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Exhibit 99.1
IRREVOCABLE PROXY
This IRREVOCABLE PROXY ("Proxy") is dated as of December 8, 2000 by
and among FBOP Corporation, an Illinois corporation ("Buyer"), FBOP Acquisition
Company, a Delaware corporation and a wholly-owned subsidiary of Buyer
("Acquisition") and each of the stockholders of PBOC Holdings, Inc. named on the
signature page(s) hereto (individually, the "Stockholder" and collectively the
"Stockholders").
WHEREAS, each of the Stockholders owns the number of shares of common
stock, par value $0.01 per share ("Common Stock"), of PBOC Holdings, Inc. (the
"Holding Company") set forth opposite such Stockholder's name on SCHEDULE A
hereto;
WHEREAS, as of December 8, 2000, the Holding Company, Buyer and
Acquisition have entered into a Merger Agreement, dated the date thereof (the
"Merger Agreement"), pursuant to which and subject to the terms and conditions
thereof (i) Acquisition shall be merged (the "Merger") with and into the Holding
Company with the Holding Company as the surviving corporation (the "Surviving
Corporation"), (ii) each share of Common Stock shall be converted into the right
to receive the Per Share Merger Consideration (as defined in the Merger
Agreement), and (iii) each share of common stock, par value $1.00 per share, of
Acquisition shall be converted into and become one share of common stock, par
value $0.01 per share, of the Surviving Corporation;
WHEREAS, the consummation of the Merger is subject to the approval by
holders of a majority of all outstanding shares of Common Stock entitled to vote
thereon;
WHEREAS, the Board of Directors of the Holding Company has deemed the
consummation of the Merger to be in the best interests of the Holding Company
and its stockholders;
WHEREAS, each of the Stockholders listed on SCHEDULE A hereto has
agreed to vote in favor of the Merger and the Merger Agreement as provided
herein;
NOW THEREFORE, in consideration of and premised upon the various
representations, warranties, covenants and other agreements and undertakings of
Buyer, Acquisition and the Stockholders contained in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
PROXY
SECTION 1.01. IRREVOCABLE PROXY. Stockholder hereby irrevocably
appoints Buyer, until termination of the Merger Agreement, as the Stockholder's
attorney and proxy, with full power of substitution, to vote, and otherwise act
(by written consent or otherwise) with respect to the shares of Common Stock
which the Stockholder is entitled to vote at any meeting of the stockholders of
the Holding Company (whether annual or special and whether or not an adjourned
or postponed meeting) or consent in lieu of any such meeting or otherwise, in
such manner as Buyer or its substitute shall, in its sole discretion, deem
proper with respect to the following
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matters: (i) any proposal for the adoption or approval of the Merger and the
Merger Agreement; (ii) any proposal relating to (A) the sale of stock or assets
of the Holding Company or any of its subsidiaries or any interest therein other
than as contemplated by the Merger Agreement, (B) the merger, consolidation or
other combination of the Holding Company or any of its subsidiaries with any
person, other than as contemplated by the Merger Agreement, (C) the liquidation,
dissolution or reorganization of the Holding Company or any of its subsidiaries,
or (D) any other action or agreement that would result in a breach of any
covenant, representation, warranty or any other obligation or agreement of the
Holding Company or any of its subsidiaries under the Merger Agreement or which
could result in any of the conditions to Buyer and Acquisition's obligations
under the Merger Agreement not being fulfilled; and (iii) as otherwise necessary
or appropriate to enable the Holding Company, Buyer and Acquisition to
consummate the transactions contemplated by the Merger Agreement. THIS PROXY AND
POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder
hereby revokes all other proxies and powers of attorney with respect to the
shares of Common Stock owned by the Stockholder which the Stockholder may have
heretofore appointed or granted (other than a proxy to vote in accordance with
Section 1.01 hereof), and no subsequent proxy or power of attorney shall be
given or written consent executed (and if given or executed, shall not be
effective) by the Stockholder with respect thereto (other than in accordance
with Section 1.01 hereof). All authority herein conferred or agreed to be
conferred shall survive the death, incapacity, bankruptcy or liquidation of the
Stockholder and any obligation of the Stockholder under this Agreement shall be
binding upon its heirs, representatives, assigns and successors.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder hereby represents and warrants to Buyer as follows:
SECTION 2.01. AUTHORITY. The Stockholder has all requisite power and
authority to enter into this Agreement and to perform its obligations hereunder.
This Proxy has been duly authorized, executed and delivered by the Stockholder
and, assuming this Proxy constitutes a valid and binding obligation of the other
parties hereto, constitutes a legal, valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms,
except to the extent that the enforceability thereof may be limited by: (i)
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws from time to time in effect affecting generally the
enforcement of creditors' rights and remedies; and (ii) general principles of
equity, including, without limitation, principles of reasonableness, good faith
and fair dealing (regardless of whether enforcement is sought in equity or at
law).
SECTION 2.02. NO CONFLICT. The execution and delivery of this Proxy by
the Stockholder and performance of such Stockholder's obligations hereunder do
not: (i) conflict with or violate any laws applicable to the Stockholder or by
which the shares of Common Stock of the Stockholder are bound or affected; or
(ii) result in any breach of or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, or result
in the creation of a lien or encumbrance on any of the shares of Common Stock of
the Stockholder pursuant to, any note, bond, mortgage, indenture, contract,
lease, license, permit, franchise or other instrument or obligation to which the
Stockholder is a party or by which the Stockholder or the shares of Common Stock
of the Stockholder are bound or affected.
SECTION 2.03. TITLE TO THE SHARES. As of the date hereof, the
Stockholder is the record and beneficial owner of the number of shares of Common
Stock set forth opposite the Stockholder's name on the signature page hereto.
Such shares of Common Stock are all of such shares as are owned, either of
record or beneficially, by the Stockholder. The Stockholder owns all the shares
of Common Stock set forth opposite the Stockholder's name on the signature page
hereto free and clear of all security interests, liens, claims, pledges,
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options, rights of first refusal, contracts, limitations on the Stockholder's
voting rights, charges and other encumbrances of any nature whatsoever. Except
as provided in this Proxy, the Stockholder has not appointed or granted (and
will not, after the date hereof, appoint or grant) any proxy, which appointment
or grant is still effective, with respect to the shares set forth opposite the
Stockholder's name on the signature page hereto, other than in accordance with
Section 1.01 hereof.
ARTICLE III
COVENANTS OF THE STOCKHOLDERS
SECTION 3.01. NO DISPOSITION OR ENCUMBRANCE OF SHARES. Each
Stockholder hereby covenants and agrees that, except as contemplated by this
Proxy, the Stockholder shall not, and shall not offer or agree to, sell,
transfer, tender, assign, hypothecate or otherwise dispose of, grant a proxy
(other than the irrevocable proxy granted herein) or power of attorney with
respect to, create or permit to exist any security interest, lien, claim,
pledge, option, right of first refusal, contract, limitation on the
Stockholder's voting rights, charge or other encumbrance of any nature
whatsoever with respect to, the Stockholder's shares of Common Stock, or
directly or indirectly, initiate, solicit or encourage any person to take
actions which could reasonably be expected to lead to the occurrence of any of
the foregoing; PROVIDED, HOWEVER that if the Stockholder is currently serving as
a director or officer of the Holding Company, the Stockholder, acting in such
capacities, shall not be precluded from taking any such action or any action
precluded by Section 3.02, based upon the advice of counsel, that his or her
fiduciary duties to the Holding Company obligate the Stockholder to do so.
SECTION 3.02. NO NEGOTIATIONS. Each Stockholder shall not, and shall
not permit any of its subsidiaries, affiliates, representatives, agents or any
other person acting for or on behalf of such Stockholder to, solicit, entertain
offers from, negotiate with, or in any manner discuss, encourage, recommend or
agree to any proposal relating to (a) the sale of the stock or assets of the
Holding Company or any of its subsidiaries or any interest therein, (b) the
merger, consolidation or other combination of the Holding Company or any of its
subsidiaries with any person, or (c) the liquidation, dissolution or
reorganization of the Holding Company or any of its subsidiaries, except as
specifically contemplated by the Merger Agreement. Without limiting the
generality of the foregoing, the Stockholder shall not, and shall not permit any
of its subsidiaries, affiliates, representatives, agents or any other person
acting for or on behalf of the Stockholder to, furnish or cause to be furnished
any information with respect to the Holding Company or any of its subsidiaries
to any person (other than the Buyer and its employees and agents and other than
as required by law). If the Stockholder or any of its subsidiaries, affiliates,
representatives, agents or any other person acting for or on behalf of the
Stockholder receives from any person any offer, proposal or informational
request that may be subject to this Section, the Stockholder shall promptly
advise such person, by written notice, of the terms of this Section and shall
promptly deliver a copy of such notice to the Buyer. Nothing herein shall, to
the extent not prohibited by the Merger Agreement, prohibit any Stockholder who
is an officer of the Holding Company from acting in his or her capacity as such,
or who is a director of the Holding Company from participating in meetings of
the Board or Committees thereof.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. TERMINATION. This Proxy shall remain in effect until the
first to occur of (i) the Closing Date, or (ii) the termination of the Merger
Agreement.
SECTION 4.02. DEFINITIONS. Any terms used but not defined herein shall
have the meanings ascribed to them in the Merger Agreement.
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SECTION 4.03. FURTHER ASSURANCES. The Stockholders will execute and
deliver all such further documents and instruments and take all such further
action as may reasonably be necessary in order to consummate the transactions
contemplated hereby, including, without limitation, the transactions
contemplated by the Merger Agreement.
SECTION 4.04. SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event any provision of this Proxy was not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
SECTION 4.05. ENTIRE AGREEMENT. This Proxy constitutes the entire
agreement between the Stockholders and the Buyer with respect to the subject
matter hereof and supersedes all prior agreements and understandings, both
written and oral, between the Buyer and the Stockholders with respect to the
subject matter hereof.
SECTION 4.06. AMENDMENT. This Proxy may not be amended, altered or
modified except by a written instrument executed by the respective parties
hereto; provided that the agreement of the other Stockholders shall not be
required to amend, alter or modify the Proxy of any Stockholder.
SECTION 4.07. SEVERABILITY. If any term or other provision of this
Proxy is invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Proxy shall
nevertheless remain in full force and effect so long as the economic or legal
substance of this Proxy is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Proxy so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the
terms of this Proxy remain as originally contemplated to the fullest extent
possible.
SECTION 4.08. GOVERNING LAW. This Proxy shall be construed and
interpreted according to the internal laws of the State of Illinois.
SECTION 4.09. COUNTERPARTS. This Proxy may be executed in any number
of counterparts, each of which shall be deemed an original and each of which
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Stockholders have duly executed this Proxy as
of the date first above written.
STOCKHOLDERS:
Number of Shares of
Common Stock owned: 637,418 Arbur Inc.
Print Name:
Number of Shares of
Common Stock owned: 5,000 Murray Kalis
Print Name:
Number of Shares of
Common Stock owned: 74,403 J. Michael Holmes
Print Name:
Number of Shares of
Common Stock owned: 281,910 Rudolf P. Guenzel
Print Name:
Number of Shares of
Common Stock owned: 500 C. Stephen Mansfield
Print Name:
Number of Shares of
Common Stock owned: 8,000 John F. Davis
Print Name:
Number of Shares of
Common Stock owned: 12,340 Carl Lobue
Print Name:
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AGREED TO AND ACCEPTED:
FBOP CORPORATION
By: /s/ Michael E. Kelly
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Name: Michael E. Kelly
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Title: Chairman
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FBOP ACQUISITION COMPANY
By: /s/ Michael E. Kelly
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Name: Michael E. Kelly
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Title: Chairman
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