STOCK PURCHASE AND STANDSTILL AGREEMENT
THIS STOCK PURCHASE AND STANDSTILL AGREEMENT, dated as of October 3, 2002,
is by and among Logansport Financial Corp., an Indiana corporation ("Logansport
Financial"), The Roosevelt Group, L.L.C., a Missouri limited liability company
("Roosevelt"), Xxxxxxxx Capital Management, L.L.C. ("Capital Management"), a
North Carolina limited liability company, and Xxxxxxx X. Xxxxxxxx, a resident of
Pinehurst, North Carolina ("Xxxxxxxx"). Xxxxxxxxx and Capital Management are
herein collectively referred to as the "Shareholders, and individually as a
"Shareholder."
RECITALS
X. Xxxxxxxxx owns 36,500 shares of common stock, without par value, of
Logansport Financial, and Capital Management owns 36,500 shares of common stock,
without par value, of Logansport Financial. Collectively, the Shareholders'
73,000 shares (the "Shares") represent 8.0% of Logansport Financial's 921,958
outstanding shares as of the date hereof.
B. Logansport Financial is willing to acquire the Shares for $17.25 per
share, or $1,259,250 in the aggregate, and the Shareholders are willing to sell
the Shares to Logansport Financial for that price, on the terms and conditions
set forth herein.
C. The parties hereto want to reduce to writing their agreement with
respect to the foregoing.
THEREFORE, in consideration of the mutual covenants contained herein and
the acts to be performed hereunder, the parties hereby enter into the following
agreement.
1. Sale of the Shares. Subject to the terms and upon the conditions hereof,
Logansport Financial agrees to purchase, and the Shareholders agree to sell, on
the Closing Date (as hereinafter defined in Paragraph 3) all of the
Shareholders' right, title and interest in and to the Shares.
2. Purchase Price. As consideration for the Shares, on the Closing Date,
Logansport Financial shall pay to the Shareholders an amount equal to One
Million Two Hundred Fifty Nine Thousand and Two Hundred Fifty Dollars
($1,259,250).
3. Closing. The closing (the "Closing") of the purchase and sale of the
Shares described herein shall be held on October 4, 2002, or at such other time
and place as is mutually agreed to by the parties hereto (the "Closing Date").
4. Representations and Warranties of the Shareholders. The Shareholders
hereby represent and warrant to Logansport Financial as follows:
(a) The Shareholders are the record and beneficial owners of the Shares
and the Shares constitute all of the shares of Logansport Financial
capital stock owned of record or beneficially by the Shareholders and
by Xxxxxxxx;
(b) Neither the Shareholders, Xxxxxxxx nor their affiliates have a right
to acquire a beneficial ownership interest in any capital stock of
Logansport Financial and no such person has the right to vote any
shares of capital stock of Logansport Financial other than the Shares.
(c) The sale of the Shares by the Shareholders to Logansport Financial
hereunder will vest in Logansport Financial good and valid right,
title and interest in and to the Shares, free and clear of all claims,
liens, pledges, charges, security interests and encumbrances of any
nature;
(d) The Shareholders have the full right, power and authority to execute
this Agreement, to sell the Shares in accordance herewith, and to
carry out the terms of this Agreement;
(e) This Agreement constitutes a valid and binding obligation of the
Shareholders and the performance of its terms will not violate any
agreement or instrument to which any Shareholder is a party or is
subject.
(f) There is no judgment, suit, lien, claim or proceedings against the
Shareholders or the Shares which would limit, impair or affect the
Shareholders' title and ownership thereof, or right to sell, assign,
transfer and deliver the Shares to Logansport Financial; and
(g) The Shareholders are sophisticated investors and are knowledgeable
concerning the financial condition and results of operations of
Logansport Financial and its subsidiaries and are familiar with the
industry in which Logansport Financial operates. The Shareholders
acknowledge that the consideration to be paid for the Shares is fair
and adequate and that they have access to Logansport Financial's
public filings with the Securities and Exchange Commission and no
disclosures except as set forth in those filings have been requested
or are needed by the Shareholders to evaluate the sale of the Shares
to Logansport Financial as contemplated by this Agreement.
5. Representations, Warranties and Covenants of Logansport Financial.
Logansport Financial hereby represents and warrants to the Shareholders as
follows:
(a) Logansport Financial has the full right, power and authority to
execute this Agreement and to purchase the Shares in accordance
herewith.
(b) This Agreement constitutes a valid and binding obligation of
Logansport Financial and the performance of its terms will not violate
any agreement or instrument to which Logansport is a party or is
subject.
6. Covenants.
(a) For a period beginning on the date hereof and ending on the seventh
anniversary of the Closing Date, neither Roosevelt, Capital
Management, nor Xxxxxxxx, nor any of their affiliates, will, alone or
in concert with others, directly or indirectly:
(i) by purchase or otherwise, own, acquire, propose to acquire, or
agree to acquire, ownership (beneficial or otherwise) of any
securities of Logansport Financial, or rights or options to
acquire any such securities;
(ii) make, or in any way participate in, any "solicitation" of
"proxies" (as such terms are defined or used in Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "1934
Act")) of Logansport Financial in opposition to a recommendation
or proposal of Logansport Financial's Board of Directors, or
recommend, request, induce or attempt to induce any other person
to take any such actions, or seek to advise, encourage or
influence any other person with respect to the voting of the
capital stock of Logansport Financial;
(iii)initiate, propose, submit, encourage or otherwise solicit
shareholders of Logansport Financial for the approval of one or
more shareholder proposals or induce or attempt to induce any
other person to initiate any shareholder proposal, or seek
election to or seek to place a representative or other affiliate
or nominee on Logansport Financial's Board of Directors or seek
removal of any member of Logansport Financial's Board of
Directors;
(iv) propose or seek to effect a merger, consolidation,
recapitalization, reorganization, sale, lease, exchange or other
disposition of substantially all the assets of or other business
combination involving, or a tender or exchange offer for
securities of, Logansport Financial or any of its subsidiaries or
any material portion of its or such subsidiary's business or
assets or any other type of transaction that would result in a
change of control of Logansport Financial (any such action
described in this clause (iv) shall be deemed a "Company
Transaction Proposal");
(v) otherwise seek to exercise any control or influence over the
management of Logansport Financial or its Board of Directors or
any of the businesses, operations or policies of Logansport
Financial;
(vi) publicly suggest or announce its or his willingness or desire to
engage in a transaction or group of transactions or have another
person engage in a transaction or group of transactions that
could constitute or could reasonably be expected to result in a
Company Transaction Proposal;
(vii)initiate, request, induce or give encouragement to any other
person to initiate, or otherwise provide assistance to any person
who has made or is contemplating making or entering into
discussions or negotiations with respect to, any proposal
constituting or that can reasonably be expected to result in a
Company Transaction Proposal;
(viii) institute, prosecute or pursue against Logansport Financial (or
any of its officers, directors, representatives, trustees,
employees, attorneys, advisors, agents, affiliates or
associations) any claim with respect to any action approved by a
majority of Logansport Financial's directors (other than any
claim to enforce this Agreement);
(ix) form, join, or in any way participate in a partnership, pooling
agreement, syndicate, voting trust or other group with respect to
Logansport Financial's capital stock, or enter into any agreement
or arrangement or otherwise act in concert with any other person,
for the purpose of acquiring, holding, voting or disposing of
Logansport Financial's capital stock;
(x) form, join or in any way participate in a "group" (as such term
is used in Section 13d(3) of the 0000 Xxx) with respect to any
securities of Logansport Financial in connection with any action
or matter otherwise prohibited by the terms of this Agreement;
(xi) file any application with the Office of Thrift Supervision or any
other bank regulatory agency with respect to an ownership
interest in Logansport Financial; or
(xii)make any public statement, whether by press release, comment to
any news media or otherwise, regarding the affairs of Logansport
Financial or that reflects negatively against Logansport
Financial or any subsidiary or the Board of Directors or officers
of Logansport Financial or any subsidiary.
(b) Xxxxxxxx agrees to withdraw the rebuttal of control application he
currently has on file with the Office of Thrift Supervision as soon as
practicable following the Closing Date.
7. Conditions Precedent to the Shareholders' Obligations. All obligations
of the Shareholders under this Agreement are subject to the fulfillment, prior
to or on the Closing Date, of each of the following conditions:
(a) Logansport Financial's representations and warranties contained in
this Agreement shall be true at the time of Closing as though such
representations and warranties were made at such time; and
(b) Logansport Financial shall have delivered to the Shareholders a
certified or cashier's check, or wire transfer in federal funds, of
$1,259,250 as the purchase price for the Shares, as directed by the
Shareholders.
8. Conditions Precedent to Logansport Financial's Obligations. All
obligations of Logansport Financial under this Agreement are subject to the
fulfillment, prior to or on the Closing Date, of each of the following
conditions:
(a) The Shareholders' representations and warranties contained in this
Agreement shall be true at the time of Closing as though such
representations and warranties were made at such time; and
(b) The Shareholders shall deliver to Logansport Financial at the Closing
certificates representing the Shares, either endorsed in favor of
Logansport Financial, or accompanied by one or more duly completed and
executed stock powers in favor of Logansport Financial or shall
deliver the Shares to an account of Logansport Financial as directed
by Logansport Financial.
9. Covenant of Further Assurances. The Shareholders agree, upon reasonable
request, to deliver such additional documents to Logansport Financial or take
such additional actions as may be necessary or appropriate to vest in Logansport
Financial ownership of the Shares.
10. Entire Agreement. This Agreement constitutes the entire agreement and
supersedes all prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject hereof.
11. Benefits. This Agreement will inure to the benefit of the parties
hereto and shall be binding upon them and their respective successors and
assigns.
12. Governing Law. The parties hereto agree that this Agreement shall be
construed as to both the validity and performance and shall be enforced in
accordance with and governed by the laws of the State of Indiana, except to the
extent that federal law applies. Any and all actions concerning any dispute
arising hereunder shall be filed and maintained in a state or federal court, as
appropriate, sitting in the State of Indiana.
13. Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect, unless
such action would substantially impair the benefits to either party of the
remaining provisions of this Agreement.
14. Injunctions. The parties hereto acknowledge and agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent or cure breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof, this
being in addition to any other remedy to which they may be entitled by law or
equity.
15. Counterparts. For the convenience of the parties, any number of
counterparts of this Agreement may be executed by the parties hereto and each
such executed counterpart shall be, and shall be deemed to be, an original
instrument. The parties acknowledge that delivery of executed copies of this
Agreement may be effected by facsimile or other comparable means.
16. Amendments. This Agreement may not be altered or amended except by a
subsequent written Agreement signed by the parties.
17. Publicity. Logansport Financial shall issue a press release, a copy of
which is annexed hereto as Exhibit A, announcing the execution of this
Agreement, which press release, along with a copy of this Agreement, shall be
filed as exhibits to a Form 8-K to be filed by Logansport Financial. During the
term of this Agreement none of the parties hereto shall cause, suffer or, to the
extent within its control, permit any other press release or other publicity
concerning any other party to be created, issued, or circulated without the
prior reasonable and good faith approval of the other party.
18. Survival of Representations, Warranties and Covenants. All
representations, warranties, covenants and agreements made herein shall survive
the execution and delivery of this Agreement and the Closing of the purchase and
sale of the Shares contemplated hereby.
19. Joint and Several Liability. Each Shareholder and Xxxxxxxx shall be
jointly and severally liable for any breach of this Agreement by any Shareholder
or Xxxxxxxx.
IN WITNESS WHEREOF, this Agreement was executed by Logansport Financial and
the Shareholders as of the date first written above.
LOGANSPORT FINANCIAL CORP.
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------------------
Xxxxx X. Xxxxxxxxx, President
THE ROOSEVELT GROUP, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------------------
XXXXXXXX CAPITAL MANAGEMENT, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------------------
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
XXXXXXX X. XXXXXXXX
