As filed with the Securities and Exchange Commission on November 8, 1996
---------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(Final Amendment)
JEFFERSON BANKSHARES, INC.
(Name of issuer)
JEFFERSON BANKSHARES, INC.
(Name of Person(s) Filing Statement)
Common Stock, $2.50 Par Value Per Share
(Title of Class of Securities)
472387109
(CUSIP Number of Class of Securities)
William M. Watson, Jr., Esq.
123 East Main Street
Post Office Box 711
Charlottesville, Virginia 22902
(804) 972-1100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
----------------------
Copies to
Robert E. Stroud, Esq.
McGuire, Woods, Battle & Boothe, L.L.P.
418 East Jefferson Street
Post Office Box 1288
Charlottesville, Virginia 22902
(804) 977-2500
(Agent for Service of Process)
----------------------
September 26, 1996
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of filing fee
$35,000,000 $7,000
*Calculated solely for the purpose of determining the filing fee, based upon the
purchase of 1,250,000 shares at $28.00 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.
<TABLE>
<S> <C>
Amount Previously Paid: 7,000 Filing Party: Jefferson Bankshares, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: September 26, 1996
</TABLE>
<PAGE>
This Final Amendment amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated September 26, 1996 as amended by Amendments
No. 1, 2 and 3 thereto, relating to the offer by Jefferson Bankshares, Inc. (the
"Company") to purchase up to 1,250,000 shares of the Company's common stock,
$2.50 par value per share (the "Shares"), at prices specified by tendering
shareholders not in excess of $28.00 nor less than $25.00 per Share, in cash,
net to the shareholders, upon the terms and subject to the conditions set forth
in the Company's Offer to Purchase dated September 26, 1996 and in the related
Letter of Transmittal. Capitalized terms used herein but not otherwise defined
shall have the meanings assigned to such terms in the Issuer Tender Offer
Statement.
On November 1, 1996, the Company announced that, based on a preliminary
count of approximately 1,220,000 shares tendered, it had accepted for purchase
all Shares tendered at a price of $28.00 per Share, in accordance with the terms
of the Offer. On November 1, 1996, the Company issued a press release announcing
these preliminary results, a copy of which was filed as Exhibit (a)(14) to
Amendment No. 3 to the Issuer Tender Offer Statement.
A total of 1,235,690 Shares were validly tendered and not withdrawn at
or below the $28.00 per Share Purchase Price, including Shares for which
certificates were delivered to the Depositary pursuant to the Offer's guaranteed
delivery procedures. The Company will purchase all of the Shares tendered in the
Offer. Following purchase of the 1,235,690 Shares, the Company will have
approximately 13,900,000 shares of Common Stock issued and outstanding.
Item 9. Material to Be Filed as Exhibits.
Item 9 is hereby amended to include the following additional exhibit:
(a)(15) Text of Press Release issued by the Company, dated November 8,
1996.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Final Amendment to Schedule 13E-4 is
true, complete and correct.
November 8, 1996 JEFFERSON BANKSHARES, INC.
By: O. Kenton McCartney
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(a)(15) Text of Press Release issued by the Company, dated November 8, 1996.
Jefferson
Bankshares, Inc. NEWS
123 EAST MAIN STREET, CHARLOTTESVILLE, VA 22902
CONTACTS: Donald W. Fulton, Jr. Maria Weisensee
Vice-President-Investor Relations Georgeson & Company, Inc.
804-972-1115 212-440-9847
For Release: Immediate
November 8, 1996
Jefferson Bankshares, Inc. Announces
Final Results of Tender Offer
Charlottesville, VA ... Jefferson Bankshares, Inc. (NASDAQ NMS: JBNK) announced
today the final results of the Modified Dutch Auction Tender Offer that it began
September 26, 1996. The tender offer expired at 5:00 p.m. New York City time,
Friday, November 1, 1996. Jefferson purchased 1,235,690 shares of its common
stock, or 99 percent of the 1,250,000 shares it sought to purchase, at a price
of $28 per share. The Depositary for the offer, the Bank of New York, will begin
issuing payment today, November 8, 1996, for shares purchased under the tender
offer. Goldman, Sachs & Co. acted as the Dealer Managers for the tender offer.
At September 30, 1996, Jefferson had 15.1 million shares of common stock
outstanding. Shares tendered represent approximately 8.2 percent of the shares
outstanding. Following the purchase, Jefferson will have approximately 13.9
million shares outstanding.
Jefferson Bankshares, Inc. is a bank holding company based in
Charlottesville, Virginia and has approximately $2.1 billion in total assets.
Its subsidiary bank, Jefferson National Bank, has 95 banking offices covering a
significant portion of Virginia.
