Exhibit 10(d)
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SUBSCRIPTION AGREEMENT
FOR SHARES OF COMMON STOCK
OF SOUTH BRANCH VALLEY BANCORP, INC.
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This Subscription Agreement is made by and between South Branch
Valley Bancorp, Inc., a West Virginia corporation (the "Company") and the
undersigned current investor and holder of common stock in the Company who is
subscribing hereby for share's of the Company common stock previously authorized
but not issued (the "Shares") and for which no offering materials are being
published.
In consideration of the Company's agreement to accept the
undersigned's offer to purchase Shares of the Company upon the terms and
conditions set forth herein, the undersigned agrees and represents as follows:
A. SUBSCRIPTION
1. The undersigned hereby subscribes to purchase Shares at $43.50 per
share in the amount indicated on the signature page of this Subscription
Agreement (page 6). Simultaneously with the execution of this Subscription
Agreement, the undersigned is paying and delivering to the Company the amount
set forth on the signature page, below, in the form of a check or wire transfer
(the "Subscription Deposit") payable to "South Branch Valley Bancorp-Stock
Subscription Account" to be deposited with the South Branch Valley National
Bank, a subsidiary of the Company.
2. The undersigned understands that the Subscription Deposit will not be
placed in an escrow account but will be segregated by the Company in its books
of account until used in connection with the Capital State Bank transaction
described below (the "Contemplated Transaction"). The Subscription Deposit will
be placed by the Company in an escrow account at Potomac Valley Bank in
fulfillment of Company's obligations to place the purchase price for the
Contemplated Transaction in escrow by February 18, 1997. The undersigned
understands that the escrow account was established for the benefit of the
Company and the sellers of the shares of Capital State Bank, Inc. (the "Escrow
Account") which are the subject of the Contemplated Transaction, and that the
undersigned has no right to or claim on the Escrow Account. The undersigned
acknowledges that the Contemplated Transaction is subject to various
contingencies, including but not limited to the Company's ability to obtain
prior regulatory approval. In the event the Contemplated Transaction is not
consummated within twelve (12) months, the Subscription Deposit will be promptly
returned without interest unless otherwise agreed to by the parties.
B. REPRESENTATION AND WARRANTIES
1. The undersigned hereby represents and warrants to, and agrees
with the Company, as follows:
(a) The Shares are being purchased for his own account, for
investment purposes only, and not for the account of any other person, and not
with a view to distribution, assignment or resale to others or to
fractionalization in whole or in part. In furtherance thereof, the undersigned
represents, warrants, and agrees that no other person has or will have a direct
or indirect beneficial interest in such Shares and the undersigned will not
sell, hypothecate or otherwise transfer his Shares except in accordance with
applicable securities laws as approved by counsel for the Company.
(b) In evaluating the suitability of an additional investment in the
Company, the undersigned has not relied upon any representations or other
information (whether oral or written) from the Company, other than publicly
available information and no oral or written representations have been made or
oral or written information furnished to the undersigned or his advisors, if
any, in connection with the offering of the Shares which is in any way
inconsistent with publicly available information.
(c) The Company has made available to the undersigned all documents
and information that the undersigned has requested relating to an additional
investment in the Company.
(d) The undersigned has carefully considered and has, to the extent
he believes such discussion necessary, discussed with his professional legal,
tax and financial advisers the suitability of an additional investment in the
Company for his particular tax and financial situation and he has determined
that the Shares are a suitable investment for him.
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(e) All information which the undersigned has provided to the
Company concerning himself and his financial position is correct and complete as
the date set forth below, and if there should be any change in such information
prior to the acceptance of this Subscription Agreement by the Company, he will
immediately provide such information to the Company and will promptly send
confirmation of such information to the Company.
2. The foregoing representations and warranties are true and accurate as
of the date hereof, shall be true and accurate as of the date of the acceptance
hereof by the Company and shall survive thereafter. If such representations and
warranties shall not be true and accurate in any respect, the undersigned will,
prior to such acceptance, give written notice of such fact to the Company
specifying which representations and warranties are not true and accurate and
the reasons therefor.
3. The undersigned shall indemnify and hold harmless the Company or any of
its officers, employees, directors of control persons of any such entity who was
or is a party or is threatened to be made a party to any threatened pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of or arising from any actual or alleged
misrepresentation or misstatement of facts or omission to represent or state
facts made by the undersigned to the Company concerning himself or his financial
position in connection with the offering or sale of the Shares which is not
remedied by timely notice to the Company as provided above, against losses,
liabilities and expenses for which the Company or any of its officers,
employees, directors or control persons of any such entity have not otherwise
been reimbursed (including attorneys' fees, judgments, fines and amounts paid in
settlement) as actually and reasonably incurred by such person or entity in
connection with such action, suit or proceeding.
4. I understand that the Company is issuing 34,317 shares of its common
stock to partially finance its purchase of not less than 424,680 shares of
common stock of Capital State Bank, a West Virginia banking corporation.
C. FINANCIAL POSITION AND EXPERIENCE OF INDIVIDUAL INVESTORS
I represent and warrant to the Company as follows:
(a) My occupation is (1) Allegheny Wood Products, Inc., President
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(2)
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(b) The proposed investment is financially suitable for me. I have the
financial means to make the investment giving due consideration to
its illiquidity and other risks associated with the investment.
After making the investment, I will continue to have sufficient
liquidity to meet my cash needs.
(c) I have an on-going relationship with an accountant and/or legal, tax
or business advisors with whom I review tax or financial matters
(even though I may not have reviewed this investment with them).
(1)
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(Please initial if correct)
(d) In reviewing an additional investment in the Company I have
consulted with, or received information or advice from, the persons
listed below:
[Please name and indicate the professional or business relationship
of each person to you (e.g., attorney, accountant, business
advisor). Such persons need not complete any certificates or make
any representation to the Company merely because they are named here
as persons with whom you consulted.]
(e) My educational background is as follows:
School: West Virginia University; University of Montana
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Major: Forestry Forestry
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Degree: BS MS
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(f) My Occupation, Employer(s) for the last five years and positions
held are set forth below:
Allegheny Wood Products, Inc., President
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(g) My experience with the Company includes being the current owner of
25,905 shares of common stock of the Company and serving as a
director since 1989.
(h) My experience in investments is set forth below (indicate whether
public or private, partnerships in real estate, oil and gas,
equipment leasing, stocks, bonds, etc ):
Allegheny Wood Products, Inc - owner 89% stock which includes
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40,000 acres of land
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Municipal Bonds
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(i) Set forth below is additional information which reflects my
experience in financial and business matters which enables me to
evaluate the merits and risks of this investment.
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IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this 18th day of February, 1997.
25,300 $ 1,100,550.00
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Number of Shares Subscribed Total Purchase Price
for at $ 43.50 per Share.
Individual:
/s/Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Accepted by:
South Branch Valley Bancorp, Inc.,
a West Virginia corporation
By: /s/ X. Xxxxx
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Its: President
Date of Acceptance:
February 18, 1997
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