SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FINAL AMENDMENT
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
TRI-COUNTY BANCORP, INC.
------------------------
(Name of Issuer)
TRI-COUNTY BANCORP, INC.
------------------------
(Name of Person(s) Filing Statement)
Common Stock, $.10 par value
----------------------------
(Title of Class of Securities)
895452 10 0
-----------
(CUSIP Number of Class of Securities)
Robert L. Savage
Tri-County Bancorp, Inc.
2201 Main Street
Torrington, Wyoming 82240 (307) 532-2111
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1993.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of filing fee $4,382,000 $876.40
- --------------------------------------------------------------------------------
*For purposes of calculating the filing fee only. This assumes the purchase of
313,000 shares of common stock of the Issuer at the maximum tender offer price
per share of $14.00. The amount of the filing fee, calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934, equals 1/50th of one
percentum of the value of the shares to be purchased.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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 No. 2 to Schedule 13E-3 amends and supplements the
Schedule 13E-3 filed October 20, 1998 and amended on October 23, 1998, November
23, 1998 and December 8, 1998 filed by Tri-County Bancorp, Inc., a Wyoming
corporation (the "Company") in connection with the issuer tender offer to be
made by the Company to its stockholders to purchase up to 313,000 shares of its
outstanding Common Stock, par value $0.10 per share (the "Shares") at prices of
not greater than $14.00 nor less than $11.00 per Share net to the Seller in
cash, upon the terms and subject to the conditions set forth in the Company's
Offer to Purchase, dated October 23, 1998 (the "Offer to Purchase") and in the
accompanying Letter of Transmittal, which together constitute the "Offer,"
copies of which are filed as Exhibits (d)(1) and (d)(2) hereto, respectively.
Unless otherwise indicate, all references in this Statement are to the Offer to
Purchase.
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.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Schedule 13E-4
filed by the Company with the Securities and Exchange Commission concurrently
herewith required to be included in response to the items of this Statement. The
information in such Schedule 13E-4 is hereby expressly incorporated herein by
reference. A copy of such Schedule 13E-4, as amended, of the Company (excluding
exhibits) is attached hereto as Exhibits f(1), f(3), f(5), f(8) and f(9).
2
<PAGE>
CROSS REFERENCE SHEET
Item in Location in
Schedule 13E-3 Schedule 13E-4
- -------------- --------------
Item 1(a) Item 1(a)
Item 1(b) Item 1(b)
Item 1(c) Item 1(c)
Item 1(d) *
Item 1(e) *
Item 1(f) *
Item 2 Item 1(d)
Item 3 *
Item 4 *
Item 5 Item 3
Item 6 Item 2
Item 7 Item 3
Item 8 *
Item 9 *
Item 10(a) *
Item 10(b) Item 4
Item 11 Item 5
Item 12 *
Item 13 *
Item 14 Item 7
Item 15(a) *
Item 15(b) Item 6
Item 16 Item 8
Item 17 Separately included herewith
- -----------------------
* This Item is inapplicable or the answer thereto is in the negative.
3
<PAGE>
17. Material to be filed as Exhibits.
<TABLE>
<CAPTION>
<S> <C>
(a) Not applicable.
(b)(1) Opinion of Keefe, Bruyette & Woods, Inc. dated October 23, 1998
delivered to the Board of Directors and the Special Committee of
the Board (the "Special Committee") (See Annex I to Exhibit
(d)(1) included herein)***
(b)(2) Report of Charles Webb & Company, a division of Keefe, Bruyette
& Woods, Inc.***
(c) Not applicable
(d)(1) Offer to Purchase dated October 23, 1998****
(d)(2) Letter of Transmittal**
(d)(3) Notice of Guaranteed Delivery**
(d)(4) Letter from Securities Dealers, Commercial Banks and Trust
Companies to their Clients**
(d)(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Nominees*
(d)(6) Letter to Stockholders dated October 23, 1998 from Robert L.
Savage, President and Chief Executive Officer of the Company*
(d)(7) Letter to Participants in the Tri-County Federal Savings Bank
Employee Stock Ownership Plan*
(d)(8) Question and Answer Brochure*
(e) Not applicable
(f)(1) Schedule 13E-4 of the Company dated October 20, 1998 (excluding
exhibits)*
(f)(2) Press Release issued by the Company on October 20, 1998*
(f)(3) Amendment No. 1 to Schedule 13E-4 of the Company dated October
23, 1998 (excluding exhibits)**
(f)(4) Press Release issued by the Company on October 20, 1998 (re:
3rd quarter earnings)**
(f)(5) Amendment No. 2 to Schedule 13E-4 of the Company dated November
23, 1998 (excluding exhibits)***
(f)(6) Form of Press Release issued by the Company dated November 23,
1998 (re: extension of Offer)***
(f)(7) Form of Press Release issued by the Company on December 8,
1998****
(f)(8) Amendment No. 3 to Schedule 13E-4 dated December 8, 1998
(excluding exhibits)****
(f)(9) Final Amendment to Schedule 13E-4 dated December 10, 1998
(excluding exhibits)
</TABLE>
- --------------------
* Previously filed on October 20, 1998 with Schedule 13E-3.
** Previously filed on October 23, 1998 with Amendment No. 1 to Schedule
13E-3.
*** Previously filed on November 23, 1998 with Amendment No. 2 to Schedule
13E-3.
**** Previously filed on December 8, 1998 with Amendment No. 3 to Schedule
13E-3.
4
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 10, 1998 Tri-County Bancorp, Inc.
By: /s/ Robert L. Savage
---------------------------------
Name: Robert L. Savage
Title: President
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
<S> <C>
(a) Not applicable.
(b)(1) Opinion of Keefe, Bruyette & Woods, Inc. dated October 23, 1998 delivered
to the Board of Directors and the Special Committee of the Board (the
"Special Committee") (See Annex I to Exhibit (d)(1) included herein)***
(b)(2) Report of Charles Webb & Company, a division of Keefe, Bruyette & Woods,
Inc.***
(c) Not applicable
(d)(1) Offer to Purchase dated October 23, 1998****
(d)(2) Letter of Transmittal**
(d)(3) Notice of Guaranteed Delivery**
(d)(4) Letter from Securities Dealers, Commercial Banks and Trust Companies to
their Clients**
(d)(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Nominees*
(d)(6) Letter to Stockholders dated October 23, 1998 from Robert L. Savage,
President and Chief Executive Officer of the Company*
(d)(7) Letter to Participants in the Tri-County Federal Savings Bank Employee
Stock Ownership Plan*
(d)(8) Question and Answer Brochure*
(e) Not applicable
(f)(1) Schedule 13E-4 of the Company dated October 20, 1998 (excluding
exhibits)*
(f)(2) Press Release issued by the Company on October 20, 1998*
(f)(3) Amendment No. 1 to Schedule 13E-4 of the Company dated October 23, 1998
(excluding exhibits)**
(f)(4) Press Release issued by the Company on October 20, 1998 (re: 3rd quarter
earnings)**
(f)(5) Amendment No. 2 to Schedule 13E-4 of the Company dated November 23, 1998
(excluding exhibits)***
(f)(6) Form of Press Release issued by the Company dated November 23, 1998 (re:
extension of Offer)***
(f)(7) Form of Press Release issued by the Company on December 8, 1998****
(f)(8) Amendment No. 3 to Schedule 13E-4 dated December 8, 1998 (excluding
exhibits)****
(f)(9) Final Amendment to Schedule 13E-4 dated December 10, 1998
</TABLE>
- --------------------
* Previously filed on October 20, 1998.
** Previously filed on October 23, 1998.
*** Previously filed on November 23, 1998 with Amendment No. 2 to Schedule
13E-3.
**** Previously filed on December 8, 1998 with Amendment No. 3 to Schedule
13E-3.
6
EXHIBIT 99.(f)(9)
<PAGE>
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
