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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
(AMENDMENT NO. 2)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
FIRST OTTAWA BANCSHARES, INC.
(Name of Issuer)
FIRST OTTAWA BANCSHARES, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
335876108
(CUSIP Number of Class of Securities)
Joachim J. Brown
Chief Executive Officer
First Ottawa Bancshares, Inc.
701 LaSalle Street, P.O. Box 657
Ottawa, Illinois 61350
(815) 434-0044
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
Steven J. Gavin, Esq.
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
December 6, 1999
(Date Tender Offer First Published, Sent or Given to
Security Holders)
CALCULATION OF FILING FEE
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Transaction Value:* | Amount of Filing Fee:*
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$4,999,983 | $1,000
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* Calculated solely for the purpose of determining the filing fee, based
upon the purchase of 87,719 shares at the tender offer price of $57.00
per share.
/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: $1,000
Filing Party: First Ottawa Bancshares, Inc.
Form or Registration No.: Schedule 13E-4
Date Filed: December 6, 1999
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This Amendment No. 2 - Final Amendment (the "Final Amendment") amends
and supplements and constitutes the final amendment to the Issuer Tender
Offer Statement on Schedule 13E-4 originally filed on December 6, 1999 (the
"Schedule 13E-4") by First Ottawa Bancshares, Inc., a Delaware corporation
(the "Company"), with respect to the offer by the Company to purchase up to
87,719 shares (or such lesser number of shares as are properly tendered) of
its common stock, par value $1.00 per share (the "Shares"), 750,000 of which
Shares were outstanding as of December 3, 1999, at a price, net to the seller
in cash, without interest thereon, of $57.00 per share, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated December
6, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal
(which together constitute the "Offer"), copies of which are filed with the
Schedule 13E-4 as Exhibits (a)(1) and (a)(2), respectively.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended and supplemented to add the following:
The offer terminated at 12:00 midnight, Eastern time, on Thursday,
January 20, 2000.
ITEM 8. ADDITIONAL INFORMATION.
On January 27, 2000, the Company issued the press release included
herein as Exhibit (a)(8) and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Form of Offer to Purchase, dated December 6, 1999.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(4) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (including the
Instruction Form).*
(a)(5) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(6) Form of Letter to Stockholders of the Company, dated December 6,
1999, from Joachim J. Brown, Chief Executive Officer of the
Company.*
(a)(7) Press Release, dated January 11, 2000.*
(a)(8) Press Release, dated January 27, 2000.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Previously filed.
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SIGNATURE
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After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
FIRST OTTAWA BANCSHARES, INC.
By: /s/ Joachim J. Brown
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Joachim J. Brown,
Chief Executive Officer
Dated: January 27, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(1) Form of Offer to Purchase, dated December 6, 1999.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(4) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(including the Instruction Form).*
(a)(5) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(6) Form of Letter to Stockholders of the Company, dated December 6,
1999, from Joachim J. Brown, Chief Executive Officer of the
Company.*
(a)(7) Press Release, dated January 11, 2000.*
(a)(8) Press Release, dated January 27, 2000.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Previously filed.
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Exhibit 99(a)(8)
FOR IMMEDIATE RELEASE
FIRST OTTAWA BANCSHARES, INC. ANNOUNCES
FINAL RESULTS OF ISSUER TENDER OFFER
Ottawa, Illinois -- January 27, 2000 -- First Ottawa Bancshares, Inc.,
Ottawa, Illinois, the parent holding company of The First National Bank of
Ottawa, announced the final results of its offer to purchase (the "Offer") up
to 87,719 of its shares of common stock at a price of $57.00 per share, which
expired Thursday, January 20, 2000 at 12:00 midnight, Eastern time.
The final count by First Ottawa indicates that 95,720 shares were
properly tendered and not withdrawn at $57.00 per share. First Ottawa
purchased 86,373 shares at $57.00 per share. The final proration factor of
91.56 percent applies to all shares accepted for purchase, except 902
"odd-lot" shares that were purchased in full and 12,028 shares subject to
conditional tenders that were selected for purchase by random lot in
accordance with the terms of the Offer.
Payment for shares properly tendered and accepted for purchase will be
made as soon as practicable. All shares tendered and not purchased by First
Ottawa will be returned promptly to shareholders.
The shares purchased represent approximately 11.5 percent of the 750,000
shares of common stock outstanding immediately prior to the commencement of
the Offer. After purchasing the shares, the Corporation now has approximately
663,627 shares of common stock outstanding.
