EXHIBIT 99.1
Name of Xxxxxx(s):
________________________________
Senior Preferred Stock Held: ____________ shares
Accumulated Dividends as of December 31, 1995: ____________
Subscription Rights: ____________ shares
THIS SUBSCRIPTION WILL BE VOID UNLESS RECEIVED BY THE COMPANY BY 5:00 P.M.,
PHILADELPHIA TIME, ON DECEMBER 20, 1996. THE OFFERING MAY BE TERMINATED AT ANY
TIME BY THE COMPANY IN ITS SOLE DISCRETION WITHOUT NOTICE TO OFFEREES. THE
SHARES OFFERED INVOLVE A HIGH DEGREE OF RISK.
SUBSCRIPTION AND WAIVER AGREEMENT
First Lehigh Corporation
0000 Xxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Chairman
Gentlemen:
This Subscription and Waiver Agreement accompanies the Prospectus dated
November 7, 1996 (the "Prospectus") relating to the offering by First Lehigh
Corporation (the "Company"), a Pennsylvania corporation, of up to 57,000 shares
(the "Shares") of Senior Preferred Stock (the "Senior Preferred Stock"), $.01
par value, solely to each holder (a "Holder" or the "Holders") of currently
outstanding shares of Senior Preferred Stock in exchange for such Holder's
agreement to waive such Xxxxxx's right to receive and be paid dividends that
have accumulated on such Xxxxxx's shares of Senior Preferred Stock from the date
of their issuance through December 31, 1995 pursuant to the terms of the
Company's Articles of Incorporation ("Accumulated Dividends"), but which the
Company is not currently permitted to declare and pay because of restrictions
contained in certain regulatory orders to which the Company and its subsidiary,
First Lehigh Bank, are subject and restrictions contained in the Company's
Articles of Incorporation.
1. Subscription. Subject to the terms and conditions set forth herein
and in the Prospectus, the undersigned hereby irrevocably subscribes for the
number of Shares set forth above under "Subscription Rights," calculated at the
rate of one Share for each $5.00 of Accumulated Dividends that are waived by him
under Section 2 hereof. The undersigned acknowledges that no Holder may purchase
more than such Holder's pro rata portion of such Shares determined by dividing
(a) the total amount of the Accumulated Dividends through December 31, 1995 on
the number of shares of Senior Preferred Stock currently held by such Holder set
forth above (the "Holder's Stock") by (b) $5.00.
2. Waiver and Release. In consideration for the Shares subscribed for
in Section 1 hereof, the undersigned hereby (a) waives all rights the
undersigned has, now and hereafter, to be paid and receive the Accumulated
Dividends on the Holder's Stock, (b) waives, relinquishes and releases any and
all rights and claims that the undersigned has or may have against the Company
with respect to such Accumulated Dividends and (c) accepts the Shares subscribed
for in Section 1 hereof in full satisfaction of such Accumulated Dividends. The
undersigned acknowledges that no fractional shares of Senior Preferred Stock
will be issued to him, and the undersigned agrees that any remaining amount of
Accumulated Dividend of less than $5.00 will be paid to him in cash at the time
of delivery of the stock certificates representing the Shares.
3. Delivery of Stock Certificate(s). The undersigned delivers herewith
to the Company the stock certificate(s) representing the Holder's Stock. The
undersigned agrees and consents to the placement of the following legend on such
certificate(s) (or on replacement certificate(s) representing such Holder's
Stock):
THE HOLDER AND ALL SUBSEQUENT HOLDERS OF THIS CERTIFICATE HEREBY
ACKNOWLEDGE THAT ALL DIVIDENDS THAT HAVE ACCUMULATED THROUGH
DECEMBER 31, 1995 UNDER THE COMPANY'S CERTIFICATE OF
INCORPORATION WITH RESPECT TO THE SHARES OF SENIOR PREFERRED
STOCK OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE BEEN
WAIVED AND SATISFIED IN FULL, AND, THEREFORE, DIVIDENDS
ACCUMULATE WITH RESPECT TO SUCH SHARES COMMENCING
JANUARY 1, 1996.
If this subscription is rejected, the Company will promptly return the
undersigned's certificate(s) submitted herewith without such legend, and this
Subscription and Waiver Agreement shall be rendered null and void and have no
further force and effect.
4. Representations and Warranties of the Undersigned. The undersigned,
and each of them if more than one person is executing this Subscription and
Waiver Agreement, hereby represents and warrants to the Company as follows:
(a) The undersigned is the sole legal and beneficial owner of the
Holder's Stock and has the sole right to receive any dividends on the Holder's
Stock, upon declaration and payment thereof by the Company. The undersigned has
not assigned, transferred or pledged or agreed to assign, transfer or pledge the
Holder's Stock or any interest therein, including the right to receive dividends
thereon, to any other person or entity, and the Holder's Stock is not subject to
any lien, security interest or other encumbrance whatsoever.
(b) The certificate(s) delivered herewith pursuant to Section 3 hereof
represent all of the shares of Senior Preferred Stock legally and beneficially
owned by the undersigned.
(c) The undersigned has received and reviewed the Prospectus and is
basing the decision to waive the Accumulated Dividends and release the Company
from any obligation to declare and pay such Accumulated Dividends upon the
information contained in the Prospectus.
5. Acceptance of Subscription. The undersigned understands and agrees
that this subscription is made subject to the following terms and conditions:
(a) The Company shall have the right to reject this subscription
in whole or in part; and
(b) The Company shall have the right to extend the offering
until March 10, 1997 or to terminate the offering at any time in its sole
discretion and without notice to the undersigned.
6. Binding Effect. The undersigned agrees that he may not cancel,
terminate or revoke this Subscription and Waiver Agreement or any agreement of
the undersigned made hereunder and that this Subscription and Waiver Agreement
shall be binding upon the undersigned's heirs, executors, administrators,
successors and assigns.
7. No Waiver of Rights. Notwithstanding any of the representations,
warranties, acknowledgments or agreements made herein by the undersigned, the
undersigned does not thereby or in any other manner waive any rights granted to
him under federal or state securities laws.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has executed this Subscription and Waiver Agreement as of the date set
forth below.
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Name (Please print or type) Street Address
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Authorized Signature State Zip Code
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Name -- If more than one subscriber Street Address
(Please print or type)
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Authorized Signature State Zip Code
Social Security or Federal Taxpayer ID Number:___________________
Note: Please return all certificates representing shares of the Company's Senior
Preferred Stock legally and/or beneficially owned by you with this
Subscription and Waiver Agreement.
First Lehigh Corporation hereby accepts the foregoing Subscription and
Waiver Agreement subject to the terms and conditions hereof this ____ day of
___________, 1996.
FIRST LEHIGH CORPORATION
By:______________________________
Xxxxx X. Xxxxxx, Chairman
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