[LETTERHEAD FOR XXXXXXXX & CO., LLP APPEARS HERE]
EXHIBIT 99.1
August 29, 1996
Board of Directors
Investors Federal Bank and Savings Association
000 Xxxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxx 64601
Dear Directors:
This letter sets forth the agreement between Investors Federal Bank and
Savings Association ("Investors"), Chillicothe, Missouri, and Xxxxxxxx & Co.,
LLP ("F&C"), Irving, Texas, under the terms of which Investors has engaged F&C,
in connection with its conversion from mutual to stock form, to (1) determine
the pro forma market value of the shares of common stock to be issued and sold
by Investors' holding company; and (2) assist Investors in preparing a business
plan to be filed with the application for approval to convert to stock.
F&C agrees to deliver the written valuation and business plan to Investors
at the above address on or before a mutually agreed upon date. Further, F&C
agrees to perform such other services as are necessary or required in connection
with comments from the applicable regulatory authorities relating to the
business plan and appraisal and the preparation of appraisal updates as
requested by Investors or its counsel. It is understood that the services of
F&C under this agreement shall be limited as herein described.
F&C's fee for the business plan, and initial appraisal valuation report and
any required updates shall be $18,900. In addition, Investors shall reimburse
F&C for all out-of-pocket expenses (not to exceed $4,000). Payment under this
agreement shall be made as follows:
1. Upon execution of this engagement letter-$5,000
2. Upon delivery of the business plan--$4,500
3. Upon delivery of the completed appraisal report --$9,400
4. Out-of-pocket expenses are to be paid monthly.
If, during the course of Investors' conversion, unforeseen events occur so
as to change materially the nature of the work content of the services described
in this contract, the terms of the contract shall be subject to renegotiation.
Such unforeseen events shall include, but not be limited to, major changes in
the conversion regulations, appraisal
Board of Directors
August 29, 1996
Page2
guidelines or processing procedures as they relate to conversion appraisals,
major changes in Investors' management or operating policies, execution of a
merger agreement with another institution prior to completion of conversion, and
excessive delays or suspension of processing of conversions by the regulatory
authorities such that completion of Investors' conversion requires the
preparation by F&C of a new appraisal report or business plan, excluding
appraisal updates during the course of the engagement.
To induce F&C to provide the services described above, Investor hereby
agrees as follows:
1. Investors shall supply in a timely manner to F&C such information with
respect to its business and financial condition as F&C reasonably may
request in order to make the aforesaid valuation. Such information made
available to F&C shall include, but not be limited to, annual financial
statements, periodic regulatory filings, material agreements, debt
instruments and corporate books and records.
2. Investors hereby represents and warrants, to the best of its knowledge,
that any information provided to F&C does not and will not, at any time
relevant hereto, contain any misstatament or untrue statement of
material fact or omit any and all material facts required to be stated
therein or necessary to make the statements therein not false or
misleading in light of the circumstances under which they were made.
3. (a) Investors shall indemnify and hold harmless F&C and any employees
of F&C who act for or on behalf of F&C in connection with the services
called for under this agreement, from and against any and all loss,
cost, damage, claim, liability or expense of any kind, including
reasonable attorneys fees and other expenses incurred in investigating,
preparing to defend and defending any claim or claims (specifically
including, but not limited to, claims under federal and state
securities laws) arising out of any misstatement or untrue statement of
a material fact contained in the information supplied by Investors to
F&C or by an omission to state a material fact in the information so
provided which is required to be stated therein in order to make the
statement therein not false or misleading.
(b) F&C shall not be entitled to indemnification pursuant to Paragraph
3(a) above with regard to any claim arising where, with regard to the
basis for such claim, F&C had knowledge that a statement of a fact
material to the evaluation and contained in the information supplied by
Investor was
Board of Directors
August 29, 1996
Page 3
untrue or had knowledge that a material fact was omitted from the
information so provided and that such material fact was necessary in
order to make the statement made to F&C not false or misleading.
(c) F&C additionally shall not be entitled to indemnification pursuant
to Paragraph 3(a) above notwithstanding its lack of actual knowledge
of an intentional misstatement or omission of a material fact in the
information provided if F&C is determined to have been negligent or to
have failed to exercise due diligence in the preparation of its
valuation.
Investors and F&C are not affiliated, and neither Investors nor F&C has an
economic interest in, or held in common with, the other and has not derived a
significant portion of its gross revenue, receipts or net income for any period
from transactions with the other.
In order for F&C to consider this proposal binding, please acknowledge your
consent to the foregoing by executing the enclosed copies of this letter and
returning one copy to us, together with a check payable to Xxxxxxxx & Co., LLP
in the amount of $5,000. The extra copy of this letter is for your conversion
counsel.
Yours very truly,
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Principal
Agreed to ($5,000 check enclosed):
Investors Federal Bank and Savings Association
Chillicothe, Missouri
By: [SIGNATURE APPEARS HERE]
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