PULSE BANCORP INC
SC 13E4/A, 1996-06-28
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               FINAL AMENDMENT
                                      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* 

$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)
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<PAGE>



    This  Final  Amendment  amends  and  supplements  the  Issuer  Tender  Offer
Statement  filed on May 15,  1996 and  amended on June 3, 1996 and June 17, 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.

    The "Modified  Dutch Auction"  self-tender  offer which commenced on May 15,
1996 expired at 5:00 p.m.,  Eastern time, June 14, 1996. Based on a final count,
shareholders tendered 837,080 shares or approximately 21.5% of the common shares
outstanding.  The shares  will be  purchased  at a purchase  price of $17.75 per
share.




                                      3

<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 28, 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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