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
(AMENDMENT
NO. 5)
Northway
Financial, Inc.
(Name
of
Issuer)
Northway
Financial, Inc.
(Name
of
Person(s) Filing Statement)
Common
Stock, Par Value $1.00 Per Share
(Title
of
Class of Securities)
667270102
(CUSIP
Number of Class of Securities)
Richard
P. Orsillo
Northway
Financial, Inc.
9
Main
Street
Berlin,
New Hampshire 03570
(603)
752-1171
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
With
a
copy to:
William
P. Mayer
Goodwin
Procter LLP
One
Exchange Place
Boston,
MA 02109
(617)
570-1534
This
statement is filed in connection with (check the appropriate box):
a.
|X|
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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|_|
The filing of a registration statement under the Securities Act of
1933.
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c.
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A tender offer.
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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
|
Transaction
Valuation(*)
Amount of Filing Fee**
------------------------
----------------------
$9,031,000
$1,806.20
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*Estimated
maximum price to be paid in lieu of issuance of fractional shares of common
stock to persons who would hold less than one whole share of common stock of
record after the proposed reverse stock split and based on an amount per share
equal to the product obtained by multiplying (A) $37.50 by (B) the total number
of shares of common stock owned by all such stockholders of record immediately
prior to the reverse stock split.
**Determined
pursuant to Rule 0-11(b)(1) as $9,031,000 multiplied by .0002.
|x|
Check
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.
(1) Amount
previsously paid: $1,006.500
(2) Form
or Registration No.: Schedule 13E-3
(3) Filing
Party: Northway Financial, Inc.
INTRODUCTION
This
Amendment No. 5 ("Amendment") amends and supplements the Rule 13E-3 Transaction
Statement on Schedule 13E-3 (the "Schedule 13E-3") filed on April 16, 2007
by
Northway Financial, Inc. (the "Company"), as amended by Amendment No. 1 to
the
Schedule 13E-3 filed on April 16, 2007, Amendment No. 2 to the Schedule 13E-3
filed on May 24, 2007, Amendment No. 3 to the Schedule 13E-3 filed on June
20,
2007 and Amendment No. 4, filed on July 13, 2007. This Amendment is being
filed
by the Company as a final amendment to the Schedule 13E-3 to report the results
of the 1-for-400 reverse stock split followed immediately by an 800-for-1
forward stock split of the Company's common stock (the "Split
Transaction").
Stockholders
holding shares of the Company's common stock representing the required majority
of votes approved the Split Transaction at a meeting of the Company's
stockholders held on August 28, 2007 with 67% of the shares of common stock
voting in favor of the reverse split and 67% of the shares of common stock
voting in favor of the forward split. On September 11, 2007, the Company
filed
Articles of Amendment with the Secretary of State of the State of New Hampshire
to effect the Split Transaction. As a result of the effectiveness of the
Split
Transaction, as of 6:00 p.m. (Eastern Time) on September 11, 2007, (i)
stockholders owning fewer than 400 shares of the Company's common stock on
to
September 4, 2007 (the “Record Date of the Split Transaction”) will receive cash
at a price of $37.50 per share owned by such stockholders prior on the Record
Date of the Split Transaction and (ii) stockholders owning 400 or more shares
of
the Company's common stock on the Record Date of the Split Transaction own
double the number of shares of the Company's common stock as they did on
the
Record Date of the Split Transaction. The Company also filed a Form 25 with
the
Securities and Exchange Commission (the "SEC") on September 11, 2007 to
terminate its listing on the NASDAQ Stock Market.
Based
on
the information available to the Company, the Split Transaction reduced the
number of record holders of the Company's common stock to fewer than 300.
The
Company filed a Form 15 with the Securities and Exchange Commission (the
"SEC")
on September 21, 2007 to terminate the registration of the Company's common
stock under the Securities Exchange Act of 1934, as amended. Upon the filing
of
the Form 15, the Company was no longer required to file periodic reports
with
the SEC, including annual reports on Form 10-K and quarterly reports on Form
10-Q.
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:
September 21, 2007
NORTHWAY
FINANCIAL, INC.
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By:
/s/ Richard P. Orsillo
----------------------------------------
Richard
P. Orsillo
Senior
Vice President and Chief Financial Officer
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