EXHIBIT 1
AFFILIATE AGREEMENT
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SNB Bancshares, Inc.
X.X. Xxx 0000
Xxxxx, XX 00000-0000
Attention: President
Ladies and Gentlemen:
The undersigned is a shareholder and Director of Crossroads Bancshares,
Inc. ("Crossroads"), a corporation organized under the laws of the State of
Georgia and located in Perry, Georgia, and will become a shareholder of SNB
Bancshares, Inc. ("SNB") pursuant to the transactions described in the Agreement
and Plan of Merger, dated as of January 28, 1998 (the "Agreement"), by and
between Crossroads and SNB. Under the terms of the Agreement, Crossroads will be
merged into and with SNB (the "Merger"), and the shares of the $10.00 par value
common stock of Crossroads ("Crossroads Common Stock") will be converted into
and exchanged for shares of the $1.00 par value common stock of SNB ("SNB Common
Stock"). This Affiliate Agreement represents and agreement between the
undersigned and SNB regarding certain rights and obligations of the undersigned
in connection with the shares of SNB to be received by the undersigned as a
result of the Merger.
In consideration of the Merger and the mutual covenants contained
herein, the undersigned and SNB hereby agree as follows:
1. Affiliate Status. The undersigned understands and agrees that as to
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Crossroads the undersigned is an "affiliate" under Rule 145(c) as defined in
Rule 405 of the Rules and Regulations of the Securities and Exchange Commission
("SEC") under the Securities Act of 1933, as amended ("1933 Act"), and the
undersigned anticipates that the undersigned will be such an "affiliate" at the
time of the Merger.
2. Initial Restriction on Disposition. The undersigned agrees that he
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will not sell, transfer, or otherwise dispose of his interests in, or reduce his
risk relative to, any of the shares of SNB Common Stock into which his shares of
Crossroads Common Stock are converted upon consummation of the Merger until such
time as SNB notifies the undersigned that the requirements of SEC Accounting
Series Release Nos. 130 and 135 ("ASR 130 and 135") have been met. The
undersigned understands that ASR 130 and 135 relate to publication of financial
results of post-Merger combined operations of SNB and Crossroads. SNB agrees
that it will publish such results within 45 days after the end of the first
fiscal quarter of SNB containing the required period of post-Merger combined
operations and that it will notify the undersigned promptly following such
publication.
3. COVENANTS AND WARRANTIES OF UNDERSIGNED. The undersigned
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represents, warrants and agrees that:
(a) The SNB Common Stock received by the undersigned as a result of
the Merger will be taken for his or her own account and not for others, directly
or indirectly, in whole or in part.
(b) SNB has informed the undersigned that any distribution by the
undersigned of SNB Common Stock has not been registered under the 1933 Act and
that shares of SNB Common Stock received pursuant to the Merger can only be sold
by the undersigned (i) following registration under the 1933 Act, or (ii) in
conformity with the volume and other requirements of Rule 145(d) promulgated by
the SEC as the same now exist or may hereafter be amended, or (iii) to the
extent some other exemption from registration under the 1933 Act might be
available. The undersigned understands that SNB is under no obligation to file
a registration statement with the SEC covering the disposition of the
undersigned's shares of SNB Common Stock.
(c) The undersigned will, and will cause each of the other parties
whose shares are deemed to be beneficially owned by the undersigned pursuant to
Section 8 hereof to, have all shares of Crossroads Common Stock beneficially
owned by the undersigned registered in the name of the undersigned or such
parties, as applicable, prior to the effective date of the merger and not in the
name of any bank, broker-dealer, nominee or clearinghouse.
(d) During the 30 days immediately preceding the Effective Time of
the Merger, the undersigned will not sell, transfer, or otherwise dispose of his
interests in, or reduce his risk relative to, any of the shares of Crossroads
Common Stock beneficially owned by the undersigned as of the record date for
determination of shareholders entitled to vote at the Shareholders' Meeting of
Crossroads held to approve the Merger.
4. RESTRICTIONS ON TRANSFER.
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(a) The undersigned understands and agrees that stop transfer
instructions with respect to the shares of SNB Common Stock received by the
undersigned pursuant to the Merger will be given to SNB's Transfer Agent and
that there will be placed on the certificates for such shares, or shares issued
in substitution thereof, a legend stating in substance:
"The shares represented by this certificate were issued pursuant
to the business combination which is accounted for as a "pooling
of interests" and may not be sold, nor may the owner thereof
reduce his risks relative thereto in any way, until such time as
SNB Bancshares, Inc. ("SNB") has published the
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financial results covering at least 30 days of combined
operations after the effective date of the merger through which
the business combination was effected. In addition, the shares
represented by this certificate may not be sold, transferred or
otherwise disposed of except or unless (1) covered by an
effective registration statement under the Securities Act of
1933, as amended, (2) in accordance with (i) Rule 145(d) (in the
case of shares issued to an individual who is not an affiliate
of SNB) or (ii) Rule 144 (in the case of shares issued to an
individual who is an affiliate of SNB) of the Rules and
Regulations of such Act, or (3) in accordance with a legal
opinion satisfactory to counsel for SNB that such sale or
transfer is otherwise exempt from the registration requirements
of such Act."
(b) Such legend will also be placed on any certificate representing
SNB securities issued subsequent to the original issuance of the SNB Common
Stock pursuant to the Merger as a result of any stock dividend, stock split, or
other recapitalization as long as the SNB Common Stock issued to the undersigned
pursuant to the Merger has not been transferred in such manner to justify the
removal of the legend therefrom. In addition, if the provisions of Rules 144 and
145 are amended to eliminate restrictions applicable to the SNB Common Stock
received by the undersigned pursuant to the Merger, or at the expiration of the
restrictive period set forth in Rule 145(d), SNB, upon the request of the
undersigned, will cause the certificates representing the shares of SNB Common
Stock issued to the undersigned in connection with the Merger to be reissued
free of any legend relating to the restrictions set forth in Rules 144 and
145(d) upon receipt by SNB of an opinion of its counsel to the effect that such
legend may be removed.
5. Understanding of Restrictions on Dispositions. The undersigned has
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carefully read the Agreement and this Affiliate Agreement and discussed their
requirements and impact upon his or her ability to sell, transfer, or otherwise
dispose of the shares of SNB Common Stock received by the undersigned in
connection with the Merger, to the extent he or she believes necessary, with his
or her counsel or counsel for Crossroads.
6. Filing of Reports by SNB. SNB or any successor company agrees, for
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a period of three years after the effective date of the Merger, to file on a
timely basis all reports required to be filed by it pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), so that the
public information provisions of Rule 145(d) promulgated by the SEC as the same
are presently in effect will be available to the undersigned in the
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event the undersigned desires to transfer any shares of SNB Common Stock issued
to the undersigned pursuant to the Merger.
7. Transfer Under Rule 145(d). If the undersigned desires to sell or
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otherwise transfer the shares of SNB Common Stock received by him or her in
connection with the Merger at any time during the restrictive period set forth
in Rule 145(d), the undersigned will provide the necessary representation letter
to the Transfer Agent for SNB Common Stock, together with such additional
information as the Transfer Agent may reasonably request. If SNB's counsel
concludes that such proposed sale or transfer complies with the requirements of
Rule 145(d), SNB shall cause such counsel, at SNB's expense, to provide such
opinions as may be necessary to SNB's Transfer Agent so that the undersigned may
complete the proposed sale or transfer.
8. Acknowledgments. The undersigned recognizes and agrees that the
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foregoing provisions also apply with respect to Crossroads Common Stock held by,
and SNB Common Stock issued in connection with the Merger to, (a) the
undersigned's spouse, (b) any relative of the undersigned or of the
undersigned's spouse who has the same home as the undersigned, (c) any trust or
estate in which the undersigned, the undersigned's spouse, and any such relative
collectively own at least a 10% beneficial interest or of which any of the
foregoing serves as trustee, executor or in any similar capacity, and (d) any
corporation or other organization in which the undersigned, the undersigned's
spouse and any such relative collectively own at least 10% of any class of
equity securities or of the equity interest. The undersigned further recognizes
that, in the event that the undersigned is a director or executive officer of
SNB or becomes a director or executive officer of SNB upon consummation of the
Merger, among other things, any sale of SNB Common Stock by the undersigned
within a period of less than six months following the effective time of the
Merger may subject the undersigned to liability pursuant to Section 16(b) of the
1934 Act.
9. Miscellaneous. This Affiliate Agreement is the complete agreement
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between SNB and the undersigned concerning the subject matter hereof. Any notice
required to be sent to any party hereunder shall be sent by registered or
certified mail, return receipt requested, using the addresses set forth herein
or such other address as shall be furnished in writing by the parties. This
Affiliate Agreement shall be governed by the laws of the State of Georgia.
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This Affiliate Agreement is executed as of the day of
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, 1998.
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Very truly yours,
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Address
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Telephone No.
AGREED TO AND ACCEPTED as of
,1998
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SNB BANCSHARES, INC.
By:
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Its:
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