As filed with the Securities and Exchange Commission on January 15, 1999.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
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.
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(Name of Person(s) Filing Statement)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
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
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TRANSACTION VALUATION* AMOUNT OF FILING FEE*
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$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. 3 amends and supplements the Issuer Tender Offer
Statement on Amendment No. 2 to the Schedule 13E-4 (the "Statement"), dated
January 15, 1999, filed by Klamath First Bancorp, Inc. (the "Company"), an
Oregon corporation, to correct typographical errors on Exhibit 9(a)(13) 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 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to include the following additional exhibits:
(a)(13) Revised 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 19, 1999 By: /s/Gerald V. Brown
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Gerald V. Brown
President and Chief Executive Officer
<PAGE>
Exhibit 9(a)(13)
FOR IMMEDIATE RELEASE January 15, 1999
KLAMATH FIRST BANCORP, INC. ANNOUNCES
FINAL RESULTS OF TENDER OFFER
Klamath Falls, Oregon -- January 15, 1999 -- 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 issued 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 - 7.99%; (ii) dividend payout
ratio - 28.36%; (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
