As filed with the Securities and Exchange Commission on February 3, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NUMBER 5 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
PEEKSKILL FINANCIAL CORPORATION
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(Name of issuer)
PEEKSKILL FINANCIAL CORPORATION
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(Name of Person(s) Filing Statement)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
705385 10 2
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(CUSIP Number of Class of Securities)
William J. LaCalamito
Peekskill Financial Corporation
1019 Park Street
Peekskill, New York 10566
(914) 737-2777
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Kip A. Weissman, P.C.
James M. Larkins, III
Silver, Freedman & Taff, L.L.P.
1100 New York Avenue, N.W.
Washington, D.C. 20005
(202) 414-6100
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(Agent for Service of Process)
December 23, 1998
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(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$13,400,000 $2,680
* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 800,000 shares at the maximum tender offer price of $16.75
per share.
[X] Check box if any 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.
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<S> <C> <C> <C>
Amount Previously Paid: $2,680 Filing Party: Peekskill Financial Corporation
Form or Registration No.: Schedule 13E-4 Date Filed: December 23, 1998
</TABLE>
<PAGE>
Item 8. Additional Information.
(e) The information set forth in the Offer to Purchase and
Letter of Transmittal, as modified by the information on
the press release contained at Item 9(a), is incorporated
herein by reference.
Item 9. Material to be Filed as Exhibits.
(a) (13) Form of a Press Release issued by the Company, dated
February 2, 1999 announcing the final results of the Dutch
Auction Tender Offer.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 13E-4 is true, complete and
correct.
February 3, 1999 PEEKSKILL FINANCIAL CORPORATION
By: /s/William J. LaCalamito
William J. LaCalamito, President, and Chief
Operating Officer
<PAGE>
[PEEKSKILL FINANCIAL CORPORATION LETTERHEAD]
CONTACT: William J. LaCalamito For Immediate Release
President February 2, 1999
Peekskill Financial Corporation
(914) 737-2777
PEEKSKILL FINANCIAL CORPORATION ANNOUNCES FINAL RESULTS OF
DUTCH AUCTION TENDER OFFER
Peekskill, New York.... February 2, 1999 - Peekskill Financial Corporation
(NASDAQ NMS: PEEK), Peekskill, New York, announced today the final results of
its Modified Dutch Auction Tender Offer (the "Dutch Auction") that expired on
Wednesday, January 27, 1999 at 4:00 p.m. Pursuant to the Dutch Auction, the
Company will purchase 800,040 of its own shares at $16.75 per share. As a result
of an oversubscription in the Dutch Auction, the number of shares purchased from
each tendering shareholder (other than persons holding fewer than 10 shares or
persons tendering their shares on a conditional basis) is approximately 10% less
than the amount tendered. All shares not purchased due to proration will be
promptly returned to the tendering shareholders. The cost of the shares
purchased is $13.4 million and represents approximately 28 percent of the
2,842,069 shares of common stock outstanding on December 16, 1998.
Peekskill Financial Corporation is a savings and loan holding company
based in Peekskill, New York and, as of December 31, 1998 had approximately
$213.5 million in total assets and $144.4 million in deposits.
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