UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 1)
ASB Financial Corp.
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(Name of the Issuer)
ASB Financial Corp.
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(Name of Person(s) Filing Statement)
Common Shares, without par value
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(Title of Class of Securities)
00205P 10 7
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(CUSIP Number of Class of Securities)
Robert M. Smith
President
ASB Financial Corp.
503 Chillicothe Street
Portsmouth, Ohio 45662
(740) 354-3177
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copy to:
Terri Reyering Abare
Vorys, Sater, Seymour and Pease LLP
Suite 2000, Atrium Two
221 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-4000
This statement is filed in connection with (check the appropriate box):
[X] 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. 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: [X]
Check the following box if the filing is a final amendment reporting
the results of the transaction: [ ]
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee**
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$1,985,659 $233.72
[X] 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: $233.72
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Form or Registration No.: Schedule 13E-3 (File No. 005-50215)
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Filing Party: ASB Financial Corp.
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Date Filed: March 3, 2005
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* Calculated solely for purposes of determining the filing fee. This
amount consists of the estimated $1,985,659 of cash to be paid in
lieu of issuing fractional common shares to holders of less than one
common share after the proposed reverse stock split, assuming the
acquisition of approximately 86,333 common shares for $23.00 per
share in cash.
** The amount of the filing fee is calculated, in accordance with Rule
0-11(b)(1), by multiplying the transaction valuation of $1,985,659 by
0.0001177.
TABLE OF CONTENTS
Page
Introduction 1
Item 1. Summary Term Sheet. 1
Item 2. Subject Company Information. 1
Item 3. Identity and Background of Filing Person. 2
Item 4. Terms of the Transaction. 3
Item 5. Past Contacts, Transactions, Negotiations and Agreements. 3
Item 6. Purposes of the Transaction and Plans or Proposals. 4
Item 7. Purposes, Alternatives, Reasons and Effects. 5
Item 8. Fairness of the Transaction. 5
Item 9. Reports, Opinions, Appraisals and Certain Negotiations. 6
Item 10. Source and Amounts of Funds or Other Consideration. 6
Item 11. Interest in Securities of the Subject Company. 7
Item 12. The Solicitation or Recommendation. 7
Item 13. Financial Information. 8
Item 14. Persons/Assets, Retained, Employed, Compensated or Used. 8
Item 15. Additional Information. 8
Item 16. Exhibits. 9
Introduction
This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule
13E-3 amends the Schedule 13E-3 filed with the Securities and Exchange
Commission (the "SEC") on March 3, 2005, by ASB Financial Corp., an Ohio
corporation ("ASB"). This Amendment No. 1 is being filed pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Rule 13e-3 promulgated thereunder. ASB is proposing
that its shareholders, at a Special Meeting of the Shareholders of ASB (the
"Special Meeting"), approve and adopt amendments to ASB's Articles of
Incorporation, as amended, whereby (a) ASB would effect a 1-for-300 reverse
stock split of the Common Shares (as such term is defined below) in which
shareholders will receive one whole Common Share for each lot of 300 Common
Shares held immediately prior to the reverse split and any Common Shares
held by a shareholder of ASB other than in a 300 share lot will be
converted into a right to receive cash in the amount of $23.00 for each
pre-split Common Share and (b) immediately following the reverse stock
split and the conversion of all resulting fractional shares into the right
to receive cash in the amount of $23.00 per pre-split share, ASB would
effect a 300-for-1 forward stock split of the Common Shares remaining
outstanding after the reverse stock split. Items (a) and (b) will be
considered one proposal (the "Stock Splits").
This Amendment No. 1 to Schedule 13E-3 is being filed with the SEC
concurrently with a revised preliminary proxy statement, including
exhibits, filed by ASB pursuant to Rule 14A under the Exchange Act (the
"Proxy Statement"), which will notify the holders of Common Shares of the
Special Meeting at which they will be asked to approve the Stock Splits,
and to transact any other business properly brought before the Special
Meeting.
The information contained in the Proxy Statement is hereby expressly
incorporated herein by reference and the responses to each item are
qualified in their entirety by reference to the information contained in
the Proxy Statement. As of the date hereof, the Proxy Statement is in
preliminary form and is subject to amendment and completion. This
Amendment No. 1 to Schedule 13E-3 will be further amended to reflect such
amendment or completion of the Proxy Statement.
Item 1. Summary Term Sheet.
The information set forth in the section of the Proxy Statement
entitled "Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address.
The name of the subject company is ASB Financial Corp. ("ASB"). ASB
is an Ohio corporation with its principal place of business located at 503
Chillicothe Street, Portsmouth, Ohio 45662. ASB's telephone number is
(740) 354-3177.
(b) Securities.
The subject class of equity securities is ASB's common shares,
without par value (the "Common Shares"). There were 1,705,047 Common
Shares outstanding on May 4, 2005.
(c) Trading Market and Price.
The information set forth in the section of the Proxy Statement
entitled "Information About ASB - Market Price and Dividend Information" is
incorporated herein by reference.
(d) Dividends.
The information set forth in the section of the Proxy Statement
entitled "Information About ASB - Market Price and Dividend Information" is
incorporated herein by reference.
(e) Prior Public Offerings.
ASB has not made any underwritten public offering of the Common
Shares during the past three years.
(f) Prior Stock Purchases.
The information set forth in the section of the Proxy Statement
entitled "Information About ASB - Common Share Repurchase Information" is
incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) Name and Address.
ASB is the filing person and the subject company. ASB's address and
telephone number are provided in Item 2(a) above. ASB's executive officers
and directors are set forth below.
Executive Officers
Robert M. Smith - President
Michael L. Gampp - Vice President and Chief Financial Officer
Jack A. Stephenson - Vice President
Mary Kathryn Fish - Secretary
Carlisa R. Baker - Treasurer
Board of Directors
William J. Burke Larry F. Meredith
Gerald R. Jenkins Louis M. Schoettle
Christopher H. Lute Robert M. Smith
The address of each executive officer and director of ASB is c/o ASB
Financial Corp., 503 Chillicothe Street, Portsmouth, Ohio 45662.
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(b) Business and Background of Entities.
Not applicable.
(c) Business and Background of Natural Persons.
The information set forth in the section of the Proxy Statement
entitled "Information About ASB - Management of ASB" is incorporated herein
by reference.
Item 4. Terms of the Transaction.
(a) Material Terms.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors - Purpose of and Reasons for the Stock Splits,"
"Special Factors - Effects of the Stock Splits," "Stock Splits Proposal -
Summary and Structure," "Stock Splits Proposal - Material Federal Income
Tax Consequences," "Financial Information" and "Meeting and Voting
Information - Quorum and Required Vote" is incorporated herein by
reference.
(c) Different Terms.
The information set forth in the sections of the Proxy Statement
entitled "Stock Splits Proposal - Summary and Structure," "Special Factors
- - Effects of the Stock Splits" and "Information About ASB - Interest of
Certain Persons in Matters to be Acted Upon" is incorporated herein by
reference.
(d) Appraisal Rights.
The information set forth in the section of the Proxy Statement
entitled "Stock Splits Proposal - Unavailability of Appraisal or
Dissenters' Rights" is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders.
ASB has not made any provision to grant its unaffiliated security
holders access to the corporate files of ASB or to obtain counsel or
appraisal services for such unaffiliated security holders at the expense of
ASB.
(f) Eligibility for Listing or Trading.
The information set forth in the section of the Proxy Statement
entitled "Special Factors - Effects of the Stock Splits" is incorporated
herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions.
None.
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(b) Significant Corporate Events.
None.
(c) Negotiations or Contacts.
None.
(e) Agreements Involving the Subject Company's Securities.
None.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired.
The Common Shares acquired in connection with the Stock Splits will
be retired.
(c) Plans.
(1) None.
(2) None.
(3) None.
(4) None.
(5) None.
(6) The information set forth in the sections of the Proxy
Statement entitled "Special Factors - Purpose of and
Reasons for the Stock Splits" and "Special Factors -
Effects of the Stock Splits" is incorporated herein by
reference.
(7) The information set forth in the sections of the Proxy
Statement entitled "Special Factors - Purpose of and
Reasons for the Stock Splits" and "Special Factors -
Effects of the Stock Splits" is incorporated herein by
reference.
(8) The information set forth in the sections of the Proxy
Statement entitled "Special Factors - Purpose of and
Reasons for the Stock Splits" and "Special Factors -
Effects of the Stock Splits" is incorporated herein by
reference.
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Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors - Purpose of and Reasons for the Stock Splits"
and "Stock Splits Proposal - Background of the Stock Splits" is
incorporated herein by reference.
(b) Alternatives.
The information set forth in the section of the Proxy Statement
entitled "Special Factors - Alternatives to the Stock Splits" is
incorporated herein by reference.
(c) Reasons.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors - Purpose of and Reasons for the Stock Splits"
and "Stock Splits Proposal - Background of the Stock Splits" is
incorporated herein by reference.
(d) Effects.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors - Effects of the Stock Splits," "Special Factors
- - Fairness of the Stock Splits," "Special Factors - Disadvantages of the
Stock Splits," "Stock Splits Proposal - Potential Disadvantages of the
Stock Splits to Shareholders," "Stock Splits Proposal - Material Federal
Income Tax Consequences" and "Financial Information" is incorporated herein
by reference.
Item 8. Fairness of the Transaction.
(a) Fairness.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors - Fairness of the Stock Splits," "Opinion of
Keller & Company" and "Stock Splits Proposal - Recommendation of the Board"
is incorporated herein by reference.
(b) Factors Considered in Determining Fairness.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors - Fairness of the Stock Splits," "Opinion of
Keller & Company" "Stock Splits Proposal - Recommendation of the Board," is
incorporated herein by reference.
(c) Approval of Security Holders.
The information set forth in the section of the Proxy Statement
entitled "Special Factors -Fairness of the Stock Splits" is incorporated
herein by reference.
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(d) Unaffiliated Representative.
The information set forth in the section of the Proxy Statement
entitled "Special Factors - Fairness of the Stock Splits" is incorporated
herein by reference.
(e) Approval of Directors.
The information set forth in the sections of the Proxy Statement
entitled "Stock Splits Proposal - Recommendation of the Board" and "Special
Factors - Fairness of the Stock Splits" is incorporated herein by
reference.
(f) Other Offers.
None.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) Report, Opinion or Appraisal.
The information set forth in the sections of the Proxy Statement
entitled "Special Factors - Fairness of the Stock Splits" and "Opinion of
Keller & Company" is incorporated herein by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal.
The information set forth in the sections of the Proxy Statement
entitled "Summary Term Sheet - Fairness of the Stock Splits," "Opinion of
Keller & Company" and "Stock Splits Proposal - Background of the Stock
Splits" is incorporated herein by reference.
(c) Availability of Documents.
The full text of the fairness opinion of Keller & Company, Inc. dated
February 28, 2005, attached to the Proxy Statement as Exhibit A, is
incorporated herein by reference. Such fairness opinion is also available
for inspection and copying at ASB's principal executive offices located at
503 Chillicothe Street, Portsmouth, Ohio 45662 during ASB's regular
business hours by any interested shareholder of ASB or representative of
such holder who has been so designated in writing.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) Source of Funds.
The information set forth in the section of the Proxy Statement
entitled "Meeting and Voting Information - Solicitation and Costs" is
incorporated herein by reference.
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(b) Conditions.
Not applicable.
(c) Expenses.
The information set forth in the section of the Proxy Statement
entitled "Meeting and Voting Information - Solicitation and Costs" is
incorporated herein by reference.
(d) Borrowed Funds.
Not applicable.
Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership.
The information set forth in the section of the Proxy Statement
entitled "Information About ASB - Interest of Certain Persons in Matters to
be Acted Upon" is incorporated herein by reference.
(b) Securities Transactions.
The information set forth in the section of the Proxy Statement
entitled "Information About ASB - Interest of Certain Persons in Matters to
be Acted Upon" is incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going Private Transaction.
The information set forth in the sections of the Proxy Statement
entitled "Stock Splits Proposal - Recommendation of the Board," "Special
Factors - Fairness of the Stock Splits" and "Meeting and Voting Information
- - Quorum and Required Vote" is incorporated herein by reference.
(e) Recommendations of Others.
The information set forth in the sections of the Proxy Statement
entitled "Stock Splits Proposal - Recommendation of the Board" and "Special
Factors - Fairness of the Stock Splits" is incorporated herein by
reference.
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Item 13. Financial Information.
(a) Financial Information.
(1) The information and financial statements set forth under
Part II, Item 7, entitled "Financial Statements" of ASB's
Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2004, are incorporated herein by reference. The
information and financial statements set forth in the
section of the Proxy Statement entitled "Financial
Information" is incorporated by reference.
(2) The information and financial statements set forth under
Part I, Item 1, entitled "Financial Statements" of ASB's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 2004, are incorporated herein by reference.
The information and financial statements set forth in the
section of the Proxy Statement entitled "Financial
Information" is incorporated by reference.
(3) Not applicable.
(4) The information set forth in the section of the Proxy
Statement entitled "Financial Information" is
incorporated herein by reference.
(b) Pro Forma Information.
The information set forth in the section of the Proxy Statement
entitled "Financial Information - Pro Forma Financial Information" is
incorporated herein by reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations.
The information set forth in the section of the Proxy Statement
entitled "Meeting and Voting Information - Solicitation and Costs" is
incorporated herein by reference.
(b) Employees and Corporate Assets.
The information set forth in the section of the Proxy Statement
entitled "Meeting and Voting Information - Solicitation and Costs" is
incorporated herein by reference.
Item 15. Additional Information.
All of the information set forth in the Proxy Statement and each
Exhibit attached thereto is incorporated herein by reference.
8
Item 16. Exhibits.
(a) (i) Revised Preliminary Proxy Statement and Form of Proxy for
the Special Meeting of Shareholders of ASB Financial
Corp.*
(ii) Form of Reverse Stock Split Amendment to the Articles of
Incorporation, as amended, of ASB Financial Corp.*
(iii) Form of Forward Stock Split Amendment to the Articles of
Incorporation, as amended, of ASB Financial Corp.*
(b) Not applicable.
(c) Fairness Opinion of Keller & Company, Inc.*
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
* Incorporated by reference to ASB's revised preliminary Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on May 4, 2005.
9
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.
Dated: May 4, 2005
ASB FINANCIAL CORP.
By: /s/ Robert M. Smith
--------------------------------
Name: Robert M. Smith
Title: President
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EXHIBIT INDEX
Exhibit
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(a)(i) Revised Preliminary Proxy Statement and Form of Proxy for the
Special Meeting of Shareholders of ASB Financial Corp.*
(a)(ii) Form of Reverse Stock Split Amendment to the Articles of
Incorporation, as amended, of ASB Financial Corp.*
(a)(iii) Form of Forward Stock Split Amendment to the Articles of
Incorporation, as amended, of ASB Financial Corp.*
(c) Fairness Opinion of Keller & Company, Inc.*
* Incorporated by reference to ASB's revised preliminary Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on May 4, 2005.
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