ANNEX B
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Stock Option Agreement") dated December 18,
1997, is by and between SOVEREIGN BANCORP, INC., a Pennsylvania corporation
("Sovereign") and FIRST HOME BANCORP INC., a New Jersey corporation ("First
Home").
BACKGROUND
1. Sovereign and First Home desire to enter into an Agreement and Plan of
Merger, dated December 18, 1997 (the "Agreement"), providing, among other
things, for the acquisition by Sovereign of First Home through the merger of
First Home with and into Sovereign, with Sovereign surviving the merger (the
"Merger").
2. As a condition to Sovereign to enter into the Plan, First Home is
granting to Sovereign an option to purchase up to that number of shares of
common stock, no par value (the "Common Stock"), of First Home as shall equal
19.9% of shares of Common Stock of First Home issued and outstanding immediately
prior to such purchase, on the terms and conditions hereinafter set forth.
AGREEMENT
In consideration of the foregoing and the mutual covenants and agreements
set forth herein, Sovereign and First Home, intending to be legally bound
hereby, agree:
1. Grant of Option. First Home hereby grants to Sovereign, on the terms
and conditions set forth herein, the option to purchase (the "Option") up to
538,975 shares (as adjusted as set forth herein, the "Option Shares") of Common
Stock of First Home at a price per share (as adjusted as set forth herein, the
"Option Price") equal to $30.00, provided, however, that in no event shall the
number of Option Shares for which the Option is exercisable exceed 19.9% of the
issued and outstanding shares of Common Stock of First Home without giving
effect to any shares subject to or issued pursuant to the Option.
2. Exercise of Option. Provided that (i) Sovereign shall not be on the
date of exercise in breach of the agreements or covenants contained in the
Agreement or herein, and (ii) no preliminary or permanent injunction or other
order against the delivery of shares covered by the Option issued by any court
of competent jurisdiction in the United States shall be in effect, upon or after
the occurrence of a Triggering Event (as such term is hereinafter defined) and
until termination of this Stock Option Agreement in accordance with the
provisions of Section 23, Sovereign may exercise the Option, in whole or in
part, at any time or one or more times, from time to time. As used herein, the
term "Triggering Event" means the occurrence of any of the following events:
(a) a person or group (as such terms are defined in the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder), other than Sovereign or an affiliate of Sovereign,
acquires beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of 10% or more of the then outstanding shares of Common Stock
(excluding any shares eligible to be reported on Schedule 13G of the
Securities and Exchange Commission);
(b) a person or group, other than Sovereign or an affiliate of
Sovereign, enters into an agreement, letter of intent, or similar document
with First Home pursuant to which such person or group or any affiliate of
such person or group would (i) merge or consolidate, or enter into any
similar transaction, with First Home, (ii) acquire all or substantially all
of the assets or liabilities of First Home or all or substantially all of
the assets or liabilities of First Home Savings, the wholly-owned
subsidiary of First Home ("First Home Savings"), or (iii) acquire
beneficial ownership of securities representing, or the right to acquire
beneficial ownership or to vote
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securities representing, 10% or more of the then outstanding shares of
Common Stock (excluding any shares eligible to be reported on Schedule 13G
of the Securities and Exchange Commission) or the then outstanding shares
of common stock of First Home Savings, or
(c) a person or group, other than Sovereign or an affiliate of
Sovereign, publicly announces a bona fide proposal (including a written
communication that is or becomes the subject of public disclosure) for (i)
any merger, consolidation or acquisition of all or substantially all the
assets or liabilities of First Home or all or substantially all the assets
or liabilities of First Home Savings, or any other business combination
involving First Home or First Home Savings, or (ii) a transaction involving
the transfer of beneficial ownership of securities representing, or the
right to acquire beneficial ownership or to vote securities representing,
10% or more of the then outstanding shares of Common Stock or the then
outstanding shares of common stock of First Home Savings (collectively, a
"Proposal"), and thereafter, if such Proposal has not been Publicly
Withdrawn (as such term is hereinafter defined) at least 30 days prior to
the meeting of shareholders of First Home called to vote on the Merger,
First Home's shareholders fail to approve the Merger by the vote required
by applicable law at the meeting of shareholders called for such purpose or
such meeting has been cancelled; or
(d) a person or group, other than Sovereign or an affiliate of
Sovereign, makes a bona fide Proposal and thereafter, but before such
Proposal has been Publicly Withdrawn, First Home willfully takes any action
in a manner which would likely result in the failure of either party to
satisfy a material condition to the closing of the Merger or materially
reduce the value of the transaction to Sovereign; or
(e) First Home breaches, in any material respect, any binding term of
the Agreement with respect to the Merger, or this Stock Option Agreement
after a Proposal is made and before it is Publicly Withdrawn or publicly
announces an intention to authorize, recommend or accept any such Proposal;
provided, however, that any purchase of shares upon exercise of the Option shall
be subject to compliance with applicable law.
If more than one of the transactions giving rise to a Triggering Event
under this Section 2 is undertaken or effected, then all such transactions shall
give rise only to one Triggering Event, which Triggering Event shall be deemed
continuing for all purposes hereunder until all such transactions are abandoned.
"Publicly Withdrawn" for purposes of this Section 2 shall mean an
unconditional bona fide withdrawal of the Proposal coupled with a public
announcement of no further interest in pursuing such Proposal or in acquiring
any controlling influence over First Home or in soliciting or inducing any other
person (other than Sovereign or an affiliate of Sovereign) to do so.
Notwithstanding the foregoing, the obligation of First Home to issue Option
Shares upon exercise of the Option shall be deferred (but shall not terminate)
(i) until the receipt of all required governmental or regulatory approvals or
consents necessary for First Home to issue the Option Shares, or Sovereign to
exercise the Option, or until the expiration or termination of any waiting
period required by law, or (ii) so long as any injunction or other order, decree
or ruling issued by any federal or state court of competent jurisdiction is in
effect which prohibits the sale or delivery of the Option Shares, and, in each
case, notwithstanding any provision to the contrary set forth herein, the Option
shall not expire or otherwise terminate.
First Home shall notify Sovereign promptly in writing of the occurrence of
any Triggering Event known to it, it being understood that the giving of such
notice by First Home shall not be a condition to the right of Sovereign to
exercise the Option. Subject to compliance with the applicable banking and
securities laws or regulations, First Home will not take any action which would
have the effect of preventing or disabling First Home from delivering the Option
Shares to Sovereign upon exercise of the Option or otherwise performing its
obligations under this Stock Option Agreement. In the event Sovereign wishes to
exercise the Option, Sovereign shall send a written notice to First Home (the
date
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of which is hereinafter referred to as the "Notice Date") specifying the total
number of Option Shares it wishes to purchase and a place and date between two
and ten business days inclusive from the Notice Date for the closing of such a
purchase (a "Closing"); provided, however, that a Closing shall not occur prior
to two days after the later of receipt of any necessary regulatory approvals or
the expiration of any legally required notice or waiting period, if any.
3. Repurchase of Option by First Home.
(a) At the request of Sovereign at any time commencing upon the first
occurrence of a Repurchase Event (as defined in Section 3(d)) and ending 18
months immediately thereafter, First Home shall repurchase from Sovereign
(x) the Option and (y) all shares of Common Stock purchased by Sovereign
pursuant hereto with respect to which Sovereign then has beneficial
ownership. The date on which Sovereign exercises its rights under this
Section 3 is referred to as the "Request Date." Such repurchase shall be at
an aggregate price (the "Section 3 Repurchase Consideration") equal to the
sum of: (i) the aggregate Purchase Price paid by Sovereign for any shares
of Common Stock acquired pursuant to the Option with respect to which
Sovereign then has beneficial ownership; (ii) the excess, if any, of (x)
the Applicable Price (as defined below) for each share of Common Stock over
(y) the Option Price (subject to adjustment pursuant to Section 6),
multiplied by the number of shares of Common Stock with respect to which
the Option has not been exercised; and (iii) the excess, if any, of the
Applicable price over the Option Price (subject to adjustment pursuant to
Section 6) paid (or, in the case of Option Shares with respect to which the
Option has been exercised, but the Closing has not occurred, payable) by
Sovereign for each share of Common Stock with respect to which the Option
has been exercised and with respect to which Sovereign then has beneficial
ownership, multiplied by the number of such shares.
(b) If Sovereign exercises its rights under this Section 3, First Home
shall, within ten (10) business days after the Request Date, pay the
Section 3 Repurchase Consideration to Sovereign in immediately available
funds, and contemporaneously with such payment, Sovereign shall surrender
to First Home the Option and the certificate evidencing the shares of
Common Stock purchased thereunder with respect to which Sovereign then has
beneficial ownership, and Sovereign shall warrant that it has sole record
and beneficial ownership of such shares, and that the same are then free
and clear of all liens, claims, charges and encumbrances of any kind
whatsoever. Notwithstanding the foregoing, to the extent that prior
notification to or approval of any banking agency or department of any
federal or state government, including without limitation the OTS, the
FDIC, or the respective staffs thereof (the "Regulatory Authority"), is
required in connection with the payment of all or any portion of the
Section 3 Repurchase Consideration, Sovereign shall have the ongoing option
to revoke its request for repurchase pursuant to Section 3, in whole or in
part, or to require that First Home deliver from time to time that portion
of the Section 3 Repurchase Consideration that it is not then so prohibited
from paying and promptly file the required notice or application for
approval and expeditiously process the same (and each party shall cooperate
with the other in the filing of any such notice or application and the
obtaining of any such approval), in which case the ten (10) business day
period of time that would otherwise run pursuant to the preceding sentence
for the payment of the portion of the Section 3 Repurchase Consideration
shall run instead from the date on which, as the case may be, any required
notification period has expired or been terminated or such approval has
been obtained and, in either event, any requisite waiting period shall have
passed. If any Regulatory Authority disapproves of any part of First Home's
proposed repurchase pursuant to this Section 3, First Home shall promptly
give notice of such fact to Sovereign. If any Regulatory Authority
prohibits the repurchase pursuant to this Section 3, First Home shall
promptly give notice of such fact to Sovereign. If any Regulatory Authority
prohibits the repurchase in part but not in whole, then Sovereign shall
have the right (i) to revoke the repurchase request or (ii) to the extent
permitted by such Regulatory Authority, determine whether the repurchase
should apply to the Option and/or Option Shares and to what extent to each,
and Sovereign shall thereupon have the right to exercise the Option as to
the number of Option Shares for which the Option was exercisable at the
Request Date less the sum of the number of shares covered by the Option in
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respect of which payment has been made pursuant to Section 3(a)(ii) and the
number of shares covered by the portion of the Option (if any) that has
been repurchased. Sovereign shall notify First Home of its determination
under the preceding sentence within five (5) business days of receipt of
notice of disapproval of the repurchase.
(c) For purposes of this Agreement, the "Applicable Price" means the
highest of (i) the highest price per share of Common Stock paid for any
such share by the person or groups described in Section 3(d)(i), (ii) the
price per share of Common Stock received by a holder of Common Stock in
connection with any merger or other business combination transaction
described in Section 3(d)(ii), (iii) or (iv), or (iii) the highest closing
sales price per share of Common Stock quoted on the Nasdaq Stock Market
during the 40 business days preceding the Request Date; provided, however,
that in the event of a sale of less than all of First Home's assets, the
Applicable Price shall be the sum of the price paid in such sale for such
assets and the current market value of the remaining assets of First Home
as determined by a nationally-recognized investment banking firm selected
by Sovereign, divided by the number of shares of Common Stock outstanding
at the time of such sale. If the consideration to be offered, paid or
received pursuant to either of the foregoing clauses (i) or (ii) shall be
other than in cash, the value of such consideration shall be determined in
good faith by an independent nationally-recognized investment banking firm
selected by Sovereign and reasonably acceptable to First Home, which
determination shall be conclusive for all purposes of this Agreement.
(d) As used herein, a Repurchase Event shall occur if (i) any person
or group (as such terms are defined in the Exchange Act and the rules and
regulations thereunder), other than Sovereign or an affiliate of Sovereign,
acquires beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of, or the right to acquire beneficial ownership of, 10% or
more of the then-outstanding shares of Common Stock, (ii) First Home shall
have merged or consolidated with any person, other than Sovereign or an
affiliate of Sovereign, and shall not be the surviving or continuing
corporation of such merger or consolidation, (iii) any person, other than
Sovereign or an affiliate of Sovereign, shall have merged into First Home
and First Home shall be the surviving corporation, but, in connection with
such merger, the then-outstanding shares of Common Stock have been changed
into or exchanged for stock or other securities of First Home or any other
person or cash or any other property or the outstanding shares of Common
Stock immediately prior to such merger shall after such merger represent
less than 50% of the outstanding shares and share equivalents of the
surviving corporation or (iv) First Home shall have sold or otherwise
transferred more than 10% of its consolidated assets to any person, other
than Sovereign or an affiliate of Sovereign.
4. Payment and Delivery of Certificates. At any Closing hereunder, (a)
Sovereign will make payment to First Home of the aggregate price for the Option
Shares so purchased by wire transfer of immediately available funds to an
account designated by First Home, (b) First Home will deliver to Sovereign a
stock certificate or certificates representing the number of Option Shares so
purchased, registered in the name of Sovereign or its designee, in such
denominations as were specified by Sovereign in its notice of exercise, and (c)
Sovereign will pay any transfer or other taxes required by reason of the
issuance of the Option Shares so purchased.
A legend will be placed on each stock certificate evidencing Option Shares
issued pursuant to this Stock Option Agreement, which legend will read
substantially as follows:
"The shares of stock evidenced by this certificate have not been
the subject of a registration statement filed under the Securities Act
of 1933, as amended (the 'Act'), and declared effective by the
Securities and Exchange Commission. These shares may not be sold,
transferred or otherwise disposed of prior to such time unless First
Home Corp. receives an opinion of counsel reasonably acceptable to it
stating that an exemption from the registration provisions of the Act
is available for such transfer."
5. Registration Rights. Upon or after the occurrence of a Triggering Event
and upon receipt of a written request from Sovereign, First Home shall prepare
and file as soon as practicable a registration
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statement under the Securities Act of 1933, as amended (the "Securities Act"),
with the Securities and Exchange Commission covering the Option and such number
of Option Shares as Sovereign shall specify in its request, and First Home shall
use its best efforts to cause such registration statement to be declared
effective in order to permit the sale or other disposition of the Option and the
Option Shares, provided that Sovereign shall in no event have the right to have
more than one such registration statement become effective, and provided further
that First Home shall not be required to prepare and file any such registration
statement in connection with any proposed sale with respect to which counsel to
First Home delivers to First Home and to Sovereign its opinion to the effect
that no such filing is required under applicable laws and regulations with
respect to such sale or disposition; provided, however, that First Home may
delay any registration of Option Shares above for a period not exceeding 90 days
in the event that First Home shall in good faith determine that any such
registration would adversely affect an offering or contemplated offering of
other securities by First Home. Sovereign shall provide all information
reasonably requested by First Home for inclusion in any registration statement
to be filed hereunder. In connection with such filing, First Home shall use its
commercially reasonable efforts to cause to be delivered to Sovereign such
certificates, opinions, accountant's letters and other documents as Sovereign
shall reasonably request and as are customarily provided in connection with
registration of securities under the Securities Act. First Home shall provide to
Sovereign such number of copies of the preliminary prospectus and final
prospectus and any amendments and supplements thereto as Sovereign may
reasonably request.
All reasonable expenses incurred by First Home in complying with the
provisions of this Section 5, including, without limitation, all registration
and filing fees, reasonable printing expenses, reasonable fees and disbursements
of counsel for First Home and blue sky fees and expenses, shall be paid by First
Home. Underwriting discounts and commissions to brokers and dealers relating to
the Option Shares, fees and disbursements of counsel to Sovereign and any other
expenses incurred by Sovereign in connection with such filing shall be borne by
Sovereign. In connection with such filing, First Home shall indemnify and hold
harmless Sovereign against any losses, claims, damages or liabilities, joint or
several, to which Sovereign may become subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any preliminary or final registration statement or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; and First Home will
reimburse Sovereign for any legal or other expense reasonably incurred by
Sovereign in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that First Home will not be
liable in any case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such preliminary or final registration
statement or such amendment or supplement thereto in reliance upon and in
conformity with written information furnished by or on behalf of Sovereign
specifically for use in the preparation thereof. Sovereign will indemnify and
hold harmless First Home to the same extent as set forth in the immediately
preceding sentence but only with reference to written information furnished by
or on behalf of Sovereign for use in the preparation of such preliminary or
final registration statement or such amendment or supplement thereto; and
Sovereign will reimburse First Home for any legal or other expense reasonably
incurred by First Home in connection with investigating or defending any such
loss, claim, damage, liability or action. Notwithstanding anything to the
contrary contained herein, no indemnifying party shall be liable for any
settlement effected without its prior written consent.
6. Adjustment Upon Changes in Capitalization. In the event of any change
in the Common Stock by reason of stock dividends, split-ups, recapitalizations,
combinations, conversions, divisions, exchanges of shares or the like, then the
number and kind of Option Shares and the Option Price shall be appropriately
adjusted.
7. Filings and Consents. Each of Sovereign and First Home will use its
commercially reasonable efforts to make all filings with, and to obtain consents
of, all third parties and governmental
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authorities necessary to the consummation of the transactions contemplated by
this Stock Option Agreement. Within 10 days from the date hereof, Sovereign
shall file a report of beneficial ownership on Schedule 13D with the Securities
and Exchange Commission under the Exchange Act which discloses the rights of
Sovereign hereunder.
8. Representations and Warranties of First Home. First Home hereby
represents and warrants to Sovereign as follows:
(a) Due Authorization. First Home has the requisite corporate power
and authority to execute, deliver and perform this Stock Option Agreement
and all corporate action necessary for execution, delivery and performance
of this Stock Option Agreement has been duly taken by First Home. This
Stock Option Agreement constitutes a legal, valid and binding obligation of
First Home, enforceable against First Home in accordance with its terms
(except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar laws of general
applicability relating to or affecting creditors' rights or by general
equity principles).
(b) Authorized Shares. First Home has taken all necessary corporate
action to authorize and reserve for issuance all shares of Common Stock
that may be issued pursuant to any exercise of the Option.
9. Representations and Warranties of Sovereign. Sovereign hereby
represents and warrants to First Home that Sovereign has the requisite corporate
power and authority to execute, deliver and perform this Stock Option Agreement
and all corporate action necessary for execution, delivery and performance of
this Stock Option Agreement has been duly taken by Sovereign. This Stock Option
Agreement constitutes a legal, valid and binding obligation of Sovereign,
enforceable against Sovereign in accordance with its terms (except as may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and similar laws of general applicability relating to or
affecting creditors' rights or by general equity principles). Sovereign or its
assignee agrees to execute a standard investment representation letter with
respect to its acquisition of any First Home securities acquired in connection
with this transaction.
10. Specific Performance. The parties hereto acknowledge that damages
would be an inadequate remedy for a breach of this Stock Option Agreement and
that the obligations of the parties hereto shall be specifically enforceable.
11. Entire Agreement. This Stock Option Agreement and the Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all other prior agreements and understandings, both
written and oral, among the parties or any of them with respect to the subject
matter hereof.
12. Assignment or Transfer. Sovereign may not sell, assign or otherwise
transfer its rights and obligations hereunder, in whole or in part, to any
person or group of persons other than to a subsidiary of Sovereign subject to
compliance with applicable securities laws. Sovereign represents that it is
acquiring the Option for Sovereign's own account and not with a view to, or for
sale in connection with, any distribution of the Option or the Option Shares.
Sovereign is aware that neither the Option nor the Option Shares is the subject
of a registration statement filed with, and declared effective by, the
Securities and Exchange Commission pursuant to Section 5 of the Securities Act,
but instead each is being offered in reliance upon the exemption from the
registration requirement provided by Section 4(2) thereof and the
representations and warranties made by Sovereign in connection therewith.
13. Amendment of Stock Option Agreement. By mutual consent of the parties
hereto, this Stock Option Agreement may be amended in writing at any time, for
the purpose of facilitating performance hereunder or to comply with any
applicable regulation of any governmental authority or any applicable order of
any court or for any other purpose.
14. Validity. The invalidity or unenforceability of any provision of this
Stock Option Agreement shall not affect the validity or enforceability of any
other provisions of this Stock Option Agreement, which shall remain in full
force and effect.
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15. Notices. All notices, requests, consents and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given when delivered personally, by telegram or telecopy, or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties as follows:
(i) If to Sovereign, to:
Sovereign Bancorp, Inc.
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxx X. Xxxxx, President and
Chief Executive Officer
Telecopy No.: (000) 000-0000
with a copy to:
Xxxxxxx & Xxx
000 Xxxxx Xxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxx
Telecopy No.: (000) 000-0000
(ii) If to First Home, to:
First Home Bancorp Inc.
000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx,
Chairman of the Board, President
and Chief Executive Officer
Telecopy No.: (000) 000-0000
with copies to:
Blank Rome Xxxxxxx & XxXxxxxx
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esquire
Telecopy No.: (000) 000-0000
or to such other address as the person to whom notice is to be given may have
previously furnished to the others in writing in the manner set forth above
(provided that notice of any change of address shall be effective only upon
receipt thereof).
16. Governing Law. This Stock Option Agreement shall be governed by and
construed in accordance with the domestic internal law (but not the law of
conflicts of law) of the Commonwealth of Pennsylvania.
17. Captions. The captions in this Stock Option Agreement are inserted for
convenience and reference purposes, and shall not limit or otherwise affect any
of the terms or provisions hereof.
18. Waivers and Extensions. The parties hereto may, by mutual consent,
extend the time for performance of any of the obligations or acts of either
party hereto. Each party may waive (i) compliance with any of the covenants of
the other party contained in this Stock Option Agreement and/or (ii) the other
party's performance of any of its obligations set forth in this Stock Option
Agreement.
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19. Parties in Interest. This Stock Option Agreement shall be binding upon
and inure solely to the benefit of each party hereto, and, nothing in this Stock
Option Agreement, express or implied, is intended to confer upon any other
person any rights or remedies of any nature whatsoever under or by reason of
this Stock Option Agreement.
20. Counterparts. This Stock Option Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.
21. Expenses. Except as otherwise provided herein, all costs and expenses
incurred by the parties hereto in connection with the transactions contemplated
by this Stock Option Agreement or the Option shall be paid by the party
incurring such cost or expense.
22. Defined Terms. Capitalized terms which are used but not defined herein
shall have the meanings ascribed to such terms in the Agreement.
23. Termination. This Stock Option Agreement shall terminate and be of no
further force or effect upon the earliest to occur of (A) the Effective Time or
(B) termination of the Agreement in accordance with the terms thereof, except
that if (i) the Agreement is terminated by Sovereign pursuant to Section
6.01(b)(i) of the Agreement or pursuant to Section 6.01(d) of the Agreement
(provided the failure of the occurrence of the event specified in Section
6.01(b)(i) of the Agreement shall be due to the failure of First Home to perform
or observe its agreements set forth in the Agreement required to be performed or
observed by First Home prior to the Closing Date (as defined in the Agreement)),
this Stock Option Agreement shall not terminate until one year after the date of
termination of the Agreement or (ii) the Agreement is terminated as a result of
the failure of First Home shareholders to approve the Agreement following either
a withdrawal or modification by a director of First Home of a prior
recommendation to approve the Agreement or a failure of a director of First Home
to recommend approval of the Agreement, this Stock Option Agreement shall not
terminate until one year after the date of termination of the Agreement.
IN WITNESS WHEREOF, each of the parties hereto, pursuant to resolutions
adopted by its Board of Directors, has caused this Stock Option Agreement to be
executed by its duly authorized officer and has caused its corporate seal to be
affixed hereunto and to be duly attested, all as of the day and year first above
written.
SOVEREIGN BANK
By /s/ XXX X. XXXXX
-----------------------------------
Xxx X. Xxxxx
President and Chief Executive
Officer
FIRST HOME BANCORP INC.
By /s/ XXXXXXX X. XXXXXX
-----------------------------------
Xxxxxxx X. Xxxxxx,
Chairman of the Board,
President and Chief Executive
Officer
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ANNEX C
[RP Financial Letterhead]
June 26, 1998
Board of Directors
First Home Bancorp, Inc.
000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Members of the Board:
You have requested RP Financial, LC. ("RP Financial") to provide you with
its opinion as to the fairness from a financial point of view to the
shareholders of First Home Bancorp, Inc., Pennsville, New Jersey (the
"Company"), of the Agreement and Plan of Merger, as amended (the "Agreement")
dated December 18, 1997, by and among Sovereign Bancorp, Inc., a Pennsylvania
corporation ("Sovereign") and the Company. The Agreement is incorporated herein
by reference. Unless otherwise defined, all capitalized terms incorporated
herein have the meanings ascribed to them in the Agreement.
Summary Description of Consideration
Each share of the common stock of the Company, no par value ("Company
Common Stock"), issued and outstanding immediately prior to the Effective Date
(other than shares of Company Common Stock, if any, then owned by Sovereign or
the Company or any Company subsidiary) shall, on the Effective Date, by reason
of the Merger and without any action on the part of the holder thereof, be
converted into and become a right to receive: (i) if the Sovereign Market Value
determined as of the Effective Date is greater than or equal to $15.00 and less
than or equal to $18.33, then that number of shares of Sovereign Common Stock,
and the corresponding percentage of Sovereign Stock Purchase Rights pursuant to
the Sovereign Stock Purchase Rights Agreement, equal to $31.25 divided by the
Sovereign Market Value determined as of the Effective Date; (ii) if the
Sovereign Market Value determined as of the Effective Date is less than $15.00,
then 2.083 shares of fully paid and nonassessable shares of Sovereign Common
Stock, and the corresponding percentage of Sovereign Stock Purchase Rights
pursuant to the Sovereign Rights Agreement; or (iii) if the Sovereign Market
Value determined as of the Effective Date is greater than $18.33, then 1.705
shares of fully paid and nonassessable shares of Sovereign Common Stock, and the
corresponding percentage of Sovereign Stock Purchase Rights pursuant to the
Sovereign Rights Agreement (the "Exchange Ratio"). If the Sovereign Market Price
determined as of the Effective Date shall be less than $11.25, then the Company
shall have the right to terminate the Merger, but Sovereign shall have the
option to increase the consideration to be received by the holders of the
Company Common Stock by adjusting the Exchange Ratio to equal to number obtained
by dividing $23.44 by the Sovereign Market Value and, if Sovereign so elects, no
termination shall have occurred and the Agreement shall remain in effect. Each
share of Company Common Stock (other than trust account shares or DPC shares)
owned by Sovereign or a Sovereign Subsidiary on the Effective Date, if any,
shall be cancelled. Each share of Company Common Stock issued and held in the
treasury of the Company or owned by the Company or any Company subsidiary (other
than trust account shares or DPC shares) as of the Effective Date, if any, shall
be cancelled, and no cash, stock or other property shall be delivered in
exchange therefor. No fraction of a whole share of Sovereign Common Stock and no
scrip or certificates therefor shall be issued in connection with the Merger.
Any former holder of Company Common Stock who would otherwise be entitled to
receive a fraction of a share of Sovereign Common Stock shall receive, in lieu
thereof, cash in an amount equal to such fraction of a share multiplied by the
Sovereign Market Price determined as of the Effective Date.
C-1
RP Financial Background and Experience
RP Financial, as part of its financial institution valuation and consulting
practice, is regularly engaged in the valuation of financial institution
securities in connection with mergers and acquisitions of commercial banks and
thrift institutions, initial and secondary stock offerings, mutual-to-stock
conversions of thrift institutions, and business valuations for other corporate
purposes for financial institutions. As specialists in the securities of
financial institutions, RP Financial has experience in, and knowledge of, the
New Jersey and the Mid-Atlantic U.S. markets for bank securities and financial
institutions operating in New Jersey.
Materials Reviewed
In rendering this fairness opinion, RP Financial reviewed the following
material: (1) the Agreement; (2) the draft of the Proxy Statement/Prospectus and
related Annexes included in the Form S-4 Registration Statement filed with the
Securities and Exchange Commission on June 25, 1998; (3) financial and other
information for the Company, all with regard to balance sheet and off-balance
sheet composition, profitability, interest rates, volumes, maturities, trends,
credit risk, interest rate risk, liquidity risk and operations including: (a)
audited financial statements for the fiscal years ended December 31, 1994
through 1997, (b) Form 10-K as of December 31, 1997 and Form 10-Q as of March
31, 1998, (c) shareholder, regulatory and internal financial and other reports
through Xxxxx 00, 0000, (x) the two most recent proxy statements for the
Company, (e) internal budgets, financial projections and EPS forecasts prepared
by management, and (f) the Company's management comments regarding past and
current business, operations, financial condition, and future prospects; and (4)
financial and other information for Sovereign including: (a) audited financial
statements for the fiscal years ended December 31, 1994 through 1997,
incorporated in Annual Reports to shareholders and Form 10-Ks; (b) Form 10-Q as
of March 31, 1998 and interim results and developments through June 25, 1998
including regulatory filings and press releases; (c) regulatory and internal
financial and other reports through Xxxxx 00, 0000, (x) internal budgets and
financial projections prepared by management of Sovereign and third parties,
inclusive of the anticipated pro forma impact of recent previously announced
merger transactions, and, (e) Sovereign's management comments regarding past and
current business, operations, financial condition, and future prospects.
In addition, RP Financial reviewed financial, operational, market area and
stock price and trading characteristics for Sovereign and the Company relative
to publicly-traded savings institutions, respectively, with comparable
resources, financial condition, earnings, operations and markets. RP Financial
also considered the economic and demographic characteristics in the local market
area, and the potential impact of the regulatory, legislative and economic
environments on operations for the Company and Sovereign and the public
perception of the thrift industry. RP Financial also considered: (a) a
transaction summary of the financial terms of the Merger, including the
aggregate consideration represented by the Exchange Ratio relative to fully
diluted book value, fully diluted earnings, fully diluted assets, and deposit
liabilities of the Company; (b) the financial terms, financial condition,
operating performance, and market area of other recently completed mergers and
acquisitions of comparable financial institution entities, including evaluating
Mid-Atlantic U.S. transactions both generally and specifically and U.S.
transactions nationwide where the selling institution's financial condition and
operations were comparable to those of the Company; (c) discounted cash flow
analyses for the Company on a stand-alone basis, incorporating the current
business plan including anticipated costs deemed necessary by management should
the Company determine to remain and operate as an independent institution and
future prospects of operating as an independent institution; and (d) the pro
forma impact of the Merger to the holders of Company Common Stock (incorporating
the Exchange Ratio, transaction adjustments, and potential earnings improvements
resulting from consolidation), including the resulting impact to the market
value per share, tangible book value per share, earnings per share, and
dividends per share of the Company Common Stock. RP Financial also considered
the more attractive liquidity characteristics of Sovereign Common Stock relative
to the Company Common Stock, the enhanced competitive position of Sovereign
resulting from the Merger, the greater return on equity of the Sovereign Common
Stock relative to the Company Common Stock, and the opportunities
C-2
for Sovereign to increase earnings in the future. The results of these analyses
and the other factors considered were evaluated as a whole, with the aggregate
results indicating a range of financial parameters utilized to assess the
Exchange Ratio as described in the Agreement.
In rendering its opinion, RP Financial relied, without independent
verification, on the accuracy and completeness of the information concerning the
Company and Sovereign furnished by the respective institutions to RP Financial
for review, as well as publicly-available information regarding other financial
institutions and economic and demographic data. Neither the Company nor
Sovereign restricted RP Financial as to the material it was permitted to review.
RP Financial did not perform or obtain any independent appraisals or evaluations
of the assets and liabilities and potential and/or contingent assets of
liabilities of the Company or Sovereign. The financial forecasts and budgets
reviewed by RP Financial were prepared by the managements of the Company and
Sovereign. Neither the Company nor Sovereign publicly discloses internal
management forecasts or budgets of the type provided to RP Financial in
connection with the review of the Merger, and such financial forecasts were not
prepared with a view towards public disclosure. The financial forecasts and
budgets were based upon numerous variables and assumptions which are inherently
uncertain, including without limitation factors related to general economic and
competitive conditions, as well as trends in asset quality. Accordingly, actual
results could vary significantly from those set forth in such financial
forecasts.
RP Financial expresses no opinion on matters of a legal, regulatory, tax or
accounting nature or the ability of the Merger as set forth in the Agreement to
be consummated. In rendering its opinion, RP Financial assumed that, in the
course of obtaining the necessary regulatory and governmental approvals for the
proposed Merger, no restriction will be imposed on Sovereign that would have a
material adverse effect on the ability of the Merger to be consummated as set
forth in the Agreement.
Opinion
It is understood that this letter is directed to the Board of Directors of
the Company in its consideration of the Agreement, and does not constitute a
recommendation to any shareholder of the Company as to any action that such
shareholder should take in connection with the Agreement, or otherwise.
It is understood that this opinion is based on market conditions and other
circumstances existing on the date hereof.
It is understood that this opinion may be included in its entirety in any
communication by the Company or its Board of Directors to the stockholders of
the Company. It is also understood that this opinion may be included in its
entirety in any regulatory filing by Sovereign or the Company, and that RP
Financial consents to the summary of the opinion in the proxy materials of the
Company, and any amendments thereto. Except as described above, this opinion may
not be summarized, excerpted from or otherwise publicly referred to without RP
Financial's prior written consent.
Based upon and subject to the foregoing, and other such matters considered
relevant, it is RP Financial's opinion that, as of the date hereof, the Exchange
Ratio, as described in the Agreement, is fair to such shareholders from a
financial point of view.
Respectfully submitted,
RP FINANCIAL, LC.
C-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pennsylvania law provides that a Pennsylvania corporation may indemnify
directors, officers, employees and agents of the corporation against liabilities
they may incur in such capacities for any action taken or any failure to act,
whether or not the corporation would have the power to indemnify the person
under any provision of law, unless such action or failure to act is determined
by a court to have constituted recklessness or willful misconduct. Pennsylvania
law also permits the adoption of a bylaw amendment, approved by shareholders,
providing for the elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the director has
breached or failed to perform the duties of his office and (2) the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
The bylaws of Sovereign provide for (1) indemnification of directors,
officers, employees and agents of the registrant and its subsidiaries and (2)
the elimination of a director's liability for monetary damages, to the fullest
extent permitted by Pennsylvania law.
Directors and officers are also insured against certain liabilities for
their actions, as such, by an insurance policy obtained by Sovereign.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS.
2.1 Agreement and Plan of Merger dated as of December 18, 1997,
between Sovereign Bancorp, Inc. and First Home Bancorp Inc.,
as amended (included as Annex A to the Proxy Statement
Prospectus). Schedules are omitted; Sovereign Bancorp, Inc.
agrees to furnish copies of such schedules to the Commission
upon request.
2.2 Stock Option Agreement dated December 18, 1997, between
Sovereign Bancorp, Inc. and First Home Bancorp Inc.
(included as Annex B to the Proxy Statement/Prospectus).
3.1 Articles of Incorporation, as amended, of Sovereign Bancorp,
Inc. (Incorporated by reference to Exhibit 3.1 of
Sovereign's Annual Report on Form 10-K for the year ended
December 31, 1995.)
3.2 Bylaws of Sovereign Bancorp, Inc. (Incorporated by reference
to Exhibit 3.2 of Sovereign's Annual Report on Form 10-K for
the year ended December 31, 1993.)
4. Sovereign Bancorp, Inc. has outstanding long-term debt that
does not exceed 10% of the total assets of Sovereign
Bancorp, Inc. and its consolidated subsidiaries; therefore,
copies of the constituent instruments defining the rights of
the holders of such debt are not included as exhibits to
this Registration Statement. Sovereign Bancorp, Inc. agrees
to furnish copies of such instruments to the Commission upon
request.
5.1 Opinion of Xxxxxxx & Xxx re: Validity.**
8.1 Form of opinion of Xxxxxxx & Xxx re: tax matters.**
10.1 Sovereign Bancorp, Inc. Stock Option Plan, as amended and
restated. (Incorporated by reference to Exhibit 10.1 to
Sovereign's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.)*
10.2 Sovereign Bancorp, Inc. 1993 Stock Option Plan.
(Incorporated by reference to Exhibit 10.21 to Sovereign's
Annual Report on Form 10-K for the year ended December 31,
1992.)*
10.3 Sovereign Bancorp, Inc. Employee Stock Purchase Plan.
(Incorporated by reference to Exhibit 4.1 to Sovereign's
Registration Statement No. 33-44108 on Form S-8.)*
10.4 Agreement dated as of March 1, 1997, between Sovereign
Bancorp, Inc., Sovereign Bank, and Xxx X. Xxxxx.
(Incorporated by reference to Exhibit 99.1 of Sovereign's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1997, as amended.)*
II-1
10.5 Agreement dated as of September 15, 1992, between Sovereign
Bank, a Federal Savings Bank, and Xxxx X. Xxxxxxx.
(Incorporated by Reference to Exhibit 10.4 of Sovereign's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992.)*
10.6 Agreement dated as of September 15, 1992, between Sovereign
Bank, a Federal Savings Bank, and Xxxxxxxx X. Xxxxxxxx, Xx.
(Incorporated by reference to Exhibit 10.5 of Sovereign's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992.)*
10.7 Penn Savings Bank Senior Officer Incentive Plan.
(Incorporated by reference to Exhibit 10.6 to Sovereign's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.)*
10.8 Rights agreement dated September 19, 1989, between Sovereign
Bancorp, Inc. and Xxxxxx Trust Company of New York.
(Incorporated by reference to Exhibit 4.3 to Sovereign's
Registration Statement No. 33-89586 on Form S-8.)
10.9 Sovereign Bancorp, Inc. Non-Employee Director Incentive
Compensation Plan. (Incorporated by reference to Exhibit
10.12 to Sovereign's Registration Statement No. 33-43195 on
Form S-1.)*
10.10 Indemnification Agreement dated December 21, 1993, between
Sovereign Bank and Xxx X. Xxxxx. (Incorporated herein by
reference to Exhibit 10.25 to Sovereign's Annual Report on
Form 10-K for the year ended December 31, 1993.)*
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of KPMG Peat Marwick LLP, Independent Auditors.**
23.3 Consent of KPMG Peat Marwick LLP, Independent Auditors.**
23.4 Consent of Xxxxxx Xxxxxxxx LLP, Independent Auditors.**
23.5 Consent of Xxxxxxx & Xxx, P.C. (contained in Exhibit 5.1).**
23.6 Consent of Xxxxxxx & Xxx, P.C.**
23.7 Consent of RP Financial, LC
23.8 Consent of KPMG Peat Marwick LLP, Independent Auditors.
24.1 Powers of Attorney of Directors and Officers (included on
signature page hereof).
99.1 Form of Opinion of RP Financial, LC dated June 26, 1998
(included as Annex C to Proxy Statement/Prospectus).
99.2 Form of Proxy Card for the Special Meeting of Shareholders
of First Home Bancorp Inc.**
------------------
* Denotes management contract or compensatory contract, plan or arrangement.
** Previously filed.
(B) FINANCIAL STATEMENT SCHEDULES.
None required.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any fact or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
II-2
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(c)(1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use
of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other Items of the applicable
form.
(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the bylaws of the registrant, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(e) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(f) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Borough of
Wyomissing, Commonwealth of Pennsylvania, on June 22, 1998.
SOVEREIGN BANCORP, INC.
(Registrant)
By: /s/ Xxx X. Xxxxx
-------------------------------
Xxx X. Xxxxx,
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Xxx X. Xxxxx, Xxxx X. Xxxxxxx and Xxxxxx X.
Xxxxxxx, and each of them, his true and lawful attorney-in-fact, as agent with
full power of substitution and resubstitution for him and in his name, place and
xxxxx, in any and all capacity, to sign any or all amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as they might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman and Director June 22, 1998
----------------------------
Xxxxxxx X. Xxxx
/s/ Xxx X. Xxxxx Director, President and Chief Executive June 22, 1998
---------------------------- Officer (Principal Executive Officer)
Xxx X. Xxxxx
* Director June 22, 1998
----------------------------
Xxxx X. Xxxxx
* Director June 22, 1998
----------------------------
Xxxxx X. Xxxxxxxxxxx
* Director June 22, 1998
----------------------------
Xxxxxxx X. Xxxxxxx
* Director June 22, 1998
----------------------------
Xxxxxx X. Xxxxxxxxx
* Director June 22, 1998
----------------------------
Xxxxxxx X. Xxxxxx
* Director June 22, 1998
----------------------------
G. Xxxxxx Xxxxxx
/s/ Xxxxxx X. Xxxxx Chief Financial Officer June 22, 1998
----------------------------
Xxxxxx X. Xxxxx
* Chief Accounting Officer June 22, 1998
----------------------------
Xxxx X. XxXxxxxx
*By: /s/ Xxx X. Xxxxx
------------------------
Attorney-in-Fact
II-4
EXHIBIT INDEX
NUMBER DESCRIPTION
------ -----------
2.1 Agreement and Plan of Merger dated December 18, 1997,
between Sovereign Bancorp, Inc. and First Home Bancorp Inc.
(included as Annex A to the Proxy Statement Prospectus).
Schedules are omitted; Sovereign Bancorp, Inc. agrees to
furnish copies of such schedules to the Commission upon
request.
2.2 Stock Option Agreement dated December 18, 1997, between
Sovereign Bancorp, Inc. and First Home Bancorp Inc.
(included as Annex B to the Proxy Statement/Prospectus).
5.1 Opinion of Xxxxxxx & Xxx, P.C. re: Validity.*
8.1 Form of opinion of Xxxxxxx & Xxx, P.C. re: tax matters.*
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG Peat Marwick LLP.*
23.3 Consent of KPMG Peat Marwick LLP.*
23.4 Consent of Xxxxxx Xxxxxxxx LLP.*
23.5 Consent of Xxxxxxx & Xxx, P.C. (contained in Exhibit 5).*
23.6 Consent of Xxxxxxx & Xxx., P.C.*
23.7 Consent of RP Financial, LC.
23.8 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney of Directors and Officers (included on
signature page hereof).
99.1 Form of Opinion of RP Financial, LC dated June 26, 1998
(included as Annex C to Proxy Statement/Prospectus).
99.2 Form of Proxy Card for the Special Meeting of Shareholders
of First Home Bancorp Inc.*
------------------
* Previously filed.
II-5
