<PAGE>
As filed with the Securities and Exchange Commission on March 13, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST INDEPENDENCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3899950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Myrtle and 6th Streets, Independence, Kansas 67301-0947
(Address of principal executive offices) (Zip Code)
FIRST INDEPENDENCE CORPORATION
RECOGNITION AND RETENTION PLAN
(Full title of the plan)
Martin L. Meyrowitz, P.C.
Jane K. Storero, P.C.
Michael R. Clampitt, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Avenue, N.W. - Seventh Floor
Washington, DC 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price offering registration
registered registered(1) per share price fee
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per
share 21,821 $14.625(2) $319,132.12(2) $110.05
- ------------------------------------------------------------------------------
<FN>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of certain
events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee and based upon the average of the bid and
asked price of the shares of that class on the Nasdaq SmallCap Market on
March 9, 1995 of $14.625 per share.
</TABLE>
<PAGE>
FIRST INDEPENDENCE CORPORATION
Cross-Reference Sheet Showing Location in Prospectus
of Information Required by Items of Form S-8
Form S-8 Item and Heading Location in Prospectus
- ------------------------- ----------------------
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus...................Front Cover Page
2. Inside Front and Outside Back
Cover......................................Inside Front Cover Page
3. Summary Information, Risk
Factors and Ratio of Earnings
to Fixed Charges...........................The Company
4. Use of Proceeds............................Not applicable
5. Determination of Offering
Price......................................Not applicable
6. Dilution...................................Not applicable
7. Selling Security Holders...................Selling Stockholders
8. Plan of Distribution.......................Plan of Distribution
9. Description of Securities to
be Registered..............................Not applicable
10. Interest of Named Experts
and Counsel................................Not applicable
11. Material Changes...........................Not applicable
12. Incorporation of Certain
Information by Reference...................Incorporation of Certain
Documents by Reference
13. Disclosure of Commission
Position on Indemnification for
Securities Act Liabilities.................Indemnification of
Directors and Officers
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the First Independence
Corporation Recognition and Retention Plan (the "Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such document(s) (along with the documents incorporated by reference into
the Registration Statement pursuant to Item 3 of Part II hereof) constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
<PAGE>
RE-OFFER PROSPECTUS
FIRST INDEPENDENCE CORPORATION
COMMON STOCK
(Par Value $0.01 Per Share)
OFFERED AS SET FORTH HEREIN PURSUANT TO THE
RECOGNITION AND RETENTION PLAN
OF FIRST INDEPENDENCE CORPORATION
_________________________
This Prospectus relates to offers and sales of shares ("Plan Shares") of
Common Stock of First Independence Corporation, a Delaware corporation (the
"Company"), that were acquired prior to March 13, 1995 by certain employees of
the Company or a subsidiary of the Company (the "Selling Stockholders")
pursuant to the Company's Recognition and Retention Plan (the "Plan).
The Plan Shares may be offered hereby from time to time by any or all of
the Selling Stockholders for their own benefit. The Company will receive no
portion of the proceeds of sales made hereunder. All expenses of registration
incurred in connection with this offering are being borne by the Company, but
all selling and other expenses incurred by Selling Stockholders will be borne
by such Selling Stockholders.
All or a portion of the shares of Common Stock offered hereby may be
offered for sale, from time to time, on the Nasdaq SmallCap Market, or
otherwise, at prices and terms then obtainable. All brokers' commissions,
concessions or discounts will be paid by Selling Stockholders.
The Selling Stockholders and any brokers executing sale orders on behalf
of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such brokers may be deemed to be
underwriting commissions under the Securities Act.
The Common Stock of the Company trades on the Nasdaq SmallCap Market under
the symbol "FFSL." On March 9, 1995, the average of the bid and asked prices
of the Company's Common Stock on the Nasdaq SmallCap Market was $14.625.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
No person has been authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon. This Prospectus does not constitute
an offering in any state in which such offering may not lawfully be made.
Neither the delivery of this Prospectus nor any sales made hereunder shall
under any circumstances create any implication that there has been no change
in the information herein or in the affairs of the Company since the
date of this Prospectus.
_________________________
The Date of this Prospectus is March 13, 1995
<PAGE>
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION............................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................... 1
THE COMPANY......................................................... 2
SELLING STOCKHOLDERS................................................ 2
TRANSFER AGENT AND REGISTRAR........................................ 3
PLAN OF DISTRIBUTION................................................ 3
LEGAL MATTERS....................................................... 3
EXPERTS............................................................. 3
INDEMNIFICATION..................................................... 4
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the Public Reference Facilities of the Commission at the offices of the
Commission at Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549; and at
certain of its regional offices including Fort Worth at 801 Cherry Street, 19th
Floor, Fort Worth, Texas 76102. Copies of such material can be obtained from
the Public Reference Section of the Commission at its Washington, D.C. office
at prescribed rates. Reports, proxy statements, and other information
concerning the Company can be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, NW, Washington, D.C.
20006. This Prospectus does not contain all of the information set forth in
the Registration Statements of which this Prospectus is a part and which the
Company has filed with the Commission. For further information with respect to
the Company and the securities offered hereby, reference is made to the
Registration Statement, including the exhibits filed as a part thereof, copies
of which can be inspected at, or obtained at prescribed rates from, the Public
Reference Section of the Commission at the address set forth above. Additional
updating information with respect to the Company may be provided in the future
by means of appendices or supplements to the Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of
such person, a copy of any and all of the information that has been or may be
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Larry G. Spencer, President and Chief Executive
Officer, First Independence Corporation, Myrtle and Sixth Streets,
Independence, Kansas 67301-0947, telephone number (316) 331-1660.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously or concurrently filed by the Company
with the Commission are hereby incorporated by reference into this and are
contained in a file maintained at the principal executive offices of the
Company.
1. The Company's Annual Report on Form 10-KSB for the year ended of
September 30, 1994.
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1994.
3. All other reports filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act since the end of the fiscal year covered by the annual
report referred to above.
4. The Company's Definitive Proxy Statement for its Annual Meeting of
Stockholders held on January 25, 1995.
5. The description of the common stock, par value $.01 per share, of the
Company contained in the Registrant's Registration Statement on Form 8-A (File
No. 0-22184) filed with the Commission on August 5, 1993 and all amendments or
reports filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof and thereof from the date of filing of such
1
<PAGE>
documents. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated). Requests for information
regarding the Plan or the aforementioned documents should be directed to Larry
G. Spencer, President and Chief Executive Officer, First Independence
Corporation, Myrtle and 6th Streets, Independence, Kansas 67301-0947, telephone
number (316) 331-1660.
All information appearing in this Prospectus is qualified in
its entirety by the detailed information, including financial statements,
appearing in the documents incorporated herein or therein by reference.
THE COMPANY
The Company is a Delaware-chartered corporation, the principal assets of
which consist of all of the outstanding shares of the common stock of First
Federal Savings and Loan Association of Independence (the "Association"). The
principal business of the Association consists of attracting deposits from the
general public and using such deposits, together with other funds, to originate
real estate and other loans and to fund other types of investments.
The principal offices of the Company are located at Myrtle and 6th
Streets, Independence, Kansas 67301-0947. The Company's telephone number at
that address is (316) 331-1660.
SELLING STOCKHOLDERS
This Prospectus covers Plan Shares that have been acquired prior to
March 13, 1995 by the Selling Stockholders.
2
<PAGE>
The following table sets forth the name of each Selling Stockholder, the
nature of his or her position, office, or other material relationship with the
Company and/or the Association, the number of shares of Common Stock owned by
each Selling Stockholder prior to the offering, and the number of shares and
(if one percent or more) the percentage of the class to be owned by such
Selling Stockholder after the offering.
<TABLE>
<CAPTION>
Shares Owned After
Plan Shares Offering
Shares Owned Offered ------------------
Name and Title Prior to Offering Hereby Number Percent
- -------------------- ------------------- ---------------- -------- -------
<S> <C> <C> <C> <C>
Larry G. Spencer,
President and Chief
Executive Officer
of the Company and
the Association 17,996 8,729 9,267 1.37%
Gary L. Overfield,
Senior Vice President
and Secretary of
the Company and
the Association 9,578 3,636 5,942 .88
James B. Mitchell,
Vice President and
Chief Financial
Officer of the
Company and
the Association 12,400 3,636 8,764 1.30
Jim L. Clubine, Vice
President and Asset
Manager of the
Association 11,928 3,636 8,292 1.23
Lori L. Kelley
Assistant Vice
President and
Compliance Officer
of the Association 7,933 2,184 5,749 .85
</TABLE>
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock of the Company is
Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016.
PLAN OF DISTRIBUTION
The Selling Shareholders may sell shares of Common Stock in any of the
following ways: (i) through dealers; (ii) through agents; or (iii) directly to
one or more purchasers. The distribution of the shares of Common Stock may be
effected from time to time in one or more transactions (which may involve
crosses or block transactions). Any such transaction may be effected at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or fixed prices. The Selling Stockholders
may effect such transactions by selling shares of Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from Selling Stockholders and/or
commissions from purchasers of shares of Common Stock for whom they may act as
agents. The Selling Stockholders and any broker-dealers or agents that
participate in the distribution of shares of Common Stock by them might be
deemed to be underwriters, and any discounts, commissions or concessions
received by any such broker-dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
The legality of the shares offered hereby has been passed upon for the
Company by Silver, Freedman & Taff, L.L.P. (a limited liability partnership
including professional corporations), 1100 New York Avenue, Washington, D.C.
20005.
3
<PAGE>
EXPERTS
The consolidated financial statements of First Independence Corporation
appearing in First Independence Corporation's Annual Report (Form 10-KSB) for
the year ended September 30, 1994 have been audited by Grant Thornton LLP,
independent auditors, as set forth in their report thereon and incorporated
herein by reference. Such financial statements are incorporated by reference
in this Prospectus and have been incorporated herein in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article ELEVENTH of the Company's Certificate of Incorporation provides
for indemnification of directors and officers of the Registrant against any and
all liabilities, judgments, fines and reasonable settlements, costs, expenses
and attorneys' fees incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaw. Article ELEVENTH also provides
for the authority to purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified
against expenses actually and reasonably incurred in defense of a proceeding by
or on behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a
proceeding by or in the right of such other corporation or enterprise.
Indemnification is permitted where such person (i) was acting in good faith;
(ii) was acting in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation or other corporation or enterprise, as
appropriate; (iii) with respect to a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful; and (iv) was not adjudged to be
liable to the corporation or other corporation or enterprise (unless the court
where the proceeding was brought determines that such person is fairly and
reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may
be made (i) by the corporation's board of directors by a majority vote of a
quorum consisting of directors not at the time parties to such proceeding; or
(ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
Under a directors' and officers' liability insurance policy, directors and
officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act.
4
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed 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.
5
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
------------------------------------------------
The following documents previously or concurrently filed by First
Independence Corporation (the "Company") with the Commission are hereby
incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1994 filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) the Company's Quarterly Report on Form 10-QSB for the quarter
ended December 31, 1994;
(c) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report referred to above;
(d) the Company's definitive Proxy Statement for its Annual Meeting
of Stockholders held on January 25, 1995; and
(e) the description of the common stock, par value $.01 per share,
of the Registrant contained in the Registrant's Registration
Statement on Form 8-A (File No. 0-22184) filed with the
Commission on August 5, 1993 and all amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference into this Annual
Report and to be a part thereof from the date of the filing of such documents.
Any statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be modified or
superseded for purposes of this Annual Report and the Prospectus to the extent
that a statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Annual Report and the Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated). Requests should be
directed to Larry G. Spencer, President and Chief Executive Officer, First
Independence Corporation, Myrtle and 6th Streets, Independence, Kansas
67301-0947, telephone number (316) 331-1660.
All information appearing in this Annual Report and the Prospectus is
qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Article ELEVENTH of the Company's Certificate of Incorporation provides
for indemnification of directors and officers of the Registrant against any and
all liabilities, judgments, fines and reasonable settlements, costs, expenses
and attorneys' fees incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaw. Article ELEVENTH also provides
for the authority to purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified
against expenses actually and reasonably incurred in defense of a proceeding by
or on behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a
proceeding by or in the right of such other corporation or enterprise.
Indemnification is permitted where such person (i) was acting in good faith;
(ii) was acting in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation or other corporation or enterprise, as
appropriate; (iii) with respect to a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful; and (iv) was not adjudged to be
liable to the corporation or other corporation or enterprise (unless the court
where the proceeding was brought determines that such person is fairly and
reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may
be made (i) by the corporation's board of directors by a majority vote of a
quorum consisting of directors not at the time parties to such proceeding; or
(ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed.
------------------------------------
These Securities were issued pursuant to an employee benefit plan to a
limited number of employees of the Company in a transaction not involving a
public offering in reliance on Section 4(2) of the Securities Act of 1933, as
amended. Such employees are officers of the Company who have access to the
types of information that could be obtained through the registration process;
and at the time of the offering, the Company believed based upon their
educational background and position with the Company, that such individuals had
the knowledge and experience in financial and business matters of the Company
to enable such individuals to evaluate the merits and risks of the investment.
II-2
<PAGE>
Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
Regulation
S-B Reference to Prior
Exhibit Filing or Exhibit
Number Document Number Attached Hereto
- ------------ --------------------------------- -----------------------------
<S> <C> <C>
3.1 Certificate of Incorporation of *
First Independence Corporation
3.2 Bylaws of First Independence *
Corporation
4.1 First Independence Corporation Attached as Exhibit 4
Recognition and Retention Plan
and form of Restricted Stock
Agreement
4.2 Specimen form of common stock *
certificate of First Independence
Corporation
5 Opinion of Silver, Freedman Attached as Exhibit 5
& Taff, L.L.P.
23.1 Consent of Silver, Freedman Attached as Exhibit 24.1
& Taff, L.L.P.
23.2 Consent of Grant Thornton, LLP Attached as Exhibit 24.2
certified public accountants
24 Power of Attorney Contained on Signature
Page
____________________
<FN>
*Filed as exhibits to the Company's S-1 registration statement filed on
June 22, 1993 (File No. 33-64812) pursuant to Section 5 of the Securities Act
of 1933. All of such previously filed documents are hereby incorporated
herein by reference in accordance with Item 601 of Regulation S-K.
</TABLE>
Item 9. 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 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 the
Registrant's annual report pursuant to Section 13(a) or 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
II-3
<PAGE>
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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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 against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant of expenses incurred or paid by a director, officer or
controlling person 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, the Registrant 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.
II-4
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Independence,
State of Kansas, on March 13, 1995.
FIRST INDEPENDENCE CORPORATION
By: /s/Larry G Spencer
-------------------------------------
Larry G. Spencer, President,
Chief Executive Officer and Director
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Larry G. Spencer
and James B. Mitchell, or either of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
said attorneys-in-fact and agents or their substitutes or substitute
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on March 13, 1995.
/s/Larry G. Spencer /s/Donald E. Aitken
- -------------------------------- -------------------------------
Larry G. Spencer Donald E. Aitken
President, Chief Executive Chairman of the Board and
Officer and Director (Principal Director
Executive and Operating Officer)
/s/John T. Updegraff /s/William T. Newkirk, II
- -------------------------------- --------------------------------
John T. Updegraff William T. Newkirk, II
Vice Chairman of the Board and Director
Director
/s/Joseph M. Smith /s/Lavern L. Strecker
- -------------------------------- --------------------------------
Joseph M. Smith Lavern L. Strecker
Director Director
/s/Harold L. Swearingen /s/James B. Mitchell
- -------------------------------- --------------------------------
Harold L. Swearingen James B. Mitchell
Director Vice President and Chief
Financial Officer (Principal
Financial and Accounting
II-5
<PAGE>
Exhibit 4.1
FIRST INDEPENDENCE CORPORATION
RECOGNITION AND RETENTION PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining executive officers of the Corporation and its
Affiliates.
2. Definitions. The following definitions are applicable to the Plan:
"Award" - means the grant by the Committee of Restricted Stock, as
provided in the Plan.
"Affiliate" - means any "parent corporation" or "subsidiary corporation"
of the Corporation, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 7 hereof.
"Continuous Service" - means the absence of any interruption or
termination of service as an executive officer or employee of the Corporation
or any Affiliate. Service shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the
Corporation or any Affiliate or in the case of transfers between payroll
locations of the Corporation or between the Corporation, its parent, its
subsidiaries or its successor.
"Corporation" - means First Independence Corporation, a Delaware
corporation.
"Disinterested Person" - means any members of the Board of Directors of
the Corporation who within the prior year has not been, and is not being,
granted any awards related to the shares under this Plan or any other plan of
the Corporation or any of its Affiliates except for awards which (i) are
calculated in accordance with a formula as contemplated in paragraph (c)(ii) of
Rule 16b-3 ("Rule 16b-3") under the Securities Exchange Act of 1934, as
amended; (ii) result from participation in an ongoing securities acquisition
plan meeting the conditions of paragraph (d)(2) of Rule 16b-3; or (iii) arise
from an election by a director to receive all or part of his board fees in
securities.
"ERISA" - means the Employee Retirement Income Security Act of 1974, as
amended.
"Institution" - means First Federal Savings and Loan Association of
Independence, a savings institution and its predecessors and successors.
"Participant" - means any executive officer or employee of the
Corporation or any Affiliate who is selected by the Committee to receive an
Award.
"Plan" - means the Recognition and Retention Plan of the Corporation.
"Restricted Period" - means the period of time selected by the Committee
for the purpose of determining when restrictions are in effect under Section 3
hereof with respect to Restricted Stock awarded under the Plan.
"Restricted Stock" - means Shares which have been contingently awarded
to a Participant by the Committee subject to the restrictions referred to in
Section 3 hereof, so long as such restrictions are in effect.
1
<PAGE>
"Shares" - means the common stock, par value $0.01 per share, of the
Corporation.
3. Terms and Conditions of Restricted Stock. The Committee shall have
full and complete authority, subject to the limitations of the Plan, to grant
awards of Restricted Stock and, in addition to the terms and conditions
contained in paragraphs (a) through (e) of this Section 3, to provide such
other terms and conditions (which need not be identical among Participants) in
respect of such Awards, and the vesting thereof, as the Committee shall
determine.
(a) At the time of an award of Restricted Stock, the Committee shall
establish for each Participant a Restricted Period, which shall not be less
than six months, during which or at the expiration of which, as the Committee
shall determine and provide in the agreement referred to in paragraph (d) of
this Section 3, the Shares awarded as Restricted Stock shall vest, and subject
to any such other terms and conditions as the Committee shall provide, shares
of Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered by the Participant, except as hereinafter provided, during
the Restricted Period. Except for such restrictions, and subject to paragraphs
(c) and (d) of this Section 3 and Section 4 hereof, the Participant as owner of
such shares shall have all the rights of a stockholder, including but not
limited to the right to receive all dividends paid on such shares and the right
to vote such shares. The Committee shall have the authority, in its
discretion, to accelerate the time at which any or all of the restrictions
shall lapse with respect thereto, or to remove any or all of such restrictions,
whenever it may determine that such action is appropriate by reason of changes
in applicable tax or other laws or other changes in circumstances occurring
after the commencement of such Restricted Period.
(b) Except as provided in Section 5 hereof, if a Participant ceases to
maintain Continuous Service for any reason (other than death, total or partial
disability or normal or early retirement), unless the Committee shall otherwise
determine, all Shares of Restricted Stock theretofore awarded to such
Participant and which at the time of such termination of Continuous Service are
subject to the restrictions imposed by paragraph (a) of this Section 3 shall
upon such termination of Continuous Service be forfeited and returned to the
Corporation. Unless the Committee otherwise determines, if a Participant
ceases to maintain Continuous Service by reason of death, total or partial
disability or normal or early retirement, Restricted Stock then still subject
to restrictions imposed by paragraph (a) of this Section 3 will be free of
those restrictions in proportion to the portion of the restricted period which
shall have elapsed at the time of such termination of Continuous Service.
(c) Each certificate in respect of Shares of Restricted Stock awarded
under the Plan shall be registered in the name of the Participant and deposited
by the Participant, together with a stock power endorsed in blank, with the
Corporation and shall bear the following (or a similar) legend:
The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the Recognition and Retention Plan of First
Independence Corporation. Copies of such Plan are on file in the offices
of the Secretary of First Independence Corporation, Myrtle and Sixth
Streets, Independence, KS 67301-0947.
(d) At the time of an award of shares of Restricted Stock, the Committee
may, in it discretion, determine that the payment to the Participant of
dividends declared or paid on such shares, or specified portion thereof, by
the Corporation shall be deferred until the earlier to occur of (i) the lapsing
of the restrictions imposed under paragraph (a) of this Section 3 or (ii) the
forfeiture of such shares under paragraph (b) of this Section 3, and shall be
held by the Corporation for the account of the Participant until such time. In
the event of such deferral, there shall be credited at the end of each year (or
portion thereof) interest on the amount of the account at the beginning of the
year at a rate per annum as the Committee, in its discretion, may determine.
Payment of deferred dividends, together with interest accrued thereon, shall be
2
<PAGE>
made upon the earlier to occur of the events specified in (i) and (ii) of the
immediately preceding sentence.
(e) At the expiration of the restrictions imposed by paragraph (a) of
this Section 3, the Corporation shall redeliver to the Participant (or where
the relevant provision of paragraph (b) of this Section 3 applies in the case
of a deceased Participant, to his legal representative, beneficiary or heir)
the certificate(s) and stock power deposited with it pursuant to paragraph (c)
of this Section 3 and the Shares represented by such certificate(s) shall be
free of the restrictions referred to in paragraph (a) of this Section 3.
4. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan
by reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan and the
number and class of shares with respect to which Awards theretofore have been
granted under the Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. Any shares of stock or other securities
received, as a result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such shares or
securities shall be legended and deposited with the Corporation in the manner
provided in Section 3 hereof.
5. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 5 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial
owner of shares of the Corporation with respect to which 25% or more of the
total number of votes which may be cast for the election of the Board of
Directors of the Corporation, (ii) as a result of, or in connection with, any
cash tender offer, merger or other business combination, sale of assets or
contested election, or combination of the foregoing, the persons who were
directors of the Corporation shall cease to constitute a majority of the Board
of Directors of the Corporation, or (iii) the shareholders of the Corporation
shall approve an agreement providing either for a transaction in which the
Corporation will cease to be an independent publicly owned entity or for a sale
or other disposition of all or substantially all the assets of the Corporation;
provided, however, that the occurrence of any such events shall not be deemed a
"change in control" if, prior to such occurrence, a resolution specifically
approving such occurrence shall have been adopted by at least a majority of the
"Disinterested Directors" (as that term is defined in the Corporation's
Certificate of Incorporation) of the Corporation. If the Continuous Service of
any Participant of the Corporation is involuntarily terminated for whatever
reason, at any time within twelve months after a change in control, unless the
Committee shall have otherwise provided, any Restricted Period with respect to
Restricted Stock theretofore awarded to such Participant shall lapse upon such
termination and all Shares awarded as Restricted Stock shall become fully
vested in the Participant to whom such Shares were awarded.
6. Assignments and Transfers. No Award nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award under the
Plan may be assigned, encumbered or transferred except, in the event of the
death of a Participant, by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code or
Title I of ERISA or the rules thereunder.
7. Administration. The Plan shall be administered by a Committee
consisting of two or more members, each of whom shall be a Disinterested
Person. The members of the Committee shall be appointed by the Board of
Directors of the Corporation. Except as limited by the express provisions of
the Plan, the Committee shall have sole and complete authority and discretion
to (i) select Participants and grant Awards; (ii) determine the number of
shares to be subject to types of Awards generally, as well as to individual
Awards granted under the Plan; (iii) determine the terms and conditions upon
which Awards shall be granted under the Plan;
3
<PAGE>
(iv) prescribe the form and terms of instruments evidencing such grants; and
(v) establish from time to time regulations for the administration of the Plan,
interpret the Plan, and make all determinations deemed necessary or advisable
for the administration of the Plan. The Committee may maintain, and update
from time to time as appropriate, a list designating selected directors as
Disinterested Persons. The purpose of such list shall be to evidence the
status of such individuals as Disinterested Persons, and the Board of Directors
may appoint to the Committee any individual actually qualifying as a
Disinterested Person, regardless of whether identified as such on said list.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.
8. Shares Subject to Plan. Subject to adjustment by the operation of
Section 4 hereof, the maximum number of Shares with respect to which Awards may
be made under the Plan is 3% of the total Shares sold in the Institution's
conversion to stock form. The shares with respect to which Awards may be made
under the Plan may be either authorized and unissued shares or issued shares
heretofore or hereafter reacquired and held as treasury shares. An Award shall
not be considered to have been made under the Plan with respect to Restricted
Stock which is forfeited and new Awards may be granted under the Plan with
respect to the number of Shares as to which such forfeiture has occurred.
9. Employee Rights Under the Plan. No officer or employee shall have a
right to be selected as a Participant nor, having been so selected, to be
selected again as a Participant and no officer, employee or other person shall
have any claim or right to be granted an Award under the Plan or under any
other incentive or similar plan of the Corporation or any Affiliate. Neither
the Plan nor any action taken thereunder shall be construed as giving any
employee any right to be retained in the employ of the Corporation, the
Institution or any Affiliate.
10. Withholding Tax. Upon the termination of the Restricted Period with
respect to any shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such shares in taxable
income), the Corporation shall have the right to require the Participant or
other person receiving such shares to pay the Corporation the amount of any
taxes which the Corporation is required to withhold with respect to such
shares, or, in lieu thereof, to retain or sell without notice, a sufficient
number of shares held by it to cover the amount required to be withheld. The
Corporation shall have the right to deduct from all dividends paid with respect
to shares of Restricted Stock the amount of any taxes which the Corporation is
required to withhold with respect to such dividend payments. No discretion or
choice shall be conferred upon any Participant with respect to the form, timing
or method of any such tax withholding.
11. Amendment or Termination. The Board of Directors of the Corporation
may amend, suspend or terminate the Plan or any portion thereof at any time;
provided, however, that no such amendment, suspension or termination shall
impair the rights of any Participant, without his consent, in any Award
theretofore made pursuant to the Plan.
Notwithstanding anything in this Plan to the contrary, to the extent that
the Plan provides for formula awards, as defined in Rule 16b-3(c)(2)(ii) under
the Securities Exchange Act of 1934, as amended, such provisions may not be
amended more than once every six months, other than to comport with changes in
the Code, ERISA or the rules thereunder.
12. Term of Plan. The Plan shall become effective upon its adoption by
the Boards of Directors of the Corporation, subject to the Institution's
completion of the conversion to stock form. It shall continue in effect for a
term of ten years unless sooner terminated under Section 11 hereof.
4
<PAGE>
FIRST INDEPENDENCE CORPORATION
RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AGREEMENT
RS No. __
Shares of Restricted Stock are hereby awarded on _____________, 199__ by
First Independence Corporation (the "Corporation"), to ______________________
(the "Grantee"), in accordance with the following terms and conditions, and the
conditions contained in the First Independence Corporation Management
Recognition Plan (the "Plan"):
1. Share Award. The Corporation hereby awards the Grantee ___ shares
(the "Shares") of Common Stock, par value $.01 per share ("Common Stock"), of
the Corporation pursuant to the Plan, as the same may from time to time be
amended, and upon the terms and conditions and subject to the restrictions
therein and hereinafter set forth. A copy of the Plan as currently in effect
is incorporated herein by reference and is attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
(the "Restricted Period") commencing on _______________ (the "Commencement
Date") and terminating on _______________, the Shares may not be sold,
assigned, transferred, pledged, or otherwise encumbered by the Grantee, except
as hereinafter provided.
Except as set forth below, the Shares will vest at a rate of __% of the
initial award per year of Continuous Service (as defined in the Plan)
commencing on _______________ pursuant to the following schedule:
Percentage
of Initial
Date of Vesting Award Vested
--------------- --------------
The Committee referred to in Section 7 of the Plan or its successor (the
"Committee") shall have the authority, in its discretion, to accelerate the
time at which any or all of the restrictions shall lapse with respect to any
Shares thereto, or to remove any or all of such restrictions, whenever the
Committee may determine that such action is appropriate by reason of changes in
applicable tax or other laws, or other changes in circumstances occurring after
the commencement of the Restricted Period.
3. Termination of Service. Except as provided in Section 8 below, if the
Grantee ceases to maintain "Continuous Service" (as defined in the Plan as in
effect on the date of the award of the Shares) for any reason (other than
death, total or partial disability, or normal or early retirement), all shares
which at the time of such termination of Continuous Service are subject to the
restrictions imposed by Section 2 above shall upon such termination of
Continuous Service be forfeited to the Corporation. If the Grantee ceases to
maintain "Continuous Service" (as defined in the Plan as in effect on the date
of the award of shares) by reason of death, total or partial disability or
normal or early retirement, the Restricted Period with respect to all such
Shares awarded pursuant to this Agreement shall lapse at the time of such
termination and the Shares shall not be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in respect of the Shares in the name of the Grantee, and shall
hold such certificates on deposit for the account of the Grantee until the
expiration of the Restricted Period with respect to the Shares represented
thereby. Such certificates shall bear the following legend:
1
<PAGE>
The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the Recognition and Retention Plan of First
Independence Corporation and an Agreement entered into between the
registered owner and First Independence Corporation Copies of such
Plan and Agreement are on file in the offices of the Secretary of
First Independence Corporation, P.O. Drawer 947, Myrtle and Sixth
Streets, Independence, Kansas 67301.
The Grantee further agrees that simultaneously with the execution of this
Agreement, the Grantee shall execute five stock powers in favor of the
Corporation with respect to the Shares and that the Grantee shall promptly
deliver such stock powers to the Corporation.
5. Grantee's Rights. Except as otherwise provided herein, the Grantee,
as owner of the Shares, shall have all rights of a stockholder, including, but
not limited to, the right to receive all dividends paid on the Shares and the
right to vote such Shares.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a decreased Grantee, to
[his/her] legal representation) the certificate in respect of such shares and
the related stock power held by the Corporation pursuant to Section 4 above.
The Shares as to which the Restricted Period shall have lapsed or expired shall
be free of the restrictions referred to in Section 2 above and such certificate
shall not bear the legend provided for in Section 4 above.
7. Adjustments for Changes in Capitalization of the Corporation. In the
event of any change in the outstanding shares of Common Stock by reason of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation, or any change in the corporate
structure of the Corporation or in the shares of Common Stock, the number and
class of shares covered by this Agreement shall be appropriately adjusted by
the Committee, whose determination shall be conclusive. Any shares of Common
Stock or other securities received, as a result of the foregoing, by the
Grantee with respect to Shares subject to the restrictions contained in Section
2 above also shall be subject to such restrictions and the certificate or other
instruments representing or evidencing such shares or securities shall be
legended and deposited with the Corporation in the manner provided in Section 4
above.
8. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 8 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, shall become the
beneficial owner of shares of the Corporation with respect to which 25% or more
of the total number of votes for the election of the Board of Directors of the
Corporation may be cast, (ii) as a result of, or in connection with, any cash
tender offer, merger or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were directors of
the Corporation shall cease to constitute a majority of the Board of Directors
of the Corporation, or (iii) the shareholders of the Corporation shall approve
an agreement providing either for a transaction in which the Corporation will
cease to be an independent publicly owned entity or for a sale or other
disposition of all or substantially all the assets of the Corporation,
provided, however, that the occurrence of any such events shall not be deemed a
"change in control" if, prior to such occurrence, a resolution specifically
approving such occurrence shall have been adopted by at least a majority of the
Disinterested Directors (as defined in the Corporation's Certificate of
Incorporation) of the Corporation. If the Continuous Service of the Grantee
shall terminate, for whatever reason, at any time within twelve months after a
change in control, the Restricted Period with respect to all Shares shall lapse
upon such termination and all Shares shall become fully vested in the Grantee.
9. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
2
<PAGE>
the Committee so requests, be conditioned upon the receipt of a representation
as to the investment intention of the Grantee or any other person to whom such
shares are to be delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of the Securities Act of
1933, as amended, or any other Federal, state or local securities legislation
or regulation. It may be provided that any representation requirement shall
become inoperative upon a registration of such shares or other action
eliminating the necessity of such representation under such Securities Act or
other securities regulation. The Corporation shall not be required to deliver
any shares under the Plan prior to (i) the admission of such shares to listing
on any stock exchange on which the shares of Common Stock may then be listed,
and (ii) the completion of such registration or other qualification of such
shares under any state or Federal law, rule or regulation, as the Committee
shall determine to be necessary or advisable.
10. Plan and Plan Interpretations as Controlling. The Shares hereby
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling. All
determinations and interpretations of the Committee shall be binding and
conclusive upon the Grantee or [his/her] legal representatives with regard to
any question arising hereunder or under the Plan.
11. Grantee Service. Nothing in this Agreement shall limit the right of
the Corporation or any of its Affiliates to terminate the Grantee's service as
a director, officer or employee, or otherwise impose upon the Corporation or
any of its Affiliates any obligation to employ or accept the services of the
Grantee.
12. Withholding and Social Security Taxes. Upon the termination of the
Restricted Period with respect to any Shares (or any such earlier time, if any,
that an election is made under Section 83(b) of the Code, or any successor
provision thereto, to include the value of such Shares in taxable income), the
Corporation shall withhold from the Grantee's compensation an amount sufficient
to fulfill its or its Affiliate's withholding requirements for Federal, state
and social security taxes. Alternatively, the Corporation may require the
Grantee to pay the Corporation the amount of any taxes which the Corporation is
required to withhold with respect to the Shares, or, in lieu thereof, to retain
or sell without notice a sufficient number of Shares to cover the amount
required to be withheld. The Corporation shall withhold from any cash
dividends paid on the Restricted Stock an amount sufficient to cover taxes owed
as a result of the dividend payment. The Corporation's method of satisfying
its withholding obligations shall be solely in the discretion of the
Corporation, subject to applicable Federal, state and local laws.
13. Grantee Acceptance. The Grantee shall signify [his/her] acceptance
of the terms and conditions of this Agreement by signing in the space provided
below and signing the attached stock power and returning a signed copy thereof
and of the attached stock power to the Corporation. IF A FULLY EXECUTED COPY
HEREOF AND THE ATTACHED STOCK POWER HAVE NOT BEEN RECEIVED BY THE CORPORATION,
THE CORPORATION MAY REVOKE THIS AWARD, AND AVOID ALL OBLIGATIONS UNDER THIS
AGREEMENT.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this RESTRICTED STOCK
AGREEMENT to be executed as of the date first above written.
FIRST INDEPENDENCE CORPORATION
By: ___________________________________
Larry G. Spencer, President
ACCEPTED:
___________________________________
(Name)
___________________________________
(Street Address)
___________________________________
(City, State & Zip Code)
4
<PAGE>
Exhibit 5
March 13, 1995
Board of Directors
First Independence Corporation
Myrtle and 6th Streets
Independence, Kansas 67301-0947
Gentlemen:
We have acted as counsel to First Independence Corporation (the
"Corporation") in connection with the preparation and filing with the
Securities and Exchange Commission of a registration statement on Form S-8
under the Securities Act of 1933 (the "Registration Statement") relating to
21,821 shares of the Corporation's Common Stock, par value $.01 per share (the
"Common Stock"), offered pursuant to the Recognition and Retention Plan
of the Corporation (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Corporation's Certificate of
Incorporation, Bylaws, resolutions of its Board of Directors and such other
documents and corporate records as we deem appropriate for the purpose of
giving this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly authorized.
2. The shares of Common Stock issued by the Corporation pursuant to the
Plan were, when issued, legally issued, fully paid and non-assessable
shares of Common Stock of the Corporation.
Very truly yours,
/s/SILVER, FREEDMAN & TAFF, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE> Exhibit 23.1
March 13, 1995
Board of Directors
First Independence Corporation
Myrtle and 6th Streets
Independence, Kansas 67301-0947
Gentlemen:
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement and the reference to our firm in the Prospectus. 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 of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/SILVER, FREEDMAN & TAFF, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated October 27, 1994 accompanying the
consolidated financial statements of First Independence Corporation
and Subsidiary appearing in the 1994 Annual Report of the Company to
its shareholders included in the Annual Report on Form 10-KSB for the
year ended September 30, 1994 which is incorporated by reference in
this Registration Statement on Form S-8. We consent to the
incorporation by reference in the Registration Statement of the
aforementioned report and to the use of our name as it appears under
the caption "Experts."
GRANT THORNTON LLP
/s/Grant Thornton LLP
Wichita, Kansas
March 3, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Contained on signature page.
