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Exhibit 1.3
MASTER SELECTED DEALERS AGREEMENT
________ __, 1998
SoundView Financial Group, Inc.
00 Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
1. General. We understand that SoundView Financial Group, Inc.
("SoundView") is entering into this Master Selected Dealers Agreement (the
"Agreement") in counterparts with us and other firms who may participate as
dealers in offerings of securities in which SoundView is acting as the
representative (the "Representative") of the underwriters comprising the
underwriting syndicate or as one of the "Representatives" of the underwriters.
Whether or not we have executed this Agreement, this Agreement shall apply to
any offering of securities in which we act as a selected dealer.
At or prior to the time of an offering, you will advise us, to the extent
applicable, as to the expected offering date, the expected closing date, the
initial public offering price, the interest or dividend rate (or the method by
which such rate is to be determined), the conversion price, if applicable, the
selling concession, the reallowance, the time of release of securities for sale
to the public, the time at which subscription books will be opened, the amount,
if any, of securities reserved for purchase by selected dealers, the period of
such reservation and the amount of securities to be allotted to us, and will
state that our participation as a selected dealer in the offering shall be
subject to the provisions of this Agreement and any additional terms and
provisions as may be set forth in a wire or letter sent by you in connection
with a particular offering (such communications received by us with respect to
an offering being hereinafter collectively referred to as the "Invitation"). The
information contained in the Invitation shall be deemed to be a part of this
Agreement and this Agreement shall become binding with respect to our
participation as a selected dealer in an offering of securities following our
receipt of such information. If we have not previously executed this Agreement,
by our purchase of securities in an offering covered by this Agreement we shall
be deemed to be signatories hereof with respect to such offering.
The securities to be purchased in any offering of securities in which we
agree to participate as a selected dealer pursuant to this Agreement, including
any guarantees relating to such securities or any other securities into which
such securities are convertible or for which such securities are exercisable or
exchangeable and any securities that may be purchased upon exercise of an
over-allotment option, are hereinafter referred to as the "Securities." The
issuer or issuers of the Securities are hereinafter referred to as the
"Company." The parties on whose behalf the Representatives execute the
underwriting or purchase agreement or any associated
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terms or similar agreement with the Company or any selling securityholders or
any amendment or supplement thereto (collectively, the "Underwriting Agreement")
with respect to an offering of Securities in which we agree to participate as a
selected dealer pursuant to this Agreement are hereinafter referred to as the
"Underwriters," and the parties who agree to participate in such offering as
selected dealers are hereinafter referred to as "Selected Dealers."
The following provisions of this Agreement shall apply separately to each
individual offering of Securities.
2. Acceptance and Purchase. The offer to Selected Dealers will be made on
the basis of a reservation of Securities and an allotment against subscriptions.
Any application for additional Securities will be subject to rejection in whole
or in part. Subscription books may be closed by the Representatives at any time
in the Representatives' discretion without notice and the right is reserved to
reject any subscription in whole or in part. We agree to purchase as principal
the amount of Securities allotted to us by the Representatives.
3. Offering Materials.
(a) We understand that if registration of the offer and sale of the
Securities as contemplated by the Underwriting Agreement is required under the
Securities Act of 1933, as amended (the "Securities Act"), the Representatives
will, at our request, make available to us, as soon as practicable after
sufficient quantities thereof are made available to them by the Company, copies
of the prospectus or supplemented prospectus (excluding any documents
incorporated by reference therein) to be used in connection with the offering of
the Securities in such number as we may reasonably request. As used herein,
"Prospectus" means the form of prospectus (including any supplements and any
documents incorporated by reference therein) authorized for use in connection
with such offering.
(b) We understand that if the offer and sale of the Securities are
exempt from the registration requirements of the Securities Act, no registration
statement will be filed with the Securities and Exchange Commission (the
"Commission"). In such case, the Representatives will, at our request, make
available to us, as soon as practicable after sufficient quantities thereof are
made available to them by the Company, copies in such number as we may
reasonably request of any final offering circular or other offering materials to
be used in connection with the offering of the Securities. As used herein,
"Offering Circular" means the offering circular or other offering materials, as
it or they may be amended or supplemented, authorized for use in connection with
such offering. The Prospectus or Offering Circular, as the case may be, relating
to an offering of Securities is herein referred to as the "Offering Document."
(c) We agree that in purchasing Securities we will rely upon no
statement whatsoever, written or oral, other than the statements in the Offering
Document delivered to us by the Representatives and any documents incorporated
by reference therein. We understand
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that we are not authorized to give any information or make any representation
not contained in the Offering Document or in any document incorporated by
reference therein, in connection with the offering of the Securities. Our
purchase of Securities shall constitute our agreement that, if requested by the
Representatives, we will furnish a copy of any amendment or supplement to any
preliminary or final Offering Document to each person to whom we have furnished
a previous preliminary or final Offering Document. Our purchase of Securities
registered under the Securities Act shall constitute our confirmation that we
have delivered, and our agreement that we will deliver, all preliminary and
final Prospectuses required for compliance with Securities Act Release No. 4968
and Rule 15c2-8 (or any successor provisions thereto) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Our purchase of
Securities exempt from registration under the Securities Act shall constitute
(i) our confirmation that we have delivered, and our agreement that we will
deliver, all preliminary and final Offering Circulars required for compliance
with the applicable federal and state laws and the applicable rules and
regulations of any regulatory body promulgated thereunder governing the use and
distribution of offering circulars by underwriters, and (ii) to the extent
consistent with such laws, rules and regulations, our confirmation that we have
delivered and our agreement that we will deliver all preliminary and final
Offering Circulars that would be required if Securities Act Release No. 4968 and
Rule 15c2-8 (or any successor provisions thereto) under the Exchange Act applied
to such offering.
4. Offering of the Securities.
(a) The offering of the Securities is made subject to the conditions
referred to in the Offering Document and to the terms and conditions set forth
in this Agreement. After the public offering of the Securities has commenced,
you may change the public offering price, the selling concession and the
reallowance to dealers. Any of the Securities purchased by us pursuant to this
Agreement are to be reoffered by us, subject to their receipt and acceptance by
the Representatives, to the public at the initial public offering price, subject
to the terms of this Agreement and the Offering Document. Except as otherwise
provided herein, the Securities shall not be offered or sold by us below the
initial public offering price before the termination of the effectiveness of
this Agreement with respect to the offering of such Securities, except that a
reallowance from the initial public offering price of not in excess of the
amount set forth in the Invitation may be allowed to any Selected Dealer that
(i) agrees that such amount is to be retained and not reallowed in whole or in
part, (ii) makes the representations contained in Section 13 herein, and (iii)
unless the Securities are "exempted securities" as defined in Section 3(a)(12)
of the Exchange Act, is not a "bank" as defined in Section 3(a)(6) of the
Exchange Act (a "Bank").
(b) The Representative as such and, with the Representatives'
consent, any Underwriter may buy Securities from, or sell Securities to, any of
the Selected Dealers or any of the Underwriters, and any Selected Dealer may buy
Securities from, or sell Securities to, any other Selected Dealer or any
Underwriter, at the initial public offering price less all or any part of
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the concession to Selected Dealers; provided, however, that any such purchases
and sales comply with the Conduct Rules (the "Rules") of the National
Association of Securities Dealers, Inc. (the "NASD").
(c) If we have received or been credited with the Selected Dealers'
concession as to any Securities purchased by us pursuant to this Agreement,
which, prior to the later of (i) the termination of the effectiveness of this
Agreement with respect to the offering of such Securities, and (ii) the covering
by the Representatives of any short position created by the Representatives in
connection with the offering of such Securities, the Representatives may have
purchased or contracted to purchase for the account of any Underwriter (whether
such Securities have been sold or loaned by us), then we agree to pay the
Representatives on demand for the accounts of the several Underwriters an amount
equal to the Selected Dealers' concession and, in addition, the Representatives
may charge us with any broker's commission and transfer tax paid in connection
with such purchase or contract to purchase. Securities delivered on such
repurchases need not be the identical Securities originally purchased. With
respect to any such repurchased Securities as to which we have not yet received
or been credited with the Selected Dealers' concession, we shall be responsible
for any such broker's commission and transfer tax and the Representatives shall
not be obligated to pay any Selected Dealers' concession as to such Securities.
(d) No expenses shall be charged to Selected Dealers. A single
transfer tax upon the sale of the Securities by the respective Underwriters to
us will be paid by such Underwriters when such Securities are delivered to us.
However, we shall pay any transfer tax on sales of Securities by us and shall
pay our proportionate share of any transfer tax or other tax (other than the
single transfer tax described above) in the event that any such tax shall from
time to time be assessed against us and other Selected Dealers as a group or
otherwise.
5. Stabilization and Over-Allotment.
(a) The Representatives may, with respect to any offering of
Securities, be authorized to over-allot, to purchase and sell Securities for
long or short account and to stabilize or maintain the market price of the
Securities. We agree that upon the Representatives' request at any time and from
time to time prior to the termination of the effectiveness of this Agreement
with respect to an offering of Securities, we will report the amount of
Securities purchased by us pursuant to such offering which then remain unsold by
us and will, upon the Representatives' request at any such time, sell to the
Representatives for the account of one or more Underwriters such amount of such
unsold Securities as the Representatives may designate at the initial public
offering price less an amount to be determined by the Representatives not in
excess of the Selected Dealers' concession.
(b) Notwithstanding the foregoing provisions of this Section 5, you
may not make such purchases and sales and over-allotments for our account if we
have prior thereto
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advised you in writing that we are (i) a U.S. bank (other than a U.S. bank which
is empowered to underwrite and deal in securities of the type being offered),
(ii) a bank holding company (as defined in the United States Bank Holding
Company Act of 1956 (the "BHC Act")), (iii) a foreign bank (as defined in
Section 1(b)(7) of the United States International Banking Act of 1978 ("IBA"))
that operates a branch, agency or company organized under Article XII of the New
York State Banking Law in the United States or a company of which such foreign
bank is a subsidiary, or (iv) a company (other than a company which has received
approval under Section 4(c)(8) of the BHC Act to engage in underwriting and
dealing in securities of the type being offered) more than five percent (5%) of
any class of voting shares of which are owned or controlled, directly or
indirectly, by an entity covered in (ii) or (iii) above.
6. Open Market Transactions. Until termination of this Agreement as
provided in Section 10(a), unless this restriction is sooner terminated by you,
we agree not to bid for, purchase, sell or attempt to induce others to purchase
or sell, directly or indirectly, either before or after issuance of the
Securities, any of the Securities or securities exchangeable for, or convertible
into, or exercisable against the Securities, any security of the same class and
series as the Securities and any right to purchase or sell the Securities or any
such security, including trading in any put or call option on any such security
other than (a) as provided for in this Agreement or in the Underwriting
Agreement, or (b) as a broker in executing unsolicited orders.
We represent that we have not participated in any transaction prohibited
by the preceding paragraph and that we have at all times complied with and will
at all times comply with the provisions of Rule 139 of the Securities Act and
Regulation M of the Exchange Act, each as interpreted by the Securities and
Exchange Commission.
7. Net Capital. We represent that the incurrence by us of our obligations
hereunder in connection with the offering of the Securities will not place us in
violation of Rule 15c3-1 under the Exchange Act, if such requirements are
applicable to us, or, if we are a financial institution subject to regulation by
the Board of Governors of the Federal Reserve System, the Comptroller of the
Currency or the Federal Deposit Insurance Corporation, will not place us in
violation of the capital requirements of such regulator or any other regulator
to which we are subject.
8. Payment and Delivery.
(a) We agree that Securities purchased by us pursuant to this
Agreement shall be paid for in an amount equal to the initial public offering
price therefor or, if the Representatives shall so advise us, at such initial
public offering price less the Selected Dealers' concession with respect
thereto, at 9:00 a.m. Connecticut time on the date on which the Underwriters are
required to purchase the Securities, by delivery to the Representatives at the
offices of SoundView Financial Group, Inc., of payment in the manner and type of
funds specified in your payment instructions wired to us payable to the order of
SoundView Financial Group, Inc. If payment is made for Securities purchased by
us at the initial public offering price,
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the Selected Dealers' concession to which we may be entitled will be paid to us
upon termination of the effectiveness of this Agreement with respect to the
offering of such Securities. In the event that, prior to the completion of the
distribution of Securities covered by this Agreement, you purchase in the open
market or otherwise any Securities delivered to us, we agree to repay to you for
the accounts of the Underwriters the amount of the concession allowed to us plus
brokerage commissions and any transfer taxes paid in connection with such
purchase.
(b) Notwithstanding the foregoing provisions of this Section 8, if
transactions in the Securities can be settled through the facilities of The
Depository Trust Company or any other depository or similar facility, if we are
a member, you are authorized, in your discretion, to make appropriate
arrangement for payment and/or delivery through its facilities of the Securities
to be purchased by us, or, if we are not a member, settlement may be made
through a correspondent that is a member pursuant to our timely instructions.
9. Blue Sky and Other Qualifications. It is understood and agreed that the
Representatives assume no responsibility or obligation with respect to the right
of any Selected Dealer or other person to sell the Securities in any
jurisdiction, notwithstanding any information the Representatives may furnish in
that regard.
10. Termination; Amendment.
(a) Unless this Agreement or any provision hereof is earlier
terminated by you and except for provisions herein that contemplate obligations
surviving the termination of the effectiveness hereof, the terms and conditions
of this Agreement (the "Offering Provisions") will terminate at the close of
business on the forty-fifth (45th) day after the date of the initial public
offering or pursuant to the Underwriting Agreement, whichever is later, unless
in either such case the effectiveness of the Offering Provisions is extended as
hereinafter provided. You may extend the effectiveness of such Offering
Provisions up to an additional fifteen (15) days in the aggregate by notice or
notices to us to the effect that the Offering Provisions of this Agreement are
extended to the date or by the number of days indicated in such notice or
notices. Notwithstanding the termination of this Agreement, each Selected Dealer
shall remain liable to the extent provided by law for its proportionate amount
of any claim, demand or liability which may be asserted against it alone, or
against it together with other dealers purchasing Securities upon the terms of
this Agreement, or against the Representatives, based upon the claim that the
Selected Dealers, or any of them, constitute an association, an unincorporated
business or other separate entity.
(b) This Agreement may be terminated by either party hereto upon
five (5) business days' written notice to the other party; provided, however,
that with respect to any particular offering of Securities, if you receive any
such notice from us after you have advised us of the amount of Securities
allotted to us, this Agreement shall remain in full force and effect as
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to such offering and shall terminate with respect to such offering and all
previous offerings only in accordance with and to the extent provided in
subsection (a) of this Section 10.
(c) This Agreement may be supplemented or amended by you by notice
to us by written communication and, except for supplements or amendments
included with the Invitation, any such supplement or amendment to this Agreement
shall be effective with respect to any offering to which this Agreement applies
after the date of such supplement or amendment. Each reference to "this
Agreement" herein shall, as appropriate, be to this Agreement as so supplemented
and amended.
11. Role of the Representatives; Role of the Selected Dealers; Legal
Responsibility.
(a) The Representatives are acting as representatives of each of the
Underwriters in all matters connected with the offering of the Securities and
with the Underwriters' purchase of the Securities. Any action to be taken,
authority that may be exercised or determination to be made by the
Representatives hereunder may be taken, exercised or made by SoundView on behalf
of all Representatives. The rights and liabilities of each Underwriter of
Securities and each Selected Dealer shall be several and not joint.
(b) The Representatives, as such, shall have full authority to take
such action as they may deem advisable in all matters pertaining to the offering
of the Securities or arising under this Agreement. The Representatives will have
no liability to any Selected Dealer for any act or omission except for
obligations expressly assumed by the Representatives herein, and no obligations
on the part of the Representatives will be implied hereby or inferred herefrom.
(c) We understand and agree that we are to act as principal in
purchasing securities and we are not authorized to act as agent for the Company,
any selling securityholder or any of the Underwriters in offering the Securities
to the public or otherwise.
(d) Nothing herein contained shall constitute us an association or
partners with the other Selected Dealers, the Underwriters or Representatives,
or, except as otherwise provided herein, render us liable for the obligations of
any other Selected Dealers, the Underwriters or the Representatives. If the
Selected Dealers among themselves or with the Underwriters or the
Representatives are deemed to constitute a partnership for federal income tax
purposes, then each Selected Dealer elects to be excluded from the application
of Subchapter K, Chapter 1, Subtitle A, of the Internal Revenue Code of 1986, as
amended, and agrees not to take any position inconsistent with such election.
The Representatives are authorized, in their discretion, to execute on behalf of
the Selected Dealer such evidence of such election as may be required by the
Internal Revenue Service.
12. Notices. Any notices from the Representatives to us shall be deemed to
have been duly given if mailed, hand-delivered, telephoned (and confirmed in
writing), telegraphed or communicated by facsimile to us at the address set
forth on the signature page of this Agreement,
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or at such other address as we shall have advised you in writing. Any notice
from us to the Representatives shall be deemed to have been given only if
mailed, hand-delivered, telephoned (and confirmed in writing), telegraphed or
communicated by facsimile to:
SoundView Financial Group, Inc.
00 Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Syndicate Department
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(or to such other address, telephone number or facsimile number as we shall be
notified by the Representatives). Communications by telegram, facsimile or other
written form shall be deemed to be "written" communications.
13. NASD Membership. We represent that we are (i) a member in good
standing of the NASD, or (ii) a Bank that is not a member of the NASD or (iii) a
foreign bank, broker, dealer or other institution not eligible for membership in
the NASD (a "foreign non-member"). If we are an NASD member, we agree that in
making sales of Securities we will comply with all applicable rules of the NASD,
including, without limitation, the NASD's Interpretation with Respect to
Free-Riding and Withholding (the "Interpretation") and Rule 2740 of the NASD's
Conduct Rules. If we are not a NASD member, we agree to comply as though we were
a member with the requirements of the Interpretation and Rules 2730, 2740 and
2750 of such Conduct Rules. If we are such a foreign non-member, we agree not to
offer or sell any Securities in the United States of America, its territories or
its possessions or to persons who are nationals thereof or residents therein,
except through the Representatives and in making sales of Securities we agree to
comply with Rule 2420 of such Conduct Rules as it applies to a non-member broker
or dealer in a foreign country. If we are such a foreign bank, we represent
that, unless otherwise notified in writing to you prior to the date hereof, we
are not an entity covered in (i), (ii) or (iii) of Section 5(b) hereof. If we
are a Bank, in connection with the public offering of any Securities that do not
constitute "exempted securities" within the meaning of Section 3(a)(12) of the
Exchange Act we agree that we will not purchase any Securities at a discount
from the offering price from any Underwriter or Selected Dealer or otherwise
accept any selling concession to Selected Dealers, discount or other allowance
from any Underwriter or Selected Dealer, which in any such case is not permitted
under the Rules and we agree to comply with Rule 2420 of such Conduct Rules as
though we were a member. We agree that in selling Securities pursuant to any
offering (which agreement shall also be for the benefit of the Company or other
seller of such Securities) we will comply with all applicable laws, rules and
regulations, including the applicable provisions of the Securities Act and the
Exchange Act, the applicable rules and regulations of the Commission thereunder,
the applicable rules and regulations of any securities exchange having
jurisdiction over the offering and in the case of an offering referred to in
Section 3(b) hereof, the applicable laws, rules and regulations of any
applicable regulatory body.
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14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
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We confirm our agreement hereto by signing the enclosed duplicate copy
hereof in the place provided below and returning such signed duplicate copy to
you at SoundView Financial Group, Inc., 00 Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx
00000, Attention: Syndicate Department. Upon receipt thereof, this instrument
and such signed duplicate copy will evidence the agreement between us.
Very truly yours,
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Name of Firm
By:
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Print Name
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Title
Address:
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Telephone:
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Facsimile:
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Confirmed as of the date
first above written:
SOUNDVIEW FINANCIAL GROUP, INC.
By:
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Xxxxxxx X. Crabs, President and CEO
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