-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DFx5K/wFsNmAnN7LjLYGBJ0P0yPzYfJ6E41sOfOI7erNL3qqluqM64ffePDQp0b9 WqZiMsUtWJCbKVn5HtLKQQ== 0001193805-07-002132.txt : 20070817 0001193805-07-002132.hdr.sgml : 20070817 20070817135203 ACCESSION NUMBER: 0001193805-07-002132 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070817 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FARMERS CAPITAL BANK CORP CENTRAL INDEX KEY: 0000713095 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 611017851 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82998 FILM NUMBER: 071064713 BUSINESS ADDRESS: STREET 1: PO BOX 309 STREET 2: 202 W MAIN ST CITY: FRANKFORT STATE: KY ZIP: 40602 BUSINESS PHONE: 5022271668 MAIL ADDRESS: STREET 1: P O BOX 309 STREET 2: 202 WEST MAIN STREET CITY: FRANKFORT STATE: KY ZIP: 40602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARMERS CAPITAL BANK CORP CENTRAL INDEX KEY: 0000713095 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 611017851 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: PO BOX 309 STREET 2: 202 W MAIN ST CITY: FRANKFORT STATE: KY ZIP: 40602 BUSINESS PHONE: 5022271668 MAIL ADDRESS: STREET 1: P O BOX 309 STREET 2: 202 WEST MAIN STREET CITY: FRANKFORT STATE: KY ZIP: 40602 SC TO-I/A 1 e602494_sctoa-farmers.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ SCHEDULE TO/A Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) ------------------ Farmers Capital Bank Corporation (Name of Subject Company (Issuer)) Farmers Capital Bank Corporation (Issuer) (Name of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) ------------------ Common Stock, par value $.125 per share (Title of Class of Securities) 309562 (CUSIP Number of Class of Securities) ------------------ G. Anthony Busseni President and Chief Executive Officer Farmers Capital Bank Corporation 202 West Main Street P.O. Box 309 Frankfort, KY 40602-0309 (502) 227-1668 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) ------------------ Copy to: J. David Smith, Jr., Esq. Richard H. Mains, Esq. Stoll Keenon Ogden PLLC 300 W. Vine St., Ste. 2100 Lexington, KY 40507-1801 (859) 231-3000 ------------------ |_| 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. Amount Previously Paid: ________________ Filing Party: _______________ Form or Registration No. _______________ Date Filed: _________________ |_| 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: |_| ================================================================================ This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with Securities and Exchange Commission on July 19, 2007 ("Schedule TO"), as amended, relating to the issuer tender offer by Farmers Capital Bank Corporation, a Kentucky corporation ("Farmers Capital" or the "Company"), to purchase up to 550,000 shares of common stock, par value $0.125 per share (the "Shares"), or such lesser number of Shares as are properly tendered and not properly withdrawn, at prices between $31.00 and $35.00 per share, without interest. Farmers Capital's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 19, 2007 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO and which are incorporated herein by reference, except that such information is hereby amended and supplemented to the extent specifically provided herein. Item 11. Additional Information Item 11(b) of the Schedule TO is hereby amended and supplemented by inserting at the end thereof the following: On August 17, 2007, the Company issued a press release announcing the preliminary results of the Offer, a copy of which is filed as Exhibit (a)(5)(iii) to the Schedule TO and is incorporated by reference herein. ITEM 12. Exhibits. Item 12 is hereby amended and supplemented by adding the following exhibit: (a)(5)(iii)Press Release issued by Farmers Capital Bank Corporation, dated August 17, 2007 (filed herewith). 1 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. Date: August 17, 2007 FARMERS CAPITAL BANK CORPORATION By: /s/ G. ANTHONY BUSSENI ---------------------------- G. Anthony Busseni President and Chief Executive Officer 2 INDEX TO EXHIBITS (a)(1)(i) Offer to Purchase, dated July 19, 2007.* (a)(1)(ii) Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).* (a)(1)(iii) Notice of Guaranteed Delivery.* (a)(1)(iv) Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees.* (a)(1)(v) Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and other Nominees.* (a)(1)(vi) Letter to Shareholders, dated July 19, 2007, from G. Anthony Busseni, President and Chief Executive Officer of Farmers Capital Bank Corporation* (a)(1)(vii) Letter to Participants in Farmers Capital Bank Corporation's Employee Stock Purchase Plan* (a)(1)(viii) Agent Plan Administrator Direction Form (Transmittal - ESPP)* (a)(2) None. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5)(i) Press Release issued by Farmers Capital Bank Corporation, dated July 19, 2007.* (a)(5)(ii) Press Release issued by Farmers Capital Bank Corporation, dated August 15, 2007.** (a)(5)(iii) Press Release issued by Farmers Capital Bank Corporation, dated August 17, 2007.*** (b)(i) Indenture, dated as of August 14, 2007, between Farmers Capital Bank Corporation and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K filed with the Commission on August 15, 2007 [File No. 000-14412]). (b)(ii) Guarantee Agreement, dated as of August 14, 2007, between Farmers Capital Bank Corporation, as Guarantor, and Wilmington Trust Company, as Guarantee Trustee (incorporated by reference to Exhibit 99.3 of the Company's Current Report on Form 8-K filed with the Commission on August 15, 2007 [File No. 000-14412]). (b)(iii) Declaration of Trust of Farmers Capital Bank Trust III, dated as of August 10, 2007 (incorporated by reference to Exhibit 99.4 of the Company's Current Report on Form 8-K filed with the Commission on August 15, 2007 [File No. 000-14412]). (b)(iv) Amended and Restated Declaration of Trust of Farmers Capital Bank Trust III, dated as of August 14, 2007 (incorporated by reference to Exhibit 99.5 of the Company's Current Report on Form 8-K filed with the Commission on August 15, 2007 [File No. 000-14412]). (d)(i) Farmers Capital Bank Corporation's Non-Qualified Stock Option Plan (incorporated herein by reference to Appendix A to the Company's Proxy Statement filed with the Commission on March 31, 1998 [File No. 000-14412]). (d)(ii) Form of Farmers Capital Bank Corporation Nonqualified Stock Option Agreement.* (d)(iii) Farmers Capital Bank Corporation Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10 to the Company's Form S-8 [Reg. No. 333-116801] filed with the Commission on June 24, 2004). (g) Not applicable. (h) Not applicable. * Previously filed with Schedule TO on July 19, 2007. ** Previously filed with Schedule TO/A on August 15, 2007. *** Filed herewith 3 EX-99.(A)(5)(II) 2 e602494_ex99-a5iii.txt PRESS RELEASE Exhibit (a)(5)(iii) Farmers Capital Bank Corporation Announces Preliminary Results Of Its Modified "Dutch Auction" Tender Offer Frankfort, Kentucky, August 17, 2007 - Farmers Capital Bank Corporation (NASDAQ: FFKT; "Farmers Capital") today announced the preliminary results of its modified "Dutch Auction" tender offer, which expired at 12:01 a.m., Eastern Daylight Savings Time, on Thursday, August 16, 2007. Based on the preliminary count by the depositary for the tender offer, Farmers Capital expects to accept for payment an aggregate of 559,990 shares of its common stock at a purchase price of $32.00 per share, for a total cost of approximately $17,919,680, excluding fees and expenses relating to the tender offer. These shares represent approximately 7.08% of the shares issued and outstanding as of August 16, 2007. Based on a preliminary count by American Stock Transfer & Trust Company, the depositary for the tender offer, a total of 964,179 shares of common stock were properly tendered and not withdrawn at prices within the stated range for the tender offer of $31.00 to $35.00 per share. Of the total shares of common stock tendered, based on the preliminary count, 559,990 shares were properly tendered and not withdrawn at prices at or below $32.00 per share, including 30,991 shares that were tendered through notice of guaranteed delivery. The 559,990 shares expected to be purchased are comprised of the 550,000 shares Farmers Capital offered to purchase and 9,990 shares to be purchased pursuant to Farmers Capital's right in accordance with applicable securities laws to purchase up to an additional 2% of the outstanding shares, without extending the tender offer. It is anticipated that the tender offer for the shares will not be subject to proration. The number of shares to be purchased and the price per share are preliminary. The determination of the final number of shares to be purchased, the final price per share and any proration factor is subject to confirmation by the depositary of the proper delivery of the shares validly tendered and not withdrawn. The actual number of shares validly tendered and not withdrawn, the final price per share and the final proration factor will be announced following the completion of the confirmation process and expiration of the notice of guaranteed delivery period. Payment for the shares accepted for purchase and return of all other shares tendered and not accepted for purchase will occur promptly thereafter. The self-tender offer was made pursuant to an Offer to Purchase dated July 19, 2007 and related Letter of Transmittal, in which Farmers Capital offered to purchase up to 550,000 shares at a price not greater than $35.00 and not less than $31.00 per share, filed with the Securities and Exchange Commission on July 19, 2007, as amended. Sandler O'Neill + Partners, L.P. is acting as the dealer manager for the tender offer. Georgeson, Inc. is acting as the information agent and American Stock Transfer & Trust Company is acting as the depositary for the tender offer. Farmers Capital Bank Corporation is a financial holding company headquartered in Frankfort, Kentucky. Farmers Capital operates 36 banking locations in 23 communities throughout Central and Northern Kentucky, a leasing company, a data processing company, a mortgage company, and an insurance company. Its stock is publicly traded on The NASDAQ Stock Market in the Global Select Market tier under the symbol: FFKT. This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations, but are subject to certain risks and uncertainties that may cause actual results to differ materially. Among the risks and uncertainties that could cause actual results to differ materially are economic conditions generally and in the subject market areas, overall loan demand, increased competition in the financial services industry which could negatively impact the ability of the subject entities to increase total earning assets, and retention of key personnel. Actions by the Federal Reserve Board and changes in interest rates, loan prepayments by, and the financial health of, borrowers, and other factors described in the reports filed by us with the Securities and Exchange Commission could also impact current expectations. For more information about these factors please see our Annual Report on Form 10-K on file with the SEC. All of these factors should be carefully reviewed, and readers should not place undue reliance on these forward-looking statements. These forward-looking statements were based on information, plans and estimates at the date of this press release, and Farmers Capital does not promise to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes. Contact: C. Douglas Carpenter Farmers Capital Bank Corporation (502) 227-1668 2 -----END PRIVACY-ENHANCED MESSAGE-----