<PAGE>
WASHINGTON, DC 20549
---------------------
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(Amendment No. 1)
Matewan BancShares, Inc.
------------------------
(Name of Issuer)
Matewan BancShares, Inc.
------------------------
(Name of Person(s) Filing Statement)
Convertible Preferred Stock, Series A, 7.5% Par Value, $1.00 Per Share
----------------------------------------------------------------------
(Title of Class of Securities)
576703 20 1
-----------
(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
--------------
(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
<PAGE>
The Issuer Tender Offer Statement on Schedule 13E-4 dated April 30, 1997,
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 the related Letter of Transmittal, is hereby amended
to incorporate the information included in the exhibit referred to below.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to include the following additional exhibit:
99(a)(xii) Text of Press Release issued by the Company on June 2, 1997,
at 11:30 a.m., Eastern Time.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Amendment No. 1 to Schedule 13E-4 is true,
complete and correct.
Matewan BancShares, Inc.
By: /s/ Dan R. Moore
-----------------------------
Dan R. Moore
Chairman of the Board, President
and Chief Executive Officer
Dated: June 2, 1997
<PAGE>
EXHIBIT INDEX
DESCRIPTION EXHIBIT
99(a)(xii) Text of Press Release issued by the Company on June 2, 1997,
at 11:30 a.m., Eastern Time.
<PAGE>
EXHIBIT 99(a)(xii)
CONTACT: Dan R. Moore, Chairman of the Board,
President and Chief Executive Officer
Matewan BancShares, Inc.
(304) 235-1544
FOR RELEASE: Immediate
June 2, 1997
Matewan BancShares, Inc., Announces Waiver of
Minimum Number of Shares Sought in Tender Offer
WILLIAMSON, WV--June 2, 1997--On April 30, 1997, Matewan BancShares, Inc.,
announced a modified "Dutch Auction" tender offer for 114,500 shares of its
Convertible Preferred Stock, Series A, 7.5% (Nasdaq SmallCap Market System:
MATEP), within a price range of $24.00 to $26.50 per share. The offer was
conditional on a minimum of 100,000 shares being tendered. Matewan BancShares,
Inc., today announced that it has waived this condition and has extended the
expiration of its tender offer until 5:00 p.m., Eastern Time, on Friday, June
13, 1997. In accordance with the terms of the offer, shareholders who have
previously tendered their shares may withdraw their tender until this time. As
of May 30, 1997, a total of 37,242 shares have been validly tendered and not
withdrawn.
The Board of Directors of Matewan BancShares, Inc., is not making any
recommendation to shareholders as to whether they should tender any shares
pursuant to the offer. Wheat First Butcher Singer is acting as Dealer Manager,
and D. F. King & Co., Inc., is acting as Information Agent, in connection with
the offer. 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."
