<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
United Oklahoma Bankshares, Inc.
(Name of Subject Company)
Ameribank Corporation
(Bidder)
Common stock, par value $1.00 per share
(Title of Class of Securities)
911266-10-4
(CUSIP Number of Class of Securities)
D. Wesley Schubert
Ameribank Corporation
201 North Broadway
Shawnee, Oklahoma 74801
(405) 273-5000
(Name, Address, and Telephone Numbers of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
With copies to:
N. Martin Stringer, Esq.
McKinney, Stringer & Webster, P.C.
101 North Broadway, Suite 800
(405) 239-6444
Calculation of Filing Fee
Transaction valuation* Amount of Filing Fee
$739,018.00 $147.80
* For purposes of calculating the filing fee only, this calculation
assumes the purchase of 1,478,036 shares of common stock of the
subject company at $0.50 net per share in cash.
[ ] 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: Not Applicable
---------------------------------------------------------
Form or Registration No.: Not Applicable
-------------------------------------------------------
Filing Party: Not Applicable
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Date Filed: Not Applicable
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<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ameribank Corporation
I.R.S. Identification No. 73-1162060
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
See Exhibit (c)(1) for written agreement to file as a group.
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3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
Not Applicable
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
902,266
- ------------------------------------------------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* / /
- ------------------------------------------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
35.6% (Excludes 273,148 shares of United Oklahoma Bankshares, Inc. ("United") Common Stock held by
United as Treasury Stock)
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10 TYPE OF REPORTING PERSON
HC; CO
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</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George N. Cook
S.S. No. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
See Exhibit (c)(1) for written agreement to file as a group.
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Right to acquire 147,370 shares of United Common Stock from Ameribank Corporation
- ------------------------------------------------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* / /
- ------------------------------------------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.8% (Excludes 273,148 shares of United Common Stock held by United as Treasury Stock)
- ------------------------------------------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. Wesley Schubert
S.S. No. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
See Exhibit (c)(1) for written agreement to file as a group.
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
Not Applicable
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- ------------------------------------------------------------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Right to acquire 147,370 shares of United Common Stock from Ameribank Corporation
- ------------------------------------------------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* / /
- ------------------------------------------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.8% (Excludes 273,148 shares of United Common Stock held by United as Treasury Stock)
- ------------------------------------------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Michael Adcock
S.S. No. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b)
See Exhibit (c)(1) for written agreement to file as a group.
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
Not Applicable
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- ------------------------------------------------------------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Right to acquire 147,370 shares of United Common Stock from Ameribank
- ------------------------------------------------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES*
- ------------------------------------------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.8% (Excludes 273,148 shares of United Common Stock held by United as Treasury Stock)
- ------------------------------------------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
IN
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 6
This Schedule 14D-1 relates to the offer by Ameribank Corporation (the
"Purchaser") to purchase up to 1,478,036 of the outstanding shares of common
stock, par value $1.00 per share, of United Oklahoma Bankshares, Inc., an
Oklahoma corporation (the "Company"), at a purchase price of $.50 per share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated November 3, 1995
(the "Offer to Purchase"), and the related Letter of Transmittal (which
collectively constitute the "Offer"), copies of which are filed as Exhibits
(a)(1) and (a)(2) hereto, respectively, and which are incorporated herein by
reference.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is United Oklahoma
Bankshares, Inc. The address of the Company's principal executive offices
is 4600 S.E. 29th Street, Del City, Oklahoma 73115.
(b) The equity securities to which this Schedule 14D-1 relates
are the shares of common stock, par value $1.00 per share (the "Common
Stock"), of the Company. Based on the information available to the
Purchaser, there are 2,532,237 shares of Common Stock outstanding. The
Purchaser is offering to purchase up to 1,478,036 of the shares of Common
Stock at a purchase price of $0.50 per share, net to the seller in cash,
without interest thereon.
(c) Reference is hereby made to the information set forth in
Section 6 ("Price Range of the Shares; Dividends") of the Offer to
Purchase, which information is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (d) Reference is hereby made to the information set
forth in the Introduction, Section 9 ("Certain Information Concerning the
Purchaser") and Schedule I ("Information with Respect to Directors and
Executive Officers of the Purchaser") of the Offer to Purchase, which
information is incorporated herein by reference.
(e) - (f) During the last five years, neither the Purchaser
nor, to the best of its knowledge, any of its executive officers or
directors listed in Schedule I ("Information with Respect to Directors and
Executive Officers of the Purchaser") of the Offer to Purchase has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws.
(g) Not applicable.
-1-
<PAGE> 7
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT
COMPANY.
(a) - (b) Reference is hereby made to the information set
forth in the Introduction and Section 10 ("Background of the Offer;
Contacts with the Company") of the Offer to Purchase, which information is
incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) - (c) Reference is hereby made to the information set
forth in Section 12 ("Source and Amount of Funds") of the Offer to
Purchase, which information is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
PURCHASER.
(a) - (g) Reference is hereby made to the information set
forth in Section 10 ("Background of the Offer; Contacts with the Company"),
Section 11 ("Purpose of the Offer; Plans for the Company") and Section 13
("Dividends and Distributions") of the Offer to Purchase, which information
is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) - (b) Reference is hereby made to the information set
forth in Section 9 ("Certain Information Concerning the Purchaser") and
Section 10 ("Background of the Offer; Contacts with the Company") of the
Offer to Purchase, which information is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Reference is hereby made to the information set forth in the
Introduction, Section 8 ("Certain Information Concerning the Purchaser")
and Section 10 ("Background of the Offer; Contacts with the Company") of
the Offer to Purchase, which information is incorporated herein by
reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Reference is hereby made to the information set forth in Section
16 ("Fees and Expenses") of the Offer to Purchase, which information is
incorporated herein by reference.
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<PAGE> 8
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Reference is hereby made to the information set forth in Section 9
("Certain Information Concerning the Purchaser") of the Offer to Purchase,
which information is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(a) Reference is hereby made to the information set forth in
Section 10 ("Background of the Offer; Contacts with the Company") and
Section 11 ("Purpose of the Offer; Plans for the Company") of the Offer to
Purchase, which information is incorporated herein by reference.
(b) - (c) Reference is hereby made to the information set
forth in the Introduction and Section 15 ("Certain Legal Matters; Required
Regulatory Approvals") of the Offer to Purchase, which information is
incorporated herein by reference.
(d) Reference is hereby made to the information set forth in
Section 7 ("Possible Effects of the Offer on the Market for the Shares;
Margin Regulations") of the Offer to Purchase, which information is
incorporated herein by reference.
(e) Not Applicable.
(f) Reference is hereby made to the information set forth in
the Offer to Purchase and the Letter of Transmittal, which information is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) -- Offer to Purchase, dated November 3, 1995.
(a)(2) -- Form of Letter of Transmittal.
(a)(3) -- Notice of Guaranteed Delivery.
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(5) -- Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) -- Guidelines of the Internal Revenue Service for
Substitution of Taxpayer Identification Number on Substitute Form W-9.
(a)(7) -- Summary Advertisement, dated November 3, 1995.
(b) -- Not Applicable.
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<PAGE> 9
(c)(1) -- Stock Purchase Agreement, dated November 3, 1995
between (1) Ameribank Corporation and (2) George N. Cook, D. Wesley
Schubert and J. Michael Adcock.
(c)(2) -- Stock Purchase Agreement, dated September 29, 1995
between Ameribank Corporation and First Altus Bancorp, Inc., of Altus,
Oklahoma.
(c)(3) -- Stock Purchase Agreement, dated October 2, 1995 between
Ameribank Corporation and Paul Goacher.
(c)(4) -- Stock Purchase Agreement, dated October 18, 1995
between Ameribank Corporation and Southwest Title and Trust Company of
Oklahoma City, Oklahoma.
(d) -- Not Applicable.
(e) -- Not Applicable.
(f) -- Not Applicable.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement
is true, complete and correct.
AMERIBANK CORPORATION
(Date) November 3, 1995
By: /s/ D. Wesley Schubert
------------------------------
Name: D. WESLEY SCHUBERT
Title: Vice President
-4-
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION SEQUENTIAL PAGE NO.
- ------- ----------- -------------------
<S> <C> <C>
99.(a)(1) Offer to Purchase, dated November 3, 1995. 6
99.(a)(2) Form of Letter of Transmittal. 35
99.(a)(3) Notice of Guaranteed Delivery. 48
99.(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, 50
Trust Companies and Other Nominees.
99.(a)(5) Form of Letter to Clients for Use by Brokers, Dealers, 53
Commercial Banks, Trust Companies and Other Nominees.
99.(a)(6) Guidelines of the Internal Revenue Service for 57
Substitution of Taxpayer Identification Number
on Substitute Form W-9.
99.(a)(7) Summary Advertisement, dated November 3, 1995. 62
99.(b) Not Applicable.
99.(c)(1) Stock Purchase Agreement, dated November 3, 1995 65
between (1) Ameribank Corporation and (2) George N.
Cook, D. Wesley Schubert and J. Michael Adcock.
99.(c)(2) Stock Purchase Agreement, dated September 29, 1995 80
between Ameribank Corporation and First Altus
Bancorp, Inc., of Altus, Oklahoma.
99.(c)(3) Stock Purchase Agreement, dated October 2, 1995 82
between Ameribank Corporation and Paul Goacher.
99.(c)(4) Stock Purchase Agreement, dated October 18, 1995 84
between Ameribank Corporation and Southwest Title
and Trust Company of Oklahoma City, Oklahoma.
99.(d) Not Applicable.
99.(e) Not Applicable.
99.(f) Not Applicable.
</TABLE>
-5-
<PAGE> 1
EXHIBIT 99.(a)(1)
OFFER TO PURCHASE FOR CASH
1,478,036 SHARES OF THE
OUTSTANDING SHARES OF COMMON STOCK
OF
UNITED OKLAHOMA BANKSHARES, INC.
AT
$0.50 NET PER SHARE
BY
AMERIBANK CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., OKLAHOMA CITY
TIME, ON DECEMBER 4, 1995, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE (THE "SHARES"), OF UNITED
OKLAHOMA BANKSHARES, INC. (THE "COMPANY") WHICH, TOGETHER WITH ALL SHARES
BENEFICIALLY OWNED BY AMERIBANK CORPORATION (THE "PURCHASER") PRIOR TO THE
COMMENCEMENT OF THE OFFER, REPRESENTS AT LEAST A MAJORITY OF THE TOTAL NUMBER
OF OUTSTANDING SHARES ON A FULLY DILUTED BASIS; AND (ii) THE PURCHASER
RECEIVING REGULATORY APPROVAL, AUTHORIZATION AND CONSENT FROM ALL GOVERNMENTAL
AND QUASI-GOVERNMENTAL AGENCIES HAVING OR CLAIMING JURISDICTION OVER THE
COMPANY AND/OR THE PURCHASER, INCLUDING WITHOUT LIMITATION, THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND THE COMMISSIONER OF THE OKLAHOMA
DEPARTMENT OF BANKING, IN FORM, SCOPE AND SUBSTANCE SATISFACTORY TO THE
PURCHASER, IN THE PURCHASER'S SOLE DISCRETION, TO ACQUIRE UP TO NINETY-FOUR
PERCENT (94%) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY. THE
OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS CONTAINED IN THIS OFFER TO
PURCHASE. SEE THE INTRODUCTION AND SECTIONS 1, 13, AND 14.
NOVEMBER 3, 1995.
-6-
<PAGE> 2
IMPORTANT
The Purchaser reserves the right to amend the Offer (including
amending the purchase price) upon entry into a merger or other similar
agreement with the Company or otherwise or to negotiate a merger or other
similar agreement with the Company not involving a tender offer. The Purchaser
also reserves the right to solicit the votes of the shareholders of the Company
at any annual or special meeting of such shareholders.
Any shareholder desiring to tender all or any portion of such
shareholder's Shares should either (a) complete and sign the Letter of
Transmittal (or a facsimile thereof) in accordance with the instructions in the
Letter of Transmittal and mail or deliver it, together with the certificate(s)
representing tendered Shares and any other required documents, to the
Depositary or (b) request such shareholder's broker, dealer, commercial bank,
trust company or other nominee to effect the transaction on such shareholder's
behalf. A shareholder whose Shares are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must contact such
broker, dealer, commercial bank, trust company or other nominee if the
shareholder desires to tender such Shares.
A shareholder who desires to tender such shareholder's Shares and
whose certificates representing such Shares are not immediately available may
tender such Shares by following the procedures for guaranteed delivery set
forth in Section 3.
The Purchaser has retained the services of Regan & Associates, Inc. to
assist the Purchaser with delivery of this Offer to Purchase and related
materials to shareholders, brokers and other nominees, and to receive inquiries
from shareholders related to the Offer. Questions and requests for assistance
may be directed to Regan & Associates, Inc. at the address and telephone number
listed below. Additional copies of this Offer to Purchase, the Letter of
Transmittal, the Notice of Guaranteed Delivery and other related materials may
be obtained at the Purchaser's expense.
Regan & Associates, Inc.
15 Park Row
New York, NY 10338
1-800-737-3426
-7-
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1. Terms of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Acceptance for Payment and Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3. Procedures for Accepting the Offer and Tendering Shares . . . . . . . . . . . . . . . . . . 7
4. Withdrawal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5. Certain Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6. Price Range of the Shares; Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7. Possible Effects of the Offer on the Market for the Shares; Margin Regulations . . . . . . 11
8. Certain Information Concerning the Company . . . . . . . . . . . . . . . . . . . . . . . . 11
9. Certain Information Concerning the Purchaser . . . . . . . . . . . . . . . . . . . . . . . 12
10. Background of the Offer; Contacts with the Company . . . . . . . . . . . . . . . . . . . . 14
11. Purpose of the Offer; Plans for the Company . . . . . . . . . . . . . . . . . . . . . . . . 16
12. Source and Amount of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
13. Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
14. Certain Conditions of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
15. Certain Legal Matters;
Required Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
16. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
17. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>
Schedule I Information with Respect to Directors and Executive Officers of the
Purchaser
-8-
<PAGE> 4
To: All Holders of Shares of Common Stock of United Oklahoma
Bankshares, Inc.:
INTRODUCTION
Ameribank Corporation, an Oklahoma corporation (the "Purchaser"),
hereby offers to purchase up to 1,478,036 shares (the "Shares") of common
stock, par value $1.00 per share (the "Common Stock"), of United Oklahoma
Bankshares, Inc., an Oklahoma corporation (the "Company"), at a purchase price
of $0.50 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in this Offer to Purchase and
in the related Letter of Transmittal (which together constitute the "Offer").
The Offer is conditioned upon the fulfillment of certain
conditions described herein. The Offer will expire at 5:00 p.m., Oklahoma City
time, on Monday, December 4, 1995, unless extended.
The purpose of the Offer is to acquire control of, and ownership
of up to Ninety-Four Percent (94%) of the common equity interest in, the
Company.
The Offer is subject to the fulfillment of certain conditions,
including the following:
A. Minimum Condition. CONSUMMATION OF THE OFFER IS
CONDITIONED (THE "MINIMUM CONDITION") UPON THERE BEING VALIDLY TENDERED AND NOT
WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN SECTION 1), THAT NUMBER
OF SHARES WHICH, TOGETHER WITH ALL SHARES BENEFICIALLY OWNED BY THE PURCHASER
PRIOR TO THE COMMENCEMENT OF THE OFFER, REPRESENTS AT LEAST A MAJORITY OF THE
TOTAL NUMBER OF OUTSTANDING SHARES ON A FULLY DILUTED BASIS.
According to information available to the Purchaser, as of August
9, 1995, 2,532,237 shares of the Company's Common Stock were outstanding. It
is the Purchaser's understanding that (i) there are no options or other rights
relating to the Company's Common Stock outstanding, and (ii) there are no
securities outstanding that are convertible into Common Stock. As a result,
the Purchaser believes that the Minimum Condition would be satisfied if at
least 363,853 Shares were validly tendered and not withdrawn prior to the
Expiration Date.
B. Regulatory Approval Condition. CONSUMMATION OF THE OFFER
IS CONDITIONED (THE "REGULATORY APPROVAL CONDITION") UPON THE PURCHASER
RECEIVING REGULATORY APPROVAL, AUTHORIZATION AND CONSENT FROM ALL GOVERNMENTAL
AND QUASI-GOVERNMENTAL AGENCIES HAVING OR CLAIMING JURISDICTION OVER THE
COMPANY AND/OR THE PURCHASER, INCLUDING WITHOUT LIMITATION, THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND THE COMMISSIONER OF THE OKLAHOMA
DEPARTMENT OF BANKING, IN FORM, SCOPE AND SUBSTANCE SATISFACTORY TO THE
PURCHASER, IN PURCHASER'S SOLE DISCRETION, TO ACQUIRE UP TO NINETY-FOUR PERCENT
(94%) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY.
-9-
<PAGE> 5
Under the provisions of the Bank Holding Company Act of 1956, as
amended (12 U.S.C. Section 1841, et seq.) (the "Bank Holding Company Act") and
the regulations that have been promulgated thereunder, no bank holding company
shall acquire direct or indirect ownership or control of any voting security of
a bank, if the acquisition results in the company's control of more than five
percent (5%) of the outstanding shares of any class of voting securities
without prior approval of the Board of Governors of the Federal Reserve (the
"Federal Reserve Board"). Contemporaneously with the commencement of the
Offer, the Purchaser is filing an application with the Federal Reserve Board
seeking approval of the acquisition of the voting securities herein described.
Under applicable provisions of the Bank Holding Company Act, the Federal Reserve
Board may disapprove the application if (i) the transaction would result in a
monopoly or would further any combination or conspiracy to monopolize, or
attempt to monopolize, the business of banking in any part of the United
States; (ii) the effect of the transaction may be to substantially lessen
competition in any section of the country, tend to create a monopoly, or in any
other manner be in restraint of trade, unless the Federal Reserve Board finds
that the transaction's anticompetitive effects are clearly outweighed by its
probable effect in meeting the convenience and needs of the community; and (iii)
the applicant has failed to provide the Federal Reserve Board with adequate
assurances that it will make available such information on its operation and
activities of any affiliate of the applicant, that the Federal Reserve Board
deems appropriate to determine and enforce compliance with the Bank Holding
Company Act and other applicable federal banking statutes, and any regulations
thereunder. Moreover, the Federal Reserve Board will also consider in acting
on the application the (i) financial condition and future prospects of the
applicant; (ii) managerial resources of the applicant; and (iii) the convenience
and needs of the community to be served.
Prior to the Purchaser's acquisition of 702,266 shares of Common
Stock and 92,790 shares of 9% Cumulative Nonvoting Preferred Stock, par value
$30.00 per share (the "Preferred Stock"), in May 1995, the Purchaser filed an
application with the Federal Reserve Board seeking approval to acquire those
shares. On April 27, 1995, the Federal Reserve Board approved the transaction
for consummation on or after fifteen (15) calendar days following that date and
the Purchaser acquired the shares on May 16, 1995. See Section 9.
In addition to the requirement under the Bank Holding Company Act,
under the provisions of the Oklahoma Banking Code (Okla. Stat. tit. 6 Section
218) (the "Oklahoma Banking Code"), the approval of the Commissioner of the
Oklahoma Banking Department (the "Commissioner") is required when, in the
opinion of the Commissioner, the condition of any bank is such that the
transfer of capital stock of such bank would jeopardize the interest of its
customers. Contemporaneously with the commencement of the Offer, the Purchaser
will cause a copy of the application filed with the Federal Reserve Board to be
submitted to the Commissioner.
The Purchaser will not accept for payment Shares tendered pursuant
to the Offer unless and until the Purchaser has obtained the approval of the
Federal Reserve Board and the Commissioner to own up to Ninety-Four Percent
(94%) of the outstanding shares of Common Stock of the Company.
-10-
<PAGE> 6
Certain other conditions to the consummation of the Offer are
described in Section 14. Subject to the applicable rules and regulations of
the Securities and Exchange Commission (the "SEC"), the Purchaser expressly
reserves the right to waive any one or more of the conditions to the Offer.
See Section 14.
The Purchaser reserves the right to amend the Offer (including
amending the purchase price) upon entry into a merger or other similar
agreement with the Company or otherwise or to negotiate such an agreement with
the Company not involving a tender offer.
The Purchaser also reserves the right to acquire additional Shares
after consummation of the Offer in open market purchases, through a tender
offer, in privately negotiated transactions or otherwise.
THE OFFER DOES NOT CONSTITUTE A SOLICITATION OR PROXIES FOR ANY
MEETING OR A SOLICITATION OF CALLS FOR A SPECIAL MEETING OF THE COMPANY'S
SHAREHOLDERS. ANY SUCH SOLICITATION WHICH THE PURCHASER AND/OR ITS AFFILIATES
MIGHT MAKE WOULD BE MADE ONLY PURSUANT TO SEPARATE PROXY OR SOLICITATION
MATERIALS COMPLYING WITH ALL APPLICABLE REQUIREMENTS OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
Tendering shareholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the Purchaser
pursuant to the Offer. However, any tendering shareholder or other payee who
fails to complete and sign the Substitute Form W-9 that is included in the
Letter of Transmittal may be subject to a required backup federal income tax
withholding of 31% of the gross proceeds payable to such shareholder or other
payee pursuant to the Offer. See Section 3. The Purchaser will pay all
charges and expenses of Liberty Bank & Trust Company of Oklahoma City, N.A. as
Depositary (the "Depositary"), incurred in connection with the Offer. See
Section 16. The Purchaser has retained the services of Regan & Associates,
Inc. to assist the Purchaser with delivery of this Offer to Purchase and
related materials to shareholders, brokers and other nominees, and to receive
inquiries from shareholders related to the Offer. See Section 16.
THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER.
THE OFFER
1. TERMS OF THE OFFER. Upon the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the Purchaser will
accept for payment and thereby purchase up to 1,478,036 Shares validly tendered
and not withdrawn in accordance with the procedures set forth in Section 4 on
or prior to the Expiration Date. The term "Expiration Date" means 5:00 p.m.,
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<PAGE> 7
Oklahoma City time, on Monday, December 4, 1995, unless and until the
Purchaser, in its sole discretion, shall have extended the period of time for
which the Offer is open, in which event the term "Expiration Date" shall mean
the time and date at which the Offer, as so extended by the Purchaser, shall
expire.
The Purchaser expressly reserves the right, in its sole
discretion, at any time and from time to time, to extend the period during
which the Offer is open for any reason, including the occurrence of any of the
events specified in Section 14, by giving oral or written notice of such
extension to the Depositary. During any such extension, all Shares previously
tendered and not withdrawn will remain subject to the Offer and subject to the
right of a tendering shareholder to withdraw such shareholder's Shares. See
Section 4.
Subject to the applicable rules and regulations of the SEC, the
Purchaser also expressly reserves the right, in its sole discretion, at any
time or from time to time, to (i) delay acceptance for payment of or,
regardless of whether such Shares were theretofore accepted for payment,
payment for any Shares pending receipt of any regulatory or governmental
approvals specified in the Introduction or Sections 14 or 15, (ii) terminate
the Offer (whether or not any Shares have theretofore been accepted for
payment) if any condition referred to in the Introduction or Section 14 has not
been satisfied or upon the occurrence of any event specified in Section 14,
and/or (iii) waive any condition or otherwise amend the Offer in any respect,
in each case, by giving oral or written notice of such delay, termination,
waiver or amendment to the Depositary and, other than in the case of any such
waiver, by making a public announcement thereof. The Purchaser acknowledges
that Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Purchaser to pay the consideration offered or
return the Shares tendered promptly after the termination or withdrawal of the
Offer and that the Purchaser may not delay acceptance for payment of, or
payment for, any Shares upon the occurrence or nonoccurrence of any event
specified in Section 14 without extending the period of time during which the
Offer is open.
The rights reserved by the Purchaser in the preceding paragraph
are in addition to the Purchaser's rights pursuant to Section 14. Any such
extension, delay, termination or amendment will be followed as promptly as
practicable by public announcement thereof, and such announcement in the case
of an extension will be made no later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date. Without
limiting the manner in which the Purchaser may choose to make any public
announcement, subject to applicable law (including Rules 14d-4(c) and 14d-6(d)
under the Exchange Act, which require that material changes be promptly
disseminated to holders of Shares), the Purchaser shall have no obligation to
publish, advertise or otherwise communicate any such public announcement other
than by issuing a release to the Dow Jones News Service.
If the Purchaser makes a material change in the terms of the
Offer, or if it waives a material condition to the Offer (including a waiver of
the Minimum Condition), the Purchaser will disseminate additional tender offer
materials and extend the Offer to the extent required by Rules 14d-4(c) and
14d-6(d) under the Exchange Act. The minimum period during which an offer must
remain open following material changes in the terms of the offer, other than a
change in price or a change in percentage of securities sought, will depend
upon the facts and
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<PAGE> 8
circumstances, including the materiality of the changes. In the SEC's view, an
offer should remain open for a minimum of five business days from the date the
material change is first published, sent or given to the shareholders, and, if
material changes are made with respect to information that approaches the
significance of price and the percentage of securities sought, a minimum of ten
business days may be required to allow for adequate dissemination and
shareholder response. With respect to a change in price or a change in the
percentage of securities sought, a minimum ten business day period from the
date of such change is generally required to allow for adequate dissemination
to shareholders. Accordingly, if prior to the Expiration Date, the Purchaser
decreases the number of Shares being sought, or increases or decreases the
consideration offered pursuant to the Offer, and if the Offer is scheduled to
expire at any time earlier than the period ending on the tenth business day
from the date that notice of such increase or decrease is first published, sent
or given to holders of Shares, the Offer will be extended at least until the
expiration of such ten business day period. For purposes of the Offer, a
"business day" means any day other than a Saturday, Sunday or a United States
government holiday and consists of the time period from 12:01 a.m. through
12:00 midnight, Oklahoma City time.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE
SATISFACTION OF THE MINIMUM CONDITION AND REGULATORY APPROVAL CONDITION. SEE
THE INTRODUCTION AND SECTION 14. Except as otherwise provided in this Section
1, the Purchaser reserves the right (but shall not be obligated), in accordance
with applicable rules and regulations of the SEC, to waive any or all of such
conditions. If, by the Expiration Date, any or all of such conditions have not
been satisfied, the Purchaser may, in its sole discretion, elect to (i) extend
the Offer and, subject to applicable withdrawal rights, retain all tendered
Shares until the expiration of the Offer, as extended, subject to the terms of
the Offer, (ii) waive all of the unsatisfied conditions and, subject to
complying with applicable rules and regulations of the SEC, accept for payment
all Shares so tendered and not extend the Offer, or (iii) terminate the Offer
and not accept for payment any Shares and return all tendered Shares to
tendering shareholders. In the event that the Purchaser waives any condition
set forth in Section 14, the SEC may, if the waiver is deemed to constitute a
material change to the information previously provided to the shareholders,
require that the Offer remain open for an additional period of time and/or that
the Purchaser disseminate information concerning such waiver.
A request is being made to the Company pursuant to Rule 14d-5
under the Exchange Act for the use of the Company's shareholder list and
security position listings for the purpose of disseminating the Offer to
holders of Shares. Upon compliance by the Company with such request, this
Offer to Purchase and the related Letter of Transmittal and, if required, other
relevant materials will be mailed to record holders of Shares and will be
furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the shareholder
list or who are listed as participants in a clearing agency's security position
listing for subsequent transmittal to beneficial owners of Shares.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and
subject to the conditions of the Offer (including, if the Offer is extended or
amended, the terms and conditions of the Offer as so extended or amended), the
Purchaser will purchase, by accepting for payment, and will pay for, up to
1,478,036 Shares validly tendered prior to the Expiration
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<PAGE> 9
Date (and not properly withdrawn in accordance with Section 4) as soon as
practicable after the Expiration Date. If more than 1,478,036 Shares are
validly tendered and not withdrawn prior to the Expiration Date, the Purchaser
expressly reserves the right to purchase such additional Shares or to purchase
Shares tendered on a pro rata basis, disregarding fractions, according to the
number of Shares tendered by each shareholder during the Offer pursuant to Rule
14d-8 of the Exchange Act. In addition, subject to applicable rules and
regulations of the SEC, the Purchaser expressly reserves the right to delay
acceptance for payment of, or payment for, Shares in order to comply, in whole
or in part, with any applicable law or court order. For information with
respect to approvals required to be obtained prior to the consummation of the
Offer, including under the Bank Holding Company Act and the Oklahoma Banking
Code, see the Introduction and Section 15.
In all cases, payment for Shares purchased pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) certificates
for such Shares, (ii) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature guarantees,
and (iii) any other documents required by the Letter of Transmittal.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Shares validly tendered and not
withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance of such Shares for payment pursuant to
the Offer. In all cases, upon the terms and subject to the conditions of the
Offer, payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase price therefor with the Depositary, which will act as
agent for tendering shareholders for the purpose of receiving payment from the
Purchaser and transmitting payment to validly tendering shareholders. UNDER NO
CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE FOR SHARES BE PAID BY THE
PURCHASER.
If any tendered Shares are not purchased pursuant to the Offer for
any reason, or if certificates for Shares are submitted representing more
Shares than are tendered, certificates for Shares representing unpurchased or
untendered Shares will be returned, without expense to the tendering
shareholder, as promptly as practicable following the expiration, termination
or withdrawal of the Offer.
IF, PRIOR TO THE EXPIRATION DATE, THE PURCHASER SHALL INCREASE THE
CONSIDERATION OFFERED TO HOLDERS OF SHARES PURSUANT TO THE OFFER, SUCH
INCREASED CONSIDERATION SHALL BE PAID TO ALL HOLDERS OF SHARES THAT ARE
PURCHASED PURSUANT TO THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR
TO SUCH INCREASE IN CONSIDERATION.
The Purchaser reserves the right to transfer or assign, in whole
or from time to time in part, to one or more of the Purchaser's subsidiaries or
affiliates the right to purchase all or any portion of the Shares tendered
pursuant to the Offer, but any such transfer or assignment will not relieve the
Purchaser of its obligations under the Offer or prejudice the rights of
tendering shareholders to receive payment for Shares validly tendered and
accepted for payment pursuant to the Offer.
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<PAGE> 10
3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES.
In order for Shares to be validly tendered pursuant to the Offer, either (i)
the Letter of Transmittal (or a facsimile thereof), properly completed and duly
executed, together with any required signature guarantees and any other
documents required by the Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase on or prior to the Expiration Date and certificates representing
tendered Shares must be received by the Depositary at one of such addresses on
or prior to the Expiration Date, or (ii) the tendering shareholder must comply
with the guaranteed delivery procedures set forth below.
THE METHOD OF DELIVERY OF CERTIFICATES FOR SHARES, THE LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF
THE TENDERING SHAREHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
Signatures on all Letters of Transmittal must be guaranteed by a
member firm of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc. ("NASD") or a commercial bank
or trust company having an office or correspondent in the United States (each
of the foregoing being referred to as an "Eligible Institution"), unless the
Shares tendered thereby are tendered (i) by a registered holder of Shares who
has not completed either the box labeled "Special Payment Instructions" or the
box labeled "Special Delivery Instructions" on the Letter of Transmittal, or
(ii) for the account of an Eligible Institution. See Instructions 1 and 5 of
the Letter of Transmittal.
If the certificates for Shares are registered in the name of a
person other than the signer of the Letter of Transmittal, then the tendered
certificates must be duly endorsed or accompanied by appropriate stock powers,
in either case signed exactly as the name or names on the registered holder or
holders appear on the certificates, with the signatures on the endorsements or
stock powers guaranteed by an Eligible Institution as provided in the Letter of
Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.
If a shareholder desires to tender Shares pursuant to the Offer
and such shareholder's certificates for Shares are not immediately available or
time will not permit all required documents to reach the Depositary on or prior
to the Expiration Date, such Shares may nevertheless be tendered if all of the
following guaranteed delivery procedures are duly complied with:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by the Purchaser
herewith, is received by the Depositary, as provided below, on or prior to the
Expiration Date; and
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<PAGE> 11
(iii) the certificates for all tendered Shares, in proper form
for transfer, together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantees and
any other documents required by the Letter of Transmittal, are received by the
Depositary within five business days after the date of execution of such Notice
of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or mail
or transmitted by facsimile transmission to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice of
Guaranteed Delivery.
Notwithstanding any other provision hereof, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only after
timely receipt by the Depositary of certificates for such Shares, a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
together with any required signature guarantees and any other documents
required by the Letter of Transmittal. Accordingly, payment might not be made
to all tendering shareholders at the same time, and will depend upon when
certificates for Shares are received by the Depositary.
UNDER THE BACKUP FEDERAL INCOME TAX LAWS APPLICABLE TO CERTAIN
SHAREHOLDERS (OTHER THAN CERTAIN EXEMPT SHAREHOLDERS INCLUDING, AMONG OTHERS,
ALL CORPORATIONS AND CERTAIN FOREIGN INDIVIDUALS), THE DEPOSITARY MAY BE
REQUIRED TO WITHHOLD 31% OF THE AMOUNT OF ANY PAYMENTS MADE TO SUCH
SHAREHOLDERS PURSUANT TO THE OFFER. TO PREVENT BACKUP FEDERAL INCOME TAX
WITHHOLDING, EACH SUCH SHAREHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH
SHAREHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH
SHAREHOLDER IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY
COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. SEE
INSTRUCTION 9 OF THE LETTER OF TRANSMITTAL.
All questions as to the form of documents and the validity,
eligibility (including time of receipt) and acceptance for payment of any
tender of Shares will be determined by the Purchaser, in its sole discretion,
whose determination shall be final and binding on all parties. The Purchaser
reserves the absolute right to reject any or all tenders determined by it not
to be in proper form or the acceptance of or payment for which may, in the
opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves
the absolute right to waive any of the conditions of the Offer or any defect or
irregularity in any tender of Shares of any particular shareholder whether or
not similar defects or irregularities are waived in the case of other
shareholders.
The Purchaser's interpretation of the terms and conditions of the
Offer (including the Letter of Transmittal and the instructions thereto) will
be final and binding. No tender of Shares will be deemed to have been validly
made until all defects and irregularities with respect to such tender have been
cured or waived by the Purchaser. Neither the Purchaser nor any of its
respective affiliates or assigns, nor the Depositary, nor any other person or
entity will be under
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<PAGE> 12
any duty to give any notification of any defects or irregularities in tenders
or incur any liability for failure to give any such notification.
A tender of Shares pursuant to any one of the procedures described
above will constitute the tendering shareholder's acceptance of the terms and
conditions of the Offer, as well as the tendering shareholder's representation
and warranty that such shareholder has the full power and authority to tender
and assign the Shares tendered, as specified in the Letter of Transmittal. The
Purchaser's acceptance for payment of Shares tendered pursuant to any of the
procedures described above will constitute a binding agreement between the
tendering shareholder and the Purchaser upon the terms and subject to the
conditions of the Offer.
By executing a Letter of Transmittal, a tendering shareholder
irrevocably appoints designees of the Purchaser as the shareholder's
attorneys-in-fact and proxies, with full power of substitution, in the manner
set forth in the Letter of Transmittal, to the full extent of such
shareholder's rights with respect to the Shares tendered by the shareholder and
accepted for payment by the Purchaser (and any and all other Shares or other
securities issued or issuable in respect of such Shares on or after the date of
the Offer). All such powers of attorney and proxies shall be considered
irrevocable and coupled with an interest in tendered Shares. Such appointment
will be effective upon the acceptance for payment of such Shares by the
Purchaser in accordance with the terms of the Offer. Upon such acceptance for
payment, all other powers of attorney and proxies given by such shareholder
with respect to such Shares and such other securities or rights prior to such
payment will be revoked, without further action, and no subsequent powers of
attorney and proxies may be given by such shareholder (and, if given, will not
be deemed effective). The designees of the Purchaser will, with respect to the
Shares and such other securities and rights for which such appointment is
effective, be empowered to exercise all voting and other rights of such
shareholder as they in their sole discretion may deem proper at any annual or
special meeting of the Company's shareholders, or any adjournment or
postponement thereof, or by consent in lieu of any such meeting or otherwise.
The Purchaser reserves the right to require that, in order for Shares to be
deemed validly tendered, immediately upon the Purchaser's acceptance for
payment of such Shares, the Purchaser must be able to exercise full voting and
other rights of a record and beneficial holder, including acting by written
consent, with respect to such Shares and such other securities and rights.
4. WITHDRAWAL RIGHTS. Except as otherwise provided in this
Section 4, tenders of Shares made pursuant to the Offer are irrevocable;
provided, however, that Shares tendered pursuant to the Offer may be withdrawn
at any time on or prior to the Expiration Date and, unless theretofore accepted
for payment as provided herein, may also be withdrawn at any time after January
1, 1996 (or such later date as may apply in case the Offer is extended).
If, for any reason whatsoever, acceptance for payment of any
Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to
accept for payment or pay for Shares tendered pursuant to the Offer, then,
without prejudice to the Purchaser's rights set forth herein, the Depositary
may, nevertheless, on behalf of the Purchaser, retain tendered Shares and such
Shares may not be withdrawn except to the extent that the tendering shareholder
is entitled to and duly exercises withdrawal rights as described in this
Section 4. Any such delay will be by an extension of the Offer to the extent
required by law.
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<PAGE> 13
In order for a withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase.
Any such notice of withdrawal must specify the name of the person who tendered
the Shares to be withdrawn, the number of Shares to be withdrawn, and (if
certificates for Shares have been tendered) the name of the registered holder
of the Shares set forth in the certificate, if different from that of the
person who tendered such Shares. If certificates for Shares have been
delivered or otherwise identified to the Depositary, then prior to the physical
release of such certificates, the tendering shareholder must submit the serial
numbers shown on the particular certificates evidencing the Shares to be
withdrawn and the signature on the notice of withdrawal must be guaranteed by
an Eligible Institution, except in the case of Shares tendered for the account
of an Eligible Institution. Withdrawals of Shares may not be rescinded. Any
Shares properly withdrawn will be deemed not validly tendered for purposes of
the Offer, but may be retendered at any subsequent time prior to the Expiration
Date by following any of the procedures described in Section 3.
All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by the Purchaser, in its
sole discretion, whose determination shall be final and binding. Neither the
Purchaser nor any of its affiliates or assigns, nor the Depositary, nor any
other person or entity will be under any duty to give any notification of any
defect or irregularity in any notice of withdrawal or incur any liability for
failure to give any such notification.
5. CERTAIN TAX CONSEQUENCES. The receipt of cash for Shares
pursuant to the Offer or the Proposed Transaction will be a taxable transaction
for federal income tax purposes and may also be a taxable transaction under
applicable state, local, foreign and other tax law. For federal income tax
purposes, each selling shareholder would generally recognize gain or loss equal
to the difference between the amount of cash received and such shareholder's
tax basis for the Shares sold. Such gain or loss will be capital gain or loss
(assuming the Shares are held as a capital asset) and any such capital gain or
loss will be long term if, as of the date of sale, the Shares were held for
more than one year or will be short term if, as of such date, the Shares were
held for one year or less.
The foregoing discussion may not be applicable to certain types of
shareholders, including shareholders who acquired Shares pursuant to the
exercise of employee stock options or otherwise as compensation, individuals
who are not citizens or residents of the United States, foreign corporations,
and entities that are otherwise subject to special tax treatment under the
Internal Revenue Code of 1986, as amended (such as, but not limited to,
insurance companies, tax-exempt entities and regulated investment companies).
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY AND IS BASED ON CURRENT LAW. DUE TO THE INDIVIDUAL
NATURE OF TAX CONSEQUENCES, EACH SHAREHOLDER IS URGED TO CONSULT SUCH
SHAREHOLDER'S TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO SUCH
SHAREHOLDER OF THE OFFER AND THE PROPOSED TRANSACTION, INCLUDING THE EFFECTS OF
APPLICABLE STATE, LOCAL AND FOREIGN TAX LAWS.
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<PAGE> 14
6. PRICE RANGE OF SHARES; DIVIDEND. The Common Stock is not
listed on a national securities exchange or quoted on the National Quotation
Bureau's "Pink Sheets." During 1994, limited transactions occurred of which
the Purchaser is aware. The Company reported the average of the bid and ask
price of $0.01 and $0.10, respectively, at February 1, 1995. There is
currently no established public trading market for the Company's Common Stock.
Based on certain information provided by the Company, the Purchaser understands
that on September 12, 1994, the Company repurchased 111,892 Shares from
Commercial Bank & Trust of Muskogee, Oklahoma for $0.10 per share.
Pursuant to the terms of a Stock Purchase Agreement, dated January
18, 1995, between the Purchaser and certain shareholders of the Company, the
Purchaser acquired 702,266 shares of the Common Stock and 92,790 shares of the
Company's Preferred Stock for the sum of $3,422,755 on May 16, 1995.
SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET PRICE FOR THE
SHARES.
The Company has 145,199 shares of Preferred Stock outstanding
which have an aggregate par value of $4,355,970. No dividends have been paid
on the Preferred Stock since October 1, 1985. Cumulative unpaid dividends at
June 30, 1995 approximated $3,822,580, or approximately $26.33 per Share.
Until the dividends payable on the Preferred Stock are brought current, no
dividends may be paid on the Common Stock.
7. POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE
SHARES; MARGIN REGULATIONS. The Shares are currently registered under Section
12(g) of the Exchange Act. However, the purchase of Shares pursuant to the
Offer will reduce the number of Shares that might otherwise trade publicly and
could adversely affect the liquidity and market value of the remaining Shares
held by the public. The Purchaser cannot predict whether the reduction in the
number of Shares that might otherwise trade publicly would have an adverse or
beneficial effect on the market price for or marketability of the Shares or
whether it would cause future market prices to be greater or less than the
Offer price therefor. However, if the number of shareholders of record of the
Company's Common Stock is less than three hundred after this Offer is
completed, the Purchaser presently intends to seek termination of such
registration of the Common Stock. The effect of such termination would be to
restrict severely or eliminate any public market for the Shares and the Shares
would not be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association. See Section 11.
The Shares are not "margin securities" under the regulations of
the Board of Governors of the Federal Reserve System, which regulations have
the effect, among other things, of allowing brokers to extend credit on the
collateral of such margin securities.
8. CERTAIN INFORMATION CONCERNING THE COMPANY. The Company
is an Oklahoma corporation with its principal offices located at 4600 S.E. 29th
Street, Del City, Oklahoma 73115.
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<PAGE> 15
The Company is a one-bank holding company registered under the
Bank Holding Company Act. The principal business of the Company is the
ownership and supervision of United Bank ("UB"), Del City, Oklahoma. As of
June 30, 1995, the Company and its subsidiaries had 57 full-time equivalent
employees. UB is a state chartered banking association whose deposits are
insured pursuant to the Federal Deposit Insurance Act. UB, which operates
primarily in Oklahoma, competes with other financial institutions in its trade
area in providing a full range of traditional banking and related financial
services to the commercial, consumer, energy, real estate and financial
sectors. UB operates two wholly-owned subsidiaries, United Del City Tower,
Inc. ("UDCT") and 4600 Corporation.
UDCT owns and manages United Del City Tower of which the first and
part of the second floors are occupied by UB. The facility was approximately
97% occupied at the end of 1994. 4600 Corporation was formed to sell assets on
which UB foreclosed.
The Company is subject to the information and reporting
requirements of the Exchange Act and, therefore, is required to file periodic
reports, proxy statements and other information with the SEC relating to its
business, financial condition and other matters. Such annual and quarterly
statements, proxy statements and other information relating to the Company may
be inspected and copied at the SEC's public reference facilities at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the
Company is required to file periodic reports and other information with the
Federal Reserve Board. Such periodic reports and other information relating to
the Company may be inspected and copied at the offices of the Federal Reserve
Bank of Kansas City, 925 Grand Ave, Kansas City, Missouri 64198.
Although the Purchaser has no knowledge that such information is
untrue, the Purchaser takes no responsibility for the accuracy or completeness
of any information contained in this Offer to Purchase with respect to the
Company for any failure by the Company to disclose events which may have
occurred or may affect the significance or accuracy of any such information.
9. CERTAIN INFORMATION CONCERNING THE PURCHASER. The
Purchaser is an Oklahoma corporation with its principal offices located at 201
North Broadway, Shawnee, Oklahoma 74801.
The Purchaser was organized in 1982 and is registered as a bank
holding company under the Bank Holding Company Act and primarily engaged,
through its banking subsidiary, American National Bank & Trust Company of
Shawnee ("ANB"), in providing a full range of traditional banking and related
financial services to the commercial, consumer, energy, real estate,
agriculture and financial sectors, principally in the State of Oklahoma. The
principal business address of ANB is 201 North Broadway, Shawnee, Oklahoma
74801.
The name, business address, citizenship, present principal
occupation and employment history for the past five years of each of the
directors and executive officers of the Purchaser is set forth in Schedule I of
this Offer to Purchase.
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<PAGE> 16
Neither the Purchaser nor any of its affiliates is subject to the
information and reporting requirements of the Exchange Act and, therefore, is
not required to file periodic reports, proxy statements or other information
with the SEC relating to their respective businesses, financial condition and
other matters. The Purchaser is, however, required to file periodic reports
and other information with the Federal Reserve Board. Such periodic reports
and other information relating to the Purchaser may be inspected and copied at
the offices of the Federal Reserve Bank of Kansas City, 925 Grand Ave, Kansas
City, Missouri 64198. ANB is also required to file quarterly reports of income
and condition with the Federal Deposit Insurance Corporation, 550 17th Street,
NW, Washington D.C. 20429.
Financial information regarding the Purchaser may be inspected and
copied at the offices of the Federal Reserve Bank of Kansas City as previously
noted. Financial information regarding the Purchaser is not included as the
Purchaser believes that such information is not material to a decision by a
shareholder of the Company whether to sell, tender or hold Shares being sought
in the Offer. The Purchaser is making a cash offer for the Shares and has no
present plans or proposals which would result in an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or its subsidiary. Based on information available to the Purchaser at
the date of this Offer, any such subsequent corporate transaction proposed by
the Purchaser would also be a cash transaction and not a transaction involving
an exchange of shares in the Purchaser or its subsidiary.
During the last ten (10) years, neither the Purchaser nor, to the
best of its knowledge, any of its executive officers or directors listed in
Schedule I attached hereto has been convicted in a criminal proceeding
(excluding traffic violations).
Except as described elsewhere in this Offer to Purchase: (i)
neither the Purchaser nor, to the knowledge of the Purchaser, any of the
persons listed on Schedule I hereto or any associate or majority-owned
subsidiary of the Purchaser beneficially owns or has a right to acquire any
Shares; (ii) neither the Purchaser nor, to the knowledge of the Purchaser, any
of the persons or entities referred to in clause (i) above or any of their
executive officers, directors or subsidiaries has effected any transaction in
the Shares during the past twelve (12) months; (iii) neither the Purchaser nor,
to the knowledge of the Purchaser, any of the persons or entities referred to
in clause (i) above or any of the Purchaser's majority-owned subsidiaries, has
any contract, arrangement, understanding or relationship with any other person
with respect to any securities of the Company (including, but not limited to,
any contract, agreement, understanding or relationship concerning the transfer
or the voting of any such securities, joint ventures, loan or option
arrangements, puts or calls, guaranties of loans, guaranties against loss or
the giving or withholding of proxies, consents or authorizations); (iv) since
January 1, 1992, there have been no transactions which would require reporting
under the rules and regulations of the SEC between the Purchaser or any of its
subsidiaries or, to the knowledge of the Purchaser, any of the persons listed
in Schedule I hereto, on the one hand, and the Company or any of its executive
officers, directors or affiliates, on the other hand; and (v) since January 1,
1992, there have been no contacts, negotiations or transactions between the
Purchaser or any of its subsidiaries or, to the knowledge of the Purchaser, any
of the persons or entities listed on Schedule I hereto, on the one hand, and
the Company or any of its affiliates, on the other hand, concerning a merger,
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<PAGE> 17
consolidation or acquisition, a tender offer or other acquisition of
securities, an election of directors or a sale or other transfer of a material
amount of assets.
10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY. On
May 16, 1995, the Purchaser acquired 702,266 shares of Common Stock of the
Company, or 27.7% of the outstanding shares of Common Stock, and 92,790 shares
of the Preferred Stock, or 63.9% of the outstanding shares of Preferred Stock.
The Purchaser acquired the shares of Common Stock and Preferred Stock from the
following stockholders of the Company:
<TABLE>
<CAPTION>
Number of Number of
Shares of Shares of
Common Stock Preferred Stock
Acquired Acquired
<S> <C> <C>
Gladys Tucker 261,142 36,998
J. N. Ainsworth 28,800 1,890
John Tucker 260,000 2,664
Suzanne Tucker-Fong 150,716 2,664
Joanne Ainsworth 408 34
Marjorie Ainsworth 1,200 34
Oklahoma City Community
Foundation, Inc. -0- 48,506
</TABLE>
At the date of closing of the Purchaser's acquisition of Common
Stock and Preferred Stock, the Board of Directors of the Company consisted of
three (3) directors: Mrs. Gladys Tucker, Willis J. Wheat and J. N. Ainsworth.
At the closing on May 16, 1995, Mrs. Tucker resigned as a director and the
Purchaser's designee, George N. Cook, Jr., was elected as a director of the
Company to fill such vacancy by the remaining members of the Board of the
Company. Pursuant to an agreement with the Purchaser, Messrs. Wheat and
Ainsworth resigned as directors and officers of the Company effective June 15,
1995. D. Wesley Schubert and J. Michael Adcock, designees of the Purchaser,
were elected as directors of the Company to fill such vacancies by the
remaining director of the Company. After the election of Messrs. Schubert and
Adcock to the Board of Directors of the Company, the Purchaser effectively
controls the Company. As noted in Schedule I (Information with Respect to the
Directors and Executive Officers of the Purchaser), Messrs. Cook, Schubert and
Adcock are officers and directors of both the Company and the Purchaser and
have been involved in the decision by the Purchaser to proceed with the Offer.
Because Messrs. Cook, Schubert and Adcock hold these positions with the
Purchaser and the Company, every discussion between any one of them and any
other officer or director of the Purchaser regarding any plan or proposal
affecting the Company of necessity involves contact with a person who is an
officer or director of the Company.
Subsequent to the election of Messrs. Schubert and Adcock as
directors of the Company, they and Mr. Cook have participated in frequent
discussions among themselves and
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<PAGE> 18
with other advisers and representatives of the Purchaser concerning the
Purchaser's desire to acquire a majority of the outstanding shares of Common
Stock of the Purchaser. The Purchaser has obtained information from the
Company with regard to holders of its Common Stock and Preferred Stock.
Messrs. Cook, Schubert and Adcock have also had access to detailed information
concerning the financial condition and operations of the Company and its
subsidiaries. The Purchaser has considered and rejected other methods of
acquiring a majority of the shares of the Company's Common Stock, including a
merger or exchange of shares of Common Stock for the Preferred Stock and
accrued dividends.
The Purchaser decided to seek to acquire additional shares of
Preferred Stock and on July 20, 1995, the Purchaser sent a letter to all
preferred stockholders of the Company offering to purchase all outstanding
shares of Preferred Stock. As a result of that offer, the Purchaser acquired
an additional 8,256 shares of the Company's Preferred Stock, and now owns
101,046 shares, which represents approximately 69.6% of the Preferred Stock.
The Purchaser has entered into a Stock Purchase Agreement, dated
September 29, 1995, with First Altus Bancorp, Inc. of Altus, Oklahoma, to
purchase 84,000 shares of Common Stock at a purchase price equal to $0.50 per
share or the purchase price pursuant to this Offer, if higher. The terms of
the agreement provides that the acquisition of the Common Stock is subject to
receipt of approval from the Federal Reserve Board on or before December 31,
1995. Pending Federal Reserve Board approval, the purchase price and shares of
Common Stock have been deposited in escrow pursuant to the terms of an escrow
agreement.
On October 2, 1995, the Purchaser also entered into a Stock
Purchase Agreement with Paul Goacher, an individual, to purchase 66,000 shares
of Common Stock at a purchase price equal to $0.50 per share or the purchase
price pursuant to this Offer, if higher. As in the agreement with First Altus
Bancorp, Inc., the acquisition is subject to Federal Reserve Board approval on
or before December 31, 1995 and the shares have been deposited in escrow
pursuant to a separate escrow agreement.
In addition, on October 18, 1995, the Purchaser entered into a
Stock Purchase Agreement with Southwest Title and Trust Company of Oklahoma
City, Oklahoma to purchase 50,000 shares of Common Stock at a purchase price
equal to $0.50 per share or the purchase price pursuant to this Offer, if
higher. The consummation of the transaction is subject to Federal Reserve
Board approval and the closing of the transaction is not scheduled to take
place until after January 2, 1996.
The acquisition of 200,000 shares of Common Stock in these three
transactions will increase the Purchaser's ownership to 902,266 shares of
Common Stock or approximately 35.6% of the outstanding shares of Common Stock.
The Purchaser and Messrs. Cook, Schubert and Adcock have entered
into a Stock Purchase Agreement, dated November 3, 1995, which provides that
the Purchaser will sell to each of Messrs. Cook, Schubert and Adcock 16.33% of
the total number of shares of Common Stock and Preferred Stock which the
Purchaser now owns or acquires pursuant to the Offer or in private purchases
thereafter. The terms provide that the purchase price for such stock shall be
the price
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<PAGE> 19
at which the Purchaser acquired the shares plus interest, accrued from the date
of the Purchaser's acquisition of such stock to the closing of the purchase
contemplated by the agreement, at a rate equal to the base rate of interest of
Chase Manhattan Bank, N.A. from time to time. The consummation of the
transactions are subject to (1) approval from the Federal Reserve Board; (2)
the entering into by the parties of a Shareholders' Agreement restricting the
future transfer of the stock by Messrs. Adcock, Schubert and Cook; and (3) the
entering into by the parties of a Voting Trust Agreement appointing the
Purchaser as Trustee to vote the shares of Common Stock.
The $0.50 cash purchase price offered by the Purchaser for Shares
was established after considering, among other things, the underlying book
value and earnings of the Company and its subsidiary, the potential benefits to
the Purchaser from control of a commercial bank in the metropolitan Oklahoma
City market, and prices paid for shares in other transactions during the
preceding year. The purchase price also reflects the Purchaser's judgment as
to a price which might obtain the tender of shares from a sufficient number of
the Company's shareholders to permit deregistration of the Company's Common
Stock pursuant to Section 12(g)(4) of the Exchange Act.
Based upon these and other factors, the Purchaser believes that
the $0.50 purchase price offered for the Shares is fair.
11. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY. The purpose
of the Offer is to acquire control of, and ownership of up to Ninety-Four
Percent (94%) of the common equity interest in, the Company.
The Purchaser reserves the right to amend the Offer (including
amending the purchase price) upon entry into a merger or similar agreement with
the Company or otherwise or to negotiate such an agreement with the Company not
involving a tender offer. The Purchaser also reserves the right to acquire
additional Shares after consummation of the Offer in open market purchases,
through a tender offer, in privately negotiated transactions or otherwise.
If the Purchaser acquires majority control of the Company, it
intends to conduct a further review of the Company and its subsidiary and their
respective assets, businesses, corporate structure, capitalization, operations,
properties, policies, management and personnel. After such review, the
Purchaser will determine what actions or changes, if any, would be desirable in
light of the circumstances which then exist, and reserves the right to effect
such actions or changes. The Purchaser's decisions could be affected by
information hereafter obtained, changes in general economic or market
conditions or in the business of the Company or its subsidiary, actions by the
Company or its subsidiary and other factors.
George N. Cook, D. Wesley Schubert, J. Michael Adcock and Don
Bodard are members of Enterprise Technology Group, L.L.C. ("ETG") which
provides computer hardware and software technology solutions and consulting
services to banks as well as other private and governmental entities. ETG has
provided services to the banking subsidiaries of both the Purchaser and the
Company relating to processing technology. As of the date of the Offer
payments to ETG for such services have not been material. However, in the
event that the
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<PAGE> 20
subsidiary banks of the Purchaser and the Company decide to implement a plan to
upgrade their processing techniques, it is anticipated that ETG would advise
both subsidiary banks and consult with them regarding such implementation. In
that event, the fees payable by the subsidiary banks of the Purchaser and the
Company to ETG would be approximately $87,500 each. The Purchaser believes
that such fees would not exceed the prices charged other customers of ETG and
are competitive with those charged by other companies in the business of
providing such services.
The Common Stock is not listed on a national securities exchange
or quoted in an inter-dealer quotation system of a registered national
securities association. If the Purchaser acquires shares of Common Stock from
enough shareholders to reduce the number of shareholders of record of the
Company's Common Stock to less than three hundred, the Purchaser presently
intends to cause the registration of the Common Stock to be terminated pursuant
to Section 12(g)4 of the Exchange Act. The effect of such termination would be
to restrict severely or eliminate any public market for the Shares and the
Shares would not be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association.
Except as described elsewhere in this Offer to Purchase, the
Purchaser has no present plans or proposals that would relate to or would
result in (i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or its subsidiary, (ii) a
sale or transfer of a material amount of assets of the Company or its
subsidiary, (iii) any change in the present Board of Directors or management of
the Company, (iv) any material changes in the present capitalization or
dividend policy of the Company, (v) any other material change in the Company's
corporate structure or business, (vi) causing a class of securities of the
Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, or (vii) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act.
Prior to making the Offer the Purchaser commenced the process of
seeking regulatory approval for its acquisition of the Company. See the
Introduction and Section 15.
THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY
MEETING OR A SOLICITATION OF CALLS FOR A SPECIAL MEETING OF THE COMPANY'S
SHAREHOLDERS. ANY SUCH SOLICITATION WHICH THE PURCHASER MIGHT MAKE WILL BE
MADE ONLY PURSUANT TO SEPARATE PROXY OR SOLICITATION MATERIALS COMPLYING WITH
ALL APPLICABLE REQUIREMENTS OF THE EXCHANGE ACT.
12. SOURCE AND AMOUNT OF FUNDS. The total amount of funds
required by the Purchaser to purchase all Shares pursuant to the Offer and to
pay all fees and expenses related thereto is estimated to be approximately
$900,000. It is anticipated that the funds required by the Purchaser in
connection with the Offer will be obtained by payment of a dividend to the
Purchaser from the Purchaser's primary operating subsidiary, ANB.
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<PAGE> 21
13. DIVIDENDS AND DISTRIBUTIONS. If the Purchaser acquires
control of the common equity interest in the Company, there are no current
plans to change materially the present dividend policy of the Company.
14. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any
other provision of the Offer, and in addition to (and not in limitation of) the
Purchaser's rights to extend and amend the Offer at any time in its sole
discretion, the Purchaser shall not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC, including Rule
14e-1(c) under the Exchange Act (relating to the Purchaser's obligation to pay
for or return tendered Shares promptly after expiration or termination of the
Offer), to pay for any Shares tendered, and may postpone the acceptance for
payment of or, subject to the restriction referred to above, payment for any
Shares tendered, and may amend or terminate the Offer (whether or not any
Shares have theretofore been purchased or paid for) if, in the sole judgment of
the Purchaser (i) the Minimum Condition has not been satisfied, (ii) the
Regulatory Approval Condition has not been satisfied, or (iii) at any time on
or after June 30, 1995 and before acceptance for payment of, or payment for,
such Shares any of the following events shall occur or shall be deemed by the
Purchaser to have occurred or the Purchaser shall have learned about any such
events applicable to or affecting the Company or any of its affiliates which
shall not have been previously publicly disclosed by the Company:
(a) there shall have been threatened, instituted or pending
any action, proceeding, application, claim or counterclaim by or before any
court, government or governmental, regulatory or administrative agency,
authority or tribunal, domestic or foreign (whether brought by the Company, an
affiliate of the Company or any other person or entity), which (i) challenges
or seeks to challenge the acquisition by the Purchaser of the Shares (or any of
them), restrains, prohibits or delays or seeks to restrain, prohibit or delay
the making or consummation of the Offer or other subsequent business
transaction involving the Purchaser or any of its affiliates and the Company or
its subsidiary, restrains or prohibits or seeks to restrain or prohibit the
performance of any of the contracts or other agreements or arrangements entered
into by the Purchaser or any of its affiliates in connection with the
acquisition of the Company or the Shares (or any of them), or obtains or seeks
to obtain any damages in connection with any of the foregoing, or otherwise
directly or indirectly relates to the transactions contemplated by the Offer,
(ii) makes or seeks to make the purchase of or payment for some or all of the
Shares pursuant to the Offer, or otherwise, illegal, or results in or may
result in a delay in the ability of the Purchaser to accept for payment or pay
for some or all of the Shares, (iii) imposes or seeks to impose limitations on
the ability of the Purchaser or the Company or any of their respective
affiliates or subsidiaries effectively to acquire or hold, or requiring the
Purchaser, the Company or any of their respective affiliates or subsidiaries to
dispose of or hold separate, any portion of the assets or the business of the
Purchaser, the Company or any of their respective affiliates or subsidiaries or
imposes or seeks to impose limitations on the ability of the Purchaser, the
Company or any of their respective affiliates or subsidiaries to continue to
conduct, own or operate all or any portion of their businesses and assets as
heretofore conducted, owned or operated, (iv) imposes or seeks to impose or
results in or may result in limitations on the ability of the Purchaser and/or
any of its affiliates to acquire or hold or to exercise full rights of
ownership of the Shares purchased by them including, but not limited to, the
right to vote the Shares purchased by them on all matters properly presented to
the shareholders of the Company, (v) results in or may result in a material
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<PAGE> 22
limitation or diminution in the benefits expected to be derived by the
Purchaser as a result of the transactions contemplated by the Offer, (vi)
imposes or seeks to impose voting, procedural, price or other requirements in
addition to those under the Oklahoma Act and federal securities laws (each as
in effect on the date of this Offer to Purchase) in connection with the
transactions contemplated by the Offer or any material condition to the Offer
that is unacceptable to the Purchaser, or (vii) otherwise directly or indirectly
relates to the Offer, or any other business transaction with the Company or
which otherwise, in the sole judgment of the Purchaser, might adversely affect
the Company or its subsidiary or the Purchaser or any of the Purchaser's
affiliates or the value of the Shares; or
(b) other than the necessity for the approval of the Federal
Reserve Board and other actions by any domestic or foreign governmental,
administrative or regulatory agency, authority or tribunal described in
paragraph (g) below, any statute, rule, regulation, judgment, decree, order or
injunction shall have been proposed, sought, promulgated, enacted, entered,
enforced or deemed applicable to the Offer or any other proposed business
transaction between the Purchaser or any of its affiliates and the Company or
its subsidiary, or any other action shall have been taken, by any domestic or
foreign government or any governmental, administrative or regulatory authority
or agency or by any court or tribunal, domestic or foreign, that might,
directly or indirectly, result in any of the consequences referred to in
clauses (i) through (vii) of paragraph (a) above; or
(c) any change (or condition, event or development involving a
prospective change) shall have occurred or be threatened in the business,
properties, assets, liabilities, capitalization, shareholders' equity,
condition (financial or otherwise), operations, licenses, franchises, results
of operations or prospects of the Company or its subsidiary, or in general
political, market, economic or financial conditions in the United States or
abroad, which, in the sole judgment of the Purchaser, is or may be materially
adverse to the Company or its subsidiary or its shareholders, or the market
price of, or trading in, the Shares, or the Purchaser shall have become aware
of any facts which are or may be materially adverse with respect to the value
of the Company or its subsidiary or the value of the Shares to the Purchaser or
any of its affiliates; or
(d) a tender or exchange offer for some portion or all of any
outstanding securities of the Company or its subsidiary (including, without
limitation, the Shares) shall have been publicly proposed to be made or shall
have been made by another person (including the Company or its subsidiary or
any of its affiliates), or it shall have been publicly disclosed or the
Purchaser shall have learned that (i) any person (including the Company or its
subsidiary or any of its affiliates), entity or "group" (as defined in Section
13(d)(3) of the Exchange Act) shall have acquired or proposed to acquire more
than 5% of any class or series of capital stock of the Company (including,
without limitation, the Shares) or its subsidiary or shall have been granted
any option, warrant or right, conditional or otherwise, to acquire beneficial
ownership of more than 5% of any class or series of capital stock of the
Company (including, without limitation, the Shares) or its subsidiary, other
than acquisitions by persons or groups who have publicly disclosed such
ownership in a Schedule 13D or 13G on file with the SEC prior to November 3,
1995, or in a statement, report or other filing on file with the Board of
Governors of the Federal Reserve System on or prior to November 3, 1995, or any
such person shall file an amendment to such Schedule 13D or 13G amending its
intent with respect to such class or series of capital stock of
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<PAGE> 23
the Company or its subsidiary or the Company or the Purchaser shall have
learned of such change of intent, or (ii) any such person, entity or group
which has publicly disclosed any such ownership of or right to acquire more
than 5% of the Shares prior to November 3, 1995 shall have acquired or proposed
to acquire additional Shares constituting more than 1% of the Shares or shall
have been granted any option or right to acquire additional Shares constituting
more than 1% of the Shares, (iii) except as publicly disclosed in (A) a
Schedule 13D or 13G on file with the SEC prior to November 3, 1995, or (B) a
statement, report or other filing on file with the Board of Governors of the
Federal Reserve System prior to November 3, 1995, any group shall have been
formed which beneficially owns more than 5% of the Shares, (iv) any person,
entity or group shall have entered into a definitive agreement or an agreement
in principle or made a proposal with respect to a tender offer or exchange
offer for the Shares or a merger, consolidation or other business combination
with or involving the Company, or (v) any person, entity or group shall have
filed a statement with the Board of Governors of the Federal Reserve System in
order to, or made a public announcement reflecting an intent to, acquire the
Company or assets or securities of the Company; or
(e) (i) the Company and the Purchaser shall have reached an
agreement or understanding that the Offer be terminated or amended or the
purchase or payment for Shares be postponed pursuant thereto, or (ii) the
Purchaser or any of its affiliates shall have entered into a definitive
agreement or announced an agreement in principle with respect to any other
business combination with the Company or the purchase of any material portion
of the securities or assets of the Company or its subsidiary; or
(f) the Purchaser shall become aware (i) that any material
contractual right of the Company or its subsidiary shall be impaired or
otherwise adversely affected or that any material amount of indebtedness of the
Company or its subsidiary (other than indebtedness pursuant to term or
revolving credit arrangements provided by banks) shall become accelerated or
otherwise become due or become subject to acceleration prior to its stated due
date, in any case with or without notice or the lapse of time or both as a
result of or in connection with the transactions contemplated by the Offer or
any other business combination involving the Company, (ii) of any covenant,
term or condition in any of the Company's or its subsidiary's instruments or
agreements that has or may have (whether considered alone or in the aggregate
with other covenants, terms or conditions), a material adverse effect on (A)
the business, properties, assets, liabilities, capitalization, shareholder's
equity, condition (financial or otherwise), operations, licenses, franchises,
results of operations or prospects of the Company or its subsidiary (including,
but not limited to, any event of default that may result from the consummation
of the Offer, the acquisition of control of the Company or its subsidiary or
any other business combination involving the Company) or (B) the value of the
Shares in the hands of the Purchaser or any of its affiliates or (C) the
consummation by the Purchaser or any of its affiliates of any other business
combination involving the Company, or (iii) that any report, document,
instrument, financial statement or schedule of the Company or its subsidiary
filed with the SEC contained, when filed, an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading; or
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<PAGE> 24
(g) the regulatory approval, authorization and consent of the
Federal Reserve Board and the Commissioner of the Oklahoma Department of
Banking, in form, scope and substance satisfactory to the Purchaser, in the
Purchaser's sole discretion to acquire up to Ninety-Four Percent (94%) of the
outstanding shares of Common Stock , or any other approval, permit,
authorization, consent or other action of any domestic or foreign governmental,
administrative or regulatory agency, authority or tribunal shall not have been
obtained on terms satisfactory to the Purchaser in its sole discretion.
The foregoing conditions are for the sole benefit of the Purchaser
and its affiliates and may be asserted by the Purchaser regardless of the
circumstances (including, without limitation, any action or inaction by the
Purchaser or any of its affiliates) giving rise to any such condition or may be
waived by the Purchaser, in whole or in part, from time to time in its sole
discretion. The failure by the Purchaser at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such rights and each such
right shall be deemed an ongoing right and may be asserted at any time and from
time to time. Any determination by the Purchaser concerning any of the events
described in this Section 14 shall be final and binding.
A public announcement may be made of a material change in, or
waiver of, such conditions and the Offer may, in certain circumstances, be
extended in connection with any such change or waiver.
15. CERTAIN LEGAL MATTERS; REQUIRED REGULATORY APPROVALS.
Except as described elsewhere in this Offer to Purchase, based on its review of
publicly available information regarding the Company and its subsidiary, the
Purchaser is not aware of any licenses or regulatory permits that appear to be
material to the business of the Company or its subsidiary, and that might be
adversely affected by the Purchaser's acquisition of Shares as contemplated
herein, or any filings, approvals or other actions by or with any domestic or
foreign governmental authority or administrative or regulatory agency that
would be required for the acquisition or ownership of the Shares by the
Purchaser pursuant to the Offer as contemplated herein. Should any such
approval or other action be required, it is presently contemplated that such
approval or action would be sought except as described below under "State
Takeover Laws". Should any such approval or other action be required, there
can be no assurance that any such approval or action, if needed, would be
obtained without substantial conditions or that adverse consequences might not
result to the Company's or its subsidiary's businesses, or that certain parts
of the Company's, the Purchaser's or any of their respective subsidiaries'
businesses might not have to be disposed of or held separate or other
substantial conditions complied with in order to obtain such approval or action
or in the event that such approvals were not obtained or such actions were not
taken. The Purchaser's obligation to purchase and pay for Shares is subject to
certain conditions, including conditions with respect to litigation and
governmental actions. See the Introduction and Sections 1 and 14 for a
description thereof.
State Takeover Laws. A number of states (including Oklahoma,
where the Company is incorporated) have adopted takeover laws and regulations
which purport, to varying degrees, to be applicable to attempts to acquire
securities of corporations which are incorporated in such states or which have
substantial assets, shareholders, principal executive offices or
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<PAGE> 25
principal places of business therein. The Purchaser believes that, excepting
the applicable provisions of the Bank Holding Company Act and the Oklahoma
Banking Code, none of the Oklahoma takeover statutes are applicable to the
Purchaser's acquisition of Shares pursuant to the Offer. To the extent that
certain provisions of any other state's takeover statutes purport to apply to
the Offer, the Purchaser believes that such laws conflict with federal law and
constitute an unconstitutional burden on interstate commerce. In 1982, the
Supreme Court of the United States in Edgar v. Mite Corp., invalidated on
constitutional grounds the Illinois Business Takeovers Statute, which as a
matter of state securities law, made takeovers of corporations meeting certain
requirements more difficult, and the reasoning in such decision is likely to
apply to certain other state takeover statutes. In 1987, however, in CTS Corp.
v. Dynamics Corp. of America, the Supreme Court of the United States held that
the State of Indiana could, as a matter of corporate law and, in particular,
those aspects of corporate law concerning corporate governance,
constitutionally disqualify a potential acquiror from voting on the affairs of
a target corporation without the prior approval of the remaining shareholders,
provided that such laws were applicable only under certain conditions.
Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal district court
in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as
they apply to corporations incorporated outside Oklahoma in that they would
subject such corporations to inconsistent regulations. Similarly, in Tyson
Foods, Inc. v. McReynolds, a Federal district court in Tennessee ruled that
four Tennessee takeover statutes were unconstitutional as applied to
corporations incorporated outside Tennessee. This decision was affirmed by the
United States Court of Appeals for the Sixth Circuit.
Excepting the applicable provisions of the Bank Holding Company
Act and the Oklahoma Banking Code, the Purchaser has not attempted to comply
with any state takeover statutes in connection with the Offer. The Purchaser
reserves the right to challenge the validity or applicability of any state law
allegedly applicable to the Offer and nothing in this Offer to Purchase nor any
action taken in connection herewith is intended as a waiver of that right. In
the event that it is asserted that one or more takeover statutes apply to the
Offer, and it is not determined by an appropriate court that such statute or
statutes do not apply or are invalid as applied to the Offer, the Purchaser may
be required to file certain documents with, or receive approvals from, the
relevant state authorities, and the Purchaser might be unable to accept for
payment or purchase Shares tendered pursuant to the Offer or be delayed in
continuing or consummating the Offer. In such case, the Purchaser may not be
obligated to accept for purchase, or pay for, any Shares tendered. See Section
14.
Antitrust. The Hart-Scott-Rodino Antitrust Improvements Act of
1976 (the "HSR Act") provides that certain acquisition transactions may not be
consummated unless certain information has been furnished to the Antitrust
Division of the Department of Justice (the "Antitrust Division") and the
Federal Trade Commission (the "FTC") and certain waiting period requirements
have been satisfied. The Purchaser believes that the HSR Act is not applicable
to the Purchaser's acquisition of Shares pursuant to the Offer. If the HSR Act
were deemed to be applicable to the acquisition of Shares pursuant to the
Offer, the consummation of the Offer could be delayed pending compliance
therewith.
The Antitrust Division and the FTC may scrutinize the legality
under the antitrust laws of transactions such as the Purchaser's acquisition of
the Shares. Whether or not the HSR
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<PAGE> 26
Act is applicable, the Antitrust Division or the FTC could take any action
under the antitrust laws as it deems necessary or desirable in the public
interest at any time before or after the Purchaser's purchase of the Shares.
Such action may include seeking to enjoin the acquisition of the Shares
pursuant to the Offer or seeking divestiture of the Shares acquired by the
Purchaser. Private parties may also seek to take action under the antitrust
laws. The Purchaser's obligation under the Offer to accept the Shares for
payment is subject to the condition, among others, that there shall not be
instituted or pending any action by any government or governmental authority or
agency, domestic or foreign, challenging the making of the Offer, or the
purchase of the Shares hereunder. See Section 14.
Based upon an examination of publicly available information
relating to the businesses in which the Company and its subsidiary are engaged,
the Purchaser believes that the acquisition of Shares pursuant to the Offer
should not violate the applicable antitrust laws. Nevertheless, there can be
no assurance that a challenge to the Offer on antitrust grounds will not be
made, or, if such challenge is made, what the result will be. See Section 14.
16. FEES AND EXPENSES. Liberty Bank & Trust Company of
Oklahoma City, N.A. has been retained by the Purchaser as the Depositary. The
Purchaser will pay the Depositary reasonable and customary compensation for its
services in connection with the Offer, will reimburse the Depositary for its
reasonable out-of-pocket expenses in connection therewith and will indemnify
the Depositary against certain liabilities and expenses in connection
therewith, including certain liabilities under the federal securities laws.
The Purchaser has retained Regan & Associates, Inc. to assist the Purchaser
with delivery of this Offer to Purchase and related materials to shareholders,
brokers and other nominees, and to receive inquiries from shareholders related
to the Offer. In the event the Purchaser owns at least Fifty-One Percent (51%)
of the outstanding Shares of the Company at the expiration of the Offer, the
Purchaser will pay Regan & Associates, Inc. a fee of $4,000, plus reasonable
out-of-pocket expenses not to exceed $2,500. The Purchaser will also
indemnify Regan & Associates, Inc. against any loss or expense in connection
with the performance of its duties except any loss or expense which is a result
of the negligence or willful misconduct of Regan & Associates, Inc.
Except for the services provided by Regan & Associates, Inc. the Purchaser will
not pay any fees or commissions to any broker, dealer or other person for
soliciting tenders of Shares pursuant to the Offer. Brokers, dealers,
commercial banks and trust companies and other nominees will, upon request, be
reimbursed by the Purchaser for customary clerical and mailing expenses
incurred by them in forwarding offering materials to their customers.
17. MISCELLANEOUS. The Offer is not being made to (nor will
tenders be accepted from or on behalf of) holders of Shares residing in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the securities, blue sky or other laws of such
jurisdiction. However, the Purchaser may, in its discretion, take such action
as it may deem necessary to make the Offer in any jurisdiction and extend the
Offer to holders of Shares in such jurisdiction.
The Purchaser has filed with the SEC a Schedule 14D-1, together
with exhibits, pursuant to Rule 14d-3 under the Exchange Act, furnishing
certain additional information with
-31-
<PAGE> 27
respect to the Offer, and may file amendments thereto. Such Schedule 14D-1 and
any amendments thereto, including exhibits, may be examined and copies may be
obtained at the SEC's public reference facilities at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; and copies may be obtained by mail at
prescribed rates from such office.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATION ON BEHALF OF THE PURCHASER NOT CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, ANY SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. NEITHER THE DELIVERY OF THE OFFER TO PURCHASE NOR ANY PURCHASE
PURSUANT TO THE OFFER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY, THE PURCHASER OR
ANY OF THEIR RESPECTIVE AFFILIATES OR SUBSIDIARIES SINCE THE DATE AS OF WHICH
INFORMATION IS FURNISHED OR THE DATE OF THIS OFFER TO PURCHASE.
AMERIBANK CORPORATION
November 3, 1995
-32-
<PAGE> 28
SCHEDULE I
INFORMATION WITH RESPECT TO THE DIRECTORS AND
EXECUTIVE OFFICERS OF THE PURCHASER
Directors and Executive Officers of the Purchaser. Set forth
below are the name, business address and present principal occupation or
employment, and material occupations, positions, offices or employments for the
past five years of each director and executive officer of the Purchaser.
Except as otherwise noted, each director and executive officer of the Purchaser
is a citizen of the United States and has been employed in his or her present
principal occupation listed below during the last five years.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS
NAME AND BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
- ------------------------- -------------------------------
<S> <C>
Don Bodard Director. Mr. Bodard is Chairman of the Board
201 N. Broadway and President of Ameribank Corporation as well as
Shawnee, OK 74801 an investor and the owner of Ameribank Corporation.
Mr. Bodard also serves as a Director of American
National Bank & Trust Company of Shawnee, a subsidiary
of Ameribank Corporation, and as a Director of Unit
Corporation, a New York Stock Exchange Company. Mr.
Bodard is the father-in-law of J. Michael Adcock.
D. Wesley Schubert C.P.A. For the past thirteen years Mr. Schubert
201 N. Broadway has been employed as a Certified Public
Shawnee, OK 74801 Accountant by various businesses owned by Don
Bodard, owner of Ameribank Corporation. The
businesses are involved in investments, oil and gas,
and banking. Mr. Schubert is a Director and
President of United Oklahoma Bankshares, Inc. and
is a Director of United Bank, Del City and its
subsidiaries, United Del City Tower and
4600 Corporation. Mr. Schubert has been the Vice
Chairman of American National Bank & Trust
Company of Shawnee, a subsidiary of Ameribank
Corporation, and Vice President of Ameribank
Corporation since October 23, 1991. He is also a
Director of Ameribank Corporation and the
Treasurer. Mr. Schubert is Chairman of the Board
of First National Bank of Medicine Lodge, Kansas
and a Director of Medicine Lodge Bancshares, Inc.
</TABLE>
-33-
<PAGE> 29
<TABLE>
<S> <C>
George N. Cook, Jr. Commercial Banker. Since December 16, 1992,
201 N. Broadway Mr. Cook has been President and Chief Executive
Shawnee, OK 74801 Officer of American National Bank & Trust
Company of Shawnee, a subsidiary of Ameribank
Corporation, and serves as a Director and the
Secretary of Ameribank Corporation. From 1990
to 1992, Mr. Cook was an Associate with the
Kansas City bank consulting firm of Swords &
Associates. Mr. Cook is a Director of First
National Bank of Medicine Lodge, Kansas and
Medicine Lodge Bancshares, Inc. He is the
Chairman of the Board of United Oklahoma
Bankshares, Inc. and also the Chairman of the
Board of United Bank, Del City and its subsidiaries,
United Del City Tower, Inc. and 4600 Corporation.
J. Michael Adcock Attorney. Mr. Adcock served in various
128 N. Broadway management positions with Hadson Corporation (a
Shawnee, OK 74801 New York Stock Exchange Company) from 1983
to 1993, including Chief Executive Officer,
President and Chief Operating Officer and General
Counsel. He currently serves as a member of the
Board of Directors of Grant Geophysical, Inc.,
Ameribank Corporation, American National
Bank & Trust Company of Shawnee, First
National Bank of Medicine Lodge, Kansas,
Medicine Lodge Bancshares, Inc., United
Oklahoma Bankshares, Inc. and United Bank, Del
City and its subsidiaries, United Del City Tower
and 4600 Corporation. Mr. Adcock is the
Secretary of United Oklahoma Bankshares, Inc. In
October 1992, Hadson Corporation filed a
Chapter 11 bankruptcy petition and plan of
reorganization. The bankruptcy court confirmed
the plan of reorganization in
November 1992, and the plan was consummated in
December 1992. Upon leaving Hadson
Corporation in December 1993, Mr. Adcock
reentered the private practice of law.
</TABLE>
-34-
<PAGE> 1
EXHIBIT 99.(a)(2)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
UNITED OKLAHOMA BANKSHARES, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 3, 1995
BY
AMERIBANK CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., OKLAHOMA CITY
TIME, ON MONDAY, DECEMBER 4, 1995, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS
LIBERTY BANK & TRUST COMPANY OF OKLAHOMA CITY, N.A.
<TABLE>
<S> <C> <C> <C>
BY MAIL: BY FACSIMILE: BY HAND OR
OVERNIGHT DELIVERY: BY NEW YORK DROP:
LIBERTY BANK & TRUST (405) 231-6058 LIBERTY BANK & TRUST MIDWEST CLEARING CORPORATION
COMPANY OF OKLAHOMA CITY, COMPANY OF OKLAHOMA CITY,
N.A. CONFIRM BY TELEPHONE: N.A.
(405) 231-6331
P. O. BOX 25848 100 N. BROADWAY, 9TH 40 BROAD STREET, 22ND FLOOR
FLOOR
OKLAHOMA CITY, OK 73125 OKLAHOMA CITY, OK 73102 NEW YORK, NY 10004
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS BY MEANS OF A FACSIMILE TRANSMISSION
NUMBER OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE
INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
DESCRIPTION OF SHARES TENDERED
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARE CERTIFICATE(S) TENDERED
(PLEASE FILL IN EXACTLY AS NAME(S) APPEARS ON (PLEASE LIST BELOW-ATTACH ADDITIONAL LIST IF NECESSARY)
CERTIFICATE(S))
- ----------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
CERTIFICATE OF SHARES NUMBER OF
NUMBER(S) REPRESENTED BY SHARES TENDERED*
CERTIFICATE(S)
----------------------------------------------------------------
<S> <C> <C>
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
TOTAL SHARES
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
*UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL SHARES REPRESENTED
BY ALL CERTIFICATES DELIVERED TO THE DEPOSITARY ARE BEING TENDERED. SEE
INSTRUCTION 4.
-35-
<PAGE> 2
ALL TENDERING SHAREHOLDERS SHOULD COMPLETE BOX ABOVE
This Letter of Transmittal is to be completed by holders of shares
of Common Stock, par value $1.00 per share (the "Shares"), of United Oklahoma
Bankshares, Inc. only if certificates for such Shares are to be forwarded
herewith.
Shareholders whose certificates are not immediately available or
who cannot deliver their certificates and all other documents required hereby
to the Depositary on or prior to the Expiration Date (as defined in Section 1
of the Offer to Purchase), must tender their Shares according to the guaranteed
delivery procedures set forth in Section 3 of the Offer to Purchase. See
Instruction 2.
/ / CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holders(s)_______________________________________
Date of Execution of Notice of Guaranteed Delivery_____________________
Name of Institution Which Guaranteed Delivery__________________________
Window Ticket Number (if available)____________________________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS.
-36-
<PAGE> 3
Greetings:
The undersigned hereby tenders to Ameribank Corporation, an
Oklahoma corporation (the "Purchaser"), the above described shares of Common
Stock, par value $1.00 per share (the "Shares"), of United Oklahoma Bankshares,
an Oklahoma corporation (the "Company"), at a price of $0.50 per Share, net to
the seller in cash without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 3, 1995 (the
"Offer to Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which together with the Offer to Purchase constitutes
the "Offer").
Subject to, and effective upon, acceptance for payment of the
Shares surrendered hereby in accordance with the terms and subject to the
conditions of the Offer, the undersigned hereby sells, assigns, and transfers
to, or upon the order of, the Purchaser all right, title, and interest in and
to all the Shares or any other distribution (including, without limitation, the
issuance of additional Shares pursuant to a stock dividend or stock split, the
issuance of other securities or the issuance of rights for the purchase of any
securities) with respect to the Shares that is declared or paid by the Company
on or after November 3, 1995 and is payable or distributable to shareholders of
record on a date prior to the transfer into the name of the Purchaser or its
nominees or transferees on the Company's stock transfer records of the Shares
purchased pursuant to the Offer (a "Distribution") and irrevocably constitutes
and appoints the Depositary the true and lawful agent, attorney-in-fact and
proxy of the undersigned to the full extent of the undersigned's rights with
respect to such Shares (and any Distributions) with full power of substitution
(such power of attorney and proxy being deemed to be an irrevocable power
coupled with an interest), to (a) deliver certificates for such Shares (and any
Distributions), together with all accompanying evidences of transfer and
authenticity, to or upon the order of the Purchaser upon receipt by the
Depositary, as the undersigned's agent, of the purchase price, (b) present such
Shares (and any Distributions) for transfer on the books of the Company, and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and any Distributions), all in accordance with the
terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign, and transfer
the Shares tendered hereby (and any Distributions) and that, when the same are
accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable, and unencumbered title thereto, free and clear of all liens,
restrictions, pledges, charges, and encumbrances and the same will not be
subject to any adverse claim. The undersigned, upon request, will execute and
deliver any additional documents deemed by the Depositary or the Purchaser to
be necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby (and any Distributions). In addition, the undersigned
shall promptly remit and transfer to the Depositary for the account of the
Purchaser any and all other Distributions in respect of the Shares tendered
hereby, accompanied by appropriate documentation of transfer and, pending such
remittance or appropriate assurance thereof, the Purchaser shall be entitled to
all rights and privileges as owner of any such Distributions, and may withhold
the entire purchase price or deduct from the purchase price of Shares tendered
hereby the amount or value thereof, as determined by the Purchaser in its sole
discretion. The undersigned represents that he or she has read and agreed to
all the terms and conditions set forth herein and in the Offer to Purchase.
-37-
<PAGE> 4
The name(s) and address(es) of the registered owner(s) should be
printed exactly as they appear on the certificates representing Shares tendered
hereby. The certificates and the number of Shares that the undersigned wishes
to tender should be indicated in the appropriate boxes.
The undersigned hereby irrevocably appoints D. Wesley Schubert and
George N. Cook the attorneys-in-fact and proxies of the undersigned, each with
full power of substitution, to vote in such manner as each such attorney and
proxy or his substitute shall, in his sole discretion, deem proper and
otherwise act (including pursuant to written consent), with respect to all of
the Shares tendered hereby (and any Distributions) which have been accepted for
payment by the Purchaser prior to the time of such vote or action which the
undersigned is entitled to vote at any meeting of shareholders (whether annual
or special and whether or not an adjourned meeting) of the Company, or by
written consent in lieu of such meeting, or otherwise. This power of attorney
and proxy is coupled with an interest in the Shares and is irrevocable and is
granted in consideration of, and is effective upon, the acceptance for payment
of such Shares by the Purchaser in accordance with the terms of the Offer.
Such acceptance for payment shall revoke any other power of attorney and proxy
granted by the undersigned at any time with respect to such Shares (and any
Distributions) and no subsequent powers of attorney or proxies will be given
(and if given will be deemed not to be effective) with respect thereto by the
undersigned. The Purchaser reserves the right to require that, in order for
Shares to be deemed validly tendered, immediately upon the Purchaser's
acceptance for payment of such Shares the Purchaser is able to exercise full
voting rights with respect to such Shares and other securities, including
voting at any meeting of shareholders.
All authority herein conferred or herein agreed to be conferred
shall not be affected by and shall survive the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the successors, assigns, heirs, executors, administrators, and legal
representatives of the undersigned. Except as stated in the Offer to Purchase,
this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any
of the procedures described in the Offer and in the instructions hereto will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions set forth in the Offer.
Unless otherwise indicated under Box A entitled "Special Payment
Instructions", please issue the check for the purchase price of any Shares
purchased and/or return any certificates for Shares not tendered or accepted
for payment in the name(s) of the undersigned. Similarly, unless otherwise
indicated in Box B entitled "Special Delivery Instructions", please mail the
check for the purchase price of any Shares purchased and/or return any
certificates for Shares not tendered or accepted for payment (and accompanying
documents, as appropriate) to the undersigned at the address shown below the
undersigned's signature. In the event that both Box A entitled "Special
Delivery Instructions" and Box B entitled "Special Delivery Instructions" are
completed, please issue the check for the purchase price of any Shares
purchased and/or return any certificates for Shares not tendered or accepted
for payment in the name(s) of, and mail said check and/or return certificates
to, the person(s) so indicated. See Instructions 4, 5, 6 and 7.
-38-
<PAGE> 5
The undersigned recognizes that the Purchaser has no obligation pursuant to the
"Special
-39-
<PAGE> 6
Payment Instructions" to transfer any Shares from the name of the registered
holder thereof if the Purchaser does not accept for payment any of the Shares
so tendered.
<TABLE>
<S> <C>
----------------------------------------------------- -------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 5, 6 AND 7) (SEE INSTRUCTIONS 2, 5, 6 AND 7)
BOX A BOX B
To be completed ONLY if certificates for Shares not To be completed ONLY if the check for the purchase
tendered or not purchased and/or the check for the price of Shares purchased and/or certificates for
purchase price of Shares purchased are to be issued Shares not tendered or not purchased are to be sent
in the name of someone other than the undersigned. to someone other than the undersigned, or to the
undersigned at an address other than that shown under
"Description of Shares Tendered".
Issue check and/or certificates to: Mail check and/or certificates to:
Name: Name:
------------------------------------------------ --------------------------------------------------
(Please Print) (Please Print)
Address: Address:
-------------------------------------------- -----------------------------------------------
----------------------------------------------------- -------------------------------------------------------
----------------------------------------------------- -------------------------------------------------------
(Include Zip Code) (Include Zip Code)
(See Form W-9 Below)
----------------------------------------------------- -------------------------------------------------------
(Taxpayer Identification or Social Security No.) (Taxpayer Identification or Social Security No.)
(Also complete Substitute Form W-9)
----------------------------------------------------- -------------------------------------------------------
</TABLE>
ALL TENDERING SHAREHOLDERS SHOULD COMPLETE BOX C
-40-
<PAGE> 7
<TABLE>
<S> <C>
BOX C ALL SHAREHOLDERS SIGN HERE
(In addition, complete Substitute Form W-9 Below)
X Address
------------------------------------------------ --------------------------------------------------
X
------------------------------------------------ ----------------------------------------------------------
Signature(s) of Owner(s)
----------------------------------------------------------
(Include Zip Code)
Dated:
---------------------------------------------
(Must be signed by registered holder(s) exactly as ---------------------- -----------------------------
name(s) appear(s) on stock certificate(s) or on a Area Code and Taxpayer Identification
security position listing or by person(s) authorized Telephone Number or Social Security No.
to become registered holder(s) by certificates,
endorsements and documents transmitted herewith. If GUARANTEE OF SIGNATURE(S)
signature is by a trustee, executor, administrator, (See Instruction 1 and 5)
guardian, attorney-in-fact, officer of a corporation
or other person acting in an fiduciary or Authorized Signature
representative capacity, please set forth full title --------------------------------------
and see Instruction 5.)
Name(s) Name and Title
-------------------------------------------- --------------------------------------------
- ---------------------------------------------------- ----------------------------------------------------------
(Please Print)
Name of Firm
---------------------------------------------
Capacity Address
------------------------------------------- ---------------------------------------------------
----------------------------------------------------------
Area Code & Telephone No.
--------------------------------
Dated:
----------------------------------------------------
</TABLE>
ALL SHAREHOLDERS MUST COMPLETE THE SUBSTITUTE FORM W-9;
FAILURE TO DO SO MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY
PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
-41-
<PAGE> 8
INSTRUCTIONS FOR SURRENDERING CERTIFICATE(S) FOR SHARES
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required if (i) this Letter of Transmittal is signed by the
registered holder of the Shares tendered herewith, unless such holder has
completed either the box entitled "Special Delivery Instructions" or the box
entitled "Special Payment Instructions," or (ii) the Shares are tendered for the
account of a firm which is a member of a registered national securities
exchange or of the National Association of Securities Dealers, or by a
commercial bank or trust company having an office or correspondent in the
United States (each of the foregoing firms, banks and trust companies being
referred to as an "Eligible Institution"). In all other cases, all signatures
on this Letter of Transmittal must be guaranteed by an Eligible Institution.
See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates. This Letter
of Transmittal is to be completed by shareholders if certificates for Shares
are to be forwarded herewith to the Depositary. Certificates for all
physically tendered Shares, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth herein on or prior to the Expiration Date.
Shareholders whose certificates are not immediately available or who cannot
deliver their certificates and all other required documents to the Depositary
on or prior to the Expiration Date must tender their Shares by properly
completing and executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Pursuant to such procedure: (i) such tender must be made by or through an
Eligible Institution, (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by the Purchaser, must
be received by the Depositary on or prior to the Expiration Date, and (iii) the
certificates for all physically tendered Shares, in proper form for transfer,
together with a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) with any required signature guarantees and any other
documents required by this Letter of Transmittal, must be received by the
Depositary within five (5) business days (excluding Saturdays, Sundays and
United States government holidays) after the date of execution of such Notice
of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF CERTIFICATES FOR SHARES, THIS LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND SOLE RISK
OF THE TENDERING SHAREHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering shareholders, by execution
of this Letter of Transmittal (or facsimile thereof), waive any right to
receive any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares and any other required
information should be listed on a separate signed schedule attached hereto.
-42-
<PAGE> 9
4. Partial Tenders. If fewer than all the Shares evidenced by any
certificate submitted are to be tendered, fill in the number of Shares which
are to be tendered in the box entitled "Number of Shares Tendered." In such
case, a new certificate for the remainder of the Shares that were evidenced by
old certificate(s) will be sent to the registered holder, unless otherwise
provided in the appropriate box marked "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal, as soon as
practicable after the Expiration Date. All Shares represented by
certificate(s) delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. Signatures. If you are the person whose name appears on the
certificate(s) for Shares being surrendered, sign this Letter of Transmittal
exactly as your name appears on such certificate(s) as the signature must
correspond exactly with the name written on the face of the certificate(s)
without alteration, enlargement, or any change whatsoever and do not endorse
the certificate(s) you are surrendering or provide separate stock powers.
If you are surrendering certificate(s) for Shares on which there appears a
name other than your own (i) the surrendered certificate(s) must be duly
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of such registered owner or owners appear on such
certificate(s), and (ii) the signature or signatures on each endorsement or
stock power must be guaranteed by an Eligible Institution.
If any certificate(s) for Shares are registered in the name of two or more
holders, each person named in the certificate(s) must sign this Letter of
Transmittal. If an executor, administrator, trustee, guardian,
attorney-in-fact, corporate officer, or other person acting in a fiduciary or
representative capacity signs this Letter of Transmittal (or, where required,
signs or endorses certificate(s) for Shares or stock powers), such person
should indicate his or her full title when signing and should submit to the
Depositary along with this Letter of Transmittal proper evidence of the
signer's authority to act. Additional evidence of authority may be required by
the Depositary at its discretion.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
Signatures on all Letters of Transmittal must be guaranteed by an Eligible
Institution if Box A or Box B has been completed.
6. Stock Transfer Taxes. Except as set forth in this Instruction 6,
the Purchaser will pay or cause to be paid any stock transfer taxes with
respect to the transfer and sale of purchased Shares to it or its order
pursuant to the Offer to Purchase. If, however, payment of the purchase price
is to be made to, or if certificates for Shares not tendered or purchased are
to be registered in the name of, any person other than the registered holder,
or if tendered certificates are registered in the name of any person other than
the person(s) signing this Letter of transmittal, the amount of any stock
transfer taxes (whether imposed on the registered holder, or such other person
or otherwise) payable on account of the transfer to such person will be
deductible from the purchase price unless evidence satisfactory to the
Depositary of the payment of such taxes, or exemption therefrom, is submitted.
-43-
<PAGE> 10
7. Special Payment and Delivery Instructions. If a check is to be
issued in the name of and/or certificates for Shares not tendered or not
purchased are to be issued to a person other than the signer of this Letter of
Transmittal or if a check is to be sent and/or such certificates are to be
returned to someone other than the signer of this Letter of Transmittal or to
an address other than that shown under "Description of Shares Tendered," the
appropriate box or boxes on this Letter of Transmittal should be completed.
See Instruction 1.
8. Lost, Destroyed or Stolen Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Depositary. The shareholder will then be instructed as to
the steps that must be taken in order to replace the certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, stolen or destroyed certificates have been
followed.
9. 31% Backup Withholding; Substitute Form W-9. Under federal income
tax law, the Depositary will be required to withhold 31% of the amount of any
payments made to certain shareholders pursuant to the Offer. In order to avoid
such backup withholding, each tendering shareholder and, if applicable, each
other payee must provide the Depositary with such shareholder's or payee's
correct taxpayer identification number ("TIN") and certify that such
shareholder or payee is not subject to such backup withholding by completing
the Substitute Form W-9 below or by filing a properly completed Form W-9. In
general, if a shareholder payee is an individual, the TIN is the social
security number of such individual. If the Depositary is not provided with the
correct TIN, the Internal Revenue Service may subject the shareholder or other
payee to a $50.00 penalty.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the shareholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for instructions.
Failure to complete the Substitute Form W-9 (or to file a Form W-9) will
not, by itself, cause Shares to be deemed invalidly tendered, but may require
the Depositary to withhold 31% of the amount of any payments made pursuant to
the Offer. Backup withholding is not an additional federal income tax.
Rather, the federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service provided that the required information is furnished to the
Internal Revenue Service.
The Certificate of Awaiting Taxpayer Identification Number must be
completed in order to avoid backup withholding if the tendering shareholder has
not been issued a TIN and has applied for a TIN or intends to apply for a TIN
in the near future. Notwithstanding that the Certificate of Awaiting Taxpayer
Identification Number is completed, the Depositary will withhold 31% of all
payments made prior to the time a properly certified TIN is provided to the
Depositary.
The shareholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record holder of the
Shares or of the last transferee
-44-
<PAGE> 11
appearing on the transfers attached to, or endorsed on, the Shares. If the
Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9"for additional guidance on which number to
report.
10. Irregularities. The Purchaser will determine, in its sole
discretion, all questions as to the validity, form, eligibility (including time
of receipt), and acceptance of any tender of Shares and its determination shall
be final and binding on all parties. The Purchaser reserves the absolute right
to reject any or all tenders determined by it not to be in proper form or the
acceptance of which may, in the opinion of the Purchaser's counsel, be
unlawful. Subject to the applicable regulations of the Securities and Exchange
Commission, the Purchaser also reserves the absolute right to waive any of the
conditions of the Offer to Purchase or any defect or irregularity in the tender
of any particular Shares and the Purchaser's interpretation of the terms of the
Offer to Purchase (including these instructions) will be final and binding on
all parties. No tender of Shares will be deemed to be properly made until all
defects and irregularities have been cured or waived. Unless waived, any
defects or irregularities in connection with tenders must be cured prior to the
Expiration Date. None of the Purchaser, the Depositary, or any other person is
or will be obligated to give notice of defects or irregularities in tenders,
nor shall any of them incur any liability for failure to give any such notice.
11. Questions and Requests for Assistance and Additional Copies.
Questions and requests for assistance may be directed to or additional copies
of the Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of
Transmittal may be obtained from Regan & Associates, Inc., 15 Park Row, New
York, NY 10038, 1-800-737-3426.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY HEREOF)
TOGETHER WITH CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY
THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
-45-
<PAGE> 12
TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS
(SEE INSTRUCTION 9)
PAYOR'S REQUEST FOR TAX IDENTIFICATION NUMBER
AND CERTIFICATION
To avoid withholding on any reportable payment pursuant to Section
3406(a)(1)(C) of the Internal Revenue Code, you must complete the Payor's
Request for Tax Identification Number below.
1. TAXPAYER IDENTIFICATION NUMBER. Enter your taxpayer
identification number in the appropriate box. For most
individual taxpayers, this is the social security number.
------------------------ or ------------------------------
Social Security Number Employer Identification Number
2. BACKUP WITHHOLDING. INITIAL THE BLANK if you are NOT subject
to backup withholding under the provisions of Section
3406(a)(1)(C) of the Internal Revenue Code.
--------------
NOTE: You are subject to backup withholding on reportable payments (including
proceeds from the redemption of shares) if:
(a) You fail to furnish your taxpayer identification number to the
payor; or
(b) The Internal Revenue Service notifies the payor that you
furnished an incorrect taxpayer identification number; or
(c) You are notified that you are subject to backup withholding
(under Section 3406(a)(1)(C) of the Internal Revenue Code); or
(d) You fail to certify to the payor that you are not subject to
backup withholding under Section 3406(a)(1)(C) of the Internal
Revenue Code.
3. CERTIFICATION. Under penalties of perjury, I certify that the
information provided in this Payor's Request for Tax
Identification Number is true, correct and complete.
-----------------------------
SIGNATURE OF SHAREHOLDER
-46-
<PAGE> 13
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF
31% OF ANY PAYMENTS MADE PURSUANT TO THE OFFER TO PURCHASE. FOR ASSISTANCE IN
COMPLETING THE SUBSTITUTE FORM W-9 PLEASE REVIEW INSTRUCTION 9 AND THE ENCLOSED
"GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9".
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU ARE WAITING FOR A TIN TO BE ISSUED
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number by the time of
payment, thirty-one percent (31%) of all reportable payments made to me will be
withheld, but that such amounts will be refunded to me if I then provide a
taxpayer identification number within sixty (60) days.
- -------------------------------- --------------------------------
Signature Date
For further information please call Regan & Associates, Inc. at
1-800-737-3426.
-47-
<PAGE> 1
EXHIBIT 99.(a)(3)
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF SHARES OF COMMON STOCK OF
UNITED OKLAHOMA BANKSHARES, INC.
This Notice of Guaranteed Delivery or a form substantially equivalent
hereto must be completed and delivered to accept the Offer (defined below) if
certificates representing shares of Common Stock, $1.00 par value (the
"Shares"), of United Oklahoma Bankshares, Inc., an Oklahoma corporation (the
"Company"), are not immediately available or if time will not permit all
required documents to reach the Depositary prior to the expiration of the
Offer. This form may be delivered by hand or sent by facsimile transmission or
mail to the Depositary on or prior to the expiration of the Offer and must
include a guarantee by an "Eligible Institution" (as defined below). See
Section 3 of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS
LIBERTY BANK & TRUST COMPANY OF OKLAHOMA CITY, N.A.
<TABLE>
<S> <C> <C> <C>
BY MAIL: BY FACSIMILE: BY HAND OR
OVERNIGHT DELIVERY: BY NEW YORK DROP:
LIBERTY BANK & TRUST (405) 231-6058 LIBERTY BANK & TRUST MIDWEST CLEARING CORPORATION
COMPANY OF OKLAHOMA CITY, COMPANY OF OKLAHOMA CITY,
N.A. CONFIRM BY TELEPHONE: N.A.
P. O. BOX 25848 (405) 231-6331 100 N. BROADWAY, 9TH 40 BROAD STREET, 22ND FLOOR
FLOOR
OKLAHOMA CITY, OK 73125 OKLAHOMA CITY, OK 73102 NEW YORK, NY 10004
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS BY MEANS OF A FACSIMILE
TRANSMISSION NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION"
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
GREETINGS:
THE UNDERSIGNED HEREBY TENDERS TO AMERIBANK CORPORATION, AN OKLAHOMA
CORPORATION (THE "PURCHASER"), UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH IN ITS OFFER TO PURCHASE DATED NOVEMBER 3, 1995 (THE "OFFER TO
PURCHASE"), AND IN THE RELATED LETTER OF TRANSMITTAL (WHICH TOGETHER CONSTITUTE
THE "OFFER"), RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE NUMBER OF SHARES
INDICATED BELOW PURSUANT TO THE GUARANTEED DELIVERY PROCEDURE SET FORTH IN
SECTION 3 OF THE OFFER.
<TABLE>
<S> <C>
NUMBER OF SHARES: ADDRESS:
--------------------------------------
----------------------------------------------
- ------------------------------------------ ----------------------------------------------
(ZIP CODE)
CERTIFICATE NOS. (IF AVAILABLE): AREA CODE & TEL. NO.:
- ------------------------------------------
- ------------------------------------------ X
--------------------------------------------
X
--------------------------------------------
NAME(S) OF RECORD HOLDER(S):SIGNATURE(S)
- ---------------------------------------- DATED: , 199
- ---------------------------------------- ----------------------- ------
</TABLE>
PLEASE TYPE OR PRINT
-48-
<PAGE> 2
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the
United States (each, an "Eligible Institution"), hereby guarantees to deliver
to the Depositary, at one of its addresses set forth above, the certificates
representing all tendered Shares in proper form for transfer, together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantee, and any other documents
required by the Letter of Transmittal, within five (5) New York Stock Exchange
trading days after the date hereof.
Dated: , 199 .
--------------------- --
Name, Address and Telephone No. of Firm:
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
Authorized Signature
----------------------------------------
(Please type or print name)
----------------------------------------
Title
The institution which completes this form must communicate the guarantee to
the Depositary and must deliver the Letter of Transmittal and certificates for
Shares to the Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such institution.
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS FORM.
CERTIFICATES SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.
-49-
<PAGE> 1
EXHIBIT 99.(a)(4)
OFFER TO PURCHASE FOR CASH
1,478,036 SHARES OF COMMON STOCK
OF
UNITED OKLAHOMA BANKSHARES, INC.
AT
$0.50 NET PER SHARE
BY
AMERIBANK CORPORATION
NOVEMBER 3, 1995
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., OKLAHOMA CITY TIME,
ON MONDAY, DECEMBER 4, 1995, UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
The undersigned, Ameribank Corporation, an Oklahoma corporation (the
"Purchaser"), is making an offer to purchase 1,478,036 shares of Common Stock,
par value $1.00 per share (the "Shares"), of United Oklahoma Bankshares, Inc.,
an Oklahoma corporation (the "Company"), at a purchase price of $0.50 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated November 3,
1995 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer") enclosed herewith.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration of the Offer that number of
Shares which, together with the number of Shares beneficially owned by the
Purchaser prior to the commencement of the Offer, represents at least a
majority of the total number of outstanding Shares on a fully diluted basis,
and (ii) the Purchaser receiving regulatory approval, authorization and consent
from all governmental and quasi-governmental agencies having or claiming
jurisdiction over the Company and/or the Purchaser, including without
limitation, the Board of Governors of the Federal Reserve System and the
Commissioner of the Oklahoma Department of Banking, in form, scope and
substance satisfactory to the Purchaser, in the Purchaser's sole discretion, to
acquire up to Ninety-Four Percent (94%) of the outstanding shares of Common
Stock of the Company. If more than 1,478,036 Shares are validly tendered and
not withdrawn prior to the Expiration Date (as defined in the Offer to
Purchase), the Purchaser reserves the right to purchase such additional
-50-
<PAGE> 2
Shares or to purchase Shares tendered on a pro rata basis, disregarding
fractions, according to the number of Shares tendered by each shareholder
during the Offer pursuant to Rule 14d-8 of the Securities Exchange Act of 1934.
The Offer is also subject to other terms and conditions contained in the Offer
to Purchase. See the Introduction and Sections 1, 13 and 14 of the Offer to
Purchase.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. Offer to Purchase, dated November 3, 1995.
2. Letter of Transmittal to tender Shares for your use and for
the information of your clients. Facsimile copies of the
Letter of Transmittal may be used to tender Shares.
3. Notice of Guaranteed Delivery to be used to accept the Offer
if certificates for Shares are not immediately available or if
such certificates and all other required documents cannot be
delivered to Liberty Bank & Trust Company of Oklahoma City,
N.A. (the "Depositary") by the Expiration Date.
4. A form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the
name of your nominee, with space provided for obtaining such
clients' instructions with regard to the Offer.
5. Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9.
6. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., OKLAHOMA CITY TIME, ON MONDAY, DECEMBER 4, 1995, UNLESS
THE OFFER IS EXTENDED.
In order to accept the Offer, a duly executed and properly completed Letter of
Transmittal, together with any required signature guarantees and any other
documents required by the Letter of Transmittal, should be sent to the
Depositary and certificates representing the tendered Shares should be
delivered, all in accordance with the instructions set forth in the Letter of
Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents on or prior to the
Expiration Date, a tender may be effected by following the guaranteed delivery
procedures specified in Section 3 of the Offer to Purchase.
-51-
<PAGE> 3
Except for services provided by Regan & Associates, Inc., the Purchaser will
not pay any commissions or fees to any broker, dealer or other person for
soliciting tenders of Shares pursuant to the Offer. The Purchaser will,
however, upon request, reimburse you for customary clerical and mailing
expenses incurred by you in forwarding any of the enclosed materials to your
clients. The Purchaser will pay or cause to be paid any stock transfer taxes
payable on the transfer of Shares to it, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from Regan &
Associates, 15 Park Row, New York, NY 10038, 1-800-737-3426.
Very truly yours,
AMERIBANK CORPORATION
201 North Broadway
Shawnee, OK
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE COMPANY OR THE DEPOSITARY OR
ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
-52-
<PAGE> 1
EXHIBIT 99.(a)(5)
OFFER TO PURCHASE FOR CASH
1,478,036 SHARES OF COMMON STOCK
OF
UNITED OKLAHOMA BANKSHARES, INC.
AT
$0.50 NET PER SHARE
BY
AMERIBANK CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., OKLAHOMA CITY TIME,
ON MONDAY, DECEMBER 4, 1995, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated November 3,
1995 (the "Offer to Purchase"), and the Letter of Transmittal (which together
constitute the "Offer") and other materials relating to the offer by Ameribank
Corporation, an Oklahoma corporation (the "Purchaser"), to purchase 1,478,036
shares of Common Stock, par value $1.00 per share (the "Shares"), of United
Oklahoma Bankshares, Inc., an Oklahoma corporation (the "Company"), at a
purchase price of $0.50 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF
SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us tender
on your behalf any or all Shares held by us for your account pursuant to the
terms and conditions set forth in the Offer.
Please note the following:
1. The tender price of $0.50 per Share, net to you in cash,
without interest thereon, upon the terms and subject to the
conditions set forth in the Offer.
-53-
<PAGE> 2
2. The Offer is made for up to 1,478,036 Shares. If more than
1,478,036 shares are validly tendered and not withdrawn prior
to the Expiration Date (as defined in the Offer to Purchase),
the Purchaser reserves the right to purchase such additional
Shares or to purchase Shares tendered on a pro rata basis,
disregarding fractions, according to the number of Shares
tendered by each shareholder during the Offer pursuant to Rule
14d-8 of the Securities Exchange Act of 1934.
3. The Offer is conditioned upon, among other things, (i) there
being validly tendered and not withdrawn prior to the
expiration of the Offer that number of Shares which, together
with the number of Shares beneficially owned by the Purchaser
prior to the commencement of the Offer, represents at least a
majority of the total number of outstanding Shares on a fully
diluted basis, and (ii) the Purchaser receiving regulatory
approval, authorization and consent from all governmental and
quasi-governmental agencies having or claiming jurisdiction
over the Company and/or the Purchaser, including without
limitation, the Board of Governors of the Federal Reserve
System and the Commissioner of the Oklahoma Department of
Banking, in form, scope and substance satisfactory to the
Purchaser, in the Purchaser's sole discretion, to acquire up
to Ninety-Four Percent (94%) of the outstanding shares of
Common Shares of the Company.
4. Tendering shareholders will not be obligated to pay brokerage
fees or commissions or, except as otherwise provided in
Instruction 6 of the Letter of Transmittal, stock transfer
taxes on the purchase of Shares by the Purchaser pursuant to
the Offer.
5. The Offer and withdrawal rights will expire at 5:00 p.m.,
Oklahoma City time, on Monday, December 4, 1995, unless the
Offer is extended.
6. Payment for Shares purchased pursuant to the Offer will in all
cases be made only after timely receipt by Liberty Bank &
Trust Company of Oklahoma City, N.A. (the "Depositary") of (a)
certificates for Shares, (b) the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with
any required signature guarantees, and (c) any other documents
required by the Letter of Transmittal. Accordingly, payment
may not be made to all tendering shareholders at the same time
depending upon when certificates for Shares are actually
received by the Depositary.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and
returning to us the instruction form enclosed herewith. If you authorize the
tender of your Shares, all such Shares will be tendered unless otherwise
specified in the instructions. An envelope to return your instructions to us
is enclosed. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf prior to the expiration of the
Offer.
-54-
<PAGE> 3
The Offer is not being made to (nor will tenders be accepted from or on behalf
of) holders of Shares residing in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. However, the Purchaser may, in
its discretion, take such action as it may deem necessary to make the Offer in
any jurisdiction and extend the Offer to holders of Shares in such
jurisdiction.
-55-
<PAGE> 4
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH 1,478,036 SHARES OF COMMON STOCK
OF
UNITED OKLAHOMA BANKSHARES, INC.
BY
AMERIBANK CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to
Purchase, dated November 3, 1995 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer") in connection
with the offer by Ameribank Corporation, an Oklahoma corporation (the
"Purchaser"), to purchase 1,478,036 shares of Common Stock, par value $1.00 per
share (the "Shares"), of United Oklahoma Bankshares, Inc., an Oklahoma
corporation (the "Company"), at a purchase price of $0.50 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Number of Shares to Be Tendered: *
---------------------------
X
---------------------------------
Signature
X
---------------------------------
Signature
----------------------------------
Print Name
----------------------------------
Print Name
-----------------------------------------------------
Address(es)
----------------------------------
Area Code and Telephone Number(s)
----------------------------------
Tax ID or Social Security No(s).
Dated: , 199 .
-------------------- -
*I (we) understand that if I (we) sign this instruction form without indicating
a lesser number of Shares in the space provided below, all Shares held by you
for my (our) account will be tendered.
-56-
<PAGE> 1
EXHIBIT 99.(a)(6)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e., 000-000000. The table below will help determine the
number to give the payer.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE NAME AND SOCIAL SECURITY NUMBER OF--
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. Individual The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined
funds, the first individual on the account(1)
3. Husband and wife (joint account) The actual owner of the account or, if joint funds,
either person(1)
4. Custodian account of a minor (Uniform Gift The minor(2)
to Minors Act)
5. Adult and minor (joint account) The adult or, if the minor is the only contributor,
the minor(1)
6. Account in the name of guardian or The ward, minor, or incompetent person(3)
committee for a designated ward, minor, or
incompetent person
7. a. The usual revocable savings trust The grantor-trustee(1)
account (grantor is also trustee)
b. So-called trust account that is not a The actual owner(1)
legal or valid trust under state law
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or pension trust The legal entity (Do not furnish the identifying
number of the personal representative or trustee
unless the legal entity itself is not designated in
the account title.)(5)
</TABLE>
-57-
<PAGE> 2
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
GIVE THE NAME AND EMPLOYMENT IDENTIFICATION NUMBER
FOR THIS TYPE OF ACCOUNT: OF--
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
10. Corporate account The corporation
11. Religious, charitable, or educational The organization
organization account
12. Partnership account held in the name of the The partnership
business
13. Association, club, or other tax-exempt The organization
organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of Agriculture The public entity
in the name of a public entity (such as a
state or local government, school district,
or prison) that receives agricultural
program payments
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security
number.
(3) Circle the ward's, minor's, or incompetent person's name and furnish
such person's social security number.
(4) You must show your individual name, but you may also enter your
business or "doing business as" name. You may use either your social
security number or employment identification number.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when more than one name is listed, the
number will be considered to be that of the first name listed.
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<PAGE> 3
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service and apply
for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under section 403(b)(7).
- - The United States or any agency or instrumentality thereof.
- - A state, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government,
or agency or instrumentality thereof.
- - An international organization or any agency or instrumentality
thereof.
- - A dealer in securities or commodities required to register in the
United States or a possession of the United States.
- - A futures commission merchant registered with the Commodity Futures
Trading Commission.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a).
- - A trust exempt from tax under section 664 or described in section
4947.
- - An entity registered at all times during the tax year under the
Investment Company Act of 1940.
- - A middleman known in the investment community as a nominee or listed
in the most recent publication of the American Society of Corporate
Securities, Inc., Nominee List.
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<PAGE> 4
- - A foreign central bank of issue.
Payments of dividends and patronage dividends generally not subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under section
1441.
- - Payments to partnerships not engaged in a trade or business in the
United States and which have at least one nonresident partner.
- - Payments of patronage dividends not paid in money.
- - Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding including the
following:
- - Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and
you have not provided your correct taxpayer identification number to
the payer.
- - Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
- - Payments described in section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
- - Mortgage interest paid to you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A and 6050N, and their regulations.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return.
You must provide your TIN whether or not you are required to file a tax return.
Payers must generally withhold 31% of taxable interest, dividend, and certain
other payments to a
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<PAGE> 5
payee who does not furnish a taxpayer identification number to a payer.
Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. --If you
fail to furnish your correct taxpayer identification number to a payer, you
are subject to a penalty of $50 for each such failure unless your failure
is due to reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT
YOUR TAX CONSULTANT OR
THE INTERNAL REVENUE SERVICE
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<PAGE> 1
EXHIBIT 99.(a)(7)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The offer is made solely by the Offer to Purchase
dated November 3, 1995 and the related Letter of Transmittal and is
being made to all holders of shares. The offer is not being made
to, nor will tenders be accepted from or on behalf of, holders
of Shares residing in any jurisdiction in which the making of
the offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
1,478,036 SHARES OF COMMON STOCK
OF
UNITED OKLAHOMA BANKSHARES, INC.
AT
$0.50 NET PER SHARE
BY
AMERIBANK CORPORATION
Ameribank Corporation, an Oklahoma corporation (the "Purchaser"), is offering
to purchase 1,478,036 shares of Common Stock, par value $1.00 per share (the
"Shares"), of United Oklahoma Bankshares, Inc., an Oklahoma corporation (the
"Company"), at a purchase price of $0.50 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated November 3, 1995 (the "Offer to Purchase")
and in the related Letter of Transmittal (which together constitute the
"Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., OKLAHOMA CITY TIME
ON MONDAY, DECEMBER 4, 1995 UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration of the Offer that number of
Shares which, together with the number of Shares beneficially owned by the
Purchaser prior to the commencement of the Offer, represents at least a
majority of the total number of outstanding shares on a fully diluted basis,
and (ii) the Purchaser receiving regulatory approval, authorization and consent
from all governmental and quasi-governmental agencies having or claiming
jurisdiction over the Company and/or the Purchaser, including without
limitation, the Board of Governors of the Federal Reserve System and the
Commissioner of the Oklahoma Department of Banking, in form, scope and
substance satisfactory to the Purchaser, in the Purchaser's sole discretion, to
acquire up to
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<PAGE> 2
Ninety-Four Percent (94%) of the outstanding shares of Common Stock of the
Company. The purpose of the Offer is to acquire control of, and ownership of
up to Ninety-Four Percent (94%) of the common equity interest in the Company.
The Offer is also subject to other terms and conditions contained in the Offer
to Purchase. See the Introduction and Sections 1, 13 and 15 of the Offer to
Purchase.
The Purchaser expressly reserves the right, in its sole discretion, at any time
or from time to time, to extend the period of time during which the Offer is
open for any reason by giving oral or written notice of such extension to
Liberty Bank & Trust Company of Oklahoma City, N.A. (the "Depositary") and by
making a public announcement thereof no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date
(as defined below).
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not withdrawn as,
if and when the Purchaser gives oral or written notice to the Depositary of the
Purchaser's acceptance of such Shares for payment pursuant to the Offer. If
more than 1,478,036 Shares are validly tendered and not withdrawn prior to the
Expiration Date, the Purchaser expressly reserves the right to purchase such
additional Shares or to purchase Shares tendered on a pro rata basis,
disregarding fractions, according to the number of Shares tendered by each
shareholder during the Offer pursuant to Rule 14d-8 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). In all cases, upon the terms and subject to the conditions of
the Offer, payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase price therefor with the Depositary, which will act as
agent for tendering shareholders for the purpose of receiving payment from the
Purchaser and transmitting payment to validly tendering shareholders. Under no
circumstances will interest on the purchase price for Shares be paid by the
Purchaser. In all cases, payment for Shares purchased pursuant to the Offer
will be made only after timely receipt by the Depositary of certificates
representing such Shares, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, together with any required signature
guarantees and any other documents required by the Letter of Transmittal.
Except as otherwise provided in Section 4 of the Offer to Purchase, tenders of
Shares pursuant to the Offer are irrevocable. Shares tendered pursuant to the
Offer may be withdrawn at any time on or prior to the Expiration Date and,
unless theretofore accepted for payment as provided in the Offer to Purchase,
may also be withdrawn at any time after January 1, 1996 (or such later date as
may apply in case the Offer is extended). The term "Expiration Date" means
5:00 p.m., Oklahoma City time, on Monday, December 4, 1995, unless and until
the Purchaser, in its sole discretion, shall have extended the period of time
for which the Offer is open, in which event the term "Expiration Date" shall
mean the time and date at which the Offer, as so extended by the Purchaser,
shall expire. In order for a withdrawal to be effective, a written or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the Letter of Transmittal. Any
such notice of withdrawal must specify the name(s) of the person(s) who
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and,
if certificates for Shares have been delivered to the Depositary, the name of
the registered holder of the Shares as set forth in the certificate for such
Shares, if different from that of the person who tendered such Shares. If
certificates for Shares to be
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<PAGE> 3
withdrawn have been delivered or otherwise identified to the Depositary, then
prior to the physical release of such certificates, the tendering shareholder
must submit the serial number shown on the particular certificates evidencing
the Shares to be withdrawn and the signature on the notice of withdrawal must
be guaranteed by an Eligible Institution (as defined in Section 3 of the
Offer), except in the case of Shares tendered for the account of an Eligible
Institution. All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by the Purchaser, in its
sole discretion, whose determination shall be final and binding. Any Shares
properly withdrawn will be deemed not validly tendered for purposes of the
Offer, but may be retendered at any subsequent time prior to the Expiration
Date by following any of the procedures described in Section 3 of the Offer to
Purchase.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the
General Rules and Regulations under the Exchange Act, is contained in the Offer
to Purchase and is incorporated herein by reference.
A request is being made to the Company for the use of its shareholder list and
security position listings for the purpose of disseminating the Offer to
holders of Shares. Upon compliance by the Company with such request, the Offer
to Purchase, the related Letter of Transmittal and, if required, other relevant
materials will be mailed to record holders of Shares and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the shareholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing for subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
The Purchaser has retained the services of Regan & Associates, Inc. to assist
the Purchaser with delivery of the Offer to Purchase and related materials to
shareholders, brokers and other nominees, and to received inquiries from
shareholders related to the Offer. Questions and requests for assistance may
be directed to Regan & Associates, Inc. at the address and telephone number
listed below. Additional copies of the Offer to Purchase, the Letter of
Transmittal, the Notice of Guaranteed Delivery and other related materials may
be obtained at the Purchaser's expense. Except for services provided by Regan
& Associates, Inc., no fees or commissions will be paid to any broker or dealer
or any other person for soliciting tenders of Shares pursuant to the Offer.
Regan & Associates, Inc.
15 Park Row
New York, NY 10038
1-800-737-3426
November 3, 1995
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<PAGE> 1
EXHIBIT 99.(C)(1)
TO SCHEDULE 14D-1
STOCK PURCHASE AGREEMENT
This Agreement entered into this 3rd day of November 1995 between
Ameribank Corporation ("Ameribank") of Shawnee, Oklahoma, and J. MICHAEL
ADCOCK, D. WESLEY SCHUBERT and GEORGE N. COOK, JR. ("Purchasers"), all of
Shawnee, Oklahoma.
WHEREAS, Ameribank owns or through acquisition will own certain Common
Stock and 9% Cumulative Non-Voting Preferred Stock ("Preferred Stock") of
United Oklahoma Bankshares, Inc. (the "Company"); and
WHEREAS, Ameribank desires to sell to each individual Purchaser sixteen
and one-third percent (16 1/3%) of the shares of Common Stock and Preferred
Stock of the Company acquired by Ameribank; and
WHEREAS, this Agreement sets forth the understandings and agreements
pursuant to which Purchasers will acquire from Ameribank such shares of Common
Stock and Preferred Stock of the Company.
NOW THEREFORE, in consideration of the mutual covenants and other good
and valuable consideration recited herein, Ameribank and Purchasers agree as
follows:
1. Sale of Stock. Ameribank hereby sells to each Purchaser sixteen
and one-third percent (16 1/3%) of all the shares of Company's outstanding
Common Stock and Preferred Stock which are now owned or hereafter acquired by
Ameribank at the Purchase Price (defined herein). The Purchasers agree
individually and not jointly and severally to acquire such shares and pay to
Ameribank the Purchase Price.
2. Definitions. As used in this Agreement, the following terms are
defined to be:
2.1. Purchase Price. The Purchase Price for the shares described above
shall be the price that Ameribank has paid or will pay to acquire the shares
from certain selling shareholders pursuant to Stock Purchase Agreements dated
January 18, 1995, and as a result of acquisition of shares made pursuant to
private purchases and tender offers for such Common Stock and Preferred Stock,
plus Interest from the date of Ameribank's acquisition of such shares to the
closing of the purchase contemplated herein.
2.2. Interest. The term "Interest" shall mean the base rate of
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<PAGE> 2
interest posted by The Chase Manhattan Bank, N.A. as its base rate or general
reference rate and as announced publicly from time to time.
3. Payment of Purchase Price. After the conditions in Section 5
below are satisfied, the Purchasers shall pay in cash the Purchase Price to
Ameribank.
4. Delivery of Shares. On the basis of the terms, representations
and agreements and subject to the conditions hereinafter set forth, Ameribank
agrees to convey, transfer and deliver the Common Stock and Preferred Stock.
The Certificates for the shares of stock to be conveyed, transferred and
delivered to Purchasers shall be physically present at the closing, duly
endorsed in blank and in a form reasonably acceptable to Purchasers. The
Certificates shall be free and clear of any liens, mortgages, security
interests, encumbrances or charges of any kind.
5. Conditions. This sale is not effective, and title to the stock
shall not pass from Ameribank to Purchasers, until (i) formal approval for such
transfer has been obtained from the Federal Reserve Board, and any other
regulatory authority; (ii) the parties have entered into an acceptable
Shareholder's Buy-Sell Agreement restricting the future transfer of shares in
substantially the form as set forth in Exhibit "A" hereto; and (iii) the
parties have entered into a Voting Trust Agreement in substantially the form
set forth in Exhibit "B" hereto.
6. Termination. This Agreement shall terminate if any of the
regulatory authorities or any other regulatory agency disapproves any of the
applications required to be filed by the Purchasers with such agency.
7. Closing. The Closing shall take place at the offices of J.
Michael Adcock, 128 N. Broadway, Shawnee, Oklahoma, or at such other place as
is mutually agreeable to Purchasers and Ameribank. The Closing shall occur,
unless this Agreement is terminated as provided for herein, within fifteen (15)
days of all requisite approvals from regulatory authorities including, to the
extent necessary, the Office of the Comptroller of the Currency and/or the
Board of Governors of the Federal Reserve System and the Oklahoma State Banking
Department are received.
8. Prior Agreements. Ameribank shall to the extent possible assign
any warranties of title accompanying the shares acquired by Ameribank from
third parties.
9. Regulatory Filings. The parties agree that they will file only
one statement as a group containing the information required by Schedule 13D
promulgated pursuant to the provisions of
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<PAGE> 3
Regulation 13D of the Securities Exchange Act of 1934. The parties agree to
cooperate with each other to furnish all required information in order to
timely file such Schedule 13D.
10. Notice. Any notice required hereunder shall be given in writing
by registered mail and shall be deemed to have been given on the date such
notice is posted, with postage prepaid, addressed to the last address of the
addressee.
11. Binding on Assigns. This Agreement shall be binding upon the
parties hereto, their heirs, personal representatives, executors,
administrators, successors and assigns.
12. Governing Law. This Agreement shall be governed by the laws of
the State of Oklahoma.
IN WITNESS WHEREOF, we have set our hands this 3rd day of November 1995.
AMERIBANK CORPORATION PURCHASERS
By:/s/ Don Bodard /s/ J. Michael Adcock
------------------------- -------------------------
Its President J. Michael Adcock
---------
/s/ D.Wesley Schubert
-------------------------
D. Wesley Schubert
/s/ George N. Cook, Jr.
-------------------------
George N. Cook, Jr.
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<PAGE> 4
EXHIBIT "A"
TO STOCK PURCHASE AGREEMENT
SHAREHOLDERS AGREEMENT
This Agreement is made as of the ___ day of __________ 1995, among J.
Michael Adcock, D. Wesley Schubert and George N. Cook, Jr. ("Shareholders other
than Ameribank") and Ameribank Corporation ("Ameribank") (the "Shareholders",
collectively), and United Oklahoma Bankshares, Inc. (the "Corporation"), an
Oklahoma corporation. In consideration of the promises contained herein and the
benefits to be derived from the mutual observance of the provisions of this
Agreement, the parties agree as follows:
1. Corporation Stock. Shareholders own the following number of
shares of the common stock, and the 9% Cumulative Non-voting Preferred Stock,
of Corporation (the "Corporation Stock"):
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
SHAREHOLDERS OF COMMON OF PREFERRED
<S> <C> <C>
J. Michael Adcock ________ _________
D. Wesley Schubert ________ _________
George N. Cook, Jr. ________ _________
</TABLE>
Ameribank has contemporaneously with the execution hereof sold and
delivered to Shareholders other than Ameribank the Common Stock listed above.
The Shareholders and the Corporation believe it to be in their mutual interest
that Shareholders other than Ameribank be restricted in their right to dispose
of their Corporation Stock and that certain other rights and obligations of the
parties hereto be agreed upon as specified herein.
2. Restrictions Upon Disposition. Shareholders shall not be
permitted to dispose of any shares of Corporation Stock without the prior
written consent of the other Shareholders, except as provided in Section 3. The
term "dispose" includes, without limitation, the acts of selling, assigning,
transferring, pledging, encumbering, giving and any other form of conveying,
whether voluntary or by operation of law.
3. Restrictions Upon Sale.
3.1 Offer to Ameribank. During the continuance in force of this
Agreement, Shareholders other than Ameribank shall not be permitted to sell any
shares of Corporation Stock unless the number of shares of Corporation Stock
owned by such Shareholder proposed to be sold shall have first been offered in
writing by such Shareholder for sale to Ameribank at the price and upon the
terms as provided in paragraphs 5 and 6 hereof. Ameribank shall have
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<PAGE> 5
thirty (30) days from the date of the delivery of such written offer in which
to accept such offer by delivering its written acceptance to the Shareholders
other than Ameribank.
3.2 Offer to Corporation. If the offer provided in Section 3.1 has
not been accepted upon the expiration of such thirty-day period (or if
Ameribank has sooner waived in writing the right to accept such offer), then
such shares of Corporation Stock shall be offered in writing by Shareholders
other than Ameribank for sale to Corporation who shall have the right to
purchase the shares of Corporation Stock offered for sale at the price and upon
the terms as provided in paragraphs 5 and 6 hereof by accepting such offer in
writing within thirty (30) days from the date of the delivery of such written
offer. Shareholders other than Ameribank shall not be obligated to sell any
shares of Corporation Stock to the Corporation unless all shares of Corporation
Stock offered for sale by Shareholders other than Ameribank are purchased by
the Corporation.
3.3 Right to Sell Stock. If the offers provided in Sections 3.1 and
3.2 have not been accepted upon the expiration of the option periods (or if the
Corporation and Ameribank have sooner waived in writing their right to accept
such offers or if all the shares of Corporation Stock offered for sale by
Shareholders other than Ameribank are not purchased by Ameribank), Shareholders
other than Ameribank shall have the right for a period of sixty (60) days to
sell that number of shares of Corporation Stock which had been offered to the
Corporation and to Ameribank in Sections 3.1 and 3.2, to a third party
specified in a written offer at a price not less than and upon terms not more
favorable than offered to the Corporation and to Ameribank. Any shares of
Corporation Stock not sold within such sixty-day period after there shall have
been compliance with this Section 3 shall again become subject to the
restrictions of this Agreement.
4. Death of a Shareholders other than Ameribank.
4.1 Option to Ameribank. Upon the death of a Shareholder other than
Ameribank, Ameribank shall have the option to purchase all shares of
Corporation Stock owned by such Shareholder at the purchase price and upon the
terms specified in Section 5 and 6 by giving written notice to the legal
representative (or heirs-at-law) of such Shareholder within thirty (30) days
after the appointment of such legal representative (or upon his heirs-at-law
within ninety (90) days after the death of such Shareholder if a legal
representative has not been appointed within such ninety (90) day period).
4.2 Option to Corporation. If Ameribank does not exercise its option
pursuant to Section 4.1 upon the death of a Shareholder other than Ameribank,
then the Corporation shall have an option to
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<PAGE> 6
purchase all the shares of Corporation Stock owned by such Shareholder at the
purchase price and upon the terms specified in Sections 5 and 6 by giving
written notice to the legal representative (or heirs-at-law) of such
Shareholder within sixty (60) days after the appointment of a legal
representative (or upon his heirs-at-law within one hundred twenty (120) days
after the death of such Shareholder if a legal representative has not been
appointed within such one hundred twenty (120) day period). The legal
representative (or the heirs-at-law) of such Shareholders shall not be
obligated to sell any shares of Corporation Stock to the Corporation unless all
shares of Corporation Stock owned by such Shareholders are purchased by the
Corporation. The purchase price and the manner of payment shall be as specified
in Sections 5 and 6.
4.3 Option of Legal Representative. If neither Ameribank nor the
Corporation exercise their options pursuant to Sections 4.1 and 4.2 upon the
death of such Shareholder other than Ameribank, the legal representative of
such Shareholder shall have the option to require the Corporation to purchase
all shares of Corporation Stock owned by such Shareholder at the purchase price
and upon the terms specified in Section 5 and 6 by giving written notice to an
officer of the Corporation within thirty (30) days after the date on which the
time expired for exercise by the Corporation of its option to purchase all
shares of Corporation Stock.
4.4 Time of Closing. The consummation of the purchase shall be as
soon as practicable after appropriate probate administration procedures have
been completed.
5. Purchase Price. The purchase price for the Corporation Stock of a
Shareholder other than Ameribank (pursuant to Sections 3 and 4) shall be equal
to:
The Fair Market Value of the Corporation Stock as of the end of the last
day of the month immediately preceding the date of death of a Shareholder other
than Ameribank or the date of the offer of a Shareholder other than Ameribank.
The term Fair Market Value means the value of the Corporation Stock as agreed
upon between the Shareholders or Ameribank and the legal representative of
Shareholders. If the Shareholders are unable to agree upon the value, an
independent appraiser shall be appointed by one of the Shareholders to appraise
the underlying assets of the Corporation. If the Shareholders agree, such
appraisal reflects the fair value of the Corporate Stock such amount will be
deemed the Fair Market Value. If the non-appointing Shareholder disagrees with
such appraisal, he will appoint an appraiser to appraise the underlying assets
of the Corporation. If the Shareholders agree such appraisal reflects the fair
value of the Corporate Stock, such amount will be deemed the Fair Market Value.
If the Shareholders still cannot agree, the previously appointed appraisers
will mutually appoint a
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<PAGE> 7
third appraiser to appraise the underlying assets of the Corporation, whose
appraisal shall be final and binding as to the Fair Market Value of the
Corporation's stock. The parties agree that any determination of Fair Market
Value shall be made based on the valuation of the Corporation divided by the
prorata ownership of such Shareholders' Corporation Stock and shall not be
reduced to take into account a minority discount.
6. Manner of Payment. Payment of the purchase price shall be made in
cash within six (6) months after the date on which Fair Market Value was
determined, with interest at the Prime Rate from the date on which or Fair
Market Value was determined to the date of payment. The term "Prime Rate"
means the prime interest rate charged on 90-day loans to responsible and
substantial customers of Bank of Oklahoma, N.A.
7. Closing Procedures. The closing of any purchase of Corporation
Stock pursuant to this Agreement shall be held at the principal place of
business of the Corporation or at such other place as the parties to such
Closing may agree upon. The certificates representing the Corporation Stock,
duly endorsed, free and clear of all liens and encumbrances, and ready for
transfer, shall be delivered to the purchasing party at the time the purchase
price is paid by delivery of the payment therefor as provided in this
Agreement. If the Corporation is indebted to a Shareholder, then such
indebtedness must be repaid or personally guaranteed by Ameribank as a
condition precedent to Shareholder's obligation to sell his Corporation Stock.
8. Sale of All Corporation Stock. Notwithstanding any other
provision contained herein, if Shareholders holding shares of a class of Common
Stock representing more than 50% of the class (Selling Shareholders) desire to
sell to a third party or if Ameribank desires to sell shares of a class of its
Corporation Stock to a third party and neither the Corporation nor the
remaining shareholders desire to acquire such Corporation Stock under the terms
hereof, then such sale cannot be consummated unless all Shareholders are
provided the opportunity to sell their Shares of Corporation Stock to such
third party on the same basis as the Selling Shareholders or Ameribank.
9. Endorsement of Stock Certificates. Immediately after execution of
this Agreement, Shareholders shall deliver to the Corporation the certificates
representing all of the shares of the Corporation Stock owned by such
Shareholder, and the Corporation shall endorse on each such certificate a
legend reading substantially as follows:
NOTICE
Any sale, assignment, transfer, pledge or other
71
<PAGE> 8
disposition of the shares of stock represented by this
Certificate is restricted by, and subject to, the terms and
provisions of a Shareholders Agreement, dated _____________, a
copy of which is on file with the Secretary of United Oklahoma
Bankshares, Inc. By acceptance of this certificate, the holder
hereof agrees to be bound by the terms of such Agreement.
A copy of this Agreement shall be filed with the Secretary of the Corporation.
During the term of this Agreement, the foregoing legend shall be endorsed on
each certificate representing shares of Corporation Stock hereafter issued by
the Corporation to any transferee of a Shareholder whose shares of stock are
subject to the terms of this Agreement. No Shareholder shall cause or permit
the removal of the legend from the certificates representing the shares owned
by such Shareholder.
10. Termination. This Agreement shall terminate:
10.1 Sale. Upon the sale of Corporation Stock pursuant to Section 3.3,
only with respect to that particular Corporation Stock.
10.2 Voluntary. Upon the agreement of the Shareholders.
10.3 Involuntary. Upon the bankruptcy, receivership or dissolution of
the Corporation, with respect to all Corporation Stock.
Upon termination of this Agreement with respect to all or a part of the
Corporation Stock, the Secretary of the Corporation shall, upon tender of the
Certificates representing the Corporation Stock affected, issue new
certificates without the legend provided in Section 8. Corporation Stock
acquired from a deceased Shareholder through inheritance shall remain subject
to this Agreement and such Shareholder shall be bound by and inure to the
benefits of the terms and conditions of this Agreement.
11. General.
11.1 Notices. All notices, offers, acceptances, requests and other
communications hereunder shall be in writing and shall be sufficient if
delivered personally or if mailed by registered or certified mail, postage
prepaid, return receipt requested, to the Corporation or to the Shareholders at
the addresses on the signature page hereof, or at such other addresses as the
parties hereto may designate to the others in writing. All notices shall be
deemed received when delivered personally or, if mailed, within three (3) days
(excluding Sundays and holidays) after being mailed.
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<PAGE> 9
11.2 Integrated Agreement. This Agreement constitutes the entire
agreement among the parties and supersedes all prior agreements and
understandings among the parties relating to the subject matter hereof. All
exhibits attached hereto are hereby incorporated herein and made a part of this
Agreement. This instrument is not intended to have any legal effect whatsoever,
or to be a legally binding agreement, or any evidence thereof, until it has
been signed by all parties.
11.3 Invalidity. If any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the remaining provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision or
provisions had never been contained herein.
11.4 Authorization. The execution of this Agreement by the
Shareholders of the Corporation shall also constitute their ratification,
consent, and approval to the execution of this Agreement on behalf of the
Corporation in their capacities as directors and officers.
11.5 Binding Effect. This Agreement shall be binding upon the
Corporation, the Shareholders, their respective legal representatives and
successors and shall also be binding upon any person to whom any Corporation
Stock is transferred in violation of this Agreement.
11.6 Counterpart Execution. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.
11.7 Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Oklahoma, without reference to its
conflict of laws principles.
11.8 Section Headings. Section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
11.9 Attorney's Fees. In any action brought by any party hereto to
enforce the obligations of any other party hereto, the prevailing party shall
be entitled to collect such party's reasonable attorney's fees, court costs and
expenses in such action.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
SHAREHOLDERS
AMERIBANK CORPORATION UNITED OKLAHOMA BANKSHARES, INC.
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<PAGE> 10
By: By:
--------------------------- ---------------------------
Its Its
------------------------ ------------------------
- ------------------------------
D. Wesley Schubert
- ------------------------------
George N. Cook, Jr.
- ------------------------------
J. Michael Adcock
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<PAGE> 11
EXHIBIT "B"
TO STOCK PURCHASE AGREEMENT
VOTING TRUST AGREEMENT
This Agreement, made as of this ____ day of ____________, 1995, between
holders of certain shares of the Common Stock, and any other type of voting
stock that may be issued by United Oklahoma Bankshares, Inc., a corporation
organized under the laws of Oklahoma (hereinafter called the "Company"), having
its principal office in Del City, Oklahoma, who shall become parties to this
Agreement by signing it (called the "Shareholders") and Ameribank Corporation,
an Oklahoma corporation (called the "Trustee").
The Shareholders believe it to be for the best interests of all the
holders of Common Stock and other voting stock of the Company that the Company
shall be managed by the Trustee for a period of ten (10) years from this date.
They believe that their object can best be accomplished by giving to the
Trustee as their agent and attorney-in-fact irrevocable powers as are set
forth under the terms and conditions of this Voting Trust Agreement.
Now, this Agreement provides that:
The Shareholders, in consideration of their mutual promises, agree to
and with each other and with the Trustee, and the Trustee agrees with the
Shareholders as follows:
1. By signing this Agreement, or a counterpart, each of the
Shareholders holding shares of the Common Stock and/or other voting stock of
the Company, to the number set opposite his, her or its name, as subscribed,
and the additional voting shares now owned or subsequently acquired by the
Shareholders during the term of this Agreement, respectively, assigns the same
to the Trustee and severally agrees to deposit the stock certificates, with
proper transfers in favor of the Trustee, with the Trustee, and to receive in
exchange voting trust certificates as provided, and the shares represented by
the stock certificates deposited shall be transferred upon the books of the
Company to the name of the Trustee, who is fully authorized and empowered to
cause the transfers to be made, and also to cause any further transfers of the
shares to be made which may become necessary through any change of the persons
holding the office of the Trustee, as provided. During the period when this
Agreement shall be in force, the Trustee shall possess the legal title to the
shares deposited and be entitled to exercise all rights of every kind and
nature, including the right to vote in person or by proxy, in any respect to
any or all shares. It is understood, however, that the holders of voting trust
certificates to be issued by the Trustee shall be entitled to receive payments
of all dividends other than pro-rata distributions of additional voting shares
of the Company by way of stock dividends or partial liquidations, if any,
declared by the
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<PAGE> 12
Company with respect to the shares of the Common Stock deposited with the
Trustee. It is further understood that stock distributions shall be issued in
the name of the Trustee as additional deposits and that the Trustee shall issue
additional voting trust certificates.
2. The Trustee does hereby agree with the Shareholders that from time
to time, upon request, the Trustee will cause to be issued to the Shareholders,
in respect to all stock deposited by them, voting trust certificates to an
aggregate amount equal to the amount of all shares of the Common Stock so
deposited, which voting trust certificates shall be in substantially the
following form:
UNITED OKLAHOMA BANKSHARES, INC.
Certificate
No. ______ Voting Trust Certificate ______ shares
This certifies that ______ has deposited ______ shares of the Common
Stock of the above-named corporation with the Trustee named, under a Voting
Trust Agreement, dated ____________ 1995, between Ameribank Corporation,
Trustee, and certain Shareholders of United Oklahoma Bankshares, Inc. This
certificate and the interest represented is transferable only on the books of
the Trustee upon its presentation and surrender. The holder of this certificate
takes it subject to all the terms and conditions of the above Voting Trust
Agreement between the Trustee and the Shareholders of the above-named
corporation, and becomes a party to the Agreement and is entitled to its
benefits.
IN WITNESS, the Trustee has caused this certificate to be signed this
____ day of ____________ 1995.
______________________________
3. Except as otherwise provided, upon the declaration of any dividends
by the Company with respect to the shares of any of the classes of stock
deposited with the Trustee, the Trustee shall cause all dividends to be
distributed by the Company pro rata among the Shareholders in proportion to the
number of shares of that class of stock upon which the particular dividend is
paid, represented by the voting trust certificates issued to and held by each
of them.
4. This Voting Trust Agreement shall be effective and remain in force
between the parties from its date to and including the ____ day of ____________
2005, at 12:00 noon, EST, and for and
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<PAGE> 13
during the period the Shareholders agree with each other and with the Trustee,
and the Trustee accepts this trust upon the condition of this Agreement, that
the Shareholders will not sell, transfer or otherwise dispose of their
respective shares of stock deposited; but the Shareholders shall be at liberty
to deal with their voting trust certificates by way of sale, transfer or other
disposition, as they choose subject to any Shareholder's Buy-Sell Agreement
applicable to such shares. Upon presentation and surrender to the Trustee of
any voting trust certificate sold or transferred, by the purchaser or
transferee, the Trustee shall, in exchange for the voting trust certificate
surrendered, issue and deliver to the purchaser or transferee a new voting
trust certificate in the form set forth above.
5. In the event of dissolution or liquidation of the Company during the
period of this Voting Trust Agreement, in such a manner as to entitle the
holders of shares of any class of its stock to liquidating dividends, the
Trustee shall cause all liquidating dividends to be distributed by the Company
pro rata among the Shareholders in proportion to the number of shares of those
respective classes of stock upon which liquidating dividends are paid,
represented by the voting trust certificates issued to and held by each of
them.
6. In the event of a merger or consolidation involving the Company, the
termination date shall be accelerated to the effective date of the
consolidation or merger unless the Trustee, gives notice not later than thirty
days after the merger or consolidation, to the holders of the voting trust
certificates of an election to continue this Agreement for its full term,
substituting where appropriate the voting shares issued out of the
consolidation or merger for the shares initially deposited with the Trustee.
7. Upon the termination of this Voting Trust Agreement certificates for
the shares of the various classes of stock deposited with the Trustee shall be
delivered by the Trustee to the holders of voting trust certificates, in the
proportion of their respective holdings, upon presentation and surrender to the
Trustee of the voting trust certificates.
8. Nothing contained here shall deprive the Trustee of the privilege
enjoyed by all the Shareholders of selling or otherwise disposing of, at its
pleasure, any voting trust certificate issued to it, with respect to shares of
stock deposited by it, if any, or of purchasing additional voting trust
certificates, or of purchasing additional shares of stock of the Company.
9. The Trustee shall not be entitled to any compensation for its
services as trustee, but the Shareholders shall reimburse it and hold it
harmless for any expenses and disbursements reasonably
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<PAGE> 14
incurred by the Trustee in connection with any litigation which may arise in
respect to this Voting Trust Agreement or in respect to the Company, to which
the Trustee is a necessary party.
10. Upon the dissolution or resignation of the Trustee, a Successor
Trustee shall be appointed by the majority vote of the Shareholders. The term
"trustee" or "trustee" as used in this Agreement shall apply to the Trustee and
its successor, and all the provisions of this Agreement shall apply equally to
the Trustee and to its successors.
11. In voting on all matters which may come before any meeting of
Shareholders of the Company, the Trustee and Successor Trustee shall exercise
their best judgment, but it is understood that the Trustee incurs no
responsibility by reason of any error of law or by any matter or thing done or
omitted under this Agreement, except for their own individual malfeasance.
12. From time to time after this Agreement has taken effect the
Trustee, or its successor, may receive deposits of any additional stock
certificates representing full-paid shares of the Common Stock or other voting
stock of the Company, upon the terms and under the conditions of this Voting
Trust Agreement, and in respect of all deposits received the Trustee shall
issue and deliver voting trust certificates similar to those mentioned above
entitling the holders to all the rights specified above.
13. The Trustee by signing this Agreement, or a counterpart, accepts
the trust created.
IN WITNESS WHEREOF, the several parties have set their hands and seals
as of the date first written above.
<TABLE>
<CAPTION>
NO. AND CLASS
OF SHARES
SHAREHOLDER ADDRESS DEPOSITED
<S> <C> <C>
_________________________ P. O. Box 1089 _________________________
D. Wesley Schubert Shawnee, OK 74801 _________________________
_________________________ P. O. Box 3515 _________________________
J. Michael Adcock Shawnee, OK 74801 _________________________
_________________________ P. O. Box 1089 _________________________
George N. Cook, Jr. Shawnee, OK 74801 _________________________
TRUSTEE ADDRESS
</TABLE>
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<PAGE> 15
<TABLE>
<CAPTION>
NO. AND CLASS
OF SHARES
SHAREHOLDER ADDRESS DEPOSITED
<S> <C> <C>
AMERIBANK CORPORATION
By:____________________
Its_________________
</TABLE>
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<PAGE> 1
EXHIBIT 99.(C)(2)
TO SCHEDULE 14D-1
STOCK PURCHASE AGREEMENT
Agreement made this 29th day of September, 1995, between First Altus
Bancorp, Inc., of Altus, Oklahoma ("Seller") and Ameribank Corporation, of
Shawnee, Oklahoma, ("Purchaser").
In consideration of the mutual covenants herein and other valuable
consideration, the parties agree as follows:
1. Seller agrees to sell to Purchaser who agrees to purchase 84,000
shares of the common capital stock of United Oklahoma Bankshares, Inc. (the
"Company"), fully paid, (the "Shares") for a purchase price equal to the higher
of (i) $.50 per share or (ii) in the event a tender is made for the common
shares held by public shareholders in the next twelve (12) months, the tender
price (the "Purchase Price").
2. This sale is not effective, and title to the stock shall not pass
from Seller to Purchaser until formal approval for such transfer has been
obtained from the Federal Reserve Board ("FRB").
3. The Purchase Price and the Shares shall be deposited in escrow
with First National Bank in Altus pursuant to a mutually acceptable Escrow
Agreement. The Purchase Price shall be delivered to Seller and the Shares
shall be delivered to Purchaser upon the Escrow Agent's receipt of FRB
approval. In the event such approval is not obtained on or before December 31,
1995, the Escrow Agent shall redeliver the Purchase Price to Purchaser and the
Shares to Seller.
4. Seller represents and warrants to Purchaser that the stock to be
transferred hereunder will be free and clear of any and all liens or
encumbrances and that Seller has the full power and authority to make such
assignment and sale.
5. Any notice required hereunder shall be given in writing by
registered mail and shall be deemed to have been given on the date such notice
is posted, with postage prepaid, addressed to the last address of the
addressee.
6. This Agreement shall be binding upon the parties hereto, their
successors and assigns.
7. This Agreement shall be governed by the laws of the State of
Oklahoma.
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<PAGE> 2
IN WITNESS WHEREOF, the parties have executed this agreement on the date
first written above.
SELLER PURCHASER
FIRST ALTUS BANCORP, INC. AMERIBANK CORPORATION
BY: Hatton McMahan BY: D.Wesley Schubert
------------------------- -------------------------
ITS President ITS Vice President
---------------------- ----------------------
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<PAGE> 1
EXHIBIT 99.(C)(3)
TO SCHEDULE 14D-1
STOCK PURCHASE AGREEMENT
Agreement made this 2nd day of October 1995, between Mr. Paul Goacher,
of London, England ("Seller") and Ameribank Corporation, of Shawnee, Oklahoma,
("Purchaser").
In consideration of the mutual covenants herein and other valuable
consideration, the parties agree as follows:
1. Seller agrees to sell to Purchaser who agrees to purchase 66,000
shares of the common capital stock of United Oklahoma Bankshares, Inc. (the
"Company"), fully paid, (the "Shares") for a purchase price equal to the higher
of (i) $.50 per share or (ii) in the event a tender is made for the common
shares held by public shareholders in the next twelve (12) months, the tender
price (the "Purchase Price").
2. This sale is not effective, and title to the stock shall not pass
from Seller to Purchaser until formal approval for such transfer has been
obtained from the Federal Reserve Board ("FRB").
3. The Purchase Price and the Shares shall be deposited in escrow
with Fox-Pitt, Kelton Limited in account with Correspondent Services Corp.
pursuant to a mutually acceptable Escrow Agreement. The Purchase Price shall
be delivered to Seller and the Shares shall be delivered to Purchaser upon the
Escrow Agent's receipt of FRB approval. In the event such approval is not
obtained on or before December 31, 1995, the Escrow Agent shall redeliver the
Purchase Price to Purchaser and the Shares to Seller.
4. Seller represents and warrants to Purchaser that the stock to be
transferred hereunder will be free and clear of any and all liens or
encumbrances and that Seller has the full power and authority to make such
assignment and sale.
5. Any notice required hereunder shall be given in writing by
registered mail and shall be deemed to have been given on the date such notice
is posted, with postage prepaid, addressed to the last address of the
addressee.
6. This Agreement shall be binding upon the parties hereto, their
successors and assigns.
7. This Agreement shall be governed by the laws of the State of
Oklahoma.
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<PAGE> 2
IN WITNESS WHEREOF, the parties have executed this agreement on the date
first written above.
SELLER PURCHASER
PAUL GOACHER AMERIBANK CORPORATION
By: /s/ Paul Goacher By: /s/ D. Wesley Schubert
------------------------- -------------------------
Paul Goacher Its: Vice President
---------------------
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<PAGE> 1
EXHIBIT 99.(C)(4)
TO SCHEDULE 14D-1
STOCK PURCHASE AGREEMENT
This Agreement entered into this 18th day of October 1995 between
Southwest Title and Trust Company ("Seller") of Oklahoma City, Oklahoma, and
Ameribank Corporation ("Purchaser"), of Shawnee, Oklahoma.
WHEREAS, Seller owns 50,000 shares of the Capital Common Stock of United
Oklahoma Bankshares, Inc. (the "Company"); and
WHEREAS, Seller desires to sell to Purchaser all of the shares of Common
Stock of the Company owned by Seller; and
WHEREAS, this Agreement sets forth the understandings and agreements
pursuant to which Purchaser will acquire from Seller such shares of Common
Stock of the Company.
NOW THEREFORE, in consideration of the mutual covenants and other good
and valuable consideration recited herein, Seller and Purchaser agrees as
follows:
1. Sale of Stock. Seller hereby sells to Purchaser 50,000 shares of
Company's outstanding Common Stock which are now owned by Seller at the
Purchase Price (defined herein). The Purchaser agrees to acquire such shares
and pay to Seller the Purchase Price.
2. Purchase Price. The Purchase Price for the shares described above
shall be the higher of (i) $.50 per share or (ii) in the event a tender is made
for the common shares held by public shareholders within six (6) months from
the date hereof, the tender price.
3. Payment of Purchase Price. After the condition in Section 5 below
is satisfied, the Purchaser shall pay in cash the Purchase Price to Seller at
the Closing.
4. Delivery of Shares. On the basis of the terms, representations
and agreements and subject to the conditions hereinafter set forth, Seller
agrees to convey, transfer and deliver the Common Stock. The Certificates for
the shares of stock to be conveyed, transferred and delivered to Purchaser
shall be physically present at the closing, duly endorsed in blank and in a
form reasonably acceptable to Purchaser. The Certificates shall be free and
clear of any liens, mortgages, security interests, encumbrances or charges of
any kind.
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<PAGE> 2
5. Condition. This sale is not effective, and title to the stock
shall not pass from Seller to Purchaser, until formal approval for such
transfer has been obtained from the Federal Reserve Board, and any other
required regulatory authority.
6. Termination. This Agreement shall terminate if any of the
regulatory authorities or any other regulatory agency disapproves any of the
applications required to be filed by the Purchaser with such agency.
7. Closing. The Closing shall take place at the offices of J.
Michael Adcock, 128 N. Broadway, Shawnee, Oklahoma, or at such other place as
is mutually agreeable to Purchaser and Seller. The Closing shall occur, unless
this Agreement is terminated as provided for herein, at the later of (i)
fifteen (15) days after all requisite approvals from regulatory authorities
including, to the extent necessary, the Office of the Comptroller of the
Currency and/or the Board of Governors of the Federal Reserve System and the
Oklahoma State Banking Department are received, and (ii) January 2, 1996.
8. Notice. Any notice required hereunder shall be given in writing
by registered mail and shall be deemed to have been given on the date such
notice is posted, with postage prepaid, addressed to the last address of the
addressee.
9. Binding on Assigns. This Agreement shall be binding upon the
parties hereto, their successors and assigns.
10. Governing Law. This Agreement shall be governed by the laws of
the State of Oklahoma.
IN WITNESS WHEREOF, we have set our hands this 18th day of October 1995.
SELLER PURCHASER
SOUTHWEST TITLE AND TRUST AMERIBANK CORPORATION
COMPANY
By: /s/ Bill Hardy By: /s/ D. Wesley Schubert
------------------------------ ------------------------------
Its Executive Vice President Its Vice President
-------------------------- ---------------------------
85
