SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3
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MBT FINANCIAL CORP.
(NAME OF SUBJECT COMPANY)
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MBT FINANCIAL CORP.
(NAME OF FILING PERSONS--OFFEROR)
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COMMON SHARES, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
578877102
(CUSIP NUMBER OF CLASS OF SECURITIES)
MR. RONALD D. LABEAU
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
102 E. FRONT STREET
MONROE, MICHIGAN 48161
(734) 241-3431
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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COPIES TO:
E. L. HERBERT, ESQ.
WERNER & BLANK, LLC
7205 W. CENTRAL AVE.
TOLEDO, OHIO 43617
(419) 841-8051
CALCULATION OF FILING FEE
Transaction Amount of
Valuation*: $30,200,787.50 Filing Fee: $2,444
* Calculated in accordance with Rule 0-11 of the Securities Exchange Act of
1934. This amount was calculated based on the purchase of 1,632,475 common
shares, no par value, at the tender offer price of $18.50 per share in
cash.
/X/ 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 date of its filing.
Amount Previously Paid: $1,871. Filing Party: MBT Financial Corp.
Form or Registration No.: Schedule TO. Date Filed: October 30, 2003.
/ / 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:
/ / third-party tender offer subject to Rule 14d-1. /X/ issuer tender offer
subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3. / / 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: /X/.
2
INTRODUCTORY STATEMENT
This Amendment No. 3 to Tender Offer Statement on Schedule TO further
amends and supplements the Tender Offer Statement on Schedule TO, filed on
October 30, 2003, as amended on November 10, 2003, and December 5, 2003,
relating to the offer of MBT Financial Corp., a Michigan corporation, to
purchase up to 1,250,000 of its common shares, no par value, or such lesser
number of shares as are validly tendered and not properly withdrawn. MBT
Financial Corp. offered to purchase these shares at a price of $18.50 per share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated October 30, 2003 (the
"Offer to Purchase"), and in the related Letter of Transmittal ("Letter of
Transmittal"), which, as amended or supplemented, together constituted the
tender offer (the "Offer").
This Amendment No. 3 to Schedule TO is filed to satisfy the reporting
requirements of Rule 13e-4 of the Securities Exchange Act of 1934, as amended,
solely to set forth the results of the Offer. Copies of the Offer to Purchase
and the related Letter of Transmittal were previously filed with the Schedule TO
as Exhibits 99(a)(1)(i) and 99 (a)(1)(ii), respectively.
The information in the Offer to Purchase and the related Letter of
Transmittal, as previously amended and supplemented by amendments to this
Schedule TO, is incorporated in this Amendment No. 3 to the Schedule TO, as
amended, by reference to all of the applicable items in the Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
The offer expired at 5:00 p.m., Eastern time, on December 4, 2003.
According to the depositary, an aggregate of 2,646,758 shares were validly
tendered, not withdrawn and available for purchase by the Company pursuant to
the Offer. The Company, effective December 11, 2003, accepted for purchase
1,632,475 of the tendered shares at the purchase price of $18.50 per share, net
to the seller in cash, which resulted in a final proration factor of 61.63%
being applied to the purchase of shares tendered under the offer, other than
shares tendered pursuant to qualifying odd lot tenders.
On December 11, 2003, MBT Financial Corp. issued a press release
announcing the completion of its tender offer. The press release is included
herein as Exhibit 99 (a)(1)(xiii) and is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(i) Form of Offer to Purchase, dated October 30, 2003.*
(a)(1)(ii) Form of Letter of Transmittal (including Certification of
Taxpayer Identification Number on Form W-9). *
(a)(1)(iii) Notice of Guaranteed Delivery.*
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(v) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to their Clients.*
(a)(1)(vi) Instruction Form for Shares Held by Brokers, Dealers, Commercial
Banks and Trust Companies.*
(a)(1)(vii) Form of Letter to Employee Stock Purchase Plan Participants with
Instruction Form.*
(a)(1)(viii) Form of Letter to Shareholders of Company, dated October 30,
2003, from Ronald D. LaBeau, Chairman and Chief Executive Officer
of the Company.*
(a)(1)(ix) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(1)(x) Press Release issued by the Company, dated October 30, 2003.*
3
(a)(1)(xi) Questions and Answers Brochure*
(a)(1)(xii) Press Release issued by the Company, dated December 5, 2003.*
(a)(1)(xiii) Press Release issued by the Company, dated December 11, 2003,
announcing the results of the tender offer.**
(b) None.
(d) None.
(g) None.
(h) None.
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* Previously filed.
** Filed herewith.
4
SIGNATURES
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: December 11, 2003 MBT Financial Corp.
By: /s/ Ronald D. LaBeau
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Ronald D. LaBeau
Chairman and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Ex. 99 (a)(1)(i) Form of Offer to Purchase, dated October 30, 2003.*
Ex. 99 (a)(1)(ii) Form of Letter of Transmittal (including Certification of
Taxpayer Identification Number on Form W-9). *
Ex. 99 (a)(1)(iii) Notice of Guaranteed Delivery.*
Ex. 99 (a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
Ex. 99 (a)(1)(v) Form of Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees to their Clients.*
Ex. 99 (a)(1)(vi) Instruction Form for Shares Held by Brokers, Dealers,
Commercial Banks and Trust Companies.*
Ex. 99 (a)(1)(vii) Form of Letter to Employee Stock Purchase Plan Participants
with Instruction Form.*
Ex. 99 (a)(1)(viii) Form of Letter to Shareholders of Company, dated October
30, 2003, from Ronald D. LaBeau, Chairman and Chief
Executive Officer of the Company.*
Ex. 99 (a)(1)(ix) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
Ex. 99 (a)(1)(x) Press Release issued by the Company, dated October 30,
2003.*
Ex. 99 (a)(1)(xi) Questions and Answers Brochure*
Ex. 99 (a)(1)(xii) Press Release issued by the Company, dated December 5,
2003.*
Ex. 99 (a)(1)(xiii) Press Release issued by the Company, dated December 11,
2003 announcing the results of the tender offer.**
Ex. 99 (b) None.
Ex. 99 (d) None.
Ex. 99 (g) None.
Ex. 99 (h) None.
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* Previously filed.
** Filed herewith.