-----------------------
OMB APPROVAL
-----------------------
OMB Number: 3235-0145
Expires:October 31, 1994
Estimated average burden
hours per form..14.90
-----------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._____)*
ARGO BANCORP, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
040125106
- -------------------------------------------------------------------------------
(CUSIP Number)
Stephen Zuppello, Managing Director
Deltec Asset Management Corporation
535 Madison Avenue, New York, New York 10022
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1996
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 27 Pages
<PAGE>
SCHEDULE 13D
- ----------------------------- ----------------------------
CUSIP NO. 040125106 PAGE 2 OF 27 PAGES
--------- ----- ----
- ----------------------------- ----------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deltec International S.A.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Panama
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
122,062 2/3
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 122,062 2/3
PERSON ------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,062 2/3
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
Common Stock, par value $0.01 per share (the "Shares"), of Argo Bancorp, Inc.
("Argo Bancorp") whose principal executive offices are located at 7600 West 63rd
Street, Summit, Illinois 60501.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Deltec International S.A. ("Deltec
International"), a Panamanian corporation. Deltec International is a holding
company which is engaged through various subsidiaries principally in the
provision of investment advisory and private banking services in The Bahamas,
the United States and the United Kingdom. Deltec International owns all of the
stock of The Deltec Banking Corporation Limited ("Deltec Banking"), a Bahamian
banking corporation which is engaged principally in investment and merchant
banking in The Bahamas, and any securities beneficially owned by Deltec Banking
may be regarded, for purposes of Section 13(d) of the Securities Exchange Act of
1934 (the "Act"), as being beneficially owned by Deltec International. The
address of the principal business and offices of Deltec International and Deltec
Banking is Deltec House, Lyford Cay, Nassau, Bahamas.
Appendix I attached hereto sets forth, with respect to each executive
officer and director of Deltec International
Page 3 of 27 Pages
<PAGE>
and Deltec Banking, the following information: (a) name, (b) residence or
business address, (c) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted, and (d) citizenship. Except where otherwise
indicated in Appendix I or as indicated above, the principal business of each
organization listed in Appendix I is the provision of financial services.
During the five years preceding the filing of this statement, neither
Deltec International nor Deltec Banking, nor, to the knowledge of Deltec
International, any of their respective executive officers or directors, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it or any
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, United
States federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Deltec Banking used general corporate funds in the amount of
$4,638,381.34 to purchase the Shares referred to in Item 5. No borrowed funds
were used in connection therewith.
Page 4 of 27 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The Shares were acquired by Deltec Banking for investment. Prior to
purchasing Shares of Argo Bancorp, Deltec International and certain of its
shareholders entered into a Rebuttal Agreement with the Office of Thrift
Supervision ("OTS") in which Deltec International confirmed that it was not
seeking to acquire the Shares for the purpose or effect of changing the control
of Argo Bancorp or in connection with or as a participant in any transaction
having such purpose or effect. At the present time Deltec International has no
plans or proposals which relate to or would result in (a) the acquisition by any
person of additional securities of Argo Bancorp, or the disposition of
securities of Argo Bancorp, (b) an extraordinary corporate transaction, such as
merger, reorganization or liquidation, involving Argo Bancorp or any of its
subsidiaries, (c) a sale or transfer of a material amount of assets of Argo
Bancorp or any of its subsidiaries, (d) any change in the present board of
directors or management of Argo Bancorp, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board, (e) any material change in the present capitalization or dividend policy
of Argo Bancorp, (f) any other material change in Argo Bancorp's business or
corporate structure, (g) changes in Argo Bancorp's charter, bylaws or
instruments corresponding thereto
Page 5 of 27 Pages
<PAGE>
or other actions which may impede the acquisition of control of Argo Bancorp by
any person, (h) causing a class of securities of Argo Bancorp to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association, (i) a class of equity securities of Argo Bancorp becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act or (j)
any action similar to any of those enumerated above. Mr. Arthur E. Byrnes, a
director of Deltec International, has agreed to be elected to the Board of
Directors of Argo Bancorp.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date of filing this statement, Deltec International
beneficially owns, through Deltec Banking, 122,062 2/3 Shares, or 25.0% of the
488,250 2/3 Shares of Argo Bancorp outstanding at January 31, 1997. Deltec
Banking acquired 111,563 2/3 of such Shares on December 31, 1996 pursuant to the
Stock Purchase Agreement filed as Exhibit 1 hereto and 10,499 of such Shares on
January 23, 1997. All of such Shares were purchased by Deltec Banking directly
from Argo Bancorp at the price of $38.00 per share.
Page 6 of 27 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Deltec International presently has no contracts, arrangements,
understandings or relationships with any person with respect to any securities
of Argo Bancorp other than the Stock Purchase Agreement, dated as of December
31, 1996, between Argo Bancorp and Deltec Banking, pursuant to which Deltec
Banking made its initial investment in Argo Bancorp, a copy of which is filed as
Exhibit 1 hereto, and a Stockholder Agreement, dated as of December 31, 1996,
among Argo Bancorp, Deltec Banking and John G. Yedinak, a copy of which is filed
as Exhibit 2 hereto. The Stockholder Agreement gives Deltec Banking the right to
nominate one director of Argo Bancorp, permits Deltec Banking to acquire
additional Shares from Argo Bancorp when it issues or sells additional Shares to
third parties so that Deltec Banking can maintain 25% ownership and gives Deltec
Banking certain rights to registration under the Securities Act of 1933 of any
Shares it proposes to sell from time to time.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Stock Purchase Agreement, dated as of December 31, 1996, between
Argo Bancorp and Deltec Banking.
2. Stockholder Agreement, dated as of December 31, 1996, among Argo
Bancorp, Deltec Banking and John G. Yedinak.
Page 7 of 27 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 6, 1997 DELTEC INTERNATIONAL S.A.
By /s/ Matthew F. Gibbons
Matthew F. Gibbons
President
Page 8 of 27 Pages
<PAGE>
APPENDIX I
DELTEC INTERNATIONAL S.A.
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
PRINCIPAL NAME AND
NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP
<S> <C> <C> <C>
Peter S. Darling Managing Director of Mercury Asset Mgmt Group British
Chairman Mercury Asset Mgmt 33 King William Street
Group London, England 3C2R 9AS
Penelope Dauphinot Executive Vice Deltec International S.A. Brazilian
Deputy Chairman; President of Deltec P. O. Box N-3229
Vice President International S.A. Nassau, Bahamas
Matthew F. Gibbons President of Deltec Deltec International S.A. British
President & CEO; International S.A. P. O. Box N-3229
Director Nassau, Bahamas
David P. McNaughtan Chairman of Deltec Securities (U.K.)Ltd. British
Director Deltec Securities Brettenham House
(U.K.) Limited 5 Lancaster Place
London, WC2E 7EN
England
Gordon Bradshaw Vice President & The Deltec Banking Canadian
Treasurer Controller of Corporation Ltd.
The Deltec Banking P. O. Box N-3229
Corporation Ltd. Nassau, Bahamas
Stephanie E. Harding Secretary & Treasurer The Deltec Banking Bahamian
Vice President & of The Deltec Corporation Ltd.
Asst. Secretary Banking Corporation P. O. Box N-3229
Ltd. Nassau, Bahamas
Arthur E. Byrnes Chairman of the Board Deltec Asset Mgmt. Corp. U.S.
Director of Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Jean Chalopin Private investor c/o Deltec Int'l S.A. French
Director P. O. Box N-3229
Nassau, Bahamas
Maurice M. Dwek Private investor Soditic Finance F.A. British
Director 114 rue du Rhone
1204 Geneva
Switzerland
</TABLE>
Page 9 of 27 Pages
<PAGE>
<TABLE>
<S> <C> <C> <C>
Albert H. Gordon Private investor c/o Deltec Asset Mgmt.Corp. U.S.
Director 535 Madison Avenue
New York, N.Y. 10022
John R. Gordon President & CEO of Deltec Asset Mgmt. Corp. U.S.
Director Deltec Asset Mgmt. 535 Madison Avenue
Corporation New York, N.Y. 10022
Kiendl Gordon Homemaker c/o Deltec Asset Mgmt. Corp. U.S.
Director 535 Madison Avenue
New York, N.Y. 10022
Peter T. Kikis Private investor c/o Kikis Asset Mgmt. Corp. U.S.
Director 535 Madison Avenue
New York, N.Y. 10022
J. Mario Santo Domingo Presidente del Cervecerias Bavaria S.A. Colombian
Director Directorio (brewery)
Bavaria, S.A. Apartado Aereo 3538
Bogota, Colombia
Gustavo J. Vollmer, Jr. Industrialist Corpalmar Venezuelan
Director (sugar mill)
Edificio Banco Del Orinoco
Pisoq, Ave.FCO De Miranda
Sector La Floresta
Caracas, Venezuela
Gustavo J. Vollmer, Sr. Private investor Banco Mercantile C.A. Venezuelan
Director Apartado 789
Caracas 1010, Venezuela
Andre J. Feldman Executive Vice The Deltec Banking Bahamian
Vice President President & COO of Corporation Ltd.
& Secretary The Deltec Banking P. O. Box N-3229
Corporation Limited Nassau, Bahamas
Terry E. Girling Chief Financial Deltec Panamerica Trust British
Asst. Treasurer Officer of Deltec Company Limited
Panamerica Trust P. O. Box N-3229
Company Limited Nassau, Bahamas
</TABLE>
Page 10 of 27 Pages
<PAGE>
THE DELTEC BANKING CORPORATION LIMITED
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
PRINCIPAL NAME AND
NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP
<S> <C> <C> <C>
Matthew F. Gibbons President & CEO of Deltec International S.A. British
Chairman, President Deltec International S.A. P.O. Box N-3229
& CEO; Director Nassau, Bahamas
Andre J. Feldman Chief Operating Officer The Deltec Banking Bahamian
Executive Vice of The Deltec Banking Corporation Limited
President & COO Corporation Limited P.O. Box N-3229
Nassau, Bahamas
Jeffrey A. Williams Vice President of The Deltec Banking Bahamian
Vice President The Deltec Banking Corporation Limited
Corporation Limited P. O. Box N-3229
Nassau, Bahamas
Stephanie E. Harding Secretary & Treasurer The Deltec Banking Bahamian
Secretary & Treasurer of The Deltec Banking Corporation Limited
Corporation Limited P. O. Box N-3229
Nassau, Bahamas
Gordon Bradshaw Vice President & The Deltec Banking Canadian
Vice President, Controller of The Corporation Limited
Controller & Director Deltec Banking P. O. Box N-3229
Corporation Limited Nassau, Bahamas
Antonio Augusto de President of Deltec Holdings Inc. Portuguese
Araujo Faria Guedes Deltec Holdings Inc. (real estate development)
Vice President and Rua Alcides Lourenco Da Rocha
Director 167-3 Andar
Sao Paulo, Brazil
CEP 04571-110
Roland P. Malimpensa Vice President of Deltec Holdings Inc. Brazilian
Director Deltec Holdings Inc. (real estate development)
Rua Alcides Lourenco Da Rocha
167-3 Andar
Sao Paulo, Brazil
CEP 04571-110
</TABLE>
Page 11 of 27 Pages
<PAGE>
<TABLE>
<S> <C> <C> <C>
Patricia N. Sandford Managing Director of Deltec Panamerica Trust U.S.
Director Deltec Panamerica Company Limited
Trust Company Limited P.O. Box N-3229
Nassau, Bahamas
David P. McNaughtan Chairman of Deltec Securities (U.K.) British
Director Deltec Securities Brettenham House
(U.K.) Limited 5 Lancaster Place
London, WC2E 7EN
England
Jennifer E. Rahming Trust Officer of The Deltec Banking Bahamian
Vice President The Deltec Banking Corporation Limited
Corporation Limited P.O. Box N-3229
Nassau, Bahamas
Terry E. Girling Vice President of The Deltec Banking British
Vice President The Deltec Banking Corporation Limited
Corporation Limited P.O. Box N-3229
Nassau, Bahamas
</TABLE>
Page 12 of 27 Pages
<PAGE>
Exhibit Index
Exhibit
Number
1. Stock Purchase Agreement, dated as of
December 31, 1996, between Argo Bancorp
and Deltec Banking.
2. Stockholder Agreement, dated as of
December 31, 1996, among Argo Bancorp,
Deltec Banking and John G. Yedinak.
Page 13 of 27 Pages
Exhibit 1
STOCK PURCHASE AGREEMENT, dated as of December 31, 1996 (hereinafter,
together with the Annexes hereto, referred to as "this Agreement"), between Argo
Bancorp, Inc., a corporation organized under the laws of the State of Delaware
(the "Company"), and The Deltec Banking Corporation Limited, a banking
corporation organized under the laws of the Commonwealth of the Bahamas (the
"Buyer").
W I T N E S S E T H:
WHEREAS, the Office of Thrift Supervision ("OTS") has accepted a
Rebuttal of Control Submission filed by Deltec International S.A., a Panamanian
corporation ("Deltec"), and has signed a Rebuttal Agreement with Deltec and
related parties permitting Deltec to acquire, through the Buyer, 25% of the
outstanding voting stock of the Company;
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements contained herein, the Company and the
Buyer hereby agree as follows:
ARTICLE 1
PURCHASE AND SALE
1.1. Purchase and Sale. On the basis of the representations, warranties
and agreements herein contained, but subject to the terms and conditions set
forth herein, the Company agrees to issue and sell to the Buyer, and the Buyer
agrees to purchase from the Company, at a purchase price of $38.00 per share, an
aggregate of 111,563 2/3 shares (the "Shares") of the Company's original common
stock, par value $0.01 per share (the Common Stock"), or an aggregate
consideration equal to $4,239,419.34.
1.2. Closing. The Company will deliver to the Buyer the certificates
for the Shares, registered in the name of "The Deltec Banking Corporation
Limited" and in such denominations (including fractional shares) as may be
requested by the Buyer, against payment of the purchase price by wire transfer
of New York Clearing House funds to the Company's Account #409278 at Mid City
National Bank of Chicago, ABA #071001737, on December 31, 1996 or such other
date as the Buyer and the Company may agree (the "Closing Date"). The
certificates for the Shares and other documents to be delivered by the Company
shall be delivered at the offices of Sullivan & Cromwell, 125 Broad Street, New
York, New York 10004, who shall hold the certificates in escrow for delivery to
the Buyer against payment therefor. The Buyer shall have the right to rescind
this Agreement unless an amended Rebuttal Agreement satisfactory to the Buyer
has been executed by the OTS within 60 days after the execution and delivery of
this Agreement or such later date as may be mutually agreed by the parties
hereto.
1.3. Stockholder Agreement. At the Closing, the Company and the Buyer
will enter into the Stockholder Agreement, dated as of the Closing Date, in
substantially the form attached hereto as Annex 1 (the "Stockholder Agreement").
1.4. Use of Proceeds. The Company will use the proceeds from the sale
of the Shares to maintain regulatory capital at well capitalized levels at a
subsidiary following growth of the subsidiary through its purchase of mortgage
pools prior to year-end 1996.
Page 14 of 27 Pages
<PAGE>
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Buyer, that, except as
specifically disclosed in a letter of the Company delivered to the Buyer prior
to or on the date hereof (the "Disclosure Letter") (and making specific
reference to the Section of this Agreement for which an exception is taken):
2.1. Incorporation, Capitalization, Etc. The Company has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of the State of Delaware and is duly qualified to do business as a foreign
corporation in all jurisdictions where such qualification is required. The
Company has the authority to issue 5,000,000 shares of the par value $0.01 per
share, of which 4,500,000 shares are common stock and 500,000 shares are serial
preferred stock. The Company's authorized common stock consists of 3,020,000
shares designated as original common stock, 340,000 shares designated as Class B
common stock, 340,000 shares designated as Class C common stock and 800,000
shares designated as Class D common stock, of which 334,691 shares designated as
original common stock have been issued and no shares of Class B common stock,
Class C common stock or Class D common stock have ever been issued or authorized
to be issued. No shares of serial preferred stock have ever been issued or
authorized to be issued. All outstanding shares of Common Stock have been duly
authorized and validly issued and are fully paid and nonassessable, and when
issued to the Buyer in accordance with this Agreement the Shares will be duly
authorized, validly issued, fully paid and nonassessable. The Company does not
have any shares of its capital stock of any class reserved for issuance for any
purpose, including for any outstanding option, warrant, call or commitment, nor
does the Company have any outstanding securities, obligations or agreements
convertible into or exchangeable for, or giving any person any right (including,
without limitation, preemptive rights) to subscribe for or acquire, any shares
of its capital stock, except for stock options to purchase not more than 202,259
shares of Common Stock pursuant to Company plans. The Company is a savings and
loan holding company duly registered with the OTS under Section 10 of the Home
Owners' Loan Act, as amended.
2.2. Subsidiaries. The Company owns of record and beneficially all of
the capital stock of Argo Federal Savings Bank, F.S.B. (the "Bank") and On-Line
Financial Services, Inc. ("On-Line") and is the managing member of Empire/Argo
Mortgage LLC ("Empire", and together with the Bank and On-Line, the
"Subsidiaries"). The Company has delivered to the Buyer a true and complete list
of all of its subsidiaries other than the Subsidiaries and of all other entities
(whether corporations, partnerships, trusts, limited liability companies or
other entities) in which the Company owns, directly or indirectly, 10% or more
of the ownership interests. Each of the Subsidiaries has been duly incorporated,
is validly existing as a corporation or limited liability company, as the case
may be, in good standing under the laws of the jurisdiction of its incorporation
and is duly qualified to do business as a foreign corporation or foreign limited
liability company, as the case may be, in all jurisdictions where such
qualification is required. All outstanding shares of capital stock of the
Subsidiaries have been duly authorized and validly issued and are fully paid and
nonassessable and are owned by the Company free and clear of any lien, pledge,
option, security interest, claim, restriction or other encumbrance. None of the
Subsidiaries has any
Page 15 of 27 Pages
<PAGE>
shares of its capital stock of any class reserved for issuance for any purpose,
including for any outstanding option, warrant, call or commitment, nor does it
have any outstanding securities, obligations or agreements convertible into or
exchangeable for, or giving any person any right (including, without limitation,
preemptive rights) to subscribe for or acquire, any shares of its capital stock.
2.3. Authorization, Execution, Etc. The execution, delivery and
performance by the Company of this Agreement and the Stockholder Agreement and
the consummation of the transactions contemplated hereby and thereby have been
duly authorized by all required action on the part of the Company and its
stockholders, and each of this Agreement and the Stockholder Agreement has been
duly executed and delivered by the Company and constitutes a valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles. The
execution and delivery by the Company of this Agreement and the Stockholder
Agreement and the consummation of the transactions contemplated hereby and
thereby do not and will not conflict with or result in a breach or violation of
or default under any law, rule or regulation, the certificate of incorporation
or by-laws of the Company or the corresponding documents of any of the
Subsidiaries, any judgment, decree, order, license or permit issued by any
governmental or regulatory body, board or agency, or any agreement, indenture or
instrument to which the Company or any of its Subsidiaries (or any of their
respective properties) is a party or is otherwise subject.
2.4. Reports, Financial Statements, Etc. All reports and other
documents filed by the Company with the Securities and Exchange Commission (the
"SEC") under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Securities Exchange Act") (collectively, the "Reports"),
are accurate and complete in all material respects and do not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements made therein, in the light of
the circumstances under which they were made, not misleading. True and complete
copies of all Reports filed since January 1, 1995 have been furnished by the
Company to the Buyer. The financial statements contained or incorporated by
reference in the Reports fairly present the financial position, results of
operations and changes in financial position to which they relate as at the
dates and for the periods covered thereby (subject, in the case of unaudited
interim statements, to normal year-end audit adjustments) in each case in
accordance with generally accepted accounting principles consistently applied
during the periods involved, except as otherwise stated therein. The Company and
its Subsidiaries have timely filed all required reports, registrations and
statements, together with any amendments thereto, with the SEC, the OTS, the
Board of Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, any state banking commission or other regulatory authority, the
National Association of Securities Dealers, Inc. and any other self-regulatory
organization.
2.5. No Material Adverse Change. Except as otherwise disclosed in the
Reports, since December 31, 1995, there has not been any material adverse change
in the financial condition, results of operations, properties, assets,
liabilities, business or prospects of the Company or any of its Subsidiaries.
Page 16 of 27 Pages
<PAGE>
2.6. Compliance with Law. To the best of its knowledge, the Company and
each of its Subsidiaries has conducted its operations in compliance with all
applicable laws, rules and regulations, has all material permits, licenses,
authorizations, orders and approvals of, and has made all material filings,
applications and registrations with, all federal, state, local and foreign
governmental or regulatory bodies that are required in order to permit it to
carry on its business as presently conducted, and all such material permits,
licenses, authorizations, orders and approvals are in full force and effect,
except in each case where the failure to do so or to have done so would not have
a material adverse effect on the Company or any of its Subsidiaries. Neither the
Company nor any of its Subsidiaries is a party to any cease and desist order,
written agreement or memorandum of understanding with, or a party to any
commitment letter or similar undertaking to, or is subject to any order or
directive by, or is a recipient of any extraordinary supervisory letter from,
federal or state governmental authorities charged with the supervision or
regulation of depository institutions or depository institution holding
companies or engaged in the insurance of bank and/or savings and loan deposits,
nor has it been advised by any such authorities that they are contemplating
issuing or requesting (or are considering the appropriateness of issuing or
requesting) any such order, directive, written agreement, memorandum of
understanding, extraordinary supervisory letter, commitment letter or similar
undertaking.
2.7. Tax Matters. To the best of the Company's knowledge, the
provisions made for taxes on the Company's balance sheets are sufficient for the
payment of all accrued federal, state, county and local taxes, whether or not
disputed, and all required tax returns have been timely and properly filed by
the Company and each of its Subsidiaries.
2.8. Litigation. There is no litigation, proceeding or governmental
investigation pending or, so far as known to the Company, in prospect or
threatened before any court, governmental agency or arbitrator against or
relating to or affecting the Company or any of its Subsidiaries, which might
result in a material adverse change in the financial condition, results of
operations, properties, assets, liabilities, business or prospects of the
Company or any of its Subsidiaries.
2.9. Brokers and Intermediaries. Except as set forth in the Disclosure
Letter, the Company has not employed any broker, finder, consultant, adviser or
intermediary that would be entitled to a broker's, finder's or similar fee or
commission in connection herewith or upon the consummation hereof.
2.10. Antitakeover Provisions Inapplicable. The provisions of Articles
XIII and XIV of the Company's restated certificate of incorporation do not and
will not apply to this Agreement or the Stockholder Agreement or the
transactions contemplated hereby or thereby, in the case of Article XIII,
because the time provision applicable to that article has expired, and in the
case of Article XIV, because the transactions contemplated thereby have received
all of the required approvals stated therein.
Page 17 of 27 Pages
<PAGE>
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Company that:
3.1. Incorporation, Etc. The Buyer has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the
Commonwealth of the Bahamas.
3.2. Authorization; Non-Contravention. The execution, delivery and
performance by the Buyer of this Agreement and the Stockholder Agreement and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by all required action on the part of the Buyer, and each of this
Agreement and the Stockholder Agreement has been duly executed and delivered by
the Buyer and constitutes a valid and binding obligation of the Buyer,
enforceable against the Buyer in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles. The execution and delivery by the Buyer of
this Agreement and the Stockholder Agreement and the consummation of the
transactions contemplated hereby and thereby do not and will not conflict with
or result in a breach or violation of or default under any law, rule or
regulation, the certificate of incorporation or bylaws of the Buyer, any
judgment, decree, order, license or permit issued by any government or
regulatory body, board or agency, or any agreement, indenture or instrument to
which the Buyer is a party or is otherwise subject.
3.3. Consents. Except for the filing of a Rebuttal of Control
Submission and entering into a Rebuttal Agreement with the OTS, no consent,
license, approval or authorization is required to be obtained by the Buyer from,
and no notice or filing is required to be given by the Buyer to or to be made by
the Buyer with, any governmental or regulatory authority in connection with the
execution and delivery of this Agreement or the Stockholder Agreement and the
consummation of the transactions contemplated hereby or thereby.
3.4. Brokers and Intermediaries. The Buyer has not employed any broker,
finder, consultant, adviser or intermediary that would be entitled to a
broker's, finder's or similar fee or commission in connection herewith or upon
the consummation hereof.
3.5. Acquisition for Investment. The Shares are being acquired by the
Buyer for its own account solely for the purpose of investment without any view
to, or for sale in connection with, any distribution thereof in violation of
federal or state securities laws, and with no present intention of distributing
or reselling any part thereof.
ARTICLE 4
CONDITIONS PRECEDENT OF THE COMPANY
The obligation of the Company to sell the Shares to the Buyer is
subject to the satisfaction (or waiver) of each of the following conditions:
Page 18 of 27 Pages
<PAGE>
4.1. Representations and Warranties. The representations and warranties
of the Buyer contained in Article 3 shall be true and correct in all respects as
if made at and as of the Closing, and the Buyer shall have performed and
complied in all respects with all undertakings and agreements required by this
Agreement to be performed or complied with by the Buyer prior to the Closing.
4.2. Compliance with Law. No law, regulation, order or injunction of
any court or governmental authority of competent jurisdiction shall be in effect
which prohibits the consummation of the transactions contemplated hereby.
ARTICLE 5
CONDITIONS PRECEDENT OF THE BUYER
The obligation of the Buyer to purchase the Shares at the Closing is
subject to the satisfaction (or waiver) of each of the following conditions:
5.1. Representations and Warranties. The representations and warranties
of the Company contained in Article 2 shall be true and complete in all respects
as if made at and as of the Closing, and the Company shall have performed and
complied in all respects with all undertakings and agreements required by this
Agreement to be performed or complied with by the Company prior to the Closing.
5.2. Compliance with Law. No law, regulation, order or injunction of
any court or governmental authority of competent jurisdiction shall be in effect
which prohibits the consummation of the transactions contemplated hereby.
5.3. Legal Opinion. At the Closing, the Buyer shall have received the
opinion of Muldoon, Murphy & Faucette, counsel to the Company, substantially in
the form attached as Annex 2 hereto.
ARTICLE 6
MISCELLANEOUS
6.1. Further Assurances. From time to time after the Closing, the
Company shall execute and deliver, or cause to be executed and delivered, such
documents to the Buyer as the Buyer shall reasonably request in order to
consummate more effectively the transactions contemplated by this Agreement or
the Stockholder Agreement, and from time to time after the Closing, the Buyer
will execute and deliver, or cause to be executed and delivered, such documents
to the Company as the Company shall reasonably request in order to consummate
more effectively the transactions contemplated by this Agreement or the
Stockholder Agreement.
6.2. GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL
LAW OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAW.
6.3. Notices. All notices, requests, permissions, waivers, and other
communications hereunder shall be in writing and shall be deemed
Page 19 of 27 Pages
<PAGE>
to have been duly given when received if delivered by hand, facsimile
transmission or by United States mail (registered, return receipt requested),
properly addressed and postage prepaid:
If to the Company, to:
Argo Bancorp, Inc.
7600 West 63rd Street
Summit, Illinois 60501
Attn: Frances Pitts, Esq.
General Counsel
Tel.: 708-496-7178
Fax: 708-496-2946
with a copy to:
Muldoon, Murphy & Faucette
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
Attn: Mary M. Sjoquist, Esq.
Tel.: 202-362-0840
Fax: 202-966-9409
If to the Buyer, to:
The Deltec Banking Corporation Limited
Deltec House, P.O. Box N-3229
Lyford Cay, Nassau, Bahamas
Attn: Matthew F. Gibbons, President
Tel.: 242-362-4549
Fax: 242-362-4623
with a copy to:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attn: Richard R. Howe, Esq.
Tel.: 212 558-3612
Fax: 212 558-3111
Such names and addresses may be changed by such notice.
6.4. Entire Agreement. This Agreement and the Stockholder Agreement
contain the entire understanding of the parties hereto with respect to the
subject matter contained herein, and supersede and cancel all prior agreements,
negotiations, correspondence, undertakings and communications of the parties,
oral or written, regarding such subject matter.
6.5. Amendments. This Agreement may be amended only by a written
instrument executed by the parties or their respective successors or permitted
assigns.
Page 20 of 27 Pages
<PAGE>
6.6. Headings; References. The article, section and paragraph headings
and table of contents contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
6.7. Counterparts. This Agreement may be executed in one or more
counterparts and each counterpart shall be deemed to be an original.
6.8. Parties in Interest; Assignment. This Agreement shall inure to the
benefit of and be binding upon the Company and the Buyer and their respective
successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended to confer upon any Person not a party to this Agreement any rights
or remedies under or by reason of this Agreement. No party to this Agreement may
assign or delegate all or any portion of its rights, obligations or liabilities
under this Agreement without the prior written consent of the other party to
this Agreement.
6.9. Severability; Enforcement. Whenever possible, each provision of
this Agreement will be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable under any applicable law or rule in any
jurisdiction, such provision will be ineffective only to the extent of such
invalidity, illegality or unenforceability in such jurisdiction, without
invalidating the remainder of this Agreement in such jurisdiction or any
provision hereof in any other jurisdiction.
6.10. Jurisdiction. The Buyer and the Company hereby irrevocably and
unconditionally submit to the exclusive jurisdiction of the federal and state
courts located in the State of Delaware, for any actions, suits or proceedings
arising out of or relating to this Agreement and the transactions contemplated
hereby (and the Buyer and the Company agree not to commence any action, suit or
proceeding relating thereto except in such courts), and further agree that
service of any process, summons, notice or document by U.S. registered mail to
its address set forth above shall be effective service of process of any action,
suit or proceeding brought against it in any such court. The Buyer and the
Company hereby irrevocably and unconditionally waive any objection to the laying
of venue of any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby in such courts as aforesaid and hereby further
irrevocably and unconditionally waive and agree not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum. The Company and the Buyer waive any
rights they may have to a jury trial.
6.11. Waiver. Any of the conditions to Closing set forth in this
Agreement may be waived in writing at any time prior to or at the Closing
hereunder by the party entitled to the benefit thereof. The failure of any party
hereto to enforce at any time any of the provisions of this Agreement shall in
no way be construed to be a waiver of any such provision, nor in any way to
affect the validity of this Agreement or any part hereof or the right of such
party thereafter to enforce each and every such provisions. No waiver of any
breach of or non-compliance with this Agreement shall be held to be a waiver of
any other or subsequent breach or non-compliance.
Page 21 of 27 Pages
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
ARGO BANCORP, INC.
By: /s/ Frances M. Pitts
Name: Frances M. Pitts
Title: Executive Vice President & Corporate Secretary
THE DELTEC BANKING CORPORATION LIMITED
By: /s/ Matthew F. Gibbons
Name: Matthew F. Gibbons
Title: President
Page 22 of 27 Pages
Exhibit 2
STOCKHOLDER AGREEMENT, dated as of December 31, 1996, among Argo
Bancorp, Inc., a corporation organized under the laws of the State of Delaware
(the "Company"), The Deltec Banking Corporation Limited, a banking corporation
organized under the laws of the Commonwealth of the Bahamas ("Deltec"), and John
G. Yedinak, the controlling stockholder of the Company (the "Controlling
Stockholder"), who is signing this Agreement solely for the purposes of Section
1.1 hereof.
W I T N E S S E T H
WHEREAS, concurrently with the execution and delivery hereof, Deltec
has purchased 111,563 2/3 shares (the "Shares") of original common stock, par
value $0.01 per share (the "Common Stock") of the Company, pursuant to the Stock
Purchase Agreement, dated as of December 31, 1996 (the "Stock Purchase
Agreement"), between the Company and Deltec;
WHEREAS, as of the date hereof, the Company has the authority to issue
5,000,000 shares of the par value $0.01 per share, of which 4,500,000 shares are
common stock and 500,000 shares are serial preferred stock, and the Company's
authorized common stock consists of 3,020,000 shares designated as original
common stock, 340,000 shares designated as Class B common stock, 340,000 shares
designated as Class C common stock and 800,000 shares designated as Class D
common stock, of which 446,254 2/3 shares of Common Stock have been issued
(after giving effect to Deltec's purchase of the Shares) and no shares of Class
B common stock, Class C common stock or Class D common stock have ever been
issued or authorized to be issued, and no shares of serial preferred stock have
ever been issued or authorized to be issued; and
WHEREAS, by entering into this Agreement and the Stock Purchase
Agreement, the Company, Deltec and the Controlling Stockholder understand that
Deltec's acquisition of the Shares is solely for Deltec's own account for the
purpose of investment and for the purpose of owning up to, but not more than,
25% of the outstanding voting stock of the Company and with no purpose or effect
of controlling or exercising a controlling influence over the management or
policies of the Company;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
in order to induce Deltec to purchase the Shares as contemplated by the Stock
Purchase Agreement, the parties hereto hereby agree as follows:
ARTICLE I
BOARD OF DIRECTORS
1.1 Directors. So long as this Agreement shall continue in effect and
so long as Deltec shall own at least 15% of the outstanding Common Stock of the
Company, Deltec shall have the right to nominate one director to serve on the
Board of Directors of the Company, and so long as Deltec shall remain in
compliance with Section 1.2 of this Agreement, the Controlling Stockholder shall
vote (or cause to be voted) all shares of Common Stock owned by him for the
election as a director of the Company of the nominee designated by Deltec at any
annual or special meeting called for such purpose.
Page 23 of 27 Pages
<PAGE>
1.2 Rebuttal Agreement. While this Agreement continues in effect,
Deltec shall remain in compliance with the Rebuttal Agreement between Deltec and
the Office of Thrift Supervision.
ARTICLE II
SALE OR PURCHASE OF CAPITAL STOCK
2.1 Issuance of Capital Stock. If the Company shall at any time propose
to issue or sell any additional shares of its Common Stock (the "Additional
Shares"), whether such shares are authorized but previously unissued shares or
are treasury shares, then the Company shall notify Deltec thereof as promptly as
practicable and shall offer to sell to Deltec, concurrently with the issuance
and sale of the Additional Shares, such number of additional shares of Common
Stock (including fractional shares) so that Deltec shall continue, after giving
effect to such sales, to own exactly 25% of the outstanding shares of Common
Stock. In case such sale of Additional Shares is for cash, the Company's offer
to Deltec shall be at a purchase price equal to the price per share paid for the
Additional Shares and shall be upon substantially the same other terms and
conditions, except that in the case of the exercise of employee stock options,
the Company's offer to Deltec shall be at a price equal to the Market Price (as
hereinafter defined) on the date of sale. In case such sale of Additional Shares
is for consideration other than cash, the Company's offer to Deltec shall be at
a price equal to the fair market value per share of such other consideration, as
determined by the Board of Directors of the Company for purposes of the
Company's financial statements. "Market Price" as of any date shall mean the
average of the high and low sale prices of the Company's Common Stock as
reported on the NASDAQ Stock Market (the "Average") for the 30 business days
immediately preceding the date in question, provided that (i) prior to the
issuance of stock pursuant to a public offering (the "Public Offering") expected
to occur prior to June 30, 1997, or such later date as the Company and its
underwriters may determine, the Market Price shall equal 94.7% of the book value
of the Company as set forth on the Company's most recent balance sheet prior to
the date in question, (ii) the Market Price of stock purchased in connection
with the Public Offering shall equal the public offering price, (iii) during the
30-day period following the Public Offering the Market Price will equal the
greater of the public offering price or the Average for the period from the date
of the Public Offering to the date in question, and (iv) the Market Price of
stock purchased in connection with any subsequent public offering shall equal
the public offering price in such subsequent public offering.
2.2 Purchase or Acquisition of Common Stock. If at any time the Company
shall propose to purchase or otherwise acquire any outstanding shares of its
Common Stock, then the Company shall notify Deltec thereof as promptly as
practicable and shall offer to purchase from Deltec, concurrently with such
purchase or other acquisition, such number of shares (including fractional
shares) that, after giving effect thereto, Deltec will own exactly 25% of the
outstanding shares of Common Stock.
2.3 Other Classes of Stock. If at any time the Company shall propose to
issue or sell any shares of Class B common stock, Class C common stock, Class D
common stock or serial preferred stock authorized by its certificate of
incorporation or any other class of common stock hereafter authorized by the
Company, then the Company shall notify Deltec thereof as promptly as practicable
and shall offer to sell to Deltec,
Page 24 of 27 Pages
<PAGE>
concurrently with the issuance of such shares such number of such shares as will
enable Deltec to maintain ownership of 25% of such other class of stock.
2.4. Registration Rights. The Company hereby grants Deltec the
following rights with respect to registration under the Securities Act of 1933
(the "Securities Act") of any shares of Common Stock or other equity securities
(hereinafter referred to as the "Registrable Securities") acquired by Deltec
from the Company under the Stock Purchase Agreement or this Agreement. If Deltec
desires to sell any Registrable Securities at any time after the earlier of the
completion of the Public Offering or June 30, 1997, Deltec shall give the
Company at least 30 days' notice thereof, specifying the approximate number of
Registrable Securities Deltec desires to sell and the intended method of
disposition thereof, and if in the opinion of Deltec or the Company such
intended method of disposition requires registration under the Securities Act,
the Company will promptly prepare and file a Registration Statement under the
Securities Act covering the Registrable Securities and will use its best efforts
to cause such Registration Statement to become effective as promptly as
practicable. If at any time after the completion of the Public Offering the
Company shall propose to file a Registration Statement under the Securities Act,
the Company shall give Deltec at least 10 days' notice thereof and shall afford
Deltec the opportunity to include any Registrable Securities it proposes to sell
in such Registration Statement. In connection with any such Registration
Statement, the Company shall indemnify and hold harmless Deltec and any
underwriter or placement agent of such Registrable Securities (each an
"Underwriter") against any losses, claims, damages or liabilities, joint or
several, or actions in respect thereof ("Claims"), to which Deltec or such
Underwriter may become subject, under the Securities Act or otherwise, insofar
as such Claims arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
the related prospectus, any preliminary prospectus or any amendment or
supplement thereto (collectively, "Registration Documents") or the omission or
alleged omission to state in any Registration Document a material fact required
to be stated therein or necessary to make the statements made therein not
misleading, and will reimburse Deltec or any such Underwriter for any legal or
other expenses reasonably incurred in investigating or defending any such Claim
as such expenses are incurred; provided, that the Company shall not be liable in
any such case to the extent that any such Claim arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
made in any Registration Document in reliance upon and in conformity with
written information furnished to the Company by or on behalf of Deltec or any
such Underwriter specifically for use in such Registration Document. In
connection with any such Registration Statement, Deltec shall indemnify and hold
harmless the Company and any Underwriter against any Claims to which the Company
or such Underwriter may become subject, under the Securities Act or otherwise,
insofar as such Claims arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in written information
furnished to the Company by or on behalf of Deltec specifically for use therein,
and will reimburse the Company or any such Underwriter for any legal or other
expenses reasonably incurred in investigating or defending any such Claim as
such expenses are incurred. In connection with only the first two Registration
Statements filed by the Company pursuant to the second sentence of this Section
2.4 and all Registration Statements filed by the Company pursuant to the third
sentence of this Section 2.4, the Company shall be responsible for all expenses
and fees incident to the preparation of such
Page 25 of 27 Pages
<PAGE>
Registration Statement, including all registration and filing fees, the cost of
preparing and printing the Registration Documents and any other documents used
in connection with the offering, purchase, sale and delivery of the Registrable
Securities, the costs and charges of any transfer agent, registrar, custodian or
attorneys-in-fact and the fees and disbursements of counsel for the Company and
the Company's independent public accountants, including the expenses of any
"comfort" letters; provided that Deltec shall be responsible for the fees and
disbursements of its own counsel, if any, and all underwriting discounts and
commissions relating to the sale or disposition of the Registrable Securities.
ARTICLE III
MISCELLANEOUS
3.1 Amendments, Termination, Transfer, etc. Neither this Agreement nor
any provision hereof may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by each of the Company, Deltec, and
the Controlling Stockholder.
3.2 Notices. All notices, requests, permissions, waivers, and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when received if delivered by hand, facsimile transmission or by
United States mail (registered, return receipt requested), properly addressed
and postage prepaid:
If to the Company or the Controlling Stockholder, to:
Argo Bancorp, Inc.
7600 West 63rd Street
Summit, Illinois 60501
Attn: Frances Pitts, Esq.
General Counsel
Tel.: 708-496-7178
Fax: 708-496-2946
with a copy to:
Muldoon, Murphy & Faucette
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
Attn: Mary M. Sjoquist, Esq.
Tel.: 202-362-0840
Fax: 202-966-9409
If to Deltec, to:
The Deltec Banking Corporation Limited
Deltec House, P.O. Box N-3229
Lyford Cay, Nassau, Bahamas
Attn: Matthew F. Gibbons, President
Tel.: 242-362-4549
Fax: 242-362-4623
Page 26 of 27 Pages
<PAGE>
with a copy to:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attn: Richard R. Howe, Esq.
Tel.: 212 558-3612
Fax: 212 558-3111
Such names and addresses may be changed by such notice.
3.3 Binding Effect; Benefit. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective successors, legal
representatives and permitted assigns. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person other than the parties hereto and
their respective successors, legal representatives and permitted assigns, any
rights, obligations or liabilities under or by reason of this Agreement.
3.4 Assignability. This Agreement shall not be assignable by any party
without the prior written consent of each other party hereto.
3.5 Headings. The headings contained in this Agreement are for
convenience only and shall not affect the meaning or interpretation of this
Agreement.
3.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
3.7 APPLICABLE LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY
AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAW OF
THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
IN WITNESS WHEREOF, the undersigned have hereto set their hands as of
the day and year first above written.
ARGO BANCORP, INC.
By: /s/ Frances M. Pitts
Name: Frances M. Pitts
Title: Senior Vice President & Corporate Secretary
THE DELTEC BANKING CORPORATION LIMITED
By: /s/ Matthew F. Gibbons
Name: Matthew F. Gibbons
Title: President
/s/ John G. Yedinak
JOHN G. YEDINAK
Page 27 of 27 Pages
