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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
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).
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ITEM 1. SECURITY AND ISSUER
(a)
Name: Matewan BancShares, Inc.
Address of Principal Executive Office: Second Avenue and Vinson
Street,Williamson, West
Virginia 25661
(b) Title of Securities Being Sought Amount Outstanding on April 30, 1997
-------------------------------- ------------------------------------
Convertible Preferred Stock, 799,500 Shares
Series A, 7.5%, Par Value $1.00
Per Share ("the Shares")
Information with respect to the exact amount of securities being sought
and the consideration being offered therefor is incorporated by
reference from "Number of Shares; Proration" on Pages 1-4 in the Offer
to Purchase dated April 30, 1997 (the "Offer to Purchase"), filed as
Exhibit (a)(i) hereto. The officers, directors and affiliates of the
Issuer have advised the Issuer that they do not intend to tender any
Shares pursuant to the Offer.
(c) Information with respect to the principal market for and price range of
the Shares is incorporated by reference from "Price Range of Shares;
Dividends" on Pages 8-9 in the Offer to Purchase.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) Information with respect to source and amount of funds to be used for
the purchase of Shares is incorporated by reference from "Source and
Amount of Funds" on Page 11 in the Offer to Purchase.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE
Information with respect to the purpose of the tender offer and planned
disposition of the securities, and possible results of the tender offer is
incorporated by reference to "Background and Purpose of the Offer; Certain
Effects of the Offer" and "Interest of Directors and Officers; Transactions
and Arrangements Concerning the Shares" on Pages 9-11 and 14, respectively, in
the Offer to Purchase. Other than as indicated, there are no current plans or
proposals that relate to or would result in:
(a) The acquisition by any person, other than the Issuer, of additional
securities of the Issuer, or the disposition of any such securities by
any such person;
(b) Any extraordinary corporate transaction involving the Issuer or any of
its subsidiaries;
(c) Any sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer;
(e) Any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Issuer;
(f) Any other material change in the Issuer's corporate structure or
business;
(g) Any changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
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(h) The delisting of any class of equity security of the Issuer from any
national securities exchange, or the cessation of quotations of any
such class of securities in any inter-dealer quotation system;
(i) Any class of equity security of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) The suspension of the Issuer's obligation to file reports pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER
Neither the Issuer nor any of its subsidiaries, nor to the knowledge of the
Issuer, any of its officers or directors or any associate of any of the
foregoing has engaged in any transactions involving the Shares during the 40
business days prior to the date hereof.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES
Neither the Issuer nor, to the knowledge of the Issuer, any of its officers,
directors or affiliates is a party to any contract, arrangement, understanding
or relationship relating directly or indirectly to the Offer and the
securities of the Issuer.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Information with respect to persons employed, retained or to be compensated
by the Issuer to make solicitations or recommendations in connection with the
tender offer is incorporated herein by reference to "Fees and Expenses" on
Pages 17-18 in the Offer to Purchase.
ITEM 7. FINANCIAL INFORMATION
(a)(1)-(4) Incorporated by reference: Pages 12 and 32 to 49 of the Issuer's
1996 Annual Report to Shareholders, filed as Exhibit 13.1 to the
Issuer's Form 10-K for the fiscal year ended December 31, 1996, and
"Certain Information Concerning the Company" on Pages 11 and 12 in
the Offer to Purchase.
(b)(1)-(3) Incorporated by reference to "Certain Information About the
Company" on Page 13 in the Offer to Purchase, which is incorporated
herein by reference.
ITEM 8. ADDITIONAL INFORMATION
(a) Neither the Issuer nor, to the Issuer's knowledge, any of its officers
or directors is a party to any material contract, arrangement,
understanding or relationship between them and the Issuer which are
material to a decision by a shareholder whether to tender or hold
Shares in the tender offer.
(b) There are no applicable regulatory requirements which must be complied
with or approvals which must be obtained in connection with the tender
offer.
(c) Not applicable.
(d) There are no material pending legal proceedings relating to the tender
offer.
(e) Not applicable.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The following Exhibits are filed herewith or incorporated by reference
herein to documents previously electronically filed.
(a)(i) Offer to Purchase dated April 30, 1997;
(ii) Press Release dated April 30, 1997;
(iii) Letter dated April 30, 1997, from Dan R. Moore, Chairman of the
Board, President and Chief Executive Officer of the Issuer, to the
shareholders of the Issuer;
(iv) Letter dated April 30, 1997, from Wheat First Butcher Singer (Dealer
Manager) to brokers, dealers, commercial banks and trust companies
and other nominees;
(v) Internal Memorandum of Matewan dated April 30, 1997;
(vi) Questions and Answers about the Offer dated April 30, 1997;
(vii) Form of Letter to Clients;
(viii) Letter of Transmittal;
(ix) Notice of Guaranteed Delivery;
(x) Form of Advertisement to be published in the WALL STREET JOURNAL on
May 1, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Pages 12 and 32 to 49 of the Issuer's 1996 Annual Report to
Shareholders, filed as Exhibit 13.1 of the Form 10-K for the fiscal
year ended December 31, 1996, which is incorporated herein by
reference.
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SIGNATURE
After due 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.
Matewan BancShares, Inc.
By: /s/ Dan R. Moore
-------------------------
Dan R. Moore
Chairman of the Board, President
and Chief Executive Officer
Dated: April 30, 1997
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EXHIBIT INDEX
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DESCRIPTION EXHIBIT
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99(a)(i) Offer to Purchase dated April 30, 1997.
99(a)(ii) Press Release dated April 30, 1997.
99(a)(iii) Letter to the shareholders of the Issuer dated April 30, 1997,
from Dan R. Moore, Chairman of the Board, President and Chief
Executive Officer of the Issuer.
99(a)(iv) Letter dated April 30, 1997, from Wheat First Butcher Singer
(Dealer Manager) to brokers, dealers, commercial banks and trust
companies and other nominees.
99(a)(v) Internal Memorandum of Matewan dated April 30, 1997.
99(a)(vi) Questions and Answers about the Offer dated April 30, 1997.
99(a)(vii) Form of Letter to Clients.
99(a)(viii) Letter of Transmittal.
99(a)(ix) Notice of Guaranteed Delivery.
99(a)(x) Form of Advertisement to be published in the WALL STREET JOURNAL
on May 1, 1997.
99(g) Pages 12 and 32 to 49 of the Issuer's 1996 Annual Report to
Shareholders, filed as Exhibits 13.1 of the Issuer's Form 10-K for
the fiscal year ended December 31, 1996, which is incorporated
herein by reference.
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EXHIBIT 99(A)(I)
OFFER BY
MATEWAN BANCSHARES, INC.
TO PURCHASE FOR CASH UP TO 114,500 SHARES OF ITS CONVERTIBLE PREFERRED STOCK,
SERIES A, 7.5%, AT A PURCHASE PRICE NOT IN EXCESS OF $26.50 NOR LESS THAN
$24.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON FRIDAY, MAY 30, 1997, UNLESS THE OFFER IS EXTENDED.
Matewan BancShares, Inc., a Delaware corporation (the "Company"), hereby
invites its shareholders to tender up to 114,500 shares of its 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 this Offer to Purchase and in the related Letter of
Transmittal (which together constitute the "Offer"). The Company will
determine a single per Share price (not in excess of $26.50 nor less than
$24.00 per Share) (the "Purchase Price") that it will pay for Shares properly
tendered pursuant to the Offer, taking into account the number of Shares so
tendered and the prices specified by tendering shareholders. The Company will
select a Purchase Price that will enable it to purchase 114,500 Shares (or
such lesser number of Shares as are properly tendered at prices not in excess
of $26.50 nor less than $24.00 per Share) pursuant to the Offer. Each
shareholder who has properly tendered and not withdrawn Shares at prices at or
below the Purchase Price will receive the Purchase Price, net to the
shareholder in cash, for all Shares purchased upon the terms and subject to
the conditions of the Offer. In the event that prior to 5:00 p.m., New York
City time, on Friday, May 30, 1997, or at such later time and date to which
the Offer may be extended by the Company, a greater number of Shares are
properly tendered and not withdrawn at or below the Purchase Price than will
be accepted for purchase by the Company, the Company will accept Shares for
purchase first from Shares properly tendered at or below the Purchase Price by
any shareholder who beneficially held, as of the close of business on April
29, 1997, fewer than 100 Shares ("Odd Lot Holder") and who tenders all Shares
beneficially owned by such Odd Lot Holder and then from all other Shares
tendered at or below the Purchase Price on a pro rata basis. All Shares not
purchased pursuant to the Offer, including Shares tendered at prices in excess
of the Purchase Price and Shares not purchased because of proration or
conditional tenders, will be returned. The Company reserves the right, in its
sole discretion, to purchase more than 114,500 Shares pursuant to the Offer,
but has no current intention to do so.
THE OFFER IS CONDITIONED UPON A MINIMUM OF 100,000 SHARES BEING PROPERLY
TENDERED AND NOT WITHDRAWN; HOWEVER, THE COMPANY RESERVES THE RIGHT BUT WILL
NOT BE OBLIGATED TO PURCHASE A LESSER NUMBER OF SHARES IF THE MINIMUM NUMBER
OF SHARES ARE NOT PROPERLY TENDERED.
The Shares are traded on the NASDAQ Small-Cap Market System ("NASDAQ") under
the symbol MATEP. On April 29, 1997, the last full trading day prior to the
announcement of the Offer, the closing per Share sales price as reported on
NASDAQ was $24.875. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS
FOR THE SHARES. See Section 6.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER.
HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE
OFFICER OF THE COMPANY INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
EACH SHARE HOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER SHARES AND, IF
SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE.
The Offer does not constitute a notice of redemption of the Shares pursuant
to the Company's Articles of Incorporation or the Certificate of Designation
dated February 28, 1996 (the "Certificate of Designation"), nor does the
Company intend to effect such a redemption by making the Offer. Shareholders
can make their own investment decision as to whether or not to tender the
Shares. In making such investment decsions, shareholders should review
carefully the information under the heading "Price Range of Shares;
Dividends".
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS
OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
IMPORTANT
Any shareholder desiring to tender all or any portion of his Shares should
either (1) complete and sign the Letter of Transmittal (or a facsimile
thereof) in accordance with the instructions in the Letter of Transmittal and
deliver it and all other required documents to Harris Trust Company of New
York (the "Depositary") and either deliver the stock certificates for such
Shares to the Depositary or follow the procedure for book-entry delivery set
forth in Section 2, or (2) request a broker, dealer, commercial bank, trust
company or other nominee to effect the transaction for such shareholder. Any
shareholders having Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee should contact such person or
institution if they desire to tender such Shares.
Any shareholder who desires to tender Shares and whose certificates for such
Shares are not immediately available or who cannot comply with the procedure
for book-entry transfer by the expiration of the Offer must tender such Shares
by following the procedures for guaranteed delivery set forth in Section 2.
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SHAREHOLDERS MUST COMPLETE THE SECTION OF THE LETTER OF TRANSMITTAL RELATING
TO THE PRICE AT WHICH THEY ARE TENDERING SHARES IN ORDER TO EFFECT A VALID
TENDER OF THEIR SHARES.
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal or Notice of Guaranteed Delivery may be
directed to the Information Agent or the Dealer Manager at their respective
addresses and the telephone numbers set forth on the back cover of this Offer
to Purchase.
The Dealer Manager for the Offer is
Wheat First Butcher Singer
THE DATE OF THIS OFFER TO PURCHASE IS APRIL 30, 1997.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY OR THE DEALER MANAGER AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR
REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE
LETTER OF TRANSMITTAL. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE DEALER MANAGER.
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TABLE OF CONTENTS
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SECTION PAGE
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TABLE OF CONTENTS......................................................... i
SUMMARY................................................................... S-1
INTRODUCTION.............................................................. 1
THE OFFER................................................................. 2
1. Number of Shares; Proration.......................................... 2
2. Procedure for Tendering Shares....................................... 4
3. Withdrawal Rights.................................................... 6
4. Acceptance for Payment and Payment for Shares........................ 6
5. Certain Conditions of the Offer...................................... 7
6. Price Range of Shares; Dividends..................................... 8
7. Background and Purpose of the Offer; Certain Effects of the Offer.... 9
8. Source and Amount of Funds........................................... 11
9. Certain Information Concerning the Company........................... 11
10. Interest of Directors and Officers; Transactions and Arrangements
Concerning the Shares................................................ 14
11. Certain Legal Matters; Regulatory Approvals.......................... 14
12. Certain Federal Income Tax Consequences.............................. 14
13. Extension of the Offer; Termination; Amendments...................... 17
14. Fees and Expenses.................................................... 17
15. Miscellaneous........................................................ 18
GLOSSARY.................................................................. G-1
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SUMMARY
This general summary is solely for the convenience of the shareholders and
is qualified in its entirety by reference to the full text and more specific
details in this Offer to Purchase.
Purchase Price....... The Company will select a single Purchase Price which
will be not more than $26.50 nor less than $24.00 per
Share. All Shares tendered at or below the Purchase
Price will be purchased by the Company at the Purchase
Price, subject to proration, up to a maximum of 114,500
Shares. Each shareholder desiring to tender Shares must
specify in the Letter of Transmittal the price (not
more than $26.50 nor less than $24.00 per Share) at
which such shareholder is willing to have his or her
Shares purchased by the Company.
Number of Shares to
Be Purchased.........
114,500 Shares (or such lesser number of Shares as are
properly tendered at prices not in excess of $26.50 nor
less than $24.00 per Share). The Company reserves the
right, in its sole discretion, to purchase more than
114,500 Shares. See Section 1.
Amount of Shares..... Each shareholder may tender all or any portion of the
Shares owned by such shareholder.
Conditions of the The Offer is subject to the Minimum Number of Shares
Offer................ being tendered and is further subject to certain
customary conditions, any or all of which may be waived
by the Company. See Section 5.
Dividends............ All holders of the Shares will be paid the dividend to
be declared as of June 1, 1997. Thereafter, Holders of
Shares tendered into and purchased pursuant to the
Offer will not be entitled to any dividends in respect
of any later dividend periods (or any portion thereof).
See Section 6.
How to Tender See the following page and Section 2. Shareholders with
Shares............... questions may call the Information Agent, the Dealer
Manager, or the Depositary, or consult your broker for
assistance.
Brokerage None.
Commissions..........
Stock Transfer Tax... None, if payment is made to the registered holder.
Expiration Date...... The Offer will expire at 5:00 P.M., New York City time,
on May 30, 1997, unless extended by the Company.
Payment and
Proration Dates......
As soon as practicable after the Expiration Date.
Position of the
Company and its
Directors............
Neither the Company nor its Board of Directors makes
any recommendation to any shareholder as to whether to
tender or refrain from tendering Shares.
Withdrawal Rights.... Tendered Shares may be withdrawn at any time until 5:00
P.M., New York City time, on May 30, 1997, unless the
Offer is extended by the Company or if not accepted for
payment after the expiration of 40 business days after
commencement of the Offer. See Section 2.
Odd Lots.............
Shareholders who owned fewer than 100 Shares as of
April 29, 1997, and who tender all such Shares at or
below the Purchase Price and who check the Box labelled
"Odd Lots," on the Letter of Transmittal will have
their Shares
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accepted before other tendered Shares. By accepting the
Offer, such an Odd Lot Holder would not only avoid
brokerage commissions but also would avoid any
discounts to the market price typically charged by
brokers for executing odd lot trades.
Further Developments
Regarding the Offer..
Call the Information Agent or the Dealer Manager, or
consult your broker. Please see below and the back
cover for the address and telephone numbers of the
Dealer Manager and the Information Agent.
Glossary............. Several defined terms are used throughout the Offer. A
glossary of selected terms appears at the end of this
Offer to Purchase.
Summary Instructions
for Tendering........
If you hold Share certificates and wish to tender those
Shares, you must complete the Letter of Transmittal as
follows:
. List the certificates and the number of Shares that
you are tendering.
. Check the box specifying the price at which you are
tendering.
. If you want, give us special payment instructions.
. If you want, give us special delivery instructions.
. If you are an Odd Lot Holder who is tendering all
your Shares, complete the box labelled "Odd Lots."
. If you want to make a conditional tender of Shares,
complete the box so labelled.
. If your Shares are being delivered by book-entry or
your certificates are being delivered pursuant to a
Notice of Guaranteed Delivery, complete that portion
of the Transmittal.
. Complete a substitute Form W-9 to certify your tax
identification number.
. Sign the Letter of Transmittal (in certain
circumstances, signatures must be guaranteed).
You must deliver your Share certificate(s) and the
Letter of Transmittal to the Depositary or comply with
one of the alternate delivery methods. See Section 2.
These documents must be received by the Depositary,
Harris Trust Company of New York, no later than 5:00
P.M., New York City time, on Friday, May 30, 1997.
Please see Section 2 and the Letter of Transmittal for
more details about how to tender Shares.
Important Numbers.... For information, please call:
Information Agent (D.F. King & Co., Inc.):
(800) 290-6427 (Toll Free); or
(212) 269-5550 (Collect)
Dealer Manager (Wheat First Butcher Singer):
(800) 999-4328 (Toll Free); or
(804) 649-2311 (Collect)
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To: The Holders of Convertible Preferred Stock, Series A, 7.5%, $1.00 Par
Value, of Matewan BancShares, Inc.
INTRODUCTION
Matewan BancShares, Inc., a Delaware corporation (the "Company"), hereby
invites its shareholders to tender shares of its 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 such
shareholders, upon the terms and subject to the conditions set forth in this
Offer to Purchase and the related Letter of Transmittal (which together
constitute the "Offer"). The Company will determine a single per Share price
(not in excess of $26.50 nor less than $24.00 per Share) (the "Purchase
Price") that it will pay for Shares properly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified
by tendering shareholders. The Company will select a Purchase Price that will
enable it to purchase 114,500 Shares (or such lesser number of Shares as are
properly tendered at prices not in excess of $26.50 nor less than $24.00 per
Share) pursuant to the Offer. The Company reserves the right, in its sole
discretion, to purchase more than 114,500 Shares pursuant to the Offer, but
has no current intention to do so. The Board of Directors of the Company has
concluded that the purchase of Shares pursuant to the Offer is a prudent use
of the Company's financial resources.
THE OFFER IS CONDITIONED UPON A MINIMUM OF 100,000 SHARES BEING PROPERLY
TENDERED AND NOT WITHDRAWN; HOWEVER, THE COMPANY RESERVES THE RIGHT, BUT WILL
NOT BE OBLIGATED, TO PURCHASE A LESSER NUMBER OF SHARES IF THE MINIMUM NUMBER
OF SHARES ARE NOT PROPERLY TENDERED.
All shareholders who have properly tendered and not withdrawn their Shares
at prices at or below the Purchase Price will receive the Purchase Price, net
to the shareholder in cash, for all Shares purchased upon the terms and
subject to the conditions of the Offer, including the provisions relating to
odd lots, proration and conditional tenders described herein. If, prior to the
Expiration Date (as defined in Section 1), more than 114,500 Shares (or such
greater number of Shares as the Company may elect to purchase pursuant to the
Offer) are properly tendered at or below the Purchase Price and not withdrawn,
the Company will accept Shares for purchase first from all Odd Lot Holders (as
defined in Section 1) who properly tender all their Shares at or below the
Purchase Price and then on a pro rata basis from all other shareholders who
properly tender Shares at or below the Purchase Price. If any shareholder
tenders Shares and does not wish to have such Shares purchased pursuant to the
Offer subject to proration, such shareholder may tender Shares subject to the
condition that at least a minimum designated number or none of such Shares be
purchased in the event of proration. See Sections 1 and 2. The Company will
return all Shares not purchased under the Offer, including Shares tendered at
prices greater than the Purchase Price and Shares not purchased because of
proration or conditional tenders. Tendering shareholders will not be obligated
to pay brokerage fees or commissions or, except as set forth in Instruction 7
of the Letter of Transmittal, stock transfer taxes on the purchase of Shares
by the Company pursuant to the Offer. In addition, the Company will pay all
fees and expenses of the Depositary and D.F. King & Co., Inc. (the
"Information Agent") in connection with the Offer.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. THE
COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY
INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST MAKE
HIS OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO
TENDER AND AT WHAT PRICE.
As of the close of business on April 29, 1997, there were 799,500 Shares
outstanding. The 114,500 Shares that the Company is offering to purchase
represent approximately 14.3% of the Shares outstanding on April 29, 1997. The
Shares are listed on the NASDAQ Small-Cap Market System ("NASDAQ") under the
symbol
1
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MATEP. On April 29, 1997, the last full trading day prior to the announcement
of the Offer, the closing per Share sales price was $24.875. SHAREHOLDERS ARE
URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. See Section 6.
Any Shares acquired by the Company pursuant to the Offer may become treasury
Shares or may be canceled, in the sole discretion of the Company. Such Shares
will be available for issuance by the Company without further shareholder
action for general or other corporate purposes, including stock splits or
dividends, acquisitions, the raising of additional capital for use in the
Company's business and the implementation of employee benefit plans. The
Company has no current plans for any such uses of such Shares.
THE OFFER
1. NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions of the Offer, the Company will
accept for payment and purchase 114,500 Shares, or such lesser number of
Shares as are properly tendered at or prior to the Expiration Date (and not
withdrawn in accordance with Section 3) at prices not in excess of $26.50 nor
less than $24.00 per Share. The term "Expiration Date" means 5:00 p.m., New
York City time, on May 30, 1997, unless the Company, in its sole discretion,
shall have extended the period of time during which the Offer is open, in
which event the term "Expiration Date" shall refer to the latest time and date
at which the Offer, as so extended by the Company, shall expire. For a
description of the Company's right to extend the period of time during which
the Offer is open, and to delay, terminate or amend the Offer, see Section 13.
If the Offer is oversubscribed, Shares tendered at or below the Purchase Price
prior to the Expiration Date will be subject to proration. The proration
period also expires on the Expiration Date.
The Company will, upon the terms and subject to the conditions of the Offer,
determine the Purchase Price (not in excess of $26.50 nor less than $24.00 per
Share) that it will pay for Shares properly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified
by tendering shareholders. The Company will select a single per Share Purchase
Price that will allow it to purchase 114,500 Shares (or such lesser number of
Shares as is properly tendered at prices not in excess of $26.50 nor less than
$24.00 per Share) pursuant to the Offer. In addition, the Company reserves the
right, in its sole discretion, to purchase more than 114,500 Shares pursuant
to the Offer, but does not currently plan to do so.
If (i) the Company increases or decreases the price to be paid for Shares,
or the Company increases the number of Shares being sought and such increase
in the number of Shares being sought exceeds 2% of the outstanding Shares, or
the Company decreases the number of Shares being sought and (ii) the Offer is
scheduled to expire at any time earlier than the expiration of a period ending
on the tenth business day from, and including, the date that notice of such
increase or decrease is first published, sent or given in the manner described
in Section 13, the Offer will be extended until the expiration of such period
of ten business days. For purposes of the Offer, a "business day" means any
day other than a Saturday, Sunday or federal holiday and consists of the time
period from 12:01 a.m. through 12:00 Midnight, New York City time.
Each shareholder desiring to tender Shares must specify the price, not in
excess of $26.50 nor less than $24.00 per Share, at which such shareholder is
willing to have Shares purchased by the Company. As promptly as practicable
following the Expiration Date, the Company will determine the Purchase Price
(not in excess of $26.50 nor less than $24.00 per Share) that will allow it to
purchase 114,500 Shares properly tendered and not withdrawn (or such lesser
number of Shares as are properly tendered and not withdrawn). As promptly as
practicable thereafter, the Company will publicly announce the Purchase Price,
and upon the terms and subject to the conditions of the Offer (including the
proration provisions described herein), all shareholders who have properly
tendered and not withdrawn Shares at prices at or below the Purchase Price
will receive the Purchase Price for all Shares purchased. All Shares not
purchased pursuant to the Offer, including Shares tendered at prices in excess
of the Purchase Price and Shares not purchased because of proration or
conditional tenders, will be returned to tendering shareholders at the
Company's expense as promptly as practicable following the Expiration Date.
2
<PAGE>
If the number of Shares properly tendered by the Expiration Date at prices
at or below the Purchase Price, and not withdrawn, is less than 100,000, the
Company reserves the right, but is not obligated, to purchase at the Purchase
Price all Shares so tendered, upon the terms and subject to the conditions of
this Offer.
If the number of Shares properly tendered by the Expiration Date at prices
at or below the Purchase Price, and not withdrawn, is equal to or greater than
100,000 but less than or equal to 114,500 (or such greater number of Shares as
the Company may elect to purchase pursuant to this Offer) the Company will,
upon the terms and subject to the conditions of this Offer, purchase at the
Purchase Price all Shares so tendered.
If the number of Shares properly tendered by the Expiration Date at prices
at or below the Purchase Price and not withdrawn are greater than 114,500 (or
such greater number of Shares as the Company may elect to purchase pursuant to
the Offer), the Company will, upon the terms and subject to the conditions of
the Offer, purchase at the Purchase Price 114,500 Shares (or such greater
number of Shares) in the following order of priority: (i) Odd Lots (as
hereinafter defined), (ii) Shares unconditionally tendered at or below the
Purchase Price by the Expiration Date on a pro rata basis (with adjustments to
avoid the purchase of fractional Shares), and (iii) Shares conditionally
tendered at or below the Purchase Price by the Expiration Date selected by
lot. See the discussion below for further information relating to conditional
tenders of Shares.
For purposes of the Offer, the term "Odd Lots" means all Shares properly
tendered, in accordance with the procedures set forth in Section 2, by the
Expiration Date at prices at or below the Purchase Price and not withdrawn, by
or on behalf of shareholders ("Odd Lot Holders") who beneficially held, as of
the close of business on April 29, 1997, fewer than 100 Shares. As set forth
above, Odd Lots will be accepted for purchase before any proration. In order
to qualify for this preference, an Odd Lot Holder must properly tender at a
price at or below the Purchase Price all Shares beneficially owned by the
holder and must not make a conditional tender. Partial tenders will not
qualify for this preference. This preference is not available to holders of
100 or more Shares, even if holders have separate stock certificates for fewer
than 100 Shares. Any Odd Lot Holder wishing to tender all Shares beneficially
owned free of proration must complete the box captioned "Odd Lots" on the
Letter of Transmittal and, if applicable, on the Notice of Guaranteed
Delivery. Shareholders owning an aggregate of less than 100 Shares whose
Shares are purchased pursuant to the Offer not only will avoid the payment of
brokerage commissions, but also will avoid any applicable odd-lot discounts
otherwise payable on a sale of their Shares.
The Company reserves the right, but will not be obligated, to purchase all
Shares properly tendered and not withdrawn by any shareholder who has so
tendered all Shares owned beneficially or of record and as a result of any
proration would then own an aggregate of fewer than 100 Shares. In addition,
the Company reserves the right, but will not be obligated, to purchase in
excess of 114,500 Shares pursuant to the Offer to avoid proration.
As described in Section 12, the number of Shares that the Company will
purchase from a shareholder may affect the federal income tax consequences to
the shareholder of such purchase and therefore may be relevant to a
shareholder's decision whether to tender Shares. If any shareholder tenders
Shares held by him and does not wish to have such Shares subject to proration
before purchase, such shareholder may tender Shares subject to the condition
that at least a designated minimum number or none of such Shares be purchased.
Any shareholder desiring to make such a conditional tender should so indicate
in the box captioned "Conditional Tender" on the Letter of Transmittal and, if
applicable, on the Notice of Guaranteed Delivery. It is the tendering
shareholder's responsibility to determine the minimum number of Shares to be
tendered. Shareholders should consult their tax advisors with respect to the
effects of proration of the Offer and the advisability of making a conditional
tender. See Section 12.
If as a result of proration the number of Shares to be purchased from any
shareholder making a conditional tender is reduced below the minimum number
specified by such shareholder, such tender will automatically be regarded as
withdrawn, except as provided below, and all Shares tendered by such
shareholder will be returned as promptly as practicable after the Expiration
Date at the Company's expense. If so many conditional tenders are withdrawn
that the total number of Shares available for purchase by the Company falls
below the number of
3
<PAGE>
Shares that the Company has determined to purchase pursuant to the Offer,
then, to the extent feasible, the Company will select enough of such
conditional tenders, which would otherwise have been withdrawn, to enable the
Company to purchase such desired number of Shares. In selecting among such
conditional tenders, the Company will select by lot and will limit its
purchase in each case to the designated minimum number of Shares to be
purchased.
2. PROCEDURE FOR TENDERING SHARES
Proper Tender of Shares. To tender Shares pursuant to the Offer, either (i)
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 must be received by the Depositary at
its address set forth on the back cover of this Offer to Purchase, and either
certificates for the Shares to be tendered must be received by the Depositary
at such address or such Shares must be tendered pursuant to the procedures for
book-entry transfer described below (and a confirmation of such tender
received by the Depositary), in each case by the Expiration Date, or (ii) the
guaranteed delivery procedure described below must be followed.
In accordance with Instruction 5 of the Letter of Transmittal, each
shareholder desiring to tender Shares pursuant to the Offer must indicate, in
the box captioned "Price (In Dollars) Per Share at which Shares Are Being
Tendered" in the Letter of Transmittal, the price (in multiples of $.25) at
which such Shares are being tendered. If a shareholder desires to tender
Shares in separate lots at a different price for each lot, such shareholder
must complete a separate Letter of Transmittal for each lot and price at which
he is tendering Shares. The same Shares cannot be tendered (unless properly
withdrawn previously in accordance with the terms of the Offer) at more than
one price. In order to tender Shares properly, a price box, but only one price
box, on each Letter of Transmittal must be checked.
In addition, Odd Lot Holders who tender all their Shares must complete the
box captioned "Odd Lots" in the Letter of Transmittal and, if applicable, on
the Notice of Guaranteed Delivery in order to qualify for the preferential
treatment available to Odd Lot Holders as set forth in Section 1. Shareholders
desiring to make a conditional tender of their Shares must complete the box
captioned "Conditional Tender" in the Letter of Transmittal and, if
applicable, on the Notice of Guaranteed Delivery.
Book-Entry Delivery. The Depositary will establish an account with respect
to the Shares at The Depository Trust Company and Philadelphia Depository
Trust Company (collectively referred to as the "Book-Entry Transfer
Facilities") for purposes of the Offer within two business days after the date
of this Offer to Purchase. Any financial institution that is a participant in
the system of any Book-Entry Transfer Facility may make delivery of Shares by
causing such Book-Entry Transfer Facility to transfer such Shares into the
Depositary's account in accordance with the procedures of such Book-Entry
Transfer Facility. However, although delivery of Shares may be effected
through book-entry transfer into the Depositary's account at a Book-Entry
Transfer Facility, a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantees and
any other required documents must, in any case, be received by the Depositary
at the address set forth on the back cover of this Offer to Purchase by the
Expiration Date, or the guaranteed delivery procedure described below must be
complied with by the tendering shareholder. Delivery of the Letter of
Transmittal and any other required documents to a Book-Entry Transfer Facility
does not constitute delivery to the Depositary.
Signature Guarantees. No signature guarantee is required on the Letter of
Transmittal if the Letter of Transmittal is signed by the registered holder of
the Shares exactly as the name of the registered holder appears on the
certificate (which term, for purposes of this Section 2, includes any
participant in a Book-Entry Transfer Facility whose name appears on a security
position listing as the owner of the Shares) tendered therewith, and payment
is to be made directly to such registered holder, or if Shares are tendered
for the account of 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, branch or agency in the
United States (each such
4
<PAGE>
entity, an "Eligible Institution"). In all other cases, all signatures on the
Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 1 of the Letter of Transmittal. If a certificate representing
Shares is registered in the name of a person other than the signer of a Letter
of Transmittal, or if payment is to be made or Shares not purchased or
tendered are to be issued to a person other than the registered owner, the
certificate must be endorsed or accompanied by an appropriate stock power, in
either case signed exactly as the name of the registered owner appears on the
certificate with the signature on the certificate or stock power guaranteed by
an Eligible Institution.
Method of Delivery. The method of delivery of Shares and all other required
documents is at the option and risk of the tendering shareholder. If
certificates for Shares are to be sent by mail, registered mail with return
receipt requested, properly insured, is recommended.
Backup Federal Income Tax Withholding. To prevent backup federal income tax
withholding equal to 31% of the gross payments made pursuant to the Offer,
each shareholder who does not otherwise establish an exemption from such
withholding must notify the Depositary of such shareholder's correct taxpayer
identification number (or certify that such taxpayer is awaiting a taxpayer
identification number) and provide certain other information by completing a
Substitute Form W-9 included in the Letter of Transmittal. Foreign
shareholders are required to submit Form W-8 in order to avoid backup
withholding.
Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to
the Offer and cannot deliver certificates for such Shares (or the procedures
for book-entry transfer cannot be completed on a timely basis) or time will
not permit all required documents to reach the Depositary by the Expiration
Date, such Shares may nevertheless be tendered if all of the following
conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery
substantial in the form provided by the Company (indicating the price at which
the Shares are being tendered) is received by the Depositary (as provided
below) by the Expiration Date; and
(iii) the certificates for such Shares (or a confirmation of a book-entry
transfer of such Shares into the Depositary's account at one of the Book-Entry
Transfer Facilities), together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) and any other documents required
by the Letter of Transmittal, are received by the Depositary within three
trading days after the date the Depositary receives such Notice of Guaranteed
Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, telex, facsimile transmission or mail to the Depositary and must
include a guarantee by an Eligible Institution in the form set forth in such
Notice.
Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the number of Shares
to be accepted, the price to be paid therefor, 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 Company, in its sole
discretion, which determination shall be final and binding on all parties. The
Company reserves the absolute right to reject any and all tenders of Shares
determined by it not to be in proper form or the acceptance for payment of or
payment for which may be unlawful. The Company also reserves the absolute
right to waive any of the conditions of the Offer or any defect or
irregularity in any tender of Shares. No tender of Shares will be deemed to be
properly made until all defects and irregularities have been cured or waived.
None of the Company, the Dealer Manager, the Information Agent, the Depositary
or any other person will be under any duty to give notification of any defect
or irregularity in tenders or incur any liability for failure to give any such
notice.
5
<PAGE>
Tender Constitutes an Agreement. The proper tender of Shares pursuant to any
one of the procedures described above will constitute a binding agreement
between the tendering shareholder and the Company upon the terms and subject
to the conditions of the Offer. It is a violation of Section 14(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule
14e-4 promulgated thereunder, for a person to tender Shares for the person's
own account unless the person so tendering owns such Shares. Section 10(b) and
Rule 10b-4 provide a similar restriction applicable to the tender or guarantee
of a tender on behalf of another person. The tender of Shares to the Company
pursuant to any of the procedures described herein will constitute a
representation by such shareholder that (i) such shareholder has a net long
position in Shares at least equal to the Shares being tendered, and (ii) the
tender of such Shares complies with Rule 14e-4.
3. WITHDRAWAL RIGHTS
Except as otherwise provided in this Section, tenders of Shares pursuant to
the Offer will be irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date and, unless theretofore
accepted for payment by the Company as provided in this Offer to Purchase, may
also be withdrawn after 12:00 Midnight, New York City time, on May 30, 1997,
or if not accepted for payment after the expiration of 40 business days after
the commencement of the Offer (June 26, 1997).
For a withdrawal to be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
its address 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 the name of
the registered holder, if different from that of the person who tendered such
Shares. If the certificates have been delivered or otherwise identified to the
Depositary, then, prior to the 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 by an Eligible Institution. If shares have been
tendered pursuant to the procedure for book-entry transfer set forth in
Section 2, the notice of withdrawal must specify the name and the number of
the account at the applicable Book- Entry Transfer Facility to be credited
with the withdrawn Shares and otherwise comply with the procedures of such
facility. All questions as to the form and validity (including time and
receipt) of notices of withdrawal will be determined by the Company, in its
sole discretion, which determination shall be final and binding. None of the
Company, the Dealer Manager, the Depositary, the Information Agent or any
other person shall be obligated to give any notice of any defects or
irregularities in any notice of withdrawal, and none of them shall incur any
liability for failure to give any such notice. Any Shares properly withdrawn
will thereafter be deemed not tendered for purposes of the Offer. However,
withdrawn Shares may be re-tendered prior to the Expiration Date by again
following any of the procedures described in Section 2.
If as a result of proration the number of Shares to be purchased from any
shareholder making a conditional tender is reduced below the minimum number
specified by such shareholder, such tender will automatically be regarded as
withdrawn.
If the Company extends the Offer, is delayed in its purchase of Shares or is
unable to purchase Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer, the Depositary may, subject
to applicable law, retain on behalf of the Company all tendered Shares, and
such Shares may not be withdrawn except to the extent tendering shareholders
are entitled to withdrawal rights as described in this Section 3, subject to
Rule 13e-4(f)(5) under the Exchange Act, which provides that the issuer making
the tender offer shall either pay the consideration offered, or return the
securities, promptly after the termination or withdrawal of the tender offer.
4. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES
Upon the terms and subject to the conditions of the Offer (including
proration), the Company will determine the Purchase Price (not in excess of
$26.50 nor less than $24.00 per Share) that it will pay for properly tendered
Shares, taking into account the number of Shares tendered and the prices
specified by tendering shareholders,
6
<PAGE>
and will accept for payment 114,500 Shares, or such lesser number of Shares,
as provided in Section 1, as are properly tendered and not withdrawn at or
below the Purchase Price, as soon as practicable after the Expiration Date.
For purposes of the Offer, the Company will be deemed to have accepted for
payment, subject to proration, Shares tendered at or below the Purchase Price
and not withdrawn if, as and when the Company gives oral or written notice to
the Depositary of its acceptance of such Shares for payment pursuant to the
Offer.
Payment for Shares accepted for payment pursuant to the Offer will be made
by depositing the aggregate Purchase Price for such Shares with the
Depositary, which will act as agent for the tendering shareholders for the
purpose of receiving payment from the Company and transmitting such payments
to tendering shareholders.
In the event of proration, the Company will determine the proration factor
and pay for those tendered Shares accepted for payment as soon as practicable
after the Expiration Date; however, the Company does not expect to be able to
announce the final results of any such proration until approximately five
trading days after the Expiration Date. Certificates for all Shares not
purchased, including all Shares tendered at prices in excess of the Purchase
Price and Shares not purchased due to proration or conditional tenders, will
be returned (or, in the case of Shares tendered by book-entry transfer, such
Shares will be credited to the account maintained within such Book-Entry
Transfer Facility by the participant therein who so delivered such Shares) as
soon as practicable after the Expiration Date or termination of the Offer
without expense to the tendering shareholder. Under no circumstances will
interest be paid by the Company by reason of any delay in paying for any
Shares or otherwise.
The Company will pay all stock transfer taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer. If, however, payment
of the Purchase Price is to be made to, or (in the circumstances permitted by
the Offer) if Shares not tendered or not accepted for purchase are to be
registered in the name of any person other than the registered owner, or if
tendered certificates are registered in the name of any person other than the
person signing the Letter of Transmittal, the amount of all stock transfer
taxes, if any (whether imposed on the registered owner or such other person),
payable on account of the transfer to such person will be deducted from the
Purchase Price unless evidence satisfactory to the Company of the payment of
such taxes or exemption therefrom is submitted. See Instruction 7 of the
Letter of Transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND
SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE
SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS
PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE
SECTION 2.
5. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment or purchase or pay for any Shares tendered and
may terminate or amend the Offer or may postpone the acceptance for payment
of, or the payment for, Shares tendered subject to Rule 13e-4(f) under the
Exchange Act, if at any time on or after April 30, 1997, but on or before the
Expiration Date, any of the following events shall have occurred (or shall
have been determined by the Company to have occurred) which, in the Company's
sole judgment in any such case and regardless of the circumstances (including
any action or omission to act by the Company), makes it inadvisable to proceed
with the Offer or with such acceptance for purchase or payment:
(a) There shall not have been properly tendered and not be withdrawn prior
to the Expiration Date a minimum of 100,000 Shares; or
(b) There shall have occurred (i) the commencement of a war, armed
hostilities or other international or national calamity directly or indirectly
involving the United States, (ii) any general suspension of trading in, or
limitation on prices for, securities on any national securities exchange or in
the over-the-counter market, (iii) the declaration of a banking moratorium or
any suspension of payments in respect of banks in the United States, (iv) any
limitation by any governmental, regulatory or administrative authority or
agency or any other event that, in the sole judgment of the Company, might
affect the extension of credit by banks or other lending institutions,
7
<PAGE>
(v) a decline in the last sales price of the Shares of more than 15% as
reported on NASDAQ measured from the close of business on April 30, 1997; (vi)
any change in the general political, market, economic or financial conditions
in the United States or abroad that has or may have material adverse
significance with respect to the Company's business, operations or prospects or
the trading in the Shares, or (vii) any decline in either the Dow Jones
Industrial Average or the Standard and Poor's Index of 500 Industrial Companies
of more than 15%, measured from the close of business on April 30, 1997; or
(c) There shall have been threatened, instituted or pending any action or
proceeding by any government or governmental authority or regulatory or
administrative agency, domestic or foreign, or by any other person, domestic or
foreign, before any court or governmental authority or regulatory or
administrative agency, domestic or foreign, (i) challenging or seeking to make
illegal, or delay or otherwise directly or indirectly restrain or prohibit the
making of the Offer, the acceptance for payment of or payment for some or all
of the Shares of the Company or otherwise directly or indirectly relating in
any manner to or affecting the Offer, or (ii) that otherwise, in the sole
judgment of the Company, has or may have a material adverse effect on the
business, financial condition, income, operations or prospects of the Company
or its subsidiaries taken as a whole or has or may materially impair the
contemplated benefits of the Offer to the Company; or
(d) There shall have been any action threatened, pending or taken or approval
withheld or any statute, rule, regulation, judgment or order or injunction
proposed, sought, enacted, enforced, promulgated, amended, issued or deemed
applicable to the Offer or the Company or any of its subsidiaries by any court,
government or governmental authority or regulatory or administrative agency,
domestic or foreign, that, in the sole judgment of the Company might, directly
or indirectly, result in any of the consequences referred to in clauses (i) or
(ii) of paragraph (b) above; or
(e) A tender or exchange offer for some or all of the Shares (other than the
Offer) or a proposal with respect to a merger, consolidation or other business
combination with or involving the Company or any subsidiary shall have been
proposed to be made or shall have been made by another person; or
(f) Any entity, person or "group" (as that term is used in Section 13(d)(3)
of the Exchange Act) shall have acquired or proposed to acquire beneficial
ownership of more than 5% of the outstanding Shares, or any new group shall
have been formed which beneficially owns more than 5% of the outstanding
Shares; or
(g) Any change or changes shall have occurred (or any development shall have
occurred involving any prospective change or changes) in the business, assets,
liabilities, condition (financial or otherwise), operations, results of
operations or prospects of the Company or its subsidiaries that, in the sole
judgment of the Company, have or may have material adverse significance with
respect to the Company or its subsidiaries.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company in its sole discretion regardless of the circumstances
(including any action or inaction by the Company) giving rise to any such
conditions, or may be waived by the Company, in its sole discretion, in whole
or in part at any time. The failure by the Company at any time to exercise its
rights under any of the foregoing conditions shall not be deemed a waiver of
any such right; the waiver of any such right with respect to particular facts
and other circumstances shall not be deemed a waiver with respect to any other
facts and circumstances; and each such right shall be deemed an ongoing right
which may be asserted at any time or from time to time. Any determination by
the company concerning the events described in this Section shall be final and
binding on all parties.
6. PRICE RANGE OF SHARES; DIVIDENDS
The Shares have been traded on the over-the-counter market, with transactions
reported on the NASDAQ Small-Cap Market System ("NASDAQ") since their issuance
in March 1996. The following table sets forth for the periods indicated the
high and low sale prices per Share on NASDAQ as compiled from published
financial sources.
8
<PAGE>
<TABLE>
<CAPTION>
PRICE RANGE
PER SHARE
------------- DIVIDENDS
HIGH LOW PER SHARE
------ ------ ---------
<S> <C> <C> <C>
FISCAL 1996:
First Quarter.......................................... $26.00 $25.00 $0.14
Second Quarter......................................... $26.25 $24.00 $0.47
Third Quarter.......................................... $26.00 $24.00 $0.47
Fourth Quarter......................................... $25.75 $24.25 $0.47
FISCAL 1997:
First Quarter.......................................... $25.25 $24.25 $0.47
Second Quarter (through April 29, 1997)................ $25.25 $24.25 $ N/A
</TABLE>
On April 29, 1997, the last full trading day prior to the announcement of
the Offer, the closing per Share sales price on NASDAQ was $24.875.
Dividends on the Shares are payable as and when declared by the Board of
Directors out of funds legally available therefor. Dividends accrue quarterly
on March 1, June 1, September 1 and December 1 of each year. The dividend rate
on the Shares is $0.47 per share per quarter. The amount of accrued but unpaid
dividends on the Shares as of April 30, 1997, was approximately $247,845 in
the aggregate, or approximately $0.31 per share.
If the Offer is consummated, the Company will pay to tendering shareholders
any accrued and unpaid dividends on the Shares accruing as June 1, 1997.
Holders of Shares who do not participate in the Offer will not receive future
quarterly dividends unless and until such dividends are declared by the Board
of Directors.
Holders of Shares tendered into and purchased pursuant to the Offer will not
be entitled to any dividends in respect of any later dividend periods (or any
portion thereof).
Pursuant to the Certificate of Designation, the Shares are not redeemable by
the Company until three years after their issuance, or March 15, 2000, after
which time the Shares may be redeemed by the Company for various prices, which
decline each year. The redemption prices vary from $26.125 for the twelve-
month period beginning on March 15, 2000, to $25.000 for the twelve-month
period beginning on March 15, 2006 and thereafter. In addition, in the event
of any voluntary or involuntary liquidation of the Company, the Shares are
entitled to receive out of the assets of the Company available, liquidating
distributions of $25.00, plus any accrued and unpaid dividends to but
excluding the date of liquidation, and prior to any distribution is made to
the holders of Company common stock or any other class of the Company's stock
which is junior to the Shares, The Offer is not intended to constitute, and
does not constitute, a redemption or liquidation, nor does the Company intend
to effect a redemption or liquidation by making the Offer.
SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
7. BACKGROUND AND PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
The Board of Directors of the Company has concluded that the purchase of
Shares pursuant to the Offer is a prudent use of the Company's financial
resources. The Offer provides shareholders who are considering the sale of all
or a portion of their Shares the opportunity to determine the price at which
they are willing to sell their Shares and, if any such Shares are purchased
pursuant to the Offer, to sell such Shares for cash at a price at or in excess
of current market prices at the date the Offer was announced without the usual
transaction costs associated with market sales. The Offer also allows
shareholders to sell a portion of their Shares while retaining a continuing
equity interest in the Company if they so desire. In addition, the
shareholders owning fewer than 100 Shares whose Shares are purchased pursuant
to the Offer not only will avoid the payment of brokerage
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<PAGE>
commissions but also will avoid any applicable odd-lot discounts payable on a
sale of their Shares. Shareholders who determine not to accept the Offer will
realize a proportionate increase in their equity interest in the Company if
any Shares are purchased pursuant to the Offer.
Over time, the Company's profitable operations have contributed to the
growth of a capital base that exceeds all applicable regulatory standards and
the amount of capital needed to support the Company's banking business. After
evaluating a variety of alternatives to utilize more effectively its capital
base and to attempt to maximize shareholder value, the Company's management
and its Board of Directors believe that the purchase of Shares pursuant to the
Offer is a positive action that is intended to accomplish the desired
objectives. Other actions previously employed, including periodic repurchases
of Shares and an increasing dividend payout ratio, have enhanced shareholder
value, but capital remains at high levels, and this affects the Company's
ability to produce desired returns for shareholders.
The Offer is designed to restructure the Company's balance sheet in order to
increase return on equity and earnings per share by reducing the amount of
equity and Shares outstanding. Based upon the current market price of its
Shares, the Company believes that purchase of the Shares is an attractive use
of its funds. Following the purchase of the Shares, the Company believes funds
provided by earnings combined with its other sources of liquidity will be
fully adequate to meet its funding needs for the foreseeable future. Upon
completion of the Offer, the Company expects that it and its wholly owned
subsidiary banks, Matewan National Bank, Matewan National Bank/Kentucky and
Matewan Bank, F.S.B., will continue to maintain the highest regulatory
standard for capital, which is designated as "well capitalized", under the
prompt corrective action scheme enacted by the Federal Deposit Insurance
Corporation Improvement Act of 1991.
Shareholders who do not tender their Shares pursuant to the Offer and
shareholders who otherwise retain an equity interest in the Company as a
result of a partial tender of Shares or a proration pursuant to Section 1 of
the
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<PAGE>
Offer will continue to be owners of the Company with the attendant risks and
rewards associated with owning the equity securities of the Company. As noted
above, the Company, following completion of the Offer, will maintain the
highest regulatory capital ranking. Consequently, the Company believes that
shareholders will not be subject to materially greater risk as a result of the
reduction of the capital base.
Shareholders who determine not to accept the Offer will realize a
proportionate increase in their relative equity interest in the Company and,
thus, in the Company's earnings and assets, subject to any risks resulting
from the Company's purchase of Shares and the Company's ability to issue
additional equity securities in the future. For shareholders who do not tender
or who otherwise maintain an equity interest in the Company, the trading price
of the Shares may increase as a result of the Offer. There is no assurance,
however, that the purchase of Shares will achieve its objectives or that the
Shares will trade at or above the price range being offered by the Company.
In addition, to the extent the purchase of Shares pursuant to the Offer
results in a reduction of the number of shareholders of record, the Company's
costs for services to shareholders may be reduced. Finally, the Offer may
affect the Company's ability to qualify for pooling-of-interests accounting
treatment for any merger transaction for approximately the next two (2) years.
Any Shares acquired by the Company pursuant to the Offer will become
treasury Shares; provided, that the Company reserves the right to cancel such
Shares if it later determines that such cancellation would be in the best
interest of the Company and its shareholders. Such Shares, whether held in
treasury or canceled, will be available for issuance by the Company without
further shareholder action (except as required by applicable law or the rules
of NASDAQ or any other exchange on which the Shares are listed) for general or
other corporate purposes, including stock splits or dividends, acquisitions,
the raising of additional capital for use in the Company's business and the
implementation of employee benefit plans. The Company has no current plans for
any such uses of such Shares.
As of April 29, 1997, the Company had issued and outstanding 799,500 Shares.
The 114,500 Shares that the Company is offering to purchase pursuant to the
Offer represent approximately 14.3% of the Shares then outstanding. As of
March 1, 1997, all executive officers and directors of the Company as a group
beneficially owned an aggregate of 30,812 Shares, or approximately 3.9% of the
outstanding Shares. If the Company purchases 114,500 Shares pursuant to the
Offer and no executive officer or director tenders Shares pursuant to the
Offer, the Company's executive officers and directors as a group would
beneficially own approximately 4.5% of the outstanding Shares.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL
OF SUCH SHAREHOLDERS' SHARES AND NEITHER HAS AUTHORIZED ANY PERSON TO MAKE ANY
SUCH RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL
INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND
MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES
TO TENDER AND AT WHAT PRICE OR PRICES.
The purchase of Shares pursuant to the Offer will reduce the number of
Shares that otherwise might trade publicly and may reduce the number of
shareholders. Nonetheless, it is anticipated that there still will be a
sufficient number of Shares outstanding and publicly traded following the
Offer to ensure a continued trading market in the Shares. Based upon published
guidelines, the Company does not believe that the purchase of Shares pursuant
to the Offer will cause the Company's remaining Shares to cease to be listed
on NASDAQ.
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<PAGE>
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its shareholders
and to the Securities and Exchange Commission (the "Commission") and comply
with the Commission's proxy rules in connection with meetings of the Company's
shareholders. The Company believes that the purchase of Shares pursuant to the
Offer will not result in the Shares becoming eligible for deregistration under
the Exchange Act.
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit on the collateral of the Shares. The Company believes that,
following the repurchase of Shares pursuant to the Offer, the Shares will
continue to be margin securities for purposes of the Federal Reserve Board's
margin regulations.
Although the Company has no current plans to acquire additional Shares, the
Company may in the future purchase additional Shares on the open market, in
private transactions, through tender offers or otherwise. Any such purchases
may be on the same terms or on terms which are more or less favorable to
shareholders than the terms of the Offer. However, Rule 13e-4 of the Exchange
Act prohibits the Company and its affiliates from purchasing any Shares, other
than pursuant to the Offer, until at least ten business days after the
Expiration Date or termination of the Offer. Any possible future purchases by
the Company will depend on many factors, including the market price of the
Shares, the Company's business and financial position, the results of the
Offer and general economic and market conditions.
8. SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases 114,500 Shares pursuant to the Offer at
a price not in excess of $26.50 nor less than $24.00 per Share, the cost to
the Company (excluding fees and expenses related to the Offer) is estimated to
be between $2,748,000 and $3,034,250. The Company expects to pay for the
Shares tendered as a result of the Offer from its current assets, including
cash and cash equivalents and marketable securities. As of December 31, 1996,
the Company had $59,000 in cash and $3,766,000 in Investment Securities
Available for Sale. The Company may sell its marketable securities to an
affiliate under an agreement to repurchase in order to fund the Offer. The
Company does not anticipate that additional funds from its subsidiaries will
be necessary to complete the Offer, but to the extent that additional funds
are required and any funds are necessary to continue the operations of the
Company, the source of funds would be dividends from the Company's banking
subsidiaries, Matewan National Bank ("Matewan"), Matewan National
Bank/Kentucky ("Kentucky"), or Matewan Bank, F.S.B. ("Thrift"). These
dividends are subject to the approval of each subsidiary's Board of Directors.
In addition, dividends in excess of approximately $840,000 for Matewan and
approximately $395,000 for Kentucky require prior approval of the Office of
the Comptroller of the Currency, and dividends in excess of approximately
$235,000 for Thrift require prior approval of the Office of Thrift
Supervision.
9. CERTAIN INFORMATION CONCERNING THE COMPANY
General. The Company is a corporation organized under the laws of the State
of Delaware, with its principal executive offices located at Second Avenue and
Vinson Street, Williamson, West Virginia.
The Company is a bank holding company incorporated in 1984. The Company owns
three subsidiary financial institutions: Matewan, Kentucky and the Thrift. The
Company considers its general market area to be southern West Virginia,
eastern Kentucky and western Virginia. More specifically, the Company has
identified as its core market the thirteen (13) county area comprised of
Mingo, Logan and Boone Counties in West Virginia, Pike, Floyd, Johnson, Martin
and Letcher Counties in Kentucky, and Tazewell, Wise, Russell and Washington
Counties in Virginia. As of December 31, 1996, the Company had consolidated
assets of approximately $627 Million and shareholders' equity of approximately
$67.5 Million.
Summary Historical Financial Information. The following table sets forth
certain summary consolidated historical financial information of the Company
and its subsidiaries. The historical financial information at and for the
fiscal years ended December 31, 1996, December 31, 1995, and December 31,
1994, has been
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<PAGE>
summarized from the Company's audited consolidated financial statements in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1996. The following summary historical financial information should be read in
conjunction with and is qualified in its entirety by reference to, such
audited consolidated financial statements and their related notes and other
financial information.
SUMMARY HISTORICAL FINANCIAL INFORMATION
(IN 000'S, EXCEPT FOR PER SHARE DATA)
<TABLE>
<CAPTION>
AT OR FOR THE FISCAL
YEAR ENDED DECEMBER 31,
----------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
INCOME STATEMENT DATA
Interest Income.................................. $ 46,384 $ 32,442 $ 28,524
Interest Expense................................. 18,869 12,644 10,543
Net Interest Income.............................. 27,515 19,798 17,981
Provision for Loan Losses........................ 2,945 1,908 1,643
Noninterest Income............................... 4,699 3,302 2,802
Noninterest Expense.............................. 19,100 12,989 11,259
Provision for Income Tax Expense................. 3,707 2,983 2,876
Preferred Stock Dividends........................ 1,236 -0- -0-
Net Income Available to Common Shareholders...... 5,226 5,220 5,005
Net Income Per Share Available to Common
Shareholders.................................... $ 1.43 $ 1.42 $ 1.36
Dividends Declared and Paid Per Share............ $ 0.44 $ 0.38 $ 0.31
BALANCE SHEET DATA
Assets........................................... $627,186 $401,034 $371,410
Earning Assets................................... 553,743 357,237 332,371
Investment Securities
Available For Sale.............................. 25,411 32,429 11,051
Held to Maturity................................ 122,569 73,299 98,930
Shareholders' Equity............................. 67,578 45,817 41,803
Book Value Per Common Share...................... $ 13.44 $ 12.49 $ 11.40
Average Shares Outstanding....................... 3,664 3,668 3,668
SELECTED FINANCIAL RATIOS
Return on Average Assets......................... 1.15% 1.38% 1.40%
Return on Average Equity......................... 10.37% 12.09% 12.39%
Average Equity to Average Assets................. 11.10% 11.40% 11.27%
Net Interest Margin.............................. 5.49% 5.78% 5.53%
Allowance for Loan Losses to Loans, Net of
Unearned Income................................. 1.59% 1.28% 1.35%
Nonperforming Assets to Total Assets............. 1.01% 0.78% 0.67%
Net Chargeoffs to Average Loans.................. 0.89% 0.84% 0.82%
</TABLE>
Pro Forma Financial Information. The following unaudited pro forma
consolidated financial information sets forth historical information as
adjusted to give affect to (i) the purchase of 114,500 Shares at $24.00 per
Share, and (ii) the purchase of 114,500 Shares at $26.50 per Share. The pro
forma adjustments assume that the purchases occurred for purposes of the
consolidated statements of income as of the first day of the period and for
purposes of the condensed consolidated balance sheet as of its date. See
"NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS."
The pro forma information does not purport to be indicative of the results
which may be obtained in the future or which would actually have been obtained
had the transactions occurred during the periods indicated. The pro forma
statements and accompanying notes should be read in conjunction with the
audited financial statements and related notes set forth in the Company's
Annual Report on Form 10-K for the year ended December, 31, 1996.
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<PAGE>
SELECTED PRO FORMA FINANCIAL INFORMATION
(IN 000'S, EXCEPT FOR PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
AT OR FOR THE
YEAR ENDED DECEMBER 31, 1996
-------------------------------
PRO FORMA
--------------------
114,500 114,500
SHARES AT SHARES AT
$24.00 $26.50
PURCHASE PURCHASE
HISTORICAL PRICE PRICE
---------- --------- ---------
<S> <C> <C> <C>
INCOME STATEMENT DATA
Net Interest Income............................. $ 27,515 $ 27,383 $ 27,369
Net Income Available to Common Shareholders..... 5,226 5,358 5,372
Net Income Per Share Available To Common
Shareholders................................... $ 1.43 $ 1.44 $ 1.44
Average Number Of Shares........................ 3,660 3,660 3,660
BALANCE SHEET DATA
Assets.......................................... $627,186 $624,438 $624,152
Shareholders' Equity............................ 67,578 64,830 64,544
Shares Outstanding.............................. 3,664 3,660 3,660
SELECTED FINANCIAL RATIOS
Return On Average Assets........................ 1.15% 1.13% 1.13%
Return On Average Equity........................ 10.37% 10.62% 10.65%
Average Equity To Average Assets................ 11.10% 10.66% 10.62%
</TABLE>
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
(1) The pro forma financial information reflects the purchase of 114,500
Shares at $24.00 and $26.50 per Share, as appropriate.
(2) The balance sheet data gives effect to the purchase of Shares as of the
balance sheet date. The income statement data gives effect to the purchase
of Shares as of the beginning of each period presented.
(3) The funds used to purchase Shares were considered to have been obtained
from sales of Investment Securities--Available for Sale, net of estimated
tax effects. The income statement does not reflect a savings by the
Company of state franchise tax as a result of reducing capital, expected
by the Company to be approximately $572 annually, commencing in the year
following such reduction of capital by the Company.
(4) The purchase of Shares was allocated to Convertible Preferred Stock at its
$1.00 per Share par value, and the remainder of the Purchase Price was
allocated to retained earnings.
(5) Costs incurred in connection with the Offer will be capitalized as part of
the cost of the Shares purchased, and consequently no effect of the costs
is reflected in the Pro Forma Financial Information.
Additional Information. The Company is subject to the information
requirement of the Exchange Act and in accordance therewith files periodic
reports, proxy statements and other information with the Commission relating
to its business, financial condition and other matters. The Company is
required to disclose in such proxy statements certain information, as of
particular dates, concerning the Company's directors and officers, their
compensation, stock options granted to them, the principal holders of the
Company's securities and any material interest of such persons in transactions
with the Company. The Company has also filed an Issuer Tender Offer Statement
on Schedule 13E-4 with the Commission. Such material and other information may
be inspected at the public reference facilities maintained by the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and also
should be available for inspection and copying at the following regional
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<PAGE>
offices of the Commission: Northeast Regional Office, 7 Trade Center, Suite
1300, New York, New York 10048, and Midwest Regional Office, Citicorp Center,
500 West Madison Street, Chicago, Illinois 60661. Copies of such material can
also be obtained by mail, upon payment of the Commission's customary charges,
by writing to the principal office at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549.
10. INTEREST OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE SHARES
Neither the Company, nor any subsidiary of the Company, nor, to the
Company's knowledge, any of the Company's or any of its subsidiaries'
executive officers or directors or associates of any of the foregoing, has
engaged in any transaction involving Shares during the period of forty (40)
business days prior to the date hereof.
Except as set forth in this Offer to Purchase, neither the Company, nor any
subsidiary of the Company, nor, to the Company's knowledge, any of its
executive officers or directors, or any of the executive officers or directors
of its subsidiaries, is a party to any contract, arrangement, understanding or
relationship relating, directly or indirectly, to the Offer with any other
person with respect to Shares. See Section 14. None of the Company or, to the
Company's knowledge, its executive officers or directors has current plans or
proposals which relate to or would result in any extraordinary corporate
transaction involving the Company, such as a merger, a reorganization, the
sale or transfer of a material amount of its assets or the assets of any of
its subsidiaries (although the Company from time to time may consider various
acquisition or divestiture opportunities), any change in its current Board of
Directors or management, any material change in its current dividend policy or
indebtedness or capitalization, any other material change in its business or
corporate structure, any material change in its Certificate of Incorporation
or Bylaws, or causing a class of its equity securities to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act,
or the suspension of the Company's obligation to file reports pursuant to
Section 15(d) of the Exchange Act, or any actions similar to any of the
foregoing.
11. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS
The Company is not aware of any license or regulatory permit that appears to
be material to the Company's business that might be adversely affected by the
Company's acquisition of Shares as contemplated herein or of any approval or
other action by any government or governmental administrative or regulatory
authority or agency, domestic or foreign, that would be required for the
acquisition or ownership of Shares by the Company as contemplated herein.
Should any such approval or other action be required, the Company presently
contemplates that such approval or other action will be sought. The Company is
unable to predict whether it may determine that it is required to delay the
acceptance for payment of, or payment for, Shares tendered pursuant to the
Offer pending the outcome of any such matter. There can be no assurance that
any such approval or other action, if needed, would be obtained or would be
obtained without substantial conditions or that the failure to obtain any such
approval or other action might not result in adverse consequences to the
Company's business. The Company's obligations under the Offer to accept for
payment and pay for Shares are subject to certain conditions. See Section 5.
12. CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The discussion below provides certain Federal income tax consequences of a
sale of Shares pursuant to the Offer by a United States person (a United
States citizen or resident alien, a domestic corporation, a domestic
partnership or a domestic trust or estate). Certain shareholders (including
insurance companies, tax-exempt organizations, financial institutions or
broker dealers, foreign shareholders and shareholders who have acquired their
Shares upon the exercise of options or otherwise as compensation) may be
subject to special rules not discussed below. This discussion does not reflect
any tax laws of any jurisdiction other than the Federal income tax laws of the
United States. Each shareholder should consult his own tax advisor as to the
particular tax consequences to him of a sale of Shares pursuant to the Offer,
including the applicability and effect of any state, local, foreign or other
tax laws.
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<PAGE>
The sale of Shares pursuant to the Offer will be a taxable transaction for
Federal income tax purposes. Under Section 302 of the Internal Revenue Code of
1986, as amended (the "Code"), a sale of Shares pursuant to the Offer will, as
a general rule, be treated as a "sale or exchange" if the sale of Shares (a)
is "substantially disproportionate" with respect to the shareholder, (b)
results in a "complete redemption" of all of the stock of the Corporation
owned by the shareholder, or (c) is "not essentially equivalent to a dividend"
with respect to the shareholder.
The sale of Shares will be "substantially disproportionate" if the
percentage of the outstanding Shares actually and constructively owned by the
shareholder satisfies the following three requirements:
1. After the sale, the shareholder owns less than 50% of the total combined
voting power of all classes of outstanding stock entitled to vote;
2. The shareholder's percentage of the total outstanding voting stock
immediately after the purchase is less than 80% of the shareholder's
percentage of the total outstanding voting stock immediately before the
purchase;
3. The shareholder's percentage of outstanding common stock (whether voting
or non-voting) immediately after the purchase is less than 80% of the
shareholder's percentage of outstanding common stock (whether voting or non-
voting) immediately before the purchase.
The sale of Shares will be deemed to result in a "complete redemption" if
either (a) all the Shares actually and constructively owned by the shareholder
are sold pursuant to the Offer, or (b) all the Shares actually owned by the
shareholder are sold pursuant to the Offer and the shareholder is eligible to
waive (and effectively waives) constructive ownership of any other Shares
under procedures described in Section 302 of the Code.
The sale of Shares may be "not essentially equivalent to a dividend" if the
sale results in "meaningful reduction" of the shareholder's proportionate
interest in the Company. Whether the sale will be considered as "not
essentially equivalent to a dividend" depends on the particular shareholder's
facts and circumstances. Any shareholder intending to rely upon the "not
essentially equivalent to a dividend" test should consult such shareholder's
own tax advisor as to its application in the shareholder's particular
situation.
In determining whether any of the above tests is satisfied, a shareholder
must take into account not only Shares which are actually owned by the
shareholder, but also Shares which are constructively owned by the shareholder
within the meaning of Section 318 of the Code.
Under Section 318 a shareholder is deemed to own Shares actually owned, and
in some cases constructively owned, by certain related individuals and
entities. A shareholder is also deemed to own Shares which the shareholder has
the right to acquire by exercise of an option or conversion or exchange of a
security. An individual shareholder is considered to own Shares owned directly
or indirectly by or for his spouse and his children, grandchildren and
parents. In addition, a shareholder is considered to own a proportionate
number of Shares owned by trust or estates in which the shareholder has a
beneficial interest, by partnerships in which the shareholder is a partner and
by corporations in which the shareholder owns directly or indirectly 50% or
more in value of the stock. Similarly, Shares directly or indirectly owned by
beneficiaries of estates or trusts, by partners or partnerships and, under
certain circumstances, by shareholders of corporations may be considered owned
by these entities.
If any of the above tests under Section 302 of the Code is satisfied, the
shareholder will recognize a gain (or loss) in the amount by which the
purchase price received by the shareholder pursuant to the Offer is greater
(or less) than the shareholder's tax basis in the Shares sold. Recognized gain
or loss will be capital gain or loss if the Shares are held as a capital
asset.
If none of the above tests under Section 302 is satisfied, the shareholder
may be treated as having received a dividend in the amount of the cash
received for the Shares sold pursuant to the Offer. In the case of a dividend,
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<PAGE>
the shareholder's tax basis in the Shares sold will not reduce the amount of
the dividend. The shareholder's tax basis in the Shares purchase pursuant to
the Offer, however, will be added to such shareholder's tax basis in the
remaining Shares that he or she owns if the purchase is treated as a dividend.
Proration of the Offer, pursuant to which fewer than all of the Shares
tendered may be purchased by the Company, could adversely affect a
shareholder's ability to satisfy the above tests under Section 302 of the
Code. An increase in the number of Shares purchased by the Company could also
adversely affect a shareholder's ability to satisfy these tests. As described
above, the Company may increase the total number of Shares accepted by up to
2% of the outstanding Shares without prior notice and without extending the
tender period. See Section 1 for information regarding proration and
conditional tenders and Section 3 for information concerning withdrawals.
Shareholders are urged to consult their tax advisors with respect to the
effects of proration or an increase in the number of Shares purchased by the
Company and with respect to the advisability of making a conditional tender or
a withdrawal of Shares.
A shareholder will be considered as having received a payment for Shares
tendered pursuant to the Offer at the time a payment is received by the
Depositary as agent for the shareholder.
In general, any income which is treated as a dividend received by a domestic
corporation pursuant to the rules described above will be eligible for certain
percentage dividends-received deductions under Section 243 of the Code,
subject to applicable limitations, including those relating to "debt-financed
portfolio stock" under Section 246A of the Code and the certain holding period
requirements of Section 246 of the Code. Any amount treated as a dividend to a
corporate shareholder may constitute an "extraordinary dividend" subject to
the provisions of Section 1059 of the Code. Under Section 1059, a corporate
shareholder must reduce the tax basis of its stock (but not below zero) by the
portion of any "extraordinary dividend" which is deducted under the dividends-
received deduction and, if such portion exceeds the shareholder's tax basis
for the stock, must treat any such excess as additional gain on the subsequent
sale or other disposition of such shares. Except as may otherwise be provided
in regulations in the case of any redemption of stock which is not pro rata as
to all shareholders, any amount treated as a dividend under the rules of
Section 302 is treated as an extraordinary dividend regardless of the
shareholder's holding period or the amount of the dividend. Corporate
shareholders should consult their own tax advisors particularly as to the
application of Section 1059 to the Offer.
If enacted into law as proposed, certain pending legislation would apply to
corporate shareholders whose receipt of cash for Shares pursuant to the Offer
is treated as a dividend. Under such legislation, (i) any excess of the
portion of an extraordinary dividend not otherwise taxed because of the
dividends-received deduction over the shareholder's tax basis in its remaining
Shares generally would be taxable currently as gain on the sale of Shares and
(ii) if a redemption of Shares from a corporate shareholder pursuant to the
Offer is treated as a dividend as a result of the shareholder's constructive
ownership of other Shares that it has an option or other right to acquire, the
portion of the extraordinary dividend not otherwise taxed because of the
dividends-received deduction would reduce the shareholder's basis only in its
Shares sold pursuant to the Offer, and any excess of such non-taxed portion
over such basis would be currently taxable as gain on the sale of such Shares.
In addition, under proposed legislation that generally would be effective 30
days after enactment, (i) the percentage of dividends potentially qualifying
for the dividends-received deduction would be reduced to 50%, and (ii) the
holding-period requirements for the dividends-received deduction would be more
difficult to satisfy. Corporate shareholders should consult their tax advisors
as to the availability of the dividends-received deduction, the application of
Section 1059 of the Code, and the potential impact of the proposed
legislation.
The Depositary will be required to withhold 31% of the gross proceeds paid
to a shareholder or other payee pursuant to the Offer unless either (a) the
shareholder provides the shareholder's taxpayer identification number and
certifies under penalties of perjury that such number is correct; (b) a
shareholder certifies that he is awaiting a taxpayer identification number; or
(c) an exception applies under applicable law and regulations. Therefore,
unless such an exception exists and is proved in a manner satisfactory to the
Company and the Depositary, each tendering shareholder should complete and
sign the Substitute Form W-9 included in the Letter of Transmittal, so as to
provide the information and certification necessary to avoid backup
withholding.
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<PAGE>
13. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS
The Company expressly reserves the right, at any time or from time to time
before the Expiration Date, to extend the period of time during which the
Offer is open by giving oral or written notice of such extension to the
Depositary. There can be no assurance that the Company will exercise its right
to extend the Offer. During any such extension, all Shares previously tendered
and not accepted for payment or withdrawn will remain subject to the Offer and
may be accepted for payment by the Company.
The Company also expressly reserves the right, in its sole discretion, (i)
to delay payment for any Shares not theretofore paid for, or to terminate the
Offer and not to accept for payment or pay for any Shares not theretofore
accepted for payment upon the occurrence of any of the conditions specified in
Section 5, or (ii) at any time or from time to time to amend the Offer in any
respect, including increasing or decreasing the number of Shares the Company
may purchase pursuant to the Offer.
Any such extension, delay, termination or amendment will be followed as
promptly as practicable by a public announcement thereof. Without limiting the
manner in which the Company may choose to make any public announcement, except
as provided by applicable law (including Rule 13e-4(e)(2) of the Exchange
Act), the Company shall have no obligation to publish, advertise or otherwise
communication any such public announcement other than by making a release to
the Dow Jones News Service.
If the Company makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules 13e-
4(d)(2) and 13e-4(e)(2) under the Exchange Act, which require that the minimum
period during which an Offer must remain open following material changes in
the terms of the Offer or information concerning 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 relative materiality of such
terms or information. The Company confirms that its reservation of the right
to delay payment for Shares which it has accepted for payment is limited by
Rule 13e-4(f)(5) under the Exchange Act, which requires that an issuer pay the
consideration offered or return the tendered securities promptly after the
termination or withdrawal of a tender Offer. If (i) the Company increases or
decreases the price to be paid for Shares, or the Company increases the number
of Shares being sought and such increase in the number of Shares being sought
exceeds 2% of the outstanding Shares or the Company decreases the number of
Shares being sought, and (ii) the Offer is scheduled to expire at any time
earlier than the expiration of a period ending on the tenth business day from,
and including, the date that notice of such increase or decrease is first
published, sent or given, the Offer will be extended until the expiration of
such period of ten business days.
14. FEES AND EXPENSES
Wheat First Butcher Singer ("Wheat First") has been retained by the Company
to act as Dealer Manager in connection with the Offer. Wheat First will
receive a fee for its services as Dealer Manager of $0.10 for each Share
purchased pursuant to the Offer with a minimum of $5,000. The Company has also
agreed to reimburse Wheat First for certain reasonable out-of-pocket expenses
incurred in connection with the Offer, including fees and disbursements of
counsel, and to indemnify Wheat First against certain liabilities, including
certain liabilities under the Federal securities laws. In addition to its
services provided in connection with this Offer, Wheat First may perform
certain advisory services for the Company on an ongoing basis for a fee.
The Company has retained D.F. King & Co., Inc., to act as Information Agent,
and Harris Trust Company of New York, to act as Depositary, in connection with
the Offer. The Information Agent may contact holders of Shares by mail,
telephone, telex, telegraph and personal interviews and may request brokers,
dealers and other nominee shareholders to forward materials relating to the
Offer to beneficial owners. Neither the Information Agent nor the Depositary
will make solicitations or recommendations in connection with the Offer. The
Information Agent and the Depositary will each receive reasonable and
customary compensation for their respective services, will be reimbursed for
certain reasonable out-of-pocket expenses and will be indemnified
18
<PAGE>
against certain liabilities and expenses in connection with the Offer,
including certain liabilities under the Federal securities laws.
The Company will not pay any fees or commissions to any broker or dealer or
any other person (other than the Dealer Manager, the Information Agent or the
Depositary) for soliciting tenders of Shares pursuant to the Offer. Brokers,
dealers, commercial banks and trust companies will, upon request, be
reimbursed by the Company for reasonable and necessary costs and expenses
incurred by them in forwarding materials to their customers.
15. MISCELLANEOUS
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares 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. However, the Company may, in its discretion, take such
action as it may deem necessary, to make the Offer in any such jurisdiction
and extend the Offer to holders of Shares in such jurisdiction. In any
jurisdiction the securities or blue sky laws of which require the Offer to be
made by a licensed broker or dealer, the Offer is being made on the Company's
behalf by the Dealer Manager or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Pursuant to Rule 13e-4 of the General Rules and Regulations under the
Exchange Act, the Company has filed with the Commission an Issuer Tender Offer
Statement on Schedule 13E-4 which contains additional information with respect
to the Offer. Such Schedule 13E-4, including the exhibits and any amendments
thereto, may be examined, and copies may be obtained, at the same places and
in the same manner as is set forth in Section 9 with respect to information
concerning the Company
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE COMPANY OR THE DEALER MANAGER IN CONNECTION
WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE
RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE DEALER MANAGER.
Matewan BancShares, Inc.
April 30, 1997
19
<PAGE>
GLOSSARY
Book-Entry Transfer The Depository Trust Company, 55 Water Street,
Facilities. New York, New York 10041, and Philadelphia
Depository Trust Company, 2000 Market Street,
Philadelphia, Pennsylvania 19103, collectively.
Code. The Internal Revenue Code of 1986, as amended.
Commission. The Securities and Exchange Commission.
Company. Matewan BancShares, Inc., Second Avenue and
Vinson Street, P. O. Box 100, Williamson, West
Virginia 25661.
Dealer Manager. Wheat First Butcher Singer, Riverfront Plaza, 901
East Byrd Street, Richmond, Virginia 23219. The
Dealer Manager is available to answer questions
regarding the Offer and the procedure for
tendering Shares. You may call the Dealer Manager
at (800) 999-4328 or (804) 649-2311 (Collect).
Depositary. Harris Trust Company of New York, 77 Water
Street, 4th Floor, New York, New York 10005. The
Depositary is available to answer questions
regarding the Offer and the procedure for
tendering Shares. You may call the Depositary at
(800) 245-7630 or (212) 701-7624.
Eligible Institution. Any member firm of a registered national
securities exchange, member of the National
Association of Securities Dealers, Inc., a
commercial bank, a trust company, a savings bank,
a savings and loan association, or a credit union
with membership in an approved signature
guarantee program, having an office, branch or
agency in the United States.
Exchange Act. The Securities Exchange Act of 1934, as amended.
Expiration Date. The time and date at which the Offer shall
expire, which shall be 5:00 P.M., New York City
time, on May 30, 1997, unless extended by the
Company.
Foreign Shareholder. A shareholder that is not (i) a citizen or
resident of the United States, (ii) a
corporation, partnership or other entity created
or organized in or under the laws of the United
States, any state or any political subdivision
thereof, or (iii) any estate or trust, the income
of which is subject to United States federal
income taxation regardless of the source of such
income.
Information Agent. D.F. King & Co., Inc., 77 Water Street, 20th
Floor, New York, New York 10005. The Information
Agent is available to answer questions regarding
the Offer and the procedure for tendering Shares.
You may call the Information Agent at (800) 290-
6427 (Toll-Free) or (212) 269-5550 (Collect).
Kentucky. Matewan National Bank/Kentucky, 334 Main Street,
Pikeville, Kentucky 41501.
Matewan.
Matewan National Bank, Second Avenue and Vinson
Street, Williamson, West Virginia 25661.
G-1
<PAGE>
OCC. The Office of the Comptroller of the Currency.
Odd Lots. All Shares properly tendered prior to the
Expiration Date at prices at or below the
Purchase Price and not withdrawn by any Odd Lot
Holder.
Odd Lot Holder. Any person who owned, beneficially or of record,
as of the close of business on April 29, 1997, an
aggregate of fewer than 100 Shares (and so
certifies in the appropriate place on the Letter
of Transmittal and, if necessary, on the Notice
of Guaranteed Delivery).
Offer. The Company's Offer to Purchase for cash 114,500
Shares of its Convertible Preferred Stock at a
Purchase Price not in excess of $26.50 nor less
than $24.00 per Share, together with the related
Letter of Transmittal.
OTS. Office of Thrift Supervision.
Purchase Price. The single per Share price, not in excess of
$26.50 nor less than $24.00 per Share, that the
Company will pay for Shares properly tendered
pursuant to the Offer, taking into account the
number of Shares so tendered and the prices
specified by tendering shareholders. The Company
will select the lowest Purchase Price that will
allow it to buy 114,500 Shares, or such shares as
are properly tendered at prices not in excess of
$26.50 nor less than $24.00 per Share.
Shares. Shares of Matewan BancShares, Inc. Convertible
Preferred Stock, Series A, 7.5%, par value $1.00
per Share.
Thrift. Matewan Bank, F.S.B., 1086 North Mayo Trail,
Pikeville, Kentucky 41501.
LIST OF CERTAIN FORMS
Letter of Transmittal. The blue form which accompanies this Offer to
Purchase. Shareholders wishing to tender Shares
must complete, sign and return the Letter of
Transmittal (and Share certificates, if
applicable) to the Depositary by the Expiration
Date.
Notice of Guaranteed The form for use if you desire to tender Shares,
Delivery. but cannot deliver your Share certificates to the
Depositary (or complete procedures for book-entry
transfer) prior to the Expiration Date. Note that
this document does require a signature guarantee
by an Eligible Institution (such as your broker).
Transmittal Form. The yellow form for use if you wish to tender
Shares held in "street" name by your broker. For
such Shares, you must use the broker instruction
letter, not the Letter of Transmittal.
G-2
<PAGE>
Facsimile copies of the Letter of Transmittal will be accepted. The Letter of
Transmittal and certificates for Shares and any other required documents
should be sent or delivered by each tendering shareholder of the Company or
his broker, dealer, commercial bank, trust company or other nominee to the
Depositary at one of its addresses set forth below:
The Depositary is:
Harris Trust Company of New York
By Mail Delivery: By Overnight Courier: 77
Wall Street Station Water Street, 4th Floor New
P. O. Box 1023 York, NY 10005
New York, NY
10268-1023
By Hand Delivery: By Facsimile (for Eligible
77 Water Street, 5th Floor Institutions Receive Window Only):
New York, NY 10005 (212) 701-7636 or
(212) 701-7637
For Information Call:
(800) 245-7630
or
(212) 701-7624
Any questions or requests for assistance or additional copies of the Offer to
Purchase and the Letter of Transmittal may be directed to the Dealer Manager
or the Information Agent at their respective addresses and telephone numbers
set forth below. Shareholders may also contact their broker, dealer,
commercial bank or trust company for assistance concerning the Offer.
The Information Agent is:
D.F. King & Co., Inc. 77 Water Street, 20th Floor New York, New York 10005
(212) 269-5500 (Call Collect)
or
Call Toll-Free (800) 290-6427
The Dealer Manager is:
Wheat First Butcher Singer Riverfront Plaza 901 East Byrd Street Richmond,
Virginia 23219 (804) 649-2311 (Call Collect)
or
Call Toll-Free (800) 999-4328
<PAGE>
EXHIBIT 99(A)(II)
/CONTACT: Dan R. Moore, Chairman of the Board,
President and Chief Executive Officer,
Matewan BancShares, Inc., (304) 235-1544/
MATEWAN BANCSHARES, INC. OFFERS TO PURCHASE 100,000 TO
114,500 SHARES OF ITS CONVERTIBLE PREFERRED STOCK, SERIES A, 7.5%
WILLIAMSON, WV April 30, 1997--Matewan BancShares, Inc., today announced
plans for a "Dutch Auction" tender offer for 114,500 shares of its Convertible
Preferred Stock, Series A, 7.5%, (NASDAQ Small-Cap Market System: MATEP),
representing approximately 12.5 to 14.3 percent of its current outstanding
preferred shares. Under terms of the offer, the Company will invite
shareholders to tender their shares at prices specified by the tendering
shareholders within a range of $24.00 to $26.50 per share.
The Matewan tender offer will expire at 5:00 p.m., Eastern Standard Time, on
Friday, May 30, 1997, unless extended by the Company. Based upon the number of
shares tendered and the prices specified by the tendering shareholders,
Matewan will select a single per-share purchase price within the $24.00 to
$26.50 price range that will enable it to purchase 114,500 shares which have
been tendered at or below the selected price. Matewan's offer is conditioned
on a minimum purchase of 100,000 shares being tendered; however, it reserves
the right to purchase a lesser number of properly tendered shares. If the
offer is over-subscribed, shares will be purchased first from shareholders
owning fewer than 100 shares and tendering all of such shares and then from
all other shares tendered on a pro rata basis. The Company reserves the right
to buy more than 114,500 shares, but has no current intention to do so.
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 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 Small-Cap Market
System under the symbol MATEP.
SOURCE:Matewan BancShares, Inc. 4/30/97
<PAGE>
EXHIBIT 99(A)(III)
MATEWAN BANCSHARES, INC.
APRIL 30, 1997
DEAR SHAREHOLDER:
Matewan BancShares, Inc. (the "Company"), is offering to purchase 114,500
shares of its Convertible Preferred Stock, Series A, 7.5% (the "Shares") from
its shareholders at a price not in excess of $26.50 nor less than $24.00 per
Share (the "Offer"). The Offer represents approximately 14.3% of the
outstanding Shares. The Offer and withdrawal rights will expire at 5:00 P.M.,
New York City time, on Friday, May 30, 1997, unless the Offer is extended.
The Board of Directors has concluded that the purchase of Shares pursuant to
the Offer is a prudent use of the Company's financial resources. The Offer
provides shareholders who are considering the sale of all or a portion of
their Shares the opportunity to determine the price at which they are willing
to sell their Shares and, if any such Shares are purchased pursuant to the
Offer, to sell such Shares for cash at a price equal to or in excess of
current market prices at the date the Offer was announced without the usual
transaction costs associated with market sales.
The Company is conducting the Offer through a procedure commonly referred to
as a "Modified Dutch Auction," which allows you to select the price--within
the range of $24.00 to $26.50 per Share--at which you are willing to sell your
Shares to the Company. The Company will select a single purchase price that
will allow it to purchase 114,500 Shares (or such lesser number of Shares as
are properly tendered) and that same price will be paid for all Shares
purchased in the Offer. The Offer is conditional on a minimum of 100,000
Shares being tendered; however, the Company reserves this right to purchase a
lesser number of properly tendered Shares.
All Shares properly tendered at or below the purchase price so selected will
be purchased at such purchase price in cash, subject to the terms and
conditions of the Offer, including proration in the event more Shares are
tendered at or below such purchase price than will be purchased by the
Company. In the event of proration, the Company will accept all Shares
properly tendered at or below the purchase price by any shareholder who
beneficially held, as of the close of business on April 29, 1997, fewer than
100 Shares and tenders all Shares owned. All Shares not purchased pursuant to
the Offer, including Shares tendered at prices in excess of the purchase price
and Shares not purchased because of proration or conditional tenders, will be
returned at the Company's expense.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. THE
COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY
INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. EACH SHAREHOLDER MUST MAKE
HIS OR HER OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES
TO TENDER AND AT WHAT PRICE.
The Offer is explained in greater detail in the enclosed Offer to Purchaser
and Letter of Transmittal. I encourage you to read these documents carefully
before making any decision with respect to the Offer. If you have any
questions or requests for assistance or for additional copies of the Offer to
Purchase and the Letter of Transmittal, you may call the Information Agent for
the Offer, D.F. King & Co., Inc., (800) 290-6427 (toll-free) or (212) 269-5550
(call collect).
Very truly yours,
/s/ Dan R. Moore
Dan R. Moore
Chairman of the Board,
President and Chief Executive
Officer
<PAGE>
EXHIBIT 99 (A)(IV)
Wheat First Butcher Singer
Riverfront Plaza
901 East Byrd Street
Richmond, Virginia 23219
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by Matewan BancShares, Inc., a Delaware corporation
(the "Company"), to act as Dealer Manager in connection with its offer to
purchase for cash 114,500 shares of its Convertible Preferred Stock, Series A,
7.5% (the "Shares"), at a price not in excess of $26.50 nor less than $24.00
per Share, specified by the tendering shareholders, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated April 30, 1997, and
in the related Letter of Transmittal (which together constitute the "Offer"),
and we are enclosing herewith the material listed below relating to the Offer.
THE OFFER IS CONDITIONED UPON A MINIMUM OF 100,000 SHARES BEING PROPERLY
TENDERED AND NOT WITHDRAWN; HOWEVER, THE COMPANY RESERVES THE RIGHT BUT WILL
NOT BE OBLIGATED TO PURCHASE A LESSER NUMBER OF SHARES IF THE MINIMUM NUMBER
OF SHARES ARE NOT PROPERLY TENDERED.
Shareholders are invited to tender Shares at prices (not in excess of $26.50
nor less than $24.00 per Share), specified by such shareholders, upon the
terms and subject to the conditions of the Offer. The Company will determine a
single per Share price (not in excess of $26.50 nor less than $24.00 per
Share) that it will pay for the Shares properly tendered pursuant to the Offer
(the "Purchase Price"), taking into account the number of Shares so tendered
and the prices specified by tendering shareholders. The Company will select
the Purchase Price which will allow it to buy 114,500 Shares (or such lesser
number of Shares as are properly tendered at prices not greater than $26.50
nor less than $24.00 per Share) pursuant to the Offer. All Shares properly
tendered at prices at or below the Purchase Price and not withdrawn will be
purchased at the Purchase Price, net to the seller in cash, upon the terms and
subject to the conditions of the Offer, including the proration terms thereof.
The Company will return all other Shares, including Shares tendered at prices
greater than the Purchase Price and Shares not purchased because of proration
or conditional tenders. In the event of proration, the Company will accept all
Shares properly tendered at or below the Purchase Price by any shareholder who
beneficially held, as of the close of business on April 29, 1997, fewer than
100 Shares and tenders all Shares owned. See Section 1 of the Offer to
Purchase.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee). Please bring the
Offer to their attention as promptly as possible. In connection with the
Offer, enclosed for your information and for forwarding to your clients for
whom you hold Shares registered in your name or in the name of your nominee,
are copies of the following documents:
1. Offer to Purchase, dated April 30, 1997;
2. Letter of Transmittal for your use and for the information of your
clients (together with accompanying Substitute Form W-9 Guidelines);
3. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or if the
procedure for book-entry transfer cannot be completed on a timely basis;
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; and
<PAGE>
5. Letter dated April 30, 1997, from Dan R. Moore, Chairman of the Board,
President and Chief Executive Officer of the Company, to the Company's
shareholders.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE
THE OFFER PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON FRIDAY, MAY 30, 1997, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers or any other
persons for soliciting tenders of Shares pursuant to the Offer. The Company
will, however, upon request, reimburse you for customary mailing and handling
expenses incurred by you in forwarding any of the enclosed material to the
beneficial owners of Shares held by you as a nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock transfer taxes,
if any, on its purchase of Shares, except as otherwise provided in Instruction
7 of the Letter of Transmittal.
Any questions or requests for assistance or additional copies of the Offer
to Purchase and the Letter
of Transmittal may be directed to the Dealer Manager, Wheat First Butcher
Singer, telephone (800) 999-4328 (toll-free) or (804) 649-2311 (call collect),
or to the Information Agent, D.F. King & Co., Inc., telephone (800) 290-6427
(toll-free) or (212) 269-5550 (call collect).
Very truly yours,
Wheat First Butcher Singer
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR
DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN.
2
<PAGE>
EXHIBIT 99(A)(V)
M E M O R A N D U M (PLEASE CIRCULATE)
TO: ALL STAFF
FROM: DAN R. MOORE
DATE: APRIL 30, 1997
RE: TENDER OFFER FOR MATEWAN'S CONVERTIBLE PREFERRED STOCK
CONTACT: LEE M. ELLIS--(304) 235-1544
- -------------------------------------------------------------------------------
The Board of Directors of Matewan BancShares, Inc., has approved the
purchase of 114,500 shares of our preferred stock by means of what is termed a
"Modified Dutch Auction Tender." It is more fully described in the attached
news release. We have made every effort to communicate this action to
shareholders as quickly as possible. Below you will find the answers to some
questions that are likely to arise from our public announcement. We will
provide other information as conditions warrant.
QUESTION: WHY IS MATEWAN OFFERING TO REPURCHASE ITS STOCK?
ANSWER: Over time, Matewan's profitable operations have contributed to the
growth of a capital base that exceeds all applicable regulatory
standards and the amount of capital needed to support our banking
business. After evaluating a variety of alternatives to utilize more
effectively our capital base and to attempt to maximize shareholder
value, Matewan's management and its Board of Directors believe that
the purchase of shares pursuant to the offer is a positive action that
is intended to improve returns to our shareholders. Our financial
projections indicate that the purchase of shares should ultimately
increase earnings per share and return on shareholders' equity.
QUESTION: HOW SHOULD I RESPOND TO QUESTIONS?
ANSWER: Matewan has hired a special Information Agent to handle all questions.
The Information Agent is D.F. King & Co., Inc., and their toll-free
telephone number is (800) 290-6427. Because Matewan is the purchaser
of the shares, and because securities laws are involved, it is highly
important that all questions be referred to the Information Agent. No
member of Matewan's staff is allowed or authorized to answer any
questions or give any advice regarding the tender offer. We are aware
that many shareholders are customers of the Bank and have ties or
relationships with staff members. You should handle these situations
as diplomatically as possible, but in any event, all questions must be
referred to the Information Agent.
QUESTION: WHAT DO I SAY IF A SHAREHOLDER ASKS, "SHOULD I SELL (TENDER) MY
STOCK?"
ANSWER: Members of the Matewan staff must not give any investment advice to
shareholders. The shareholder must make his or her own investment
decision. You should not express an opinion as to whether you think
the tender offer is a "good deal" or a "bad deal." Neither the Company
nor its Board of Directors makes any recommendation to any shareholder
as whether to tender or refrain from tendering shares. While the
shareholder may call the Information Agent or the Dealer Manager
(Wheat First Butcher Singer), they will not receive investment advice
from either organization.
<PAGE>
QUESTION: WHAT DO I DO IF SOMEONE BRINGS A LETTER OF TRANSMITTAL TO ME OR MY
OFFICE?
ANSWER: Because tenders must be received by Harris Trust Company of New York
within a limited amount of time, we cannot take the responsibility for
having any shareholder's tender delivered. Shareholders must send
tenders directly to Harris Trust Company of New York at the address
provided in the tender offer documents. That address is:
By Mail Delivery: By Overnight Courier:
Wall Street Station 77 Water Street, 4th Floor
P. O. Box 1023 New York, NY 10005
New York, NY 10268-1023
QUESTION: MAY EMPLOYEES OF MATEWAN TENDER SHARES IN THE OFFER?
ANSWER: Yes. Employees who own shares of Matewan's preferred stock, except
executive officers, are eligible to tender their shares. You will
receive a complete copy of the same documents that are being provided
to other shareholders.
2
<PAGE>
EXHIBIT 99(A)(VI)
QUESTIONS AND ANSWERS ABOUT THE OFFER OF
MATEWAN BANCSHARES, INC.
TO PURCHASE FOR CASH UP TO 114,500 SHARES OF
CONVERTIBLE PREFERRED STOCK, SERIES A, 7.5%,
AT A PURCHASE PRICE OF $24.00 TO $26.25 PER SHARE
April 30, 1997
QUESTIONS AND ANSWERS ABOUT THE OFFER OF MATEWAN BANCSHARES, INC. TO PURCHASE
ITS PREFERRED STOCK
The following information is designed to answer frequently asked questions
about the offer by Matewan BancShares, Inc. to purchase shares of its
preferred stock. Shareholders are referred to the Offer to Purchase and Letter
of Transmittal for a detailed description of the terms and conditions of the
offer.
Q. WHAT IS THIS OFFER TO PURCHASE?
A. Matewan BancShares, Inc. ("Matewan" or the "Company") is inviting its
shareholders to tender shares of its Convertible Preferred Stock, Series
A, 7.5%, $1.00 par value per share (the "Shares"), at a price not in
excess of $26.50 nor less than $24.00 per Share in cash, as specified by
shareholders tendering their Shares, upon the terms and subject to the
conditions set forth in its Offer to Purchase, dated April 30, 1997, and
in the enclosed Letter of Transmittal (which together constitute the
"Offer"). The Company will determine the single per Share price, not in
excess of $26.50 nor less than $24.00 per Share, net to the seller in
cash (the "Purchase Price"), that it will pay for Shares properly
tendered pursuant to the Offer, taking into account the number of Shares
so tendered and the prices specified by tendering shareholders. The
Company will select the lowest Purchase Price that will allow it to buy
114,500 Shares (or such lesser number of Shares as are properly tendered
at prices not in excess of $26.50 nor less than $24.00 per Share). This
type of issuer tender offer is commonly referred to as a "Modified Dutch
Auction."
<PAGE>
Q. WHAT IS A "MODIFIED DUTCH AUCTION?"
A. A "Modified Dutch Auction" is a process whereby a company makes a direct
tender offer to its own shareholders to purchase a specified number of
shares of its stock within a specified price range per share, and pays
the highest price at which it accepts shares to all shareholders whose
shares are accepted. In this case, Matewan is making a direct offer to
all of its shareholders to purchase in the aggregate 114,500 Shares of
its preferred stock at a price not in excess of $26.50 nor less than
$24.00 per Share. This process allows each shareholder to elect whether
to sell stock, and the price the shareholder is willing to sell at
within the given price range. After receiving tenders of Shares, at the
termination of the Offer, the Company will choose the lowest price
within the specified range that will permit it to purchase the amount of
securities sought and this price will become the Purchase Price.
Q. WHAT WILL BE THE FINAL PURCHASE PRICE?
A. All Shares acquired in the Offer will be acquired at the Purchase Price.
The Company will select the lowest Purchase Price that will allow it to
buy 114,500 Shares. All shareholders tendering at or below the Purchase
Price will receive the same amount. For example, if 75,000 Shares are
tendered at $24.00 per Share, 75,000 Shares are tendered at $25.00 per
Share, and 75,000 Shares are tendered at $26.00 per Share, 114,500
Shares will be purchased at $25.00 per Share from the persons who
tendered at $24.00 and $25.00, and the 75,000 Shares tendered at $26.00
per Share will be returned and not purchased.
Q. WHAT WILL HAPPEN IF MORE THAN 114,500 SHARES ARE TENDERED AT OR BELOW
THE PURCHASE PRICE?
A. In the event more than 114,500 Shares are tendered at or below the
Purchase Price, Shares tendered at or below the Purchase Price will be
subject to proration. For example, if the Offer is oversubscribed at
110% (i.e., 125,950 are tendered at or below the Purchase Price),
approximately 91% of each tender will be purchased, provided, however,
that the Company reserves the right, in its sole discretion, to purchase
more than 114,500 Shares in the Offer.
2
<PAGE>
Q. AT WHAT PRICE MAY I TENDER MY SHARES?
A. Shareholders may elect to tender their Shares in increments of 25 cents
($0.25) starting at $24.00 per Share up to and including $26.50 per
Share. The election as to the number of Shares and the price a
shareholder is willing to tender are to be indicated on the Letter of
Transmittal.
Q. HOW DO I TENDER MY SHARES?
A. If you hold your Shares in certificate form, you must either: (a) return
a properly completed Letter of Transmittal (the blue form) and any other
documents required by the Letter of Transmittal, together with the
certificates for the Shares being tendered, to the Depositary, Harris
Trust Company of New York, which must receive them by 5:00 P.M., New York
City time, on May 30, 1997; or (b) comply with the Guaranteed Delivery
procedure described in Section 3 of the Offer to Purchase. If you mail
your Letter of Transmittal and other documents, we recommend that you use
registered or certified mail, properly insured. If you hold Shares in
street name (i.e., through a broker), you should call your broker and ask
how to tender your Shares.
If you are a broker and are tendering Shares in book-entry form for your
customers, you must comply with either the Book-Entry Delivery or
Guaranteed Delivery procedure described in Section 2 of the Offer to
Purchase.
Q. WHAT DO I DO IF I HAVE LOST MY CERTIFICATES, OR IF THEY HAVE BEEN
MUTILATED, DESTROYED OR STOLEN, BUT I STILL WANT TO TENDER THEM?
A. Call the Depositary at (800) 245-7630 or (212) 701-7624 in New York for
instructions for tendering Shares in such circumstances.
Q. DO I HAVE TO SELL MY STOCK TO THE COMPANY?
A. No. A shareholder is not required to tender any stock.
Q. WHAT HAPPENS IF I DO NOT TENDER MY STOCK TO THE COMPANY TO PURCHASE?
A. Nothing will happen if you do not tender any or all of your Shares. Your
Shares will remain outstanding without a change in the terms or
3
<PAGE>
ownership rights. You will continue to own the same number of Shares
without any adjustment, and you will continue to receive the same
dividend rights. However, since the Company will purchase up to 114,500
of its outstanding Shares, the percentage of the outstanding stock which
you own will increase since the number of outstanding Shares will be
reduced.
Q. WHAT IF THE TERMS OF THE OFFER CHANGE?
A. In the event the Expiration Date is extended or if the terms of the Offer
are materially changed, the Company will generally give notice of the
change and, under certain circumstances, at least ten (10) business days
from such notice, shareholders will be able to change or withdraw their
tender.
Q. CAN I TENDER PART OF MY STOCK AT DIFFERENT PRICES?
A. Yes, you can elect to tender part of your stock at one price and an
additional amount at a second price. For example, if you owned 1,500
Shares, you could tender 500 Shares at $24.00, 500 Shares at $25.00 and
keep the remaining 500 Shares. However, you cannot tender the same stock
at different prices. In the prior example, the shareholder owning 1,500
Shares cannot tender 1,500 Shares at $24.00 and 1,500 Shares at $25.00.
If you tender some Shares at one price and other Shares at a different
price, you must use a separate Letter of Transmittal for each price.
Q. IS THERE ANY BROKERAGE COMMISSION?
A. No. The Company will purchase stock directly from each shareholder at the
Purchase Price without the use of a broker.
Q. CAN I CHANGE OR CANCEL MY TENDER?
A. You may increase or decrease the number of Shares indicated in the Letter
of Transmittal or withdraw it entirely up until 5:00 P.M. on May 30,
1997. Generally, after May 30, 1997, you cannot withdraw your tender. If
you desire to change or withdraw your tender, you are responsible to make
certain that a valid withdrawal is received by the May 30, 1997 deadline.
Except as discussed in the Offer to Purchase, tenders are irrevocable
after the May 30, 1997 deadline.
4
<PAGE>
Q. HOW DO I TENDER MY SHARES IF MY SHARES ARE HELD BY MY BROKER?
A. If your Shares are registered in street name with a broker, dealer,
commercial bank, trust company or other nominee, you will need to contact
your broker, bank or other nominee. A separate transmittal form must be
given to the nominee, which will instruct the nominee to make the tender
of your Shares for you. You cannot tender such Shares using the Letter of
Transmittal even though you may have received one for your information.
Q. CAN YOU SUMMARIZE THE PROCESS BY WHICH SHARES ARE VALIDLY TENDERED?
A. Generally, for certificated Shares, you must complete the Letter of
Transmittal (the blue form) as follows:
. List the certificates and the number of Shares that you are tendering.
. Check the box specifying the price at which you are tendering.
. If you want to give us special payment instructions, complete that
section of the Letter of Transmittal.
. If you want to give us special delivery instructions, complete that
section of the Letter of Transmittal.
. If you are an Odd Lot Holder who is tendering all your Shares,
complete that section of the Letter of Transmittal.
. If you want to make a conditional tender of Shares, complete that
section of the Letter of Transmittal.
. If your Shares are being delivered by book-entry or your certificates
are being delivered pursuant to a Notice of Guaranteed Delivery,
complete that section of the Letter of Transmittal.
. Complete Substitute Form W-9 to certify your tax identification
number.
. Sign the Letter of Transmittal (in certain circumstances, signatures
must be guaranteed).
You must deliver your Share certificate or comply with one of the
alternate delivery methods. See Section 2 of the Offer to Purchase.
These documents must be received by the Depositary, Harris Trust
5
<PAGE>
Company of New York, no later than 5:00 P.M. on May 30, 1997. If you are
tendering Shares held by a broker, commercial bank, trust company or
other nominee, a separate letter of instructions must be given to your
nominee who will, on the basis of your instructions, tender Shares for
you. Please see Section 2 and the Letter of Transmittal for more details
about how to tender Shares.
Q. HOW CAN I GET MORE INFORMATION?
A. If you have a question, please call our Information Agent, D.F. King &
Co., Inc., at (800) 290-6427 (toll-free) or (212) 269-5550 (call
collect), in New York, or our Dealer Manager, Wheat First Butcher Singer,
at (800) 999-4328 (toll-free) or (804) 649-2311 (call collect), in
Richmond, from 9:00 A.M. to 5:00 P.M., Monday through Friday.
This brochure is neither an offer to purchase nor a solicitation of an offer
to sell securities. The offer to purchase the stock of the Company is made only
by the Matewan BancShares, Inc. Offer to Purchase document dated April 30,
1997, and the accompanying Letter of Transmittal.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF
SUCH SHAREHOLDERS' SHARES AND NEITHER HAS AUTHORIZED ANY PERSON TO MAKE ANY
SUCH RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL
INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND
MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES
TO TENDER AND AT WHAT PRICE OR PRICES.
6
<PAGE>
EXHIBIT 99(A)(VII)
MATEWAN BANCSHARES, INC.
OFFER TO PURCHASE FOR CASH 114,500 SHARES OF ITS
CONVERTIBLE PREFERRED STOCK, SERIES A, 7.5%,
AT A PURCHASE PRICE NOT IN EXCESS OF $26.50 NOR LESS THAN $24.00 PER SHARE
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated April 30,
1997, and the related Letter of Transmittal (which together constitute the
"Offer"), in connection with the Offer by Matewan BancShares, Inc., a Delaware
corporation (the "Company"), to purchase for cash up to 114,500 Shares of its
Convertible Preferred Stock, Series A, 7.5%, $1.00 par value (the "Shares"),
at a price not in excess of $26.50 nor less than $24.00 per Share, and on the
terms and subject to the conditions of the Offer.
The Company will determine a single per Share price (not in excess of $26.50
nor less than $24.00 per Share) that it will pay for the Shares properly
tendered pursuant to the Officer (the "Purchase Price") taking into account
the number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the Purchase Price that will allow it to
buy up to 114,500 Shares (or such lesser number of Shares as are properly
tendered at prices not in excess of $26.50 nor less than $24.00 per Share)
pursuant to the Offer. All Shares properly tendered at prices at or below the
Purchase Price and not withdrawn will be purchased at the Purchase Price, net
to the seller in cash, upon the terms and subject to the conditions of the
Offer, including the proration terms thereof. The Company will return all
other Shares, including Shares tendered at prices greater than the Purchase
Price and Shares not purchased because of proration or conditional tenders.
See Section 1 of the Offer to Purchase.
We are the owner of record of Shares held for your account. As such, we are
the only ones who can tender your Shares, and then only pursuant to your
instructions. We are sending you the Letter of Transmittal for your
information only; you cannot use it to tender Shares we hold for your account.
Please instruct us as to whether you wish us to tender any or all of the
Shares we hold for your account on the terms and subject to the conditions of
the Offer.
We call your attention to the following:
1. You may tender Shares at prices (in multiples of $.25) not in excess of
$26.50 nor less than $24.00 per Share, as indicated in the attached
instruction form.
2. The Offer is conditioned upon a minimum of 100,000 shares being properly
tendered and not withdrawn; however, the company reserves the right but
will not be obligated to purchase a lesser number of shares if the minimum
number of shares are not properly tendered.
3. The Offer, proration period and withdrawal rights will expire at 5:00 p.m.,
New York City time, on May 30, 1997, unless the Company extends the Offer.
4. The Offer is for up to 114,500 Shares, constituting approximately 14.3% of
the Shares outstanding as of April 29, 1997.
5. Tendering shareholders will not be obligated to pay any brokerage
commissions, solicitation fees or, subject to Instruction 7 of the Letter
of Transmittal, stock transfer taxes on the Company's purchase of Shares
pursuant to the Offer.
<PAGE>
6. If you owned beneficially, as of the close of business on April 29, 1997,
an aggregate of fewer than 100 Shares and you instruct us to tender on your
behalf all such Shares at or below the Purchase Price before the expiration
of the Offer and check the box captioned "Odd Lots" in the attached
instruction form, the Company will accept all such Shares for purchase
before proration, if any, of the purchase of other Shares tendered at or
below the Purchase Price.
7. If you are the beneficial owner of Shares that you do not want to be
subject to proration, if any, if purchased pursuant to the Offer, you may
direct us to tender such Shares on your behalf subject to the condition
that at least a designated minimum or none of such Shares be purchased, by
completing the box captioned "Conditional Tenders." It is the beneficial
owner's responsibility to determine the minimum number of Shares to be
tendered. BENEFICIAL OWNERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT
TO THE EFFECTS OF PRORATION OF THE OFFER AND THE ADVISABILITY OF DIRECTING
US TO MAKE A CONDITIONAL OFFER.
8. Please instruct us clearly if you wish to tender some Shares at one price
and other Shares at another price. We must submit separate Letters of
Transmittal on your behalf for each price you will accept.
If you wish to have us tender any and all of your Shares, please so instruct
us by completing, executing and returning to us the attached instruction form.
An envelope to return your instructions to us is enclosed. If you authorize us
to tender your Shares, we will tender all such Shares unless you specify
otherwise on the attached instruction form.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO
SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER. THE
OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON FRIDAY, MAY 30, 1997, UNLESS THE COMPANY EXTENDS THE OFFER.
As described in Section 1 of the Offer to Purchase, if by the Expiration
Date a greater number of Shares are properly tendered at or below the Purchase
Price than the Company will accept for purchase, the Company will accept
Shares for purchase at the Purchase Price in the following order of priority:
(a) first, all Shares properly tendered at or below the Purchase Price by
the Expiration Date by any shareholder who owned beneficially, as of
the close of business on April 29, 1997, an aggregate of fewer than 100
Shares and who:
(1) tenders all Shares beneficially owned by such shareholder at or
below the Purchase Price (partial tenders will not qualify for this
preference); and
(2) completes the box captioned "Odd Lots" on the Letter of Transmittal
and, if applicable, the Notice of Guaranteed Delivery;
(b) second, after purchase of all of the above Shares, all other Shares
properly and unconditionally tendered at or below the Purchase Price by
the Expiration Date on a pro rata basis (with adjustments to avoid
purchases of fractional Shares); and
(c) third, after purchase of all of the above Shares, Shares conditionally
tendered at or below the Purchase Price by the Expiration Date selected
by lot as is more fully described in the Offer to Purchase.
THE COMPANY IS NOT MAKING THE OFFER TO, NOR WILL ACCEPT TENDERS FROM OR ON
BEHALF OF, OWNERS OF SHARES IN ANY JURISDICTION IN WHICH THE OFFER OR ITS
ACCEPTANCE WOULD VIOLATE THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH
JURISDICTION. IN ANY JURISDICTION THE SECURITIES OR BLUE SKY LAWS OF WHICH
REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER IS
BEING MADE ON THE COMPANY'S BEHALF BY THE DEALER MANAGER OR ANOTHER REGISTERED
BROKER OR DEALER LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
2
<PAGE>
INSTRUCTIONS
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
114,500 SHARES OF
CONVERTIBLE PREFERRED STOCK, SERIES A, 7.5%
OF
MATEWAN BANCSHARES, INC.
AT A PURCHASE PRICE NOT IN EXCESS OF
$26.50 NOR LESS THAN $24.00 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated April 30, 1997, and the related Letter of Transmittal
(which together constitute the "Offer"), in connection with the offer by
Matewan BancShares, Inc., a Delaware corporation (the "Company"), to purchase
for cash 114,500 Shares of its Convertible Preferred Stock, Series A, 7.5%,
$1.00 par value, (the "Shares"), at a price not in excess of $26.50 nor less
than $24.00 per Share, on the terms and subject to the conditions of the
Offer.
The Company will determine a single per Share price (not in excess of $26.50
nor less than $24.00 per Share) that it will pay for the Shares properly
tendered pursuant to the Offer (the "Purchase Price"), taking into account the
number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the Purchase Price which will allow it
to buy 114,500 Shares (or such lesser number of Shares as are properly
tendered at prices not in excess of $26.50 nor less than $24.00 per Share)
pursuant to the Offer.
The undersigned hereby instruct(s) you to tender to the Company the number
of Shares indicated below or, if no number is indicated, all Shares for the
account of the undersigned, at the price per Share indicated below, and
subject to the condition, if any, indicated in the box marked "Conditional
Tender," below, upon the terms of the Offer. The Company will return Shares
tendered at prices greater than the Purchase Price, Shares not purchased
because of proration and Shares not purchased because they were conditionally
tendered.
Aggregate number of Shares to be tendered by you for us:*
____________ Shares
- --------
* Unless otherwise indicated, it will be assumed that all of the Shares held
for the account of the undersigned are to be tendered.
3
<PAGE>
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
CHECK ONLY ONE BOX
[_] $24.00 [_] $25.50
[_] $24.25 [_] $25.75
[_] $24.50 [_] $26.00
[_] $24.75 [_] $26.25
[_] $25.00 [_] $26.50
[_] $25.25
CONDITIONAL TENDER ODD LOTS
UNLESS THIS BOX HAS BEEN COM- [_] By checking this box, the
PLETED AND A MINIMUM SPECI- undersigned represents that
FIED, THE TENDER WILL BE the undersigned owned
DEEMED UNCONDITIONAL (SEE SEC- beneficially as of the close
TIONS 1 AND 2 OF THE OFFER TO of business on April 29, 1997,
PURCHASE). an aggregate of fewer than 100
Shares and is instructing the
holder to tender all such
shares.
Minimum number of Shares that
must be purchased if any are
purchased:
______ Shares
SIGNATURE BOX
Signature(s) _______________________________________________________________
Dated ______________________________________________________________________
Name(s) and Address(es) (Please Print) _____________________________________
Area Code and Telephone Number _____________________________________________
Taxpayer Identification or Social Security Number __________________________
4
<PAGE>
EXHIBIT 99(A)(VIII)
LETTER OF TRANSMITTAL
TO TENDER SHARES OF CONVERTIBLE PREFERRED STOCK, SERIES A, 7.5%
OF
MATEWAN BANCSHARES, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED APRIL 30, 1997
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 PM, NEW YORK
CITY TIME, ON FRIDAY, MAY 30, 1997, UNLESS THE OFFER IS EXTENDED.
The Depositary is
Harris Trust Company of New York
By Mail Delivery: By Overnight Courier:
Wall Street Station 77 Water Street, 4th Floor
P. O. Box 1023 New York, NY 10005
New York, NY 10268-1023
By Hand Delivery: By Facsimile (for Eligible
77 Water Street, 5th Floor Institutions Only):
New York, NY 10005 (212) 701-7636 or
(212) 701-7637
For Information Call:
(800) 245-7630 (Toll Free)
or
(212) 701-7624 (Call Collect)
DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4)
<TABLE>
- ------------------------------------------------------------------
<CAPTION>
NAME(S) AND ADDRESS(ES)
OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY
AS NAME(S)
APPEAR(S) ON CERTIFICATE(S) TENDERED
CERTIFICATE(S)) (ATTACH SIGNED LIST, IF NECESSARY)
- ------------------------------------------------------------------
NUMBER
OF SHARES
REPRESENTED NUMBER OF
CERTIFICATE BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
-----------------------------------------
<S> <C> <C> <C>
-----------------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
TOTAL
SHARES
TENDERED:
- ------------------------------------------------------------------
</TABLE>
* Need to be completed if Shares are delivered by book-entry transfer.
** If you desire to tender fewer than all Shares evidenced by any
certificates listed above, please indicate in this column the number of
Shares you wish to tender. Otherwise, all Shares evidenced by such
certificates will be deemed to have been tendered. See Instruction 4.
<PAGE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN THOSE LISTED
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This Letter of Transmittal is to be used only (a) if certificates for Shares
(as defined below) are to be forwarded with it, or (b) if a tender of Shares
is to be made by book-entry transfer to the account maintained by the
Depositary at The Depository Trust Company ("DTC") or the Philadelphia
Depository Trust Company ("PDTC") (collectively, the "Book-Entry Transfer
Facilities") pursuant to Section 2 of the Offer to Purchase.
Shareholders whose certificates are not immediately available or who cannot
deliver their certificates for Shares and all other documents which this
Letter of Transmittal requires to the Depositary by the Expiration Date (as
defined in the Offer to Purchase) (or who are unable to comply with the
procedure for book-entry transfer on a timely basis) must tender their Shares
according to the guaranteed delivery procedure set forth in Section 2 of the
Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO ONE OF THE
BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
(Boxes Below For Use By Eligible Institutions Only)
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH ONE OF THE BOOK-ENTRY
TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ___________________________________________
Check Box of Applicable Book-Entry Transfer Facility:
DTC [_] PDTC [_]
Account Number: __________________________________________________________
Transaction Code Number: _________________________________________________
[_] 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 Owner(s): __________________________________________
Date of Execution of Notice of Guaranteed Delivery: ______________________
Name of Institution Which Guaranteed Delivery: ___________________________
Check Box of Applicable Book-Entry Transfer Facility and give Account
Number if Delivered by Book-Entry Transfer:
DTC [_] PDTC [_]
Account Number: __________________________________________________________
Transaction Code No. _____________________________________________________
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Matewan BancShares, Inc., a Delaware
corporation (the "Company"), the above-described shares of the Company's
Convertible Preferred Stock, Series A, 7.5%, $1.00 par value (the "Shares"),
at the price per Share indicated in this Letter of Transmittal, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Company's Offer to Purchase dated April 30, 1997, receipt of which is hereby
acknowledged and any supplements or amendments thereto (the "Offer to
Purchase"), and in this Letter of Transmittal (which, together with the Offer
to Purchase, constitute the "Offer"):
Subject to and effective upon acceptance for payment of and payment for the
Shares tendered hereby in accordance with the terms of the Offer, the
undersigned hereby sells, assigns and transfers to or upon the order of the
Company all rights, title and interest in and to all Shares tendered hereby or
orders the registration of such Shares tendered by book-entry transfer that
are purchased pursuant to the Offer and hereby irrevocably constitutes and
appoints the Depositary as attorney-in-fact of the undersigned with respect to
such Shares, with full power of substitution (such power of attorney being an
irrevocable power coupled with an interest), to
(a) deliver certificates for such Shares, or transfer ownership of such
Shares on the account books maintained by a Book-Entry Transfer
Facility, together, in either such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of, the
Company upon receipt by the Depositary, as the undersigned's agent, of
the Purchase Price (as hereinafter defined);
(b) present certificates for such Shares for cancellation and transfer on
the Company's books; and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares, subject to the next paragraph, all in
accordance with the terms of the Offer.
The undersigned hereby represents and warrants that
(a) the undersigned has a net long position in Shares within the meaning of
Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as
amended, at least equal to the Shares tendered, and has full power and
authority to validly tender, sell, assign and transfer the Shares
tendered hereby;
(b) when and to the extent the Company accepts the Shares for payment, the
Company will acquire good, marketable and unencumbered title thereto,
free and clear of all security interests, liens, charges, encumbrances,
conditional sales agreements, restrictions or other obligations
relating to the sale or transfer thereof, and the same will not be
subject of any adverse claim;
(c) on request, the undersigned will execute and deliver any additional
documents the Depositary or the Company deems necessary or desirable to
complete the assignment, transfer and purchase of the Shares tendered
hereby; and
(d) the undersigned has read and agrees to all of the terms of this Offer.
The names and addresses of the registered owners should be printed, if they
are not already printed above, as they appear on the certificates representing
Shares tendered hereby. The certificates, the number of Shares that the
undersigned wishes to tender and the purchase price at which such Shares are
being tendered should be indicated in the appropriate boxes.
The undersigned understands that the Company will determine a single per
Share price (not in excess of $26.50 nor less than $24.00 per Share) that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer
(the "Purchase Price"), taking into account the number of Shares so tendered
and the prices specified by tendering shareholders. The undersigned
understands that the Company will select the Purchase Price that will allow it
to buy 114,500 (or such lesser number of Shares as are properly tendered at
prices not in excess of $26.50 nor less than $24.00 per Share) pursuant to the
Offer. The undersigned understands that all Shares
3
<PAGE>
properly tendered at prices at or below the Purchase price and not withdrawn
will be purchased at the Purchase Price, net to the seller in cash, upon the
terms and subject to the conditions of the Offer, including its proration
provisions, and that the Company will return all other Shares, including
Shares tendered and not withdrawn at prices greater than the Purchase Price,
Shares not purchased because of proration and Shares not purchased because
they were conditionally tendered.
The undersigned recognizes that under certain circumstances set forth in the
Offer to Purchase, including, without limitation, the condition that at least
100,000 Shares be tendered pursuant to the Offer, the Company may terminate or
amend the Offer or may not be required to purchase any of the Shares tendered
hereby or may accept for payment, pro rata with Shares tendered by other
shareholders, fewer than all of the Shares tendered hereby. The undersigned
understands that certificate(s) for any Shares not tendered or not purchased
will be returned to the undersigned at the address indicated above, unless
otherwise indicated under the Special Payment Instructions or Special Delivery
Instructions below. The undersigned recognizes that the Company has no
obligation, pursuant to the Special Payment Instructions, to transfer any
certificate for Shares from the name of their registered owner, or to order
the registration or transfer of such shares tendered by book-entry transfer,
if the Company does not accept for payment any of the Shares represented by
such certificate or tendered by such book-entry transfer.
The undersigned understands that he or she may condition the tender of
Shares upon the acceptance by the Company of a designated number of Shares
tendered hereby, as described in Section 1 of the Offer to Purchase. Such a
conditional tender may be made by completing the box under the heading
"Conditional Tender." If such box is not completed, the tender will be deemed
to be unconditional.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The check for the Purchase Price for such of the tendered Shares as are
purchased will be issued to the order of the undersigned and mailed to the
address indicated above unless otherwise indicated under the Special Payment
Instructions or the Special Delivery Instructions below.
All authority conferred or agreed to be conferred in this letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligations of the undersigned under this Letter of Transmittal shall be
binding upon the heirs, personal representatives, successors and assigns of
the undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
4
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED.
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS
CHECKED, THERE IS NO PROPER TENDER OF SHARES.
[_]$24.00 [_]$25.50
[_]$24.25 [_]$25.75
[_]$24.50 [_]$26.00
[_]$24.75 [_]$26.25
[_]$25.00 [_]$26.50
[_]$25.25
IF PORTIONS OF SHARE HOLDINGS ARE BEING TENDERED AT DIFFERENT PRICES, USE A
SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED (SEE INSTRUCTION 5).
ODD LOTS
(SEE INSTRUCTION 8)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially, as of the close of business on April 29, 1997,
and who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[_] was the beneficial owner, as of the close of business on April 29, 1997,
of an aggregate of fewer than 100 shares, all of which are being tendered,
or
[_] is a broker, dealer, commercial bank, trust company or other nominee which
(a) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and
(b) believes, based upon representations made to it by such beneficial
owners, that each such person was the beneficial owner, as of the
close of business on April 29, 1997, and who continues to own
beneficially as of the Expiration Date, of an aggregate of fewer than
100 Shares and is tendering all of such Shares.
5
<PAGE>
CONDITIONAL TENDER
A tendering shareholder may condition his or her tender of Shares upon the
purchase by the Company of a specified minimum number of Shares tendered
hereby, all as described in the Offer to Purchase, particularly in Sections
1 and 2 thereof. Unless at least such minimum number of Shares is purchased
by the Company pursuant to the terms of the Offer, none of the Shares
tendered hereby will be purchased. It is the tendering shareholder's
responsibility to calculate such minimum number of Shares, and each
shareholder is urged to consult his own tax advisor. Unless this box has
been completed and a minimum specified, the tender will be deemed
unconditional.
Minimum number of Shares that must be purchased, if any are purchased:
_________ Shares
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6 AND 9) (SEE INSTRUCTIONS 1, 4, 6 AND 9)
To be completed ONLY if Certificates To be completed ONLY if Certificates
for Shares not tendered or not for Shares not tendered or not
purchased and/or the check for the purchased and/or the check for the
purchase price of Shares purchased purchase price of Shares purchased
are to be issued in the name of are to be issued in the name of
someone other than the undersigned. someone other than the undersigned,
or to the undersigned at an address
other than that show above.
Issue:____ Check____ Certificate(s) Issue:____ Check____ Certificate(s)
to: to:
Name (Please Print) _________________ Name (Please Print) _________________
_____________________________________ _____________________________________
_____________________________________ _____________________________________
Address (include Zip Code) Address (include Zip Code)
(Tax Identification or Social Security No.) _________________________________
(Complete Substitute Form W-9 below)
6
<PAGE>
SHAREHOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
Must be signed by registered owner(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by person(s)
authorized to become registered owner(s) by certificate(s) and documents
transmitted with this Letter of Transmittal. If signature is by attorney-
in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary or representative capacity,
please set forth the full title. See Instruction 6.
Signature(s) of Owner(s)
-------------------------------------------------------
Dated , 1997.
-----------
Name(s)
------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please Print)
Capacity
-----------------------------------------------------------------------
Address
------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Area Code and Telephone Number
-------------------------------------------------
(Tax Identification or Social Security Number(s))
------------------------------
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Authorized Signature
-----------------------------------------------------------
Name
---------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please Print)
Title
--------------------------------------------------------------------------
Name of Firm
-------------------------------------------------------------------
Address
------------------------------------------------------------------------
(include Zip Code)
Area Code and Telephone Number
-------------------------------------------------
Dated , 1997.
-----------
7
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS OF THE OFFER
1. GUARANTEE OF SIGNATURES.
No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of the
Shares tendered with this Letter of and payment and delivery are to be
made directly to such owner and such owner has not completed either the
box entitled "Special Payment Instructions" or "Special Delivery
Instructions" above, or
(b) such Shares are tendered for the account of a firm that is a member of
a registered national securities exchange or the National Association
of Securities Dealers, Inc., or a commercial bank or trust company
having an office, branch or agency in the United States (each being
referred to as an "Eligible Institution").
In all other cases, an Eligible Institution must guarantee all signatures on
this Letter of Transmittal. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES.
This Letter of Transmittal is to be used if certificates are to be forwarded
with it to the Depositary or if tenders are to be made pursuant to the
procedure for tender by book-entry transfer set forth in Section 2 of the
Offer to Purchase. Certificates for all physically tendered Shares, or
confirmation of a book-entry transfer into the Depositary's account at a Book-
Entry Transfer Facility of Shares tendered by a book-entry transfer, together
with each case with a properly completed and duly executed Letter of
Transmittal or facsimile thereof, and any other documents required by this
Letter of Transmittal, should be mailed or delivered to the Depositary at the
appropriate address set forth herein and must be received by the Depositary by
the Expiration Date (as defined in the Offer to Purchase).
Shareholders whose certificates are not immediately available or who cannot
deliver certificates for Shares and all other required documents to the
Depositary by the Expiration Date, or whose Shares cannot be delivered on a
timely basis pursuant to the procedure for book-entry transfer, may tender
their Shares by or through any Eligible Institution by properly completing
(including the price at which the Shares are being tendered) and duly
executing and delivering a Notice of Guaranteed Delivery (or facsimile of it)
and by otherwise complying with the guaranteed delivery procedure set forth in
Section 2 of the Offer to Purchase. Pursuant to such procedure, the
certificates for all physically tendered Shares, or book-entry confirmation,
as the case may be, as well as a properly completed and duly executed Letter
of Transmittal and all other documents required by this Letter of Transmittal,
must be received by the Depositary within three trading days after receipt of
the Depositary of such Notice of Guaranteed Delivery, all as provided in
Section 2 of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, telex, facsimile transmission or mail to the Depositary and must
include a guarantee by an Eligible Institution in the form set forth in such
Notice. For Shares to be validly tendered pursuant to the guaranteed delivery
procedure, the Depositary must receive the Notice of Guaranteed Delivery by
the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED.
The Company will not purchase any fractional Shares, nor will it accept any
alternative, conditional or contingent tenders except as specifically
permitted by Sections 1 and 2 of the Offer to Purchase. All tendering
8
<PAGE>
shareholders, by execution of this Letter of Transmittal (or a facsimile of
it), waive any right to receive any notice of the acceptance of their tender.
3. INADEQUATE SPACE.
If the space provided in the box captioned "Description of Shares Tendered"
is inadequate, the certificate numbers and/or the number of Shares should be
listed on a separate signed schedule and attached to this Letter of
Transmittal.
4. PARTIAL TENDERS AND UNPURCHASED SHARES.
(Not applicable to shareholders who tender by book-entry transfer.) If fewer
than all of the Shares evidenced by any certificate are to be tendered, fill
in the number of Shares that are to be tendered in the column entered "Number
of Shares Tendered." In such case, if any tendered Shares are purchased, a new
certificate for the remainder of the Shares evidenced by the old
certificate(s) will be issued and sent to the registered holder, otherwise
specified in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes on this Letter of Transmittal, as soon as practicable
after the Expiration Date. All Shares represented by the certificate(s) listed
and delivered to the Depositary are deemed to have been tendered unless
otherwise indicated.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED.
For Shares to be properly tendered, the shareholder must check the box
indicating the price per Share at which he or she is tendering Shares under
"Price (in Dollars) Per Share at Which Shares Are Being Tendered" on this
Letter of Transmittal. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS
CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A
shareholder wishing to tender portions of his or her Share holdings at
different prices must complete a separate Letter of Transmittal for each price
at which he or she wishes to tender each such portion of his or her Shares.
The same Shares cannot be tendered (unless previously properly withdrawn as
provided in Section 3 of the Offer to Purchase) at more than one price.
6. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered owner(s) of
the Shares tendered hereby, the signature(s) must correspond exactly
with the name(s) as written on the face of the certificate without any
change whatsoever.
(b) If the Shares are registered in the names of two or more joint owners,
each such owner must sign this Letter of Transmittal.
(c) 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 (or facsimiles of it) as there are
different registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered owner(s) of
the Shares listed and transmitted hereby, no endorsements of
certificate(s) representing such Shares or separate stock powers are
required unless payment is to be made, or the certificates for Shares
not tendered or not purchased are to be issued, to a person other than
the registered owner(s). Signature(s) on such certificates or stock
powers must be guaranteed by an Eligible Institution. If this Letter of
Transmittal is signed by a person other than the registered owner of
the certificate(s) listed, however, the certificates must be endorsed
or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered owner(s) appear(s) on the
certificate, and signatures on such certificate(s) or stock power(s)
must be guaranteed by an Eligible Institution. See Instruction 1.
9
<PAGE>
(e) If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-
fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing
and must submit proper evidence satisfactory to the Company of their
authority so to act.
7. STOCK TRANSFER TAXES.
Except as provided in this Instruction, no stock transfer tax stamps or
funds to cover such stamps need accompany this Letter of Transmittal. The
Company will pay or cause to be paid any stock transfer taxes payable on the
transfer to it of Shares purchased pursuant to the Offer. If, however,
(a) payment of the Purchase Price is to be made to any person(s) other than
the registered owner(s);
(b) shares not tendered or not accepted for purchase (in the circumstances
permitted in the Offer) are to be registered in the name of any
person(s) other than the registered owner(s); or
(c) tendered certificates are registered in the name(s) of any person(s)
other than the person(s) signing this Letter of Transmittal,
the Depositary will deduct from the Purchase Price the amount of any stock
transfer taxes (whether imposed on the registered owner or such other person)
payable on account of the transfer to such person unless satisfactory evidence
of the payment of such taxes, or an exemption from them, is submitted.
8. ODD LOTS.
As described in Section 1 of the Offer to Purchase, if the Company is to
purchase less than all Shares tendered by the Expiration Date, the Shares
purchased first will consist of all Shares tendered by any shareholder who
owned beneficially, as of the close of business on April 29, 1997, an
aggregate of fewer than 100 Shares and who tenders all of his or her Shares at
or below the Purchase Price. This preference will not be available unless the
box captioned "Odd Lots" is completed.
9. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS.
If certificates for Shares not tendered or not purchased and/or checks are
to be issued in the name of a person other than the signer of the Letter of
Transmittal or if such certificates and/or checks are to be sent to someone
other than the signer of the Letter of Transmittal or to the signer at a
different address, the captioned boxes "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed.
10. IRREGULARITIES.
The Company will determine, in its sole discretion, all questions as to the
validity, form, eligibility (including time or receipt) and acceptance for
payment of any tender of Shares and its determination shall be final and
binding on all parties. The Company 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 Company's counsel, be
unlawful. The Company also reserves the absolute right to waive any of the
conditions of the Offer or any defect or irregularity in the tender of any
particular Shares, and the Company's interpretation of the terms of the Offer
(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 within such time as
the Company shall determine. None of the Company, the Dealer Manager, the
Depositary, the Information Agent nor 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.
10
<PAGE>
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, the Information Agent or the
Dealer Manager at their addresses and telephone numbers set forth at the end
of the Letter of Transmittal or from your local broker, dealer, commercial
bank or trust company.
12. SUBSTITUTE FORM W-9.
Each tendering shareholder is required to provide the Depositary with a
correct taxpayer identification number ("TIN") on Substitute Form W-9, which
is provided under "Important Tax Information" below. Failure to provide the
information on the form may subject the tendering shareholder to 31% federal
income tax withholding on the payments made to the shareholder or other payee
with respect to Shares purchased pursuant to the Offer. The box in Part 2 of
the form may be checked 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. If
the box in Part 2 of the form is checked and the Depositary is not provided
with a TIN within sixty (60) days, the Depositary will withhold 31% on all
such payments thereafter until a TIN is provided to the Depositary.
IMPORTANT: This Letter of Transmittal or a manually signed facsimile of it
(together with certificates for Shares or confirmation of book-entry transfer
and all other required documents) or the Notice of Guaranteed Delivery must be
received by the Depositary on or before the Expiration Date.
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered shares are
accepted for payment is required by law to provide the Depositary with such
shareholder's correct TIN on Substitute Form W-9 below. If the Depositary is
not provided with the correct TIN, the Internal Revenue Service may subject
the shareholder or other payee to a $50 penalty. In addition, payments that
are made to such shareholder or other payee with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding or 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 more
instructions.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made to a shareholder or other
payee with respect to Shares purchased pursuant to the Offer, the shareholder
is required to notify the Depositary of the shareholder's correct TIN by
completing the form below, certifying that the TIN provided on Substitute Form
W-9 is correct (or that such shareholder is awaiting a TIN).
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of 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.
11
<PAGE>
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK
SUBSTITUTE FORM W-9
UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) THE NUMBER SHOWN ON THIS
FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER, AND (2) I AM NOT
SUBJECT TO BACKUP WITHHOLDING BECAUSE: (A) I AM EXEMPT FROM BACKUP
WITHHOLDING; OR (B) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL REVENUE
SERVICE ("IRS") THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A
FAILURE TO REPORT ALL INTEREST OR DIVIDENDS; OR (C) THE IRS HAS NOTIFIED
ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING.
You must cross out item (2) above if you have been notified by the IRS
that you are subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if after being notified
by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup
withholding, do not cross out item (2).
------------------------------------ ------------------------------------
Signature (Date) Signature (Date)
------------------------------------ ------------------------------------
Printed Name Printed Name
------------------------------------ ------------------------------------
Social Security or Employer Social Security or Employer
Identification No. Identification No.
------------------------------------ ------------------------------------
Address Address
Part 2--Awaiting TIN [_]
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 2
OF SUBSTITUTE FORM W-9
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 within sixty (60) days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
SIGNATURE DATE
------------------------------------------ -------------------
---------------------------------------------------------------------------
Name
---------------------------------------------------------------------------
Address
12
<PAGE>
The Information Agent is
D.F. King & Co., Inc. 77 Water Street, 20th Floor New York, New York 10005
(212) 269-5550 (Call Collect)
or
Call Toll-Free (800) 290-6427
The Dealer Manager is
Wheat First Butcher Singer Riverfront Plaza 901 East Byrd Street Richmond,
Virginia 23219 (804) 649-2311 (Call Collect)
or
Call Toll-Free (800) 999-4328
13
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
Guidelines for Determining the Proper Identification Number to Give to
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. 00-0000000. The table below will help determine the number to
give the payer.
For this type account:
1. An individual's account
2. Two or more individuals (joint account)
3. Husband and wife (joint account)
4. Custodian account of a minor (Uniform Gift to Minors Act)
5. Adult and minor (joint account)
6. Account in the name of guardian or committee for a designated ward,
minor, or incompetent person.
7.a. The usual revocable saving trust account (grantor is also
trustee)
b. So-called trust account that is not a legal or valid trust under
State law
Give the SOCIAL SECURITY number of --
1. The individual
2. The actual owner of the account or, if combined funds, any one of
the individuals (1)
3. The actual owner of the account or, if joint funds, either person
(1)
4. The minor (2)
5. The adult or, if the minor is the only contributor, the minor (1)
6. The ward, minor or incompetent person (3)
7.a. The grantor-trustee (1)
b. The actual owner (1)
For this type of account:
8. Sole proprietorship account
9. A valid trust, estate, or pension trust
10. Corporate account
11. Religious, charitable or educational organization account
12. Partnership account held in the name of the business
13. Association, club or other tax-exempt organization
14. A broker or registered nominee
15. Account with the Department of Agriculture in the name of a public
entity (such as a State or local government, school district, or
prison) that receives agricultural program payments
Give the EMPLOYER IDENTIFICATION number of --
8. The owner (4)
9. 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)
10. The corporation
11. The organization
14
<PAGE>
12. The partnership
13. The organization
14. The broker or nominee
15. The public entity
(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, minor's or incompetent person's name and furnish such
person's social security number
(4) Show the name of the owner
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL
BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't 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.
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 any agency or
instrumentality thereof.
An international organization or any agency or instrumentality thereof.
A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
A real estate investment trust.
A common trust fund operated by a bank under section 584(a).
An exempt charitable remainder trust, or a non-exempt trust described
in section 4947(a)(1).
An entity registered at all times under the Investment Company Act of
1940.
A foreign central bank of issue.
15
<PAGE>
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
Payments to nonresident aliens subject to withholding under section
1141.
Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
Payments of patronage dividends where the amount received is not paid
in money.
Payments made by certain foreign organizations.
Payments made to a nominee.
Payments of interest not generally subject to backup withholding include 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.
Payments made to a nominee.
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 the regulations under sections 6041, 6041(a),
6045, and 6050A. Privacy Act Notice.--Section 6109 requires most recipients of
dividends, interest, or other payments to give taxpayer identification numbers
to payers who must report the payments to IRS. IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Beginning January 1, 1993, payers
must generally withhold 31% of taxable interest, dividend and certain other
payments to a 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 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. 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.
16
<PAGE>
EXHIBIT 99(A)(IX)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF CONVERTIBLE PREFERRED STOCK, SERIES A, 7.5%
OF
MATEWAN BANCSHARES, INC.
As set forth in Section 2 of the Offer to Purchase (as defined below), this
form or one substantially equivalent hereto must be used to tender Shares
pursuant to the Offer (as defined below) if certificates for shares of
Convertible Preferred Stock, Series A, 7.5%, $1.00 par value (the "Shares"),
of Matewan BancShares, Inc., a Delaware corporation, are not immediately
available or if the procedure for book-entry transfer cannot be completed on a
timely basis or time will not permit all documents required by the Letter of
Transmittal to reach the Depositary by the Expiration Date (as defined in
Section 1 of the Offer to Purchase). Such form may be delivered by hand or
transmitted by telegram, telex, facsimile transmission or letter to the
Depositary. See Section 2 of the Offer to Purchase.
To: Harris Trust Company of New York, Depositary
By Mail Delivery: By Overnight Courier:
Wall Street Station 77 Water Street, 4th Floor
P. O. Box 1023 New York, NY 10005
New York, NY 10268-1023
By Facsimile (for Eligible
By Hand Delivery: Institutions Only):
77 Water Street, 5th Floor (212) 701-7636 or
New York, NY 10005 (212) 701-7637
For Information Call:
(800) 245-7630
(Toll Free)
or
(212) 701-7624
(Call Collect)
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION OF INSTRUCTIONS VIA
A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Matewan BancShares, Inc., a Delaware
corporation, at the price per Share indicated below, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated April 30, 1997, (the "Offer to Purchase") and 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 2 of the Offer to
Purchase.
Number of Shares: ___________________ Name(s) of Record Holder(s):
___________________________________
Certificate Nos. ___________________________________
(if available): _____________________
___________________________________
(Please type or print)
If Shares will be tendered by book-
entry transfer, check one box:
Address:
[_] The Depository Trust Company
___________________________________
[_] Philadelphia Depository Trust ___________________________________
Company
Zip Code __________________________
Account Number: ___________________ Area Code and Telephone Number:
( )___ - ________________________
SIGN HERE
Signature(s):
_____________________________________
_____________________________________
2
<PAGE>
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED.
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS
CHECKED, THERE IS NO PROPER TENDER OF SHARES.
[_]$24.00 [_]$25.50
[_]$24.25 [_]$25.75
[_]$24.50 [_]$26.00
[_]$24.75 [_]$26.25
[_]$25.00 [_]$26.50
[_]$25.25
CONDITIONAL TENDER. UNLESS THIS BOX HAS BEEN COMPLETED ON A MINIMUM
SPECIFIED, THE TENDER WILL BE DEEMED UNCONDITIONAL (SEE SECTIONS 1 AND 2 OF
THE OFFER TO PURCHASE).
Minimum number of shares that must be purchased of any are purchased:
______________ Shares
ODD LOTS
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially and aggregate of fewer than 100 Shares as of the
close of business on April 29, 1997.
The undersigned either (check one):
[_] was the beneficial owner of an aggregate of fewer than 100 Shares as of
the close of business on April 29, 1997, all of which are tendered, or
[_] is a broker, dealer, commercial bank trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that each such
beneficial owner owned an aggregate of fewer than 100 Shares as of the
close of business on April 29, 1997, and is tendering all of such shares.
3
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a registered national securities exchange or of
the National Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United States,
guarantees (a) that the above-named person(s) has a net long position in
Shares (within the meaning of Rule 13e-4 promulgated under the Securities
Exchange Act of 1934, as amended), at least equal to the amount of Shares
being tendered, (b) that such tender of Shares complies with Rule 13e-4 and
(c) the delivery of the Depositary at one of its addresses set forth above,
the certificate(s) representing the Shares tendered hereby, in proper form for
transfer, or to deliver to the Depositary such Shares pursuant to the
procedure for book-entry transfer, in either case with delivery of a properly
completed and duly executed Letter of Transmittal (or manually-signed
facsimile thereof) and any other required documents, all within three (3)
trading days after the date hereof.
Name of Firm ________________________ Authorized Signature ________________
Address _____________________________ Title _______________________________
- ------------------------------------- Name ________________________________
(Please type or print)
Zip Code ____________________________
Area Code and Tel. No. Dated _______________________________
- -------------------------------------
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
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.
4
<PAGE>
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase dated April 30, 1997, and the related
Letter of Transmittal, and is being made to all holders of Shares. The
Company (as defined below) is not aware of any state where the making
of the Offer is prohibited by administrative or judicial action
pursuant to any valid state statute. If the Company becomes aware of
any valid state statute prohibiting the making of the Offer or the
acceptance of Shares pursuant therein, the Company will make a
good faith effort to comply with such state statute. If after
such good faith effort, the Company cannot comply with such
state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders
of Shares in such state. In any jurisdiction where the
securities, blue sky or other laws require the Offer
to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of the
Company by Wheat First Butcher Singer or one or
more registered brokers or dealers licensed
under the laws of such jurisdiction.
Notice of Offer by
Matewan BancShares, Inc.
to Purchase for Cash Up To
114,500 Shares of its Convertible Preferred Stock,
Series A, 7.5%
at a Purchase Price Not in Excess of $26.50
Nor Less Than $24.00 per Share
<PAGE>
Matewan BancShares, Inc., a Delaware corporation (the "Company"), invites its
shareholders to tender up to 114,500 shares of its Convertible Preferred Stock,
Series A, 7.5%, par value $1.00 (the "Shares"), to the Company at prices not in
excess of $26.50 per Share specified by tendering shareholders, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated April 30,
1997 (the "Offer to Purchase") and in the related Letter of Transmittal (which
together constitute the "Offer").
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON FRIDAY, MAY 30, 1997, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON A MINIMUM OF 100,000 SHARES BEING PROPERLY
TENDERED AND NOT WITHDRAWN, HOWEVER, THE COMPANY RESERVES THE RIGHT BUT WILL NOT
BE OBLIGATED TO PURCHASE A LESSER NUMBER OF SHARES IF THE MINIMUM NUMBER OF
SHARES ARE NOT PROPERLY TENDERED.
Neither the Company nor the Dealer Manager makes any recommendation to any
shareholders as to whether to tender or refrain from tendering Shares. The
Company has been advised that no directors or Executive Officers of the Company
intend to tender any Shares pursuant to the Offer. Each shareholder must make
his or her own decision whether to tender Shares and, if so, how many Shares to
tender and the price or prices at which Shares should be tendered.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE SHAREHOLDERS DECIDE WHETHER TO
ACCEPT OR REJECT THE OFFER. They have been mailed to record owners of Shares and
have been furnished to brokers, banks and similar persons whose names or the
names of whose nominees appear on the Company's shareholder list (or, if
applicable, who are listed as participants in a clearing agency's security
position listing) for transmittal to beneficial owners of Shares.
Additional copies of the Offer to Purchase and the Letter of Transmittal may be
obtained from the Information Agent, or the Dealer Manager and will be furnished
promptly at the Company's expense. Questions and requests for assistance may be
directed to the Information Agent or the Dealer Manager at their respective
addresses set forth below. Shareholders may also contact their local broker,
dealer, commercial bank or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, N.Y. 10005
(212) 269-5550 (Call Collect)
or
(800) 290-6427 (Toll-Free)
The Dealer Manager for the Offer is:
Wheat First Butcher Singer
Riverfront Plaza
901 East Byrd Street
Richmond, Virginia 23219
(804) 649-2311 (Call Collect)
or
(800) 999-4328 (Toll-Free)
May 1, 1997
