As filed with the Securities and Exchange Commission on January 13, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NUMBER 2 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
(Title of Class of Securities)
705385 10 2
(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
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
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.
Amount Previously Paid: $2,680 Filing Party: Peekskill Financial Corporation
Form or Registration No.: Schedule 13E-4 Date Filed: December 23, 1998
<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) (10) Form of Letter to Stockholders, dated January 13, 1999, from
Eldorus Maynard, Chairman of the Board of the Company
(including the text of Press Release issued by the Company,
dated January 12, 1999).
(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.
January 13, 1999 PEEKSKILL FINANCIAL CORPORATION
By: /s/William J. LaCalamito
William J. LaCalamito, President,
and Chief Operating Officer
<PAGE>
Exhibit 9(a)(10)
[PEEKSKILL FINANCIAL CORPORATION LETTERHEAD]
January 13, 1999
Dear Shareholder:
The information contained in the attached press release may be of interest
to you in determining whether to participate in the Company's Modified Dutch
Auction Tender Offer (the "Offer"). Please bear in mind that your opportunity
to tender shares pursuant to the Offer as well as your ability to withdraw
shares previously tendered will expire at 4:00 p.m. Eastern Standard Time on
January 27, 1999, unless extended. For additional information, please see the
Offer to Purchase and the related Letter of Transmittal dated December 23, 1998.
Any questions concerning the terms of the Offer may be directed to the
Dealer/Manager, Capital Resources, Inc. at (800) 220-2744. Requests for
additional copies of the Offer materials may be directed to the Information
Agent, Regan & Associates, Inc., at (800) 737-3426.
Sincerely,
Eldorus Maynard
Chairman of the Board
<PAGE>
[PEEKSKILL FINANCIAL CORPORATION LETTERHEAD]
CONTACT: William J. LaCalamito For Immediate Release
President January 12, 1999
Peekskill Financial Corporation
(914) 737-2777
PEEKSKILL FINANCIAL CORPORATION ASSERTS THAT STOCKHOLDER SUIT IS
WITHOUT MERIT; INTENDS TO CONTEST IT VIGOROUSLY
Peekskill, New York.... January 12, 1999 - Peekskill Financial announced
today that a law suit has been filed by one of its shareholders in the Chancery
Court of the State of Delaware against the Company and its directors. The
lawsuit, which purports to be on behalf of all shareholders, alleges that,
among other things, the directors violated their fiduciary obligations in
connection with the Board's rejection of an unsolicited expression of interest
in acquiring the Company from BRT Realty Trust.
According to Eldorus Maynard, the Company's Chairman of the Board, "the
Board of Directors has reviewed the complaint with counsel and believes that it
has no merit. Accordingly, the Board intends to contest it vigorously."
Peekskill Financial had earlier announced an offer to repurchase up to
800,000 of its own shares at prices ranging from $14.75 to $16.75 in a "Modified
Dutch Auction Tender Offer" to expire on January 27, 1999. The Company
announced no changes with respect to such offer.
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