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)
PULSE BANCORP, INC.
(Name of Issuer)
PULSE BANCORP, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 per Share
(Title of Class of Securities)
745860106
------------------------------
(CUSIP Number of Class of Securities)
George T. Hornyak, Jr.
President and Chief Executive Officer
Pulse Bancorp, Inc.
6 Jackson Street
South River, New Jersey 08882
(908) 257-2400
With Copies to:
Samuel J. Malizia, Esq.
Lloyd H. Spencer, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
One Franklin Square
1301 K Street, N.W.
Suite 700 East
Washington, DC 20005
(202) 434-4660
(Name, Address and Telephone Number
of Persons Authorized to Receive Notices and Communications
on Behalf of Person(s) filing Statement)
May 15, 1996
(Date tender offer first published, sent or given to security holders)
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CALCULATION OF FILING FEE
===============================================================================
Amount of
Transaction Valuation* Filing Fee
===============================================================================
$17,750,000 $3,550
===============================================================================
* For purposes of calculating fee only. Based on the Offer for 1,000,000 shares
at the maximum tender offer price per share of $17.75.
[X] Check box if any part 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: $3,550 Filing Party: Pulse Bancorp, Inc.
Form or Registration No.:Schedule 13E-4 (5-41862) Date Filed: May 15, 1996
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This Statement amends and supplements the Issuer Tender Offer Statement
filed on May 15, 1996 and amended on June 3, 1996 (the "Statement") relating to
the issuer tender offer by Pulse Bancorp, Inc., a New Jersey corporation (the
"Company"), to purchase up to 1,000,000 shares of common stock, par value $1.00
per Share (the "Shares"), at prices not greater than $17.75 nor less than $16.00
per Share upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated May 15, 1996 (the "Offer to Purchase"), the Supplement to the
Offer to Purchase dated June 3, 1996 (the "Supplement") and the related Letter
of Transmittal (which are herein collectively referred to as the "Offer"). The
Offer is being made to all holders of Shares, including officers, directors and
affiliates of the Company.
Item 9. Material to be Filed as Exhibits.
* (a)(1) Form of Offer to Purchase dated May 15, 1996.
* (a)(2) Form of Letter of Transmittal.
* (a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees dated May 15, 1996.
* (a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees dated May 15, 1996.
* (a)(5) Form of Notice of Guaranteed Delivery.
* (a)(6) Form of Letter to Stockholders from the Chief Executive Officer of the
Company dated May 15, 1996.
* (a)(7) Form of press release issued by the Company dated May 14, 1996.
* (a)(8) Form of question and answer brochure.
* (a)(9) Form of Supplement to the Offer to Purchase dated June 3, 1996.
* (a)(10) Form of Supplemental Letter to Stockholders from the Chief Executive
Officer.
(a)(11) Form of press release issued by the Company dated June 17, 1996.
3
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(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
* Previously filed on May 15, 1996 with the Schedule 13E-4.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: June 17, 1996.
PULSE BANCORP, INC.
By: /s/George T. Hornyak, Jr.
--------------------------------
Name: George T. Hornyak, Jr.
Title: President and Chief Executive Officer
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INDEX OF EXHIBITS
* (a)(1) Form of Offer to Purchase dated May 15, 1996.
* (a)(2) Form of Letter of Transmittal.
* (a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees dated May 15, 1996.
* (a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees dated May 15, 1996.
* (a)(5) Form of Notice of Guaranteed Delivery.
* (a)(6) Form of Letter to Stockholders from the Chief Executive Officer of the
Company dated May 15, 1996.
* (a)(7) Form of press release issued by the Company dated May 14, 1996.
* (a)(8) Form of question and answer brochure.
* (a)(9) Form of Supplement to the Offer to Purchase dated June 3, 1996.
* (a)(10) Form of Supplemental Letter to Stockholders from the Chief Executive
Officer.
(a)(11) Form of press release issued by the Company dated June 17, 1996.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
* Previously filed on May 15, 1996 with the Schedule 13E-4.
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Exhibit (a)(11)
<PAGE>
LETTERHEAD OF PULSE BANCORP, INC.
NEWS RELEASE
For further information on this release call
George T. Hornyak, Jr.
President
Pulse Bancorp, Inc.
6 Jackson Street
South River, N.J. 08882
(908) 257-2400
Pulse Bancorp, Inc.
Share Repurchase Preliminary Results
South River, New Jersey -- June 17, 1996 -- Pulse Bancorp, Inc. (Nasdaq -
"PULS"), the parent holding company of Pulse Savings Bank (the "Bank") announced
today that the "Modified Dutch Auction" self-tender offer which commenced on May
15, 1996 expired at 5:00 p.m., Eastern time, June 14, 1996. Shareholders
tendered approximately 830,000 shares or approximately 21% of the common shares
outstanding. It appears that the purchase price will be $17.75 per share. The
numbers and prices set forth above are subject to verification in the final
count, which is not expected to be completed for several days.
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