SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(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)
RSV BANCORP, INC.
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(Name of Subject Company)
RSV 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)
74975M 10 7
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(CUSIP Number of Class of Securities)
Mr. Gerard R. Kunic
President
2000 Mt. Troy Road, Pittsburgh, Pennsylvania 15212
(412) 322-6107
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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.
Joan S. Guilfoyle, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W., Suite 340 West
Washington, D.C. 20005
(202) 434-4660
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CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF
VALUATION*: $3,838,000 FILING FEE: $768.00
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* Estimated for purposes of calculating the filing fee only, in accordance
with Rule 0-11 of the Securities Exchange Act of 1934. This calculation
assumes the purchase of 202,000 shares of Common Stock, par value $.10 per
share, at the maximum tender offer price of $19.00 per share in cash.
[X] Check the 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 date of its filing.
Amount Previously Paid: $768.00. Filing Party: RSV Bancorp, Inc..
Form or Registration No.: Schedule TO-I. Date Filed: September 14, 2004.
[ ] 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.
[ ] 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 to Tender Offer Statement on Schedule TO amends
and supplements the Tender Offer Statement on Schedule TO filed on September 14,
2004 relating to the issuer tender offer of RSV Bancorp, Inc., a Pennsylvania
corporation, to purchase up to 202,000 shares of its common stock, $0.10 par
value per share. RSV Bancorp, Inc. is offering to purchase these shares at a
price not greater than $19.00 nor less than $17.00 per share, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated September 14, 2004 (the "Offer to
Purchase"), and in the related Letter of Transmittal, which, as amended or
supplemented from time to time, together constitute the tender offer. Copies of
the Offer to Purchase and the related Letter of Transmittal were previously
filed with the Schedule TO as exhibits (a)(1)(i) and (a)(1)(ii), respectively.
This Amendment No. 1 to Tender Offer Statement on Schedule TO is intended to
satisfy the reporting requirements of Rule 13e-4(c)(1) of the Securities
Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of
Transmittal, as amended, is incorporated in this Amendment No. 1 to Tender Offer
Statement on Schedule TO by reference to all of the applicable items in the
Schedule TO, except that the information in the Offer to Purchase and Letter of
Transmittal is hereby amended to the extent specifically provided herein.
ITEM 1. SUMMARY TERM SHEET.
The penultimate sentence of the fourth paragraph in the response to the
question "What is the Purchase Price?" is hereby amended to read as follows:
"You should understand that this election could result in your shares
being purchased at the minimum price of $17.00 per share which may be
less than the price you would receive if you sold your shares in the
open market."
The third sentence of the response to the question "What is a Recent
Market Price of My RSV Bancorp Shares" is hereby amended to read as follows:
"On September 13, 2004, the last trading day prior to commencement of
our offer, the closing sale price of our common stock on the OTC
Bulletin Board was $17.95."
ITEM 4. TERMS OF THE TRANSACTION.
(a) Material Terms
The last sentence of the penultimate paragraph on the inside front
cover of the Offer to Purchase is hereby amended to read as follows:
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"Note that this election could result in your shares being purchased at
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the minimum price of $17.00 per share which may be less than the price
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you would receive if you sold your shares in the open market."
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The last sentence of the third paragraph under "Section 1. Number of
Shares; Price; Priority of Purchase--General" is hereby amended to read as
follows:
"You should understand that this election could result in your shares
being purchased at the minimum price of $17.00 per share which may be
less than the price you would receive if you sold your shares in the
open market."
The last sentence of the first bullet point in the second paragraph
under "Section 3. Procedures for Tendering Shares -Proper Tender of Shares" is
hereby amended to read as follows:
"Note that this election could result in your shares being purchased at
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the minimum price of $17.00 per share which may be less than the price
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you would receive if you sold your shares in the open market."
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The ninth bullet point in the first paragraph under "Section 7.
Conditions to our Offer" is amended to read as follows:
"o any limitation (whether or not mandatory) by any governmental,
regulatory or administrative agency or authority on, or any
event, or any disruption or adverse change in the financial or
capital markets generally or the market for loan syndications
in particular, that, in our reasonable judgment, might
materially and negatively affect, the extension of credit by
banks or other lending institutions in the United States;"
The last paragraph under "Section 15. Federal Income Tax Consequences"
is hereby amended to delete the first sentence thereof.
(b) The third paragraph under "Section 3. Procedures for Tendering
Shares--Employee Benefit Plans" is hereby amended to read as follows:
"We are not offering, as part of the offer, to purchase any of
the options or restricted shares outstanding or held under the Stock
Plans and tenders of such options or shares will not be accepted. In no
event are any options or shares held under the Stock Plans to be
delivered to the depositary in connection with a tender of shares
hereunder. An exercise of an option cannot be revoked even if shares
received upon the exercise thereof and tendered in the offer are not
purchased in the offer for any reason."
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ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Paragraph 6 of "Section 2. Purposes of the Offer; Certain Effects of
the Offer" is hereby amended to add a third bullet point to read as follows:
"o Due to increases in the market price for our common stock
above the minimum price offered in this offer, depending on
the price at which a stockholder tenders in this offer and the
ultimate purchase price paid, it is possible that a
stockholder who tenders in this offer may receive less than
would have been received in an open market sale."
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The second paragraph of "Section 9. Source and Amount of Funds" is
hereby amended to read as follows:
"RSV Bancorp will fund the purchase of shares and related
expenses through cash on hand, the liquidation of securities and/or a
dividend from the Bank to RSV Bancorp in the amount of up to $3.0
million."
ITEM 11. ADDITIONAL INFORMATION.
(b) Other Material Information.
The "Odd Lots" box on the Letter of Transmittal is hereby amended to
read as follows:
"This Section is to be completed ONLY if Shares are being tendered by
or on behalf of a person owning beneficially and who continues to own
beneficially as of the Expiration Date, an aggregate of fewer than 100
Shares.
The undersigned either (check one box):
[ ] was the beneficial owner and continues to be the beneficial
owner as of the Expiration Date, of an aggregate of fewer than
100 Shares, all of which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other
nominee that (i) is tendering, for the beneficial owners
thereof, Shares with respect to which it is the record owner,
and (ii) believes, based upon representations made to it by
each beneficial owner, that the beneficial owner owned
beneficially and continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares, and is
tendering all of those Shares.
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The first sentence of Instruction 9 of the Letter of Transmittal is
hereby by amended to read as follows:
"9. ODD LOTS. As described in the Offer to Purchase, if fewer than all
Shares validly tendered at or below the purchase price and not
withdrawn on or prior to the Expiration Date are to be purchased, the
Shares purchased first will consist of all Shares tendered by any
stockholder who owned beneficially and continues to own beneficially as
of the Expiration Date, an aggregate of fewer than 100 Shares and who
validly and unconditionally tendered all the Shares at or below the
purchase price, including by not designating a purchase price as
described above."
Instruction 4 of the Letter of Transmittal is hereby amended to replace
the phrase "as promptly as practicable" with "promptly."
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Purchase, dated September 14, 2004.*
(a)(1)(ii) Letter of Transmittal.*
(a)(1)(iii) Instruction Form for Shares Held by 401(k) Plan.*
(a)(2) None.
(a)(3) None.
(a)(4) None
(a)(5)(i) Notice of Guaranteed Delivery.*
(a)(5)(ii) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(5)(iii) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to their Clients.*
(a)(5)(iv) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(5)(vi) Letter to Stockholders of the Corporation, dated
September 14, 2004, from Gerard R. Kunic, President.*
(a)(5)(vii) Text of Press Release issued by the Corporation, dated
September 14, 2004.*
(a)(5)(viii) Text of Press Release issued by the Corporation, dated
October 1, 2004
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed
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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: October 1, 2004.
RSV BANCORP, INC.
By:/s/ Gerard R. Kunic
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Gerard R. Kunic
President
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