EXHIBIT 1.2
FIRSTSTAR BANCORP, INC.
FIRSTSTAR CAPITAL TRUST
Maximum of $12,000,000 Adjustable Rate Preferred Securities
(Liquidation Amount $10.00 per Preferred Security)
SELECTED DEALERS AGREEMENT
--------------------------
December __, 1999
Ladies and Gentlemen:
1. We (the "Underwriter"), are offering for sale an aggregate of up to
$12,000,000 aggregate liquidation amount of Adjustable Rate Preferred Securities
(the "Securities") of First Star Capital Trust (the "Trust"), which we have
agreed to place on behalf of the Trust. The Securities and the terms under which
they are to be offered for sale by the Underwriter are more particularly
described in the Prospectus.
2. The Securities are to be offered to the public by the Underwriter at the
price per security set forth on the cover page of the Prospectus (the "Public
Offering Price"), in accordance with the terms of offering thereof set forth in
the Prospectus.
3. The Underwriter is offering, subject to the terms and conditions hereof, a
portion of the Securities for sale to certain dealers who are actually engaged
in the investment banking or securities business and who are either (i) members
in good standing of the National Association of Securities Dealers, Inc. (the
"NASD") or (ii) dealers with their principal places of business located outside
the United States, its territories and its possessions and not registered as
brokers or dealers under the Securities Exchange Act of 1934 (the "1934 Act"),
who have agreed not to make any sales of Securities within the United States,
its territories or its possessions or to persons who are nationals thereof or
residents therein (such dealers who shall agree to purchase the Securities
hereunder being herein called "Selected Dealers"), at the Public Offering Price,
less a selling concession of not in excess of $_______________ per security
payable as hereinafter provided, out of which concession an amount not exceeding
$_________________ per security may be reallowed by Selected Dealers to members
of the NASD or foreign dealers qualified as aforesaid. The Selected Dealers have
agreed to comply with all
1
applicable rules of the NASD, including the provisions of the Conduct Rules of
the NASD, and, if any such dealer is a foreign dealer and not a member of the
NASD, such Selected Dealer also has agreed to comply with the NASD's
Interpretation with Respect to Free-Riding and Withholding, to comply, as though
it were a member of the NASD, with the provisions of such Conduct Rules, and to
comply with such rules as they apply to non-member foreign dealers. The
Underwriter may be included among the Selected Dealers. The Underwriter has
agreed that, during the term of this Agreement, it will be governed by the terms
and conditions hereof whether or not such Underwriter is included among the
Selected Dealers.
4. The Underwriter shall have full authority to take such action as the
Underwriter may deem advisable in respect of all matters pertaining to the
public offering of the Securities.
5. If you desire to purchase any of the Securities, your application should
reach us promptly by telephone or telegraph at our office at 0000 Xxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxxxx 00000-0000. We reserve the right to reject subscriptions
in whole or in part, to make allotments and to close the subscription books at
any time without notice. The Securities allotted to you will be confirmed,
subject to the terms and conditions of this Agreement.
6. The privilege of subscribing for the Securities is extended to you by the
Underwriter only to the extent as it may lawfully sell the Securities to dealers
in your state or other jurisdiction.
7. Any Securities purchased by you under the terms of this Agreement may be
immediately reoffered to the public in accordance with the terms of offering
thereof set forth herein and in the Prospectus, subject to the securities or
Blue Sky laws of the various states or other jurisdictions.
You agree to pay us on demand, for our account, an amount equal to the
Selected Dealer concession as to any Securities purchased by you hereunder
which, prior to the termination of this paragraph, we may purchase or contract
to purchase for our account and, in addition, we may charge you with any
broker's commission and transfer tax paid in connection with such purchase or
contract to purchase. Any shares of Securities delivered on such repurchases
need not be the identical shares originally purchased.
You agree to advise us from time to time, upon request, of the amount
of the Securities purchased by you hereunder and remaining unsold at the time of
such request, and, if in our opinion any such Securities shall be needed to make
delivery of the Securities sold or over-allotted for our account you will,
forthwith upon our request, grant to us for our account the right, exercisable
promptly after receipt of
2
notice from you that such right has been granted, to purchase, at the Public
Offering Price less the selling concession or such part thereof as we shall
determine, such amount of said Securities owned by you as shall have been
specified in our request.
No expenses shall be charged to Selected Dealers. A single transfer
tax, if payable, upon the sale of the Securities by the Underwriters to you will
be paid when such shares of Securities are delivered to you. However, you shall
pay any transfer tax on sales of Securities by you and you shall pay your
proportionate share of any transfer tax (other than the single transfer tax
described above) in the event that any such tax shall from time to time be
assessed against you and other Selected Dealers as a group or otherwise.
Neither you nor any other person is or has been authorized to give any
information or to make any representation in connection with the sale of the
Securities other than as contained in the Prospectus.
8. The first three paragraphs of Section 7 hereof will terminate when we shall
have determined that the public offering of the Securities has been completed
and upon telegraphic notice to you of such termination, but, if not theretofore
terminated, they will terminate at the close of business on the 30th calendar
day after the date hereof; provided, however, that we shall have the right to
extend such provisions for a further period or periods, not exceeding 30
calendar days in the aggregate, upon telegraphic notice to you.
9. For the purpose of stabilizing the market in the Securities, we have been
authorized (a) to make purchases and sales of the Securities and any other
securities of the Company in the open market or otherwise, for long or short
account, (b) in arranging for sales of the Securities, to over-allot and (c) to
cover any short position or liquidate any long position incurred in connection
with such stabilization. Except as permitted by us, you will not, at any time
prior to the completion of distribution of the Securities pursuant to this
Agreement, bid for, purchase, sell or attempt to induce others to purchase or
sell, directly or indirectly, any Securities or any security of the same class
and series, or any right to purchase any such security other than (i) as
provided for in this Agreement or the Agency Agreement relating to the
Securities or (ii) purchases or sales by you of any Securities as broker on
unsolicited orders for the account of others.
You further agree at all times to comply with the provisions of
Regulation M of the Securities and Exchange Commission applicable to this
offering.
10. On becoming a Selected Dealer, and in offering and selling the Securities,
you agree to comply with all the applicable requirements of the
3
Securities Act of 1933, as amended (the "1933 Act"), and the 1934 Act. You
confirm that you are familiar with Rule 15c2-8 under the 1934 Act relating to
the distribution of preliminary and final prospectuses for securities of an
issuer (whether or not the issuer is subject to the reporting requirements of
Section 13 or 15(d) of the 1934 Act) and confirm that you have complied and will
comply therewith. You confirm also that you are familiar with Release No. 4968
of the Securities and Exchange Commission under the 1933 Act and that you have
complied with the requirements therein relating to the distribution of copies of
the Preliminary Prospectus relating to the Securities.
We hereby confirm that we will make available to you such number of
copies of the Prospectus (as amended or supplemented) as you may reasonably
request for the purposes contemplated by the 1933 Act or the 1934 Act, or the
rules and regulations thereunder.
11. You acknowledge and agree that the Securities may be sold only to
"accredited investors" as such term is defined in Rule 501 of Regulation D
promulgated pursuant to the 1933 Act. You further understand that the Securities
have not been qualified for sale in any state or other jurisdictions under their
respective securities or blue sky laws and you must rely on an exemption from
such qualification. We do not assume any obligation or responsibility as to the
right of any Selected Dealer to sell the Securities in any state or other
jurisdiction or as to the eligibility of the Securities for sale therein.
12. No Selected Dealer is authorized to act as our agent or otherwise to act on
our behalf in offering or selling the Securities to the public or otherwise or
to furnish any information or make any representation except as contained in the
Prospectus.
13. Nothing will constitute the Selected Dealers an association or other
separate entity or partners with us, or with each other, but you will be
responsible for your share of any liability or expense based on any claim to the
contrary. We shall not be under any liability for or in respect of the value of
the Securities or the validity or form thereof, or for or in respect of the
delivery of the Securities, or for the performance by anyone of any agreement on
its part, or for the qualification of the Securities for sale under the laws of
any jurisdiction or their exemption from such qualification, or for or in
respect of any other matter relating to this Agreement, except for lack of good
faith and for obligations expressly assumed by us in this Agreement; and no
obligation on our part shall be implied herefrom. The foregoing provisions shall
not be deemed a waiver of any liability imposed under the 1933 Act.
4
14. Payment for the Securities sold to you hereunder is to be made at the Public
Offering Price less the above-mentioned selling concession at such time and on
such date as we may advise, at the office of Xxxxxx Xxxxxxx, 1703 Oregon Pike,
Lancaster, Pennsylvania, by wire transfer of immediately available funds, to
Xxxxxx Xxxxxxx, Account No. ________________, against delivery of the
Securities. If you are a member of, or clear through a member of, The Depository
Trust Company ("DTC"), we may, in our discretion, deliver your Securities
through the facilities of DTC.
Any notice from us to you shall be deemed to have been duly given if
mailed, delivered or telecopied to you at the address to which this Agreement is
mailed. Notices to us should be addressed and mailed or delivered to us at
Xxxxxx Xxxxxxx, 0000 Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention:
Xxxxxx Xxxx; Telephone Number: (000) 000-0000; Telecopy Number: (000) 000-0000
This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania.
Please confirm your agreement hereto by signing and returning the
confirmation accompanying this letter at once to us at Xxxxxx Xxxxxxx, 0000
Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention: Xxxx X. Xxxxxxx. The
enclosed duplicate copy will evidence the Agreement between us.
Very truly yours,
XXXXXX XXXXXXX, a Division of Xxxxxx Xxxxxxx Incorporated
By:
-----------------------------------------------------
5
Agreed to and accepted:
[Name of Firm)
By: Date:
-------------------------- -----------------------------
-----------------------------
[title}
6
