SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
CRAZY WOMAN CREEK BANCORP INCORPORATED
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(Name of Subject Company)
CRAZY WOMAN CREEK BANCORP INCORPORATED
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(Name of Filing Persons -- Offeror)
COMMON STOCK, PAR VALUE $.10 PER SHARE
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(Title of Class of Securities)
225233 10 5
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(CUSIP Number of Class of Securities)
Mr. Gary J. Havens President and
Chief Executive Officer
106 Fort Street, Buffalo, Wyoming, 82834
(307) 684-5591
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
Copies to:
John J. Spidi, Esq.
Jennifer E. Martella, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W., Suite 340 West
Washington, D.C. 20005
(202) 434-4660
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ].
SCHEDULE TO
This Amendment Number 1 amends and supplements the Tender Offer
Statement on Schedule TO dated October 3, 2003 (the "Schedule TO") relating to
an issuer tender offer by Crazy Woman Creek Bancorp Incorporated, a Wyoming
corporation, to purchase up to 350,000 shares of its common stock, par value
$0.10 per share. Crazy Woman Creek Bancorp Incorporated is offering to purchase
these shares at a price not greater than $18.25 nor less than $16.00 per share,
net to the seller in cash, without interest, as specified by shareholders
tendering their shares. Crazy Woman Creek Bancorp Incorporated's tender offer is
made upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated October 3, 2003 and the related Letter of Transmittal, which, as
amended or supplemented from time to time, together constitute the tender offer
and copies of which were attached to the Schedule TO dated October 3, 2003 as
Exhibits (a)(1) and (a)(2), respectively.
All of the information in the Offer to Purchase and the related letter
of transmittal is hereby incorporated by reference in answer to Items 1 through
13 of the Schedule TO.
In addition to the foregoing amendments to the Offer to Purchase, we
have revised the last paragraph on page 6 of the Offer to Purchase under the
caption "Forward Looking Statements" as follows:
All subsequent written and oral forward-looking statements concerning
our offer or other matters addressed in this document and attributable
to us or any person acting on our behalf are qualified by these
cautionary statements.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented as
follows:
(a) Material Terms. The information set forth in the Offer to Purchase
is revised as follows:
(1) The fourth and fifth bullet points on page 32 of the Offer
to Purchase under "The Offer - 6. Conditions of Our Offer" are revised as
follows:
o any significant decrease in the market price of our
common stock or any significant or material adverse
change in the general political, market, economic or
financial conditions in the United States or abroad
that could, in our reasonable judgment, have a
material adverse effect on our business, operations
or prospects or the trading of our common stock; or
o any significant or material change or changes in the
business, financial condition, assets, income,
operations, prospects or stock ownership of us or our
subsidiaries that, in our reasonable judgment, is or
may be material and adverse to us or our
subsidiaries.
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(2) The first full paragraph on page 43 of the Offer to
Purchase under the caption "The Offer - 12. Extension of Our Offer; Termination;
Amendment" is revised to reference Mountain Time as follows:
Subject to compliance with applicable law, we further reserve
the right, in our sole discretion, and regardless of whether
or not any of the events or conditions described under "The
Offer - 6. Conditions of Our Offer" have occurred or are
deemed by us to have occurred, to amend our offer in any
respect, including, without limitation, by decreasing or
increasing the consideration offered in our offer to holders
of shares or by decreasing or increasing the number of shares
being sought in our offer. Amendments to our offer may be made
at any time and from time to time by public announcement, such
announcement, in the case of an extension, to be issued no
later than 9:00 a.m., Mountain Time, on the next business day
after the last previously scheduled or announced expiration
date.
(3) The first full paragraph on page 41 of the Offer to
Purchase under the caption "The Offer - 9. Information About Us and Our Shares."
"Additional Information" is revised to read as follows:
The reports, statements and other information (including any
exhibits, amendments or supplements to such documents) we file
may be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material can also be
obtained by mail, upon payment of the SEC's customary charges,
by writing to the Public Reference Section at 450 Fifth
Street, N.W., Washington, D.C. 20549. The SEC also maintains a
web site on the Internet at http://www.sec.gov that contains
reports, proxy and information statements and other
information regarding registrants that file electronically
with the SEC.
(4) The third full paragraph on page 41 of the Offer to
Purchase under the caption "The Offer - 9. Information About Us And Our Shares."
and "Incorporation by Reference" is revised to read as follows:
We incorporate these documents by reference. Those documents
include periodic reports, such as annual reports on Form
10-KSB, quarterly reports on Form 10-QSB and current reports
on Form 8-K, as well as proxy statements.
(5) The Third full paragraph on page 23 of the Offer to
Purchase under the Caption "The Offer 1. Number of Shares; Price; Priority of
Purchase" is deleted in its entirety. The text of the deleted paragraph is as
follows:
We also reserve the right, but will not be obligated, to
purchase all shares properly tendered by any shareholder who
tenders all shares owned beneficially or of record at or
below the purchase price and who, as a result of proration,
would then own a total of fewer than 100 shares. If we
exercise this right, it will increase the number of shares
that we are offering to purchase in our offer by the number
of shares purchased through the exercise of this right,
subject to applicable law.
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 13 of the Schedule TO is hereby amended and supplemented
as follows:
SCHEDULE 13E-3, ITEM 8. FAIRNESS OF TRANSACTION.
(b) Factors Considered in Determining Fairness. The information
contained in the Offer to Purchase under the caption "Special
Factors - 3. Fairness of the Offer" beginning on page 9 is
hereby revised as follows:
(1) Subsection (ii) under "Fairness of the Offer" is revised
as follows:
(ii) Our over-capitalization resulting from our
inability to fully deploy all the capital we obtained
from our public offering in 1996 due to the economic
conditions of our primary market area and the trend
in declining levels of net income during the past
five years, including decreasing earnings per share
for the years ended September 30, 1998 through 2002.
(2) Subsection (iv) under "Fairness of the Offer" is revised
as follows:
(iv) Our offer price per share exceeds recent trading
prices by approximately 8% at the low end of our
range and 23% at the high end of our offer range and
estimated trading values and, therefore, provides an
immediate increase in shareholder value. See "Special
Factors - 4. Opinion of Financial Advisor."
(3) Subsection (v) under "Fairness of the Offer" is revised as
follows:
(v) Various financial ratios of ours compared to
those of comparable companies, including: investment
securities/assets; loans/assets; deposits/assets;
borrowings/assets; GAAP tangible capital; Tier I Capital;
total capital; nonperforming assets plus 90 days/ assets; loan
loss reserves/nonperforming assets plus 90 days; net charge
offs/ average loans; asset, loan and deposit growth; core ROAA
and ROAE; net interest margin and efficiency ratio;
non-interest income/average assets; and non-interest
expense/average assets. Most significantly, however, were
the results from the comparisons of return on equity and
equity-to-assets ratio. See "Special Factors - 4. Opinion of
Financial Advisor."
(4) The last full paragraph on page 10 of the Offer to
Purchase is revised as follows:
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The Board of Directors has approved the offer. The non-employee
directors, who comprise a majority of the Board of Directors, have
approved the offer and have not retained an unaffiliated representative
to act solely on behalf of the unaffiliated shareholders for purposes
of negotiating terms of the offer. The offer does not require the
approval of a majority of unaffiliated shareholders. Despite the lack
of an unaffiliated representative acting solely on behalf of the
unaffiliated shareholders and despite the fact that our offer is not
structured to require the approval of the unaffiliated shareholders, we
believe that our offer is procedurally fair to unaffiliated
shareholders, in addition to being substantively fair with respect to
the pricing range offered. We base those beliefs on the unanimous
approval of our offer by all of our non-employee directors, who
comprise the entire Board, and on the following factors: (i) that the
offer allows shareholders to choose a price within a range established
by us at which they are willing to tender; (ii) that shareholders are
not compelled to tender; (iii) shareholders are provided with full
disclosure of the terms and conditions of the offer; and (iv) that
shareholders are afforded sufficient time to consider the offer.
SCHEDULE 13E-3, ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) Report, Opinion or Appraisal. The third full paragraph on page
11 of the Offer to Purchase at subsection (vi) is supplemented
as follows:
In rendering its opinion, Janney Montgomery Scott has
reviewed, analyzed and relied upon material relating to our
financial and operating condition, including among other
things, the following: (i) a draft of a Schedule TO relating
to the proposed tender offer dated October 3, 2003, which
Janney Montgomery Scott assumed would correspond in all
material respects to the Schedule TO as filed with the
Securities and Exchange Commission; (ii) the Annual Reports to
Stockholders and Annual Reports on Form 10-K for the three
years ended September 30, 2002; (iii) certain Quarterly
Reports on Form 10- Q and certain other communications from us
to our stockholders; (iv) the most recent regulatory safety
and soundness report, compliance report and Community
Reinvestment Act Report; (v) the internal loan classification
list, OREO list and delinquency list; (vi) the income
statement and balance sheet projections for the remainder of
fiscal 2003, detailed balance sheet and income statement
budget for fiscal 2004 through fiscal 2009; (vii) details on
the ESOP, and stock option plans; and (viii) other financial
information concerning our business and operations furnished
by us to Janney Montgomery Scott for purposes of their
analysis. In addition, Janney Montgomery Scott discussed with
management our operating performance and future prospects,
primarily with respect to the current level of our earnings
and future expected operating results.
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SIGNATURES
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: October 16, 2003.
CRAZY WOMAN CREEK BANCORP INCORPORATED
By: /s/Gary J. Havens
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Gary J. Havens
President and Chief Executive Officer