SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NUMBER 1
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)
<PAGE>
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.: Date Filed: May 15, 1996
Schedule 13E-4 (5-41862)
2
<PAGE>
This Statement amends and supplements the Issuer Tender Offer Statement
filed on May 15, 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. All of
the information contained in the Supplement is incorporated herein by reference.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer.
(a)-(j) The information set forth in "INTRODUCTION", "Number of Shares;
Proration", "Background and Purpose of the Offer" and "Effects of the Offer on
the Market for Shares; Registration under the Exchange Act" in the Offer to
Purchase is incorporated herein by reference. The information set forth in
"Background and Purpose of the Offer" in the Supplement is incorporated herein
by reference.
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.
3
<PAGE>
(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.
4
<PAGE>
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 3, 1996.
PULSE BANCORP, INC.
By: /s/George T. Hornyak, Jr.
Name: George T. Hornyak, Jr.
Title: President and Chief Executive Officer
5
<PAGE>
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.
(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.
6
Exhibit (a)(9)
<PAGE>
Supplement to the Offer to Purchase dated May 15, 1996
PULSE BANCORP, INC.
Offer To Purchase For Cash Up to 1,000,000 Shares of its
Common Stock at a Purchase Price not in excess of
$17.75 nor less than $16.00 Per Share
- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON FRIDAY, JUNE 14, 1996, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED, BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 2.
Any shareholder wishing to tender all or any part of his or her Shares
should either (a) complete and sign a Letter of Transmittal (or a facsimile
thereof) in accordance with the instructions in the Letter of Transmittal and
either mail or deliver it with any required signature guarantee and any other
required documents to American Stock Transfer and Trust Company (the
"Depositary"), and either mail or deliver the stock certificates for such Shares
to the Depositary (with all such other documents) or tender such Shares pursuant
to the procedure for book-entry delivery set forth in Section 3 in the Offer to
Purchase, or (b) request a broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for such shareholder. Holders of Shares
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact that broker, dealer, commercial bank, trust company
or other nominee if such shareholder desires to tender such Shares. Any
shareholder who desires to tender Shares and whose certificates for such Shares
cannot be delivered to the Depositary or who cannot comply with the procedure
for book-entry delivery or whose other required documents cannot be delivered to
the Depositary, in any case, by the expiration of the Offer must tender such
Shares pursuant to the guaranteed delivery procedure set forth in Section 3 in
the Offer to Purchase. SHAREHOLDERS MUST PROPERLY COMPLETE THE LETTER OF
TRANSMITTAL INCLUDING THE SECTION OF THE LETTER OF TRANSMITTAL RELATING TO THE
PRICE AT WHICH THEY ARE TENDERING SHARES IN ORDER TO EFFECT A VALID TENDER OF
THEIR SHARES.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER,
HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER AND AT WHICH PRICE OR PRICES.
Questions and requests for assistance or for additional copies of this
Supplement, the Offer to Purchase, the Letter of Transmittal or the Notice of
Guaranteed Delivery may be directed to Morrow & Co., Inc. (the "Information
Agent"), at its address and telephone number set forth on the back cover of this
Supplement.
The Date of this Supplement is June 3, 1996
<PAGE>
To the Holders of Common Stock of Pulse Bancorp, Inc.:
INTRODUCTION
The following information amends and supplements the Offer to Purchase dated
May 15, 1996 ("Offer to Purchase"). Pulse Bancorp, Inc., a New Jersey
corporation (the "Company"), invites its shareholders to tender shares of its
common stock, $1.00 par value per share (the "Shares"), at prices, net to the
seller in cash, not in excess of $17.75 nor less than $16.00 per Share, as
specified by shareholders tendering their Shares, upon the terms and subject to
the conditions set forth herein, the Offer to Purchase and the related Letter of
Transmittal (which together constitute the "Offer"). The Company will determine
the single per Share price, not in excess of $17.75 nor less than $16.00 per
share (the "Purchase Price"), that it will pay for Shares validly tendered
pursuant to the Offer, taking into account the number of Shares so tendered and
the prices specified by tendering shareholders. The Company will select the
lowest Purchase Price that will allow it to buy 1,000,000 shares (or such lesser
number of Shares as are validly tendered). All Shares acquired in the Offer will
be acquired at the Purchase Price. All Shares validly tendered at prices at or
below the Purchase Price and not withdrawn will be purchased at the Purchase
Price, net to the seller in cash, upon the terms and subject to the conditions
of the Offer, including the proration provisions.
THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 2.
Upon the terms and subject to the conditions of the Offer, if at the
expiration of the Offer more than 1,000,000 Shares are validly tendered at or
below the Purchase Price and not withdrawn, the Company will buy shares on a pro
rata basis from all shareholders who validly tender at prices at or below the
Purchase Price (and did not withdraw them prior to the expiration of the Offer).
All Shares not purchased pursuant to the Offer, including Shares tendered at
prices greater than the Purchase Price and not withdrawn and Shares not
purchased because of proration, will be returned at the Company's expense to the
shareholders who tendered such Shares.
The Purchase Price will be paid net to the tendering shareholder in cash for
all Shares purchased. Tendering shareholders will not be obligated to pay
brokerage commissions, solicitation fees or, subject to Instruction 7 of the
Letter of Transmittal, stock transfer taxes on the purchase of Shares by the
Company. HOWEVER, ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO
COMPLETE, SIGN AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 THAT IS
INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL
INCOME TAX WITHHOLDING. SEE SECTION 3 OF THE OFFER TO PURCHASE AND INSTRUCTION
12 OF THE LETTER OF TRANSMITTAL.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER.
HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR
SHARES. EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF
SO, HOW MANY SHARES AND AT WHICH PRICE OR PRICES.
<PAGE>
1. Background and Purpose of the Offer.
The background and purpose of the Offer is hereby amended and restated in
its entirety as follows:
Over approximately the past sixteen months, the Company has with the
assistance of its financial advisors undertaken a comprehensive analysis of the
Company's strategic strengths and weaknesses. In October 1995, the Company
issued a press release in which it announced that it had retained Sandler
O'Neill & Partners, L.P. to assist in its evaluation of strategic alternatives
to maximize shareholder value, including a possible sale of, or acquisition by,
the Company. While the Company received some preliminary indications of interest
from a few unaffiliated parties concerning the sale of the Company, such
indications contained several conditions, were subject to downward adjustments,
and none involved prices which represented an acceptable premium to sell control
of the Company. In addition, the preliminary indications of interest received by
the Company involved prices that were equal to or less than the highest price in
the range of prices currently being offered to shareholders by the Company
pursuant to the Offer. Recognizing that some shareholders may desire to
currently sell all or some of their Shares, the Company determined to repurchase
Shares pursuant to the Offer at a range of prices in excess of the current
market price at the time the Board adopted the Offer and generally above the
trading price during the past six months. Since after more than a year, the
Company has been unable to identify an acceptable institution, as either an
acquiror or as an acquiree, the Board has decided to discontinue to actively
explore merger and acquisition alternatives, except for possible branch
acquisitions. Instead the Board has adopted a plan to leverage its existing
capital by increasing its lending and investment activities and repurchasing its
own stock pursuant to the Offer.
The Offer is designed to reposition the Company's balance sheet to increase
return on equity and earnings per share by redeploying a portion of the
Company's equity capital. Following completion of the Offer, the Company and its
wholly owned subsidiary, Pulse Savings Bank (the "Bank"), will continue to have
strong capital positions and will continue to qualify as "well capitalized"
institutions under the prompt corrective action scheme enacted by the Federal
Deposit Insurance Corporation Improvements Act of 1991. On a pro forma basis as
of March 31, 1996, giving effect to the Offer at the maximum Purchase Price of
$17.75 per Share and assuming acceptance of the maximum number of Shares in the
Offer, the Company would have had an equity to assets ratio of 7.96%, and the
Bank would have had a total risk-based capital ratio of approximately 23.93% and
a leverage ratio of approximately 7.34%.
The Offer will enable shareholders to sell a portion of their Shares while
retaining a continuing equity interest in the Company if they so desire. The
Offer will increase the Company's leverage, with an attendant increase in the
risks and rewards for persons who retain a continuing equity interest in the
Company. In addition, persons who determine not to accept the Offer will realize
a proportionate increase in their relative equity interest in the Company, and
thus in the Company's future earnings and assets, subject to increased risks
resulting from higher leverage and to the Company's ability to issue additional
Shares or other equity securities in the future.
The Offer may provide shareholders who are considering a sale of all or a
portion of their Shares the opportunity to determine the price or prices (not
greater than $17.75 nor less than $16.00 per Share) at which they are willing to
sell their Shares and, if any such Shares are purchased pursuant to the Offer,
to sell those Shares for cash without the usual transaction costs associated
with open-market sales. The Offer also gives shareholders the opportunity to
sell Shares at prices greater than market prices prevailing prior to
announcement of the Offer. To the extent the purchase of Shares in the Offer
results in a reduction in the number of shareholders of record, the costs of the
Company for services to shareholders may be reduced. For shareholders who do not
tender, there is no assurance the new leveraging strategy will work or that the
price of the stock will not trade below the price currently being offered by the
Company pursuant to the Offer. For shareholders who do tender, the trading price
of stock may increase as a result of the Offer and new leveraging strategy or an
unexpected acquisition at a premium could occur in the future. Finally, the
Offer may effect the Company's ability to qualify for pooling-of-interests
accounting treatment for any acquisition transaction for approximately the next
two years.
2
<PAGE>
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER. HOWEVER, NEITHER
THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH
SHAREHOLDER'S SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH
RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN
THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN
DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE
PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED.
Following completion of the Offer, the Company may repurchase additional
Shares in the open market, in privately negotiated transactions or otherwise.
Any such purchases may be on the same terms or on terms which are more or less
favorable to shareholders than the terms of the Offer. Rule 13e-4 under the
Securities Exchange Act of 1934, as amended ("Exchange Act") prohibits the
Company and its affiliates from purchasing any Shares, other than pursuant to
the Offer, until at least ten business days after the Expiration Date. Any
possible future purchases by the Company will depend on many factors, including
the market price of the Shares, the results of the Offer, the Company's business
and financial position and general economic and market conditions.
Shares the Company acquires pursuant to the Offer will be held in the
Company's treasury and will be available for the Company to issue without
further shareholder action (except as required by applicable law or the rules of
the Nasdaq/NMS). Such Shares could be issued without shareholder approval for
such purposes as, among others, the acquisition of other businesses, the raising
of additional capital for use in the Company's business.
2. Certain Conditions of the Offer.
The conditions to the Offer are hereby amended and restated in their
entirety as follows:
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment, purchase or pay for any Shares tendered, and may
terminate or amend the Offer or may postpone the acceptance for payment of, or
the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f)
under the Exchange Act (see Section 7 of the Offer to Purchase), if at any time
on or after May 14, 1996 and prior to the time of payment for any such Shares
any of the following events shall have occurred (or shall have been determined
by the Company to have occurred) which, in the Company's reasonable judgment in
any such case and regardless of the circumstances giving rise thereto (including
any action or omission to act by the Company), makes it inadvisable to proceed
with the Offer or with such acceptance for payment or payment:
(a) there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or administrative
agency or authority or tribunal or any other person, domestic or foreign, or
before any court or governmental, regulatory or administrative authority or
agency or tribunal, domestic or foreign, which: (1) challenges the making of the
Offer, the acquisition of Shares pursuant to the Offer or otherwise relates in
any manner to the Offer or (2) in the Company's reasonable judgment, could
materially affect the business, condition (financial or other), income,
operations or prospects of the Company and its subsidiaries, taken as a whole,
or otherwise materially impair in any way the contemplated future conduct of the
business of the Company or any of its subsidiaries or materially impair the
Offer's contemplated benefits to the Company; or
(b) there shall have been any claim, action or proceeding threatened,
pending or taken, or any consent, license, authorization, permit or approval
withheld, or any law, statute, rule, regulation, judgment, order or injunction
threatened, proposed, sought, promulgated, enacted, entered, enforced or deemed
to be applicable to the Offer or the Company, by or before any court or any
government or governmental, regulatory or administrative agency or authority
(federal, state, local or foreign) or tribunal, domestic or foreign, which, in
the reasonable judgment of the Company, could or might directly or indirectly
(i) make the acceptance for payment of, or payment for, some or all of the
Shares illegal or otherwise restrict or prohibit the consummation of the Offer,
(ii) delay or restrict the ability of the Company, or render the Company unable,
to accept for payment or pay for some or all
3
<PAGE>
of the Shares, (iii) materially affect the business, condition (financial or
other) income, operations or prospects of the Company and its subsidiaries,
taken as a whole, or otherwise materially impair in any way the contemplated
future conduct of the business of the Company or any of its subsidiaries, or
(iv) materially impair the contemplated benefits of the Offer to the Company; or
(c) there shall have occurred any of the following events: (i) the
commencement of any state of war, international crisis or national emergency;
(ii) the declaration of any banking moratorium or suspension of payments by
banks in the United States or any limitation on the extension of credit by
lending institutions in the United States; (iii) any general suspension of
trading or limitation of prices for securities on any securities exchange or in
the over-the-counter market in the United States; (iv) any significant adverse
change in the market price of the Shares or any change in the general political,
market, economic or financial conditions in the United States or abroad that
could have a material adverse effect upon the trading of the Shares; or (v) in
the case of any of the foregoing existing at the time of the commencement of the
Offer, in the reasonable judgment of the Company, a material acceleration or
worsening effect thereof; or
(d) a tender or exchange offer with respect to some or all of the Shares
(other than the Offer), or a merger or acquisition proposal for the Company,
shall have been proposed, announced or made by another person or shall have been
publicly disclosed, or the Company shall have learned that any person or "group"
(within the meaning of Section 13(d)(3) of the Exchange Act), shall have
acquired or proposed to acquire beneficial ownership of more than five percent
of the outstanding Shares, or any new group shall have been formed that
beneficially owns more than 5% of the outstanding Shares (other than any such
person, entity or group who have filed a Schedule 13D or Schedule 13G with the
Commission on or before March 31, 1996); or
(e) there shall have occurred any event which, in the reasonable judgement
of the Company, has resulted in an actual or threatened material adverse change
in the business, financial condition, assets, income, operations, prospects or
stock ownership of the Company or which may adversely affect the value of the
Shares; and, in the reasonable judgment of the Company, such event makes it
inadvisable to proceed with the Offer or with acceptance for payment of or
payment for any Shares; or
(f) the purchase of Shares pursuant to the Offer would result in there being
less than 300 shareholders of record of the Shares or would result in the Shares
being delisted from the Nasdaq/NMS.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action or
inaction by the Company) giving rise to any such condition, and may be waived by
the Company, in whole or in part, at any time and from time to time in its
reasonable discretion. The Company's failure at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right and each such
right shall be deemed an ongoing right which may be asserted at any time and
from time to time. Any determination by the Company concerning the events
described above will be final and binding on all parties.
3. Miscellaneous
Pursuant to Rule 13e-4 under the Exchange Act, the Company has filed with
the Commission an Issuer Tender Offer Statement on Schedule 13E-4 and amendments
thereto which contain additional information with respect to the Offer. Such
Schedule 13E-4, including the exhibits and any amendments thereto, may be
examined, and copies may be obtained, at the same places and in the same manner
as is set forth in Section 15 of the Offer to Purchase with respect to
information concerning the Company.
PULSE BANCORP, INC.
June 3, 1996
4
<PAGE>
Manually signed photocopies of the Letter of Transmittal will be accepted
from Eligible Institutions. The Letter of Transmittal and certificates for
Shares and any other required documents should be sent or delivered by each
shareholder or his or her broker, dealer, commercial bank, trust company or
nominee to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
American Stock Transfer and Trust Company
By Mail: By Hand/Overnight Delivery:
40 Wall Street 40 Wall Street
New York, New York 10005 46th Floor
(Attention: Corporate Trust Department) New York, New York 10005
(Attention: Corporate Trust Department)
By Facsimile Transmission:
(Eligible Institutions Only)
(718) 234-5001
Confirm by Telephone:
(718) 921-8200
Any questions or requests for assistance or additional copies of this
Supplement, the Offer to Purchase, the Letter of Transmittal or the Notice of
Guaranteed Delivery may be directed to the Information Agent at the telephone
numbers and locations listed below. Shareholders may also contact their local
broker, dealer, commercial bank or trust company for assistance concerning the
Offer.
The Information Agent for the Offer is:
Morrow & Co., Inc.
909 Third Avenue
20th Floor
New York, New York 10022
(212) 754-8000
Call Toll Free
(800) 566-9061
Brokers and Brokerage Firms, please call:
(800) 662-5200
Exhibit (a)(10)
<PAGE>
[LETTERHEAD OF PULSE BANCORP, INC.]
President
and Chief Executive Officer
June 3, 1996
To Our Stockholders:
Pulse Bancorp, Inc. (the "Company") commenced an offer to purchase
1,000,000 shares (approximately 26% of its currently outstanding shares) of its
common stock from its stockholders at a cash price not greater than $17.75 nor
less than $16.00 per share on May 15, 1996. If you have not already tendered
your shares and intend to do so, please note that the Offer, proration period
and withdrawal rights expire at 5:00 p.m., Eastern time, on Friday, June 14,
1996, unless the Offer is extended. An Offer to Purchase which explains the
Offer in detail was mailed to stockholders on May 15, 1996. Enclosed is a
supplement to the Offer to Purchase which provides additional information
regarding the background and conditions of the Offer.
Neither the Company nor its Board of Directors makes any recommendation to
any stockholder as to whether to tender or refrain from tendering shares. You
must make your own decision whether to tender shares and, if so, how many shares
to tender and at which price or prices.
If you need additional tender offer materials, please contact the
Information Agent at (800) 566-9061. I encourage you to read these materials
carefully before making any decision with respect to the Offer.
Very truly yours,
/s/ George T. Hornyak, Jr.
