FIRST NATIONAL OF NEBRASKA INC

expiry = 2002-07-10...TER OMAHA, NEBRASKA 68197 (402) 341-0500 OFFER TO PURCHASE FOR CASH SHARES OF ITS COMMON STOCK HELD BY HOLDERS OF 99 OR FEWER SHARES FOR A PURCHASE PRICE OF $3,500 NET PER SHARE THE OFFER TO PURCHASE EXPIRES AT 5:00 P.M., CENTRAL DAYLIGHT TIME, ON JULY 10, 2002. First National of Nebraska is offering to purchase all shares of its common stock that are held by shareholders who own 99 or fewer shares as of the close of business on June 4, 2002 and continue to do so during the offering period. We ar...

expiry = 2002-07-10...places the section entitled "THE TENDER OFFER—Expiration and Extension of the Tender Offer; Amendment" on page 21 of the Offer to Purchase: Expiration and Extension of the Tender Offer; Amendment The expiration date of the tender offer is July 10, 2002, unless extended to such later date at our discretion. Your tender offer documents must be received by the Depositary no later than 5:00 p.m., Central Daylight Time, on the expiration date, or on any date thereafter to which the tender off...

mechanism = FIXED...g regulators of any proposed declaration of dividends to us. Recent Stock Repurchases Through its employee benefit plans, the Company has conducted various open-market stock repurchases during the past two years. On April 15, 2002, we purchased 20 shares at a purchase price of $2,675 per share. On March 1, 2002, we purchased five shares at a purchase price of $2,500 per share. On February 6, 2002, we purchased one share at a purchase price of $2,400 per share. On January 8, 2002, we purchased 101 shares at a purchase price of $2,435 per share. On April 25, 2001, we purchased 400 shares at a purchase price of $2,200 per share....

price = USD 2675.0...hases Through its employee benefit plans, the Company has conducted various open-market stock repurchases during the past two years. On April 15, 2002, we purchased 20 shares at a purchase price of $2,675 per share. On March 1, 2002, we purchased five shares at a purchase price of $2,500 per share. On February 6, 2002, we purchased one share at a purchase price of $2,400 per share. On January 8, 2002, we purchased 101 shares at a...

threshold = 100...rs of record of our common stock. Since many shares are held in street name by brokers, dealers, banks, trust companies and other nominees, the number of beneficial owners of our common stock exceeds the number of holders of record. The vast majority of these holders own fewer than 100 shares, with most owning 10 or fewer shares. Because so much of our common stock is owned by a few large shareholders who have held their shares as long-term investments, there is a very limited trading market for our common stock. The limited trading market for our common stock is evidenced by an average daily trading volume as reported on the...

txn_type = CONSOLIDATION...tender offer. This would make the general tender offer a less efficient method of reducing the total number of remaining shareholders and, therefore, is inconsistent with our purpose of becoming a private company. Another alternative that was considered was a reverse stock split. A reverse stock split was believed by the Board to be more costly and time consuming than an odd-lot tender offer because it requires the filing and review of a proxy statement by the SEC for a shareholder meeting to consider an amendment to our articles of incorporation. In addition, the reverse stock split would require cash payments...

txn_type = TENDER_OFFER...m or Registration No.: Schedule 13E-3 Date Filed: June 6, 2002 This Amendment No. 1 to Schedule 13E-3 amends and supplements the Schedule 13E-3 initially filed with the Securities and Exchange Commission ("SEC") on June 6, 2002 (the "Schedule 13E-3"), and the Offer to Purchase dated June 6, 2002 (the "Offer to Purchase"), a copy of which was filed as Exhibit 99.1 to the Schedule 13E-3. The Offer to Purchase, together with the related Letter of Transmittal, a copy of which was filed as Exhibit 99.2 to the Schedule 13E-3, and any amendments or supplements thereto, collectively constitute the "Offer." The Schedul...

txn_type = TENDER_OFFER...change Commission ("SEC") on June 6, 2002, as amended and supplemented by Amendment No. 1 to Schedule 13E-3 filed with the SEC on July 1, 2002 and Amendment No. 2 to Schedule 13E-3 filed with the SEC on July 3, 2002 (as amended, the "Schedule 13E-3"), and the Offer to Purchase dated June 6, 2002 (as amended and supplemented from time to time, the "Offer to Purchase"), a copy of which was filed as Exhibit 99.1 to the Schedule 13E-3. The Offer to Purchase, together with the related Letter of Transmittal, a copy of which was filed as Exhibit 99.2 to the Schedule 13E-3, and any amendments or supplements thereto, c...