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)
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.
Amount Previously Paid: $950 Filing Party: First Shenango Bancorp, Inc.
Form or Registration No.: Schedule 13E-4 (5-47189) Date Filed: October 25, 1996
2
<PAGE>
This Final Amendment amends and supplements the Issuer Tender Offer
Statement filed on October 25, 1996 and amended on November 26, 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.
The "Modified Dutch Auction" self-tender offer which commenced on October
25, 1996 expired at 5:00 p.m., Eastern time, November 25, 1996. Based on a final
count, shareholders tendered approximately 197,636 shares or approximately 8.75%
of the common shares outstanding. The shares will be purchased at a purchase
price of $23.75 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: December 10, 1996.
FIRST SHENANGO BANCORP, INC.
By: /s/ Francis A. Bonadio
---------------------------------------------
Name: Francis A. Bonadio
Title: President and Chief Executive Officer
