<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on May , 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(RULE 13E-100)
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
------------------------
RULE 13E-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
(Amendment No. )
UPBANCORP, INC.
(Name of the Issuer)
UPBANCORP, INC.
(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
915298103
(CUSIP Number of Class of Securities)
COPY TO:
<TABLE>
<S> <C>
Richard K. Ostrom Timothy M. Sullivan
Upbancorp, Inc. Hinshaw & Culbertson
4750 N. Broadway 222 North LaSalle Street, Suite 300
Chicago, Illinois Chicago, Illinois 60601
60640
(773) 878-2000 (312) 704-3852
</TABLE>
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Persons Filing Statement.)
--------------------------
This statement is filed in connection with (check the appropriate box):
<TABLE>
<S> <C> <C>
a. / / The filing of solicitation materials or an information
statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities
Act of 1933.
c. / / A tender offer.
d. /X/ None of the above.
</TABLE>
Check the following box if the soliciting materials or information statement
referred to in checking box
(a) are preliminary copies: / /
Check the following box if the filing fee is a final amendment reporting the
results of the transaction: / /
------------------------
CALCULATION OF FILING FEE
Transaction Valuation $675,000* Amount of Filing Fee: $135.00**
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
**The filing fee is calculated based upon the average of the high and low prices
of the stock on March 31, 1999 of $27.00 times the maximum possible number of
25,000 shares of the Company's Common Stock which might be repurchased by the
Company.
Check the following box if any part of the fee is offset as provided by Exchange
Act 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: Not applicable. Filing Party: Not applicable.
Former Registration No.: Not applicable. Date Filed: Not applicable.
</TABLE>
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- --------------------------------------------------------------------------------
<PAGE>
INTRODUCTORY STATEMENT
This Rule 13e-3 Transaction Statement on Schedule 13E-3 pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended, and
Rule 13e-3 thereunder relates to the authorization by the Board of Directors of
Upbancorp, Inc., a Delaware corporation (the "Company"), of the purchase of
Company Common Stock on the open market from time to time up to a maximum of
25,000 shares. Such purchases are not mandatory and will be made only at the
direction of Richard K. Ostrom, Chairman, President and Chief Executive Officer
of the Company, as to the timing of purchases and the amounts of stock to be
purchased.
Exhibit 16(a)(3) to this Schedule is the Notice of which will be mailed,
along with copy of this Schedule, to all of the stockholders of the Company on
or about May 8, 2000.
1. SUMMARY TERM SHEET.
The material terms of the proposed purchase include the following:
- The Company is filing the Schedule 13E-3.
- Our Board of Directors has authorized the purchase of up to 25,000 shares
of the Common Stock of the Company on the open market.
- The purchase of the shares is not mandatory. Purchases will be made only
at the direction of Richard K. Ostrom, Chairman, President and Chief
Executive Officer of the Company. He will decide the timing of purchases,
if any, and the amounts of stock to be purchased.
- There is no time limit on this transaction. It is not known when, or if,
the Company will purchase shares, the number of shares which might be
purchased or the price to be paid.
- The purchases will be made at prevailing market prices.
- The purchases will be made from the working capital of the Company. See
Item 10 of Schedule 13E-3.
- If the Company purchases shares and thereby reduces the number of its
stockholders of record to fewer than 300, the Company will no longer be
required, if it chooses, to file periodic reports with the SEC and may, if
it chooses, deregister the Common Stock with the SEC. At the present time,
the Company does not plan to discontinue filing periodic reports or
deregister the Common Stock unless it has fewer than 200 stockholders of
record. See Item 6 of Schedule 13E-3.
2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is Upbancorp, Inc. (the Company). Its address and
phone number are 4753 North Broadway, Chicago, Illinois 60640,
(773) 878-2000.
(b) As of March 31, 2000, 837,308 shares of Common Stock of the Company, par
value $1.00 per share, the securities of which are the subject of the
Rule 13e-3 Transaction (the "Common Stock"), were issued and outstanding
and were held of record by approximately 307 stockholders.
(c) The Common Stock is traded sporadically over the counter under the
symbol UPBN. The following table sets forth high and low bid quotations
for the Common Stock (as provided by Howe Barnes Investments, Inc.)
during each quarter of 1998 and 1999:
<TABLE>
<CAPTION>
1999 1998
----------------------------------------- -----------------------------------------
FOURTH THIRD SECOND FIRST FOURTH THIRD SECOND FIRST
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MARKET PRICE OF
COMMON STOCK
High...................... $33.25 $37.50 $37.50 $36.25 $36.25 $36.25 $37.25 $36.25
Low....................... 33.00 32.50 32.50 33.00 35.00 35.69 35.50 32.75
Quarter-End............... 33.00 33.00 32.50 35.00 35.25 36.25 35.84 36.25
</TABLE>
<PAGE>
For the first quarter of 2000, the high, low and quarter-end prices were
$27.00, $25.25 and $27.00 respectively.
(d) The Company has paid a quarterly dividend of $.13 per share for each
quarter of 1999 and the first quarter of 2000 and $.125 per share for
each quarter of 1998.
(e) The Company has not made an underwritten public offering of the Common
Stock during the past three years.
(f) Set forth below is a table showing the shares of Common Stock purchased
by the Company during the past two years, showing the number of shares
of Common Stock purchased, the range of prices paid and the average
purchase price during each quarter:
<TABLE>
<CAPTION>
1999 1998
------------------------------------------ -----------------------------------------
FOURTH THIRD SECOND FIRST FOURTH THIRD SECOND FIRST
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NUMBER OF SHARES 25,500(1) 1,095 2,635 3,458 1,500 1,536 9,088 660
PURCHASED................
PRICE RANGE................ $33.00- $32.75- $33.00 $33.00- $35.25- $36.25 $35.84- $32.75
$33.25 $33.00 $35.00 $36.25 $36.25
AVERAGE PURCHASE PRICE..... $33.00 $32.98 $33.00 $33.79 $35.78 $36.25 $35.96 $32.75
</TABLE>
During the first quarter of 2000, the Company did not purchase any shares
of Common Stock.
- ------------------------
(1) Includes 25,000 shares purchased from a single stockholder who approached
the Company and offered to sell its shares.
3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Statement is being filed by the Company (see response to Item
2(a)). See Item (c)(1) and (c)(2) and below for information with respect to
the directors and officers of the Company.
(b) Not Applicable.
(c)(1) and (2)Set forth below are the names and principal occupations of each of
the directors and executive officers of the Company.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS AND OTHER INFORMATION
- ---- ------------------------------------------------------------------
<S> <C>
Stephen W. Edwards...... Consultant, Planned Futures, Inc; Director of the Company and
Uptown National Bank of Chicago, a wholly owned subsidiary of the
Company ("Uptown")
Robert P. Griffiths..... President, Chief Executive Officer and Director of Uptown; Vice
President and Director of the Company; Executive Vice President of
Heritage Bank, a wholly owned subsidiary of the Company
("Heritage"), since January 2000
Alfred E. Attorney and CPA, Partner, Hackbarth & Hudson, P.C.; Retired
Hackbarth, Jr........... Partner, Arthur Andersen & Co., S.C.; Director of the Company,
Uptown and Heritage
James E. Heraty......... Consultant, Ready Men, Inc., since June 1996; prior thereto
President, Ready Men, Inc.; Director of the Company and Uptown
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION FOR THE LAST FIVE YEARS AND OTHER INFORMATION
- ---- ------------------------------------------------------------------
<S> <C>
Richard K. Ostrom....... Chairman of the Board, President, Chief Executive Officer and
Director of the Company; Chairman of the Board and Director of
Uptown; Chairman of the Board, Director, and since January 2000,
President and Chief Executive Officer of Heritage
Delbert R. Ellis........ Retired, former Executive Vice President of Bank of America,
Arizona; Director of the Company; Vice Chairman of the Board and
Director of Heritage
Marvin L. Kocian........ President, Komar Screw Corporation; Vice President, Assistant
Secretary and Director of the Company and Director of Uptown
Kathleen Harris......... Senior Vice President and Chief Financial Officer of the Company;
Senior Vice President and Cashier, and since July 1999, Director
of Heritage
</TABLE>
(c)(3) and (c)(4). Neither the Company nor, to the best knowledge of the
Company, any executive officer or director of the Company, has during
the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) been a
party to a judicial or administrative proceeding that resulted in a
judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or
a finding of any violation of such laws.
(c)(5) Each director and executive officer of the Company is a U.S. citizen.
4. TERMS OF THE TRANSACTION.
(a) The Rule 13e-3 Transaction, which is the basis of this Schedule, is that
the Board of Directors of the Company authorized the purchase by the
Company of its Common Stock on the open market from time to time up to a
maximum of 25,000 shares. Such purchases are not mandatory and will be
made at the direction of the Chairman, President and Chief Executive
Officer, Richard K. Ostrom, as to timing of purchases and amounts of
stock to be purchased. There is no time limit on this transaction. It is
not known when, or if, purchases will be made, the amount of the stock
which might be purchased or the purchase prices.
(b) It is not presently anticipated any of the directors or executive
officers of the Company will sell shares of Common Stock to the Company.
(c) There is no term or arrangement concerning the Rule 13e-3 Transaction
that treats certain holders of the Common Stock different from other
holders of the Common Stock.
(d) There are no dissenting appraisal rights available.
(e) There are no provisions in the Rule 13e-3 Transaction to grant
unaffiliated security holders of the Company access to the corporate
files of the Company or to obtain counsel or appraisal services at the
expense of the Company.
(f) Not Applicable.
5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)(1) Not Applicable.
(a)(2) Directors and executive officers of the Company and their associates
were customers of, and have had transactions with, the Company, Uptown
and Heritage in the ordinary course of business during 1999. Comparable
transactions may be expected to take place in the future.
All outstanding loans, commitments to loan, transactions in repurchase
agreements and certificates of deposit and depository relationships in
such ordinary course of business, were on
3
<PAGE>
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for transactions with other persons and, in
the opinion of management of the Company, did not involve more than the
normal risk of collectibility or present other unfavorable features.
(b) Not Applicable.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) The shares of Common Stock purchased by the Company will be retained as
treasury shares.
(c)(1)-(6) Not Applicable.
(c)(7) and (c)(8) If the Company has fewer than 300 stockholders of record,
it may, if it so chooses, elect to discontinue filing periodic reports with
the SEC and terminate the registration of the Common Stock with the SEC. At
the present time, the Company does not plan to discontinue filing periodic
reports or deregister the Common Stock unless it has fewer than
200 stockholders of record.
Termination of registration of the Common Stock would reduce substantially
the information required to be furnished by the Company to its stockholders
and to the SEC and would make certain provisions of the federal securities
laws, such as the short-swing profit recovery provisions, the requirement of
furnishing a proxy statement in connection with stockholders' meetings and
the requirements of Rule 13e-3 with respect to "going private" transactions
no longer applicable to the Company. Furthermore, if the registration of the
Common Stock were to be terminated, the ability of "affiliates" of the
Company and persons holding "restricted securities" of the Company to dispose
of such securities pursuant to Rule 144 or Rule 144A under the Securities Act
of 1933, as amended, may be impaired or eliminated.
7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The purpose of the Rule 13e-3 Transaction is to permit the Company to
acquire outstanding shares of the its Common Stock. The Board of
Directors believes that the Common Stock is undervalued. Purchases of
shares may increase the earnings per share. Also, the per share trading
price of the stock could increase.
(b) The Company did not consider alternative means to accomplish the
purposes. The present means was chosen since any other structure would be
more complicated and would not be necessary to accomplish the purposes of
the Company.
(c) The reason for the structure of the Rule 13e-3 Transaction is that this
is the sole method available to purchase shares of the Common Stock on
the open market. The reason for undertaking such transaction at this time
is that the Common Stock of the Company has been trading at a relatively
low figure (between $25.25 and $37.50 per share between January 1, 1998
and March 31, 2000) for some period of time and it was the opinion of the
Board that it is appropriate to purchase shares.
(d) Effects of this Rule 13e-3 Transaction, if any stock is purchased, would
be as follows:
(i) The benefits of the Company would be that, after any such purchases,
the earnings per share of the Company would increase because of the
lesser number of shares outstanding. The detriment to the Company
would be that cash would have been used for the purchase of the
Common Stock which otherwise would have been used in the operations
of the Company, and the use of such cash would diminish the amount
of cash available for Company operations. However, the Company will
purchase shares only if cash is available to do so and
4
<PAGE>
not needed for Company operations. Quantification of the benefits
and detriments is not practicable since it is not known how many
shares, if any, and at what price such shares would be purchased.
With regard to federal tax consequences, the Company would have to
utilize after tax dollars for these purchases, and the Company would
receive no offsetting deduction for the expenditure.
(ii) With respect to any affiliates of the Company, affiliates would
benefit with respect to the increased earnings per share and their
increased percentage ownership of the Company. Affiliates would be
impacted indirectly by the use of the Company's cash for the
purchases. Affiliates would have no direct federal tax consequences
as a result of such purchases.
(iii) The effects of the Rule 13e-3 Transaction on unaffiliated security
holders who chose to sell their Common Stock to the Company would
be that the selling unaffiliated security holder would forego any
future appreciation in value in the stock and any dividends which
might be paid on the stock in the future. Federal tax consequences
to an unaffiliated security holder would depend upon whether a
security holder sold the stock at a gain, in which case the
security holder would be subject to a capital gain tax, or at a
loss, in which case the security holder could have the benefit of a
capital loss. The federal tax consequences on a sale of stock by a
selling unaffiliated security holder would vary from security
holder to security holder and would depend upon the facts and
circumstances unique to that particular security holder.
(iv) The effect of the Rule 13e-3 Transaction on nonselling unaffiliated
security holders would be that these security holders would benefit
from the increased earnings per share and an increased ownership
percentage due to the decreased number of shares outstanding. These
security holders would share in any future appreciation in market
price and value of the stock and in any future dividends paid on
the stock. Since the nonselling unaffiliated security holders would
not be selling stock, there would be no federal tax consequences
based on a sale of the stock. Potentially detrimental to the
nonselling unaffiliated security holders would be the diminution in
cash of the Company used to purchase the stock.
Since it is not known how many shares will be purchased or at what price
such shares would be purchased, specific dollar amounts and percentages
are not practicable.
8. FAIRNESS OF THE TRANSACTION.
(a) The Company reasonably believes that the Rule 13e-3 Transaction is fair
to both selling unaffiliated security holders and nonselling unaffiliated
security holders.
(b) The material factors upon which the beliefs stated in Item 8(a) above is
based are as follows:
(i) As of March 31, 2000, the market price of the Company's stock was
$27.00 per share. All purchases by the Company in the Rule 13e-3
Transaction would be at the then current market price. Any selling
unaffiliated security holders would receive a market price for their
stock. All such sales would be totally voluntary.
(ii) Since the quarter beginning January 1, 1998, the highest bid price
for the Company's stock has been $37.50 per share and the lowest
bid price for the Company's stock has been $25.25 as of March 31,
2000. While, a selling unaffiliated security holder could be
selling his stock at a price under the historical price over the
last two years, the future market price of the Company's stock is
unknown and cannot be predicted, and no unaffiliated security
holder has any guarantee with respect to the future price of the
stock.
5
<PAGE>
(iii) The Company has not conducted any appraisals of the value of the
Company or of its stock. Therefore, it does not have any
information upon which to base a discussion of the going concern
value of the stock. The Company believes that the going concern
value of the Company would be in excess of the market price of the
stock. However, the Company has no present plans to enter into any
transaction which would cause a sale of the stock of the Company or
of its assets thus allowing unaffiliated security holders to
realize the going concern value of the Company. The only avenue for
an unaffiliated security holder to realize value for his stock is
to sell the stock on the open market at the then market price.
(iv) There have been purchases of securities of the Company made by the
Company since the commencement of the Company's second full fiscal
year preceding the date of this schedule. See Item 2(f).
(v) The Company has not obtained any report, opinion or appraisal from
an outside party as to the value of the Company or of its stock.
(vi) The Company is unaware of any firm offers made by any unaffiliated
person during the two years preceding the date of this Schedule for
the merger or consolidation of the Company into or with any person,
the sale or other transfer of all or any substantial part of the
assets of the Company or securities of the Company which would
enable the holder thereof to exercise control of the Company.
(c) Under Delaware law, the Rule 13e-3 Transaction does not need to be
approved by the stockholders of the Company. Consequently, the
Rule 13e-3 Transaction does not need the approval of a majority of the
unaffiliated stockholders.
(d) A majority of the non-employee directors of the Company have not
retained un affiliated representative to act solely on behalf of
unaffiliated stockholders to negotiate the terms of the Rule 13e-3
Transaction or prepare a report concerning the fairness of such
Transaction.
(e) All of the non-employee directors of the Company have approved the
Rule 13e-3 Transaction.
(f) The Company has received no firm offer made by any unaffiliated person,
during the preceding two years for (i) the merger or consolidation of
the Company into or with person or of person into or with the Company,
(ii) the sale or other transfer of all or any substantial part of the
assets of the Company or (iii) a purchase of the securities of the
Company which would enable the holder thereof to exercise control of the
Company.
9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) The Company has not obtained any reports, opinions or appraisals from an
outside party which is materially related to the fairness of the
Rule 13e-3 Transaction.
(b) Not Applicable.
(c) Not Applicable.
10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The source of funds to be used in the Rule 13e-3 Transaction will be the
working capital of the Company. The total amount of funds to be used in
the Rule 13e-3 Transaction is unknown since it is not known (i) whether
any purchases will be made, (ii) the amount of stock which might be
purchased and (iii) the price at which such stock might be purchased.
(b) Not Applicable.
6
<PAGE>
(c) The total of all expenses estimated by the Company to be incurred in
connection with the Rule 13e-3 Transaction is approximately $691,333
broken down as follows:
<TABLE>
<S> <C> <C> <C>
(1) Cash Payment for -- $675,000.00(2)
shares
(2) Filing Fees -- $ 135.00
(3) Accounting Fees -- - 0 -
(4) Attorneys Fees -- $ 10,000.00
(5) Printing and Mailing -- $ 3,698.00
Costs
(6) Miscellaneous -- $ 2,500.00
The Company will pay all of these expenses.
</TABLE>
- ------------------------
(2) Assumes that all shares will be purchased for $27.00 per share.
(d) None of the funds to be used in the Rule 13e-3 Transaction are to be
borrowed.
11. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following table shows the aggregate number and the percentage of the
shares of Common Stock that are owned by the directors and executive
officers of the Company:
<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY OWNED
AS OF MARCH 13, 2000(1)
--------------------------------
NO. OF PERCENT
NAME POSITION WITH THE COMPANY SHARES OF CLASS
- ---- ----------------------------- -------- ------------
<S> <C> <C> <C>
Stephen W. Edwards...... Director 54,222 6.48
(2)
Robert P. Griffiths..... Vice President and Director 56,841 6.79
(2)
Alfred E.
Hackbarth, Jr........... Director 45,731 5.46
(3)-(5)
James E. Heraty......... Director 68,038 8.13
(2)(6)
Richard K. Ostrom....... Chairman of the Board,
President, Chief Executive
Officer and Director 130,114 15.54
(2)(3)(5)-(7)
Delbert R. Ellis........ Director 6,295 .75
(3)
Marvin L. Kocian........ Director 14,255 1.70
(4)
Kathleen Harris......... Senior Vice President and
Chief Financial Officer 400 .05
</TABLE>
- ------------------------
(1) The information contained in this column is based upon information furnished
to the Company by the individuals named above or was ascertained from an
examination of the Company's stock records. The nature of beneficial
ownership for shares shown in this column is sole voting and investment
power, except as set forth in the footnotes below. The above amounts do not
include shares beneficially owned by the adult children of the Directors.
Beneficial ownership of such shares is disclaimed by the Directors. The
above amounts include shares held in joint tenancy with certain members of
the families of the Directors. Shares so held are deemed to be shared as to
voting and investment power.
7
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(2) The above amount includes 48,400 shares held by the Company's pension plan
for its employees. Voting and investment power with respect to these shares
is shared by Messrs. Edwards, Griffiths, Heraty and Ostrom. Beneficial
ownership of these shares is disclaimed by Messrs. Edwards and Heraty.
Messrs. Ostrom and Griffiths are vested as participants in the pension plan.
(3) The above includes 4,295 shares held by H.E.O. Enterprises. Messrs. Ellis,
Hackbarth and Ostrom are partners in H.E.O. Enterprises. Voting and
investment power with respect to these shares is shared by Messrs. Ellis,
Hackbarth and Ostrom.
(4) The above amounts do not include shares beneficially owned by the spouses
and adult children of certain Directors as follows: Kocian--840; and
Hackbarth--6,800. Beneficial ownership of these shares is disclaimed.
(5) The above amount includes 24,000 shares held by a charitable foundation of
which Messrs. Ostrom and Hackbarth are directors and officers. The above
amount includes 13,436 shares held by two trusts for which Mr. Hackbarth is
co-trustee. Voting and investment power with respect to these shares is
shared. Beneficial ownership of these shares is disclaimed.
(6) The above amount includes 12,216 shares held by J.R. Enterprises.
Messrs. Heraty and Ostrom are partners in J.R. Enterprises. Voting and
investment power with respect to these shares is shared by Messrs. Heraty
and Ostrom.
(7) The above amount includes 2,400 shares held in joint tenancy with one of
Mr. Ostrom's parents and 1,332 shares in joint tenancy with Mr. Ostrom's
adult children.
(b) There has been no transaction in the Common Stock of the Company which
is the subject of a Rule 13e-3 Transaction which was effected during the
past sixty days by any of the persons listed above nor has the Company's
pension plan purchased shares during said period. See Item 2(f) for a
description of the Company's purchases within the last sixty days.
12. THE SOLICITATION OR RECOMMENDATION.
(a) It is not presently anticipated that any of the directors or executive
officers of the Company will sell shares of Common Stock to the Company.
(b) All of the directors of the Company voted to approve resolutions which
authorized the Company to purchase its shares of Common Stock. No
recommendation is being made to the stockholders of the Company.
13. FINANCIAL STATEMENTS.
(a)(1) The Company's audited financial statements for 1999 and 1998 are
incorporated by reference from Item 8 of the Company's Annual Report
on Form 10-K for the year ended December 31, 1999 which was filed
with the Commission on March 29, 2000 (File No. 0-12292).
(a)(2) and (a)(3) Not Applicable.
(a)(4) The book value per share of the Common Stock as of December 31, 1999
was $26.90
(b) Pro forma financial information is not material.
14. PERSONS, ASSETS, RETAINED, EMPLOYED, COMPENSATIVE OR USED.
(a) and (b) Not Applicable.
15. ADDITIONAL INFORMATION.
Not Applicable.
16. MATERIALS REQUIRED TO BE FILED AS EXHIBITS.
(a)(1), (a)(2), (a)(4) and (a)(5) Not Applicable.
8
<PAGE>
(a)(3) Exhibit 16(a)(3) is a copy of the Notice which will be mailed to all
of the stockholders of the Company.
(b) Not Applicable.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
(g) Not Applicable.
(h) Not Applicable.
9
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
<TABLE>
<S> <C>
/s/ RICHARD K. OSTROM
-------------------------------------------
(Signature)
Richard K. Ostrom, CHAIRMAN, PRESIDENT,
CHIEF EXECUTIVE OFFICER
May 1, 2000
</TABLE>
10
<PAGE>
TO: THE STOCKHOLDERS OF UPBANCORP, INC.
The Board of Directors of Upbancorp, Inc. (the "Company"), has authorized
purchase by the Company of shares of its Common Stock on the open market from
time to time up to a maximum of 25,000 shares. Such purchases are not mandatory
and will be made only at the direction of the Chairman, President and Chief
Executive Officer, Richard K. Ostrom, as to timing of purchases and amounts of
stock to be purchased.
As a result of this action, it is necessary for the Company to prepare and
file Schedule 13E-3 with the Securities and Exchange Commission ("SEC"). The
Company is required to provide to its stockholders the information contained in
Schedule 13E-3. Enclosed is a copy of Schedule 13E-3 filed by the Company with
the SEC. The Company is required to set forth prominently the information
required by Items 7, 8 and 9 in Schedule 13E-3 in a Special Factors Section
included in the forepart of the document, and this is done on pages 3-5 below.
In addition, the Company is required to provide the following statement:
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATOR HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION NOR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Any inquiries by stockholders concerning the enclosed information may be
directed to the principal offices of the Company.
The material terms of the proposed purchase include the following:
- The Company is filing the Schedule 13E-3.
- Our Board of Directors has authorized the purchase of up to 25,000 shares
of the Common Stock of the Company on the open market.
- The purchase of the shares is not mandatory. Purchases will be made only
at the direction of Richard K. Ostrom, Chairman, President and Chief
Executive Officer of the Company. He will decide the timing of purchases,
if any, and the amounts of stock to be purchased.
- There is no time limit on this transaction. It is not known when, or if,
the Company will purchase shares, the number of shares which might be
purchased or the price to be paid.
- The purchases will be made at prevailing market prices.
- The purchases will be made from the working capital of the Company. See
Item 10 of Schedule 13E-3.
- If the Company purchases shares and thereby reduces the number of its
stockholders of record to fewer than 300, the Company will no longer be
required, if it chooses, to file periodic reports with the SEC and may, if
it chooses, deregister the Common Stock with the SEC. At the present time,
the Company does not plan to discontinue filing periodic reports or
deregister the Common Stock unless it has fewer than 200 stockholders of
record. See Item 6 of Schedule 13E-3.
<TABLE>
<S> <C>
May 8, 2000 /s/ RICHARD K. OSTROM
-------------------------------------------
Richard K. Ostrom
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
</TABLE>
<PAGE>
SPECIAL FACTORS SECTION
ITEMS 7, 8 AND 9 EXCERPTED FROM
SCHEDULE 13E-3 OF UPBANCORP, INC.
PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a) The purpose of the Rule 13e-3 Transaction is to permit the Company to
acquire outstanding shares of the its Common Stock. The Board of Directors
believes that the Common Stock is undervalued. Purchases of shares may increase
the earnings per share. Also, the per share trading price of the stock could
increase.
(b) The Company did not consider alternative means to accomplish the
purposes. The present means was chosen since any other structure would be more
complicated and would not be necessary to accomplish the purposes of the
Company.
(c) The reason for the structure of the Rule 13e-3 Transaction is that this
is the sole method available to purchase shares of the Common Stock on the open
market. The reason for undertaking such transaction at this time is that the
Common Stock of the Company has been trading at a relatively low figure (between
$25.25 and $37.50 per share between January 1, 1998 and March 31, 2000) for some
period of time and it was the opinion of the Board that it is appropriate to
purchase shares.
(d) Effects of this Rule 13e-3 Transaction, if any stock is purchased, would
be as follows:
(i) The benefits of the Company would be that, after any such
purchases, the earnings per share of the Company would increase because of the
lesser number of shares outstanding. The detriment to the Company would be that
cash would have been used for the purchase of the Common Stock which otherwise
would have been used in the operations of the Company, and the use of such cash
would diminish the amount of cash available for Company operations. However, the
Company will purchase shares only if cash is available to do so and not needed
for Company operations. Quantification of the benefits and detriments is not
practicable since it is not known how many shares, if any, and at what price
such shares would be purchased. With regard to federal tax consequences, the
Company would have to utilize after tax dollars for these purchases, and the
Company would receive no offsetting deduction for the expenditure.
(ii) With respect to any affiliates of the Company, affiliates
would benefit with respect to the increased earnings per share and their
increased percentage ownership of the Company. Affiliates would be impacted
indirectly by the use of the Company's cash for the purchases. Affiliates would
have no direct federal tax consequences as a result of such purchases.
(iii) The effects of the Rule 13e-3 Transaction on unaffiliated
security holders who chose to sell their Common Stock to the Company would be
that the selling unaffiliated security holder would forego any future
appreciation in value in the stock and any dividends which might be paid on the
stock in the future. Federal tax consequences to an unaffiliated security holder
would depend upon whether a security holder sold the stock at a gain, in which
case the security holder would be subject to a capital gain tax, or at a loss,
in which case the security holder could have the benefit of a capital loss. The
federal tax consequences on a sale of stock by a selling unaffiliated security
holder would vary from security holder to security holder and would depend upon
the facts and circumstances unique to that particular security holder.
(iv) The effect of the Rule 13e-3 Transaction on nonselling
unaffiliated security holders would be that these security holders would benefit
from the increased earnings per share and an increased ownership percentage due
to the decreased number of shares outstanding. These security holders would
share in any future appreciation in market price and value of the stock and in
any future dividends paid on the stock. Since the nonselling unaffiliated
security holders would not be selling stock, there would be no federal tax
consequences based on a sale of the stock. Potentially detrimental to the
nonselling unaffiliated security holders would be the diminution in cash of the
Company used to purchase the stock.
Since it is not known how many shares will be purchased or at what price such
shares would be purchased, specific dollar amounts and percentages are not
practicable.
2
<PAGE>
FAIRNESS OF THE TRANSACTION
(a) The Company reasonably believes that the Rule 13e-3 Transaction is fair
to both selling unaffiliated security holders and nonselling unaffiliated
security holders.
(b) The material factors upon which the beliefs stated in (a) above is based
are as follows:
(i) As of March 31, 2000, the market price of the Company's stock
was $27.00 per share. All purchases by the Company in the Rule 13e-3 Transaction
would be at the then current market price. Any selling unaffiliated security
holders would receive a market price for their stock. All such sales would be
totally voluntary.
(ii) Since the quarter beginning January 1, 1998, the highest bid
price for the Company's stock has been $37.50 per share and the lowest bid price
for the Company's stock has been $25.25 as of March 31, 2000. While, a selling
unaffiliated security holder could be selling his stock at a price under the
historical price over the last two years, the future market price of the
Company's stock is unknown and cannot be predicted, and no unaffiliated security
holder has any guarantee with respect to the future price of the stock.
(iii) The Company has not conducted any appraisals of the value of
the Company or of its stock. Therefore, it does not have any information upon
which to base a discussion of the going concern value of the stock. The Company
believes that the going concern value of the Company would be in excess of the
market price of the stock. However, the Company has no present plans to enter
into any transaction which would cause a sale of the stock of the Company or of
its assets thus allowing unaffiliated security holders to realize the going
concern value of the Company. The only avenue for an unaffiliated security
holder to realize value for his stock is to sell the stock on the open market at
the then market price.
(iv) There have been purchases of securities of the Company made by
the Company since the commencement of the Company's second full fiscal year
preceding the date of this schedule. See Item 2(f).
(v) The Company has not obtained any report, opinion or appraisal
from an outside party as to the value of the Company or of its stock.
(vi) The Company is unaware of any firm offers made by any
unaffiliated person during the two years preceding the date of this Schedule for
the merger or consolidation of the Company into or with any person, the sale or
other transfer of all or any substantial part of the assets of the Company or
securities of the Company which would enable the holder thereof to exercise
control of the Company.
(c) Under Delaware law, the Rule 13e-3 Transaction does not need to be
approved by the stockholders of the Company. Consequently, the Rule 13e-3
Transaction does not need the approval of a majority of the unaffiliated
stockholders.
(d) A majority of the non-employee directors of the Company have not
retained un affiliated representative to act solely on behalf of unaffiliated
stockholders to negotiate the terms of the Rule 13e-3 Transaction or prepare a
report concerning the fairness of such Transaction.
(e) All of the non-employee directors of the Company have approved the
Rule 13e-3 Transaction.
(f) The Company has received no firm offer made by any unaffiliated person,
during the preceding two years for (i) the merger or consolidation of the
Company into or with person or of person into on with the Company, (ii) the sale
or other transfer of all or any substantial part of the assets of the Company or
(iii) a purchase of the securities of the Company which would enable the holder
thereof to exercise control of the Company.
3
<PAGE>
REPORTS, OPINIONS, AND CERTAIN NEGOTIATIONS
(a) The Company has not obtained any reports, opinions or appraisals from an
outside party which is materially related to the fairness of the Rule 13e-3
Transaction.
(b) Not Applicable.
(c) Not Applicable.
INFORMATION WITH RESPECT TO THE COMPANY
Set forth below is certain consolidated financial information with respect
to the Company, excerpted or derived from the audited financial statements
contained in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999. More comprehensive financial information is included in such
reports and other documents filed by the Company with the SEC, and the following
summary is qualified in its entirety by reference to such reports and other
documents and all of the financial information (including any related notes)
contained therein. Such reports and other documents may be inspected and copies
may be obtained from the offices of the SEC in the manner set forth below.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1999 1998
-------- --------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
OPERATING RESULTS:
Interest income................................... $ 23,630 $ 20,040
Interest expense.................................. 8,547 7,109
Net interest income............................... 14,983 12,931
Provision for loan losses......................... 885 580
Noninterest income................................ 3,213 3,154
Noninterest expense............................... 13,349 11,940
Income tax expense................................ 1,385 1,265
-------- --------
Net income........................................ $ 2,577 $ 2,300
======== ========
BALANCE SHEET DATA:
Total assets...................................... $324,777 $269,462
Loans............................................. 246,605 192,596
Deposits.......................................... 270,155 226,034
Stockholders' equity.............................. 22,524 22,638
PER SHARE DATA:
Net income........................................ $ 3.00 $ 2.63
Cash dividends declared........................... 0.52 0.50
Book value at period end.......................... 26.90 26.02
</TABLE>
4
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, it files
annual, quarterly and current reports, proxy statements, and other information
with the SEC. You may read and copy any reports, statements, or other
information that the Company files at the SEC's Public Reference Room at
450 Fifth Street N.W., Washington, D.C. 20549. You may call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. The
Company's SEC filings are also available to the public from commercial document
retrieval services and at the web site maintained by the SEC at
"HTTP://WWW.SEC.GOV."
The SEC allows the Company to incorporate by reference information into this
Notice. This means that the Company can disclose important information by
referring to another document filed separately with the SEC. The information
incorporated by referenced is deemed to be part of this Notice, except for any
information superseded by information in this Notice. This Notice incorporates
by reference Item 8 of the Annual Report on Form 10-K year ended December 31,
1999. This document contains important information about the Company and its
finances.
Documents incorporated by reference are available from the Company without
charge (not including any exhibit to such a document unless such exhibit is
specifically incorporated by reference in this Notice). You may obtain documents
incorporated by reference in this Notice by requesting them in writing or by
telephone as follows:
Upbancorp, Inc.
Attn: Evy Alsaker, Secretary
4753 North Broadway
Chicago, Illinois 60640
Tel: (773) 878-2000
5
