- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
17 January 2009 - 7:28AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3
TRANSACTION STATEMENT
UNDER SECTION
13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
THOMASVILLE BANCSHARES, INC.
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Charles A. Balfour
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Randall L. Moore
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Joel W. Barrett
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Harold L. Jackson
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David A. Cone
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Diane W. Parker
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Stephen H. Cheney
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Richard L. Singletary, Jr.
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Charles E. Hancock
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Cochran A. Scott, Jr.
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Charles H. Hodges, III
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(Names of Person(s) Filing Statement)
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Common Stock
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(Title of Class of Securities)
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884608100
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(CUSIP Number of Class of Securities)
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Stephen H. Cheney
President and Chief Executive Officer
Thomasville Bancshares, Inc.
301
North Broad Street
Thomasville, Georgia 31792
(229) 226-3300
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(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing
persons)
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Copy To:
Robert C. Schwartz, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street
Promenade II, Suite 3100
Atlanta, Georgia 30309
(404)
815-3758
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This statement is filed in connection with (check the appropriate box):
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x
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a.
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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.
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¨
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b.
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The filing of a registration statement under the Securities Act of 1933.
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¨
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c.
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A tender offer.
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¨
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d.
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
¨
Check the following box if the filing is a final amendment reporting the results of the
transaction:
x
Calculation of Filing Fee
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Transaction valuation*
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Amount of filing fee
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$2,436,280.00
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$95.75
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* For purposes of calculating the fee only. This amount assumes 226,000 shares of common stock of the subject
company will be exchanged for 226,000 shares of Series A Preferred Stock of the subject company. Pursuant to Exchange Act Rule 0-11(a)(4), because there is no market for the common stock, the transaction value is based on the book value of the
subject company as of September 30, 2008, which was $10.78 per share. The amount of the filing fee equals $39.30 per every $1,000,000 in aggregate transaction value.
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¨
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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.
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Amount Previously Paid:
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$95.75
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Form or Registration No.:
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Schedule 13E-3
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Filing Party:
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Thomasville Bancshares, Inc.
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Date Filed:
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October 27, 2008
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TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
This Amendment No.
4 (the “Final Amendment”) to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) for Thomasville Bancshares, Inc. (“Thomasville” or the “Company”) is being filed solely to report
the results of the Rule 13e-3 transaction subject to the Schedule 13E-3.
The Articles of Amendment to the Company’s Articles of
Incorporation providing for the reclassification (the “Reclassification”) of shares of the Company’s common stock held by shareholders of record of fewer than 1,500 shares of common stock into the Company’s Series A Preferred
Stock were approved by the Company’s shareholders at a special meeting held on January 15, 2009 and became effective on January 16, 2009 upon the filing of the Articles of Amendment with the Georgia Secretary of State. All other shares of
Thomasville common stock will remain outstanding and be unaffected by the Reclassification.
As a result of the Reclassification, 216,316
shares of the Company’s common stock held by approximately 448 shareholders of record were converted into shares of the Company’s Series A Preferred Stock, on the basis of one share of Series A Preferred Stock for each share of common
stock. Two shareholders, holding collectively 42,500 shares of Thomasville common stock, exercised statutory dissenters’ rights with respect to the Reclassification. Assuming these shareholders perfect their dissenters’ rights, these
shareholders will be entitled to receive the fair value of such shares.
After the Reclassification, the number of outstanding shares of
the Company’s common stock was 2,710,115 and the number of common shareholders of record was approximately 173. Additionally, after the Reclassification, the number of outstanding shares of the Company’s Series A Preferred Stock was
216,316 and the number of Series A Preferred Stock shareholders of record was approximately 448.
Concurrently with the filing of this
Final Amendment, the Company is filing with the Securities and Exchange Commission a Form 15 to terminate the registration of its common stock under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) and to suspend its
obligation to file reports under Section 15(d) of the Exchange Act.
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: January 16, 2009
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THOMASVILLE BANCSHARES, INC.
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By:
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/s/ Stephen H. Cheney
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Stephen H. Cheney
President and Chief Executive
Officer
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Dated: January 16, 2009
OTHER FILING PERSONS:
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/s/ Stephen H. Cheney
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Stephen H. Cheney
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By:
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*
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Charles H. Hodges, III
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By:
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*
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Charles E. Hancock, M.D.
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By:
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*
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Cochran A. Scott, Jr.
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By:
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*
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Richard L. Singletary, Jr.
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* By:
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/s/ Stephen H. Cheney as Attorney-in-Fact
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