AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 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.2)
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 with which the offsetting fee was previously paid.
<PAGE>
Identify the previous filing by registration statement number, or the Form
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 as follows:
ITEM 1. Security and Issuer
(b) Upon the terms and subject to the conditions set forth in the Offer to
Purchase dated January 20, 1998 and related Letter of Transmittal, the
Company is extending its Offer until 5:00 p.m., Eastern time, on
February 20, 1998, unless further extended.
To date, approximately 435,000 shares have been tendered.
ITEM 9. Material to be Filed as Exhibits.
(a) (14) Press Release dated February 19, 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 19, 1998
S&T BANCORP, INC.
By: /s/ James C. Miller
James C. Miller,
President and Chief
Executive Officer
<PAGE>
Exhibit Item 9(a) (14)
Contact: Jim Barone
412-465-1417
TO BE RELEASED:
Thursday, February 19, 1998
At 8:30 a.m.
S&T Bancorp, Inc. Announces Extension of Pending
Tender Offer
Indiana, Pennsylvania (Nasdaq NMS:STBA) - S&T Bancorp,
Inc. announced today that it is extending its pending
offer to purchase up to 1,500,000 shares of its common
stock at a purchase price of not less than $46.00 nor
in excess of $49.00 per share.
Upon the terms and subject to the conditions set forth
in the Offer to Purchase dated January 20, 1998, the
Offer, as extended, will expire at 5:00 p.m., Eastern
time, on February 20, 1998, unless further extended
("Expiration Date"). Tendered Shares may be withdrawn
at any time prior to the Expiration Date.
To date, approximately 435,000 shares have been
tendered.
The offer is being extended to allow for collection
and processing of tenders due to the Holiday on
February 16, 1998.
Requests for assistance or additional sets of the
offering materials may be directed to the information
agent, Corporate Investor Communications, Inc., at
(800) 201-9605.
