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)
FIRST SHENANGO BANCORP, INC.
(Name of Issuer)
FIRST SHENANGO BANCORP, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.10 per Share
(Title of Class of Securities)
336409107
---------
(CUSIP Number of Class of Securities)
Francis A. Bonadio
President and Chief Executive Officer
First Shenango Bancorp, Inc.
25 North Mill Street
New Castle, Pennsylvania 16101
(800) 982-8322
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)
October 25, 1996
(Date tender offer first published, sent or given to security holders)
<PAGE>
CALCULATION OF FILING FEE
================================================================================
Amount of
Transaction Valuation* Filing Fee
================================================================================
$4,750,000 $950
================================================================================
* For purposes of calculating fee only. Based on the Offer for 200,000 shares at
the maximum tender offer price per share of $23.75.
[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.
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<CAPTION>
<S> <C>
Amount Previously Paid: $950 Filing Party: First Shenango Bancorp, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: October 25, 1996
</TABLE>
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<PAGE>
This Statement amends and supplements the Issuer Tender Offer Statement
filed on October 25, 1996 (the "Statement") relating to the issuer tender offer
by First Shenango Bancorp, Inc., a Pennsylvania corporation (the "Company"), to
purchase up to 200,000 shares of common stock, par value $0.10 per Share (the
"Shares"), at prices not greater than $23.75 nor less than $20.50 per Share upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated October 25, 1996 (the "Offer to Purchase"), 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 October 25, 1996.
* (a)(2) Form of Letter of Transmittal.
* (a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees dated October 25, 1996.
* (a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees dated October 25, 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 October 25, 1996.
* (a)(7) Form of press release issued by the Company dated October 24, 1996.
* (a)(8) Form of question and answer brochure.
* (a)(9) Form of Letter to Participants in the First Federal Savings Bank of New
Castle Employee Stock Ownership Plan dated October 25, 1996
(a)(10) Form of press release issued by the Company dated November 26,
1996.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
_________________
* Previously filed on October 25, 1996 with the Schedule 13E-4.
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: November 26, 1996.
FIRST SHENANGO BANCORP, INC.
By: /s/ Francis A. Bonadio
------------------------------------------------
Name: Francis A. Bonadio
Title: President and Chief Executive Officer
4
<PAGE>
INDEX OF EXHIBITS
* (a)(1) Form of Offer to Purchase dated October 25, 1996.
* (a)(2) Form of Letter of Transmittal.
* (a)(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees dated October 25, 1996.
* (a)(4) Form of Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees dated October 25, 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 October 25, 1996.
* (a)(7) Form of press release issued by the Company dated October 24, 1996.
* (a)(8) Form of question and answer brochure.
* (a)(9) Form of Letter to Participants in the First Federal Savings Bank of New
Castle Employee Stock Ownership Plan dated October 25, 1996.
(a)(10) Form of press release issued by the Company dated November 26, 1996.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
_________________
* Previously filed on October 25, 1996 with the Schedule 13E-4.
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Exhibit (a)(10)
<PAGE>
[LETTERHEAD OF FIRST SHENANGO BANCORP, INC.]
NEWS RELEASE
For further information on this release call
Francis A. Bonadio
President
First Shenango Bancorp, Inc.
25 North Mill Street
New Castle, PA 16101
(800) 982-8322
First Shenango Bancorp, Inc.
Share Repurchase Preliminary Results
New Castle, Pennsylvania -- November 26, 1996 -- First Shenango Bancorp,
Inc. (Nasdaq - "SHEN"), the parent holding company of First Federal Savings Bank
of New Castle (the "Bank") announced today that the "Modified Dutch Auction"
self-tender offer which commenced on October 25, 1996 expired at 5:00 p.m.,
Eastern time, November 25, 1996. Shareholders tendered approximately 197,636
shares or approximately 8.75% of the common shares outstanding. It appears that
the purchase price will be $23.75 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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