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)
MID-WISCONSIN FINANCIAL SERVICES, INC.
(Name of Issuer)
MID-WISCONSIN FINANCIAL SERVICES, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities)
59560R108
(Cusip Number of Class of Securities)
GENE C. KNOLL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MID-WISCONSIN FINANCIAL SERVICES, INC.
132 WEST STATE STREET
MEDFORD, WI 54551
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on behalf of the Person(s) Filing
Statement)
Copies to:
ARNOLD J. KIBURZ III
RUDER, WARE & MICHLER, A LIMITED LIABILITY S.C.
500 THIRD STREET, SUITE 700
P.O. BOX 8050
WAUSAU, WI 54402
DECEMBER 14, 1998
(Date Tender Offer First Published, Sent or
Given to Security Holders)
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated December 14, 1998 (the "Statement")
relating to the tender offer by Mid-Wisconsin Financial Services, Inc.,
a Wisconsin corporation (the "Company"), to purchase up to 93,045 shares
of its common stock, $.10 par value (the "Shares"), at a price, net to
the seller in cash, without interest thereon, of $27.50 per Share upon
the terms and subject to the conditions set forth in the Offer to
Purchase dated December 14, 1998 (the "Offer to Purchase") and the
related Transmittal Form (which documents are collectively referred to
herein as the "Offer"). Copies of the Offer to Purchase and Transmittal
Form were filed as exhibits (a)(1) and (2), respectively, to the Statement.
<PAGE>
This Amendment No. 1 constitutes the final amendment to the Statement
pursuant to Rule 13e-4(c)(3) under the Securities Exchange Act of 1934,
as amended, and General Instruction D to Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Statement is amended and supplemented to add the
following:
The Offer expired at 5:00 p.m., CST, on January 15, 1999. On
January 22, 1999, the Company issued a press release announcing the
results of the Offer, a copy of which is attached hereto as Exhibit
(a)(8) and is incorporated herein by this reference.
The number of Shares properly tendered and not withdrawn was
39,348, representing approximately 2.11% of the Shares outstanding
prior to the Offer. Following the completion of the Offer, the
Company will have 1,821,545 Shares outstanding.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Statement is hereby amended and supplemented to add the
following:
(a) (8) Form of Press Release issued by the Company dated January
22, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true,
complete and correct.
Mid-Wisconsin Financial Services, Inc.
January 22, 1999 By: GENE C. KNOLL
Gene C. Knoll
President and Chief Executive
Officer
<PAGE>
EXHIBIT INDEX
TO
AMENDMENT NO. 1
TO
SCHEDULE 13E-4
DATED DECEMBER 14, 1998
OF
MID-WISCONSIN FINANCIAL SERVICES, INC.
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. <section>232.102(d))
(a) (8) Form of Press Release issued by the Company dated January
22, 1999.
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EXHIBIT (a)(8)
MID-WISCONSIN FINANCIAL SERVICES, INC. ANNOUNCES
RESULTS OF SELF-TENDER FOR ITS COMMON STOCK
For immediate release
January 22, 1999
Contact: Gene C. Knoll, President & CEO
Mid-Wisconsin Financial Services, Inc.
Medford, Wisconsin
748-8300
Mid-Wisconsin Financial Services, Inc. (OTC Electronic Bulletin Board -
MWFS) announced today the results of its self-tender offer which expired
at 5:00 p.m., CST, on Friday, January 15, 1999. Mid-Wisconsin had
offered to purchase up to 93,045 shares of its issued and outstanding
common stock for $27.50 per share. The tender offer began on December
14, 1998.
Mid-Wisconsin accepted 39,348 shares of its common stock for purchase in
connection with its tender offer. The shares purchased represent
approximately 2.11% of the shares outstanding immediately prior to the
tender offer. Following the purchase of accepted shares, Mid-Wisconsin
will have 1,821,545 shares of its common stock outstanding.
Gene C. Knoll, President and CEO of Mid-Wisconsin, said: "We felt that
the repurchase of our stock was an appropriate use of our capital at this
time, especially as we feel that our stock has recently been somewhat
undervalued in market quotations. Although Mid-Wisconsin's offering
price represented a premium over market quotations during the tender,
the tender was significantly undersubscribed. We view that result as an
indication from our shareholders that they are optimistic about
Mid-Wisconsin's future and the long-term value of Mid-Wisconsin stock.
<PAGE>
While we would have liked to have been able to repurchase more of our
stock, we consider the tender to have been a success."
Mid-Wisconsin Financial Services, Inc. is the holding company for Mid-
Wisconsin Bank, a $275 million independent community bank serving
numerous communities throughout central Wisconsin.
