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As filed with the Securities and Exchange Commission on October 8, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
FIRST SOUTHERN BANCSHARES, INC.
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(NAME OF ISSUER)
FIRST SOUTHERN BANCSHARES, INC.
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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)
33645 B 10
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(CUSIP NUMBER OF CLASS OF SECURITIES)
Charles L. Frederick, Jr.
President and Chief Executive Officer
First Southern Bancshares, Inc.
102 South Court Street
Florence, Alabama 35630
(256) 764-7131
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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:
Paul M. Aguggia, Esq.
Victor L. Cangelosi, Esq.
MULDOON, MURPHY & FAUCETTE LLP
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
(202) 362-0840
August 31, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
Transaction Valuation(1) Amount of Filing Fee
$3,850,000 $770
(1) Calculated solely for the purpose of determining the filing fee, based
upon the purchase of 275,000 shares at the maximum tender offer price of
$14.00 per share.
[X] 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: $770 Filing Party: First Southern
Bancshares, Inc.
Form or Registration No.: 005-55849 Date Filed: August 31, 1999
This Amendment No. 1 to Schedule 13E-4 Issuer Tender Offer Statement
amends and supplements the Schedule 13E-4 Issuer Tender Offer Statement dated
August 31, 1999 (the "Statement") filed by First Southern Bancshares, Inc. (the
"Company"), a Delaware corporation, relating to the Company's offer to purchase
up to 275,000 shares of its common stock, par value $0.01 per share (the
"Shares"), at a purchase price of not greater than $14.00 per Share nor less
than $12.75 per Share upon the terms and conditions set forth in the Offer to
Purchase and related Letter of Transmittal (which together constitute the
"Offer"), copies of which are attached as Exhibits (9)(a)(1) and (9)(a)(2),
respectively, to the Statement. Capitalized terms used herein but not otherwise
defined shall have the meanings assigned to them in the Offer to Purchase.
ITEM 1. SECURITY AND ISSUER.
The Offer expired at 5:00 p.m., Eastern Time, on Thursday, September 30,
1999. Pursuant to the Offer, the Company purchased 307,871 Shares at a price of
$13.50 per Share.
ITEM 8. ADDITIONAL INFORMATION.
On October 1, 1999, the Company issued a press release announcing the
preliminary results of the Offer, a copy of which is attached hereto under Item
9 as Exhibit (a)(9) and incorporated herein by reference. On October 7, 1999,
the Company issued a press release announcing the final results of the Offer, a
copy of which is attached hereto under Item 9 as Exhibit (a)(10) and
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1) Form of Offer to Purchase, dated August 31, 1999.*
(2) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Form W-9).*
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(3) Form of Notice of Guaranteed Delivery.*
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (including the
Instruction Form).*
(6) Form of Letter to Stockholders of the Company, dated August 31,
1999, from Charles L. Frederick, Jr., President and Chief
Executive Officer of the Company.*
(7) Form of Question and Answer Brochure.*
(8) Text of Press Release issued by the Company, dated August 31,
1999.*
(9) Text of Press Release issued by the Company, dated October 1,
1999.
(10) Text of Press Release issued by the Company, dated October 7,
1999.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Previously filed.
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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 amended Schedule 13E-4 is true, complete
and correct.
Date: October 8, 1999 FIRST SOUTHERN BANCSHARES, INC.
By: /s/Charles L. Frederick, Jr.
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Charles L. Frederick, Jr.
President and Chief Executive Officer
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EXHIBIT (A)(9)
FOR IMMEDIATE RELEASE
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For More Information Contact:
Thomas N. Ward
Executive Vice President and Chief Operating Officer
First Southern Bancshares, Inc.
Telephone: (256) 718-4202
FIRST SOUTHERN BANCSHARES, INC. ANNOUNCES
PRELIMINARY RESULTS OF ISSUER TENDER OFFER
Florence, Alabama; October 1, 1999. First Southern Bancshares, Inc. (the
"Company") (NASDAQ NMS: FSTH), the holding company for First Southern Bank,
announced today preliminary results of the Modified Dutch Auction Issuer Tender
Offer for up to 275,000 of its common shares that expired on Thursday, September
30, 1999 at 5:00 p.m., Eastern time.
Based on a preliminary count that is subject to verification by Registrar
and Transfer Company, the Depositary for the Tender Offer, shareholders tendered
a total of approximately 360,822 shares. The Company expects to purchase
approximately 307,871 of those shares at an expected purchase price of $13.50
per share. Shareholders tendered a total of 23,132 shares at prices above $13.50
per share. The Company is permitted under applicable federal securities
regulations to purchase more than the 275,000 shares subject to the Tender Offer
without modifying the original terms of the offer so long as the additional
shares do not exceed 2% of the Company's outstanding common shares.
The actual number of shares that will be purchased and the final purchase
price per share will be announced over the next several days upon verification.
The Company expects that payment for all shares purchased will be made on or
about October 12, 1999.
The Company commenced the Tender Offer on August 31, 1999. Under the terms
of the Tender Offer, the Company offered to repurchase up to 275,000 shares of
its common stock within a price range of $12.75 per share to $14.00 per share.
Based on the preliminary results, the value of the shares expected to be
purchased is approximately $4.2 million and the expected number of shares to be
purchased represents approximately 18.7% of the 1,643,562 shares of common stock
currently outstanding.
At June 30, 1999, the Company had assets of $176.4 million and
stockholders equity of $18.0 million. First Southern Bank, a FDIC-insured
commercial bank, serves individuals and businesses located in Lauderdale and
Colbert Counties in Northwest Alabama.
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EXHIBIT (A)(10)
FOR IMMEDIATE RELEASE
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For More Information Contact:
Thomas N. Ward
Executive Vice President and Chief Operating Officer
First Southern Bancshares, Inc.
Telephone: (256) 718-4202
FIRST SOUTHERN BANCSHARES, INC. ANNOUNCES
FINAL RESULTS OF ISSUER TENDER OFFER
Florence, Alabama; October 7, 1999. First Southern Bancshares, Inc. (the
"Company") (NASDAQ: FSTH), the holding company for First Southern Bank,
announced today final results of the Modified Dutch Auction Issuer Tender Offer
that expired on Thursday, September 30, 1999 at 5:00 p.m., Eastern time.
Consistent with the preliminary results announced on October 1, 1999, the
Company will purchase 307,871 shares at $13.50 per share. This number represents
approximately 95.4% of all shares tendered at $13.50 per share and below and 89%
of all shares tendered. Payment will be made on or about October 11, 1999. All
shares tendered above $13.50 per share and all shares not purchased because of
proration will be returned promptly.
The value of the purchased shares is approximately $4.2 million and
represent approximately 18.7% of the 1,643,562 shares of common stock of the
Company outstanding at October 1, 1999. The purchased shares will be held in the
Company's treasury, so that as a result of the repurchase the Company will have
1,335,691 shares issued, of which 1,335,691 will be outstanding.
At or for the six months ended June 30, 1999, the Company reported the
following financial ratios (unaudited):
Return on average equity 7.23%
Dividend payout ratio 64.10%
Average shareholders' equity to average total assets 10.06%
Book value per share $11.03
On a pro forma basis at or for the six months ended June 30, 1999,
accounting for the 307,871 shares purchased at $13.50 per share, these financial
ratios are as follows (unaudited):
Return on average equity 7.45%
Dividend payout ratio 57.50%
Average shareholders' equity to average total assets 9.09%
Book value per share $10.39
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The Company commenced the Tender Offer on August 31, 1999. Under the terms
of the Tender Offer, the Company offered to repurchase up to 275,000 shares of
its common stock within a price range of $12.75 per share to $14.00 per share.
At June 30, 1999, the Company had assets of $176.4 million and
stockholders equity of $18.0 million. First Southern Bank, a FDIC-insured
commercial bank, serves individuals and businesses located in Lauderdale and
Colbert Counties in Northwest Alabama.
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