EX-99.1
March 31, 1997
Xx. Xxxxxx Xxxxxx Xx. Xxxxxxx X. Xxxxxx, Xx.
Xxxxxxxx and Chief President and Chief
Executive Officer Operating Officer
LaSalle Group, Inc. Consumers Acquisition Corp.
0000 Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
RE: Amendment to Agreement and Plan of Merger
Dear Bob and Xxxxxxx:
In accordance with Article V, Section 5.4 of the Agreement and Plan of Merger
(the Agreement ), this letter serves to confirm in writing the agreement
among Consumers Financial Corporation, LaSalle Group, Inc. and Consumers
Acquisition Corp. to further extend the time period for the Closing to occur
as set forth in Section 5.1(d) of the Agreement, as extended by the letter
agreement among the parties dated January 8, 1997, from five (5) business days
after the date of the Special Meeting of the Common Stock shareholders of
Consumers Financial Corporation to April 30, 1997; provided that the Agreement
shall not terminate if the Closing has not occurred due to a regulatory
approval delay beyond the control of the parties, in which case any of the
parties may request an extension reasonably necessary to obtain regulatory
approval, and which consent may not be unreasonably withheld for an extension
to a date prior to May 31,1997 after which time consent may be withheld for a
further extension at the sole discretion of any party.
The parties further agree that Section 1.2(b)(i) be amended to provide as
follows: (i) The Merger Consideration shall be increased or decreased by an
amount equal to the difference between (x) Consumers Net Statutory Surplus (as
defined below) at December 31, 1996 and (y) $7,010,623. The remaining
provisions of Section 1.2(b)(i) shall remain in full force and effect.
The parties agree to take any additional action and prepare any documentation
necessary to make effective these revisions to the Agreement, if so required.
Please indicate your acknowledgment and agreement to the above revisions by
signing in the space provided below.
Very truly yours,
/S/ Xxxxx X. Xxxxxxxxx
Acknowledged and agreed to this 7th day of April, 1997.
LASALLE GROUP, INC. CONSUMERS ACQUISITION CORP.
By /S/ Xxxxxx X. Xxxxxx By /S/ Xxxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, Xx.
Chairman and Chief President and Chief
Executive Officer Operating Officer
