SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
CITIZENS FIRST CORPORATION
(Name of Subject Company (Issuer))
PORTER BANCORP INC.
(Names of Filing Persons (Offerors))
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
17462Q107
(CUSIP Number of Class of Securities)
C. Bradford Harris
Executive Vice President and Corporate General Counsel
Porter Bancorp, Inc.
2500 Eastpoint Parkway
Louisville, Kentucky 40223
(502) 499-4800
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
With a copy to:
Alan K. MacDonald
Frost Brown Todd LLC
400 West Market Street, Suite 3200
Louisville, Kentucky 40202-3363
(502) 589-5400
(502) 581-1087 (Fax)
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $16,161,174 | $901.79 |
| * | Estimated for purposes of calculating the filing fee only. The transaction valuation assumes the purchase of 1,968,777 outstanding shares of common stock of Citizens First Corporation, plus 254,218 shares of common stock issuable upon the exercise of a stock purchase warrant at $7.27 per share, the average of the high and low reported price on October 16, 2009 as reported on the Nasdaq Global Select Market. |
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, $465.16, equals 0.00558% of the transaction valuation. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-1 1(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: $901.79 | Filing party: Porter Bancorp, Inc. | |
Form or Registration No.: Form S-4 | Date Filed: October 23, 2009 | |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer:¨
This Amendment No. 1 to Tender Offer Statement on Schedule TO (this “Statement”) amends and supplements the statement originally filed on October 23, 2009 by Porter Bancorp, Inc., a Kentucky corporation (the “Purchaser”). This Statement relates to the offer by the Purchaser to exchange for each of the outstanding shares of common stock, no par value (the “Shares”), of Citizens First Corporation, a Kentucky corporation (the “Company”), at the election of the shareholder, (i) $9.00 in cash, or (ii) 0.5686 shares of Purchaser common stock, or (iii) $4.50 in cash and 0.2743 shares of Purchaser common stock . The terms and conditions of the offer are described in the Offer to Exchange dated October 23, 2009 (the “Offer to Exchange”), a copy of which is attached hereto as Exhibit (a)(1), and the related Letter of Transmittal and the instructions thereto, a copy of which is attached hereto as Exhibit (a)(2) (which, as they may be amended or supplemented from time to time, together constitute the “Offer”).
On October 23, 2009, Purchaser filed a registration statement on Form S-4, of which the Offer to Exchange forms a part.
ITEM 1 THROUGH ITEM 11.
Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Exchange, including all schedules thereto, is hereby expressly incorporated herein by reference in response to items 1 through 11 of this Statement and is supplemented by the information specifically provided for herein.
| ITEM 12. | Exhibits. |
Item 12 of the Statement is hereby amended and supplemented by adding the following:
| (a)(9) | Press Release issued by Porter Bancorp, Inc. on November 9, 2009 (incorporated by reference to Exhibit 99.1 of the Porter Bancorp, Inc. Current Report on Form 8-K filed November 9, 2009). |
| (a)(10) | Presentation Materials for Third Quarter 2009 (incorporated by reference to Exhibit 99.2 of the Porter Bancorp, Inc. Current Report on Form 8-K filed on November 9, 2009). |
| (a)(11) | Proforma Financial Information Reconciliation Table (incorporated by reference to Exhibit 99.3 of the Porter Bancorp, Inc. Current Report on Form 8-K filed on November 9, 2009) |
| ITEM 13. | Information Required by Schedule 13E-3. |
Not applicable.
-2-
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
| Porter Bancorp, Inc. | ||||
| By: | /S/ MARIA L. BOUVETTE | |||
| Name: | Maria L. Bouvette | |||
| Title: | President & Chief Executive Officer | |||
Dated: November 9, 2009
-3-
EXHIBIT INDEX
Exhibit No. | Exhibit Name | |
| (a)(1) | Offer to Exchange, dated October 23, 2009, is incorporated by reference to Exhibit 99.1 to Form S-4 Registration Statement of Porter Bancorp, Inc. on October 23, 2009. | |
| (a)(2) | Letter of Transmittal is incorporated by reference to Exhibit 99.2 to Form S-4 Registration Statement of Porter Bancorp, Inc. on October 23, 2009. | |
| (a)(3) | Election Form is incorporated by reference to Exhibit 99.3 to Form S-4 Registration Statement of Porter Bancorp, Inc. on October 23, 2009. | |
| (a)(4) | Notice of Guaranteed Delivery is incorporated by reference to Exhibit 99.4 to Form S-4 Registration Statement of Porter Bancorp, Inc. on October 23, 2009. | |
| (a)(5) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees is incorporated by reference to Exhibit 99.5 to Form S-4 Registration Statement of Porter Bancorp, Inc. on October 23, 2009. | |
| (a)(6) | Letter to Clients is incorporated by reference to Exhibit 99.6 to Form S-4 Registration Statement of Porter Bancorp, Inc. on October 23, 2009. | |
| (a)(7) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 is incorporated by reference to Exhibit 99.7 to Form S-4 Registration Statement of Porter Bancorp, Inc. on October 23, 2009. | |
| (a)(8) | Press Release issued by Porter Bancorp, Inc. on October 23, 2009.* | |
| (a)(9) | Press Release issued by Porter Bancorp, Inc. on November 9, 2009.** | |
| (a)(10) | Presentation Materials for Third Quarter 2009.** | |
| (a)(11) | Proforma Financial Information Reconciliation Table.** | |
| (b) | Not applicable. | |
| (c) | Not applicable. | |
| (d)(1) | Form of Option Agreement to purchase common shares of Citizens First Corporation by and between Porter Bancorp, Inc. and various shareholders of Citizens First Corporation entered into on October 14, 2009, incorporated by reference to Exhibit 2 to Schedule 13D filed by Porter Bancorp, Inc. on October 14, 2009. | |
| (f) | Not applicable. | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| * | Previously filed. |
| ** | Incorporated by reference to Porter Bancorp, Inc. Current Report on Form 8-K filed November 9, 2009. |
-4-
