SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FINAL AMENDMENT TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
OTTAWA FINANCIAL CORPORATION
(NAME OF ISSUER)
OTTAWA FINANCIAL CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
WARRANTS
(TITLES OF CLASSES OF SECURITIES)
689391118
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
DOUGLAS J. IVERSON
OTTAWA FINANCIAL CORPORATION
245 CENTRAL AVENUE
HOLLAND, MICHIGAN 49423
(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S)
FILING STATEMENT)
WITH COPIES TO:
JAMES S. FLEISCHER, P.C.
DAVE M. MUCHNIKOFF, P.C.
SILVER, FREEDMAN & TAFF, L.L.P.
1100 NEW YORK AVENUE
WASHINGTON, D.C. 20005
(202) 414-6100
December 24, 1998
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
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This Schedule 13E-4 relates to an offer by Ottawa Financial Corporation, a
Delaware corporation (the "Company"), upon the terms and conditions set forth in
the Offering Circular dated December 24, 1998 (the "Offering Circular"), a copy
of which was filed as Exhibit (a)(2) to such Schedule 13e-4, to exchange for
each outstanding warrant to purchase 1.21 shares of the Company's common stock,
par value $.01 per share (the "Common Stock") at a purchase price of $14.46 per
share, as adjusted, through February 13, 1999 ("Warrants"), at the holder's
option, either (i) 0.44 shares of the Company's Common Stock or (ii) $10.03 in
cash (the "Exchange Offer"). The Exchange Offer was not conditioned upon the
exchange of a minimum number of Warrants.
An aggregate of 382,124 Warrants (representing approximately 85.9% of the
Warrants outstanding) were validly tendered for exchange and not withdrawn
pursuant to the Exchange Offer. The Company has accepted for exchange all
validly tendered Warrants. Of the 382,124 Warrants tendered for exchange,
holders of 373,138 Warrants elected to receive Company Common Stock (resulting
in the issuance of 164,181 shares of Common Stock) and holders of 8,986 Warrants
elected to receive cash (resulting in the payment of $90,130 in cash).
Item 9. Material to be Filed as Exhibits.
(a)(9) Press Release dated February 4, 1999.
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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.
OTTAWA FINANCIAL CORPORATION
Date: February 4, 1999 By: /s/ Douglas J. Iverson
----------------------
Name: Douglas J. Iverson
Title: Vice Chairman and Chief
Executive Officer
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EXHIBIT (a)(9)
Contact: Douglas J. Iverson
Chief Executive Officer
Ottawa Financial Corporation
(616) 393-7000
Jon W. Swets
Chief Financial Officer
(616) 224-2841
FOR IMMEDIATE RELEASE
WARRANT EXCHANGE OFFER BY
OTTAWA FINANCIAL CORPORATION SUCCESSFUL
HOLLAND, MICHIGAN, February 4, 1999 -- OTTAWA FINANCIAL CORPORATION
(NASDAQ: OFCP) announced today that it had accepted tenders for approximately
86% of its warrants to purchase 1.21 shares of Company common stock at $14.46
per share pursuant to an exchange offer that expired on Tuesday, January 26,
1999 at 5:00 p.m. New York City time. Ottawa Financial Corporation has issued
164,181 shares of its common stock and paid $90,130 in cash pursuant to the
exchange offer. After the transaction, there are 5.6 million shares of common
stock outstanding.
The warrants were issued in connection with the Company's 1996 acquisition
of AmeriBank Federal Savings Bank. Holders of warrants were offered a choice of
either 0.44 shares of common stock or $10.03 in cash for each warrant. The
exchange offer was not conditioned upon the exchange of a minimum number of
warrants.
The Company noted that the results of the exchange offer are a positive
step in reducing the amount of cash which may be received and the number of
shares of common stock that could be issued pursuant to an exercise of the
warrants. Mr. Iverson stated "We are pleased with the results of the exchange
offer. The Company is constantly exploring ways to maximize value to our
stockholders, and avoiding the issuance of a significant number of shares of
common stock pursuant to the exercise of the warrants prevents unnecessary
dilution."
AmeriBank operates 26 retail banking offices located in six counties in
Western Michigan. The Bank provides a variety of financial services, including
various business banking products and services, as well as personal financial
planning and mutual fund and annuity products. The Corporation had $938.0
million in assets and $73.4 million in stockholders' equity as of December 31,
1998.
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