SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NUMBER 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934)
WESTWOOD FINANCIAL CORPORATION
(Name of Issuer)
WESTWOOD FINANCIAL CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.10 per Share
(Title of Class of Securities)
961767 10 0
---------------------------
(CUSIP Number of Class of Securities)
William J. Woods
President
Westwood Financial Corporation
700-88 Broadway
Westwood, New Jersey 07675
(201) 666-5002
With Copies to:
Samuel J. Malizia, Esq.
Lloyd H. Spencer, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
One Franklin Square
1301 K Street, N.W.
Suite 700 East
Washington, DC 20005
(202) 434-4660
(Name, Address and Telephone Number
of Persons Authorized to Receive Notices and Communications
on Behalf of Person(s) filing Statement)
November 25, 1996
(Date tender offer first published, sent or given to security holders)
<PAGE>
CALCULATION OF FILING FEE
===============================================================================
Amount of
Transaction Valuation* Filing Fee
===============================================================================
$960,000 $192.00
===============================================================================
* For purposes of calculating fee only. Based on the Offer for 64,000 shares at
the maximum tender offer price per share of $15.00.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $192 Filing Party: Westwood Financial Corporation
Form or Registration No.: Schedule 13E-4 Date Filed: November 25, 1996
2
<PAGE>
This Statement amends and supplements the Issuer Tender Offer Statement
filed on November 25, 1996 (the "Statement") relating to the tender offer by
Westwood Financial Corporation, a New Jersey corporation (the "Company"), to
purchase up to 64,000 shares of common stock, par value $0.10 per share (the
"Shares"), at prices not greater than $15.00 nor less than $14.00 per Share upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated November 25, 1996 (the "Offer to Purchase") and the related Letter of
Transmittal (which are herein collectively referred to as the "Offer"). The
Offer is being made to all holders of Shares, including officers, directors and
affiliates of the Company.
Item 9. Material to be Filed as Exhibits.
(a)(1) Form of Offer to Purchase dated November 25, 1996. *
(a)(2) Form of Letter of Transmittal. *
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees dated November 25, 1996. *
(a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees dated November 25, 1996. *
(a)(5) Form of Notice of Guaranteed Delivery. *
(a)(6) Form of Letter to Stockholders from the Chairman of the Board of the
Company dated November 25, 1996. *
(a)(7) Form of press release issued by the Company dated November 25, 1996. *
(a)(8) Form of question and answer brochure. *
(a)(9) Form of press release issued by the Company dated December 27, 1996.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- -----------------------
* Previously filed on November 25, 1996 with Schedule 13E-4
3
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: December 27, 1996.
WESTWOOD FINANCIAL CORPORATION
By: /s/ William J. Woods
--------------------------------
Name: William J. Woods
Title: President
<PAGE>
INDEX OF EXHIBITS
(a)(1) Form of Offer to Purchase dated November 25, 1996. *
(a)(2) Form of Letter of Transmittal. *
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees dated November 25, 1996. *
(a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees dated November 25, 1996. *
(a)(5) Form of Notice of Guaranteed Delivery. *
(a)(6) Form of Letter to Stockholders from the Chairman of the Board of the
Company dated November 25, 1996. *
(a)(7) Form of press release issued by the Company dated November 25, 1996. *
(a)(8) Form of question and answer brochure. *
(a)(9) Form of press release issued by the Company dated December 27, 1996.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- -----------------------
* Previously filed on November 25, 1996 with Schedule 13E-4
EXHIBIT (a)(9)
<PAGE>
LETTERHEAD OF WESTWOOD FINANCIAL CORPORATION
NEWS RELEASE
For further information on this release call
William J. Woods
Chairman
Joanne Miller
Vice President
(201) 666-5002
Westwood Financial Corporation
Share Repurchase Of Up To 64,000 Shares Extended
Westwood, New Jersey -- December 27, 1996 -- Westwood Financial Corporation
(Nasdaq - "WWFC"), the parent holding company of Westwood Savings Bank (the
"Bank") announced today that it extended its "Modified Dutch Auction"
self-tender offer which was commenced on November 25, 1996 for up to 64,000
common shares, or approximately 10 percent of its 646,672 common shares
currently outstanding. As of December 26, 1996, approximately 1,268 shares have
been tendered into the offer. The tender offer, proration period and withdrawal
rights will expire at 5:00 p.m. on January 10, 1997 unless further extended by
the Company.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of Westwood Financial Corporation common stock. The offer
is made solely by the Offer to Purchase, dated November 25, 1996, and the
related Letter of Transmittal.
