As filed with the Securities and Exchange Commission on November 4, 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. 3)
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)
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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)
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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.
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<S> <C>
Amount Previously Paid: 7,000 Filing Party: Jefferson Bankshares, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: September 26, 1996
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<PAGE>
The Issuer Tender Offer Statement on Schedule 13E-4 dated September 26,
1996, relating to the offer by Jefferson Bankshares, Inc. (the "Company") to
purchase up to 1,250,000 shares of the Comapny'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, is hereby amended to incorporate the information included in the
exhibits referred to below.
Item 9. Material to Be Filed as Exhibits.
Item 9 is hereby amended to include the following additional exhibits:
(a)(13) Text of Press Release issued by the Company on November 1,
1996 at 4:30 p.m., Eastern time.
(a)(14) Text of Press Release issued by the Company on November 1,
1996 at 5:30 p.m., Eastern time.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 3 to Schedule 13E-4 is
true, complete and correct.
November 4, 1996 JEFFERSON BANKSHARES, INC.
By: O. Kenton McCartney
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
(a)(13) Text of Press Release issued by the Company on November 1, 1996
at 4:30 p.m., Eastern time.
(a)(14) Text of Press Release issued by the Company on November 1, 1996
at 5:30 p.m., Eastern time.
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
Preliminary Results of Tender Offer
Charlottesville, VA ... Jefferson Bankshares, Inc. (NASDAQ NMS: JBNK) announced
that, based upon a preliminary count, approximately 1.22 million shares of its
common stock were tendered in its Modified Dutch Auction Tender Offer prior to
5:00 p.m. on Thursday October 31, 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 1, 1996
Jefferson Bankshares, Inc. Announces
Preliminary Results of Tender Offer
Charlottesville, VA ... Jefferson Bankshares, Inc. (NASDAQ NMS: JBNK) announced
today preliminary results of the Modified Dutch Auction Tender Offer that
expired today, November 1, 1996, at 5:00 p.m. Eastern time. Based upon a
preliminary count, shareholders tendered approximately 1.22 million shares.
Subject to verification, the price will be $28.00 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 final verification by the Bank of New
York, 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.
The tender offer was commenced on September 26, 1996. Under the terms
of the offer, Jefferson offered to repurchased up to 1.25 million shares of its
common stock within a price range of $25 per share to $28 per share. Based upon
the preliminary results, the value of the shares to be purchased will be $34
million. The preliminary number of shares to be purchased represents 8.1 percent
of Jefferson's 15.1 million shares of common stock outstanding on September 30,
1996.
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 96 banking offices covering a
significant portion of Virginia.
