As filed with the Securities and Exchange Commission on January 15, 1999.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO THE
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
KLAMATH FIRST BANCORP, INC.
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(Name of issuer)
KLAMATH FIRST BANCORP, INC.
---------------------------
(Name of Person(s) Filing Statement)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
49842P 10 3
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(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
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(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE*
---------------------- ---------------------
$39,667,060 $7,934.00
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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.
[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: $7,934.00 Filing Party: Klamath First Bancorp, Inc.
Form or Registration No.: 005-45247 Date Filed: October 9, 1998
<PAGE>
This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Amendment No. 1 to the Schedule 13E-4 (the "Statement"), dated
December 4, 1998, filed by Klamath First Bancorp, Inc. (the "Company"), an
Oregon corporation, relating to the Company's offer to purchase up to 1,983,353
shares of its common stock, par value $.01 per share (the "Shares"), at a
purchase price not greater than $20.00 nor less than $18.00 per Share upon the
terms and conditions set forth in the Offer to Purchase and related Letter of
Transmittal (which together constitute the "Offer"), copies of which are
attached as Exhibits 9(a)(1) and 9(a)(2), respectively, to the Statement.
Capitalized terms used herein but not otherwise defined shall have the meanings
assigned to such terms in the Offer to Purchase.
ITEM 1. SECURITY AND ISSUER.
The Offer expired at 5:00 p.m., Eastern Time, on Friday, January 8,
1999. Pursuant to the Offer, the Company purchased 1,984,090 Shares at a
purchase price of $19.50 per Share.
ITEM 8. ADDITIONAL INFORMATION.
On January 11, 1999, the Company issued a press release announcing the
preliminary results of the Offer, a copy of which is attached hereto as Exhibit
9(a)(12) which is incorporated herein by reference. On January 15, 1999, the
Company issued a press release announcing the final results of the Offer a copy
of which is attached hereto as Exhibit 9(a)(13), which is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to include the following additional exhibits:
(a)(12) Text of Press Release issued by the Company, dated January 11,
1999.
(a)(13) Text of Press Release issued by the Company, dated January
15, 1999.
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.
January 15, 1999 By: /s/Gerald V. Brown
------------------
Gerald V. Brown
President and Chief Executive Officer
<PAGE>
Exhibit 9(a)(12)
FOR IMMEDIATE RELEASE January 11, 1999
KLAMATH FIRST BANCORP, INC. ANNOUNCES
PRELIMINARY RESULTS OF TENDER OFFER
Klamath Falls, Oregon -- Klamath First Bancorp, Inc. (Nasdaq NMS: KFBI)
announced today preliminary results of the Modified Dutch Auction Tender Offer
that expired on Friday, January 8, 1999 at 5:00 p.m. Eastern Time. Based upon a
preliminary count, shareholders tendered approximately 3,066,000 shares,
approximately 1,983,000 of which are expected to be purchased. Subject to
verification, the price will be $19.50 per share for all shares purchased in the
tender. Both the number of shares and the share price set forth above are
preliminary and are subject to verification by Registrar and Transfer Company,
which acted as the Depositary in the Offer. The actual number of shares to be
purchased and the price per share will be announced within several days upon
completion of the verification process. It is currently expected that payment
for all shares purchased will be made on or about Friday, January 15, 1999.
The tender offer was commenced on October 9, 1998. Under the terms of
the offer, Klamath First Bancorp, Inc. offered to repurchase up to 1,983,353
shares of its common stock within a price range, as adjusted and published on
December 4, 1998, of $18.00 per share to $20.00 per share. Based upon the
preliminary results, the value of the shares to be purchased will be
approximately $38.7 million. The preliminary number of shares to be purchased
represents approximately 20.0 percent of Klamath First Bancorp, Inc.'s 9,916,766
shares of common stock currently outstanding.
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.
Contact: Gerald V. Brown Frank X. Hernandez
President and Chief Senior Vice President and
Executive Officer Chief Operating Officer
(541) 882-3444 ext. 133 (541) 882-3444 ext. 113
<PAGE>
Exhibit 9(a)(13)
FOR IMMEDIATE RELEASE January 15, 1999
KLAMATH FIRST BANCORP, INC. ANNOUNCES
FINAL RESULTS OF TENDER OFFER
Klamath Falls, Oregon -- Klamath First Bancorp, Inc. (Nasdaq NMS: KFBI)
announced today final results of the Modified Dutch Auction Tender Offer that
expired on Friday, January 8, 1999 at 5:00 p.m. Eastern Time. Consistent with
preliminary results released January 11, 1999, Klamath First Bancorp, Inc. will
purchase 1,984,090 shares, or approximately 85.9% of the shares tendered at
$19.50 per share or below, and 64.7% of all shares tendered. All shares tendered
above $19.50 per share and shares not purchased due to proration will be
promptly returned. The value of the shares to be purchased is $38.7 million and
the number of shares to be purchased represents approximately 20.0 percent of
the Company's 9,916,766 shares of common stock outstanding on January 15, 1999.
After the transaction, there will be 7,932,676 shares of common stock issued and
6,914,882 shares of common stock outstanding.
At September 30, 1998, Klamath First Bancorp, Inc. reported the following
ratios: (i) return on average equity - 6.52%; (ii) dividend payout ratio -
34.50%; (iii) shareholders' equity to total assets - 14.07%; and (iv) book value
per share - $16.30. On a pro forma basis, at September 30, 1998, as a result of
the repurchase of 1,984,090 shares at $19.50 per share, these ratios would have
been as follows: (i) return on average equity - 7.88%; (ii) dividend payout
ratio - 28.38%; (iii) shareholders' equity to total assets - 10.72%; and (iv)
book value per share - $15.39.
The tender offer was commenced on October 9, 1998 whereby Klamath First
Bancorp, Inc. offered to purchase up to 1,983,353 shares of its common stock
within a price range, as adjusted and published on December 4, 1998, of $18.00
per share to $20.00 per share.
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.
Contact: Gerald V. Brown Frank X. Hernandez
President and Senior Vice President and
Chief Executive Officer Chief Operating Officer
(541) 882-3444 ext. 133 (541) 882-3444 ext. 113
