| Nicolet Bankshares, Inc. |
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| (Name of Issuer) |
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Nicolet Bankshares, Inc. | Nicolet Interim Corporation | Robert B. Atwell |
Michael E. Daniels | Wendell E. Ellsworth | Jacqui A. Engebos |
Deanna L. Favre | Michael F. Felhofer | Phillip J. Hendrickson |
Andrew F. Hetzel, Jr. | Terrance J. Lemerond | Donald J. Long, Jr. |
Susan L. Merkatoris | Wade T. Micolev | Ronald C. Miller |
Sandra A. Renard | Robert J. Wevers |
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| (Names of Person(s) Filing Statement) |
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| Common Stock |
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| (Title of Class of Securities) |
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| (CUSIP Number of Class of Securities) |
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| Robert B. Atwell |
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| President and Chief Executive Officer |
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| Nicolet Bankshares, Inc. |
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| 110 South Washington Street |
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| Green Bay, Wisconsin 54301 |
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| (920) 430-1400 |
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Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) |
a.x | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
b. o | The filing of a registration statement under the Securities Act of 1933. |
c. o | A tender offer. |
d. o | None of the above. |
Transaction valuation* | Amount of filing fee |
$ 4,256,429 | $ 851.29 |
* | For purposes of calculating the fee only. This amount assumes the acquisition of 233,229 shares of common stock of the subject company for $18.25 per share in cash. The amount of the filing fee equals one-fiftieth of one percent of the aggregate transaction value and was paid with the initial filing of this Schedule 13E-3. |
o | Check the box if any part 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: $ | Filing Party: |
Form or Registration No.: | Date Filed: |
Item 1. | Summary Term Sheet |
Item 2. | Subject Company Information |
Item 3. | Identity and Background of Filing Person |
Item 4. | Terms of the Transaction |
1 | ||
Item 5. | Past Contacts, Transactions, Negotiations and Agreements |
Item 6. | Purposes of the Transaction and Plans or Proposals |
(1) | Any extraordinary transaction, such as a merger, reorganization or liquidation, involving Nicolet or any subsidiary; |
(2) | Any purchase, sale or transfer of a material amount of assets of Nicolet or any subsidiary; |
(3) | Any material change in Nicolet's present dividend rate or policy or in its indebtedness or capitalization; |
(4) | Any change in Nicolet's present board of directors or management, including but not limited to plans or proposals to change the number or term of directors or to fill any existing vacancies on the board or to change any material term of any executive officer's employment contract; |
(5) | Any other material change in Nicolet's corporate structure or business; |
(6) | Any class of Nicolet's equity securities to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotation system operated by a national securities association; |
(7) | Except as disclosed in response to Item 7 relating to the prospective termination of registration of the Nicolet common stock under the Exchange Act, any class of Nicolet's equity securities becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act; or |
(8) | Except as described in response to Item 7, the suspension of Nicolet's obligation to file reports under Section 15(d) of the Exchange Act. |
2 | ||
Item 7. | Purposes, Alternatives, Reasons and Effects |
Item 8. | Fairness of the Transaction |
Item 9. | Reports, Opinions, Appraisals and Negotiations |
Item 10. | Source and Amount of Funds or Other Consideration |
Item 11. | Interest in Securities of the Subject Company |
Item 12. | The Solicitation or Recommendation |
Item 13. | Financial Statements |
3 | ||
Item 14. | Persons/Assets Retained, Employed, Compensated or Used |
Item 15. | Additional Information |
Not applicable. |
Item 16. | Exhibits. |
1. | Preliminary Proxy Statement, Notice of Special Meeting of Shareholders and related cover letter, including Appendix A—Plan of Reorganization; Appendix B—Subchapter XIII of the Wisconsin Business Corporation Law (relating to dissenters' rights); Appendix C—Opinion of Independent Financial Advisor; Appendix D—Financial Statements and Management's Discussion and Analysis for the Nine Months Ended September 30, 2004; and Appendix E—Financial Statements and Management's Discussion and Analysis for the Year Ended December 31, 2003 (incorporated by reference from the preliminary proxy statement filed concurrently herewith under cover of Schedule 14A; File No. 0-50248). |
2. | Valuation Report dated December 9, 2004 issued by Ryan Beck & Co., Inc. |
3. | Letter Agreement dated December 31, 2004 |
4. | Revolving Business Note dated December 31, 2004 |
4 | ||
NICOLET BANKSHARES, INC. | |||
By: | /s/ Robert B. Atwell | ||
President and Chief Executive Officer | |||
NICOLET INTERIM CORPORATION | |||
By: | /s/ Robert B. Atwell | ||
President | |||
OTHER FILING PERSONS: | |||
/s/ Robert B. Atwell | |||
/s/ Michael E. Daniels |
5 | ||
1. | Preliminary Proxy Statement, Notice of Special Meeting of Shareholders and related cover letter, including Appendix A—Plan of Reorganization; Appendix B—Subchapter XIII of the Wisconsin Business Corporation Law (relating to dissenters' rights); Appendix C—Opinion of Independent Financial Advisor; Appendix D—Financial Statements and Management's Discussion and Analysis for the Nine Months Ended September 30, 2004; and Appendix E—Financial Statements and Management's Discussion and Analysis for the Year Ended December 31, 2003 (incorporated by reference from the preliminary proxy statement filed concurrently herewith under cover of Schedule 14A; File No. 0-50248). |
2. | Valuation Report dated December 9, 2004 issued by Ryan Beck & Co., Inc. |
3. | Letter Agreement dated December 31, 2004 |
4. | Revolving Business Note dated December 31, 2004 |
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