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WASHINGTON, DC 20549
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SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(Final Amendment)
Matewan BancShares, Inc.
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(Name of Issuer)
Matewan BancShares, Inc.
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(Name of Person(s) Filing Statement)
Convertible Preferred Stock, Series A, 7.5%, Par Value $1.00 Per Share
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(Title of Class of Securities)
576703 20 1
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(CUSIP Number of Class of Securities)
Dan R. Moore
Chairman of the Board, President and Chief Executive Officer
Matewan BancShares, Inc.
Post Office Box 100
Second Avenue and Vinson Street
Williamson, West Virginia 25661
(304) 235-1544
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Charles D. Dunbar, Esq.
Elizabeth Osenton Lord, Esq.
Jackson & Kelly
1600 Laidley Tower
P.O. Box 553
Charleston, West Virginia 25322
(304) 340-1000
April 30, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE:
Transaction Valuation*: $3,034,250 Amount of Filing Fee: $606.85
* Based upon the purchase of 114,500 Shares (the maximum number of Shares
offered) to be purchased at $26.50 per Share (the maximum per Share purchase
price which may be selected by the Company pursuant to the tender offer).
[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: $606.85 Filing Party: Matewan BancShares, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: May 1, 1997
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This Final Amendment amends and supplements the Issuer Tender Offer Statement on
Schedule 13E-4 dated April 30, 1997, as amended by Amendment No. 1 thereto,
relating to the offer by Matewan BancShares, Inc. (the "Company") to purchase
up to 114,500 shares of the Company's Convertible Preferred Stock, Series A,
7.5%, $1.00 par value (the "Shares"), to the Company at prices, not in excess
of $26.50 nor less than $24.00 per Share, specified by tendering shareholders,
upon the terms and subject to the conditions set forth in the Company's offer
dated April 30, 1997, and in the related Letter of Transmittal.
A total of 39,042 Shares were validly tendered and not withdrawn at or below the
$26.50 per Share purchase price, including Shares for which certificates were
delivered to the Depositary pursuant to the offer's guaranteed delivery
procedures. The Company will purchase all of the Shares tendered in the offer.
Following purchase of the 39,042 Shares, the Company will have approximately
760,458 Shares of the Company's Convertible Preferred Stock, Series A, 7.5%,
$1.00 par value, issued and outstanding.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to include the following additional exhibit:
99(a)(xiii) Text of Press Release issued by the Company on June 16, 1997.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Final Amendment to Schedule 13E-4 is true,
complete and correct.
Matewan BancShares, Inc.
By: /s/ Dan R. Moore
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Dan R. Moore
Chairman of the Board, President
and Chief Executive Officer
Dated: June 16, 1997
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EXHIBIT INDEX
DESCRIPTION EXHIBIT
99(a)(xiii) Text of Press Release issued by the Company on June 16, 1997.
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EXHIBIT 99(a)(xiii)
CONTACT: Dan R. Moore, Chairman of the Board,
President and Chief Executive Officer
(304) 235-1544
FOR RELEASE: Immediate
June 16, 1997
Matewan BancShares, Inc., Announces
Final Results of Tender Offer
WILIAMSON, WV -- June 16, 1997 -- Matewan BancShares, Inc. (Nasdaq SmallCap
Market System: MATEP) announced today the final results of the modified "Dutch
Auction" tender offer that it began April 30, 1997. The tender offer expired at
5:00 p.m. Eastern Time, on Friday, June 13, 1997. Matewan BancShares purchased
39,042 shares of its Convertible Preferred Stock, Series A, 7.5% ("Preferred
Stock"), at a price of $26.50. The Depositary for the offer, Harris Trust
Company of New York, will begin issuing payment today, June 16, 1997, for the
shares purchased under the tender offer. Wheat First Butcher Singer acted as
Dealer Manager for the offer, and D. F. King & Co., Inc., acted as Information
Agent.
As of June 13, 1997, Matewan BancShares, Inc., had 799,500 shares of
Preferred Stock outstanding. Shares tendered represent approximately 4.9% of the
Preferred Stock outstanding. Following the purchase, Matewan BancShares, Inc.,
will have approximately 760,458 shares outstanding.
Matewan BancShares, Inc., is headquartered in Williamson, West Virginia,
and is a bank holding company with offices of subsidiaries in West Virginia,
Kentucky and Virginia. Its preferred stock is listed on the Nasdaq SmallCap
Market System under the symbol "MATEP."
