As filed with the Securities and Exchange Commission on March 8, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
HEMLOCK FEDERAL FINANCIAL CORPORATION
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(Name of Subject Company (issuer))
HEMLOCK FEDERAL FINANCIAL CORPORATION
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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)
423666 10 6
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(CUSIP Number of Class of Securities)
Maureen G. Partynski
Hemlock Federal Financial Corporation
5700 West 159th Street
Oak Forest, Illinois 60452
(708) 687-9400
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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
February 1, 2000
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(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee
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$6,790,000 $1,358
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* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 388,000 shares at the maximum tender offer price of $17.50
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: $1,358 Filing Party: Hemlock Federal Financial
Corporation
Form or Registration No.: Schedule TO Date Filed: February 1, 2000
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 March
3, 2000; and (9) text of Press Release issued by the
Company, dated March 8, 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.
Date: March 8, 2000 HEMLOCK FEDERAL FINANCIAL CORPORATION
By: /s/ Maureen G. Partynski
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Maureen G. Partynski
Chairman and Chief Executive Officer
<PAGE>
Exhibit (a)(2)-8
HFFC HEMLOCK FEDERAL
FINANCIAL CORPORATION
For more information contact: FOR IMMEDIATE RELEASE
Michael R. Stevens, President March 3, 2000
(708) 687-9400
HEMLOCK FEDERAL FINANCIAL CORPORATION
ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER
Oak Forest, Illinois -- Hemlock Federal Financial Corporation, (NASDAQ
NMS: HMLK) announced today preliminary results of the Modified Dutch Auction
Tender Offer that expired on Wednesday, March 1, 2000 at 5:00 p.m. New York City
time. Based on preliminary count, 420,355 shares are expected to be purchased.
Subject to verification, the price will be $15 per share for all shares
purchased in the tender. Both the number of shares and the share price set forth
above are preliminary and are subject to verification by Registrar and Transfer
Company, 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 the
payment for all shares purchased will be made on or about Wednesday, March 8,
2000.
The tender offer was commenced on February 1, 2000. Under the terms of
the offer, Hemlock Federal Financial Corporation originally offered to
repurchase up to 388,000 shares of its common stock within a price range of
$15.00 per share to $17.50 per share (with the ability to repurchase up to an
additional 2% of the outstanding shares, as desired). Based in the preliminary
results, the value of the shares to be purchased will be $6.3 million. The
preliminary number of shares to be purchased represents approximately 26% of
Hemlock Federal Financial Corporation's 1,617,762 shares of common stock
outstanding on March 2, 2000.
Hemlock Federal Financial Corporation is a savings and loan holding
company in Oak Forest, Illinois and has approximately $229 million in total
assets. Its subsidiary bank, Hemlock Federal Bank for Savings, has 4 banking
offices serving Cook County, Illinois.
END.
<PAGE>
Exhibit (a)(2)-9
HFFC HEMLOCK FEDERAL
FINANCIAL CORPORATION
For more information contact: FOR IMMEDIATE RELEASE
Michael R. Stevens, President March 8, 2000
(708) 687-9400
HEMLOCK FEDERAL FINANCIAL CORPORATION
ANNOUNCES FINAL RESULTS OF TENDER OFFER
Oak Forest, Illinois -- Hemlock Federal Financial Corporation, (NASDAQ
NMS: HMLK) announced today final results of the Modified Dutch Auction Tender
Offer that expired on Wednesday, March 1, 2000 at 5:00 p.m. New York City time.
Consistent with preliminary results released on March 3, 2000, 419,947 shares
will be purchased at $15 per share. The final result represents approximately a
98% proration of shares tendered at that price. The value of the shares to be
purchased is $6.3 million and the number of shares to be purchased represents
approximately 26% of Hemlock Federal Financial Corporation's shares of common
stock outstanding on March 8, 2000. After the transaction, there will be
1,197,815 shares of common stock outstanding.
The tender offer was commenced on February 1, 2000. Under the terms of
the offer, Hemlock Federal Financial Corporation originally offered to
repurchase up to 388,000 shares of its common stock within a price range of
$15.00 per share to $17.50 per share (with the ability to repurchase up to an
additional 2% of the outstanding shares, as desired.)
"We are pleased with the success of the tender offer," stated Chairman
and CEO Maureen G. Partynski. "At the price level at which the shares were
repurchased, this transaction is accretive to both book value and earnings per
share."
Hemlock Federal Financial Corporation is a savings and loan holding
company based in Oak Forest, Illinois and has approximately $229 million in
total assets. Its subsidiary bank, Hemlock Federal Bank for Savings has 4
banking offices serving Cook County, Illinois.
END.
