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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
Issuer Tender Offer Statement
(Amendment No. 1)
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
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HENDERSON CITIZENS BANCSHARES, INC.
(Name of issuer)
HENDERSON CITIZENS BANCSHARES, INC.
(Name of Person(s) Filing Statement)
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Common Stock, par value, $5.00 per share
(Title of Class of Securities)
42474A 10 6
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(CUSIP Number of Class of Securities)
MILTON S. MCGEE, JR.
President
Henderson Citizens Bancshares, Inc.
201 West Main Street, P.O. Box 1009
Henderson, TX 75653
(903) 657-8521
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the person(s) filing statement)
October 15, 1997
(Date tender offer first published, sent or given to security holders)
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Copy To:
BRIAN R. MAREK
Jenkens & Gilchrist, a Professional Corporation
Suite 3200
1445 Ross Avenue
Dallas, Texas 75202
(214) 855-4500
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$2,030,000 $406.00
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* Calculated solely for purposes of determining the filing fee, based
upon the purchase of 140,000 shares at the maximum tender offer price
per share of $14.50.
X Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid: 406.00 Filing Party: Henderson Citizens Bancshares, Inc.
Form or Registration No.: Schedule 13E-4 Date File: October 15, 1997
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This Amendment No. 1 amends and supplements the Rule 13E-4 Issuer Tender
Offer Statement on Schedule 13E-4 dated October 15, 1997 (the "Schedule
13E-4"), filed by Henderson Citizens Bancshares, Inc., a Texas corporation
(the "Company"), in connection with the Company's offer to purchase up to
140,000 shares of its common stock, $5.00 par value per share (the "Shares"),
at a price, net to the seller in cash, of $14.50 per Share, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated October 15, 1997 (the "Offer to Purchase"), and the
related Letter of Transmittal (which together with the Offer to Purchase,
constitutes the "Offer"), copies of which were previously filed as Exhibits
(a)(1) and (a)(2) to the Schedule 13E-4, respectively, and incorporated by
reference therein. Terms defined in the Schedule 13E-4 and not separately
defined herein shall have the meaning specified in the Schedule 13E-4.
The following information amends the information previously included in
the Schedule 13E-4.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(6) Form of Letter to Shareholders of the Company from Milton S. McGee,
Jr., dated November 10, 1997.
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.
HENDERSON CITIZENS BANCSHARES, INC.
By: /s/ Rebecca G. Tanner
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Name: Rebecca G. Tanner
Title: Chief Accounting Officer
Dated: November 11, 1997
2
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.(a)(6) Form of Letter to Shareholders of the Company from Milton S.
McGee, Jr., dated November 10, 1997.
3
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EXHIBIT 99.(a)(6)
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[ON LETTERHEAD OF CITIZENS HENDERSON BANCSHARES, INC.]
November 10, 1997
- IMPORTANT INFORMATION REGARDING THE TENDER OFFER -
Dear Shareholder:
Last month, we mailed to all of the shareholders of Henderson Citizens
Bancshares, Inc. (the "Company") an Offer to Purchase dated October 15, 1997
and related Letter of Transmittal (which together constitute the "Offer") in
connection with the Company's tender offer to purchase up to 140,000 shares
of its common stock (the "Shares") at a price of $14.50 net per share to the
seller in cash. A number of you have tendered your Shares, and we appreciate
your participation in the Offer. All of our shareholders, even those who
have already tendered their Shares, should be advised that, for the reasons
described herein, the Offer, which was originally scheduled to expire on
November 12, 1997, has been extended so as to expire on Thursday, November
20, 1997, at 10:00 a.m., Central Standard Time (the "Extended Expiration
Date").
As described in detail below, we have made a few refinements to the terms
of the Offer - none of which, however, affect the price being offered for
your Shares, the method by which you may tender your Shares, or your right to
withdraw from the Offer. Please note that if you have already tendered your
Shares to the Company you need not do anything if you wish to have your
Shares purchased by the Company. If you have not already tendered your Share
and you wish to do so, you may tender your Shares to the Company until the
Extended Expiration Date in accordance with the instructions described in the
Offer. You may continue to use the "blue" Letter of Transmittal which you
received with the Offer to Purchase last month.
The discussion under the numbered paragraphs in this letter correspond to
the numbered sections to the Offer to Purchase.
1. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER; PLANS OF THE COMPANY
AFTER THE OFFER
Among other features, Section 1 to the Offer to Purchase generally
described the effect that the tender offer transaction may have on the market
for your Shares following conclusion of the Offer. In particular, we note
that the fifth paragraph of Section 1 to the Offer to Purchase states that
"The Company believes that its purchase of Shares pursuant to the Offer may
result in the Common Stock becoming eligible for suspension of its reporting
requirements under the Exchange Act." As described in Section 1, in order to
suspend its reporting obligations under the Exchange Act the Company must
have fewer than 300 shareholders of record. As of the date of this letter,
the Company has approximately 462 shareholders of record. Thus, in order for
the Company to be eligible to suspend reporting under the Exchange Act, a
minimum of 163 shareholders would have to tender all of their Shares in the
Offer. Only 24 shareholders have tendered their Shares to date, and with the
Tender Offer scheduled to expire within the next couple of days, the Board of
Directors of the Company no longer believes the quoted statement above to be
true.
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Accordingly, the Company believes that its repurchase of shares of common
stock in the Offer will NOT result in the common stock of the Company
becoming eligible for suspension of the reporting requirements under the
Exchange Act. Accordingly, the last sentence of the fifth paragraph and the
entire sixth paragraph of Section 1 to the Offer to Purchase should be
disregarded as they are no longer applicable. So long as the Company
maintains more than 300 record shareholders, it will continue to satisfy its
reporting obligations under the Exchange Act.
SECTION 4 - NUMBER OF SHARES; PRORATION: EXTENSION OF THE OFFER
SECTION 5 - TENDERS BY HOLDERS OF FEWER THAN ONE HUNDRED (100) SHARES
The second paragraph of Section 4 to the Offer to Purchase generally
describes the method by which the Company will purchase Shares in the event
that more than 140,000 Shares are validly tendered in the Offer - an
oversubscription. Please be advised that subparagraph (b) to the second
paragraph of Section 4 to the Offer to Purchase should be disregarded.
Accordingly, in the event of oversubscription, shareholders who would own
fewer than 100 Shares after giving effect to the intended prorationing will
not be given a purchase preference as previously described. It is important
to note, however, that this change will only have any operative effect in the
event the Offer is oversubscribed, which the Company currently believes to be
unlikely.
The preference given to holders of fewer than 100 shares who tender all
of their Shares in the Offer will continue to be given effect in the event of
oversubscription. However, the Company will no longer limit this preference
only to those shareholders who beneficially owned fewer than 100 Shares as of
September 30, 1997, but will offer the preference to all shareholders owning
fewer than 100 shares through the Extended Expiration Date. Accordingly,
please disregard any reference to "September 30, 1997" found in Section 5 and
the second paragraph to Section 4 of the Offer to Purchase. Thus, in the
event of oversubscription, the Company will give effect to this preference to
any shareholder owning beneficially an aggregate of less than 100 Shares and
who tenders all such Shares. Again, this change would only have any
operative effect in the event the Offer is oversubscribed, which the Company
currently believes to be unlikely.
SECTION 9 - CONDITIONAL TENDER OF SHARES
Section 9 generally describes the mechanism whereby a shareholder may
tender Shares on the condition that the Company accept for purchase a minimum
number of the Shares so tendered, if any are to be purchased. In the event
of oversubscription and prorationing, please be advised that the Company will
accept conditional tenders only after the Company first accepts all
securities tendered by shareholders not electing to make a conditional
tender. Again, this change would only have any operative effect in the event
the Offer is oversubscribed, which the Company currently believes to be
unlikely.
SECTION 10 - CERTAIN CONDITIONS OF THE OFFER
In support its belief that the Offer is not likely to result in the
Company having fewer than 300 shareholders of record, the Board of Directors
has decided to implement an appropriate safeguard - a condition to the Offer
providing that the Company will terminate the Offer in the
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event that the acceptance of all shares tendered in the Offer would thereby
cause the Company to have fewer than 300 shareholders of record.
Accordingly, the first paragraph of Section 10 to the Offer to Purchase
is amended and restated in its entirety to, among other refinements, provide
for a new subparagraph (e) as follows:
"Notwithstanding any other term of the Offer, the Company may, at its
option, withdraw the Offer and shall not be required to accept for payment or
purchase or pay for any Shares tendered, if, before termination of the Offer,
any of the following events shall have occurred (or shall have been
determined by the Company to have occurred) that, in the Company's judgment
in any such case and regardless of the circumstances giving rise thereto
(including any action or omission to act by the Company), makes it
inadvisable to proceed with the Offer or with such acceptance for payment or
payment:
(a) there shall have been instituted or threatened any action or
proceeding before any court or administrative agency which (i) challenges
the acquisition of Shares pursuant to the Offer or otherwise relates in any
manner to the Offer or (ii) in the judgment of the Company could otherwise
materially and adversely affect the Company; or
(b) any action shall have been taken, or any statute, rule,
regulation or order shall have been proposed, enacted, enforced, or deemed
to be applicable to the Offer, by any government or governmental agency or
other regulatory administrative authority, domestic or foreign, which, in
the judgment of the Company would or might prohibit, restrict or delay
consummation of the Offer or materially impair the contemplated benefits of
the Offer to the Company; or
(c) there shall have occurred any commencement of armed hostilities
directly or indirectly involving the United States or there shall have
occurred any national emergency, banking moratorium or suspension of
payments by banks in the United States; or
(d) any change shall occur or be threatened in the business,
condition (financial or otherwise), operations, stock ownership, or
prospects of the Company or either of the Subsidiary Banks, which, in the
judgment of the Company, is or may be material to the Company or either of
the Subsidiary Banks, any of which, in the reasonable judgment of the
Company, makes it inadvisable to proceed with such acceptance, purchase or
payment; or
(e) the acceptance by the Company of all Shares validly tendered
pursuant to the Offer shall immediately result in the Company having fewer
than 300 shareholders of record.
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If you have any questions regarding any of the foregoing information or
the mechanics for properly tendering your Shares to the Company, please call
me at (903) 657-8521.
Very truly yours,
HENDERSON CITIZENS BANCSHARES, INC.
/s/ Milton S. McGee, Jr.
Milton S. McGee, Jr.
Chairman of the Board
