AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
FINANCIAL SERVICES CORPORATION OF THE MIDWEST
(Name of Issuer)
FINANCIAL SERVICES CORPORATION OF THE MIDWEST
(Name of Person(s) Filing Statement)
SHARES OF COMMON STOCK, PAR VALUE $0.50 PER SHARE
(Title of Class of Securities)
317697100
(CUSIP Number of Class of Securities)
Douglas M. Kratz
Financial Services Corporation of the Midwest
224 - 18th Street, Suite 202
Rock Island, Illinois 61201-8737
(309) 794-1120
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
WITH COPIES TO:
Michele D. Vaillancourt, Esq.
Winthrop & Weinstine, P.A.
3000 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402
May 12, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
ITEM 9. Material to be Filed as Exhibits.
The following documents are hereby filed as exhibits to this Issuer Tender Offer
Statement on Schedule 13E-4:
(a)(1) Offer to Purchase: Incorporated herein by reference to Exhibit
(a)(1) to Company's Schedule 13E-4 filed May 12, 1997 (the
"Schedule 13E-4").
(a)(2)(i) Form of Letter of Transmittal: Incorporated herein by
reference to Exhibit (a)(2)(i) of the Schedule 13E-4.
(a)(2)(ii) Form of Notice of Guaranteed Delivery: Incorporated herein by
reference to Exhibit (a)(2)(ii) of the Schedule 13E-4.
(a)(3)(i) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees: Incorporated herein by reference to
Exhibit (a)(3)(i) of the Schedule 13E-4.
(a)(3)(ii) Form of Letter to Clients of Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees:
Incorporated herein by reference to Exhibit (a)(3)(ii) of the
Schedule 13E-4.
(a)(3)(iii) Form of Letter to Shareholders: Incorporated herein by
reference to Exhibit (a)(3)(iii) of the Schedule 13E-4.
(a)(4) Notice of Extension of Period of Offer.
(b)(1) Loan Agreement dated December 15, 1992 by and between FSCM and the
Bank and amendments thereto dated March 14, 1996 and July 27,
1996: Incorporated herein by reference to Exhibit (b)(1) of the
Schedule 13E-4.
(b)(2) Revolving Business Note dated July 31, 1996 made payable by FSCM
to the Bank: Incorporated herein by reference to Exhibit (b)(2) of
the Schedule 13E-4.
(c) Depositary Agreement dated as of May 12, 1997 between FSCM and
Illinois Stock Transfer Company: Incorporated herein by reference
to Exhibit (c) of the Schedule 13E-4.
(d)-(f) Not applicable.
<PAGE>
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.
Date: August 7, 1997. FINANCIAL SERVICES CORPORATION OF THE MIDWEST
By: /s/ Douglas M. Kratz
Its Chairman, Chief Executive Officer
and Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
Description of Exhibits
(a)(1) Offer to Purchase: Incorporated herein by reference to Exhibit
(a)(1) to Company's Schedule 13E-4 filed May 12, 1997 (the
"Schedule 13E-4").
(a)(2)(i) Form of Letter of Transmittal: Incorporated herein by reference
to Exhibit (a)(2)(i) of the Schedule 13E-4.
(a)(2)(ii) Form of Notice of Guaranteed Delivery: Incorporated herein by
reference to Exhibit (a)(2)(ii) of the Schedule 13E-4.
(a)(3)(i) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees:
Incorporated herein by reference to Exhibit (a)(3)(i) of the
Schedule 13E-4.
(a)(3)(ii) Form of Letter to Clients of Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees: Incorporated herein by reference to
Exhibit (a)(3)(ii) of the Schedule 13E-4.
(a)(3)(iii) Form of Letter to Shareholders: Incorporated herein by reference
to Exhibit (a)(3)(iii) of the Schedule 13E-4.
(a)(4) Notice of Extension of Period of Offer.
(b)(1) Loan Agreement dated December 15, 1992 by and between FSCM and the
Bank and amendments thereto dated March 14, 1996 and July 27,
1996: Incorporated herein by reference to Exhibit (b)(1) of the
Schedule 13E-4.
(b)(2) Revolving Business Note dated July 31, 1996 made payable by FSCM
to the Bank: Incorporated herein by reference to Exhibit (b)(2) of
the Schedule 13E-4.
(c) Depositary Agreement dated as of May 12, 1997 between FSCM and
Illinois Stock Transfer Company: Incorporated herein by reference
to Exhibit (c) of the Schedule 13E-4.
(d)-(f) Not applicable.
<PAGE>
Exhibit (a)(4)
FINANCIAL SERVICES CORPORATION OF THE MIDWEST
OFFER TO PURCHASE FOR CASH UP TO 83,000
OF ITS ISSUED AND OUTSTANDING SHARES
OF COMMON STOCK AT $90.00 PER SHARE
NOTICE OF EXTENSION OF PERIOD OF OFFER
To the Common Stock Shareholders of
Financial Services Corporation of the Midwest:
Financial Services Corporation of the Midwest ("FSCM") has offered to purchase
for cash up to 83,000 of its issued and outstanding shares (the "Shares") of
Common Stock, par value $0.50 per share (the "Offer"). The Offer is subject to
the terms and conditions set forth in the Offer to Purchase and related Letter
of Transmittal which were distributed to FSCM's shareholders beginning on May
12, 1997.
The expiration date of the Offer is hereby extended to August 13, 1997. The
Offer, the proration period and the withdrawal rights will expire at 5:00 P.M.,
Rock Island, Illinois time, on August 13, 1997, unless the Offer is further
extended.
Please direct any questions to Ms. Patricia A. Zimmer, Secretary of FSCM, at the
address and telephone number set forth below.
July 30, 1997 FINANCIAL SERVICES CORPORATION OF THE MIDWEST
224 18th Street, Suite 202
Rock Island, IL 61201-8719
Telephone: (309) 794-1122, extension 1301
