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. 2)
First Bancshares, Inc.
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(Name of Issuer)
First Bancshares, Inc.
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(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
318687 10 0
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(CUSIP Number of Class of Securities)
Ronald J. Walters
First Bancshares, Inc.
142 E. First Street
Mountain Grove, Missouri 65711
(417) 926-5151
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Persons Filing Statement)
With a copy to:
John F. Breyer, Jr.
Breyer & Associates PC
8180 Greensboro Drive, Suite 785
McLean, Virginia 22102
(703) 883-1100
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").
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
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Transaction Valuation(*) Amount of Filing Fee**
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$2,514,456 $98.83
* 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) $21.00 by (B) the
total number of shares of common stock (119,736 shares) owned by all such
stockholders of record immediately prior to the reverse stock split.
** Determined pursuant to Rule 0-11(b)(1) as $2,514,546 multiplied by
..00003930
[ ]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 previously (3) Filing Party: First Bancshares, Inc.
paid: $98.83
(2) Form or Registration (4) Date Filed: February 22, 2008
No.: Schedule 13E-3
INTRODUCTION
First Bancshares, Inc. a Missouri Corporation ("First Bancshares") is
proposing that First Bancshares's stockholders adopt amendments to the amended
and restated articles of incorporation of First Bancshares that will result in
a reverse/forward stock split transaction. If the split transaction is
completed our stockholders of record who hold only fractional shares after
giving effect to the 1-for-500 reverse stock split will receive a payment of
$21.00 per share for each pre-split share. If the split transaction is
completed, stockholders of record with fewer than 500 shares prior to the
reverse stock split will have no interest in First Bancshares and will become
entitled only to a cash payment for their shares. Based upon an analysis of
the stockholder base as of July 2, 2007, First Bancshares expects to pay
approximately $2.5 million to its stockholders in the aggregate in the reverse
stock split. Based upon recent trading activity, First Bancshares believes
that the amount payable to non-continuing stockholders will change, and the
cost of the transaction could increase significantly as a result of further
trading activity in its shares between the date hereof and the effective date
of the split transaction. After First Bancshares completes the reverse stock
split and identifies those stockholders entitled to payment for their
pre-split shares, it will complete a forward stock split in which each share
of common stock will be converted into 500 shares of common stock post-split.
As a result, stockholders of record who hold 500 or more shares prior to the
split transaction will ultimately hold the same number of shares following the
split transaction. The effect of the split transaction will be to reduce the
number of stockholders of record to less than 300, which will allow First
Bancshares to suspend its reporting obligations under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed by
First Bancshares pursuant to Section 13(e) of the Exchange Act and Rule 13e-3
thereunder.
This Schedule 13E-3 is being filed with the Securities and Exchange Commission
and includes a preliminary proxy statement filed by First Bancshares pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as amended,
pursuant to which the holders of the common stock of First Bancshares will be
given notice of the annual meeting at which they will be asked to approve the
reverse and forward stock splits, and to transact any other business properly
brought before the annual meeting.
The information contained in the proxy statement is hereby expressly
incorporated herein by reference and the responses to each item are qualified
in their entirety by reference to the information contained in the proxy
statement. As of the date hereof, the proxy statement is in preliminary form
and is subject to completion or amendment. This Schedule 13E-3 will be further
amended to reflect such completion or amendment of the proxy statement.
All parenthetical references under the various Items contained in this
Schedule 13E-3 are references to the corresponding Items contained in
Regulation M-A under the Exchange Act.
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TRANSACTION STATEMENT
ITEM 1. Summary Term Sheet.
(Reg. M-A 1001)
The information set forth in the proxy statement under the caption "SUMMARY
TERM SHEET" is hereby incorporated by reference.
ITEM 2. Subject Company Information.
(Reg. M-A 1002)
(a) The information set forth in the proxy statement under the caption
"SUMMARY TERM SHEET" is hereby incorporated herein by reference.
(b) The information set forth in the proxy statement under the caption
"SUMMARY TERM SHEET -- Record Date" is hereby incorporated herein by
reference.
(c) The information set forth in the proxy statement under the caption
"MARKET PRICE OF FIRST BANCSHARES COMMON STOCK AND DIVIDEND INFORMATION" is
hereby incorporated herein by reference.
(d) The information set forth in the proxy statement under the caption
"MARKET PRICE OF FIRST BANCSHARES COMMON STOCK AND DIVIDEND INFORMATION" is
hereby incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the proxy statement under the caption
"COMMON STOCK PURCHASE INFORMATION" is hereby incorporated herein by
reference.
ITEM 3. Identity and Background of Filing Person.
(Reg. M-A 1003(a) through (c))
(a)-(c) The information set forth in the proxy statement under the caption
"SUMMARY TERM SHEET -- Questions and Answers about the Split Transaction and
the Annual Meeting" is hereby incorporated herein by reference.
The (i) name, (ii) current principal occupation or employment, and the name
and principal business of any corporation or other organization in which the
employment or occupation is conducted, and (iii) material occupations,
positions, offices or employment during the past five years, of each of the
Directors of First Bancshares is incorporated by reference to "ELECTION OF
DIRECTORS" in the proxy statement. Each such person is a United States
citizen. Unless otherwise noted, the principal address of each person
identified in that section of the proxy statement is 142 E. First Street,
Mountain Grove, Missouri 65711.
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The principal business addresses of the businesses for whom such Directors
have worked during the last five years, other than those Directors employed by
the Company, are as follows:
Directors Business Address of Employer
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Billy E. Hixon Retired since July 4, 2002
John G. Moody Wright County Missouri
P. O. Box 439
Mansfield, MO 65704
D. Mitch Ashlock First Federal Savings and Loan
Association
100 E. Park Street
Olathe, KS 66061
Thomas M. Sutherland Sutherland's
302 East South Street
Ozark, MO 65721
Harold F. Glass Millington, Glass & Love
1736 E. Sunshine, Suite 405
Springfield, MO 65804
Information, including business experience, concerning the Executive Officers
of the Company and First Home Savings Bank who are not also Directors of the
Company is incorporated by reference to "ELECTION OF DIRECTORS -- Executive
Officers" in the proxy statement. Each of such Executive Officers is a United
States citizen. Their principal business address is 142 E. First Street,
Mountain Grove, Missouri, 65711.
Neither First Bancshares, First Home Savings Bank, nor, to our knowledge, any
of the Directors or Executive Officers has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been
a party to any judicial or administrative proceeding (except for matters that
were dismissed without sanction or settlement) that resulted in a judgment,
decree or final order enjoining 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.
ITEM 4. Terms of Transaction.
(Reg. M-A 1004(a) and (c) through (f))
(a) The information set forth in the proxy statement under the captions
"SUMMARY TERM SHEET," "THE SPLIT TRANSACTION -- SPECIAL FACTORS -- Overview of
the Split Transaction," "-- Background of the Split Transaction," "-- Reasons
for the Split Transaction," "-- Fairness of the Split Transaction," "-- Board
of Directors Recommendation," "-- Effects of the Split Transaction on
Affiliates," "-- Effects of the Split Transaction on First Bancshares," "--
Interests of Certain Persons in the Split Transaction," "-- Accounting
Treatment," "-- Federal Income Tax Consequences" and "SUMMARY TERM SHEET --
Vote Required for Approval of Proposals" is hereby incorporated herein by
reference.
(b) Securities held by directors, officers or affiliates holding fewer than
500 shares will be repurchased pursuant to the transaction upon the same terms
as all other stockholders holding fewer than 500 shares.
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(c) The information set forth in the proxy statement under the caption "THE
SPLIT TRANSACTION -- SPECIAL FACTORS -- Fairness of the Split Transaction," "-
- Structure of the Split Transaction," and "-- Effects of the Split
Transaction on Affiliates."
(d) The information set forth in the proxy statement under the caption "THE
SPLIT TRANSACTION -- SPECIAL FACTORS -- Dissenters' Rights" is hereby
incorporated herein by reference.
(e) The information set forth in the proxy statement under the caption "THE
SPLIT TRANSACTION -- SPECIAL FACTORS -- Fairness of the Split Transaction -
Procedural Fairness" is hereby incorporated herein by reference.
(f) Not applicable.
ITEM 5. Past Contacts, Transaction, Negotiations and Agreements.
(Reg. M-A 1005(a) through (c) and (e))
(a) The information set forth in the proxy statement under the caption
"ELECTION OF DIRECTORS," is hereby incorporated herein by reference.
(b) Not applicable.
(c) The information set forth in the proxy statement under the caption "THE
SPLIT TRANSACTION -- SPECIAL FACTORS -- Background of the Split Transaction"
is hereby incorporated herein by reference.
(e) Certain of the Directors and Executive Officers hold stock options for
shares of the Company's common stock. Information concerning these stock
options is incorporated by reference to "ELECTION OF DIRECTORS -- Security
Ownership of Certain Beneficial Owners and Management" in the proxy statement.
ITEM 6. Purposes of the Transaction and Plans or Proposals.
(Reg. M-A 1006(b) and (c)(1)-(8))
(b) The fractional shares acquired in the reverse stock split will be retired
and returned to the status of authorized but unissued shares of Company Common
Stock.
(c) (1)-(8) The information set forth in the proxy statement under the
captions "THE SPLIT TRANSACTION -- SPECIAL FACTORS -- Background of the Split
Transaction" and "-- Effects of the Split Transaction on First Bancshares."
ITEM 7. Purposes, Alternatives, Reasons and Effects.
(Reg. M-A 1013)
(a)-(c) The information set forth in the proxy statement under the captions
"THE SPLIT TRANSACTION -- SPECIAL FACTORS -- Background of the Split
Transaction," "-- Reasons for the Split Transaction," "-- Fairness of the
Split Transaction," "-- Structure of the Split Transaction" "-- Board of
Directors Recommendation," is hereby incorporated herein by reference.
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(d) The information set forth in the proxy statement under the captions "THE
SPLIT TRANSACTION -- Fairness of the Split Transaction," "-- Effects of the
Split Transaction on Affiliates" "-- Effects of the Split Transaction on First
Bancshares" and "-- Material Federal Income Tax Consequences" is hereby
incorporated herein by reference. The Split Transaction will have no effect on
First Home Savings Bank other than the payment of a dividend of not more than
$5.0 million to First Bancshares in connection with the payment to
shareholders who own less than 500 shares. First Home Savings Bank expects
that it will remain "well capitalized" for regulatory purposes subsequent to
the payment of the dividend.
ITEM 8. Fairness of the Transaction.
(Reg. M-A 1014)
(a)-(b) The information set forth in the proxy statement under the captions
"THE SPLIT TRANSACTION -- Background of the Split Transaction," "-- Reasons
for the Split Transaction," "-- Fairness of the Split Transaction," "--
Substantive Fairness," "-- Procedural Fairness," "-- Valuation and Fairness
Opinions of Index Capital" and "-- Board of Directors Recommendation," is
hereby incorporated herein by reference.
(c) The information set forth in the proxy statement under the captions
"SUMMARY TERM SHEET -- Record Date" and "THE SPLIT TRANSACTION -- SPECIAL
FACTORS -- Procedural Fairness," is hereby incorporated herein by reference.
(d)-(f) The information set forth in the proxy statement under the captions
"THE SPLIT TRANSACTION -- SPECIAL FACTORS -- Background of the Split
Transaction" is hereby incorporated herein by reference.
ITEM 9. Reports, Opinions, Appraisals and Negotiations.
(Reg. M-A 1015)
(a)-(c) The information set forth in the proxy statement under the captions
"THE SPLIT TRANSACTION -- SPECIAL FACTORS Valuation and Fairness Opinions of
Index Capital" is hereby incorporated herein by reference.
Appendix B to the proxy statement is hereby incorporated in its entirety
herein by reference.
Exhibits
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Ex 99.1 Valuation Opinion and Report provided by Index Capital, LLC dated
September 19, 2007*
Ex 99.2 Fairness Opinion provided by Index Capital, LLC dated November 5,
2007*
Ex 99.3 Valuation Opinion and Report provided by Index Capital, LLC dated
February 8, 2008*
Ex 99.4 Stinson, Morrison Hecker LLP Memorandum, "Possible Structures for
Taking a Corporation Private" dated May 21, 2007*
Ex 99.5 Stinson, Morrison Hecker LLP Memorandum, "Summary of July 3, 2007
Meeting and Summary Action Items" dated July 6, 2007*
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* Previously filed on February 22, 2008.
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ITEM 10. Source and Amount of Funds or Other Consideration.
(Reg. M-A 1007)
(a) The information set forth in the proxy statement under the captions "THE
SPLIT TRANSACTION -- SPECIAL FACTORS -- Financing of the Split Transaction" is
hereby incorporated herein by reference.
(b) Not applicable.
(c) The information set forth in the proxy statement under the caption "THE
SPLIT TRANSACTION -- SPECIAL FACTORS -- Fees and Expenses" is hereby
incorporated herein by reference.
(d) Not applicable.
ITEM 11. Interest in Securities of the Subject Company.
(Reg. M-A 1008)
(a) The information set forth in the proxy statement under the caption
"ELECTION OF DIRECTORS -- Security Ownership of Certain Beneficial Owners and
Management" is hereby incorporated herein by reference.
(b) The information set forth in the proxy statement under the caption
"COMMON STOCK PURCHASE INFORMATION" is hereby incorporated herein by
reference.
ITEM 12. The Solicitation or Recommendation.
(Reg. M-A 1012(d) and (e))
(d) The information set forth in the proxy statement under the caption
"SUMMARY TERM SHEET -- Vote Required for Approval of Proposals," is hereby
incorporated herein by reference.
(e) The information set forth in the proxy statement under the caption "THE
SPLIT TRANSACTION -- SPECIAL FACTORS -- Board of Directors Recommendation" is
hereby incorporated herein by reference.
ITEM 13. Financial Statements.
(Reg. M-A 1010(a) and (b))
(a) The information set forth in the proxy statement under the captions
"SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA" and "INFORMATION
INCORPORATED BY REFERENCE" is hereby incorporated herein by reference.
(b) The information set forth in the proxy statement under the caption
"SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA" is hereby incorporated
herein by reference.
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ITEM 14. Persons/Assets, Retained, Employed, Compensated or Used.
(Reg. M-A 1009)
(a)-(b) The information set forth in the proxy statement under the captions
"SOLICITATION OF PROXIES; EXPENSES OF SOLICITATION" is hereby incorporated
herein by reference.
ITEM 15. Additional Information.
(Reg. M-A 1011(b))
(b) The information set forth in the proxy statement, including all
appendices attached thereto, is hereby incorporated herein by reference.
ITEM 16. Exhibits.
(Reg. M-A 1016(a) through (d), (f) and (g))
(a) Preliminary Proxy Statement, together with the proxy card, as amended.*
(b) Not applicable.
(c)(1) Valuation Opinion and Report provided by Index Capital, LLC dated
September 19, 2007
(c)(2) Fairness Opinion provided by Index Capital LLC, dated November 5,
2007
(c)(3) Valuation Opinion and Report provided by Index Capital, LLC dated
February 8, 2008
(c)(4) Fairness Opinion provided by Index Capital LLC, dated February 8,
2008**
(d) Certain of the Directors and Executive Officers hold stock options for
shares of the Company's common stock. Information concerning these stock
options is incorporated by reference to "ELECTION OF DIRECTORS -- Security
Ownership of Certain Beneficial Owners and Management" in the proxy statement.
(f) Statement describing Security Holders' Dissenters' Rights***
(g) Not applicable.
Ex 99.1 Valuation Opinion and Report provided by Index Capital, LLC dated
September 19, 2007 (1)
Ex 99.2 Fairness Opinion provided by Index Capital, LLC dated November 5,
2007 (1)
Ex 99.3 Valuation Opinion and Report provided by Index Capital, LLC dated
February 8, 2008 (1)
Ex 99.4 Stinson, Morrison Hecker LLP Memorandum, "Possible Structures for
Taking a Corporation Private" dated May 21, 2007 (1)
Ex 99.5 Stinson, Morrison Hecker LLP Memorandum, "Summary of July 3, 2007
Meeting and Summary Action Items" dated July 6, 2007 (1)
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* Incorporated by reference to the Company's Schedule 14A, as amended and
as filed with the SEC on April 9, 2008.
** Incorporated by reference to Appendix B of Exhibit (a).
*** Incorporated by reference to the information set forth in the section
entitled "THE SPLIT TRANSACTION -- SPECIAL FACTORS -- Dissenters' Rights"
in Exhibit (a)
(1) Previously filed on February 22, 2008.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 9, 2008
FIRST BANCSHARES, INC.
/s/Daniel P. Katzfey
By: --------------------------------------
Daniel P. Katzfey
President, and Chief Executive Officer
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Exhibit Index
(a) Preliminary Proxy Statement, together with the proxy card, as
amended.*
(b) Not applicable.
(c)(1) Valuation Opinion and Report provided by Index Capital, LLC dated
September 19, 2007 (1)
(c)(2) Fairness Opinion provided by Index Capital LLC, dated November 5,
2007 (1)
(c)(3) Valuation Opinion and Report provided by Index Capital, LLC dated
February 8, 2008 (1)
(c)(4) Fairness Opinion provided by Index Capital LLC, dated February 8,
2008**
(d) Not applicable.
(f) Statement describing Security Holders' Appraisal Rights***
(g) Not applicable.
Ex 99.1 Valuation Opinion and Report provided by Index Capital, LLC dated
September 19, 2007 (1)
Ex 99.2 Fairness Opinion provided by Index Capital, LLC dated November 5,
2007 (1)
Ex 99.3 Valuation Opinion and Report provided by Index Capital, LLC dated
February 8, 2008 (1)
Ex 99.4 Stinson, Morrison Hecker LLP Memorandum, "Possible Structures for
Taking a Corporation Private" dated May 21, 2007 (1)
Ex 99.5 Stinson, Morrison Hecker LLP Memorandum, "Summary of July 3, 2007
Meeting and Summary Action Items" dated July 6, 2007 (1)
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* Incorporated by reference to the Company's Schedule 14A, as amended and
as filed with the SEC on April 9, 2008.