<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Amendment No. 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
$308,538 $61.71
* For purposes of calculating the filing fee only, this calculation
assumes the purchase of 617,076 shares of common stock of the subject
company at $0.50 net per share in cash.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $147.80
-------------------------------------------------------
Form or Registration No.: Schedule 14D-1
-----------------------------------------------------
Filing Party: Same
-----------------------------------------------------------------
Date Filed: November 3, 1995
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<PAGE> 2
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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
- --------------------------------------------------------------------------------
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*
WC
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
HC; CO
- --------------------------------------------------------------------------------
<PAGE> 3
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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
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
<PAGE> 4
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. Wesley Schubert
S.S. No. ###-##-####
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
<PAGE> 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Michael Adcock
S.S. No. ###-##-####
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
<PAGE> 6
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Ameribank Corporation (the "Purchaser") amends and supplements
its Tender Offer Statement on Schedule 14D-1 ("Schedule 14D-1") filed with the
Securities and Exchange Commission on November 3, 1995 with respect to the
Purchaser's offer 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 $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.
Unless otherwise indicated herein, each capitalized term used
but not defined shall have the meaning assigned to such term in the Schedule
14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
The information set forth in Item 1(b) is hereby amended and
supplemented by the following:
The Purchaser has amended and supplemented the Offer to
Purchase pursuant to a Supplement No. 1 to the Offer to Purchase,
dated December 5, 1995, (the "Supplement No. 1"), a copy of which is
attached hereto as Exhibit (a)(8). Reference is hereby made to the
information set forth in the Introduction of Supplement No. 1, which
information is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT
COMPANY.
The information set forth in Items 3(a) and (b) is hereby
amended and supplemented by the following:
Reference is hereby made to the information set forth in
Section 6 ("Background of the Offer; Contacts with the Company") of
Supplement No. 1, which information is incorporated herein by
reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
BIDDER.
The information set forth in Items 5(f) and (g) is hereby
amended and supplemented by the following:
Reference is hereby made to the information set forth in
Section 6 ("Background of the Offer; Contacts with the Company") and
Section 7 ("Purpose of the Offer; Plans for the Company") of
Supplement No. 1, which information is incorporated herein by
reference.
<PAGE> 7
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ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Item 9 is hereby amended and
supplemented by the following:
Reference is hereby made to the information set forth in
Section 5 ("Certain Information Concerning the Purchaser") and
Schedule II -- Unaudited Consolidated Balance Sheet at September 30,
1995 and Income Statement for the nine months ended September 30, 1995
of the Purchaser of Supplement No. 1, which information is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Items 10(b) and (f) is hereby
amended and supplemented by the following:
Reference is hereby made to the information set forth in the
Introduction, Section 1 ("Terms of the Offer"), Section 2 ("Acceptance
for Payment and Payment"), Section 3 ("Procedure for Tendering
Shares"), Section 4 ("Possible Effects of the Offer on the Market for
the Shares; Margin Regulations"), Section 8 ("Certain Conditions of
the Offer") and Section 9 ("Miscellaneous") of Supplement No. 1, which
information is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
99(a)(8) -- Supplement No. 1 to the Offer to Purchase, dated
December 5, 1995.
99(a)(9) -- Text of Press Release, dated December 5, 1995,
issued by the Purchaser.
<PAGE> 8
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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) December 5, 1995
By: /s/ D. Wesley Schubert
-----------------------------------
Name: D. WESLEY SCHUBERT
Title: Vice President
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION SEQUENTIAL PAGE NO.
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<S> <C> <C>
99(a)(8) Supplement No. 1 to the Offer to Purchase,
dated December 5, 1995. 5
99(a)(9) Text of Press Release, dated December 5, 1995,
issued by the Purchaser. 18
</TABLE>
<PAGE> 1
EXHIBIT 99(a) (8)
SUPPLEMENT NO. 1 TO
OFFER TO PURCHASE FOR CASH
617,076 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 HAVE BEEN EXTENDED AND WILL
NOW EXPIRE AT 5:00 P.M., OKLAHOMA CITY TIME, ON FRIDAY, DECEMBER 29, 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 REASONABLE DISCRETION, TO ACQUIRE AT LEAST SIXTY
PERCENT (60%) OF THE OUTSTANDING SHARES OF COMMON STOCK OF 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 14 OF THE OFFER TO
PURCHASE.
DECEMBER 5, 1995.
<PAGE> 2
IMPORTANT
Except as otherwise set forth in this Supplement No. 1, the
Purchaser's Offer continues to be governed by the terms and conditions set
forth in its Offer to Purchase dated November 3, 1995 and the Letter of
Transmittal, and the information contained therein continues to be important to
each shareholder's decision with respect to the Offer. Accordingly, this
Supplement No. 1 should be read carefully in conjunction with such documents,
which have been previously mailed to shareholders.
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 of the Offer to Purchase.
The Purchaser has retained the services of Regan & Associates,
Inc. to assist the Purchaser with delivery of this Supplement No. 1, the 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
Supplement No. 1, 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.
Regan & Associates, Inc.
15 Park Row
New York, NY 10038
1-800-737-3426
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1. Terms of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2. Acceptance for Payment and Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3. Procedures for Accepting the Offer and Tendering Shares . . . . . . . . . . . . . . . . . 4
4. Possible Effects of the Offer on the Market for the Shares; Margin Regulations . . . . . . 5
5. Certain Information Concerning the Purchaser . . . . . . . . . . . . . . . . . . . . . . . 5
6. Background of the Offer; Contacts with the Company . . . . . . . . . . . . . . . . . . . . 6
7. Purpose of the Offer; Plans for the Company . . . . . . . . . . . . . . . . . . . . . . . 6
8. Certain Conditions of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Schedule II Unaudited Consolidated Balance Sheet at September 30, 1995 and Income Statement of the
Purchaser for the nine months ended September 30, 1995.
</TABLE>
<PAGE> 4
To: All Holders of Shares of Common Stock of United Oklahoma
Bankshares, Inc.:
INTRODUCTION
The following information amends and supplements the Offer to
Purchase dated November 3, 1995 (the "Offer to Purchase") of Ameribank
Corporation, an Oklahoma corporation (the "Purchaser"). The Purchaser is
offering to purchase up to 617,076 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 the Offer to Purchase, as amended and
supplemented by this Supplement No. 1 and in the related Letter of Transmittal
(which together constitute the "Offer"). By this Supplement No. 1, the
Purchaser is also extending the Expiration Date of the Offer. The Offer will
now expire at 5:00 p.m., Oklahoma City time, on Friday, December 29, 1995,
unless further extended.
Except as otherwise set forth in this Supplement No. 1, the
terms and conditions previously set forth in the Offer to Purchase remain
applicable in all respects to the Offer, and this Supplement No. 1 should be
read in conjunction with the Offer to Purchase. Unless the context requires
otherwise, capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed to them in the Offer to Purchase.
The purpose of the Offer is to acquire control of, and
ownership of up to sixty percent (60%) 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 UPON THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE
EXPIRATION DATE (AS DEFINED IN SECTION 1 OF THE OFFER TO PURCHASE), 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 UPON THE PURCHASER RECEIVING REGULATORY APPROVAL,
AUTHORIZATION AND CONSENT FROM ALL GOVERNMENTAL AND QUASI-GOVERNMENTAL AGENCIES
HAVING OR CLAIMING JURISDICTION OVER THE
<PAGE> 5
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COMPANY AND/OR THE PURCHASER, INCLUDING WITHOUT LIMITATION, THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM (THE "FEDERAL RESERVE BOARD") AND THE
COMMISSIONER OF THE OKLAHOMA DEPARTMENT OF BANKING (THE "COMMISSIONER"), IN
FORM, SCOPE AND SUBSTANCE SATISFACTORY TO THE PURCHASER, IN THE PURCHASER'S
REASONABLE DISCRETION, TO ACQUIRE AT LEAST SIXTY PERCENT (60%) OF THE
OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY.
As a condition to approval by the Federal Reserve Board of the
Purchaser's application, the Purchaser and the Company will be required to
enter into a commitment to seek Federal Reserve Board approval prior to the
declaration or payment of dividends on, or redemption of, the Company's
Preferred Stock which would result in a reduction in the Purchaser's
consolidated capital accounts or those of any of its bank subsidiaries. While
Federal Reserve Board approval is not required under the terms of the
commitment for a conversion of the Company's Preferred Stock into Common Stock,
any subsequent redemption of those shares of Common Stock, including redemption
through a reverse stock split, will require the prior approval of the Federal
Reserve Board.
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 at least sixty percent
(60%) of the outstanding shares of Common Stock of the Company.
SHAREHOLDERS SHOULD FOLLOW THE PROCEDURES FOR TENDERING SHARES
SET FORTH IN SECTION 3 OF THE OFFER TO PURCHASE. TENDERING SHAREHOLDERS MAY
CONTINUE TO USE THE LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY
THAT WERE PROVIDED WITH THE OFFER TO PURCHASE. ALTHOUGH SUCH LETTER OF
TRANSMITTAL INDICATES THAT THE OFFER WILL EXPIRE AT 5:00 P.M., OKLAHOMA CITY
TIME, ON MONDAY, DECEMBER 4, 1995, SHAREHOLDERS WILL BE ABLE TO TENDER (OR
WITHDRAW) THEIR SHARES PURSUANT TO THE OFFER UNTIL 5:00 P.M., OKLAHOMA CITY
TIME, ON FRIDAY, DECEMBER 29, 1995 (OR SUCH LATER DATE TO WHICH THE OFFER MAY
BE EXTENDED).
The Purchaser expressly reserves the right, in its sole
discretion, at any time and from time to time, to extend further the period
during which the Offer is open for any reason, by giving oral or written notice
of such extension to 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. 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.
<PAGE> 6
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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 Regulatory Approval Condition, or any of the other
conditions set forth in Section 14 of the Offer to Purchase), 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 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
increases or 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 OF THE OFFER TO PURCHASE. Except as otherwise
provided in Section 1 of the Offer to Purchase and this Supplement No. 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,
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.
THIS SUPPLEMENT NO. 1, THE 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.
<PAGE> 7
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1. TERMS OF THE OFFER. Section 1 of the Offer to
Purchase is amended and supplemented by Section 1 of this Supplement No. 1.
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 617,076 Shares validly tendered and not withdrawn in
accordance with the procedures set forth in Section 4 of the Offer to Purchase
on or prior to the Expiration Date.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT. Section 2 of the
Offer to Purchase is amended and supplemented by Section 2 of this Supplement
No. 1.
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 617,076 Shares validly tendered prior to
the Expiration Date (and not properly withdrawn in accordance with Section 4 of
the Offer to Purchase) as soon as practicable after the Expiration Date. If
more than 617,076 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
of the Offer to Purchase.
3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING
SHARES. Section 3 of the Offer to Purchase is amended and supplemented by
Section 3 of this Supplement No. 1.
Tendering shareholders may continue to use the Letter of
Transmittal and Notice of Guaranteed Delivery that were provided with the Offer
to Purchase. Although such Letter of Transmittal indicates that the Offer will
expire at 5:00 p.m., Oklahoma City time, on Monday, December 4, 1995,
shareholders will be able to tender (or withdraw) their Shares pursuant to the
Offer until 5:00 p.m., Oklahoma City time, on Friday, December 29, 1995 (or
such later date to which the Offer may be extended).
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.
<PAGE> 8
-5-
4. POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE
SHARES; MARGIN REGULATIONS. Section 7 of the Offer to Purchase is amended and
supplemented by Section 4 of this Supplement No. 1.
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.
The Purchaser has decreased the maximum number of Shares which
it is offering to purchase so that in the Purchaser's opinion there is no
reasonable likelihood that the Company's Common Stock will be held by less than
three hundred shareholders of record after this Offer is completed. The
Purchaser does not now intend to seek termination of the registration of the
Common Stock or cause the Common Stock to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association.
5. CERTAIN INFORMATION CONCERNING THE PURCHASER.
Section 9 of the Offer to Purchase is amended and supplemented by Section 5 of
this Supplement No. 1.
Attached hereto as Schedule II and incorporated by reference
are the unaudited Consolidated Balance Sheet at September 30, 1995 and Income
Statement of the Purchaser and its subsidiary for the nine months ended
September 30, 1995. The accounting and reporting policies of the Purchaser and
its subsidiary conform to generally accepted accounting principles and to
general practices within the banking industry. The unaudited Balance Sheet at
September 30, 1995 and Income Statement for the nine months ended September 30,
1995 include the accounts of the Purchaser and its wholly owned subsidiary
after elimination of all significant intercompany accounts and transactions.
The Purchaser adopted the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" ("Statement No. 115"), January 1, 1994. Under Statement No. 115,
the Purchaser classified the debt and marketable equity securities in one of
three categories: trading, available for sale, or held to maturity. Trading
securities are bought and held principally for the purpose of selling them in
the near term. No investment securities within the portfolio are considered
trading. Held to maturity securities are those securities for which the
Purchaser has the ability and intent to hold until maturity. All other
securities not included in held to maturity are classified as available for
sale.
As noted in Section 9 of the Offer to Purchase, neither the
Purchaser nor any of its affiliates is subject to the information and reporting
requirements of the Exchange Act. Current audited Financial Statements of the
Purchaser are not presently available and are not obtainable in the Purchaser's
opinion without unreasonable cost or expense. Audited Financial Statements of
bank holding companies or of banks the size of the Purchaser's subsidiary are
not required in the
<PAGE> 9
-6-
banking industry and the Purchaser does not anticipate obtaining an audit of
its Financial Statements for the year end 1995.
Incorporation by reference herein of the above-mentioned
financial information does not constitute an admission that such information is
material to a decision by a shareholder of the Company whether to sell, tender
or hold Shares being sought in the Offer.
6. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.
Section 10 of the Offer to Purchase is amended and supplemented by Section 6 of
this Supplement No. 1.
On November 13, 1995, the Company filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9, formally stating that
the Board of Directors of the Company had determined that it was unable to take
a position with respect to the Offer as any opinion regarding the Offer by the
Board of Directors would be a conflict of interest for the Company's directors.
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. While the Purchaser has decreased the number of Shares
which it is offering to purchase so that the Purchaser believes there is no
reasonable likelihood that the Purchaser 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,
the Purchaser has not decreased the purchase price.
Based upon these and other factors, the Purchaser believes
that the $0.50 purchase price offered for the Shares is fair.
7. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY. Section
11 of the Offer to Purchase is amended and supplemented by Section 7 of this
Supplement No. 1.
The purpose of the Offer is to acquire control of, and
ownership of up to sixty percent (60%) of the common equity interest in, the
Company.
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. The Purchaser has decreased the number of Shares which
it is offering to purchase so that the Purchaser believes there is no
reasonable likelihood that the Purchaser will acquire 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 does not now
intend to cause the registration of the Common Stock to be terminated pursuant
to Section 12(g)4 of the Exchange Act or cause the Common Stock to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association.
<PAGE> 10
-7-
8. CERTAIN CONDITIONS OF THE OFFER. Section 14 of the
Offer to Purchase is amended and supplemented by Section 8 of this Supplement
No. 1.
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 reasonable 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 November 3,
1995 and before acceptance for payment of, or payment for, such Shares any of
the events set forth in Section 14(a) - (g) of the Offer to Purchase 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.
Section 14(g) of the Offer to Purchase is amended and
supplemented by Section 8 of this Supplement No. 1.
(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 reasonable discretion to acquire at least sixty percent (60%) 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 reasonable discretion.
9. MISCELLANEOUS. Pursuant to Rule 14d-3 of the
Exchange Act, the Purchaser has filed with the SEC an amendment to its Schedule
14D-1 and is furnishing certain supplemental information with respect to the
Offer. The Purchaser may file additional amendments to the Schedule 14D-1.
The Schedule 14D-1 and any and all amendments thereto, including exhibits, may
be examined and copies may be obtained from the SEC in the same manner as
described in Section 17 of the Offer to Purchase.
Except as modified by this Supplement No. 1, the terms and
conditions set forth in the Offer to Purchase remain applicable in all respects
to the Offer and this Supplement No. 1 should be read in conjunction with the
Offer to Purchase and the Letter of Transmittal.
Facsimile copies of the Letter of Transmittal, properly
completed and duly executed, will be accepted. The Letter of Transmittal,
certificates for Shares and any other required documents should be sent or
delivered by each shareholder of the Company or his or her broker, dealer,
commercial bank, trust company or other nominee to the Depositary at one of its
addresses set forth below:
<PAGE> 11
-8-
The Depositary for the Offer is:
Liberty Bank & Trust Company of Oklahoma City, N.A.
<TABLE>
<CAPTION>
By Hand or
By Mail: By Facsimile: Overnight Delivery: By New York Drop:
<S> <C> <C> <C>
Liberty Bank & Trust (405) 231-6058 Liberty Bank & Trust Midwest Clearing
Company of Oklahoma Company of Oklahoma Corporation
City, N.A. Confirm by Telephone: City, N.A. 40 Broad Street
P.O. Box 25848 100 N. Broadway, New York, NY 10004
Oklahoma City, OK 73125 (405) 231-6331 Ninth Floor
Oklahoma City, OK 73102
</TABLE>
Any questions or requests for assistance or additional copies
of this Supplement No. 1, the Offer to Purchase, the Letter of Transmittal and
other tender offer materials may be directed to Regan & Associates, Inc., 15
Park Row, New York, NY 10038, 1-800-737-3426. Shareholders may also contact
their local broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer.
AMERIBANK CORPORATION
December 5, 1995
<PAGE> 12
SCHEDULE II
AMERIBANK CORPORATION
CONSOLIDATED BALANCE SHEET
(in $000's)
September 30, 1995
<TABLE>
<S> <C>
ASSETS:
Cash and due from banks $ 3,911
Securities 23,669
Federal funds sold 2,500
Loans and leases, net of unearned income 73,201
Less allowance for loan and lease losses (1,248)
Premises and fixed assets 1,204
Other real estate owned 1,460
Investment in unconsolidated subsidiaries 3,572
Other assets 1,408
--------
TOTAL ASSETS $109,677
LIABILITIES & CAPITAL ACCOUNTS
Non-interest bearing deposits 17,080
Interest bearing deposits 76,307
Securities sold under agreement to repurchase 2,619
*Other borrowings with original maturity of
one year or less 1,000
Other borrowings with original maturity of
more than one year 2,350
Subordinated notes 1,100
Other liabilities 928
--------
Total Liabilities 101,384
Common stock 100
Capital surplus 5,668
Retained earnings 2,488
Unrealized gain (loss) in AFS securities 37
--------
Total Equity Capital 8,293
--------
TOTAL LIABILITIES & CAPITAL ACCOUNTS $109,677
</TABLE>
*Federal Home Loan Bank advance to subsidiary bank
<PAGE> 13
AMERIBANK CORPORATION
CONSOLIDATED INCOME STATEMENT
(in $000's)
For the Period January 1 through September 30, 1995
<TABLE>
<S> <C> <C>
Interest Income:
Interest and fee income on loans $4,856
Interest income on balances due
from depository institutions 4
Interest and dividend income on securities 1,035
Interest income on federal funds sold 136
------
Total interest income 6,031
Interest Expense:
Interest on certificates of deposit of
$100M or more 330
Interest on other deposits 2,178
Interest on securities sold under
agreements to repurchase 86
Interest on borrowed funds 106
Interest on subordinated notes 74
------
Total interest expense 2,774
Net Interest Income 3,257
Provision for loan and lease losses -0-
Non-interest income:
Income from fiduciary activities 100
Service charges on deposit accounts 398
Other non-interest income 312
------
Total non-interest income 810
Non-interest expenses:
Salaries and employee benefits 1,505
Expenses of premises and fixed assets 506
Other non-interest expense 706
------
Total non-interest expenses 2,717
Income before income taxes 1,350
------
Applicable income taxes 15
------
Net Income $1,335
</TABLE>
<PAGE> 1
Exhibit 99(a)(9)
PRESS RELEASE
CONTACT: Regan & Associates
1-800-737-3426
AMERIBANK CORPORATION EXTENDS $0.50 PER SHARE TENDER OFFER BUT DECREASES NUMBER
TO 617,076 SHARES OF UNITED OKLAHOMA BANKSHARES, INC.
Oklahoma City, Oklahoma, December 5, 1995 -- Ameribank Corporation, a privately
held bank holding company, announced today that it has extended its tender
offer but decreased the number of shares it is offering to purchase to 617,076
outstanding shares of the common stock of United Oklahoma Bankshares, Inc., at
a price of $0.50 per share. The offer and withdrawal rights will now expire at
5:00 p.m., Oklahoma City time, on Friday, December 29, 1995, unless further
extended. As of December 4, 1995, 577,297 shares of common stock have been
tendered to Ameribank thus satisfying the minimum condition in the tender offer
and giving Ameribank Corporation a majority of the total number of outstanding
shares.
Ameribank is a registered bank holding company which is primarily engaged,
through its banking subsidiary, American National Bank & Trust Company of
Shawnee, 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.
