-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IDOYpNrUi47xhE1Z7qAWLMz+ieBD7MqMmKoWD0Pn92ibrPVjEtN4fGmxdXGKdAH0 8s/3HZK1oLX5Oq2qd3+mkQ== 0000950134-02-009004.txt : 20020806 0000950134-02-009004.hdr.sgml : 20020806 20020805161228 ACCESSION NUMBER: 0000950134-02-009004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020805 GROUP MEMBERS: CARL R POHLAD GROUP MEMBERS: ELOISE O POHLAD GROUP MEMBERS: ROBERT C POHLAD GROUP MEMBERS: WILLIAM M POHLAD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL MERCANTILE BANCORP CENTRAL INDEX KEY: 0000714801 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953819685 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39312 FILM NUMBER: 02719722 BUSINESS ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102772265 MAIL ADDRESS: STREET 1: 1840 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POHLAD JAMES O CENTRAL INDEX KEY: 0001060442 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 S SIXTH ST STREET 2: #8800 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 MAIL ADDRESS: STREET 1: 60 S SIXTH ST STREET 2: #8800 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13D/A 1 c70911a3sc13dza.txt AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* National Mercantile Bancorp - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 636912107 - -------------------------------------------------------------------------------- (CUSIP Number) Matthew B. Krush Faegre & Benson LLP 2200 Wells Fargo Center 90 South 7th Street Minneapolis, Minnesota 55402 (612)766-7000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 31, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO.636912107 Page 2 of 9 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Carl R. Pohlad, Trustee of the Revocable Trust of Carl R. Pohlad Created U/A dated 6/28/91 as Amended - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 154,999 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 154,999 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 154,999 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP NO.636912107 Page 3 of 9 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Eloise O. Pohlad, Trustee of the Revocable Trust of Eloise O. Pohlad Created U/A dated 6/28/91, as Amended - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 154,999 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 154,999 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 154,999 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP NO.636912107 Page 4 of 9 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James O. Pohlad - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 387,363 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 387,363 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 387,363 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP NO.636912107 Page 5 of 9 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert C. Pohlad - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 387,364 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 387,364 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 387,364 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP NO.636912107 Page 6 of 9 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William M. Pohlad - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 387,364 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 387,364 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 387,364 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- Reference is hereby made to the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "Commission") on August 16, 2001, as amended by Amendment Number 1 to Schedule 13D filed on December 12, 2001 and Amendment Number 2 to Schedule 13D filed on December 17, 2001 (the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: Except as set forth below, none of the Reporting Persons has any plans or proposals which would relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Pursuant to a Series B Convertible Perpetual Preferred Stock Purchase Agreement dated as of December 14, 2001, by and among the Issuer and James O. Pohlad, Robert C. Pohlad and William M. Pohlad, the Issuer sold (i) 334 shares of its Series B Convertible Perpetual Preferred Stock (the "Series B Preferred") to James O. Pohlad, (ii) 333 shares of its Series B Preferred to Robert C. Pohlad and (iii) 333 shares of its Series B Preferred to William M. Pohlad for a purchase price of $1,000 per share in cash. The Series B Preferred is convertible into common stock of the Issuer upon the earlier of (i) June 30, 2005 and (ii) the following events: the execution of a definitive agreement relating to a merger, consolidation or reorganization of the Issuer with or into any other entity or entities in which the holders of the Issuer's capital stock receive cash, property or securities (other than securities issued by any party to the merger, consolidation or reorganization which result in the holders of the Issuer's voting capital stock prior to the merger, consolidation or reorganization holding not less than 66.67% of the voting power of the surviving entity), or the execution of a definitive agreement relating to any sale, transfer or other disposition of all or substantially all the Issuer's assets, or adoption of any plan or arrangement relating to dissolution or liquidation of the Issuer. Pursuant to a Stock Purchase Agreement dated as of July 31, 2002, by and among Wildwood Enterprises, Inc. Profit Sharing Plan and Trust ("Wildwood") and James O. Pohlad, Robert C. Pohlad and William M. Pohlad, Wildwood plans to sell (i) 16,814 shares of Preferred Stock to James O. Pohlad, (ii) 16,813 shares of Preferred Stock to Robert C. Pohlad and (iii) 16,813 shares of Preferred Stock to William M. Pohlad for an aggregate purchase price of $750,000 payable in proportion to the number of shares purchased by each such Reporting Person. The closing of the purchase and sale of the shares of Preferred Stock is contingent upon (i) the buyers obtaining approval for the transaction from the appropriate bank regulatory agencies and (ii) the buyers obtaining the approval of the board of directors of the Issuer to the extent required by the Issuer's Articles of Incorporation or Bylaws. The closing of the purchase and sale of the shares of Preferred Stock will occur on the first business day following receipt of all necessary bank regulatory approvals and Issuer approvals. Pursuant to a Stock Purchase Agreement dated as of July 31, 2002, by and among Corporate Management Group Retirement Plan ("Corporate Management") and James O. Pohlad, Robert C. Pohlad and William M. Pohlad, Corporate Management plans to sell 10,000 shares of Common Stock to each of James O. Pohlad, Robert C. Pohlad and William M. Pohlad for an aggregate purchase price of $220,900 payable in proportion to the number of shares purchased by each such Reporting Person. The closing of the purchase and sale of the shares of the Common Stock is contingent upon (i) the buyers obtaining approval for the transaction from the appropriate bank regulatory agencies and (ii) the buyers obtaining the approval of the board of directors of the Issuer to the extent required by the Issuer's Articles of Incorporation or Bylaws. The closing of the purchase and sale of the shares of Common Stock will occur on the first business day following receipt of all necessary bank regulatory approvals and Issuer approvals. Each of the Reporting Persons acquired the shares of Preferred Stock, Common Stock and Series B Preferred such Reporting Person presently owns (the "Mercantile Stock") for investment. While none of the Reporting Persons have any contract or agreement to purchase shares of Mercantile Stock from any person except as described in this Schedule 13D, depending on various factors, including the Issuer's business affairs, prospects, financial position, price levels of shares of Mercantile Stock, conditions in the securities markets, general economic and industry conditions as well as other opportunities available to the Reporting Persons, and subject to applicable restrictions in the Issuer's Articles of Incorporation, a Reporting Person will take such actions with respect to such Reporting Person's investment in the Issuer, including the purchase of additional shares through open market purchases or privately negotiated transactions, tender offer or otherwise, as such Reporting Person deems appropriate in light of the circumstances existing from time to time. Each Reporting Person may, and reserves the right to, sell some or all holdings of Mercantile Stock in the open market or in privately negotiated transactions to one or more purchasers under appropriate circumstances. 7 of 9 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby amended by adding four new paragraphs following the last paragraph of Item 6 as follows: As further discussed in Item 4 above, pursuant to certain Stock Purchase Agreements dated as of July 31, 2002, certain of the Reporting Persons may purchase an additional 50,440 shares of Preferred Stock in the aggregate and 30,000 shares of Common Stock in the aggregate in the event that such Reporting Persons (i) obtain approval for the transactions from the appropriate bank regulatory agencies and (ii) obtain the approval of the board of directors of the Issuer for the transactions to the extent required by the Issuer's Articles of Incorporation or Bylaws. The closing of these transactions will occur on the first business day following receipt of the necessary bank regulatory approvals and Issuer approvals for each such transaction. Pursuant to the terms of the Registration Rights Agreement dated June 30, 1997, between Wildwood and the Issuer, Wildwood has the right to request that the Issuer include the shares of Common Stock owned by Wildwood at the time of the request in any registration statement proposed to be filed by the Issuer for its own account and/or upon the request or for the account of any securityholder, subject to certain limitations with respect to the number of shares that may be included. Under the terms of the Private Purchase Agreement dated February 6, 1997, as amended, between Wildwood and the Issuer, except under certain circumstances, in the event the Issuer decides to issue and sell additional shares of any capital stock or any securities convertible into capital stock or other rights to subscribe for and purchase any capital stock of the Issuer, the Issuer shall first offer to sell to Wildwood, upon the same terms and conditions as the Issuer proposed to issue and sell such securities to others, Wildwood's pro rata share of such securities. Pursuant to the Stock Purchase Agreement by and among Wildwood and James O. Pohlad, Robert C. Pohlad and William M. Pohlad discussed in Item 4, Wildwood plans to assign these rights to James O. Pohlad, Robert C. Pohlad and William M. Pohlad at the closing of the sale of the shares of Preferred Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 of the Schedule 13D is hereby amended by adding two new paragraphs following the last paragraph of Item 7 as follows: 99.10 Stock Purchase Agreement dated as of July 31, 2002, by and among Wildwood Enterprises, Inc. and James O. Pohlad, Robert C. Pohlad and William M. Pohlad. 99.11 Stock Purchase Agreement dated as of July 31, 2002, by and among Corporate Management Group Retirement Plan and James O. Pohlad, Robert C. Pohlad and William M. Pohlad. 99.12 Private Purchase Agreement between the Issuer and Wildwood Enterprises, Inc. Profit Sharing Plan and Trust dated February 6, 1997, and as amended on April 30, 1997 (incorporated by reference to Exhibit 10.23 to the Issuer's Registration Statement on Form S-2, File No. 333-21455). 8 of 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. August 5, 2002 /s/ Carl R. Pohlad - ----------------------------------------------------- ---------------------------------------------------------------- Date Signature Carl R. Pohlad, Trustee of Revocable Trust of Carl R. Pohlad Created U/A dated 6/28/91, as amended ---------------------------------------------------------------- Name/Title /s/ Eloise O. Pohlad ---------------------------------------------------------------- Signature Eloise O. Pohlad, Trustee of Revocable Trust of Eloise O. Pohlad Created U/A dated 6/28/91, as amended ---------------------------------------------------------------- Name/Title /s/ James O. Pohlad ---------------------------------------------------------------- James O. Pohlad /s/ Robert C. Pohlad ---------------------------------------------------------------- Robert C. Pohlad /s/ William M. Pohlad ---------------------------------------------------------------- William M. Pohlad
9 of 9 EX-99.10 3 c70911a3exv99w10.txt STOCK PURCHASE AGREEMENT - WILDWOOD ENTERPRISES EXHIBIT 99.10 STOCK PURCHASE AGREEMENT DATE: July 31, 2002 PARTIES: James O. Pohlad 60 S. 6th Street, Suite 3800 Minneapolis, MN 55402 and Robert C. Pohlad 60 S. 6th Street, Suite 3800 Minneapolis, MN 55402 and William M. Pohlad 60 S. 6th Street, Suite 3800 Minneapolis, MN 55402 (collectively the "Buyers") Wildwood Enterprises, Inc. ("Seller") Profit Sharing Plan and Trust c/o Corporate Management Group, Inc. 1901 Avenue of the Stars, Suite 1231 Los Angeles, CA 90067 RECITALS: A. Seller currently own 50,440 shares of Series A Preferred Stock (the "Shares") of National Mercantile Bancorp ("Company"), a corporation organized and existing under the laws of the State of California and a registered bank holding company under the Bank Holding Company Act of 1956, as amended. B. Pursuant to a Letter Agreement dated February 7, 1997 and First Amendment dated as of April 30, 1997 (collectively the "Letter Agreement"), between the Company and Seller and the Registration Rights Agreement, dated June 30, 1997 (the "Registration Rights Agreement"), between the Company and Seller, Seller acquired certain of the Shares of capital stock of the Company and certain rights in connection with those shares. 1 C. Seller desires to sell the Shares to Buyers, and Buyers desires to purchase the Shares from Seller, on the terms and subject to the conditions set forth in this Agreement, and in conjunction with such purchase and sale, Seller desires to assign all rights under the Letter Agreement and Registration Rights Agreement to Buyers, pro rata in accordance with the number of the Shares transferred to each Buyer. AGREEMENTS: IN CONSIDERATION for the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Sale and Purchase of the Shares. On the terms and subject to the conditions set forth in this Agreement, Seller hereby agrees to sell, assign and transfer the Shares to Buyers and Buyers hereby agree to purchase and receive the Shares from Sellers, free and clear of all liens, charges, claims and encumbrances on the Closing Date (defined below) at the Purchase Price (defined below). The purchase of the Shares shall be allocated among the Buyers as follows: 16,814 shares to James O. Pohlad and 16,813 shares to each of Robert C. Pohlad and William M. Pohlad. 2. Purchase Price and Terms of Payment. The total purchase price for the Shares ("Purchase Price") shall be Seven Hundred Fifty Thousand Dollars ($750,000), and shall be allocated to and payable by each Buyer in proportion to the number of the Shares allocated to each Buyer pursuant to Section 1 of this Agreement. The Purchase Price shall be paid by Buyers to Seller on the Closing Date by certified or bank cashier's check or by wire transfer to an account designated by Seller. 3. Assignment of Contract Rights. Effective on the Closing Date, Seller does hereby sell, assign and transfer to Buyers all right, title and interest in and to the rights of Seller under the Letter Agreement and the Registration Rights Agreement, including, without limitation, the rights of first refusal under Section 6.8 of the Letter Agreement and the registration rights under the Registration Rights Agreement, pro rata in accordance with the number of the Shares transferred to each Buyer. The rights so assigned shall be divided among each exercisable individually and pro rata in accordance with the number of the Shares transferred to each Buyer. 4. Closing. The closing ("Closing") of the purchase and sale of the Shares contemplated by this Agreement will take place in the offices of Sundance Capital Group, Inc., 1901 Avenue of the Stars, Suite 1100, Los Angeles, CA 90067, at 10:00 a.m. on the first business day following receipt of all necessary Company and regulatory approvals and expiration of all required waiting periods, or on such other day or at such other time or place as may mutually agreed upon by Buyer and Sellers ("Closing Date"). 2 5. Representations and Warranties of Seller. As an inducement to Buyers to purchase the Shares, Seller makes the following representations and warranties to Buyers which shall be true and correct as of the date hereof and as of the Closing Date and shall survive the Closing Date. (a) Authority for Agreement. Seller has the requisite power and authority to execute and deliver, and perform Seller's obligations under this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes the valid and legally binding obligation of Seller and is enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby, will not conflict with or result in any violation of or default under any trust, guardianship, custody or other agreement, or any understanding, instrument or order to which Seller is a party or by which the Shares or the property of Seller is bound. To the best of Seller's knowledge, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except in connection with applications or notices which Buyers must file for the prior approval of all necessary state and federal bank regulatory agencies. (b) Ownership. Seller has good and marketable title to the Shares, free and clear of all liens, charges, claims and encumbrances, and all of which have been duly authorized and validly issued and are fully paid and nonassessable. (c) Access to Information. Seller has read and understands this Agreement and has reviewed the Company's annual and quarterly financial statements, proxy statements and other publicly available documents and information and has had the opportunity to request and review such other documents, records and information as the Seller deems relevant to the transaction contemplated by this Agreement. 6. Representations and Warranties of Buyers. As an inducement to Seller to sell the Shares, Buyers make the following representations and warranties to Buyers which shall be true and correct as of the date hereof and as of the Closing Date and shall survive the Closing Date. (a) Authority for Agreement. Buyers have the requisite power and authority to execute and deliver, and perform Buyers' obligations under this Agreement. This Agreement has been duly executed and delivered by Buyers and constitutes the valid and legally binding obligation of Buyers and is enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Buyers, and the consummation of the transactions contemplated hereby, will not conflict with or result in any violation of or default under any trust, guardianship, custody or other agreement, or any 3 understanding, instrument or order to which any Buyer is a party. To the best of Buyers' knowledge, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except in connection with applications or notices which Buyers must file for the prior approval of all necessary state and federal bank regulatory agencies. 7. Covenants of Buyers and Seller. (a) Cooperation with Buyer. Seller shall cooperate with Buyer in support of Buyers' regulatory applications for prior approval of the purchase and sale contemplated by this Agreement and any required approval by the board of directors of the Company. (b) Notification of Certain Matters. Each party shall give prompt notice to the others of (i) the occurrence or nonoccurrence of any event, act or omission or the discovery of any information which would be likely to cause any representation or warranty on its part and contained in this Agreement to be materially untrue or inaccurate when made, or at any time on or before the Closing Date and (ii) any material failure of any such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (c) No Shop. During the term of this Agreement, Seller shall not solicit or entertain an offer from or negotiate with any person or entity other than Buyers with respect to the acquisition of the Shares. Sellers shall immediately notify Buyer upon receipt of any offer, proposal or request for information regarding the acquisition of the Shares. 8. Closing Contingent Upon Obtaining Regulatory and Company Approvals. As soon as practicable, but in no event later than thirty (30) days after the date all of the parties have executed this Agreement, (a) Buyers shall file notices and applications with the appropriate bank regulatory agencies, for prior approval to purchase the Shares as required by applicable laws and regulations, (b) seek the approval of the board of directors of the Company to the extent required by the Company's articles of incorporation or bylaws, and use its best efforts to obtain such approvals. Except as otherwise provided herein, all of Buyers' obligations under this Agreement are contingent upon successfully obtaining all necessary regulatory and Company approvals for the purchase of the Shares by Buyers. 9. Conditions Precedent to the Obligations of Sellers. All of the agreements and obligations of Seller under this Agreement are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent, any or all of which may be waived in whole or in part in writing by Seller: 4 (a) Buyers shall have performed and complied with all of the agreements, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (b) All necessary state and federal bank regulatory agencies have approved the acquisition of the Shares and all waiting and appeal periods prescribed by applicable law or regulation shall have expired; (c) The board of directors of the Company shall have approved the acquisition of the Shares to the extent required by the Company's articles of incorporation and bylaws; and (d) No court or governmental authority of competent jurisdiction shall have issued a permanent order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement. 10. Conditions Precedent to Obligations of Buyers. All of the agreements and obligations of Buyers under this Agreement are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent, any or all of which may be waived in whole or in part in writing by Buyers: (a) The representations and warranties of Seller set forth in this Agreement and shall have been true and correct in all material respects as of the date hereof and as of the Closing Date as if made at and as of each of such dates; (b) Seller shall have performed and complied with all of the agreements, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (c) The board of directors of the Company shall have approved the acquisition of the Shares to the extent required by the Company's articles of incorporation and bylaws; and (d) Buyers shall have received approval by all state and federal bank regulatory agencies as may be required by law for the acquisition of the Shares and all waiting and appeal periods prescribed by applicable law or regulation shall have expired, such approvals shall be consistent with the applications as described in Section 8, and no approval, licenses or consent granted by any regulatory authority shall contain any requirement, covenant or condition which materially alters or impairs the consummation of this transaction, as described in the applications, or which in the reasonable judgment of Buyers would be unduly burdensome to Buyers; 5 (e) No court or governmental authority of competent jurisdiction shall have issued a permanent order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; 11. Delivery of Documents. On the Closing Date, Buyers and Seller shall execute and/or deliver to the other party the following documents, instruments and agreements, together with such other documents, instruments and agreements as the other party (or its/their counsel) may reasonably request to consummate the purchase and sale contemplated hereby: (a) By Buyers to Seller: (i) Cash, certified or bank cashier's checks, or confirmation of the wire transfer of the amount set forth in Section 2. (b) By Seller to Buyers: (i) Stock Certificate(s) duly endorsed for transfer representing the Shares. 12. Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) By mutual written consent of Seller and Buyers; (b) By Buyers in the event of any material breach of any of the representations, warranties or covenants of Sellers contained in this Agreement; (c) By Seller in the event of any material breach of any of the covenants of Buyer contained this Agreement; (d) By either Seller or Buyers if the Closing has not occurred by November 30, 2002, which date may be extended by the mutual written agreement of the Buyer and Seller. If this Agreement is terminated, as provided in this Section 12, this Agreement will become void and there will be no liability or further obligation hereunder on the part of Buyers or Seller, except pursuant to Sections 13 and 20. Nothing contained in this Section 12 shall relieve any party from liability for any breach of this Agreement. 13. Confidentiality. Except where Buyers or Seller may be advised by counsel that disclosure is required under applicable law, Buyers or Seller shall not make, and shall advise 6 their agents not to make, any public statement concerning the transactions contemplated by this Agreement without first consulting with, and obtaining the approval of, the other parties hereto. 14. Specific Performance. Seller acknowledge and agree that irreparable damage would occur to Buyers in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, Seller agrees that Buyers shall be entitled to obtain an injunction or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which Buyers is entitled in law or in equity. 15. Amendment. No amendment, modification, termination or waiver of any provision of this Agreement will be effective unless in writing and signed by all parties. 16. Successors in Interest. This Agreement will be binding upon and inure to the benefit of the Seller and Buyers and their respective successors, heirs and permitted assigns. 17. Partial Invalidity. Any provision of this Agreement which is prohibited or unenforceable will be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. 18. Entire Agreement. Except as otherwise specified herein, this Agreement contains the entire agreement between the parties hereto with respect to the sale and purchase contemplated hereby and supersedes all prior agreements and understandings among the parties, if any, with respect to such sale and purchase. 19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota. 20. Expenses. Buyers and Seller shall each directly pay their respective expenses incurred in connection with the negotiation and preparation of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, their respective legal fees, expenses, commissions and filing fees regardless of whether such transactions are consummated. 21. Waivers. No failure or delay on the part of any party in exercising any right, power or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. 22. Assignability. Buyers and Seller may not assign any of their rights, liabilities or obligations under this Agreement without the prior written consent of the other parties hereto. 7 23. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or deposited in the United States Mail, mailed first class, certified and return receipt requested, addressed as indicated at the beginning of this Agreement. Any party may, by notice so given to the other party, change the address to which notices shall thereafter be sent. In all events, the postmark date of such notice or notices shall be deemed the effective date of such notice for all purposes hereunder. 24. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. BUYERS: /s/ James O. Pohlad ----------------------------------- James O. Pohlad /s/ Robert C. Pohlad ----------------------------------- Robert C. Pohlad /s/ William M. Pohlad ----------------------------------- William M. Pohlad SELLER: Wildwood Enterprises Inc. /s/ Robert E. Gipson ----------------------------------- By Robert E. Gipson -------------------------------- Its Vice President ------------------------------ 8 EX-99.11 4 c70911a3exv99w11.txt STOCK PURCHASE AGREEMENT - CORPORATE MANAGEMENT EXHIBIT 99.11 STOCK PURCHASE AGREEMENT DATE: July 31, 2002 PARTIES: James O. Pohlad 60 S. 6th Street, Suite 3800 Minneapolis, MN 55402 and Robert C. Pohlad 60 S. 6th Street, Suite 3800 Minneapolis, MN 55402 and William M. Pohlad 60 S. 6th Street, Suite 3800 Minneapolis, MN 55402 (collectively the "Buyers") Corporate Management Group Retirement Plan ("Seller") c/o Gipson Hoffman & Pancione 1901 Avenue of the Stars, Suite 1100 Los Angeles, CA 90067 RECITALS: A. Seller currently owns 38,126 shares of the common capital stock of National Mercantile Bancorp ("Company"), a corporation organized and existing under the laws of the State of California and a registered bank holding company under the Bank Holding Company Act of 1956, as amended. B. Seller desires to sell 30,000 shares of the common capital stock of the Company (the "Shares") to Buyers, and Buyers desires to purchase the Shares from Seller, on the terms and subject to the conditions set forth in this Agreement. 1 AGREEMENTS: IN CONSIDERATION for the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Sale and Purchase of the Shares. On the terms and subject to the conditions set forth in this Agreement, Seller hereby agrees to sell, assign and transfer the Shares to Buyers and Buyers hereby agree to purchase and receive the Shares from Sellers, free and clear of all liens, charges, claims and encumbrances on the Closing Date (defined below) at the Purchase Price (defined below). The purchase of the Shares shall be allocated among the Buyers as follows: 10,000 shares to each of James O. Pohlad, Robert C. Pohlad and William M. Pohlad. 2. Purchase Price and Terms of Payment. The total purchase price for the Shares ("Purchase Price") shall be Two Hundred Twenty Thousand Nine Hundred Dollars ($220,900), and shall be allocated to and payable by each Buyer in proportion to the number of the Shares allocated to each Buyer pursuant to Section 1 of this Agreement. The Purchase Price shall be paid by Buyers to Seller on the Closing Date by certified or bank cashier's check or by wire transfer to an account designated by Seller. 3. Closing. The closing ("Closing") of the purchase and sale of the Shares contemplated by this Agreement will take place in the offices of Gipson Hoffman & Pancione, 1901 Avenue of the Stars, Suite 1100, Los Angeles, CA 90067, at 10:00 a.m. on the first business day following receipt of all necessary Company and regulatory approvals and expiration of all required waiting periods, or on such other day or at such other time or place as may mutually agreed upon by Buyer and Sellers ("Closing Date"). 4. Representations and Warranties of Seller. As an inducement to Buyers to purchase the Shares, Seller makes the following representations and warranties to Buyers which shall be true and correct as of the date hereof and as of the Closing Date and shall survive the Closing Date. (a) Authority for Agreement. Seller has the requisite power and authority to execute and deliver, and perform Seller's obligations under this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes the valid and legally binding obligation of Seller and is enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby, will not conflict with or result in any violation of or default under any trust, guardianship, custody or other agreement, or any understanding, instrument or order to which Seller is a party or by which the Shares or the property of Seller is bound. To the best of Seller's knowledge, no consent, approval, 2 order or authorization of, or registration, declaration or filing with, any governmental authority is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except in connection with applications or notices which Buyers must file for the prior approval of all necessary state and federal bank regulatory agencies. (b) Ownership. Seller has good and marketable title to the Shares, free and clear of all liens, charges, claims and encumbrances, and all of which have been duly authorized and validly issued and are fully paid and nonassessable. (c) Access to Information. Seller has read and understands this Agreement and has reviewed the Company's annual and quarterly financial statements, proxy statements and other publicly available documents and information and has had the opportunity to request and review such other documents, records and information as the Seller deems relevant to the transaction contemplated by this Agreement. 5. Representations and Warranties of Buyers. As an inducement to Seller to sell the Shares, Buyers make the following representations and warranties to Buyers which shall be true and correct as of the date hereof and as of the Closing Date and shall survive the Closing Date. (a) Authority for Agreement. Buyers have the requisite power and authority to execute and deliver, and perform Buyers' obligations under this Agreement. This Agreement has been duly executed and delivered by Buyers and constitutes the valid and legally binding obligation of Buyers and is enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Buyers, and the consummation of the transactions contemplated hereby, will not conflict with or result in any violation of or default under any trust, guardianship, custody or other agreement, or any understanding, instrument or order to which any Buyer is a party. To the best of Buyers' knowledge, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except in connection with applications or notices which Buyers must file for the prior approval of all necessary state and federal bank regulatory agencies. 6. Covenants of Buyers and Seller. (a) Cooperation with Buyer. Seller shall cooperate with Buyer in support of Buyers' regulatory applications for prior approval of the purchase and sale contemplated by this Agreement and any required approval by the board of directors of the Company. (b) Notification of Certain Matters. Each party shall give prompt notice to the others of (i) the occurrence or nonoccurrence of any event, act or omission or the discovery of any information which would be likely to cause any representation or 3 warranty on its part and contained in this Agreement to be materially untrue or inaccurate when made, or at any time on or before the Closing Date and (ii) any material failure of any such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (c) No Shop. During the term of this Agreement, Seller shall not solicit or entertain an offer from or negotiate with any person or entity other than Buyers with respect to the acquisition of the Shares. Sellers shall immediately notify Buyer upon receipt of any offer, proposal or request for information regarding the acquisition of the Shares. 7. Closing Contingent Upon Obtaining Regulatory and Company Approvals. As soon as practicable, but in no event later than thirty (30) days after the date all of the parties have executed this Agreement, (a) Buyers shall file notices and applications with the appropriate bank regulatory agencies, for prior approval to purchase the Shares as required by applicable laws and regulations, (b) seek the approval of the board of directors of the Company to the extent required by the Company's articles of incorporation or bylaws, and use its best efforts to obtain such approvals. Except as otherwise provided herein, all of Buyers' obligations under this Agreement are contingent upon successfully obtaining all necessary regulatory and Company approvals for the purchase of the Shares by Buyers. 8. Conditions Precedent to the Obligations of Sellers. All of the agreements and obligations of Seller under this Agreement are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent, any or all of which may be waived in whole or in part in writing by Seller: (a) Buyers shall have performed and complied with all of the agreements, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (b) All necessary state and federal bank regulatory agencies have approved the acquisition of the Shares and all waiting and appeal periods prescribed by applicable law or regulation shall have expired; (c) The board of directors of the Company shall have approved the acquisition of the Shares to the extent required by the Company's articles of incorporation and bylaws; and (d) No court or governmental authority of competent jurisdiction shall have issued a permanent order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement. 4 9. Conditions Precedent to Obligations of Buyers. All of the agreements and obligations of Buyers under this Agreement are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent, any or all of which may be waived in whole or in part in writing by Buyers: (a) The representations and warranties of Seller set forth in this Agreement and shall have been true and correct in all material respects as of the date hereof and as of the Closing Date as if made at and as of each of such dates; (b) Seller shall have performed and complied with all of the agreements, covenants and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (c) The board of directors of the Company shall have approved the acquisition of the Shares to the extent required by the Company's articles of incorporation and bylaws; and (d) Buyers shall have received approval by all state and federal bank regulatory agencies as may be required by law for the acquisition of the Shares and all waiting and appeal periods prescribed by applicable law or regulation shall have expired, such approvals shall be consistent with the applications as described in Section 7, and no approval, licenses or consent granted by any regulatory authority shall contain any requirement, covenant or condition which materially alters or impairs the consummation of this transaction, as described in the applications, or which in the reasonable judgment of Buyers would be unduly burdensome to Buyers; (e) No court or governmental authority of competent jurisdiction shall have issued a permanent order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; 10. Delivery of Documents. On the Closing Date, Buyers and Seller shall execute and/or deliver to the other party the following documents, instruments and agreements, together with such other documents, instruments and agreements as the other party (or its/their counsel) may reasonably request to consummate the purchase and sale contemplated hereby: (a) By Buyers to Seller: (i) Cash, certified or bank cashier's checks, or confirmation of the wire transfer of the amount set forth in Section 2. (b) By Seller to Buyers: 5 (i) Stock Certificate(s) duly endorsed for transfer representing the Shares. 11. Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) By mutual written consent of Seller and Buyers; (b) By Buyers in the event of any material breach of any of the representations, warranties or covenants of Sellers contained in this Agreement; (c) By Seller in the event of any material breach of any of the covenants of Buyer contained this Agreement; (d) By either Seller or Buyers if the Closing has not occurred by November 30, 2002, which date may be extended by the mutual written agreement of the Buyer and Seller. If this Agreement is terminated, as provided in this Section 11, this Agreement will become void and there will be no liability or further obligation hereunder on the part of Buyers or Seller, except pursuant to Sections 12 and 19. Nothing contained in this Section 11 shall relieve any party from liability for any breach of this Agreement. 12. Confidentiality. Except where Buyers or Seller may be advised by counsel that disclosure is required under applicable law, Buyers or Seller shall not make, and shall advise their agents not to make, any public statement concerning the transactions contemplated by this Agreement without first consulting with, and obtaining the approval of, the other parties hereto. 13. Specific Performance. Seller acknowledge and agree that irreparable damage would occur to Buyers in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, Seller agrees that Buyers shall be entitled to obtain an injunction or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which Buyers is entitled in law or in equity. 14. Amendment. No amendment, modification, termination or waiver of any provision of this Agreement will be effective unless in writing and signed by all parties. 15. Successors in Interest. This Agreement will be binding upon and inure to the benefit of the Seller and Buyers and their respective successors, heirs and permitted assigns. 6 16. Partial Invalidity. Any provision of this Agreement which is prohibited or unenforceable will be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. 17. Entire Agreement. Except as otherwise specified herein, this Agreement contains the entire agreement between the parties hereto with respect to the sale and purchase contemplated hereby and supersedes all prior agreements and understandings among the parties, if any, with respect to such sale and purchase. 18. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota. 19. Expenses. Buyers and Seller shall each directly pay their respective expenses incurred in connection with the negotiation and preparation of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, their respective legal fees, expenses, commissions and filing fees regardless of whether such transactions are consummated. 20. Waivers. No failure or delay on the part of any party in exercising any right, power or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. 21. Assignability. Buyers and Seller may not assign any of their rights, liabilities or obligations under this Agreement without the prior written consent of the other parties hereto. 22. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or deposited in the United States Mail, mailed first class, certified and return receipt requested, addressed as indicated at the beginning of this Agreement. Any party may, by notice so given to the other party, change the address to which notices shall thereafter be sent. In all events, the postmark date of such notice or notices shall be deemed the effective date of such notice for all purposes hereunder. 23. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. BUYERS: /s/ James O. Pohlad --------------------------------------- James O. Pohlad /s/ Robert C. Pohlad --------------------------------------- Robert C. Pohlad /s/ William M. Pohlad --------------------------------------- William M. Pohlad SELLER: Corporate Management Group Retirement Plan /s/ Robert E. Gipson --------------------------------------- By Robert E. Gipson ------------------------------------ Its Vice President --------------------------------- 7 -----END PRIVACY-ENHANCED MESSAGE-----