UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 2 TO
SCHEDULE
13E-3
RULE
13e-3 TRANSACTION STATEMENT
UNDER
SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
First
Bancorp of Indiana, Inc.
(Name
of
the Issuer)
First
Bancorp of Indiana, Inc.
(Name
of
Person(s) Filing Statement)
Common
Stock, Par Value $0.01 Per Share
(Title
of
Class of Securities)
31867T103
(CUSIP
Number of Class of Securities)
Aaron
M.
Kaslow, Esq.
Muldoon
Murphy & Aguggia LLP
5101
Wisconsin Ave., NW
Washington,
DC 20016
(202)
362-0840
(Name,
Address, and Telephone Number of Person Authorized to Receive
Notices
and Communications on Behalf of Person(s) Filing Statement)
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
Act
of 1934.
|
|
b.
|
o
|
The
filing of a registration statement under the Securities Act of
1933.
|
|
c.
|
o
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A
tender offer.
|
|
d.
|
o
|
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 this is a final amendment reporting the results of the
transaction.
o
|
Calculation
of Filing Fee
|
|
|
Transaction
Valuation (1)
|
|
Amount
of Filing Fee (2)
|
|
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$356,006
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|
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$14
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(1)
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, obtained by multiplying (a)
$14.00 by (b) the total number of shares of common stock owned by all such
shareholders of record immediately prior to the reverse stock
split.
(2)
The
amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals the transaction value
multiplied by .0000393.
o
Check
box if any part of the fee is
offset as provided by Exchange Act 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:
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$14.00
|
Filing
party:
|
First
Bancorp of Indiana, Inc.
|
|
Form
or Registration No.:
|
Schedule
13E-3
|
Date
filed:
|
February
29, 2008
|
INTRODUCTION
This
Amendment No. 1 to the Rule 13E-3 Transaction Statement (this “Schedule 13E-3”)
is being filed by First Bancorp of Indiana, Inc. (the “Company”) in connection
with a proposed going private transaction, in which the Company will effect
a
1-for-300 reverse stock split of its common stock, par value $0.01 per share.
In
the reverse stock split, the holders of record of the Company's common stock
will receive one share of common stock for each 300 shares they hold immediately
prior to the effective date of the reverse stock split. Those shareholders
who,
immediately following the reverse stock split, would hold only a fraction of
a
share of Company common stock will, in lieu thereof, be paid an amount, in
cash,
equal to $14.00 times such fraction of a share and will no longer be
shareholders of the Company. Completion of the reverse stock split will result
in the Company having less than 300 shareholders of its common stock, enabling
it to elect to terminate the registration of its common stock pursuant to
Section 12(g) of the Securities Exchange Act of 1934.
Following
the reverse stock split, the Company will conduct a 300-for-1 forward stock
split for those shareholders who, following the reverse stock split, continue
to
hold at least one whole share of Company common stock. As a result, registered
shareholders who hold 300 or more shares prior to the split transaction will
ultimately hold the same number of shares following the split
transaction.
Under
Indiana law and the Articles of Incorporation of the Company, the Board of
Directors of the Company may amend the Company's Articles of Incorporation
to
conduct both the reverse stock split and the forward stock split without the
approval of the shareholders. Therefore, the Company is not seeking shareholder
approval for these actions and no vote is sought in connection with these
actions. The reverse stock split and the forward stock split will be conducted
upon the terms and subject to the conditions set forth in the Company's going
private disclosure document (the “Disclosure Document”).
This
Amendment No. 2 amends the Rule 13E-3 Transaction Statement filed by the
Company with the Securities and Exchange Commission (the “SEC”) on February 29,
2008, as amended by Amendment No. 1 to Schedule 13E-3 filed by the Company
with
the SEC on April 3, 2008.
The
information contained in the Disclosure Document, 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 Disclosure
Document.
ITEM
1.
SUMMARY
TERM SHEET.
The
information set forth in the Disclosure Document under the captions “Summary
Term Sheet” and “Questions and Answers About the Split Transaction” is
incorporated herein by reference.
ITEM
2.
SUBJECT
COMPANY INFORMATION.
(a)
The
information set forth in the Disclosure Document under the caption “Summary Term
Sheet – The Company and First Federal” is incorporated herein by
reference.
(b)
The
information set forth in the Disclosure Document under the caption “Summary Term
Sheet – The Company and First Federal” is incorporated herein by
reference.
(c)
The
information set forth in the Disclosure Document under the caption “Market
Prices of Common Stock and Dividend Information” is incorporated herein by
reference.
(d)
The
information set forth in the Disclosure Document under the caption “Market
Prices of Common Stock and Dividend Information” is incorporated herein by
reference.
(e)
Not
applicable.
(f)
The
information set forth in the Disclosure Document under the caption “Common Stock
Purchase Information” is incorporated herein by reference.
ITEM
3.
IDENTITY
AND BACKGROUND OF THE FILING PERSON.
(a)
First
Bancorp of Indiana, Inc., the subject company, is the filing person of this
Schedule 13E-3. The Company's business address is 5001 Davis Lant Drive,
Evansville, Indiana 47115, and the Company's telephone number is (812) 492-8100.
The name of each executive officer of the Company is incorporated herein by
reference to
the
section of the Company’s Annual Report on Form 10-KSB for the year ended June
30, 2007, filed with the United States Securities and Exchange Commission (the
“SEC”) captioned “Executive Officers of the Registrant” in Item 1 of such
report. The name of each director of the Company is incorporated herein by
reference to the section of the Company’s Proxy Statement, filed with the SEC on
October 12, 2007 (the “2007 Proxy Statement”), captioned “Proposal 1 –
Election of Directors”.
The
address of each of the directors and executive officers is 5001 Davis Lant
Drive, Evansville, Indiana 47115.
(b)
Not
applicable.
(c)
The
name
and business background of each director and executive officer of the Company
is
incorporated herein by reference to the section of the Company’s Annual Report
on Form 10-KSB for the year ended June 30, 2007, captioned “Executive Officers
of the Registrant” in Item 1 of such report and to the section of the Company’s
2007 Proxy Statement captioned “Proposal 1 – Election of Directors”. The
address of each of the directors and executive officers is 5001 Davis Lant
Drive, Evansville, Indiana 47115.
During
the last five years, neither the Company nor, to its knowledge, any of the
directors or executive officers thereof has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During
the last five years, neither the Company nor, to its knowledge, any of the
directors or executive officers of the Company was 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 such person from further violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of those
laws.
All
directors and executive officers of the Company are citizens of the United
States of America.
ITEM
4.
TERMS
OF
THE TRANSACTION.
(a)
The
information set forth in the Disclosure Document under the captions “Special
Factors – Overview of the Split Transaction” and “—Structure of the Split
Transaction” is incorporated herein by reference.
(c)
The
information set forth in the Disclosure Document under the captions “Special
Factors – Overview of the Split Transaction” and “—Structure of the Split
Transaction” is incorporated herein by reference.
(d)
The
information set forth in the Disclosure Document under the caption “Special
Factors—Appraisal Rights and Dissenters’ Rights” is incorporated herein by
reference.
(e)
The
information set forth in the Disclosure Document under the captions “Special
Factors Fairness of the Split Transaction—Procedural Fairness” is incorporated
herein by reference.
(f)
Not
applicable.
ITEM
5.
PAST
CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
(a)
The
information set forth in the 2007 Proxy Statement under the caption
“Transactions with Related Persons” is incorporated herein by
reference.
(b)
Not
applicable.
(c)
Not
applicable.
(e)
None.
ITEM
6.
PURPOSES
OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b)
The
fractional shares acquired in the reverse stock split will be retired and
returned to the status of authorized but unissued shares.
(c)
(1)
-
(8). The information set forth in the Disclosure Document under the captions
“Special Factors – Background of the Split Transaction” and “– Effects of
the Split Transaction on the Company” is incorporated herein by
reference.
ITEM
7.
PURPOSES,
ALTERNATIVES, REASONS AND EFFECTS.
(a)
- (d)
The information set forth in the Disclosure Document under the captions “Special
Factors – Background of the Split Transaction”, “—Reasons for the Split
Transaction”, “—Fairness of the Split Transaction” and “—Structure of the Split
Transaction”, “—Effects of the Split Transaction on the Company”, and “—Federal
Income Tax Consequences” is incorporated herein by reference.
ITEM
8.
FAIRNESS
OF THE TRANSACTION.
(a)
The
information set forth in the Disclosure Document under the captions “Special
Factors – Fairness of the Split Transaction”; and “Special Factors –
Fairness Opinion of Financial Advisor” is incorporated herein by
reference.
(b)
The
information set forth in the Disclosure Document under the captions “Special
Factors—Fairness of the Split Transaction” is incorporated herein by
reference.
(c)
The
information set forth in the Disclosure Document under the captions “Special
Factors—Fairness of the Split Transaction” is incorporated herein by
reference.
(d)
The
information set forth in the Disclosure Document under the captions “Special
Factors—Fairness of the Split Transaction” is incorporated herein by
reference.
(e)
The
information set forth in the Disclosure Document under the captions “Special
Factors – Background of the Split Transaction” is incorporated herein by
reference.
(f)
Not
Applicable.
ITEM
9.
REPORTS,
OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)
- (c)
The information set forth in the Disclosure Document under the captions “Special
Factors – Fairness Opinion of Financial Advisor” is incorporated herein by
reference.
The
opinion of Keefe Bruyette & Woods is attached as Appendix B to the
Disclosure Document and is incorporated herein by reference. The opinion of
Keefe Bruyette & Woods will be made available at the Company's executive
office during regular business hours for inspection and copying by any
interested stockholder of the Company or representative who has been so
designated in writing.
ITEM
10.
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)
The
information set forth in the Disclosure Document under the caption “Special
Factors – Financing of the Split Transaction” is incorporated herein by
reference.
(b)
Not
applicable.
(c)
The
information set forth in the Disclosure Document under the caption “Special
Factors – Fees and Expenses” is incorporated herein by
reference.
(d)
Not
applicable.
ITEM
11.
INTEREST
IN SECURITIES OF THE SUBJECT COMPANY.
(a)
The
information set forth in the 2007 Proxy Statement under the caption “Stock
Ownership” is incorporated herein by reference.
(b)
The
information set forth in the Disclosure Document under the caption “Common Stock
Purchase Information” is incorporated herein by reference.
ITEM
12.
THE
SOLICITATION OR RECOMMENDATION.
(d)
Not
Applicable
(e)
Not
Applicable.
ITEM
13.
FINANCIAL
INFORMATION.
(a)
The
financial statements included in the Company’s Annual Report on Form 10-KSB for
the year ended June 30, 2007 beginning on page F-1 and financial statements
included in Part 1, Item 1 of the Company’s Quarterly Report on Form 10-QSB for
the quarter ended December 31, 2007 are incorporated herein by
reference.
(b)
The
information set forth in the Disclosure Document under the caption “Summary Pro
Forma Financial Information” is incorporated herein by reference.
ITEM
14.
PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR USED.
Not
applicable.
ITEM
15.
ADDITIONAL
INFORMATION.
(b)
The
information set forth in the Disclosure Document and each Appendix thereto
is
incorporated herein by reference.
ITEM
16.
EXHIBITS.
(a)
Disclosure
Document.
(b)
Not
applicable.
(c)(1)
Fairness
Opinion of Keefe, Bruyette & Woods, Inc. dated February 20, 2008, is
incorporated herein by reference to Appendix B to the Disclosure
Document.
(c)(2)
Presentation
of Keefe, Bruyette & Woods, Inc. dated February 5, 2008.*
(c)(3)
Presentation
of Keefe, Bruyette & Woods, Inc. dated February 19, 2008.*
(d)
Not
applicable.
(e)
Not
applicable.
(f)
Not
applicable.
(g)
Not
applicable.
*Previously
filed
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.
|
By:
|
/s/
Michael H. Head
|
|
Title:
|
President
and CEO
|
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Name:
|
Michael
H. Head
|
|
Date:
|
April
14, 2008
|
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