AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e) (1) of the Securities Exchange Act of 1934)
(Amendment No.1)
S&T BANCORP, INC.
(Name of issuer)
S&T BANCORP, INC.
(Name of Person (s) Filing Statement)
COMMON STOCK, $2.50 PAR VALUE PER SHARE
(Title of Class of Securities)
783859101
(CUSIP Number of Class of Securities)
ROBERT E. ROUT
CHIEF FINANCIAL OFFICER
S&T BANCORP, INC.
800 PHILADELPHIA STREET
INDIANA, PA 15701
(412)-349-1800
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person (s) Filing Statement)
COPIES TO:
RICHARD E. BALTZ
ARNOLD & PORTER
555 TWELFTH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 942-5124
(202)942-5999 (FAX)
JANUARY 20, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE*
$73,500,000 $14,700**
*Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 1,500,000 shares at the maximum tender offer price of $49.00
per share.
**Previously paid.
{ } 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
or Schedule and the date of its filing.
Amount Previously Paid: NA Filing Party: NA
Form or Registration No: NA Date Filed: NA
The Issuer Tender Offer Statement on Schedule 13E-4 dated January 20, 1998
relating to the offer by S&T Bancorp, Inc. (the "Company") to purchase up to
1,500,000 shares of the Company's common stock, $2.50 par value per share (the
"Shares"), at per share prices specified by tendering shareholders not less than
$46.00 nor in excess of $49.00 per Share,in cash, net to the shareholder, upon
the terms and subject to the conditions set forth in the Company's Offer to
Purchase dated January 20, 1998 and in the related Letter of Transmittal, is
hereby amended to incorporate the information included in the exhibit referred
to below.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 hereby is amended to include the following exhibit:
(a) (13) Form of Letter to Shareholders of the Company dated
February 3, 1998.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment to Schedule 13E-4 is true, complete and
correct.
February 3, 1998
S&T BANCORP, INC.
By: /s/ James C. Miller
James C. Miller,
President and Chief Executive
Officer
<PAGE>
EXHIBIT ITEM 9 (a) (13)
February 3, 1998
Dear Shareholder:
As a follow-up to the material we mailed on
January 20, 1998, describing our Modified Dutch Tender
Offer, we thought it might be helpful to review with
you some of the most commonly asked questions.
Q. Are there any commissions involved if I tender
my shares?
A. No. S&T will repurchase your shares if you
decide to tender, and there will be no brokerage
commissions involved. This could result in a
substantial savings to you and you may want to contact
your broker and inquire about the commissions charged
if you sell the stock in the open market.
Q. If the stock is trading at $48.50 (closing price
on February 2, 1998), why should I tender my shares?
A. Prior to the announcement of S&T's tender offer,
S&T's stock traded in the range of $39.75 to $44.50
during December 1997 and January 1998. Since the
commencement of S&T's tender offer to purchase up to
1,500,000 shares of stock at a price not less than
$46.00 nor in excess of $49.00, the stock has traded
in the range of $45.75 to $49.00. The current trading
range for S&T's stock represents a premium ranging
from 5% to 12% over the stock's closing price on
January 15, 1998. There can be no assurance that
after the expiration of S&T's offer that the stock
will continue to trade in this price range.
Q. What taxes would I pay if I tender my shares?
A. We cannot provide you with any tax advice and
would recommend that you contact your tax advisor.
However, we can tell you that Congress reduced the
capital gains tax rates with the passage of the 1997
Tax Act. The top rate applicable to long term capital
gains has dropped to 20% (or 10% for taxpayers in the
15% tax bracket) for capital assets held for more than
18 months.
Q. If I chose not to tender, do I have to return
any forms?
A. No. You only need to return the blue
transmittal letter and your certificates if you are
tendering.
While we cannot recommend whether you should
tender your shares or not, we wanted to clarify some
of the issues that you have asked us or Corporate
Investor Communications, Inc. (CIC), our Information
Agent. The choice is yours. If you have any
additional questions, please call us at 1-800-325-BANK
or call CIC at 1-800-201-9605.
Sincerely,
James C. Miller
President and Chief Executive Officer
JCM:jz
