SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 1
(Final Amendment)
FINANCIAL SERVICES ACQUISITION CORPORATION
(Name of Issuer)
FINANCIAL SERVICES ACQUISITION CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, $.001 par value
(Title of Class of Securities)
31769Q-10-8
(CUSIP Number of Class of Securities)
Gilbert D. Scharf
Chairman of the Board, President
and Chief Executive Officer
Financial Services Acquisition Corporation
667 Madison Avenue
New York, NY 10021
(212) 317-1000
Copies to
Patrick J. Foye
Roger E. Schwed, Esq
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, NY 10022
(212) 735-3000
July 18, 1996
Date Tender Offer First Published
Sent or Given to Security Holders)
This Amendment No. 1 (Final Amendment) amends and
supplements the Issuer Tender Offer Statement on Schedule 13E-
4 (the "Schedule 13E-4"), filed on July 18, 1996 by Financial
Services Acquisition Corporation ("FSAC") with the Securities
and Exchange Commission. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such
terms in the Schedule 13E-4.
The right of holders of shares of common stock, par
value $.001 per share, of FSAC issued in FSAC's December 1994
initial public offering ("Public Shares") to exercise
Redemption Rights in connection with the Merger terminated at
5:00 p.m., New York City time, on August 15, 1996. The number
of Public Shares validly tendered and not withdrawn was
136,000. FSAC has accepted for payment (and caused payment to
be mailed for) all such 136,000 shares at a redemption price of
$5.2953450 per share, calculated by dividing $18,974,984.32,
the amount in the Trust as of close of business on July 11,
1996 (the record date for the special meeting of FSAC
stockholders held in connection with the Merger), by 3,583,333,
the number of outstanding Public Shares.
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: August 26, 1996
FINANCIAL SERVICES
ACQUISITION CORPORATION
/s/ Gilbert D. Scharf
__________________________________
Name: Gilbert D. Scharf
Title: Chairman of the Board,
President and Chief
Executive Officer
