCIAL CORPORATION AND
SENTINEL FEDERAL SAVINGS AND LOAN ASSOCIATION OF KANSAS CITY
Periodically, there have been various claims and lawsuits involving
Sentinel or Sentinel Federal as a defendant, such as claims to enforce liens,
condemnation proceedings on properties in which Sentinel or Sentinel Federal
holds security interests, claims involving the making and servicing of real
property loans and other issues incident to Sentinel Federal's business. On
September 11, 1995, a former employee of Sentinel Federal alleging that she was
sexually harassed and wrongfully discharged filed an action against Sentinel
Federal in the United States District Court for the Western District of
Missouri, Western Division, alleging violations of her rights under Missouri and
Federal law, seeking compensatory and punitive damages. The management of
Sentinel believes that the suit is without merit. In the opinion of management
of Sentinel and Sentinel and Sentinel Federal's legal counsel, no significant
loss is expected from any of such pending claims or lawsuits, except possibly
the lawsuit filed by the former employee described above.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF SENTINEL FINANCIAL CORPORATION
General
Introduction. Management's discussion and analysis of financial condition
and results of operations is intended to assist in understanding the financial
condition and results of operations of Sentinel. The information contained in
this section should be read in conjunction with the Consolidated Financial
Statements of Sentinel for the years ended June 30, 1993, 1994 and 1995 and the
financial statements for the period ended March 31, 1996 and the accompanying
notes for such periods.
69
<PAGE>
Merger-Related Expenses. During the March 1996 quarter, Sentinel incurred
expenses relating to the evaluation and negotiation of the Merger Agreement.
These expenses included, among other things, legal fees of approximately
$63,000. Sentinel consulted with special counsel with respect to its legal
duties, the terms of the Merger Agreement and related issues.
Sentinel retained Trident to act as its financial advisor and to render a
fairness opinion in connection with the Merger. Fees totaling $35,000 were
incurred for Trident's services.
Provision for Loss on Real Estate Investment. On October 1, 1995, Sentinel
submitted an application to the OTS to relocate Sentinel Federal's North Kansas
City office to another location in North Kansas City, close Sentinel Federal's
Kansas City office, and merge Sentinel Federal's home office functions into its
new North Kansas City office. On January 11, 1996, Sentinel Federal received
notification that the OTS does not take supervisory objection to the
application. As a result of final OTS approval and the pending closing of
Sentinel Federal's Kansas City office, Sentinel established a $242,000 loss
provision to reflect the difference between the current market value of the
Kansas City office and its recorded book value.
Income Tax Benefit. During the March 1996 Quarter, Sentinel reversed
previously established tax accruals relating to the treatment of net operating
loss carry forwards ("NOLs"). Sentinel's 1991 and 1992 tax returns were filed
with appropriate notice of the use of these NOLs. As of March 15, 1996, the
applicable three year statute of limitations expired. As a result of the
reversal of previously established tax accruals, Sentinel recorded an after tax
benefit of $601,245. Sentinel also recorded a $137,323 increase in interest
income to reflect the reversal of previously recorded interest expense related
to the NOL treatment.
Provision for Loss from Litigation. On September 11, 1995, a former
employee of Sentinel Federal filed a sexual harassment suit against Sentinel
Federal. Based on discussions with counsel, a provision of $150,000 was
established to provide for anticipated defense costs. While Sentinel believes
that the suit is without merit, the magnitude of the claim could be substantial
and the outcome of the litigation cannot be determined at this time. For more
information, see "Legal Proceedings Involving Sentinel Financial Corporation and
Sentinel Federal Savings and Loan Association of Kansas City."
Financial Condition
Total assets increased $7.3 million from $154.6 million at June 30, 1994 to
$161.9 million at June 30, 1995. Sentinel's asset size primarily reflects
management's efforts to fund mortgage loan production and comply with the growth
restrictions in Sentinel Federal's Supervisory Agreement with the OTS.
Sentinel's loans receivable increased $8.7 million from $72.3 million at June
30, 1994 to $81.0 million at June 30, 1995. During this period, mortgage-related
securities decreased $4.2 million.
As of June 30, 1994, total deposits were $131.5 million compared to $126.4
million as of June 30, 1995. This reduction was primarily the result of
management's efforts to reduce the overall cost of deposits, the OTS operating
restrictions noted above and capital accumulations over the period noted. During
fiscal year 1995, total account withdrawals exceeded deposits by $10.2 million.
Approximately $5.1 million of interest was credited to accounts resulting in a
net decrease of $5.1 million in total deposits. Advance balances from the FHLB -
Des Moines increased from $10.5 million at June 30, 1994 to $21.9 million at
June 30, 1995.
70
<PAGE>
Operating Strategy
The primary goal of the management of Sentinel is to enhance operations
through increased profitability, while minimizing risk factors. Sentinel's
results of operations are dependent primarily on net interest income, which is
the difference between the income earned on its interest-earning assets, such as
loans and investments, and the cost of its interest-bearing liabilities,
consisting of deposits and borrowings. Sentinel's net income is also affected
by, among other things, fee income, insurance commissions, provisions for loan
losses and operating expenses. Sentinel's results of operations are also
significantly impacted by general economic and competitive conditions,
particularly changes in market interest rates, government policies and local
housing activity.
In guiding the operations of Sentinel, its management has implemented
various strategies designed to continue its profitability while maintaining the
safety and soundness of Sentinel Federal. These strategies include: (i)
emphasizing increased production of one- to four-family loans; (ii) controlling
operating expenses; and (iii) improving customer service. Historically, Sentinel
has been predominately a one- to four-family lender. As such, it has developed
expertise in mortgage loan underwriting and origination. Sentinel has
established methods to expand its loan origination through contacts with
realtors, and past and present customers. Sentinel also uses advertising and
community involvement to gain exposure within the communities it operates.
Sentinel emphasizes the origination of adjustable rate mortgage ("ARM") and
fixed rate loans. Loan originations are primarily concentrated in Sentinel's
local community.
At June 30, 1995, Sentinel's ratio of non-performing assets to total assets
was 0.083%. Since June 30, 1993, non-performing assets have not exceeded 0.39%
of total assets. Sentinel continues to remain focused on maintaining acceptable
asset quality through sound underwriting and effective collection procedures.
Managing the Balance Sheet. Historically, Sentinel has sought to maintain a
stable growth pattern. Since 1989, and the implementation of the Supervisory
Agreement, growth has been significantly restricted. As a result, Sentinel
incurred shrinkage of total assets between June 30, 1988 and June 30, 1995 of
2.2%. This lack of asset growth coupled with improved earnings and the January
7, 1994 mutual-to-stock conversion has allowed total capital to increase from
1.51% to 6.56% of total assets as of June 30, 1995.
Controlling Operating Expenses. Sentinel monitors its operating expenses
and seeks to control them while maintaining the necessary personnel to service
its customers through its two office locations. Historically, operating expenses
have been kept at or below 1.70% of average assets. During the period ending
June 30, 1995, non-interest expenses averaged 1.65% of average assets.
Managing Interest-Rate Risk. In order to reduce the impact of fluctuating
interest rates on Sentinel's net interest income, Sentinel's management utilizes
several techniques. These techniques include (i) emphasizing the origination of
adjustable rate loans; (ii) maintaining a short-term investment portfolio; (iii)
investing primarily in adjustable rate mortgage-related securities; and (iv)
lengthening deposit maturities when warranted.
This business strategy is consistent with an operating philosophy that
includes: (i) increasing lending department production and efficiency, (ii)
increasing market share and improving customer services and (iii) improving
Sentinel's retail marketing strategy.
Results of Operations
The operating results of Sentinel depend primarily on its net interest
income, which is the difference between interest income on interest-earning
assets (primarily loans, mortgage related securities and investment securities)
and interest expense on interest-bearing liabilities (primarily deposits and
FHLB advances).
71
<PAGE>
Comparison of Operating Results for the Three Months Ended March 31, 1996 and
1995
General. Sentinel's net income for the three months ended March 31, 1996
was $512,171 compared with $136,036 for the three months ended March 31, 1995.
The increase is attributed to certain non-recurring items discussed above. Net
interest income increased from $749,536 for the three month period ended March
31, 1995 to $957,868 for the three month period ended March 31, 1996.
Net Interest Income. Net interest income for the three month period ended
March 31, 1996 was $957,868 representing a 27.79% increase from the period ended
March 31, 1995. The increase in net interest income reflects an increase in
Sentinel's net interest income as a percentage of assets from 1.86% for the
three month period ending March 31, 1995 to 2.57% for the three month period
ended March 31, 1996. The increase in net interest income is primarily
attributable to the non-recurring income related to the NOLs as discussed above.
During the three month period ended March 31, 1996, upward repricing yields on
adjustable rate loans and a significant reduction in the level of FHLB advances
also contributed to improved core earnings.
Interest Income. Interest income for the three months ended March 31, 1996
was $2.7 million compared with $2.6 million for the three months ended March 31,
1995, representing an increase of $69,832 or 2.66%. The average yield on
interest-earning assets increased from 6.92% as of March 31, 1995 to 7.44% as of
March 31, 1996.
Sentinel's interest on loans receivable increased $177,204 from $1.5
million during the three months ended March 31, 1995 to $1.6 million during the
three months ended March 31, 1996. Yield increased during this period from 7.81%
in 1995 to 8.13% in 1996.
Interest income on mortgage-backed securities decreased $122,328. The
average balance of mortgage-backed securities decreased approximately $15.9
million in the three months ended March 31, 1996 compared to the three months
ended March 31, 1995. The decline in the balance of the mortgage-backed
securities portfolio is the result of normal scheduled amortization and
unscheduled prepayments. Sentinel did not purchase any additional securities
during the period. The average yield on mortgage-backed securities increased
from 6.1% as of March 31, 1995 to 6.7% as of March 31, 1996. Income from
Sentinel's investment portfolio decreased by $5,225.
Interest Expense. Interest expense for the three months ended March 31,
1996 was $1.7 million compared with $1.9 million for the three months ended
March 31, 1995, representing an decrease of $138,500 or 7.39%. The lower
interest expense for the period was the result of lower FHLB advance balances
and the reversal of previous interest expense related to the NOLs as discussed
above.
Provisions for Loan Losses. Provisions for loan losses are charged to
earnings to bring the total loss allowance to a level considered adequate by
management. During the three month period ended March 31, 1996, no additional
loan loss provisions were established.
Other Income. Other income for the three month period ended March 31, 1996
was $137,676 compared to $83,474 for the three month period ended March 31,
1995. The gain on assets held for sale was $34,906 for the three month period
ended March 31, 1996 compared to $5,900 for the three month period ended March
31, 1995.
Other Expense. Other expenses for the three month period ended March 31,
1996 totaled $1.2 million compared with $664,535 for the three month period
ended March 31, 1995. Other expenses consist of compensation related expenses,
building and maintenance expenses, federal deposit insurance premiums, audit and
OTS examination fees, and other general and administrative expenses.
Other non-recurring expenses incurred during the period are discussed above
and include expenses related to the Merger and provisions for losses on loans
and for legal expenses.
Income Taxes. During the three-month period ended March 31, 1996, Sentinel
recorded a net tax benefit to reflect the reversal of previous tax accruals as
noted above. Exclusive of the reversal, the effective income tax rate was 38.5%.
72
<PAGE>
Comparison of Operating Results for the Nine Months Ended March 31, 1996 and
1995
General. Sentinel's net income for the nine months ended March 31, 1996 was
$828,088 compared with $430,967 for the nine months ended March 31, 1995. The
increase was primarily attributable to certain non-recurring items as discussed
above. Net interest income rose from $2.2 million for the nine month period
ended March 31, 1995 to $2.5 million for the nine month period ended March 31,
1996.
Net Interest Income. Net interest income for the nine month period ended
March 31, 1996 was $2.5 million, representing a 13.02% increase from the period
ended March 31, 1995. The increase in net interest income reflects an increase
in Sentinel's net interest income as a percentage of assets from 1.86% for the
nine month period ended March 31, 1995 to 2.27% for the nine month period ended
March 31, 1996. The increase in net interest income is attributable to several
factors, including the reversal of previously accrued interest expense related
to the NOLs. During the nine month period ended March 31, 1996, upward repricing
yields on adjustable rate loans and mortgage-backed securities contributed to
improved net interest income.
Interest Income. Interest income for the nine months ended March 31, 1996
was $8.3 million compared with $7.6 million for the nine months ended March 31,
1995, representing an increase of $685,542 or 9.04%. The average yield on
interest-earning assets increased from 6.92% for the nine months ended March 31,
1995 to 7.44% for the nine months ended March 31, 1996.
Sentinel's interest on loans receivable increased $658,808 during the nine
months ended March 31, 1996. Yield increased during the period from 7.81% in
1994 to 8.13% in 1995.
Interest on mortgage-backed securities decreased $9,075. The average
balance of mortgage-backed securities decreased approximately $15.9 million in
the nine months ended March 31, 1996 compared to the nine months ended March 31,
1995. The decline in the balance of the mortgage-backed securities portfolio is
the result of normal scheduled amortization and unscheduled prepayments.
Sentinel has not purchased any additional securities during the period. The
average yield on mortgage-backed securities increased from 6.1% as of March 31,
1995 to 6.7% as of March 31, 1996. Income from the investment portfolio
decreased by $15,235.
Interest Expense. Interest expense for the nine months ended March 31, 1996
was $5.7 million compared with $5.3 million for the nine months ended March 31,
1995, representing an increase of $393,377 or 7.37%. The higher interest expense
for the period was the result of higher prevailing interest rates during the
period. The increase in interest expense was offset by the reversal of
previously recorded interest expense related to the NOLs.
Provisions for Losses. Provisions for loan losses are charged to earnings
to bring the total loss allowance to a level considered adequate by management.
During the nine month period ended March 31, 1996, no additional loan loss
provisions were established.
Other Income. Other income for the nine month period ended March 31, 1996
was $373,137 compared with $258,803 for the nine month period ended March 31,
1995. Income from gain on sale of assets held for sale was $117,252 for the nine
month period ended March 31, 1996 compared with $12,135 for the nine month
period ended March 31, 1995.
Other Expense. Other expenses for the nine month period ended March 31,
1996 totaled $2.5 million compared with $1.9 million for the nine month period
ended March 31, 1995. Other expenses consist of compensation related expenses,
building and maintenance expenses, federal deposit insurance premiums, audit and
OTS examination fees, and other general and administrative expenses.
Other non-recurring expenses incurred during the nine-month period ended
March 31, 1996 are discussed above, and include expenses related to the Merger
and provisions for losses on real estate investment and from litigation.
Income Taxes. During the nine-month period ended March 31, 1996, Sentinel
recorded a net tax benefit to reflect the reversal of previous tax accruals
noted above. Exclusive of the reversal, the effective income tax rate was 38.5%.
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Comparison of Operating Results for the Fiscal Years Ended June 30, 1995 and
1994
General. Net income for the fiscal year ended June 30, 1995 was $630,000
compared with $564,000 for fiscal year 1994, representing an 11.70% increase.
The increase was primarily attributable to Sentinel's efforts to reduce overall
liability costs and increase loan balances during the period. Non-interest
expense decreased $25,000 or .95% during the fiscal year ended June 30, 1995.
Net Interest Income. Net interest income increased $382,000 to $3.1 million
for the year ended June 30, 1995, compared with $2.6 million for fiscal year
1994. The increase in net interest income reflects an increase in Sentinel's net
interest margin from 1.72% for the fiscal year ended June 30, 1994 to 1.98% for
the fiscal year ended June 30, 1995. The increase in net interest income was
primarily the result of two areas of operations. First, portfolio loan balances
have increased $8.7 million or 12.01%. Second, lower rate, ARM mortgage-backed
securities balances declined $4.2 million or 5.68%. While interest expense
increased during the period, Sentinel was less aggressive in pricing retail
deposits and utilized lower costs, FHLB advances and an open line of credit to
lessen the impact of a rising interest rate environment during the fiscal year
ended June 30, 1995.
Interest Income. Interest income for the year ended June 30, 1995 was $10.4
million compared with $9.4 million for fiscal year 1994, representing an
increase of $1.0 million, or 10.64%. The average yield on interest-earning
assets increased from 6.15% for the year ended June 30, 1994 to 6.69% for fiscal
year 1995. Net loans receivable increased $8.7 million for the year ended June
30, 1995 as a result of higher origination levels and significantly lower loan
prepayments during the period. Portfolio loan prepayments declined from $19.7
million during fiscal year ended June 30, 1994 to $8.5 million during the period
ended June 30, 1995. During these same periods, total portfolio loan production
rose from $12.0 million during fiscal year ended June 30, 1994 to $ 17.6 million
for the year ended June 30, 1995.
Interest on mortgage-related securities increased $963,000 or 29.84%, as a
result of increased interest rates during the period. While the average balance
of mortgage-related securities increased approximately $3.5 million, in the year
ended June 30, 1995, the actual balance declined from $73.1 million as of June
30, 1994 to $68.9 million as of June 30, 1995. Sentinel continued to purchase
mortgage-related securities through the fiscal year ended June 30, 1995.
Income from the investment portfolio increased $58,000 or 22.75% from
$253,941 in 1994 to $311,710 in 1995 primarily as the result of the purchase of
United States Treasury securities in February and March 1994.
Interest Expense. Interest expense increased $564,000 or 8.32%, for the
year ended June 30, 1995, compared with fiscal year 1994. The increase is
primarily attributable to increased interest rates during the period. Average
interest-bearing liabilities were $144.7 million for the year ended June 30,
1995 compared with $144.3 million for fiscal year 1994. The average rate paid
increased from 4.70% in the year ended June 30, 1994 to 5.07% in the year ended
June 30, 1995. The rise in interest expense was less than the increase in
interest income due to Sentinel's efforts to reduce deposit costs and the
increased use of shorter term FHLB advances.
Provisions for Loan Losses. Provisions for loan losses are charged to
earnings to bring the total loss allowance to a level considered adequate by
management to provide for losses based on prior loss experience, volume and type
of lending conducted by Sentinel, industry standards and past due loans in
Sentinel's portfolio. Management also considers general economic conditions and
other factors relating to the collectibility of Sentinel's loan portfolio.
For June 30, 1995 and 1994, Sentinel provided $0 and $42,000, respectively,
for losses. During the fiscal year ended June 30, 1995, Sentinel provided no
additional allowance for loan losses. Thus the total allowance for loan losses
remained $318,000 or .39% of total loans outstanding. These provisions were made
based on management's analysis of the various factors which affect the loan
portfolio and management's desire to hold the allowance at a level considered
adequate to provide for losses and meet industry standards. Management performs
a detailed analysis of Sentinel's loan portfolio, including a review of
Sentinel's write-off history and an analysis of Sentinel's allowance for losses
as compared with industry and peer averages. At June 30, 1995, the allowance for
possible loan losses was $318,000 and represented 235.56% of total non-accrual
loans and loans past due more than 90 days. At June 30, 1994, the allowance for
loan losses was $318,000 and represented 117.34% of total non-
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accrual loans and loans past due more than 90 days. While management believes
the allowance for loan losses at June 30, 1995 is adequate to cover all losses
inherent in the loan portfolio, there can be no assurance that Sentinel's
provisions will not require further increases in the future.
Other Income. Other income decreased $39,000 from $449,000 for the fiscal
year ended June 30, 1994 to $410,000 for the fiscal year ended June 30, 1995.
This decrease was principally the result of reduced commissions earned on the
sales of tax deferred annuity products by Sentinel's second-tier subsidiary,
Sentinel Insurance Agency Inc. Gains on sales of assets held for sale and
securities available for sale, net were $84,000 in the year ended June 30, 1995
as compared to $35,000 in the year ended June 30, 1994. As of June 30, 1995,
Sentinel's available for sale portfolio included one $1.1 million adjustable
rate FHLB debenture.
Other Expense. Other expenses decreased from $2.6 million as of June 30,
1994 to $2.5 million as of June 30, 1995. This $83,000 decrease resulted from
decreased federal insurance premiums of $60,000 during fiscal year ended June
30, 1995 due to lower deposit balances and decreased premium rates. These
decreases were offset by a $113,000 increase in salaries and employee benefits
attributable to a full year of amortization of deferred compensation on
Sentinel's ESOP and Sentinel Federal's MDRP's. During fiscal year ended June 30,
1994, a $168,361 expense related to the termination of Sentinel's interest rate
swap agreements accounted for a significant portion of the variance noted above.
As of June 30, 1994, Sentinel eliminated all interest rate swap agreements.
Income Taxes. Sentinel's income tax expense increased $238,000 from $45,000
for fiscal year ended June 30, 1994 to $283,000 for fiscal year ended June 30,
1995 as a result of increased taxable income from $418,000 for fiscal year ended
June 30, 1994 to $886,000 for fiscal year ended June 30, 1995, a reduction in
the utilization of Missouri intangible tax credit carry forwards, and a
reduction in the amount of valuation allowance on deferred tax assets.
Management expects to resolve certain income tax issues during fiscal 1996 which
may substantially reduce Sentinel's income tax expense for 1996. However, there
can be no assurance that such income tax benefit will occur.
Comparison of Operating Results for the Fiscal Years Ended June 30, 1994 and
1993
General. Sentinel's net income for the fiscal year ended June 30, 1994 was
$564,000 compared with $852,000 for the fiscal year ended June 30, 1993. This
decrease of $288,000 represented the net effect of differences in several income
and expense items.
Net Interest Income. Net interest income decreased $415,000 to $2.6 million
for fiscal year 1994 compared with $3.1 million for fiscal year 1993. The
decline in net interest income reflects a decrease in Sentinel's net interest
margin from 1.97% for fiscal year 1993 to 1.72% for fiscal year 1994, which
resulted from a decline in market interest rates. Because Sentinel's interest-
bearing liabilities were less rate-sensitive than its interest-earning assets,
the average cost of interest-bearing liabilities decreased 51 basis points
compared to an 81 basis point decrease in the average yield on interest-earning
assets.
Interest Income. Interest income for fiscal year 1994 decreased $1.4
million to $9.4 million from $10.8 million for fiscal year 1993. Interest income
from loans for fiscal year 1994 declined $1.8 million or 23.22%. The decline in
interest on mortgage loans was attributable to a 14.74% decline in the average
balance of mortgage loans from $86.3 million to $73.6 million and an 87 basis
point decline in the average rate of the mortgage loan portfolio from 8.60% to
7.73%. Sentinel's loan portfolio for fiscal year 1994 decreased $7.7 million to
$72.9 million from $80.6 million for fiscal year 1993 as a result of the
principal repayment of $19.7 million. This decline was offset partially by
originated portfolio loans of $12.0 million during the period.
Interest earned on mortgage-related securities increased $823,000 from $2.4
million for fiscal year 1993 to $3.2 million for fiscal year 1994. This increase
was primarily due to an increase in total mortgage related security balances
during the period.
Interest income on investments decreased $219,000 or 59.84% from $516,000
for fiscal year 1993 to $254,000 for fiscal year 1994. This decrease was mainly
the result of a reduction in average investment securities from $8.8 million in
1993 to $3.6 million in 1994. The yield on these investments decreased from
4.14% in fiscal
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year 1993 to 4.10% for fiscal year 1994. The decrease in the yield on investment
securities was partially offset by a $21.8 million increase in the average
balance of mortgage-related securities.
Interest Expense. Interest expense decreased $1.0 million, or 12.40% for
fiscal year 1994 compared with fiscal year 1993. The lower deposit costs
reflected decreases in prevailing interest rates during fiscal year 1994. The
average rate paid on deposits in fiscal year 1994 of 4.55% was 49 basis points
lower than the average rate paid in fiscal year 1993 of 5.04%. Total average
interest-bearing liabilities declined $4.4 million from $148.7 million as of
June 30, 1993 to $144.3 million as of June 30, 1994.
Provisions for Loan Losses. For fiscal years 1994 and 1993, Sentinel
provided approximately $42,000 and $154,000, respectively, for losses on loans.
During the fiscal year ended June 30, 1993, Sentinel made additional provisions
approximating $122,000 to increase the allowance. These provisions were
established to reflect changes in industry practices and to reflect increased
classified assets during the period. The remaining $32,000 provisions during
fiscal year ended June 30, 1993 were for the establishment of specific
allowances to reflect the fair market value of individual assets. During fiscal
year ended June 30, 1993, all additional provisions reflected fair market value
adjustments. Charge-offs during fiscal years 1994 and 1993 were $2,000 and
$39,000, respectively. At June 30, 1993, the allowance for loan losses
represented 54.72% of total non-accrual loans and loans past due more than 90
days. At June 30, 1994, the allowance represented 117.34% of total non-accrual
loans and loans past due more than 90 days.
Other Income. Other income decreased from $864,000 for fiscal year 1993 to
$449,000 for fiscal year 1994. Other income in fiscal year 1993 included a
$239,000 gain on the sale of assets held for sale, and a recovery of deposit
insurance premiums of $147,000.
Other Expenses. Other expenses increased $209,000 or 8.66% for fiscal year
1994 compared with fiscal year 1993. Compensation and employee benefit costs,
the largest overhead expense, increased approximately $46,000 for fiscal year
1994 from $1.14 million in fiscal year 1993 to $1.18 million in fiscal year
1994.
Deposit insurance premiums increased $42,000 for fiscal year 1994 compared
with fiscal year 1993, primarily as the result of an increase in the SAIF
deposit insurance premium rate in the second half of 1992 from 23 basis points
to 31 basis points.
Income Taxes. Income tax expense decreased $503,000 for the year ended June
30, 1994 compared with fiscal year 1993 primarily as a result of decreased
taxable income.
Liquidity and Capital Resources
Liquidity. Sentinel Federal's primary sources of funds are deposits, FHLB
advances and proceeds from principal and interest payments on loans, mortgage-
backed securities and investment securities. While maturities and scheduled
amortization of loans and mortgage-backed securities are a predictable source of
funds, deposit flows and mortgage prepayments are greatly influenced by general
interest rates, economic conditions and competition. Dependent on the current
economic conditions, Sentinel Federal receives additional funds through
unscheduled prepayments of mortgage loans and mortgage-backed securities.
To support Sentinel's liquid asset position, Sentinel Federal purchases
liquidity-qualified instruments as an investment function. These instruments may
include FDIC insured certificates of deposits, bankers' acceptances and U.S.
Government or agency instruments that are liquidity-qualified under OTS
regulations.
The primary investment activity of Sentinel Federal is the origination and
purchase of mortgage loans and mortgage-backed securities for investment
purposes.
The OTS requires a savings institution to maintain an average daily balance
of liquid assets (cash and eligible investments) equal to at least 5% of the
average daily balance of its net withdrawable deposits and short-term
borrowings. In addition, short-term liquid assets must constitute one percent of
the sum of net withdrawable deposit accounts plus short-term borrowings.
Sentinel Federal's actual liquidity ratios were 5.14% and 6.17% as
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of the period ended March 31, 1995 and 1996, respectively. Sentinel Federal's
short-term liquidity ratios were 1.36% and 3.30%, respectively.
Managing Sentinel Federal's liquidity levels is a daily and a long-term
function of Sentinel Federal and its Asset Liability Committee. Cash flows are
monitored by Sentinel Federal on a regular basis. Cash flow planning is utilized
to enhance Sentinel Federal's earnings where possible. Management maintains that
Sentinel Federal has access to ample funds to meet any unforeseen liquidity
needs of the near future.
Capital Resources. In accordance with FIRREA, Sentinel Federal is required
to maintain specific amounts of capital. As of March 31, 1996, Sentinel Federal
was in compliance with all regulatory capital requirements which were effective
as of such date.
Sentinel Federal's capital requirements and actual capital under Office of
Thrift Supervision (OTS) regulations are as follows as of March 31, 1996.
<TABLE>
<CAPTION>
% of
Amount Assets
------- ------
(Dollars in thousands)
<S> <C> <C>
TANGIBLE CAPITAL:
Actual $11,013 7.39%
Required 2,235 1.50
------- -----
Excess $ 8,778 5.89%
======= =====
CORE CAPITAL:
Actual $11,013 7.39%
Required 4,110 3.00
------- -----
Excess $ 6,543 4.39%
======= =====
RISK-BASED CAPITAL:
Actual $11,332 20.01%
Required 4,517 8.00
------- -----
Excess $ 6,815 12.01%
======= =====
</TABLE>
REGULATION OF SENTINEL FEDERAL SAVINGS AND LOAN ASSOCIATION OF KANSAS CITY
As a federally chartered and federally insured savings and loan
association, Sentinel Federal is subject to extensive regulation by the OTS. In
addition, as a result of its membership in the SAIF, it is subject to the
examination, supervision and enforcement authority of the FDIC. Lending
activities and other investments must comply with various statutory and
regulatory capital requirements. Sentinel Federal is regularly examined by its
federal regulators and files periodic reports concerning Sentinel Federal's
activities and financial condition. Sentinel Federal's relationship with its
depositors and borrowers also is regulated to a great extent by federal and
state laws, especially in such matters as the ownership of savings accounts and
the form and content of Sentinel Federal's mortgage documents.
Federal Regulation of Savings Associations
The OTS has extensive authority over the operations of all federal savings
associations. As part of this authority, Sentinel Federal is required to file
periodic reports with the OTS and is subject to periodic examinations by the OTS
and the FDIC.
The OTS has established a schedule for the assessment of fees upon all
savings associations to fund the operations of the OTS. A schedule of fees has
also been established for the various types of applications and filings made by
savings associations with the OTS. The general assessment, to be paid on a semi-
annual basis, is computed upon the savings association's total assets, including
consolidated subsidiaries, as reported in the association's latest quarterly
thrift financial report. Savings associations that are classified as "troubled"
(i.e., having a supervisory
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rating of "4" or "5" or subject to a conservatorship) are required to pay a 50%
premium over the standard assessment. For the first half of 1995, Sentinel
Federal's assessment under the semi-annual assessment procedure was $24,155.
Sentinel Federal was required to pay a semi-annual assessment of $24,262 for the
second half of calendar year 1995.
The investment and lending authority of Sentinel Federal is prescribed by
federal laws and regulations, and Sentinel Federal is prohibited from engaging
in any activities not permitted by such laws and regulations. These laws and
regulations generally are applicable to all federally chartered savings
associations and many also apply to state-chartered savings associations.
Among other things, OTS regulations provide that no savings association may
invest in corporate debt securities not rated in one of the four highest rating
categories by a nationally recognized rating organization. In addition, the HOLA
provides that loans secured by nonresidential real property may not exceed 400%
of regulatory capital, subject to increase by the OTS on a case-by-case basis.
Sentinel Federal is subject to limitations on the aggregate amount of loans
that it can make to any one borrower, including related entities. Applicable
regulations generally do not permit loans-to-one borrower to exceed 15% of
unimpaired capital and surplus, provided that loans in an amount equal to an
additional 10% of unimpaired capital and surplus also may be made to a borrower
if the loans are fully secured by readily marketable securities. The OTS by
regulation has amended the loans-to-one borrower rule to permit savings
associations meeting certain requirements to extend loans-to-one borrower in
additional amounts under circumstances limited essentially to loans to develop
or complete residential housing units. At June 30, 1995, Sentinel Federal's
lending limit under this restriction was $1.6 million.
Proposed Federal Legislation
Currently, Congress has under consideration various proposals which, if
implemented, would have a material effect on financial institutions in general,
and Sentinel Federal in particular. These proposals include, among others: (i)
the consolidation of the four Federal banking agencies (the FRB , OTS, FDIC, and
OCC), (ii) the imposition of a one-time assessment on all SAIF-member
institutions, including Sentinel Federal (See "--Insurance of Accounts") and
(iii) requiring all thrifts, including Sentinel Federal, to convert to a
national or state depository institution charter. The outcome of these various
proposals is uncertain and Sentinel Federal is unable to determine the extent to
which legislation, if enacted, would affect its business.
Federal Home Loan Bank System
The FHLB System, consisting of 12 FHLBs, now is under the jurisdiction of
the Federal Housing Finance Board (the "FHFB"). The designated duties of the
FHFB are to: supervise the FHLBs; ensure that the FHLBs carry out their housing
finance mission; ensure that the FHLBs remain adequately capitalized and able to
raise funds in the capital market; and ensure that the FHLBs operate in a safe
and sound manner.
Sentinel Federal, as a member of the FHLB-Des Moines, is required to
acquire and hold shares of capital stock in the FHLB-Des Moines equal to the
greater of (i) 1.0% of the aggregate outstanding principal amount of residential
mortgage loans, home purchase contracts and similar obligations at the beginning
of each year, or (ii) 1/20 of its advances (borrowings) from the FHLB-Des
Moines. Sentinel Federal complied with this requirement with an investment in
FHLB-Des Moines stock of $1.8 million at June 30, 1995.
Among other benefits, the FHLB provides a central credit facility primarily
for member institutions. It is funded primarily from proceeds derived from the
sale of consolidated obligations of the FHLB System. It makes advances to
members in accordance with policies and procedures established by the FHFB and
the Board of Directors of the FHLB-Des Moines. At June 30, 1995, Sentinel
Federal had $21.9 million in advances from the FHLB-Des Moines.
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Liquidity
Under OTS regulations, a thrift institution is required to maintain an
average daily balance of liquid assets (cash, certain time deposits and savings
accounts, bankers' acceptances, and specified U.S. Government, state or federal
agency obligations and certain other investments) equal to a monthly average of
not less than a specified percentage of its net withdrawable accounts plus
short-term borrowings. This liquidity requirement, which is currently 5.0% may
be changed from time to time by the OTS depending upon economic conditions and
the deposit flows of associations. Existing OTS regulations also require each
institution to maintain an average daily balance of short-term liquid assets at
a specified percentage (currently 1.0%) of the total of its net withdrawable
savings accounts and borrowings payable in one year or less. Monetary penalties
may be imposed for failure to meet liquidity requirements. The short- and long-
term liquidity ratios of Sentinel Federal at June 30, 1995 were 1.62% and 5.33%,
respectively.
Supervisory Agreement
On December 20, 1989, Sentinel Federal entered into a Supervisory Agreement
with the OTS as a result of OTS criticisms of Sentinel Federal's policies and
operations and its reduced capital position. In May 1990, Sentinel Federal also
signed a Capital Plan agreement as a result of its low level of core capital.
The Capital Plan was terminated on June 1, 1994 due to an increase in capital
levels primarily as a result of the initial public offering. However, the
Supervisory Agreement will remain in effect until terminated by the OTS. The
Supervisory Agreement requires Sentinel Federal to follow certain limitations
primarily relating to Sentinel Federal's internal operations, lending activities
and investments.
Insurance of Accounts
The deposits of Sentinel Federal are presently insured by the SAIF, which
together with the BIF are the two insurance funds administered by the FDIC. As a
result of the BIF reaching its statutory reserve ratio, the FDIC revised the
premium schedule for BIF insured institutions to provide a range of .04% to .31%
of deposits. The revisions became effective in the third quarter of 1995. The
BIF premium schedule was further revised, effective January 1996, to provide a
range of 0% to .27% with an annual minimum assessment of $2,000, essentially
eliminating deposit insurance premiums for many BIF-insured institutions. As a
result of these adjustments, BIF insured institutions now generally pay lower
premiums than SAIF insured institutions.
The FDIC has stated that the SAIF is not expected to attain its designated
reserve ratio until the year 2002. As a result, SAIF insured members will
generally be subject to higher deposit insurance premiums than BIF insured
institutions until, all things being equal, the SAIF attains its required
reserve ratio.
The effect of this disparity on Sentinel Federal and other SAIF members is
uncertain at this time. It may have the effect of permitting BIF member banks to
offer loan and deposit products on more attractive terms than SAIF members due
to the cost savings achieved through lower premiums, thereby placing SAIF
members at a competitive disadvantage. In order to eliminate this disparity, a
number of proposals to recapitalize the SAIF have been considered recently by
the United States Congress. One plan under current consideration by the United
States Congress provides for a one-time assessment to be imposed on all deposits
assessed at the SAIF rates, as of March 31, 1995, in order to recapitalize the
SAIF and eliminate the disparity. The BIF and SAIF would be merged into one fund
as soon as practicable but no later than January 1, 1998. The special assessment
rate under such plan is anticipated to range from .80% to .90%. Based on
Sentinel Federal's level of SAIF deposits at March 31, 1995, and assuming a
special assessment of .90%, Sentinel Federal's assessment would be approximately
$1.15 million on a pre-tax basis. If the legislation containing such plan is
enacted, it is anticipated the assessment would be payable in 1996. Accordingly,
this special assessment would significantly increase noninterest expense and
adversely affect Sentinel Federal's results of operations. Conversely, depending
on Sentinel Federal's capital level and supervisory rating, and assuming,
although there can be no assurance, that if the insurance premium levels for BIF
and SAIF members are again equalized, deposits insurance premiums could decrease
significantly to the minimum assessment for future periods.
The United States Congress is also considering legislation that would
require all Federal thrift institutions, such as Sentinel Federal, to either
convert to a national bank or a state chartered depository institution by
January 1, 1998. In addition, Sentinel
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would no longer be regulated as a thrift holding company, but rather as a bank
holding company. The OTS would also be abolished and its functions transferred
among the other federal banking regulators. Certain aspects of the legislation
remain to be resolved and therefore no assurance can be given as to whether or
in what form the legislation will be enacted or its effect on Sentinel and
Sentinel Federal.
The FDIC may terminate the deposit insurance of any insured depository
institution if it determines after a hearing that the institution has engaged or
is engaging in unsafe or unsound practices, is in an unsafe or unsound condition
to continue operations, or has violated any applicable law, regulation, order or
any condition imposed by an agreement with the FDIC. It also may suspend deposit
insurance temporarily during the hearing process for the permanent termination
of insurance, if the institution has no tangible capital. If insurance of
accounts is terminated, the accounts at the institution at the time of
termination, less subsequent withdrawals, shall continue to be insured for a
period of six months to two years, as determined by the FDIC. Management is
aware of no existing circumstances which could result in termination of the
deposit insurance of Sentinel Federal.
Prompt Corrective Action
Under Section 38 of the FDIA, as added by the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), each federal banking agency is
required to implement a system of prompt corrective action for institutions
which it regulates. In September 1992, the federal banking agencies adopted
substantially similar regulations which are intended to implement the system of
prompt corrective action established by Section 38 of the FDIA, which became
effective on December 19, 1992. Under the regulations, an institution shall be
deemed to be (i) "well capitalized" if it has a total risk-based capital ratio
of 10.0% or more, has a Tier I risk-based capital ratio of 6.0% or more, has a
Tier I leverage capital ratio of 5.0% or more and is not subject to specified
requirements to meet and maintain as specific capital level for any capital
measure; (ii) "adequately capitalized" if it has a total risk-based capital
ratio of 8.0% or more, a Tier I risk-based capital ratio of 4.0% or more and a
Tier I leverage capital ratio of 4.0% or more (3.0% under certain circumstances)
and does not meet the definition of "well capitalized;" (iii) "undercapitalized"
if it has a total risk-based capital ratio that is less than 8.0%, a Tier I
risk-based capital ratio that is less than 1.0% or a Tier I leverage capital
ratio that is less than 4.0% (3.0% under certain circumstances); (iv)
"significantly undercapitalized" if it has a total risk-based capital ratio that
is less than 6.0%, a Tier I risk-based capital ratio that is less than 3.0% or a
Tier I leverage capital ratio that is less than 3.0%; and (v) "critically
undercapitalized" if it has a ratio of tangible equity to total assets that is
equal to or less than 2.0%.
Section 38 of the FDIA and the implementing regulations also provide that a
federal banking agency may, after notice and an opportunity for a hearing,
reclassify a well capitalized institution as adequately capitalized and may
require an adequately capitalized institution or an undercapitalized institution
to comply with supervisory actions as if it were in the next lower category if
the institution is in an unsafe or unsound condition or engaging in an unsafe or
unsound practice. (The FDIC may not, however, reclassify a significantly
undercapitalized institution as critically undercapitalized.)
An institution generally must file a written capital restoration plan which
meets specified requirements, as well as a performance guaranty by each company
that controls the institution, with the appropriate federal banking agency
within 45 days of the date that the institution receives notice or is deemed to
have notice that it is undercapitalized, significantly undercapitalized or
critically undercapitalized. Immediately upon becoming undercapitalized, an
institution shall become subject to the provisions of Section 38 of the FDIA,
which sets forth various mandatory and discretionary restrictions on many
aspects of its operations.
At June 30, 1995, Sentinel Federal was a "well capitalized" institution
under the prompt corrective action regulations of the OTS.
Standards for Safety and Soundness
Federal law requires the federal banking regulatory agencies to prescribe,
by regulation or guideline, standards for all insured depository institutions
and depository institution holding companies relating to: (i) internal controls,
information systems and internal audit systems; (ii) loan documentation; (iii)
credit underwriting; (iv) interest rate risk exposure; (v) asset growth; and
(vi) compensation, fees and benefits. The OTS, as well as the other federal
banking agencies, has adopted safety and soundness guidelines on matters such as
loan underwriting
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and documentation, internal controls and audit systems, interest rate risk
exposure and compensation and other employee benefits. Any institution which
fails to comply with these standards must submit a compliance plan. A failure
to submit a compliance plan or to comply with an approved compliance plan will
result in further enforcement action against the institution. Savings and loan
holding companies are also required to ensure that transactions and relationship
with their subsidiary savings associations do not have a detrimental effect on
the safe and sound operation of Sentinel Federal.
Qualified Thrift Lender Test
All savings associations are required to meet a Qualified Thrift Lender
("QTL") test under federal law to avoid certain restrictions on their
operations. A savings institution that fails to become or remain a QTL shall
either become a national bank or be subject to the investment, activity,
branching and dividend restrictions applicable to national banks. In addition,
the association shall not be eligible to obtain new advances from any FHLB.
Also, beginning three years after the date on which the savings institution
ceases to be a QTL, the savings institution would be prohibited from retaining
any investment or engaging in any activity not permissible for a national bank
and would be required to repay any outstanding advances to any FHLB. In
addition, within one year of the date on which a savings association controlled
by a company ceases to be a QTL, Sentinel must register as a bank holding
company and become subject to the rules applicable to such companies. A savings
institution may requalify as a QTL if it thereafter always complies with the QTL
test.
Currently, the QTL test requires that 65% of an institution's "portfolio
assets" (as defined) consist of certain housing and consumer-related assets on a
monthly average basis in nine out of every 12 months. Portfolio assets consist
of total assets minus the sum of (i) goodwill and other intangible assets, (ii)
property used by the savings institution to conduct its business, and (iii)
liquid assets up to 20% of the institution's total assets.
At June 30, 1995, Sentinel Federal complied with the current QTL
requirement.
Capital Requirements
Under OTS regulations a savings association must satisfy three minimum
capital requirements: core capital, tangible capital and risk-based capital.
Savings associations must meet all of the standards in order to comply with the
capital requirements.
OTS capital regulations establish a 3% core capital ratio (defined as the
ratio of core capital to adjusted total assets). Core capital is defined to
include common stockholders' equity, noncumulative perpetual preferred stock and
any related surplus, and minority interests in equity accounts of consolidated
subsidiaries, less (i) certain intangible assets; and (ii) equity and debt
investments in subsidiaries that are not "includable subsidiaries," which is
defined as subsidiaries engaged solely in activities not impermissible for a
national bank, engaged in activities impermissible for a national bank but only
as an agent for its customers, or engaged solely in mortgage-banking activities.
In calculating adjusted total assets, adjustments are made to total assets to
give effect to the exclusion of certain assets from capital and to appropriately
account for the investments in and assets of both includable and nonincludable
subsidiaries. Institutions that fail to meet the core capital requirement would
be required to file with the OTS a capital plan that details the steps they will
take to reach compliance. In addition, the OTS prompt corrective action
regulation provides that a savings institution that has a core capital leverage
ratio of less than 4% (3% for institutions receiving the highest CAMEL
examination rating) will be deemed to be "undercapitalized" and may be subject
to certain restrictions. See "- Prompt Corrective Action."
A savings association also must maintain "tangible capital" not less than
1.5% of its adjusted total assets. "Tangible capital" is defined, generally, as
core capital minus any "intangible assets other than purchased mortgage
servicing rights."
Each savings institution must maintain total capital equal to at least 8%
of risk-weighted assets. Total capital consists of the sum of core and
supplementary capital, provided that supplementary capital cannot exceed core
capital, as previously defined. Supplementary capital includes (i) permanent
capital instruments such as cumulative perpetual preferred stock, perpetual
subordinated debt, and mandatory convertible subordinated debt, (ii) maturing
capital instruments such as subordinated debt, intermediate-term preferred stock
and mandatory
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redeemable preferred stock, subject to an amortization schedule, and (iii)
general valuation loan and lease loss allowances up to 1.25% of risk-weighted
assets.
The risk-based capital regulation assigns each balance sheet asset held by
a savings institution to one of four risk categories based on the amount of
credit risk associated with that particular class of assets. Assets not
included for purposes of calculating capital are not included in calculating
risk-weighted assets. The categories range from 0% for cash and securities that
are backed by the full faith and credit of the U.S. Government to 100% for
repossessed assets or assets more than 90 days past due. Qualifying residential
mortgage loans (including multi-family mortgage loans), for example, are
assigned a 50% risk weight. Off-balance sheet items are included in risk-
weighted assets by converting them to an approximate balance sheet "credit
equivalent amount" based on a conversion schedule. These credit equivalent
amounts are then assigned to risk categories in the same manner as balance sheet
assets and included risk-weighted assets.
The OTS has incorporated an interest rate risk component into its
regulatory capital rule. Under the rule, savings associations with "above
normal" interest rate risk exposure would be subject to a deduction from total
capital for purposes of calculating their risk-based capital requirements. A
savings association's interest rate risk is measured by the decline in the net
portfolio value of its assets (i.e., the difference between incoming and
outgoing discounted cash flows from assets, liabilities and off-balance sheet
contracts) that would result from a hypothetical 200 basis point increase or
decrease in market interest rates divided by the estimated economic value of the
association's assets, as calculated in accordance with guidelines set forth by
the OTS. A savings association with a measured interest rate risk exposure in
excess of 2% must deduct an interest rate component in calculating its total
capital under the risk-based capital rule. The interest rate risk component is
an amount equal to one-half of the difference between the institution's measured
interest rate risk and 2%, multiplied by the estimated economic value of the
institution's assets. That dollar amount is deducted from the institution's
total capital in determining compliance with its risk-based capital requirement.
Under the rule, there is a two quarter lag between the reporting date of an
institution's financial data and the effective date for the new capital
requirement based on that data. A savings association with assets of less than
$300 million and a risk-based capital ratio in excess of 12% is not subject to
the interest rate risk component, unless the OTS determines otherwise. The rule
also provides that the Director of the OTS may waive or defer an association's
interest rate risk component on a case-by-case basis. The OTS has recently
postponed the date that the component will first be deducted from an
institution's total capital until the appeals process developed for the
measurement of an institution's interest rate risk is evaluated.
The following table presents Sentinel Federal's capital levels as of June
30, 1995.
<TABLE>
<CAPTION>
At June 30, 1995
-----------------------
Percent of
Amount Assets
------- ----------
(Dollars in thousands)
<S> <C> <C>
Tangible capital....... $10,116 6.23%
Minimum required
tangible capital...... 2,434 1.5
------- -----
Excess................. $ 7,682 4.73%
======= =====
Core capital........... $10,116 6.23%
Minimum required core
capital............... 4,867 3.00
------- -----
Excess................. $ 5,249 3.23%
======= =====
Risk-based capital..... $10,408 17.98%
Minimum risk-based
capital requirement... 4,631 8.00
------- -----
Excess................. $ 5,777 9.98%
======= =====
</TABLE>
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Dividend Limitations
OTS regulations require Sentinel Federal to give the OTS 30 days' advance
notice of any proposed declaration of dividends to Sentinel, and the OTS has the
authority under its supervisory powers to prohibit the payment of dividends to
Sentinel. In addition, Sentinel Federal may not declare or pay a cash dividend
on its capital stock if the effect thereof would be to reduce the regulatory
capital of Sentinel Federal below the amount required for the liquidation
account.
OTS regulations impose uniform limitations on the ability of all savings
associations to engage in various distributions of capital such as dividends,
stock repurchases and cash-out mergers. The regulation utilizes a three-tiered
approach which permits various levels of distributions based primarily upon a
savings association's capital level.
A Tier 1 savings association generally has capital in excess of its capital
requirement (both before and after the proposed capital distribution) and has
not been notified by the OTS that it is in need of more than normal supervision.
A Tier 1 savings association may make (without application but upon prior notice
to, and no objection made by, the OTS) capital distributions during a calendar
year up to the greater of 100% of its net income to date during the calendar
year plus one-half its surplus capital ratio (i.e., the amount of capital in
excess of its capital requirements) at the beginning of the calendar year or the
amount authorized for a Tier 2 association. Capital distributions in excess of
such amount also require advance notice to the OTS.
A savings association which has been notified by the OTS that it is in need
of more than normal supervision may be designated by the OTS as a Tier 2
association. Such an association may make (without application) capital
distributions up to an amount equal to 75% of its net income during the previous
four quarters. Capital distributions exceeding this amount require prior OTS
approval.
Tier 3 associations include any savings association with either (i) capital
below the minimum capital requirement (either before or after the proposed
capital distribution), or (ii) which has been notified by the OTS that it shall
be treated as a Tier 3 association because it is in need of more than normal
supervision. Tier 3 associations may not make any capital distributions without
prior approval from the OTS.
The OTS issued a proposed rule in December 1994 that would amend its
capital distributions regulation to incorporate the definition of "capital
distributions" used under the system of prompt corrective action established by
FDICIA. The proposed rule would allow capital distributions without notice to
the OTS by associations that are adequately capitalized that receive a composite
rating of 1 or 2, and that are not held by a holding company. Remaining
associations that are at least adequately capitalized after making a capital
distribution would be permitted to make a capital distribution upon notice to
the OTS. Applications for capital distributions would be accepted from troubled
associations and undercapitalized associations but would be approved only under
certain restrictive conditions.
Activities of Savings Associations and Their Subsidiaries
OTS regulations provide that, when a savings association establishes or
acquires a subsidiary or elects to conduct any new activity through a subsidiary
that the association controls, the association shall notify the FDIC and the OTS
30 days in advance and provide the information each agency may, by regulation,
require. Savings associations also must conduct the activities of subsidiaries
in accordance with existing regulations and orders.
Accounting and Regulatory Standards
An OTS policy statement applicable to all savings associations clarifies
and re-emphasizes that the investment activities of a savings associations must
be in compliance with approved and documented investment policies and
strategies, and must be accounted for in accordance with generally accepted
accounting principles. Under the policy statement, management must support its
classification of an accounting for loans and securities (i.e., whether held for
investment, sale or trading) with appropriate documentation. Sentinel Federal
is in compliance with these amended rules.
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The OTS has adopted an amendment to its accounting regulations, which may
be made more stringent than generally accepted accounting principles by the OTS,
to require that transactions be reported in a manner that best reflects their
underlying economic substance and inherent risk and that financial reports must
incorporate any other accounting regulations or orders prescribed by the OTS.
Investment Portfolio Policy
OTS supervisory policy requires that securities owned by thrift
institutions must be classified and reported in accordance with FASB 115.
Transactions with Affiliates
Savings associations must comply with Sections 23A and 23B of the Federal
Reserve Act ("Sections 23A and 23B") relative to transactions with affiliates in
the same manner and to the same extent as if the savings association were a
Federal Reserve member bank. Generally, Sections 23A and 23B: (i) limit the
extent to which the insured institution or its subsidiaries may engage in
certain covered transactions with an affiliate to an amount equal to 10% of such
institution's capital and surplus and place an aggregate limit on all such
transactions with affiliates to an amount equal to 20% of such capital and
surplus, and (ii) require that all such transactions be on terms substantially
the same, or at least as favorable to the institution or subsidiary, as those
provided to a non-affiliate. The term "covered transaction" includes the making
of loans, purchase of assets, issuance of a guaranty and similar other types of
transactions.
Three additional rules apply to savings associations: (i) a savings
association may not make any loan or other extension of credit to an affiliate
unless that affiliate is engaged only in activities permissible for bank holding
companies; (ii) a savings association may not purchase or invest in securities
issued by an affiliate (other than securities of a subsidiary); and (iii) the
OTS may, for reasons of safety and soundness, impose more stringent restrictions
on savings associations but may not exempt transactions from or otherwise
abridge Section 23A or 23B. Exemptions from Section 23A or 23B may be granted
only by the FRB, as is currently the case with respect to all FDIC-insured
banks. Sentinel Federal has not been significantly affected by the rules
regarding transactions with affiliates.
REGULATION OF SENTINEL FINANCIAL CORPORATION
Sentinel is a unitary savings and loan holding company within the meaning
of the HOLA. As such, Sentinel is registered with the OTS and subject to OTS
regulations, examinations, supervision and reporting requirements. Sentinel is
required to file certain reports with, and otherwise comply with the regulations
of, the OTS and the Securities and Exchange Commission. As a subsidiary of a
savings and loan holding company, Sentinel Federal is subject to certain
restrictions in its dealings with Sentinel and with other companies affiliated
with Sentinel and also are subject to regulatory requirements and provisions as
federal institutions.
Holding Company Acquisitions
The HOLA and OTS regulations issued thereunder generally prohibit a savings
and loan holding company, without prior OTS approval, from acquiring more than
5% of the voting stock of any other savings association or savings and loan
holding company or controlling the assets thereof. They also prohibit, among
other things, any director or officer of a savings and loan holding company, or
any individual who owns or controls more than 25% of the voting shares of such
holding company, from acquiring control of any savings association not a
subsidiary of such savings and loan holding company, unless the acquisition is
approved by the OTS.
Holding Company Activities
As a unitary savings and loan holding company, Sentinel generally is not
subject to activity restrictions. If Sentinel acquires control of another
savings association as a separate subsidiary, it would become a multiple savings
and loan holding company, and the activities of Sentinel and any of its
subsidiaries (other than Sentinel
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Federal or any other SAIF-insured savings association) would become subject to
such restrictions unless such other associations each qualify as a QTL or were
acquired in a supervisory acquisition.
If Sentinel Federal fails the QTL test, Sentinel must obtain the approval
of the OTS prior to continuing after such failure, directly or through its other
subsidiaries, any business activity other than those approved for multiple
savings and loan holding companies or their subsidiaries. In addition, within
one year of such failure Sentinel must register as, and will become subject to,
the restrictions applicable to bank holding companies. The activities
authorized for a bank holding company are more limited than are the activities
authorized for a unitary or multiple savings and loan holding company. See "--
Qualified Thrift Lender Test."
Sentinel must obtain approval from the OTS before acquiring control of
more than 5% of the voting shares of any other SAIF-insured institution. Such
acquisitions generally are prohibited if they result in a multiple savings and
loan holding company controlling savings associations in more than one state.
However, such interstate acquisitions are permitted based on specific state
authorization or in a supervisory acquisition of a failing savings association.
Qualified Thrift Lender Test
The HOLA requires that any savings and loan holding company that controls a
savings association that fails the QTL test, as explained under "Regulation of
Sentinel Federal -- Qualified Thrift Lender Test," must, within one year after
the date on which the association ceases to be a QTL, register as and be deemed
a bank holding company subject to all applicable laws and regulations.
COMPARISON OF RIGHTS OF STOCKHOLDERS OF ROOSEVELT FINANCIAL GROUP, INC.
AND SENTINEL FINANCIAL CORPORATION
Introduction
Upon the consummation of the Merger, holders of Sentinel Common Stock,
whose rights are presently governed by Delaware law and Sentinel's certificate
of incorporation and bylaws (the "Sentinel Certificate" and "Sentinel Bylaws,"
respectively) and, indirectly, Sentinel Federal's charter and bylaws, will
become stockholders of Roosevelt, also a Delaware corporation. Accordingly,
their rights will be governed by the DGCL and the certificate of incorporation
and bylaws of Roosevelt (the "Roosevelt Certificate" and "Roosevelt Bylaws,"
respectively) and, indirectly, Roosevelt Bank's charter and bylaws. Certain
differences arise from the differences between the Sentinel Certificate and
Bylaws and the Roosevelt Certificate and Bylaws and between the charter and
bylaws of Sentinel Federal and Roosevelt Bank. The following discussion
summarizes material differences affecting the rights of stockholders but is not
intended to be a complete statement of all differences and is qualified in its
entirety by reference to the DGCL, the Roosevelt Certificate and Bylaws, the
Sentinel Certificate and Bylaws and the respective charters and bylaws of
Sentinel Federal and Roosevelt Bank.
Each Sentinel stockholder should carefully consider these differences in
connection with the decision to vote for or against the adoption and approval of
the Merger Agreement.
Capital Stock
The Sentinel Certificate authorizes the issuance of 2,000,000 shares of
common stock, $.01 par value per share, and 500,000 shares of serial preferred
stock, $.01 par value per share, and provides that the Sentinel Board may issue
such preferred stock in one or more series, may fix the designations, powers,
preferences, rights, qualifications, limitations and restrictions with respect
to such shares and may specify the number of shares of any such series, all
without stockholder action. As of __________, 1996 there were a total of
________ shares of Sentinel Common Stock and no shares of Sentinel preferred
stock issued and outstanding.
The Roosevelt Certificate authorizes the issuance of 90,000,000 shares of
common stock, $.01 par value per share, 1,000,000 shares of Class I serial
preferred stock, $.01 par value per share, and 2,000,000 shares of Class II
serial preferred stock, no par value, and provides that the Roosevelt Board may
issue any authorized shares from time to time and may fix the rights and
preferences of the serial
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preferred stock, all without stockholder action. At ___________, 1996, there
were __________ shares of Roosevelt Common Stock, ___________ shares of 6 1/2%
Non-Cumulative Convertible Preferred Stock, Series A (Class I) and
_______________ shares of 6 1/2% Non-Cumulative Convertible Preferred Stock,
Series F (Class II) issued and outstanding.
Special Meetings of Stockholders
The Sentinel Certificate and Sentinel Bylaws provide that special meetings
of stockholders of Sentinel may be called only by a majority of the Sentinel
Board or by a committee of the Sentinel Board which has been duly designated by
the Sentinel Board, upon a resolution adopted by a majority of the Board. The
Roosevelt Certificate and the Roosevelt Bylaws provide that special meetings of
stockholders of Roosevelt may be called only by the chairman of the board or the
president and shall be called by either individual at the written request of a
majority of the directors of Roosevelt then in office. Such request must state
the purpose or purposes of the proposed meeting.
Advance Notice Requirements for Nominations of Directors and Presentation of New
Business at Annual Meetings of Stockholders
The Sentinel Certificate provides that if a stockholder of Sentinel desires
to make nominations for the election of directors or proposals for new business
at any annual or special meeting of stockholders, he must give notice in writing
to the secretary of Sentinel not less than thirty days nor more than sixty days
prior to any such meeting; provided however, that if less than 31 days' notice
-------- -------
of the meeting is given to stockholders, such written notice by a stockholder
must be provided to the secretary of Sentinel not later than the close of the
tenth day following the day on which notice of the meeting was given to the
stockholders. The stockholder's notice with respect to nominations for
elections of directors must include (i) the name, age, business address and, if
known, residence address of each nominee proposed in such notice, (ii) the
principal occupation or employment of each such nominee, (iii) the number of
shares of stock of Sentinel which are beneficially owned by each such nominee,
(iv) such other information required under the Exchange Act to be disclosed in
proxy solicitation materials and (v) the stockholder's name and address as they
appear on Sentinel's books and the class and a number of shares which are
beneficially owned by such stockholder. A stockholder's notice of a business
proposal must set forth (i) a brief description of the business desired to be
brought before the meeting and the reasons therefor, (ii) the name and address,
as they appear on Sentinel's books, of the stockholder proposing such business,
(iii) the class and number of shares which are beneficially owned by the
stockholder and (iv) a disclosure of any material interest of the stockholder in
such business.
The Roosevelt Bylaws provide that Roosevelt stockholders may make
nominations for the election of directors by delivering written notice of such
nominations to the secretary of Roosevelt at least 15 days prior to the date of
the annual meeting of stockholders. Furthermore, if the Roosevelt Board fails
to nominate candidates for the board at least 20 days prior to the annual
meeting, then nominations may be made at the meeting by any stockholder entitled
to vote and such nominations shall be voted upon. The Roosevelt Bylaws
generally provide that any stockholder desiring to make a proposal for new
business at the annual meeting of stockholders must submit a written statement
of the proposal which must be received by the secretary of Roosevelt at least 20
days in advance of the meeting; provided, however, if less than 30 days notice
of the date of the meeting is given to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the annual
meeting was mailed. The stockholder's notice must include a brief description
of the proposal, the stockholder's name and address and the class and number of
shares owned of record by the stockholder. If a stockholder fails to comply
with these advance notice requirements, no action will be taken on the proposal
at the meeting.
Number and Term of Directors
The Sentinel Certificate provides that the number of directors shall
consist of not less than five nor more than 25 members, as set forth in the
Sentinel Bylaws. The Sentinel Bylaws presently set the number of directors at
six persons. The Roosevelt Certificate provides that the Roosevelt Board shall
consist of not less than six nor more than 18 members, as set forth in the
Roosevelt Bylaws. The Roosevelt Bylaws presently set the number of directors at
ten persons.
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The Sentinel Certificate and Sentinel Bylaws and the Roosevelt Certificate
and Roosevelt Bylaws require the Boards of Directors of Sentinel and Roosevelt,
respectively, to be divided into three classes as nearly equal in number as
possible and that the members of each class shall be elected for a term of three
years and until their successors are elected and qualified, with one class being
elected annually.
Removal of Directors
The DGCL provides that directors serving on a classified board may be
removed only for cause unless the corporation's charter provides otherwise. The
Sentinel Certificate provides that the entire Sentinel Board, or any individual
director or directors, may be removed, but only for cause, by the affirmative
vote of the holders of at least 80% of the outstanding shares entitled to vote
generally in an election of directors. Under the Roosevelt Certificate, a member
of the Roosevelt Board may be removed, but only for cause as defined under OTS
regulations, by the affirmative vote of (i) not less than a majority of the
directors then in office and (ii) the holders of not less than a majority of the
then outstanding shares of capital stock entitled to vote generally in the
election of directors, voting as a single class. If less than the entire
Roosevelt Board is to be removed, no individual director may be removed from
office if the votes cast against the removal would be sufficient to elect a
director if the shares were cumulatively voted at an election for the class of
directors of which such director is a part.
Business Combinations with Certain Persons
The Sentinel Certificate provides that the affirmative vote of 80% of the
total outstanding shares of voting stock of Sentinel is required to approve any
of the following transactions, each of which is deemed a "Business Combination"
under the Sentinel Certificate: (i) any merger or consolidation of Sentinel or
any subsidiary thereof with a Related Person (generally any person or entity
controlling more than 10% of the outstanding shares of the common stock of
Sentinel or any affiliate of such person or entity); (ii) any sale, lease,
exchange, mortgage, pledge, transfer or other disposition to a Related Person of
all or any substantial part (generally more than 25%) of the assets of Sentinel;
(iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition
to Sentinel or any subsidiary thereof of all or any substantial part of the
assets of a Related Person; (iv) the issuance of any securities of Sentinel or
any subsidiary thereof to any Related Person; (v) the acquisition by Sentinel or
any subsidiary thereof of any securities of a Related Person; (vi) any
reclassification of or involving the common stock of Sentinel; or (vii) any
agreement, contract or other arrangement providing for any of the transactions
described above. The supermajority voting provision will become inapplicable if
the Business Combination is approved by a two-thirds vote of the Continuing
Directors (generally those directors who are unaffiliated with the Related
Person and were members of the Board prior to the time the Related Person became
a Related Person).
In connection with certain "Business Combinations" (as defined below) and
related transactions between Roosevelt and a "Related Person" (generally any
person or entity who, together with affiliates, controls 10% or more of the
outstanding shares of voting stock of Roosevelt), the Roosevelt Certificate
requires the approval of the holders of at least 75% of Roosevelt's outstanding
shares of voting stock voting as a single class unless the transaction is
approved by the affirmative vote of at least 75% of the directors who are not
affiliated with the Related Person and who were directors at the time the
Related Person became such or unless certain fair price criteria are met. The
Roosevelt Certificate defines Business Combination as: (i) any merger or
consolidation of Roosevelt or any of its subsidiaries with or into any Related
Person; (ii) any sale, lease, exchange, mortgage, pledge, transfer, or other
disposition other than in the ordinary course of business to or with a Related
Person of any assets of Roosevelt having an aggregate fair market value of
$1,000,000 or more; (iii) the issuance or transfer by Roosevelt of any shares of
its voting stock or securities convertible into such shares (other than by way
of a pro rata distribution to all stockholders) to a Related Person; (iv) the
adoption of any plan or proposal for the liquidation or dissolution of Roosevelt
or any of its subsidiaries proposed, directly or indirectly, by or on behalf of
a Related Person; (v) any recapitalization, merger or consolidation that would
have the effect of increasing the voting power of a Related Person; (vi) any
merger or consolidation of Roosevelt with another person proposed, directly or
indirectly, by or on behalf of a Related Person unless the surviving or
resulting entity has a provision in its governing instrument which is
substantially identical to this provision of the Roosevelt Certificate; and
(vii) any agreement, contract or other arrangement or understanding providing,
directly or indirectly, for any of the transactions described in this paragraph.
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Amendment of Certificate of Incorporation and Bylaws
The DGCL provides that the certificate of incorporation of a Delaware
corporation may be amended only if first approved by the corporation's board of
directors and thereafter by a majority of the outstanding stock entitled to vote
thereon, and, if applicable, a majority of each class of shares entitled to vote
thereon as a class. The Sentinel Certificate states that Sentinel reserves the
right to amend or repeal any provision in the Sentinel Certificate as provided
by Delaware law, and that any rights given to stockholders therein are granted
subject to this reservation. Notwithstanding such reservation, the Sentinel
Certificate requires the affirmative vote of the holders of at least 80% of the
total votes eligible to be cast by Sentinel stockholders for approval of any
amendment of provisions set forth in the Sentinel Certificate governing (i)
action without a meeting of stockholders, (ii) the calling of special meetings
of stockholders, (iii) notice for nomination for elections of directors and
proposals for business, (iv) the number of members of, vacancies on and
structure of the Sentinel Board (v) removal of directors, (vi) certain
acquisitions of the capital stock of Sentinel, (vii) the approval of certain
business combinations with principal stockholders and the evaluation of business
combinations generally, (viii) indemnification of directors, officers, employees
and certain agents of Sentinel, (ix) elimination of directors' liability, (x)
amendment of the Sentinel Bylaws and (xi) amendment of the Sentinel Certificate.
The Roosevelt Certificate may be amended only if first approved by two-
thirds of the directors then in office at a duly constituted meeting called
expressly for that purpose and if thereafter approved by the affirmative vote of
a majority of the total votes eligible to be cast at a duly constituted meeting
of stockholders called expressly for that purpose, except that the affirmative
vote of the holders of at least 75% of the total votes eligible to be cast at
such meeting shall be required to amend, add to, change or repeal the provisions
of the Roosevelt Certificate governing (i) Roosevelt's internal affairs, (ii)
the calling of special meetings of stockholders, (iii) indemnification, (iv)
limitation on the personal liability of directors, (v) approval for acquisitions
of control and offers to acquire control, and (vi) amendment of the Roosevelt
Certificate, and that the provisions of the Roosevelt Certificate governing
Business Combinations may be amended, added to, changed or repealed only as set
forth therein.
The Sentinel Certificate provides that the Sentinel Bylaws may be amended
or repealed by either the affirmative vote of at least two-thirds of the
Sentinel Board or by the affirmative vote of the holders of at least 80% of the
stock entitled to vote generally in the election of directors. The Roosevelt
Certificate provides that the Roosevelt Bylaws may be amended or repealed by a
two-thirds vote of the entire Roosevelt Board then in office at a meeting called
expressly for such purpose or by the holders of at least 75% of the outstanding
capital stock of Roosevelt entitled to vote thereon at a meeting called
expressly for such purpose.
Control Share Acquisitions
The Sentinel Certificate provides that, with certain exceptions, for a
period of five years from the effective date of the mutual-to-stock conversion
of Sentinel Federal, no person may directly or indirectly offer to acquire or
acquire beneficial ownership of more than 10% of any class of stock of Sentinel,
unless such offer or acquisition has been approved in advance by a two-thirds
vote of the Continuing Directors. If such provision is violated, the securities
in excess of the 10% limit may not be voted or counted as shares entitled to
vote.
In addition, the Sentinel Certificate provides that if, any time after five
years from the effective date of the conversion of Sentinel Federal, any person
acquires the beneficial ownership of more than 10% of any class of stock of
Sentinel, without the prior approval by a two-thirds vote of the Continuing
Directors, then with respect to each vote in excess of 10% of the outstanding
voting power of such stock, the acquiring person shall be entitled to cast only
one-hundredth of a vote.
The Roosevelt Certificate provides that, for as long as Roosevelt Bank
remains a majority-owned subsidiary of Roosevelt, no person shall acquire
beneficial ownership of 10% or more of the voting stock of Roosevelt unless (i)
the acquisition received prior approval, either by the affirmative vote of the
holders of at least two-thirds of the outstanding voting stock or, if first
approved by two-thirds of the directors then in office at a meeting of the
directors called for such purpose, then by the affirmative vote of holders of at
least a majority of the outstanding voting stock (in either case at a
stockholder meeting called for such purpose); and (ii) the acquisition received
prior approval by the proper federal regulatory agencies as provided under
federal law.
88
<PAGE>
In the event that beneficial ownership of 10% or more of the voting stock
of Roosevelt is acquired by any person in violation of the aforementioned
provisions, (i) Roosevelt may institute a private right of action to enforce the
relevant statutory and regulatory provisions under federal law, and (ii) all
voting stock of Roosevelt held by such person in excess of 10% of the
outstanding voting stock of Roosevelt shall no longer, from and after the date
of its acquisition (A) be entitled to vote on any matter, (B) be entitled to
take other stockholder action, (C) be counted in determining the total
outstanding shares of Roosevelt for purposes of any stockholder action, or (D)
be transferable except with the approval of the Roosevelt Board or of an
independent trustee appointed thereby (with the proceeds of such sale to be paid
(x) first, to the trustee, for its reasonable fees and expenses, (y) second, to
the acquiring person to cover its tax liability upon such sale, and (z) third,
to Roosevelt as to any remaining balance).
LEGAL MATTERS
The validity of the shares of Roosevelt Common Stock offered hereby will be
passed upon for Roosevelt by Silver, Freedman & Taff, L.L.P. (a limited
liability partnership including professional corporations), Washington, D.C.
Certain other legal matters in connection with the Merger will be passed upon
for Roosevelt by Silver, Freedman & Taff, L.L.P., and for Sentinel by Breyer &
Aguggia, Washington, D.C.
EXPERTS
The consolidated financial statements of Roosevelt as of December 31, 1995
and 1994, and for each of the years in the three-year period ended December 31,
1995, included in Roosevelt's Annual Report on Form 10-K for the year ended
December 31, 1995, as amended, and incorporated by reference in this Proxy
Statement/Prospectus, have been incorporated by reference herein in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of Sentinel as of June 30, 1995 and
1994, and for each of the three years in the period ended June 30, 1995,
included in this Proxy Statement/Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report appearing herein
(which report expresses an unqualified opinion and includes explanatory
paragraphs referring to the operation of Sentinel Federal under a supervisory
agreement with the OTS and changes in methods of accounting for certain
investments in debt and equity securities during the year ended June 30, 1995
and income taxes during the year ended June 30, 1994), and have been so included
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
STOCKHOLDER PROPOSALS
Sentinel will hold a 1996 Annual Meeting of Stockholders only if the Merger
is not consummated before the time of such meeting, which it is presently
expected would be held in late-October 1996. In such event, as disclosed in the
proxy materials for Sentinel's 1995 Annual Meeting of Stockholders, in order to
be eligible for inclusion in Sentinel's proxy materials for the 1996 Annual
Meeting of Stockholders, any stockholder proposal to take action at such meeting
must be received at the main office of Sentinel, 1001 Walnut Street, Kansas
City, Missouri 64106, no later than May 31, 1996. However, if such 1996 Annual
Meeting is held after late-July 1996, any stockholder proposal must be received
by Sentinel a reasonable time before the solicitation of proxies for such Annual
Meeting is made. Any such proposal shall be subject to the requirements of the
proxy rules adopted under the Exchange Act.
As disclosed in the proxy materials for Roosevelt's 1996 Annual Meeting of
Stockholders, in order to be eligible for inclusion in Roosevelt's proxy
materials for the 1997 Annual Meeting of Stockholders, any stockholder proposal
to take action at such meeting must be received at the main office of Roosevelt,
900 Roosevelt Parkway, Chesterfield, Missouri 63017, no later than November 26,
1996. Any such proposal shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.
89
<PAGE>
INDEPENDENT ACCOUNTANTS
Representatives of Deloitte & Touche LLP, Sentinel's independent
accountants, are expected to be present at the Special Meeting. They will be
afforded the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.
OTHER MATTERS
The Sentinel Board is not aware of any business to come before the Special
Meeting other than those matters described above in this Proxy
Statement/Prospectus. However, if any other matter should properly come before
the Special Meeting, it is intended that holders of the proxies will act in
accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
OF SENTINEL FINANCIAL CORPORATION
John C. Spencer
Secretary
90
<PAGE>
SENTINEL FINANCIAL CORPORATION
INDEX TO FINANCIAL STATEMENTS
Page Number
-----------
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT FOR THE
YEARS ENDED JUNE 30, 1993, 1994, AND 1995
<TABLE>
<CAPTION>
<S> <C>
Independent Auditors' Report.............................................. F-2
Consolidated Balance Sheets for the Years Ended June 30, 1994 and 1995.... F-3
Consolidated Statements of Income for the Years Ended June 30, 1993, 1994
and 1995................................................................. F-5
Consolidated Statements of Stockholders' Equity for the Years Ended June
30, 1993, 1994 and 1995.................................................. F-7
Consolidated Statements of Cash Flows for the Years Ended June 30, 1993,
1994 and 1995............................................................ F-8
Notes to Consolidated Financial Statements for the Years Ended June 30,
1993, 1994 and 1995...................................................... F-10
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED
MARCH 31, 1996
<S> <C>
Consolidated Balance Sheets for the Nine Months Ended March 31, 1996
(unaudited) and for the Year Ended June 30, 1995......................... F-31
Consolidated Statements of Income for the Three and Nine Months Ended
March 31, 1996 and 1995 (unaudited)..................................... F-33
Consolidated Statements of Stockholders' Equity for the Nine Months Ended
March 31, 1996 (unaudited).............................................. F-35
Consolidated Statements of Cash Flows for the Nine Months Ended March 31,
1996 and 1995 (unaudited)................................................ F-36
Notes to Consolidated Financial Statements for the Three and Nine Months
Ended March 31, 1996 (unaudited)......................................... F-38
</TABLE>
F-1
<PAGE>
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
INDEPENDENT AUDITORS' REPORT
Board of Directors
Sentinel Financial Corporation
Kansas City, Missouri
We have audited the accompanying consolidated balance sheets of Sentinel
Financial Corporation and subsidiary (the "Company") as of June 30, 1994 and
1995, and the related consolidated statements of income, stockholders' equity
and cash flows for each of the three years in the period ended June 30, 1995.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of June 30, 1994 and
1995, and the results of its operations and cash flows for each of the three
years in the period ended June 30, 1995 in conformity with generally accepted
accounting principles.
As discussed in Note 2 to the consolidated financial statements, Sentinel
Federal Savings and Loan Association of Kansas City (the "Association"), a
wholly owned subsidiary of the Company, is operating under a supervisory
agreement with the Office of Thrift Supervision ("OTS") dated December 20, 1989
restricting the Association, without prior written consent of OTS, from entering
into certain types of transactions as described in Note 2. Any failure on the
part of the Association to comply with the provisions of the agreement may
subject the Association to further regulatory actions.
As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for certain investments in debt and equity
securities during the year ended June 30, 1995 and changed its method of
accounting for income taxes during the year ended June 30, 1994.
/s/ Deloitte & Touche LLP
August 11, 1995
F-2
<PAGE>
SENTINEL FINANCIAL CORPORATION
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1994 AND 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1994 1995
<S> <C> <C>
CASH AND CASH EQUIVALENTS:
Cash and amounts due from depository institutions $ 967,694 $ 2,775,381
Interest bearing deposits in other banks 807,255 922,738
Federal funds sold 50,000 50,000
------------ ------------
Total cash and cash equivalents 1,824,949 3,748,119
INVESTMENTS (Market value of $2,456,690 and $2,468,435) 2,497,100 2,498,094
CAPITAL STOCK OF FEDERAL HOME LOAN BANK, At cost 1,848,300 1,848,300
SECURITIES AVAILABLE FOR SALE (Cost of $1,100,000) 1,082,814
MORTGAGE-RELATED SECURITIES (Market value of
$72,029,716 and $68,663,736) 73,095,618 68,940,693
ASSETS HELD FOR SALE, (Cost of $1,100,000 and $773,026) 1,058,234 773,026
LOANS RECEIVABLE, (Less allowance for loan losses
of $318,114 in both years) 72,277,782 80,956,440
PREMISES AND EQUIPMENT, net 830,421 790,241
REAL ESTATE OWNED
ACCRUED INTEREST RECEIVABLE:
Loans receivable 399,582 444,221
Mortgage-related securities 472,733 535,371
Investment securities 52,088 54,704
------------ ------------
Total accrued interest receivable 924,403 1,034,296
DEFERRED INCOME TAXES 117,000 77,000
OTHER ASSETS 86,664 165,147
------------ ------------
TOTAL ASSETS $154,560,471 $161,914,170
============ ============
(Continued)
</TABLE>
F-3
<PAGE>
SENTINEL FINANCIAL CORPORATION
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1994 AND 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY 1994 1995
<S> <C> <C>
DEPOSITS $131,503,690 $126,439,826
ADVANCE PAYMENTS BY BORROWERS FOR TAXES
AND INSURANCE 1,267,177 1,352,340
INCOME TAXES PAYABLE 739,192 751,426
ACCRUED AND OTHER LIABILITIES 696,909 905,345
ADVANCES FROM FEDERAL HOME LOAN BANK 10,450,000 21,850,000
------------ ------------
Total liabilities 144,656,968 151,298,937
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY:
Serial preferred stock, $.01 par value; 500,000 shares authorized,
no shares issued or outstanding as of June 30, 1995
Common stock, $.01 par value; 2,000,000 shares authorized,
513,423 shares issued 5,134 5,134
Additional paid-in capital 4,596,853 4,602,678
Unearned compensation - Employee Stock Ownership Plan (240,625) (206,114)
Unearned compensation - Management Recognition Plan (127,500) (76,500)
Net unrealized loss on securities available for sale (9,433)
Retained earnings, substantially restricted 5,669,641 6,299,468
------------ ------------
Total stockholders' equity 9,903,503 10,615,233
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $154,560,471 $161,914,170
============ ============
(Concluded)
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
SENTINEL FINANCIAL CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED JUNE 30, 1993, 1994 AND 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1993 1994 1995
<S> <C> <C> <C>
INTEREST INCOME:
Loans receivable $ 7,540,961 $5,789,923 $ 5,854,921
Mortgage-related securities 2,404,366 3,227,457 4,189,699
Investment securities 515,577 253,941 311,710
Other interest - cash and cash equivalents 332,532 146,900 66,164
----------- ---------- -----------
Total interest income 10,793,436 9,418,221 10,422,494
----------- ---------- -----------
INTEREST EXPENSE:
Deposits 7,049,011 6,138,725 6,298,360
Advances from Federal Home Loan Bank 690,966 641,329 1,045,895
----------- ---------- -----------
Total interest expense 7,739,977 6,780,054 7,344,255
----------- ---------- -----------
NET INTEREST INCOME 3,053,459 2,638,167 3,078,239
PROVISION FOR LOAN LOSSES 154,061 41,778
----------- ---------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 2,899,398 2,596,389 3,078,239
OTHER INCOME:
Loan servicing and other fees, net 155,951 146,711 123,874
Insurance commissions 278,278 163,494 101,120
Gain on sale of securities available for sale 53,509
Gain on sale of assets held for sale, net 274,569 35,094 30,281
Recovery of Savings Association Insurance
Fund secondary reserve 146,522
Other 8,404 103,757 101,481
----------- ---------- -----------
Total other income 863,724 449,056 410,265
----------- ---------- -----------
OTHER EXPENSE:
Salaries and employee benefits 1,138,346 1,184,376 1,297,531
Federal insurance premiums 430,627 472,302 412,059
Professional and other outside services 301,832 299,249 309,541
Occupancy of premises 280,704 279,762 265,916
Office supplies and related expenses 147,612 123,867 132,236
Loss related to termination of interest
rate swap agreements 168,361
Provision for (recovery of) losses on
real estate owned 24,370 (42,677)
Other 95,004 142,670 184,946
----------- ---------- -----------
Total other expenses 2,418,495 2,627,910 2,602,229
----------- ---------- -----------
(Continued)
</TABLE>
F-5
<PAGE>
SENTINEL FINANCIAL CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED JUNE 30, 1993, 1994 AND 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1993 1994 1995
<S> <C> <C> <C>
INCOME BEFORE INCOME TAX EXPENSE,
EXTRAORDINARY ITEM AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING FOR
INCOME TAXES $ 1,344,627 $ 417,535 $ 886,275
INCOME TAX EXPENSE 548,085 45,000 283,448
----------- ---------- -----------
INCOME BEFORE EXTRAORDINARY ITEM
AND CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLES 796,542 372,535 602,827
EXTRAORDINARY ITEM:
Refund and credits for Missouri Intangible Tax:
Cash receipts, net of income tax expense of $6,400 12,304
Credits against state income taxes payable 42,861
----------- ---------- -----------
Total extraordinary item 55,165
----------- ---------- -----------
INCOME BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLES 851,707 372,535 602,827
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLES 191,000 27,000
----------- ---------- -----------
NET INCOME $ 851,707 $ 563,535 $ 629,827
=========== ========== ===========
EARNINGS PER SHARE (FROM JANUARY 7, 1994):
Income before cumulative effect of change
in accounting principles $ 0.52 $ 1.25
========== ===========
Net income $ 0.52 $ 1.31
========== ===========
(Concluded)
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE>
SENTINEL FINANCIAL CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 1993, 1994 AND 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Unearned Net
Compensation- Unearned Unrealized
Employee Compensation- Loss on Retained
Common Stock Additional Stock Management Securities Earnings, Total
---------------- Paid-In Ownership Recognition Available Substantially Stockholders'
Shares Amount Capital Plan Plan for Sale Restricted Equity
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JULY 1, 1992 $4,254,399 $ 4,254,399
Net income 851,707 851,707
---------- -----------
BALANCE, JUNE 30, 1993 5,106,106 5,106,106
Issuance of common stock 472,623 $ 4,726 $4,189,261 4,193,987
Common stock issued to
Employee Stock Ownership Plan 25,500 255 254,745 $(255,000)
Common stock issued to
Management Recognition Plan 15,300 153 152,847 $(153,000)
Common stock committed to be
released for allocation -
Employee Stock Ownership Plan 14,375 14,375
Amortization of unearned
compensation -
Management Recognition Plan 25,500 25,500
Net income 563,535 563,535
------- ------- ---------- --------- --------- ---------- -----------
BALANCE, JUNE 30, 1994 513,423 5,134 4,596,853 (240,625) (127,500) 5,669,641 9,903,503
Common stock committed to be
released for allocation -
Employee Stock Ownership Plan 34,511 34,511
Amortization of unearned
compensation -
Management Recognition Plan 51,000 51,000
Cumulative effect of change in
accounting principle for
securities available for
sale, net $(27,000) (27,000)
Net decrease in unrealized loss
on securities available
for sale 17,567 17,567
Increase in fair market value of
Employee Stock Ownership Plan
shares committed to be released
for allocation 5,825 5,825
Net income 629,827 629,827
------- ------- ---------- --------- --------- -------- ---------- -----------
BALANCE, JUNE 30, 1995 513,423 $ 5,134 $4,602,678 $(206,114) $ (76,500) $ (9,433) $6,299,468 $10,615,233
======= ======= ========== ========= ========= ======== ========== ===========
</TABLE>
See notes to consolidated financial statements.
F-7
<PAGE>
SENTINEL FINANCIAL CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 1993, 1994 AND 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1993 1994 1995
<C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 851,707 $ 563,535 $ 629,827
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of change in accounting principle (191,000) (27,000)
Amortization of premiums and discounts on mortgage-
related securities and investment securities, net 311,997 462,845 300,107
Common stock committed to be released for allocation - ESOP 14,375 34,511
Increase in fair market value of ESOP shares committed
to be released for allocation 5,825
Amortization of unearned compensation related to
Management Recognition Plan 25,500 51,000
Depreciation and amortization 100,733 135,310 114,903
Federal Home Loan Bank stock dividends (148,800)
Provision for loan losses 154,061 41,778
Provision (recovery) for losses on real estate owned 24,370 (42,677)
Net loan origination fees capitalized 164,226 166,861 48,396
Amortization of net deferred loan origination fees (172,225) (58,188) (29,334)
Gain on sale of assets held for sale, net (274,569) (35,094) (30,281)
Gain on sale of securities available for sale, net (53,509)
(Gain) loss on sale of real estate owned 5,302 (33,572)
Unrealized losses on assets held for sale 9,625 32,141
Provision (benefit) for deferred income taxes 52,000 (78,000) 40,000
Origination of loans held for sale (5,641,000) (6,518,000) (4,066,850)
Proceeds from sale of loans held for sale 5,802,724 6,553,094 3,293,824
Changes in:
Accrued interest receivable 196,198 (76,457) (109,893)
Other assets 65,637 5,052 (78,483)
Income taxes payable 407,699 (61,908) 12,234
Accrued and other liabilities (39,100) 117,648 208,436
Other, net 3,627 (7,014)
------------ ------------ ------------
Net cash provided by operating activities 1,874,212 1,023,243 336,699
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of investment securities 6,696,705 396,000
Proceeds from sale of securities available for sale 56,940
Purchases of investment securities (1,684,000) (2,492,266)
Principal collected on mortgage-related securities 12,919,159 18,159,956 13,849,776
Purchases of mortgage-related securities (41,994,474) (30,994,557) (9,999,383)
Purchases of assets held for sale (7,484,296)
Proceeds from sales of assets held for sale 19,816,521
Principal collected on loans receivable, net of loan originations 15,404,044 7,614,890 (8,777,320)
Purchases of premiums and equipment (23,902) (39,629) (74,723)
Proceeds from sales of real estate owned 543,781 180,265 109,882
------------ ------------ ------------
Net cash provided by (used in) investing activities 4,193,538 (7,175,341) (4,834,828)
------------ ------------ ------------
(Continued)
</TABLE>
F-8
<PAGE>
SENTINEL FINANCIAL CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 1993, 1994 AND 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1993 1994 1995
<C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments for deposits, net $ (6,099,929) $ (7,081,191) $ (5,063,864)
Net increase (decrease) in advance payments
by borrowers for taxes and insurance (125,664) (109,900) 85,163
Proceeds from advances from Federal Home Loan Bank 2,500,000 19,900,000 66,935,500
Repayments on advances from Federal Home Loan Bank (2,000,000) (19,450,000) (55,535,500)
Issuance of common stock 4,193,987
------------ ------------ ------------
Net cash provided by (used in) financing activities (5,725,593) (2,547,104) 6,421,299
------------ ------------ ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 342,157 (8,699,202) 1,923,170
CASH AND CASH EQUIVALENTS:
Beginning of year 10,181,994 10,524,151 1,824,949
------------ ------------ ------------
End of year $ 10,524,151 $ 1,824,949 $ 3,748,119
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income tax payments $ 43,887 $ 55,920 $ 231,214
============ ============ ============
Interest payments $ 7,758,323 $ 6,785,874 $ 7,201,278
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Common stock issued to Employee Stock Ownership Plan $ 255,000
============
Issuance of common stock for noncash consideration to
Management Recognition Plan Trust $ 153,000
============
Loans transferred to real estate owned $ 49,106 $ 109,882
============ ============
Loans made upon the sale of real estate owned $ 113,090
============
Change in net unrealized loss on securities available for sale $ 24,580
============
(Concluded)
</TABLE>
See notes to consolidated financial statements.
F-9
<PAGE>
SENTINEL FINANCIAL CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1993, 1994 AND 1995
- --------------------------------------------------------------------------------
1. ACCOUNTING POLICIES AND PROCEDURES
Organization - In September 1993, Sentinel Federal Savings and Loan
Association of Kansas City ("the Association") formed Sentinel Financial
Corporation ("the Company") to acquire 100% of the common stock of the
Association upon its conversion from the mutual-to-stock form of ownership.
The Association's conversion and an initial public offering of the Company's
common stock were completed on January 7, 1994 with the sale of 513,423
shares of the Company's common stock (inclusive of 25,500 and 15,300 shares
acquired by the Company's employee stock ownership plan - ESOP and the
Company's management recognition plan - MRP, respectively). The Company
received net proceeds of $4,601,987 (inclusive of $408,000 associated with
the shares issued to the ESOP and MRP), of which $4,093,987 was
simultaneously transferred to the Association in exchange for all of the
Association's common stock. As a result, the Company is a holding company
which owns 100% of the Association's common stock.
On January 7, 1994, the Association segregated and restricted $5,000,179 of
retained earnings, which was the amount of its regulatory capital at March
31, 1993, in a liquidation account for the benefit of eligible savings
account holders who continue to maintain their accounts at the Association
after the conversion. In the event of a complete liquidation of the
Association (and only in such an event), each eligible account holder will be
entitled to receive a distribution from the liquidation account in an amount
proportionate to the current adjusted balances of all qualifying deposits
then held. The liquidation account will be reduced annually to the extent
that eligible account holders have reduced their qualifying deposits.
Subsequent to the conversion, the Company or the Association may not declare
or pay cash dividends on any of its shares of common stock if the effect
would be to reduce stockholders' equity below either the amount required for
the liquidation account discussed above or the applicable regulatory capital
requirements or if such declaration and payment would otherwise violate
regulatory requirements. In addition, the supervisory agreement described in
Note 2 further restricts the payment of dividends by the Association.
Principles of Consolidation - The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiary, Sentinel Federal
Savings and Loan Association of Kansas City. The Association has two wholly
owned subsidiaries, Claywood Financial Services, Inc. and Sentinel Insurance
Agency, Inc. Significant intercompany accounts and transactions have been
eliminated.
Cash and Cash Equivalents - Cash and cash equivalents include cash on hand,
amounts due from depository institutions, federal funds sold and interest
bearing deposits in other banks purchased with an original maturity of three
months or less.
F-10
<PAGE>
The Association is required by regulation to maintain liquid assets in the
form of cash and securities approved by Federal regulations, at a monthly
average of not less than 5% of customer deposits and short-term borrowings.
Securities Available for Sale - On July 1, 1994, the Company adopted
Statement of Financial Accounting Standard ("SFAS") No. 115, Accounting for
Certain Investments in Debt and Equity Securities. This Statement addresses
the accounting and reporting treatment for certain investments in debt and
equity securities by requiring such investments to be classified in held-to-
maturity, available-for-sale or trading categories. Securities classified as
held-to-maturity are carried at amortized cost, and securities classified as
available-for-sale are carried at market with unrealized gains (losses)
included in equity. This change resulted in a decrease to stockholders'
equity of $27,000 (net of taxes) which is reflected as a cumulative effect of
change in accounting principle in the consolidated statement of income for
the year ended June 30, 1995.
Assets Held for Sale - Management has designated certain loans receivable,
investment securities and mortgage-related securities as held for sale as
management does not intend to hold such assets to maturity. Accordingly,
such assets are carried at the lower of amortized cost (outstanding
principal, adjusted for unamortized premiums and unaccreted discounts) or
market value. Interest on these assets (including amortization and accretion
of premiums and discounts) is included in interest income on loans
receivable, investment securities or mortgage related securities.
Gains or losses on sales are determined utilizing the specific identification
method for financial reporting and income tax purposes.
Investments - Securities of the United States Government and agencies are
recorded at amortized cost based on management's intention, and the Company's
ability to hold them to maturity. Related premiums and discounts are
accreted and amortized into income over the lives of the securities using the
level-yield method.
Mortgage-Related Securities - Mortgage-related securities are recorded at
amortized cost based on management's intention, and the Company's ability to
hold them to maturity. The related premiums and discounts are accreted and
amortized over the estimated lives of the underlying securities using the
level-yield method.
New Statements of Financial Accounting Standards - In October 1994, the
Financial Accounting Standards Board ("FASB") issued SFAS No. 118, Accounting
by Creditors for Impairment of a Loan - Income Recognition and Disclosures
which will become effective for the Company beginning July 1, 1995. This
Statement amends SFAS No. 114, Accounting by Creditors for Impairment of a
Loan, which requires a lender to consider a loan to be impaired if the lender
believes it is probable that it will be unable to collect all principal and
interest due according to the contractual terms of the loan. If a loan is
impaired, the lender will be required to record a loss valuation allowance
equal to the present value of the estimated future cash flows discounted at
the loan's effective rate or based on the loan's observable market price or
the fair value of the collateral if the loan is collateral dependent. This
accounting change may significantly change the accounting by lenders
presently allowed under SFAS No. 15. Based upon the present status of the
Association's loan portfolio, management believes that the implementation of
this Statement will have minimal effect on the Company.
F-11
<PAGE>
In October 1994, the FASB issued SFAS No. 119, Disclosure About Derivative
Instruments and Fair Value of Financial Instruments. This Statement requires
disclosures about derivative financial instruments such as futures, forward,
swap, and option contracts, and other financial instruments with similar
characteristics. SFAS No. 119 requires disclosures about the amounts, nature
and terms of derivative financial instruments regardless of whether they
result in off-balance sheet risk of accounting loss. Adoption of this
standard in fiscal 1995 had no effect on the Company.
In May 1995, the FASB issued SFAS No. 122, Accounting for Mortgage Servicing
Rights, which will become effective for the Company beginning July 1, 1996.
This Statement amends SFAS No. 65, Accounting for Certain Mortgage Banking
Activities, to require that a mortgage banking enterprise recognize as
separate assets rights to service mortgage loans for others, however those
servicing rights are acquired. This Statement requires that a company assess
its capitalized mortgage servicing rights for impairment based on the fair
value of those rights. Based upon the present status of the Associations'
servicing portfolio, management believes that the implementation of this
Statement will have minimal effect on the Company.
Interest Rate Swap Agreements - The Association utilized interest rate swap
agreements as part of its asset and liability management strategy. The swaps
were matched with a group of short-term deposits. The Association utilized
settlement accounting relative to the interest differential on the swaps.
Net settlements, on a quarterly or semi-annual basis, were accrued over the
term of the swap agreement and the net interest differential was recorded as
an adjustment to interest expense on deposits. During 1994, the Association
terminated the interest rate swap agreements due to the liquidation of the
matched liabilities. The losses incurred as a result of the termination of
these swaps were charged to operations as other expense.
Loans Receivable - Loans are stated at the amount of unpaid principal less an
allowance for loan losses, undisbursed loan funds and unearned loan fees, net
of certain direct loan origination costs. Interest on loans is credited to
income as earned and accrued only if deemed collectible. Loans are placed on
nonaccrual status when, in the opinion of management, the full timely
collection of principal or interest is in doubt. As a general rule, the
accrual of interest is discontinued when principal or interest payments
become 90 days past due or earlier if conditions warrant. When a loan is
placed on nonaccrual status, previously accrued but unpaid interest is
reversed against current income. Subsequent collections of cash may be
applied as reductions to the principal balance or recorded as income,
depending on management's assessment of the ultimate collectibility of the
loan. Nonaccrual loans may be restored to accrual status when principal and
interest become current and full payment of principal and interest is
expected.
Net loan origination and commitment fees are amortized as a yield adjustment
to interest income using the level-yield method over the contractual lives of
the related loans.
The Association is principally engaged in single family home lending in the
state of Missouri. The Association also makes consumer loans depending on
the demand and management's assessment as to the quality of such loans.
F-12
<PAGE>
Real Estate Owned - Real estate owned represents foreclosed assets held for
sale and is recorded at fair value as of the date of foreclosure or transfer
and is subsequently carried at the lower of the new basis (fair value at
foreclosure or transfer) or fair value. Subsequently, properties are
evaluated and any additional declines which reduce the fair value to less
than carrying value are provided for as an allowance for losses on real
estate owned. Costs and expenses related to major additions and improvements
are capitalized while maintenance and repairs which do not improve or extend
the lives of the assets are expensed currently.
Provision for Loan Losses - Provision for loan losses include charges to
reduce the recorded balances of loans receivable to their estimated net
realizable value. Such provisions are based on management's estimates of the
net realizable value of the collateral, which take into consideration current
and anticipated future operating or sales conditions. These estimates are
susceptible to changes that could result in a material adjustment to
operations. Recovery of the carrying value of such loans is dependent to a
great extent upon economic, operating and other conditions that may be beyond
the Company's control.
Premises and Equipment - Premises and equipment are stated at cost less
accumulated depreciation and amortization. Depreciation and amortization are
computed primarily on the straight-line method over the estimated useful
lives of the related assets. The following represents a summary of estimated
useful lives:
<TABLE>
<CAPTION>
Years
<S> <C>
Building and improvements 7 - 14
Furniture and fixtures 5 - 7
Leasehold improvements 10
Computer equipment and software 3 - 5
</TABLE>
Capital Stock of Federal Home Loan Bank - Capital stock of Federal Home Loan
Bank is carried at cost. Dividends received on such stock is reflected as
interest income on investment securities in the consolidated statements of
income.
Income Taxes - The Company, the Association and its subsidiaries file a
consolidated Federal income tax return. State income tax returns are
individually filed for each of the entities.
On July 1, 1993, the Company changed its method of accounting for income
taxes to conform to the requirements of SFAS No. 109, Accounting for Income
Taxes, which specifies the asset and liability method of accounting for
income taxes. Under the asset and liability method, deferred tax assets and
liabilities are established for the temporary differences between the
financial accounting basis and tax basis of the Company's assets and
liabilities at the current statutory tax rates. A valuation allowance is
established for deferred tax assets when their realization is in doubt based
on a "more likely than not" analysis. The cumulative effect of the change in
accounting for income taxes was to increase net income by $191,000 for the
year ended June 30, 1994. The Company reflected this cumulative effect in
operations during the year ended June 30, 1994 and prior year financial
statements were not restated. In prior years, the Company computed its
provision for income taxes under the deferral method as prescribed in
Accounting Principles Board Opinion No. 11.
F-13
<PAGE>
The Association is permitted under the Internal Revenue Code to deduct an
annual addition to a reserve for bad debts in determining taxable income,
subject to certain limitations. This addition differs from the bad debt
experience used for financial accounting purposes. Bad debt deductions for
income tax purposes are included in taxable income of later years only if the
bad debt reserve is used subsequently for purposes other than to absorb bad
debt losses. Under SFAS No. 109, a deferred tax liability is provided only
to the extent the tax bad debt reserve exceeds the base year reserve. The
base year reserve is the tax bad debt reserve as of June 30, 1988. Retained
earnings as of June 30, 1995 includes approximately $1,887,000 representing
such bad debt reserve as of the base year for which no deferred income taxes
have been provided.
Earnings Per Share - The Company completed its initial stock offering on
January 7, 1994, and, accordingly, earnings per share for 1994 was computed
on net income and common stock outstanding from that date. Earnings per
share for 1994 was calculated by dividing net income since January 7, 1994,
aggregating $254,388 by the weighted average number of common and common
equivalent shares outstanding. The weighted average number of common and
common equivalent shares outstanding include the vested shares held in the
management recognition plan and shares issuable upon exercise of dilutive
options outstanding. The Company accounts for the 25,500 shares acquired by
its ESOP in accordance with Statement of Position 93-6; shares controlled by
the ESOP are not considered in the weighted average shares outstanding until
the shares are committed for allocation to an employee's individual account.
The weighted number of common and common equivalent shares outstanding for
the period January 7, 1994 through June 30, 1994 and the year ended June 30,
1995 was 487,923 and 480,886, respectively.
Reclassifications - Certain items in the 1993 and 1994 financial statements
have been reclassified to conform with the 1995 presentation.
2. REGULATORY COMPLIANCE
Under the Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA"), the Office of Thrift Supervision ("OTS") established capital
regulations requiring savings associations to maintain: (i) core capital
equal to 3% of adjusted total assets, (ii) tangible capital equal to 1.5% of
adjusted total assets and (iii) risk based capital equal to 8.0% of risk-
weighted assets.
Any savings association that is not in compliance with the capital standards
shall have 60 days from the date the savings association falls out of
compliance to submit a capital plan acceptable to OTS demonstrating that the
savings association can meet applicable capital standards. Any savings
association that files and adheres to a capital plan that is acceptable to
OTS and receives approval of a capital exception or exemption shall not be
subject to sanctions or penalties for failure to meet its statutory capital
standards, provided that the association complies with its plan. The
Company's wholly owned subsidiary, Sentinel Federal Savings and Loan
Association of Kansas City was operating under an OTS approved capital plan
through May 31, 1994. As a result of the completion of a stock conversion
and capital infusion during fiscal 1994, OTS terminated the capital plan
requirement as of June 1, 1994, however the Association continues to operate
under a supervisory agreement.
F-14
<PAGE>
The Association meets all of the minimum capital requirements as of June 30,
1995. The Association's capital amounts (in thousands) and ratios as of June
30, 1995 are as follows:
<TABLE>
<CAPTION>
Required Actual Excess
-------------- -------------- -------------
Amount Ratio Amount Ratio Amount Ratio
<S> <C> <C> <C> <C> <C> <C>
Tangible capital to adjusted
total assets $2,434 1.5% $10,116 6.2% $7,682 4.7%
Core capital to adjusted
total assets 4,867 3.0 10,116 6.2 5,249 3.2
Total capital to risk-
weighted assets 4,631 8.0 10,408 10.0 5,777 10.0
</TABLE>
Reconciliation of stockholders' equity of the Association under generally
accepted accounting principles to risk based regulatory capital as of June
30, 1995 is as follows:
<TABLE>
<CAPTION>
(in thousands)
<S> <C>
Stockholders' equity $10,183
Unallowed management recognition plan (76)
Unrealized loss on certain available for sale securities 9
-------
Tangible/core capital 10,116
General loan loss reserves 318
Unallowable direct investment in service corporation (26)
-------
Risk-based capital $10,408
=======
</TABLE>
As a result of an OTS review of operations and financial condition, the Board
of Directors of the Association executed a supervisory agreement with OTS
dated December 20, 1989 restricting the Association, without prior written
consent of OTS, from entering into certain types of transactions including,
among others, the origination or refinancing of certain types of consumer
loans in excess of $25,000, commercial and mortgage loans in excess of
$250,000, and restricting the nature of investments in certain assets, the
disposition of certain assets, the borrowing of money other than from a
Federal Home Loan Bank, increases in certain liabilities and the involvement
in leases and other contracts with affiliated parties. Sanctions would be
imposed if the Association is unable to continue to comply with the
provisions of the agreement as approved. Such actions may involve the
appointment of a conservator to manage and direct the future operations of
the Association. Exceptions to the above restrictions have been allowed
under prior written approval of OTS.
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
required each federal banking agency to implement prompt corrective actions
for institutions that it regulates. In response to this requirement, OTS
adopted rules based upon FDICIA's five capital tiers. The rules provide that
a savings association is "well capitalized" if its total risk-based capital
ratio is 10% or greater, its Tier 1 risk-based capital ratio is 6% or
greater, its leverage is 5% or greater and the institution is not subject to
a capital directive. Under this regulation, the Association would be deemed
to be "well capitalized" as of June 30, 1995.
F-15
<PAGE>
3. INVESTMENTS
<TABLE>
<CAPTION>
1994
------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
<S> <C> <C> <C> <C>
U.S. Treasury Notes maturing after
one year through three years $2,493,669 $81,795 $2,411,874
Capital Stock of Federal Home
Loan Mortgage Corporation 3,431 $41,385 44,816
---------- ------- ------- ----------
$2,497,100 $41,385 $81,795 $2,456,690
========== ======= ======= ==========
</TABLE>
<TABLE>
<CAPTION>
1995
------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
<S> <C> <C> <C> <C>
U.S. Treasury Notes maturing within
one year $ 499,029 $ 1,214 $ 497,815
U.S. Treasury Notes maturing after
one year through two years 1,999,065 28,445 1,970,620
---------- ------- ----------
$2,498,094 $29,659 $2,468,435
========== ======= ==========
</TABLE>
4. MORTGAGE-RELATED SECURITIES
<TABLE>
<CAPTION>
1994
------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Pass-through certificates:
Federal National Mortgage
Association - adjustable rate $45,647,803 $29,956 $ 587,771 $45,089,988
Federal Home Loan Mortgage
Corporation - adjustable rate 27,330,710 8,111 511,928 26,826,893
Small Business Administration 117,105 4,270 112,835
----------- ------- ---------- -----------
$73,095,618 $38,067 $1,103,969 $72,029,716
=========== ======= ========== ===========
</TABLE>
F-16
<PAGE>
<TABLE>
<CAPTION>
1995
------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Pass-through certificates:
Federal National Mortgage
Association - adjustable rate $44,159,151 $204,395 $294,624 $44,068,922
Federal Home Loan Mortgage
Corporation - adjustable rate 24,714,380 86,365 271,530 24,529,215
Small Business Administration 67,162 1,563 65,599
----------- -------- -------- -----------
$68,940,693 $290,760 $567,717 $68,663,736
=========== ======== ======== ===========
</TABLE>
Certain mortgage-related assets have been pledged as collateral for deposits
and advances from Federal Home Loan Bank (see Notes 9 and 11).
The adjustable rate securities have interest rate adjustment limitations and
are generally indexed to the 1-year U.S. Treasury rate or a cost of funds
index.
Market prices are determined from independent sources and reflect estimated
selling prices.
5. SECURITIES AVAILABLE FOR SALE
<TABLE>
<CAPTION>
1995
------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
<S> <C> <C> <C> <C>
U.S. Government agency securities $1,100,000 $17,186 $1,082,814
========== ======= ==========
</TABLE>
Market prices are determined from independent sources and reflect estimated
selling prices.
During fiscal 1995, the Association recorded a realized gain of $53,509 on
the sale of a security available for sale.
6. ASSETS HELD FOR SALE
<TABLE>
<CAPTION>
1994
------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
<S> <C> <C> <C> <C>
U.S. Government agency securities $1,100,000 $41,766 $1,058,234
========== ======= ==========
</TABLE>
<TABLE>
<CAPTION>
1995
------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Loans $ 773,026 $ 773,026
========== ==========
</TABLE>
F-17
<PAGE>
Market prices are determined from independent sources and reflect estimated
selling prices.
A summary of gross realized gains (losses) on sales of assets held for sale
for the years ended June 30, 1993, 1994 and 1995 is as follows:
<TABLE>
<CAPTION>
1993 1994 1995
<S> <C> <C> <C>
Gross realized gains:
Loans receivable $ 41,249 $36,847 $30,281
Mortgage-related securities 236,892
-------- ------- -------
278,141 36,847 30,281
Gross realized losses:
Loans receivable (1,753)
Mortgage-related securities (3,572)
-------- ------- -------
(3,572) (1,753)
-------- ------- -------
$274,569 $35,094 $30,281
======== ======= =======
</TABLE>
7. LOANS RECEIVABLE
<TABLE>
<CAPTION>
1994 1995
<S> <C> <C>
Real estate mortgage loans:
Residential - one to four units $68,472,030 $74,444,100
Residential - five or more units 2,787,721 2,736,506
Construction 266,500 1,234,970
Commercial properties 604,351 2,195,008
----------- -----------
72,130,602 80,610,584
Other installment loans:
Property improvements, automobile and other 339,610 909,547
Deposits 379,457 354,619
----------- -----------
719,067 1,264,166
Less:
Undisbursed loan funds 121,452 452,511
Unearned loan fees 132,321 147,685
Allowance for loan losses 318,114 318,114
----------- -----------
$72,277,782 $80,956,440
=========== ===========
</TABLE>
There were no commercial loans purchased during the three years in the period
ended June 30, 1995. There were no commercial loans originated during 1993
or 1994. During 1995, approximately $1,675,000 of commercial loans were
originated.
As of June 30, 1994 and 1995, loans totaling approximately $243,000 and
$14,000, respectively, were on nonaccrual status. The balance of the reserve
for uncollectible interest on nonaccrual status loans was approximately
$3,800 and $300 as of June 30, 1994 and 1995, respectively.
F-18
<PAGE>
As of June 30, 1993, 1994 and 1995, the Association was servicing loans for
others aggregating $12,526,171, $12,877,460 and $11,918,471, respectively.
Such loans are not included in the accompanying consolidated balance sheets.
Servicing loans for others generally consists of collecting mortgage
payments, maintaining escrow accounts, disbursing payments to investors and
foreclosure processing. Loan servicing income includes servicing fees from
investors and certain charges collected from borrowers, such as late payment
fees. The Association held borrowers' escrow balances of $272,203, $324,829
and $302,277 as of June 30, 1993, 1994 and 1995, respectively, related to
loans serviced for others.
The Association originates and purchases both adjustable and fixed interest
rate loans. As of June 30, 1995, the composition of these loans was as
follows:
<TABLE>
<CAPTION>
Fixed Rate Adjustable Rate
------------------------------- -----------------------------
Term to Term to Rate
Maturity Book Value Adjustment Book Value
<S> <C> <C> <C>
1 mo. - 1 yr. $ 389,675 1 mo. - 1 yr. $28,833,889
1 yr. - 3 yrs. 1,643,463 1 yr. - 3 yrs. 13,633,405
3 yrs. - 5 yrs. 1,089,401 3 yrs. - 5 yrs. 3,864,144
5 yrs. - 10 yrs. 6,110,772 5 yrs. - 7 yrs. 854,841
10 yrs. - 20 yrs. 14,779,806
Over 20 years 10,675,354
----------- -----------
$34,688,471 $47,186,279
=========== ===========
</TABLE>
The adjustable rate loans have interest rate adjustment limitations and are
generally indexed to the national monthly median cost of funds to Savings
Association Insurance Fund ("SAIF")-insured institutions or the weekly
average yield on United States Treasury securities adjusted to a constant
maturity of 1 year.
The Association is subject to numerous lending-related regulations. Under
FIRREA, the Association may not make real estate loans to one borrower in
excess of the greater of 15% of its unimpaired capital and surplus or
$500,000, whichever is greater. This limitation is further restricted by the
Association's supervisory agreement as described in Note 2. As of June 30,
1995, management of the Association believes it is in compliance with this
limitation.
Under FIRREA, a federally-chartered savings and loan association's aggregate
commercial real estate loans may not exceed 400% of its capital as determined
under the capital standard provisions of FIRREA. The Association is
federally-chartered and subject to this limitation. This limitation is
further restricted by the Association's supervisory agreement as described in
Note 2. As of June 30, 1995, the Association believes it is in compliance
with this limitation.
F-19
<PAGE>
A summary of the activity in the allowance for loan losses is as follows:
<TABLE>
<CAPTION>
1993 1994 1995
<S> <C> <C> <C>
Balance, beginning of year $ 147,437 $ 277,712 $318,114
Provision charged to expense 154,061 41,778
Losses charged against the allowance (23,786) (1,376)
--------- --------- --------
Balance, end of year $ 277,712 $ 318,114 $318,114
========= ========= ========
</TABLE>
Aggregate loans to officers, directors and employees are summarized as
follows:
<TABLE>
<CAPTION>
1993 1994 1995
<S> <C> <C> <C>
Balance, beginning of year $ 538,003 $ 590,866 $ 596,470
New loans 268,930 317,100 159,177
Principal payments (216,067) (311,496) (142,231)
--------- --------- ---------
Balance, end of year $ 590,866 $ 596,470 $ 613,416
========= ========= =========
</TABLE>
Management believes such loans were made under terms and conditions
substantially the same as loans made to parties not affiliated with the
Company.
The Company did not engage in any troubled debt restructuring during the
years ended June 30, 1993, 1994 and 1995.
8. PREMISES AND EQUIPMENT
<TABLE>
<CAPTION>
1994 1995
<S> <C> <C>
Land $ 429,525 $ 429,525
Building and improvements 998,987 1,057,971
Furniture and fixtures 242,852 221,310
Leasehold improvements 241,079 241,079
Computer equipment and software 237,434 227,698
---------- ----------
2,149,877 2,177,583
Less accumulated depreciation 1,319,456 1,387,342
---------- ----------
$ 830,421 $ 790,241
========== ==========
</TABLE>
F-20
<PAGE>
9. REAL ESTATE OWNED
A summary of the activity in the allowance for losses on real estate owned
is as follows:
<TABLE>
<CAPTION>
1993 1994 1995
<S> <C> <C> <C>
Balance, beginning of year $110,077 $119,433 $
Provision (recovery) charged (credited) to expense 24,370 (42,677)
Losses charged against the allowance (15,014) (76,756)
-------- -------- --------
Balance, end of year $119,433 $ $
======== ======== ========
</TABLE>
10. DEPOSITS
<TABLE>
<CAPTION>
1994 1995
------------------------- -------------------------
Amount % Amount %
<S> <C> <C> <C> <C>
Passbook and checking accounts:
Passbook 2.72% as of June 30, 1994 and 1995 $ 11,751,064 9 $ 10,394,792 8
NOW 2.50% as of June 30, 1994 and 1995 3,177,544 2 3,236,496 3
Money market demand deposits with an average rate
of 3.33% and 4.95% as of June 30, 1994 and 1995,
respectively 20,385,290 16 18,563,814 15
------------ ---- ------------ ----
35,313,898 27 32,195,102 26
------------ ---- ------------ ----
Certificate accounts:
2.00% to 3.00% 10,000
3.01 to 4.00 40,289,118 31 5,185,334 4
4.01 to 5.00 16,379,764 12 16,878,626 13
5.01 to 6.00 10,584,685 8 25,582,590 20
6.01 to 7.00 12,031,702 9 32,519,483 26
7.01 to 8.00 10,959,546 8 8,725,578 7
8.01 to 9.00 5,165,434 4 4,647,321 4
9.01 to 10.00 602,348 1 605,792
10.01 to 11.00 121,047 100,000
11.01 to 12.00 46,148
------------ ---- ------------ ----
96,189,792 73 94,244,724 74
------------ ---- ------------ ----
$131,503,690 100 $126,439,826 100
============ ==== ============ ====
Weighted average interest rate paid on
deposits during the year 4.51% 5.47%
==== ====
</TABLE>
As of June 30, 1994 and 1995, individual customer's deposits were
collateralized by mortgage-related securities with an amortized cost of
approximately $304,173 and $275,946 and a market value of approximately
$297,206 and $273,684, respectively.
F-21
<PAGE>
Certificate accounts mature as follows:
<TABLE>
<CAPTION>
Fiscal Year Amount
<S> <C>
1996 $43,806,522
1997 23,758,875
1998 15,027,219
1999 4,387,369
2000 3,345,441
Thereafter 3,919,298
-----------
$94,244,724
===========
</TABLE>
A summary of interest expense by deposit type is as follows:
<TABLE>
<CAPTION>
1993 1994 1995
<S> <C> <C> <C>
Passbook savings deposits $ 326,390 $ 326,080 $ 296,669
NOW accounts and money market demand deposits 708,695 677,188 857,681
Certificate accounts 6,013,926 5,135,457 5,144,010
---------- ---------- ----------
$7,049,011 $6,138,725 $6,298,360
========== ========== ==========
</TABLE>
11. INCOME TAXES
<TABLE>
<CAPTION>
1993 1994 1995
<S> <C> <C> <C>
Currently paid or payable $496,085 $123,000 $243,448
Deferred 52,000 (78,000) 40,000
-------- -------- --------
$548,085 $ 45,000 $283,448
======== ======== ========
</TABLE>
Income tax expense has been provided at effective rates of 40.8%, 10.8% and
32.0% for the years ended June 30, 1993, 1994 and 1995, respectively. The
differences between such effective rates and the statutory Federal income
tax rate computed on income before income tax expense and extraordinary
items result from the following:
<TABLE>
<CAPTION>
1993 1994 1995
-------------------- ------------------- -------------------
Amount % Amount % Amount %
<S> <C> <C> <C> <C> <C> <C>
Federal income tax expense computed
at statutory rate $457,173 34.0 $141,962 34.0 $301,334 34.0
Increases (decreases) in taxes
resulting from:
Allowance for bad debts 25,244 1.9 (25,610) (6.1) (21,418) (2.4)
State income taxes 61,964 4.6 21,597 5.2 40,788 4.6
Change in deferred tax asset
valuation allowance (99,807) (23.9) (54,584) (6.2)
Other 3,704 0.3 6,858 1.6 17,328 2.0
-------- ---- -------- ----- -------- ----
$548,085 40.8 $ 45,000 10.8 $283,448 32.0
======== ==== ======== ===== ========= ====
</TABLE>
F-22
<PAGE>
Deferred tax expense (benefit) results from temporary differences in the
recognition of revenue and expense for tax and financial statement purposes.
The sources of these differences and the tax effect of each were as follows:
<TABLE>
<CAPTION>
1993 1994 1995
<S> <C> <C> <C>
Missouri intangible tax credit carryforward $ 49,146
Accrued liabilities $(88,560) 44,600
Unrealized loss on assets held for sale (16,300) 16,300
Valuation allowance (54,584)
Depreciation (2,899)
Allowance for loan losses 30,820
Federal Home Loan Bank stock dividends $58,000
Provision for loss on regulatory matter 1,000
Other (7,000) (3,960) (12,563)
------- -------- --------
$52,000 $(78,000) $ 40,000
======= ======== ========
</TABLE>
The components of deferred tax assets and liabilities as of June 30, 1994 and
1995 are as follows:
<TABLE>
<CAPTION>
1994 1995
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses $124,060 $124,060
Accrued liabilities 149,790 105,190
Deferred compensation 9,950 17,733
Missouri intangible tax credit carryforward 66,702 17,556
Provision for loss on regulatory matter 12,120 12,120
Unrealized loss on securities available for sale 6,700
Unrealized loss on assets held for sale 16,290
Other 1,930
-------- --------
380,842 283,359
Valuation allowance (66,702) (12,118)
-------- --------
Deferred tax asset 314,140 271,241
-------- --------
Deferred tax liabilities:
Federal Home Loan Bank stock dividends 157,870 157,870
Depreciation 33,330 30,431
Prepaid expenses 5,940 5,940
-------- --------
Deferred tax liability 197,140 194,241
-------- --------
Deferred tax asset, net $117,000 $ 77,000
======== ========
</TABLE>
F-23
<PAGE>
12. ADVANCES FROM FEDERAL HOME LOAN BANK
A summary of advances is as follows:
<TABLE>
<CAPTION>
June 30, 1994 June 30, 1995
-------------------------------- --------------------------------
Weighted Weighted
Fiscal Average Fiscal Average
Year Interest Year Interest
Maturity Amount Rate Maturity Amount Rate
<S> <C> <C> <C> <C> <C>
1995 $ 5,450,000 4.49% 1996 $14,850,000 6.33%
1996 2,000,000 6.85 1997 2,500,000 6.52
1997 500,000 7.13 1998 2,000,000 5.80
2000 2,500,000 5.95 2000 2,500,000 5.95
----------- ---- ----------- ----
$10,450,000 5.42% $21,850,000 6.26%
=========== ==== =========== ====
</TABLE>
The advances are collateralized as of June 30, 1994 and 1995 by the pledge of
certain mortgage-related securities with an amortized cost of approximately
$15,009,148 and $32,009,840 and a market value of approximately $15,654,249
and $31,720,215, respectively.
During 1994, the Association entered into a line-of-credit agreement with the
Federal Home Loan Bank wherein the Association can borrow up to $7,000,000.
As of June 30, 1994 and 1995, there is an outstanding balance of $5,450,000
and $2,850,000, respectively. The interest rate related to the line-of-
credit reprices daily and had a weighted average rate of 4.49% and 5.56%
during the year ended June 30, 1994 and 1995. The line of credit agreement
expires January 25, 1996.
13. BENEFIT PLANS
Investment Plan Under Section 401(k) - The Association sponsors an investment
Plan under Section 401(k) of the Internal Revenue Code which is available to
eligible employees. Employees may contribute up to a specified percentage of
their annual salary and the Association will match the employee contributions
in an amount equal to 75% of the first 3% of annual compensation contributed
by the employees. The Association's contributions under the Plan for the
years ended June 30, 1993, 1994 and 1995 were $18,628, $19,343 and $19,317,
respectively.
Employee Stock Ownership Plan - The Company has an ESOP for the benefit of
Association employees who meet the eligibility requirement which includes
having completed 1,000 hours of service within a 12 month period with the
Company and having attained age 21. The ESOP Trust purchased 25,500 shares
of common stock in the Company's initial public offering with proceeds from a
loan from the Company. The Association makes cash contributions to the ESOP
on a quarterly basis sufficient to enable the ESOP to make the required loan
payments to the Company.
The note payable referred to above bears interest at prime rate adjustable
annually with interest payable annually and principal payable in equal annual
installments over seven years. The loan is secured by the shares of the
stock purchased.
F-24
<PAGE>
As the debt is repaid, shares are released from collateral and allocated to
qualified employees based on the proportion of debt service paid in the year.
The Company accounts for its ESOP in accordance with Statement of Position
93-6. Accordingly, the shares pledged as collateral are reported as a
reduction of stockholders' equity in the consolidated balance sheet. As
shares are released from collateral, the Company reports compensation expense
equal to the current market price of the shares, and the shares become
outstanding for earnings per share computations. Dividends on allocated ESOP
shares are recorded as a reduction of retained earnings; dividends on
unallocated ESOP shares are recorded as a reduction of debt.
Compensation expense for the ESOP was $14,375 and $34,511 for the year ended
June 30, 1994 and 1995.
<TABLE>
<CAPTION>
<S> <C>
Shares released for allocation 1,913
Allocated shares 2,976
Unreleased shares 20,611
--------
Total ESOP shares 25,500
========
Fair value of unreleased shares at June 30, 1995 $252,485
========
</TABLE>
Management Recognition Plan - The Association has adopted an MRP for officers
and directors to enable the Association to attract and retain experienced and
capable personnel in key positions of responsibility. A total of 15,300
shares of restricted stock were awarded on January 7, 1994 and remain
outstanding at June 30, 1995. The MRP shares purchased in the conversion are
excluded from stockholders' equity until the shares vest to the participants.
The Association recognizes compensation expense in the amount of the fair
market value of the common stock, which was fixed at the grant date (January
7, 1994), pro rata over the three years during which the shares vest and
records an addition to stockholders' equity. Compensation expense
attributable to the MRP was $25,500 and $51,000 in 1994 and 1995,
respectively. The shares are entitled to all voting and other stockholder
rights, except that the shares, while restricted, cannot be sold, pledged or
otherwise disposed of, and are required to be held in escrow.
If a holder of restricted stock under the MRP terminates employment for
reasons other than death, disability, retirement or change of control in the
Company, such employee forfeits all rights to any allocated shares which are
still restricted. If termination is caused by death, disability, retirement
or change in control of the Company, all allocated shares become
unrestricted.
Stock Option and Incentive Plan - In connection with the conversion, the
Company's Board of Directors adopted the 1993 Stock Option and Incentive Plan
(the "Plan"). Pursuant to the Plan, stock options for 51,342 shares of
common stock have been reserved and may be granted to employees and
nonemployee directors of the Company and its subsidiary. Options granted
under the Plan may be either incentive stock options as defined in the
Internal Revenue Code or options that do not so qualify. Options issued
under the Plan are exercisable for a ten year period (five years under
certain circumstances) and the exercise price may not be less than 100% (110%
under certain circumstances) of the market value of the shares at the date of
grant.
F-25
<PAGE>
Information relative to the Plan is as follows:
<TABLE>
<CAPTION>
1993 1994 1995
<S> <C> <C> <C>
Shares under option at beginning of period 38,453
Granted ($10.00 per share exercise price) 38,453
Exercised
Cancelled
------ ------ ------
Shares under option at end of period 38,453 38,453
------ ------ ------
Options exercisable at end of period 33,050 38,453
------ ------ ------
Options available for grant at end of period 12,889 12,889
------ ------ ------
</TABLE>
14. EXTRAORDINARY ITEM
The State of Missouri and the Association reached a settlement agreement
during 1989 concerning the Association's claim for refund of intangible
taxes. The settlement agreement provided for the Association to recover its
initial claim of $523,500 through cash payments from a special fund or
credits against future state tax liabilities (without expiration). As of
June 30, 1995, approximately $18,000 in state tax credits remain to be
received in cash or to offset future state tax liabilities.
In 1993, the Association received cash payments of $18,704 net of income tax
expense of $6,400. During 1993, the Association applied $42,861 of the
remaining credits against the current state income tax liability. Such cash
refunds and credits applied were reflected as extraordinary income in the
consolidated statements of income in accordance with APB No. 11.
In 1994 and 1995, the Association received cash refunds of $84,180 and
$40,662, respectively and applied $15,627 and $32,600 of the remaining
credits against current state income tax liabilities. In accordance with
SFAS No. 109, the Missouri intangible tax credit carryforward is considered
a temporary difference and is included as a component of the deferred tax
provision.
15. COMMITMENTS AND CONTINGENT LIABILITIES
As of June 30, 1995, the Association had commitments to originate loans
approximating $1,674,865 of which approximately $924,800 were fixed-rate
(interest ranging from 7.625% to 9.25%) and $750,082 were floating rate
commitments. As of June 30, 1994, the Association had commitments to
originate loans approximating $2,306,210 of which approximately $546,600
were fixed-rate (interest ranging from 7.65% to 9.814%) and $1,759,610 were
floating rate commitments.
These commitments are agreements to lend to a customer as long as there is
no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Certain of the commitments are expected to expire
without being fully drawn upon; the total commitments amount disclosed above
does not necessarily represent future cash requirements. The Association
evaluates each customer's creditworthiness on a case-by-case basis. The
amount of collateral obtained if considered necessary by the Association
upon extension of credit is based on management's credit evaluation of the
counterparty.
F-26
<PAGE>
16. INTEREST RATE SWAP AGREEMENTS
The Association was a party to two interest rate swap agreements which were
undertaken to manage the Association's exposure to interest rate risk with
respect to a group of short-term deposits.
As of June 30, 1993, the Association had two interest rate swap agreements
outstanding with aggregate notional amounts of $5,000,000. The Association
was the fixed rate payor on both interest rate swap agreements. The weighted
average fixed rate payable was 6.74% and the weighted average variable rate
receivable was 3.125% as of June 30, 1993 on these interest rate swap
agreements. The swaps had a weighted average maturity of four years and two
months at inception and had a remaining weighted average maturity of two
years and seven months as of June 30, 1993.
During 1994, the Association terminated both of the swap agreements and
incurred related losses of $168,361. Such losses have been reflected as
other expense in the consolidated statement of income during the year ended
June 30, 1994.
17. FAIR VALUE OF FINANCIAL INSTRUMENTS
Estimated fair value amounts have been determined by the Association using
available market information and a selection from appropriate valuation
methodologies. However, considerable judgment is necessarily required to
interpret market data to develop the estimates of fair value. Accordingly,
the estimates presented are not necessarily indicative of the amount the
Association could realize in a current market exchange. The use of different
market assumptions and estimation methodologies may have a material effect
on the estimated fair value amounts.
The estimated fair value of the Association's financial instruments as of
June 30, 1994 and 1995 are as follows (in thousands):
<TABLE>
<CAPTION>
June 30, 1994 June 30, 1995
--------------------- ---------------------
Estimated Estimated
Carrying Fair Carrying Fair
Amount Value Amount Value
<S> <C> <C> <C> <C>
Assets:
Cash and cash equivalents $ 1,825 $ 1,825 $ 3,748 $ 3,748
Investments 2,497 2,457 2,498 2,468
Capital stock of Federal
Home Loan Bank 1,848 1,848 1,848 1,848
Securities available for
sale 1,083 1,083
Mortgage-related securities 73,096 72,030 68,941 68,664
Assets held for sale 1,058 1,058 773 773
Loans receivable 72,278 78,740 80,956 84,034
Liabilities:
Deposits 131,650 133,819 126,440 127,145
Accrued and other liabilities 697 697 905 905
Advanced from Federal Home
Loan Bank 10,450 10,325 21,850 21,780
</TABLE>
F-27
<PAGE>
<TABLE>
June 30, 1994 June 30, 1995
---------------------- ----------------------
Contract Estimated Contract Estimated
or Unrealized or Unrealized
Notional Gain Notional Gain
Amount (Loss) Amount (Loss)
<S> <C> <C> <C> <C>
Off-balance sheet financial instruments:
Commitments to originate loans $2,306 $1,675
Interest rate swaps
</TABLE>
The following methods and assumptions were used to estimate the fair value
of the financial instruments.
Cash and Cash Equivalents and Accrued and Other Liabilities - The carrying
amounts of these items are a reasonable estimate of their fair value.
Investments, Mortgage-Related Securities and Assets Available for Sale -
Estimated fair values of investments, mortgage-related securities and assets
available for sale are based on quoted market prices where available. If
quoted market prices are not available, fair values are estimated using
quoted market prices for similar instruments.
Capital Stock of Federal Home Loan Bank - The carrying value of capital
stock of Federal Home Loan Bank approximates its fair value.
Loans Receivable - Fair values are estimated for portfolios with similar
financial characteristics. Loans are segregated by type, such as single
family residential mortgage, multi-family residential mortgage,
nonresidential, commercial business and installment. Each loan category is
further segmented into fixed and variable interest rate categories. Future
cash flows of these loans are discounted using the current rates at which
similar loans would be made to borrowers with similar credit ratings and for
the same remaining maturities.
Deposits - The estimated fair value of demand deposits and savings accounts
is the amount payable on demand at the reporting date. The estimated fair
value of fixed-maturity certificates of deposit is estimated by discounting
the future cash flows using the rates currently offered for deposits of
similar remaining maturities.
Advances from Federal Home Loan Bank - The estimated fair value of advances
from Federal Home Loan Bank is determined by discounting the future cash
flows of existing advances using rates currently available on advances from
Federal Home Loan Bank having similar characteristics.
Commitments to Originate Loans - The estimated fair value of commitments to
originate fixed-rate loans is determined based on the fees currently charged
to enter into similar agreements and the difference between current levels
of interest rates and the committed rates. Based on that analysis, the
estimated fair value of such commitments is a reasonable estimate of the
loans commitments at par.
Interest Rate Swaps - The estimated fair value of interest rate swaps is the
estimated amount the Association would receive or pay to terminate the swap
agreements at the reporting date, taking into account current interest rates
and the current creditworthiness of the swap counterparties.
F-28
<PAGE>
The fair value estimates presented herein are based on pertinent information
available to management as of June 30, 1995. Although management is not
aware of any factors that would significantly affect the estimated fair
value amounts, such amounts have not been comprehensively revalued for
purposes of these financial statements since that date. Therefore, current
estimates of fair value may differ significantly from the amounts presented
herein.
18. PARENT COMPANY FINANCIAL INFORMATION (Parent Company Only)
Sentinel Financial Corporation was organized in September 1993 and began
operations on January 7, 1994. The Company's balance sheets as of June 30,
1994 and 1995 and related statements of income and cash flows for the period
from inception to June 30, 1994 and the year ended June 30, 1995 are as
follows:
<TABLE>
<CAPTION>
Condensed Balance Sheets
June 30, 1994 and 1995 1994 1995
<S> <C> <C>
Assets:
Cash $ 145,850 $ 227,183
Due from subsidiary 368,125 282,614
Investment in Sentinel Federal Savings and Loan
Association of Kansas City 9,519,028 10,192,590
----------- -----------
Total assets $10,033,003 $10,702,387
=========== ===========
Liability and stockholders' equity:
Liability - income taxes payable $ 2,000 $ 1,221
Stockholders' equity:
Serial preferred stock, $.01 par value;
500,000 shares authorized, no shares issued
or outstanding
Common stock, $.01 par value; 2,000,000 shares
authorized, 513,423 shares issued 5,134 5,134
Additional paid-in capital 4,596,853 4,602,678
Unearned compensation -
Employee Stock Ownership Plan (240,625) (206,114)
Retained earnings, substantially restricted 5,669,641 6,299,468
----------- -----------
Total stockholders' equity 10,031,003 10,701,166
----------- -----------
Total liability and stockholders' equity $10,033,003 $10,702,387
=========== ===========
</TABLE>
F-29
<PAGE>
<TABLE>
<CAPTION>
Condensed Statement of Income
For the Period from inception (January 7, 1994)
to June 30, 1994 and the year ended June 30, 1995 1994 1995
<S> <C> <C>
Interest income $ 8,717 $ 16,750
General and administrative expenses (2,742) (20,149)
Income (loss) before income tax expense and equity in
undistributed earnings of Sentinel Federal Savings
and Loan Association of Kansas City 5,975 3,399
Income tax expense (2,000)
----------- -----------
Income (loss) before equity in undistributed earnings of
Sentinel Federal Savings and Loan Association of Kansas City 3,975 (3,399)
Equity in undistributed earnings of Sentinel Federal Savings and
Loan Association of Kansas City 559,560 633,226
----------- -----------
Net income $ 563,535 $ 629,827
=========== ===========
<CAPTION>
Condensed Statement of Cash Flows
For the period from inception (January 7, 1994)
to June 30, 1994 and the year ended June 30, 1995
1994 1995
<S> <C> <C>
Cash flows from operating activities:
Net income $ 563,535 $ 629,827
Adjustments to reconcile net income to net cash provided
by operating activities:
Equity in undistributed earnings of Sentinel Federal Savings
and Loan Association of Kansas City (559,560) (633,226)
Change in income taxes payable 2,000 (779)
----------- -----------
Net cash provided by (used in) operating activities 5,975 (4,178)
----------- -----------
Cash flows from investing activities -
Purchase of Sentinel Federal Savings and Loan Association of
Kansas City common stock (4,093,987)
----------- -----------
Cash flows from financing activities:
Proceeds from sale of common stock 4,193,987
Reimbursement related to ESOP 14,375 34,511
Reimbursement related to Management Recognition Plan 25,500 51,000
----------- -----------
Net cash provided by financing activities 4,233,862 85,511
----------- -----------
Increase in cash and cash equivalents 145,850 81,333
Cash and cash equivalents at inception and as of June 30, 1994 145,850
----------- -----------
Cash and cash equivalents as of June 30, 1995 $ 145,850 $ 227,183
=========== ===========
</TABLE>
These statements should be read in conjunction with the other notes related
to the consolidated financial statements.
******
F-30
<PAGE>
SENTINEL FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, 1996 JUNE 30, 1995
(Unaudited)
<S> <C> <C>
ASSETS:
CASH AND CASH EQUIVALENTS $ 4,317,812 $ 3,748,119
INVESTMENT SECURITIES
- HELD TO MATURITY 1,999,496 2,498,094
- AVAILABLE FOR SALE 1,093,125 1,082,814
CAPITAL STOCK OF FEDERAL HOME
LOAN BANK, AT COST 1,885,500 1,848,300
MORTGAGE-BACKED SECURITIES
- HELD TO MATURITY 55,423,644 68,940,693
ASSETS HELD FOR SALE, NET 799,991 773,026
LOANS RECEIVABLE, NET 81,321,335 80,956,440
PREMISES AND EQUIPMENT, NET 777,697 790,241
ACCRUED INTEREST RECEIVABLE 977,891 1,034,296
DEFERRED INCOME TAXES 73,494 77,000
OTHER ASSETS 55,579 165,147
TOTAL ASSETS $148,725,564 $161,914,170
LIABILITIES AND STOCKHOLDERS'
EQUITY
LIABILITIES:
DEPOSITS $125,558,567 $126,439,826
ADVANCE PAYMENTS BY BORROWERS
FOR TAXES AND INSURANCE 778,826 1,352,340
INCOME TAXES PAYABLE 32,345 751,426
ACCRUED AND OTHER LIABILITIES 834,372 905,345
ADVANCES FROM FEDERAL HOME LOAN BANK 10,000,000 21,850,000
TOTAL LIABILITIES 137,204,110 151,298,937
COMMITMENTS AND CONTINGENT
LIABILITIES
STOCKHOLDERS' EQUITY:
PREFERRED STOCK, NO PAR, 500,000
SHARES AUTHORIZED, NO SHARES
ISSUED OR OUTSTANDING - -
COMMON STOCK, $.01 PAR VALUE,
2,000,000 SHARES AUTHORIZED,
513,423 SHARES ISSUED AND OUTSTANDING 5,134 5,134
ADDITIONAL PAID-IN CAPITAL 4,602,678 4,602,678
RETAINED EARNINGS-SUBSTANTIALLY
RESTRICTED 7,127,556 6,299,468
UNREALIZED LOSS ON INVESTMENT
SECURITIES - AVAILABLE FOR SALE,
NET OF TAX (2,628) (9,433)
</TABLE>
F-31
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
UNEARNED COMPENSATION-EMPLOYEE STOCK
OWNERSHIP PLAN (173,036) (206,114)
UNEARNED COMPENSATION-MANAGEMENT
RECOGNITION PLANS (38,250) (76,500)
TOTAL STOCKHOLDERS' EQUITY 11,521,454 10,615,233
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $148,725,564 $161,914,170
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 1996.
F-32
<PAGE>
SENTINEL FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31 MARCH 31
1996 1995 1996 1995
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
INTEREST INCOME:
LOANS RECEIVABLE $1,639,895 $1,462,691 $4,897,768 $4,238,960
MORTGAGE-RELATED
SECURITIES 947,411 1,069,739 3,051,649 3,060,724
INVESTMENT SECURITIES 69,451 74,676 221,234 236,469
OTHER INTEREST-CASH AND
CASH EQUIVALENTS 37,403 17,222 95,489 44,445
TOTAL INTEREST INCOME 2,694,160 2,624,328 8,266,140 7,580,598
INTEREST EXPENSE:
DEPOSITS 1,679,600 1,579,748 5,132,431 4,617,971
ADVANCES FROM FEDERAL
HOME LOAN BANK AND
OTHER INTEREST EXPENSE 56,692 295,044 597,087 718,170
TOTAL INTEREST EXPENSE 1,736,292 1,874,792 5,729,518 5,336,141
NET INTEREST INCOME 957,868 749,536 2,536,622 2,244,457
PROVISION FOR LOSSES ON
LOANS 0 0 0 0
NET INTEREST INCOME AFTER
PROVISION FOR LOSSES
ON LOANS 957,868 749,536 2,536,622 2,244,457
OTHER INCOME:
INSURANCE COMMISSIONS 6,353 15,685 25,624 86,216
GAIN ON SALE OF LOANS
HELD FOR SALE, NET 34,906 5,900 117,252 12,135
LOAN SERVICING AND OTHER
FEES, NET 35,770 29,566 96,858 92,206
OTHER 60,647 32,323 133,403 68,246
TOTAL OTHER INCOME 137,676 83,474 373,137 258,803
OTHER EXPENSE:
SALARIES AND EMPLOYEE
BENEFITS 342,482 311,680 965,769 928,261
FEDERAL INSURANCE PREMIUMS 91,128 95,315 276,709 317,178
PROFESSIONAL AND OTHER
OUTSIDE SERVICES 166,497 94,021 326,544 237,894
OCCUPANCY OF PREMISES 70,793 77,354 197,065 204,038
</TABLE>
F-33
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PROVISION FOR (RECOVERY OF)
LOSSES ON REAL ESTATE
OWNED 0 0 0 0
OFFICE SUPPLIES AND RELATED
EXPENSES 35,943 38,153 113,276 102,145
LOCOM ADJUSTMENT ON
PREMISES AND EQUIPMENT 242,000 0 242,000 0
OTHER, NET 292,257 48,012 420,515 131,526
TOTAL OTHER EXPENSES 1,241,100 664,535 2,541,878 1,921,042
INCOME (LOSS) BEFORE
INCOME TAX EXPENSE,
EXTRAORDINARY ITEMS
AND CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING
PRINCIPLE (145,556) 168,475 367,881 582,218
INCOME TAX EXPENSE
(BENEFIT) (657,727) 32,439 (460,207) 178,251
INCOME BEFORE CUMULATIVE
EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 512,171 136,036 828,088 403,967
CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING
PRINCIPLE 0 0 0 27,000
NET INCOME 512,171 $136,036 $ 828,088 $ 430,967
INCOME BEFORE CUMULATIVE
EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE $ 1.04 $ 0.28 $ 1.69 $ 0.84
CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING
PRINCIPLE $ 0.06
NET INCOME 1.04 $ 0.28 $ 1.69 $ 0.90
WEIGHTED AVERAGE SHARES
OUTSTANDING 490,583 481,669 488,800 479,643
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 1996.
F-34
<PAGE>
SENTINEL FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
NET
UNREALIZED
LOSS ON UNEARNED
RETAINED INVESTMENT COMPENSATION
ADDITIONAL EARNINGS- SECURITIES UNEARNED MANAGEMENT TOTAL
COMMON STOCK PAID-IN SUBSTANTIALLY AVAILABLE COMPENSATION RECOGNITION STOCKHOLDERS'
SHARES AMOUNT CAPITAL RESTRICTED FOR SALE ESOP PLANS EQUITY
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JULY 1, 1995 513,423 $5,134 $4,602,678 $6,299,468 ($9,433) ($206,114) ($76,500) $10,615,233
NET INCOME - - - $828,088 - - - 828,088
COMPENSATION RELATED TO
MANAGEMENT RECOGNITION
PLANS - - - - - - $38,250 38,250
COMPENSATION RELATED TO
EMPLOYEE STOCK OWNERSHIP
PLAN - - - - - 33,078 - 33,078
CHANGE IN UNREALIZED
LOSS ON INVESTMENT
SECURITIES-AVAILABLE
FOR SALE, NET OF TAX - - - - $6,805 - - 6,805
------- ------ ---------- ---------- ------- -------- -------- -----------
BALANCE
MARCH 31, 1996 513,423 $5,134 $4,602,678 $7,127,556 ($2,628) ($173,036) ($38,250) $11,521,454
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 1996.
F-35
<PAGE>
SENTINEL FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 31
(Unaudited)
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 828,088 $ 430,967
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
AMORTIZATION OF PREMIUMS AND DISCOUNTS
ON MORTGAGE-RELATED BACKED SECURITIES AND
INVESTMENT SECURITIES, NET 276,777 245,582
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 0 (27,000)
NET LOAN ORIGINATION FEES CAPITALIZED 97,946 15,288
AMORTIZATION OF NET DEFERRED LOAN
ORIGINATION FEES (148,641) (14,384)
GAIN ON SALE OF LOANS HELD FOR SALE, NET (117,262) (12,135)
DEPRECIATION 91,209 86,753
LOCOM ADJUSTMENT ON PREMISES AND EQUIPMENT 242,000 0
AMORTIZATION OF UNEARNED COMPENSATION
EXPENSE RELATED
TO MANAGEMENT RECOGNITION PLANS 38,250 38,250
COMPENSATION EXPENSE RELATED TO ESOP 33,078 0
ORIGINATION OF LOANS HELD FOR SALE (10,180,367) (1,709,668)
PROCEEDS FROM SALE OF LOANS HELD FOR SALE 10,153,402 1,437,478
PROVISION FOR DEFERRED INCOME TAXES 0 0
CHANGES IN:
ACCRUED INTEREST RECEIVABLE 56,405 (40,381)
OTHER ASSETS 109,568 (103,450)
INCOME TAXES PAYABLE (719,081) (8,830)
ACCRUED AND OTHER LIABILITIES (70,973) 5,332
OTHER, NET (37,200) 105,330
NET CASH PROVIDED BY OPERATING ACTIVITIES 653,199 449,132
CASH FLOWS FROM INVESTING ACTIVITIES:
PROCEEDS FROM MATURITIES OF INVESTMENT
SECURITIES 500,000 0
PRINCIPAL COLLECTED ON MORTGAGE-
RELATED SECURITIES 13,238,870 11,491,949
PURCHASES OF MORTGAGE-RELATED SECURITIES 0 (9,999,383)
PRINCIPAL COLLECTED ON LOANS
RECEIVABLE, NET OF LOAN ORIGINATION (196,938) (4,009,647)
PURCHASES OF PREMISES AND EQUIPMENT (320,665) (62,283)
PROCEEDS FROM SALES OF REAL ESTATE OWNED 0 109,882
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 13,221,267 (2,469,482)
</TABLE>
F-36
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
INTEREST CREDITED 3,876,907 3,821,616
PAYMENTS FOR DEPOSITS, NET (4,758,166) (7,585,122)
NET DECREASE IN ADVANCE PAYMENTS BY
BORROWERS FOR TAXES AND INSURANCE (573,514) (334,260)
PROCEEDS FROM ADVANCES FROM FEDERAL
HOME LOAN BANK 24,050,000 45,535,500
REPAYMENTS ON ADVANCES FROM
FEDERAL HOME LOAN BANK (35,900,000) (35,735,500)
PRINCIPAL COLLECTED ON NOTE RECEIVABLE
FROM ESOP 0 22,525
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES (13,304,773) 5,724,759
INCREASE IN CASH AND CASH EQUIVALENTS 569,693 3,704,409
CASH AND CASH EQUIVALENTS:
BEGINNING OF PERIOD 3,748,119 1,824,949
END OF PERIOD $ 4,317,812 $ 5,529,358
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
INCOME TAX PAYMENTS $ 192,653 $ 110,938
INTEREST PAYMENTS $ 3,811,149 $ 3,821,616
LOANS TRANSFERRED TO REAL ESTATE OWNED $ 0 $ 272,192
TRANSFERS OF LOANS RECEIVABLE TO
ASSETS HELD FOR SALE $ 799,991 $ 77,600
SUPPLEMENTAL DISCLOSURES OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
CHANGE IN UNREALIZED LOSS ON
INVESTMENTS $ 10,311 ($18,963)
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 1996.
F-37
<PAGE>
SENTINEL FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization
The Consolidated Financial Statements include the accounts of Sentinel
Financial Corporation (the "Company"), and its wholly-owned subsidiary,
Sentinel Federal Savings and Loan Association of Kansas, (the
"Association"). All significant intercompany accounts and transactions
have been eliminated in consolidation.
The Company was organized on September 29, 1993 for the purpose of serving
as a holding company by acquiring all of the capital stock of the
Association upon its conversion from a mutual to a stock savings and loan.
The Company did not engage in any significant business activities from the
time of its organization (September 29, 1993) through the completion of the
Association's mutual to stock conversion (January 1994) at which time it
acquired all of the capital stock of the Association.
The Company concurrently completed an initial public offering of its common
stock, the proceeds of which were substantially utilized to acquire all the
capital stock issued by the Association in connection with its mutual to
stock conversion.
The conversion of the Association from the mutual to stock form of
organization, which was completed on January 7, 1994, did not result in any
intangible assets, including goodwill. The Company's acquisition of the
Association, which was completed on January 7, 1994, is accounted for at
historical cost, in a manner similar to the "pooling-of- interest" method
of accounting for business combinations. The application of the "pooling-
of-interest" accounting method records the assets and liabilities of the
merged companies on a historical cost basis. Therefore, intangible assets,
including goodwill, were not recorded as a result of this transaction.
The Company's loan to the ESOP is reflected as a reduction of stockholders'
equity and will be reduced as principal repayment of the loan is made. The
loan is to be repaid in seven equal annual installments. The Company is
expected to make discretionary contributions to the ESOP in at least an
amount equal to the principal and interest payments on the associated loan.
Such contributions will be reflected as employee compensation expense.
The restricted stock awards to the management recognition plans is
considered unearned compensation and is deducted from stockholders' equity.
The awards vest ratably over a three year period and will result in a
charge to compensation expense ratably over the vesting period and a
corresponding reduction of the charge against stockholders' equity.
F-38
<PAGE>
2. Basis of Presentation
The Consolidated Balance Sheet as of March 31, 1996, the Consolidated
Statements of Operations for the three and nine month periods ending March
31, 1996 and 1995, and the Consolidated Statements of Cash Flows for the
nine month periods ended March 31, 1996 and 1995 have been prepared by the
Company, without audit, and therefore do not include information or
footnotes necessary for a complete presentation of consolidated financial
condition, results of operations, and cash flows in conformity with
generally accepted accounting principles. It is suggested that these
Consolidated Financial Statements be read in conjunction with the June 30,
1995 Financial Statements and notes thereto included herein. However, in
the opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary for the fair presentation of the consolidated
financial statements have been included. The results of operations for the
nine months ended March 31, 1996 are not necessarily indicative of the
results which may be expected for the entire year.
II. Earnings Per Share
Earnings per share for the period ended March 31, 1996 has been calculated
based on the weighted average number of shares outstanding during the
period.
3. Statement of Financial Accounting Standards No. 114 & No. 118
In October, 1994, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 118, Accounting by
Creditors for Impairment of a Loan-Income Recognition and Disclosures which
became effective for the Association beginning July 1, 1995. This
Statement amends SFAS No. 114, Accounting by Creditors For Impairment of a
Loan, which requires a lender to consider a loan to be impaired if the
lender believes it is probable that it will be unable to collect all
principal and interest due according to the contractual terms of the loan.
If a loan is impaired, the lender will be required to record a loss
valuation allowance equal to the present value of the estimated future cash
flows discounted at the loan's effective rate or based on the loan's
observable market price or the fair value of the collateral if the loan is
collateral dependent. This accounting change significantly changed the
accounting by lenders previously allowed under SFAS No. 15. The imple-
mentation of this Statement had no effect on the Association.
4. Statement of Financial Accounting Standards No. 122
In May 1995, the FASB issued SFAS No. 122, Accounting for Mortgage
Servicing Rights, which will become effective for the Company beginning
July 1, 1996. This statement amends SFAS No. 65, Accounting for Certain
Mortgage Banking Activities, to require that a mortgage banking enterprise
recognize as separate assets rights to service mortgage loans for others,
however those servicing rights are acquired. This statement requires that
a company assess its capitalized mortgage servicing rights for impairment
F-39
<PAGE>
based on the fair value of those rights. Based upon the present status of
the Association's servicing portfolio, management believes that the
implementation of this statement will have minimal effect on the Company.
5. Statement of Financial Accounting Standards No. 123
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation" which requires increased disclosure of compensation expense
arising from both fixed and performance stock compensation plans. Such
expense will be measured as the fair value of the award at the date it is
granted using an option-pricing model that takes into account the exercise
price and expected term of the option, the current price of the underlying
stock and its expected volatility, expected dividends on the stock and the
expected risk-free rate of return during the term of the option. The
compensation cost would be recognized over the service period, usually the
period from the grant date to the vesting date. SFAS No. 123 encourages
rather than requires, companies to adopt a new method that accounts for
stock compensation awards based on their estimated fair value at the date
they are granted. Companies would be permitted, however, to continue
accounting under APB Opinion No. 25 which requires compensation cost for
stock based employee compensation plans be recognized based on the
difference, if any, between the quoted market price of the stock and the
amount an employee must pay to acquire the stock. The Company will
continue to apply APB Opinion No. 25 in its financial statements and will
disclose pro forma net income and earnings per share in a footnote to the
1996 annual report, determined as if the Company applied the new method.
Management has not yet completed its evaluation of the effect this
statement will have on financial statement disclosures.
6. Loans Receivable
As of June 30, 1995, loans totaling approximately $14,000 were on
nonaccrual status and as of March 31, 1996 there were no loans on non-
accrual status. Gross interest income would have been increased by $300 and
$0 as of June 30, 1995 and March 31, 1996, respectively, for nonaccrual
loans. Loans are placed on nonaccrual status when, in the opinion of
management, the full timely collection of principal or interest is in
doubt.
The Association did not engage in any troubled debt restructurings during
the year ended June 30, 1995 or the nine months ended March 31, 1996.
At June 30, 1995 and March 31, 1996, the Association has an allowance for
loan losses of approximately $318,000.
F-40
<PAGE>
APPENDIX I
------------------------
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
by and among
ROOSEVELT FINANCIAL GROUP, INC.,
ROOSEVELT BANK,
SENTINEL FINANCIAL CORPORATION
and
SENTINEL FEDERAL SAVINGS AND LOAN ASSOCIATION OF KANSAS CITY
------------------------
----------------
MARCH 22, 1996
----------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<C> <S> <C>
RECITALS ............................................................ 1
ARTICLE I. THE MERGER AND RELATED MATTERS.............................. 1
1.1 Merger; Resulting Institution.............................. 1
1.2 Effective Time of the Merger................................ 2
1.3 Company Merger.............................................. 2
1.4 Closing..................................................... 6
1.5 Reservation of Right to Revise Transaction.................. 6
ARTICLE II. REPRESENTATIONS, WARRANTIES AND COVENANTS OF
SENTINEL FINANCIAL AND SENTINEL FEDERAL..................... 6
2.1 Organization and Authority.................................. 6
2.2 Subsidiaries................................................ 7
2.3 Capitalization.............................................. 7
2.4 Authorization............................................... 8
2.5 Sentinel Financial Statements............................... 9
2.6 Sentinel Reports............................................ 9
2.7 Properties and Leases....................................... 9
2.8 Taxes....................................................... 10
2.9 Material Adverse Change..................................... 10
2.10 Commitments and Contracts................................... 11
2.11 Litigation and Other Proceedings............................ 12
2.12 Insurance................................................... 12
2.13 Compliance with Laws........................................ 12
2.14 Labor....................................................... 14
2.15 Material Interests of Certain Persons....................... 14
2.16 Allowance for Loan Losses; Nonperforming Assets............. 14
2.17 Employee Benefit Plans...................................... 15
2.18 Conduct to Date............................................. 17
2.19 Prospectus/Proxy Statement, etc............................. 17
2.20 Registration Obligations.................................... 18
2.21 Takeover Provisions Not Applicable.......................... 18
2.22 Regulatory, Tax and Accounting Matters...................... 18
2.23 Brokers and Finders......................................... 18
2.24 Community Reinvestment Act Compliance....................... 19
2.25 Fairness Opinion............................................ 19
ARTICLE III. REPRESENTATIONS, WARRANTIES AND COVENANTS OF
ROOSEVELT FINANCIAL AND ROOSEVELT BANK...................... 19
3.1 Organization and Authority.................................. 19
3.2 Capitalization of Roosevelt Financial....................... 19
3.3 Authorization............................................... 20
3.4 Roosevelt Financial Statements.............................. 21
3.5 Roosevelt Reports........................................... 21
3.6 Material Adverse Change..................................... 21
3.7 Litigation and Other Proceedings............................ 22
3.8 Compliance with Laws........................................ 22
3.9 Registration Statement, etc................................. 23
3.10 Brokers and Finders......................................... 24
3.11 Community Reinvestment Act Compliance....................... 24
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
ARTICLE IV. CONDUCT OF BUSINESSES PRIOR TO THE EFFECTIVE TIME........... 24
4.1 Conduct of Businesses Prior to the Effective Time........... 24
4.2 Forbearances................................................ 24
ARTICLE V. ADDITIONAL AGREEMENTS....................................... 26
5.1 Access and Information...................................... 26
5.2 Registration Statement; Regulatory Matters.................. 27
5.3 Stockholder Approval........................................ 27
5.4 Current Information......................................... 28
5.5 Agreements of Affiliates.................................... 28
5.6 Expenses.................................................... 28
5.7 Miscellaneous Agreements and Consents....................... 28
5.8 Employee Agreements and Benefits............................ 29
5.9 Press Releases.............................................. 32
5.10 D&O Indemnification and Insurance........................... 32
5.11 Third Parties............................................... 32
5.12 Schedule 13D or 13G Filings................................. 32
5.13 Dissenting Shareholders' Appraisal Rights................... 33
5.14 Reservation of Shares....................................... 33
5.15 Nasdaq Listing.............................................. 33
5.16 Assistance with Third-Party Agreements...................... 33
5.17 Notices and Communications.................................. 33
5.18 Insurance Policies Assignment............................... 33
ARTICLE VI. CONDITIONS.................................................. 34
6.1 Conditions to Each Party's Obligation to Effect the Merger.. 34
6.2 Conditions to Obligations of Sentinel Financial and
Sentinel Federal to Effect the Merger....................... 35
6.3 Conditions to Obligations of Roosevelt Financial and
Roosevelt Bank to Effect the Merger......................... 36
ARTICLE VII. TERMINATION, AMENDMENT AND WAIVER........................... 37
7.1 Termination................................................. 37
7.2 Effect of Termination....................................... 37
7.3 Amendment................................................... 38
7.4 Severability................................................ 39
7.5 Waiver...................................................... 39
ARTICLE VIII. GENERAL PROVISIONS.......................................... 39
8.1 Non-Survival of Representations, Warranties and Agreements.. 39
8.2 Notices..................................................... 39
8.3 Miscellaneous............................................... 40
</TABLE>
Exhibit A - Form of Voting Agreement (intentionally omitted)
Exhibit B - Subsidiary Agreement and Plan of Merger (intentionally omitted)
ii
<PAGE>
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
-----------------------------------------------
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this "Agreement"),
dated March 22, 1996, is by and among ROOSEVELT FINANCIAL GROUP, INC., a
Delaware corporation ("Roosevelt Financial"), ROOSEVELT BANK, a federally
chartered savings bank and a wholly owned subsidiary of Roosevelt Financial
("Roosevelt Bank"), SENTINEL FINANCIAL CORPORATION, a Delaware corporation
("Sentinel Financial"), and SENTINEL FEDERAL SAVINGS AND LOAN ASSOCIATION OF
KANSAS CITY, a federally chartered savings association and a wholly owned
subsidiary of Sentinel Financial ("Sentinel Federal").
A. Roosevelt Financial, Roosevelt Bank, Sentinel Financial and Sentinel
Federal wish to provide for the terms and conditions of the following described
business combination in which Sentinel Financial will be merged with Roosevelt
Financial (the "Company Merger"), followed immediately by the merger of Sentinel
Federal with Roosevelt Bank (the "Bank Merger") pursuant to the Subsidiary
Agreement and Plan of Merger, attached hereto as Exhibit B (the "Subsidiary
Merger Agreement"). The surviving entity of the Bank Merger shall sometimes be
referred to herein as the "Surviving Bank." The Company Merger and the Bank
Merger are collectively referred to herein as the "Merger."
B. For federal income tax purposes, it is intended that the Company
Merger shall qualify as a reorganization within the meaning of Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), the
Bank Merger shall qualify as a reorganization within the meaning of Section
368(a)(1)(A) or (D) of the Code and this Agreement shall constitute a plan of
reorganization pursuant to Section 368 of the Code.
C. For accounting purposes, it is intended that the Merger shall be
accounted for as a pooling of interests.
D . The parties hereto desire to make certain representations, warranties,
covenants and agreements in connection with the Merger and also to prescribe
various conditions to the Merger.
E. Concurrently with the execution and delivery of this Agreement, and as
a condition and inducement to Roosevelt Financial's willingness to enter into
this Agreement, Roosevelt Financial and each of the directors of Sentinel
Financial have entered into voting agreements in the form attached hereto as
Exhibit A (the "Voting Agreements").
Accordingly, and in consideration of the representations, warranties,
covenants, agreements and conditions herein contained, the parties hereto agree
as follows:
ARTICLE I
THE MERGER AND RELATED MATTERS
1.1 Merger; Resulting Institution. Subject to the terms and conditions of
-----------------------------
this Agreement, and pursuant to the provisions of the Delaware General
Corporation Law (the "DGCL"), the Federal Deposit Insurance Act (the "FDIA"),
the Home Owners' Loan Act (the "HOLA") and the rules and regulations promulgated
under the HOLA (the "Thrift Regulations"), (a) at the Effective Time (as
hereinafter defined), Sentinel Financial shall be merged with and into Roosevelt
Financial pursuant to the
1
<PAGE>
terms and conditions set forth herein and (b) thereafter, at the Bank Merger
Effective Time (as hereinafter defined), Sentinel Federal shall be merged with
Roosevelt Bank pursuant to the terms and conditions set forth in the Subsidiary
Merger Agreement. Upon the consummation of the Company Merger, the separate
corporate existence of Sentinel Financial shall cease and Roosevelt Financial
shall continue as the surviving corporation. The name of Roosevelt Financial,
as the resulting institution of the Company Merger shall remain "Roosevelt
Financial Group, Inc." From and after the Effective Time, Roosevelt Financial,
as the surviving corporation of the Company Merger, shall possess all of the
properties and rights and be subject to all of the liabilities and obligations
of Roosevelt Financial and Sentinel Financial, all as more fully described in
the DGCL. The Bank Merger will be consummated pursuant to the terms and
conditions set forth in the Subsidiary Merger Agreement.
1.2 Effective Time of the Merger. As soon as practicable after each of
----------------------------
the conditions set forth in Article 6 hereof have been satisfied or waived, the
parties will file, or cause to be filed, with the Secretary of State of the
State of Delaware and the Office of Thrift Supervision (the "OTS") such
certificates of merger, articles of combination and other documents as they may
deem necessary or appropriate for the Company Merger and the Bank Merger, which
certificates of merger, articles of combination and other documents shall in
each case be in the form required by and executed in accordance with the
applicable provisions of the DGCL and the Thrift Regulations, respectively. The
Company Merger shall become effective at the time the certificate of merger for
such merger is filed with the Secretary of State of the State of Delaware (the
"Effective Time"), which, if practicable, shall be on the same day as the
Closing (as defined in Section 1.4 hereof) or at such other date and time as may
be agreed to by the parties and specified in the certificate of merger in
accordance with applicable law. The Bank Merger shall become effective at the
time the articles of combination for such merger are endorsed by the Secretary
of the OTS pursuant to the Thrift Regulations (the "Bank Merger Effective
Time"). The parties shall cause the Company Merger to become effective
immediately prior to the Bank Merger.
1.3 Company Merger.
--------------
(a) Conversion of Sentinel Financial Common Stock. At the Effective
---------------------------------------------
Time:
(i) Each share of common stock of Sentinel Financial, $.01 par
value per share (the "Sentinel Financial Common Stock"), issued and
outstanding immediately prior thereto (except for Dissenting Shares,
if applicable, as defined in Section 1.3(c) hereof) shall, by virtue
of the Company Merger and without any action on the part of the holder
thereof, but subject to Section 1.3(e) hereof, be converted into the
right to receive from Roosevelt Financial 1.4231 shares (the "Exchange
Ratio") of common stock of Roosevelt Financial, par value $.01 per
share ("Roosevelt Financial Common Stock"). The foregoing sentence
notwithstanding:
(A) if the weighted average sale price of all Roosevelt
Financial Common Stock traded on the Nasdaq National Market during
the ten trading days ending on the date that is three trading days
prior to the Closing Date (the "Average Pre-Closing Trading
Price") is less than $15.83 per share (the "Minimum Average
Price"), the Exchange Ratio shall be equal to $22.525 divided by
the Average Pre-Closing Trading Price; and
(B) if the Average Pre-Closing Trading Price is greater
than $21.42 per share (the "Maximum Average Price"), the Exchange
Ratio shall be equal to $30.475 divided by the Average Pre-Closing
Trading Price.
2
<PAGE>
In the event, subsequent to the date of this Agreement but prior
to the Effective Time, of a reclassification, recapitalization, stock
dividend, stock split or reverse stock split with respect to the
outstanding shares of Roosevelt Financial Common Stock, a conversion of
the outstanding shares of Roosevelt Financial Common Stock into other
securities, or the establishment of a date during such period as the
record date for determining holders of Roosevelt Financial Common Stock
with respect to any of the foregoing, then the Exchange Ratio, the
Minimum Average Price and/or the Maximum Average Price, as appropriate,
shall be appropriately adjusted.
Notwithstanding any other provision of this Agreement, any shares
of Sentinel Financial Common Stock issued and outstanding immediately
prior to the Effective Time which are then owned beneficially or of
record by Roosevelt Financial, Roosevelt Bank, Sentinel Financial,
Sentinel Federal or by any direct or indirect Subsidiary (as
hereinafter defined) of any of them or held in the treasury of Sentinel
Financial (other than any shares of Sentinel Financial Common Stock
held (A) directly or indirectly in trust accounts, managed accounts and
the like, or otherwise held in a fiduciary capacity, that are
beneficially owned by third parties or (B) in respect of a debt
previously contracted) shall, by virtue of the Company Merger, be
canceled without payment of any consideration therefor and without any
conversion thereof.
(ii) Each share of Roosevelt Financial Common Stock issued and
outstanding or held in treasury immediately prior to the Effective
Time shall remain issued and outstanding or held in treasury and
continue to be an identical issued and outstanding or treasury share
of Roosevelt Financial Common Stock after the Effective Time.
(iii) The holders of certificates representing shares of Sentinel
Financial Common Stock shall cease to have any rights as stockholders
of Sentinel Financial, except such rights, if any, as they may have
pursuant to the DGCL. Except as provided above, until certificates
representing shares of Sentinel Financial Common Stock are surrendered
for exchange, each such certificate shall, after the Effective Time,
represent for all purposes only the right to receive the number of
whole shares of Roosevelt Financial Common Stock into which their
shares of Sentinel Financial Common Stock shall have been converted by
the Company Merger as provided above and the right to receive the cash
value of any fraction of a share of Roosevelt Financial Common Stock
as provided below (collectively, the "Merger Consideration").
(b) Reservation of Shares. Prior to the Effective Time, the Board of
---------------------
Directors of Roosevelt Financial shall reserve for issuance a sufficient
number of shares of Roosevelt Financial Common Stock for the purpose of
issuing its shares to Sentinel Financial's stockholders in accordance
herewith.
(c) Dissenting Shares. Any shares of Sentinel Financial Common
-----------------
Stock held by a holder who shall not have voted such shares in favor of the
Company Merger and who shall have complied with the applicable procedures
of Section 262 of the DGCL (if applicable) and becomes entitled to obtain
payment for the appraised value of such shares pursuant to Section 262 of
the DGCL (if applicable) shall be herein called "Dissenting Shares."
Notwithstanding any other provision of this Agreement, any Dissenting
Shares shall not, after the Effective Time, be entitled to vote for any
purpose or receive any dividends or other distributions and shall be
entitled only to such rights as are afforded in respect of Dissenting
Shares pursuant to the DGCL. All
3
<PAGE>
payments in respect of Dissenting Shares shall be from funds of Roosevelt
Financial and not from the acquired assets of Sentinel Financial.
(d) Exchange of Sentinel Financial Common Stock
-------------------------------------------
(i) As soon as reasonably practicable after the Effective Time,
but in no event later than ten days after the Effective Time, holders
of record of certificates formerly representing shares of Sentinel
Financial Common Stock (the "Certificates") shall be instructed to
tender such Certificates to an independent exchange agent to be
selected by Roosevelt Financial (the "Exchange Agent") pursuant to a
letter of transmittal that Roosevelt Financial shall deliver or cause
to be delivered to such holders. Such letter of transmittal shall
specify that risk of loss and title to Certificates shall pass only
upon acceptance of such Certificates by the Exchange Agent.
(ii) After the Effective Time, each holder of a Certificate that
surrenders such Certificate to the Exchange Agent will, upon
acceptance thereof by the Exchange Agent, be entitled to the Merger
Consideration payable in respect of the shares represented thereby.
(iii) The Exchange Agent shall accept Certificates upon compliance
with such reasonable terms and conditions as Roosevelt Financial or
the Exchange Agent may impose to effect an orderly exchange thereof in
accordance with customary exchange practices. Certificates shall be
appropriately endorsed or accompanied by such instruments of transfer
as Roosevelt Financial or the Exchange Agent may reasonably require.
(iv) Each outstanding Certificate, other than those representing
Dissenting Shares, shall, until duly surrendered to Roosevelt
Financial or the Exchange Agent, be deemed to evidence the right to
receive the Merger Consideration.
(v) After the Effective Time, holders of Certificates shall
cease to have rights with respect to the Sentinel Financial Common
Stock previously represented by such Certificates, and their sole
rights (other than the holders of Certificates representing Dissenting
Shares) shall be to exchange such Certificates for the Merger
Consideration. After the Effective Time, there shall be no further
transfer on the records of Sentinel Financial of Certificates, and if
such Certificates are presented to Sentinel Financial for transfer,
they shall be canceled against delivery of the Merger Consideration.
Roosevelt Financial shall not be obligated to deliver the Merger
Consideration to any holder of Sentinel Financial Common Stock until
such holder surrenders the Certificates as provided herein. No
dividends declared will be remitted to any person entitled to receive
Roosevelt Financial Common Stock under this Agreement until such
person surrenders the Certificate representing the right to receive
such Roosevelt Financial Common Stock, at which time such dividends
shall be remitted to such person, without interest and less any taxes
that may have been imposed thereon. Certificates surrendered for
exchange by any person constituting an "affiliate" of Sentinel
Financial for purposes of Rule 145 under the Securities Act of 1933
and the rules and regulations thereunder (the "Securities Act") shall
not be exchanged for certificates representing Roosevelt Financial
Common Stock until Roosevelt Financial has received a written
agreement from such person as specified in Section 5.5. Neither the
Exchange Agent nor any party to this Agreement nor any affiliate
thereof shall be liable to any holder of Sentinel Financial Common
Stock
4
<PAGE>
represented by any Certificate for any consideration paid to a public
official pursuant to applicable abandoned property, escheat or similar
laws. Roosevelt Financial and the Exchange Agent shall be entitled to
rely upon the stock transfer books of Sentinel Financial to establish
the identity of those persons entitled to receive consideration
specified in this Agreement, which books shall be conclusive with
respect thereto. In the event of a dispute with respect to ownership
of stock represented by any Certificate, Roosevelt Financial and the
Exchange Agent shall be entitled to deposit any consideration in
respect thereof in escrow with an independent third party and
thereafter be relieved with respect to any claims thereto.
(e) No Fractional Shares. Notwithstanding any other provision of this
--------------------
Agreement, neither certificates nor scrip for fractional shares of
Roosevelt Financial Common Stock shall be issued in the Company Merger.
Each holder who otherwise would have been entitled to a fraction of a share
of Roosevelt Financial Common Stock shall receive in lieu thereof cash
(without interest) in an amount determined by multiplying the fractional
share interest to which such holder would otherwise be entitled by the
Roosevelt Share Price on the last business day preceding the Effective
Time. The "Roosevelt Share Price" shall mean the closing sale price of one
share of Roosevelt Financial Common Stock as reported on the Nasdaq
National Market. No such holder shall be entitled to dividends, voting
rights or any other rights in respect of any fractional shares interest.
(f) Stock Options. The Sentinel Financial Corporation 1994 Stock
-------------
Option Plan and all amendments thereto included in Schedule 2.3 (the
"Sentinel Financial Option Plan") and each option granted thereunder
outstanding on the date hereof (including options granted to the non-
employee directors of Sentinel Financial pursuant to any amendment of the
Sentinel Financial Option Plan), included in Schedule 2.3, and remaining
outstanding immediately prior to the Effective Time shall, at the Effective
Time, be assumed by Roosevelt Financial and each such option shall be
converted automatically into an option to purchase shares of Roosevelt
Financial Common Stock in an amount and at an exercise price determined as
provided below (and otherwise subject to the terms of the Sentinel
Financial Option Plan):
(i) The number of shares of Roosevelt Financial Common Stock to
be subject to the new option shall be equal to the product of the
number of shares of Sentinel Financial Common Stock subject to the
original option and the Exchange Ratio, provided that any fractional
shares of Roosevelt Financial Common Stock resulting from such
multiplication shall be rounded to the nearest share; and
(ii) The exercise price per share of Roosevelt Financial Common
Stock under the new option shall be equal to the exercise price per
share of Sentinel Financial Common Stock under the original option
divided by the Exchange Ratio, provided that such exercise price shall
be rounded to the nearest cent.
The adjustment provided herein with respect to any options which are
"incentive stock options" (as defined in Section 422 of the Code) shall be
and is intended to be effected in a manner which is consistent with Section
424(a) of the Code. The duration and other terms of the new option shall be
the same as the original option, except that all references to Sentinel
Financial shall be deemed to be references to Roosevelt Financial.
(g) Certificate of Incorporation and Bylaws of the Surviving
--------------------------------------------------------
Corporation. The Certificate of Incorporation and bylaws of Roosevelt
-----------
Financial, as in effect immediately prior to
5
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the Effective Time, shall be the Certificate of Incorporation and bylaws of
Roosevelt Financial, as the surviving corporation of the Company Merger,
until either is thereafter amended in accordance with applicable law.
(h) Directors and Officers of the Surviving Corporation. The
---------------------------------------------------
directors and officers of Roosevelt Financial immediately prior to the
Effective Time shall be the directors and officers of Roosevelt Financial,
as the surviving corporation of the Company Merger, until their respective
successors shall be duly elected and qualified or otherwise duly selected.
1.4 Closing. Subject to the provisions of Article 6 hereof, the closing
-------
of the transactions contemplated by this Agreement (the "Closing") shall take
place as soon as practicable after satisfaction or waiver of all of the
conditions to Closing, and shall occur no later than 10:00 a.m. on the last
business day of the first calendar month following the satisfaction of all of
the conditions to Closing, at the executive offices of Roosevelt Financial or at
such other date, time and location as is mutually agreed to by Roosevelt
Financial and Sentinel Financial. The date on which the Closing actually occurs
is herein referred to as the "Closing Date".
1.5 Reservation of Right to Revise Transaction. Roosevelt Financial shall
------------------------------------------
have the unilateral right to change the method of effecting the Merger
(including without limitation the provisions of this Article I), to the extent
permitted by applicable law and to the extent it deems such change to be
desirable, provided, however, that no such change shall (a) alter or change the
amount or kind of the Merger Consideration or the treatment of stock options as
set forth in Section 1.3(f) and shares subject to forfeiture restrictions as set
forth in Section 5.8(b) hereof, (b) diminish the benefits to be received by the
directors, officers or employees of Sentinel Financial and Sentinel Federal as
set forth in this Agreement or in any other agreements between the parties made
in connection with this Agreement, (c) materially impede or delay the
consummation of the Company Merger or (d) adversely affect the tax treatment of
Sentinel Financial stockholders as a result of receiving the Merger
Consideration. Roosevelt may exercise this right of revision by giving written
notice thereof in the manner provided in Section 8.2 of this Agreement.
Roosevelt Financial may make, and Sentinel Financial's Board of Director's shall
approve and its duly authorized representative shall execute, such amendments as
are permitted by this Section 1.5.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF SENTINEL FINANCIAL AND SENTINEL FEDERAL
Sentinel Financial and Sentinel Federal represent and warrant to and
covenant with Roosevelt Financial and Roosevelt Bank as follows:
2.1 Organization and Authority. Sentinel Financial is a corporation duly
--------------------------
organized, validly existing and in good standing under the laws of the State of
Delaware, is duly qualified to do business and is in good standing in all
jurisdictions where its ownership or leasing of property or the conduct of its
business requires it to be so qualified, except where the failure to be so
qualified would not have a material adverse effect on the financial condition,
assets, deposit liabilities, results of operations or business (collectively,
the "Condition") of Sentinel Financial and the Sentinel Financial Subsidiaries,
taken as a whole, and has the corporate power and authority to own its
properties and assets and to carry on its business as it is now being conducted.
The term "Subsidiary" when used with respect to any party means any entity
(including without limitation any corporation, partnership, joint venture or
other organization, whether incorporated or unincorporated) which is
consolidated with such party
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for financial reporting purposes. Sentinel Financial is registered as a savings
and loan holding company with the OTS under the HOLA. True and complete copies
of the Certificate of Incorporation and Bylaws of Sentinel Financial and of the
Charter and Bylaws of Sentinel Federal, each as in effect on the date of this
Agreement, are set forth in Schedule 2.1 hereto.
2.2 Subsidiaries. Set forth in Schedule 2.2 is a complete and correct
------------
list of all Subsidiaries of Sentinel Financial (each a "Sentinel Financial
Subsidiary" and collectively the "Sentinel Financial Subsidiaries"). Other than
the Sentinel Financial Subsidiaries, there are no entities in which Sentinel
Financial has a five percent or greater direct or indirect equity or ownership
interest. All outstanding Equity Securities (as defined in Section 2.3) of each
Sentinel Financial Subsidiary, except as set forth on Schedule 2.2, are owned
directly or indirectly by Sentinel Financial. Except as set forth on Schedule
2.2, all of the outstanding shares of capital stock of the Sentinel Financial
Subsidiaries are validly issued, fully paid and nonassessable and are owned
directly or indirectly by Sentinel Financial free and clear of any lien, claim,
charge, option, encumbrance, agreement, mortgage, pledge, security interest or
restriction (each a "Lien") with respect thereto. Each of the Sentinel
Financial Subsidiaries is a corporation, savings association, or other entity
duly incorporated or organized, validly existing, and in good standing under the
laws of its jurisdiction of incorporation or organization, and has the corporate
power and authority to own or lease its properties and assets and to carry on
its business as it is now being conducted. Each of the Sentinel Financial
Subsidiaries is duly qualified to do business in each jurisdiction where its
ownership or leasing of property or the conduct of its business requires it so
to be qualified, except where the failure to be so qualified, individually or in
the aggregate, would not have a material adverse effect on the Condition of
Sentinel Financial and the Sentinel Financial Subsidiaries, taken as a whole.
Except as set forth on Schedule 2.2 and except for shares of stock of the
Federal Home Loan Bank of Des Moines (the "FHL Bank"), Sentinel Financial does
not own beneficially, directly or indirectly, any shares of any class of Equity
Securities or similar interests of any corporation, bank, business trust,
association or similar organization. Sentinel Federal is a federally chartered
stock savings association. The deposits of Sentinel Federal are insured up to
applicable limits by the Savings Association Insurance Fund ("SAIF") of the
Federal Deposit Insurance Corporation (the "FDIC"). Sentinel Federal is a
member of the FHL Bank. Sentinel Federal is a "domestic building and loan
association" as defined in Section 7701(a)(19) of the Code. Except as set forth
on Schedule 2.2, neither Sentinel Financial nor any Sentinel Financial
Subsidiary holds any interest in a partnership or joint venture of any kind.
2.3 Capitalization. The authorized capital stock of Sentinel Financial
--------------
consists of (i) 2,000,000 shares of Sentinel Financial Common Stock, of which,
as of the date hereof, 513,423 shares are issued and outstanding (exclusive of
shares that are held in the treasury of Sentinel Financial and not subject to
conversion pursuant to Section 1.3(a)(i) hereof) and (ii) 500,000 shares of
preferred stock, $.01 par value per share, of which none are issued or
outstanding. As of the date hereof, Sentinel Financial had reserved 51,342
shares of Sentinel Financial Common Stock for issuance under the Sentinel
Financial Option Plan, pursuant to which options covering 48,453 shares of
Sentinel Financial Common Stock are outstanding as of the date hereof (including
6,000 options granted to non-employee directors of Sentinel Financial on October
18, 1995). Schedule 2.3 includes a copy of the Sentinel Financial Option Plan,
each form of agreement entered into by Sentinel Financial with respect thereto
and a list of the names of all optionees and the numbers of shares, exercise
prices and vesting and expiration dates of their respective options. Since June
30, 1995, no Equity Securities of Sentinel Financial have been issued, other
than shares of Sentinel Financial Common Stock which may have been issued
pursuant to the Sentinel Financial Option Plan. Except as set forth above,
there are no other Equity Securities of Sentinel Financial outstanding. "Equity
Securities" of an issuer means capital stock or other equity securities of such
issuer, options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible
into, shares of any capital stock or other equity securities of such issuer, or
contracts, commitments, understandings or arrangements by which such issuer is
or may become bound
7
<PAGE>
to issue additional shares of its capital stock or other equity securities of
such issuer, or options, warrants, scrip or rights to purchase, acquire,
subscribe to, calls on or commitments for any shares of its capital stock or
other equity securities. All of the issued and outstanding shares of Sentinel
Financial Common Stock are validly issued, fully paid, and nonassessable, and
have not been issued in violation of any preemptive right of any stockholder of
Sentinel Financial.
2.4 Authorization.
-------------
(a) Sentinel Financial and Sentinel Federal have the corporate power
and authority to enter into this Agreement and, subject to the approval of
this Agreement by the stockholders of Sentinel Financial, to carry out
their obligations hereunder. The only stockholder vote required for
Sentinel Financial to approve this Agreement is the affirmative vote of the
holders of at least a majority of the outstanding shares of Sentinel
Financial Common Stock entitled to vote thereon. The execution, delivery
and performance of this Agreement by Sentinel Financial and Sentinel
Federal and the consummation by Sentinel Financial and Sentinel Federal of
the transactions contemplated hereby have been duly authorized by the
Boards of Directors of Sentinel Financial and Sentinel Federal. Subject to
the approval of Sentinel Financial's stockholders and subject to the
receipt of such approvals of Regulatory Authorities (as defined in Section
2.6) as may be required by statute or regulation, this Agreement is a valid
and binding obligation of Sentinel Financial and Sentinel Federal
enforceable against Sentinel Financial and Sentinel Federal in accordance
with its terms, subject as to enforcement to bankruptcy, insolvency and
other similar laws of general applicability affecting creditors' rights and
to general equity principles.
(b) Neither the execution, delivery or performance by Sentinel
Financial and Sentinel Federal of this Agreement, nor the consummation by
Sentinel Financial and Sentinel Federal of the transactions contemplated
hereby, nor compliance by Sentinel Financial and Sentinel Federal with any
of the provisions hereof, will (i) violate or conflict with any term,
condition or provision of its certificate of incorporation, charter or
bylaws, (ii) violate, conflict with, or result in a breach of any
provisions of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or result in a
right of termination or acceleration of, or result in the creation of any
Lien upon any of the properties or assets of Sentinel Financial or any
Sentinel Financial Subsidiary under any of the terms, conditions or
provisions of, any note, bond, mortgage, indenture, deed of trust, license,
lease, agreement or other instrument or obligation to which Sentinel
Financial or any Sentinel Financial Subsidiary is a party or by which it
may be bound, or to which Sentinel Financial or any Sentinel Financial
Subsidiary or any of their properties or assets may be subject, or (iii)
subject to compliance with the statutes and regulations referred to in
subsection (c) of this Section 2.4, to the best knowledge of Sentinel
Financial and of each Sentinel Financial Subsidiary (collectively, the
"Best Knowledge of Sentinel"), violate any judgment, ruling, order, writ,
injunction, decree, statute, rule or regulation applicable to Sentinel
Financial or any Sentinel Financial Subsidiary or any of their respective
material properties or assets.
(c) Other than in connection or in compliance with the provisions of
the DGCL, the Securities Act, the Securities Exchange Act of 1934 and the
rules and regulations thereunder (the "Exchange Act"), the securities or
blue sky laws of the various states or filings, consents, reviews,
authorizations, approvals or exemptions required under the Savings and Loan
Holding Company Act (the "Holding Company Act"), the FDIA, the HOLA, the
Thrift Regulations, the Bank Merger Act (the "BMA") and the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), no notice to,
filing with, exemption or review by, or authorization, consent or approval
of,
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<PAGE>
any public body or authority is necessary on the part of Sentinel Financial
or Sentinel Federal for the consummation by them of the transactions
contemplated by this Agreement.
2.5 Sentinel Financial Statements. The consolidated balance sheets of
-----------------------------
Sentinel Financial and the Sentinel Financial Subsidiaries as of June 30, 1995
and 1994 and the related consolidated statements of income, cash flows and
changes in stockholders' equity for each of the three years in the three-year
period ended June 30, 1995, together with the notes thereto, audited by Deloitte
& Touche LLP and included in Sentinel Financial's annual report on Form 10-KSB
for the year ended June 30, 1995 as filed with the Securities and Exchange
Commission (the "SEC"), and the unaudited consolidated condensed balance sheets
of Sentinel Financial and the Sentinel Financial Subsidiaries as of September 30
and December 31, 1995, and the related unaudited consolidated condensed
statements of income and cash flows for the periods then ended, included in
Sentinel Financial's quarterly reports on Form 10-QSB for the periods then ended
(each, a "Sentinel Financial Form 10-QSB") as filed with the SEC (collectively,
the "Sentinel Financial Statements"), have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis ("GAAP")
(except for the omission of notes to unaudited statements and except for the
adoption of FASB 115 for the year ended June 30, 1994), present fairly the
consolidated financial position of Sentinel Financial and the Sentinel Financial
Subsidiaries at such dates, and the consolidated results of operations, cash
flows and changes in stockholders' equity of Sentinel Financial and the Sentinel
Financial Subsidiaries for the periods stated therein and are derived from the
books and records of Sentinel Financial and the Sentinel Financial Subsidiaries,
which are complete and accurate in all material respects and have been
maintained in accordance with good business practices. Neither Sentinel
Financial nor any of the Sentinel Financial Subsidiaries has any material
contingent liabilities that are not described in the financial statements
described above.
2.6 Sentinel Reports. Since June 30, 1995, each of Sentinel Financial and
----------------
the Sentinel Financial Subsidiaries has filed all material reports,
registrations and statements, together with any required material amendments
thereto, including, but not limited to, Forms 10-KSB (including Sentinel
Financial's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1995), Forms 10-QSB, Forms 8-K and proxy statements, that it was required to
file with (i) the SEC, (ii) the OTS, (iii) the FHL Bank and the Federal Home
Loan Bank System, (iv) the FDIC and (v) any other federal, state, municipal,
local or foreign government, securities, banking, savings and loan, insurance
and other governmental or regulatory authority and the agencies and staffs
thereof (the entities in the foregoing clauses (i) through (v) being referred to
herein collectively as the "Regulatory Authorities" and individually as a
"Regulatory Authority"). All such reports and statements filed with any such
Regulatory Authority are collectively referred to herein as the "Sentinel
Reports." As of its respective date, each Sentinel Report complied in all
material respects with all of the rules and regulations promulgated by the
applicable Regulatory Authority and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.
2.7 Properties and Leases. Except (i) as may be reflected in the Sentinel
---------------------
Financial Statements, (ii) any Lien for current taxes not yet delinquent and
(iii) with respect to assets classified as real estate owned, Sentinel Financial
and the Sentinel Financial Subsidiaries have good title free and clear of any
material Lien to all the real and personal property reflected in Sentinel
Financial's consolidated balance sheet as of December 31, 1995 included in the
most recent Sentinel Financial Form 10-QSB and, in each case, all real and
personal property acquired since such date, except such real and personal
property as has been disposed of in the ordinary course of business. All leases
material to Sentinel Financial or any Sentinel Financial Subsidiary, pursuant to
which Sentinel Financial or the Sentinel Financial Subsidiary is a lessee or
lessor of real or personal property, are valid and effective in accordance with
their respective terms, and there is not, under any of such leases, any material
existing default by
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Sentinel Financial or any Sentinel Financial Subsidiary or any event which, with
notice or lapse of time or both, would constitute a material default by Sentinel
Financial or any Sentinel Financial Subsidiary. Substantially all of Sentinel
Financial's and the Sentinel Financial Subsidiaries' buildings, structures and
equipment in regular use are in good and serviceable condition, normal wear and
tear excepted. To the Best Knowledge of Sentinel, none of the buildings,
structures and equipment of Sentinel Financial or any Sentinel Financial
Subsidiary violates or fails to comply in any material respect with any
applicable health, fire, environmental, safety, zoning or building laws or
ordinances or any restrictive covenant pertaining thereto.
2.8 Taxes. Except as set forth on Schedule 2.8, Sentinel Financial and
-----
each Sentinel Financial Subsidiary have timely filed or will timely (including
extensions) file all tax returns and reports required to be filed at or prior to
the Closing Date ("Sentinel Financial Returns"). Each of Sentinel Financial and
the Sentinel Financial Subsidiaries has paid, or set up adequate reserves on the
Sentinel Financial Statements for the payment of, all taxes required to be paid
in respect of the periods covered by such returns and reports. To the Best
Knowledge of Sentinel, neither Sentinel Financial nor any Sentinel Financial
Subsidiary will have any liability material to the Condition of Sentinel
Financial and the Sentinel Financial Subsidiaries, taken as a whole, for any
such taxes in excess of the amounts so paid or reserves so established and no
deficiencies for any tax, assessment or governmental charge have been proposed,
asserted or assessed (tentatively or definitely) against any of Sentinel
Financial or any Sentinel Financial Subsidiary which would not be covered by
existing reserves. Except as set forth on Schedule 2.8, neither Sentinel
Financial nor any Sentinel Financial Subsidiary is delinquent in the payment of
any tax, assessment or governmental charge, nor has it requested any extension
of time within which to file any tax returns in respect of any fiscal year which
have not since been filed and no requests for waivers of the time to assess any
tax are pending. No federal and state income tax returns of Sentinel Financial
and the Sentinel Financial Subsidiaries have been audited by the Internal
Revenue Service (the "IRS") or appropriate state tax authorities for the five
most recent full calendar years. There is no deficiency or refund litigation or
matter in controversy with respect to Sentinel Financial's Returns. Except as
set forth on Schedule 2.8, neither Sentinel Financial nor any Sentinel Financial
Subsidiary (i) has extended or waived any statute of limitations on the
assessment of any tax due; (ii) is a party to any agreement providing for the
allocation or sharing of taxes (other than the allocation of federal income
taxes as provided by regulation 1.1552-1(a)(1) under the Code); (iii) is
required to include in income any adjustment pursuant to Section 481(a) of the
Code, by reason of a voluntary change in accounting method (nor has the IRS has
proposed any such adjustment or change of accounting method) or (iv) has filed a
consent pursuant to Section 341(f) of the Code or agreed to have Section
341(f)(2) of the Code apply.
2.9 Material Adverse Change. Except as set forth on Schedule 2.9, since
-----------------------
June 30, 1995, there has been no material adverse change in the Condition of
Sentinel Financial and the Sentinel Financial Subsidiaries, taken as a whole;
provided however, that in determining whether a material adverse change has
occurred there shall be excluded any effect the cause of which is: (i) any
change in banking, tax and similar laws of general applicability or
interpretations thereof by courts or governmental authorities, (ii) any change
in GAAP or regulatory accounting requirements applicable to savings associations
or their holding companies generally, (iii) any changes in general economic
conditions affecting financial institutions generally, including, but not
limited to, changes in interest and deposit rates, (iv) a special assessment on
SAIF members or other action taken by the FDIC in connection with the funding of
the SAIF, or (v) any action or omission of Sentinel Financial or any Sentinel
Financial Subsidiary taken pursuant to the written request of Roosevelt
Financial.
10
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2.10 Commitments and Contracts.
-------------------------
(a) Except as set forth on Schedule 2.10 (and with a true and
correct copy of the document or other item in question attached to such
Schedule), neither Sentinel Financial nor any Sentinel Financial Subsidiary
is a party or subject to any of the following (whether written or oral,
express or implied):
(i) any agreement, arrangement or commitment (A) not made in the
ordinary course of business, (B) by virtue of which the consent or
approval of any third party (other than a Regulatory Authority) is
required for or in connection with the execution, delivery and
performance of this Agreement or the consummation of the Merger or (C)
pursuant to which Sentinel Financial or any of the Sentinel Financial
Subsidiaries is or may become obligated to invest in or contribute
capital to any Sentinel Financial Subsidiary or any other entity;
(ii) any agreement, indenture or other instrument not disclosed
in the Sentinel Financial Statements relating to the borrowing of
money by Sentinel Financial or any Sentinel Financial Subsidiary or
the guarantee by Sentinel Financial or any Sentinel Financial
Subsidiary of any such obligation (other than trade payables or
instruments related to transactions entered into in the ordinary
course of business by any Sentinel Financial Subsidiary, such as
deposits, Fed Funds borrowings, FHL Bank advances and repurchase
agreements);
(iii) any contract, agreement or understanding with any labor
union or collective bargaining organization;
(iv) any contract containing covenants which limit the ability of
Sentinel Financial or any Sentinel Financial Subsidiary to compete in
any line of business or with any person or containing any restriction
of the geographical area in which, or method by which, Sentinel
Financial or any Sentinel Financial Subsidiary may carry on its
business (other than as may be required by law or any applicable
Regulatory Authority);
(v) any off-balance sheet financial instruments, including without
limitation letters of credit, unfunded commitments (other than
unfunded commitments made in the ordinary course of business and
consistent with past practice) and derivative financial instruments;
(vi) any contract or agreement which is a "material contract"
within the meaning of Item 601(b)(10) of Regulation S-K promulgated by
the SEC that is not listed under Item 13 of Sentinel Financial's
Annual Report on Form 10-KSB for the year ended June 30, 1995; or
(vii) any contract or agreement (A) not terminable by Sentinel
Financial or any of its Subsidiaries on 30 or fewer days' notice or
(B) involving annual payments by or to them aggregating $25,000 or
more.
(b) Neither Sentinel Financial nor any Sentinel Financial Subsidiary
is in violation of its certificate of incorporation, charter or bylaws or
in default under any agreement, commitment, arrangement, lease, insurance
policy, or other instrument, and there has not occurred any event that,
with the lapse of time or giving of notice or both, would constitute such a
default, except in
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each case where such violation or default would not have a material adverse
effect on the Condition of Sentinel Financial and the Sentinel Financial
Subsidiaries, taken as a whole.
2.11 Litigation and Other Proceedings. Other than as set forth on Schedule
--------------------------------
2.11, there is no claim, action, suit, investigation or proceeding, pending or,
to the Best Knowledge of Sentinel, threatened against Sentinel Financial or any
Sentinel Financial Subsidiary, nor are they subject to any order, judgment or
decree, except for matters which do not involve a claim for damages for more
than $50,000 or for non-monetary relief, but not excepting any actions, suits or
proceedings which purport or seek to enjoin or restrain the transactions
contemplated by this Agreement. Without limiting the generality of the
foregoing, except as set forth on Schedule 2.11, there are no actions, suits, or
proceedings pending or, to the Best Knowledge of Sentinel, threatened against
Sentinel Financial or any Sentinel Financial Subsidiary or any of their
respective officers or directors by any stockholder of Sentinel Financial or any
Sentinel Financial Subsidiary (or by any former stockholder of Sentinel
Financial or any Sentinel Financial Subsidiary relating to or arising out of
such person's status as a stockholder or former stockholder) or involving claims
under the Securities Act, the Exchange Act, the Community Reinvestment Act of
1977 (the "CRA") or the fair lending laws.
2.12 Insurance. Each of Sentinel Financial and the Sentinel Financial
---------
Subsidiaries has taken or will timely take all requisite action (including
without limitation the making of claims and the giving of notices) pursuant to
its directors' and officers' liability insurance policy or policies in order to
preserve all rights thereunder with respect to all matters (other than matters
arising in connection with this Agreement and the transactions contemplated
hereby) occurring prior to the Effective Time that are known to Sentinel
Financial. Set forth on Schedule 2.12 is a list of all insurance policies
(excluding policies maintained on one- to four-family residential properties
acquired through foreclosure) maintained by or for the benefit of Sentinel
Financial or any of the Sentinel Financial Subsidiaries or their respective
directors, officers, employees or agents. Neither Sentinel Financial nor any
of the Sentinel Financial Subsidiaries has, during the past three years, had an
insurance policy canceled or been denied insurance coverage for which any of
such companies has applied.
2.13 Compliance with Laws.
--------------------
(a) Sentinel Financial and each of the Sentinel Financial
Subsidiaries have all material permits, licenses, authorizations, orders
and approvals of, and have made all material filings, applications and
registrations with, all Regulatory Authorities that are required in order
to permit them to own or lease their properties and assets and to carry on
their business as presently conducted, except where the failure to have all
such permits, licenses, authorizations, orders and approvals or to have
made all such filings would not have a material adverse effect on the
Condition of Sentinel Financial and the Sentinel Financial Subsidiaries,
taken as a whole; all such permits, licenses, authorizations, orders and
approvals are in full force and effect and, to the Best Knowledge of
Sentinel, no suspension or cancellation of any of them is threatened; and
all such filings, applications and registrations are current.
(b) (i) Each of Sentinel Financial and the Sentinel Financial
Subsidiaries has complied with all laws, regulations and orders (including
without limitation zoning ordinances, building codes, the Employee
Retirement Income Security Act of 1974 ("ERISA"), and securities, tax,
environmental, civil rights, and occupational health and safety laws and
regulations, and including without limitation, in the case of any Sentinel
Financial Subsidiary that is a savings bank or savings and loan
association, banking organization, banking corporation or trust company,
all statutes, rules, regulations and policy statements pertaining to the
conduct of a banking, deposit-taking, lending or related business, or to
the exercise of trust powers) and governing
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instruments applicable to them and to the conduct of their business, except
such noncompliance as, individually and in the aggregate, would not have a
material adverse effect on the Condition of Sentinel Financial and the
Sentinel Financial Subsidiaries, taken as a whole, and (ii) neither
Sentinel Financial nor any Sentinel Financial Subsidiary is in default
under, and no event has occurred which, with the lapse of time or notice or
both, could result in a default under, the terms of any judgment, order,
writ, decree, permit, or license of any Regulatory Authority or court,
whether federal, state, municipal, or local and whether at law or in
equity, except such defaults as, individually and in the aggregate, would
not have a material adverse effect on the Condition of Sentinel Financial
and the Sentinel Financial Subsidiaries, taken as a whole. Except as set
forth in Schedule 2.13B, neither Sentinel Financial nor any Sentinel
Financial Subsidiary is subject to or reasonably likely to incur a
liability as a result of its past or present ownership, operation, or use
of any Property (as defined below) of Sentinel Financial or any Sentinel
Financial Subsidiary (whether directly or, to the Best Knowledge of
Sentinel, as a consequence of such Property being part of the investment
portfolio of Sentinel Financial or any Sentinel Financial Subsidiary) (A)
that is contaminated by or contains any hazardous waste, toxic substance,
or related materials, including without limitation asbestos, PCBs,
pesticides, herbicides, and any other substance or waste that is hazardous
to human health or the environment (collectively, a "Toxic Substance"), or
(B) on which any Toxic Substance has been stored, disposed of, placed, or
used in the construction thereof; and which, in any such case or in the
aggregate, reasonably could be expected to have a material adverse effect
on the Condition of Sentinel Financial and the Sentinel Financial
Subsidiaries, taken as a whole. "Property" of a person shall include all
property (real or personal) owned, leased or controlled by such person,
including without limitation property under foreclosure, property held by
such person or any Subsidiary of such person in its capacity as a trustee
and property in which any venture capital or similar unit of such person or
any Subsidiary of such person has an interest. No claim, action, suit, or
proceeding is pending against Sentinel Financial or any Sentinel Financial
Subsidiary relating to Property of Sentinel Financial or any Sentinel
Financial Subsidiary before any court or other Regulatory Authority or
arbitration tribunal relating to hazardous substances, pollution, or the
environment, and there is no outstanding judgment, order, writ, injunction,
decree, or award against or, to the Best Knowledge of Sentinel, materially
adversely affecting Sentinel Financial or any Sentinel Financial Subsidiary
with respect to the same. Except for statutory or regulatory restrictions
of general application, no Regulatory Authority has placed any restriction
on the business of Sentinel Financial or any Sentinel Financial Subsidiary
which reasonably could be expected to have a material adverse effect on the
Condition of Sentinel Financial and the Sentinel Financial Subsidiaries,
taken as a whole.
(c) Since June 30, 1995, except as set forth on Schedule 2.13C,
neither Sentinel Financial nor any Sentinel Financial Subsidiary has
received any notification or communication as to any matter which has not
been resolved from any Regulatory Authority (i) asserting that Sentinel
Financial or any Sentinel Financial Subsidiary is not in substantial
compliance with any of the statutes, regulations or ordinances that such
Regulatory Authority enforces, except with respect to matters which
reasonably could not be expected to have a material adverse effect on the
Condition of Sentinel Financial and the Sentinel Financial Subsidiaries,
taken as a whole, (ii) threatening to revoke any license, franchise, permit
or governmental authorization that is material to the Condition of Sentinel
Financial and the Sentinel Financial Subsidiaries, taken as a whole,
including without limitation Sentinel Federal's status as an insured
depositary institution under the FDIA, or (iii) requiring or threatening to
require Sentinel Financial or any of the Sentinel Financial Subsidiaries,
or indicating that Sentinel Financial or any of the Sentinel Financial
Subsidiaries may be required, to enter into a cease and desist order,
agreement or memorandum of understanding or any other agreement restricting
or limiting or purporting to direct, restrict or
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limit in any manner the operations of Sentinel Financial or any of the
Sentinel Financial Subsidiaries, including without limitation any
restriction on the payment of dividends. No such cease and desist order,
agreement or memorandum of understanding or other agreement is currently in
effect.
(d) Except as a result of the conversion of Sentinel Federal from
mutual to stock form or the acquisition of control of Sentinel Federal by
Sentinel Financial, neither Sentinel Financial nor any Sentinel Financial
Subsidiary is required by Section 32 of the FDIA to give prior notice to
any federal banking agency of the proposed addition of an individual to its
board of directors or the employment of an individual as a senior executive
officer.
2.14 Labor. No work stoppage involving Sentinel Financial or any Sentinel
-----
Financial Subsidiary is pending or, to the Best Knowledge of Sentinel,
threatened. Neither Sentinel Financial nor any Sentinel Financial Subsidiary is
involved in, or, to the Best Knowledge of Sentinel, threatened with or affected
by, any labor dispute, arbitration, lawsuit or administrative proceeding which
reasonably could be expected to have a material adverse effect on the Condition
of Sentinel Financial and the Sentinel Financial Subsidiaries, taken as a whole.
No employees of Sentinel Financial or any Sentinel Financial Subsidiary are
represented by any labor union or any collective bargaining organization.
2.15 Material Interests of Certain Persons.
-------------------------------------
(a) Except as set forth in Sentinel Financial's Proxy Statement for
its 1995 Annual Meeting of Stockholders, to the Best Knowledge of Sentinel,
no officer or director of Sentinel Financial or any Subsidiary of Sentinel
Financial, or any "associate" (as such term is defined in Rule 14a-1 under
the Exchange Act) of any such officer or director, has any material
interest in any material contract or property (real or personal, tangible
or intangible), used in or pertaining to the business of Sentinel Financial
or any Sentinel Financial Subsidiary, which in the case of Sentinel
Financial is required to be disclosed by Item 404 of Regulation S-K
promulgated by the SEC or in the case of any Sentinel Financial Subsidiary
would be required to be so disclosed if such Sentinel Financial Subsidiary
had a class of securities registered under Section 12 of the Exchange Act.
(b) Except as set forth in Sentinel Financial's Proxy Statement for
its 1995 Annual Meeting of Stockholders or on Schedule 2.15, there are no
loans in excess of $100,000 from Sentinel Financial or any Sentinel
Financial Subsidiary to any present officer, director, employee or any
associate or related interest of any such person which was or would be
required under any rule or regulation to be approved by or reported to
Sentinel Financial's or any Sentinel Financial Subsidiary's Board of
Directors ("Insider Loans"). All outstanding Insider Loans from Sentinel
Financial or any Sentinel Financial Subsidiary were approved by or reported
to the appropriate board of directors in accordance with applicable law and
regulations.
2.16 Allowance for Loan Losses; Nonperforming Assets.
-----------------------------------------------
(a) The allowances for loan losses contained in the Sentinel Financial
Statements were established in accordance with the past practices and
experiences of Sentinel Financial and the Sentinel Financial Subsidiaries,
and the allowance for loan losses shown on the consolidated condensed
balance sheet of Sentinel Financial and the Sentinel Financial Subsidiaries
contained in the most recent Sentinel Financial Form 10-QSB is, in the
opinion of management of Sentinel Financial, in compliance in all material
respects with the requirements GAAP and the rules, regulations and policies
of the OTS and is, in the opinion of management of Sentinel Financial,
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adequate to provide for possible losses on loans (including without
limitation accrued interest receivable) and credit commitments (including
without limitation stand-by letters of credit) outstanding as of the date
of such balance sheet.
(b) Except as set forth on Schedule 2.16B, the sum of the aggregate
amount of all Nonperforming Assets (as defined below) and all troubled debt
restructurings (as defined under GAAP) on the books of Sentinel Financial
and the Sentinel Financial Subsidiaries does not exceed $500,000 at the
date hereof. "Nonperforming Assets" shall mean (i) loans and leases
classified as nonperforming, (ii) assets classified as real estate owned
and other assets acquired through foreclosure, including in-substance
foreclosed real estate, and (iii) loans and leases that are on non-accrual
status, in each case under the definitions applied by the SEC, the OTS and
under GAAP, as appropriate.
2.17 Employee Benefit Plans.
----------------------
(a) Schedule 2.17A lists all pension, retirement, supplemental
retirement, stock option, restricted stock, stock purchase, stock
ownership, savings, stock appreciation right, profit sharing, employment,
deferred compensation, consulting, bonus, medical, disability, workers'
compensation, vacation, group insurance, severance and other material
employee benefit, incentive and welfare policies, contracts, plans and
arrangements, and all trust or loan agreements or arrangements related
thereto, maintained, sponsored or contributed to by Sentinel Financial or
any Sentinel Financial Subsidiary in respect of any of the present or
former directors, officers, or other employees of and/or consultants to
Sentinel Financial or any Sentinel Financial Subsidiary (collectively,
"Sentinel Financial Employee Plans"). The following documents with respect
to each Sentinel Financial Employee Plan are included in Schedule 2.17A:
(i) a true and complete copy of all written documents comprising such
Sentinel Financial Employee Plan (including amendments and individual
agreements relating thereto) or, if there is no such written document, an
accurate and complete description of the Sentinel Financial Employee Plan;
(ii) the most recent Form 5500 or Form 5500-C (including all schedules
thereto), if applicable; (iii) the most recent financial statements and
actuarial reports, if any; (iv) the summary plan description currently in
effect and all material modifications thereof, if any; and (v) the most
recent IRS determination letter, if any. Without limiting the generality of
the foregoing, Sentinel Financial has furnished Roosevelt Financial with
true and complete copies of each form of stock option grant or stock option
agreement that is outstanding under any stock option plan of Sentinel
Financial or any Sentinel Financial Subsidiary. Craig D. Laemmli has
heretofore acknowledged to and agreed with Roosevelt Financial, in
consideration of its execution of this Agreement that, provided the
employment agreement referred to in Section 5.8(a) has superseded the
Existing Employment Arrangements (as defined below), (i) for purposes of
any employment contract or similar agreement of Mr. Laemmli with Sentinel
Financial or any of its Subsidiaries (an "Existing Employment
Arrangement"), neither the Merger nor his employment by Roosevelt Bank
after the Effective Time pursuant to the employment agreement referred to
in Section 5.8(a) hereof will constitute either an involuntary termination
or a change in control and neither will otherwise trigger, accelerate or
increase the amount of any compensation, benefits or other consideration
under any Existing Employment Arrangement and (ii) as of the Effective Time
all such employment contracts or similar agreements shall terminate without
any payment or penalty obligation and be superseded and replaced in their
entirety by the employment agreement referred to in Section 5.8(a) hereof.
(b) All Sentinel Financial Employee Plans have been maintained and
operated materially in accordance with their terms and with the material
requirements of all applicable
15
<PAGE>
statutes, orders, rules and final regulations, including without limitation
ERISA and the Code. All contributions required to be made to Sentinel
Financial Employee Plans have been made.
(c) With respect to each of the Sentinel Financial Employee Plans
which is a pension plan (as defined in Section 3(2) of ERISA) (the "Pension
Plans"): (i) each Pension Plan which is intended to be "qualified" within
the meaning of Section 401(a) of the Code is so qualified and, to the
extent a determination letter has been received from the IRS with respect
to any such Pension Plan, such determination letter may still be relied
upon, and each related trust is exempt from taxation under Section 501(a)
of the Code; (ii) the present value of all benefits vested and all benefits
accrued under each Pension Plan which is subject to Title IV of ERISA,
valued using the assumptions in the most recent actuarial report, did not,
in each case, as of the last applicable annual valuation date (as indicated
on Schedule 2.17A), exceed the value of the assets of the Pension Plan
allocable to benefits on a plan termination basis; (iii) there has been no
"prohibited transaction," as such term is defined in Section 4975 of the
Code or Section 406 of ERISA, which could subject any Pension Plan or
associated trust, or, to the Best Knowledge of Sentinel, Sentinel Financial
or any Sentinel Financial Subsidiary, to any material tax or penalty; (iv)
no Pension Plan or any trust created thereunder has been terminated, nor
have there been any "reportable events" with respect to any Pension Plan,
as that term is defined in Section 4043 of ERISA since January 1, 1986; and
(v) no Pension Plan or any trust created thereunder has incurred any
"accumulated funding deficiency", as such term is defined in Section 302 of
ERISA (whether or not waived). No Pension Plan is a "multiemployer plan" as
that term is defined in Section 3(37) of ERISA. With respect to each
Pension Plan that is described in Section 4063(a) of ERISA (a "Multiple
Employer Pension Plan"): (i) neither Sentinel Financial nor any Sentinel
Financial Subsidiary would have any liability or obligation to post a bond
under Section 4063 of ERISA if Sentinel Financial and all Sentinel
Financial Subsidiaries were to withdraw from such Multiple Employer Pension
Plan; and (ii) neither Sentinel Financial nor any Sentinel Financial
Subsidiary would have any liability under Section 4064 of ERISA if such
Multiple Employer Pension Plan were to terminate.
(d) Neither Sentinel Financial nor any Sentinel Financial Subsidiary
has any liability for any post-retirement health, medical or similar
benefit of any kind whatsoever, except as required by statute or
regulation.
(e) Neither Sentinel Financial nor any Sentinel Financial Subsidiary
has any material liability under ERISA or the Code as a result of its being
a member of a group described in Sections 414(b), (c), (m) or (o) of the
Code.
(f) Neither Sentinel Financial nor any Sentinel Financial Subsidiary
has any material liability under the continuation of health care provisions
of the Consolidated Omnibus Budget Reconciliation Act of 1985 or any
comparable state law.
(g) Except as set forth on Schedule 2.17G, neither the execution nor
delivery of this Agreement, nor the consummation of any of the transactions
contemplated hereby, will (i) result in any material payment (including
without limitation severance, unemployment compensation or golden parachute
payment) becoming due to any director or employee of Sentinel Financial or
any Sentinel Financial Subsidiary from any of such entities, (ii)
materially increase any benefit otherwise payable under any of the Sentinel
Financial Employee Plans or (iii) result in the acceleration of the time of
payment of any such benefit. No holder of an option to acquire stock of
Sentinel Financial has or will have at any time through the Effective Time
the right to receive any cash or other payment (other than as contemplated
by Section 1.3(f) hereof) in exchange for
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<PAGE>
or with respect to all or any portion of such option. Sentinel Financial
shall use its best efforts to ensure that no amounts paid or payable by
Sentinel Financial, Sentinel Financial Subsidiaries or Roosevelt Financial
to or with respect to any employee or former employee of Sentinel Financial
or any Sentinel Financial Subsidiary will fail to be deductible for federal
income tax purposes by reason of Section 280G of the Code or otherwise. No
such option has an associated "Additional Option Right" or other "re-load"
or "replacement option" feature.
2.18 Conduct to Date. From and after June 30, 1995 through the date of
---------------
this Agreement, except as set forth on Schedule 2.18 or in Sentinel Financial
Statements: (i) Sentinel Financial and the Sentinel Financial Subsidiaries have
conducted their respective businesses in the ordinary and usual course
consistent with past practices; (ii) neither Sentinel Financial nor any Sentinel
Financial Subsidiary has issued, sold, granted, conferred or awarded any of its
Equity Securities (except shares of Sentinel Financial Common Stock issued
pursuant to the exercise of options granted prior to the date hereof under the
Sentinel Financial Option Plan), or any corporate debt securities which would be
classified under GAAP as long-term debt on the balance sheets of Sentinel
Financial; (iii) Sentinel Financial has not effected any stock split or
adjusted, combined, reclassified or otherwise changed its capitalization; (iv)
Sentinel Financial has not declared, set aside or paid any dividend or other
distribution in respect of its capital stock, or purchased, redeemed, retired,
repurchased, or exchanged, or otherwise acquired or disposed of, directly or
indirectly, any of its Equity Securities, whether pursuant to the terms of such
Equity Securities or otherwise; (v) neither Sentinel Financial nor any Sentinel
Financial Subsidiary has incurred any material obligation or liability (absolute
or contingent), except normal trade or business obligations or liabilities
incurred in the ordinary course of business, or subjected to Lien any of its
assets or properties other than in the ordinary course of business, (vi) neither
Sentinel Financial nor any Sentinel Financial Subsidiary has discharged or
satisfied any material Lien or paid any material obligation or liability
(absolute or contingent), other than in the ordinary course of business; (vii)
neither Sentinel Financial nor any Sentinel Financial Subsidiary has sold,
assigned, transferred, leased, exchanged, or otherwise disposed of any of its
properties or assets other than for a fair consideration (in the reasonable
opinion of management) and in the ordinary course of business; (viii) except as
required by contract or law, neither Sentinel Financial nor any Sentinel
Financial Subsidiary has (A) increased the rate of compensation of, or paid any
bonus to, any of its directors, officers, or other employees, except merit or
promotion increases applicable to individual employees and annual increases
applicable to employees generally, all in accordance with past practice, or (B)
entered into any new, or amended or supplemented any existing, employment,
management, consulting, deferred compensation, severance, or other similar
contract, (C) entered into, terminated, or substantially modified any of the
Sentinel Financial Employee Plans or (D) agreed to do any of the foregoing; (ix)
neither Sentinel Financial nor any Sentinel Financial Subsidiary has suffered
any material damage, destruction, or loss, whether as the result of fire,
explosion, earthquake, accident, casualty, labor trouble, requisition, or taking
of property by any Regulatory Authority, flood, windstorm, embargo, riot, act of
God or war, or other casualty or event, and whether or not covered by insurance;
(x) other than in the ordinary course of business consistent with past practice,
neither Sentinel Financial nor any Sentinel Financial Subsidiary has canceled or
compromised any debt; (xi) other than in the ordinary course of business,
neither Sentinel Financial nor any Sentinel Financial Subsidiary has entered
into any material transaction, contract or commitment and (xii) neither Sentinel
Financial nor any Sentinel Financial Subsidiary has made or guaranteed any loan
to any of the Sentinel Financial Employee Plans.
2.19 Prospectus/Proxy Statement, etc. None of the information regarding
--------------------------------
Sentinel Financial or any Sentinel Financial Subsidiary supplied or to be
supplied in writing by Sentinel Financial for inclusion in (i) the registration
statement on Form S-4 to be filed with the SEC by Roosevelt Financial for the
purpose of registering the shares of Roosevelt Financial Common Stock to be
exchanged for shares of Sentinel Financial Common Stock pursuant to the
provisions of this Agreement (the "Registration Statement"), (ii) the
prospectus/proxy statement to be mailed to stockholders in accordance with
Section
17
<PAGE>
5.3 (the "Prospectus/Proxy Statement") or (iii) any other documents to be filed
with any Regulatory Authority in connection with the transactions contemplated
hereby will, at the respective times such documents are filed with any
Regulatory Authority and, in the case of the Registration Statement, when it
becomes effective and, with respect to the Prospectus/Proxy Statement, when
mailed, be false or misleading with respect to any material fact, or omit to
state any material fact necessary in order to make the statements therein not
misleading or, in the case of the Prospectus/Proxy Statement or any amendment
thereof or supplement thereto, at the time of the meeting of Sentinel
Financial's stockholders referred to in Section 5.3, be false or misleading with
respect to any material fact, or omit to state any material fact necessary to
correct any statement in any earlier communication with respect to the
solicitation of any proxy for such meeting. All documents, if any, which
Sentinel Financial or any Sentinel Financial Subsidiary is responsible for
filing with any Regulatory Authority in connection with the Merger will comply
as to form in all material respects with the provisions of applicable law.
2.20 Registration Obligations. Except as set forth on Schedule 2.20,
------------------------
neither Sentinel Financial nor any Sentinel Financial Subsidiary is under any
obligation, contingent or otherwise, which will survive the Effective Time by
reason of any agreement to register any of its securities under the Securities
Act or other federal or state securities laws or regulations.
2.21 Takeover Provisions Not Applicable. The transactions contemplated by
----------------------------------
this Agreement and the Voting Agreements are exempt from Section 203 of the DGCL
or any other Delaware takeover law. The Board of Directors of Sentinel
Financial has determined pursuant to Section E of Article XIV of Sentinel
Financial's Certificate of Incorporation, and hereby represents to Roosevelt
Financial, that (i) neither Roosevelt Financial nor any of the Roosevelt
Financial Subsidiaries are 10% or more "beneficial owners" of Sentinel Financial
Common Stock for purposes of such Article by virtue of the Voting Agreements,
this Agreement or any of the transactions contemplated hereby or thereby; and
(ii) Sentinel Financial has taken all steps necessary so that (a) neither
Roosevelt Financial nor any of its Subsidiaries will be deemed a "Related
Person" under Article XV of Sentinel Financial's Certificate of Incorporation
and (b) any takeover or similar provisions in the charter documents or bylaws of
Sentinel Financial or Sentinel Federal, including without limitation any
provisions thereof restricting the ownership, acquisition or voting of
securities or imposing any "fair price" or supermajority director or stockholder
vote requirements, will not apply to the Voting Agreements, this Agreement or
any of the transactions contemplated hereby or thereby.
2.22 Regulatory, Tax and Accounting Matters. Sentinel Financial has not
--------------------------------------
taken or agreed to take any action, nor does it have knowledge of any fact or
circumstance, that would (i) materially impede or delay the consummation of the
transactions contemplated by this Agreement or the ability of the parties to
obtain any approval of any Regulatory Authority required for the transactions
contemplated by this Agreement or to perform their covenants and agreements
under this Agreement or (ii) prevent the Merger from qualifying as a pooling of
interests for accounting purposes, the Company Merger from qualifying as a
reorganization within the meaning of Section 368(a)(1)(A) of the Code or the
Bank Merger from qualifying as a reorganization within the meaning of Section
368(a)(1)(A) or (D) of the Code.
2.23 Brokers and Finders. Except as set forth in the agreement with
-------------------
Trident Financial Corporation ("Trident") dated March 1, 1996, which has not
been amended since such date, neither Sentinel Financial nor any Sentinel
Financial Subsidiary nor any of their respective officers, directors or
employees has employed any broker or finder or incurred any liability for any
financial advisory fees, brokerage fees, commissions or finder's fees, and no
other broker or finder has acted directly or indirectly for Sentinel Financial
or any Sentinel Financial Subsidiary, in connection with this Agreement or the
transactions contemplated hereby.
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2.24 Community Reinvestment Act Compliance. Except as set forth on
-------------------------------------
Schedule 2.24, Sentinel Federal is in material compliance with the applicable
provisions of the CRA and the regulations promulgated thereunder, and, as of the
date hereof, Sentinel Federal has a CRA rating of satisfactory or better from
the OTS. To the Best Knowledge of Sentinel, there is no fact or circumstance or
set of facts or circumstances which would cause Sentinel Financial or any
Sentinel Financial Subsidiary to fail to comply with such provisions or cause
the CRA rating of Sentinel Federal to fall below satisfactory.
2.25 Fairness Opinion. Sentinel Financial has received from Trident a
----------------
fairness opinion, dated as of the date of this Agreement, to the effect that the
consideration to be received by the holders of Sentinel Financial Common Stock
pursuant to this Agreement is fair to such holders from a financial point of
view.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF ROOSEVELT FINANCIAL AND ROOSEVELT BANK
Roosevelt Financial and Roosevelt Bank represent and warrant to and
covenant with Sentinel Financial and Sentinel Federal as follows:
3.1 Organization and Authority. Roosevelt Financial and each of its
--------------------------
Subsidiaries (each a "Roosevelt Financial Subsidiary" and collectively the
"Roosevelt Financial Subsidiaries") is a corporation, savings bank or other
entity duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization, is duly qualified to do business and is in
good standing in all jurisdictions where its ownership or leasing of property or
the conduct of its business requires it to be so qualified, except where the
failure to be so qualified would not have a material adverse effect on the
Condition of Roosevelt Financial and the Roosevelt Financial Subsidiaries, taken
as a whole, and has the corporate power and authority to own its properties and
assets and to carry on its business as it is now being conducted. Roosevelt
Financial is registered as a savings and loan holding company with the OTS under
the HOLA. True and complete copies of the Certificate of Incorporation and
Bylaws of Roosevelt Financial and of the Charter and Bylaws of Roosevelt Bank,
each as in effect on the date of this Agreement, are set forth in Schedule 3.1.
3.2 Capitalization of Roosevelt Financial. The authorized capital stock
-------------------------------------
of Roosevelt Financial consists of (i) 90,000,000 shares of Roosevelt Financial
Common Stock, of which, as of December 31, 1995, 41,991,701 shares were issued
and outstanding and (ii) 3,000,000 shares of preferred stock, issuable in
series, of which 1,301,000 shares of 6 1/2% Non-Cumulative Convertible Preferred
Stock (the "Convertible Preferred") were issued or outstanding on such date, and
as of such date Roosevelt Financial had reserved 4,946,250 shares of Roosevelt
Financial Common Stock for issuance upon conversion of the Convertible
Preferred. As of the date hereof, Roosevelt Financial had reserved 4,650,000
shares of Roosevelt Financial Common Stock for issuance upon the exercise of
options ("Roosevelt Stock Options") under the Roosevelt Financial stock option
and incentive plans. Since December 31, 1994 through the date of this
Agreement, no other Equity Securities of Roosevelt Financial have been issued,
excluding any Roosevelt Stock Options and shares of Roosevelt Financial Common
Stock which may have been issued upon exercise of Roosevelt Stock Options or
conversion of the Convertible Preferred, any Restricted Stock and any shares of
Roosevelt Financial Common Stock issued in connection with the acquisition of
Kirksville Bancshares, Inc. Roosevelt Financial and its Subsidiaries
continually evaluate possible business combinations and may prior to the
Effective Time enter into one or more agreements providing for, and may
consummate, business combinations with other savings and loan holding companies
or other
19
<PAGE>
companies (or acquisitions of the assets thereof) for consideration that may
include Equity Securities. In addition, prior to the Effective Time, Roosevelt
Financial and its Subsidiaries may, depending on market conditions and other
factors, otherwise determine to issue equity, equity-linked or other securities
for financing purposes. Notwithstanding the foregoing, except as heretofore
disclosed to Sentinel Financial, Roosevelt Financial has not taken and will not
take any action and does not have knowledge of any fact or circumstance, that
would (i) materially impede or delay the consummation of the transactions
contemplated by this Agreement or the ability of Roosevelt Financial or Sentinel
Financial to obtain any approval of any Regulatory Authority required for the
transactions contemplated by this Agreement or to perform its covenants and
agreements under this Agreement, (ii) prevent the Merger from qualifying as a
pooling of interests for accounting purposes, the Company Merger from qualifying
as a reorganization within the meaning of Section 368(a)(1)(A) of the Code or
the Bank Merger from qualifying as a reorganization within the meaning of
Section 368(a)(1)(A) or (D) of the Code or (iii) make any of the representations
and warranties in Article III of this Agreement untrue or incorrect in any
material respect if made anew after engaging in such activity, entering into
such transaction, or taking such other act. Except as set forth above, there
are no other Equity Securities of Roosevelt Financial outstanding on the date
hereof. All of the issued and outstanding shares of Roosevelt Financial Common
Stock are validly issued, fully paid, and nonassessable, and have not been
issued in violation of any preemptive right of any stockholder of Roosevelt
Financial. At the Effective Time, the Roosevelt Financial Common Stock to be
issued in the Company Merger will be duly authorized, validly issued, fully paid
and non-assessable, and will not be issued in violation of any preemptive right
of any stockholder of Roosevelt Financial.
3.3 Authorization.
-------------
(a) Roosevelt Financial and Roosevelt Bank have the corporate power
and authority to enter into this Agreement and to carry out their
obligations hereunder. The execution, delivery and performance of this
Agreement by Roosevelt Financial and Roosevelt Bank and the consummation by
Roosevelt Financial and Roosevelt Bank of the transactions contemplated
hereby have been duly authorized by all requisite corporate action of
Roosevelt Financial and Roosevelt Bank. Subject to the receipt of such
approvals of the Regulatory Authorities as may be required by statute or
regulation, this Agreement is a valid and binding obligation of Roosevelt
Financial and Roosevelt Bank enforceable against Roosevelt Financial and
Roosevelt Bank in accordance with its terms, subject as to enforcement to
bankruptcy, insolvency and other similar laws of general applicability
affecting creditors' rights and to general equity principles.
(b) Neither the execution, delivery or performance by Roosevelt
Financial and Roosevelt Bank of this Agreement, nor the consummation by
Roosevelt Financial and Roosevelt Bank of the transactions contemplated
hereby, nor compliance by Roosevelt Financial and Roosevelt Bank with any
of the provisions hereof, will (i) violate or conflict with any term,
condition or provision of its certificate of incorporation, charter or
bylaws, (ii) violate, conflict with or result in a breach of any provisions
of, or constitute a default (or an event which, with notice or lapse of
time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or result in a
right of termination or acceleration of, or result in the creation of any
Lien upon any of the material properties or assets of Roosevelt Financial
or any Roosevelt Financial Subsidiary under any of the terms, conditions or
provisions of, (x) its articles or certificate of incorporation, charter or
bylaws, or (y) any material note, bond, mortgage, indenture, deed of trust,
license, lease, agreement or other material instrument or obligation to
which Roosevelt Financial or any Roosevelt Financial Subsidiary is a party
or by which it may be bound, or to which Roosevelt Financial or any
Roosevelt Financial Subsidiary or any of their material property or assets
may be subject, or (ii) subject to compliance with the
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statutes and regulations referred to in subsection (c) of this Section 3.3,
to the Best Knowledge of Roosevelt Financial and of each Roosevelt
Financial Subsidiary (collectively, the "Best Knowledge of Roosevelt"),
violate any judgment, ruling, order, writ, injunction, decree, statute,
rule or regulation applicable to Roosevelt Financial or any of the
Roosevelt Financial Subsidiaries or any of their respective material
properties or assets.
(c) Other than in connection with or in compliance with the
provisions of the DGCL, the Securities Act, the Exchange Act, the
securities or blue sky laws of the various states or filings, consents,
reviews, authorizations, approvals or exemptions required under the Holding
Company Act, the FDIA, the HOLA, the Thrift Regulations, the BMA and the
HSR Act, or any required approvals of any other Regulatory Authority, no
notice to, filing with, exemption or review by, or authorization, consent
or approval of, any public body or authority is necessary on the part of
Roosevelt Financial or Roosevelt Bank for the consummation by them of the
transactions contemplated by this Agreement.
3.4 Roosevelt Financial Statements. The consolidated balance sheets of
------------------------------
Roosevelt Financial and the Roosevelt Financial Subsidiaries as of December 31,
1994 and related consolidated statements of income, cash flows and changes in
stockholders' equity for each of the three years in the three-year period ended
December 31, 1994, together with the notes thereto, audited by KPMG Peat Marwick
LLP and included in Roosevelt Financial's annual report on Form 10-K for the
year ended December 31, 1994 as filed with the SEC, and the unaudited
consolidated condensed balance sheets of Roosevelt Financial and the Roosevelt
Financial Subsidiaries as of September 30, 1995, and the related unaudited
consolidated condensed statements of income and cash flows for the periods then
ended included in Roosevelt Financial's quarterly report on Form 10-Q for the
quarter ended September 30, 1995 as filed with the SEC (collectively, the
"Roosevelt Financial Statements"), have been prepared in accordance with GAAP
(except for the omission of notes to unaudited statements), present fairly the
consolidated financial position of Roosevelt Financial and the Roosevelt
Financial Subsidiaries at such dates, and the consolidated results of
operations, cash flows and changes in stockholders' equity of Roosevelt
Financial and the Roosevelt Financial Subsidiaries for the periods stated
therein and are derived from the books and records of Roosevelt Financial and
the Roosevelt Financial Subsidiaries, which are complete and accurate in all
material respects and have been maintained in accordance with good business
practices. Neither Roosevelt Financial nor any of the Roosevelt Financial
Subsidiaries has any material contingent liabilities that are not described in
the financial statements described above.
3.5 Roosevelt Reports. Since December 31, 1994, each of Roosevelt
-----------------
Financial and the Roosevelt Financial Subsidiaries has filed all material
reports, registrations and statements, together with any required material
amendments thereto, that it was required to file with any Regulatory Authority.
All such reports and statements filed with any such Regulatory Authority are
collectively referred to herein as the "Roosevelt Reports." As of its
respective date, each Roosevelt Report complied in all material respects with
all of the applicable rules and regulations promulgated by the applicable
Regulatory Authority and, in the case of Roosevelt Reports filed pursuant to the
Securities Act or the Exchange Act, did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.
3.6 Material Adverse Change. Except as set forth on Schedule 3.6, since
-----------------------
December 31, 1994, there has been no material adverse change in the Condition of
Roosevelt Financial and the Roosevelt Financial Subsidiaries, taken as a whole,
except as may have resulted or may result from changes to laws and regulations,
generally accepted accounting principles or regulatory accounting principles or
changes in economic conditions applicable to depositary institutions generally.
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3.7 Litigation and Other Proceedings. Except as to matters set forth in
--------------------------------
the Roosevelt Reports, there is no claim, action, suit, investigation or
proceeding, pending or, to the Best Knowledge of Roosevelt, threatened against
Roosevelt Financial or any Roosevelt Financial Subsidiary, nor are they subject
to any order, judgment or decree, except for matters which, in the aggregate,
will not have, or reasonably could not be expected to have, a material adverse
effect on the condition of Roosevelt Financial and the Roosevelt Financial
Subsidiaries, taken as whole, but not excepting any actions, suits or
proceedings which purport or seek to enjoin or restrain the transactions
contemplated by this Agreement. Without limiting the generality of the
foregoing, except as to matters set forth in the Roosevelt Reports, there are no
actions, suits, or proceedings pending or, to the Best Knowledge of Roosevelt
Financial, threatened against Roosevelt Financial or any Roosevelt Financial
Subsidiary or any of their respective officers or directors by any stockholder
of Roosevelt Financial or any Roosevelt Financial Subsidiary (or by any former
stockholder of Roosevelt Financial or any Roosevelt Financial Subsidiary
relating to or arising out of such person's status as a stockholder or former
stockholder) or involving claims under the Securities Act, the Exchange Act, the
CRA or the fair lending laws.
3.8 Compliance with Laws.
--------------------
(a) Roosevelt Financial and each of the Roosevelt Financial
Subsidiaries have all material permits, licenses, authorizations, orders
and approvals of, and have made all material filings, applications and
registrations with, all Regulatory Authorities that are required in order
to permit them to own or lease their properties and assets and to carry on
their business as presently conducted, except where the failure to have all
such permits, licenses, authorizations, orders and approvals or to have
made all such filings would not have a material adverse effect on the
Condition of Roosevelt Financial and the Roosevelt Financial Subsidiaries,
taken as a whole; all such permits, licenses, authorizations, orders and
approvals are in full force and effect and, to the Best Knowledge of
Roosevelt, no suspension or cancellation of any of them is threatened and
all such filings, applications and registrations are current.
(b) Each of Roosevelt Financial and the Roosevelt Financial
Subsidiaries has complied with all laws, regulations and orders (including
without limitation zoning ordinances, building codes, ERISA, and
securities, tax, environmental, civil rights, and occupational health and
safety laws and regulations, and including without limitation, in the case
of any Roosevelt Financial Subsidiary that is a savings bank, banking
organization, banking corporation or trust company, all statutes, rules,
regulations and policy statements pertaining to the conduct of a banking,
deposit-taking, lending or related business, or to the exercise of trust
powers) and governing instruments applicable to them and to the conduct of
their business, except as to matters set forth in the Roosevelt Reports or
where such failure to comply would not have a material adverse effect on
the Condition of Roosevelt Financial and the Roosevelt Financial
Subsidiaries, taken as a whole. Neither Roosevelt Financial nor any
Roosevelt Financial Subsidiary is in default under, and no event has
occurred which, with the lapse of time or notice or both, could result in a
default under, the terms of any judgment, order, writ, decree, permit, or
license of any Regulatory Authority or court, whether federal, state,
municipal, or local and whether at law or in equity, except such defaults
as, individually and in the aggregate, would not have a material adverse
effect on the Condition of Roosevelt Financial and the Roosevelt Financial
Subsidiaries, taken as a whole. Except as to matters set forth in the
Roosevelt Reports, neither Roosevelt Financial nor any Roosevelt Financial
Subsidiary is subject to or reasonably likely to incur a liability as a
result of its past or present ownership, operation, or use of any Property
of Roosevelt Financial or any Roosevelt Financial Subsidiary (whether
directly or, to the Best Knowledge of Roosevelt Financial, as a consequence
of such Property being part of the investment portfolio of Roosevelt
Financial or any Roosevelt Financial Subsidiary) (A) that is contaminated
by or contains
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any Toxic Substance, or (B) on which any Toxic Substance has been stored,
disposed of, placed, or used in the construction thereof; and which, in any
such case or in the aggregate, reasonably could be expected to have a
material adverse effect on the Condition of Roosevelt Financial and the
Roosevelt Financial Subsidiaries, taken as a whole. No claim, action, suit,
or proceeding is pending against Roosevelt Financial or any Roosevelt
Financial Subsidiary relating to Property of Roosevelt Financial or any
Roosevelt Financial Subsidiary before any court or other Regulatory
Authority or arbitration tribunal relating to hazardous substances,
pollution, or the environment, and there is no outstanding judgment, order,
writ, injunction, decree, or award against or materially adversely
affecting Roosevelt Financial or any Roosevelt Financial Subsidiary with
respect to the same. Except for statutory or regulatory restrictions of
general application, no Regulatory Authority has placed any restriction on
the business of Roosevelt Financial or any Roosevelt Financial Subsidiary
which reasonably could be expected to have a material adverse effect on the
Condition of Roosevelt Financial and the Roosevelt Financial Subsidiaries,
taken as a whole.
(c) Except as previously disclosed to Sentinel Financial, since
December 31, 1994, neither Roosevelt Financial nor any Roosevelt Financial
Subsidiary has received any notification or communication as to any matter
which has not been resolved from any Regulatory Authority (i) asserting
that Roosevelt Financial or any Roosevelt Financial Subsidiary is not in
substantial compliance with any of the statutes, regulations or ordinances
that such Regulatory Authority enforces, except with respect to matters
which reasonably could not be expected to have a material adverse effect on
the Condition of Roosevelt Financial and the Roosevelt Financial
Subsidiaries, taken as a whole, (ii) threatening to revoke any license,
franchise, permit or governmental authorization that is material to the
Condition of Roosevelt Financial and the Roosevelt Financial Subsidiaries,
taken as a whole, including without limitation Roosevelt Bank's status as
an insured depositary institution under the FDIA, or (iii) requiring or
threatening to require Roosevelt Financial or any of the Roosevelt
Financial Subsidiaries, or indicating that Roosevelt Financial or any of
the Roosevelt Financial Subsidiaries may be required, to enter into a cease
and desist order, agreement or memorandum of understanding or any other
agreement restricting or limiting or purporting to direct, restrict or
limit in any manner the operations of Roosevelt Financial or any of the
Roosevelt Financial Subsidiaries, including without limitation any
restriction on the payment of dividends. No such cease and desist order,
agreement or memorandum of understanding or other agreement is currently in
effect.
3.9 Registration Statement, etc. None of the information regarding
---------------------------
Roosevelt Financial or any of the Roosevelt Financial Subsidiaries supplied or
to be supplied by Roosevelt Financial for inclusion or included in (i) the
Registration Statement, (ii) the Prospectus/Proxy Statement or (iii) any other
documents to be filed with any Regulatory Authority in connection with the
transactions contemplated hereby will, at the respective times such documents
are filed with any Regulatory Authority and, in the case of the Registration
Statement, when it becomes effective and, with respect to the Prospectus/Proxy
Statement, when mailed, be false or misleading with respect to any material
fact, or omit to state any material fact necessary in order to make the
statements therein not misleading or, in the case of the Prospectus/Proxy
Statement or any amendment thereof or supplement thereto, at the time of the
meeting of stockholders referred to in Section 5.3, be false or misleading with
respect to any material fact, or omit to state any material fact necessary to
correct any statement in any earlier communication with respect to the
solicitation of any proxy for such meeting. All documents which Roosevelt
Financial or any of the Roosevelt Financial Subsidiaries are responsible for
filing with any Regulatory Authority in connection with the Merger will comply
as to form in all material respects with the provisions of applicable law.
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3.10 Brokers and Finders. Neither Roosevelt Financial nor any of the
-------------------
Roosevelt Financial Subsidiaries nor any of their respective officers, directors
or employees has employed any broker or finder or incurred any liability for any
financial advisory fees, brokerage fees, commissions or finder's fees, and no
broker or finder has acted directly or indirectly for Roosevelt Financial or any
of the Roosevelt Financial Subsidiaries, in connection with this Agreement or
the transactions contemplated hereby.
3.11 Community Reinvestment Act Compliance. Roosevelt Bank is in material
-------------------------------------
compliance with the applicable provisions of the CRA and the regulations
promulgated thereunder, and Roosevelt Bank currently has a CRA rating of
satisfactory or better from the OTS. To the Best Knowledge of Roosevelt, there
is no fact or circumstance or set of facts or circumstances which would cause
Roosevelt Financial or any Roosevelt Financial Subsidiary to fail to comply with
such provisions or cause the CRA rating of Roosevelt Bank to fall below
satisfactory.
ARTICLE IV
CONDUCT OF BUSINESSES PRIOR TO THE EFFECTIVE TIME
4.1 Conduct of Businesses Prior to the Effective Time. During the period
-------------------------------------------------
from the date of this Agreement to the Effective Time, each of Roosevelt
Financial and Sentinel Financial shall, and shall cause each of their respective
Subsidiaries to, conduct its business only in the ordinary and usual course
consistent with past practices (including in the case of Roosevelt Financial and
its Subsidiaries the matters set forth in the fourth and fifth sentences of
Section 3.2 hereof) and shall, and shall cause each such Subsidiary to, use its
best efforts to maintain and preserve its business organization, employees and
advantageous business relationships and retain the services of its officers and
key employees.
4.2 Forbearances. Except as provided herein, during the period from the
------------
date of this Agreement to the Effective Time, Sentinel Financial shall not and
shall not permit any of the Sentinel Financial Subsidiaries to, without the
prior written consent of Roosevelt Financial:
(a) declare, set aside or pay any dividends or other distributions,
directly or indirectly, in respect of its capital stock (other than
ordinary, normal dividends from a wholly owned Subsidiary of Sentinel
Financial to Sentinel Financial or another wholly owned Subsidiary of
Sentinel Financial);
(b) enter into or amend any employment, severance or similar
agreement or arrangement with any director or officer or employee, or
materially modify any of the Sentinel Financial Employee Plans or security
acquisition loans relating thereto (or prepay in whole or in part any such
loans) or grant any salary or wage increase or materially increase any
employee benefit (including incentive or bonus payments), except (i) normal
individual bonuses and increases in compensation to employees, in each case
and in the aggregate consistent with past practice or to the extent
required by law or contract, (ii) as set forth in Section 5.8 of this
Agreement and (iii) such increases of which Sentinel Financial notifies
Roosevelt Financial in writing and which Roosevelt Financial does not
disapprove in writing within ten days of the receipt of such notice;
(c) except to the extent that the fulfillment of the fiduciary duties
of Sentinel Financial's directors requires such action, as so advised in
writing by Sentinel Financial's outside counsel, authorize, recommend,
propose or announce an intention to authorize, so recommend or
24
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propose, or enter into an agreement in principle with respect to, any
merger, consolidation or business combination (other than the Merger), any
acquisition of a material amount of assets or securities, any disposition
of a material amount of assets or securities or any release or
relinquishment of any material contract rights;
(d) except as may be required by law or regulation, propose or adopt
any amendments to its certificate of incorporation or other charter
document or bylaws;
(e) issue, sell, grant, confer or award any of its Equity Securities
(except shares of Sentinel Financial Common Stock issued pursuant to
options that were granted under the Sentinel Financial Option Plan and are
outstanding on the date of this Agreement) or effect any stock split or
adjust, combine, reclassify or otherwise change its capitalization as it
exists on the date of this Agreement;
(f) purchase, redeem, retire, repurchase, or exchange, or otherwise
acquire or dispose of, directly or indirectly, any of its Equity
Securities, whether pursuant to the terms of such Equity Securities or
otherwise;
(g) (i) without first consulting with Roosevelt Financial, enter into
or increase any loan or credit commitment (including stand-by letters of
credit) to, or invest or agree to invest in, any person or entity or modify
any of the material provisions or renew or otherwise extend the maturity
date of any existing loan or credit commitment (collectively, "Lend to") in
an amount in excess of $100,000, provided no such consultation shall be
required in respect of single-family residential loans or credits not
exceeding $350,000 that are made in compliance with Sentinel Federal's
lending policies as in effect on the date hereof; (ii) enter into, or
increase in an amount in excess of $350,000 any commercial or multi-family
real estate loan or credit commitment (including stand-by letters of
credit) to, or invest or agree to invest in, any commercial or multi-family
real estate project or entity, or Lend to any person other than in
accordance with lending policies as in effect on the date hereof, provided
that Sentinel Financial or any Sentinel Financial Subsidiary may make any
such loan in the event (A) Sentinel Financial or any Sentinel Financial
Subsidiary has delivered to Roosevelt Financial or its designated
representative a notice of its intention to make such loan and such
information as Roosevelt Financial or its designated representative may
reasonably require in respect thereof and (B) Roosevelt Financial or its
designated representative shall not have objected to such loan by giving
written or facsimile notice of such objection within two business days
following the delivery to Roosevelt Financial of the notice of intention
and information as aforesaid; (iii) Lend to any person or entity, any of
the loans or other extensions of credit to which or investments in which
are on a "watch list" or similar internal report of Sentinel Financial or
any Sentinel Financial Subsidiary (except those denoted "pass" or similar
notation thereon), in an amount in excess of $100,000; or (iv) enter into
any agreement or engage in any transaction which reasonably could be
construed as materially affecting the asset/liability management or
interest rate risk management position of Sentinel Financial or Sentinel
Federal (in this regard, Sentinel Financial shall promptly telecopy to
Roosevelt Financial copies of all Sentinel Financial or Sentinel Federal
loan and deposit pricing reports as well as summaries of any proposed asset
sales and secondary market transactions as soon as they are identified);
provided, however, that nothing in this paragraph shall prohibit Sentinel
Financial or any Sentinel Financial Subsidiary from honoring any
contractual obligation in existence on the date of this Agreement or, with
respect to loans described in clause (i) above, making such loans after
consulting with Roosevelt Financial in accordance with the provisions of
that clause.
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(h) directly or indirectly (including, without limitation, through its
officers, directors, employees or other representatives) (i) initiate,
solicit or encourage any discussions, inquiries or proposals with any third
party relating to the disposition of any significant portion of the
business or assets of Sentinel Financial or any Sentinel Financial
Subsidiary or the acquisition of 10% or more of any class of Equity
Securities of Sentinel Financial or any Sentinel Financial Subsidiary or
the merger of Sentinel Financial or any Sentinel Financial Subsidiary with
any person (other than Roosevelt Financial) or any similar transaction
(each such transaction being referred to in this Section 4.2(h) as an
"Acquisition Transaction") or (ii) except to the extent that the
fulfillment of the fiduciary duties of Sentinel Financial's directors
requires such action, as so advised in writing by Sentinel Financial's
outside counsel, directly or indirectly, (including through its officers,
directors, employees or other representatives), provide any such person
with information or assistance or negotiate with any such person with
respect to an Acquisition Transaction, and Sentinel Financial shall
immediately notify Roosevelt Financial orally and in reasonable detail of
all the relevant facts relating to all inquiries, indications of interest
and proposals which it may receive with respect to any Acquisition
Transaction and promptly confirm the same to Roosevelt Financial in
writing;
(i) take any action that would (A) materially impede or delay the
consummation of the transactions contemplated by this Agreement or the
ability of Roosevelt Financial or Sentinel Financial to obtain any approval
of any Regulatory Authority required for the transactions contemplated by
this Agreement or to perform its covenants and agreements under this
Agreement or (B) prevent the Merger from qualifying as a pooling of
interests for accounting purposes, the Company Merger from qualifying as a
reorganization within the meaning of Section 368(a)(1)(A) of the Code or
the Bank Merger from qualifying as a reorganization within the meaning of
Section 368(a)(1)(A) or (D) of the Code;
(j) other than in the ordinary course of business consistent with past
practice, incur any indebtedness for borrowed money, assume, guarantee,
endorse or otherwise as an accommodation become responsible or liable for
the obligations of any other individual, corporation or other entity; or
(k) agree in writing or otherwise to take any of the foregoing
actions or engage in any activity, enter into any transaction or take or
omit to take any other act which would make any of the representations and
warranties in Article II of this Agreement untrue or incorrect in any
material respect if made anew after engaging in such activity, entering
into such transaction, or taking or omitting such other act.
ARTICLE V
ADDITIONAL AGREEMENTS
5.1 Access and Information. Roosevelt Financial and the Roosevelt
----------------------
Financial Subsidiaries, on the one hand, and Sentinel Financial and the Sentinel
Financial Subsidiaries, on the other hand, shall each afford to each other, and
to the other's accountants, counsel and other representatives, reasonable access
during the period prior to the Effective Time, to all their respective
properties, books, contracts, commitments and records and, during such period,
each shall furnish promptly to the other (i) a copy of each report, schedule and
other document filed or received by it during such period pursuant to the
requirements of federal and state securities laws and (ii) all other information
concerning its business,
26
<PAGE>
properties and personnel as such other party may reasonably request. Except as
may be required by law, each party hereto shall, and shall cause its advisors
and representatives to, (A) hold confidential all information obtained in
connection with any transaction contemplated hereby with respect to the other
party which is not otherwise public knowledge, (B) return all documents
(including copies thereof) obtained hereunder from the other party to such other
party and (C) use its best efforts to cause all information obtained pursuant to
this Agreement or in connection with the negotiation of this Agreement to be
treated as confidential and not use, or knowingly permit others to use, any such
information unless such information becomes generally available to the public.
5.2 Registration Statement; Regulatory Matters.
------------------------------------------
(a) Roosevelt Financial, in cooperation with Sentinel Financial,
shall prepare and, subject to the review and consent of Sentinel Financial
with respect to matters relating to Sentinel Financial (which consent shall
not be unreasonably withheld), file with the SEC as soon as reasonably
practicable, but in no event later than 90 days from the date of this
Agreement, the Registration Statement (or the equivalent in the form of
preliminary proxy material), with respect to the shares of Roosevelt
Financial Common Stock to be issued in the Merger. Roosevelt Financial
shall use its best efforts to cause the Registration Statement to become
effective. Roosevelt Financial shall also take any reasonable action
required to be taken under any applicable state blue sky or securities laws
in connection with the issuance of such shares, and Sentinel Financial and
the Sentinel Financial Subsidiaries shall furnish Roosevelt Financial all
information concerning Sentinel Financial and the Sentinel Financial
Subsidiaries and the stockholders thereof as Roosevelt Financial may
reasonably request in connection with any such action. Sentinel Financial
authorizes Roosevelt Financial to utilize in the Registration Statement the
information concerning Sentinel Financial and the Sentinel Financial
Subsidiaries provided to Roosevelt Financial for inclusion in the
Prospectus/Proxy Statement. Roosevelt Financial shall advise Sentinel
Financial promptly when the Registration Statement has become effective and
of any supplements or amendments thereto, and shall furnish Sentinel
Financial with copies of all such documents.
(b) Sentinel Financial and Roosevelt Financial shall cooperate and
use their respective best efforts to promptly prepare all documentation, to
effect all filings and to obtain all permits, consents, approvals and
authorizations of all third parties and Regulatory Authorities necessary to
consummate the transactions contemplated by this Agreement and, as and if
directed by Roosevelt Financial, to consummate such other mergers,
consolidations or asset transfers or other transactions by and among the
Roosevelt Financial Subsidiaries and the Sentinel Financial Subsidiaries
concurrently with or following the Effective Time, provided that such
actions do not materially impede or delay the consummation of the
transactions contemplated by this Agreement.
5.3 Stockholder Approval. Sentinel Financial shall call a meeting of its
--------------------
stockholders to be held as soon as practicable on a mutually agreeable date for
the purpose of voting upon the Merger. In connection with such meeting,
Roosevelt Financial and Sentinel Financial shall cooperate in the preparation of
the Prospectus/Proxy Statement and, with the approval of each of Roosevelt
Financial and Sentinel Financial, which approvals will not be unreasonably
withheld, the Prospectus/Proxy Statement shall be mailed to the stockholders of
Sentinel Financial. The Board of Directors of Sentinel Financial shall submit
for approval of Sentinel Financial's stockholders the matters to be voted upon
at such meeting. The Board of Directors of Sentinel Financial hereby does and
(except to the extent that the fulfillment of the fiduciary duties of Sentinel
Financial's directors so requires, as so advised in writing by Sentinel
Financial's outside counsel) will (i) recommend this Agreement and the
transactions contemplated hereby to the stockholders of Sentinel Financial and
(ii) use its best efforts to obtain any
27
<PAGE>
vote of Sentinel Financial's stockholders necessary for the approval and
adoption of this Agreement and the Merger.
5.4 Current Information. During the period from the date of this
-------------------
Agreement to the Effective Time, each party shall promptly furnish the other
with copies of all monthly and other interim financial statements as the same
become available and shall cause one or more of its designated representatives
to confer on a regular and frequent basis with representatives of the other
party. Each party shall promptly notify the other party of any material change
in its business or operations, of any fact, omission or condition which makes
untrue or misleading or shows to have been untrue or misleading the information
supplied by it for inclusion in the Registration Statement or the
Prospectus/Proxy Statement, and of any governmental complaints, investigations
or hearings (or communications indicating that the same may be contemplated), or
the institution or the threat of material litigation involving such party, and
shall keep the other party fully informed of such events.
5.5 Agreements of Affiliates. As soon as practicable after the date of
------------------------
this Agreement, Sentinel Financial shall deliver to Roosevelt Financial a
letter, reviewed by its counsel, identifying all persons whom Sentinel Financial
believes to be "affiliates" of Sentinel Financial for purposes of Rule 145 under
the Securities Act or for purposes of qualifying for pooling of interests
accounting treatment for the Merger. Sentinel Financial shall use its best
efforts to cause each person who is so identified as an "affiliate" to deliver
to Roosevelt Financial, as soon as practicable thereafter, a written agreement,
in form and substance reasonably satisfactory to Roosevelt Financial, providing
that from the date of such agreement each such person will agree not to sell,
pledge, transfer or otherwise dispose of any shares of stock of Sentinel
Financial held by such person or any shares of Roosevelt Financial Common Stock
to be received by such person in the Merger (i) during the period commencing 30
days prior to the Merger and ending at the time of publication of financial
results covering at least 30 days of combined operations after the Merger and
(ii) at any time, except in compliance with the applicable provisions of the
Securities Act and other applicable laws and regulations. Prior to the Effective
Time, Sentinel Financial shall amend and supplement such letter and use its best
efforts to cause each additional person who is identified as an "affiliate" to
execute a written agreement as set forth in this Section 5.5.
5.6 Expenses. Each party hereto shall bear its own expenses incident to
--------
preparing, entering into and carrying out this Agreement and to consummating the
Merger, provided, however, that Roosevelt Financial shall pay all printing and
mailing expenses and filing fees associated with the Registration Statement and
the Prospectus/Proxy Statement and all filings with Regulatory Authorities for
approval of this Agreement.
5.7 Miscellaneous Agreements and Consents. Subject to the terms and
-------------------------------------
conditions herein provided, and except to the extent required for the
fulfillment of the fiduciary duties of Sentinel Financial's directors as so
advised in writing by Sentinel Financial's outside counsel, each of the parties
hereto agrees to use its respective best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
the transactions contemplated by this Agreement as expeditiously as possible,
including without limitation using its respective best efforts to lift or
rescind any injunction or restraining order adversely affecting the ability of
the parties to consummate the transactions contemplated hereby. Subject to the
terms and conditions of this Agreement, each party shall, and shall cause each
of its respective Subsidiaries to, use its best efforts to obtain consents of
all third parties and Regulatory Authorities necessary or, in the reasonable
opinion of Roosevelt Financial, desirable for the consummation of the
transactions contemplated by this Agreement.
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5.8 Employee Agreements and Benefits.
--------------------------------
(a) Following the Effective Time, Roosevelt Financial or Roosevelt
Bank shall honor in accordance with its terms the employment agreement to
be entered into between Roosevelt Bank and Craig D. Laemmli in the form set
forth in Schedule 5.8, which agreement shall be executed at the Closing. As
of the Effective Time, all employment contracts or similar agreements
theretofore existing between Sentinel Financial or any of its Subsidiaries
and Craig D. Laemmli shall terminate without any payment or penalty
obligation and be superseded and replaced in its entirety by the employment
agreement referred to in the immediately preceding sentence of this Section
5.8(a). In the event that the substantive terms of the employment agreement
between Craig D. Laemmli and Roosevelt Bank in the form set forth in
Schedule 5.8 are modified in any manner that would materially diminish the
anticipated benefits of such employment agreement to Mr. Laemmli, he and
Roosevelt Bank shall be under no obligation to execute said agreement and
Roosevelt Financial and Roosevelt Bank agree that, at and following the
Effective Time, Craig D. Laemmli's existing employment agreement dated
January 7, 1994 shall remain in effect. Roosevelt Financial and Roosevelt
Bank further agree that, notwithstanding any other provision herein, in the
event Mr. Laemmli's existing employment agreement remains in effect
pursuant to the preceding sentence, the Company Merger shall constitute a
change in control within the meaning of Section 5(a) of said agreement.
Roosevelt Financial and Roosevelt Bank agree, and Mr. Laemmli has
heretofore acknowledged and agreed with Roosevelt Financial and Roosevelt
Bank, that upon the Company Merger, in the event that Mr. Laemmli's
existing employment agreement remains in effect pursuant to the second
preceding sentence, Mr. Laemmli shall be entitled to receive in full
satisfaction of the obligations of Roosevelt Financial, Roosevelt Bank,
Sentinel Financial and Sentinel Federal under such existing employment
agreement, in cash, 299 percent of Mr. Laemmli's "base amount" of
compensation, as defined in Section 280G(b)(3) of the Code; provided,
however, that Mr. Laemmli has heretofore acknowledged and agreed that in no
event shall Roosevelt Financial or Roosevelt Bank be obligated to make any
payment or provide any benefits under his existing employment agreement or
otherwise that would be nondeductible by Roosevelt Financial or Roosevelt
Bank for federal tax purposes pursuant to Section 280G of the Code. Neither
Sentinel Financial nor Sentinel Federal shall make, and neither Roosevelt
Financial nor Roosevelt Federal shall be in any manner obligated to make,
any payment whatsoever to any other Sentinel Financial or Sentinel Federal
director or employee under any circumstance in which such payment is not or
will not be deductible under Section 162(m) or Section 280G of the Code.
For at least one year after the Effective Time, and for so long thereafter
as the participating directors and Roosevelt Bank deem the relationship to
be mutually beneficial and subject to compliance with the Thrift
Regulations, the directors of Sentinel Financial who wish to do so may
serve as regional Advisory Directors of Roosevelt Bank with a retainer fee
for each such Advisory Director of $500 per month.
(b) Except to the extent provided in Sections 1.3(f) and 5.8(d)
hereof: (i) the provisions of each plan, program or arrangement providing
for the issuance or grant of any interest in respect of the capital stock
of Sentinel Financial or any Sentinel Financial Subsidiary shall be
terminated as of the Effective Time and (ii) Sentinel Financial shall
ensure that following the Effective Time no participant in any Sentinel
Financial Employee Plan shall have any right thereunder to acquire any
securities of Sentinel Financial, any Sentinel Financial Subsidiary,
Roosevelt Financial, any Roosevelt Financial Subsidiary, or any successor
in interest to any of such entities.
Shares of Sentinel Financial Common Stock issued pursuant to the
Sentinel Federal Savings and Loan Association of Kansas City Management
Recognition and Development
29
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Plan and Trust Agreement for Officers and Key Employees and the Sentinel
Federal Savings and Loan Association of Kansas City Management Recognition
and Development Plan and Trust Agreement for Outside Directors (together,
the "MRP Plans") that are subject to forfeiture restrictions shall no
longer be subject to such restrictions upon the Effective Time and the
certificates for Roosevelt Financial Common Stock issued in the exchange
shall not contain any legend relating to the MRP Plans.
(c) Roosevelt Bank anticipates retaining the employees of Sentinel
Federal as employees of Roosevelt Bank after the Effective Time, subject to
the needs of Roosevelt Bank and the qualifications of such employees. Those
employees (other than Craig D. Laemmli) who are not retained for at least
six months after the Effective Time will be offered a severance arrangement
of (i) four weeks' pay plus (ii) an additional week's pay for each year of
service to Sentinel Financial or any Sentinel Financial Subsidiary (and
shall be entitled to receive in cash the value of their unused accrued
vacation leave to the extent it has been expensed and accrued in the
regular course of business for financial reporting purposes during the
periods it was earned). Employees of Sentinel Financial or any Sentinel
Financial Subsidiary who continue in employment with Roosevelt Financial or
any Roosevelt Financial Subsidiary following the Effective Time shall be
credited for prior years of service with Sentinel Financial or any Sentinel
Financial Subsidiary for purposes of eligibility and vesting (but not for
the accrual of benefits) under Roosevelt Financial and Roosevelt Financial
Subsidiary benefit plans and policies (including, without limitation,
vacation and sick leave policies), there shall be no exclusion from medical
coverage as the result of pre-existing conditions that were covered under
the medical plan of Sentinel Financial or the applicable Sentinel Financial
Subsidiary, and such employees shall be entitled to participate on an
equitable basis in the same benefit plans and policies as are generally
available to Roosevelt Financial and Roosevelt Bank employees of similar
rank and status not later than January 1, 1998.
In the event that the combined benefits allocable under the Sentinel
Qualified Plans (as hereinafter defined) and any qualified retirement plans
of Roosevelt Financial or the Roosevelt Financial Subsidiaries, as
applicable (the "Roosevelt Qualified Plans"), by virtue of the allocation
under Section 5.8(d)(ii) hereof or otherwise, exceed the applicable
limitations of Section 415 of the Code, any required reductions in
allocations necessary to meet such limitations will be made first to the
benefits allocable under the Roosevelt Qualified Plans.
(d) Prior to the Effective Time, and except to the extent necessary to
effectuate the intent of subparagraphs (i) and (ii) below, Sentinel
Financial shall make no amendments to the Sentinel Federal Employee Stock
Ownership Plan (the "Sentinel Federal ESOP") or any other tax-qualified
retirement plan maintained by Sentinel Financial or any of its Subsidiaries
(together with the Sentinel Federal ESOP, the "Sentinel Qualified Plans")
without the prior written approval of Roosevelt Financial and shall make no
additional contributions to the Sentinel Federal ESOP except for
contributions that are (x) made on or before the earlier of June 30, 1996
or the Effective Time, at levels and with a frequency that is not in excess
of prior practice, and (y) applied to the repayment of ESOP indebtedness
("Debt"); provided, however, that the Sentinel Federal ESOP may be amended
--------- --------
to provide for full vesting of participant accounts at the Effective Time.
(i) As soon as practicable after the Effective Time (but not
prior to the publication of financial results covering at least 30
days of combined operations after the Merger) and without adversely
affecting the qualified status of the Sentinel Federal ESOP, the
trustees of the Sentinel Federal ESOP shall convert to cash a portion
of the
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<PAGE>
Roosevelt Financial Common Stock received by the Sentinel Federal ESOP
in the Company Merger with respect to unallocated Sentinel Financial
Common Stock in order to repay the entire outstanding balance of the
Sentinel Federal ESOP loan.
(ii) As soon as practicable after the retirement of the Sentinel
Federal ESOP loan as provided in subparagraph (i) above (but not later
than 120 days after the publication of financial results covering at
least 30 days of combined operations after the Merger) and without
adversely affecting the qualified status of the Sentinel Federal ESOP,
the trustees of the Sentinel Federal ESOP shall allocate the remaining
Roosevelt Financial Common Stock received by the Sentinel Federal ESOP
in the Company Merger with respect to unallocated shares of Sentinel
Financial Common Stock to the accounts of all participants in the
Sentinel Federal ESOP (whether or not such participants are then
actively employed) and beneficiaries in proportion to the account
balances of such participants and beneficiaries as they existed as of
the Effective Time (and, if required, to the accounts of former
participants or their beneficiaries) as investment earnings of the
Sentinel Federal ESOP (except to the extent that any such allocations
would be subject to the limitations of Section 415 of the Code for
such year). Sentinel Financial, at its expense, may make an
Application for Determination to the appropriate District Office of
the Internal Revenue Service for a determination letter or ruling,
relating to whether unallocated employer securities (or proceeds)
remaining after full payment of the Sentinel Federal ESOP loan can be
allocated as ESOP earnings to participants or former participants of
the Sentinel Federal ESOP as of the Effective Time without any amount
thereof being subject to limitation on allocation under Section 415 of
the Code. In the event that a favorable determination or ruling is
received by Sentinel Financial on or prior to 90 days following the
Effective Time relating to the matters set forth in the preceding
sentence, then the Sentinel Federal ESOP shall make allocation of
unallocated employer securities in a manner consistent with the
favorable determination letter or ruling. If a favorable determination
letter or ruling is not received within the time period specified in
the preceding sentence, then in that event, after full payment of the
Sentinel Federal ESOP loan, unallocated employer securities shall be
allocated as of the Effective Time subject to the limitation on
allocation under Section 415 of the Code. No allocation of employer
securities (or proceeds) shall be made under the Sentinel Federal ESOP
relating to periods after the Effective Time and no employer
contribution shall be made to the Sentinel Federal ESOP relating to
periods after the Effective Time.
(iii) As of the Effective Time, the administrative and other
authority previously exercised with respect to the Sentinel Federal
ESOP by the Board of Directors of Sentinel Financial shall be
exercised solely by a Committee appointed and selected by the Board of
Directors of Sentinel Financial and in place under the terms of the
Sentinel Federal ESOP ("Committee"), which authority shall include the
authority to appoint and remove trustees of the Sentinel Federal ESOP.
(iv) Subject to Roosevelt Financial waiting 120 days after the
publication of financial results covering at least 30 days of combined
operations after the Merger with respect to the Sentinel Federal ESOP
only to permit allocations to be made pursuant to subparagraph (ii),
Roosevelt Financial may terminate the Sentinel Qualified Plans,
continue the Sentinel Qualified Plans, or merge the Sentinel Qualified
Plans with other tax-qualified retirement plans maintained by
Roosevelt Financial or its Subsidiaries, all in its sole discretion,
but in a manner consistent with the requirements of ERISA and the
applicable provisions of the Code. The vested
31
<PAGE>
accrued benefits of participants in the Sentinel Qualified Plans shall
not be reduced by virtue of any such termination, continuation or
merger of the Sentinel Qualified Plans. Any such termination or merger
may be effective as of the Effective Time.
(v) Neither Roosevelt Financial nor any of its Subsidiaries
shall have any obligation to make any contributions to the Sentinel
Qualified Plans.
5.9 Press Releases. The initial press release announcing this Agreement
--------------
shall be as previously agreed upon by Roosevelt Financial and Sentinel
Financial. Except as deemed by Sentinel Financial, after consultation with its
outside counsel, to be necessary to comply with applicable law, Sentinel
Financial and its Subsidiaries shall not issue any press releases or written
statements for general public circulation relating to this Agreement or any of
the transactions contemplated hereby without the prior consent of Roosevelt
Financial, which consent shall not be unreasonably withheld.
5.10 D&O Indemnification and Insurance. Roosevelt Financial (and any
---------------------------------
successor) shall indemnify, defend and hold harmless the present and former
directors, officers and employees of Sentinel Financial and the Sentinel
Financial Subsidiaries against all liabilities, claims, losses, damages or
judgments, or amounts paid in settlement with the approval of Roosevelt
Financial (which approval shall not be unreasonably withheld) of any claim,
action, or suit, arising out of actions or omissions occurring at or prior to
the Effective Time (including, without limitation, the transactions contemplated
by this Agreement) regardless of whether such matter is asserted or claimed
prior to, at or after the Effective Time, to the fullest extent such persons are
indemnified under the DGCL and Sentinel Financial's Certificate of Incorporation
and Bylaws as in effect on the date hereof, including provisions relating to the
advancement of expenses incurred in the defense of any litigation. Roosevelt
Financial shall use its reasonable best efforts to cause the persons serving as
officers and directors of Sentinel Federal immediately prior to the Effective
Time to be covered for a period of three years from the Effective Time by single
(one-time) premium tail coverage under the directors' and officers' liability
insurance policy maintained by Sentinel Federal (provided that Roosevelt
Financial may substitute therefor policies of at least the same coverage and
amounts containing terms and conditions which are not materially less
advantageous than such policy) with respect to acts or omissions occurring prior
to the Effective Time which were committed by such officers and directors in
their capacity as such; provided, however, that in no event shall Roosevelt
Financial be required to expend in the aggregate more than 150% of the annual
amount currently expended by Sentinel Federal (the "Insurance Amount") to
maintain or procure insurance coverage pursuant hereto and further provided that
if Roosevelt Financial is unable to maintain or obtain the insurance called for
by this Section 5.10, Roosevelt Financial shall use its reasonable best efforts
to obtain as much comparable insurance as is available for the Insurance Amount.
5.11 Third Parties. Sentinel Financial and each Sentinel Financial
-------------
Subsidiary, as applicable, shall immediately terminate all negotiations or
discussions concerning any Acquisition Transaction with parties other than
Roosevelt Financial and enforce the terms of all confidentiality agreements with
such other parties; provided, however, that nothing in this Section 5.11 is
intended to preclude, after such termination, the ability of Sentinel Financial
and the Sentinel Financial Subsidiaries to engage in the actions set forth in
Section 4.2(h)(ii), but only under the circumstances and to the extent permitted
thereby.
5.12 Schedule 13D or 13G Filings. Sentinel Financial shall immediately
---------------------------
advise Roosevelt Financial of the receipt (and, to the Best Knowledge of
Sentinel, the filing) after the date hereof of all Schedules 13D or 13G (and all
Schedule 13D or 13G amendments) under the Exchange Act with respect to Sentinel
Financial Common Stock, and shall provide Roosevelt Financial with a copy of
each such Schedule 13D or 13G or Schedule 13D or 13G amendment promptly after
receipt thereof.
32
<PAGE>
5.13 Dissenting Shareholders' Appraisal Rights. Roosevelt Financial and
-----------------------------------------
Sentinel Financial, as applicable, will comply with all applicable notification
and other provisions of regulations or statutes relating to Dissenting Shares.
5.14 Reservation of Shares. Roosevelt Financial shall take all corporate
---------------------
action necessary to reserve for issuance a sufficient number of shares of
Roosevelt Financial Common Stock for delivery upon exercise of Sentinel
Financial stock options assumed by it in accordance with Section 1.3(f) hereof.
As soon as practicable after the Effective Time, Roosevelt Financial shall file
an appropriate registration statement with respect to the shares of Roosevelt
Financial Common Stock subject to such options and shall use its best efforts to
maintain the effectiveness of such registration statement or registration
statements (and maintain the current status of the prospectus or prospectuses
contained therein) for so long as such options remain outstanding.
5.15 Nasdaq Listing. Roosevelt Financial shall use all reasonable efforts
--------------
to cause the securities to be issued in the Merger, and to be reserved for
issuance upon exercise of Sentinel Financial stock options, to be approved for
listing on the Nasdaq Stock Market (or such other national securities exchange
or stock market on which such securities shall then be traded), subject to
official notice of issuance, prior to or as of the Closing.
5.16 Assistance with Third-Party Agreements. Sentinel Financial and
---------------------------------------
Sentinel Federal shall cooperate with, and use all reasonable efforts to assist,
Roosevelt Financial and Roosevelt Bank in (i) gaining access to all of Sentinel
Financial's and Sentinel Federal's third-party vendors, and the landlords of all
of Sentinel Financial's and Sentinel Federal's leased properties, promptly after
the date of this Agreement, and (b) obtaining the cooperation of such third-
parties in a smooth transition in accordance with Roosevelt Financial's and
Roosevelt Federal's timetable at or after the Effective Time. Sentinel
Financial and Sentinel Federal shall also, at Roosevelt Financial's or Roosevelt
Bank's request, give notice of termination of third-party contracts to be
effective at or after the Effective Time, and take such additional action as may
be necessary or reasonably appropriate to ensure that such contracts are
terminated at the date requested.
5.17 Notices and Communications. Sentinel Financial and Sentinel Federal
--------------------------
shall, if requested to do so by Roosevelt Financial or Roosevelt Bank following
receipt of all approvals of governmental authorities to the transactions
contemplated by this Agreement, but prior to the expiration of any statutory
waiting periods, cooperate with Roosevelt Financial and Roosevelt Bank by
sending necessary or appropriate customer notifications and communications to
advise such customers of the impending transaction and of Roosevelt Financial's
and Roosevelt Bank's plans for following the Effective Time.
5.18 Insurance Policies Assignment. Sentinel Financial and Sentinel
-----------------------------
Federal agree to make commercially reasonable efforts to obtain consent to
assignment of any insurance policies of Sentinel Financial or Sentinel Federal
if requested to do so by Roosevelt Financial or Roosevelt Bank. Sentinel
Financial and Sentinel Federal shall also inform Roosevelt Financial and
Roosevelt Bank no later than the Effective Time of any material unfiled
insurance claims of which they have knowledge and for which they believe
coverage exists.
33
<PAGE>
ARTICLE VI
CONDITIONS
6.1 Conditions to Each Party's Obligation to Effect the Merger. The
----------------------------------------------------------
respective obligations of each party to effect the Merger shall be subject to
the fulfillment or waiver at or prior to the Effective Time of the following
conditions:
(a) This Agreement and the Merger shall have received the requisite
approval of the stockholders of Sentinel Financial at the meeting of
stockholders called pursuant to Section 5.3 of this Agreement;
(b) All requisite approvals of this Agreement and the transactions
contemplated hereby shall have been received from the OTS and all other
Regulatory Authorities, if any, having approval authority with respect to
the Merger, without the imposition of any condition which differs from
conditions customarily imposed by such Regulatory Authorities in orders
approving acquisitions of the type contemplated hereby and compliance with
which would materially diminish the reasonably anticipated benefits of the
Merger to Roosevelt Financial or Roosevelt Bank, and all applicable waiting
periods shall have expired.
(c) The Registration Statement shall have been declared effective and
shall not be subject to a stop order or any threatened stop order.
(d) Neither Roosevelt Financial, Roosevelt Bank, Sentinel Financial
nor Sentinel Federal shall be subject to any order, decree or injunction of
a court or agency of competent jurisdiction which enjoins or prohibits the
consummation of the Merger.
(e) A tax opinion addressed to both Roosevelt Financial and Sentinel
Financial by counsel or independent certified accountants mutually
acceptable to Roosevelt Financial and Sentinel Financial shall have been
obtained with respect to the Merger, based on customary reliance and
subject to customary qualifications, to the effect that for federal income
tax purposes:
(i) The Company Merger and the Bank Merger will each qualify as a
"reorganization" under Section 368(a) of the Code.
(ii) No gain or loss will be recognized by Roosevelt Financial,
Roosevelt Bank, Sentinel Financial or Sentinel Federal by reason of
the Company Merger or the Bank Merger.
(iii) No gain or loss will be recognized by any Sentinel Financial
shareholder (except in connection with the receipt of cash in lieu of
a fractional share of Roosevelt Financial Common Stock) upon the
exchange of Sentinel Financial Common Stock solely for Roosevelt
Financial Common Stock in the Merger .
(iv) The basis of the Roosevelt Financial Common Stock received
by a Sentinel Financial shareholder who exchanges Sentinel Financial
Common Stock for Roosevelt Financial Common Stock will be the same as
the basis of the Sentinel Financial Common Stock surrendered in
exchange therefor (subject to any adjustments required as
34
<PAGE>
the result of receipt of cash in lieu of a fractional share of
Roosevelt Financial Common Stock).
(v) The holding period of the Roosevelt Financial Common Stock
received by a Sentinel Financial shareholder receiving Roosevelt
Financial Common Stock will include the period during which the
Sentinel Financial Common Stock surrendered in exchange therefore was
held (provided that such Common Stock of such Sentinel Financial
shareholder was held as a capital asset at the Effective Time).
(vi) Cash received by a Sentinel Financial shareholder in lieu
of a fractional share interest of Roosevelt Financial Common Stock
will be treated as having been received as a distribution in full
payment in exchange for the fractional share interest of Roosevelt
Financial Common Stock which he would otherwise be entitled to receive
and will qualify as capital gain or loss (assuming the Sentinel
Financial stock was a capital asset in his hands at the Effective
Time).
(f) Listing of Shares. The securities to be issued in the Merger shall
-----------------
be approved for listing as contemplated by Section 5.15 hereof, subject to
official notice of issuance.
6.2 Conditions to Obligations of Sentinel Financial and Sentinel
------------------------------------------------------------
Federal to Effect the Merger. The obligations of Sentinel Financial and Sentinel
- ----------------------------
Federal to effect the Merger shall be subject to the fulfillment or waiver at or
prior to the Effective Time of the following additional conditions:
(a) Representations and Warranties. The representations and
------------------------------
warranties of Roosevelt Financial and Roosevelt Bank set forth in
Article III of this Agreement shall be true and correct in all
material respects as of the date of this Agreement and as of the
Effective Time (as though made on and as of the Effective Time except
(i) to the extent such representations and warranties are by their
express provisions made as of a specified date, (ii) for the effect of
transactions contemplated by this Agreement and (iii) where the
failure to be true and correct would not have a material adverse
effect on the Condition of Roosevelt Financial and its Subsidiaries
taken as a whole) and Sentinel Financial and Sentinel Federal shall
have received a certificate of the president and chief executive
officer of Roosevelt Financial and Roosevelt Bank to that effect.
(b) Performance of Obligations. Roosevelt Financial and
--------------------------
Roosevelt Bank shall have performed in all material respects all
obligations required to be performed by them under this Agreement
prior to the Effective Time, and Sentinel Financial and Sentinel
Federal shall have received a certificate of the president and chief
executive officer of Roosevelt Financial and Roosevelt Bank to that
effect.
(c) Opinion of Counsel. Sentinel Financial and Sentinel
------------------
Federal shall have received an opinion from Silver, Freedman & Taff,
L.L.P., counsel to Roosevelt Financial and Roosevelt Bank, dated the
Closing Date, in form and substance substantially as heretofore
provided to Sentinel Financial and Sentinel Federal.
(d) Delivery of Merger Consideration. Roosevelt Financial shall
--------------------------------
have provided to the Exchange Agent (i) certificates representing at
least the aggregate number of shares of Roosevelt Financial Common
Stock to be issued to the shareholders of Sentinel Financial pursuant
to the provisions of Section 1.3(a) hereof and (ii) sufficient cash to
pay to Sentinel Financial shareholders their fractional share interest
as provided in Section 1.3(e) hereof.
35
<PAGE>
6.3 Conditions to Obligations of Roosevelt Financial and Roosevelt Bank
-------------------------------------------------------------------
to Effect the Merger. The obligations of Roosevelt Financial and Roosevelt
- ---------------------
Bank to effect the Merger shall be subject to the fulfillment or waiver at or
prior to the Effective Time of the following additional conditions:
(a) Representations and Warranties. The representations and
------------------------------
warranties of Sentinel Financial and Sentinel Federal set forth in Article
II of this Agreement shall be true and correct as of the date of this
Agreement and as of the Effective Time (as though made on and as of the
Effective Time except (i) to the extent such representations and warranties
are by their express provisions made as of a specific date, (ii) for the
effect of transactions contemplated by this Agreement and (iii) where the
failure to be true and correct would not have a material adverse effect on
the Condition of Sentinel Financial and its Subsidiaries taken as a whole)
and Roosevelt Financial and Roosevelt Bank shall have received a
certificate of the president and chief executive officer of Sentinel
Financial and Sentinel Federal to that effect.
(b) Performance of Obligations. Sentinel Financial and Sentinel
--------------------------
Federal shall have performed in all material respects all obligations
required to be performed by them under this Agreement prior to the
Effective Time, and Roosevelt Financial and Roosevelt Bank shall have
received a certificate of the president and chief executive officer of
Sentinel Financial and Sentinel Federal to that effect.
(c) Opinion of Counsel. Roosevelt Financial and Roosevelt Bank shall
------------------
have received an opinion from Breyer & Aguggia, special counsel to Sentinel
Financial and Sentinel Federal, dated the Closing Date, in form and
substance substantially as heretofore provided to Roosevelt Financial and
Roosevelt Bank.
(d) Voting Agreements. Simultaneous with the execution and delivery
-----------------
of this Agreement (and in the case of any person who becomes a director of
Sentinel Financial after the execution and delivery of this Agreement,
promptly upon becoming such a director), each of the directors of Sentinel
Financial shall have executed and delivered to Roosevelt Financial a Voting
Agreement in the form attached hereto as Exhibit A.
(e) Third Party Consents. All consents or approvals of all persons
--------------------
(other than Regulatory Authorities) required for or in connection with the
execution, delivery and performance of this Agreement or the consummation
of the Merger shall have been obtained and shall be in full force and
effect, except only such consents and approvals the failure to obtain which
would not, individually and in the aggregate, have a material adverse
effect on the Condition of Roosevelt Financial as the surviving
corporation.
(f) Pooling of Interests. Roosevelt Financial shall have received from
--------------------
KPMG Peat Marwick LLP a letter, in the form then customarily issued by such
accountants in transactions of this type, to the effect that the Merger
will qualify for pooling of interests accounting treatment.
(g) Agreements of Affiliates. Roosevelt Financial shall have received
------------------------
the written affiliates' agreements described in Section 5.5 hereof.
(h) Supervisory Agreement The Supervisory Agreement, dated December
---------------------
20, 1989, between Sentinel Federal and the OTS shall have been terminated
prior to the Effective Time.
36
<PAGE>
ARTICLE VII
TERMINATION, AMENDMENT AND WAIVER
7.1 Termination. This Agreement may be terminated at any time prior
-----------
to the Effective Time, whether before or after any requisite stockholder
approval:
(a) by mutual consent of the Board of Directors of Roosevelt
Financial and the Board of Directors of Sentinel Financial;
(b) by the Board of Directors of Roosevelt Financial or the Board of
Directors of Sentinel Financial at any time after January 31, 1997 if the
Company Merger shall not theretofore have been consummated (provided that
the terminating party is not then in material breach of any representation,
warranty, covenant or other agreement contained herein);
(c) by the Board of Directors of Roosevelt Financial or the Board of
Directors of Sentinel Financial if (i) any Regulatory Authority denies
approval of the Merger, or (ii) the stockholders of Sentinel Financial do
not approve this Agreement and the Merger at the meeting referred to in
Section 5.3 (provided that the terminating party is not then in material
breach of any representation, warranty, covenant or other agreement
contained herein);
(d) by the Board of Directors of Roosevelt Financial in the event of a
material breach by Sentinel Financial or Sentinel Federal of any
representation, warranty, covenant or other agreement contained in this
Agreement, which breach is not cured within 30 days after written notice
thereof to Sentinel Financial by Roosevelt Financial;
(e) by the Board of Directors of Sentinel Financial in the event of a
material breach by Roosevelt Financial or Roosevelt Bank of any
representation, warranty, covenant or other agreement contained in this
Agreement, which breach is not cured within 30 days after written notice
thereof is given to Roosevelt Financial by Sentinel Financial.
(f) by the Board of Directors of Sentinel Financial if in the exercise
of good faith judgment as to fiduciary duties to stockholders imposed by
law, as advised in writing by special counsel, the Board of Directors of
Sentinel Financial determines that such termination is required by the
occurrence of any of the events set forth in subparagraphs (i), (ii) or
(iii) of Section 7.2(a), provided that Sentinel Financial's ability to
terminate this Agreement pursuant to this paragraph is conditioned upon the
prior payment by Sentinel Financial of the Third-Party Fee (as defined in
Section 7.2(a).
7.2 Effect of Termination. In the event of termination of this Agreement
---------------------
as provided in Section 7.1 hereof, this Agreement shall forthwith become void
and there shall be no liability under this Agreement on the part of Roosevelt
Financial or Sentinel Financial or their respective officers or directors except
as set forth in the second sentence of Section 5.1, in Section 5.6, in the last
sentence of Section 8.1 or in this Section 7.2.
(a) Third-Party Fee In recognition of the expenses of, and other
---------------
opportunities forgone by, Roosevelt Financial in connection with this
Agreement and the Merger, the parties agree that Sentinel Financial shall
pay to Roosevelt Financial a fee of $680,000 in cash (the
37
<PAGE>
"Third-Party Fee") on demand if, within 18 months after the date hereof,
the Merger has not been completed and there occurs any of the events set
forth in subparagraphs (i), (ii) or (iii) below.
(i) Any person other than Roosevelt Financial or an affiliate of
Roosevelt Financial acquires beneficial ownership of 25% or more of
the then-outstanding Sentinel Financial Common Stock;
(ii) Sentinel Financial or any of its affiliates, without having
received Roosevelt Financial's prior written consent, enters into an
agreement to engage in an Acquisition Transaction (as defined below)
with any person (the term "person" for purposes of this Agreement
having the meaning assigned thereto in Sections 3(a)(9) and 13(d)(3)
of the Exchange Act and the rules and regulations thereunder) other
than Roosevelt Financial or any of its Subsidiaries, or Sentinel
Financial's Board of Directors recommends that the shareholders of
Sentinel Financial approve or accept any Acquisition Transaction with
any person other than Roosevelt Financial or any of its Subsidiaries.
For purposes of this Section, "Acquisition Transaction" shall mean (i)
a merger or consolidation, or any similar transaction, involving
Sentinel Financial or Sentinel Federal, (ii) a purchase, lease or
other acquisition of all or substantially all of the assets of
Sentinel Financial or Sentinel Federal, or (iii) a purchase or other
acquisition (including by way of merger, consolidation, share exchange
or otherwise) of securities representing 10% or more of the voting
power of Sentinel Financial or Sentinel Federal; provided, that the
term "Acquisition Transaction" does not include any internal merger or
consolidation involving only Sentinel Financial and/or its
Subsidiaries; or
(iii) A bona fide proposal is made by a third party to Sentinel
Financial or any of its Subsidiaries or shareholders to engage in an
Acquisition Transaction and after such proposal is made any of the
following events occurs: Sentinel Financial willfully breaches this
Agreement and such breach entitles Roosevelt Financial to terminate
this Agreement; the holders of Sentinel Financial Common Stock do not
approve this Agreement at the meeting referred to in Section 5.3; such
meeting is not held or is canceled prior to termination of this
Agreement for reasons other than the fault of Roosevelt Financial; or
Sentinel Financial's Board of Directors withdraws or modifies in a
manner adverse to Roosevelt Financial the recommendation of Sentinel
Financial's Board of Directors with respect to this Agreement.
Notwithstanding the foregoing, Sentinel Financial shall not be
obligated to pay to Roosevelt Financial the Third-Party Fee if, prior to
the occurrence any of the events set forth in subparagraphs (i), (ii) or
(iii) above, Sentinel Financial validly terminates this Agreement pursuant
to Sections 7.1(a), (c)(i) or (e).
7.3 Amendment. This Agreement and the Schedules hereto may be
---------
amended by the parties hereto, by action taken by or on behalf of their
respective Boards of Directors, at any time before or after approval of this
Agreement by the stockholders of Sentinel Financial; provided, however, that
after any such approval by the stockholders of Sentinel Financial no such
modification shall (i) alter or change the amount or kind of consideration to be
received by holders of Sentinel Financial Common Stock as provided in this
Agreement or (ii) adversely affect the tax treatment to Sentinel Financial
stockholders of the stock portion of the Merger Consideration. This Agreement
may not be amended except by an instrument in writing signed on behalf of each
of Roosevelt Financial and Sentinel Financial.
38
<PAGE>
7.4 Severability. Any term, provision, covenant or restriction contained
------------
in this Agreement held by a court or a Regulatory Authority of competent
jurisdiction to be invalid, void or unenforceable, shall be ineffective to the
extent of such invalidity, voidness or unenforceability, but neither the
remaining terms, provisions, covenants or restrictions contained in this
Agreement nor the validity or enforceability thereof in any other jurisdictions
shall be affected or impaired thereby. Any term, provision, covenant or
restriction contained in this Agreement that is so found to be so broad as to be
unenforceable shall be interpreted to be as broad as is enforceable.
7.5 Waiver. Any term, condition or provision of this Agreement may be
------
waived in writing at any time by the Board of Directors of the party which is,
or whose stockholders are, entitled to the benefits thereof.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Non-Survival of Representations, Warranties and Agreements. No
----------------------------------------------------------
investigation by the parties hereto made heretofore or hereafter shall affect
the representations and warranties of the parties which are contained herein and
each such representation and warranty shall survive such investigation. Except
as set forth below in this Section 8.1, all representations, warranties and
agreements in this Agreement of the parties or in any instrument delivered by a
party pursuant to or in connection with this Agreement shall not survive at the
Effective Time or the termination of this Agreement in accordance with its
terms. In the event of consummation of the Merger, the agreements contained in
or referred to in Sections 5.2, 5.8 and 5.10 shall survive the Effective Time.
In the event of termination of this Agreement in accordance with its terms, the
agreements contained in or referred to in the second sentence of Section 5.1,
in Sections 5.6 and 7.2 and in the last sentence of this Section 8.1 shall
survive such termination. Nothing herein shall relieve a breaching party from
liability to a non-breaching party in the event of a proper termination of this
Agreement pursuant to Section 7.1(d) or Section 7.1(e).
8.2 Notices. All notices and other communications hereunder shall be in
-------
writing and shall be deemed to be duly received (i) on the date given if
delivered personally or (ii) upon confirmation of receipt if by facsimile
transmission or (iii) on the date received if mailed by registered or certified
mail (return receipt requested), in each case to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
(i) if to Roosevelt Financial or Roosevelt Bank, or both:
Roosevelt Financial Group, Inc.
900 Roosevelt Parkway
Chesterfield, Missouri 63017
Attention: Stanley J. Bradshaw
President and Chief
Executive Officer
Telecopy: (314) 532-6292
39
<PAGE>
Copies to:
Gary W. Douglass
Executive Vice President and
Chief Financial Officer
Roosevelt Financial Group, Inc.
900 Roosevelt Parkway
Chesterfield, Missouri 63017
Telecopy: (314) 532-6641
and
Silver, Freedman & Taff, L.L.P.
1100 New York Avenue, N.W.
Washington, D.C. 20005
Attention: Christopher R. Kelly, P.C.
Telecopy: (202) 682-0354
(ii) if to Sentinel Financial or Sentinel Federal, or both:
Sentinel Financial, Inc.
1001 Walnut Street
Kansas City, Missouri 64106
Attention: Craig D. Laemmli
President and Chief
Executive Officer
Telecopy: (816) 472-0045
Copy to:
Breyer & Aguggia
Suite 470 East
1300 I Street, N.W.
Washington, D.C. 20005
Attention: John F. Breyer, Jr., Esq.
Telecopy: (202) 737-7979
8.3 Miscellaneous. This Agreement (including the Schedules referred to
-------------
herein) (i) constitutes the entire agreement and supersedes all other prior
agreements and understandings, both written and oral, among the parties, or any
of them, with respect to the subject matter hereof, including any
confidentiality agreement between the parties hereto, (ii) except as expressly
provided herein, is not intended to confer upon any person not a party hereto
any rights or remedies hereunder, (iii) shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns
and (iv) shall be governed in all respects by the laws of the State of Delaware,
except as otherwise specifically provided herein or required by federal law or
regulation. The table of contents and headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. This Agreement may be executed in
counterparts which together shall constitute a single agreement.
40
<PAGE>
Roosevelt Financial, Roosevelt Bank, Sentinel Financial and Sentinel
Federal have caused this Agreement to be duly executed by their authorized
representatives on the date first above written.
SENTINEL FINANCIAL CORPORATION ROOSEVELT FINANCIAL GROUP, INC.
By: /s/ Craig D. Laemmli By: /s/ Stanley J. Bradshaw
----------------------- ------------------------
Name: Craig D. Laemmli Name: Stanley J. Bradshaw
Title: President and Chief Title: President and Chief
Executive Officer Executive Officer
Attested by: /s/ John C. Spencer Attested by: /s/ Gary W. Douglass
----------------------- ------------------------
Name: John C. Spencer Name: Gary W. Douglass
Title: Executive Vice President, Title: Executive Vice President and
Controller and Secretary Chief Financial Officer
SENTINEL FEDERAL SAVINGS AND LOAN ROOSEVELT BANK
ASSOCIATION OF KANSAS CITY
By: /s/ Craig D. Laemmli By: /s/ Stanley J. Bradshaw
----------------------- ------------------------
Name: Craig D. Laemmli Name: Stanley J. Bradshaw
Title: President and Chief Title: President and Chief
Executive Officer Executive Officer
Attested by: /s/ John C. Spencer Attested by: /s/ Gary W. Douglass
----------------------- ------------------------
Name: John C. Spencer Name: Gary W. Douglass
Title: Executive Vice President, Title: Executive Vice President and
Controller and Secretary Chief Financial Officer
41
<PAGE>
APPENDIX II
[LETTERHEAD OF TRIDENT FINANCIAL CORPORATION]
Form of Opinion
[Date]
Board of Directors
Sentinel Financial Corporation
1001 Walnut Street
Kansas City, MO 64106
Gentlemen:
You have requested our opinion as to the fairness, from a financial point
of view, to the holders of shares of common stock (the "Sentinel Common Stock")
of Sentinel Financial Corporation ("Sentinel") of the consideration to be
received by such stockholders in the Merger (the "Merger") of Sentinel with
Roosevelt Financial Group, Inc. ("Roosevelt"), pursuant to the Agreement and
Plan of Merger and Reorganization dated March 22, 1996 (the "Agreement").
As more specifically set forth in the Agreement, and subject to a number of
conditions and procedures described in the Agreement, in the Merger each of the
issued and outstanding shares of Sentinel Common Stock shall be converted into
1.4231 shares (the "Exchange Ratio") of Roosevelt Common Stock. All unexercised
options for the right to purchase shares of Sentinel Common Stock shall be
exchanged for Roosevelt options using the Exchange Ratio applicable to the
holders of Sentinel Common Stock.
Trident Financial Corporation ("Trident") is a financial consulting and
investment banking firm experienced in the valuation of business enterprises
with considerable experience in the valuation of thrift institutions. Since
1975, Trident has valued hundreds of thrift institutions in connection with
mutual-to-stock conversions, mergers and acquisitions, as well as other
transactions. Trident is not affiliated with Sentinel or Roosevelt.
In connection with rendering our opinion, we have reviewed and analyzed,
among other things, the following: (i) the Proxy Statement/Prospectus (ii) the
Agreement; (iii) certain publicly available information concerning Sentinel,
including the audited financial statements of Sentinel for each of the years in
the three year period ended June 30, 1995 and unaudited financial statements for
each of the six month periods ended March 31, 1995 and 1996; (iv) certain
publicly available information concerning Roosevelt, including the audited
financial statements of Roosevelt for each of the years in the three year period
ended December 31, 1995 and unaudited financial statements for each of the three
month periods ended March 31, 1995 and 1996; (v) certain other internal
information, primarily financial in nature, concerning the business and
operations of Sentinel and Roosevelt furnished to us by Sentinel and Roosevelt
for purposes of our analysis; (vi) information with respect to the trading
market for Sentinel Common Stock; (vii) information with respect to the trading
market for Roosevelt Common
<PAGE>
Board of Directors
[Date]
Page 2
Stock; (viii) certain publicly available information with respect to other
companies that we believe to be comparable to Sentinel and Roosevelt and the
trading markets for such other companies' securities; and (ix) certain publicly
available information concerning the nature and terms of other transactions that
we believe relevant to our inquiry. We have also met with certain officers and
employees of Sentinel and Roosevelt to discuss the foregoing as well as other
matters we believe relevant to our inquiry.
In our review and analysis and in arriving at our opinion, we have assumed
and relied upon the accuracy and completeness of all of the financial and other
information provided to us or publicly available. We have not attempted
independently to verify any such information. We have not conducted a physical
inspection of the properties or facilities of Sentinel or Roosevelt, nor have we
made or obtained any independent evaluations or appraisals of any of such
properties or facilities. We did not specifically evaluate Sentinel's or
Roosevelt's loan portfolio or the adequacy of Sentinel's or Roosevelt's reserves
for possible loan losses.
In conducting our analysis and arriving at our opinion as expressed herein,
we have considered such financial and other factors as we have deemed
appropriate under the circumstances including, among others, the following: (i)
the historical and current financial condition and results of operations of
Sentinel and Roosevelt, including interest income, interest expense, net
interest income, net interest margin, interest sensitivity, non-interest
expenses, earnings, dividends, book value, return on assets, return on equity,
capitalization, the amount and type of non-performing assets and the reserve for
loan losses; (ii) the business prospects of Sentinel and Roosevelt; (iii) the
economies in Sentinel's and Roosevelt's market areas; (iv) the historical and
current market for Sentinel Common Stock and Roosevelt Common Stock and for the
equity securities of certain other companies that we believe to be comparable to
Sentinel and Roosevelt; and (v) the nature and terms of certain other
acquisition transactions that we believe to be relevant. We have also taken
into account our assessment of general economic, market, financial and
regulatory conditions and trends, as well as our knowledge of the thrift
industry, our experience in connection with similar transactions, and our
knowledge of securities valuation generally. Our opinion necessarily is based
upon conditions as they exist and can be evaluated on the date hereof. Our
opinion is, in any event, limited to the fairness, from a financial point of
view, of the consideration to be received by the holders of Sentinel Common
Stock in the Merger and does not address Sentinel's underlying business decision
to effect the Merger.
Based upon and subject to the foregoing, we are of the opinion that the
consideration to be received by the holders of Sentinel Common Stock in the
Merger is fair, as of the date hereof, from a financial point of view, to such
holders.
This opinion is being delivered to the Board of Directors of Sentinel and
is not to be reproduced, disseminated or delivered to any third party without
the express written consent of Trident Financial Corporation, except as required
by law.
Very truly yours,
TRIDENT FINANCIAL CORPORATION
<PAGE>
APPENDIX III
DELAWARE GENERAL CORPORATION LAW
SECTION 262
APPRAISAL RIGHTS.--(a) Any stockholder of a corporation of this State who
holds shares of stock on the date of the making of a demand pursuant to
subsection (d) of this section with respect to such shares, who continuously
holds such shares through the effective date of the merger or consolidation, who
has otherwise complied with subsection (d) of this section and who has neither
voted in favor of the merger or consolidation nor consented thereto in writing
pursuant to Section 228 of this title shall be entitled to an appraisal by the
Court of Chancery of the fair value of his shares of stock under the
circumstances described in subsections (b) and (c) of this section. As used in
this section, the word "stockholder" means a holder of record of stock in a
stock corporation and also a member of record of a nonstock corporation; the
words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock
corporation; and the words "depository receipt" mean a receipt or other
instrument issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to Sections 251, 252, 254, 257, 258, 263 or 264 of this title:
(1) Provided, however, that no appraisal rights under this section
shall be available for the shares of any class or series of stock which
stock, or depository receipts in respect thereof, at the record date fixed
to determine the stockholders entitled to receive notice of and to vote at
the meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no
appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require
for its approval the vote of the holders of the surviving corporation as
provided in subsections (f) or (g) of Section 251 of this title.
(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required
by the terms of an agreement of merger or consolidation pursuant to
Sections 251, 252, 254, 257, 258, 263 and 264 of this title to accept for
such stock anything except:
a. Shares of stock of the corporation surviving or resulting
from such merger or consolidation, or depository receipts in respect
thereof;
b. Shares of stock of any other corporation, or depository
receipts in respect thereof, which shares of stock or depository
receipts at the effective date of the merger or consolidation will be
either listed on a national securities exchange or designated as a
national market system security on an interdealer quotation system by
the National Association of Securities Dealers, Inc. or held of record
by more than 2,000 holders;
c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or
d. Any combination of the shares of stock, depository receipts
and cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this
paragraph.
(3) In the event all of the stock of a subsidiary Delaware
corporation party to a merger effected under Section 253 of this title is
not owned by the parent corporation immediately prior to the merger,
appraisal rights shall be available for the shares of the subsidiary
Delaware corporation.
<PAGE>
(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights
are provided under this section is to be submitted for approval at a
meeting of stockholders, the corporation, not less than 20 days prior to
the meeting, shall notify each of its stockholders who was such on the
record date for such meeting with respect to shares for which appraisal
rights are available pursuant to subsections (b) or (c) hereof that
appraisal rights are available for any or all of the shares of the
constituent corporations, and shall include in such notice a copy of this
section. Each stockholder electing to demand the appraisal of his shares
shall deliver to the corporation, before the taking of the vote on the
merger or consolidation, a written demand for appraisal of his shares. Such
demand will be sufficient if it reasonably informs the corporation of the
identity of the stockholder and that the stockholder intends thereby to
demand the appraisal of his shares. A proxy or vote against the merger or
consolidation shall not constitute such a demand. A stockholder electing to
take such action must do so by a separate written demand as herein
provided. Within 10 days after the effective date of such merger or
consolidation, the surviving or resulting corporation shall notify each
stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation as of the date that the merger or consolidation has become
effective; or
(2) If the merger or consolidation was approved pursuant to Section
228 or 253 of this title, the surviving or resulting corporation, either
before the effective date of the merger or consolidation or within 10 days
thereafter, shall notify each of the stockholders entitled to appraisal
rights of the effective date of the merger or consolidation and that
appraisal rights are available for any or all of the shares of the
constituent corporation, and shall include in such notice a copy of this
section. The notice shall be sent by certified or registered mail, return
receipt requested, addressed to the stockholder at his address as it
appears on the records of the corporation. Any stockholder entitled to
appraisal rights may, within 20 days after the date of mailing of the
notice, demand in writing from the surviving or resulting corporation the
appraisal of his shares. Such demand will be sufficient if it reasonably
informs the corporation of the identity of the stockholder and that the
stockholder intends thereby to demand the appraisal of his shares.
(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to
appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the merger
or consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not voted
in favor of the merger or consolidation and with respect to which demands for
appraisal have been received and the aggregate number of holders of such shares.
Such written statement shall be mailed to the stockholder within 10 days after
his written request for such a statement is received by the surviving or
resulting corporation or within 10 days after expiration of the period for
delivery of demands for appraisal under subsection (d) hereof, whichever is
later.
(f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which
shall within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered
II-2
<PAGE>
or certified mail to the surviving or resulting corporation and to the
stockholders shown on the list at the addresses therein stated. Such notice
shall also be given by 1 or more publications at least 1 week before the day of
the hearing, in a newspaper of general circulation published in the City of
Wilmington, Delaware or such publication as the Court deems advisable. The
forms of the notices by mail and by publication shall be approved by the Court,
and the costs thereof shall be borne by the surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.
(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair
rate of interest, the Court may consider all relevant factors, including the
rate of interest which the surviving or resulting corporation would have had to
pay to borrow money during the pendency of the proceeding. Upon application by
the surviving or resulting corporation or by any stockholder entitled to
participate in the appraisal proceeding, the Court may, in its discretion,
permit discovery or other pretrial proceedings and may proceed to trial upon the
appraisal prior to the final determination of the stockholder entitled to an
appraisal. Any stockholder whose name appears on the list filed by the
surviving or resulting corporation pursuant to subsection (f) of this section
and who has submitted his certificates of stock to the Register in Chancery, if
such is required, may participate fully in all proceedings until it is finally
determined that he is not entitled to appraisal rights under this section.
(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.
(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection
(d) of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation, either within 60
days after the effective date of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written approval of the
corporation, then the right of such stockholder to an appraisal shall cease.
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
shall be dismissed as to any stockholder without the approval of the Court, and
such approval may be conditioned upon such terms as the Court deems just.
(l) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.
III-3
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware empowers Roosevelt
to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a director, officer, employee or agent of
Roosevelt or is or was serving as such with respect to another corporation or
other entity at the request of Roosevelt. Section Ten of Roosevelt's
Certificate of Incorporation provides that each person who was or is made a
party to (or is threatened to be made a party to) or is otherwise involved in
any action, suit or proceeding by reason of the fact that such person is or was
a director, officer, employee or agent of Roosevelt or acting at the request of
Roosevelt as a director, officer, employee or agent of another corporation or
other entity shall be indemnified and held harmless by Roosevelt to the fullest
extent authorized by the General Corporation Law of Delaware against all
expenses, liability and loss (including without limitation attorney's fees,
judgments, fines and amounts paid in settlement) reasonably incurred by such
person in connection therewith. The rights conferred by Section Ten are
contractual rights and include the right to be paid by Roosevelt the expenses
incurred in defending such action, suit or proceeding in advance of the final
disposition thereof.
Section Eleven of Roosevelt's Certificate of Incorporation provides that
Roosevelt's directors will not be personally liable to Roosevelt or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (i) for any breach of the duty of loyalty to Roosevelt
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of Delaware (which makes directors
liable for unlawful dividends or unlawful stock repurchases or redemptions) or
(iv) for transactions from which directors derive improper personal benefit.
Roosevelt maintains directors and officers liability insurance.
II-1
<PAGE>
Item 21. Exhibits and Financial Statement Schedules
The following Exhibits are filed as part of this Registration Statement.
<TABLE>
<CAPTION>
<S> <C>
2.1 Agreement and Plan of Merger and Reorganization, dated as of
March 22, 1996 (included as Appendix I to the Proxy
Statement/Prospectus)
4.1 Certificate of Incorporation (incorporated by reference to
Exhibit 4.1 to Roosevelt's Registration Statement No. 33-79308)
4.2 Bylaws of Roosevelt Financial Group, Inc. (incorporated by reference
to Exhibit 3.2 to Roosevelt's Registration Statement No. 33-20337)
4.3 Specimen common stock certificate (incorporated by reference to
Exhibit 4 to Roosevelt's Registration Statement No. 33-20337)
4.4 Certificate of Designation of 6 1/2% Non-Cumulative Convertible
Preferred Stock, Series A (incorporated by reference to Exhibit 4.3
to Roosevelt's Registration Statement No. 33-76738)
4.5 Specimen stock certificate of 6 1/2% Non-Cumulative Convertible
Preferred Stock, Series A (incorporated by reference to Exhibit 4.4
to Roosevelt's Registration Statement No. 33-76738)
4.6 Indenture, dated as of April 15, 1988, with respect to Roosevelt's
10 1/8% Mortgage-Backed Bonds, due April 15, 2018*
4.7 Indenture, dated as of July 30, 1992, with respect to Roosevelt's
9 1/2% Subordinated Notes, due August 1, 2002 (incorporated by
reference to Exhibit 4.1 to Roosevelt's Registration Statement
No. 33-49108)
4.8 Certificate of Designation of 6 1/2% Non-Cumulative Convertible
Preferred Stock, Series F (incorporated by reference to Exhibit 4.15
to Roosevelt's Registration Statement No. 33-79308)
4.9 Specimen stock certificate of 6 1/2% Non-Cumulative Convertible
Preferred Stock, Series F (incorporated by reference to Exhibit 4.16
to Roosevelt's Registration Statement No. 33-79308)
5 Opinion of Silver, Freedman & Taff, L.L.P. as to legality of the
securities being registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5)
23.4 Consent of Trident Financial Corporation
24 Power of Attorney (contained on signature page)
99 Form of proxy card of Sentinel Financial Corporation
</TABLE>
- ---------------------------
* Registrant hereby agrees to furnish a copy of the instrument to the SEC upon
request.
II-2
<PAGE>
Item 22. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Roosevelt's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
(d) Roosevelt undertakes that every prospectus (i) that is filed pursuant to
paragraph (c) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities and at that
time shall be deemed to be the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Roosevelt pursuant to the foregoing provisions, or otherwise, Roosevelt has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
II-3
<PAGE>
against such liabilities (other than the payment by Roosevelt of expenses
incurred or paid by a director, officer or controlling person of Roosevelt in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Roosevelt will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(f) The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in the
Registration Statement when it became effective.
(g) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Chesterfield, State of
Missouri, on May 24, 1996.
------------
ROOSEVELT FINANCIAL GROUP, INC.
By: /s/Stanley J. Bradshaw
---------------------------------
Stanley J. Bradshaw
President, Chief Executive Officer
and Director
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
We, the undersigned directors and officers of the Registrant, hereby
severally constitute and appoint Stanley J. Bradshaw and Gary W. Douglass, and
either of them, our true and lawful attorneys and agents, to do any and all
things in our names in the capacities indicated below which said Stanley J.
Bradshaw and/or Gary W. Douglass may deem necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the registration statement on Form S-4 relating to the offering
of the registrant's common stock, including specifically, but not limited to,
power and authority to sign for us in our names in the capacities indicated
below this registration statement and any and all amendments (including post-
effective amendments) thereto; and, we hereby approve, ratify and confirm all
that said Stanley J. Bradshaw and/or Gary W. Douglass shall do or cause to be
done by virtue thereof.
By: /s/Stanley J. Bradshaw By: /s/Gary W. Douglass
--------------------------------- ---------------------------------
Stanley J. Bradshaw Gary W. Douglass
President, Chief Executive Executive Vice President and
Officer and Director Chief Financial Officer
(Principal Executive Officer) (Principal Financial and
Accounting Officer)
Date: May 24, 1996 Date: May 24, 1996
--------------------------------- ---------------------------------
By: /s/Douglas T. Breeden By: /s/Richard E. Beumer
---------------------------------- ---------------------------------
Douglas T. Breeden Richard E. Beumer
Chairman of the Board Director
Date: May 24, 1996 Date: May 24, 1996
--------------------------------- --------------------------------
<PAGE>
By: /s/Anat Bird By: /s/Robert M. Clayton II
---------------------------------- --------------------------------
Anat Bird Robert M. Clayton II
Senior Executive Vice President, Director
Chief Operating Officer and
Director
Date: May 24, 1996 Date: May 24, 1996
--------------------------------- --------------------------------
By: /s/Bradbury Dyer III By: /s/Patricia M. Gammon
---------------------------------- --------------------------------
Bradbury Dyer III Patricia M. Gammon
Director Director
Date: May 24, 1996 Date: May 24, 1996
--------------------------------- --------------------------------
By: /s/Hiram S. Liggett, Jr. By: /s/Clarence M. Turley, Jr.
---------------------------------- --------------------------------
Hiram S. Liggett, Jr. Clarence M. Turley, Jr.
Director Director
Date: May 24, 1996 Date: May 24, 1996
--------------------------------- --------------------------------
By: /s/Alvin D. Vitt
----------------------------------
Alvin D. Vitt
Director
Date: May 24, 1996
---------------------------------
<PAGE>
EXHIBIT INDEX
-------------
The following Exhibits are filed in connection with the Registration Statement
of Roosevelt Financial Group, Inc. on Form S-4, pursuant to the requirements of
Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Exhibit Page No.
- ----------- ------- -------
<S> <C> <C>
2.1 Agreement and Plan of Merger and Reorganization, dated as
of March 22, 1996 (included as Appendix I to the Proxy
Statement/Prospectus)
4.1 Certificate of Incorporation (incorporated by reference n/a
to Exhibit 4.1 to Roosevelt's Registration Statement
No. 33-79308)
4.2 Bylaws of Roosevelt Financial Group, Inc. (incorporated n/a
by reference to Exhibit 3.2 to Roosevelt's
Registration Statement No. 33-20337)
4.3 Specimen common stock certificate (incorporated by n/a
reference to Exhibit 4 to Roosevelt's
Registration Statement No. 33-20337)
4.4 Certificate of Designation of 6 1/2% Non-Cumulative n/a
Convertible Preferred Stock, Series A (incorporated by
reference to Exhibit 4.3 to Roosevelt's Registration
Statement No. 33-76738)
4.5 Specimen stock certificate of 6 1/2% Non-Cumulative n/a
Convertible Preferred Stock, Series A (incorporated by
reference to Exhibit 4.4 to Roosevelt's Registration
Statement No. 33-76738)
4.6 Indenture, dated as of April 15, 1988, with respect to n/a
Roosevelt's 10 1/8% Mortgage-Backed Bonds, due
April 15, 2018*
4.7 Indenture, dated as of July 30, 1992, with respect to n/a
Roosevelt's 9 1/2% Subordinated Notes, due
August 1, 2002 (incorporated by reference to Exhibit 4.1
to Roosevelt's Registration Statement No. 33-49108)
4.8 Certificate of Designation of 6 1/2% Non-Cumulative n/a
Convertible Preferred Stock, Series F (incorporated by
reference to Exhibit 4.15 to Roosevelt's Registration
Statement No. 33-79308)
4.9 Specimen stock certificate of 6 1/2% Non-Cumulative n/a
Convertible Preferred Stock, Series F (incorporated by
reference to Exhibit 4.16 to Roosevelt's Registration
Statement No. 33-79308)
5 Opinion of Silver, Freedman & Taff, L.L.P. as to legality
of the securities being registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Silver, Freedman & Taff, L.L.P. (included in n/a
Exhibit 5)
23.4 Consent of Trident Financial Corporation
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Exhibit Page No.
- ----------- ------- --------
<S> <C>
24 Power of Attorney (contained on signature page)
99 Form of proxy card of Sentinel Financial Corporation
</TABLE>
- ------------------------
* Registrant hereby agrees to furnish a copy of the instrument to the SEC
upon request.
n/a Not applicable.
<PAGE>
EXHIBIT 5
OPINION OF SILVER, FREEDMAN & TAFF, L.L.P.
AS TO LEGALITY OF THE SECURITIES BEING REGISTERED
<PAGE>
[LETTERHEAD OF SILVER, FREEDMAN & TAFF L.L.P.]
May 23 , 1996
--------
Roosevelt Financial Group, Inc.
900 Roosevelt Parkway
Chesterfield, Missouri 63017
Re: Registration Statement on Form S-4
Members of the Board of Directors:
We have examined (i) the Agreement and Plan of Merger and Reorganization by
and among Roosevelt Financial Group, Inc. (the "Company"), Roosevelt Bank,
Sentinel Financial Corporation and Sentinel Federal Savings and Loan Association
of Kansas City (the "Merger Agreement"), (ii) the Registration Statement on Form
S-4 (the "Registration Statement") filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), and the public offering prospectus (the
"Prospectus"), relating to the issuance by the Company of up to 850,000 shares
of common stock, par value $.01 per share (the "Common Stock"), in the manner
set forth in the Registration Statement and the Prospectus, (iii) the Company's
Certificate of Incorporation and Bylaws and (iv) records of the Company's
corporate proceedings relative to its organization and to the issuance of the
Common Stock.
We have examined originals, or copies identified to our satisfaction, of
such corporate records of the Company and have made such examinations of law as
we have deemed relevant. In our examination, we have assumed and have not
verified (i) the genuineness of all signatures, (ii) the authenticity of all
documents submitted to us as originals, (iii) the conformity with the originals
of all documents supplied to us as copies, and (iv) the accuracy and
completeness of all corporate records and documents and all certificates and
statements of fact, in each case given or made available to us by the Company.
We have relied upon certificates and other written documents from public
officials and government agencies and departments and we have assumed the
accuracy and authenticity of such certificates and documents.
Based upon the foregoing, and having a regard for such legal considerations
as we deem relevant, we are of the opinion that the Common Stock will be, upon
issuance, against payment therefor as contemplated in the Merger Agreement,
legally issued, fully paid and non-assessable.
We consent to the use of this opinion, to the incorporation by reference of
such opinion as an exhibit to the Registration Statement and to the reference to
our firm and our opinion under the heading "Legal Matters" in the Registration
Statement filed by the Company, and all amendments thereto. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
<PAGE>
Independent Auditors' Consent
-----------------------------
The Board of Directors
Roosevelt Financial Group, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-4 of Roosevelt Financial Group, Inc. ("Roosevelt") of our report dated January
16, 1996, relating to the consolidated balance sheets of Roosevelt Financial
Group, Inc. and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1995, which report
appears in the December 31, 1995 Annual Report on Form 10-K of Roosevelt and to
the reference to our firm under the heading "Experts" in the Proxy
statement/Prospectus.
Our report refers to a change during 1993 in the method of accounting for
certain investments in debt securities. Additionally, our report states that
the supplemental fair value balance sheets of Roosevelt have been prepared by
management to present relevant financial information that is not provided by the
historical cost balance sheets and is not intended to be a presentation in
conformity with gererally accepted accounting principles. The supplemental fair
value balance sheets do not purport to present the net realizable, liquidation,
or market value of Roosevelt as a whole. Furthermore, amounts ultimately
realized by Roosevelt from the disposal of assets may vary significantly from
the fair values presented.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
May 23, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
<PAGE>
[LETTERHEAD OF DELOITTE & TOUCHE LLP APPEARS HERE]
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Roosevelt Financial
Group, Inc. on Form S-4 of our report dated August 11, 1995 (which expresses an
unqualified opinion and includes explanatory paragraphs referring to the
operation of Sentinel Federal Savings and Loan Association of Kansas City under
a supervisory agreement with the Office of Thrift Supervision and changes in
method of accounting for certain investments in debt and equity securities
during the year ended June 30, 1995 and income taxes during the year ended June
30, 1994), appearing in the Proxy Statement/Prospectus, which is a part of this
Registration Statement.
We also consent to the reference to us under the heading "Experts" in such Proxy
Statement/Prospectus.
/s/ Deloitte & Touche LLP
May 23, 1996
<PAGE>
EXHIBIT 23.4
CONSENT OF TRIDENT FINANCIAL CORPORATION
<PAGE>
[LETTERHEAD OF TRIDENT FINANCIAL CORPORATION]
May 23, 1996
We hereby consent to the use of our name and to the description of our
opinion letter, to be signed and dated the date of the Proxy
Statement/Prospectus referred to below, under the caption "The Merger--Opinion
of Financial Advisor" in, and to the inclusion of such opinion letter as
Appendix II to, the Proxy Statement/Prospectus of Roosevelt Financial Group,
Inc. and Sentinel Financial Corporation, which Proxy Statement/Prospectus is
part of this Registration Statement on Form S-4 of Roosevelt Financial Group,
Inc. By giving such consent we do not thereby admit that we are experts with
respect to any part of such Registration Statement within the meaning of the
term "expert" as used in, or that we come within the category of persons whose
consent is required under, the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
TRIDENT FINANCIAL CORPORATION
By /s/ Michael A. Murphy
-------------------------
Michael A. Murphy
Managing Director
MAM/CP
5-9-MAM
<PAGE>
EXHIBIT 99
FORM OF PROXY CARD OF SENTINEL FINANCIAL CORPORATION
<PAGE>
REVOCABLE PROXY
SENTINEL FINANCIAL CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
____________________, 1996
The undersigned hereby appoints the Board of Directors of Sentinel
Financial Corporation ("Sentinel"), and its survivor, with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of Sentinel which the undersigned is entitled to vote at
the Special Meeting of Stockholders (the "Meeting"), to be held on __________,
______________, 1996, at ________________________, located at
__________________________, Kansas City, Missouri at _:__ _.m., local time, as
follows:
The approval of the Agreement and Plan of Merger and Reorganization, dated
as of March 22, 1996, by and among Roosevelt Financial Group, Inc.,
Roosevelt Bank, Sentinel and Sentinel Federal Savings and Loan Association
of Kansas City, and the transactions contemplated thereby.
[_] FOR [_] AGAINST [_] ABSTAIN
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting.
The Board of Directors recommends a vote "FOR"
the listed proposals.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY
OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED
BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE MEETING.
- ------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, and
after notification to the Secretary of Sentinel at the Meeting of the
stockholder's decision to terminate this proxy, then the power of such attorneys
and proxies shall be deemed terminated and of no further force and effect.
The undersigned acknowledges receipt from Sentinel, prior to the execution
of this proxy, of Notice of the Meeting and a Proxy Statement/Prospectus.
Dated:
------------------------ ----------------------------------------------
PRINT NAME OF STOCKHOLDER
----------------------------------------------
SIGNATURE OF STOCKHOLDER
----------------------------------------------
PRINT NAME OF STOCKHOLDER
----------------------------------------------
SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on
this card. When signing as attorney, executor,
administrator, trustee or guardian, please
give your full title. If shares are held
jointly, each holder should sign.
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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE
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