SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
TRI-COUNTY BANCORP, INC.
------------------------
(Name of Issuer)
TRI-COUNTY BANCORP, INC.
------------------------
(Name of Person(s) Filing Statement)
Common Stock, $.10 par value
----------------------------
(Title of Class of Securities)
895452 10 0
-------------------------------------
(CUSIP Number of Class of Securities)
Robert L. Savage
Tri-County Bancorp, Inc.
2201 Main Street
Torrington, Wyoming 82240 (307) 532-2111
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
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 1993.
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: [ ]
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of filing fee
$4,382,000 $876.40
- --------------------------------------------------------------------------------
*For purposes of calculating the filing fee only. This assumes the purchase
of 313,000 shares of common stock of the Issuer at the maximum tender offer
price per share of $14.00. The amount of the filing fee, calculated in
accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934,
equals 1/50th of one percentum of the value of the shares to be purchased.
[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: 876.40 Filing Party: Tri-County Bancorp, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: October 20, 1998
This Rule 13E-3 Transaction Statement is being filed by Tri-County
Bancorp, Inc., a Wyoming corporation (the "Company") in connection with the
issuer tender offer to be made by the Company to its stockholders to purchase up
to 313,000 shares of its outstanding Common Stock, par value $0.10 per share
(the "Shares") at prices of not greater than $14.00 nor less than $11.00 per
Share net to the Seller in cash, upon the terms and subject to the conditions
set forth in the Company's Offer to Purchase, dated October 23, 1998 (the "Offer
to Purchase") and in the accompanying Letter of Transmittal, which together
constitute the "Offer," copies of which are filed as Exhibits (d)(1) and (d)(2)
hereto, respectively. Unless otherwise indicate, all references in this
Statement are to the Offer to Purchase.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Schedule 13E-4
filed by the Company with the Securities and Exchange Commission concurrently
herewith required to be included in response to the items of this Statement. The
information in such Schedule 13E-4 is hereby expressly incorporated herein by
reference. A copy of such Schedule 13E-4 of the Company (excluding exhibits) is
attached hereto as Exhibit (f)(1).
CROSS REFERENCE SHEET
Item in Location in
Schedule 13E-3 Schedule 13E-4
-------------- --------------
Item 1(a) Item 1(a)
Item 1(b) Item 1(b)
Item 1(c) Item 1(c)
Item 1(d) *
Item 1(e) *
Item 1(f) *
Item 2 Item 1(d)
Item 3 *
Item 4 *
Item 5 Item 3
Item 6 Item 2
Item 7 Item 3
Item 8 *
Item 9 *
Item 10(a) *
Item 10(b) Item 4
Item 11 Item 5
Item 12 *
Item 13 *
Item 14 Item 7
Item 15(a) *
Item 15(b) Item 6
Item 16 Item 8
Item 17 Separately included herewith
- -----------------
* This Item is inapplicable or the answer thereto is in the negative.
2
1. Issuer and Class of Security Subject to the Transaction.
(a) The name of the issuer is Tri-County Bancorp, Inc. Its principal
executive office is at 2201 Main Street, Torrington, Wyoming 82240.
(b) The title, amount of securities outstanding of the class of securities
which is the subject of this Schedule 13E-3 and the approximate number
of holders of record of such class are set forth in the section titled
"INTRODUCTION" in the Offer to Purchase, which is incorporated herein
by reference.
(c) The principal market in which the securities are being traded and the
high and low bid quotations are set forth in the section titled "THE
OFFER -- Price Range of Shares; Dividends" in the Offer to Purchase,
which is incorporated herein by reference.
(d) Information as to dividends paid by the Company and the effect on the
ability to pay future dividends is set forth in the section titled
"THE OFFER -- Price Range of Shares; Dividends" in the Offer to
Purchase, which is incorporated herein by reference.
(e) No underwritten public offering of the Company's securities has been
made by the persons filing this Statement during the past three years.
(f) Information required by this paragraph of Item 1 is set forth in
Schedule A -- Previous Stock Repurchases" in the Offer to Purchase,
which information is incorporated herein by reference.
2. Identity and Background.
(a-d) and (g) This Statement is being filed by the Company and the Trust.
The information set forth in the section titled
"INTRODUCTION" and in Schedule A to the Offer to Purchase
are incorporated herein by reference.
(e-f) Neither the Company, nor, to the best of the Company's
knowledge, any of the persons listed in Schedule A to the
Offer to Purchase, has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
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 such laws.
3. Past Contacts, Transactions or Negotiations.
(a-b) The information required by this Item is set forth in the
sections titled "INTRODUCTION," "SPECIAL FACTORS --
Background of the Offer," "SPECIAL FACTORS -- Fairness of
the Transaction," "SPECIAL FACTORS - - Interests of
Directors and Executive Officers; Transactions and
Arrangements Concerning Shares," and "THE OFFER -- Certain
Information Concerning the
3
Company" in the Offer to Purchase, each of which is
incorporated herein by reference.
4. Terms of the Transaction.
(a) The material terms of the Offer are described in the sections
titled "INTRODUCTION" and "THE OFFER" in the Offer to Purchase,
each of which is incorporated herein by reference.
(b) There are no terms or arrangements concerning the Offer relating
to any stockholder of the Company which are not identical to
those relating to other holders of Shares, except as set forth in
the sections titled "INTRODUCTION" and "SPECIAL FACTORS --
Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Shares" in the Offer to Purchase, each of
which is incorporated herein by reference.
5. Plans or Proposals of the Issuer or Affiliate.
The Company's plans or proposals regarding (a) the sale of
assets is set forth in the section titled "SPECIAL FACTORS
-- Plans for the Company after the Offer"; (b) a change in
the present dividend rate or policy and the indebtedness of
the Company is set forth in the section titled "SPECIAL
FACTORS -- Certain Effects of the Offer," and (c) causing a
class of equity securities to be delisted, eligible for
termination of registration and the suspension of the
issuer's obligation to file reports is set forth in the
sections titled "SPECIAL FACTORS - - Certain Effects of the
Offer" and "THE OFFER -- Effects of the Offer on the Market
for Shares; Registration under the Exchange Act" in the
Offer to Purchase, each of which is incorporated herein by
reference.
There are no plans or proposals regarding (a) the
acquisition of additional securities of the issuer, (b) an
extraordinary corporate transaction, (c) any change in the
Board of Directors, (d) any change in the issuer's corporate
structure or (e) any change in the issuer's organizational
documents which may impede control of the issuer.
6. Source and Amount of Funds or Other Consideration.
(a) Information as to the source and amount of funds to be used
and (c-d) in the Rule 13e-3 transaction is set forth in the section
titled "THE OFFER -- Source and Amount of Funds" in the
Offer to Purchase, which is incorporated herein by reference.
(b) Information as to the itemized expenses to be incurred in
connection with the Offer is set forth in the section titled
"THE OFFER -- Fees and Expenses" in the Offer to Purchase,
which is incorporated herein by reference.
4
7. Purposes, Alternatives, Reasons and Effect.
(a) The purpose of the Offer and the reason for its structure is
and (c) set forth in the sections titled "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Offer" and "SPECIAL FACTORS --
Purposes of and Reasons for the Offer" in the Offer to
Purchase, each of which is incorporated herein by reference.
(b) No alternative means were considered to accomplish the
purposes referenced to in (a) above.
(d) The effects of the Rule 13e-3 transaction is set forth in
the sections titled "INTRODUCTION," "SPECIAL FACTORS --
Fairness of the Offer," "SPECIAL FACTORS -- Certain Effects
of the Offer," "THE OFFER -- Effect of the Offer on the
Market for Shares; Registration under the Exchange Act" and
"THE OFFER -- Certain Information Concerning the Company,"
and the tax consequences are set forth in "SPECIAL FACTORS
-- Certain Federal Income Tax Consequences" and "THE OFFER
-- Certain Information Concerning the Company" in the Offer
to Purchase, each of which is incorporated herein by
reference.
8. Fairness of the Transaction.
The information required by this Item is set forth in the
sections titled "SPECIAL FACTORS -- Fairness of the Offer"
and "SPECIAL FACTORS -- Opinion of Financial Advisor" in the
Offer to Purchase, each of which is incorporated herein by
reference.
9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) All reports, opinions and appraisals received by the
and (b) Company areset forth and (b) in the section titled "SPECIAL
FACTORS -- Fairness of the Offer" and "SPECIAL FACTORS --
Opinion of Financial Advisor" in the Offer to Purchase,
which is incorporated herein by reference.
(c) The written opinion referred to in Item 9(a) is available
for inspection at the principal executive offices of the
Company by any interested stockholder of the Company or his
representative that has been so designated in writing.
Copies of such opinions and materials will be transmitted by
the Company to any interested stockholder or his
representative that has been so designated in writing upon
the written request and at the expense of the requesting
stockholder.
10. Interest in Securities of the Issuer.
The information required by this Item regarding ownership by
the issuer's officers and directors and its affiliates and
transactions in Shares in the past 60 days is set forth in
Schedule A to the Offer to Purchase, which is incorporated
herein by reference.
5
11. Contracts, Arrangements or Understandings with Respect to the Issuer's
Securities.
There are no contracts, agreements or understandings with
respect to the issuer's securities which would be required
to be disclosed pursuant to Item 11.
12. Present Intention and Recommendation of Certain Persons with Regard to the
Transaction.
(a) The information required by this paragraph is set forth in
the section titled "SPECIAL FACTORS -- Interest of Directors
and Executive Officers; Transactions and Arrangements
Concerning Shares" in the Offer to Purchase, which is
incorporated herein by reference.
(b) Information regarding recommendations with respect to the
Offer is set forth in the sections titled "INTRODUCTION" and
"SPECIAL FACTORS -- Purposes of and Reasons for the Offer"
in the Offer to Purchase, each of which is incorporated
herein by reference.
13. Other Provisions of the Transactions.
(a) No appraisal rights will be available in connection with the
Offer.
(b) No provision has been made in connection with the Offer to
allow unaffiliated stockholders of the Company to obtain
access to the files of the Company.
(c) No exchange of debt securities is involved.
14. Financial Information.
Audited financial statements for the years ended December
31, 1997 and 1996 and unaudited financial statements for the
six months ended June 30, 1998 and 1997, are set forth on
page II-1 to II-28 of the Offer to Purchase and are
incorporated herein by reference. Certain other summary
financial information is set forth in the section titled
"THE OFFER -- Certain Information Concerning the Company" in
the Offer to Purchase which is incorporated herein by
reference.
15. Persons and Assets Employed, Retained or Utilized.
(a) The use of corporate assets in connection with the Offer is
set forth in the section titled "THE OFFER -- Source and
Amount of Funds" in the Offer to Purchase, which is
incorporated herein by reference.
(b) The information required by this paragraph is set forth in
the sections titled "INTRODUCTION," "SPECIAL FACTORS --
Opinion of Financial Advisor" and "THE OFFER -- Fees and
Expenses" in the Offer to Purchase, each of which is
incorporated herein by reference.
6
16. Additional Information.
Additional information concerning the Offer is set forth in
the Offer to Purchase, which is incorporated herein by
reference in its entirety.
17. Material to be filed as Exhibits.
(a) Not applicable
(b)(1) Opinion of Charles Webb & Company dated October 16,
1998 delivered to the Board of Directors and the
Special Committee of the Board (the "Special
Committee") (See Annex I to Exhibit (d)(1) included
herein)
(c) Not applicable
(d)(1) Offer to Purchase dated October 23, 1998
(d)(2) Letter of Transmittal*
(d)(3) Notice of Guaranteed Delivery
(d)(4) Letter from Securities Dealers, Commercial Banks and
Trust Companies to their Clients
(d)(5) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees
(d)(6) Letter to Stockholders dated October 23, 1998 from
Robert L. Savage, President and Chief Executive
Officer of the Company
(d)(7) Letter to Participants in the Tri-County Federal
Savings Bank Employee Stock Ownership Plan
(d)(8) Question and Answer Brochure
(e) Not applicable
(f)(1) Schedule 13E-4 of the Company dated October 20,
1998 (excluding exhibits)
(f)(2) Press Release issued by the Company on October 20,
1998.
- --------------------
* To be filed by amendment.
7
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: October 20, 1998 Tri-County Bancorp, Inc.
By: /s/ Robert L. Savage
---------------------------
Name: Robert L. Savage
Title: President
8
EXHIBIT INDEX
Exhibit
- -------
(a) Not applicable.
(b)(1) Opinion of Charles Webb & Company dated October 16, 1998
delivered to the Board of Directors and the Special Committee
of the Board (the "Special Committee") (See Annex I to Exhibit
(d)(1) included herein)
(c) Not applicable.
(d)(1) Offer to Purchase dated October 23, 1998
(d)(2) Letter of Transmittal*
(d)(3) Notice of Guaranteed Delivery
(d)(4) Letter from Securities Dealers, Commercial Banks and Trust
Companies to their Clients
(d)(5) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees
(d)(6) Letter to Stockholders dated October 23, 1998 from Robert L.
Savage, President and Chief Executive Officer of the Company
(d)(7) Letter to Participants in the Tri-County Federal Savings Bank
Employee Stock Ownership Plan
(d)(8) Question and Answer Brochure
(e) Not applicable
(f)(1) Schedule 13E-4 of the Company dated October 20, 1998
(excluding exhibits)
(f)(2) Press Release issued by the Company on October 20, 1998
- --------------------
* To be filed by amendment.
9