SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
AMENDMENT NO. 3
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
TRI-COUNTY BANCORP, INC.
------------------------
(Name of Issuer)
TRI-COUNTY BANCORP, INC.
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(Name of Person Filing Statement)
Common Stock, Par Value $0.10 per Share
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(Title of Class of Securities)
895452 10 0
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(CUSIP Number of Class of Securities)
Robert L. Savage
President and Chief Executive Officer
Tri-County Bancorp, Inc.
2201 Main Street
Torrington, Wyoming 82240
(307) 532-2111
With Copies to:
Gregory A. Gehlmann, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
One Franklin Square
1301 K Street, N.W.
Suite 700 East
Washington, DC 20005
(202) 434-4674
-----------------------------------
(Name, Address and Telephone Number
of Persons Authorized to Receive Notices and Communications
on Behalf of Persons Filing Statement)
October 20, 1998
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(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
================================================================================
Amount of
Transaction Valuation* Filing Fee
================================================================================
$4,382,000 $876.40
================================================================================
* For purposes of calculating fee only. Based on the Offer for 313,000 shares
at the maximum tender offer price per share of $14.00.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: 876.40 Filing Party: Tri-County Bancorp, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: October 20, 1998
<PAGE>
This Amendment No. 3 to Schedule 13E-4 amends and supplements the Schedule
13E-4 filed October 20, 1998 and amended on October 23, 1998 and November 23,
1998 by Tri-County Bancorp, Inc., a Wyoming corporation (the "Company"),
relating to the tender offer to purchase up to 313,000 shares of common stock,
par value $0.10 per share (the "Shares"), at prices not greater than $14.00 nor
less than $11.00 per Share upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated October 23, 1998 (the "Offer to Purchase")
and the related Letter of Transmittal (which are herein collectively referred to
as the "Offer"). The Offer is being made to all holders of Shares, including
officers, directors and affiliates of the Company.
<TABLE>
<CAPTION>
Item 9. Material to be Filed as Exhibits.
<S> <C>
(a)(1) Form of Offer to Purchase dated October 23, 1998.***
(a)(2) Form of Letter of Transmittal.**
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees dated October 23, 1998.*
(a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees dated October 23, 1998.**
(a)(5) Form of Notice of Guaranteed Delivery.**
(a)(6) Form of Letter to Stockholders from the Chief Executive Officer of the Company
dated October 23, 1998.*
(a)(7) Form of press release issued by the Company dated October 20, 1998.*
(a)(8) Form of Letter to Participants in the Tri-County Federal Savings Bank Employee Stock
Ownership Plan dated October 23, 1998.*
(a)(9) Form of Question and Answer Brochure dated October 23, 1998.*
(a)(10) Form of Press Release issued by the Company dated October 20, 1998 (re: 3rd quarter
earnings).**
(a)(11) Form of Press Release issued by the Company dated November 23, 1998 (re: extension of
Offer).***
(a)(12) Form of Press Release issued by the Company dated December 8, 1998.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
</TABLE>
- -------------------
* Previously filed on October 20, 1998 with Schedule 13E-4.
** Previously filed on October 23, 1998 with Amendment No. 1 to Schedule 13E-4.
*** Previously filed on November 23 with Amendment No. 2 to Schedule 13E-4.
2
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 8, 1998.
Tri-County Bancorp, Inc.
By: /s/ Robert L. Savage
-------------------------------------
Name: Robert L. Savage
Title: President and Chief Executive Officer
<PAGE>
<TABLE>
<CAPTION>
INDEX OF EXHIBITS
<S> <C>
(a)(1) Form of Offer to Purchase dated October 23, 1998.***
(a)(2) Form of Letter of Transmittal.**
(a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees dated October 23, 1998.*
(a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees dated October 23, 1998.**
(a)(5) Form of Notice of Guaranteed Delivery.**
(a)(6) Form of Letter to Stockholders from the Chief Executive Officer
of the Company dated October 23, 1998.*
(a)(7) Form of press release issued by the Company dated October 20, 1998.*
(a)(8) Form of Letter to Participants in the Tri-County Federal Savings Bank Employee Stock
Ownership Plan dated October 23, 1998.*
(a)(9) Form of Question and Answer Brochure dated October 23, 1998.*
(a)(10) Form of Press Release issued by the Company on October 20, 1998 (re: 3rd quarter
earnings).**
(a)(11) Form of Press Release issued by the Company dated November 23, 1998 (re: extension
of Offer).***
(a)(12) Form of Press Release issued by the Company dated December 8, 1998.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- ----------------------
* Previously filed on October 20, 1998 with Schedule 13E-4.
** Previously filed on October 23, 1998 with Amendment No. 1 to Schedule 13E-4.
*** Previously filed on November 23 with Amendment No. 2 to Schedule 13E-4.
</TABLE>
EXHIBIT 99.(a)(12)
<PAGE>
TRI-COUNTY BANCORP, INC. Contact: Robert L. Savage
Torrington, Wyoming President
(307) 532-2111
For Immediate Release
Tri-County Bancorp, Inc.
Share Repurchase Preliminary Results
Torrington, Wyoming -- December 8, 1998 (Nasdaq "TRIC") -- Tri-County
Bancorp, Inc., the holding company of Tri-County Federal Savings Bank (the
"Bank") announced today that the "Modified Dutch Auction" self-tender offer
which commenced on October 23, 1998 expired at 5:00 p.m., Wyoming Time, December
7, 1998. Shareholders tendered approximately 341,143 shares (including shares
tendered pursuant to guarantees of delivery) or approximately 28.85% of the
common shares outstanding. It is expected that the purchase price will be $14.00
per share. The Company intends to purchase 313,000 shares, or approximately
91.75% of all shares tendered. All shares tendered above $14.00 per share and
shares not purchased due to proration will be promptly returned. The numbers and
prices set forth above are subject to verification in the final count, which is
not expected to be completed for several days.
It is expected that the Company will no longer be listed on the Nasdaq
SmallCap Market upon completion of the repurchases.
Keefe, Bruyette & Woods, Inc. assisted in the tender offer.
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