SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to Section
14(d)(4) of the Securities Exchange Act of 1934
United Oklahoma Bankshares, Inc.
(Name of Subject Company)
United Oklahoma Bankshares, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
911266-10-4
(CUSIP Number of Class of Securities)
June O'Steen, Executive Vice President
4600 S.E. 29th Street
Del City, Oklahoma 73115
(405)677-8711
(Name, address and telephone number of person authorized to
receive notice and communications on behalf of the person(s)
filing statement.)
<PAGE>
Item 1. Security and Subject Company
The name of the subject company is United Oklahoma
Bankshares, Inc. (the "Company"). The address of the
Company's principal executive offices is 4600 S.E. 29th
Street, Del City, Oklahoma 73115. The equity securities to
which this statement relates are the shares of common stock,
par value $1.00 per share ("Common Stock"), of the Company.
Item 2. Tender Offer of the Bidder
This statement relates to the tender offer
disclosed in a Tender Offer Statement on Schedule 14D-1,
dated November 3, 1995 (the "Schedule 14D-1") of Ameribank
Corporation, an Oklahoma corporation (the "Bidder") to
purchase up to 1,478,036 of the outstanding shares of Common
Stock of the Company, at the 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
collectively constitute the "Offer").
According to the Schedule 14D-1, the address of
the principal executive offices of the Bidder is 201 North
Broadway, Shawnee, Oklahoma 74801.
Item 3. Identity and Background
(a) The name of the person filing this statement
is the Company whose business address is set out in Item 1
above.
(b) Except as set forth below, to the knowledge
of the Company, there are no material contracts, agreements,
arrangements or understandings or any actual or potential
conflicts of interest, between the Company and its
affiliates and either (1) the Company's executive officers,
directors or affiliates; or (2) the Bidder or its executive
officers, directors or affiliates.
On May 16, 1995, the Bidder 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
9% Cumulative Nonvoting Preferred Stock, par value $30.00
per share (the "Preferred Stock"), or 63.9% of the
outstanding shares of Preferred Stock. The Bidder acquired
the shares of Common Stock and Preferred Stock from the
following shareholders of the Company:
<PAGE>
<TABLE>
Number of Shares Number of Shares
of 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 150,716 2,664
Tucker-Fong
Joanne Ainsworth 408 34
Marjorie Ainsworth 1,200 34
Oklahoma City -0- 48,506
Community Foundation, Inc.
</TABLE>
At the date of closing of the Bidder's acquisition
of Common Stock and Preferred Stock, the members of the
Board of Directors of the Company were:
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 Bidder'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
Bidder, 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
Bidder, 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 Bidder effectively
controls the Company.
Since December 16, 1992, Mr. Cook has been
President and Chief Executive Officer of American National
Bank & Trust Company of Shawnee, a subsidiary of the Bidder,
and presently serves as a director and the Secretary of the
Bidder. Currently, Mr. Cook is the Chairman of the Board of
the Company and also the Chairman of the Board of the
Company's subsidiary, United Bank, Del City and its
subsidiaries, United Del City Tower, Inc. and
4600 Corporation.
In addition to being a director of the Company,
Mr. Adcock is a member of the Board of
Directors of American National Bank & Trust Company of
Shawnee, United Bank, Del City, United Del City Tower and
4600 Corporation. Mr. Adcock is the Secretary of the
Company. Mr. Adcock is also the son-in-law of Mr. Don
Bodard, who is Chairman of the Board and President of the
Bidder as well as the sole beneficial owner of the Bidder.
As noted above, Mr. Schubert serves as a director
and is the President of the Company. He is also a director
of United Bank, Del City and its subsidiaries, United Del
<PAGE>
City Tower and 4600 Corporation. Mr. Schubert has been the
Vice Chairman of American National Bank & Trust Company of
Shawnee and Vice President of the Bidder since October 23,
1991. He is also a director of the Bidder and the
Treasurer.
Messrs. Cook, Schubert and Adcock are officers and
directors of both the Company and the Bidder, and have been
involved in the decision by the Bidder to proceed with the
Offer. Because Messrs. Cook, Schubert and Adcock hold these
positions with the Bidder and the Company, every discussion
between any one of them and any other officer or director of
the Bidder 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
with other advisers and representatives of the Bidder
concerning the Bidder's desire to acquire a majority of the
outstanding shares of Common Stock of the Bidder. The
Bidder 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.
On July 20, 1995, the Bidder 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 Bidder 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 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.
The Common Stock is currently registered under
Section 12(g) of the Securities Exchange Act of 1934, as
amended. However, the purchase of shares of Common Stock
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 Company 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
<PAGE>
to be greater or less than the price in the Offer.
However, if the number of shareholders of record of the
Company's Common Stock is less than three hundred after the
Offer is completed, the Bidder, as stated in Sections 7 and
11 of the Offer, 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 Common Stock and the Common Stock
would not be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association.
If the Bidder acquires majority control of the
Company, it has stated that 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 Bidder stated that it
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 Bidder'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.
Messrs. Cook, Schubert, Adcock and 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 Bidder 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 subsidiary banks
of the Bidder 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 Bidder and the
Company to ETG would be approximately $87,500 each. The
Bidder has stated that it 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 Company's Certificate of Incorporation and
Bylaws provide that the Company shall indemnify directors
and officers to the fullest extent permitted by applicable
law against all expense, liability and loss arising in
connection with any action, suit or proceeding against any
director or officer by reason of such director's or
officer's service as a director or officer of the Company,
if such director or officer acted in good faith and in a
manner he or she reasonably believed to be in or not opposed
to the best interests of the Company and, with respect to
<PAGE>
any criminal proceeding, had no reasonable cause to believe
the conduct was unlawful. Additionally, the Bylaws provide
that the Company shall advance reasonable expenses incurred
by the director or officer in connection with any proceeding
upon receipt of an undertaking from the director or officer
to repay any advance upon an ultimate determination that the
director or officer is not entitled to be indemnified.
Item 4. The Solicitation or Recommendation
(a) THE BOARD HAS UNANIMOUSLY DETERMINED THAT IT
IS UNABLE TO TAKE A POSITION WITH RESPECT TO THE OFFER.
A copy of the Letter to Stockholders dated
November 13, 1995, communicating the position of the Board
is filed as Exhibit (a)-1 hereto and is incorporated herein
by reference.
(b) As explained in Section 10 of the Offer and
Item 3 above, Messrs. Schubert, Adcock and Cook are officers
and directors of both the Bidder and the Company. In
addition, as outlined in Section 10 of the Offer and Item 6
below, Messrs. Schubert, Adcock and Cook have entered into a
Stock Purchase Agreement with the Bidder to acquire shares
of the Company which the Bidder owns or acquires. Any
opinion regarding the Offer by the Board of Directors
would be a conflict of interest for the Company's directors.
Item 5. Persons Retained, Employed or to Be Compensated
Neither the Company nor any person acting on its
behalf has employed, retained or compensated any person to
make solicitations or recommendations to stockholders with
respect to the Offer.
Item 6. Recent Transactions and Intent with Respect to
Securities
(a) Except as described below, to the knowledge
of the Company, there have been no transactions in shares
which were effected during the past 60 days by the Company,
or by an executive officer, director, affiliate or
subsidiary of the Company. As noted in Item 3 above,
Messrs. Cook, Schubert and Adcock are officers and directors
of both the Company and the Bidder; therefore, any
transactions in shares which were effected by the Bidder
could be considered a transaction by an affiliate of the
Company.
The Bidder 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 the Offer, if higher. The
terms of the agreement provide that the acquisition of the
Common Stock is subject to receipt of approval from the
Federal Reserve Board on or before December 31, 1995.
<PAGE>
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 Bidder entered into a
Stock Purchase Agreement with Paul Goacher, an individual,
to purchase 66,000 shares of Common Stock at a price equal
to $0.50 per share or the purchase price pursuant to the
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.
On October 18, 1995, the Bidder 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 the Offer, if higher. The
consummation of this 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 Bidder and Messrs. Cook, Schubert and Adcock
have entered into a Stock Purchase Agreement, dated
November 3, 1995, which provides that the Bidder 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 Bidder 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 at
which the Bidder acquired the shares plus interest, accrued
from the date of the Bidder'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 Bidder as Trustee to vote the
shares of Common Stock.
(b) Except as described below, to the knowledge
of the Company, none of the Company's executive officers,
directors, affiliates or subsidiaries presently intends to
tender any shares to the Bidder pursuant to the Offer or
sell any shares that are held of record or beneficially by
such persons.
Three Senior Vice Presidents of the Company's
subsidiary, United Bank, Del City, have tendered a total of
4,447 shares of Common Stock of the Company to the Bidder.
<PAGE>
Item 7. Certain Negotiations and Transactions by the
Subject Company
(a) The Company is not engaged in any
negotiations in response to the Offer which relates to or
would result in: (1) an extraordinary transaction such as a
merger or reorganization, involving the Company or any
subsidiary of the Company; (2) a purchase, sale or transfer
of a material amount of assets by the Company or any
subsidiary of the Company; (3) a tender offer for or other
acquisition of securities by or of the Company; or (4) any
material change in the present capitalization or dividend
policy of the Company.
(b) There are no transactions, board resolutions,
agreements in principle, or signed contracts in response to
the Offer, which relate to or would result in one or more of
the matters referred to in Item 7(a)(1), (2), (3) or (4)
above.
Item 8. Additional Information to Be Furnished
Reference is hereby made to the information set
forth in the Letter to Stockholders, dated November 13,
1995.
Item 9. Material to Be Filed as Exhibits
(a)-1 Letter to Stockholders, dated November 13, 1995.
(b) Not Applicable.
(c) Not Applicable.
Signature. After reasonable inquiry and to the
best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete
and correct.
November 13, 1995 UNITED OKLAHOMA BANKSHARES, INC.
(Date)
By:/s/ George N. Cook, Jr.
Name: George N. Cook, Jr.
Title: Chairman of the Board
<PAGE>
Exhibit (a)-1
November 13, 1995
Dear Common Stockholder:
By now you should have received a packet of information from
Ameribank Corporation ("Ameribank"), offering you the opportunity
to sell your shares of Common Stock in United Oklahoma Bankshares,
Inc. ("UOB") to Ameribank for $0.50 per share (the "Offer"). In
addition, the Letter of Transmittal included in the packet
describes the procedure for delivery of your Common Stock to
Liberty Bank & Trust Company of Oklahoma City, N.A., which is
acting as the Depositary for the Common Stock.
As Chairman of the Board of Directors of UOB, I am writing
to advise you that the UOB Board is unable to take a position
with respect to the Offer. As Section 10 of the Offer
explains, the directors of UOB are also officers and
directors of Ameribank. Any opinion regarding the Offer by
Ameribank would be a conflict of interest for the UOB directors.
Each stockholder should carefully read the material
furnished by Ameribank and make an independent decision
regarding the Offer to Purchase your Common Stock. If you have any
questions, the Offer directs you to contact Regan &
Associates, Inc., 15 Park Row, New York, New York 10338,
telephone 1-800-737-3426.
Sincerely,
/s/George N. Cook, Jr.
GEORGE N. COOK, JR.
Chairman of the Board
