1
UNITED STATES
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
FINAL AMENDMENT
Chester Bancorp, Inc.
----------------------
(Name of Subject Company (Issuer) and Filing Person (Offeror))
COMMON STOCK, $1.00 PAR VALUE
-----------------------------
(Title of Class of Securities)
164903106
---------
(CUSIP Number of Class of Securities)
Michael W. Welge,
Chairman, President and Chief Financial Officer
Chester Bancorp, Inc.
1112 State Street
Chester, Illinois 62233
(800) 851-5371
--------------
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing persons)
with a copy to:
John M. Welge, Esq.
Bryan Cave LLP
One Metropolitan Sq. Ste 3600
St. Louis MO 63102
(314) 259-2591
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee:
$4,849,584 $969.92
*Calculated solely for purposes of determining the filing fee, in accordance
with Rule 0-11 of the Securities Exchange Act of 1934. This calculation assumes
the purchase of 273,216 shares of Common Stock of Chester Bancorp, Inc. at the
maximum tender offer purchase price of $17.75 per share in cash.
2
[X] Check the box if any part of the fee is offset as provided by Rule 011 Rule
011(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: $887.50 Form or Registration Number: Schedule TO-1
Filing Party: Chester Bancorp, Inc. Date Filed: July 10, 2001
[ ] 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.
[ ] 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 a tender offer: [X]
This Amendment supplements and amends the Tender Offer Statement on Schedule TO
filed on July 10, 2001, as amended by Amendment No. 1 filed on July 27, 2001,
related to the issuer tender offer of Chester Bancorp, Inc., a Delaware
corporation, to purchase up to 250,000 shares of its Common Stock, $1.00 par
value, at a price of $17.75 per share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated July 10, 2001 (the "Offer to Purchase"), and in the related
Letter of Transmittal, which, as amended or supplemented from time to time,
together constitute the tender offer.
The information in the Offer to Purchase is hereby incorporated by reference in
response to all the items of this Schedule TO, as amended by Amendment No. 1
thereto and this Final Amendment.
Item 4. TERMS OF THE TRANSACTION.
Item 4 of Schedule TO is hereby amended and supplemented as follows:
The tender offer expired at 5:00 p.m., Central Daylight Time, on August 15,
2001. In accordance with the Offer to Purchase, Chester Bancorp increased the
number of shares subject to the tender offer by 23,216 shares, or approximately
1.8% of its outstanding shares. A total number of 273,216 shares of the Common
Stock of Chester Bancorp, Inc. were validly tendered, not withdrawn and accepted
for purchase by Chester Bancorp, Inc. at a purchase price of $17.75 per share.
Item 11. ADDITIONAL INFORMATION.
Item 11 of Schedule TO is hereby amended and supplemented as follows:
On August 16, 2001, Chester Bancorp, Inc. issued a press release announcing the
final results of the tender offer, a copy of which is filed as Exhibit (a)(9) to
this Final Amendment to Schedule TO and is incorporated herein by reference.
3
Item 12. EXHIBITS.
Item 12 of Schedule TO is hereby amended and supplemented by adding the
following Exhibit:
(a)(9) Press Release, dated August 16, 2001.
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.
Date: August 17, 2001
Chester Bancorp, Inc.
by: /s/ Michael W. Welge
--------------------------
Michael W. Welge
Chairman, President and
Chief Financial Officer