SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e) (1) of the Securities Exchange Act of 1934)
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)-349-180
(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)
FEBRUARY 20, 1998
(Date Tender Offer, Proration Period and Withdrawal Rights Expired)
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.
<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
This Amendment No. 3 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement"), dated January 20, 1998, filed by
S&T Bancorp, Inc. , (the "Company"), a Pennsylvania corporation, relating to the
Company's offer to purchase up to 1,500,000 shares of its 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.
ITEM 1. Security and Issuer
The Offer expired at 5:00 p.m., eastern time, on February 20, 1998.
Based upon preliminary results, the Company expects to purchase
440,268 Shares at a Purchase Price of $49.00 per Share.
ITEM 8. Additional Information
On February 23, 1998, the Company issued a press release
announcing the preliminary results of the Offer, a copy of which is
attached hereto as Exhibit 9 (a) (15), which is incorporated herein
by reference.
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 23, 1998
S&T BANCORP, INC.
By: /s/ James C. Miller
James C. Miller,
President and Chief
Executive Officer
<PAGE>
Exhibit Item 9 (a) (15)
Contact: Jim Barone
412-465-1417
TO BE RELEASED:
Monday, February 23, 1998
At 10:15 a.m.
S&T Bancorp, Inc. Announces Results of Dutch Auction
Indiana, Pennsylvania (Nasdaq NMS:STBA) - S&T Bancorp,
Inc. announced today that the "Modified Dutch Auction"
self tender offer which commenced on January 20, 1998
expired at 5:00 p.m. Eastern time, Friday,
February 20, 1998. Based upon preliminary results,
the company expects to purchase approximately 440,268
shares, and the purchase price will be $49.00.
The determination of the actual number of shares to be
purchased is subject to final verification and the
proper delivery of all shares tendered, including
shares tendered pursuant to the guaranteed delivery
procedure. Payment for the shares properly tendered
will occur as soon as possible after the final
verification.
