PRESS RELEASE
Steelton Bancorp, Inc. Contact: James S. Nelson
Mechanics Savings Bank Executive Vice President
51 South Front Street Steelton Bancorp, Inc.
Steelton, PA 17113 (717) 939-1966
For Immediate Release
July 19, 2001
STEELTON BANCORP, INC. ANNOUNCES MODIFIED DUTCH AUCTION
TO PURCHASE 25% OF OUTSTANDING STOCK
STEELTON, PENNSYLVANIA, July 19, 2001 -- Steelton Bancorp, Inc. ("Steelton")
(OTC Electronic Bulletin Board: SELO) President and Chief Executive Officer,
Harold E. Stremmel, today announced that Steelton will repurchase up to 90,000
shares, or approximately 25%, of its 361,427 shares of common stock currently
outstanding through a Modified Dutch Auction Issuer Tender Offer.
The Board of Directors of Steelton has selected a Modified Dutch Auction Tender
Offer with the goal of improving stockholders' equity per share and return on
equity. Under this format, shareholders will have the opportunity to sell part
or all of their shares to Steelton at the cash purchase price selected by the
shareholder of not less than $14.25 per share nor greater than $16.25 per share.
Upon expiration of the offer, Steelton will select the lowest purchase price
that will permit it to buy the desired number of shares. All shares purchased
will be purchased at the same Steelton-selected price, even if tendered at a
lower price. If more than the maximum number of shares sought is tendered at or
below the Steelton-selected price, tendering shareholders owning fewer than 100
shares will have their shares purchased without pro- ration and other shares
will be purchased pro rata. Shareholders will, in general, be able to tender
their shares free of all brokerage commissions and stock transfer taxes, if any,
which will be paid by Steelton.
The offer is not conditioned on a minimum number of shares being tendered.
Steelton will pay for the shares purchased and for all related fees and expenses
out of available funds and cash on hand. The offer to purchase shares will begin
July 19, 2001 and expire on August 16, 2001, unless extended. On July 17, 2001,
the best bid (the highest price a prospective buyer is prepared to pay for the
stock) was $13.20 and the best ask (the lowest price a prospective seller is
prepared to accept for the stock) was $15.50 as reported on the OTC Electronic
Bulletin Board. These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.
NEITHER STEELTON BANCORP, INC. 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 IN THE OFFER AND HAS NOT
AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION.
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Steelton common stock. The offer is made solely by
the Offer to Purchase, dated July 19, 2001, and the related Letter of
Transmittal. Each shareholder is urged to consult his tax advisor as to the
particular tax consequences of the tender offer to such shareholder. The full
details of the offer, including complete
instructions on the tender process procedure along with the transmittal forms
and other data is being mailed to shareholders commencing July 19, 2001. You
should read the Offer to Purchase and the Letter of Transmittal because they
contain important information. The documents will be available free of charge at
the website of the United States Securities and Exchange Commission at
www.sec.gov. The documents may also be obtained free of charge from Steelton
Bancorp, Inc. (717) 939-1966 or from the information agent for the offer,
MacKenzie Partners, Inc. (800) 322-2885.
Steelton Bancorp, Inc. is the holding company of Mechanics Savings Bank, a
federally chartered savings bank headquartered in Steelton, Pennsylvania. The
Bank's deposits are federally insured by the Federal Deposit Insurance
Corporation ("FDIC"). At March 31, 2001, Steelton Bancorp, Inc. had total assets
and stockholders' equity of $62.0 million and $6.7 million, respectively.
The foregoing material may contain forward-looking statements. We
caution that such statements may be subject to a number of uncertainties and
actual results could differ materially and, therefore, readers should not place
undue reliance on any forward-looking statements. Steelton Bancorp, Inc. not
undertake, and specifically disclaims, any obligation to publicly release the
results of any revisions that may be made to any forward-looking statements to
reflect the occurrence of anticipated or unanticipated events or circumstances
after the date of such statements.