SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Mid-Continent Bancshares, Inc.
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
5952 82104000
(CUSIP Number)
Michael D. Michaelis
President
Emprise Financial Corporation
211 North Broadway
Wichita, Kansas 67201-0247
(316) 383-4349
Copies to:
William M. Schutte
Polsinelli, White, Vardeman & Shalton
700 W. 47th Street, Suite 1000
Kansas City, Missouri 64112-1802
(816) 753-1000
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
June 5, 1997
(Date of Event which Requires Filing of this Statement)
<PAGE>
1) Name of Reporting Person: Emprise Financial Corporation
("EFC")
S.S. or I.R.S. Identification Nos. of Above Person:
48-1005424
2) Check the Appropriate Box if a Member of a Group
(a) XXXX
(b)
3)
4) Source of Funds
WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
None
6) Citizenship or Place of Organization: Kansas
7) Sole Voting Power 116,500
8) Shared Voting Power N.A.
9) Sole Disposition Power 116,500
10) Shared Disposition Power N.A.
11) Aggregate Amount
Beneficially Owned 116,500
12) N.A.
13) Percentage of Class 5.8%
14) Type of Reporting Person: HC
(Inside Cover Page)
<PAGE>
1) Name of Reporting Person: Michael D. Michaelis("Michaelis")
S.S. or I.R.S. Identification Nos. of Above Person:
###-##-####
2) Check the Appropriate Box if a Member of a Group
(a) XXXX
(b)
3)
4) Source of Funds
PF
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
None
6) Citizenship or Place of Organization: USA
7) Sole Voting Power 3,500
8) Shared Voting Power N/A
9) Sole Disposition Power 3,500
10) Shared Disposition Power N.A.
11) Aggregate Amount
Beneficially Owned 3,500
12) N.A.
13) Percentage of Class .20%
14) Type of Reporting Person: IN
(Inside Cover Page)
<PAGE>
1) Name of Reporting Person: The Michaelis Group consisting of
Emprise Financial Corporation ("EFC") and Michael D.
Michaelis
S.S. or I.R.S. Identification Nos. of Above Person:
Not Applicable
2) Check the Appropriate Box if a Member of a Group
(a) XXXX
(b)
3)
4) Source of Funds
Not Applicable
5) Check if Disclosure of Legal Proceedings if Required
Pursuant to Items 2(d) or 2(e)
None
6) Citizenship or Place of Organization: Not Applicable
7) Sole Voting Power 120,000<F1>
8) Shared Voting Power N.A.
9) Sole Disposition Power 120,000<F1>
10) Shared Disposition Power N.A.
11) Aggregate Amount 120,000
Beneficially Owned
12) N.A.
13) Percentage of Class 6%
14) Type of Reporting Person OO
<F1> Such power arises as a result of the power that each member of
the Michaelis Group has, individually, to vote or dispose of his
or its shares.
(Inside Cover Page)
<PAGE>
Item 1. Security and Issuer.
This Statement relates to the common stock, $.10 par value
("Common Stock"), of Mid-Continent Bancshares, Inc., ("Issuer"),
124 West Central, El Dorado, Kansas 67042.
Item 2. Identity and Background.
This Statement is filed by a group of persons (the
"Michaelis Group") which has no principal business or principal
business address. The members of the Michaelis Group are as
follows:
(a) Michael D. Michaelis ("Michaelis") is President of
Emprise Financial Corporation.
(b) Emprise Financial Corporation.
Emprise Financial Corporation ("EFC") is a Kansas
corporation engaged in the business of operating a multi-bank
holding company with five banks having a total of 23 banking
locations in Kansas. The principal executive offices are located
at 211 North Broadway, Wichita, Kansas 67201-0247.
The names, business addresses and principal occupation and
employments of EFC's executive officers and directors are set
forth below all of whom are citizens of the United States:
Name Principal Occupation or Employment
A. Michaelis, Jr. Chairman
Michael D. Michaelis President
T. Veatch Sr. Vice President and Chief
Financial Officer
The principal business address of each of the individuals
listed above is 211 North Broadway, Wichita, Kansas 67201-0247.
During the last five years neither EFC nor any of its
executive officers and directors have been convicted in a
criminal proceeding during the last five years. During the last
five years neither EFC nor any of its executive officers and
directors have been subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws of
finding any violation with respect to such laws during the last
five years.
Although no written agreement or other understanding with
respect to the sharers of Common Stock exist among them, EFC and
Michaelis may be deemed to be members of a "group" within the
meaning of section 13(d)(3) of the Securities Exchange Act of
1934 and are hereinafter referred to as the "Reporting Persons".
Item 3. Source and Amount of Funds or Other Consideration.
Each of the shares of Common Stock to which this Statement
relates were purchased for cash using either the (i) personal
funds of Michaelis or (ii) the working capital of EFC, as
applicable.
Item 4. Purpose of Transaction.
Each of the shares of Common Stock to which this Statement
relates were acquired by the Reporting Persons for the purpose of
investment. In the future, any of the Reporting Persons may
decide to purchase additional shares of the Common Stock or other
securities of the Issuer or may decide to sell any or all of the
securities of the Issuer now or hereafter owned.
Except as set forth in this Schedule, to the best of
Reporting Persons' knowledge, no person identified in Item 2, has
any present plans or intentions which would result in or relate
to any of the transactions described in subparagraphs (a) through
(j) of the instructions for Item 4 of Schedule 13D. The
Reporting Persons reserve the right to exercise any and all
rights they may have as stockholders of the Issuer in a manner
consistent with their own best interests.
Item 5. Interest in Securities of Issuer.
The aggregate number and percentage of Common Stock of the
Issuer beneficially owned by the Reporting Persons are set forth
in the responses to questions 7, 8, 9, 10, 11 and 13 on the
inside cover page. Such information is incorporated herein by
reference. Michaelis disclaims beneficial ownership of the
Common Stock owned directly by EFC. Conversely, EFC disclaims
beneficial ownership of the Common Stock owned directly by
Michaelis.
To the best of the Reporting Persons' knowledge, no person
identified in Item 2 to the Schedule beneficially owns any Common
Stock, except as described in this Schedule.
Except as reported herein, no transaction in the Common
Stock has been effected by the Reporting Persons or, to the best
of their knowledge, by any person identified in Item 2 to this
Schedule during the past 60 days from the date of this Schedule.
The following purchases of Common Stock were effected during
the past 60 days: April 15, 1997, 10,000 shares at $25.625; April
24, 1997 40,000 shares at $25.8125; April 25, 1997 11,000 shares
at $25.8125; and June 5, 1997, 25,000 shares at $25.8125.
All of the above shares were purchased by EFC in the over-
the-counter market.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
June 13, 1997
EMPIRE FINANCIAL CORPORATION
By:________________________________
Michael D. Michaelis,
President
___________________________________
MICHAEL D. MICHAELIS
