Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 1 to
Schedule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
American Bancorp, Inc.
(Name of the Issuer)
American Bancorp, Inc.
American Interim Company
Jasper J. Artall
George H. Comeau
Salvador L. Diesi, Sr.
J.C. Diesi
Alvin A. Haynes, II
Charles R. Jagneaux
Ronald J. LaShute
(Name of Persons Filing Statement)
Common Stock, $5.00 Par Value
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
George H. Comeau
Chief Financial Officer
American Bancorp, Inc.
321 East Landry Street, P.O. Box 1819
Opelousas, Louisiana 70570
(337) 363-5643
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
With Copies To:
Zonnie Breckinridge, Esq.
Jenkens & Gilchrist, a Professional Corporation
600 Congress Avenue, Suite 2200
Austin, Texas 78701
(512) 499-3860
Geoffrey S. Kay, Esq.
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue, Suite 2900
Dallas, Texas 75202-2799
(214) 855-4158
This statement is filed in connection with (check the appropriate box):
| a. | ý | 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. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ý
Check the following box if the filing is a final amendment reporting the results of the transaction o
Calculation of Filing Fee
| Transaction Valuation(*) | Amount of Filing Fee | |
| $5,374,838 | $680.99 |
(*) The filing fee was determined based on the product of (a) the estimated 38,326 shares of common stock proposed to be acquired from shareholders in the merger to which this Rule 13e-3
Transaction Statement relates and (y) the merger consideration of $140.24 per share of common stock.
ý Check 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: $680.99
Form or Registration No.: Schedule 14A
Filing Party: American Bancorp, Inc.
Date Filed: April 16, 2004
This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") is being filed jointly by American Bancorp, Inc., a Louisiana corporation and registered bank holding company ("Bancorp"), American Interim Company, a newly-formed Louisiana corporation (the "Interim Company"), and the individuals listed on the cover page of this Amendment No. 1 to Schedule 13E-3, in connection with the proposed merger by and between the Interim Company and Bancorp. As a result of the merger, the Interim Company would merge with and into Bancorp, with Bancorp surviving the merger, and the separate corporate existence of the Interim Company would cease. If effected, the merger will result in Bancorp having fewer than 300 record holders of its outstanding common stock.
This Amendment No. 1 to Schedule 13E-3 is being filed with the Securities and Exchange Commission contemporaneously with a revised preliminary proxy statement filed by Bancorp pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to which the holders of the common stock will be given notice of the annual meeting of shareholders of Bancorp at which the shareholders will be asked, among other items, to approve the merger agreement and the transactions contemplated by the merger agreement.
The following cross reference sheet is being supplied pursuant to General Instruction F to Schedule 13E-3 and included in this Amendment No. 1 to Schedule 13E-3. A copy of the merger agreement is attached asAppendix A to Bancorp's revised preliminary proxy statement, which is incorporated herein by reference to Bancorp's Amendment No. 1 to Schedule 14A filed on June 3, 2004. As of the date hereof, the proxy statement is in preliminary form and is subject to completion or amendment. This Amendment No. 1 to Schedule 13E-3 and Amendment No. 1 to Schedule 14A will be amended to reflect the completion of or any amendment to the proxy statement.
All parenthetical references under the various Items contained in this Amendment No. 1 to Schedule 13E-3 are references to the corresponding items contained in Regulation M-A under the Exchange Act.
The information set forth in the proxy statement under"Summary Information" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The name of the subject company is American Bancorp, Inc. The address of its principal executive offices is 321 East Landry Street, Opelousas, Louisiana 70570. Bancorp is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. The information set forth in the proxy statement under"Summary Information—Who are the parties to the proposed merger?" and"Item One—The Proposed Merger—Parties to the Merger" is incorporated herein by reference.
(b) The information set forth in the proxy statement under"Summary Information—How many votes can be cast by all shareholders?" is incorporated herein by reference.
(c) The information set forth in the proxy statement under"Market for Securities and Dividend Information" is incorporated herein by reference.
(d) The information set forth in the proxy statement under"Market for Securities and Dividend Information" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the proxy statement under"Market for Securities and Dividend Information" is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a)-(c) The information set forth in the proxy statement under"Item One—The Proposed Merger—Parties to the merger" and"Management" is incorporated herein by reference.
During the last five years, neither Bancorp nor, to its knowledge, any of the directors or executive officers thereof has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree, or final order enjoining further violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of those laws. Each executive officer and director of Bancorp is a citizen of the United States of America.
During the last five years, neither the Interim Company nor, to its knowledge, any of the directors or executive officers thereof has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree, or final order enjoining further violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of those laws. Each executive officer and director of the Interim Company is a citizen of the United States of America.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the proxy statement under"Summary Information," "Special Factors—Background of the merger," "Special Factors—Purposes of and reasons for the merger proposal," "Special Factors—U. S. federal income tax consequences of the merger," "Item One—The Proposed Merger—Vote required to approve the merger," "Item One—The Proposed Merger—Structure of merger," "Item One—The Proposed Merger—Anticipated accounting treatment," and"Special Factors—Certain effects of the merger on American Bancorp," and"Special Factors—Certain effects of the merger on our shareholders," is incorporated herein by reference.
(c) The information set forth in the proxy statement under"Summary Information," "Special Factors—Background of the merger," "Special Factors—Certain effects of the merger on American Bancorp," "Special Factors—Certain effects of the merger on our shareholders," "Item One—The Proposed Merger—Structure of merger" and"Item One—The Proposed Merger—Conversion and exchange of stock certificates" is incorporated herein by reference.
(d) The information set forth in the proxy statement under"Summary Information—Am I entitled to dissenters' rights?" and"Item One—The Proposed Merger—Dissenting shareholders" is incorporated herein by reference.
(e) The information set forth in the proxy statement under"Special Factors—Background of the merger," "Special Factors—Financial fairness," and"Special Factors—Recommendation of our board of directors" is incorporated herein by reference.
(f) Not applicable.
ITEM 5. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) None.
(b)-(c) The information set forth in the proxy statement under"Item One—The Proposed Merger—Background of the merger" and"Item One—The Proposed Merger—Operations of American Bancorp and the Bank following the merger" is incorporated herein by reference.
(e) None.
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) The information set forth in the proxy statement under"Item One—The Proposed Merger—Operations of American Bancorp and the Bank following the merger" is incorporated herein by reference.
(c)(1)-(8) The information set forth in the proxy statement under"Special Factors—Background of the merger," "Special Factors—Certain effects of the merger on the Company," "Special Factors—Funding the merger," "Item One—The Proposed Merger—Operations of the Company and the Bank following the merger," andAppendix A is incorporated herein by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in the proxy statement under"Summary Information—Why is the merger being proposed?" "Special Factors—Background of the merger," and"Special Factors—Purposes of and reasons for the merger proposal" is incorporated herein by reference.
(b) The information set forth in the proxy statement under"Special Factors—Background of the merger" is incorporated herein by reference.
(c) The information set forth in the proxy statement under"Summary Information—Why is the merger being proposed?" "Special Factors—Background of the merger," "Special Factors—Purposes of and reasons for the merger proposal" and"Item One—The Proposed Merger—Structure of merger" is incorporated herein by reference.
(d) The information set forth in the proxy statement under"Special Factors—Certain effects of the merger on American Bancorp," "Special Factors—Certain effects of the merger on our shareholders," "Special Factors—U.S. federal income tax consequences of the merger"is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in the proxy statement under"Summary Information—What does the board of directors recommend?" "Special Factors—Background of the merger," "Special Factors—Purposes of and reasons for the merger proposal," "Special Factors—Recommendation of our board of directors," and"Special Factors—Financial fairness" is incorporated herein by reference.
(f) Not applicable
ITEM 9. REPORTS, OPINION, APPRAISALS, AND CERTAIN NEGOTIATIONS
(a)-(b) The information set forth in the proxy statement under"Summary Information—How was the cash price for shares of our common stock determined?" "Special Factors—Background of the merger," "Special Factors—Recommendation of the board of directors," "Special Factors—Financial fairness," andAppendix F is incorporated herein by reference.
(c) The information set forth in the proxy statement under"Special Factors—Financial fairness" is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a)-(b) The information set forth in the proxy statement under"Summary Information—How will the merger be funded?"and"Special Factors—Funding the merger" is incorporated herein by reference.
(c) The information set forth in the proxy statement under"Item One—The Proposed Merger—Expenses of the merger" is incorporated herein by reference.
(d) The information set forth in the proxy statement under"Summary Information—How will the merger be funded?" and"Special Factors—Funding the merger" is incorporated herein by reference.
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ITEM 11. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the proxy statement under"Security Ownership of Management and Certain Shareholders" is incorporated herein by reference.
(b) Not applicable.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d)-(e) The information set forth in the proxy statement under"Summary Information—What vote is required to approve the merger?" "Summary Information—What does the board of directors recommend?" "Special Factors—Recommendation of our board of directors" and"Item One—The Proposed Merger—Vote required to approve the merger" is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) The audited financial statements and unaudited interim financial statements are incorporated into the proxy statement from Bancorp's Annual Report on Form 10-K for the year ended December 31, 2003 and Bancorp's Quarterly Report on Form 10-Q for the period ending March 31, 2004. The information in the proxy statement referred to in"Documents Incorporated by Reference" and"Where You Can Find More Information" is incorporated herein by reference.
(b) The information set forth in the proxy statement under"Pro Forma Consolidated Financial Information" is incorporated herein by reference.
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a)-(b) The information set forth in the proxy statement under"Cost of Annual Meeting and Solicitation of Proxies" is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
The information contained in the proxy statement, including all appendices attached thereto, is incorporated herein by reference.
ITEM 16. MATERIAL TO BE FILED AS EXHIBITS.
Except as noted, the following exhibits are filed herewith:
(a)(i) Revised preliminary proxy statement on Schedule 14A of Bancorp, including all appendices thereto (incorporated herein by reference to Bancorp's Amendment No. 1 to Schedule 14A, as filed with the Securities and Exchange Commission on June 3, 2004.)
(a)(ii) Form of proxy sheet (a copy of which is filed with Bancorp's revised preliminary proxy statement incorporated herein by reference to Bancorp's Amendment No. 1 to Schedule 14A, as filed with the Securities and Exchange Commission on June 3, 2004).
(c)(i) Opinion of National Capital, L.L.C., dated February 11, 2004 (a copy of which is included asAppendix F to Bancorp's revised preliminary proxy statement incorporated herein by reference to Bancorp's Amendment No. 1 to Schedule 14A, as filed with the Securities and Exchange Commission on June 3, 2004).
(c)(ii) Valuation report related to the common stock of Bancorp prepared by National Capital, L.L.C., and delivered to the board of directors of Bancorp (previously filed).
(c)(iii) Comparable transaction report prepared by National Capital, L.L.C. (a copy of which is included asAppendix G to Bancorp's revised preliminary proxy statement incorporated herein by
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reference to Bancorp's Amendment No. 1 to Schedule 14A, as filed with the Securities and Exchange Commission on June 3, 2004).
(d) Agreement and Plan of Merger, dated as of April 14, 2004, by and between Bancorp and Interim Company (a form of which is included asAppendix A to Bancorp's revised preliminary proxy statement incorporated herein by reference to Bancorp's Amendment No. 1 to Schedule 14A, as filed with the Securities and Exchange Commission on June 3, 2004).
(f) Section 131 of the Louisiana Business Corporation Law (included asAppendix E to Bancorp's revised preliminary proxy statement incorporated herein by reference to Bancorp's Amendment No. 1 to Schedule 14A, as filed with the Securities and Exchange Commission on June 3, 2004).
(g) Not applicable.
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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.
| AMERICAN BANCORP, INC. | |||
By: | /s/ SALVADOR L. DIESI, SR. Salvador L. Diesi, Sr., President | ||
AMERICAN INTERIM COMPANY | |||
By: | /s/ GEORGE H. COMEAU George H. Comeau, President | ||
/s/ JASPER J. ARTALL Jasper J. Artall | |||
/s/ J.C. DIESI J.C. Diesi | |||
/s/ SALVADOR L. DIESI, SR. Salvador L. Diesi, Sr. | |||
/s/ ALVIN A. HAYNES, II Alvin A. Haynes, II | |||
/s/ CHARLES R. JAGNEAUX Charles R. Jagneaux | |||
/s/ RONALD J. LASHUTE Ronald J. LaShute | |||
Dated: June 3, 2004 | |||
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| Exhibit Number | Description | |
|---|---|---|
| (a)(i) | Revised preliminary proxy statement on Schedule 14A of Bancorp, including all appendices thereto (incorporated herein by reference to Bancorp's Amendment No. 1 to Schedule 14A, as filed with the Securities and Exchange Commission on June 3, 2004.) | |
| (a)(ii) | Form of proxy sheet (a copy of which is filed with Bancorp's revised preliminary proxy statement incorporated herein by reference to Bancorp's Amendment No. 1 to Schedule 14A, as filed with the Securities and Exchange Commission on June 3, 2004). | |
| (c)(i) | Opinion of National Capital, L.L.C., dated February 11, 2004 (a copy of which is included asAppendix F to Bancorp's revised preliminary proxy statement incorporated herein by reference to Bancorp's Amendment No. 1 to Schedule 14A, as filed with the Securities and Exchange Commission on June 3, 2004). | |
| (c)(ii) | Valuation report related to the common stock of Bancorp prepared by National Capital, L.L.C., and delivered to the board of directors of Bancorp (previously filed). | |
| (c)(iii) | Comparable transaction report prepared by National Capital, L.L.C. (a copy of which is included asAppendix G to Bancorp's revised preliminary proxy statement incorporated herein by reference to Bancorp's Amendment No. 1 to Schedule 14A, as filed with the Securities and Exchange Commission on June 3, 2004). | |
| (d) | Agreement and Plan of Merger, dated as of April 14, 2004, by and between Bancorp and Interim Company (a form of which is included asAppendix A to Bancorp's revised preliminary proxy statement incorporated herein by reference to Bancorp's Amendment No. 1 to Schedule 14A, as filed with the Securities and Exchange Commission on June 3, 2004). | |
| (f) | Section 131 of the Louisiana Business Corporation Law (included asAppendix E to Bancorp's revised preliminary proxy statement incorporated herein by reference to Bancorp's Amendment No. 1 to Schedule 14A, as filed with the Securities and Exchange Commission on June 3, 2004). |
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