As filed with the Securities and Exchange Commission on November 1, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(Amendment No. 2)
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>
Jefferson Bankshares, Inc. hereby submits for filing this Amendment No. 2
dated November 1, 1996, to its Schedule 13E-4, originally filed via EDGAR on
September 26, 1996. This Amendment No. 2 reflects (1) changes in the
priority-of-purchase and proration provisions of the Offer to Purchase; (2) the
extension of the Offer; and (3) the filing of additional Exhibit (a)(12).
Item 9. Material to Be Filed as Exhibits.
(a)(1) Amended Form of Offer to Purchase, dated September 26, 1996
(12) Text of Press Release issued by the Company, dated November 1,
1996, announcing the extension of the Offer until 5:00 p.m.
New York City time, November 1, 1996.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this ameneded Schedule 13E-4 is true, complete
and correct.
November 1, 1996 JEFFERSON BANKSHARES, INC.
By: O. Kenton McCartney
President and Chief Executive Officer
[Exhibit (a)(1)]
JEFFERSON BANKSHARES, INC. [LOGO]
Offer to Purchase for Cash up to
1,250,000 Shares of its Common Stock
At a Purchase Price Not in Excess of $28.00
Nor less than $25.00 per Share
- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL
RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 1, 1996,
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
Jefferson Bankshares, Inc., a Virginia corporation (the "Company"), hereby
invites its shareholders to tender shares of its Common Stock, $2.50 par value
per share (the "Shares"), at prices not in excess of $28.00 nor less than $25.00
per Share in cash, as specified by shareholders tendering their Shares, upon the
terms and subject to the conditions set forth herein and in the related Letter
of Transmittal (which together constitute the "Offer"). Each shareholder
desiring to tender Shares must specify in the Letter of Transmittal the price
(not more than $28.00 nor less than $25.00 per Share) at which such shareholder
is willing to have his or her Shares purchased by the Company. The Company will
determine the single price per Share (the "Purchase Price"), not in excess of
$28.00 nor less than $25.00 per Share, that it will pay for Shares properly
tendered pursuant to the Offer, taking into account the number of Shares so
tendered and the prices specified by tendering shareholders. The Company will
select the lowest Purchase Price that will allow it to buy 1,250,000 Shares (or
such lesser number of Shares as are properly tendered at prices not in excess of
$28.00 nor less than $25.00 per Share). All Shares properly tendered at prices
at or below the Purchase Price and not withdrawn will be purchased at the
Purchase Price, subject to the terms and the conditions of the Offer, including
the proration and conditional tender provisions. All Shares acquired in the
Offer will be acquired at the Purchase Price. The Company reserves the right, in
its sole discretion, to purchase more than 1,250,000 Shares pursuant to the
Offer. See Section 15.
THIS OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED IN THE OFFER. SEE SECTION 7.
The Shares are traded on the Nasdaq National Market. On September 25, 1996,
the last full trading day on the Nasdaq National Market prior to the
announcement and commencement of the Offer, the closing price as reported on the
Nasdaq National Market was $24.50 per Share. SHAREHOLDERS ARE URGED TO OBTAIN
CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 8.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER.
HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES,
AND NEITHER HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION.
SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER,
CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR
PRICES AT WHICH TO TENDER.
IMPORTANT
Any shareholder wishing to tender all or any part of his or her Shares should
either (a) complete and sign a Letter of Transmittal (or a facsimile thereof) in
accordance with the instructions in the Letter of Transmittal and either mail or
deliver it with any required signature guarantee and any other required
documents to The Bank of New York (the "Depositary"), and either mail or deliver
the stock certificates for such Shares to the Depositary (with all such other
documents) or tender such Shares pursuant to the procedure for book-entry tender
set forth in Section 3, or (b) request a broker, dealer, commercial bank, trust
company or other nominee to effect the transaction for such shareholder. Holders
of Shares registered in the name of a broker, dealer, commercial bank, trust
company or other nominee should contact such person if they desire to tender
their Shares. Any shareholder who desires to tender Shares and whose
certificates for such Shares cannot be delivered to the Depositary or who cannot
comply with the procedure for book-entry transfer or whose other required
documents cannot be delivered to the Depositary, in any case, by the expiration
of the Offer must tender such Shares pursuant to the guaranteed delivery
procedure set forth in Section 3.
TO TENDER SHARES PROPERLY, SHAREHOLDERS MUST COMPLETE THE SECTION OF THE
LETTER OF TRANSMITTAL RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES.
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Information Agent, Georgeson & Company Inc. or to the Dealer
Managers at their respective addresses and telephone numbers set forth on the
back cover of this Offer to Purchase.
<PAGE>
SUMMARY
This general summary is solely for the convenience of the Company's shareholders
and is qualified in its entirety by reference to the full text and more specific
details in this offer to purchase.
Purchase Price. The Company will select a single Purchase Price
which will be not more than $28.00 nor less than
$25.00 per Share, which represents a 2.0% to 14.3%
premium to the closing price for the Shares on the
last trading day before the announcement and
commencement of the Offer. All Shares tendered at
or below the Purchase Price will be purchased by the
Company at the Purchase Price, subject to
proration. Each shareholder desiring to tender Shares
must specify in the Letter of Transmittal the price
(not more than $28.00 nor less than $25.00 per Share)
at which such shareholder is willing to have his or
her Shares purchased by the Company. Shareholders who
are willing to sell their Shares at any price
within the foregoing range may so indicate on the
Letter of Transmittal by checking the box in Box #2.
Number of Shares to Be
Purchased. 1,250,000 Shares (or such lesser number of Shares
as are properly tendered). The Company reserves the
right, in its sole discretion, to purchase more
than 1,250,000 Shares. See Section 15.
Amount of Shares. Each shareholder may tender all or any portion of
Shares owned by such shareholder.
How to Tender Shares. See the following page and Section 3. Shareholders
with questions may call the Information Agent,
the Dealer Managers, or the Depositary, or consult your
broker for assistance.
Brokerage Commissions. None.
Stock Transfer Tax. None, if payment is made to the registered holder.
Expiration Date. The Offer will expire at 5:00 P.M., New York City
time, on November 1, 1996 unless extended by the
Company.
Payment Date. As soon as practicable after the Expiration Date.
Position of The Company
And Its Directors. Neither the Company nor its Board of Directors
makes any recommendation to any shareholder as to
whether to tender or refrain from tendering Shares.
Withdrawal Rights. Tendered Shares may be withdrawn at any time until
5:00 P.M., New York City time, on November 1, 1996,
unless the Offer is extended by the Company. See
Section 3.
<PAGE>
o List the certificates and the number of
Shares that you are tendering in Box #1.
o Check the box specifying the price at which
you are tendering in Box #2.
o If you want to give us special payment
instructions, complete Box #3.
o If you want to give us special delivery
instructions, complete Box #4.
o If you are an Odd Lot Holder who is tendering
all your shares, complete Box #5.
o If you want to make a conditional tender of
Shares, complete Box #6.
o If you are a participant in the Company's
Dividend Reinvestment Plan, complete Box #7.
o If you are a participant in the Company's
Employee Stock Purchase Plan, complete Box
#8.
o If your Shares are being delivered by
book-entry or your certificates are being
delivered pursuant to a Notice of Guaranteed
Delivery, complete Box #9.
o Complete substitute Form W-9 to certify your
tax identification number.
o Sign the Letter of Transmittal in Box #10 (in
certain circumstances, signatures must be
guaranteed in Box #10).
You must deliver your Share certificate(s) or comply
with one of the alternate delivery methods. See Section
3.
These documents must be received by the Depositary, The
Bank of New York, no later than 5:00 P.M. New York City
time on November 1, 1996.
Please see Section 3 and the Letter of Transmittal for
more details about how to tender Shares.
Important Numbers. For information, please call:
Information Agent (Georgeson & Company Inc.):
(800) 223-2064.
Dealer Managers (Goldman, Sachs & Co.): (800) 323-5678,
Ext. 9477
<PAGE>
THE OFFER
1. Number of Shares; Proration.
Upon the terms and subject to the conditions of the Offer, the Company will
purchase up to 1,250,000 Shares or such lesser number of Shares as are properly
tendered (and not withdrawn in accordance with Section 4) prior to the
Expiration Date (as defined below) at prices not in excess of $28.00 nor less
than $25.00 net per Share in cash. This Offer will expire at 5:00 P.M., New York
City time, on November 1, 1996 (the "Expiration Date"), unless and until the
Company, in its sole discretion, shall have extended the period of time during
which the Offer will remain open, in which event the term "Expiration Date"
shall refer to the latest time and date at which the Offer, as so extended by
the Company, shall expire. See Section 15 for a description of the Company's
right to extend, delay, terminate or amend the Offer. The Company reserves the
right to purchase more than 1,250,000 Shares pursuant to the Offer. In
accordance with applicable regulations of the Securities and Exchange Commission
(the "Commission"), the Company may purchase pursuant to the Offer an additional
amount of Shares not to exceed 2% of the number of Shares outstanding on
September 25, 1996 without amending or extending the Offer. See Section 15. In
the event of an over-subscription of the Offer as described below, Shares
tendered at or below the Purchase Price prior to the Expiration Date will be
subject to proration, except for Odd Lots as explained below. The proration
period also expires on the Expiration Date.
The Company will select the lowest Purchase Price that will allow it to buy
1,250,000 Shares (or such lesser number of Shares as are properly tendered at
prices not in excess of $28.00 nor less than $25.00 per Share). The Company
reserves the right, in its sole discretion, to purchase more than 1,250,000
Shares. All Shares properly tendered at prices at or below the Purchase Price
and not withdrawn will be purchased at the Purchase Price, subject to the terms
and the conditions of the Offer, including the proration and conditional tender
provisions. All Shares purchased in the Offer will be purchased at the Purchase
Price.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED IN THE OFFER. SEE SECTION 7.
In accordance with Instruction 7 of the Letter of Transmittal, shareholders
desiring to tender Shares must specify the price, not in excess of $28.00 nor
less than $25.00 per Share, at which they are willing to sell their Shares to
the Company (sometimes referred to as a "modified Dutch Auction" tender
process). Shareholders who are willing to sell their Shares at whatever price
may be established by the modified Dutch Auction tender process within the
foregoing range may check the box in Box #2 of the Letter of Transmittal to so
indicate. As promptly as practicable following the Expiration Date, the Company
will, in its sole discretion, determine the Purchase Price that it will pay for
Shares properly tendered pursuant to the Offer and not withdrawn, taking into
account the number of Shares tendered and the prices specified by tendering
shareholders. The Company intends to select the lowest Purchase Price, not in
excess of $28.00 nor less than $25.00 net per Share in cash, that will enable it
to purchase 1,250,000 Shares (or such lesser number of Shares as are properly
tendered) pursuant to the Offer. The Company reserves the right, in its sole
discretion, to purchase more than 1,250,000 Shares. Shares properly tendered
pursuant to the Offer at or below the Purchase Price and not withdrawn will be
purchased at the Purchase Price, subject to the terms and conditions of the
Offer, including the proration and conditional tender provisions. All Shares
tendered and not purchased pursuant to the Offer, including Shares tendered at
prices in excess of the Purchase Price and Shares not purchased because of
proration or conditional tender, will be returned to the tendering shareholders
at the Company's expense as promptly as practicable following the Expiration
Date.
The Company will be deemed to have accepted for payment, subject to
proration, Shares tendered at or below the Purchase Price and not withdrawn if,
as and when the Company gives oral or written notice to The Bank of New York
(the "Depositary") of its acceptance of such Shares for purchase pursuant to the
Offer. Payment for Shares accepted for purchase pursuant to the Offer will be
made by depositing the aggregate Purchase Price for such Shares with the
Depositary, which will act as agent for the tendering shareholders for the
purpose of receiving payment from the Company and transmitting such payments to
tendering shareholders.
Priority of Purchases. Upon the terms and subject to the conditions of
the Offer, if more than 1,250,000 Shares have been properly tendered at prices
at or below the Purchase Price and not withdrawn prior to the Expiration Date,
the Company will purchase properly tendered Shares on the basis set forth below:
(a) first, all Shares properly and unconditionally
tendered and not withdrawn prior to the Expiration
Date by any Odd Lot Holder (as defined below) who:
(1) tenders all Shares owned beneficially or of record by
such Odd Lot Holder at a price at or below the
Purchase Price (tenders of less than all Shares owned
by such shareholder will not qualify for this
preference); and
<PAGE>
(2) completes the box captioned "Odd Lots" on the Letter
of Transmittal and, if applicable, on the
Notice of Guaranteed Delivery; and
(b) second, after purchase of all of the foregoing Shares, all
Shares properly and conditionally tendered at or below the
Purchase Price in accordance with Section 6, for which the
condition was satisfied, and all other Shares tendered
properly and unconditionally at prices at or below the
Purchase Price and not withdrawn prior to the Expiration
Date, on a pro rata basis (with appropriate adjustments to
avoid purchases of fractional Shares) as described below;
and
(c) third, if necessary after purchase of all of the foregoing
Shares (including all Shares tendered properly and
unconditionally), Shares properly and conditionally
tendered at or below the Purchase Price and not withdrawn
prior to the Expiration Date, selected by random lot in
accordance with Section 6.
Odd Lots. For purposes of the Offer, the term "Odd Lots" shall mean all
Shares properly tendered prior to the Expiration Date at prices at or below the
Purchase Price and not withdrawn by any person (an "Odd Lot Holder") who owned,
beneficially or of record, as of the close of business on September 25, 1996, an
aggregate of fewer than 100 Shares (and so certified in the appropriate place on
the Letter of Transmittal and, if applicable, on the Notice of Guaranteed
Delivery). In order to qualify for this preference, an Odd Lot Holder must
tender all such Shares in accordance with the procedures described in Section 3.
As set forth above, Odd Lots will be accepted for payment before proration, if
any, of the purchase of other tendered Shares. This preference is not available
to partial tenders or to beneficial or record holders of an aggregate of 100 or
more Shares, even if such holders have separate accounts or certificates
representing fewer than 100 Shares. By accepting the Offer, an Odd Lot Holder
would not only avoid the payment of brokerage commissions but also would avoid
any applicable odd lot discounts to the market price in a sale of such holder's
Shares through a broker. Any shareholder wishing to tender all of such
shareholder's Shares pursuant to this Section should complete the box captioned
"Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of
Guaranteed Delivery.
Proration. If more than 1,250,000 Shares are properly tendered, proration
will occur, and shareholders, other than Odd Lot Holders who tender all their
Shares ("Accepted Odd Lots"), will likely not be able to sell all Shares
tendered. Proration will apply as follows: (1) The number of Shares tendered,
whether conditionally or unconditionally, will be totaled (the "Preliminary
Total"). If the Preliminary Total is less than or equal to 1,250,000, the
Company will accept all Shares tendered. If the Preliminary Total exceeds
1,250,000, a preliminary proration factor will be obtained by dividing 1,250,000
by the Preliminary Total (excluding Accepted Odd Lots from both the numerator
and the denominator). (2) The number of Shares tendered by each shareholder will
be multiplied by the preliminary proration factor. If a conditional tender
specifies a minimum number of Shares that is greater than this product, such
tender will be considered to have been withdrawn (subject to the
selection-by-lot procedure described in the next paragraph). (3) The number of
Shares tendered in the remaining tenders (i.e., unconditional tenders and
conditional tenders for which the minimum number of Shares specified is less
than or equal to the preliminary prorated acceptance) will then be totaled (the
"Revised Total"). If the Revised Total is greater than 1,250,000, the quotient
obtained by dividing 1,250,000 by the Revised Total will be the final proration
factor, which will be applied to all the remaining tenders (excluding Accepted
Odd Lots from both the numerator and the denominator). Since the final proration
factor will be larger than the preliminary proration factor, the "minimum
condition" of each conditional tender remaining at this stage will be met.
If the Revised Total is less than 1,250,000 (the circumstances addressed by
the second paragraph of Section 6), the Company will accept all Shares tendered
under each tender making up the Revised Total. The Company will then select by
lot conditional tenders previously eliminated and will purchase from each such
selected tender the minimum number of Shares specified in such tender.
Selections by lot will continue until the Shares so accepted bring the total
number of Shares accepted in the Offer to 1,250,000.
Because of the difficulty in determining the number of Shares properly
tendered (including Shares tendered by guaranteed delivery procedures, as
described in Section 3) and not withdrawn, and because of the odd lot procedure,
the Company does not expect that it will be able to announce the final proration
factor or to commence payment for any Shares purchased pursuant to the Offer
until approximately seven trading days after the Expiration Date. The
preliminary results of any proration will be announced by press release as
promptly as practicable after the Expiration Date. Shareholders may obtain such
preliminary information from the Depositary or the Dealer Managers and may be
able to obtain such information from their brokers.
<PAGE>
Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to
the Offer and such shareholder's Share certificates cannot be delivered to the
Depositary prior to the Expiration Date (or the procedures for book-entry
transfer cannot be completed on a timely basis) or if time will not permit all
required documents to reach the Depositary prior to the Expiration Date, such
Shares may nevertheless be tendered, provided that all of the following
conditions are satisfied:
(a) such tender is made by or through an Eligible Institution;
(b) the Depositary receives by hand, mail, telegram or facsimile
transmission, prior to the Expiration Date, a properly completed and
duly executed Notice of Guaranteed Delivery substantially in the
form the Company has provided with this Offer to Purchase
(specifying the price at which the Shares are being tendered); and
(c) the certificates for all tendered Shares, in proper form for
transfer (or confirmation of book-entry transfer of such Shares into
the Depositary's account at one of the Book-Entry Transfer
Facilities), together with a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof) and
any required signature guarantees or other documents required by the
Letter of Transmittal, are received by the Depositary within three
trading days after the date of receipt by the Depositary of such
Notice of Guaranteed Delivery.
Return of Shares. If any tendered Shares are not purchased, or if less than
all Shares evidenced by a shareholder's certificates are tendered, certificates
for unpurchased Shares will be returned as promptly as practicable after the
expiration or termination of the Offer or, in the case of Shares tendered by
book-entry transfer at a Book-Entry Transfer Facility, such Shares will be
credited to the appropriate account maintained by the tendering shareholder at
the appropriate Book-Entry Transfer Facility, in each case without expense to
such shareholder.
Dividend Reinvestment and Employee Stock Purchase Plans. The Depositary for
the Offer also acts as the agent of participants in the Company's Dividend
Reinvestment Plan and Employee Stock Purchase Plan (the "Plans"). Participants
in the Plans may use the Letter of Transmittal to tender such participants'
Shares in the Offer by completing either Box #7 or Box #8, as appropriate on the
Letter on Transmittal. Each participant may direct that all, some or none of the
Shares credited to the participant's account are to be tendered. Shareholders
who intend to tender Shares held in the Plans in addition to Shares which are
not held in the Plans may use one Letter of Transmittal to tender all of such
Shares if such participant wishes to tender all such Shares at the same price
(even if such shareholders have received more than one copy of the Offer).
Separate Letters of Transmittal must be used if a participant in the Plans
intends to tender Shares held in the Plans and Shares not held in the Plans at
different prices. See Instruction 7 to the Letter of Transmittal. Participants
in the Plans who do not wish to tender their shares held in the Plans do not
need to take any action. Participants may complete either Box #7 or Box #8, as
appropriate, on only one Letter of Transmittal submitted by such participant. If
a participant submits more than one Letter of Transmittal and completes such box
on more than one Letter of Transmittal, the participant will be deemed to have
elected to tender all Shares allocated to the shareholder's account under the
relevant Plan at the lowest of the prices specified in such Letters of
Transmittal. Participants in the Dividend Reinvestment Plan who wish to tender
the Shares that will be allocated to their accounts under that Plan on October
31, 1996, in connection with the payment of the Company's quarterly dividend on
that day, should so indicate on the Letter of Transmittal. Participants in the
Dividend Reinvestment Plan may determine the number of Shares allocated to them
on October 31, 1996 under that Plan after 4:00 P.M. New York City time on that
day by reference to the average of the high and low trade prices of the
Company's shares on October 31, 1996 (which may be obtained from the Information
Agent or from brokers), taking into account that the dividend per Share payable
on October 31, 1996 (which will be used to purchase Shares under the Dividend
Reinvestment Plan for participants in that Plan) will be $.22. Participants in
the Dividend Reinvestment Plan may withdraw such Shares by following the
procedure for withdrawal of Shares before 5:00 P.M. New York City time, on
November 1, 1996. See Section 4.
Backup Federal Income Tax Withholding. TO PREVENT BACKUP FEDERAL INCOME TAX
WITHHOLDING EQUAL TO 31% OF THE GROSS PAYMENTS MADE TO SHAREHOLDERS FOR SHARES
PURCHASED PURSUANT TO THE OFFER, EACH SHAREHOLDER WHO DOES NOT OTHERWISE
ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING MUST PROVIDE THE DEPOSITARY WITH
THE SHAREHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND PROVIDE CERTAIN
OTHER INFORMATION BY COMPLETING THE FORM W-9 INCLUDED WITH THE LETTER OF
TRANSMITTAL.
<PAGE>
GLOSSARY
Bank. Jefferson National Bank, 123 East Main Street,
Charlottesville, VA 22902.
Book-entry
Transfer Facilities. The Depository Trust Company, 55 Water Street, New York,
NY 10041 and Philadelphia Depository Trust Company,
2000 Market Street, Philadelphia, PA 19103, collectively.
Code. The Internal Revenue Code of 1986.
Commission. The Securities and Exchange Commission.
Company. Jefferson Bankshares, Inc., 123 East Main
Street, Charlottesville, VA 22902.
Dealer Managers. Goldman, Sachs & Co., 85 Broad Street, New York, NY
10004. The Dealer Managers are available to answer
questions regarding the Offer and the procedure for
tendering Shares. You may call the Dealer Managers on
(800) 323-5678 Ext. 9477 or (212) 902-9477.
Depositary. The Bank of New York., 101 Barclay Street, New York,
NY 10286. Your Letter of Transmittal (and share
certificates, if applicable) must be received by The
Bank of New York by the Expiration Date.
Eligible
Institution. Any member firm of a registered national securities
exchange, member of the National Association of
Securities Dealers, Inc., a commercial bank, a
trust company, a savings bank, a savings and loan
association, or a credit union with membership in an
approved signature guarantee program, having an office,
branch or agency in the United States.
Exchange Act. The Securities Exchange Act of 1934, as amended.
Expiration Date. The time and date at which the Offer shall expire, which
shall be 5:00 P.M., New York City time, on November 1,
1996, unless extended by the Company.
Foreign Shareholder. A shareholder that is not (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other
entity created or organized in or under the laws of the
United States, any State or any political subdivision
thereof, or (iii) any estate or trust the income of which
is subject to United States federal income taxation
regardless of the source of such income.
Information Agent. Georgeson & Company Inc., Wall Street Plaza, New York,
NY 10005. The Information Agent is available to
answer questions regarding the Offer and the
procedure for tendering Shares. You may call the
Information Agent on (800) 223-2064 or (212) 440-9800.
OCC. The Office of the Comptroller of the Currency.
Odd Lots. All Shares properly tendered prior to the Expiration
Date at prices at or below the Purchase Price and not
withdrawn by any Odd Lot Holder.
Odd Lot Holder. Any person who owned, beneficially or of record, as of
the close of business on September 25, 1996, an
aggregate of fewer than 100 Shares (and so certifies in
the appropriate place on the Letter of Transmittal and,
if necessary, on the Notice of Guaranteed Delivery).
Offer. The Company's Offer to Purchase for cash up to 1,250,000
Shares of its common stock at a Purchase Price not in
excess of $28.00 nor less than $25.00 per Share, together
with the related Letter of Transmittal.
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 1, 1996
Jefferson Bankshares, Inc. Announces
24 Hour Extension of Tender Offer
Chralottesville, VA ... Jefferson Bankshares, Inc. (NASDAQ NMS: JBNK) announced
this morning that it has extended the expiration of its Modified Dutch Auction
Tender Offer until 5:00 p.m. New York City time Friday, November 1, 1996. The
previous deadline was 5:00 p.m. New York City time Thursday, October 31, 1996.
Jefferson announced that the deadline extension was to accomodate the filing of
a second amendment to the Schedule 13E-4 filed with the Securities and Exchange
Commission in connection with the tender offer. The amendment relates to a
technical clarification to the process that would be used for proration in the
event that more than 1.25 million shares of Jefferson's common stock are
tendered. The clarification is being made in response to comments made by the
staff of the Securities and Exchange Commission.
The extension of the expiration date and the filing of the amendment relate to
the Modified Dutch Tender Offer announced by Jefferson Bankshares, Inc. on
September 26, 1996 covering 1.25 million shares of its common stock within a
price range of $25.00 to $28.00 per share. The amendment has no effect on the
number of shares or the price range previously announced.
