On the even of a planned meeting today of NS&T Bank directors, at which time a proposal to acquire stock of Security National Bank is scheduled to be discussed, major owners of Security announced an agreement that appears designed to protect against an unfriendly takeover.
Security President Thomas Schaefer revealed that his bank was informed by a number of substantial stockholders -- owning about 30 percent of Security's 400,000 shares -- that they have given one another rights of rist refusal covering their shares.
This means that "if any party wants to accept a bona fide offer to purchase his or her bank shares, he or she must first offer them at the same price to other parties to the agreement," Schaefer's announcement said.
Translated from the language of lawyers who drew up the statement, Security's announcement apparently means that any owner of Security stock who signed the agreement must offer shares first to the whole group but not to individual members.
Schaefer said the bank itself, which is the target of several takeover or merger proposals, is not a party to the arrangement announced last night. He said the bank was advised that as of yesterday 14 persons or family groups with about 30 percent of the bank's stock had signed the unusual accord. It is possible that several other stockholders may sign up, he added.
One of the individuals who signed the agreement is Washington Bank Chairman and principal owner Leo Bernstein. On July 22, Washington Bank and Security announced an agreement on merge. That was the same day that Security directors turned down a bid from James Madison Ltd., parent firm of Madison National Bank to pay $60 a share for up to 44 percent of Security shares. Under the Washington-Security accord, Bernstein would become chairman of the combined bank and its largest stockholder.
In a statement last night, Bernsteinsaid the right of first refusal agreement is "intended to enable the signatories to act cooperatively in relation to the future of Security National Bank."