As filed with the Securities and Exchange Commission on April 5, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
Schedule TO
Tender Offer Statement under Section 14(d)(1) or
Section 13(e)(1) of the Securities Exchange Act of 1934
PS FINANCIAL, INC.
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(Name of Subject Company (issuer))
PS FINANCIAL, INC. - ISSUER
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(Names of Filing Persons (identifying status as offeror, issuer
or other person))
Commons Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
74437V109
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(CUSIP Number of Class of Securities)
Kimberly P. Rooney
PS Financial, Inc.
4800 South Pulaski Road
Chicago, Illinois 60632
(773) 376-3800
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(Name, address, and telephone numbers of person
authorized to receive notices and communications on
behalf of filing persons)
Copies to:
Martin L. Meyrowitz, P.C.
Beth A. Freedman
Silver, Freedman & Taff, L.L.P.
1100 New York Avenue, N.W.
Washington, D.C. 20005
(202) 414-6100
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March 1, 2000
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee
- ------------------------------------ ---------------------------------
$4,840,941 $969
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* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 333,858 shares at the maximum tender offer price of $14.50 per
share.
[X] Check the 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: $969 Filing Party: PS Financial, Inc.
Form or Registration No.: Schedule TO Date Filed: March 1, 2000
5-49479
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<PAGE>
Item 11. Additional Information.
The information set forth in the Offer to Purchase and Letter of
Transmittal, as modified by the information on the press releases
contained at Item 12(a), is incorporated herein by reference.
Item 12. Exhibits.
(a) (2) (8) Text of Press Release issued by the Company, dated April 3,
2000; and
(9) text of Press Release issued by the Company, dated April 5,
2000.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
April 5, 2000 PS FINANCIAL, INC.
By: /s/ Kimberly P. Rooney
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Kimberly P. Rooney
President and Chief Executive Officer
<PAGE>
Exhibit (a)(2)-8
CONTACT:
Kimberly P. Rooney, CEO/President
PS Financial, Inc.
(773) 376-3800
IMMEDIATE RELEASE: April 3, 2000
PS FINANCIAL, INC. ANNOUNCES
PRELIMINARY RESULTS OF TENDER OFFER
Chicago, Illinois ... PS Financial, Inc. (NASDAQ NMS: PSFI) announced
today preliminary results of the modified dutch auction tender offer that
expired on Wednesday, March 29, 2000. Approximately 423,000 shares were tendered
at $12.00 per share. PS Financial expects to purchase 367,244 of these shares,
which represents approximately an 87% proration for shares tendered at that
price. Both the number of shares and the share price set forth above are
preliminary and are subject to verification by First Bankers Trust Co., which
acted as the depositary in the offer. The actual number of shares to be
purchased and the price per share will be announced within several days upon
completion of the verification process. It is currently expected that payment
for all shares purchased will be made on or about Wednesday, April 5, 2000.
The tender offer was commenced on March 1, 2000. Under the terms of the
offer, PS Financial, Inc. originally offered to repurchase up to 333,858 shares
of its common stock within a price range of $12.00 per share to $14.50 per share
(with the ability to repurchase up to an additional 2% of the outstanding
shares, as desired). Based upon the preliminary results, the value of the shares
to be purchased will be $4.4 million. The preliminary number of shares to be
purchased represents approximately 22% of PS Financial, Inc.'s 1,669,290 shares
of common stock outstanding on March 31, 2000. A total of 830,368 shares were
tendered. This 22% share repurchase is one tool the company has utilized in
conjunction with regular and special cash dividends and on-going share
repurchases to enhance stockholder value. The board of directors will continue
to explore and implement all possible ways to enhance stockholder value.
PS Financial, Inc. is a savings and loan holding company based in
Chicago, Illinois, and has approximately $121 million in total assets. Its
subsidiary bank, Preferred Savings Bank, has one banking office serving the
southwest side of Chicago and Cook County, Illinois.
<PAGE>
Exhibit (a)(2)-9
CONTACT:
Kimberly P. Rooney, CEO/President
PS Financial, Inc.
(773) 376-3800
IMMEDIATE RELEASE: April 5, 2000
PS FINANCIAL, INC. ANNOUNCES
FINAL RESULTS OF TENDER OFFER
Chicago, Illinois ... PS Financial, Inc. (NASDAQ NMS: PSFI) announced today
final results of the modified dutch auction tender offer that expired on
Wednesday, March 29, 2000. Consistent with preliminary results released April 3,
2000, PS Financial, Inc. will purchase 367,244 shares at $12.00 per share. The
final result represents approximately a 91% proration of shares tendered at that
price. The value of the shares to be purchased is $4.4 million and the number of
shares to be purchased represents approximately 22% of PS Financial, Inc.'s
1,669,290 shares of common stock outstanding on April 5, 2000. After the
transaction, there will be 1,302,046 shares of common stock outstanding.
"We are pleased with the success of the tender offer," stated Chief
Executive Officer and President Kimberly P. Rooney. "At the price level at which
the shares were repurchased, this transaction is accretive to earnings per
share."
PS Financial, Inc. is a savings and loan holding company based in Chicago,
Illinois and has approximately $118 million in total assets (after completion of
the tender transaction). Its subsidiary bank, Preferred Savings Bank, has one
banking office serving the southwest side of Chicago and Cook County, Illinois.
