This
statement is filed in connection with (check the appropriate box):
a.
xThe
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.
b.
oThe
filing of a
registration statement under the Securities Act of 1933.
c.
oA
tender offer.
d.
oNone
of the
above.
Check
the
following box if the soliciting materials or information statement referred
to
in checking box (a) are preliminary copies: o
Check
the
following box if the filing is a final amendment reporting the results
of the
transaction: x
INTRODUCTION
This
Amendment No. 8 - Final Amendment to Rule 13e-3 Transaction Statement (the
"Statement") on Schedule 13E-3 (the "Schedule 13E-3") is being filed by United
Tennessee Bankshares, Inc., a Tennessee corporation ("United Tennessee" or
the
"Company"), Richard G. Harwood, J. William Myers, Tommy C. Bible, William
B. Henry, Ben W. Hooper, III, Robert L. Overholt and Robert D. Self
(collectively, the "Individuals"), who are the directors and executive officers
of the Company, pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended, and Rule 13e-3 thereunder in connection with the Agreement
and
Plan of Merger dated as of June 17, 2005 (the "Merger Agreement"), by and
between the Company and United Tennessee Bankshares, Inc. ("Merger Corp.")
Merger Corp. is not a filing party of this Amendment No. 8 because it was
merged
with and into the Company, with the Company as the Surviving Corporation,
effective February 22, 2006.
This
Amendment No. 8
to Schedule 13E-3 is being filed as a final amendment to Schedule 13E-3 to
report the results of the Rule 13E-3 transaction described herein pursuant
to
the requirements of the Securities Exchange Act of 1934, as amended. At
the annual meeting of shareholders of the Company held on February 21, 2006,
the
shareholders adopted and approved the Merger Agreement. The Company and
the Merger Corp. have filed Articles of Merger with the Office of the Secretary
of State of Tennessee providing for the merger to become effective upon
filing. As a result of the merger, each share of Company common stock (the
"Company Common Stock"), held by a shareholder who as of the Effective Time
owned fewer than 2,500 shares of Company common stock was converted into
the
right to receive $22.00 per share in cash from the Company. Each share of
Company Common Stock held by a shareholder who as of the Effective Time owned
2,500 or more shares of Company Common Stock was unaffected by the merger
and
remains issued and outstanding. As a result of the merger, there are fewer
than 300 shareholders of record of the Company Common Stock. On February23, 2006, the Company filed a Form 15 with the SEC to provide notice of
termination of registration of the Company Common Stock.
The
Company has filed
a definitive proxy statement (including annexes, the "Proxy Statement") with
the
SEC under regulation 14A of the Securities Exchange Act of 1934, as
amended. Each of the cross references indicated in the Items of this
Schedule 13E-3 shows the location in the Proxy Statement of the information
required to be included in response to such Item in this Schedule 13E-3.
The information contained in the Proxy Statement is hereby expressly
incorporated by reference and the responses to each item in this Schedule
13E-3
are qualified in their entirety by the information contained in the Proxy
Statement. Capitalized terms used but not defined herein shall have the
meanings given to them in the Proxy Statement.
All
information contained in this Schedule 13E-3 concerning the Company and the
Merger Corp. has been supplied by the Company and all information concerning
the
Individuals has been supplied by the Individuals.
The
information contained in the Proxy Statement, including all annexes thereto,
is
hereby expressly incorporated herein by reference. Capitalized terms used
but not defined herein shall have the meanings given to them in 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.
Item
5 is hereby amended and supplemented as follows:
ITEM
5. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(b)
SIGNIFICANT CORPORATE EVENTS. At the annual meeting of shareholders held
on February 21, 2006, the shareholders of the Company voted to approve the
Merger Agreement. The Merger Agreement was approved by the holders of
approximately 88% of the shares of Company Common Stock issued and outstanding
as of December 27, 2005, the voting record date for the annual meeting.
The Articles of Merger have been filed with the Office of the Secretary
of State
of Tennessee and the merger has become effective. The Company has made
arrangements with Registrar and Transfer Company, as exchange agent, to
send to the holders of Company Common Stock as of the Effective Time a
letter of
transmittal instructing eligible shareholders on the procedure for surrendering
their stock certificates and receiving payment for their shares of Company
Common Stock. On February 23, 2006, the Company filed a Form 15 with the
SEC to provide notice of termination of registration of the Company Common
Stock.
Item
6 is hereby amended and supplemented as
follows:
ITEM
6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(d)(1).
Agreement and Plan of Merger dated as of June 17, 2005 by and between the
Company and United Tennessee Merger Corp. (included as Annex A to the Company's
Proxy Statement filed as part of the Schedule 14A included as Exhibit (a)(1)
to
this Schedule 13E-3).*
(e)(1).
Form of Tax Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
(previously filed).
(f)(1).
Sections 48-21-101 through 48-23-302 of Tennessee Business Corporation Act
(included as Annex C to the Company's Proxy Statement filed as part of the
Schedule 14A included as Exhibit (a)(1) to this Schedule 13E-3).*
*Incorporated
by reference to the Company's Definitive Proxy Statement, on Schedule 14A,
as
filed with the Commission on January 17, 2006.
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.
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.
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.
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.
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.
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.
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.
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.
