UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED BANCORPORATION OF ALABAMA, INC.
(Name of Subject Company (Issuer))
UNITED BANCORPORATION OF ALABAMA, INC.
(Name of Filing Person, the Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
N/A
---
(CUSIP Number of Class of Securities)
Robert R. Jones, III
President and Chief Executive Officer
United Bancorporation of Alabama, Inc.
Post Office Box 8
Atmore, Alabama 36504
(251) 368-2525
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of filing persons)
with a copy to:
James Dale Smith, Esq.
Armbrecht Jackson LLP
Post Office Box 290
Mobile, Alabama 36601
(251) 405-1300
CALCULATION OF FILING FEE
<Table>
<Caption>
Transaction Value* Amount of Filing Fee
------------------ --------------------
$999,750 $91.98
</Table>
*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 32,250 shares of Common Stock of United Bancorporation of
Alabama, Inc. at the tender offer purchase price of $31.00 per share in cash.
[ ] Check the 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: N/A Form or Registration Number: N/A
Filing Party: N/A Date Filed: N/A
[ ] 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: [ ]
This Tender Offer Statement on Schedule TO relates to the issuer tender offer of
United Bancorporation of Alabama, Inc., a Delaware corporation, to purchase up
to 32,250 shares of its Class A Common Stock, $0.01 par value per share. United
Bancorporation of Alabama, Inc. is offering to purchase these shares at a price
of $31.00, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated April 12,
2002 (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. This Tender Offer Statement on Schedule TO is intended to satisfy the
reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of
1934, as amended.
The information in the Offer to Purchase is hereby incorporated by reference in
response to all the items of this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information under the heading Summary Term Sheet in the Offer to Purchase is
incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
The name of the subject company is United Bancorporation of Alabama, Inc. The
address and telephone number of its principal executive offices are: 200 East
Nashville Avenue, Atmore, Alabama 36502; (251) 368-2525.
The subject securities are Class A Common Stock, $0.01 par value, of United
Bancorporation of Alabama, Inc. The number of shares of the subject securities
outstanding as of March 29, 2002, is 1,098,352.
Information about the trading market and price of the subject securities under
"Section 7. Shares, Trading Price and Dividend Information" of the Offer to
Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The filing person is the subject company.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Information about the terms of the transaction under "Section 1. Number of
Shares; Priority of Purchases; Odd Lots; Proration," "Section 2. Purpose of the
Offer; Certain Effects of the Offer," "Section 3. Procedure for Tendering
Shares," "Section 4. Purchase of Shares and Payment of the Purchase Price;
Acceptance," "Section 5. Withdrawal Rights," "Section 6. Material Federal Income
Tax Consequences," "Section 10. Effect of Offer on Market for Shares;
Registration under the 1934 Act," "Section 12. Certain Conditions of this
Offer," "Section 13. Cancellation, Extension, Termination and Amendment,"
"Section 14. Fees and Expenses" and "Section 15. Source and Amount of Funds" of
the Offer to Purchase is incorporated herein by reference. There will be no
material differences in the rights of security holders as a result of this
transaction.
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(b) The subject company will purchase shares of the subject securities validly
tendered and not withdrawn by its stockholders, including stockholders who may
be officers, directors or affiliates of the subject company, on the terms and
subject to the conditions contained in the Offer to Purchase and the related
Letter of Transmittal.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information under "Section 8. Information About Us" and "Section 9.
Information about our Directors, Executive Officers and Major Stockholders" of
the Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information about the purpose of the transaction under "Section 2. Purpose
of the Offer; Certain Effects of the Offer" of the Offer to Purchase is
incorporated herein by reference.
The information about plans or proposals under "Section 8. Information About Us"
of the Offer to Purchase is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information under "Section 15. Source and Amount of Funds" of the Offer to
Purchase is incorporated herein by reference. None of the funds are expected to
be borrowed.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information under "Section 9. Information about our Directors, Executive
Officers and Major Stockholders" of the Offer to Purchase is incorporated herein
by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information under "Section 14. Fees and Expenses" and "Section 16.
Miscellaneous" of the Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
The consideration in the Offer consists solely of cash. The Offer is not subject
to any financing condition and the Offeror is a public reporting company under
Section 13(a) or 15(d) of the Act that files reports electronically on EDGAR.
The information under "Section 8. Information About Us" of the Offer to Purchase
is incorporated herein by reference as to how financial disclosure documents can
be obtained.
ITEM 11. ADDITIONAL INFORMATION.
The information under "Section 9. Information about our Directors, Executive
Officers and Major Stockholders" and "Section 11. Certain Legal Matters" of the
Offer to Purchase is incorporated herein by reference.
(a)(1) The information under "Section 9. Information about our
Directors, Executive Officers and Major Stockholders" of the
Offer to Purchase is incorporated herein by reference.
(a)(2) None.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) None.
(b) None.
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ITEM 12. EXHIBITS.
The following exhibits are submitted herewith:
(a): (a)(1) Form of Offer to Purchase dated April 12, 2002
(a)(2)(A) Form of Letter of Transmittal with Substitute Form
W-9
(a)(2)(B) Form of Letter to Stockholders dated April 12, 2002
from the President and Chief Executive Officer of United
Bancorporation of Alabama, Inc.
(a)(3) Not Applicable
(a)(4) Not Applicable
(b) None
(c) None
(d)(1) 1998 Stock Option Plan of United Bancorporation of Alabama,
Inc. (incorporated by reference herein from Exhibit 10.3 to
United Bancorporation of Alabama, Inc.'s Quarterly Report on
Form 10-Q for the Quarter Ended March 31, 1999).
(d)(2) 1999 Employee Stock Purchase Plan of United Bancorporation of
Alabama, Inc. (incorporated herein by reference from Appendix
A to United Bancorporation of Alabama, Inc.'s definitive proxy
statement dated April 10, 2000).
(d)(3) Form of Employment Agreement between United Bank and Robert R.
Jones, III (incorporated by reference herein from Exhibit 10.1
to United Bancorporation of Alabama, Inc.'s Annual Report on
Form 10-K405 for the fiscal year ended December 31, 1997).
(d)(4) Supplemental Agreement between United Bank, United
Bancorporation of Alabama, Inc. and Robert R. Jones, III
(incorporated by reference herein from Exhibit 10.2 to United
Bancorporation of Alabama, Inc.'s Annual Report on Form
10-K405 for the fiscal year ended December 31, 1998).
(d)(5) Supplemental Compensation and Amendment Agreement between
United Bank and Robert R. Jones, III (incorporated by
reference herein from Exhibit 10.5 to United Bancorporation of
Alabama, Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 2001).
(e)-(h) None or not applicable
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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: April 12, 2002
UNITED BANCORPORATION OF ALABAMA, INC.
By: /s/ Robert R. Jones, III
--------------------------------------
Robert R. Jones, III
President and Chief Executive Officer
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INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a): (a)(1) Form of Offer to Purchase dated April 12, 2002
(a)(2)(A) Form of Letter of Transmittal with Substitute Form
W-9
(a)(2)(B) Form of Letter to Stockholders dated April 12, 2002
from the President and Chief Executive Officer of United
Bancorporation of Alabama, Inc.
(a)(3) Not Applicable
(a)(4) Not Applicable
(b) None
(c) None
(d)(1) 1998 Stock Option Plan of United Bancorporation of Alabama,
Inc. (incorporated by reference herein from Exhibit 10.3 to
United Bancorporation of Alabama, Inc.'s Quarterly Report on
Form 10-Q for the Quarter Ended March 31, 1999).
(d)(2) 1999 Employee Stock Purchase Plan of United Bancorporation of
Alabama, Inc. (incorporated herein by reference from Appendix
A to United Bancorporation of Alabama, Inc.'s definitive proxy
statement dated April 10, 2000).
(d)(3) Form of Employment Agreement between United Bank and Robert R.
Jones, III (incorporated by reference herein from Exhibit 10.1
to United Bancorporation of Alabama, Inc.'s Annual Report on
Form 10-K405 for the fiscal year ended December 31, 1997).
(d)(4) Supplemental Agreement between United Bank, United
Bancorporation of Alabama, Inc. and Robert R. Jones, III
(incorporated by reference herein from Exhibit 10.2 to United
Bancorporation of Alabama, Inc.'s Annual Report on Form
10-K405 for the fiscal year ended December 31, 1998).
(d)(5) Supplemental Compensation and Amendment Agreement between
United Bank and Robert R. Jones, III (incorporated by
reference herein from Exhibit 10.5 to United Bancorporation of
Alabama, Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 2001).
(e)-(h) None or not applicable
</Table>
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