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Exhibit 99.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into this ____ day of _______________, 1998, by and between NATIONAL CITY BANK
and XXXXX X. XXXXXXX, as Trustees (the "Trustees") under Trust Agreement dated
December 10, 1986, as amended and restated and as further amended (the "Trust
Agreement"), established by Xxxx Xxxxxx, as grantor ("Seller"), PENNSYLVANIA
STATE UNIVERSITY (the "University"), XXXXX X. XXXXXXX, an individual, and XXXXX
X. XXXXXX, an individual, and CITIZENS BANCSHARES, INC., an Ohio corporation
which is a bank holding company registered under the Bank Holding Company Act of
1956, as amended ("Buyer").
WITNESSETH:
WHEREAS, Seller owns 262,066 shares of common stock (the "Shares") of
NSD Bancorp, Inc., a Pennsylvania corporation (the "Company"); and
WHEREAS, under the Trust Agreement, the Trustees are directed to
distribute to the University 45,000 of the Shares; and
WHEREAS, Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx are the sole residuary
beneficiaries under the Trust Agreement; and
WHEREAS, Seller desires to sell the Shares to Buyer and Buyer desires
to acquire the Shares from Seller; and
NOW, THEREFORE, in consideration of the premises, covenants and
agreements hereinafter set forth, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. SALE AND PURCHASE OF SHARES. Upon the terms and subject to the
conditions set forth in this Agreement, Seller shall sell, convey, assign,
transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller,
the Shares. The purchase and sale shall take place in two installments: 129,167
shares of approximately 4.99% of the issued and outstanding shares of the
Company, shall be purchased and sold upon the execution and delivery of this
agreement (the "Initial Shares"). The remaining 132,899 shares shall be
purchased and sold at the Closing (as hereinafter defined) (the "Remaining
Shares"). Upon the execution and delivery of this Agreement, Seller shall
deliver to Buyer one or more certificates representing the Initial Shares,
together with stock powers duly endorsed for transfer. At the Closing, Seller
shall deliver to Buyer one or more certificates representing the Remaining
Shares, together with stock powers duly endorsed for transfer.
2. CONSIDERATION. The consideration payable for the Shares shall be
$34.76 per share, or an aggregate of $9,109,414.16 (the "Purchase Price"). Upon
the execution and delivery of this Agreement, Buyer shall deliver $4,489,844.92
of the Purchase Price for the Initial Shares by wire transfer of immediately
available funds. At the Closing Buyer shall deliver the balance of the
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Purchase Price, or $4,619,569.24, to Seller by wire transfer of immediately
available funds pursuant to wire instructions delivered to Buyer by Seller at
least one business day prior to the date of the Closing.
3. CLOSING. The Closing with respect to the transactions provided for
in this Agreement (the "Closing") shall take place no later than three business
days following satisfaction of the conditions set forth in Section 6. Buyer
agrees to file the required notice for approval of the transaction contemplated
by this Agreement with all requisite regulatory bodies within ten (10) business
days after the execution and delivery of this Agreement.
4. REPRESENTATIONS OF SELLER. Seller represents and warrants to Buyer
as follows:
a. Seller has full right, power and authority under the Trust
Agreement to execute, deliver and perform its obligations under this Agreement.
This Agreement has been duly executed by Seller and is a valid, legally binding
and enforceable obligation of Seller.
b. The execution, delivery and performance of this Agreement by
Seller and the consummation of the transactions contemplated hereby do not (i)
require the consent, approval or authorization of any person, corporation,
partnership, joint venture or other business association or public authority; or
(ii) conflict with or result in a breach or termination of any provision of, or
constitute a default under, or result in the creation of any lien upon any of
the parties or assets of Seller pursuant to any indenture, deed of trust, lease,
contract, agreement or other instrument, or any order, judgment, award, decree,
statute, ordinance, regulation, or any other restriction of any kind or
character, to which Seller is a party, or by which Seller or any of its assets
or properties may be bound.
c. Seller owns the Shares, free and clear of any and all liens,
charges and encumbrances, except for the rights of the University and Xxxxx X.
Xxxxxxx and Xxxxx X. Xxxxxx under the Trust Agreement.
d. With the exception of Berwind Financial L.P., Seller has engaged
no broker, investment banker or agent with respect to the sale of the Shares.
Seller will indemnify and hold harmless Buyer from and against any costs and
fees of any such broker, investment broker or agent engaged or claiming to be
engaged by Seller.
5. Representations of Buyer. Buyer represents and warrants to Seller as
follows:
a. Subject to the approval of the Federal Reserve Board and the
Pennsylvania Department of Banking, Buyer has full right, power and authority to
execute, deliver and perform its obligations under this Agreement. This
Agreement has been duly executed by Buyer and is a valid, legally binding and
enforceable obligation of Buyer.
b. The execution, delivery and performance of this Agreement by
Buyer and the consummation of the transactions contemplated hereby have been
authorized by all necessary corporate action by Buyer and do not (i) require the
consent, approval or authorization of any
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person, corporation, partnership, joint venture or other business association or
public authority (except for approval by the Federal Reserve Board); or (ii)
conflict with or result in a breach or termination of any provision of, or
constitute a default under, or result in the creation of any lien upon any of
the properties or assets of Buyer pursuant to any indenture, deed of trust,
lease, contract, agreement or other instrument, or any order, judgment, award,
decree, statute, ordinance, regulation, or any other restriction of any kind or
character, to which Buyer is a party, or by which Buyer or any of its assets or
properties may be bound.
c. Buyer is purchasing the Shares for its own account for investment
purposes and not with a current view to resale. Buyer is an accredited investor
and has the requisite knowledge and experience in financial and business matters
to enable it to evaluate the merits and risks of an investment in the Shares.
d. Buyer has not engaged any broker, investment banker or agent with
respect to the purchase of the Shares. Buyer will indemnify and hold harmless
Seller from and against any costs and fees of any such broker, investment broker
or agent engaged or claiming to be engaged by Buyer.
6. Conditions Precedent to the Obligations of the Parties. The
obligations of each party under this Agreement are subject to the condition that
Buyer shall have received all necessary approvals from the Federal Reserve Board
and the Pennsylvania Department of Banking to consummate the transactions
contemplated by this Agreement. The obligations of Seller under this Agreement
are subject to the condition that the representations and warranties of Buyer
shall be true and correct as of the date of the Closing, and the obligations of
Buyer under this Agreement are subject to the condition that the representations
and warranties of Seller shall be true and correct as of the date of the
Closing.
7. Joinder. Each of the University, Xxxxx X. Xxxxxxx and Xxxxx X.
Xxxxxx agrees to the sale and purchase of the Shares contemplated by this
Agreement. The University agrees that distributions required to be made to them
under the Trust Agreement may be made in cash equal to their pro rata shares of
the Purchase Price (net of expenses of Seller in connection with the sale of the
Shares).
8. Integration. This Agreement constitutes the entire agreement among
the parties with respect to the subject matter hereof and supersedes all prior
oral and written agreements, understandings, commitments and practices among the
parties including, without limitation, that certain letter agreement dated April
20, 1998 by and among Berwind Financial, L.P. (on behalf of Seller), The
Citizens Banking Company and Buyer.
9. Non-Assignability. This Agreement and any rights pursuant hereto
shall not be assignable by Seller or Buyer without the prior written consent of
the other.
10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
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11. Applicable Law. This Agreement and the legal relations between the
parties hereto shall be governed by and in accordance with the laws of the
Commonwealth of Pennsylvania.
12. Notices. All notices and other communications which are required or
may be given under this Agreement shall be in writing and shall be deemed to
have been given if delivered personally or sent by registered or certified mail,
return receipt requested, postage prepaid:
(a) If to Buyer:
Citizens Bancshares, Inc.
00 Xxxx Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxx, President
(b) If to Seller:
Xxxxx X. Xxxxxxx
0000 Xxx Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
with a copy to:
Xxxxx X. Xxx, Xx.
Xxxxxx, Xxxxxx & Xxx
4900 USX Tower
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have duly executed and delivered this Agreement as of the date first
above written.
WITNESS/ATTEST: NATIONAL CITY BANK, as Trustee
/s/ By: /s/
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Xxxxx X. Xxx, Xx. Xxxxx X. Xxxxxxx, Trustee
/s/ By: /s/
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Xxxxx X. Xxx, Xx. National City Bank, as Trustee
By Xxxxx X. Xxxxx
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PENNSYLVANIA STATE UNIVERSITY
/s/ By: /s/
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Xxxx X. Xxxxx Xxxxx X. Xxxxxxxx
Assistant Secretary Associate Treasurer
WITNESS/ATTEST:
/s/ /s/
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Xxxxx X. Xxx, Xx. Xxxxx X. Xxxxxxx
/s/ /s/
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Xxxxx X. Xxx, Xx. Xxxxx X. Xxxxxx
CITIZENS BANCSHARES, INC.
By: /s/
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Xxxxx X. Xxxxx, President
