EX-99.1 17 c95861exv99w1.htm ENGAGEMENT LETTER - RP FINANCIAL LC RE: BUSINESS PLAN SERVICES exv99w1
 

Exhibit 99.1

     
RP® FINANCIAL, LC.
   
     
Financial Services Industry Consultants
   

February 10, 2005

Mr. Donald J. Stephens
Chairman, President and Chief Executive Officer
Wauwatosa Savings Bank
7500 West State Street
Wauwatosa, Wisconsin 53213

Dear Mr. Stephens:

     This letter sets forth the agreement between Wauwatosa Savings Bank, Wauwatosa, Wisconsin (the “Bank”), and RP® Financial, LC. (“RP Financial”), whereby the Bank has engaged RP Financial to prepare the regulatory business plan and financial projections to be adopted by the Board of Directors in conjunction with the “Minority Stock Issuance” by a newly-chartered mid-tier stock holding company formed in conjunction with the mutual holding company reorganization (“Reorganization”) and Minority Stock Issuance. These services are described in greater detail below.

Description of Proposed Services

     RP Financial’s business planning services will include the following areas: (1) evaluating the Bank’s current financial and operating condition, business strategies and anticipated strategies in the future; (2) analyzing and quantifying the impact of business strategies, incorporating the use of net offering proceeds both in the short and long term; (3) preparing detailed financial projections on a quarterly basis for a period of at least three fiscal years to reflect the impact of Board approved business strategies and use of proceeds; (4) preparing the written business plan document which conforms with applicable regulatory guidelines including a description of the use of proceeds and how the convenience and needs of the community will be addressed; and (5) preparing the detailed schedules of the capitalization of the Bank and mutual holding company and related cash flows.

     Contents of the business plan will include: Executive Summary; Description of Business; Marketing Plan; Management Plan; Records, Systems and Controls; Financial Management Plan; Monitoring and Revising the Plan; and Alternative Business Strategy.

     RP Financial agrees to prepare the business plan and accompanying financial projections in writing such that the business plan can be filed with the appropriate regulatory agencies prior to filing the appropriate applications.

     
 
 
Washington Headquarters    
Rosslyn Center
  Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210
  Fax No.: (703) 528-1788
Arlington, VA 22209
  Toll-Free No.: (866) 723-0594
www.rpfinancial.com
  E-Mail: wpommerening@rpfinancial.com

 


 

Mr. Donald J. Stephens
February 10, 2005
Page 2

Fee Structure and Payment Schedule

     The Bank agrees to compensate RP Financial for preparation of the business plan on a fixed fee basis of $20,000. Payment of the professional fees shall be made upon delivery of the completed business plan.

     The Bank also agrees to reimburse RP Financial for those direct out-of-pocket expenses necessary and incidental to providing the business planning services. Reimbursable expenses will likely include shipping, telephone/facsimile printing, computer and data services, and shall be paid to RP Financial as incurred and billed. RP Financial will agree to limit reimbursable expenses in conjunction with the appraisal engagement, subject to written authorization from the Bank to exceed such level.

     In the event the Bank shall, for any reason, discontinue this planning engagement prior to delivery of the completed business plan and payment of the progress payment fee, the Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the fixed fee described above, plus reimbursable expenses incurred.

     If during the course of the planning engagement, unforeseen events occur so as to materially change the nature or the work content of the business planning services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events may include changes in regulatory requirements as it specifically relates to the Bank or potential transactions that will dramatically impact the Bank such as a pending acquisition or branch transaction.

* * * * * * * * * * *

     Please acknowledge your agreement to the foregoing by signing as indicated below and returning to RP Financial a signed copy of this letter.
         
  Sincerely,
 
 
 
       /s/ William E. Pommerening    
  William E. Pommerening   
  Chief Executive Officer and
Managing Director 
 
 

             
Agreed To and Accepted By:
  Donald J. Stephens /s/ Donald J. Stephens    
             
    Chairman, President and Chief Executive Officer    
 
           
Date Executed: April 18, 2005