As filed with the Securities and Exchange Commission on April 5, 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
THE WILBER CORPORATION
(Name of Subject Company (issuer))
THE WILBER CORPORATION-ISSUER
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
967797 101
(CUSIP Number of Class of Securities)
Douglas C. Gulotty
The Wilber Corporation
245 Main Street
Oneonta, New York 13820
(607) 432-1700
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)
Copy to:
Clifford S. Weber, Esq.
Hinman, Howard & Kattell, LLP
106 Corporate Park Drive, Suite 317
White Plains, New York 10604
(914) 694-4102
[_] 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:
[_]
AMENDMENT NO. 3 TO SCHEDULE TO
This Amendment No. 3 amends and supplements the Tender Offer
Statement on Schedule TO originally filed on April 4, 2006, as amended on April
10, 2006 and April 28, 2006 (the "Schedule TO") by The Wilber Corporation, a New
York corporation (the "Company"), relating to an offer by the Company to
purchase up to 650,000 shares of its common stock upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated April 4, 2006, and the
related offer materials filed as Exhibits (a)(1)(i),(ii); (a)(2)(i-ix);
(a)(5)(i-iii) and (d)(1) to the Schedule TO.
Item 12 of the Schedule TO is hereby amended as follows:
Item 12. Exhibits.
(a)(2)(x) Text of press release issued by the Company on May 4, 2006,
announcing extension of the tender offer.
(a)(2)(xi) Text of Press Announcement to be published in local and
regional newspapers on May 5, 2006
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 3 to the Schedule TO is
true, complete and correct.
May 4, 2006 THE WILBER CORPORATION
/s/ Douglas C. Gulotty
-----------------------------------
Douglas C. Gulotty
President and Chief Executive Officer
Exhibit (a)(2)(x)
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THE WILBER CORPORATION ANNOUNCES EXTENSION OF
MODIFIED DUTCH AUCTION TENDER OFFER
================================================================================
FOR IMMEDIATE RELEASE
DATE: May 4, 2005
FROM: Douglas C. Gulotty, President and CEO
PHONE: 607-433-4172
Oneonta, New York - The Wilber Corporation (Amex: GIW) (the "Company"),
the holding company for Wilber National Bank, Oneonta, New York, announced today
that it has extended the expiration date of its modified Dutch auction issuer
tender offer for up to 650,000 shares of its common stock, previously announced
on April 4, 2006, until 5:00 p.m., New York City time, on May 18, 2006. The
offer was previously scheduled to expire at 5:00 p.m., New York City time,
today. To date, approximately 518,802 shares of the Company's common stock have
been tendered and deposited in the offer.
All of the terms of the offer remain the same, as described in the Offer
to Purchase delivered to shareholders in connection with the tender offer.
The Company has extended the offer to give shareholders additional time to
consider the offer and tender shares if they so choose. Shareholders who owned
shares of the Company's common stock on the record date of May 12,2006, will
receive the quarterly dividend declared by the Company's Board of Directors on
April 28, 2006, even if they tender their shares to the Company in the offer.
The Company is a single bank holding company headquartered in Oneonta, New
York, serving the financial needs of the communities of the Western Catskills
and Eastern Southern Tier of New York. The Wilber Corporation is the parent
company of Wilber National Bank, a national bank chartered in 1874 with 20
branch offices located in Otsego, Delaware, Schoharie, Ulster, Chenango and
Broome Counties and loan production offices located in Kingston, NY and
Syracuse, NY. The Company's common stock trades under the symbol GIW on the
American Stock Exchange.
NEITHER THE WILBER CORPORATION NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES IN THE OFFER AND HAS NOT
AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION
###
Exhibit (a)(2)(xi)
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EXPIRATION DATE EXTENDED
The Wilber Corporation has extended until May 18, 2006, its previously announced
offer to purchase up to 650,000 shares of its common stock.
--------------------------------------------------------------------------------
The press release containing details about the
extension, as well as the Self-Tender
Documents, may be viewed at:
www.wilberbank.com/AboutUsWilberCorp.asp
Offer Issue Date:
Tuesday, April 4, 2006
Extended Expiration Date:
Thursday, May 18, 2006
at 5:00 p.m., New York City Time
Direct any questions or requests for
assistance or copies to the
dealer manager/information agent:
Sandler O'Neil & Partners, L.P.
919 Third Avenue, 6th Floor
New York, NY 10022
Telephone: (800) 635-6851
Confirm delivery of shares through
the Depositary:
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
Telephone (800) 368-5948