As filed with the Securities and Exchange Commission on October 15, 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
ISSUER TENDER OFFER STATEMENT
(Under Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 4)
GREENVILLE FEDERAL FINANCIAL CORPORATION
(Name of Subject Company (issuer))
GREENVILLE FEDERAL FINANCIAL CORPORATION (ISSUER)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
396078 10 7
(CUSIP Number of Class of Securities)
Jeff D. Kniese
President and Chief Executive Officer
Greenville Federal Financial Corporation
690 Wagner Avenue
Greenville, Ohio 45331
(937) 548-4158
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)
Copies to:
Cynthia A. Shafer, Esq.
Vorys, Sater, Seymour and Pease LLP
Suite 2000, Atrium Two
221 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-4000
October 15, 2009
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
|
|
|
|
|
|
|
|
|
|
|
Transaction valuation*
|
|
|
Amount of filing fee
|
|
|
|
$1,500,000
|
|
|
$83.70
|
|
|
|
|
*
|
|
Calculated solely for the purpose of determining the filing fee. Based upon the purchase of
200,000 shares of common stock at the tender offer price of $7.50 per share.
|
þ
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:
|
|
$83.70
|
|
Filing Party:
|
|
Greenville Federal Financial Corporation
|
|
Form or Registration No.:
|
|
Schedule TO
|
|
Date Filed:
|
|
July 8, 2009
|
o
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:
o
third-party tender offer subject to Rule 14d-1.
þ
issuer tender offer subject to Rule 13e-4.
þ
going-private transaction subject to Rule 13e-3.
o
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender
offer:
o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s)
relied upon:
o
Rule 13e4(i) (Cross-Border Issuer Tender Offer).
o
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).
TABLE OF CONTENTS
SCHEDULE
TO
(Amendment No. 4)
This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Tender Offer
Statement on Schedule TO originally filed by Greenville Federal Financial Corporation (“GFFC”) on
July 8, 2009 (the “Schedule TO”), and amended by Amendment No. 1 filed on August 6, 2009
(“Amendment No. 1”), Amendment No. 2 filed on August 25, 2009 (“Amendment No. 2”), and Amendment
No. 3 filed on September 2, 2009 (“Amendment No. 3”) and relates to the offer by GFFC to purchase
up to 200,000 shares of its common stock, par value $0.01 per share, at a price between $6.50 per
shares and $7.50 per share, net to the seller in cash, without interest. GFFC’s tender offer will
be made upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash
(the “Offer to Purchase”), filed with this Amendment No. 4, and the related Letter of Transmittal,
which, as amended or supplemented from time to time, together will constitute the tender offer.
Item 1. Summary Term Sheet
The information set forth under the heading “Summary Term Sheet” in the Offer to Purchase is
incorporated herein by reference.
Item 2. Subject Company Information
(a) The information set forth on the cover page of the Offer to Purchase and under the heading
“10. Certain Information Concerning the Company, its Affiliates and its Executive Officers and
Directors” is incorporated herein by reference.
(b) The information set forth on the cover page of the Offer to Purchase and under the heading
“10. Certain Information Concerning the Company, its Affiliates and its Executive Officers and
Directors” is incorporated herein by reference.
(c) The
information set forth under the headings “Summary Term Sheet” and “8. Price Range of the Shares” in the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Person
(a) GFFC is the Filing Person for this Amendment No. 4. For information regarding GFFC, see
Item 2(a) above, which is incorporated herein by reference. Further, the information set forth
under the heading “10. Certain Information Concerning the Company, its Affiliates and its Executive
Officers and Directors” in the Offer to Purchase regarding GFFC’s directors and executive officers
is incorporated herein by reference.
Item 4. Terms of the Transaction
(a) The information set forth under the headings “Summary Term Sheet,” “2. Number of Shares;
Expiration Time; Priority of Purchases; Proration; Odd Lot,” “3. Procedures for Tendering Shares,”
“4. Withdrawal Rights,” “5. Purchase of Shares and Payment of Purchase Price,” “6. Conditional
Tender of Shares,” “7. Conditions of the Offer,” “13. U.S. Federal Income
2
Tax Consequences” and “14. Extension of the Offer; Termination; Amendment” in the Offer to
Purchase is incorporated herein by reference.
(b) The information set forth under the headings “Special Factors – Fairness of the Offer” and
“11. Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements
Concerning the Shares” in the Offer to Purchase is incorporated by reference herein.
Item 5. Past Contacts, Transactions, Negotiations and Agreement
(e) The information set forth under the heading “11. Interests of Directors, Executive
Officers and Affiliates; Transactions and Arrangements Concerning the Shares” in the Offer to
Purchase is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals
(a) The information set forth under the headings “Summary Term Sheet” and “1. Special Factors
– Purposes and Reasons for the Offer” in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth under the heading “1. Special Factors – Effects of the Offer –
Effects on rights of Company shares” in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth under the headings “Summary Term Sheet” and “1. Special Factors”
in the Offer to Purchase is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration
(a) The information set forth under the heading “9. Source and Amount of Funds” in the Offer
to Purchase is incorporated herein by reference.
(b) There are no conditions to the financing discussed in response to paragraph (a) of this
Item 7. As set forth in the Offer to Purchase under the heading “9. Source and Amount of Funds”
and incorporated herein by reference, there are no alternative financing arrangements or
alternative financing plans.
(d) As set forth in the Offer to Purchase under the heading “9. Source and Amount of Funds”
and incorporated herein by reference, no part of the funds required for the offer is expected to be
borrowed.
Item 8. Interest in Securities of the Subject Company
(a) - (b) The information set forth under the heading “11. Interests of Directors, Executive
Officers and Affiliates; Transactions and Arrangements Concerning the Shares” in the Offer to
Purchase is incorporated herein by reference.
3
Item 9. Persons/Assets, Retained, Employed, Compensated, or Used
(a) The information set forth under the heading “15. Fees and Expenses” in the Offer to
Purchase is incorporated herein by reference.
Item 10. Financial Statements
(a) GFFC’s audited financial statements for the fiscal years ended June 30, 2009 and 2008 are
incorporated herein by reference to the information under the heading “10. Certain Information
Concerning the Company, its Affiliates and its Executive Officers and Directors” in the Offer to
Purchase which incorporates by reference GFFC’s Annual Report on Form 10-K for the Year Ended June
30, 2009, filed with the Securities and Exchange Commission on September 28, 2009 (File No.
000-51668). The ratio of earnings to fixed charges is incorporated by reference from the table set
forth under the heading “10. Certain Information Concerning the Company, its Affiliates and its
Executive Officers and Directors – Selected Historical and Pro Forma Financial Information” in the
Offer to Purchase.
(b) The Unaudited Pro-Forma Data set forth under the heading “10. Certain Information
Concerning the Company, its Affiliates and its Executive Officers and Directors – Selected
Historical and Pro Forma Financial Information” in the Offer to Purchase is incorporated herein by
reference.
Item 11. Additional Information
(a) Not applicable.
(b) Not applicable.
Item 12. Exhibits
|
|
|
|
|
|
|
|
|
(a)
|
|
See the Index to Exhibits attached to this Amendment No. 4.
|
|
|
|
|
|
|
|
|
|
(b)
|
|
Not applicable.
|
|
|
|
|
|
|
|
|
|
(d)(1)
|
|
Greenville Federal Financial Corporation Amended and Restated Equity Plan
|
|
|
|
|
|
|
|
|
|
(d)(2)
|
|
Form of GFFC 2006 Equity Plan Award Agreement
|
|
|
|
|
|
|
|
|
|
(d)(3)
|
|
Trust Agreement for Greenville Federal Financial Corporation 2006 Equity Plan
|
|
|
|
|
|
|
|
|
|
(d)(4)
|
|
First Amendment to the Trust Agreement for Greenville Federal Financial Corporation
Amended and Restated 2006 Equity Plan
|
|
|
|
|
|
|
|
|
|
(e)(1)
|
|
Proxy Statement for the 2009 Annual Meeting of Stockholder of Greenville Federal
Financial Corporation
|
|
|
|
|
|
|
|
|
|
(e)(2)
|
|
Annual Report on Form 10-K of Greenville Federal Financial Corporation for the Fiscal
Year Ended June 30, 2009
|
4
|
|
|
|
|
|
|
|
|
(g)
|
|
Not applicable.
|
|
|
|
|
|
|
|
|
|
(h)
|
|
Not applicable.
|
Item 13. Information Required by Schedule 13E-3
Schedule 13E-3, Item 1. Summary Term Sheet
The information set forth under the heading “Item 1. Summary Term Sheet” in this Amendment No.
4 is incorporated herein by reference.
Schedule 13E-3, Item 2. Subject Company Information
(a) - (c) The information set forth under the heading “Item 2. Subject Company Information” in
this Amendment No. 4 is incorporated herein by reference.
(d) The information set forth under the heading “8. Price Range of the Shares” in the Offer to
Purchase is incorporated herein by reference.
(e) The information set forth under the heading “11. Interest of Directors, Executive Officers
and Affiliates; Transactions and Arrangements Concerning the Shares” in the Offer to Purchase is
incorporated by reference herein.
(f) The information set forth under the heading “11. Interest of Directors, Executive Officers
and Affiliates; Transactions and Arrangements Concerning the Shares” in the Offer to Purchase is
incorporated by reference herein.
Schedule 13E-3, Item 3. Identity and Background of Filing Person
(a) The information set forth under the heading “Item 3. Identity and Background of Filing
Person” in this Amendment No. 4 is incorporated herein by reference.
(b) The information set forth under the heading “10. Certain Information Concerning the
Company, its Affiliates and its Executive Officers and Directors” in the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in the Offer to Purchase under the heading “10. Certain
Information Concerning the Company, its Affiliates and its Executive Officers and Directors”
regarding directors and executive officers of GFFC is incorporated herein by reference.
Schedule 13E-3, Item 4. Terms of the Transaction
(a) The information set forth in (a) under the heading “Item 4. Terms of the Transaction” in
this Amendment No. 4 is incorporated herein by reference.
(c) The information set forth under the headings “Summary Term Sheet,” “2. Number of Shares;
Expiration Time; Priority of Purchases; Proration; Odd Lot,” “3. Procedures for
5
Tendering Shares,” “4. Withdrawal Rights,” “5. Purchase of Shares and Payment of Purchase
Price,” “6. Conditional Tender of Shares,” “7. Conditions of the Offer,” “13. U.S. Federal Income
Tax Consequences” and “14. Extension of the Offer; Termination; Amendment” in the Offer to Purchase
is incorporated herein by reference.
(d) As stated under the heading “1. Special Factors – Fairness of the Offer” in the Offer to
Purchase, which information is incorporated herein by reference, the holders of GFFC shares are not
entitled to appraisal rights.
(e) As set forth in the Offer to Purchase under the heading “1. Special Factors – Fairness of
the Offer,” which statement is incorporated herein by reference, no provisions have been made to
grant unaffiliated security holders access to the corporate files of the filing person or to obtain
counsel or appraisal services at the expense of the Company.
(f) Not applicable. The consideration offered to security holders is cash.
Schedule 13E-3, Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a) The information set forth under the heading “11. Interests of Directors, Executive
Officers and Affiliates; Transactions and Arrangements Concerning the Shares” in the Offer to
Purchase is incorporated herein by reference.
(b) None.
(c) None.
(e) The information set forth under the heading “11. Interests of Directors, Executive
Officers and Affiliates; Transactions and Arrangements Concerning the Shares” in the Offer to
Purchase is incorporated herein by reference.
Schedule 13E-3, Item 6. Purposes of the Transaction and Plans or Proposals
(b) The information set forth under the headings “1. Special Factors – Effects of the Offer –
Effects on rights of Company shares” in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth under the headings “Summary Term Sheet” and “1. Special Factors”
in the Offer to Purchase in incorporated herein by reference.
Schedule 13E-3, Item 7. Purposes, Alternatives, Reasons and Effects
(a) The information set forth under the headings “Summary Term Sheet” and “1. Special Factors
– Purposes and Reasons for the Offer” in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth under the headings “Summary Term Sheet” and “1. Special Factors
– Alternatives” in the Offer to Purchase is incorporated herein by reference.
6
(c) The information set forth under the headings “Summary Term Sheet” and “1. Special Factors
– Purposes and Reasons for the Offer” in the Offer to Purchase is incorporated herein by reference.
(d) The information set forth under the headings “Summary Term Sheet” and “1. Special Factors
– Effects of the Offer” in the Offer to Purchase is incorporated herein by reference.
Schedule 13E-3, Item 8. Fairness of the Transaction
(a) The information set forth under the heading “1. Special Factors – Fairness of the Offer”
is incorporated herein by reference.
(b) The information set forth under the heading “1. Special Factors – Fairness of the Offer”
is incorporated herein by reference.
(c) The information set forth under the heading “1. Special Factors – Fairness of the Offer”
is incorporated herein by reference.
(d) The information set forth under the heading “1. Special Factors – Fairness of the Offer”
is incorporated herein by reference.
(e) The information set forth under the heading “1. Special Factors – Fairness of the Offer”
is incorporated herein by reference.
(f) None.
Schedule 13E-3, Item 9. Reports, Opinions, Appraisals and Negotiations
(a) The information set forth under the heading “1. Special Factors – Fairness of the Offer”
in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth under the heading “1. Special Factors – Fairness of the Offer”
in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth under the heading “1. Special Factors – Fairness of the Offer”
in the Offer to Purchase is incorporated herein by reference.
Schedule 13E-3, Item 10. Source and Amount of Funds or Other Considerations
(a) - (b) The information set forth in (a) and (b) under the heading “Item 7. Source and
Amount of Funds or Other Consideration” in this Amendment No. 4 is incorporated herein by
reference.
(c) The information set forth under the heading “15. Fees and Expenses” in the Offer to
Purchase is incorporated herein by reference.
(d) No part of the funds required for the offer is expected to be borrowed.
7
Schedule 13E-3, Item 11. Interest in Securities of the Subject Company
(a) - (b) The information set forth under the heading “Item 8. Interests in Securities of the
Subject Company” in this Amendment No. 4 is incorporated herein by reference.
Schedule 13E-3, Item 12. The Solicitation or Recommendation
(d) The information set forth under the headings “Summary Term Sheet” and “1. Special Factors
– Fairness of the Offer” in the Offer to Purchase is incorporated herein by reference.
(e) The information set forth under the headings “Summary Term Sheet” and “1. Special Factors
– Fairness of the Offer” in the Offer to Purchase is incorporated herein by reference.
Schedule 13E-3, Item 13. Financial Statements
(a) - (b) The information set forth under the heading “Item 10. Financial Statements” in this
Amendment No. 4 is incorporated herein by reference.
Schedule 13E-3, Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(a)-(b) The information set forth under heading “15. Solicitation Fees and Expenses” in the
Offer to Purchase is incorporated herein by reference.
Schedule 13E-3, Item 15. Additional Information
(b) Not applicable.
Schedule 13E-3, Item 16. Exhibits
|
|
|
|
|
|
|
|
|
(a)
|
|
See the Index to Exhibits attached to this Amendment No. 4
|
|
|
|
|
|
|
|
|
|
(b)
|
|
Not applicable
|
|
|
|
|
|
|
|
|
|
(c)(1)
|
|
Report of Keefe, Bruyette & Woods, Inc., dated April 27, 2009
|
|
|
|
|
|
|
|
|
|
(c)(2)
|
|
Report of Keefe, Bruyette & Woods, Inc., dated May 20, 2008
|
|
|
|
|
|
|
|
|
|
(c)(3)
|
|
Report of Keefe, Bruyette & Woods, Inc., dated October 29, 2008
|
|
|
|
|
|
|
|
|
|
(c)(4)
|
|
Report of Keefe, Bruyette & Woods, Inc., dated February 18, 2009
|
|
|
|
|
|
|
|
|
|
(c)(5)
|
|
Report of Keefe, Bruyette & Woods, Inc., dated July 22, 2009
|
|
|
|
|
|
|
|
|
|
(c)(6)
|
|
Report of Keefe, Bruyette & Woods, Inc., dated November 18, 2008
|
8
|
|
|
|
|
|
|
|
|
(c)(7)
|
|
Report of RP® Financial, LC, dated September 28, 2009, effective as of June 30, 2009
|
|
|
|
|
|
|
|
|
|
(d)(1)
|
|
Greenville Federal Financial Corporation Amended and Restated Equity Plan
|
|
|
|
|
|
|
|
|
|
(d)(2)
|
|
Form of GFFC 2006 Equity Plan Award Agreement
|
|
|
|
|
|
|
|
|
|
(d)(3)
|
|
Trust Agreement for Greenville Federal Financial Corporation 2006 Equity Plan
|
|
|
|
|
|
|
|
|
|
(d)(4)
|
|
First Amendment to the Trust Agreement for Greenville Federal Financial Corporation
Amended and Restated 2006 Equity Plan
|
|
|
|
|
|
|
|
|
|
(e)(1)
|
|
Proxy Statement for the 2009 Annual Meeting of Stockholder of GFFC
|
|
|
|
|
|
|
|
|
|
(e)(2)
|
|
Annual Report on Form 10-K of GFFC for the Fiscal Year Ended June 30, 2009
|
|
|
|
|
|
|
|
|
|
(f)
|
|
Not applicable
|
|
|
|
|
|
|
|
|
|
(g)
|
|
Not applicable
|
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.
|
|
|
|
|
|
|
|
|
|
|
October 15, 2009
|
|
GREENVILLE FEDERAL FINANCIAL CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jeff D. Kniese
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Jeff D. Kniese
|
|
|
|
|
|
Title:
|
|
President, Chief Executive Officer
|
|
|
10
INDEX TO EXHIBITS
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(a)(1)
|
|
Offer to Purchase for Cash, dated October 15, 2009
|
|
|
|
|
|
(a)(2)
|
|
Letter of Transmittal
|
|
|
|
|
|
(a)(3)
|
|
Form of Notice of Guaranteed Delivery
|
|
|
|
|
|
(a)(4)
|
|
Form of Letter to Brokers, Dealers, Banks and Other Nominees
|
|
|
|
|
|
(a)(5)
|
|
Form of Letter from Brokers, Dealers, Banks and Other Nominees to their Clients
|
|
|
|
|
|
(a)(6)
|
|
Guidelines for Certification of Taxpayer Identification Number
|
|
|
|
|
|
(a)(7)*
|
|
Press Release issued by GFFC, dated July 8, 2009
|
|
|
|
|
|
(a)(8)
|
|
Press Release issued by GFFC, dated October 15, 2009
|
|
|
|
|
|
(a)(9)
|
|
Form of Letter to Participants in the Greenville Federal Financial Corporation
Employee Stock Ownership Plan
|
|
|
|
|
|
(b)
|
|
Not applicable
|
|
|
|
|
|
(c)(1)*
|
|
Report of Keefe, Bruyette & Woods, Inc., dated April 27, 2009
|
|
|
|
|
|
(c)(2)**
|
|
Report of Keefe, Bruyette & Woods, Inc., dated May 20, 2008
|
|
|
|
|
|
(c)(3)**
|
|
Report of Keefe, Bruyette & Woods, Inc., dated October 29, 2008
|
|
|
|
|
|
(c)(4)**
|
|
Report of Keefe, Bruyette & Woods, Inc., dated February 18, 2009
|
|
|
|
|
|
(c)(5)**
|
|
Report of Keefe, Bruyette & Woods, Inc., dated July 22, 2009
|
|
|
|
|
|
(c)(6)***
|
|
Report of Keefe, Bruyette & Woods, Inc., dated November 18, 2008
|
|
|
|
|
|
(c)(7)
|
|
Report of RP® Financial, LC, dated September 28, 2009, effective as of June 30, 2009
|
|
|
|
|
|
(d)(1)*
|
|
Greenville Federal Financial Corporation Amended and Restated Equity Plan (incorporated by
reference to GFFC’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008,
Exhibit 10.7)
|
|
|
|
|
|
(d)(2)*
|
|
Form of GFFC 2006 Equity Plan Award Agreement (incorporated by reference to GFFC’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2008, Exhibit 10.8)
|
|
|
|
|
|
(d)(3)*
|
|
Trust Agreement for Greenville Federal Financial Corporation 2006 Equity Plan
|
11
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(d)(4)*
|
|
First Amendment to the Trust Agreement for Greenville Federal Financial Corporation Amended
and Restated 2006 Equity Plan
|
|
|
|
|
|
(e)(1)****
|
|
Proxy Statement for the 2009 Annual Meeting of Stockholders of GFFC
|
|
|
|
|
|
(e)(2)*****
|
|
Annual Report on Form 10-K of GFFC for the Fiscal Year Ended June 30, 2009
|
|
|
|
|
|
(g)
|
|
Not applicable
|
|
|
|
|
|
(h)
|
|
Not applicable
|
|
|
|
|
|
|
|
*
|
|
Previously filed with Schedule TO on July 8, 2009.
|
|
|
|
|
|
|
|
**
|
|
Previously filed with Amendment No. 1 on August 6, 2009.
|
|
|
|
|
|
|
|
***
|
|
Previously filed with Amendment No. 2 on August 25, 2009.
|
|
|
|
|
|
|
|
****
|
|
Filed with the SEC on September 29, 2009 (File No. 000-51668).
|
|
|
|
|
|
|
|
*****
|
|
Filed with the SEC on September 28, 2009 (File No. 000-51668).
|
|
|
12
Greenville Federal Finan... (PK) (USOTC:GVFF)
Historical Stock Chart
From Nov 2024 to Dec 2024
Greenville Federal Finan... (PK) (USOTC:GVFF)
Historical Stock Chart
From Dec 2023 to Dec 2024
