As filed with the Securities and Exchange Commission on November 20, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
FFY FINANCIAL CORP.
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(Name of issuer)
FFY FINANCIAL CORP.
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(Name of Person(s) Filing Statement)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
30242U 10 8
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(CUSIP Number of Class of Securities)
Jeffrey L. Francis
FFY Financial Corp.
724 Boardman-Poland Road
Youngstown, Ohio 44512
(330) 726-3396
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
James S. Fleischer, P.C.
Martin L. Meyrowitz, P.C.
Silver, Freedman & Taff, L.L.P.
1100 New York Avenue, N.W.
Washington, D.C. 20005 (202) 414-6100
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(Agent for Service of Process)
November 20, 1996
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(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$39,000,000 $7,800
* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 1,500,000 shares at the maximum tender offer price of $26.00 per
share.
[ ] Check box if any of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
Item 1. Security and Issuer.
(a) The issuer of the securities to which this Schedule 13E-4 relates is
FFY Financial Corp., a Delaware corporation (the "Company"), and the address of
its principal executive office, and its mailing address, is 724 Boardman-Poland
Road, Youngstown, Ohio 44512.
(b) This Schedule 13E-4 relates to the offer by the Company to purchase up
to 1,500,000 shares (or such lesser number of shares as are properly tendered)
of its common stock, $0.01 par value per share (the "Shares"), 5,117,198 of
which Shares were outstanding as of November 18, 1996, at prices not in excess
of $26.00 nor less than $24.00 per Share in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated November 20, 1996 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which together
constitute the "Offer"), copies of which are attached as Exhibits (a)(1) and
(a)(2), respectively, and incorporated herein by reference. Officers and
directors of the Company may participate in the Offer on the same basis as the
Company's other stockholders. The Company has been advised that no director or
executive officer of the Company intends to tender any Shares pursuant to the
Offer. The Company has also been advised that the trustee of the Company's
Employee Stock Ownership Plan does not intend to tender any Shares pursuant to
the Offer. The information set forth in "Introduction", "Section 1, Number of
Shares; Proration" and "Section 12, Interest of Directors and Officers;
Transactions and Arrangements Concerning Shares" of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in "Introduction" and "Section 8, Price Range
of Shares; Dividends" of the Offer to Purchase is incorporated herein by
reference.
(d) Not applicable.
Item 2. Source and Amount of Funds or Other Consideration.
(a) The information set forth in "Section 11, Source and Amount of Funds"
of the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
(a)-(j) The information set forth in "Introduction" and "Section 11, Source
and Amount of Funds," "Section 9, Purpose of the Offer; Certain Effects of the
Offer," "Section 12, Interest of Directors and Officers; Transactions and
Arrangements Concerning Shares" and "Section 13, Effects of the Offer on the
Market for Shares; Registration under the Exchange Act" of the Offer to Purchase
is incorporated herein by reference.
Item 4. Interest in Securities of the Issuer.
The information set forth in "Section 12, Interest of Directors and
Officers; Transactions and Arrangements Concerning Shares" and "Schedule A" of
the Offer to Purchase is incorporated herein by reference.
Item 5. Contracts, Arrangements, Understandings or Relationships with Respect
to the Issuer's Securities.
The information set forth in "Introduction" and "Section 11, Source and
Amount of Funds," "Section 9, Purpose of the Offer; Certain Effects of the
Offer," and "Section 12, Interest of Directors and Officers; Transactions and
Arrangements Concerning Shares" of the Offer to Purchase is incorporated herein
by reference.
Item 6. Persons Retained, Employed, or to be Compensated.
The information set forth in "Introduction" and "Section 17, Fees and
Expenses" of the Offer to Purchase is incorporated herein by reference.
Item 7. Financial Condition.
(a)-(b) The information set forth in "Section 10, Certain Information
Concerning the Company" of the Offer to Purchase is incorporated herein by
reference.
Item 8. Additional Information.
(a) Not applicable.
(b) The information set forth in "Section 14, Certain Legal Matters;
Regulatory Approvals" of the Offer to Purchase is incorporated
herein by reference.
(c) The information set forth in "Section 13, Effects of the Offer on
the Market for Shares; Registration under the Exchange Act" of
the Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
(e) The information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
(a) (1) Form of Offer to Purchase, dated November 20, 1996.
(2) Form of Letter of Transmittal (including Certification of
Taxpayer Identification Number on Form W-9).
(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(4) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(including the Instruction Form).
(5) Form of Letter to Stockholders of the Company, dated
November 20, 1996, from Jeffrey Francis, President of the
Company.
(6) Form of Memorandum, dated November 20, 1996, to the
Company's employees.
(7) Form of Question and Answer Brochure.
(8) Text of Press Release issued by the Company, dated November
20, 1996.
(9) Text of Press Announcement to be published in local and
regional newspapers on or after November 20, 1996.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 13E-4 is true, complete and
correct.
November 20, 1996 FFY FINANCIAL CORP.
By: /s/ JEFFREY L. FRANCIS
-------------------------------------
Jeffrey L. Francis
President and Chief Executive Officer
Exhibit (a)(1)
FFY FINANCIAL CORP.
Offer to Purchase for Cash
Up to 1,500,000 Shares of its
Common Stock, Par Value $0.01 Per Share
At a Purchase Price Not Greater Than $26.00
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, DECEMBER 20, 1996,
UNLESS THE OFFER IS EXTENDED
--------------------
FFY Financial Corp., a Delaware corporation (the "Company"), invites
its stockholders to tender shares of its Common Stock, par value $0.01 per
share (the "Shares"), at prices, net to the seller in cash, without interest
thereon, not greater than $26.00 nor less than $24.00 per Share specified by
such tendering stockholders, upon the terms and subject to the conditions
set forth herein and in the related Letter of Transmittal (which together
constitute the "Offer"). The Company will determine a single per Share price
(not greater than $26.00 nor less than $24.00 per Share) that it will pay
for the Shares validly tendered pursuant to the Offer and not withdrawn (the
"Purchase Price"), taking into consideration the number of Shares so
tendered and the prices specified by the tendering stockholders. The Company
will select the lowest Purchase Price that will enable it to purchase
1,500,000 Shares (or such lesser number of Shares as are validly tendered
and not withdrawn at prices not greater than $26.00 nor less than $24.00 per
Share) pursuant to the Offer. The Company will purchase all Shares validly
tendered at prices at or below the Purchase Price and not withdrawn on or
prior to the Expiration Date (as defined in Section 1), upon the terms and
subject to the conditions of the Offer, including the provisions thereof
relating to proration and conditional tenders described herein. The Purchase
Price will be paid in cash, net to the seller, without interest thereon,
with respect to all Shares purchased. All Shares tendered at prices in
excess of the Purchase Price, Shares not purchased because of proration and
Shares that were conditionally tendered and not accepted for purchase will
be returned. Stockholders must complete the section of the Letter of
Transmittal relating to the price at which they are tendering Shares in
order to validly tender Shares.
--------------------
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7.
--------------------
IMPORTANT
Any stockholder desiring to tender all or any portion of his or her
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, mail or deliver it and any other required documents to The
Fifth Third Bank (the "Depositary"), and either mail or deliver the
certificates representing Shares to be tendered to the Depositary along with
the Letter of Transmittal or deliver such Shares pursuant to the procedure
for book-entry transfer set forth in Section 3 or (2) request his or her
broker, dealer, commercial bank, trust company or nominee to effect the
transaction for him or her. A stockholder whose Shares are registered in the
name of a broker, dealer, commercial bank, trust company or nominee must
contact such broker, dealer, commercial bank, trust company or nominee if he
or she desires to tender such Shares.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH
STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY TO TENDER AND AT WHAT PRICE.
THE COMPANY HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE
OFFICER INTENDS TO TENDER SHARES PURSUANT TO THE OFFER.
The Dealer Managers for the Offer are:
Friedman, Billings, Ramsey & Co., Inc. Sandler O'Neill & Partners, L.P.
The date of this Offer to Purchase is November 20, 1996
As of November 18, 1996, the Company had issued and outstanding
5,117,198 Shares and 288,897 Shares issuable upon exercise of outstanding
stock options under the Company's stock option and incentive plan. The
1,500,000 Shares that the Company is offering to purchase pursuant to the
Offer represent approximately 29.3% of the Shares then outstanding. The
Shares are traded on the Nasdaq National Market. The Shares trade under the
symbol "FFYF." On November 18, 1996, the closing price of the Shares as
reported on the Nasdaq National Market was $24.875 per Share. STOCKHOLDERS
ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
TO TENDER SHARES PROPERLY, STOCKHOLDERS MUST COMPLETE THE SECTION OF
THE LETTER OF TRANSMITTAL RELATING TO THE PRICE AT WHICH THEY ARE TENDERING
SHARES.
Questions or requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or other tender offer materials
may be directed to the Information Agent or the Dealer Managers at their
respective addresses and telephone numbers set forth on the back cover of
this Offer to Purchase, and such copies will be furnished promptly at the
Company's expense. Stockholders may also contact their local broker, dealer,
commercial bank or trust company for assistance concerning the Offer.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF
THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER 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
HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH
RECOMMENDATION AND SUCH OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
INTRODUCTION 1
1. NUMBER OF SHARES; PRORATION 2
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES 3
3. PROCEDURE FOR TENDERING SHARES 3
4. WITHDRAWAL RIGHTS 6
5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE 7
6. CONDITIONAL TENDER OF SHARES 8
7. CERTAIN CONDITIONS OF THE OFFER 8
8. PRICE RANGE OF SHARES; DIVIDENDS 10
9. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER 10
10. CERTAIN INFORMATION CONCERNING THE COMPANY 12
11. SOURCE AND AMOUNT OF FUNDS 17
12. INTEREST OF DIRECTORS AND OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING SHARES 17
13. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION
UNDER THE EXCHANGE ACT 18
14. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS 18
15. CERTAIN FEDERAL INCOME TAX CONSEQUENCES 18
16. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS 21
17. FEES AND EXPENSES 22
18. MISCELLANEOUS 22
SCHEDULE A CERTAIN TRANSACTIONS INVOLVING SHARES
BY THE COMPANY OR ITS EXECUTIVE OFFICERS
OR DIRECTORS S-1
</TABLE>
To the Holders of Shares of Common Stock of
FFY Financial Corp:
INTRODUCTION
FFY Financial Corp., a Delaware corporation (the "Company"), invites
its stockholders to tender shares of its Common Stock, par value $0.01 per
share (the "Shares") at a price, net to the seller in cash, without interest
thereon, not greater than $26.00 nor less than $24.00 per Share specified by
such tendering stockholders, upon the terms and subject to the conditions
set forth herein and in the related Letter of Transmittal (which together
constitute the "Offer").
The Company will determine a single per Share price (not greater than
$26.00 nor less than $24.00 per Share) that it will pay for the Shares
validly tendered pursuant to the Offer and not withdrawn (the "Purchase
Price"), taking into account the number of Shares so tendered and the prices
specified by tendering stockholders. The Company will select the lowest
Purchase Price that will enable it to purchase 1,500,000 Shares (or such
lesser number of Shares as is validly tendered and not withdrawn at prices
not greater than $26.00 nor less than $24.00 per Share) pursuant to the
Offer. The Company will purchase all Shares validly tendered at prices at or
below the Purchase Price and not withdrawn on or prior to the Expiration
Date (as defined in Section 1), upon the terms and subject to the conditions
of the Offer, including the provisions relating to proration and conditional
tenders described below. The Purchase Price will be paid in cash, net to the
seller, without interest thereon, with respect to all Shares purchased.
Shares tendered at prices in excess of the Purchase Price, Shares not
purchased because of proration and Shares that were conditionally tendered
and not accepted for purchase will be returned.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 7.
If more than 1,500,000 Shares have been validly tendered at or below
the Purchase Price and not withdrawn on or prior to the Expiration Date, the
Company will purchase Shares first from stockholders who owned beneficially
as of the close of business on November 18, 1996, and continue to own
beneficially as of the Expiration Date, an aggregate of fewer than 100
Shares who properly tender all their Shares at or below the Purchase Price,
and then on a pro rata basis from all other stockholders who validly tender
Shares at or below the Purchase Price, other than stockholders who tender
conditionally, and for whom the condition is not satisfied. See Sections 1,
2 and 6. Tendering stockholders will not be obligated to pay brokerage
commissions, solicitation fees or, subject to the Instructions to the Letter
of Transmittal, stock transfer taxes on the purchase of Shares by the
Company. The Company will pay the expenses of Friedman, Billings, Ramsey &
Co., Inc. and Sandler O'Neill & Partners, L.P. (the "Dealer Managers"), The
Fifth Third Bank (the "Depositary") and D.F. King & Co., Inc. (the
"Information Agent") incurred in connection with the Offer. See Section 17.
ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE AND SIGN THE
SUBSTITUTE FORM W-9 THAT IS INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE
SUBJECT TO UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31%
OF THE GROSS PROCEEDS PAYABLE TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO
THE OFFER. SEE SECTIONS 3 AND 15.
As of November 18, 1996, the Company's Employee Stock Ownership Plan
("ESOP") held 527,361 Shares in accounts for participants therein. The
Company has been advised that the trustee of the ESOP does not intend to
tender any Shares pursuant to the Offer.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER. NEITHER THE
COMPANY NOR ITS BOARD OF DIRECTORS, HOWEVER, MAKES ANY RECOMMENDATION TO ANY
STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH STOCKHOLDER MUST
MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS BEEN ADVISED THAT
NO DIRECTOR OR EXECUTIVE OFFICER INTENDS TO TENDER SHARES PURSUANT TO THE
OFFER.
As of November 18, 1996, the Company had issued and outstanding
5,117,198 Shares, and 288,897 Shares issuable upon exercise of outstanding
stock options under the Company's stock option and incentive plan. The
1,500,000 Shares that the Company is offering to purchase pursuant to the
Offer represent approximately 29.3% of the Shares then outstanding.
The Shares are traded on the Nasdaq National Market ("NNM"). The
Shares trade under the symbol "FFYF." On November 18, 1996, the closing
price of the Shares on the NNM was $24.875 per Share. See Section 8.
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
1. NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions described herein and in
the Letter of Transmittal, the Company will purchase up to 1,500,000 Shares
that are validly tendered on or prior to the Expiration Date (as defined
below) (and not properly withdrawn in accordance with Section 4) at a price
(determined in the manner set forth below) not greater than $26.00 nor less
than $24.00 per Share. The later of 5:00 p.m., New York City time, on
Friday, December 20, 1996, or the latest time and date to which the Offer is
extended pursuant to Section 16, is referred to herein as the "Expiration
Date." If the Offer is oversubscribed as described below, only Shares
tendered at or below the Purchase Price on or prior to the Expiration Date
will be eligible for proration. The proration period also expires on the
Expiration Date.
The Company will determine the Purchase Price taking into
consideration the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price
that will enable it to purchase 1,500,000 Shares (or such lesser number of
Shares as is validly tendered and not withdrawn at prices not greater than
$26.00 nor less than $24.00 per Share) pursuant to the Offer. Subject to
Section 16, the Company reserves the right to purchase more than 1,500,000
Shares pursuant to the Offer, but does not currently plan to do so. The
Offer is not conditioned on any minimum number of Shares being tendered. The
Offer is, however, subject to certain other conditions. See Section 7.
In accordance with Instruction 5 of the Letter of Transmittal, each
stockholder who wishes to tender Shares must specify the price (not greater
than $26.00 nor less than $24.00 per Share) at which such stockholder is
willing to have the Company purchase such Shares. As promptly as practicable
following the Expiration Date, the Company will determine the Purchase Price
(not greater than $26.00 nor less than $24.00 per Share) that it will pay
for Shares validly tendered and not withdrawn pursuant to the Offer, taking
into account the number of Shares so tendered and the prices specified by
tendering stockholders. All Shares purchased pursuant to the Offer will be
purchased at the Purchase Price. All Shares not purchased pursuant to the
Offer, including Shares tendered at prices greater than the Purchase Price
and Shares not purchased because of proration or because they were
conditionally tendered and not accepted for purchase, will be returned to
the tendering stockholders at the Company's expense as promptly as
practicable following the Expiration Date.
Upon the terms and subject to the conditions of the Offer, if
1,500,000 or fewer Shares have been validly tendered at or below the
Purchase Price and not withdrawn on or prior to the Expiration Date, the
Company will purchase all such Shares. Upon the terms and subject to the
conditions of the Offer, if more than 1,500,000 Shares have been validly
tendered at or below the Purchase Price and not withdrawn on or prior to the
Expiration Date, the Company will purchase Shares in the following order of
priority:
(a) first, all Shares validly tendered at or below the Purchase
Price and not withdrawn on or prior to the Expiration Date by or on
behalf of any stockholder who owned beneficially, as of the close of
business on November 18, 1996 and continues to own beneficially as of
the Expiration Date, an aggregate of fewer than 100 Shares and who
validly tenders all of such Shares (partial and conditional tenders
will not qualify for this preference) and completes the box captioned
"Odd Lots" on the Letter of Transmittal; and
(b) then, after purchase of all of the foregoing Shares, subject
to the conditional tender provisions described in Section 6, all other
Shares validly tendered at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date on a pro rata basis, if
necessary (with appropriate adjustments to avoid purchases of
fractional Shares).
If proration of tendered Shares is required, (i) because of the
difficulty in determining the number of Shares validly tendered, and (ii) as
a result of the "odd lot" procedure described in Section 2, and (iii) as a
result of the conditional tender procedure described in Section 6, the
Company does not expect that it would be able to announce the final
proration factor or to commence payment for any Shares purchased pursuant to
the Offer until approximately seven NNM trading days after the Expiration
Date. Preliminary results of proration will be announced by press release as
promptly as practicable after the Expiration Date. Holders of Shares may
obtain such preliminary information from the Dealer Managers or the
Information Agent.
The Company expressly reserves the right, in its sole discretion, at
any time or from time to time, to extend the period of time during which the
Offer is open by giving oral or written notice of such extension to the
Depositary and making a public announcement thereof. See Section 16. There
can be no assurance, however, that the Company will exercise its right to
extend the Offer.
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.
Copies of this Offer to Purchase and the related Letter of Transmittal
are being mailed to record holders of Shares and will be furnished to
brokers, banks and similar persons whose names, or the names of whose
nominees, appear on the Company's stockholder list or, if applicable, who
are listed as participants in a clearing agency's security position listing
for subsequent transmittal to beneficial owners of Shares.
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES
Except to the extent that the Company's purchase would result in the
delisting of the Shares on the NNM, all Shares validly tendered at or below
the Purchase Price and not withdrawn on or prior to the Expiration Date by
or on behalf of any stockholder who owned beneficially, as of the close of
business on November 18, 1996, and continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares, will be accepted for
purchase before proration, if any, of other tendered Shares. Partial or
conditional tenders will not qualify for this preference, and it is not
available to beneficial holders of 100 or more Shares, even if such holders
have separate stock certificates for fewer than 100 Shares. By accepting the
Offer, a stockholder owning beneficially fewer than 100 Shares will avoid
the payment of brokerage commissions and the applicable odd lot discount
payable in a sale of such Shares in a transaction effected on a securities
exchange.
As of November 18, 1996, there were approximately 1,639 holders of
record of Shares. Approximately 366 of these holders of record held
individually fewer than 100 Shares and held in the aggregate approximately
13,532 Shares. Because of the large number of Shares held in the names of
brokers and nominees, the Company is unable to estimate the number of
beneficial owners of fewer than 100 Shares or the aggregate number of Shares
they own. Any stockholder wishing to tender all of his or her Shares
pursuant to this Section should complete the box captioned "Odd Lots" on the
Letter of Transmittal.
3. PROCEDURE FOR TENDERING SHARES
To tender Shares validly pursuant to the Offer, a properly completed
and duly executed Letter of Transmittal or facsimile thereof, together 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 (i)
certificates for the Shares to be tendered must be received by the
Depositary at such address or (ii) such Shares must be delivered pursuant to
the procedures for book-entry transfer described below (and a confirmation
of such delivery received by the Depositary), in each case on or prior to
the Expiration Date.
IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, IN
ORDER TO TENDER SHARES PURSUANT TO THE OFFER, A STOCKHOLDER MUST INDICATE IN
THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE
BEING TENDERED" ON THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF
$0.125) AT WHICH SUCH SHARES ARE BEING TENDERED, EXCEPT THAT ANY STOCKHOLDER
WHO OWNED BENEFICIALLY AS OF THE CLOSE OF BUSINESS ON NOVEMBER 18, 1996, AND
CONTINUES TO OWN BENEFICIALLY AS OF THE EXPIRATION DATE, AN AGGREGATE OF
FEWER THAN 100 SHARES MAY CHECK THE BOX IN THE SECTION OF THE LETTER OF
TRANSMITTAL ENTITLED "ODD LOTS" INDICATING THAT THE STOCKHOLDER IS TENDERING
ALL OF SUCH STOCKHOLDER'S SHARES AT THE PURCHASE PRICE. Stockholders wishing
to tender Shares at more than one price must complete separate Letters of
Transmittal for each price at which such Shares are being tendered. The same
Shares cannot be tendered at more than one price. FOR A TENDER OF SHARES TO
BE VALID, A PRICE BOX, BUT ONLY ONE PRICE BOX, ON EACH LETTER OF TRANSMITTAL
MUST BE CHECKED.
The Depositary will establish an account with respect to the Shares at
The Depository Trust Company ("DTC") or Philadelphia Depository Trust
Company ("PDTC") (hereinafter 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, and 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. Although delivery of Shares may be
effected through book-entry transfer, a properly completed and duly executed
Letter of Transmittal or a manually signed copy thereof, or an Agent's
Message (as defined below), together with any required signature guarantees
and any other required documents, must, in any case, be transmitted to and
received by the Depositary at its address set forth on the back cover of
this Offer to Purchase on or prior to the Expiration Date. Delivery of
required documents to one of the Book-Entry Transfer Facilities in
accordance with its procedures does not constitute delivery to the
Depositary and will not constitute a valid tender.
The term "Agent's Message" means a message transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of
a Book-Entry confirmation, which states that such Book-Entry Transfer
Facility has received an express acknowledgement from the participant in
such Book-Entry Transfer Facility tendering the Shares, that such
participant has received and agrees to be bound by the terms of the Letter
of Transmittal and that the Company may enforce such agreement against the
participant.
Dividend Reinvestment and Stock Purchase Plan. The Depositary for the
Offer also acts as the agent of participants in the Company's Dividend
Reinvestment and Stock Purchase Plan (the "DRIP"). Participants in the DRIP
may use the Letter of Transmittal to tender such participants' Shares in the
Offer by completing the box captioned "The Following is to be Completed Only
by Participants in the FFY Financial Corp. Dividend Reinvestment and Stock
Purchase Plan" on the Letter of Transmittal. Each participant may direct
that all, some or none of the Shares credited to the participant's account
are to be tendered. Stockholders who intend to tender Shares held in the
DRIP in addition to Shares which are not held in the DRIP may use one Letter
of Transmittal to tender all of such Shares if such participant wishes to
tender all such Shares at the same price (even if such stockholders have
received more than one copy of the Offer). Separate Letters of Transmittal
must be used if a participant in the DRIP intends to tender Shares held in
the DRIP and Shares not held in the DRIP at different prices. See
Instruction 10 to the Letter of Transmittal. Participants in the DRIP who do
not wish to tender their shares held in the DRIP do not need to take any
action. Participants may complete the box captioned "The Following is to be
Completed Only by Participants in the FFY Financial Corp. Dividend
Reinvestment and Stock Purchase Plan" on only one Letter of Transmittal
submitted by such participant. If a participant submits more than one Letter
of Transmittal and completes such box on more than one Letter of
Transmittal, the participant will be deemed to have elected to tender all
Shares allocated to the stockholder's account under the DRIP at the lowest
of the prices specified in such Letters of Transmittal. Participants in the
DRIP who wish to tender the Shares that were allocated to their accounts
under the DRIP on November 20, 1996, in connection with the payment of the
Company's quarterly dividend on November 14, 1996, should so indicate on the
Letter of Transmittal. Participants in the DRIP may determine the
approximate number of Shares allocated to them on November 20, 1996 under
the DRIP after 4:00 P.M. New York City time on that day by reference to the
average of the high and low trade prices of the Company's Shares on November
15, 1996 (which may be obtained from the Information Agent or from brokers),
taking into account that the dividend per share paid on November 14, 1996
(which was used to purchase Shares under the DRIP for participants in the
DRIP) was $0.175. Participants in the DRIP may withdraw such Shares by
following the procedure for withdrawal of Shares before 5:00 P.M. New York
City time, on the Expiration Date. See Section 4.
Except as set forth below, all signatures on a Letter of Transmittal
must be guaranteed by a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc.,
or by a commercial bank, a trust company, a savings bank, a savings and loan
association or a credit union which has membership in an approved Signature
Guarantee Medallion Program (each of the foregoing being referred to as an
"Eligible Institution"). Signatures on a Letter of Transmittal need not be
guaranteed if (a) the Letter of Transmittal is signed by the registered
holder of the Shares (which term, for the purposes of this Section, includes
any participant in any Book-Entry Transfer Facility whose name appears on a
security position listing as the holder of the Shares) tendered therewith
and such holder has not completed the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on the
Letter of Transmittal or (b) such Shares are tendered for the account of an
Eligible Institution. See Instructions 1 and 6 of the Letter of Transmittal.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS
AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.
TO PREVENT UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL
TO 31% OF THE GROSS PAYMENTS MADE PURSUANT TO THE OFFER, EACH TENDERING
STOCKHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH STOCKHOLDER'S CORRECT
TAXPAYER IDENTIFICATION NUMBER AND CERTAIN OTHER INFORMATION BY PROPERLY
COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL.
FOREIGN STOCKHOLDERS (AS DEFINED IN SECTION 15) MUST SUBMIT A PROPERLY
COMPLETED FORM W-8 (WHICH MAY BE OBTAINED FROM THE DEPOSITARY) IN ORDER TO
PREVENT BACKUP WITHHOLDING. IN GENERAL, BACKUP WITHHOLDING DOES NOT APPLY TO
CORPORATIONS OR TO FOREIGN STOCKHOLDERS SUBJECT TO 30% (OR LOWER TREATY
RATE) WITHHOLDING ON GROSS PAYMENTS RECEIVED PURSUANT TO THE OFFER (AS
DISCUSSED IN SECTION 15), For a discussion of certain federal income tax
consequences to tendering stockholders, see Section 15. EACH STOCKHOLDER IS
URGED TO CONSULT WITH HIS OR HER OWN TAX ADVISOR REGARDING HIS, HER OR ITS
QUALIFICATION FOR EXEMPTION FROM BACKUP WITHHOLDING AND THE PROCEDURE FOR
OBTAINING ANY APPLICABLE EXEMPTION.
It is a violation of Rule 14e promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), for a person to
tender Shares for his or her own account unless the person so tendering (i)
has a net long position equal to or greater than the amount of (x) Shares
tendered or (y) other securities immediately convertible into, exercisable
or exchangeable for the amount of Shares tendered and will acquire such
Shares for tender by conversion, exercise or exchange of such other
securities and (ii) will cause such Shares to be delivered in accordance
with the terms of the Offer. Rule 14e-4 provides a similar restriction
applicable to the tender on behalf of another person. The tender of Shares
pursuant to any one of the procedures described above will constitute the
tendering stockholder's representation and warranty that (i) such
stockholder has a net long position in the Shares being tendered within the
meaning of Rule 14e-4 promulgated under the Exchange Act, and (ii) the
tender of such Shares complies with Rule 14e-4. The Company's acceptance for
payment of Shares tendered pursuant to the Offer will constitute a binding
agreement between the tendering stockholder and the Company upon the terms
and subject to the conditions of the Offer.
All questions as to the Purchase Price, the form of documents, the
number of Shares to be accepted 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 or all tenders of Shares that it determines are not in proper
form or the acceptance for payment of or payment for Shares that may, in the
opinion of the Company's counsel, be unlawful. The Company also reserves the
absolute right to waive any defect or irregularity in any tender of any
particular Shares. None of the Company, the Dealer Managers, the Depositary,
the Information Agent or any other person is or will be under any duty to
give notice of any defect or irregularity in tenders, nor shall any of them
incur any liability for failure to give any such notice.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL (OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE)
AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST BE
DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS
DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND
THEREFORE WILL NOT BE DEEMED TO BE PROPERLY TENDERED.
4. WITHDRAWAL RIGHTS
Tenders of Shares made pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date. Thereafter, such tenders are irrevocable,
except that they may be withdrawn after 12:00 midnight, New York City time,
January 21, 1997 unless theretofore accepted for payment by the Company as
provided in this Offer to Purchase. If the Company extends the period of
time during which the Offer is open, is delayed in purchasing 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, on behalf of the Company, retain all Shares tendered, and such Shares
may not be withdrawn except as otherwise provided in this Section 4, 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 tendered securities promptly after the termination or withdrawal
of the tender offer.
Withdrawal of Shares Held in Physical Form. Tenders of Shares made
pursuant to the Offer may not be withdrawn after the Expiration Date, except
that they may be withdrawn after 12:00 midnight, New York City time, January
21, 1997 unless accepted for payment by the Company as provided in this
Offer to Purchase. For a withdrawal to be effective prior to that time, a
stockholder of Shares held in physical form must provide a written,
telegraphic or facsimile transmission notice of withdrawal to the Depositary
at its address set forth on the back cover page of this Offer to Purchase
before the Expiration Date, which notice must contain: (A) the name of the
person who tendered the Shares; (B) a description of the Shares to be
withdrawn; (C) the certificate numbers shown on the particular certificates
evidencing such Shares; (D) the signature of such stockholder executed in
the same manner as the original signature on the Letter of Transmittal
(including any signature guarantee (if such original signature was
guaranteed)); and (E) if such Shares are held by a new beneficial owner,
evidence satisfactory to the Company that the person withdrawing the tender
has succeeded to the beneficial ownership of the Shares. A purported notice
of withdrawal which lacks any of the required information will not be an
effective withdrawal of a tender previously made.
Withdrawal of Shares Held with the Book-Entry Transfer Facility.
Tenders of Shares made pursuant to the Offer may not be withdrawn after the
Expiration Date, except that they may be withdrawn after 12:00 midnight, New
York City time, January 21, 1997 unless accepted for payment by the Company
as provided in this Offer to Purchase. For a withdrawal to be effective
prior to that time, a stockholder of Shares held with any of the Book-Entry
Transfer Facilities must (i) call such stockholder's broker and instruct
such broker to withdraw such tender of Shares by debiting the Depositary's
account at such Book-Entry Transfer Facility of all Shares to be withdrawn;
and (ii) instruct such broker to provide a written, telegraphic or facsimile
transmission notice of withdrawal to the Depositary on or before the
Expiration Date. Such notice of withdrawal shall contain (A) the name of the
person who tendered the Shares; (B) a description of the Shares to be
withdrawn; and (C) if such Shares are held by a new beneficial owner,
evidence satisfactory to the Company that the person withdrawing the tender
has succeeded to the beneficial ownership of the Shares. A purported notice
of withdrawal which lacks any of the required information will not be an
effective withdrawal of a tender previously made.
Any permitted withdrawals of tenders of Shares may not be rescinded,
and any Shares so withdrawn will thereafter be deemed not validly tendered
for purposes of the Offer; provided, however, that withdrawn Shares may be
re-tendered by following the procedures for tendering prior to the
Expiration Date.
All questions as to the form and validity (including time of receipt)
of any notice of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all parties.
None of the Company, the Dealer Managers, the Depositary, the Information
Agent or any other person is or will be under any duty to give notification
of any defect or irregularity in any notice of withdrawal or incur any
liability for failure to give any such notification.
5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer and as
promptly as practicable after the Expiration Date, the Company will
determine the Purchase Price, taking into consideration the number of Shares
tendered and the prices specified by tendering stockholders, announce the
Purchase Price, and (subject to the proration and conditional tender
provisions of the Offer) accept for payment and pay the Purchase Price for
Shares validly tendered and not withdrawn at or below the Purchase Price.
Thereafter, payment for all Shares validly tendered on or prior to the
Expiration Date and accepted for payment pursuant to the Offer will be made
by the Depositary by check as promptly as practicable. In all cases, payment
for Shares accepted for payment pursuant to the Offer will be made only
after timely receipt by the Depositary of certificates for such Shares (or
of a timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at one of the Book-Entry Transfer Facilities), a
properly completed and duly executed Letter of Transmittal or a manually
signed copy thereof, with any required signature guarantees, or, in the case
of a book-entry delivery an Agent's Message, and any other required
documents.
For purposes of the Offer, the Company shall be deemed to have
accepted for payment (and thereby purchased), subject to proration and
conditional tenders, Shares that are validly tendered and not withdrawn as,
if and when it gives oral or written notice to the Depositary of the
Company's acceptance for payment of such Shares. 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 seven NNM trading days
after the Expiration Date. The Company will pay for Shares that it has
purchased pursuant to the Offer by depositing the aggregate Purchase Price
therefor with the Depositary. The Depositary will act as agent for tendering
stockholders for the purpose of receiving payment from the Company and
transmitting payment to tendering stockholders. Under no circumstances will
interest be paid on amounts to be paid to tendering stockholders, regardless
of any delay in making such payment.
Certificates for all Shares not purchased, including all Shares
tendered at prices greater than the Purchase Price, Shares not purchased
because of proration and Shares that were conditionally tendered and not
accepted, will be returned (or, in the case of Shares tendered by book-entry
transfer, such Shares will be credited to an account maintained with one of
the Book-Entry Transfer Facilities by the participant therein who so
delivered such Shares) as promptly as practicable following the Expiration
Date without expense to the tendering stockholder.
Payment for Shares may be delayed in the event of difficulty in
determining the number of Shares properly tendered or if proration is
required. See Section 1. In addition, if certain events occur, the Company
may not be obligated to purchase Shares pursuant to the Offer. See Section
7.
The Company will pay or cause to be paid any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant
to the Offer. If, however, payment of the Purchase Price is to be made to,
or a portion of the Shares delivered (whether in certificated form or by
book entry) but not tendered or not purchased are to be registered in the
name of, any person other than the registered holder, or if tendered Shares
are registered in the name of any person other than the person signing the
Letter of Transmittal (unless such person is signing in a representative or
fiduciary capacity), the amount of any stock transfer taxes (whether imposed
on the registered holder, such other person or otherwise) payable on account
of the transfer to such person will be deducted from the Purchase Price
unless satisfactory evidence of the payment of such taxes, or exemption
therefrom, is submitted. See instruction 7 to the Letter of Transmittal.
ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY
AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR,
IN THE CASE OF A FOREIGN INDIVIDUAL, A FORM W-8) MAY BE SUBJECT TO REQUIRED
FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH
STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3.
6. CONDITIONAL TENDER OF SHARES
Under certain circumstances and subject to the exceptions set forth in
Section 1, the Company may prorate the number of Shares purchased pursuant
to the Offer. As discussed in Section 15, the number of Shares to be
purchased from a particular stockholder might affect the tax treatment of
such purchase to such stockholder and such stockholder's decision whether to
tender. EACH STOCKHOLDER IS URGED TO CONSULT WITH HIS OR HER OWN TAX
ADVISOR. Accordingly, a stockholder may tender Shares subject to the
condition that a specified minimum number of such holder's Shares tendered
pursuant to a Letter of Transmittal must be purchased if any such Shares so
tendered are purchased, and any stockholder desiring to make such a
conditional tender must so indicate in the box captioned "Conditional
Tender" in such Letter of Transmittal.
Any tendering stockholders wishing to make a conditional tender must
calculate and appropriately indicate such minimum number of Shares. If the
effect of accepting tenders on a pro rata basis would be to reduce the
number of Shares to be purchased from any stockholder (tendered pursuant to
a Letter of Transmittal) below the minimum number so specified, such tender
will automatically be regarded as withdrawn (except as provided in the next
paragraph) and all Shares tendered by such stockholder pursuant to such
Letter of Transmittal will be returned as promptly as practicable
thereafter.
If conditional tenders, that would otherwise be so regarded as
withdrawn, would cause the total number of Shares to be purchased to fall
below 1,500,000, then, to the extent feasible, the Company will select
enough of such conditional tenders that would otherwise have been so
withdrawn to permit the Company to purchase 1,500,000 Shares. In selecting
among such conditional tenders, the Company will select by lot and will
limit its purchase in each case to the minimum number of Shares designated
by the stockholder in the applicable Letter of Transmittal as a condition to
his or her tender.
7. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, the Company will not
be required to accept for payment or pay for any Shares tendered, and may
terminate or amend and may postpone (subject to the requirements of the
Exchange Act for prompt payment for or return of Shares tendered) the
acceptance for payment of Shares tendered, if at any time after November 20,
1996 and at or before acceptance for payment of any Shares any of the
following shall have occurred:
(a) there shall have been threatened, instituted or pending any
action or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or
tribunal that (i) challenges the acquisition of Shares pursuant to the
Offer or otherwise in any manner relates to or affects the Offer or
(ii) in the sole judgment of the Company, could materially and
adversely affect the business, condition (financial or other), income,
operations or prospects of the Company and its subsidiaries, taken as
a whole, or otherwise materially impair in any way the contemplated
future conduct of the business of the Company or any of its
subsidiaries or materially impair the Offer's contemplated benefits to
the Company;
(b) there shall have been any action threatened, pending or
taken, or approval withheld, or any statute, rule, regulation,
judgment, order or injunction threatened, proposed, sought,
promulgated, enacted, entered, amended, enforced or deemed to be
applicable to the Offer or the Company or any of its subsidiaries, by
any legislative body, court, authority, agency or tribunal which, in
the Company's sole judgment, would or might directly or indirectly (i)
make the acceptance for payment of, or payment for, some or all of the
Shares illegal or otherwise restrict or prohibit consummation of the
Offer, (ii) delay or restrict the ability of the Company, or render
the Company unable, to accept for payment or pay for some or all of
the Shares, (iii) materially impair the contemplated benefits of the
Offer to the Company or (iv) materially affect the business, condition
(financial or other), income, operations or prospects of the Company
and its subsidiaries, taken as a whole, or otherwise materially impair
in any way the contemplated future conduct of the business of the
Company or any of its subsidiaries;
(c) it shall have been publicly disclosed or the Company shall
have learned that (i) any person or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) has acquired or proposes to
acquire beneficial ownership of more than 5% of the outstanding Shares
whether through the acquisition of stock, the formation of a group,
the grant of any option or right, or otherwise (other than as
disclosed in a Schedule 13D or 13G on file with the Securities and
Exchange Commission (the "Commission") on November 20, 1996) or (ii)
any such person or group that on or prior to November 20, 1996 had
filed such a Schedule with the Commission thereafter shall have
acquired or shall propose to acquire, whether through the acquisition
of stock, the formation of a group, the grant of any option or right,
or otherwise, beneficial ownership of additional Shares representing
2% or more of the outstanding Shares;
(d) there shall have occurred (i) any general suspension of
trading in, or limitation on prices for, securities on any national
securities exchange or in the over-the-counter market, (ii) any
significant decline in the market price of the Shares or in the
general level of market prices of equity securities in the United
States or abroad, (iii) any change in the general political, market,
economic or financial condition in the United States or abroad that
could have a material adverse effect on the Company's business,
condition (financial or otherwise), income, operations, prospects or
ability to obtain financing generally or the trading in the Shares,
(iv) the declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States or any limitation
on, or any event which, in the Company's sole judgment, might affect
the extension of credit by lending institutions in the United States,
(v) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving
the United States or (vi) in the case of any of the foregoing existing
at the time of the commencement of the Offer, in the Company's sole
judgment, a material acceleration or worsening thereof;
(e) a tender or exchange offer with respect to some or all of
the Shares (other than the Offer), or a merger, acquisition or other
business combination proposal for the Company, shall have been
proposed, announced or made by another person or group (within the
meaning of Section 13(d)(3) of the Exchange Act);
(f) there shall have occurred any event or events that has
resulted, or may in the sole judgment of the Company result, directly
or indirectly, in an actual or threatened change in the business,
condition (financial or other), income, operations, stock ownership or
prospects of the Company and its subsidiaries;
and, in the sole judgment of the Company, such event or events make it
undesirable or inadvisable to proceed with the Offer or with such acceptance
for payment.
The foregoing conditions are for the sole benefit of the Company and
may be asserted by the Company regardless of the circumstances (including
any action or inaction by the Company) giving rise to any such condition,
and any such condition may be waived by the Company, in whole or in part, at
any time and from time to time in its sole discretion. The failure by the
Company at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be deemed an
ongoing right which may be asserted at any time and from time to time. Any
determination by the Company concerning the events described above will be
final and binding on all parties.
Acceptance of Shares validly tendered in the Offer is subject to the
condition that, as of the Expiration Date, and after giving pro forma effect
to the acceptance of Shares validly tendered, the Company would continue to
have at least 300 stockholders and the Shares would remain listed for
quotation on the NNM. This condition may not be waived.
The Exchange Act requires that all conditions to the Offer must be
satisfied or waived before the Expiration Date.
8. PRICE RANGE OF SHARES; DIVIDENDS
<TABLE>
<CAPTION>
Dividends
High Low Declared
--------------------------------------------------------------------
<S> <C> <C> <C>
Fiscal 1995
1st Quarter......................... $18.25 $14.875 $0.125
2nd Quarter......................... 22.125 17.25 0.125
3rd Quarter......................... 19.375 17.75 0.125
4th Quarter......................... 19.375 17.50 0.125
Fiscal 1996
1st Quarter......................... $23.375 $19.125 $0.15
2nd Quarter......................... 21.875 19.875 0.15
3rd Quarter......................... 22.875 21.00 0.15
4th Quarter......................... 23.75 22.625 0.15
Fiscal 1997
1st Quarter......................... $24.25 $23.50 $0.175
2nd Quarter (through November 18,
1996).............................. 25.25 24.00 --
</TABLE>
On November 18, 1996, the closing price of the Shares on the NNM was
$24.875 per Share. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE SHARES.
9. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
The Company believes that the purchase of Shares is an attractive use
of a portion of the Company's available capital on behalf of its
stockholders and is consistent with the Company's long-term goal of
increasing stockholder value. The Company believes it has adequate sources
of capital to complete the Share repurchase and pursue business
opportunities.
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 stockholder 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 open market purchases of Shares, have enhanced stockholder value,
but capital remains at high levels, and this affects the Company's ability
to produce desired returns for stockholders.
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 the purchase of 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 bank, First Federal Savings Bank of
Youngstown (the "Bank"), 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.
The Offer will enable stockholders who are considering the sale of all
or a portion of their Shares the opportunity to determine the price or
prices (not greater than $26.00 nor less than $24.00 per Share) at which
they are willing to sell their Shares, and, if any such Shares are purchased
pursuant to the Offer, to sell those Shares for cash without the usual
transaction costs associated with open-market sales. The Offer may also give
stockholders the opportunity to sell Shares at prices greater than market
prices prevailing prior to the announcement of the Offer. See Section 8. In
addition, qualifying stockholders owning beneficially fewer than 100 Shares,
whose Shares are purchased pursuant to the Offer, not only will avoid the
payment of brokerage commissions but will also avoid any applicable odd lot
discounts to the market price typically charged by brokers for executing odd
lot trades.
Stockholders who do not tender their Shares pursuant to the Offer and
stockholders 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 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 stockholders will not be subject to materially greater risk as a result
of the reduction of the capital base.
Stockholders 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. In addition, to the extent the
purchase of Shares pursuant to the Offer results in a reduction of the
number of stockholders of record, the Company's costs for services to
stockholders 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 years.
If fewer than 1,500,000 Shares are purchased pursuant to the Offer,
the Company may repurchase the remainder of such Shares on the open market,
in privately negotiated transactions or otherwise. In the future, the
Company may determine to purchase additional Shares on the open market, in
privately negotiated transactions, through one or more tender offers or
otherwise. Any such purchases may be on the same terms as, or on terms which
are more or less favorable to stockholders than, the terms of the Offer.
However, Rule 13e-4 under 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. Any future
purchases of Shares by the Company would depend on many factors, including
the market price of the Shares, the Company's business and financial
position, and general economic and market conditions.
Shares the Company acquires pursuant to the Offer will be restored to
the status of authorized and unissued Shares, or placed in the Company's
treasury, and will be available for the Company to issue without further
stockholder action (except as required by applicable law or the rules of the
NNM or any other securities exchange on which the Shares are listed) for
purposes including, but not limited to, the acquisition of other businesses,
the raising of additional capital for use in the Company's business and the
satisfaction of obligations under existing or future employee benefit plans.
The Company has no current plans for reissuance of the Shares repurchased
pursuant to the Offer.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.
EACH STOCKHOLDER MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES
AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE. THE COMPANY HAS
BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER INTENDS TO TENDER SHARES
PURSUANT TO THE OFFER. THE COMPANY HAS ALSO BEEN ADVISED THAT THE TRUSTEE OF
THE ESOP DOES NOT INTEND TO TENDER ANY SHARES PURSUANT TO THE OFFER.
10. CERTAIN INFORMATION CONCERNING THE COMPANY
General
The Company, which was incorporated in the State of Delaware in 1993,
is the holding company for the Bank, which was originally organized in 1900
and was converted to a federal savings bank in 1993. The Bank is a
community-oriented financial institution offering a variety of financial
services to meet the needs of the communities it serves. The Bank attracts
retail deposits from the general public and invests those funds primarily in
first mortgages secured by owner-occupied, one- to four-family residences
and in mortgage-backed and other securities. To a lesser extent, the Bank
also originates construction and permanent commercial real estate, multi-
family and consumer loans. Its income is derived largely from interest on
loans, mortgage-backed securities and other securities. Its principal
expenses are interest paid on deposits and operating expenses.
The Bank currently serves the Youngstown metropolitan area of
northeast Ohio through its ten retail banking offices and its one limited
service lending facility.
The Bank is subject to examination by the Office of Thrift Supervision
and the Federal Deposit Insurance Corporation. The Company, as a savings and
loan holding company, is subject to examination by the Office of Thrift
Supervision.
The Company's principal executive offices are located at 724 Boardman-
Poland Road, Youngstown, Ohio 44512 and its telephone number is (330) 726-
3396.
Summary Historical Consolidated Financial Data and
Summary Unaudited Pro Forma Consolidated Financial Data
The following summary historical consolidated financial data has been
derived from the consolidated financial statements of the Company. The data
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996 and the Company's Annual Report on Form
10-K for the year ended June 30, 1996. Copies of these reports may be
obtained as described in Section 18 of this Offer. The income statement data
for the years ended June 30, 1995 and 1996 and the balance sheet data as of
the same dates have been derived from the audited consolidated financial
statements of the Company. The income statement data for the three months
ended September 30, 1995 and 1996 and the balance sheet data as of September
30, 1996 have been derived from the unaudited condensed consolidated
financial statements of the Company which, in the opinion of management,
include all adjustments (consisting of normal recurring adjustments)
necessary for a fair presentation of financial position and results of
operations for such periods. Operating results for the three months ended
September 30, 1996 are not necessarily indicative of the results that may be
expected for the entire year ending June 30, 1997.
The following summary unaudited pro forma consolidated financial data
has been derived from the historical consolidated financial statements of
the Company adjusted for certain costs and expenses to be incurred as a
result of the purchase of Shares pursuant to the Offer. The summary
unaudited pro forma consolidated financial data should be read in
conjunction with the summary historical consolidated financial data included
herein. The pro forma income statement data and balance sheet data are not
necessarily indicative of the financial position or results of operations
that would have been obtained had the Offer been completed as of the dates
indicated.
Balance Sheet Data:
<TABLE>
<CAPTION>
Pro Forma
----------------------------------------------
Historical June 30, 1996 September 30, 1996
-------------------------------------- ------------------------ -----------------------
June 30, September 30, $24.00 per $26.00 per $24.00 per $26.00 per
1995 1996 1996 share share share share
---- ---- ------------- ---------- ---------- ---------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents............. $ 11,734 $ 8,262 $ 8,674 $ 8,262 $ 8,262 $ 8,674 $ 8,674
Securities available for sale......... 132,341 109,836 125,023 73,836 70,836 89,023 86,023
Securities held to maturity........... 11,819 -- -- -- -- -- --
Loans receivable, net................. 401,664 438,790 449,145 438,790 438,790 449,145 449,145
Other assets.......................... 19,061 18,714 19,715 18,714 18,714 19,715 19,715
--------- --------- --------- --------- --------- --------- ---------
Total assets.................... $ 576,619 $ 575,602 $ 602,557 $ 539,602 $ 536,602 $ 566,557 $ 563,557
========= ========= ========= ========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits.............................. $ 461,979 $ 456,541 $ 448,910 $ 456,541 $ 456,541 $ 448,910 $ 448,910
Securities sold under
agreements to repurchase............. -- 6,640 6,619 6,640 6,640 6,619 6,619
Borrowed funds........................ -- 1,200 32,655 1,200 1,200 32,655 32,655
Other liabilities..................... 8,240 9,300 12,145 9,300 9,300 12,145 12,145
--------- --------- --------- --------- --------- --------- ---------
Total liabilities............... 470,219 473,681 500,329 473,681 473,681 500,329 500,329
Stockholders' equity:
Common stock.......................... 66 66 66 66 66 66 66
Additional paid-in capital............ 64,142 63,529 63,573 63,529 63,529 63,573 63,573
Retained earnings..................... 68,045 72,166 70,961 72,166 72,166 70,961 70,961
Treasury stock........................ (19,929) (28,492) (27,830) (64,492) (67,492) (63,830) (66,830)
Unrealized loss on securities
available for sale, net.............. (328) (869) (335) (869) (869) (335) (335)
Common stock purchased by:
Employee Stock Ownership
Plan............................... (4,308) (3,866) (3,760) (3,866) (3,866) (3,760) (3,760)
Recognition and Retention
Plans.............................. (1,288) (613) (447) (613) (613) (447) (447)
--------- --------- --------- --------- --------- --------- ---------
Total stockholders'
equity......................... 106,400 101,921 102,228 65,921 62,921 66,228 63,228
--------- --------- --------- --------- --------- --------- ---------
Total liabilities and
stockholders' equity........... $ 576,619 $ 575,602 $ 602,557 $ 539,602 $ 536,602 $ 566,557 $ 563,557
========= ========= ========= ========= ========= ========= =========
Shares outstanding 5,427,712 5,081,198 5,117,198 3,581,198 3,581,198 3,617,198 3,617,198
</TABLE>
Income Statement Data:
<TABLE>
<CAPTION>
Pro Forma
Historical ----------------------------------------------
--------------------------------------------- Year ended Three months ended
Years ended Three months ended June 30, 1996 September 30, 1996
June 30, September 30, ---------------------- ----------------------
--------------------- --------------------- $24.00 per $26.00 per $24.00 per $26.00 per
1995 1996 1995 1996 share share share share
--------- --------- --------- --------- --------- ---------- ---------- ----------
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total interest income............. $ 42,444 $ 43,716 $ 10,848 $ 11,209 $ 41,556 $ 41,376 $ 10,669 $ 10,624
Total interest expense............ 19,730 22,133 5,603 5,566 22,133 22,133 5,566 5,566
--------- --------- --------- --------- --------- --------- --------- ---------
Net interest income........... 22,714 21,583 5,245 5,643 19,423 19,243 5,103 5,058
Provision for loan losses......... 403 325 76 155 325 325 155 155
--------- --------- --------- --------- --------- --------- --------- ---------
Net interest income after
provision for loan losses.... 22,311 21,258 5,169 5,488 19,098 18,918 4,948 4,903
Total non-interest income......... 857 1,070 255 219 1,070 1,070 219 219
Gain (loss) on sale of securities. (17) 30 -- (543) 30 30 (543) (543)
Total non-interest expense........ (11,789) (11,991) (2,942) (5,953) (11,991) (11,991) (5,953) (5,953)
--------- --------- --------- --------- --------- --------- --------- ---------
Income before federal income
taxes........................ 11,362 10,367 2,482 (789) 8,207 8,027 (1,329) (1,374)
Federal income taxes.............. 3,872 3,465 830 (293) 2,709 2,646 (482) (498)
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss)............. $ 7,490 $ 6,902 $ 1,652 $ (496) $ 5,498 $ 5,381 $ (847) $ (876)
========= ========= ========= ========= ========= ========= ========= =========
Earnings (loss) per share......... $ 1.33 $ 1.37 $ 0.32 $ (0.10) $ 1.55 $ 1.52 $ (0.25) $ (0.26)
========= ========= ========= ========= ========= ========= ========= =========
Dividends declared per share...... $ 0.50 $ 0.60 $ 0.15 $ 0.175 $ 0.60 $ 0.60 $ 0.175 $ 0.175
Weighted average shares
outstanding...................... 5,616,585 5,041,888 5,224,757 4,871,529 3,541,888 3,541,888 3,371,529 3,371,529
</TABLE>
Selected Financial Ratios:
<TABLE>
<CAPTION>
Pro Forma
Historical ----------------------------------------------------
---------------------------------------- Year ended Three months ended
Years ended Three months ended June 30, 1996 September 30, 1996
June 30, September 30, ------------------------ ------------------------
----------------- ---------------- $24.00 per $26.00 per $24.00 per $26.00 per
1995 1996 1995 1996 share share share share
------ ------ ------ ------ ---------- ---------- ---------- ----------
(annualized) (annualized)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Return on assets (ratio of
net income to average
total assets)............. 1.31% 1.20% 1.15% (0.34)% 1.02% 1.01% (0.63)% (0.65)%
Return on equity (ratio of
net income to average
equity)................... 6.87% 6.58% 6.16% (1.94)% 7.99% 8.17% (5.10)% (5.53)%
Dividend payout ratio...... 37.59% 43.80% 46.88% NM 38.71% 39.47% NM NM
Equity to total assets at
end of period............. 18.45% 17.71% 18.82% 16.97% 12.22% 11.73% 11.69% 11.22%
Book value per share....... $19.60 $20.06 $19.88 $19.98 $18.41 $17.57 $18.31 $17.48
Non-performing assets to
total assets at end of
period.................... 0.75% 0.81% 0.85% 0.84% 0.87% 0.87% 0.89% 0.90%
Allowance for loan losses
to non-performing assets.. 72.59% 73.59% 66.38% 69.96% 73.59% 73.59% 69.96% 69.96%
</TABLE>
FFY FINANCIAL CORP.
Notes to Unaudited Pro Forma Financial Information
(1) The pro forma financial information reflects the repurchase of
1,500,000 Shares at $24.00 and $26.00 per share, as appropriate.
(2) The balance sheet data give effect to the purchase of shares as of the
balance sheet date. The income statement data give 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 proceeds
from the sale or maturity of securities available for sale. The pro
forma data assumes a rate of interest of 6.0% on the securities and a
tax rate of 35%.
(4) No effect has been given to the cost incurred in connection with the
Offer. Such costs are not expected to be material and will be
capitalized as part of the cost of the stock purchased.
11. SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases 1,500,000 Shares pursuant to the
Offer at a price of $26.00 per Share, the total amount required by the
Company to purchase such Shares will be $39,00,000, exclusive of fees and
other expenses. The Company will fund such purchase with cash and securities
held by the Company.
12. INTEREST OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING SHARES
As of November 18, 1996, the Company had issued and outstanding
5,117,198 Shares, and had reserved 288,897 Shares for issuance upon exercise
of outstanding stock options. The 1,500,000 Shares that the Company is
offering to purchase represent approximately 29.3% of the outstanding
Shares. As of November 18, 1996, the Company's directors and executive
officers as a group (14 persons) beneficially owned an aggregate of 534,999
Shares (including awards granted under the Company's 1993 stock option and
incentive plan) representing approximately 10.02% of the outstanding Shares,
assuming the exercise by such persons of their currently exercisable
options. The Company has been advised that no director or executive officer
of the Company intends to tender any Shares pursuant to the Offer. In
addition, 527,361 Shares, or approximately 10.30% of the outstanding Shares,
are held in the ESOP. The Company has been advised that the trustee of the
ESOP does not intend to tender any Shares pursuant to the Offer.
If the Company purchases 1,500,000 Shares pursuant to the Offer, then
after the purchase of Shares pursuant to the Offer, the Company's executive
officers and directors as a group would own beneficially approximately
13.94% of the outstanding Shares, assuming the exercise by such persons of
their currently exercisable options. In addition, the ESOP would own
approximately 14.58% of the outstanding Shares.
Except as set forth in Schedule A, neither the Company, nor any
subsidiary of the Company nor, to the best of the Company's knowledge, any
of the Company's directors and executive officers, nor any affiliate of any
of the foregoing, had any transactions involving the Shares during the 40
business days prior to the date hereof.
Except for outstanding options to purchase Shares granted from to time
to time over recent years to certain directors and employees (including
executive officers) of the Company pursuant to the Company's Stock Option
and Incentive Plan, and outstanding awards of restricted Shares under the
Company's Recognition and Retention Plan and Trusts which are scheduled to
fully vest on December 28, 1996, and except as otherwise described herein,
neither the Company nor, to the best of the Company's knowledge, any of its
affiliates, directors or executive officers, or any of the directors or
executive officers of any of its affiliates, is a party to any contract,
arrangement, understanding or relationship with any other person relating,
directly or indirectly, to the Offer with respect to any securities of the
Company including, but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or the voting of any
such securities, joint ventures, loan or option arrangements, puts or calls,
guaranties of loans, guaranties against loss or the giving or withholding of
proxies, consents or authorizations.
Except as disclosed in this Offer, the Company has no plans or
proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of the Company or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Company or any of
its subsidiaries; (c) a sale or transfer of a material amount of assets of
the Company or any of its subsidiaries; (d) any change in the present Board
of Directors or management of the Company; (e) any material change in the
present dividend rate or policy, or indebtedness or capitalization of the
Company; (f) any other material change in the Company's corporate structure
or business; (g) any change in the Company's Certificate of Incorporation or
Bylaws or any actions which may impede the acquisition of control of the
Company by any person; (h) a class of equity security of the Company being
delisted from a national securities exchange; (i) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) the suspension of
the Company's obligation to file reports pursuant to Section 15(d) of the
Exchange Act.
13. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION
UNDER THE EXCHANGE ACT
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise be traded publicly and may reduce the
number of stockholders. Nonetheless, the Company anticipates that there will
be a sufficient number of Shares outstanding and publicly traded following
consummation of the Offer to ensure a continued trading market for the
Shares. Based upon published guidelines of the NNM, the Company believes
that following its purchase of Shares pursuant to the Offer, the Company's
remaining Shares will continue to qualify to be quoted on the NNM.
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 to their customers using such Shares as collateral.
The Company believes that, following the purchase of Shares pursuant to the
Offer, the Shares will continue to be "margin securities" for purposes of
the Federal Reserve Board's margin regulations.
The Shares are registered under the Exchange Act, which requires,
among other things, that the Company furnish certain information to its
stockholders and the U.S. Securities and Exchange Commission (the
"Commission") and comply with the Commission's proxy rules in connection
with meetings of the Company's stockholders.
14. 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, or any filing with, 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 is subject to certain conditions. See Section 7.
15. CERTAIN FEDERAL INCOME TAX CONSEQUENCES
In General. The following is a discussion of the material United
States federal income tax consequences to stockholders with respect to a
sale of Shares pursuant to the Offer. The discussion is based upon the
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations, Internal Revenue Service ("IRS") rulings and judicial
decisions, all in effect as of the date hereof and all of which are subject
to change (possibly with retroactive effect) by subsequent legislative,
judicial or administrative action. The discussion does not address all
aspects of United States federal income taxation that may be relevant to a
particular stockholder in light of such stockholder's particular
circumstances or to certain types of holders subject to special treatment
under the United States federal income tax laws (such as certain financial
institutions, tax-exempt organizations, life insurance companies, dealers in
securities or currencies, employee benefit plans or stockholders holding the
Shares as part of a conversion transaction, as part of a hedge or hedging
transaction, or as a position in a straddle for tax purposes). In addition,
the discussion below does not consider the effect of any foreign, state,
local or other tax laws that may be applicable to particular stockholders.
The discussion assumes that the Shares are held as "capital assets" within
the meaning of Section 1221 of the Code. The Company has neither requested
nor obtained a written opinion of counsel or a ruling from the IRS with
respect to the tax matters discussed below.
EACH STOCKHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE
PARTICULAR UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THAT STOCKHOLDER
TENDERING SHARES PURSUANT TO THE OFFER AND THE APPLICABILITY AND EFFECT OF
ANY STATE, LOCAL OR FOREIGN TAX LAWS AND RECENT CHANGES IN APPLICABLE TAX
LAWS.
Characterization of the Surrender of Shares Pursuant to the Offer. The
surrender of Shares by a stockholder to the Company pursuant to the Offer
will be a taxable transaction for United States federal income tax purposes
and may also be a taxable transaction under applicable state, local and
foreign tax laws. The United States federal income tax consequences to a
stockholder may vary depending upon the stockholder's particular facts and
circumstances. Under Section 302 of the Code, the surrender of Shares by a
stockholder to the Company pursuant to the Offer will be treated as a "sale
or exchange" of such Shares for United States federal income tax purposes
(rather than as a distribution by the Company with respect to the Shares
held by the tendering stockholder) if the receipt of cash upon such
surrender (i) is "substantially disproportionate" with respect to the
stockholder, (ii) results in a "complete redemption" of the stockholder's
interest in the Company, or (iii) is "not essentially equivalent to a
dividend" with respect to the stockholder (each as described below).
If any of the above three tests is satisfied, and the surrender of the
Shares is therefore treated as a "sale or exchange" of such Shares for
United States federal income tax purposes, the tendering stockholder will
recognize gain or loss equal to the difference between the amount of cash
received by the stockholder and the stockholder's tax basis in the Shares
surrendered pursuant to the Offer. Any such gain or loss will be capital
gain or loss, and will be long term capital gain or loss if the Shares have
been held for more than one year.
If none of the above three tests is satisfied, the tendering
stockholder will be treated as having received a distribution by the Company
with respect to such stockholder's Shares in an amount equal to the cash
received by the stockholder pursuant to the Offer. The distribution will be
treated as a dividend taxable as ordinary income to the extent of the
Company's current or accumulated earnings and profits for tax purposes. The
amount of the distribution in excess of the Company's current or accumulated
earnings and profits will be treated as a return of the stockholder's tax
basis in the Shares, and then as gain from the sale or exchange of such
Shares. The tendering stockholder's basis in the Shares surrendered pursuant
to the Offer generally will be added to such stockholder's basis in his or
her remaining Shares, if any.
Constructive Ownership. In determining whether any of the three tests
under Section 302 of the Code is satisfied, stockholders must take into
account not only the Shares that are actually owned by the stockholder, but
also Shares that are constructively owned by the stockholder within the
meaning of Section 318 of the Code. Under Section 318 of the Code, a
stockholder may constructively own Shares actually owned, and in some cases
constructively owned, by certain related individuals or entities and Shares
that the stockholder has the right to acquire by exercise of an option or by
conversion.
Proration. Contemporaneous dispositions or acquisitions of Shares by a
stockholder or related individuals or entities may be deemed to be part of a
single integrated transaction and may be taken into account in determining
whether any of the three tests under Section 302 of the Code has been
satisfied. Each stockholder should be aware that because proration may occur
in the Offer, even if all the Shares actually and constructively owned by a
stockholder are tendered pursuant to the Offer, fewer than all of such
Shares may be purchased by the Company. Thus, proration may affect whether
the surrender by a stockholder pursuant to the Offer will meet any of the
three tests under Section 302 of the Code. See Section 6 for information
regarding each stockholder's option to make a conditional tender of a
minimum number of Shares. A stockholder should consult his or her own tax
advisor regarding whether to make a conditional tender of a minimum number
of Shares, and the appropriate calculation thereof.
Section 302 Tests. The receipt of cash by a stockholder will be
"substantially disproportionate" if the percentage of the outstanding Shares
in the Company actually and constructively owned by the stockholder
immediately following the surrender of Shares pursuant to the Offer is less
than 80% of the percentage of the outstanding Shares actually and
constructively owned by such stockholder immediately before the sale of
Shares pursuant to the Offer. Stockholders should consult their tax advisors
with respect to the application of the "substantially disproportionate" test
to their particular situation.
The receipt of cash by a stockholder will be a "complete redemption"
if either (i) the stockholder owns no Shares in the Company either actually
or constructively immediately after the Shares are surrendered pursuant to
the Offer, or (ii) the stockholder actually owns no Shares in the Company
immediately after the surrender of Shares pursuant to the Offer and, with
respect to Shares constructively owned by the stockholder immediately after
the Offer, the stockholder is eligible to waive (and effectively waives)
constructive ownership of all such Shares under procedures described in
Section 302(c) of the Code.
Even if the receipt of cash by a stockholder fails to satisfy the
"substantially disproportionate" test or the "complete redemption" test, a
stockholder may nevertheless satisfy the "not essentially equivalent to a
dividend" test if the stockholder's surrender of Shares pursuant to the
Offer results in a "meaningful reduction" in the stockholder's interest in
the Company. Whether the receipt of cash by a stockholder will be "not
essentially equivalent to a dividend" will depend upon the individual
stockholder's facts and circumstances. The IRS has indicated in published
rulings that even a small reduction in the proportionate interest of a small
minority stockholder in a publicly held corporation who exercises no control
over corporate affairs may constitute such a "meaningful reduction."
Stockholders expecting to rely upon the "not essentially equivalent to a
dividend" test should consult their own tax advisors as to its application
in their particular situation.
Corporate Stockholder Dividend Treatment. If a sale of Shares by a
corporate stockholder is treated as a dividend, the corporate stockholder
may be entitled to claim a deduction equal to 70% of the dividend under
Section 243 of the Code, subject to applicable limitations. Corporate
stockholders should, however, consider the effect of Section 246(c) of the
Code, which disallows the 70% dividends-received deduction with respect to
stock that is held for 45 days or less. For this purpose, the length of time
a taxpayer is deemed to have held stock may be reduced by periods during
which the taxpayer's risk of loss with respect to the stock is diminished by
reason of the existence of certain options or other transactions. Moreover,
under Section 246A of the Code, if a corporate stockholder has incurred
indebtedness directly attributable to an investment in Shares, the 70%
dividends-received deduction may be reduced.
In addition, amounts received by a corporate stockholder pursuant to
the Offer that are treated as a dividend may constitute an "extraordinary
dividend" under Section 1059 of the Code. Generally, an "extraordinary
dividend" is a dividend that (i) equals or exceeds 10% of the stockholder's
basis in the Shares (treating all dividends having ex-dividend dates within
an 85-day period as a single dividend) or (ii) exceeds 20% of the
stockholder's adjusted basis in the Shares (treating all dividends having
ex-dividend dates within a 365-day period as a single dividend).
Accordingly, if applicable, a corporate stockholder would be required under
Section 1059(a) of the Code to reduce its basis (but not below zero) in its
Shares by the non-taxed portion of the dividend (i.e., the portion of the
dividend for which a deduction is allowed), and if such portion exceeds the
stockholder's tax basis for its Shares, to treat the excess as gain from the
sale of such Shares in the year in which a sale or disposition of such
Shares occurs (which, in certain circumstances, may be the year in which
Shares are sold pursuant to the Offer).
Additional Tax Considerations. The distinction between long-term
capital gains and ordinary income is relevant because, in general,
individuals currently are subject to taxation at a reduced rate on their
"net capital gain" (i.e., the excess of net long-term capital gains over net
short-term capital losses) for the year.
Stockholders are urged to consult their own tax advisors regarding any
possible impact on their obligation to make estimated tax payments as a
result of the recognition of any capital gain (or the receipt of any
ordinary income) caused by the surrender of any Shares to the Company
pursuant to the Offer.
Foreign Stockholders. The Company will withhold United States federal
income tax at a rate of 30% from gross proceeds paid pursuant to the Offer
to a foreign stockholder or his agent, unless the Company determines that a
reduced rate of withholding is applicable pursuant to a tax treaty or that
an exemption from withholding is applicable because such gross proceeds are
effectively connected with the conduct of a trade or business by the foreign
stockholder within the United States. For this purpose, a foreign
stockholder is any stockholder 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, or (iii) an estate or
trust the income of which is subject to United States federal income
taxation regardless of its source. Without definite knowledge to the
contrary, the Company will determine whether a stockholder is a foreign
stockholder by reference to the stockholder's address. A foreign stockholder
may be eligible to file for a refund of such tax or a portion of such tax if
such stockholder (i) meets the "complete redemption," "substantially
disproportionate" or "not essentially equivalent to a dividend" tests
described above, (ii) is entitled to a reduced rate of withholding pursuant
to a treaty and the Company withheld at a higher rate, or (iii) is otherwise
able to establish that no tax or a reduced amount of tax was due. In order
to claim an exemption from withholding on the ground that gross proceeds
paid pursuant to the Offer are effectively connected with the conduct of a
trade or business by a foreign stockholder within the United States or that
the foreign stockholder is entitled to the benefits of a tax treaty, the
foreign stockholder must deliver to the Depositary (or other person who is
otherwise required to withhold United States tax) a properly executed
statement claiming such exemption or benefits. Such statements may be
obtained from the Depositary. Foreign stockholders are urged to consult
their own tax advisors regarding the application of United States federal
income tax withholding, including eligibility for a withholding tax
reduction or exemption and the refund procedures.
Backup Withholding. See Section 3 with respect to the application of
the United States federal income tax backup withholding.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY AND MAY NOT APPLY TO SHARES ACQUIRED IN CONNECTION WITH THE EXERCISE OF
STOCK OPTIONS OR PURSUANT TO OTHER COMPENSATION ARRANGEMENTS WITH THE
COMPANY. THE TAX CONSEQUENCES OF A SALE PURSUANT TO THE OFFER MAY VARY
DEPENDING UPON, AMONG OTHER THINGS, THE PARTICULAR CIRCUMSTANCES OF THE
TENDERING STOCKHOLDER. NO INFORMATION IS PROVIDED HEREIN AS TO THE STATE,
LOCAL OR FOREIGN TAX CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THE
OFFER. STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE
THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF
TENDERING SHARES PURSUANT TO THE OFFER AND THE EFFECT OF THE STOCK OWNERSHIP
ATTRIBUTION RULES DESCRIBED ABOVE.
16. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion and
at any time or from time to time, to extend the period of time during which
the Offer is open by giving oral or written notice of such extension to the
Depositary and making a public announcement thereof. There can be no
assurance, however, that the Company will exercise its right to extend the
Offer. During any such extension, all Shares previously tendered will remain
subject to the Offer, except to the extent that such Shares may be withdrawn
as set forth in Section 4. The Company also expressly reserves the right, in
its sole discretion, (i) to terminate the Offer and not accept for payment
any Shares not theretofore accepted for payment or, subject to Rule 13e-
4(f)(5) under the Exchange Act, which requires the Company either to pay the
consideration offered or to return the Shares tendered promptly after the
termination or withdrawal of the Offer, to postpone payment for Shares upon
the occurrence of any of the conditions specified in Section 7 hereof, by
giving oral or written notice of such termination to the Depositary and
making a public announcement thereof and (ii) at any time, or from time to
time, to amend the Offer in any respect. Amendments to the Offer may be
effected by public announcement. Without limiting the manner in which the
Company may choose to make public announcement of any extension, termination
or amendment, the Company shall have no obligation (except as otherwise
required by applicable law) to publish, advertise or otherwise communicate
any such public announcement, other than by making a release to the Dow
Jones News Service, except in the case of an announcement of an extension of
the Offer, in which case the Company shall have no obligation to publish,
advertise or otherwise communicate such announcement other than by issuing a
notice of such extension by press release or other public announcement,
which notice shall be issued no later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date.
Material changes to information previously provided to holders of the Shares
in this Offer or in documents furnished subsequent thereto will be
disseminated to holders of Shares in compliance with Rule 13e-4(e)(2)
promulgated by the Commission under the Exchange Act.
If the Company materially changes 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. Those rules 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, change in dealer's soliciting fee or change in
percentage of securities sought) will depend on the facts and circumstances,
including the relative materiality of such terms or information. In a
published release, the Commission has stated that in its view, an offer
should remain open for a minimum of five business days from the date that
notice of such a material change is first published, sent or given. The
Offer will continue or be extended for at least ten business days from the
time the Company publishes, sends or gives to holders of Shares a notice
that it will (a) increase or decrease the price it will pay for Shares or
the amount of the Dealer Managers' soliciting fee or (b) increase (except
for an increase not exceeding 2% of the outstanding Shares) or decrease the
number of Shares it seeks.
17. FEES AND EXPENSES
Friedman, Billings, Ramsey & Co., Inc. and Sandler O'Neill & Partners,
L.P. will act as Dealer Managers for the Company in connection with the
Offer. The Company has agreed to pay the Dealer Managers, upon acceptance
for and payment of Shares pursuant to the Offer, a total of $.05 per Share
purchased by the Company pursuant to the Offer. The Dealer Managers will
also be indemnified against certain liabilities, including liabilities under
the federal securities laws, in connection with the Offer.
The Dealer Managers have rendered, are currently rendering and may
continue to render various investment banking and other advisory services to
the Company. They have received, and may continue to receive, customary
compensation from the Company for such services.
The Company has retained The Fifth Third Bank as Depositary and D.F.
King & Co., Inc. as Information Agent in connection with the Offer. The
Information Agent may contact stockholders by mail, telephone, facsimile,
telex, telegraph, other electronic means and personal interviews, and may
request brokers, dealers and other nominee stockholders to forward materials
relating to the Offer to beneficial owners. The Depositary and the
Information Agent will receive reasonable and customary compensation for
their services and will also be reimbursed for certain out-of-pocket
expenses. The Company has agreed to indemnify the Depositary and the
Information Agent against certain liabilities, including certain liabilities
under the federal securities laws, in connection with the Offer. Neither the
Information Agent nor the Depositary has been retained to make solicitations
or recommendations in connection with the Offer.
The Company will not pay any fees or commissions to any broker, dealer
or other person for soliciting tenders of Shares pursuant to the Offer
(other than the fee of the Dealer Managers). The Company will, upon request,
reimburse brokers, dealers, commercial banks and trust companies for
reasonable and customary handling and mailing expenses incurred by them in
forwarding materials relating to the Offer to their customers.
18. MISCELLANEOUS
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Commission relating to its business, financial
condition and other matters. Certain information as of particular dates
concerning the Company's directors and officers, their remuneration, options
granted to them, the principal holders of the Company's securities and any
material interest of such persons in transactions with the Company is filed
with the Commission. The Company has also filed an Issuer Tender Offer
Statement on Schedule 13E-4 with the Commission, which includes certain
additional information relating to the Offer. Such reports, as well as such
other material, may be inspected and copies may be obtained at the
Commission's public reference facilities at 450 Fifth Street, N.W.,
Washington, D.C., and should also be available for inspection and copying at
the regional offices of the Commission located at 7 World Trade Center, 13th
Floor, New York, New York 10048, and Suite 1400, Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661. Copies of such material
may be obtained by mail, upon payment of the Commission's customary fees,
from the Commission's Public Reference Section at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Company's Schedule 13E-4 may not be available at
the Commission's regional offices.
The Offer is being made to all holders of Shares. The Company is not
aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to a valid state statute. If the
Company becomes aware of any valid state statute prohibiting the making of
the Offer, the Company will make a good faith effort to comply with such
statute. If, after such good faith effort, the Company cannot comply with
such statute, the Offer will not be made to, nor will tenders be accepted
from or on behalf of, holders of Shares in such state. In those
jurisdictions whose 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 the Dealer Managers or one or more registered
brokers or dealers licensed under the laws of such jurisdictions.
FFY FINANCIAL CORP.
November 20, 1996
SCHEDULE A
CERTAIN TRANSACTIONS INVOLVING SHARES
BY THE COMPANY OR ITS EXECUTIVE OFFICERS OR DIRECTORS
During the 40 business days prior to November 20, 1996, the only
transactions effected in the Shares by the Company, its executive officers
or directors were as follows:
<TABLE>
<CAPTION>
Person who Date of Number of Where and How
Effected Transaction Transaction Shares Price the Transaction was Effected
-------------------- ----------- --------- ----- ----------------------------
<S> <C> <C> <C> <S>
Randy Shaffer 11/15/96 6 $25.25 Dividend Reinvestment
</TABLE>
The Dealer Managers for the Offer are:
Friedman, Billings, Ramsey & Co., Inc. Sandler O'Neill & Partners, L.P.
Potomac Tower 2 World Trade Center - 104th Floor
1001 Nineteenth Street North New York, New York 10048
Arlington, Virginia 22209-1710 Telephone: (212) 466-7737 (call collect)
Telephone: (703) 312-9500 (call collect) Telephone: (800) 635-6860 (toll-free)
Telephone: (800) 846-5050 (toll-free)
Any questions concerning the terms of the Offer may be directed
to the Dealer Managers.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street, New York, New York 10005
Telephone: (212) 269-5550 (call collect)
Telephone: (800) 488-8095 (toll-free)
Any questions concerning tender procedures or requests for additional
copies of this Offer to Purchase the Letter of Transmittal or other tender
offer materials may be directed to the Information Agent.
The Depositary for the Offer is:
The Fifth Third Bank
By Mail: Facsimile Transmission:
The Fifth Third Bank (For Eligible Institutions Only)
Corporate Trust Operations (513) 744-8909
Mail Drop 1090F5
38 Fountain Square Plaza Confirm by Telephone:
Cincinnati, Ohio 45263 (800) 837-2755
By Overnight Delivery or By Hand:
The Fifth Third Bank
Corporate Trust Operations
Mail Drop 1090F5
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Any questions concerning tender procedures may be directed
to the Depositary at (800) 837-2755.
November 20, 1996
Exhibit (a)(2)
FFY FINANCIAL CORP.
LETTER OF TRANSMITTAL
DESCRIPTION OF SHARES TENDERED
(See Instructions 3 and 4. For Tender of Shares in the FFY Financial Corp.
Dividend Reinvestment and Stock Purchase Plan, See Instruction 10.)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
| Name(s) and Address(es) of Registered Holder(s) | Shares Tendered |
| (Please Fill in Exactly as Name(s) Appear(s) on Certificate(s) | (Attach Additional List if Necessary) |
--------------------------------------------------------------------------------------------------------------------------
| | | | Total Number |
| | | Number of | of Shares |
| | Certificate | Shares | Represented by |
| | Number(s)* | Tendered** | Certificate(s)* |
<S> <C> <C> <C>
| |--------------------------------------------------------
| | |
| |--------------------------------------------------------
| | |
| |--------------------------------------------------------
| | |
| |--------------------------------------------------------
| | |
| |--------------------------------------------------------
| | |
| |--------------------------------------------------------
| | |
| |--------------------------------------------------------
| | |
| |--------------------------------------------------------
| | TOTAL SHARES |
--------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> * Need not be completed by stockholders tendering by book-entry transfer.
<F2> ** Unless otherwise indicated, it will be assumed that all Shares represented
by any certificates delivered to the Depositary are being tendered. See
Instruction 4.
</FN>
</TABLE>
To Accompany Shares of Common Stock
of
FFY Financial Corp.
Tendered Pursuant to the Offer to Purchase
Dated November 20, 1996
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON FRIDAY, DECEMBER 20, 1996, UNLESS THE OFFER IS EXTENDED.
To: THE FIFTH THIRD BANK, Depositary
<TABLE>
<CAPTION>
<S> <S> <S>
By Mail: By Hand or By Overnight Courier: By Facsimile:
The Fifth Third Bank The Fifth Third Bank (513) 744-8909
Corporate Trust Operations Corporate Trust Operations (For Eligible Institutions Only)
Mail Drop 1090F5 Mail Drop 1090F5
38 Fountain Square Plaza 38 Fountain Square Plaza Confirm by Telephone:
Cincinnati, Ohio 45263 Cincinnati, Ohio 45263 (800) 837-2755
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
("DTC") or Philadelphia Depository Trust Company ("PDTC") (hereinafter
collectively referred to as the "Book-Entry Transfer Facilities") pursuant to
the procedures set forth in Section 3 of the Offer to Purchase (as defined
below), or if a tender of Shares held pursuant to the FFY Financial Corp.
Dividend Reinvestment and Stock Purchase Plan is to be made.
Delivery of documents to the Company or to a Book-Entry Transfer Facility
does not constitute a valid delivery.
(BOX BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
------------------------------------------------------------------------------
| [ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER |
| TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES |
| AND COMPLETE THE FOLLOWING: |
| |
| Name of Tendering Institution________________________________________ |
| Check Applicable Box: [ ] DTC [ ] PDTC |
| Account No.__________________________________________________________ |
| Transaction Code No._________________________________________________ |
| |
------------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to FFY Financial Corp., a Delaware
corporation (the "Company"), the above-described shares of its Common Stock, par
value $0.01 per share (the "Shares"), at a price per Share hereinafter set
forth, pursuant to the Company's offer to purchase up to 1,500,000 Shares, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated November 20, 1996 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to all the Shares that are being tendered hereby or
orders the registration of such Shares tendered by book-entry transfer that are
purchased pursuant to the Offer to or upon the order of the Company and
irrevocably constitutes and appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares, with full
power of substitution (such power of attorney being deemed to be 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 any of the
Book-Entry Transfer Facilities, together, in any 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 defined below) with respect to such Shares, (b) present
certificates for such Shares for cancellation and transfer on the books of the
Company and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, all in accordance with the terms of the
Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and that, when and to the extent the same are accepted for
payment by the Company, the Company will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the
sale or transfer thereof, and the same will not be subject to any adverse
claims. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Depositary or the Company to be necessary or desirable
to complete the sale, assignment and transfer of the Shares tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
read and agrees to all of the terms of the Offer. All authority herein conferred
or agreed to be conferred shall not be affected by, and shall survive the death
or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 2 or 3 of the Offer to Purchase and in the
Instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (i) the undersigned has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such Shares complies
with Rule 14e-4. The Company's acceptance for payment of Shares tendered
pursuant to the Offer will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Offer.
The undersigned understands that the Company will determine a single per
Share price (not greater than $26.00 nor less than $24.00 per Share) net to the
seller in cash, without interest thereon, (the "Purchase Price") that it will
pay for Shares validly tendered and not withdrawn pursuant to the Offer taking
into account the number of Shares so tendered and the prices specified by
tendering stockholders. The undersigned understands that the Company will select
the lowest Purchase Price that will enable it to purchase 1,500,000 Shares (or
such lesser number of Shares as are validly tendered and not withdrawn at prices
not greater than $26.00 nor less than $24.00 per Share) pursuant to the Offer.
The undersigned understands that all Shares properly tendered and not withdrawn
at prices at or below the Purchase Price will be purchased at the Purchase
Price, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions of the Offer, including its proration and conditional
tender 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 that were conditionally
tendered and not accepted. The undersigned understands that tenders of Shares
pursuant to any one of the procedures described in Section 2 or 3 of the Offer
to Purchase and in the instructions hereto will constitute an agreement between
the undersigned and the Company upon the terms and subject to the conditions of
the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may accept
for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility designated above). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the purchase price of any Shares purchased and/or any certificates for
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the purchase
price of any Shares purchased and/or return any Shares not tendered or not
purchased in the name(s) of, and mail said check and/or any certificates to, the
person(s) so indicated. The undersigned recognizes that the Company has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if the Company does not
accept for payment any of the Shares so tendered.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
| PRICE (IN DOLLARS) PER SHARE |
| AT WHICH SHARES ARE BEING TENDERED |
| (SEE INSTRUCTION 5) |
|-----------------------------------------------------------------------------------------------------------------------------|
| CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX |
| IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW), |
| THERE IS NO VALID TENDER OF SHARES. |
<C> <C> <C> <C> <C> <C> <C> <C> <C>
|-----------------------------------------------------------------------------------------------------------------------------|
| [ ] $24.000 [ ] $24.250 [ ] $24.500 [ ] $24.750 [ ] $25.000 [ ] $25.250 [ ] $25.500 [ ] $25.750 [ ] $26.00 |
|-----------------------------------------------------------------------------------------------------------------------------|
| [ ] $24.125 [ ] $24.375 [ ] $24.625 [ ] $24.875 [ ] $25.125 [ ] $25.375 [ ] $25.625 [ ] $25.875 |
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------------------------------------------------------------
| ODD LOTS |
| (SEE INSTRUCTION 9) |
|-----------------------------------------------------------------------------|
| This section is 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 November 18, 1996, 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 November |
| 18, 1996, and continues to be the beneficial owner as of the |
| Expiration Date, 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 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 such beneficial owner owned beneficially |
| as of the close of business on November 18, 1996, and continues |
| to own beneficially as of the Expiration Date, an aggregate of |
| fewer than 100 Shares, and is tendering all of such Shares. |
| |
| If you do not wish to specify a purchase price, check the following |
| box, in which case you will be deemed to have tendered at the Purchase |
| Price determined by the Company in accordance with the terms of the Offer |
| (persons checking this box need not indicate the price per Share in the box|
| entitled "Price (In Dollars) Per Share At Which Shares Are Being Tendered" |
| in this Letter of Transmittal). [ ] |
-----------------------------------------------------------------------------
<TABLE>
<C> <C>
---------------------------------------------------------------------------------------------------------------------------------
| SPECIAL PAYMENT INSTRUCTIONS | SPECIAL DELIVERY INSTRUCTIONS |
| (SEE INSTRUCTIONS 6, 7 AND 8) | (SEE INSTRUCTIONS 6, 7 AND 8) |
| | |
| | |
| To be completed ONLY if the check for the purchase price of | To be completed ONLY if the check for the purchase price of |
| Shares purchased and/or certificates for Shares not tendered | Shares purchased and/or certificates for Shares not tendered |
| or not purchased are to be issued in the name of someone | or not purchased are to be mailed to someone other than the |
| other than the undersigned. | undersigned or to the undersigned at an address other than |
| | that shown below the undersigned's signature(s). |
| Issue [ ] check | |
| and/or [ ] certificate(s) to: | Mail [ ] check |
| | and/or [ ] certificate(s) to: |
| Name _______________________________________________________ | |
| | Name _______________________________________________________ |
| ____________________________________________________________ | |
| | ____________________________________________________________ |
| ____________________________________________________________ | |
| (Please Print) | ____________________________________________________________ |
| Address ____________________________________________________ | (Please Print) |
| | |
| ____________________________________________________________ | Address_____________________________________________________ |
| (Include Zip Code) | |
| ____________________________________________________________ | ____________________________________________________________ |
| (Taxpayer Identification or Social Security No.) | (Include Zip Code) |
------------------------------------------------------------------ --------------------------------------------------------------
</TABLE>
-----------------------------------------------------------------------------
| CONDITIONAL TENDER |
|-----------------------------------------------------------------------------|
| A tendering stockholder may condition his or her tender of Shares upon |
| the purchase by the Company of a specified minimum number of the Shares |
| tendered hereby, all as described in the Offer to Purchase, particularly in |
| Section 6 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 stockholder's |
| responsibility to calculate such minimum number of Shares, and each |
| stockholder is urged to consult his or her 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 |
| |
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
| THE FOLLOWING IS TO BE COMPLETED ONLY BY |
| PARTICIPANTS IN THE FFY FINANCIAL CORP. |
| DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN |
| (SEE INSTRUCTION 10) |
| |
| I hereby direct The Fifth Third Bank, as Agent of the FFY Financial |
| Corp. Dividend Reinvestment and Stock Purchase Plan (the "DRIP") to tender |
| to FFY Financial Corp., upon the terms and subject to the conditions set |
| forth in this Letter of Transmittal and in the related Offer to Purchase, |
| the indicated number of Shares in my DRIP Account. |
| |
| I AM A PARTICIPANT IN THE DRIP AND I WISH TO TENDER THE NUMBER OF SHARES IN |
| MY DRIP ACCOUNT SET FORTH BELOW (CHECK ONLY ONE BOX): |
| |
| [ ] Check here to tender all Shares in my DRIP account, including |
| Shares purchased with the dividend paid on November 14, 1996 (See |
| Instruction 10); |
| |
| OR |
| [ ] Check here to tender the following number of Shares in my DRIP |
| account:____________________ Shares. |
| |
| The Shares in my DRIP account are to be tendered at the price per |
| Share indicated in the box captioned, "Price (In Dollars) Per Share At |
| Which Shares Are Being Tendered." |
| |
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
| SIGN HERE |
| (PLEASE SIGN AND COMPLETE SUBSTITUTE FORM W-9 INCLUDED IN THIS |
| LETTER OF TRANSMITTAL) |
|-----------------------------------------------------------------------------|
| _________________________________________________________________________ |
| (Signature(s) of Owner(s)) |
| |
| _________________________________________________________________________ |
| |
| Dated ____________________________, 1996 |
| |
| Name(s)___________________________________________________________________ |
| |
| _________________________________________________________________________ |
| |
| Capacity (full title)_____________________________________________________ |
| |
| Address___________________________________________________________________ |
| (Include Zip Code) |
| |
| Area Code and Daytime Telephone No._______________________________________ |
| |
| (Must be signed by registered holder(s) exactly as name(s) appear(s) on |
| stock certificate(s) or on a security position listing or by person(s) |
| authorized to become registered holder(s) by certificates and documents |
| transmitted herewith. If signature is by a trustee, executor, |
| administrator, guardian, attorney-in-fact, officer of a corporation or |
| other person acting in a fiduciary or representative capacity, please set |
| forth full title and see Instruction 6.) |
| |
| GUARANTEE OF SIGNATURE(S) |
| (SEE INSTRUCTIONS 1 AND 6) |
| |
| Name of Firm______________________________________________________________ |
| |
| Authorized Signature______________________________________________________ |
| |
| Dated _________________, 1996 |
-----------------------------------------------------------------------------
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm that is a
member of a registered national securities exchange or the National Association
of Securities Dealers, Inc., or by a commercial bank, a trust company, a savings
bank, a savings and loan association or a credit union which has membership in
an approved Signature Guarantee Medallion Program (an "Eligible Institution").
Signatures on this Letter of Transmittal need not be guaranteed (a) if this
Letter of Transmittal is signed by the registered holder(s) of the Shares (which
term, for purposes of this document, shall include any participant in one of the
Book-Entry Transfer Facilities whose name appears on a security position listing
as the owner of Shares) tendered herewith and such holder(s) have not completed
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal or (b) if such Shares are
tendered for the account of an Eligible Institution. See Instruction 6.
2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal
or, in the case of a book-entry transfer, an Agent's Message (as defined below),
is to be used either if certificates are to be forwarded herewith or if delivery
of Shares is to be made by book-entry transfer pursuant to the procedures set
forth in Section 3 of the Offer to Purchase, or if a tender is being made of
Shares in the FFY Financial Corp. Dividend Reinvestment and Stock Purchase Plan
(the "DRIP"). Certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Depositary's account at one of
the Book-Entry Transfer Facilities of all Shares delivered electronically, as
well as instructions to the Agent of the DRIP to tender Shares, together in each
case with a properly completed and duly executed Letter of Transmittal (or
manually signed copy thereof) and any other documents required by this Letter of
Transmittal, must be received by the Depositary at its address set forth on the
front page of this Letter of Transmittal on or prior to the Expiration Date (as
defined in the Offer to Purchase). The term "Agent's Message" means a message
transmitted by a Book-Entry Transfer Facility to, and received by, the
Depositary and forming a part of a Book-Entry confirmation, which states that
such Book-Entry Transfer Facility has received an express acknowledgement from
the participant in such Book-Entry Transfer Facility tendering the Shares, that
such participant has received and agrees to be bound by the terms of the Letter
of Transmittal and that the Company may enforce such agreement against the
participant.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING
STOCKHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Except as specifically permitted by Section 6 of the Offer to Purchase, no
alternative or contingent tenders will be accepted. See Section 1 of the Offer
to Purchase. By executing this Letter of Transmittal (or facsimile thereof), the
tendering stockholder waives any right to receive any notice of the acceptance
for payment of the Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule attached hereto.
4. Partial Tenders (Not Applicable to Stockholders Who Tender By Book-Entry
Transfer). If fewer than all the Shares represented by any certificate delivered
to the Depositary are to be tendered, fill in the number of Shares that are to
be tendered in the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the old certificate
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes on this Letter of Transmittal, as promptly as practicable
following the expiration or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. Indication of Price at Which Shares Are Being Tendered. For Shares to be
validly tendered, the stockholder 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" in this Letter of Transmittal, except that
any stockholder who owned beneficially as of the close of business on November
18, 1996, and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares, may check the box above in the section
entitled "Odd Lots" indicating that such stockholder is tendering all Shares at
the Purchase Price determined by the Company. Only one box may be checked. If
more than one box is checked or if no box is checked (except as provided in the
Odd Lots box and this Instruction 5), there is no valid tender of Shares. A
stockholder 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 validly withdrawn as provided in Section 4
of the Offer to Purchase) at more than one price.
6. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
hereby, the signature(s) must correspond with the name(s) as written on the face
of the certificates without alteration, enlargement or any change whatsoever.
If any of the Shares hereby is held of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made to, or Shares
not tendered or not purchased are to be registered in the name of, any person
other than the registered holder(s). Signatures on any such certificates or
stock powers must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates evidencing the
Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on the certificates for such Shares. Signature(s) on any
such certificates or stock powers must be guaranteed by an Eligible Institution.
See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of such person so to act must be submitted.
7. Stock Transfer Taxes. The Company will pay or cause to be paid any stock
transfer taxes with respect to the sale and transfer of any Shares to it or its
order pursuant to the Offer. If, however, payment of the purchase price is to be
made to, or Shares not tendered or not purchased are to be registered in the
name of, any person other than the registered holder(s), or if tendered Shares
are registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s), such other person or otherwise) payable on account
of the transfer to such person will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted. See Section 5 of the Offer to Purchase. EXCEPT AS PROVIDED IN THIS
INSTRUCTION 7, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE
CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
8. Special Payment and Delivery Instructions. If the check for the purchase
price of any Shares purchased is to be issued in the name of, and/or any Shares
not tendered or not purchased are to be returned to, a person other than the
person(s) signing this Letter of Transmittal or if the check and/or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed. Stockholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained by
such stockholder at the Book-Entry Transfer Facility from which such transfer
was made.
9. Odd Lots. As described in the Offer to Purchase, if fewer than all
Shares validly tendered at or below the Purchase Price and not withdrawn on or
prior to the Expiration Date are to be purchased, the Shares purchased first
will consist of all Shares tendered by any stockholder who owned beneficially as
of the close of business on November 18, 1996, and continues to own beneficially
as of the Expiration Date, an aggregate of fewer than 100 Shares and who validly
and unconditionally tendered all such Shares at or below the Purchase Price
(including by not designating a Purchase Price as described above). Partial or
conditional tenders of Shares will not qualify for this preference. This
preference will not be available unless the box captioned "Odd Lots" in this
Letter of transmittal is completed.
10. Dividend Reinvestment and Stock Purchase Plan. If the tendering
stockholder is a participant in the FFY Financial Corp. Dividend Reinvestment
and Stock Purchase Plan (the "DRIP") and wishes to have The Fifth Third Bank, as
agent thereof (the "Agent"), tender all or part of the Shares in such
participant's account, the participant must so indicate by completing the box
captioned "The Following is to be Completed Only by Participants in the FFY
Financial Corp. Dividend Reinvestment and Stock Purchase Plan", in addition to
completing the other relevant sections of this Letter of Transmittal and
complying with the provisions of the Offer. Participants can cause the Agent to
tender all of the Shares in such DRIP account, including Shares purchased with
the dividend paid on November 14, 1996, or tender such number of shares in such
DRIP account as specified. Participants may determine the approximate number of
Shares allocated to their DRIP accounts after 4:00 p.m. New York City time on
November 20, 1996, by computing the average of the high and low trade prices of
Shares on November 15, 1996 (which may be obtained from the Information Agent or
from brokers), taking into account that the dividend per Share paid on November
14, 1996 (which was used to purchase Shares under the DRIP for participants in
that plan) was $0.175. Participants in the DRIP may withdraw such Shares before
5:00 p.m. New York City time on the Expiration Date, by following the procedure
for withdrawal of Shares. Failure to check any block in the box captioned "The
Following is to be Completed Only by Participants in the FFY Financial Corp.
Dividend Reinvestment and Stock Purchase Plan" will result in none of the
participant's Shares in the DRIP being tendered.
11. Substitute Form W-9 and Form W-8. The tendering stockholder is required
to provide the Depositary with either a correct Taxpayer Identification Number
("TIN") on Substitute Form W-9, which is provided under "Important Tax
Information" below, or a properly completed Form W-8. Failure to provide the
information on either Substitute Form W-9 or Form W-8 may subject the tendering
stockholder to 31% federal income tax backup withholding on the payment of the
purchase price. The box in Part 2 of Substitute Form W-9 may be checked if the
tendering stockholder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future. If the box in Part 2 is
checked and the Depositary is not provided with a TIN by the time of payment,
the Depositary will withhold 31% on all payments of the purchase price
thereafter until a TIN is provided to the Depositary.
12. Requests for Assistance or Additional Copies. Any questions or requests
for assistance may be directed to the Information Agent or the Dealer Managers
at their respective telephone numbers and addresses listed below. Requests for
additional copies of the Offer to Purchase, this Letter of Transmittal or other
tender offer materials may be directed to the Information Agent or the Dealer
Managers and such copies will be furnished promptly at the Company's expense.
Stockholders may also contact their local broker, dealer, commercial bank or
trust company for assistance concerning the Offer.
13. Irregularities. All questions as to the Purchase Price, the form of
documents, and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by the Company, in its
sole discretion, and its determination shall be final and binding. The Company
reserves the absolute right to reject any or all tenders of Shares that it
determines are not in proper form or the acceptance for payment of or payment
for Shares that may, in the opinion of the Company's counsel, be unlawful.
Except as otherwise provided in the Offer to Purchase, the Company also reserves
the absolute right to waive any of the conditions to the Offer or any defect or
irregularity in any tender of Shares and the Company's interpretation of the
terms and conditions of the Offer (including these instructions) shall be final
and binding. 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 Managers, the Depositary, the Information Agent or any
other person shall be under any duty to give notice of any defect or
irregularity in tenders, nor shall any of them incur any liability for failure
to give any such notice. Tenders will not be deemed to have been made until all
defects and irregularities have been cured or waived.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED COPY THEREOF)
TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE
EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with such
stockholder's correct TIN on Substitute Form W-9 below. If such stockholder is
an individual, the TIN is his or her social security number. For businesses and
other entities, the number is the employer identification number. If the
Depositary is not provided with the correct TIN or properly completed Form W-8,
the stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such stockholder with respect to
Shares purchased pursuant to the Offer may be subject to backup withholding.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to these backup withholding
and reporting requirements. In order for a noncorporate foreign stockholder to
qualify as an exempt recipient, that stockholder must complete and sign a Form
W-8, Certificate of Foreign Status, attesting to that stockholder's exempt
status. The Form W-8 can be obtained from the Depositary. Exempt stockholders,
other than noncorporate foreign stockholders, should furnish their TIN, write
"Exempt" on the face of the Substitute Form W-9 below and sign, date and return
the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If federal income tax backup withholding applies, the Depositary is
required to withhold 31% of any payments made to the stockholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of the
tax withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a stockholder with
respect to Shares purchased pursuant to the Offer, the stockholder is required
to notify the Depositary of his or her correct TIN by completing the Substitute
Form W-9 included in this Letter of Transmittal certifying that the TIN provided
on Substitute Form W-9 is correct and that (1) the stockholder has not been
notified by the Internal Revenue Service that he or she is subject to federal
income tax backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified the stockholder that
he or she is no longer subject to federal income tax backup withholding. Foreign
stockholders must submit a properly completed Form W-8 in order to avoid the
applicable backup withholding; provided, however, that backup withholding will
not apply to foreign stockholders subject to 30% (or lower treaty rate)
withholding on gross payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the registered 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.
PAYER'S NAME: THE FIFTH THIRD BANK
<TABLE>
<CAPTION>
<C> <C> <C>
--------------------------------------------------------------------------------------------------------------------------
| | PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT | |
| | AND CERTIFY BY SIGNING AND DATING BELOW. | TIN ________________________________ |
| SUBSTITUTE | | Social Security Number |
| | ____________________________________________________ | or |
| FORM W-9 | NAME (Please Print) | Employer Identification Number |
| | | |
| | ____________________________________________________ | PART 2: For Payees exempt from backup |
| | | withholding, see the Important Tax |
| | ____________________________________________________ | Information above and Guidelines for |
| | ADDRESS | Certification of Taxpayer Identification |
| | | Number on Substitute Form W-9 enclosed |
| | ____________________________________________________ | herewith and complete as instructed |
| | CITY STATE ZIP CODE | herein. |
| | | Awaiting TIN [ ] |
| |---------------------------------------------------------------------------------------------------|
| DEPARTMENT OF THE | PART 3--CERTIFICATION-UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) the number shown |
| TREASURY INTERNAL | on this form is my correct taxpayer identification number (or a TIN has not been issued to |
| REVENUE SERVICE | me but I have mailed or delivered an application to receive a TIN or intend to do so in |
| PAYOR'S REQUEST | the near future), (2) I am not subject to backup withholding either because I have not |
| FOR TAXPAYER | been notified by the Internal Revenue Service (the "IRS") that I am subject to backup |
| IDENTIFICATION | withholding as a result of a failure to report all interest or dividends or the IRS has |
| NUMBER (TIN) AND | notified me that I am no longer subject to backup withholding, and (3) all other |
| CERTIFICATION | information provided on this form is true, correct and complete. |
| | |
| | SIGNATURE __________________________________________ DATE __________________________ |
| | |
| | You must cross out item (2) above if you have been notified by the IRS that you are |
| | currently subject to backup withholding because of underreporting interest or dividends |
| | on your tax return. |
| ---------------------------------------------------------------------------------------------------|
| 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 CHECKED THE BOX |
| IN PART 2 OF THE SUBSTITUTE FORM W-9. |
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
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 (1) 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
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all payments of the Purchase Price made to me
thereafter will be withheld until I provide a number.
Signature_________________________________________ Date_____________________
The Information Agent:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Bankers and Brokers Call Collect:
(212) 269-5550
ALL OTHERS CALL TOLL FREE:
1-800-488-8095
The Dealer Managers:
<TABLE>
<C> <C>
Friedman, Billings, Ramsey & Co., Inc. Sandler O'Neill & Partners, L.P.
Potomac Tower 2 World Trade Center - 104th Floor
1001 Nineteenth Street North New York, New York 10048
Arlington, Virginia 22209-1710 Telephone: (212) 466-7737 (call collect)
Telephone: (703) 312-9500 (call collect) Telephone: (800) 635-6860 (toll free)
Telephone: (800) 846-5050 (toll free)
</TABLE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
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.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Give the Give the
SOCIAL SECURITY SOCIAL SECURITY
For this type of account: number of-- For this type of account: number of--
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. An individual's account The individual 8. Sole proprietorship account The owner(4)
2. Two or more individuals The actual owner of the 9. A valid trust, estate, or The legal entity (do not
(joint account) account or, if combined pension trust furnish the identifying
funds, any one of the number of the personal
individuals(1) representative or trustee
unless the legal entity
3. Husband and wife (joint The actual owner of the itself is not designated
account) account or, if joint funds, in the account title.)(5)
either person(1)
10. Corporate account The corporation
4. Custodian account of minor The minor(2)
(Uniform Gift to Minors Act) 11. Religious, charitable, or The organization
educational organization
5. Adult and minor (joint account) The adult or, if the minor account
is the only contributor,
the minor(1) 12. Partnership account held in The partnership
the name of the business
6. Account in the name of The ward, minor, or
guardian or committee for incompetent person(3) 13. Association, club, or other The organization
a designated ward, minor, tax-exempt organization
or incompetent person
14. A broker or registered nominee The broker or nominee
7. a. The usual revocable savings The grantor-trustee(1)
trust account (grantor is 15. Account with the Department The public entity
also trustee) of Agriculture in the name of
a public entity (such as a
b. So-called trust account that The actual owner(1) State or local government,
is not a legal or valid trust school district, or prison)
under State law that receives agricultural
program payments
<FN>
<F1> (1) List first and circle the name of the person whose number you furnish.
<F2> (2) Circle the minor's name and furnish the minor's social security number.
<F3> (3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
<F4> (4) Show the name of the owner.
<F5> (5) List first and circle the name of the legal trust, estate, or pension
trust.
<F6> 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.
</TABLE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
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.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
* Payments to nonresident aliens subject to withholding under section
1441.
* 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, 6041A(a),
6045 and 6050A.
Privacy Act Notice.--Section 6109 requires most recipients of dividend,
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. Effective 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 Num-ber.--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) Failure to Report Certain Dividend and Interest Payments.--If you fail
to include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 5% on any portion of an
under-payment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) Civil Penalty for False Information With Respect to Withhold-ing.--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.
(4) 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.
Exhibit (a)(3)
<TABLE>
<CAPTION>
<S> <S>
Friedman, Billings, Ramsey & Co., Inc. Sandler O'Neill & Partners, L.P.
Potomac Tower 2 World Trade Center - 104th Floor
1001 Nineteenth Street North New York, New York 10048
Arlington, Virginia 22209-1710 Telephone: (212) 466-7737 (call collect)
Telephone: (703) 312-9500 (call collect) Telephone: (800) 635-6860 (toll free)
Telephone: (800) 846-5050 (toll free)
</TABLE>
FFY FINANCIAL CORP.
Offer To Purchase For Cash Up To
1,500,000 Shares Of Its Common Stock
At A Purchase Price Not In Excess Of $26.00
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 DECEMBER 20, 1996,
UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
FFY Financial Corp., a Delaware corporation (the "Company"), has appointed
us to act as Dealer Managers in connection with its offer to purchase for cash
up to 1,500,000 shares of its Common Stock, $0.01 par value per share (the
"Shares"), at prices not in excess of $26.00 nor less than $24.00 per Share,
specified by stockholders tendering their Shares, upon the terms and subject to
the conditions set forth in the Company's Offer to Purchase, dated November 20,
1996, and in the related Letter of Transmittal (which together constitute the
"Offer").
The Company will determine the single per Share price, not in excess of
$26.00 nor less than $24.00 per Share, net to the seller in cash (the "Purchase
Price"), that it will pay for Shares validly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to buy 1,500,000 Shares (or such lesser number of Shares as are
properly tendered at prices not in excess of $26.00 nor less than $24.00 per
Share). All Shares validly tendered at prices at or below the Purchase Price and
not withdrawn on or prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase) will be purchased at the Purchase Price, subject to the terms
and conditions of the Offer, including the proration and conditional tender
provisions. See Sections 1 and 16 of the Offer to Purchase.
Upon the terms and subject to the conditions of the Offer, if, at the
expiration of the Offer, more than 1,500,000 Shares are validly tendered at or
below the Purchase Price and not withdrawn, the Company will buy Shares (i) from
stockholders who owned beneficially as of the close of business on November 18,
1996, and continue to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares who properly tender all their Shares at or below the
Purchase Price, and (ii) then, on a pro rata basis, from all other stockholders
who properly tender their Shares at prices at or below the Purchase Price (and
do not withdraw them prior to the expiration of the Offer), other than
stockholders who tender conditionally, and for whom the condition is not
satisfied. See Sections 1, 2 and 6 of the Offer to Purchase. All Shares not
purchased pursuant to the Offer, including Shares tendered at prices greater
than the Purchase Price and Shares not purchased because of proration or because
they were conditionally tendered and not accepted for purchases will be returned
to the tendering stockholders at the Company's expense as promptly as
practicable following the Expiration Date.
The Depositary for the Offer also acts as the agent for participants in the
Company's Dividend Reinvestment and Stock Purchase Plan (the "DRIP") and will
make available to the participants whose accounts are credited with Shares under
the DRIP all documents furnished to stockholders generally in connection with
the Offer. Certain participants in the DRIP will also receive additional copies
of such documents directly if they also hold Shares in nominee accounts or in
different names. Participants in the DRIP may use the Letter of Transmittal to
tender such participants' Shares in the Offer by completing the box captioned
"The Following is to be Completed Only by Participants in the FFY Financial
Corp. Dividend Reinvestment and Stock Purchase Plan" on the Letter of
Transmittal. Each participant may direct that all, some or none of the Shares
credited to the participant's account are to be tendered. Stockholders who
intend to tender Shares held in the DRIP in addition to Shares which are not
held in the DRIP may use one Letter of Transmittal to tender all of such Shares
if such participant wishes to tender all such Shares at the same price (even if
such stockholders have received more than one copy of the Offer). Separate
Letters of Transmittal must be used if a participant in the DRIP intends to
tender Shares at different prices. See Instruction 10 to the Letter of
Transmittal. Participants in the DRIP who do not wish to tender their shares
held in the DRIP do not need to take any action. Participants may complete the
box captioned "The Following is to be Completed Only by Participants in the FFY
Financial Corp. Dividend Reinvestment and Stock Purchase Plan" on only one
Letter of Transmittal submitted by such participant. If a participant submits
more than one Letter of Transmittal and completes such box on more than one
Letter of Transmittal, the participant will be deemed to have elected to tender
all Shares allocated to the stockholder's account under the DRIP at the lowest
of the prices specified in such Letters of Transmittal. Participants in the DRIP
who wish to tender the Shares that were allocated to their accounts under the
DRIP on November 20, 1996, in connection with the payment of the Company's
quarterly dividend on November 14, 1996, should so indicate on the Letter of
Transmittal. Participants in the DRIP may confirm the number of Shares allocated
to them on November 20, 1996 under the DRIP after 4:00 P.M. New York City time
on that day by reference to the average of the high and low trade price of the
Company's Shares on November 15, 1996 (which may be obtained from the
Information Agent or from brokers), taking into account that the dividend per
Share paid on November 14, 1996 (which was used to purchase Shares under the
DRIP for participants in the DRIP) was $0.175. Participants in the DRIP may
withdraw such Shares by following the procedure for withdrawal of Shares, before
5:00 P.M. New York City time on December 20, 1996. See Section 4 of the Offer to
Purchase. Participants in the DRIP are urged to read the Letter of Transmittal
and related materials carefully.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED
PURSUANT TO THE OFFER. SEE SECTION 7 OF THE OFFER TO PURCHASE.
No fees or commissions will be payable to brokers, dealers or any person
for soliciting tenders of Shares pursuant to the Offer other than fees paid to
the Dealer Managers as described in the Offer to Purchase. The Company will,
upon request, reimburse brokers and banks for reasonable and customary handling
and mailing expenses incurred by them in forwarding materials relating to the
Offer to their customers. The Company will pay all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, subject to
Instruction 7 of the Letter of Transmittal.
No broker, dealer, bank, trust company or fiduciary shall be deemed to be
the agent of the Company, The Fifth Third Bank as "Depositary," the Dealer
Managers or D. F. King & Co., Inc., as "Information Agent," for purposes of the
Offer.
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, we are enclosing
the following documents:
1. Offer to Purchase, dated November 20, 1996;
2. Letter to Clients 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;
3. Letter, dated November 20, 1996, from Jeffrey L. Francis, President
and Chief Executive Officer of the Company, to stockholders of the
Company;
4. Letter of Transmittal for your use and for the information of your
clients (together with accompanying Form W-9 and guidelines); and
5. A return envelope addressed to The Fifth Third Bank, as Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON DECEMBER 20, 1996, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary with either certificate(s) representing the tendered Shares or
confirmation of their book-entry transfer, all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed to
the Depositary, the Information Agent or the Dealer Managers at their respective
addresses and telephone numbers set forth on the back cover page of the Offer to
Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent, telephone: (800) 488-8095 or, in New York, (212) 269-5550.
Very truly yours,
Friedman, Billings, Ramsey & Co., Inc.
Sandler O'Neill & Partners, L.P.
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE DEALER
MANAGERS OR THE 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
THEREIN.
Exhibit (a)(4)
FFY FINANCIAL CORP.
Offer To Purchase For Cash Up To
1,500,000 Shares Of Its Common Stock
At A Purchase Price Not In Excess Of $26.00
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 DECEMBER 20, 1996,
UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated November
20, 1996, and the related Letter of Transmittal (which together constitute the
"Offer") in connection with the Offer by FFY Financial Corp., a Delaware
corporation (the "Company"), to purchase up to 1,500,000 shares of its Common
Stock, $0.01 par value per share (the "Shares"), at prices not in excess of
$26.00 nor less than $24.00 per Share, as specified by tendering stockholders,
upon the terms and subject to the conditions set forth in the Offer.
The Company will determine the single per Share price, not in excess of
$26.00 nor less than $24.00 per Share, net to the seller in cash (the "Purchase
Price"), that it will pay for Shares validly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to buy 1,500,000 Shares (or such lesser number of Shares as are
validly tendered at prices not in excess of $26.00 nor less than $24.00 per
Share). All Shares properly tendered at prices at or below the Purchase Price
and not withdrawn on or prior to the Expiration Date (as defined in Section 1 of
the Offer to Purchase) will be purchased at the Purchase Price, subject to the
terms and conditions of the Offer, including the proration and conditional
tender provisions. See Sections 1 and 16 of the Offer to Purchase.
Upon the terms and subject to the conditions of the Offer, if, at the
expiration of the Offer, more than 1,500,000 Shares are validly tendered at or
below the Purchase Price and not withdrawn, the Company will buy Shares (i) from
stockholders who owned beneficially as of the close of business on November 18,
1996, and continue to own beneficially as of the Expiration Date an aggregate of
fewer than 100 Shares who properly tender all their Shares at prices at or below
the Purchase Price, and (ii) then, on a pro rata basis, from all other
stockholders who properly tender their Shares at or below the Purchase Price
(and do not withdraw them prior to the expiration of the Offer), other than
stockholders who tender conditionally and for whom the condition is not
satisfied. See Sections 1, 2 and 6 of the Offer to Purchase. All Shares not
purchased pursuant to the Offer, including Shares tendered at prices greater
than the Purchase Price and Shares not purchased because of proration or because
they were conditionally tendered and not accepted for purchase will be returned
to the tendering stockholders at the Company's expense as promptly as
practicable following the Expiration Date.
The Depositary for the Offer also acts as the agent for participants in the
Company's Dividend Reinvestment and Stock Purchase Plan (the "DRIP") and will
make available to the participants whose accounts are credited with Shares under
the DRIP all documents furnished to stockholders generally in connection with
the Offer. Certain participants in the DRIP will also receive additional copies
of such documents directly if they also hold Shares in nominee accounts or in
different names. Participants in the DRIP may use the Letter of Transmittal to
tender such participants' Shares in the Offer by completing the box captioned
"The Following is to be Completed Only by Participants in the FFY Financial
Corp. Dividend Reinvestment and Stock Purchase Plan" on the Letter of
Transmittal. Each participant may direct that all, some or none of the Shares
credited to the participant's account are to be tendered. Stockholders who
intend to tender Shares held in the DRIP in addition to Shares which are not
held in the DRIP may use one Letter of Transmittal to tender all of such Shares
if such participant wishes to tender all such Shares at the same price (even if
such stockholders have received more than one copy of the Offer). Separate
Letters of Transmittal must be used if a participant in the DRIP intends to
tender Shares at different prices. See Instruction 10 to the Letter of
Transmittal. Participants in the DRIP who do not wish to tender their Shares
held in the DRIP do not need to take any action. Participants may complete the
box captioned "The Following is to be Completed Only by Participants in the FFY
Financial Corp. Dividend Reinvestment and Stock Purchase Plan" on only one
Letter of Transmittal submitted by such participant. If a participant submits
more than one Letter of Transmittal and completes such box on more than one
Letter of Transmittal, the participant will be deemed to have elected to tender
all Shares allocated to the stockholder's account under the DRIP at the lowest
of the prices specified in such Letters of Transmittal. Participants in the DRIP
who wish to tender the Shares that were allocated to their accounts under the
DRIP on November 20, 1996, in connection with the payment of the Company's
quarterly dividend on November 14, 1996, should so indicate on the Letter of
Transmittal. Participants in the DRIP may confirm the number of Shares allocated
to them on November 20, 1996 under the DRIP after 4:00 P.M. New York City time
on that day by reference to the average of the high and low trade price of the
Company's Shares on November 15, 1996 (which may be obtained from the
Information Agent or from brokers), taking into account that the dividend per
Share paid on November 14, 1996 (which was used to purchase Shares under the
DRIP for participants in the DRIP) was $0.175. Participants in the DRIP may
withdraw such Shares by following the procedure for withdrawal of Shares, before
5:00 P.M. New York City time on December 20, 1996. See Section 4 of the Offer to
Purchase. Participants in the DRIP are urged to read the Letter of Transmittal
and related materials carefully.
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 not in excess of $26.00 nor less than
$24.00 per Share as indicated in the attached Instruction Form, net to
you in cash.
2. You may tender your Shares conditioned upon the Company's purchasing
all or a minimum number of your Shares.
3. The Offer is not conditioned on any minimum number of Shares being
tendered pursuant to the Offer.
4. The Offer, proration period and withdrawal rights will expire at 5:00
p.m., New York City time, on December 20, 1996, unless the Company
extends the Offer.
5. The Offer is for 1,500,000 Shares, constituting approximately 29.3% of
the Shares outstanding as of November 18, 1996.
6. Tendering stockholders 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.
7. If you beneficially held, as of the close of business on November 18,
1996, an aggregate of fewer than 100 Shares and you continue to
beneficially own as of the Expiration Date 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 Date (as
defined in the Offer to Purchase) and complete the box captioned "Odd
Lots" in the attached Instruction Form, the Company, upon the terms
and subject to the conditions of the Offer, will accept all such
Shares for purchase before proration, if any, of the purchase of other
Shares validly tendered at or below the Purchase Price.
8. If you wish to tender portions of your Shares at different prices, you
must complete a separate Instruction Form for each price at which you
wish to tender each such portion of your Shares. We must submit
separate Letters of Transmittal on your behalf for each price you will
accept.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the attached
Instruction Form. An envelope to return your Instruction Form 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 INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF THE OFFER.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON DECEMBER 20, 1996, UNLESS THE COMPANY EXTENDS THE OFFER.
As described in Section 1 of the Offer to Purchase, if more than 1,500,000
Shares have been validly tendered at prices at or below the Purchase Price and
not withdrawn on or prior to the Expiration Date (as defined in the Offer to
Purchase), the Company will purchase properly tendered Shares on the basis set
forth below:
(a) first, all Shares validly tendered and not withdrawn on or prior to the
Expiration Date by or on behalf of any stockholder who owned beneficially, as of
the close of business on November 18, 1996 and continues to own beneficially as
of the Expiration Date, an aggregate of fewer than 100 Shares who:
(1) validly tenders all of such Shares at a price at or below the
Purchase Price (partial and conditional tenders will not qualify
for this preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal; and
(b) second, after purchase of all of the foregoing Shares, all other Shares
validly and conditionally tendered at prices at or below the Purchase Price in
accordance with Section 6 of the Offer to Purchase for which the condition was
satisfied, and all other Shares validly and unconditionally tendered at or below
the Purchase Price and not withdrawn on or prior to the Expiration Date on a pro
rata basis (with appropriate adjustments to avoid purchases of fractional
Shares) as described in Section 1 of the Offer to Purchase; and
(c) third, if necessary, Shares validly and conditionally tendered at or
below the Purchase Price and not withdrawn on or prior to the Expiration Date,
selected by lot in accordance with Section 6 of the Offer to Purchase.
You may condition your tender on the Company purchasing a minimum number of
your tendered Shares. In such case, if as a result of the proration provisions
in the Offer to Purchase the Company would purchase less than such minimum
number of your Shares, then the Company will not purchase any of your Shares,
except as provided in the next sentence. If so many conditional tenders would be
deemed withdrawn that the total number of such Shares to be purchased falls
below 1,500,000 Shares, then to the extent feasible, the Company will select
enough of such conditional tenders that would otherwise have been so withdrawn
to permit the Company to purchase 1,500,000 Shares. In selecting among such
conditional tenders, the Company will select by lot and will limit its purchase
in each case to the minimum number of Shares designated. See Sections 1 and 6 of
the Offer to Purchase.
The Offer is being made to all holders of Shares. The Company is not aware
of any jurisdiction where the making of the Offer is not in compliance with
applicable law. If the Company becomes aware of any jurisdiction where the
making of the Offer is not in compliance with any valid applicable law, the
Company will make a good faith effort to comply with such law. If, after such
good faith effort, the Company cannot comply with such law, the Offer will not
be made to, nor will tenders be accepted from or on behalf of, holders of Shares
residing 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 Managers or one or
more registered brokers or dealers licensed under the laws of such jurisdiction.
Exhibit (a)(5)
FFY FINANCIAL CORP.
November 20, 1996
Dear Stockholders of FFY Financial Corp.:
Over time, FFY Financial Corp.'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 this strong capital base
more effectively and to maximize value to our stockholders, we have determined
that a repurchase of our own shares is currently the best alternative to
accomplish those objectives. The Board of Directors has approved a repurchase of
up to 1,500,000 shares of the Company's common stock, or 29.3 percent of our
5,117,198 outstanding shares. A copy of the Offer to Purchase is enclosed.
The Company is conducting the offer through a procedure referred to as a
"Modified Dutch Auction." This procedure allows you to select the price at which
you are willing to sell, or tender, all or part of your shares within a price
range of not more than $26.00 per share and not less than $24.00 per share. Upon
expiration of the offer, we will select the lowest purchase price from those
shares tendered that will allow us to buy up to 1,500,000 shares. All shares
purchased in the offer will receive the same purchase price, even those shares
that are tendered below the purchase price. In addition, if you own less than
100 shares and tender all of your shares at or below the purchase price, you
will receive priority and have all of your shares purchased even if more than
1,500,000 shares are tendered. No brokerage fees or commissions will be charged
to you if you tender your shares.
We encourage each stockholder to read carefully the Offer to Purchase and
related materials. Neither FFY Financial Corp. nor our Board of Directors make
any recommendation whether to tender shares to the Company. You should make your
decision independently after consulting with your advisors.
To assist us with this offer, we have engaged Friedman, Billings, Ramsey &
Co., Inc. and Sandler O'Neill & Partners, L.P. to serve as the Dealer Managers
and D. F. King & Co., Inc. to serve as Information Agent. Representatives from
these firms may contact you by phone to make sure you have received the Offer to
Purchase and related materials and to answer any questions you may have. If you
need information or additional forms, please call toll-free the Information
Agent at 800-488-8095, Friedman, Billings, Ramsey & Co., Inc. at 800-846-5050 or
Sandler O'Neill & Partners, L.P. at 800-635-6860.
Unless otherwise extended, the offer will expire at 5:00 p.m. New York City
time on December 20, 1996. We again encourage you to read carefully the enclosed
material.
As always, we appreciate your interest in FFY Financial Corp.
Sincerely,
Jeffrey L. Francis
President and Chief Executive Officer
Exhibit (a)(6)
MEMO PLEASE CIRCULATE
DATE: November 20, 1996
TO: All Staff
FROM: Jeff Francis, President and CEO
RE: Tender Offer for FFY Financial's Common Stock
- --------------------------------------------------------------------------------
At FFY Financial's Board of Directors Meeting yesterday, November 19, 1996,
the board approved the purchase of 1,500,000 shares of our common 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 members of the Youngstown community 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 further information if additional questions come
up.
Question: Why is FFY Financial offering to repurchase its stock?
Answer: Over time, FFY Financial'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 stockholder value, FFY Financial'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 stockholders. Our financial projections indicate
that the purchase of shares will increase earnings per share and
return on stockholders' equity.
Question: Who's idea was this?
Answer: With the assistance of Friedman, Billings, Ramsey & Co., Inc.
("FBR") and Sandler O'Neill & Partners, L.P. ("Sandler"),
management has conducted a detailed analysis of FFY Financial's
capital structure to determine how to maximize stockholder value by
improving return on stockholders' equity while maintaining a high
level of financial security and preserving future strategic
options. Based upon the results of a series of financial models
developed by FBR and Sandler, a purchase of shares appeared to be
the best means to accomplish the desired objectives. The Modified
Dutch Auction Tender method was determined to be the best way to
acquire shares in the shortest period of time.
Question: How should I respond to questions?
Answer: FFY Financial 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 800-488-8095. Because FFY
Financial 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 FFY Financial's
staff is allowed or authorized to answer any questions or give
any advice regarding the tender offer. We are aware that many
stockholders 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 either to the Information Agent or the
holder's broker or investment advisor.
Question: What do I say if a stockholder asks, "Should I sell (tender) my
stock?"
Answer: Members of the FFY Financial staff must not give any investment
advice to stockholders. The stockholder 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." While the stockholder may call the Information Agent or
the Dealer Managers (FBR and Sandler), they will not receive
investment advice from either organization. They should be
directed to contact their broker or investment advisor.
Question: What do I do if someone brings a Letter of Transmittal to me or my
office?
Answer: Because tenders must be received by The Fifth Third Bank within a
limited amount of time, we cannot take the responsibility for
having any stockholder's tender delivered. Stockholders must send
tenders directly to The Fifth Third Bank at the address provided
in the tender offer documents. That address is:
The Fifth Third Bank
Corporate Trust Operations
38 Fountain Square Plaza
Mail Drop 1090F5
Cincinnati, Ohio 45263
Question: May employees of FFY Financial tender shares in the offer?
Answer: Yes. Employees who own shares of FFY Financial common stock are
eligible to tender their shares. You will receive a complete copy
of the same documents that are being provided to other
stockholders.
Exhibit (a)(7)
FFY FINANCIAL CORP.
QUESTIONS AND ANSWERS
ABOUT THE OFFER OF
FFY FINANCIAL CORP.
TO PURCHASE FOR CASH UP TO 1,500,000 SHARES
OF COMMON STOCK AT A PURCHASE PRICE OF
$24.00 TO $26.00 PER SHARE
November 20, 1996
QUESTIONS AND ANSWERS ABOUT THE OFFER OF FFY FINANCIAL CORP.
TO PURCHASE ITS STOCK
The following information is designed to answer frequently asked questions about
the offer by FFY Financial Corp. to purchase shares of its common stock.
Stockholders 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. FFY Financial Corp. ("FFY" or the "Company") is inviting its stockholders
to tender shares of its common stock, $0.01 par value per share (the
"Shares"), at prices not in excess of $26.00 nor less than $24.00 per Share
in cash, as specified by stockholders tendering their Shares, upon the
terms and subject to the conditions set forth in its Offer to Purchase,
dated November 20, 1996, 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 $26.00 nor less than $24.00 per Share, net to
the seller in cash (the "Purchase Price"), that it will pay for Shares
validly tendered pursuant to the Offer, taking into account the number of
Shares so tendered and the prices specified by tendering stockholders. The
Company will select the lowest Purchase Price that will allow it to buy
1,500,000 Shares (or such lesser number of Shares as are number tendered at
prices not in excess of $26.00 nor less than $24.00 per Share). This type
of issuer tender offer is commonly referred to as a "Modified Dutch
Auction."
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 stockholders 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 stockholders whose shares
are accepted. In this case, FFY is making a direct offer to all of its
stockholders to purchase in the aggregate 1,500,000 Shares of its common
stock at a price not in excess of $26.00 nor less than $24.00 per Share.
This process allows each stockholder to elect whether to sell stock, and
the price the stockholder 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
up to 1,500,000 Shares. All stockholders tendering at or below the Purchase
Price will receive the same amount. For example, if 750,000 Shares are
tendered at $24.00 per Share, 750,000 Shares are tendered at $25.00 per
Share and 500,000 are tendered at $26.00 per Share, 1,500,000 Shares will
be purchased at $25.00 per Share from the persons who tendered at $24.00
and $25.00, and the 500,000 Shares tendered at $26.00 per Share will be
returned and not purchased.
Q. What Will Happen If More Than 1,500,000 Shares Are Tendered At Or Below The
Purchase Price?
A. In the event more than 1,500,000 Shares are tendered at or below the
Purchase Price, Shares tendered at or below the Purchase Price will be
acquired by the Company (i) first from any stockholder who owned
beneficially, as of the close of business on November 18, 1996 and
continues to own beneficially as of the termination of the Offer, an
aggregate of fewer than 100 Shares and who validly tenders all of such
Shares, and (ii) then from all other tendering stockholder subject to
proration.
Q. At What Price May I Tender My Shares?
A. Stockholders may elect to tender their Shares in increments of 1/8th of a
dollar ($.125) starting at $24.00 per Share up to and including $26.00 per
Share. The election as to the number of Shares and the price a stockholder
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 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, The Fifth Third Bank, which
must be received by them by 5:00 p.m. New York City time on December 20,
1996.
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 and 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.
If you are a broker and are tendering Shares in book-entry form for your
customers, you must comply with the Book-Entry Delivery procedure described
in Section 3 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) 837-2755 in Ohio for instructions for
tendering Shares in such circumstances.
Q. Do I Have To Sell My Stock To The Company?
A. No. A stockholder 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 ownership
rights. You will continue to own the same number of Shares without any
adjustment, and you will continue to receive the same dividend and voting
rights. However, since the Company will purchase up to 1,500,000 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 10 business days from
such notice, stockholders 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 $25.00, 500 Shares at $26.00 and
keep the remaining 500 Shares. However, you cannot tender the same stock at
different prices. In the prior example, the stockholder owning 1,500 Shares
cannot tender 1,500 at $25.00 and 1,500 at $26.00. 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 stockholder at the
Purchase Price without the use of a broker.
Q. What If I Am A Participant In The Company's Dividend Reinvestment And Stock
Purchase Plan?
A. If you are a participant in the Company's Dividend Reinvestment and Stock
Purchase Plan (the "DRIP"), you may instruct The Fifth Third Bank, as Agent
of the DRIP, to tender Shares allocated to your account in such DRIP. You
will receive all documents furnished to stockholders generally in
connection with the Offer. Certain participants in the DRIP will also
receive additional copies of such documents directly, if they also hold
Shares in nominee accounts or in different names. You may use the Letter of
Transmittal to instruct the Agent to tender your Shares in the Offer by
completing the box captioned "The Following is to be Completed Only by
Participants in the FFY Financial Corp. Dividend Reinvestment and Stock
Purchase Plan" on the Letter of Transmittal. You may direct that all, some,
or none of the Shares credited to your DRIP account are to be tendered.
Q. What If I Am A DRIP Participant And Wish To Tender Both DRIP And Non-DRIP
Shares?
A. If you intend to tender Shares held in the DRIP in addition to Shares which
are not held in the DRIP, you may use one Letter of Transmittal to tender
all of such Shares, if you wish to tender all such Shares at the same price
(even if you have received more than one copy of the Offer). Separate
Letters of Transmittal must be used if you intend to tender Shares held in
the DRIP and Shares not held in the DRIP at different prices. See
Instruction 10 to the Letter of Transmittal.
Q. How Do I Tender DRIP Shares?
A. If you do not wish to tender your shares held in the DRIP, you do not need
to take any action. If you wish to tender DRIP Shares, you must complete
the box captioned "The Following is to be Completed Only by Participants in
the FFY Financial Corp. Dividend Reinvestment and Stock Purchase Plan" on
only one Letter of Transmittal submitted by you. If you submit more than
one Letter of Transmittal and complete such box on more than one Letter of
Transmittal, you will be deemed to have elected to tender all Shares
allocated to your account under the DRIP at the lowest of the prices
specified in such Letters of Transmittal. If you wish to tender the Shares
that were allocated to your DRIP account on November 20, 1996, in
connection with the payment of the Company's quarterly dividend on November
14, 1996, you should so indicate on the Letter of Transmittal. You are
urged to read the Letter of Transmittal and related materials carefully.
Q. How Do I Determine How Many Shares I Have In My Dividend Reinvestment And
Stock Purchase Plan Account, And The Amount I Will Receive For Tendering
Them?
A. You can determine how many Shares you have in your DRIP account, including
the Shares allocated to your account on November 20, 1996 in connection
with the payment of the Company's quarterly dividend on November 14, 1996,
by reference to your most recent DRIP Statement and by computing the
average of the high and low trade prices of the Company's Shares on
November 15, 1996 (which may be obtained from your broker or the
Information Agent, D.F. King & Co., Inc., after 4:00 P.M. New York City
time on November 20, 1996), taking into account that the dividend per Share
payable on November 14, 1996 was $0.175.
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 December 20,
1996. Generally after December 20, 1996, 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 December 20, 1996
deadline. Except as discussed in the Offer to Purchase, tenders are
irrevocable after the December 20, 1996 deadline.
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
in the box captioned "Description of Shares Tendered".
- Check the box specifying the price at which you are tendering in the
box captioned "Price (in Dollars) Per Share at Which Shares are Being
Tendered".
- If you want to give us special payment instructions, complete the box
captioned "Special Payment Instructions".
- If you want to give us special delivery instructions, complete the box
captioned "Special Delivery Instructions".
- If you are an Odd Lot Holder who is tendering all your shares,
complete the box captioned "Odd Lots".
- If you are a participant in the Company's Dividend Reinvestment and
Stock Purchase Plan, complete the box captioned "The Following is to
be Completed Only by Participants in the FFY Financial Corp. Dividend
Reinvestment and Stock Purchase Plan."
- If you want to make a conditional tender of Shares, complete the box
captioned "Conditional Tenders".
- If your Shares are being delivered by book-entry, complete the box
captioned "Box Below for Use By Eligible Institutions Only".
- Complete substitute Form W-9 to certify your tax identification
number.
- Sign the Letter of Transmittal in the box captioned "Sign Here" (in
certain circumstances, signatures must be guaranteed in this Box).
You must deliver your Share certificates or comply with the book-entry
delivery requirements. See Section 3 of the Offer to Purchase. These
documents must be received by the Depositary, The Fifth Third Bank, no
later than 5:00 p.m. on December 20, 1996. If you are tendering Shares held
by a broker, commercial bank, trust company or other nominee, your
instructions must be given to your nominee who will, on the basis of your
instructions, tender Shares for you. Please see Section 3 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) 488-8095 or (212) 269-5550 in New York, or our Dealer
Managers, Friedman, Billings, Ramsey & Co., Inc., at (800) 846-5050 or
(703) 312-9500 in Virginia, or Sandler, O'Neill & Partners, L.P. at (800)
635-6860 or (212) 466-7737 in New York, from 9:00 a.m. - 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 FFY Financial Corp. Offer to Purchase document dated November 20, 1996 and
the accompanying Letter of Transmittal.
Exhibit (a)(8)
CONTACTS: Jeff Francis, President and CEO, or Michael Brinn
Terri Liutkus, Treasurer of FFY Financial D. F. King & Co., Inc.
(330) 726-3396 (212) 269-5550
Immediate
November 20, 1996
FFY FINANCIAL CORP. OFFERS TO BUY
UP TO 1.5 MILLION SHARES OF ITS COMMON STOCK
Youngstown, OH ..... FFY Financial Corp. (NASDAQ NMS: FFYF) announced today that
its Board of Directors has authorized the repurchase of up to 1,500,000 shares
of its common stock, which represents 29.3 percent of its 5,117,198 outstanding
shares. The repurchase will be made through a "Modified Dutch Auction Tender."
Under this procedure, FFY Financial stockholders will be given the opportunity
to sell part or all of their shares to the Corporation at a price of not less
than $24.00 per share and not more than $26.00 per share. This price range
represents a 3.5 percent discount to a 4.5 percent premium to the November 18,
1996 closing price of $24.875 per share. Based upon the minimum and maximum
offering prices specified in the offer, the aggregate purchase price, if
1,500,000 shares are purchased, would range from $36.0 million to $39.0 million.
The offer to purchase shares will expire at 5:00 p.m. New York City time on
December 20, 1996 unless extended by FFY Financial.
Under the procedures for a Modified Dutch Auction Tender, stockholders may
offer to sell all or a portion of the shares they own at a price not more than
the maximum price ($26.00) nor less than the minimum price ($24.00) specified in
the tender. Upon the expiration of the offer, FFY Financial will select the
lowest purchase price that will allow it to buy 1,500,000 shares. All shares
purchased in the offer will receive the same price. If the number of shares
tendered is equal to or less than 1,500,000 shares, the purchase price will be
the highest price specified by tendering stockholders. If the number of shares
tendered is greater than the number sought, the Corporation will select the
lowest price that will allow it to buy the number of shares it seeks.
Jeffrey L. Francis, FFY Financial's President and Chief Executive Officer,
stated, "FFY Financial is making the tender offer because its Board of Directors
believes that the purchase of shares pursuant to the offer should have
beneficial effects on stockholder value while maintaining a strong capital base
to support the needs of our business and our customers. After studying a number
of alternatives, we selected the Modified Dutch Auction Tender because it is a
positive action that has the potential for improving stockholder returns in an
expeditious manner. Based upon pro forma financial analyses, the purchase of
shares should have the effect of increasing earnings per share and raising the
return on stockholders' equity."
FFY Financial Corp. is a savings and loan holding company based in
Youngstown, Ohio and has approximately $603 million in total assets. Its
subsidiary bank, First Federal Savings Bank of Youngstown has 10 banking offices
and one limited service lending facility serving the Youngstown metropolitan
area of northeast Ohio.
Friedman, Billings, Ramsey & Co., Inc. and Sandler O'Neill & Partners, L.P.
will act as dealer managers for the offer, and The Fifth Third Bank will be the
depositary for the shares tendered. Questions or to requests for assistance may
be directed to D. F. King & Co., Inc., the information agent at 1-800-488-8095.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of FFY Financial Corp. common stock. The offer is made
solely by the Offer to Purchase dated November 20, 1996 and the related Letter
of Transmittal.
Exhibit (a)(9)
This announcement is neither an Offer to Purchase nor a solicitation of an offer
to sell shares of FFY Financial Corp. common stock. The offer is made solely by
the Offer to Purchase, dated November 20, 1996, and the related Letter of
Transmittal, copies of which may be obtained from the Information Agent.
FFY FINANCIAL CORP.
Offers to
Purchase For Cash up to 1,500,000 Shares of its
Common Stock
At a Purchase Price Not Greater Than $26.00 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 DECEMBER 20, 1996,
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
The Information Agent for the Offer is:
D. F. King & Co., Inc.
77 Water Street
New York, New York 10005
(212) 269-5550 (call collect)
or
(800) 488-8095 (toll free)
The Dealer Managers for the Offer are:
Friedman, Billings, Ramsey & Co., Inc. Sandler O'Neill & Partners, L.P.
Potomac Tower 2 World Trade Center - 104th Floor
1001 Nineteenth Street North New York, New York 10048
Arlington, Virginia 22209-1710 (212) 466-7737
(703) 312-9500 call toll free (800) 635-6860
call toll free (800) 846-5050
November 20, 1996
