SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
STEELTON BANCORP, INC.
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(Name of Subject Company)
STEELTON BANCORP, INC.
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(Name of Filing Persons -- Offeror)
COMMON STOCK, PAR VALUE $.10 PER SHARE
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(Title of Class of Securities)
858272107
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(CUSIP Number of Class of Securities)
Mr. Harold E. Stremmel
President and Chief Executive Officer
51 South Front Street, Steelton, Pennsylvania 17113
(717) 939-1966
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
Copies to:
Samuel J. Malizia, Esq.
Tiffany A. Henricks, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W., Suite 340 West
Washington, D.C. 20005
(202) 434 - 4660
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ].
SCHEDULE TO
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO, dated July 19, 2001 (the "Schedule TO") relating to an issuer
tender offer by Steelton Bancorp, Inc., a Pennsylvania corporation, to purchase
up to 90,000 shares of its common stock, par value $0.10 per share. Steelton
Bancorp, Inc. is offering to purchase these shares at a price not greater than
$16.25 nor less than $14.25 per share, net to the seller in cash, without
interest, as specified by shareholders tendering their shares. Steelton Bancorp,
Inc.'s tender offer is made upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated July 19, 2001 and the related Letter of
Transmittal, which, as amended or supplemented from time to time, together
constitute the tender offer and copies of which were attached to the Schedule TO
dated July 19, 2001 as Exhibits (a)(1) and (a)(2), respectively.
All of the information in the Offer to Purchase and the related Letter
of Transmittal is hereby incorporated by reference in answer to Items 1 through
11 of the Schedule TO.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented as
follows:
(a) Material Terms. The information set forth in the Offer to Purchase
is revised as follows:
(1) The first paragraph under the caption "The Offer - 3. Withdrawal Rights"
beginning on page 29 of the Offer to Purchase is revised to read as follows:
Shares tendered may be withdrawn at any time before the expiration of
the offer and, unless accepted for payment by us after expiration of the offer,
may also be withdrawn at any time after 12:00 midnight, Eastern time, on
Thursday, September 13, 2001. Except as otherwise provided in this Section 3,
tenders of shares are irrevocable.
(2) The first paragraph under the caption "The Offer - 6. Conditions of Our
Offer" beginning on page 32 of the Offer to Purchase is revised to read as
follows:
Notwithstanding any other provision of our offer, we will not be
required to accept for payment, purchase or pay for any shares tendered, and may
terminate or amend our offer or may postpone the acceptance for payment of, or
the purchase of and the payment for shares tendered, subject to the rules
promulgated by the SEC under the Exchange Act, if, at any time on or after July
19, 2001 and before the expiration of our offer, any of the following events
have occurred (or have been determined by us to have occurred) that, in our
reasonable judgment makes it inadvisable for us to proceed with our offer or
with acceptance for payment:
(3) The last paragraph under the caption "The Offer - 6. Conditions of Our
Offer" beginning on page 32 of the Offer to Purchase is revised to read as
follows:
The conditions to our offer are for our sole benefit and may be
asserted by us regardless of the circumstances (including any action or inaction
by us) giving rise to any such condition and, where permissible, may be waived
by us, in whole or in part at any time up until the expiration of our offer in
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our sole discretion. Our failure at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any right, and each right shall be deemed
an ongoing right which may be asserted at any time up until the expiration of
our offer. Any determination or judgment by us concerning the events described
above will be final and binding on all parties.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 13 of the Schedule TO is hereby amended and supplemented as
follows:
SCHEDULE 13E-3, ITEM 8. FAIRNESS OF TRANSACTION.
(a) Fairness. The information contained in the Offer to Purchase
under the caption "Special Factors - 3. Fairness of the Offer"
beginning on page 32 of the Offer to Purchase is supplemented to
add the following to the end of the last paragraph of such
section:
Despite the lack of an unaffiliated representative acting solely on
behalf of the unaffiliated shareholders and despite the fact that our offer is
not structured to require the approval of the unaffiliated shareholders, we
believe that our offer is procedurally fair to unaffiliated security holders, in
addition to being substantively fair with respect to the pricing range offered.
We base that belief on the unanimous approval of our offer by all of our
non-employee directors, who comprise a majority of the Board, as well as the
establishment of a special committee of the Board and the committee's unanimous
approval of our offer as fair and in the best interests of us and all of our
shareholders, including unaffiliated shareholders.
(b) Factors Considered in Determining Fairness. The first paragraph
following subsection (viii) under the caption "Special Factors -
3. Fairness of the Offer" beginning on page 32 of the Offer to
Purchase is revised to read as follows:
In making its determination that the offer is fair and in the best
interests of our shareholders, the Board considered the opinion of FinPro and
the oral and written presentations of FinPro discussing the material factors
included in its analysis, and such opinion and related discussion were accepted
and adopted by the Special Committee and the Board. FinPro's analysis is
described below under "Special Factors - 4. Opinion of Financial Advisor." In
addition, the Board considered, the recommendation of the Special Committee, and
the same factors considered by the Special Committee, as set forth above.
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SIGNATURES
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 16, 2001
STEELTON BANCORP, INC.
By:/s/Harold E. Stremmel
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Harold E. Stremmel
President and Chief Executive Officer