SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FINAL AMENDMENT
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.
(Name of Person Filing Statement)
Common Stock, Par Value $0.10 per Share
(Title of Class of Securities)
895452 10 0
(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
(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 Final Amendment to Schedule 13E-4 amends and supplements the
Schedule 13E-4 filed October 20, 1998 and amended on October 23, 1998, November
23, 1998 and December 8, 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.
The "Modified Dutch Auction" self-tender offer which commenced on
October 20, 1998, expired at 5:00 p.m., Wyoming Time, December 7, 1998. Based on
a final count, 313,000 shares tendered will be purchased at a price of $14.00
per share (the "Purchase Price"). This represents approximately 26.7% of the
common shares outstanding. Odd lots tendered at or below the Purchase Price
totaling 170 Shares will be purchased in their entirety. The remaining 312,830
Shares will be purchased on a 91.75 percent pro rata basis from shareholders who
tendered a total of 341,143 shares to the Company at or below the Purchase
Price. In addition, it is expected that the Company will purchase all Shares
validly tendered by any shareholder who tendered all Shares owned, beneficially
or of record, at or below the Purchase Price and who, as a result of proration,
would then own, beneficially, an aggregate of fewer than 100 Shares. This
represents 1,125 additional Shares.
All Shares not purchased will be returned to tendering shareholders as
promptly as practicable.
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 10, 1998
Tri-County Bancorp, Inc.
By: /s/ Robert L. Savage
----------------------------------------
Name: Robert L. Savage
Title: President and Chief Executive Officer
