SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3
(Rule 13e-100)
Transaction Statement Under Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 Thereunder
Rule 13e-3 Transaction Statement
under Section 13(e) of the Securities Exchange Act of 1934
Amendment No. 1
LOGANSPORT FINANCIAL CORP.
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(Name of Issuer)
LOGANSPORT FINANCIAL CORP.
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(Names of Persons Filing Statement)
Common Stock, Without Par Value
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(Title of Class of Securities)
541209 10 2
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(CUSIP Number of Class of Securities)
David G. Wihebrink
723 East Broadway
Logansport, Indiana 46947
(574) 722-3855
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(Name, Address and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
Copy to:
Claudia V. Swhier Esq.
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, Indiana 46204
(317) 236-1313
(317) 231-7433 (facsimile)
This statement is filed in connection with (check the appropriate box):
a. [ ] 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. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing fee is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
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Transaction Value* Amount of Filing Fee
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$207,495 $41.50
* Calculated solely for the purpose of determining the filing fee, which was
based upon tender offer price of $22.50 per share for the eligible common
stock as of May 18, 2004 multiplied by our estimate of the maximum number
of shares that could be purchased (9,222).
|X| Check the box if any part of the fee is offset as provided by Exchange Act
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 filing.
Amount Previously Paid: $41.50
Form or Registration No.: Schedule 13E-3
Filing Party: Logansport Financial Corp.
Date Filed: May 28, 2004
This Amendment No. 1 to the Schedule 13E-3 (this "Amendment No. 1") amends
and supplements the Schedule 13E-3 filed with the Securities and Exchange
Commission on May 28, 2004 (the "Schedule 13E-3") by Logansport Financial Corp.,
an Indiana corporation (the "Company"). This Amendment No. 1 relates to the
offer by the Company to purchase for cash all shares of the Company's common
stock no par value held by shareholders who own 99 or fewer shares of common
stock as of the close of business on May 18, 2004, pursuant to the Offer to
Purchase dated May 28, 2004 and the related Letter of Transmittal.
The information set forth in Items 1 through 16 of the Schedule 13E-3 are
incorporated by reference with respect to Items 1 through 16 of this Amendment
No. 1, except those Items as to which information specifically provided herein
is relevant, in which case the information contained in the Schedule 13E-3 is
incorporated herein by reference in partial answer to those Items unless
otherwise noted herein.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
Items 7(b) and 7(c) of the Schedule 13E-3 is hereby amended and
supplemented by adding the following clarifying paragraphs:
As described more fully in "Special Factors - Our Reasons for Pursuing the
Odd-Lot Offer Rather than Other Alternatives" of the Offer to Purchase,
other possible transactions the Company might consider if this odd-lot
tender offer is unsuccessful in reducing the number of shareholders below
300, include another tender offer (either general or another odd-lot tender
offer), a reverse stock split or a cash out merger. It is possible that if
the Company were to pursue one of these alternatives the offering price in
such transaction could be higher or lower than $22.50 per share.
As described more fully in "Special Factors - Our Reasons for Pursuing the
Odd-Lot Offer Rather than Other Alternatives" of the Offer to Purchase, the
Company considered a general tender offer but determined that a general
tender offer has a number of disadvantages that an odd lot tender offer
does not. While Rule 13e-4(f)(3)(i) would permit the Company to structure a
general tender offer so that tenders by odd-lot holders be accepted before
tenders by other holders, this does not eliminate the risk that a general
tender offer is more likely to be fully subscribed, if not over-subscribed,
and thus could increase the overall cost to the Company, without any more
certainty that the number of shareholders would be reduced below 300.
One disadvantage noted by the Board of Directors of the Company in
connection with a reverse stock split is that it would leave many
shareholders holding fractional shares. While it is customary for a company
to "cash out" fractional shares, such a decision by the Company would make
the reverse stock split transaction more costly than the odd-lot tender
offer approved by the Board.
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ITEM 8. FAIRNESS OF THE TRANSACTION.
Items 8(a) and (b) of the Schedule 13E-3 is hereby amended and supplemented
by adding the following clarifying paragraphs:
To clarify the information set forth in "Special Factors - Determination of
Fairness of Offer by our Board of Directors" in the Offer to Purchase, the
Board of Directors believes that this Offer is fair to eligible
shareholders because the Offer purchase price is at a premium to current
trading prices. The Company is offering to pay $22.50 for each share of
common stock tendered under this Offer, which represents a $2.61 or 13%
premium over the market price as of the close of business on May 17, 2004,
the day prior to the Board meeting, and as of the close of business on May
18, 2004, the record date for this Offer. Further, the Offer price is $.05
greater than the Company's historical high of $22.45 reported on December
8, 2003.
The following sets forth the factors the Board of Directors considered in
setting the Offer price for this tender offer and the relative importance
the Board of Director's placed upon such factors. This summary is based
upon the information set forth in "Special Factors - Determination of
Fairness of Offer by our Board of Directors" in the Offer to Purchase:
o Current and Historical Market Price. Market price for a share of
common stock over the last 52-weeks has ranged between $17.53 on July
16, 2003 and $22.45 on December 8, 2003. The $22.50 per share price to
be paid for tendered shares in the Offer, represented a $2.61 per
share or 13% premium over the current market price as of the close of
business on May 17, 2004, the day before the May 18th Board of
Director's meeting and as of the close of business on May 18, 2004,
the record date for the Offer. The Board of Directors deemed it
important to set the purchase price above the Company's historical
high, which was $22.45 on December 8, 2003. Thus current market prices
as well as the Company's historical high were important considerations
for the Board of Directors.
o Book Value. As of March 31, 2004, the book value per share of the
Company's common stock was $18.98. However, due to the voluntary
nature of the transaction, the Board did not consider the book value
per share, in and of itself, to be as relevant as the market price of
the Company's common stock and the market price of the Company's peer
group.
o Market Price of Peer Group in Comparison to their Book Value. In
examining the premium to be paid above market price, the Board
considered the current stock prices of its peer group members
(comparable institutions located in Indiana) relative to their
financial performance and specifically examined their stock prices to
book values and determined that this peer group traded on average in a
range of 110% to 130% of book value. The per share cash price of
$22.50 payable in this Offer represents 119% of the book value per
share of the Company's common stock on March 31, 2004, which fell
within this target range. This percentage above book value was
determined to be (i) an appropriate and fair price to be paid to
eligible shareholder in this tender offer based upon the stock price
of the Company's peer group and (ii) an appropriate and fair price to
be paid to non-tendering shareholders in this tender offer in light of
current and recent historical market prices and the minimal impact the
tender offer will have on the Company's financial position.
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o Liquidation Value. In determining the fairness of the odd-lot tender
offer, the Board of Directors did not attempt to establish the
liquidation value of the Company. The Board of Directors felt that
such a valuation would not be material to its decision particularly in
light of the fact that the Company is not intending to liquidate, and
the odd-lot tender offer will not affect its operations.
o Going Concern. The Board of Directors also did not try to assign a
"going concern" value to the Company's common stock. A going concern
valuation is an attempt to value a company as an operating business.
It is often expressed as the present value of future earnings of a
company in the context of what returns an investor could expect to
receive on his, her or its investment over a future period. The Board
of Directors felt that the cost of such a valuation far outweighed any
benefit and that the valuation would not be material to its discussion
concerning whether the Offer was fair to unaffiliated shareholders
because the Company itself was not for sale, and only a small
percentage of the Company's stock may be repurchased in the Offer.
Further, because neither management nor the Board of Directors has any
present intent to pursue a sale of the Company, neither management nor
the Board of Directors of the Company solicited offers for the
purchase of the Company's stock from third parties.
o Other. In addition to the foregoing factors, the Board of Directors
considered the Company's financial performance to date and estimates
for 2004, but such factor was not as important as current market
prices, historical market prices and the stock price of the Company's
peer group.
The discussion in Items 8(a) and (b) is not intended to be exhaustive, but
it is intended to include the material factors upon which the Company based its
determination that the Offer is fair to unaffiliated shareholders.
ITEM 16. EXHIBITS.
Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding
the following items:
Exhibit No. Description
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16(b) Not applicable.
16(c) Not applicable.
16(d) Not applicable.
16(f) Not applicable.
16(g) Not applicable.
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.
LOGANSPORT FINANCIAL CORP.
By: /s/ Dottye Robeson
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Dottye Robeson
Chief Financial Officer, Secretary and Treasurer
Dated: June 18, 2004
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