U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._____)*
HIGHLAND BANCORP, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
429879109
(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 16, 1997
------------------------------------------------------------------------
(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 17 Pages
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SCHEDULE 13D
CUSIP NO. 429879109 PAGE 2 OF 17 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) |_|
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
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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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 579,609 1/4
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
579,609 1/4
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
579,609 1/4
- --------------------------------------------------------------------------------
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, $0.01 par value per share (the "Shares"), of Highland Bancorp,
Inc. ("Highland") whose principal executive offices are located at 601 South
Glenoaks Boulevard, Burbank, California 91502.
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 17 Pages
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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
$14,157,877.37 to purchase the Shares referred to in Item 5. No borrowed funds
were used in connection therewith.
Page 4 of 17 Pages
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ITEM 4. PURPOSE OF TRANSACTION
The Shares were acquired by Deltec Banking for investment. 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
Highland, or the disposition of securities of Highland, (b) an extraordinary
corporate transaction, such as merger, reorganization or liquidation, involving
Highland, (c) a sale or transfer of a material amount of assets of Highland,(d)
any change in the present board of directors or management of Highland,
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 Highland, (f) any other material change in
Highland's business or corporate structure, (g) changes in Highland's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of Highland by any person, (h) causing a class of
securities of Highland 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
Highland 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.
Deltec International entered into a rebuttal agreement, a copy
Page 5 of 17 Pages
<PAGE>
of which is attached as Exhibit 1 hereto, with the Office of Thrift Supervision
("OTS") on December 15, 1997 with respect to Deltec International's ownership of
up to, but not more than, 25% of the outstanding Shares. Deltec International
does not intend to purchase or sell any additional Shares, in the open market or
otherwise, except insofar as necessary to maintain its ownership at the 25%
level.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date of filing this statement, Deltec International
beneficially owns, through Deltec Banking, 579,604 1/4 Shares, or 25.0% of the
2,318,417 Shares that Highland has informed Deltec were outstanding on December
16, 1997. Deltec Banking acquired such Shares upon the effectiveness of a Plan
of Reorganization and Agreement of Merger among Highland, Highland Federal Bank,
A Federal Savings Bank and Highland Federal Interim Savings Bank, at which time
each outstanding share of Common Stock of Highland Federal Bank, A Federal
Savings Bank was converted by operation of law into one share of Common Stock of
Highland.
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 Highland.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Page 6 of 17 Pages
<PAGE>
1. Rebuttal Agreement signed by Deltec International and related
parties and by the Assistant Regional Director of the OTS on December 15, 1997.
Page 7 of 17 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: December 16, 1997 DELTEC INTERNATIONAL S.A.
By /s/ Andre J. Feldman
Andre J. Feldman
Vice President
Page 8 of 17 Pages
<PAGE>
APPENDIX I
DELTEC INTERNATIONAL S.A.
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION NAME AND BUSINESS ADDRESS CITIZENSHIP
<S> <C> <C> <C>
Peter S. Darling Director of Mercury Mercury Asset Management Group British
Chairman of the Asset Management 33 King William Street
Board & CEO; Director Group London, England 3C2R 9AS
Penelope Dauphinot Executive Vice Deltec International S.A. Brazilian
Deputy Chairman President of Deltec P.O. Box N-3229
and Executive Vice International S.A. Nassau, Bahamas
President; Director
Andre J. Feldman Executive Vice The Deltec Banking Corporation Bahamian
Vice President and President of The Deltec Limited
Secretary Banking Corporation P.O. Box N-3229
Limited Nassau, Bahamas
Gordon Bradshaw Vice President, COO & The Deltec Banking Corporation Canadian
Treasurer Controller of The Deltec Limited
Banking Corporation P.O. Box N-3229
Limited Nassau, Bahamas
Terry E. Girling Chief Financial Officer Deltec Panamerica Trust Company British
Assistant Treasurer of Deltec Panamerica Limited
Trust Company Limited P.O. Box N-3229
Nassau, Bahamas
Stephanie E. Harding Secretary & Treasurer The Deltec Banking Corporation Bahamian
Vice President and of The Deltec Banking Limited
Assistant Secretary Corporation Limited P.O. Box N-3229
Nassau, Bahamas
Arthur E. Byrnes Chairman of the Board Deltec Asset Management Corp. U.S.
Director of Deltec Asset 535 Madison Avenue
Management Corp. New York, NY 10022
Jean Chalopin Private investor c/o Deltec International 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
Albert H. Gordon Private investor c/o Deltec Asset Management Corp. U.S.
Director 535 Madison Avenue
New York, NY 10022
</TABLE>
Page 9 of 17 Pages
<PAGE>
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION NAME AND BUSINESS ADDRESS CITIZENSHIP
<S> <C> <C> <C>
John R. Gordon President & CEO of Deltec Asset Management Corp. U.S.
Director Deltec Asset 535 Madison Avenue
Management Corp. New York, NY 10022
Kiendl D. Gordon Homemaker c/o Deltec Asset Management Corp. U.S.
Director 535 Madison Avenue
New York, NY 10022
Peter T. Kikis Private investor c/o Kikis Asset Management Corp. U.S.
Director 535 Madison Avenue
New York, NY 10022
David P. McNaughtan Chairman, President & Deltec Securities (U.K.) Ltd. British
Director CEO of The Deltec Brettenham House
Banking Corporation 5 Lancaster Place
Limited London, WC2E 7EN
England
J. Mario Santo Domingo Presidente del Cervecerias Bavaria S.A. Colombian
Director Directorio, Bavaria, (brewery)
S.A. Apartado Aereo 3538
Bogota, Columbia
Gustavo J. Vollmer, Jr. Industrialist Corpalmar Venezuelan
Director (sugar mill)
Edificio Banco Del Orinoco
Pisoq, Ave.FCO De Miranda
Sector La Floresta
Caracas, Venezuela
Banco Mercantile C.A.
Gustavo J. Vollmer, Sr. Apartado 789
Director Private investor Caracas 1010, Venezuela Venezuelan
</TABLE>
Page 10 of 17 Pages
<PAGE>
THE DELTEC BANKING CORPORATION LIMITED
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION NAME AND BUSINESS ADDRESS CITIZENSHIP
<S> <C> <C> <C>
David P. McNaughtan Chairman, President & Deltec Securities (U.K.) Limited British
Chairman of the Board, CEO of The Deltec Brettenham House
President and Chief Banking Corporation 5 Lancaster Place
Executive Officer; Limited London, WC2E 7EN
Director England
Penelope Dauphinot Executive Vice Deltec International S.A. Brazilian
Deputy Chairman; President of Deltec P.O. Box N-3229
Director International S.A. Nassau, Bahamas
Gordon Bradshaw Vice President, COO & The Deltec Banking Corporation Canadian
Vice President, COO & Controller of The Deltec Limited
Controller; Director Banking Corporation P.O. Box N-3229
Limited Nassau, Bahamas
Andre J. Feldman Executive Vice The Deltec Banking Corporation Bahamian
Executive Vice President of The Deltec Limited
President Banking Corporation P.O. Box N-3229
Limited Nassau, Bahamas
Terry E. Girling Vice President of The The Deltec Banking Corporation British
Vice President Deltec Banking Limited
Corporation Limited P.O. Box N-3229
Nassau, Bahamas
Jennifer E. Rahming Managing Director of The Deltec Banking Corporation Bahamian
Vice President Deltec Panamerica Trust Limited
Company Limited P.O. Box N-3229
Nassau, Bahamas
Jeffrey A. Williams Vice President of The The Deltec Banking Corporation Bahamian
Vice President Deltec Banking Limited
Corporation Limited P.O. Box N-3229
Nassau, Bahamas
Antonio Augusto de President of Deltec Deltec Holdings Inc. Portugese
Araujo Faria Guedes Holdings Inc. (real estate development)
Vice President; Rua Alcides Lourenco Da Rocha
Director 167-3 Andar
Sao Paulo, Brazil
CEP 04571-110
</TABLE>
Page 11 of 17 Pages
<PAGE>
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION NAME AND BUSINESS ADDRESS CITIZENSHIP
<S> <C> <C> <C>
James Moss Assistant Controller of The Deltec Banking Corporation Bahamian
Assistant Controller The Deltec Banking Limited
Corporation Limited P.O. Box N-3229
Nassau, Bahamas
Stephanie E. Harding Secretary & Treasurer The Deltec Banking Corporation Bahamian
Secretary & Treasurer of The Deltec Banking Limited
Corporation Limited P.O. Box N-3229
Nassau, Bahamas
Deltec Holdings Inc.
(real estate development)
Rua Alcides Lourenco Da Rocha
167-3 Andar
Roland P. Malimpensa Vice President of Deltec Sao Paulo, Brazil
Director Holdings Inc. CEP 04571-110 Brazilian
</TABLE>
Page 12 of 17 Pages
<PAGE>
EXHIBIT 1
REBUTTAL AGREEMENT
REBUTTAL OF REBUTTABLE DETERMINATION OF CONTROL UNDER PART 574
I. WHEREAS
A. DELTEC INTERNATIONAL, S.A., a Panamanian corporation, headquartered
at Deltec House, Lyford Cay, Nassau, The Bahamas and its wholly-owned subsidiary
The Deltec Banking Corporation Limited, together with the other persons signing
this agreement ("Deltec"), is the owner of no shares (the "Shares") of the
common stock (the "Stock"), of Highland Bancorp, Inc., 601 South Glenoaks
Boulevard, Burbank, California 91502 ("Highland"), which Shares represent -0-
percent of a class of "voting stock" of Highland as defined under the
Acquisition of Control Regulations ("Regulations") of the Office of Thrift
Supervision ("Office"), 12 CFR part 574 ("Voting Stock");
B. Highland Federal Bank, A Federal Savings Bank (the "Institution"),
which will become a wholly owned subsidiary of Highland, is a "savings
association" within the meaning of the Regulations;
C. Deltec seeks to acquire shares of stock of Highland ("Additional
Shares"), such that Deltec's ownership thereof will exceed 10 percent of a class
of Voting Stock but will not exceed 25 percent of a class of Voting Stock of
Highland; and Deltec's acquisition would constitute the acquisition of a
"control factor" as defined in the Regulations ("Control Factor");
D. Deltec does not seek to acquire the Additional Shares or Control
Factor for the purpose or effect of changing the control of Highland or in
connection with or as a participant in any transaction having such purpose or
effect;
E. The Regulations require a company or a person who intends to hold 10
percent or more but not in excess of 25 percent of any class of Voting Stock of
a savings association or holding company thereof and that also would possess any
of the Control Factors specified in the Regulations, to file and obtain approval
of an application ("Application") under the Savings and Loan Holding Company Act
("Holding Company Act"), 12 U.S.C. 1467a, or file and obtain clearance of a
notice ("Notice") under the Change in Control Act ("Control Act"), 12 U.S.C.
1817(j), prior to acquiring such amount of stock and a Control Factor unless the
rebuttable determination of control has been rebutted.
F. Under the Regulations, Deltec would be determined to be in control,
subject to rebuttal, of Highland upon acquisition of the Additional Shares or
Control Factor;
G. Deltec has no intention to manage or control, directly or
indirectly, Highland;
H. Deltec has filed on October 30, 1997, a written statement seeking to
rebut the determination of control, attached hereto and incorporated by
reference herein, (this submission referred to as the "Rebuttal");
I. In order to rebut the rebuttable determination of control, Deltec
agrees to offer this Agreement as evidence that the acquisition of the
Additional Shares or Control Factor as proposed would not constitute an
acquisition of control under the Regulations.
Page 13 of 17 Pages
<PAGE>
II. The Office has determined, and hereby agrees, to act favorably on
the Rebuttal, and in consideration of such a determination and agreement by the
Office to act favorably on the Rebuttal, Deltec and any other existing,
resulting or successor entities of Deltec agree with the Office that:
A. Unless Deltec shall have filed a Notice under the Control Act, or an
Application under the Holding Company Act, as appropriate, and either shall have
obtained approval of the Application or clearance of the Notice in accordance
with the Regulations, Deltec will not, except as expressly permitted otherwise
herein or pursuant to an amendment to this Rebuttal Agreement:
1. Seek to accept representation of more than one member of the board
of directors of the Institution or Highland;
2. Have or seek to have any representative serve as the chairman of the
board of directors, or chairman of an executive or similar committee of the
Institution or Highland's board of directors or as president or chief executive
officer of the Institution or Highland;
3. Engage in any intercompany transaction with the Institution or
Highland or its affiliates;
4. Propose a director in opposition to nominees proposed by the
management of the Institution or Highland for the board of directors of the
Institution or Highland other than as permitted in Paragraph A-1;
5. Solicit proxies or participate in any solicitation of proxies with
respect to any matter presented to the stockholders of the Institution or
Highland other than in support of, or in opposition to, a solicitation conducted
on behalf of management of the Institution or Highland;
6. Do any of the following, except as necessary solely in connection
with Deltec's performance of duties as a member of the Institution's or
Highland's board of directors:
(a) Influence or attempt to influence in any respect the loan and
credit decisions or policies of the Institution or Highland, the pricing of
services, any personnel decisions, the location of any offices, branching, the
hours of operation or similar activities of the Institution or Highland;
(b) Influence or attempt to influence the dividend policies and
practices of the Institution or Highland or any decisions or policies of the
Institution or Highland as to the offering or exchange of any securities;
(c) Seek to amend, or otherwise take action to change, the bylaws,
articles of incorporation, or character of the Institution or Highland;
(d) Exercise, or attempt to exercise, directly or indirectly, control
or a controlling influence over the management, policies or business operations
of the Institution or Highland; or
Page 14 of 17 Pages
<PAGE>
(e) Seek or accept access to any non-public information concerning the
Institution or Highland.
B. Deltec is not a party to any agreement with the Institution or
Highland.
C. Deltec shall not assist, aid or abet any of the Institution's or
Highland's affiliates or associates that are not parties to this Agreement to
act, or act in concert with any person or company, in a manner which is
inconsistent with the terms hereof or which constitutes an attempt to evade the
requirements of this Agreement.
D. Any amendment to this Agreement shall only be proposed in connection
with an amended rebuttal filed by Deltec with the Office for its determination;
E. Prior to acquisition of any shares of "Voting Stock" of Highland as
defined in the Regulations in excess of the Additional Shares, any required
filing will be made by Deltec under the Control Act or the Holding Company Act
and either approval of the acquisition under the Holding Company Act shall be
obtained from the Office or any Notice filed under the Control Act shall be
cleared in accordance with the Regulations;
F. At any time during which 10 percent or more of any class of Voting
Stock of Highland is owned or controlled by Deltec, no action which is
inconsistent with the provisions of this Agreement shall be taken by Deltec
until Deltec files and either obtains from the Office a favorable determination
with respect to either an amended rebuttal, approval of an Application under the
Holding Company Act, or clearance of a Notice under the Control Act, in
accordance with the Regulations;
G. Where any amended rebuttal filed by Deltec is denied or disapproved,
Deltec shall take no action which is inconsistent with the terms of this
Agreement, except after either (1) reducing the amount of shares of Voting Stock
of Highland owned or controlled by Deltec to an amount under 10 percent of a
class of Voting Stock, or immediately ceasing any other actions that give rise
to a conclusive or rebuttable determination of control under the Regulations; or
(2) filing a Notice under the Control Act, or an Application under the Holding
Company Act, as appropriate, and either obtaining approval of the Application or
clearance of the Notice, in accordance with the Regulations;
H. Where any Application or Notice filed by Deltec is disapproved,
Deltec shall take no action which is inconsistent with the terms of this
Agreement, except after reducing the amount of shares of Voting Stock of
Highland owned or controlled by Deltec to an amount under 10 percent of any
class of Voting Stock, or immediately ceasing any other actions that give rise
to a conclusive or rebuttable determination of control under the Regulations;
I. Should circumstances beyond Deltec's control result in Deltec being
placed in a position to direct the management or policies of the Institution or
Highland, then Deltec shall either (1) promptly file an Application under the
Holding Company Act or a Notice under the Control Act, as appropriate, and take
no affirmative steps to enlarge that control pending either a final
determination with respect to the Application or Notice, or (2) promptly reduce
the amount of shares of Highland Voting Stock owned or controlled by Deltec to
an amount under 10 percent of any class of Voting Stock or immediately cease any
actions that give rise to a conclusive or rebuttable determination of control
under the Regulations;
Page 15 of 17 Pages
<PAGE>
J. By entering into this Agreement and by offering it for reliance in
reaching a decision on the request to rebut the presumption of control under the
Regulations, as long as 10 percent or more of any class of Voting Stock of
Highland is owned or controlled, directly or indirectly, by Deltec, and Deltec
possesses any Control Factor as defined in the Regulations, Deltec will submit
to the jurisdiction of the Regulations, including (1) the filing of an amended
rebuttal or Application or Notice for any proposed action which is prohibited by
this Agreement, and (2) the provisions relating to a penalty for any person who
willfully violates or with reckless disregard for the safety or soundness of a
savings association participates in a violation of the Holding Company Act or
Control Act and the regulations thereunder, and any regulation or order issued
by the Office.
K. Any violation of this Agreement shall be deemed to be a violation of
the Holding Company Act or Control Act and the Regulations, and shall be subject
to such remedies and procedures as are provided in the Holding Company Act or
Control Act and the Regulations for a violation thereunder and in addition shall
be subject to any such additional remedies and procedures as are provided under
any other applicable statutes or regulations for a violation, willful or
otherwise, of any agreement entered into with the Office.
III. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which counterparts collectively
shall constitute one instrument representing the Agreement among the parties
thereto. It shall not be necessary that any one counterpart be signed by all of
the parties hereto as long as each of the parties has signed at least one
counterpart.
IV. This Agreement shall be interpreted in a manner consistent with the
provisions of the Rules and Regulations of the Office.
V. This Agreement shall terminate upon (i) the approval by the Office
of Deltec's Application under the Holding Company Act or clearance by the Office
of Deltec's Notice under the Control Act to acquire Highland, and consummation
of the transaction as described in such Application or Notice, (ii) the
disposition by Deltec of a sufficient number of shares of Highland, or (iii) the
taking of such other action that thereafter Deltec is not in control and would
not be determined to be in control of Highland under the Control Act, the
Holding Company Act or the Regulations of the Office as in effect at that time.
Page 16 of 17 Pages
<PAGE>
VI. IN WITNESS THEREOF, the parties thereto have executed this
Agreement by their duly authorized officer.
DELTEC INTERNATIONAL S.A.
Date: 12/15/97
By: /s/ Andre J. Feldman
Andre J. Feldman
Vice President and Secretary
THE DELTEC BANKING CORPORATION LIMITED
Date: 12/15/97
By: /s/ Andre J. Feldman
Andre J. Feldman
Executive Vice President
Date: 12/15/97
/s/ Penelope C. Dauphinot
Penelope C. Dauphinot
Date: 12/15/97
/s/ John R. Gordon
John R. Gordon
Date: 12/15/97
/s/ Albert H. Gordon
Albert H. Gordon
OFFICE OF THRIFT SUPERVISION
Date: 12/15/97
By: /s/ Michael W. Buting
Page 17 of 17 Pages
