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As filed with the Securities and Exchange Commission on November 18, 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. 5)
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: þ
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).
 
 

 


SCHEDULE TO
(Amendment No. 5)
     This Amendment No. 5 (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”), Amendment No. 3 filed on September 2, 2009 (“Amendment No. 3”) and Amendment No. 4 filed on October 15, 2009 (“Amendment No. 4”) 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 was made upon the terms and subject to the conditions set forth in the Offer to Purchase for Cash (the “Offer to Purchase”), filed with Amendment No. 4, and the related Letter of Transmittal.
TABLE OF CONTENTS

Item 1. Summary Term Sheet
Item 2. Subject Company Information
Item 3. Identity and Background of Filing Person
Item 4. Terms of the Transaction
Item 5. Past Contacts, Transactions, Negotiations and Agreement
Item 6. Purposes of the Transaction and Plans or Proposals
Item 7. Source and Amount of Funds or Other Consideration
Item 8. Interest in Securities of the Subject Company
Item 9. Persons/Assets, Retained, Employed, Compensated, or Used
Item 10. Financial Statements
Item 11. Additional Information
Item 12. Exhibits
Item 13. Information Required by Schedule 13E-3
SIGNATURE
INDEX TO EXHIBITS
EX-99.A.10


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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. 5. 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

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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.

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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. A new bullet point is added immediately following the second bullet point on page 53 of the Offer to Purchase under the heading “10. Certain Information Concerning the Company, its Affiliates and its Executive Officers and Directors – Incorporation by Reference” to read as follows:
    Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009, as filed on November 16, 2009.
Such information is incorporated herein by reference.
     (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) On November 17, 2009, GFFC issued a News Release announcing the final results of the tender offer, which expired at 5:00 p.m. Eastern Standard Time on November 16, 2009. A copy of the News Release is filed as Exhibit (a)(10) to this Schedule TO and incorporated herein by reference.
Item 12. Exhibits
     (a) See the Index to Exhibits attached to this Amendment No. 5.
     (b) Not applicable.
     (d)(1) Greenville Federal Financial Corporation Amended and Restated Equity Plan
     (d)(2) Form of GFFC 2006 Equity Plan Award Agreement

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  (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
 
  (e)(3)   Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009, as filed on November 16, 2009.
 
  (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. 5 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. 5 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. 5 is incorporated herein by reference.

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     (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. 5 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 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.

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      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.
     (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.

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      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. 5 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.
      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. 5 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. 5 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.

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      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. 5
 
  (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
 
  (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
 
  (e)(3)   Quarterly Report on Form 10-Q of GFFC for the Quarter ended September 30, 2009
 
  (f)   Not applicable
 
  (g)   Not applicable

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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.
                 
November 18, 2009       GREENVILLE FEDERAL FINANCIAL CORPORATION    
 
               
 
      By:   /s/ Jeff D. Kniese
 
   
 
      Name:   Jeff D. Kniese    
 
      Title:   President, Chief Executive Officer    

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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
 
   
(a)(10)
  News Release, dated November 18, 2009
 
   
(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)

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Exhibit No.   Description
(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 Stockholders of GFFC
 
   
(e)(2)*****
  Annual Report on Form 10-K of GFFC for the Fiscal Year Ended June 30, 2009
 
   
(e)(3)******
  Quarterly Report on Form 10-Q for the Quarter Ended September 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).
 
******   Filed with the SEC on November 16, 2009 (File No. 000-51668).
 
*******   Previously filed with Amendment No. 4 on October 15, 2009.

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