SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NUMBER 2
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 as amended on December 27, 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. *
(a)(10) Form of press release issued by the Company dated January 13, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- ------------------
* Previously filed
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: January 13, 1997.
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. *
(a)(10) Form of press release issued by the Company dated January 13, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- ------------------
* Previously filed
EXHIBIT (a)(10)
<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 Preliminary Results
Westwood, New Jersey -- January 13, 1997 -- Westwood Financial Corporation
(Nasdaq - "WWFC"), the parent holding company of Westwood Savings Bank (the
"Bank") announced today that the "Modified Dutch Auction" self-tender offer
which was commenced on November 25, 1996 and extended on December 27, 1996
expired at 5:00 p.m., Eastern time, January 10, 1997. Shareholders tendered
approximately 1,431 shares. It appears that the purchase price will be $15.00
per share. The numbers and prices set forth above are subject to verification in
the final count, which is not expected to be completed for several days.
