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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
(AMENDMENT NO. 1)
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. 1 amends and supplements 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 8. ADDITIONAL INFORMATION.
On January 11, 2000, the Company issued the press release included
herein as Exhibit (a)(7) 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.
(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 11, 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.
(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)(7)
FIRST OTTAWA BANCSHARES, INC. ANNOUNCES
EXTENSION OF ISSUER TENDER OFFER
Ottawa, Illinois -- January 11, 2000 -- First Ottawa Bancshares, Inc.,
Ottawa, Illinois, the parent holding company of The First National Bank of
Ottawa, announced that the Corporation on Monday, January 10, 2000, extended
its offer to purchase (the "Offer") up to 87,719 shares of its common stock
at a purchase price of $57.00 per share until January 20, 2000 at 12:00
midnight, Eastern time.
The Offer commenced on December 6, 1999. Approximately 53,553 shares
have been tendered through the close of business on Monday, January 10, 2000.
The Corporation extended the Offer to provide its shareholders more time to
consider and respond to the Offer.
In accordance with applicable rules, persons tendering shares pursuant
to the Offer, may withdraw tendered shares at any time prior to termination
of the Offer and, if not yet accepted for payment, at any time after the
expiration of 40 business days from the commencement of the Offer.
