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. 5
to
Schedule 13E-3
United Tennessee Bankshares, Inc.
(Name of the Issuer)
United Tennessee Bankshares, Inc.
United Tennessee Merger Corp.
Richard G. Harwood
J. William Myers
Tommy C. Bible
William B. Henry
Ben W. Hooper, III
Robert L. Overholt
Robert D. Self
(Name of Person(s) Filing Statement)
Common Stock, no Par Value
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
Richard G. Harwood
President
United Tennessee Bankshares, Inc.
344 W. Broadway
Newport, Tennessee 37821-0249
(423) 623-6088
(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) 921-0181
1
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: []
2
INTRODUCTION
This Amendment No. 5 to Rule 13e-3 Transaction Statement (the "Statement") on
Schedule 13E-3 (the "Schedule 13E-3") is being filed by United Tennessee
Bankshares, Inc., a Tennessee corporation ("United Tennessee" or the "Company"),
United Tennessee Merger Corp., a Tennessee corporation and the Company's
wholly-owned subsidiary (the "Merger Corp."), Richard G. Harwood, J. William
Myers, Tommy C. Bible, William B. Henry, Ben W. Hooper, III, Robert L. Overholt
and Robert D. Self (collectively, the "Individuals"), who are the directors and
executive officers of both the Company and Merger Corp., 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 June
17, 2005 (the "Merger Agreement"), by and between the Company and the Merger
Corp. A copy of the Merger Agreement is attached as Annex A to the definitive
proxy statement filed by the Company (the "Proxy Statement").
The Company has filed with the Securities and Exchange Commission the definitive
Proxy Statement under Regulation 14A of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), relating to the Annual Meeting of Shareholders of
the Company at which the shareholders will consider and vote upon a proposal to
approve and adopt the Merger Agreement. This meeting is scheduled for November
10, 2005.
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.
The information contained in the Proxy Statement, including all annexes thereto,
is hereby expressly incorporated herein by reference. As of the date hereof, the
Proxy Statement is in preliminary form and is subject to completion or
amendment. This Statement will be amended to reflect such completion or
amendment of the preliminary Proxy Statement. Capitalized terms used but not
defined herein shall have the meanings given to them in the Proxy Statement.
All parenthetical references under the various Items contained in this Schedule
13E-3 are references to the corresponding Items contained in Regulation M-A
under the Exchange Act.
3
ITEM 1.SUMMARY TERM SHEET
The information set forth in the Proxy Statement under "Summary Term Sheet
Regarding the Going Private Merger" is incorporated herein by reference.
ITEM 2.SUBJECT COMPANY INFORMATION.
(a). The name of the subject company is United Tennessee Bankshares, Inc. The
address of the principal executive offices of the Company is 170 W.
Broadway, Newport, Tennessee 37821-0249. The Company is a registered bank
holding company.
(b).The information set forth in the Proxy Statement under "NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS" and "Information About the Annual Meeting -
Who Can Vote?" is incorporated herein by reference.
(c).-(d).The information set forth in the Proxy Statement under "Per Share
Market Price" is incorporated herein by reference.
(e).Not applicable.
(f).The information set forth in the Proxy Statement under "Per Share Market
Price" is incorporated herein by reference.
ITEM 3.IDENTITY AND BACKGROUND OF FILING PERSON.
(a).-(b).The information set forth in the Proxy Statement under "Directors and
Executive Officers of United Tennessee and Merger Corp." and "Determination
of Fairness by Merger Corp. and the Directors and Officers of United
Tennessee and Merger Corp." is incorporated herein by reference.
(c).The information set forth in the Proxy Statement under "Proposal 2 --
Election of Directors" and "Directors and Executive Officers of United
Tennessee and Merger Corp." is incorporated herein by reference.
(d).Not applicable.
ITEM 4.TERMS OF THE TRANSACTION.
(a).The information set forth in the Proxy Statement under "Summary Term Sheet
Regarding the Going Private Merger"; "Background of the Going Private
Merger Proposal"; "Reasons for the Going Private Merger"; "Effects of the
Going Private Merger"; "Opinion of Financial Advisor"; "Material U.S.
Federal Income Tax Consequences of the Going Private Merger"; and "The
Merger Agreement" is incorporated herein by reference.
(b).Not applicable.
(c).The information set forth in the Proxy Statement under "Background of the
Going Private Merger Proposal"; "Reasons for the Going Private Merger";
"Effects of the Going Private Merger"; "Recommendation of the Board of
Directors; Fairness of the Going Private Merger Proposal"; and "The Merger
Agreement" is incorporated herein by reference.
4
(d).The information set forth in the Proxy Statement under "Dissenters Rights"
is incorporated herein by reference.
(e).No provision is being made in connection with the Going Private Merger to
grant unaffiliated shareholders access to the filing persons' files or to
obtain counsel or appraisal services at the expense of the filing persons.
(f).Not applicable.
ITEM 5.PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a).Not applicable.
(b)-(c). The information set forth in the Proxy Statement under "Background of
the Going Private Merger Proposal" and "Recommendation of the Board of
Directors; Fairness of the Going Private Merger Proposal" is incorporated
herein by reference.
(e). The information set forth in the Proxy Statement under "Stock Ownership of
United Tennessee" is incorporated herein by reference.
ITEM 6.PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a).The information set forth in the Proxy Statement under "Background of the
Going Private Merger Proposal"; "Reasons for the Going Private Merger";
"Recommendation of the Board of Directors; Fairness of the Going Private
Merger Proposal"; and "The Merger Agreement" is incorporated herein by
reference.
(b).The information set forth in the Proxy Statement under "Effects of the Going
Private Merger"; "Conduct of United Tennessee's Business after the Going
Private Merger"; and "The Merger Agreement" is incorporated herein by
reference.
(c).The information set forth in the Proxy Statement under "Background of the
Going Private Merger Proposal"; "Reasons for the Going Private Merger";
"Effects of the Going Private Merger"; "Recommendation of the Board of
Directors; Fairness of the Going Private Merger Proposal"; and "The Merger
Agreement" is incorporated herein by reference.
(d).Not applicable.
ITEM 7.PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a).The information set forth in the Proxy Statement under "Background of the
Going Private Merger Proposal"; "Reasons for the Going Private Merger";
"Effects of the Going Private Merger"; "Recommendation of the Board of
Directors; Fairness of the Going Private Merger Proposal"; and "The Merger
Agreement" is incorporated herein by reference.
(b).-(c).The information set forth in the Proxy Statement under "Background of
the Going Private Merger Proposal"; "Reasons for the Going Private Merger";
and "Recommendation of the Board of Directors; Fairness of the Going
Private Merger Proposal" is incorporated herein by reference.
5
(d).The information set forth in the Proxy Statement under "Effects of the Going
Private Merger" and "Material U.S. Federal Income Tax Consequences of the
Going Private Merger" is incorporated herein by reference.
ITEM 8.FAIRNESS OF THE TRANSACTION.
(a)-(e).The information set forth in the Proxy Statement under "Background of
the Going Private Merger Proposal"; "Reasons for the Going Private Merger";
"Recommendation of the Board of Directors; Fairness of the Going Private
Merger Proposal"; "Determination of Fairness by Merger Corp. and the
Directors and Officers of United Tennessee and Merger Corp."; "Per Share
Market Price"; and "Opinion of Financial Advisor" is incorporated herein by
reference.
(f).Not applicable.
ITEM 9.REPORTS, OPINIONS, APPRAISALS, AND CERTAIN NEGOTIATIONS
(a)-(b).The information set forth in the Proxy Statement under "Background of
the Going Private Merger Proposal"; "Recommendation of the Board of
Directors; Fairness of the Going Private Merger Proposal"; and "Opinion of
Financial Advisor" is incorporated herein by reference.
(c). The Opinion of Financial Advisor, attached as Annex B to the Proxy
Statement is incorporated herein by reference. The reports of Triangle
Capital Partners, LLC, dated November 4, 2004, January 15, 2005 and April
12, 2005 were previously filed as Exhibits.
ITEM 10.SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a)-(b).The information set forth in the Proxy Statement under "Source and
Amount of Funds for the Going Private Merger" is incorporated herein by
reference. No alternative financing arrangements or plans have been made to
finance the Going Private Merger.
(c).The information set forth in the Proxy Statement under "Fees and Expenses of
the Going Private Merger" is incorporated herein by reference.
(d).Not applicable.
ITEM 11.INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
(a).The information set forth in the Proxy Statement under "Per Share Market
Price"; "Interests of Officers and Directors in the Going Private Merger";
and "Stock Ownership of United Tennessee" is incorporated herein by
reference.
(b).Not applicable.
ITEM 12.THE SOLICITATION OR RECOMMENDATION.
(d)-(e).The information set forth in the Proxy Statement under "Recommendation
of the Board of Directors; Fairness of the Going Private Merger Proposal"
is incorporated herein by reference.
6
ITEM 13.FINANCIAL STATEMENTS.
(a).The financial statements, and the notes thereto, of United Tennessee set
forth in United Tennessee's annual report on Form 10-KSB for the year ended
December 31, 2004, filed with the SEC on April 1, 2005, and the financial
statements, and the notes thereto, of United Tennessee set forth in United
Tennessee's quarterly report on Form 10-QSB for the quarter ended June 30,
2005, filed with the SEC on August 8, 2005, is incorporated herein by
reference.
(b).The information set forth in the Proxy Statement under "Summary Unaudited
Pro Forma Consolidated Financial Information"; "Selected Per Share
Financial Information"; "Effects of the Going Private Merger"; and "Index
to Financial Statements" is incorporated herein by reference.
(c). The information in the Proxy Statement under "Summary Financial
Information" is incorporated herein by reference.
ITEM 14.PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a)-(b).The information set forth in the Proxy Statement under "Cost of
Solicitation" is incorporated herein by reference.
ITEM 15.ADDITIONAL INFORMATION.
(b).The information contained in the Proxy Statement, including all appendices
attached thereto, is incorporated herein by reference.
ITEM 16.EXHIBITS.
(a)(1). Definitive Proxy Statement on Schedule 14A, of the Company, as filed
with the Commission on October 7, 2005.*
(a)(2). Current Report on Form 8-K containing press release issued April 14,
2005, incorporated herein by reference.
(c)(1). Form of opinion of Triangle Capital Partners Investment Banker (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). Triangle Capital Partners presentation to United Tennessee Bankshares,
Inc., dated November 4, 2004 (previously filed).
(c)(3). Triangle Capital Partners presentation to United Tennessee Bankshares,
Inc., dated January 15, 2005 (previously filed).
(c)(4). Triangle Capital Partners presentation to United Tennessee Bankshares,
Inc., dated April 12, 2005 (previously filed).
(d)(1). Agreement and Plan of Merger dated as of June 17, 2005 by and between
the Company and United Tennessee 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).*
(e)(1). Form of Tax Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz,
PC (previously filed).
(f)(1). Sections 48-21-101 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 October 7, 2005.
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.
UNITED TENNESSEE BANKSHARES, INC.
/s/ Richard G. Harwood
President and Chief Executive Officer
Dated: October 7, 2005
Printed Name: Richard G. Harwood
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.
UNITED TENNESSEE MERGER CORP.
/s/ Richard G. Harwood
President and Chief Executive Officer
Dated: October 7, 2005
Printed Name: Richard G. Harwood
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.
/s/ Richard G. Harwood
Dated: October 7, 2005
Printed Name: Richard G. Harwood
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.
/s/ J. William Myers
Dated: October 7, 2005
Printed Name: J. William Myers
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.
/s/ Tommy C. Bible
Dated: October 7, 2005
Printed Name: Tommy C. Bible
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.
/s/ William B. Henry
Dated: October 7, 2005
Printed Name: William B. Henry
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.
/s/ Ben W. Hooper, III
Dated: October 7, 2005
Printed Name: Ben W. Hooper, III
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.
/s/ Robert L. Overholt
Dated: October 7, 2005
Printed Name: Robert L. Overholt
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.
/s/ Robert D. Self
Dated: October 7, 2005
Printed Name: Robert D. Self