SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
Amendment No.4 - Final Amendment
to
Schedule 13E-3
STATE OF FRANKLIN BANCSHARES, INC.
(Name of the Issuer)
State of Franklin Bancshares, Inc.
Charles E. Allen, Jr.
Randal R. Greene
Charles E. Allen, Sr., M.D.
Vance W. Cheek
Kenneth E. Cutshall, M.D.
Stephen K. Gross
Alan R. Hubbard
Donald R. Jeanes
Verrill M. Norwood, Jr.
Cameron E. Perry
Richard S. Venable
Henry Jack Williams, M.D.
(Name of Person(s) Filing Statement)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
1
Charles E. Allen, Jr.
Chairman and Chief Executive Officer
State of Franklin Bancshares, Inc.
1907 North Roan Street
Johnson City, Tennessee 37604
(423) 232-4400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
With Copies To:
Linda M. Crouch-McCreadie, Esq.
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
207 Mockingbird Lane, Suite 300
Johnson City, Tennessee 37604
(423) 928-0181
This statement is filed in connection with (check the appropriate box):
a. [X] 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: [X]
2
INTRODUCTION
This Amendment No. 4 - Final Amendment to Rule 13e-3 Transaction Statement (the
"Statement") on Schedule 13E-3 (the "Schedule 13E-3") is being filed by State of
Franklin Bancshares, Inc., a Tennessee corporation ("State of Franklin" or the
"Company"), Charles E. Allen, Jr., Randal R. Greene, Charles E. Allen, Sr.,
M.D., Vance W. Cheek, Kenneth E. Cutshall, M.D., Stephen K. Gross, Alan R.
Hubbard, Donald R. Jeanes, Verrill M. Norwood, Jr., Cameron E. Perry, Richard S.
Venable and Henry Jack Williams, M.D. (collectively, the "Individuals"), who are
the directors and executive officers of the Company pursuant to Section 13(e) of
the Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder in
connection with the Agreement and Plan of Merger dated as of April 13, 2005 (the
"Merger Agreement"), by and between the Company and State of Franklin Merger
Corp. State of Franklin Merger Corp. is not a filing party of this Amendment No.
4 because it was merged with and into the Company, with the Company as the
surviving corporation, effective September 28, 2005.
This Amendment No. 4 to Schedule 13E-3 is being filed as a final amendment to
Schedule 13E-3 to report the results of the Rule 13E-3 transaction described
herein pursuant to the requirements of the Securities Exchange Act of 1934, as
amended. At the annual meeting of shareholders of the Company held on September
28, 2005, the shareholders adopted and approved the Merger Agreement. The
Company and the Merger Corp. have filed Articles of Merger with the Office of
the Secretary of State of Tennessee providing for the merger to become effective
upon filing. As a result of the merger, each share of Company common stock (the
"Company Common Stock"), held by a shareholder who as of the Effective Time
owned 3,000 or fewer shares of Company common stock was converted into the right
to receive $25.25 per share in cash from the Company. Each share of Company
Common Stock held by a shareholder who as of the Effective Time owned more than
3,000 shares of Company Common Stock was unaffected by the merger and remains
issued and outstanding. As a result of the merger, there are fewer than 300
shareholders of record of the Company Common Stock. On September 29, 2005, the
Company filed a Form 15 with the SEC to provide notice of termination of
registration of the Company Common Stock.
On August 23, 2005, the Company filed a definitive proxy statement (including
annexes, the "Proxy Statement") with the SEC under regulation 14A of the
Securities Exchange Act of 1934, as amended. Each of the cross references
indicated in the Items of this Schedule 13E-3 shows the location in the Proxy
Statement of the information required to be included in response to such Item in
this Schedule 13E-3. The information contained in the Proxy Statement is hereby
expressly incorporated by reference and the responses to each item in this
Schedule 13E-3 are qualified in their entirety by the information contained in
the Proxy Statement. Capitalized terms used but not defined herein shall have
the meanings given to them in the Proxy Statement.
All information contained in this Schedule 13E-3 concerning the Company and the
Merger Corp. has been supplied by the Company and all information concerning the
Individuals has been supplied by the Individuals.
3
Item 5 is hereby amended and supplemented as follows:
ITEM 5. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
Item 1005
(b) SIGNIFICANT CORPORATE EVENTS. At the annual meeting of shareholders held on
September 28, 2005, the shareholders of the Company voted to approve the Merger
Agreement. The Merger Agreement was approved by the holders of approximately 64%
of the shares of Company Common Stock issued and outstanding as of July 29,
2005, the voting record date for the annual meeting. The Articles of Merger have
been filed with the Office of the Secretary of State of Tennessee and the merger
has become effective. The Company has made arrangements with Illinois Stock
Transfer Company, as exchange agent, to send to the holders of Company Common
Stock as of the Effective Time a letter of transmittal instructing eligible
shareholders on the procedures for surrendering their stock certificates and
receiving payment for their shares of Company Common Stock. On September 29,
2005, the Company filed a Form 15 with the SEC to provide notice of termination
of registration of the Company Common Stock.
Item 6 is hereby amended and supplemented as follows:
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 1006
(c) PLANS. The merger was consummated on September 28, 2005.
ITEM 16. EXHIBITS.
(a)(1).Definitive Proxy Statement on Schedule 14A, of the Company, as filed with
the Commission on August 23, 2005.
(a)(2).Current Report on Form 8-K containing press release issued April 7, 2005,
incorporated herein by reference.
(c)(1).Form of opinion of Alex Sheshunoff & Co. (included as Annex B to the
Company's Proxy Statement filed as part of the Schedule 14A included as
Exhibit (a)(1) to this Schedule 13E-3).*
(c)(2) Financial Schedules prepared by Alex Sheshunoff & Co.
(d)(1).Agreement and Plan of Merger dated as of April 13, 2005 by and between
the Company and State of Franklin Merger Corp.(included as Annex A to the
Company's Proxy Statement filed as part of the Schedule 14A included as
Exhibit (a)(1) to this Schedule 13E-3).*
(f)(1).Sections 48-23-101 through 48-23-302 of Tennessee Business Corporation
Act included as Annex C to the Company's Proxy Statement filed as part of
the Schedule 14A included as Exhibit (a)(1) to this Schedule 13E-3).*
* Incorporated by reference to the Company's Definitive Proxy Statement, on
Schedule 14A, as filed with the Commission on August 23, 2005.
4
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: September 29, 2005 STATE OF FRANKLIN BANCSHARES, INC.
By: /s/ Charles E. Allen, Jr.
Charles E. Allen, Jr.
Chairman and Chief Executive Officer
5
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: September 29, 2005
/s/ Charles E. Allen, Jr.
Charles E. Allen, Jr.
6
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: September 29, 2005
/s/ Randal R. Greene
Randal R. Greene
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: September 29, 2005
/s/ Charles E. Allen, Sr., M.D.
Charles E. Allen, Sr., M.D.
8
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: September 29, 2005
/s/ Vance W. Cheek
Vance W. Cheek
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: September 29, 2005
/s/ Kenneth E. Cutshall, M.D.
Kenneth E. Cutshall, M.D.
10
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: September 29, 2005
/s/ Stephen K. Gross
Stephen K. Gross
11
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: September 29, 2005
/s/ Alan R.Hubbard
Alan R. Hubbard
12
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: September 29, 2005
/s/ Donald R. Jeanes
Donald R. Jeanes
13
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: September 29, 2005
/s/ Verrill M. Norwood, Jr.
Verrill M. Norwood, Jr.
14
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: September 29, 2005
/s/ Cameron E. Perry
Cameron E. Perry
15
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: September 29, 2005
/s/ Richard S. Venable
Richard S. Venable
16
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: September 29, 2005
/s/ Henry Jack Williams, M.D.
Henry Jack Williams, M.D.
17