27
Exhibit G
Letter of intent between UTI and Xx. Xxxxxxx, on behalf of the
shareholders of North Plaza of Somerset, Inc.
28
EXHIBIT G
December 7, 1999
United Trust Group, Inc.
0000 Xxxxx Xxxxx Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Gentlemen:
This letter sets forth our understanding concerning the acquisition of United
Trust Group, Inc. ("UTG") of 100% of the outstanding shares of common stock of
North Plaza of Somerset, Inc. ("North Plaza). The acquisition would be
accomplished by UTG issuing 681,818 shares of its common stock to the
shareholders of North Plaza in exchange for all of the outstanding shares of
North Plaza.
The transaction would be evidenced by an acquisition agreement that will have
representations, warranties, terms and conditions customary for transactions of
a similar size and nature, including:
1. The acquisition qualifying as a tax-free reorganization
pursuant to the provisions of the Internal Revenue Code.
2. North Plaza having good and unencumbered title to those assets
set forth on Exhibit A attached hereto.
3. North Plaza having no liabilities as of the closing of the
transaction except for those identified in Exhibit A.
4. The parties having received all regulatory approvals and
clearances and all applicable waiting periods having expired.
5. The Board of Directors of UTG having approved the acquisition.
6. Each of the shareholders of North Plaza having executed the
acquisition agreement.
7. There having been no material adverse change in the business,
operations, financial condition or prospects of UTG or North
Plaza prior to closing.
29
United Trust Group, Inc.
December 7, 1999
Page 2
The parties acknowledge that, because of the share ownership of Xxxx Xxxxxxx in
North Plaza and UTG, a premerger notification filing must be made with the U.S.
Department of Justice and Federal Trade Commission pursuant to the Xxxx Xxxxx
Xxxxxx Antitrust Improvements Act. The parties agree to cooperate in the
preparation and submission of such filing. The parties also acknowledge that the
shares of common stock issued by UTG will be restricted securities.
This letter is not intended to create a legally binding obligation on the part
of any of the parties. It is intended merely as an expression of the preliminary
understandings and designs of the parties.
If the foregoing accurately describes our understanding, please execute this
letter in the space provided below.
HAVE READ AND AGREED TO THIS
7th DAY OF DECEMBER, 1999.
United Trust Group, Inc.
By: /S/ XXXXXX X. XXXXXXX /S/ XXXX XXXXXXX
XXXXXX X. XXXXXXX XXXX XXXXXXX, for and on
Executive Vice President behalf of the shareholders
and Secretary of North Plaza of Somerset, Inc.
