Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
Rule
13e-3 Transaction Statement
under
Section 13(e) of the Securities Exchange Act of 1934
(Names of Persons Filing
Statement)
(Title of Class of
Securities)
(CUSIP Number of Class of
Securities)
Brent
M. Giles
President
and Chief Executive Officer
Liberty
Bancorp, Inc.
16
West Franklin
Liberty,
Missouri 64068
(816)
781-4822
(Name, Address and Telephone Numbers of
Person Authorized to Receive Notices and Communications on
Behalf
of the Persons Filing Statement)
Copy
to:
Joel
E. Rappoport, Esq.
Kilpatrick
Stockton LLP
607
14th Street, NW, Suite 900
Washington,
DC 20005
(202)
508-5820
(202)
204-5620 (facsimile)
This
statement is filed in connection with (check the appropriate box):
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a.
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¨
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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 (the
“Act”).
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b.
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¨
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The
filing of a registration statement under the Securities Act of
1933.
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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 fee is a final amendment reporting the results of
the transaction: ¨
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Calculation
of Filing Fee
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Transaction
valuation*
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Amount
of filing fee
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$98,430
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$19.69
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*
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Calculated
solely for the purpose of determining the filing fee, which was based upon
the tender offer price of $15.00 per share for the eligible common stock
as of September 22, 2009 multiplied by our estimate of the maximum number
of shares to be purchased (6,562).
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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 filing.
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Amount
Previously Paid: Not applicable
Form or
Registration No.: Not applicable
Filing
Party: Not applicable
Date
Filed: Not applicable
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ITEM
1.
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SUMMARY
TERM SHEET
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The information set forth under “Summary of Terms” and “Questions and Answers” in
the Offer to Purchase for Cash dated October 13, 2009 (the “Offer to Purchase”),
which is attached hereto as Exhibit 16(a)(1)(i), is incorporated herein by
reference.
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ITEM
2.
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SUBJECT
COMPANY INFORMATION
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(a) The
name of the issuer is Liberty Bancorp, Inc. (the “Company”). The Company’s
principal executive office is located at 16 West Franklin, Liberty, Missouri
64068, and its business telephone number is (816) 781-4822.
(b) As
of September 22, 2009, the Company had 3,621,875 shares of common stock, $0.01
par value, issued and outstanding.
(c) The
information required by this Item is set forth under “Information About the
Company—Market Price and Dividend Information” in the Offer to Purchase
and is incorporated herein by reference.
(d) The
information required by this Item is set forth under “Information About the
Company—Market Price and Dividend Information” in the Offer to Purchase
and is incorporated herein by reference.
(e) The
Company has not made an underwritten public offering of the Company’s common
stock for cash during the past three years that was registered under the
Securities Act of 1933 or was exempt from registration under Regulation A
(Securities Act Rules 251 through 263).
(f) The
information required by this Item is set forth under “Information About the Company—Stock
Repurchases” in the Offer to Purchase and is incorporated herein by
reference.
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ITEM
3.
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IDENTITY
AND BACKGROUND OF FILING PERSON.
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(a) The
filing person to which this Schedule 13E-3 relates is the issuer, Liberty
Bancorp, Inc. The name, business address and business telephone number of the
Company is set forth in Item 2(a) above. The names, titles, and business
addresses of each executive officer, director and controlling shareholder of the
Company are follows:
Brent M. Giles
President, Chief Executive Officer and
Director
16 West Franklin
Liberty, Missouri 64068
(816) 781-4822
Daniel G. O’Dell
Chairman of the Board
3200 Heartland Drive
Liberty, Missouri 64068
(816)
781-4822
Ralph W. Brant, Jr.
Director
15 E. Kansas
Liberty, Missouri 64068
(816) 781-4822
Steven K. Havens
Director
9400 Liberty Drive
Liberty, Missouri 64068
(816) 781-4822
Robert T. Sevier
Director
1 Courthouse Square
Liberty, Missouri 64068
(816) 781-4822
Mark E. Hecker
Senior Vice President and Chief
Lending Officer
16 West Franklin
Liberty, Missouri 64048
(816) 781-4822
Marc J. Weishaar
Senior Vice President and Chief
Financial Officer
16 West Franklin
Liberty,
Missouri 64048
(816)
781-4822
(b) Not
applicable.
(c)(1)
and (2) The following is a list of the
principal occupation of each officer and director of the Company. Each
director’s and officer’s business address is set forth in Item 3(a) above. The
following information also sets forth as to each executive officer and director
of the Company his principal occupation during the last five years.
Board
of Directors:
Brent M. Giles has served as
President, Chief Executive Officer and Director of the Company and its wholly
owned subsidiary, BankLiberty (the “Bank”) since 2003.
Daniel G. O’Dell is Chairman
of the Board of Directors of the Company and the Bank and has been employed by
O’Dell Publishing since 1984.
Ralph W. Brant, Jr. is
President of Brant’s Clothing, a retail-clothing establishment located in
Liberty, Missouri.
Steven K. Havens is President
of Havens Construction Co., Inc.
Robert T. Sevier is the
Recorder of Deeds of Clay County, Missouri.
Executive
Officers:
Marc J. Weishaar is Senior
Vice President and Chief Financial Officer of the Company and the
Bank
Mark E. Hecker
is the Bank’s Senior Vice President and Chief Lending Officer since
June 2004.
(c)(3) The
information included in the Offer to Purchase entitled “Information About the
Company—Management Information” is also incorporated herein by reference.
None of the individuals listed in Item (c)(I) and (2) above has been convicted
in a criminal proceeding during the past five (5) years (excluding traffic
violations or similar misdemeanors).
(c)(4) No
individual discussed in Item (c)(1) and (2) above has been a party to any
judicial or administrative proceeding during the past five (5) years (except for
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the individual from future violations
of, or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.
(c)(5) Each
of the individuals discussed in this Item (c) is a citizen of the United
States.
(d). Not
applicable.
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ITEM
4.
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TERMS
OF THE TRANSACTION.
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(a) The
information required by this item is set forth under “Summary of Terms,” “Questions and
Answers,” “Special Factors” and “Terms of the Offer” in the
Offer to Purchase and incorporated herein by reference.
(c) This
tender offer is available only to those record shareholders and beneficial
owners of the Company’s common stock who own 99 shares or less (i.e., “odd-lot”
shareholders), and is not open to all persons owning the Company’s common
stock.
(d) There
are no appraisal or dissenters’ rights available to objecting shareholders under
Missouri law as a result of the odd-lot tender offer discussed in this Schedule
13E-3.
(e) Security
holders will be entitled access to the Company’s corporate records in the manner
permitted by applicable federal and Missouri state law. However, the
Company is making no special provision to grant unaffiliated security holders
access to its corporate files. Nor is it making any special provision
to allow unaffiliated security holders to obtain counsel or appraisal services
at the expense of the Company.
(f
) Not
applicable.
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ITEM
5.
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PAST
CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
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The
information set forth in the Offer to Purchase entitled “Information About the Company—Stock
Ownership” is incorporated herein by reference. Except as
otherwise described therein, the following responses are
applicable:
(2) The
information included in the Offer to Purchase entitled “Information About the
Company—Certain Indebtedness and Transactions of Management” is
incorporated by reference.
(e) The
information set forth in the Offer to Purchase entitled “Information About the Company—Stock
Ownership” is incorporated herein by reference.
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ITEM
6.
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PURPOSES
OF THE TRANSACTION AND PLANS OR
PROPOSALS.
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(b) The
shares of common stock purchased by the Company will be retired. The information
in the Offer to Purchase entitled “Special Factors—Effects of the
Tender Offer” is incorporated herein by
reference.
(c) The
information set forth in “Summary of Terms,” “Questions and
Answers,” “Special Factors—Purposes of the Offer” and “Special Factors—Effects of the
Tender Offer” in the Offer to Purchase is incorporated herein by
reference.
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ITEM
7.
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PURPOSES,
ALTERNATIVES, REASONS AND EFFECTS.
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(a) The
information set forth in the Offer to Purchase entitled “Special Factors—Purposes of the
Offer” is incorporated herein by reference.
(b) The
information set forth in “Summary of Terms,” “Questions and
Answers,” “Special Factors—Background of Tender Offer,” “Special
Factors—Purposes of the Offer” and “Special Factors—Our Reasons for
Pursuing the Odd-Lot Offer Rather than Other Alternatives” of the Offer
to Purchase is incorporated herein by reference.
(c) The
information set forth in “Summary of Terms,” “Questions and
Answers,” “Special Factors—Purposes of the Offer” and “Special Factors—Effects of the
Tender Offer” in the Offer to Purchase is incorporated herein by
reference.
(d) The
information set forth in “Summary of Terms,” “Special
Factors—Purposes of the Offer,” “Special Factors—Effects of the Tender
Offer” and “Special
Factors—Certain United States Federal Income Tax Consequences” of the
Offer to Purchase is incorporated herein by reference.
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ITEM
8.
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FAIRNESS
OF THE TRANSACTION.
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(a) The
information set forth in “Special Factors—Determination of
Fairness of Offer by Our Board of Directors” of the Offer to Purchase is
incorporated herein by reference.
(b) The
information set forth in “Special Factors—Determination of
Fairness of Offer by Our Board of Directors” of the Offer to Purchase is
incorporated herein by reference.
(c) The
information set forth in “Special Factors—Determination of
Fairness of Offer by Our Board of Directors” of the Offer to Purchase is
incorporated herein by reference.
(d) The
information set forth in “Special Factors—Determination of
Fairness of Offer by Our Board of Directors” of the Offer to Purchase is
incorporated herein by reference.
(e) The
information set forth in “Special Factors—Determination of
Fairness of Offer by Our Board of Directors” of the Offer to Purchase is
incorporated herein by reference.
(f) The
Company has not received any firm offer by any unaffiliated person during the
past two years for (i) the merger or consolidation of the Company with or into
another company, or vice versa, (ii) the sale or a transfer of or any
substantial part of the assets of the Company or (iii) purchase of the Company’s
securities that would enable the holder to exercise control of the
Company.
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ITEM
9.
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REPORTS,
OPINIONS, APPRAISALS AND
NEGOTIATIONS.
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(a) The
Company has not received any report, opinion or appraisal from an outside party
that is materially related to the transactions set forth in the Offer to
Purchase. The information set forth in “Special Factors —Determination of
Fairness of Offer by Our Board of Directors” in the Offer to Purchase is
incorporated herein by reference.
(b) Not
applicable.
(c) Not
applicable.
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ITEM
10.
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SOURCE
AND AMOUNTS OF FUNDS OR OTHER
CONSIDERATION.
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(a) The
information set forth in “Questions and Answers,” “Terms of
the Offer—General” and “Terms of the Offer—Source and
Amount of Funds” of the Offer to Purchase is incorporated herein by
reference.
(b) Not
applicable.
(c) The
information set forth in “Terms of the Offer—Fees and Expenses”
of the Offer to Purchase is incorporated herein by reference. The
foregoing expenses will be paid by the Company.
(d) Not
applicable.
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ITEM
11.
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INTEREST
IN SECURITIES OF THE SUBJECT
COMPANY.
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(a) The
information set forth in “Information About the Company—Stock
Ownership” of the Offer to Purchase is incorporated herein by
reference.
(b) Neither
the Company nor any executive officer, director, affiliate or subsidiary of the
Company, or any of the Company’s pension, profit sharing, or similar plans, has
engaged in any transaction in the Company’s common stock during the past sixty
(60) days.
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ITEM
12.
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THE
SOLICITATION AND RECOMMENDATION.
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(d) The
Company has not granted any stockholder (including any executive officer,
director or affiliate) any voting or similar right in connection with the offer.
To the extent known by the Company after reasonable inquiry, no executive
officer, director or affiliate of the Company intends to tender or sell its
common stock pursuant to the offer. The information set forth in “Information About the Company—Stock
Ownership” and “Special
Factors—Determination of Fairness of Offer by Our Board of Directors” of
the Offer to Purchase is incorporated herein by reference.
(e) To
the extent known by the Company after reasonable inquiry, no executive officer,
director or affiliate of the Company has made a recommendation either in support
of or opposed to the odd-lot tender offer.
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ITEM
13.
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FINANCIAL
STATEMENTS.
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(a) The
financial statements included in (i) the Company’s Annual Report on Form 10-K
for the year ended September 30, 2008, and (ii) the Company’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2009, as filed with the SEC, are
incorporated herein by reference. The information included in “Information About the
Company—Summary Consolidated Financial Information,” “Additional
Information” and “Incorporation of Certain Documents
by Reference” in the Offer to Purchase is also incorporated herein by
reference.
(b) No
pro forma financial statements are included in this filing or any of the
disclosure documents to be mailed to shareholders as the offer is not
anticipated to have a material impact on the Company’s financial condition or
results of operations.
(c) The
information included in “Information About the
Company—Summary Consolidated Financial Information,” “Additional
Information” and “Incorporation of Certain Documents
by Reference” in the Offer to Purchase is incorporated herein by
reference.
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ITEM
14.
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PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR
USED.
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(a) No
outside person will be directly or indirectly retained, employed, retained or
compensated to make solicitations or recommendations in connection with the
offer. The Chief Financial Officer of the Company, Marc J. Weishaar, will act as
Information Agent for the offer. He will receive no separate compensation for
serving in such capacity. The Company has engaged Registrar and Transfer Company
to act as Depositary for the offer. Neither the Information Agent nor the
Depositary has been authorized to make any solicitation or recommendation in or
with respect to this offer. The Depositary will be paid customary fees and
expenses for its services. See Item 10(c) above. The information included in
“Additional
Information” in the Offer to Purchase is incorporated by
reference.
(b) Employees
of the Company may perform administrative tasks in connection with the offer,
and they will be not be separately compensated for such services. The
Company’s
directors, officers and employees may also solicit tenders in person, by
telephone or through other forms of communication, but these persons will not
receive any additional compensation for the solicitations. The information
included in “Terms of the
Offer—Fees and Expenses” in the Offer to Purchase is incorporated by
reference.
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ITEM
15.
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ADDITIONAL
INFORMATION.
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(b) All
information set forth in the Offer to Purchase is incorporated herein by
reference.
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Exhibit No.
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Description
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16(a)(1)(i)
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Offer
to Purchase
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16(a)(1)(ii)
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Letter
of Transmittal
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16(a)(1)(iii)
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Form
of Notice of Guaranteed Delivery
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16(a)(1)(iv)
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Instruction
Form for Shares Held by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
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16(a)(1)(v)
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Letter
to Shareholders from Brent M. Giles, President and Chief Executive
Officer, dated October 13, 2009
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16(a)(1)(vi)
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Press
Release Dated October 13,
2009
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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.
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LIBERTY
BANCORP, INC.
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/s/ Brent M. Giles
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Brent
M. Giles
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President
and Chief Executive Officer
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Dated:
October 13, 2009