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. 3--Final Amendment
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: [X]
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. 3 to the Schedule 13E-3 (the "Final Amendment") amends
and supplements the Schedule 13E-3 filed with the Securities and Exchange
Commission (the "SEC") on May 28, 2004 (the "Original Schedule 13E-3"), as
amended and supplemented by Amendment No. 1 to the Original Schedule 13E-3 filed
with the SEC on June 18, 2004 and Amendment No. 2 to the Schedule 13E-3 filed
with the SEC on June 25, 2004 (the Original Schedule 13E-3, as amended and
supplemented by Amendment No. 1 and Amendment No. 2, the "Schedule 13E-3") by
Logansport Financial Corp., an Indiana corporation (the "Company"). This Final
Amendment 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 for Cash dated May 28, 2004 and the related Letter of
Transmittal.
The purpose of this Final Amendment is to report the results of the Offer,
which expired at 5:00 p.m., Eastern Daylight Saving Time, on Tuesday, June 29,
2004. 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 Final
Amendment, 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 2: SUBJECT COMPANY INFORMATION.
Item 2 of the Schedule 13E-3 is hereby amended and supplemented by adding
the following paragraph thereto:
The Offer expired at 5:00 p.m., Eastern Daylight Saving Time, on Tuesday,
June 29, 2004. The Company received tenders of 2,057 shares of Common Stock
from 48 eligible tendering shareholders (exclusive of those holding their
shares in street name) and 422 shares of Common Stock from eligible
tendering shareholders holding their shares in street name. The Company has
accepted all of these tenders of Common Stock and made payment to such
tendering shareholders at the offer price of $22.50 per share.
ITEM 4: TERMS OF THE TRANSACTION.
Item 4 of the Schedule 13E-3 is hereby amended and supplemented by adding
the following paragraph thereto:
The Offer expired at 5:00 p.m., Eastern Daylight Saving Time, on Tuesday,
June 29, 2004. The Company received tenders of 2,057 shares of Common Stock
from 48 eligible tendering shareholders (exclusive of those holding their
shares in street name) and 422 shares of Common Stock from eligible
tendering shareholders holding their shares in street name. The Company has
accepted all of these tenders of Common Stock and made payment to such
tendering shareholders at the offer price of $22.50 per share.
ITEM 11. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
Item 11 of the Schedule 13E-3 is hereby amended and supplemented by adding
the following paragraph thereto:
The Offer expired at 5:00 p.m., Eastern Daylight Saving Time, on Tuesday,
June 29, 2004. The Company received tenders of 2,057 shares of Common Stock
from 48 eligible tendering shareholders (exclusive of those holding their
shares in street name) and 422 shares of Common Stock from eligible
tendering shareholders holding their shares in street name. The Company has
accepted all of these tenders of Common Stock and made payment to such
tendering shareholders at the offer price of $22.50 per share.
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ITEM 16. EXHIBITS.
Item 16 of the Schedule 13E-3 is hereby amended by adding the following
exhibits:
Exhibit No. Description
16(a)(1)(i) Offer to Purchase for Cash dated May 28, 2004*
16(a)(1)(ii) Letter of Transmittal*
16(a)(1)(iii) Form of Letter to Brokers, Dealers, and Commercial Banks,
Trust Companies and Other Nominees*
16(a)(1)(iv) Form of Letter to Clients for Use by Brokers, Dealers,
and Commercial Banks, Trust Companies and Other Nominees*
16(a)(1)(v) Client Instruction Form For Shares Held by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees*
16(a)(1)(vi) Form of Notice of Guaranteed Delivery*
16(a)(1)(vii) Letter to Shareholders from David G. Wihebrink, President
and Chief Executive Officer, dated May 28, 2004*
16(a)(1)(viii) Questions and Answers to accompany the Letter to
Shareholders from the President*
16(a)(1)(ix) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9*
16(a)(5) Press Release dated May 27, 2004*
16(a)(5)(b) Press Release dated July 12, 2004**
16(b) Not applicable.
16(c) Not applicable.
16(d) Not applicable.
16(f) Not applicable.
16(g) Not applicable.
* The indicated exhibits were previously filed and are incorporated by
reference.
** Attached hereto and incorporated by reference.
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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/ David G. Wihebrink
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David G. Wihebrink
President and Chief Executive Officer
Dated: July 12, 2004
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Exhibit 16(a)(5)(b)
FOR IMMEDIATE RELEASE
Contact: Dottye Robeson
Chief Financial Officer
Phone: 574-722-3855
Fax: 574-722-3857
LOGANSPORT FINANCIAL CORP. ANNOUNCES
COMPLETION OF ITS ODD-LOT TENDER OFFER
Logansport, Indiana - (July 12, 2004) - Logansport Financial Corp. (NASDAQ
Small Cap Market: LOGN) today announced that its tender offer for the purchase
of all shares of its common stock held by persons owning 99 or fewer shares as
of the close on May 18, 2004 expired at 5:00 p.m., Eastern Daylight Saving Time,
on Tuesday, June 29, 2004. The Company received tenders of 2,057 shares of
Common Stock from 48 eligible tendering shareholders (exclusive of those holding
their shares in street name) and 422 shares of Common Stock from eligible
tendering shareholders holding their shares in street name. The Company has
accepted all of these tenders of Common Stock and is in the process of making
payment to such tendering shareholders at the offer price of $22.50 per share.
After giving effect to the purchases pursuant to this odd-lot tender offer,
the Company estimates that it now has fewer than 300 shareholders of record,
which is required in order for the Company to qualify to de-register its common
stock with the Securities and Exchange Commission and go private. Thus, the
Company's Board of Directors anticipates that the Company will de-register its
common stock and cease being a reporting company of the Securities and Exchange
Act of 1934, as amended, by filing a Form 15 with the Securities and Exchange
Commission. Prior to filing the Form 15 with the Securities and Exchange
Commission, Logansport Financial Corp. will notify the Nasdaq Small Cap Market
("Nasdaq") of its intention to de-register. Upon filing the Form 15 with the
Securities and Exchange Commission, the Company's common stock will cease to be
quoted on Nasdaq.
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