As filed with the Securities and Exchange Commission on December 4, 1998.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
KLAMATH FIRST BANCORP, INC.
---------------------------
(Name of issuer)
KLAMATH FIRST BANCORP, INC.
---------------------------
(Name of Person(s) Filing Statement)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
49842P 10 3
-------------------
(CUSIP Number of Class of Securities)
Gerald V. Brown
President and Chief Executive Officer
Klamath First Bancorp, Inc.
540 Main Street
Klamath Falls, Oregon 97601
(541) 882-3444
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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:
John F. Breyer, Jr., Esquire Martin L. Meyrowitz, P.C.
Breyer & Associates PC Michael S. Sadow, P.C.
1100 New York Avenue, N.W. Silver, Freedman & Taff, L.L.P.
Suite 700 East 1100 New York Avenue, N.W.
Washington, D.C. 20005-3934 Suite 700 East
(202) 737-7900 Washington, D.C. 20005-3934
(202) 737-7979 (Facsimile) (202) 414-6100
(202) 682-0354 (Facsimile)
October 9, 1998
---------------------------------
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE*
---------------------- ---------------------
$39,667,060 $7,934.00 (1)
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* Calculated solely for the purpose of determining the filing fee,
based upon the purchase of 1,983,353 shares at the maximum tender
offer price of $20.00 per share.
(1) Includes an additional filing fee of $198 in connection with an
increase in the tender offer price.
[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: $7,736.00 Filing Party: Klamath First Bancorp, Inc.
Form or Registration No.: Date Filed: October 9, 1998
Schedule 13E-4
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ITEM 1. SECURITY AND ISSUER.
(a) The issuer of the securities to which this Schedule 13E-4 relates
is Klamath First Bancorp, Inc., an Oregon corporation ("Company"), and the
address of its principal executive office, and its mailing address, is 540
Main Street, Klamath Falls, Oregon 97601.
(b) This Schedule 13E-4 relates to the offer by the Company to purchase
up to 1,983,353 shares (or such lesser number of shares as are properly
tendered) of its common stock, $0.01 par value per share ("Shares"), 9,916,766
of which Shares were outstanding as of September 30, 1998, at prices not less
than $18.00 nor in excess of $20.00 per Share in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated December
4, 1998 ("Offer to Purchase"), and in the related Letter of Transmittal (which
together constitute the "Offer"), copies of which are attached as Exhibits
(a)(1) and (a)(2), respectively, and incorporated herein by reference.
Employees, officers and directors of the Company may participate in the Offer
on the same basis as the Company's other shareholders. The Company has been
advised that two of its directors, one of its executive officers, and a
director emeritus intend to tender shares pursuant to the Offer. The Company
has also been advised that the Trustees of the Company's Employee Stock
Ownership Plan do not intend to tender any Shares pursuant to the Offer. The
information set forth in "Introduction", "Section 1--Number of Shares;
Proration" and "Section 11--Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning Shares" of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in "Introduction" and "Section 7--Price
Range of Shares; Dividends" of the Offer to Purchase is incorporated herein by
reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in "Section 10--Source and Amount of
Funds" of the Offer to Purchase is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) The information set forth in "Introduction" and "Section
10--Source and Amount of Funds," "Section 8--Purpose of the Offer; Certain
Effects of the Offer," "Section 11--Interest of Directors and Executive
Officers; Transactions and Arrangements Concerning Shares" and "Section
12--Effects of the Offer on the Market for Shares; Registration under the
Exchange Act" of the Offer to Purchase is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "Section 11--Interest of Directors and
Officers; Transactions and Arrangements Concerning Shares" of the Offer to
Purchase is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES.
The information set forth in "Introduction" and "Section 10--Source and
Amount of Funds," "Section 8--Purpose of the Offer; Certain Effects of the
Offer," and "Section 11--Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning Shares" of the Offer to Purchase is
incorporated herein by reference.
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ITEM 6. PERSONS RETAINED, EMPLOYED, OR TO BE COMPENSATED.
The information set forth in "Introduction" and "Section 16--Fees and
Expenses" of the Offer to Purchase is incorporated herein by reference.
ITEM 7. FINANCIAL CONDITION.
(a)-(b) The information set forth in "Section 9--Certain Information
Concerning the Company" of the Offer to Purchase is incorporated herein by
reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in "Section 13--Certain Legal Matters;
Regulatory Approvals" of the Offer to Purchase is incorporated herein by
reference.
(c) The information set forth in "Section 12--Effects of the Offer on
the Market for Shares; Registration Under the Exchange Act" of the Offer to
Purchase is incorporated herein by reference.
(d) Not applicable.
(e) The information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1) Form of Offer to Purchase, dated December 4, 1998.
(2) Form of Letter of Transmittal (including Certification of
Taxpayer Identification Number on Form W-9).
(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 Shareholders of the Company, dated December
4, 1998, from Gerald V. Brown, President and Chief Executive Officer
of the Company.
(7) Form of Memorandum, dated December 4, 1998 to the Company's
employees.
(8) Form of Question and Answer Brochure.
(9) Form of Instruction Sheet.
(10) Text of Press Release issued by the Company, dated December 4,
1998.
2
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(11) Text of Press Announcement to be published in local and
regional newspapers on or about December 4, 1998.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
3
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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 Schedule 13E-4 is true, complete and
correct.
Klamath First Bancorp, Inc.
December 4, 1998 By: /s/Gerald V. Brown
-------------------------------------
Gerald V. Brown
President and Chief Executive Officer
4
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Exhibit (a)(1)
KLAMATH FIRST BANCORP, INC.
OFFER TO PURCHASE FOR CASH
UP TO 1,983,353 SHARES OF ITS
COMMON STOCK, PAR VALUE $0.01 PER SHARE
AT A PURCHASE PRICE NOT LESS THAN $18.00
NOR IN EXCESS OF $20.00 PER SHARE
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 5:00 P.M., EASTERN TIME, ON JANUARY 8, 1999
UNLESS THE OFFER IS EXTENDED.
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Klamath First Bancorp, Inc., an Oregon corporation ("Company"), invites
its shareholders to tender shares of its Common Stock, par value $0.01 per
share ("Shares"), at prices, net to the seller in cash, without interest
thereon, not less than $18.00 nor in excess of $20.00 per Share specified by
such tendering shareholders, upon the terms and subject to the conditions set
forth herein and in the related Letter of Transmittal (which together
constitute the "Offer"). The Company will determine a single per Share price
(not less than $18.00 nor in excess of $20.00 per Share) that it will pay for
the Shares validly tendered pursuant to the Offer and not withdrawn ("Purchase
Price"), taking into consideration the number of Shares so tendered and the
prices specified by the tendering shareholders. The Company will select the
Purchase Price that will allow it to purchase 1,983,353 shares (or such lesser
number of Shares as are validly tendered and not withdrawn at prices not less
than $18.00 nor in excess of $20.00 per Share) pursuant to the Offer. The
Company will purchase all Shares validly tendered at prices at or below the
Purchase Price and not withdrawn on or prior to the Expiration Date (as
defined in Section 1), upon the terms and subject to the conditions of the
Offer, including the provisions thereof relating to proration described
herein. The Purchase Price will be paid in cash, net to the seller, without
interest thereon, with respect to all Shares purchased. All Shares tendered at
prices in excess of the Purchase Price and Shares not purchased because of
proration will be returned. Shareholders must complete the section of the
Letter of Transmittal relating to the price at which they are tendering Shares
in order to validly tender Shares.
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THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 6.
----------
IMPORTANT
Any shareholder desiring to tender all or any portion of his or her
Shares should either (1) complete and sign the Letter of Transmittal or a
facsimile thereof in accordance with the instructions in the Letter of
Transmittal, mail or deliver it and any other required documents to Registrar
and Transfer Company ("Depositary"), and either mail or deliver the
certificates representing Shares to be tendered to the Depositary along with
the Letter of Transmittal or deliver such Shares pursuant to the procedure for
book-entry transfer set forth in Section 3 or (2) request his or her broker,
dealer, commercial bank, trust company or nominee to effect the transaction
for him or her. A shareholder whose Shares are registered in the name of a
broker, dealer, commercial bank, trust company or nominee must contact such
broker, dealer, commercial bank, trust company or nominee if he or she desires
to tender such Shares. Shareholders who desire to tender Shares and whose
certificates for such Shares are not immediately available or who cannot
comply with the procedure for book-entry transfer by the expiration of the
Offer must tender such Shares by following the procedures for guaranteed
delivery set forth under "Section 3--Procedure for Tendering Shares."
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SHAREHOLDERS MUST PROPERLY COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING
THE SECTION OF THE LETTER OF TRANSMITTAL RELATING TO THE PRICE AT WHICH THEY
ARE TENDERING SHARES, IN ORDER TO EFFECT A VALID TENDER OF THEIR SHARES.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER MUST
MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY TO TENDER AND AT WHAT PRICE. EMPLOYEES, DIRECTORS AND EXECUTIVE OFFICERS
MAY PARTICIPATE IN THE OFFER ON THE SAME BASIS AS THE COMPANY'S OTHER
SHAREHOLDERS. THE COMPANY HAS BEEN ADVISED THAT TWO OF ITS DIRECTORS, ONE OF
ITS EXECUTIVE OFFICERS, AND A DIRECTOR EMERITUS INTEND TO TENDER SHARES
PURSUANT TO THE OFFER. THE COMPANY HAS ALSO BEEN ADVISED THAT THE TRUSTEES OF
THE COMPANY'S EMPLOYEE STOCK OWNERSHIP PLAN DO NOT INTEND TO TENDER ANY SHARES
PURSUANT TO THE OFFER.
The Dealer Manager/Information Agent for the Offer is:
KEEFE, BRUYETTE & WOODS, INC.
The date of this Offer to Purchase is December 4, 1998
<PAGE
<PAGE>
As of September 30, 1998, the Company had issued and outstanding
9,916,766 Shares, and had reserved 361,853 Shares for issuance upon exercise
of currently exercisable stock options under the Company's 1995 Stock Option
Plan. The 1,983,353 Shares that the Company is offering to purchase pursuant
to the Offer represent approximately 20% of the Shares then outstanding. The
Shares are traded on the Nasdaq National Market. The Shares trade under the
symbol "KFBI." On November 30, 1998, the closing price of the Shares as
reported on the Nasdaq National Market was $17.8125 per Share. Shareholders
are urged to obtain current market quotations for the Shares.
To tender Shares properly, shareholders must complete the section of the
Letter of Transmittal relating to the price at which they are tendering
Shares.
Questions or requests for assistance regarding this Offer to Purchase,
the Letter of Transmittal or other tender offer materials may be directed to
the Dealer Manager/Information Agent toll free at (877) 298-6520. Additional
copies of these materials will be furnished promptly at the Company's expense.
Shareholders may also contact their local broker, dealer, commercial bank or
trust company for assistance concerning the Offer.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION
AND SUCH OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY.
<PAGE>
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TABLE OF CONTENTS
Section Page
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INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1. Number of Shares; Proration . . . . . . . . . . . . . . . . . . . 2
2. Tenders by Holders of Fewer Than 100 Shares . . . . . . . . . . . 3
3. Procedure for Tendering Shares. . . . . . . . . . . . . . . . . . 3
4. Withdrawal Rights . . . . . . . . . . . . . . . . . . . . . . . . 6
5. Acceptance for Payment of Shares and Payment of Purchase Price. . 7
6. Certain Conditions of the Offer . . . . . . . . . . . . . . . . . 8
7. Price Range of Shares; Dividends. . . . . . . . . . . . . . . . . 9
8. Purpose of the Offer; Certain Effects of the Offer. . . . . . . . 9
9. Certain Information Concerning the Company. . . . . . . . . . . . 11
10. Source and Amount of Funds. . . . . . . . . . . . . . . . . . . . 17
11. Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning Shares . . . . . . . . 17
12. Effects of the Offer on the Market for Shares;
Registration Under the Exchange Act . . . . . . . . . . . . . . 19
13. Certain Legal Matters; Regulatory Approvals . . . . . . . . . . . 19
14. Certain General Income Tax Consequences . . . . . . . . . . . . . 19
15. Extension of Tender Period; Termination; Amendments . . . . . . . 23
16. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 23
17. Additional Information. . . . . . . . . . . . . . . . . . . . . . 24
18. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 24
<PAGE>
<PAGE>
To the Holders of Shares of Common Stock of Klamath First Bancorp, Inc.:
INTRODUCTION
Klamath First Bancorp, Inc., an Oregon corporation ("Company"), invites
its shareholders to tender shares of its Common Stock, par value $0.01 per
share ("Shares"), at a price, net to the seller in cash, without interest
thereon, not less than $18.00 nor in excess of $20.00 per Share specified by
such tendering shareholders, upon the terms and subject to the conditions set
forth herein and in the related Letter of Transmittal (which together
constitute the "Offer").
The Company will determine a single per Share price (not less than $18.00
nor in excess of $20.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn ("Purchase Price"), taking
into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the Purchase Price that will
allow it to purchase 1,983,353 shares (or such lesser number of Shares as is
validly tendered and not withdrawn at prices not less than $18.00 nor in
excess of $20.00 per Share) pursuant to the Offer. The Company will purchase
all Shares validly tendered at prices at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date (as defined in Section 1), upon
the terms and subject to the conditions of the Offer, including the provisions
relating to proration described below. The Purchase Price will be paid in
cash, net to the seller, without interest thereon, with respect to all Shares
purchased. Shares tendered at prices in excess of the Purchase Price and
Shares not purchased because of proration will be returned.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.
If more than 1,983,353 shares have been validly tendered at or below the
Purchase Price and not withdrawn on or prior to the Expiration Date, the
Company will purchase Shares first from shareholders who owned beneficially as
of the close of business on November 24, 1998, and continue to own
beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares
who properly tender all their Shares at or below the Purchase Price, and then
on a pro rata basis from all other shareholders who validly tender Shares at
or below the Purchase Price. See Sections 1 and 2. Tendering shareholders will
not be obligated to pay brokerage commissions, solicitation fees or, subject
to the Instructions to the Letter of Transmittal, stock transfer taxes on the
purchase of Shares by the Company. The Company will pay the expenses of Keefe,
Bruyette & Woods, Inc. ("Dealer Manager/Information Agent") and Registrar and
Transfer Company ("Depositary") incurred in connection with the Offer. See
Section 16. ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE AND
SIGN THE SUBSTITUTE FORM W-9 THAT IS INCLUDED IN THE LETTER OF TRANSMITTAL MAY
BE SUBJECT TO UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31%
OF THE GROSS PROCEEDS PAYABLE TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO
THE OFFER. SEE SECTIONS 3 AND 14.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER. NEITHER THE
COMPANY NOR ITS BOARD OF DIRECTORS, HOWEVER, MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER MUST
MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER AND AT WHAT PRICE. EMPLOYEES, OFFICERS AND DIRECTORS OF
THE COMPANY MAY PARTICIPATE IN THE OFFER ON THE SAME BASIS AS THE COMPANY'S
OTHER SHAREHOLDERS. THE COMPANY HAS BEEN ADVISED THAT TWO OF ITS DIRECTORS,
ONE OF ITS EXECUTIVE OFFICERS, AND A DIRECTOR EMERITUS INTEND TO TENDER SHARES
PURSUANT TO THE OFFER. THE COMPANY HAS ALSO BEEN ADVISED THAT THE TRUSTEES OF
THE COMPANY'S EMPLOYEE STOCK OWNERSHIP PLAN ("ESOP") DO NOT INTEND TO TENDER
ANY SHARES PURSUANT TO THE OFFER.
As of September 30, 1998 the Company had issued and outstanding 9,916,766
Shares, and had reserved 361,853 Shares for issuance upon exercise of
currently exercisable stock options under the Company's 1995 Stock Option
Plan. The 1,983,353 shares that the Company is offering to purchase pursuant
to the Offer represent approximately 20% of the Shares then outstanding.
<PAGE>
<PAGE>
The Shares are traded on the Nasdaq National Market. The Shares trade
under the symbol "KFBI." On November 30, 1998 the closing price of the Shares
on the Nasdaq National Market was $17.8125 per Share. See Section 7.
SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
Questions and requests for assistance may be directed to the Dealer
Manager/Information Agent:
Keefe, Bruyette & Woods, Inc.
211 Bradenton Avenue
Dublin, Ohio 43017-3541
Toll free: (877) 298-6520
1. NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions described herein and in the
Letter of Transmittal, the Company will purchase up to 1,983,353 shares that
are validly tendered on or prior to the Expiration Date (as defined below)
(and not properly withdrawn in accordance with Section 4) at a price
(determined in the manner set forth below) not less than $18.00 nor in excess
of $20.00 per Share. The later of 5:00 p.m., Eastern Time, on January 8, 1999,
or the latest time and date to which the Offer is extended pursuant to Section
15, is referred to herein as the "Expiration Date." If the Offer is
oversubscribed as described below, only Shares tendered at or below the
Purchase Price on or prior to the Expiration Date will be eligible for
proration. The proration period also expires on the Expiration Date.
The Company will determine the Purchase Price taking into consideration
the number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the Purchase Price that will allow it to
purchase 1,983,353 shares (or such lesser number of Shares as is validly
tendered and not withdrawn at prices not less than $18.00 nor in excess of
$20.00 per Share) pursuant to the Offer. Subject to Section 15, the Company
reserves the right to purchase more than 1,983,353 Shares pursuant to the
Offer, but does not currently plan to do so. THE OFFER IS NOT CONDITIONED ON
ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO
CERTAIN OTHER CONDITIONS. SEE SECTION 6.
In accordance with Instruction 5 of the Letter of Transmittal, each
shareholder who wishes to tender Shares must specify the price (not less than
$18.00 nor in excess of $20.00 per Share) at which such shareholder is willing
to have the Company purchase such Shares or, if such shareholder does not wish
to specify a Purchase Price, he or she may check the box on the Letter of
Transmittal indicating that the Shares are being tendered at the Purchase
Price determined by the Company in accordance with the terms of the Offer. As
promptly as practicable following the Expiration Date, the Company will
determine the Purchase Price (not less than $18.00 nor in excess of $20.00 per
Share) that it will pay for Shares validly tendered and not withdrawn pursuant
to the Offer, taking into account the number of Shares so tendered and the
prices specified by tendering shareholders. All Shares purchased pursuant to
the Offer will be purchased at the Purchase Price. All Shares not purchased
pursuant to the Offer, including Shares tendered at prices greater than the
Purchase Price and Shares not purchased because of proration, will be returned
to the tendering shareholders at the Company's expense as promptly as
practicable following the Expiration Date.
Upon the terms and subject to the conditions of the Offer, if 1,983,353
or fewer Shares have been validly tendered at or below the Purchase Price and
not withdrawn on or prior to the Expiration Date, the Company will purchase
all such Shares. Upon the terms and subject to the conditions of the Offer, if
more than 1,983,353 shares have been validly tendered at or below the Purchase
Price and not withdrawn on or prior to the Expiration Date, the Company will
purchase Shares in the following order of priority:
(a) first, all Shares validly tendered at or below the Purchase Price
and not withdrawn on or prior to the Expiration Date by or on behalf of any
shareholder who owned beneficially, as of the close of business on November
24, 1998 and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares and who validly tenders all of such Shares
(partial tenders will not qualify for this preference) and completes the box
captioned "Odd Lots" on the Letter of Transmittal; and
2
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<PAGE>
(b) then, after purchase of all of the foregoing Shares, all other
Shares validly tendered at or below the Purchase Price and not withdrawn on or
prior to the Expiration Date on a pro rata basis, if necessary (with
appropriate adjustments to avoid purchases of fractional Shares).
If proration of tendered Shares is required, (i) because of the
difficulty in determining the number of Shares validly tendered and (ii) as a
result of the "odd lot" procedure described in Section 2, the Company does not
expect that it would be able to announce the final proration factor or to
commence payment for any Shares purchased pursuant to the Offer until
approximately seven (7) trading days after the Expiration Date. Preliminary
results of proration will be announced by press release as promptly as
practicable after the Expiration Date. Holders of Shares also may obtain such
preliminary information from the Dealer Manager/Information Agent.
As described under "Section 14--Certain Federal Income Tax Consequences,"
the number of Shares that the Company will purchase from a shareholder may
affect the federal income tax consequences to the shareholder of such purchase
and therefore may be relevant to a shareholder's decision whether to tender
Shares. Each shareholder should consult his or her own tax advisor as to the
particular federal income tax consequences to that shareholder of tendering
Shares pursuant to the Offer and the applicability and effect of any state,
local or foreign tax laws and recent changes in applicable tax laws.
The Company expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary
and making a public announcement thereof. See Section 15. There can be no
assurance, however, that the Company will exercise its right to extend the
Offer.
For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, Eastern Time.
Copies of this Offer to Purchase and the related Letter of Transmittal
are being mailed to record holders of Shares and will be furnished to brokers,
banks and similar persons whose names, or the names of whose nominees, appear
on the Company's shareholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Shares.
2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES
All Shares validly tendered at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date by or on behalf of any
shareholder who owned beneficially, as of the close of business on November
24, 1998, and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares, will be accepted for purchase before
proration, if any, of other tendered Shares. Partial tenders will not qualify
for this preference, and it is not available to beneficial holders of 100 or
more Shares, even if such holders have separate stock certificates for fewer
than 100 Shares. By accepting the Offer, a shareholder owning beneficially
fewer than 100 Shares will avoid the payment of brokerage commissions and the
applicable odd lot discount payable in a sale of such Shares in a transaction
effected on a securities exchange.
As of November 24, 1998, there were approximately 1,628 holders of record
of Shares. Approximately 427 of these holders of record held individually
fewer than 100 Shares and held in the aggregate approximately 15,837 Shares.
Because of the large number of Shares held in the names of brokers and
nominees, the Company is unable to determine the exact number of beneficial
owners of fewer than 100 Shares or the aggregate number of Shares they own.
Any shareholder wishing to tender all of his or her Shares pursuant to this
Section should complete the box captioned "Odd Lots" on the Letter of
Transmittal.
3
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3. PROCEDURE FOR TENDERING SHARES
To tender Shares validly pursuant to the Offer, a properly completed and
duly executed Letter of Transmittal or facsimile thereof, together with any
required signature guarantees and any other documents required by the Letter
of Transmittal, must be received by the Depositary at its address set forth on
the back cover of this Offer to Purchase and either (i) certificates for the
Shares to be tendered must be received by the Depositary at such address, (ii)
such Shares must be delivered pursuant to the procedures for book-entry
transfer described below (and a confirmation of such delivery received by the
Depositary), or (iii) the tendering shareholder must comply with the
guaranteed delivery procedure described below, in each case on or prior to the
Expiration Date.
IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, IN ORDER
TO TENDER SHARES PURSUANT TO THE OFFER, A SHAREHOLDER MUST INDICATE IN THE
SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING
TENDERED" ON THE LETTER OF TRANSMITTAL (1) THE PRICE (IN MULTIPLES OF FIFTY
CENTS) AT WHICH SUCH SHARES ARE BEING TENDERED OR (2) THAT THE SHARES ARE
BEING TENDERED AT THE PURCHASE PRICE DETERMINED BY THE COMPANY IN ACCORDANCE
WITH THE TERMS OF THE OFFER.
Shareholders wishing to tender Shares at more than one price must
complete separate Letters of Transmittal for each price at which such Shares
are being tendered. The same Shares cannot be tendered at more than one price.
FOR A TENDER OF SHARES TO BE VALID, A PRICE BOX, BUT ONLY ONE PRICE BOX, OR
THE BOX INDICATING THAT THE SHARES ARE BEING TENDERED AT THE PURCHASE PRICE
DETERMINED BY THE COMPANY MUST BE CHECKED ON EACH LETTER OF TRANSMITTAL.
In addition, Odd Lot Holders who tender all such Shares must complete the
box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on
the Notice of Guaranteed Delivery, in order to qualify for the preferential
treatment available to Odd Lot Holders as described in Section 2.
The Depositary will establish an account with respect to the Shares at
The Depository Trust Company (hereinafter referred to as the "Book-Entry
Transfer Facility") for purposes of the Offer within two business days after
the date of this Offer to Purchase, and any financial institution that is a
participant in the system of the Book-Entry Transfer Facility may make
delivery of Shares by causing the Book-Entry Transfer Facility to transfer
such Shares into the Depositary's account in accordance with the procedures of
such Book-Entry Transfer Facility. Although delivery of Shares may be
effected through book-entry transfer, a properly completed and duly executed
Letter of Transmittal or a manually signed copy thereof, or an Agent's Message
(as defined below), together with any required signature guarantees and any
other required documents, must, in any case, be transmitted to and received by
the Depositary at its address set forth on the back cover of this Offer to
Purchase on or prior to the Expiration Date. Delivery of required documents to
the Book-Entry Transfer Facility in accordance with its procedures does not
constitute delivery to the Depositary and will not constitute a valid tender.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
book-entry confirmation, which states that the Book-Entry Transfer Facility
has received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Company may enforce such agreement against the participant.
Except as set forth below, all signatures on a Letter of Transmittal must
be guaranteed by a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc., or by a
commercial bank, a trust company, a savings bank, a savings and loan
association or a credit union which has membership in an approved Signature
Guarantee Medallion Program (each of the foregoing being referred to as an
"Eligible Institution"). Signatures on a Letter of Transmittal need not be
guaranteed if (a) the Letter of Transmittal is signed by the registered holder
of the Shares (which term, for the purposes of this Section, includes any
participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the holder of the Shares) tendered therewith and
such holder has not completed the box entitled "Special Payment Instructions"
or the box entitled
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"Special Delivery Instructions" on the Letter of Transmittal or (b) such
Shares are tendered for the account of an Eligible Institution. See
Instructions 1 and 6 of the Letter of Transmittal.
If a shareholder desires to tender Shares pursuant to the Offer and such
shareholder's certificates are not immediately available (or the procedures
for book-entry transfer cannot be completed on a timely basis) or time will
not permit all required documents to reach the Depositary by the Expiration
Date, such Shares may nevertheless be tendered provided that all of the
following conditions are satisfied:
(a) such tender is made by or through an Eligible Institution;
(b) the Depositary receives (by hand, mail, telegram or facsimile
transmission), on or prior to the Expiration Date, a properly completed and
duly executed Notice of Guaranteed Delivery substantially in the form the
Company has provided with this Offer to Purchase (indicating the price at
which the Shares are being tendered) and includes a guarantee by an Eligible
Institution in the form set forth in such Notice; and
(c) the certificates for all tendered Shares in proper form for transfer
(or confirmation of book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility), together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and
any other documents required by the Letter of Transmittal, are received by the
Depositary within three Nasdaq trading days after the date the Depositary
receives such Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT
THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.
TO PREVENT UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO
31% OF THE GROSS PAYMENTS MADE PURSUANT TO THE OFFER, EACH TENDERING
SHAREHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH SHAREHOLDER'S CORRECT
TAXPAYER IDENTIFICATION NUMBER AND CERTAIN OTHER INFORMATION BY PROPERLY
COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL.
FOREIGN SHAREHOLDERS (AS DEFINED IN SECTION 14) MUST SUBMIT A PROPERLY
COMPLETED FORM W-8 (WHICH MAY BE OBTAINED FROM THE DEPOSITARY) IN ORDER TO
PREVENT BACKUP WITHHOLDING. IN GENERAL, BACKUP WITHHOLDING DOES NOT APPLY TO
CORPORATIONS OR TO FOREIGN SHAREHOLDERS SUBJECT TO 30% (OR LOWER TREATY RATE)
WITHHOLDING ON GROSS PAYMENTS RECEIVED PURSUANT TO THE OFFER (AS DISCUSSED IN
SECTION 14). FOR A DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES TO
TENDERING SHAREHOLDERS, SEE SECTION 14. EACH SHAREHOLDER IS URGED TO CONSULT
WITH HIS OR HER OWN TAX ADVISOR REGARDING HIS, HER OR ITS QUALIFICATION FOR
EXEMPTION FROM BACKUP WITHHOLDING AND THE PROCEDURE FOR OBTAINING ANY
APPLICABLE EXEMPTION.
It is a violation of Rule 14e-4 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), for a person to tender Shares
for his or her own account unless the person so tendering (i) has a net long
position equal to or greater than the amount of (x) Shares tendered or (y)
other securities immediately convertible into, exercisable or exchangeable for
the amount of Shares tendered and will acquire such Shares for tender by
conversion, exercise or exchange of such other securities and (ii) will cause
such Shares to be delivered in accordance with the terms of the Offer. Rule
14e-4 provides a similar restriction applicable to the tender on behalf of
another person. The tender of Shares pursuant to any one of the procedures
described above will constitute the tendering shareholder's representation and
warranty that (i) such shareholder has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act,
and (ii) the tender of such Shares complies with Rule 14e-4. The Company's
acceptance for payment of Shares tendered pursuant to the Offer will
constitute a binding
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agreement between the tendering shareholder and the Company upon the terms and
subject to the conditions of the Offer.
All questions as to the Purchase Price, the form of documents, the number
of Shares to be accepted and the validity, eligibility (including time of
receipt) and acceptance for payment of any tender of Shares will be determined
by the Company, in its sole discretion, which determination shall be final and
binding on all parties. The Company reserves the absolute right to reject any
or all tenders of Shares that it determines are not in proper form or the
acceptance for payment of or payment for Shares that may, in the opinion of
the Company's counsel, be unlawful. The Company also reserves the absolute
right to waive any defect or irregularity in any tender of any particular
Shares. None of the Company, the Dealer Manager/Information Agent, the
Depositary or any other person is or will be under any duty to give notice of
any defect or irregularity in tenders, nor shall any of them incur any
liability for failure to give any such notice.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL (OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE) AND
ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST BE DELIVERED
TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS DELIVERED TO THE
COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT BE
PROPERLY TENDERED.
4. WITHDRAWAL RIGHTS
Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. Thereafter, such tenders are irrevocable,
except that they may be withdrawn after 12:00 midnight, Eastern Time, February
3, 1999 unless previously accepted for payment by the Company as provided in
this Offer to Purchase. If the Company extends the period of time during which
the Offer is open, is delayed in purchasing Shares or is unable to purchase
Shares pursuant to the Offer for any reason, then, without prejudice to the
Company's rights under the Offer, the Depositary may, on behalf of the
Company, retain all Shares tendered, and such Shares may not be withdrawn
except as otherwise provided in this Section 4, subject to Rule 13e-4(f)(5)
under the Exchange Act, which provides that the issuer making the tender offer
shall either pay the consideration offered, or return the tendered securities
promptly after the termination or withdrawal of the tender offer.
Tenders of Shares made pursuant to the Offer may not be withdrawn after
the Expiration Date, except that they may be withdrawn after 12:00 midnight,
Eastern Time, February 3, 1999, unless accepted for payment by the Company as
provided in this Offer to Purchase. For a withdrawal to be effective prior to
that time, a shareholder of Shares held in physical form must provide a
written, telegraphic or facsimile transmission notice of withdrawal to the
Depositary at its address set forth on the back cover page of this Offer to
Purchase before the Expiration Date, which notice must contain: (A) the name
of the person who tendered the Shares; (B) a description of the Shares to be
withdrawn (including the number of Shares being withdrawn); (C) the
certificate numbers shown on the particular certificates evidencing such
Shares; (D) the signature of such shareholder executed in the same manner as
the original signature on the Letter of Transmittal (including any signature
guarantee (if such original signature was guaranteed)); and (E) if such Shares
are held by a new beneficial owner, evidence satisfactory to the Company that
the person withdrawing the tender has succeeded to the beneficial ownership of
the Shares. A purported notice of withdrawal which lacks any of the required
information will not be an effective withdrawal of a tender previously made.
A shareholder of Shares held with the Book-Entry Transfer Facility must
call such shareholder's broker and instruct such broker to withdraw such
tender of Shares and instruct such broker to provide a written, telegraphic or
facsimile transmission notice of withdrawal to the Depositary on or before the
Expiration Date. A purported notice of withdrawal which lacks any of the
applicable required information noted above will not be an effective
withdrawal of a tender previously made.
Any permitted withdrawals of tenders of Shares may not be rescinded, and
any Shares so withdrawn will thereafter be deemed not validly tendered for
purposes of the Offer; provided, however, that withdrawn Shares may be
re-tendered by following the procedures for tendering prior to the Expiration
Date.
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All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all parties.
None of the Company, the Dealer Manager/Information Agent, the Depositary or
any other person is or will be under any duty to give notification of any
defect or irregularity in any notice of withdrawal or incur any liability for
failure to give any such notification.
5. ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer and as promptly
as practicable after the Expiration Date, the Company will determine the
Purchase Price, taking into consideration the number of Shares tendered and
the prices specified by tendering shareholders, announce the Purchase Price,
and (subject to the proration provisions of the Offer) accept for payment and
pay the Purchase Price for Shares validly tendered and not withdrawn at or
below the Purchase Price. Thereafter, payment for all Shares validly tendered
on or prior to the Expiration Date and accepted for payment pursuant to the
Offer will be made by the Depositary by check as promptly as practicable. In
all cases, payment for Shares accepted for payment pursuant to the Offer will
be made only after timely receipt by the Depositary of certificates for such
Shares (or of a timely confirmation of a book-entry transfer of such Shares
into the Depositary's account at the Book-Entry Transfer Facility), a properly
completed and duly executed Letter of Transmittal or a manually signed copy
thereof, with any required signature guarantees, or, in the case of a book-
entry delivery, an Agent's Message, and any other required documents.
For purposes of the Offer, the Company shall be deemed to have accepted
for payment (and thereby purchased), subject to proration, Shares that are
validly tendered and not withdrawn as of and when it gives oral or written
notice to the Depositary of the Company's acceptance for payment of such
Shares. In the event of proration, the Company will determine the proration
factor and pay for those tendered Shares accepted for payment as soon as
practicable after the Expiration Date. However, the Company does not expect to
be able to announce the final results of any such proration until
approximately seven (7) trading days after the Expiration Date. The Company
will pay for Shares that it has purchased pursuant to the Offer by depositing
the aggregate Purchase Price therefor with the Depositary. The Depositary will
act as agent for tendering shareholders for the purpose of receiving payment
from the Company and transmitting payment to tendering shareholders. Under no
circumstances will interest be paid on amounts to be paid to tendering
shareholders, regardless of any delay in making such payment.
Certificates for all Shares not purchased, including all Shares tendered
at prices greater than the Purchase Price and Shares not purchased because of
proration, will be returned (or, in the case of Shares tendered by book-entry
transfer, such Shares will be credited to an account maintained with the
Book-Entry Transfer Facility by the participant therein who so delivered such
Shares) as promptly as practicable following the Expiration Date without
expense to the tendering shareholder.
Payment for Shares may be delayed in the event of difficulty in
determining the number of Shares properly tendered or if proration is
required. See Section 1. In addition, if certain events occur, the Company may
not be obligated to purchase Shares pursuant to the Offer. See Section 6.
The Company will pay or cause to be paid any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the Purchase Price is to be made to, or a
portion of the Shares delivered (whether in certificated form or by book
entry) but not tendered or not purchased are to be registered in the name of,
any person other than the registered holder, or if tendered Shares are
registered in the name of any person other than the person signing the Letter
of Transmittal (unless such person is signing in a representative or fiduciary
capacity), the amount of any stock transfer taxes (whether imposed on the
registered holder, such other person or otherwise) payable on account of the
transfer to such person will be deducted from the Purchase Price unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted. See Instruction 7 to the Letter of Transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND
SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, IN THE
CASE OF
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A FOREIGN INDIVIDUAL, A FORM W-8) MAY BE SUBJECT TO REQUIRED FEDERAL INCOME
TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER
PAYEE PURSUANT TO THE OFFER. SEE SECTION 3.
6. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, the Company will not be
required to accept for payment or pay for any Shares tendered, and may
terminate or amend and may postpone (subject to the requirements of the
Exchange Act for prompt payment for or return of Shares tendered) the
acceptance for payment of Shares tendered, if at any time after December 4,
1998 and at or before the Expiration Date any of the following shall have
occurred:
(a) there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or administrative
agency or authority or tribunal or any other person, domestic or foreign, or
before any court, authority, agency or tribunal that (i) challenges the
acquisition of Shares pursuant to the Offer or otherwise in any manner relates
to or affects the Offer or (ii) in the reasonable judgment of the Company,
could materially and adversely affect the business, condition (financial or
other), income, operations or prospects of the Company and its subsidiary,
taken as a whole, or otherwise materially impair in any way the contemplated
future conduct of the business of the Company or its subsidiary or materially
impair the Offer's contemplated benefits to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or the Company or
its subsidiary, by any legislative body, court, authority, agency or tribunal
which, in the Company's reasonable judgment, would or might directly or
indirectly (i) make the acceptance for payment of, or payment for, some or all
of the Shares illegal or otherwise restrict or prohibit consummation of the
Offer, (ii) delay or restrict the ability of the Company, or render the
Company unable, to accept for payment or pay for some or all of the Shares,
(iii) materially impair the contemplated benefits of the Offer to the Company
or (iv) materially affect the business, condition (financial or other),
income, operations or prospects of the Company and its subsidiary, taken as a
whole, or otherwise materially impair in any way the contemplated future
conduct of the business of the Company or its subsidiary;
(c) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange or
in the over-the-counter market, (ii) any significant decline in the market
price of the Shares or in the general level of market prices of equity
securities in the United States or abroad, (iii) any change in the general
political, market, economic or financial condition in the United States or
abroad that, in the Company's reasonable judgment, could have a material
adverse effect on the Company's business, condition (financial or otherwise),
income, operations, prospects or ability to obtain financing generally or the
trading in the Shares, (iv) the declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States or any
limitation on, or any event which, in the Company's reasonable judgment, might
affect the extension of credit by lending institutions in the United States,
(v) the commencement of a war, armed hostilities or other international or
national calamity directly or indirectly involving the United States or (vi)
in the case of any of the foregoing existing at the time of the commencement
of the Offer, in the Company's reasonable judgment, a material acceleration or
worsening thereof;
(d) a tender or exchange offer with respect to some or all of the Shares
(other than the Offer), or a merger, acquisition or other business combination
proposal for the Company, shall have been proposed, announced or made by
another person or group (within the meaning of Section 13(d)(3) of the
Exchange Act);
(e) there shall have occurred any event or events that has resulted, or
may in the reasonable judgment of the Company result, directly or indirectly,
in an actual or threatened change in the business, condition (financial or
other), income, operations, stock ownership or prospects of the Company and
its subsidiary;
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and, in the reasonable judgment of the Company, such event or events make it
undesirable or inadvisable to proceed with the Offer or with such acceptance
for payment.
The foregoing conditions are for the sole benefit of the Company and may
be asserted by the Company regardless of the circumstances (including any
action or inaction by the Company) giving rise to any such condition, and any
such condition may be waived by the Company, in whole or in part, at any time
and from time to time in its reasonable discretion. The failure by the Company
at any time to exercise any of the foregoing rights shall not be deemed a
waiver of any such right and each such right shall be deemed an ongoing right
which may be asserted at any time and from time to time. Any determination by
the Company concerning the events described above will be final and binding on
all parties.
Acceptance of Shares validly tendered in the Offer is subject to the
condition that, as of the Expiration Date, and after giving pro forma effect
to the acceptance of Shares validly tendered, the Company would continue to
have at least 400 shareholders of record and the Shares would remain listed
for quotation on the Nasdaq National Market. This condition may not be waived.
The Exchange Act requires that all conditions to the Offer must be
satisfied or waived before the Expiration Date.
7. PRICE RANGE OF SHARES; DIVIDENDS
The following table sets forth the high and low sales prices, and
dividends declared, for the shares as reported on the Nasdaq National Market
for the periods indicated.
DIVIDENDS
HIGH LOW DECLARED
Fiscal 1997 ---- --- --------
1st Quarter $16.13 $13.94 $0.070
2nd Quarter 18.63 15.00 0.075
3rd Quarter 19.13 16.50 0.075
4th Quarter 22.50 18.63 0.080
Fiscal 1998
1st Quarter $24.25 $20.50 $0.080
2nd Quarter 23.06 19.50 0.085
3rd Quarter 23.00 18.63 0.090
4th Quarter 20.00 14.00 0.090
Fiscal 1999
1st Quarter (through $18.25 $16.00 $ --
November 30, 1998)
On November 30, 1998, the closing price of the Shares on the Nasdaq
National Market was $17.8125 per Share. SHAREHOLDERS ARE URGED TO OBTAIN
CURRENT MARKET QUOTATIONS FOR THE SHARES.
8. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
The Company believes that the purchase of Shares is an attractive use of
a portion of the Company's available capital on behalf of its shareholders and
is consistent with the Company's long-term goal of increasing shareholder
value. The Company believes it has adequate sources of capital to complete the
Share repurchase and pursue business opportunities.
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Over time, the Company's profitable operations have contributed to the
growth of a capital base that exceeds all applicable regulatory standards and
the amount of capital needed to support the Company's banking business. After
evaluating a variety of alternatives to utilize more effectively its capital
base and to attempt to maximize shareholder value, the Company's management
and its Board of Directors believe that the purchase of Shares pursuant to the
Offer is a positive action that is intended to accomplish the desired
objective of increasing shareholder value.
Other actions previously employed, including an open market purchase of
Shares, have enhanced shareholder value, but capital remains at high levels.
The Offer is designed to restructure the Company's balance sheet in order to
increase return on equity by reducing the amount of equity outstanding. Based
upon the current market price of its Shares, the Company believes that the
purchase of Shares is an attractive use of its funds. Following the purchase
of the Shares, the Company believes funds provided by earnings, combined with
its other sources of liquidity, will be fully adequate to meet its funding
needs for the foreseeable future. Upon completion of the Offer, the Company
expects that the Company and its wholly owned subsidiary federal savings
association, Klamath First Federal Savings and Loan Association
("Association"), will continue to maintain the highest regulatory standard for
capital, which is designated as "well capitalized" under the prompt corrective
action scheme enacted by the Federal Deposit Insurance Corporation Improvement
Act of 1991. Furthermore, the Company is aware of certain accounting rules
applicable to a business combination. The ability to enter into a "poolable"
transaction in the future pursuant to applicable accounting rules and
standards has also been considered by the Company as they consider alternative
shareholder enhancement vehicles.
The Offer will enable shareholders who are considering the sale of all or
a portion of their Shares the opportunity to determine the price or prices
(not less than $18.00 nor in excess of $20.00 per Share) at which they are
willing to sell their Shares, and, if any such Shares are purchased pursuant
to the Offer, to sell those Shares for cash without the usual transaction
costs associated with open-market sales. The Offer may also give shareholders
the opportunity to sell Shares at prices greater than market prices prevailing
prior to the announcement of the Offer. See Section 7. In addition,
qualifying shareholders owning beneficially fewer than 100 Shares, whose
Shares are purchased pursuant to the Offer, not only will avoid the payment of
brokerage commissions but will also avoid any applicable odd lot discounts to
the market price typically charged by brokers for executing odd lot trades.
Shareholders who do not tender their Shares pursuant to the Offer and
shareholders who otherwise retain an equity interest in the Company as a
result of a partial tender of Shares or a proration pursuant to Section 1 of
the Offer will continue to be owners of the Company with the attendant risks
and rewards associated with owning the equity securities of the Company. As
noted above, the Company, following completion of the Offer, will maintain the
highest regulatory capital ranking. Consequently, the Company believes that
shareholders will not be subject to materially greater risk as a result of the
reduction of the capital base.
Shareholders who determine not to accept the Offer will realize a
proportionate increase in their relative equity interest in the Company and,
thus, in the Company's earnings and assets, subject to any risks resulting
from the Company's purchase of Shares and the Company's ability to issue
additional equity securities in the future. In addition, to the extent the
purchase of Shares pursuant to the Offer results in a reduction of the number
of shareholders of record, the Company's costs for services to shareholders
may be reduced. Finally, the Offer may affect the Company's ability to qualify
for pooling-of-interests accounting treatment for any merger transaction for
approximately the next two years.
If fewer than 1,983,353 shares are purchased pursuant to the Offer, the
Company may repurchase the remainder of such Shares on the open market, in
privately negotiated transactions or otherwise. In the future, the Company may
determine to purchase additional Shares on the open market, in privately
negotiated transactions, through one or more tender offers or otherwise. Any
such purchases may be on the same terms as, or on terms which are more or less
favorable to shareholders than, the terms of the Offer. However, Rule 13e-4
under the Exchange Act prohibits the Company and its affiliates from
purchasing any Shares, other than pursuant to the Offer, until at least ten
business days after the Expiration Date. Any future purchases of Shares by the
Company would depend on many factors, including the market price of the
Shares, the Company's business and financial position, and general economic
and market conditions.
Shares the Company acquires pursuant to the Offer will be restored to the
status of authorized and unissued Shares and will be available for the Company
to issue without further shareholder action (except as required by
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applicable law or the rules of the Nasdaq National Market or any other
securities exchange on which the Shares are listed) for purposes including,
but not limited to, the acquisition of other businesses, the raising of
additional capital for use in the Company's business and the satisfaction of
obligations under existing or future employee benefit plans. The Company has
no current plans for reissuance of the Shares repurchased pursuant to the
Offer.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH SHAREHOLDER
MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER AND AT WHAT PRICE. EMPLOYEES, OFFICERS AND DIRECTORS OF
THE COMPANY MAY PARTICIPATE IN THE OFFER ON THE SAME BASIS AS THE COMPANY'S
OTHER SHAREHOLDERS. THE COMPANY HAS BEEN ADVISED THAT TWO OF ITS DIRECTORS,
ONE OF ITS EXECUTIVE OFFICERS, AND A DIRECTOR EMERITUS INTEND TO TENDER SHARES
PURSUANT TO THE OFFER. THE COMPANY HAS ALSO BEEN ADVISED THAT THE TRUSTEES OF
THE COMPANY'S ESOP DO NOT INTEND TO TENDER ANY SHARES PURSUANT TO THE OFFER.
9. CERTAIN INFORMATION CONCERNING THE COMPANY
General
Klamath First Bancorp, Inc., an Oregon corporation, was organized on June
16, 1995 for the purpose of becoming the holding company for the Association
upon the Association's conversion from a federal mutual to a federal stock
savings and loan association ("Conversion"). The Conversion was completed on
October 4, 1995. At September 30, 1998, the Company had total assets of $1.0
billion, total deposits of $689.5 million and shareholders' equity of $145.1
million.
The Association was organized in 1934. The Association is regulated by
the Office of Thrift Supervision ("OTS") and its deposits are insured up to
applicable limits under the Savings Association Insurance Fund ("SAIF") of the
Federal Deposit Insurance Corporation ("FDIC"). The Association also is a
member of the Federal Home Loan Bank ("FHLB") System.
The Association is a traditional, community-oriented savings and loan
association that focuses on customer service within its primary market area.
Accordingly, the Association is primarily engaged in attracting deposits from
the general public through its offices and using those and other available
sources of funds to originate permanent residential one- to four-family real
estate loans within its market area and to a lesser extent on commercial
property and multi-family dwellings. The Association also originates consumer
loans.
Summary Historical Consolidated Financial Data and
Summary Unaudited Pro Forma Consolidated Financial Data
The following summary historical consolidated financial data has been
derived from the consolidated financial statements of the Company. The data
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the
year ended September 30, 1997. A copy of this report may be obtained as
described in Section 17 of this Offer. The income statement data for the year
ended September 30, 1997 and the balance sheet data as of the same date have
been derived from the audited consolidated financial statements of the
Company. The income statement data for the year ended September 30, 1998 and
the balance sheet data as of the same date have been derived from the
unaudited condensed consolidated financial statements of the Company which, in
the opinion of management, include all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation of financial position
and results of operations for such periods.
The following summary unaudited pro forma consolidated financial data has
been derived from the historical consolidated financial statements of the
Company. Such information has not been adjusted for certain costs and
expenses to be incurred as a result of the purchase of Shares pursuant to the
Offer. The summary unaudited pro forma consolidated financial data should be
read in conjunction with the summary historical consolidated financial data
11
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<PAGE>
included herein. The pro forma income statement data and balance sheet data
are not necessarily indicative of the financial position or results of
operations that would have been obtained had the Offer been completed as of
the dates indicated.
Klamath First Bancorp, Inc.
Summary Historical Balance Sheet Data
At September 30,
---------------------------
1997 1998
---------- ----------
(In Thousands)
ASSETS
Cash and cash equivalents. . . . . . . . $ 32,043 $ 66,985
Securities . . . . . . . . . . . . . . . 355,099 253,111
Net loans. . . . . . . . . . . . . . . . 551,464 668,146
Other assets . . . . . . . . . . . . . . 41,472 43,060
----------- ------------
Total assets . . . . . . . . . . . . . $ 980,078 $ 1,031,302
=========== ============
LIABILITIES
Deposit liabilities . . . . . . . . . . . $ 673,978 $ 689,541
Short term borrowings. . . . . . . . . . 17,078 12,112
Other liabilities. . . . . . . . . . . . 144,560 184,568
----------- ------------
Total liabilities. . . . . . . . . . . 835,616 886,221
SHAREHOLDERS' EQUITY 144,462 145,081
----------- ------------
Total liabilities and shareholders'
equity . . . . . . . . . . . . . . . $ 980,078 $ 1,031,302
=========== ============
12
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Klamath First Bancorp, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
September 30, 1998
Shares Purchased At
----------------------------
$18.00 $20.00
Per Share Per Share
--------- ---------
(In Thousands)
ASSETS
Cash and due from banks. . . . . . . . . . . $ 25,644 $ 25,644
Interest-earning deposits with banks . . . . 5,641 1,674
Total cash and cash equivalents . . . . . 31,285 27,318
Investment securities available for
sale, at fair value . . . . . . . . . . . 203,224 203,224
Investment securities held to
maturity, at amortized cost . . . . . . . 2,889 2,889
Mortgage-backed and related securities
available for sale, at fair value . . . . 43,336 43,336
Mortgage-backed and related securities
held to maturity, at amortized cost . . . 3,662 3,662
Loans receivable, net. . . . . . . . . . . . 668,146 668,146
Premises and equipment, net. . . . . . . . . 12,347 12,347
Stock in Federal Home Loan Bank of
Seattle, at cost. . . . . . . . . . . . . 10,173 10,173
Accrued interest receivable. . . . . . . . . 7,472 7,472
Core deposit intangible. . . . . . . . . . . 11,431 11,431
Other assets . . . . . . . . . . . . . . . . 1,637 1,637
-------- --------
Total assets. . . . . . . . . . . . . . . $995,602 $991,635
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposit liabilities. . . . . . . . . . . . . $689,541 $689,541
Accrued interest on deposits . . . . . . . . 1,292 1,292
Advances from borrowers for taxes and
insurance. . . . . . . . . . . . . . . . . 9,421 9,421
Advances from Federal Home Loan Bank of
Seattle. . . . . . . . . . . . . . . . . . 167,000 167,000
Short term borrowings. . . . . . . . . . . . 12,112 12,112
Accrued interest on borrowings . . . . . . . 214 214
Pension liabilities. . . . . . . . . . . . . 779 779
Deferred federal and state income taxes. . . 3,656 3,656
Other liabilities. . . . . . . . . . . . . . 2,206 2,206
-------- --------
Total liabilities. . . . . . . . . . . . 886,221 886,221
-------- --------
SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value,
500,000 shares authorized; none issued. . . --- ---
Common stock $0.01 par value, 35,000,000
shares authorized, September 30, 1998 -
7,933,413 issued, 6,817,754 outstanding;
September 30, 1997 - 8,446,181 issued,
7,252,229 outstanding. . . . . . . . . . . 79 79
Additional paid in capital . . . . . . . . . 46,806 42,839
Retained earnings-substantially restricted . 71,051 71,051
Unearned shares issued to ESOP . . . . . . . (6,850) (6,850)
Unearned shares issued to MRDP . . . . . . . (4,537) (4,537)
Net unrealized gain (loss) on securities
available for sale, net of tax . . . . . . 2,832 2,832
-------- --------
Total shareholders' equity . . . . . . . 109,381 105,414
-------- --------
Total liabilities and shareholders'
equity . . . . . . . . . . . . . . . . $995,602 $991,635
======== ========
13
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Klamath First Bancorp, Inc.
Historical Income Statement Data
Year Ended September 30,
----------------------------
1998 1997
----- ----
(In Thousands, except Share
and per Share Data)
INTEREST INCOME
Loans receivable . . . . . . . . . . . . . . . $49,508 $40,850
Mortgage backed and related securities . . . 3,680 4,716
Investment securities. . . . . . . . . . . . 14,766 7,343
Federal funds sold and securities purchased
under agreements to resell . . . . . . . . 917 931
Interest earning deposits. . . . . . . . . . 862 327
------- -------
Total interest income. . . . . . . . . . . 69,733 54,167
------- -------
INTEREST EXPENSE
Deposit liabilities. . . . . . . . . . . . . 28,932 22,464
Advances from FHLB of Seattle. . . . . . . . 7,921 6,271
Other. . . . . . . . . . . . . . . . . . . . 995 1,121
------- -------
Total interest expense . . . . . . . . . . 37,848 29,856
Net interest income. . . . . . . . . . . . . . 31,885 24,311
Provision for loan losses. . . . . . . . . . . 674 370
Net interest income after provision for ------- -------
loan losses. . . . . . . . . . . . . . . . 31,211 23,941
------- -------
NON-INTEREST INCOME
Fees and service charges . . . . . . . . . . 2,410 669
Gain on sale of investments and real
estate owned . . . . . . . . . . . . . . . 441 30
Other income . . . . . . . . . . . . . . . . 351 112
------- -------
Total non-interest income. . . . . . . . . . 3,202 811
------- -------
NON-INTEREST EXPENSE
Compensation, employee benefits and related
expense. . . . . . . . . . . . . . . . . . 9,616 7,144
Occupancy expense. . . . . . . . . . . . . . 2,092 920
Data processing expense. . . . . . . . . . . 963 481
Insurance premium expense. . . . . . . . . . 290 376
Loss on sale of investments. . . . . . . . . --- 15
Amortization of core deposit intangible. . . 1,653 303
Other expense. . . . . . . . . . . . . . . . 4,909 2,526
------- -------
Total non-interest expense . . . . . . . . 19,523 11,765
------- -------
Earnings before income taxes . . . . . . . . 14,890 12,987
Provision for income tax . . . . . . . . . . 5,339 4,429
------- -------
Net earnings. . . . . . . . . . . . . . . . $ 9,551 $ 8,558
======= =======
Basic earnings per share . . . . . . . . . . $1.05 $0.91
===== =====
Diluted earnings per share . . . . . . . . . $1.00 $0.88
===== =====
Weighted average number of common shares . . 9,066,471 9,438,915
Weighted average number of common shares -
assuming full dilution . . . . . . . . . . 9,520,717 9,762,459
14
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Klamath First Bancorp, Inc.
Pro Forma Income Statement Data
Year Ended
September 30, 1998
----------------------------
Shares Purchased At
----------------------------
$18.00 $20.00
Per Share Per Share
--------- ---------
(In Thousands, except Share
and per Share data)
INTEREST INCOME
Loans receivable . . . . . . . . . . . . . . $ 49,508 $ 49,508
Mortgage backed and related securities . . . 3,680 3,680
Investment securities. . . . . . . . . . . . 14,766 14,766
Interest earning deposits. . . . . . . . . . 302 90
-------- --------
Total interest income. . . . . . . . . . . 68,256 68,044
-------- --------
INTEREST EXPENSE
Deposit liabilities. . . . . . . . . . . . . 28,932 28,932
Advances from FHLB of Seattle. . . . . . . . 7,921 7,921
Other. . . . . . . . . . . . . . . . . . . . 995 995
-------- --------
Total interest expense . . . . . . . . . . 37,848 37,848
-------- --------
Net interest income. . . . . . . . . . . . . . 30,408 30,196
Provision for loan losses. . . . . . . . . . . 674 674
Net interest income after provision for -------- --------
loan losses. . . . . . . . . . . . . . . . 29,734 29,522
-------- --------
NON-INTEREST INCOME
Fees and service charges . . . . . . . . . . 2,410 2,410
Gain on sale of investments. . . . . . . . . 441 441
Other income . . . . . . . . . . . . . . . . 351 351
-------- --------
Total non-interest income. . . . . . . . . 3,202 3,202
-------- --------
NON-INTEREST EXPENSE
Compensation, employee benefits and
related expense. . . . . . . . . . . . . . 9,616 9,616
Occupancy expense. . . . . . . . . . . . . . 2,092 2,092
Data processing expense. . . . . . . . . . . 963 963
Insurance premium expense. . . . . . . . . . 290 290
Amortization of core deposit intangible. . . 1,653 1,653
Other expense. . . . . . . . . . . . . . . . 4,909 4,909
-------- --------
Total non-interest expense . . . . . . . . 19,523 19,523
-------- --------
Earnings before income taxes . . . . . . . . . 13,413 13,201
Provision for income tax . . . . . . . . . . . 4,694 4,620
-------- --------
Net earnings . . . . . . . . . . . . . . . . $ 8,719 $ 8,581
======== ========
Basic earnings per share . . . . . . . . . . $1.23 $1.21
Diluted earnings per share . . . . . . . . . $1.16 $1.14
Weighted average number of common shares . . 7,083,116 7,083,116
Weighted average number of common shares -
assuming full dilution . . . . . . . . . . 7,537,364 7,537,364
15
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Klamath First Bancorp, Inc.
Selected Historical Financial Ratios
Year Ended September 30,
------------------------
1997 1998
------- ------
SELECTED RATIOS:
FINANCIAL PERFORMANCE
Return on average assets . . . . . . . . 1.14% 0.96%
Return on average equity . . . . . . . . 5.85% 6.52%
CAPITAL
Dividend payout ratio. . . . . . . . . . . 34.09% 34.50%
Shareholders' equity to total assets . . . 14.74% 14.07%
Book value per share . . . . . . . . . . . $15.64 $16.30
ASSET QUALITY
Allowance for loan losses as a percent
of loans . . . . . . . . . . . . . . . . 0.22% 0.28%
Allowance for loan losses as a percent of
nonperforming loans. . . . . . . . . . . 510.24% 372.14%
Nonperforming loans to total loans
before net items . . . . . . . . . . . . 0.04% 0.07%
Klamath First Bancorp, Inc.
Unaudited Selected Pro Forma Financial Ratios
Year Ended September 30,
------------------------
Shares Purchased At
------------------------
$18.00 $20.00
Per Share Per Share
--------- ---------
SELECTED RATIOS:
FINANCIAL PERFORMANCE
Return on average equity . . . . . . . . 7.87% 8.04%
CAPITAL
Dividend payout ratio. . . . . . . . . . . 28.03% 28.48%
Shareholders' equity to total assets . . . 10.99% 10.63%
Book value per share . . . . . . . . . . . $15.82 $15.24
16
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Klamath First Bancorp, Inc.
Notes to Unaudited Pro Forma Financial Information
(1) The pro forma financial information reflects the repurchase of
1,983,353 Shares at $18.00 and $20.00 per share, as appropriate.
(2) The balance sheet data give effect to the purchase of Shares as of the
balance sheet date. The income statement data give effect to the
purchase of Shares as of the beginning of each period presented.
(3) The funds used to purchase Shares were considered to have been
provided by cash and overnight funds. The pro forma data assumes a
rate of interest of 5.31% on overnight funds, a rate of interest of
5.32% on interest-earning deposits and a statutory tax rate of 35%
for the year ended September 30, 1997, and a rate of interest of 5.45%
on overnight funds, a rate of interest of 5.35% on interest-earning
deposits and a statutory tax rate of 35% for the year ended September
30, 1998.
(4) No effect has been given to the $250,000 in costs estimated to be
incurred in connection with the Purchase Offer. Such costs are not
expected to be material and will be capitalized as part of the cost of
the stock purchased.
10. SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases 1,983,353 Shares pursuant to the
Offer at a price of $20.00 per Share, the total amount required by the Company
to purchase such Shares will be $39,667,060, exclusive of fees and other
expenses. The Company will fund such purchases with cash held by the Company.
11. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS;
TRANSACTIONS AND ARRANGEMENTS CONCERNING SHARES
As of September 30, 1998, the Company had issued and outstanding
9,916,766 Shares, and had reserved 361,853 Shares for issuance upon exercise
of currently exercisable stock options. The 1,983,353 Shares that the Company
is offering to purchase represent approximately 20% of the outstanding Shares.
As of September 30, 1998, the Company's directors and executive officers as a
group (11 persons) beneficially owned an aggregate of 724,462 Shares
(including 327,929 shares covered by currently exercisable options granted
under the Company's 1995 Stock Option Plan) representing approximately 9.7% of
the outstanding Shares, assuming the exercise of the options by such persons.
As of September 30, 1998, the ESOP held 969,666 shares, representing
approximately 9.8% of the shares outstanding.
Neither the Company, nor any subsidiary of the Company nor, to the best
of the Company's knowledge, any of the Company's directors or executive
officers, nor any affiliates of any of the foregoing, had any transactions
involving the Shares during the 40 business days prior to the date hereof.
Executive officers and directors of the Company may participate in the
Offer on the same basis as the Company's other shareholders. The Company has
been advised that two of its directors, one of its executive officers, and a
director emeritus intend to tender Shares pursuant to the Offer. The table
below identifies the executive officer, directors and director emeritus of the
Company that intend to tender their Shares and sets forth the number of Shares
each expects to tender. The trustees of the ESOP have advised the Company
that they do not intend to tender any Shares pursuant to the Offer.
17
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<PAGE>
Name Shares to be tendered
- ---- ---------------------
Marshall J. Alexander, Senior Vice President
and Chief Financial Officer 10,000
Rodney N. Murray, Chairman of the Board 5,000
J. Gillis Hannigan, Director 5,000
Adolph Zamsky, Director Emeritus 2,000
The price at which such tenders will be made has not been determined.
The table below identifies each executive officer and director of the
Company and sets forth the number of Shares owned (including Shares that could
be acquired upon the exercise of currently exercisable stock options and
Shares held under the ESOP) and the percent of Shares owned to the total
number of Shares outstanding. Subject to the terms of the Offer, all or a
portion of such Shares could be tendered.
Shares Stock
Name Owned Options Total
- ---- ----- ------- -----
Directors
Rodney N. Murray 36,671 24,467 61,138
Gerald V. Brown 96,346 97,865 194,211
Bernard Z. Agrons 28,471 18,268 46,739
J. Gillis Hannigan 27,165 18,268 45,433
Dianne E. Spires 6,216 4,649 10,865
Timothy A. Bailey 24,529 18,268 42,797
James D. Bocchi 41,334 18,268 59,602
William C. Dalton 17,483 18,268 35,751
Executive Officers 118,318 109,608 227,926
------- ------- -------
Total 396,533 327,929 724,462
======= ======= =======
Shares owned as a percent of shares
outstanding at September 30, 1998 4.00%
Shares owned as a percent of shares
outstanding assuming tender and
purchase of 1,983,353 shares 5.00%
Except for outstanding options to purchase Shares granted to certain
employees (including executive officers) of the Company, and except as
otherwise described herein, neither the Company nor, to the best of the
Company's knowledge, any of its affiliates, directors or executive officers,
or any of the directors or executive officers of any of its affiliates, is a
party to any contract, arrangement, understanding or relationship with any
other person relating, directly or indirectly, to the Offer with respect to
any securities of the Company including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the
voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies, consents or authorizations.
18
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<PAGE>
Except as disclosed in this Offer, the Company has no plans or proposals
which relate to or would result in: (a) the acquisition by any person of
additional securities of the Company or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or its subsidiary; (c) a
sale or transfer of a material amount of assets of the Company or its
subsidiary; (d) any change in the present Board of Directors or management of
the Company; (e) any material change in the present dividend rate or policy,
or indebtedness or capitalization of the Company; (f) any other material
change in the Company's corporate structure or business; (g) any change in the
Company's Articles of Incorporation or Bylaws or any actions which may impede
the acquisition of control of the Company by any person; (h) a class of equity
security of the Company being delisted from a national securities exchange;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
or (j) the suspension of the Company's obligation to file reports pursuant to
Section 15(d) of the Exchange Act.
12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES;
REGISTRATION UNDER THE EXCHANGE ACT
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise be traded publicly and may reduce the
number of shareholders. Nonetheless, the Company anticipates that there will
be a sufficient number of Shares outstanding and publicly traded following
consummation of the Offer to ensure a continued trading market for the Shares.
Based upon published guidelines of the Nasdaq National Market, the Company
believes that following its purchase of Shares pursuant to the Offer, the
Company's remaining Shares will continue to qualify to be quoted on the Nasdaq
National Market.
The Shares are currently "margin securities" under the rules of The Board
of Governors of the Federal Reserve System ("Federal Reserve Board"). This has
the effect, among other things, of allowing brokers to extend credit to their
customers using such Shares as collateral. The Company believes that,
following the purchase of Shares pursuant to the Offer, the Shares will
continue to be "margin securities" for purposes of the Federal Reserve Board's
margin regulations.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its shareholders
and the U.S. Securities and Exchange Commission ("Commission") and comply with
the Commission's proxy rules in connection with meetings of the Company's
shareholders.
13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS
The Company is not aware of any license or regulatory permit that appears
to be material to the Company's business that might be adversely affected by
the Company's acquisition of Shares as contemplated herein or of any approval
or other action by, or any filing with, any government or governmental,
administrative or regulatory authority or agency, domestic or foreign, that
would be required for the acquisition or ownership of Shares by the Company as
contemplated herein. Should any such approval or other action be required, the
Company presently contemplates that such approval or other action will be
sought. The Company is unable to predict whether it may determine that it is
required to delay the acceptance for payment of or payment for Shares tendered
pursuant to the Offer pending the outcome of any such matter. There can be no
assurance that any such approval or other action, if needed, would be obtained
or would be obtained without substantial conditions or that the failure to
obtain any such approval or other action might not result in adverse
consequences to the Company's business. The Company's obligations under the
Offer to accept for payment and pay for Shares is subject to certain
conditions. See Section 6.
14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES
General
The following is a discussion of the material United States federal
income tax consequences to shareholders with respect to a sale of Shares
pursuant to the Offer. The discussion is based upon the provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), U.S. Department of
Treasury regulations, Internal Revenue Service
19
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<PAGE>
("IRS") rulings and judicial decisions, all in effect as of the date hereof
and all of which are subject to change (possibly with retroactive effect) by
subsequent legislative, judicial or administrative action. The discussion does
not address all aspects of United States federal income taxation that may be
relevant to a particular shareholder in light of such shareholder's particular
circumstances or to certain types of holders subject to special treatment
under the United States federal income tax laws (such as certain financial
institutions, tax-exempt organizations, life insurance companies, dealers in
securities or currencies, employee benefit plans or shareholders holding the
Shares as part of a conversion transaction, as part of a hedge or hedging
transaction, or as a position in a straddle for tax purposes). In addition,
the discussion below does not consider the effect of any foreign, state, local
or other tax laws that may be applicable to particular shareholders. The
discussion assumes that the Shares are held as "capital assets" within the
meaning of Section 1221 of the Code. The Company has neither requested nor
obtained a written opinion of counsel or a ruling from the IRS with respect to
the tax matters discussed below.
EACH SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE
PARTICULAR UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THAT SHAREHOLDER
OF TENDERING SHARES PURSUANT TO THE OFFER AND THE APPLICABILITY AND EFFECT OF
ANY STATE, LOCAL OR FOREIGN TAX LAWS AND RECENT CHANGES IN APPLICABLE TAX
LAWS.
Characterization of the Surrender of Shares Pursuant to the Offer
The surrender of Shares by a shareholder to the Company pursuant to the
Offer will be a taxable transaction for United States federal income tax
purposes. The United States federal income tax consequences to a shareholder
may vary depending upon the shareholder's particular facts and circumstances.
Under Section 302 of the Code, the surrender of Shares by a shareholder to the
Company pursuant to the Offer will be treated as a "sale or exchange" of such
Shares for United States federal income tax purposes (rather than as a
distribution by the Company with respect to the Shares held by the tendering
shareholder) if the receipt of cash upon such surrender (i) is "substantially
disproportionate" with respect to the shareholder, (ii) results in a "complete
redemption" of the shareholder's interest in the Company, or (iii) is "not
essentially equivalent to a dividend" with respect to the shareholder (each as
described below).
If any of the above three tests is satisfied, and the surrender of the
Shares is therefore treated as a "sale or exchange" of such Shares for United
States federal income tax purposes, the tendering shareholder will recognize
gain or loss equal to the difference between the amount of cash received by
the shareholder and the shareholder's tax basis in the Shares surrendered
pursuant to the Offer. Any such gain or loss will be capital gain or loss, and
will be long term capital gain or loss if the Shares have been held for more
than one year.
If none of the above three tests is satisfied, the tendering shareholder
will be treated as having received a distribution by the Company with respect
to such shareholder's Shares in an amount equal to the cash received by the
shareholder pursuant to the Offer. The distribution will be treated as a
dividend taxable as ordinary income to the extent of the Company's current or
accumulated earnings and profits for tax purposes. The amount of the
distribution in excess of the Company's current or accumulated earnings and
profits will be treated as a return of the shareholder's tax basis in the
Shares, and then as gain from the sale or exchange of such Shares. If a
shareholder is treated as having received a distribution by the Company with
respect to his or her Shares, the shareholder's tax basis in his or her
remaining Shares will generally be adjusted to take into account the
shareholder's return of basis in the Shares tendered.
Constructive Ownership
In determining whether any of the three tests under Section 302 of the
Code is satisfied, shareholders must take into account not only the Shares
that are actually owned by the shareholder, but also Shares that are
constructively owned by the shareholder within the meaning of Section 318 of
the Code. Under Section 318 of the Code, a shareholder may constructively own
Shares actually owned, and in some cases constructively owned, by certain
related individuals or entities and Shares that the shareholder has the right
to acquire by exercise of an option or by conversion.
20
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Proration
Contemporaneous dispositions or acquisitions of Shares by a shareholder
or related individuals or entities may be deemed to be part of a single
integrated transaction and may be taken into account in determining whether
any of the three tests under Section 302 of the Code has been satisfied. Each
shareholder should be aware that because proration may occur in the Offer,
even if all the Shares actually and constructively owned by a shareholder are
tendered pursuant to the Offer, fewer than all of such Shares may be purchased
by the Company. Thus, proration may affect whether the surrender by a
shareholder pursuant to the Offer will meet any of the three tests under
Section 302 of the Code.
Section 302 Tests
The receipt of cash by a shareholder will be "substantially
disproportionate" if the percentage of the outstanding Shares in the Company
actually and constructively owned by the shareholder immediately following the
surrender of Shares pursuant to the Offer is less than 80% of the percentage
of the outstanding Shares actually and constructively owned by such
shareholder immediately before the sale of Shares pursuant to the Offer.
Shareholders should consult their tax advisors with respect to the application
of the "substantially disproportionate" test to their particular situation.
The receipt of cash by a shareholder will be a "complete redemption" if
either (i) the shareholder owns no Shares in the Company either actually or
constructively immediately after the Shares are surrendered pursuant to the
Offer, or (ii) the shareholder actually owns no Shares in the Company
immediately after the surrender of Shares pursuant to the Offer and, with
respect to Shares constructively owned by the shareholder immediately after
the Offer, the shareholder is eligible to waive (and effectively waives)
constructive ownership of all such Shares under procedures described in
Section 302(c) of the Code. A director, officer or employee of the Company is
not eligible to waive constructive ownership under the procedures described in
Section 302(c) of the Code.
Even if the receipt of cash by a shareholder fails to satisfy the
"substantially disproportionate" test or the "complete redemption" test, a
shareholder may nevertheless satisfy the "not essentially equivalent to a
dividend" test if the shareholder's surrender of Shares pursuant to the Offer
results in a "meaningful reduction" in the shareholder's interest in the
Company. Whether the receipt of cash by a shareholder will be "not
essentially equivalent to a dividend" will depend upon the individual
shareholder's facts and circumstances. The IRS has indicated in published
rulings that even a small reduction in the proportionate interest of a small
minority shareholder in a publicly held corporation who exercises no control
over corporate affairs may constitute such a "meaningful reduction."
Shareholders expecting to rely upon the "not essentially equivalent to a
dividend" test should consult their own tax advisors as to its application in
their particular situation.
Corporate Shareholder Dividend Treatment
If a sale of Shares by a corporate shareholder is treated as a dividend,
the corporate shareholder may be entitled to claim a deduction equal to 70% of
the dividend under Section 243 of the Code, subject to applicable limitations.
Corporate shareholders should, however, consider the effect of Section 246(c)
of the Code, which disallows the 70% dividends received deduction with respect
to stock that is held for 45 days or less. For this purpose, the length of
time a taxpayer is deemed to have held stock may be reduced by periods during
which the taxpayer's risk of loss with respect to the stock is diminished by
reason of the existence of certain options or other transactions. Moreover,
under Section 246A of the Code, if a corporate shareholder has incurred
indebtedness directly attributable to an investment in Shares, the 70%
dividends-received deduction may be reduced.
In addition, amounts received by a corporate shareholder pursuant to the
Offer that are treated as a dividend may constitute an "extraordinary
dividend" under Section 1059 of the Code. The "extraordinary dividend" rules
of the Code are highly complicated. Accordingly, any corporate shareholder
that might have a dividend as a result of the sale of shares pursuant to the
Offer should review the "extraordinary dividend" rules to determine the
applicability and impact of such rules to it.
21
<PAGE>
<PAGE>
Additional Tax Considerations
The distinction between long-term capital gains and ordinary income is
relevant because, in general, individuals currently are subject to taxation at
a reduced rate on their "net capital gain" (i.e., the excess of net long-term
capital gains over net short-term capital losses) for the year. Tax rates on
long-term capital gain for individual shareholders vary depending on the
shareholder's income and holding period for the Shares. In particular, reduced
tax rates apply to gains recognized by an individual from the sale of capital
assets held for more than one year (currently 20 percent or less).
Shareholders are urged to consult their own tax advisors regarding any
possible impact on their obligation to make estimated tax payments as a result
of the recognition of any capital gain (or the receipt of any ordinary income)
caused by the surrender of any Shares to the Company pursuant to the Offer.
Foreign Shareholders
The Company will withhold United States federal income tax at a rate of
30% from gross proceeds paid pursuant to the Offer to a foreign shareholder or
his agent, unless the Company determines that a reduced rate of withholding is
applicable pursuant to a tax treaty or that an exemption from withholding is
applicable because such gross proceeds are effectively connected with the
conduct of a trade or business by the foreign shareholder within the United
States. For this purpose, a foreign shareholder is any shareholder that is
not (i) a citizen or resident of the United States, (ii) a domestic
corporation or domestic partnership, (iii) an estate the income of which from
sources without the United States is effectively connected with the conduct of
a trade or business within the United States, or (iv) a trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust, and one or more United States persons have the
authority to control all substantial decisions of the trust. Without definite
knowledge to the contrary, the Company will determine whether a shareholder is
a foreign shareholder by reference to the shareholder's address. A foreign
shareholder may be eligible to file for a refund of such tax or a portion of
such tax if such shareholder (i) meets the "complete redemption,"
"substantially disproportionate" or "not essentially equivalent to a dividend"
tests described above, (ii) is entitled to a reduced rate of withholding
pursuant to a treaty and the Company withheld at a higher rate, or (iii) is
otherwise able to establish that no tax or a reduced amount of tax was due.
In order to claim an exemption from withholding on the ground that gross
proceeds paid pursuant to the Offer are effectively connected with the conduct
of a trade or business by a foreign shareholder within the United States or
that the foreign shareholder is entitled to the benefits of a tax treaty, the
foreign shareholder must deliver to the Depositary (or other person who is
otherwise required to withhold United States tax) a properly executed
statement claiming such exemption or benefits. Such statements may be obtained
from the Depositary. Foreign shareholders are urged to consult their own tax
advisors regarding the application of United States federal income tax
withholding, including eligibility for a withholding tax reduction or
exemption and the refund procedures.
Backup Withholding
See Section 3 with respect to the application of the United States
federal income tax backup withholding.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY AND MAY NOT APPLY TO SHARES ACQUIRED IN CONNECTION WITH THE EXERCISE OF
STOCK OPTIONS OR PURSUANT TO OTHER COMPENSATION ARRANGEMENTS WITH THE COMPANY.
THE TAX CONSEQUENCES OF A SALE PURSUANT TO THE OFFER MAY VARY DEPENDING UPON,
AMONG OTHER THINGS, THE PARTICULAR CIRCUMSTANCES OF THE TENDERING SHAREHOLDER.
NO INFORMATION IS PROVIDED HEREIN AS TO THE STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES OF THE TRANSACTION CONTEMPLATED BY THE OFFER. SHAREHOLDERS ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR FEDERAL,
STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF TENDERING SHARES PURSUANT
TO THE OFFER AND THE EFFECT OF THE STOCK OWNERSHIP ATTRIBUTION RULES DESCRIBED
ABOVE.
22
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<PAGE>
15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion and at
any time or from time to time, to extend the period of time during which the
Offer is open by giving oral or written notice of such extension to the
Depositary and making a public announcement thereof. There can be no
assurance, however, that the Company will exercise its right to extend the
Offer. During any such extension, all Shares previously tendered will remain
subject to the Offer, except to the extent that such Shares may be withdrawn
as set forth in Section 4. The Company also expressly reserves the right, in
its sole discretion, (i) to terminate the Offer and not accept for payment any
Shares not previously accepted for payment or, subject to Rule 13e-4(f)(5)
under the Exchange Act, which requires the Company either to pay the
consideration offered or to return the Shares tendered promptly after the
termination or withdrawal of the Offer, to postpone payment for Shares upon
the occurrence of any of the conditions specified in Section 6 hereof, by
giving oral or written notice of such termination to the Depositary and making
a public announcement thereof and (ii) at any time, or from time to time, to
amend the Offer in any respect. Amendments to the Offer may be effected by
public announcement. Without limiting the manner in which the Company may
choose to make public announcement of any extension, termination or amendment,
the Company shall have no obligation (except as otherwise required by
applicable law) to publish, advertise or otherwise communicate any such public
announcement, other than by making a release to the Dow Jones News Service,
except in the case of an announcement of an extension of the Offer, in which
case the Company shall have no obligation to publish, advertise or otherwise
communicate such announcement other than by issuing a notice of such extension
by press release or other public announcement, which notice shall be issued no
later than 9:00 a.m., Eastern Time, on the next business day after the
previously scheduled Expiration Date. Material changes to information
previously provided to holders of the Shares in this Offer or in documents
furnished subsequent thereto will be disseminated to holders of Shares in
compliance with Rule 13e-4(e)(2) promulgated by the Commission under the
Exchange Act.
If the Company materially changes the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules 13e-
4(d)(2) and 13e-4(e)(2) under the Exchange Act. Those rules require that the
minimum period during which an offer must remain open following material
changes in the terms of the offer or information concerning the offer (other
than a change in price, change in dealer's soliciting fee or change in
percentage of securities sought) will depend on the facts and circumstances,
including the relative materiality of such terms or information. In a
published release, the Commission has stated that in its view, an offer should
remain open for a minimum of five business days from the date that notice of
such a material change is first published, sent or given. The Offer will
continue or be extended for at least ten business days from the time the
Company publishes, sends or gives to holders of Shares a notice that it will
(a) increase or decrease the price it will pay for Shares or the amount of the
Dealer Manager/Information Agent's soliciting fee or (b) increase (except for
an increase not exceeding 2% of the outstanding shares) or decrease the number
of Shares it seeks.
16. FEES AND EXPENSES
Keefe, Bruyette & Woods, Inc. will act as Dealer Manager/Information
Agent for the Company in connection with the Offer. For its services, the
Company has agreed to pay the Dealer Manager/Information Agent a financial
advisory fee of $25,000 and upon acceptance for and payment of Shares pursuant
to the Offer, a total of $0.085 per Share purchased by the Company pursuant to
the Offer.
The Dealer Manager/Information Agent may contact shareholders by mail,
telephone, facsimile, telex, telegraph, or other electronic means and personal
interviews, and may request brokers, dealers and other nominee shareholders to
forward materials relating to the Offer to beneficial owners. The Depositary
and the Dealer Manager/Information Agent will receive reasonable and customary
compensation for their services and will also be reimbursed for certain
out-of-pocket expenses. The Company has agreed to indemnify the Depositary
and the Dealer Manager/Information Agent against certain liabilities,
including certain liabilities under the federal securities laws, in
23
<PAGE>
<PAGE>
connection with the Offer. Neither the Dealer Manager/Information Agent nor
the Depositary has been retained to make solicitations or recommendations in
connection with the Offer.
The Company has retained Registrar and Transfer Company as Depositary.
The Company will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other
than the fee of the Dealer Manager/Information Agent). The Company will, upon
request, reimburse brokers, dealers, commercial banks and trust companies for
reasonable and customary handling and mailing expenses incurred by them in
forwarding materials relating to the Offer to their customers.
17. ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices at 7 World Trade Center,
13th Floor, Suite 1300, New York, New York 10048 and Suite 1400, Citicorp
Center, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material may also be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such information may also be accessed electronically by means of the
Commission's home page on the Internet (http://www.sec.gov).
18. MISCELLANEOUS
Pursuant to Rule 13e-4 under the Exchange Act, the Company has filed with
the Commission an Issuer Tender Offer Statement on Schedule 13e-4 which
contains additional information with respect to the Offer. Such Schedule
13e-4, including the exhibits and any amendments thereto, may be examined, and
copies may be obtained, at the same places and in the same manner as is set
forth in Section 17 with respect to information concerning the Company.
The Offer is being made to all holders of Shares. The Company is not
aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to a valid state statute. If the
Company becomes aware of any valid state statute prohibiting the making of the
Offer, the Company will make a good faith effort to comply with such statute.
If, after such good faith effort, the Company cannot comply with such statute,
the Offer will not be made to, nor will tenders be accepted from or on behalf
of, holders of Shares in such state. In those jurisdictions whose securities,
blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed to be made on behalf of the Company by the
Dealer Manager/Information Agent or one or more registered brokers or dealers
licensed under the laws of such jurisdictions.
KLAMATH FIRST BANCORP, INC.
December 4, 1998
24
<PAGE>
<PAGE>
The Dealer Manager/Information Agent for the Offer is:
KEEFE, BRUYETTE & WOODS, INC.
211 Bradenton Avenue
Dublin, Ohio 43017-3541
Toll free: (877) 298-6520
Any questions concerning the terms of the Offer, tender procedures or
requests for additional copies of this Offer to Purchase, the Letter of
Transmittal or other tender offer materials may be directed to the Dealer
Manager/Information Agent.
The Depositary for the Offer is:
REGISTRAR AND TRANSFER COMPANY
By Mail: Overnight Delivery: By Hand:
10 Commerce Drive 10 Commerce Drive c/o The Depository Trust Co.
Cranford, NJ 07016 Cranford, NJ 07016-3572 Transfer Agent Drop
Attn: Reorganization Attn: Reorganization 55 Water Street, 1st Floor
Department Department New York, NY 10041-0099
Investor Relations Telephone Number: (800) 368-5948
Facsimile Number: (908) 497-2311
December 4, 1998
<PAGE>
<PAGE>
Exhibit (a)(2)
KLAMATH FIRST BANCORP, INC.
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK
OF
KLAMATH FIRST BANCORP, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED DECEMBER 4, 1998
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00
P.M., EASTERN TIME, ON JANUARY 8, 1999, UNLESS THE OFFER IS EXTENDED.
To: REGISTRAR AND TRANSFER COMPANY
By Mail: Overnight Delivery: By Hand:
10 Commerce Drive 10 Commerce Drive c/o The Depository Trust Co.
Cranford, NJ 07016 Cranford, NJ 07016-3572 Transfer Agent Drop
Attn: Reorganization Attn: Reorganization 55 Water Street, 1st Floor
Department Department New York, NY 10041-0099
Investor Relations Telephone Number: (800) 368-5948
Facsimile Number: (908) 497-2311
<PAGE>
<PAGE>
DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4)
- ------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES)
OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY AS SHARES TENDERED
NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES NUMBER
CERTIFICATE REPRESENTED
BY SHARES
NUMBER CERTIFICATE(S)* TENDERED**
---------------------------------------
---------------------------------------
---------------------------------------
---------------------------------------
---------------------------------------
---------------------------------------
TOTAL SHARES
- ------------------------------------------------------------------------------
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented
by any certificates delivered to the Depositary are being tendered. See
Instruction 4.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00
P.M., EASTERN TIME, ON JANUARY 8, 1999, UNLESS THE OFFER IS EXTENDED.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
Delivery of documents to Klamath First Bancorp, Inc. or to the Book-Entry
Transfer Facility does not constitute a valid delivery. PLEASE DO NOT MAIL OR
DELIVER ANY SHARES TO KLAMATH FIRST BANCORP, INC. DELIVERIES TO KLAMATH FIRST
BANCORP, INC. WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT
CONSTITUTE VALID DELIVERY.
(BOX BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution
-------------------------------------------------
Account No.
-------------------------------------------------------------------
Transaction Code No.
----------------------------------------------------------
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
2
<PAGE>
<PAGE>
Name(s) of Registered Owner(s):
-----------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
---------------------------
Name of Institution Which Guaranteed Delivery:
--------------------------------
Name of Tendering Institution:
------------------------------------------------
Account Number:
---------------------------------------------------------------
Transaction Code Number:
-----------------------------------------------------
ODD LOTS
(SEE INSTRUCTION 9)
This section is to be completed ONLY if Shares are being tendered by or
on behalf of a person owning beneficially, as of the close of business on
November 24, 1998, and who continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[ ] was the beneficial owner as of the close of business on November 24,
1998, and continues to be the beneficial owner as of the Expiration
Date, of an aggregate of fewer than 100 Shares, all of which are
being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares
with respect to which it is the record owner, and (ii) believes,
based upon representations made to it by each such beneficial owner,
that such beneficial owner owned beneficially as of the close of
business on November 24, 1998, and continues to own beneficially as
of the Expiration Date, an aggregate of fewer than 100 Shares, and
is tendering all of such Shares.
If you do not wish to specify a Purchase Price, check the following box,
in which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per Share in the box entitled
"Price (In Dollars) Per Share At Which Shares Are Being Tendered" in this
Letter of Transmittal). [ ]
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
3
<PAGE>
<PAGE>
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Klamath First Bancorp, Inc., an Oregon
corporation ("Company"), the above-described shares of its Common Stock, par
value $0.01 per share ("Shares"), at a price per Share hereinafter set forth,
pursuant to the Company's offer to purchase up to 1,983,353 Shares, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
December 4, 1998 ("Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to all the Shares that are being tendered
hereby or orders the registration of such Shares tendered by book-entry
transfer that are purchased pursuant to the Offer to or upon the order of the
Company and irrevocably constitutes and appoints the Depositary the true and
lawful agent and attorney-in-fact of the undersigned with respect to such
Shares, with full power of substitution (such power of attorney being deemed
to be an irrevocable power coupled with an interest), to (a) deliver
certificates for such Shares, or transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facility, together, in any
such case, with all accompanying evidences of transfer and authenticity, to or
upon the order of the Company upon receipt by the Depositary, as the
undersigned's agent, of the Purchase Price (as defined below) with respect to
such Shares, (b) present certificates for such Shares for cancellation and
transfer on the books of the Company and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares, all in
accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and that, when and to the extent the same are accepted for
payment by the Company, the Company will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver
any additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
read and agrees to all of the terms of the Offer. All authority herein
conferred or agreed to be conferred shall not be affected by, and shall
survive the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated
in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 2 or 3 of the Offer to Purchase and in the
Instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (i) the undersigned has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of such Shares complies
with Rule 14e-4. The Company's acceptance for payment of Shares tendered
pursuant to the Offer will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of
the Offer. The undersigned understands that the Company will determine a
single per Share price (not less than $18.00 nor in excess of $20.00 per
Share) net to the seller in cash, without interest thereon ("Purchase Price"),
that it will pay for Shares validly tendered and not withdrawn pursuant to the
Offer taking into account the number of Shares so tendered and the prices
specified by tendering shareholders. The undersigned understands that the
Company will select the Purchase Price that will allow it to purchase
1,983,353 shares (or such lesser number of Shares as are validly tendered and
not withdrawn at prices not less than $18.00 nor in excess of $20.00 per
Share) pursuant to the Offer. The undersigned understands that all Shares
properly tendered and not withdrawn at prices at or below the Purchase Price
will be purchased at the Purchase Price, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions of the Offer,
including its proration provisions, and that the Company will return all other
Shares, including Shares tendered and not withdrawn at prices greater than the
Purchase Price and Shares not purchased because of proration. The undersigned
understands that tenders
4
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<PAGE>
of Shares pursuant to any one of the procedures described in Section 2 or 3 of
the Offer to Purchase and in the instructions hereto will constitute an
agreement between the undersigned and the Company upon the terms and subject
to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may
accept for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility). Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail the check for the
purchase price of any Shares purchased and/or any certificates for Shares not
tendered or not purchased (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature(s). In the
event that both "Special Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the check for the purchase price of
any Shares purchased and/or return any Shares not tendered or not purchased in
the name(s) of, and mail said check and/or any certificates to, the person(s)
so indicated. The undersigned recognizes that the Company has no obligation,
pursuant to the "Special Payment Instructions," to transfer any Shares from
the name of the registered holder(s) thereof if the Company does not accept
for payment any of the Shares so tendered.
5
<PAGE>
<PAGE>
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5)
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS
CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS
BELOW), THERE IS NO VALID TENDER OF SHARES.
[ ] $18.00 [ ] $18.50 [ ] $19.00 [ ] $19.50 [ ] $20.00
OR
If you do not wish to specify a Purchase Price, check the following box,
in which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer
(persons checking this box need not indicate the price per Share above).
[ ]
IMPORTANT
(Please Complete Substitute Form W-9 Included in this Letter of
Transmittal)
- ------------------------------------------------------------------------------
(SIGNATURE(S) OF OWNER(S))
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(PLEASE PRINT NAME(S))
Dated Capacity (full title)
----------------------- ---------------------------
Address
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.
---------------------------------------------------
Tax Identification or Social Security No.
-------------------------------------
(see Substitute Form W-9)
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted
herewith.
If signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 6.)
6
<PAGE>
<PAGE>
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Authorized Signature(s)
-------------------------------------------------------
Name of Firm
------------------------------------------------------------------
(PLEASE PRINT)
Name and Title
----------------------------------------------------------------
(PLEASE PRINT)
Address
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
------------------------------------------------
Dated
----------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 6, 7 AND 8) (SEE INSTRUCTIONS 6, 7 AND 8)
To be completed ONLY if the check To be completed ONLY if the check
for the purchase price of Shares for the purchase price of Shares
purchased and/or certificates for purchased and/or certificates for Shares
Shares not tendered or not purchased not tendered or not purchased are to be
are to be issued in the name of mailed to someone other than the under-
someone other than the undersigned. signed or to the undersigned at an
address other than that shown below
the undersigned's signature(s).
Issue [ ] check and/or [ ] certificate(s) to:
Name
------------------------------
(PLEASE PRINT)
Mail [ ] check and/or [ ] certificate(s)
to:
Address
--------------------------
Name
- ---------------------------------- ------------------------------------
(INCLUDE ZIP CODE) (PLEASE PRINT)
Address
---------------------------------
- ---------------------------------- ---------------------------------------
(TAXPAYER IDENTIFICATION OR (INCLUDE ZIP CODE)
SOCIAL SECURITY NO.)
IF SPECIAL PAYMENT INSTRUCTIONS ARE IF SPECIAL PAYMENT INSTRUCTIONS ARE
BEING GIVEN, PLEASE REMEMBER TO HAVE BEING GIVEN, PLEASE REMEMBER TO HAVE
YOUR SIGNATURE GUARANTEED. YOUR SIGNATURE GUARANTEED.
7
<PAGE>
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm that is
a member of a registered national securities exchange or the National
Association of Securities Dealers, Inc., or by a commercial bank, a trust
company, a savings bank, a savings and loan association or a credit union
which has membership in an approved Signature Guarantee Medallion Program (an
"Eligible Institution"). SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE
GUARANTEED (A) IF THIS LETTER OF TRANSMITTAL IS SIGNED BY THE REGISTERED
HOLDER(S) OF THE SHARES (which term, for purposes of this document, shall
include any participant in the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of Shares) tendered herewith AND
SUCH HOLDER(S) HAVE NOT COMPLETED THE BOX ENTITLED "SPECIAL PAYMENT
INSTRUCTIONS" OR THE BOX ENTITLED "SPECIAL DELIVERY INSTRUCTIONS" ON THIS
LETTER OF TRANSMITTAL or (B) if such Shares are tendered for the account of an
Eligible Institution. See Instruction 6.
2. Delivery of Letter of Transmittal and Shares. This Letter of
Transmittal or, in the case of a book-entry transfer, an Agent's Message (as
defined below), is to be used either if certificates are to be forwarded
herewith or if delivery of Shares is to be made by book-entry transfer
pursuant to the procedures set forth in Section 3 of the Offer to Purchase.
CERTIFICATES FOR ALL PHYSICALLY DELIVERED SHARES, OR A CONFIRMATION OF A
BOOK-ENTRY TRANSFER INTO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY OF ALL SHARES DELIVERED ELECTRONICALLY, AS WELL AS A PROPERLY
COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL (OR MANUALLY SIGNED COPY
THEREOF) AND ANY OTHER DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL, MUST
BE RECEIVED BY THE DEPOSITARY AT ITS ADDRESS AS SET FORTH ON THE FRONT PAGE OF
THIS LETTER OF TRANSMITTAL ON OR PRIOR TO THE EXPIRATION DATE (as defined in
the Offer to Purchase). The term "Agent's Message" means a message transmitted
by the Book-Entry Transfer Facility to, and received by, the Depositary and
forming a part of a book-entry confirmation, which states that the Book-Entry
Transfer Facility has received an express acknowledgment from the participant
in the Book-Entry Transfer Facility tendering the Shares, that such
participant has received and agrees to be bound by the terms of the Offer to
Purchase and the Letter of Transmittal and that the Company may enforce such
agreement against the participant.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING
SHAREHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE DEPOSITARY. IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. DO NOT MAIL
OR DELIVER TO KLAMATH FIRST BANCORP, INC.
No alternative or contingent tenders will be accepted. See Section 1 of
the Offer to Purchase. By executing this Letter of Transmittal (or facsimile
thereof), the tendering shareholder waives any right to receive any notice of
the acceptance for payment of the Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule attached hereto.
4. Partial Tenders (Not Applicable to Shareholders Who Tender By Book-
Entry Transfer). If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
that are to be tendered in the box entitled "Number of Shares Tendered." In
such case, a new certificate for the remainder of the Shares represented by
the old certificate will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the "Special Payment Instructions"
or "Special Delivery Instructions" boxes on this Letter of Transmittal, as
promptly as practicable following the expiration or termination of the Offer.
All Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
8
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<PAGE>
5. Indication of Price at Which Shares Are Being Tendered. FOR SHARES TO
BE VALIDLY TENDERED, THE SHAREHOLDER MUST CHECK THE BOX INDICATING (1) THE
PRICE PER SHARE AT WHICH HE OR SHE IS TENDERING SHARES OR (2) THAT SUCH PERSON
IS TENDERING SHARES AT THE PURCHASE PRICE DETERMINED BY THE COMPANY PURSUANT
TO THE TERMS OF THE OFFER UNDER THE HEADING "PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED" IN THIS LETTER OF TRANSMITTAL, except that
any shareholder who owned beneficially as of the close of business on November
24, 1998, and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares, may check the box above in the section
entitled "Odd Lots" indicating that such shareholder is tendering all Shares
at the Purchase Price determined by the Company. Only one box may be checked.
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO VALID
TENDER OF SHARES. A shareholder wishing to tender portions of his or her Share
holdings at different prices must complete a separate Letter of Transmittal
for each price at which he or she wishes to tender each such portion of his or
her Shares. The same Shares cannot be tendered (unless previously validly
withdrawn as provided in Section 4 of the Offer to Purchase) at more than one
price.
6. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
hereby, the signature(s) must correspond with the name(s) as written on the
face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares hereby is held of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
IF THIS LETTER OF TRANSMITTAL IS SIGNED BY THE REGISTERED HOLDER(S) OF
THE SHARES TENDERED HEREBY, NO ENDORSEMENTS OF CERTIFICATES OR SEPARATE STOCK
POWERS ARE REQUIRED UNLESS PAYMENT OF THE PURCHASE PRICE IS TO BE MADE TO, OR
SHARES NOT TENDERED OR NOT PURCHASED ARE TO BE REGISTERED IN THE NAME OF, ANY
PERSON OTHER THAN THE REGISTERED HOLDER(S). SEE INSTRUCTION 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates evidencing
the Shares tendered hereby must be endorsed or accompanied by appropriate
stock powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on the certificates for such Shares. Signature(s) on any
such certificates or stock powers must be guaranteed by an Eligible
Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Company of the authority of such person so to act must be
submitted.
7. Stock Transfer Taxes. The Company will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the purchase price
is to be made to, or Shares not tendered or not purchased are to be registered
in the name of, any person other than the registered holder(s), or if tendered
Shares are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s), such other person or otherwise)
payable on account of the transfer to such person will be deducted from the
purchase price unless satisfactory evidence of the payment of such taxes, or
exemption therefrom, is submitted. See Section 5 of the Offer to Purchase.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY TO AFFIX
TRANSFER TAX STAMPS TO THE CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
9
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<PAGE>
8. Special Payment and Delivery Instructions. If the check for the
Purchase Price of any Shares purchased is to be issued in the name of, and/or
any Shares not tendered or not purchased are to be returned to, a person other
than the person(s) signing this Letter of Transmittal or if the check and/or
any certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of
Shares Tendered," then the boxes captioned "Special Payment Instructions" and/
or "Special Delivery Instructions" on this Letter of Transmittal should be
completed. Shareholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained
by such shareholder at the Book-Entry Transfer Facility from which such
transfer was made.
9. Odd Lots. As described in the Offer to Purchase, if fewer than all
Shares validly tendered at or below the Purchase Price and not withdrawn on or
prior to the Expiration Date are to be purchased, the Shares purchased first
will consist of all Shares tendered by any shareholder who owned beneficially
as of the close of business on November 24, 1998, and continues to own
beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares
and who validly tendered all such Shares at or below the Purchase Price
(including by not designating a Purchase Price as described above). Partial
tenders of Shares will not qualify for this preference. This preference will
not be available unless the box captioned "Odd Lots" in this Letter of
Transmittal is completed.
10. Substitute Form W-9 and Form W-8. THE TENDERING SHAREHOLDER IS
REQUIRED TO PROVIDE THE DEPOSITARY WITH EITHER A CORRECT TAXPAYER
IDENTIFICATION NUMBER ("TIN") ON SUBSTITUTE FORM W-9, WHICH IS PROVIDED UNDER
"IMPORTANT TAX INFORMATION" BELOW, OR A PROPERLY COMPLETED FORM W-8. FAILURE
TO PROVIDE THE INFORMATION ON EITHER SUBSTITUTE FORM W-9 OR FORM W-8 MAY
SUBJECT THE TENDERING SHAREHOLDER TO 31% FEDERAL INCOME TAX BACKUP WITHHOLDING
ON THE PAYMENT OF THE PURCHASE PRICE. The box in Part 3 of Substitute Form W-9
may be checked if the tendering shareholder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future. If
the box in Part 3 is checked and the Depositary is not provided with a TIN by
the time of payment, the Depositary will withhold 31% on all payments of the
purchase price thereafter until a TIN is provided to the Depositary.
11. Requests for Assistance or Additional Copies. Any questions or
requests for assistance may be directed to the Dealer Manager/Information
Agent at its telephone number and address listed below. Requests for
additional copies of the Offer to Purchase, this Letter of Transmittal or
other tender offer materials may be directed to the Dealer Manager/Information
Agent and such copies will be furnished promptly at the Company's expense.
Shareholders may also contact their local broker, dealer, commercial bank or
trust company for assistance concerning the Offer.
12. Irregularities. All questions as to the Purchase Price, the form of
documents, and the validity, eligibility (including time of receipt) and
acceptance of any tender of Shares will be determined by the Company, in its
sole discretion, and its determination shall be final and binding. The Company
reserves the absolute right to reject any or all tenders of Shares that it
determines are not in proper form or the acceptance for payment of or payment
for Shares that may, in the opinion of the Company's counsel, be unlawful.
Except as otherwise provided in the Offer to Purchase, the Company also
reserves the absolute right to waive any of the conditions to the Offer or any
defect or irregularity in any tender of Shares and the Company's
interpretation of the terms and conditions of the Offer (including these
instructions) shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as
the Company shall determine. None of the Company, the Dealer Manager/
Information Agent, the Depositary or any other person shall be under any duty
to give notice of any defect or irregularity in tenders, nor shall any of them
incur any liability for failure to give any such notice. Tenders will not be
deemed to have been made until all defects and irregularities have been cured
or waived.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED COPY THEREOF)
TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER (AND ALL
OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE.
10
<PAGE>
<PAGE>
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with
such shareholder's correct TIN on Substitute Form W-9 below. If such
shareholder is an individual, the TIN is his or her social security number.
For businesses and other entities, the number is the employer identification
number. If the Depositary is not provided with the correct TIN or properly
completed Form W-8, the shareholder may be subject to a $50 penalty imposed by
the Internal Revenue Service. In addition, payments that are made to such
shareholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding.
Certain shareholders (including, among others, all corporations and
certain foreign individuals and entities) are not subject to these backup
withholding and reporting requirements. In order for a noncorporate foreign
shareholder to qualify as an exempt recipient, that shareholder must complete
and sign a Form W-8, Certificate of Foreign Status, attesting to that
shareholder's exempt status. The Form W-8 can be obtained from the Depositary.
Exempt shareholders, other than noncorporate foreign shareholders, should
furnish their TIN in Part 1 and check the box in Part 4 of the Substitute Form
W-9 below and sign, date and return the Substitute Form W-9 to the Depositary.
See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional instructions.
If federal income tax backup withholding applies, the Depositary is
required to withhold 31% of any payments made to the shareholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of the
tax withheld. If withholding results in an overpayment of taxes, a refund may
be obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a shareholder
with respect to Shares purchased pursuant to the Offer, the shareholder is
required to notify the Depositary of his or her correct TIN by completing the
Substitute Form W-9 included in this Letter of Transmittal certifying that the
TIN provided on Substitute Form W-9 is correct and that (1) the shareholder
has not been notified by the Internal Revenue Service that he or she is
subject to federal income tax backup withholding as a result of failure to
report all interest or dividends or (2) the Internal Revenue Service has
notified the shareholder that he or she is no longer subject to federal income
tax backup withholding. Foreign shareholders must submit a properly completed
Form W-8 in order to avoid the applicable backup withholding; provided,
however, that backup withholding will not apply to foreign shareholders
subject to 30% (or lower treaty rate) withholding on gross payments received
pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of the registered owner of the
Shares. If the Shares are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.
(See Instruction 10)
11
PAGE
<PAGE>
Please fill in your name and address below.
- ------------------------------------------------------------------------------
Name
- ------------------------------------------------------------------------------
Address (number and street)
- ------------------------------------------------------------------------------
City, State and Zip Code
PAYER'S NAME: REGISTRAR AND TRANSFER COMPANY
- ------------------------------------------------------------------------------
PART I--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND DATING
BELOW.
----------------------------------
SUBSTITUTE Social Security Number
FORM W-9
OR
----------------------------------
Employer Identification Number
- ------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE
PART II--Certification--Under Penalties of Perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identifica-
tion Number (or I am waiting for a number to be issued to me), (2) I
am not subject to backup withholding because (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to backup withholding as a
result of failure to report all interest or dividends or (c) the IRS
has notified me that I am no longer subject to backup withholding, and
(3) all other information provided on this form is true, correct and
complete.
- ------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)
PART III--Awaiting TIN [ ]
- ------------------------------------------------------------------------------
FOR PAYEE EXEMPT FROM BACKUP WITHHOLDING
PART IV--Exempt [ ]
Certificate Instructions--You must cross out Item (2) in Part II above
if you have been notified by the IRS that you are currently subject to
backup withholding because of under reporting interest or dividends on
your tax return. However, if after being notified by the IRS that you
were subject to backup withholding, you received another notification
from the IRS stating that you are no longer subject to backup
withholding, do not cross out Item (2). If you are exempt from backup
withholding, check the box in Part IV above.
- ------------------------------------------------------------------------------
SIGNATURE: DATE: , 199
------------------------------------- ----------------- --
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3
OF THE SUBSTITUTE FORM W-9
12
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<PAGE>
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number to you by
the time of payment, you are required to withhold 31% of all reportable
payments thereafter made to me until I provide a number.
SIGNATURE: DATE: , 199
------------------------------------- ----------------- --
13
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<PAGE>
The Dealer Manager/Information Agent:
KEEFE, BRUYETTE & WOODS, INC.
211 Bradenton Avenue
Dublin, Ohio 43017-3514
Toll free: (877) 298-6520
14
<PAGE>
<PAGE>
Exhibit (a)(3)
NOT VALID UNLESS SIGNED BY AN ELIGIBLE INSTITUTION.
KLAMATH FIRST BANCORP, INC.
NOTICE OF GUARANTEED DELIVERY
OF SHARES OF COMMON STOCK
OFFER TO PURCHASE FOR CASH UP TO 1,983,353 SHARES
OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT LESS THAN
$18.00 NOR IN EXCESS OF $20.00 PER SHARE
This form or a facsimile copy of it must be used to accept the Offer (as
defined below) if:
(a) certificates for common stock, par value $0.01 per share (the "Shares"),
of Klamath First Bancorp, Inc., an Oregon corporation, are not
immediately available; or
(b) the procedure for book-entry transfer cannot be completed on a timely
basis; or
(c) time will not permit the Letter of Transmittal or other required
documents to reach the Depositary before the Expiration Date (as defined
in Section 1 of the Offer to Purchase, as defined below).
This form or a facsimile of it, signed and properly completed, may be
delivered by hand, mail, telegram or facsimile transmission to the Depositary
by the Expiration Date. See "Section 3--Procedure for Tendering Shares" in the
Offer to Purchase.
DEPOSITARY:
To: REGISTRAR AND TRANSFER COMPANY
By Mail: Overnight Delivery: By Hand:
10 Commerce Drive 10 Commerce Drive c/o The Depository Trust Co.
Cranford, NJ 07016 Cranford, NJ 07016-3572 Transfer Agent Drop
Attn: Reorganization Attn: Reorganization 55 Water Street, 1st Floor
Department Department New York, NY 10041-0099
Investor Relations Telephone Number: (800) 368-5948
Facsimile Number: (908) 497-2311
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THOSE SHOWN ABOVE OR
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THOSE LISTED
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
1
<PAGE>
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Klamath First Bancorp, Inc., at the
price per Share indicated below, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated December
4, 1998 (the "Offer to Purchase"), and the related Letter of Transmittal
(which together with the Offer to Purchase constitute the "Offer"), receipt of
which is hereby acknowledged, Shares of common stock, par
----------------
value $0.01 per share (the "Shares"), pursuant to the guaranteed delivery
procedure set forth under "Section 3--Procedure for Tendering Shares" in the
Offer to Purchase.
Please call the Dealer Manager/Information Agent for assistance in
completing this form toll free at (877) 298-6520.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED.
By checking one of the price boxes below, the undersigned hereby tenders
Shares at the price checked. If you do not wish to specify a Purchase Price,
check the following box, in which case you will be deemed to have tendered at
the Purchase Price determined by the Company in accordance with the terms of
the Offer (persons checking this box need not indicate the price per Share
below). [ ]
Price (in dollars) per Share at which Shares are being tendered:
[ ] $18.00 [ ] $19.00 [ ] $18.50 [ ] $19.50 [ ] $20.00
If you own fewer than 100 shares:
Complete ONLY if Shares are being tendered by or on behalf of a person
owning beneficially, as of the close of business on November 24, 1998 and who
continue to own beneficially as of the Expiration Date, an aggregate of fewer
than 100 Shares.
The undersigned either (check one):
[ ] was the beneficial owner(s), as of the close of business on November
24, 1998 of an aggregate of fewer than 100 Shares, all of which are
being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
which
(a) is tendering, for the beneficial owner(s) thereof, Shares with
respect to which it is the record owner, and
(b) believes, based upon representations made to it by such
beneficial owners, that each such person was the beneficial
owner(s), as of the close of business on November 24, 1998, of an
aggregate of fewer than 100 Shares and is tendering all of such
Shares.
- ------------------------------------------------------------------------------
Certificate Nos. (if available):
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
If Shares will be tendered by book-entry transfer, check box below:
[ ] The Depositary Trust Company
Account Number:
---------------------------------------------------------------
Name(s):
----------------------------------------------------------------------
PLEASE TYPE OR PRINT
Address(es):
------------------------------------------------------------------
- ------------------------------------------------------------------------------
Area Code and Telephone Number:
-----------------------------------------------
Sign Here: Dated:
------------------------------------------ ------------------
2
<PAGE>
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., or
a commercial bank, trust company, savings association or credit union having
an office or correspondent in the United States (each, an "Eligible
Institution"), hereby (i) represents that the undersigned has a net long
position in Shares in or equivalent securities within the meaning of Rule
14e-4 promulgated under the Securities Exchange Act of 1934, as amended, at
least equal to the shares tendered, (ii) represents that such tender of
Shares complies with Rule 14e-4 and (iii) guarantees that either the
certificates representing the Shares tendered hereby in proper form for
transfer, or timely confirmation of the book-entry transfer of such Shares
into the Depositary's account at The Depository Trust Company (pursuant to
the procedures set forth under "Section 3--Procedure for Tendering Shares" in
the Offer to Purchase), together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) with any required signature
guarantee and any other documents required by the Letter of Transmittal, will
be received by the Depositary at one of its addresses set forth above within
three Nasdaq trading days after the date of execution hereof.
Name of Firm:
--------------------------------
- ---------------------------------------------
Authorized Signature
Address: Name:
------------------------------------- -------------------------
- --------------------------------------------- Title:
------------------------
Zip Code:
------------------------------------
Area Code and Telephone Number:
--------------
Dated:
---------------------------------------
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL.
3
<PAGE>
<PAGE>
Exhibit (a)(4)
KEEFE, BRUYETTE & WOODS, INC.
211 BRADENTON AVENUE
DUBLIN, OHIO 43017-3514
Toll free: (877) 298-6520
KLAMATH FIRST BANCORP, INC.
OFFER TO PURCHASE FOR CASH UP TO
1,983,353 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT LESS THAN $18.00
NOR IN EXCESS OF $20.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., EASTERN TIME, ON JANUARY 8, 1999,
UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Klamath First Bancorp, Inc., an Oregon corporation ("Company"), has
appointed us to act as Dealer Manager/Information Agent in connection with its
offer to purchase for cash up to 1,983,353 shares of its Common Stock, $0.01
par value per share ("Shares"), at prices not less than $18.00 nor in excess
of $20.00 per Share, specified by shareholders tendering their Shares, upon
the terms and subject to the conditions set forth in the Company's Offer to
Purchase, dated December 4, 1998, and in the related Letter of Transmittal
(which together constitute the "Offer").
The Company will determine the single per Share price, not less than
$18.00 nor in excess of $20.00 per Share, net to the seller in cash ("Purchase
Price"), that it will pay for Shares validly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified
by tendering shareholders. The Company will select the Purchase Price that
will allow it to buy 1,983,353 shares (or such lesser number of Shares as are
properly tendered at prices not less than $18.00 nor in excess of $20.00 per
Share). All Shares validly tendered at prices at or below the Purchase Price
and not withdrawn on or prior to the Expiration Date (as defined in Section 1
of the Offer to Purchase) will be purchased at the Purchase Price, subject to
the terms and conditions of the Offer, including the proration provisions. See
Section 1 of the Offer to Purchase.
Upon the terms and subject to the conditions of the Offer, if, at the
expiration of the Offer, more than 1,983,353 shares are validly tendered at or
below the Purchase Price and not withdrawn, the Company will buy Shares (i)
from shareholders who owned beneficially as of the close of business on
November 24, 1998, and continue to own beneficially as of the Expiration Date,
an aggregate of fewer than 100 Shares who properly tender all their Shares at
or below the Purchase Price, and (ii) then, on a pro rata basis, from all
other shareholders who properly tender their Shares at prices at or below the
Purchase Price (and do not withdraw them prior to the expiration of the
Offer). See Sections 1 and 2 of the Offer to Purchase. All Shares not
purchased pursuant to the Offer, including Shares tendered at prices greater
than the Purchase Price and Shares not purchased because of proration will be
returned to the tendering shareholders at the Company's expense as promptly as
practicable following the Expiration Date.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED PURSUANT TO THE OFFER. SEE SECTION 6 OF THE OFFER TO PURCHASE.
No fees or commissions will be payable to brokers, dealers or any person
for soliciting tenders of Shares pursuant to the Offer other than fees paid to
the Dealer Manager/Information Agent as described in the Offer to Purchase.
The Company will, upon request, reimburse brokers and banks for reasonable
and customary handling and mailing expenses incurred by them in forwarding
materials relating to the Offer to their customers. The Company will pay all
stock transfer taxes applicable to its purchase of Shares pursuant to the
Offer, subject to Instruction 7 of the Letter of Transmittal.
No broker, dealer, bank, trust company or fiduciary shall be deemed to be
an agent of the Company, including Keefe, Bruyette & Woods, Inc. as "Dealer
Manager/Information Agent," and Registrar and Transfer Company as
"Depositary," for purposes of the Offer.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase, dated December 4, 1998;
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<PAGE>
2. Letter to Clients which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of
your nominee, with space provided for obtaining such clients'
instructions with regard to the Offer;
3. The Notice of Guaranteed Delivery to be used to accept the Offer if
shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date.
4. Letter, dated December 4, 1998, from Gerald V. Brown, President and
Chief Executive Officer of the Company, to shareholders of the
Company;
5. Letter of Transmittal for your use and for the information of your
clients (together with substitute Form W-9); and
6. A return envelope addressed to Registrar and Transfer Company, as
Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME,
ON JANUARY 8, 1999, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be
sent to the Depositary with either certificate(s) representing the tendered
Shares or confirmation of their book-entry transfer, all in accordance with
the instructions set forth in the Letter of Transmittal and the Offer to
Purchase.
Any inquiries you may have with respect to the Offer should be addressed
to the Depositary or the Dealer Manager/Information Agent at their respective
addresses and telephone numbers set forth on the back cover page of the Offer
to Purchase.
Additional copies of the enclosed material may be obtained from the
Dealer Manager/Information Agent by calling, toll free: (877) 298-6520.
Very truly yours,
KEEFE, BRUYETTE & WOODS, INC.
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES,
THE DEALER MANAGER/INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED THEREIN.
2
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Exhibit (a)(5)
KLAMATH FIRST BANCORP, INC.
OFFER TO PURCHASE FOR CASH UP TO
1,983,353 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT LESS THAN $18.00
NOR IN EXCESS OF $20.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., EASTERN TIME, ON JANUARY 8, 1999,
UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated December
4, 1998, and the related Letter of Transmittal (which together constitute the
"Offer") in connection with the Offer by Klamath First Bancorp, Inc., an
Oregon corporation ("Company"), to purchase up to 1,983,353 Shares of its
Common Stock, $0.01 par value per share ("Shares"), at prices not less than
$18.00 nor in excess of $20.00 per Share, as specified by tendering
shareholders, upon the terms and subject to the conditions set forth in the
Offer.
The Company will determine the single per Share price, not less than
$18.00 nor in excess of $20.00 per Share, net to the seller in cash ("Purchase
Price"), that it will pay for Shares validly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified
by tendering shareholders. The Company will select the Purchase Price that
will allow it to buy 1,983,353 Shares (or such lesser number of Shares as are
validly tendered at prices not less than $18.00 nor in excess of $20.00 per
Share). All Shares properly tendered at prices at or below the Purchase Price
and not withdrawn on or prior to the Expiration Date (as defined in Section 1
of the Offer to Purchase) will be purchased at the Purchase Price, subject to
the terms and conditions of the Offer, including the proration provisions. See
Section 1 of the Offer to Purchase.
Upon the terms and subject to the conditions of the Offer, if, at the
expiration of the Offer, more than 1,983,353 Shares are validly tendered at or
below the Purchase Price and not withdrawn, the Company will buy Shares (i)
from shareholders who owned beneficially as of the close of business on
November 24, 1998, and continue to own beneficially as of the Expiration Date
an aggregate of fewer than 100 Shares who properly tender all their Shares at
prices at or below the Purchase Price, and (ii) then, on a pro rata basis,
from all other shareholders who properly tender at or below the Purchase Price
(and do not withdraw them prior to the expiration of the Offer). See Sections
1 and 2 of the Offer to Purchase. All Shares not purchased pursuant to the
Offer, including Shares tendered at prices greater than the Purchase Price and
Shares not purchased because of proration will be returned to the tendering
shareholders at the Company's expense as promptly as practicable following the
Expiration Date.
We are the owner of record of Shares held for your account. As such, we
are the only ones who can tender your Shares, and then only pursuant to your
instructions. We are sending you the Letter of Transmittal for your
information only; you cannot use it to tender Shares we hold for your account.
Please instruct us as to whether you wish us to tender any or all of the
Shares we hold for your account on the terms and subject to the conditions of
the Offer.
We call your attention to the following:
1. You may tender all or a portion of your Shares at prices not less
than $18.00 nor in excess of $20.00 per Share as indicated in the
attached Instruction Form, net to you in cash. If you do not wish
to specify a Purchase Price you may indicate that you have tendered
your Shares at the Purchase Price (not less than $18.00 nor in
excess of $20.00 per Share) as determined by the Company in
accordance with the terms of the Offer.
2. The Offer is not conditioned on any minimum number of Shares being
tendered pursuant to the Offer.
3. The Offer, proration period and withdrawal rights will expire at
5:00 p.m., Eastern Time, on January 8, 1999, unless the Company
extends the Offer.
4. The Offer is for 1,983,353 shares, constituting approximately 20% of
the Shares outstanding as of September 30, 1998.
5. Tendering shareholders will not be obligated to pay any stock
transfer taxes on the Company's purchase of Shares pursuant to the
Offer, subject to Instruction 7 of the Letter of Transmittal.
1
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6. If you beneficially held, as of the close of business on November
24, 1998, an aggregate of fewer than 100 Shares and you continue to
beneficially own as of the Expiration Date an aggregate of fewer
than 100 Shares, and you instruct us to tender on your behalf all
such Shares at or below the Purchase Price before the Expiration
Date (as defined in the Offer to Purchase) and complete the box
captioned "Odd Lots" in the attached Instruction Form, the Company,
upon the terms and subject to the conditions of the Offer, will
accept all such Shares for purchase before proration, if any, of the
purchase of other Shares validly tendered at or below the Purchase
Price.
7. If you wish to tender portions of your Shares at different prices,
you must complete a separate Instruction Form for each price at
which you wish to tender each such portion of your Shares. We must
submit separate Letters of Transmittal on your behalf for each price
you will accept.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing, detaching and returning to us the
attached Instruction Form. An envelope to return your Instruction Form to us
is enclosed. If you authorize us to tender your Shares, we will tender all
such Shares unless you specify otherwise on the attached Instruction Form.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT
US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF THE
OFFER. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON JANUARY 8, 1999, UNLESS THE COMPANY EXTENDS THE OFFER.
As described in Section 1 of the Offer to Purchase, if more than
1,983,353 Shares have been validly tendered at prices at or below the Purchase
Price and not withdrawn on or prior to the Expiration Date (as defined in the
Offer to Purchase), the Company will purchase properly tendered Shares on the
basis set forth below:
(a) first, all Shares validly tendered and not withdrawn on or prior to
the Expiration Date by or on behalf of any shareholder who owned
beneficially, as of the close of business on November 24, 1998 and
continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares who:
(1) validly tender all of such Shares at a price at or below the
Purchase Price (partial tenders will not qualify for this
preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal; and
(b) second, after purchase of all of the foregoing Shares, then all
other Shares validly tendered at or below the Purchase Price and not
withdrawn on or prior to the Expiration Date on a pro rata basis (with
appropriate adjustments to avoid purchases of fractional Shares) as
described in Section 1 of the Offer to Purchase.
The Offer is being made to all holders of Shares. The Company is not
aware of any jurisdiction where the making of the Offer is not in compliance
with applicable law. If the Company becomes aware of any jurisdiction where
the making of the Offer is not in compliance with any valid applicable law,
the Company will make a good faith effort to comply with such law. If, after
such good faith effort, the Company cannot comply with such law, the Offer
will not be made to, nor will tenders be accepted from or on behalf of,
holders of Shares residing in such jurisdiction. In any jurisdiction the
securities or blue sky laws of which require the Offer to be made by a
licensed broker or dealer, the Offer is being made on the Company's behalf by
the Dealer Manager/Information Agent or one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
2
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INSTRUCTION FORM
FOR SHARES HELD BY BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES.
INSTRUCTIONS FOR TENDER OF SHARES
OF KLAMATH FIRST BANCORP, INC.
Please tender to Klamath First Bancorp, Inc. ("Company"), on (our) (my)
behalf, the number of Shares indicated below, which are beneficially owned by
(us) (me) and registered in your name, upon terms and subject to the
conditions contained in the Offer to Purchase of the Company dated December 4,
1998, and the related Letter of Transmittal, the receipt of both of which is
acknowledged.
The undersigned hereby instruct(s) you to tender to the Company the
number of Shares indicated below, at the price per Share indicated below,
pursuant to the terms and subject to the conditions of the Offer.
Aggregate number of Shares to be tendered by you for us: Shares
-----------
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5 ON THE LETTER OF TRANSMITTAL)
By checking one of the price boxes below, the undersigned understands
that none of my Shares will be purchased if the Purchase Price is less than
the price checked. If you do not wish to specify a purchase price, check the
following box, in which case you will be deemed to have tendered at the
Purchase Price determined by the Company in accordance with the terms of the
Offer (persons checking this box need not indicate the price per Share below.
[ ]
Price (in dollars) per Share at which Shares are being tendered (See
Instruction 5 on the Letter of Transmittal):
[ ] $18.00 [ ] $18.50 [ ] $19.00 [ ] $19.50 [ ] $20.00
<R/>
ODD LOTS
(SEE INSTRUCTION 9 ON THE LETTER OF TRANSMITTAL)
[ ] Check here ONLY if I was the beneficial owner as of the close of business
on November 24, 1998, and continue to be the beneficial owner as of the
Expiration Date, of an aggregate of fewer than 100 Shares, all of which
are being tendered.
[ ] The Odd Lot Shares are being tendered at the price per Share indicated
above in the box entitled "Price (In Dollars) Per Share At Which Shares
Are Being Tendered."
OR
[ ] By checking this box INSTEAD OF ONE OF THE PRICE BOXES ABOVE, I hereby
tender Shares and I am willing to accept the Purchase Price determined by
the Company in accordance with the terms of the Offer. This action will
result in my receiving a price per Share of as low as $18.00 or as high
as $20.00.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
3
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THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS, HOWEVER, MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.
EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY TO TENDER AND AT WHAT PRICE. EMPLOYEES, OFFICERS
AND DIRECTORS OF THE COMPANY MAY PARTICIPATE IN THE OFFER ON THE SAME BASIS AS
THE COMPANY'S OTHER SHAREHOLDERS.
Signature(s): Address:
------------------------------- ------------------------
- -------------------------------------------- ------------------------
(Including Zip Code)
Name(s):
----------------------------------------------------------------------
(Please Print)
----------------------------------------------------------------------
(Please Print)
Area Code and Telephone Number:
-----------------------------------------------
Date:
-------------------------------------
-------------------------------------
(Employer Identification or Social
Security Number)
IMPORTANT: SHAREHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED FORM W-9
WITH THEIR INSTRUCTION FORM.
4
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Exhibit (a)(6)
KLAMATH FIRST BANCORP, INC.
December 4, 1998
Dear Shareholders:
Over time, the profitable operations of Klamath First Bancorp, Inc.
("Company") have contributed to the growth of a capital base that, when
coupled with the substantial proceeds from our conversion to a stock company
in October 1995, exceeds all applicable regulatory standards. This
exceptionally strong capital base exceeds the amount of capital needed to
support the Company's banking business. After evaluating a variety of
alternatives to utilize this strong capital base more effectively and to
maximize value to our shareholders, we have determined that a repurchase of
our own shares is currently the best alternative to accomplish those
objectives. The Board of Directors has approved a repurchase of 1,983,353
shares of the Company's common stock, or approximately 20 percent of our
9,916,766 outstanding shares. A copy of the Offer to Purchase is enclosed.
The Company is conducting the offer through a procedure referred to as a
"Modified Dutch Auction." This procedure allows you to select the price at
which you are willing to sell, or tender, all or part of your shares within a
price range of not less than $18.00 per share nor in excess of $20.00 per
share. Upon expiration of the offer, we will select the purchase price from
those shares tendered that will allow us to buy 1,983,353 shares. All shares
purchased in the offer will receive the same purchase price, even those shares
that are tendered below the purchase price. In addition, if you own less than
100 shares and tender all of your shares at or below the purchase price, you
will receive priority and have all of your shares purchased even if more than
1,983,353 shares are tendered.
We encourage each shareholder to read carefully the Offer to Purchase and
related materials. Neither Klamath First Bancorp, Inc. nor our Board of
Directors makes any recommendation whether to tender shares to the Company.
You should make your decision independently after consulting with your
advisors.
To assist us with this offer, we have engaged Keefe, Bruyette & Woods,
Inc. to serve as Dealer Manager/Information Agent. Representatives from this
firm may contact you by phone to make sure you have received the Offer to
Purchase and related materials and to answer any questions you may have. If
you need information or additional forms, please call toll free the Dealer
Manager/Information Agent at (877) 298-6520 between 8:30 a.m. and 5:30 p.m.,
Eastern Time.
Unless otherwise extended, the offer will expire at 5:00 p.m., Eastern
Time, on January 8, 1999. We again encourage you to read carefully the
enclosed material.
As always, we appreciate your interest in Klamath First Bancorp, Inc.
Sincerely,
Gerald V. Brown
President and Chief Executive Officer
1
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Exhibit (a)(7)
MEMORANDUM
TO: ALL STAFF
FROM: Gerald V. Brown
President and Chief Executive Officer
DATE: December 4, 1998
RE: TENDER OFFER FOR THE COMMON STOCK OF KLAMATH FIRST BANCORP, INC.
The Board of Directors of Klamath First Bancorp, Inc. has approved the
purchase of 1,983,353 shares of our common stock by means of what is termed a
"Modified Dutch Auction Tender." We have made every effort to communicate this
action to you as quickly as possible. Below you will find the answers to some
questions that are likely to arise from our public announcement, which was
made this morning. We will provide further information if additional questions
come up.
QUESTION: Why is Klamath First Bancorp, Inc. offering to repurchase its
stock?
ANSWER: Over time, Klamath First Bancorp's profitable operations have
contributed to the growth of a capital base that, when coupled with
the substantial proceeds from our conversion to a stock company in
October 1995, exceeds all regulatory standards. This exceptionally
strong capital base exceeds the amount of capital to support our
banking business. After evaluating a variety of alternatives to
utilize this strong capital base more effectively and to attempt to
maximize shareholder value, management and its Board of Directors
determined that a purchase of our shares is currently the best
alternative to accomplish these objectives.
QUESTION: What is a "Modified Dutch Auction"?
ANSWER: A Modified Dutch Auction is a process whereby a company makes a
direct tender offer to its own shareholders to purchase a specified
number of shares of its stock within a specified price range per
share, and pays the highest price at which it accepts shares to all
shareholders whose shares are accepted. In this case, the Company
is making a direct offer to all of its shareholders to purchase in
the aggregate 1,983,353 shares of common stock at a price not less
than $18.00 nor in excess of $20.00 per share. This process allows
each shareholder to elect whether to sell stock, and the price the
shareholder is willing to sell at within the given price range.
After receiving tenders of shares, at the termination of the Offer,
the Company will choose the price within the specified range that
will permit it to purchase the amount of securities sought, and
this price will become the Purchase Price.
QUESTION: How should I respond to questions?
ANSWER: Klamath First Bancorp, Inc. has hired a special Dealer Manager/
Information Agent to handle all questions. The Dealer Manager/
Information Agent is Keefe, Bruyette & Woods, Inc., and their toll
free telephone number is (877) 298-6520. Because Klamath First
Bancorp, Inc. is the purchaser of the shares, and because
securities laws are involved, it is very important that all
questions be referred to the Dealer Manager/Information Agent. No
staff member of Klamath First Bancorp, Inc. is allowed to answer
any questions or give any advice regarding the tender offer. We are
aware that many shareholders are customers of Klamath First Federal
Savings and Loan Association and have ties or relationships with
staff members. You should handle these situations as diplomatically
as possible, but in any event, all questions must be referred
either to the Dealer Manager/Information Agent or the holder's
broker or investment advisor.
1
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QUESTION: What do I say if a shareholder asks, "Should I sell (tender) my
stock?"
ANSWER: Members of the Klamath First Bancorp, Inc. staff must not give any
investment advice to shareholders. The shareholder must make his or
her own investment decision. You should not express an opinion as
to whether you think the tender offer is a "good deal" or a "bad
deal." While the shareholder may call the Dealer Manager/
Information Agent, they will not receive investment advice from
such organization. They should be directed to contact their broker
or investment advisor.
QUESTION: What do I do if someone brings a Letter of Transmittal to me or my
office or sends it to our office by mail?
ANSWER: Because tenders must be received by Registrar and Transfer Company,
within a limited amount of time, we cannot take the responsibility
for having any shareholder's tender delivered by mail or by hand.
Shareholders must send tenders directly to Registrar and Transfer
Company at the address provided in the tender offer documents. That
address is:
REGISTRAR AND TRANSFER COMPANY
By Mail: Overnight Delivery: By Hand:
10 Commerce Drive 10 Commerce Drive c/o The Depository
Cranford, NJ 07016 Cranford, NJ 07016-3572 Trust Co.
Attn: Reorganization Attn: Reorganization Transfer Agent Drop
Department Department 55 Water Street,
1st Floor
New York, NY 10041-
0099
QUESTION: May employees of Klamath First Bancorp, Inc. tender shares in the
offer?
ANSWER: Yes. Employees who own shares of Klamath First Bancorp, Inc. common
stock are eligible to tender their shares. You will receive a
complete copy of the same documents that are being provided to
other shareholders.
QUESTION: May employees tender shares they own in the ESOP?
ANSWER: No. The ESOP Trustees have advised us that they do not intend to
tender any ESOP shares pursuant to the Offer.
2
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Exhibit (a)(8)
KLAMATH FIRST BANCORP, INC.
QUESTIONS AND ANSWERS
ABOUT THE OFFER OF
KLAMATH FIRST BANCORP, INC.
TO PURCHASE FOR CASH UP TO 1,983,353 SHARES
OF COMMON STOCK AT A PURCHASE PRICE OF
$18.00 TO $20.00 PER SHARE
December 4, 1998
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
QUESTIONS AND ANSWERS ABOUT THE OFFER OF
KLAMATH FIRST BANCORP, INC.
TO PURCHASE ITS STOCK
The following information is designed to answer frequently asked
questions about the offer by Klamath First Bancorp, Inc. ("Company") to
purchase shares of its common stock ("Shares"). Shareholders are referred to
the Offer to Purchase and Letter of Transmittal for a detailed description of
the terms and conditions of the offer.
Q. WHY IS THE COMPANY MAKING THIS OFFER?
A. The Company believes it has a strong and more than adequate capital base
which will allow them to continue to grow their business and using the
additional capital to buy back stock will allow them to increase
shareholder value. The repurchasing of stock is designed to increase the
Company's return on equity by reducing the amount of equity outstanding.
Q. WHAT IS THIS OFFER TO PURCHASE?
A. The Company is inviting its shareholders to tender shares of its common
stock at prices not less than $18.00 nor in excess of $20.00 per Share in
cash, as specified by shareholders tendering their Shares. The Company
will determine the single per Share price, not less than $18.00 nor in
excess of $20.00 per Share, net to the seller in cash ("Purchase Price"),
that it will pay for Shares validly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices
specified by tendering shareholders. The Company will select the Purchase
Price that will allow it to buy 1,983,353 Shares (or such lesser number
of Shares as are properly tendered at prices not less than $18.00 nor in
excess of $20.00 per Share). This type of issuer tender offer is commonly
referred to as a "Modified Dutch Auction."
Q. WHAT IS A "MODIFIED DUTCH AUCTION?"
A. In a Modified Dutch Auction a company makes a direct tender offer to its
own shareholders to purchase a specified number of shares of its stock
within a specified price range per share, and pays the highest price at
which it accepts shares to all shareholders whose shares are accepted. In
this case, the Company is making a direct offer to all of its
shareholders to purchase in the aggregate 1,983,353 Shares of its common
stock at a price not less than $18.00 nor in excess of $20.00 per Share.
This process allows each shareholder to elect whether to sell stock, and
the price the shareholder is willing to sell at within the given price
range. After receiving tenders of Shares, at the termination of the
Offer, the Company will choose the price within the specified range that
will permit it to purchase the amount of securities sought and this price
will become the Purchase Price.
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Q. WHAT WILL BE THE FINAL PURCHASE PRICE?
A. All Shares acquired in the Offer will be acquired at the Purchase Price.
The Company will select the Purchase Price that will allow it to buy up
to 1,983,353 Shares. All shareholders tendering at or below the Purchase
Price will receive the same amount.
Q. WHAT WILL HAPPEN IF MORE THAN 1,983,353 SHARES ARE TENDERED AT OR BELOW
THE PURCHASE PRICE?
A. In the event more than 1,983,353 Shares are tendered at or below the
Purchase Price, Shares tendered at or below the Purchase Price will be
acquired by the Company (i) first from any shareholder who owned
beneficially, as of the close of business on November 24, 1998 and
continues to own beneficially as of the termination of the Offer, an
aggregate of fewer than 100 Shares and who validly tenders all of such
Shares, and (ii) then from all other tendering shareholders subject to
proration.
Q. AT WHAT PRICE MAY I TENDER MY SHARES?
A. Shareholders may elect to tender their Shares in increments of fifty
cents ($0.50) starting at $18.00 per Share up to and including $20.00 per
Share. The election as to the number of Shares and the price a
shareholder is willing to tender (or, if a shareholder does not wish to
specify a price, he or she may elect to tender Shares at the Purchase
Price determined by the Company) are to be indicated on the Letter of
Transmittal.
Q. HOW DO I TENDER MY SHARES?
A. If you hold your Shares in certificate form, you must return a properly
completed Letter of Transmittal (the blue form) and any other documents
required by the Letter of Transmittal, together with the certificates for
the Shares being tendered, to Registrar and Transfer Company (the
"Depositary"), which must be received by them by 5:00 p.m., Eastern Time,
on January 8, 1999 ("Expiration Date").
PLEASE DO NOT ENDORSE YOUR CERTIFICATE(S).
Q. HOW DO I TENDER MY SHARES IF MY SHARES ARE HELD BY MY BROKER?
A. If your Shares are registered in street name with a broker, dealer,
commercial bank, trust company or other nominee, you will need to contact
your broker, bank or other nominee and instruct the nominee to make the
tender of your Shares for you. You cannot tender such Shares using the
Letter of Transmittal even though you may have received one for your
information.
If you are a broker and are tendering Shares in book-entry form for your
customers, you must comply with the Book-Entry Delivery procedure
described in Section 3 of the Offer to Purchase.
Q. WHAT DO I DO IF I HAVE LOST MY CERTIFICATES, OR IF THEY HAVE BEEN
MUTILATED, DESTROYED OR STOLEN, BUT I STILL WANT TO TENDER THEM?
A. Call the Depositary at (800) 368-5948 for instructions for tendering
Shares in such circumstances.
Q. I WANT TO TENDER BUT I CANNOT GET MY STOCK TO THE DEPOSITARY ON TIME.
WHAT CAN I DO?
A. If you cannot submit a valid tender by the Expiration Date but want to
tender, you may complete the guaranteed delivery instructions which gives
you three days to produce the certificates. Have an Eligible Institution
(as defined in Instruction 1 of the Letter of Transmittal) help you fill
out the form as instructed in Section 3 of the Offer to Purchase.
Q. DO I HAVE TO SELL MY STOCK TO THE COMPANY?
A. No. A shareholder is not required to tender any stock.
Q. WHAT HAPPENS IF I DO NOT TENDER MY STOCK TO THE COMPANY TO PURCHASE?
A. Nothing will happen if you do not tender any or all of your Shares. Your
Shares will remain outstanding without a change in the terms or ownership
rights. You will continue to own the same number of Shares without any
adjustment, and you will continue to receive the same dividend and voting
rights. However, since the Company will purchase up to 1,983,353 of its
outstanding Shares, the percentage of the outstanding stock which you own
will increase since the number of outstanding Shares will be reduced.
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Q. IF I DO TENDER MY SHARES, WHEN WILL I RECEIVE THE MONEY?
A. As soon as practicable after the Expiration Date. If you are a registered
shareholder, you will receive a check from the Depositary or if you hold
your stock with a bank or broker your account will be credited.
Q. WHAT IF THE TERMS OF THE OFFER CHANGE?
A. In the event the Expiration Date is extended or if the terms of the Offer
are materially changed, the Company will generally give notice of the
change and, under certain circumstances, shareholders will be able to
change or withdraw their tender for at least 10 business days from such
notice.
Q. CAN I TENDER PART OF MY STOCK AT DIFFERENT PRICES?
A. Yes, you can elect to tender part of your stock at one price and an
additional amount at a second price. For example, if you owned 1,500
Shares, you could tender 500 Shares at one price, 500 Shares at another
and keep the remaining 500 Shares. However, you cannot tender the same
stock at different prices. In the prior example, the shareholder owning
1,500 Shares cannot tender 1,500 at one price and 1,500 at another price.
If you tender some Shares at one price and other Shares at a different
price, you must use a separate Letter of Transmittal for each price. You
may make a copy of the Letter of Transmittal if you need additional
forms.
Q. IS THERE ANY BROKERAGE COMMISSION?
A. No. The Company will purchase stock directly from each shareholder at the
Purchase Price without the use of a broker.
Q. CAN I CHANGE OR CANCEL MY TENDER?
A. You may increase or decrease the number of Shares indicated in the Letter
of Transmittal or withdraw it entirely up until 5:00 p.m., Eastern Time,
on January 8, 1999. Generally after January 8, 1999, you cannot withdraw
your tender. If you desire to change or withdraw your tender, you are
responsible to make certain that a valid withdrawal is received by the
January 8, 1999 deadline. Except as discussed in the Offer to Purchase,
tenders are irrevocable after the January 8, 1999 deadline.
Q. CAN YOU SUMMARIZE THE PROCESS BY WHICH SHARES ARE VALIDLY TENDERED?
A. Generally, if you hold the stock certificate you must complete the Letter
of Transmittal (the blue form) as set forth below. Please follow these
instructions carefully to assure a valid tender.
-- List the certificates and the number of Shares that you are
tendering in the box captioned "Description of Shares Surrendered".
-- Check the box specifying the price at which you are tendering in
the box captioned "Price (in Dollars) Per Share at Which Shares are
Being Tendered".
-- If you want to give us special payment instructions, complete the
box captioned "Special Payment Instructions".
-- If you want to give us special delivery instructions, complete the
box captioned "Special Delivery Instructions".
-- If you are an Odd Lot Holder (i.e., you hold fewer than 100 Shares)
who is tendering all your shares, complete the box captioned "Odd
Lots".
-- Complete the substitute Form W-9 to certify your tax identification
number.
-- Sign the Letter of Transmittal in the box captioned "Sign Here" (in
certain circumstances, signatures must be guaranteed in this Box,
see Instructions 1 and 6 in the Letter of Transmittal).
-- Contact your broker if your Shares are held in street name (held by
broker) for instructions.
You must deliver your Share certificates or comply with the book-
entry delivery requirements. See Section 3 of the Offer to
Purchase. These documents must be received by the Depositary no
later than 5:00 p.m., Eastern Time, on January 8, 1999. If you are
tendering Shares held by a broker, commercial bank, trust company
or other nominee, your instructions must be given to your nominee
who will, on the basis of your instructions, tender Shares for you.
Please see Section 3 and the Letter of Transmittal for more details
about how to tender Shares.
3
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Q. HOW CAN I GET MORE INFORMATION?
A. If you have a question, please call our Dealer Manager/Information Agent,
Keefe, Bruyette & Woods, Inc., Toll free at (877) 298-6520 from 8:30 a.m.
to 5:30 p.m., Eastern Time, Monday through Friday.
THIS BROCHURE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SECURITIES. THE OFFER TO PURCHASE THE STOCK OF THE COMPANY IS MADE
ONLY BY THE KLAMATH FIRST BANCORP, INC. OFFER TO PURCHASE DOCUMENT DATED
DECEMBER 4, 1998 AND THE ACCOMPANYING LETTER OF TRANSMITTAL.
4
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Exhibit (a)(9)
INSTRUCTION SHEET
-----------------
Shareholders who hold their own stock certificate(s) and wish to tender shares
must:
- -- Completely fill out the Letter of Transmittal (blue document). If you
want to tender your shares at more than one price, then you must complete
a separate Letter of Transmittal for each price. You cannot, however,
tender the same stock at different prices. Please make additional copies
of the Letter of Transmittal if you need them.
- -- FOR THE TENDER TO BE VALID, A PRICE BOX OR THE BOX INDICATING THAT THE
SHARES ARE BEING TENDERED AT THE PURCHASE PRICE DETERMINED BY THE COMPANY
MUST BE CHECKED ON THE LETTER OF TRANSMITTAL (blue document).
- -- Send stock certificate(s) along with Letter of Transmittal to Registrar
and Transfer Company (the "Depositary") at the address on the back cover
of the Offer to Purchase (white booklet) and NOT to Klamath First Bancorp,
Inc.
- -- Odd Lot Holders (holders of fewer than 100 shares) must complete the box
captioned "Odd Lots" on the Letter of Transmittal (blue document).
- -- If a shareholder wishes to tender shares but will not have access to the
stock certificate(s) by the Expiration Date, the tender can still be made
by completely filling out the Letter of Transmittal (blue document), and
the Notice of Guaranteed Delivery (gray document).
- -- Complete the Substitute Form W-9 on the Letter of Transmittal (blue
document) to prevent the withholding of 31% of your gross payments.
- -- Signatures need not be guaranteed if being signed by the registered
holder(s) of the shares.
Shareholders who do not hold their stock certificate(s) (held by broker) and
wish to tender shares must:
- -- Contact your broker to coordinate the completion of the appropriate
documents.
INSTRUCTIONS FOR BROKERS:
- -- Completely fill out the Letter of Transmittal (blue document). If you
want to tender your shares at more than one price, then you must complete
a separate Letter of Transmittal for each price. Please make additional
copies of the Letter of Transmittal if you need them.
- -- FOR THE TENDER TO BE VALID, A PRICE BOX OR THE BOX INDICATING THAT THE
SHARES ARE BEING TENDERED AT THE PURCHASE PRICE DETERMINED BY THE COMPANY
MUST BE CHECKED ON THE LETTER OF TRANSMITTAL (blue document).
- -- Contact your broker and have the broker deliver your Shares pursuant to
the procedures for book-entry transfer as described on page 4 of the
introduction, along with the Letter of Transmittal to the Depositary at
the address on the back cover of the Offer to Purchase (white booklet) and
NOT to Klamath First Bancorp, Inc.
- -- If a shareholder wishes to tender shares but will not have access to the
stock certificate(s) by the Expiration Date, the tender can still be made
by completely filling out the Letter of Transmittal (blue document), and
the Notice of Guaranteed Delivery (gray document).
- -- Complete the Substitute Form W-9 on the Letter of Transmittal (blue
document) to prevent the withholding of 31% of your gross payments.
- -- Signatures need not be guaranteed if being signed by the registered
holder(s) of the shares.
FOR MORE INFORMATION, A HELPFUL QUESTIONS & ANSWERS BROCHURE IS INCLUDED IN
THIS MATERIAL. IF YOU STILL HAVE QUESTIONS REGARDING THIS TENDER OFFER,
INCLUDING HOW TO COMPLETE THE NECESSARY FORMS, PLEASE CALL TOLL FREE AT (877)
298-6520.
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Exhibit (a)(10)
FOR IMMEDIATE RELEASE
Date: December 4, 1998
Contact: Gerald V. Brown
President and Chief Executive Officer
(541) 882-3444, extension 133
Marshall J. Alexander
Senior Vice President and Chief Financial Officer
(541) 882-3444, extension 120
KLAMATH FIRST BANCORP, INC.
ANNOUNCES
OFFER TO BUY UP TO 1,983,353 SHARES OF ITS COMMON STOCK
Klamath Falls, Oregon (Nasdaq NMS: KFBI)--Klamath First Bancorp, Inc.
announced on October 9, 1998 that its Board of Directors had authorized the
repurchase of up to 1,983,353 shares of its common stock, which represents
approximately 20 percent of its outstanding shares as of December 3, 1998. The
repurchase will be made through a "Modified Dutch Auction Tender." Under this
procedure, Klamath First Bancorp, Inc. shareholders will be given the
opportunity to sell part or all of their shares to the Corporation at a price
of not less than $18.00 per share and not more than $20.00 per share. This
price range is up from the initial price range announced by the Corporation on
October 9, 1998 of $15.50 to 19.50 per share. The offer to purchase shares
will commence on December 4, 1998 and will expire at 5:00 p.m., Eastern Time,
on January 8, 1999, unless extended by Klamath First Bancorp, Inc. <R/>
Under the procedures for a Modified Dutch Auction Tender, shareholders
may offer to sell all or a portion of the shares they own within a price range
of not less than the minimum price of $18.00 and not in excess of the maximum
price of $20.00 specified in the tender. Upon the expiration of the offer,
Klamath First Bancorp, Inc. will select the purchase price that will allow it
to buy 1,983,353 shares. All shares purchased in the offer will receive the
same price. If the number of shares tendered is equal to or less than
1,983,353 shares, the purchase price will be the highest price specified by
tendering shareholders. If the number of shares tendered is greater than the
number sought, the Corporation will select the lowest price that will allow it
to buy the number of shares it seeks. Klamath First Bancorp has retained
Keefe, Bruyette & Woods, Inc. as dealer manager/information agent and
financial advisor for this transaction.
Gerald V. Brown, President and Chief Executive Officer of Klamath First
Bancorp, Inc., stated, "Klamath First Bancorp, Inc. is announcing this tender
offer because the Board of Directors believes that the purchase of shares
pursuant to the offer should have beneficial effects on shareholder value
while maintaining a strong capital base to support the needs of our business
and our customers. After studying a number of alternatives, we selected the
Modified Dutch Auction Tender because it is a positive action that has the
potential for improving shareholder returns in an expeditious manner. If the
tender offer is successful, it is expected to improve our return on equity, as
well as our earnings per share."
At September 30, 1998, Klamath First Bancorp, Inc. had assets of $1.0
billion and shareholders' equity of $145.1 million.
Headquartered in Klamath Falls, Oregon, Klamath First Federal Savings and
Loan Association, the principal subsidiary of Klamath First Bancorp, Inc., has
a state-wide presence currently operating out of 35 offices covering 22 Oregon
counties.
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Klamath First Bancorp, Inc. common stock. The offer
may be made solely by the Offer to Purchase, dated December 4, 1998 and the
related Letter of Transmittal, which documents are being sent to all
shareholders.
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Exhibit (a)(11)
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Klamath First Bancorp, Inc. common stock. The offer
is made solely by the Offer to Purchase, dated December 4, 1998, and the
related Letter of Transmittal, copies of which may be obtained from the Dealer
Manager/Information Agent.
KLAMATH FIRST BANCORP, INC.
OFFERS TO
PURCHASE FOR CASH UP TO 1,983,353 SHARES OF ITS
COMMON STOCK
AT A PURCHASE PRICE NOT LESS THAN $18.00 NOR IN EXCESS OF
$20.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., EASTERN TIME, ON JANUARY 8, 1999,
UNLESS THE OFFER IS EXTENDED.
THE DEALER MANAGER/INFORMATION AGENT FOR THE OFFER IS:
KEEFE, BRUYETTE & WOODS, INC.
211 BRADENTON AVENUE
DUBLIN, OHIO 43017-3514
Toll free: (877) 298-6520
December 4, 1998
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