EXHIBIT (a)(1)(D)
MID-WISCONSIN FINANCIAL SERVICES, INC.
OFFER TO PURCHASE FOR CASH
up to 90,557 shares of its common stock
at
a price of $25.50 per share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
CENTRAL STANDARD TIME, ONWEDNESDAY, JANUARY 31, 2001, UNLESS THE OFFER
IS EXTENDED.
December 15, 2000
To Our Customers:
Enclosed for your consideration are the Offer to Purchase dated
December 15, 2000 (the "Offer to Purchase"), and the related
Transmittal Form setting forth an offer by Mid-Wisconsin Financial
Services, Inc. (the "Company"), to purchase up to 90,557 shares of its
common stock (the "Shares") at a price of $25.50 per Share, net to the
seller in cash. The Offer to Purchase and the Transmittal Form
together constitute the "Offer."
We are the holder of record of Shares held for your account.
Acceptance of the Offer can be made only by us as the holder of record
and pursuant to your instructions. THE TRANSMITTAL FORM IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
SHARES HELD BY US FOR YOUR ACCOUNT. YOU MAY USE PART VI OF THE
TRANSMITTAL FORM TO COMPLETE TAX FORM W-9. IN ORDER FOR YOUR SHARES TO
BE TENDERED, YOU MUST PROVIDE US WITH INSTRUCTIONS BY COMPLETING AND
RETURNING THE ENCLOSED INSTRUCTION FORM.
The Company will pay the purchase price of $25.50 for all Shares
validly tendered, and not withdrawn, upon the terms and subject to the
conditions of the Offer. Certificates representing Shares tendered and
Shares not purchased because of proration will be returned at the
Company's expense. The Company reserves the right, in its sole
discretion, to purchase more than 90,557 Shares pursuant to the Offer.
Tendering shareholders who are registered holders will not be
obligated to pay any brokerage commissions, solicitation fees or stock
transfer taxes if the transaction involves only the registered holder.
However, a tendering shareholder who holds Shares through a broker,
dealer or custodian may be required by such entity to pay a service
charge or other fee.
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Shares tendered by Odd Lot holders will be accepted by the Company
without pro ration. You are an "Odd Lot" holder if you owned
beneficially as of the close of business on December 15, 2000, and
continue to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares. If you intend to qualify to tender as an Odd
<PAGE>
Lot holder, you must instruct us to tender all of your Shares prior to
the Expiration Date and check the appropriate box under the caption
"Odd Lots" in the Instruction Form.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER.
HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING THEIR SHARES. EACH SHAREHOLDER MUST MAKE THE DECISION
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. THE
COMPANY HAS BEEN ADVISED THAT ONE OF ITS DIRECTORS INTENDS TO TENDER
SHARES PURSUANT TO THE OFFER IN CONNECTION WITH HIS RETIREMENT
PLANNING. SEE SECTION 10 OF THE OFFER TO PURCHASE.
If you wish to have us tender any or all of your Shares held by us
for your account, please so instruct us by completing, executing and
returning to us the attached Instruction Form. An envelope to return
your instructions to us is enclosed. If you authorize tender of your
Shares, all such Shares will be tendered unless otherwise specified on
the Instruction Form. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN
AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF BY THE
EXPIRATION DATE OF THE OFFER.
The Offer is being made to all holders of Shares. The Company is
not aware of any jurisdiction where the making of the Offer is not in
compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer is not in compliance with
any valid applicable law, the Company will make a good faith effort to
comply with such law. If, after such good faith effort, the Company
cannot comply with such law, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of Shares
residing in such jurisdiction. In any jurisdiction the securities or
blue sky laws of which require the Offer to be made by a licensed
broker or dealer, the Offer is being made on the Company's behalf by
one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
THE TRANSMITTAL FORM IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY
AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
YOU MAY USE PART VI OF THE TRANSMITTAL FORM TO COMPLETE TAX FORM W-9.
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INSTRUCTION FORM
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
up to 90,557 shares of Mid-Wisconsin Financial Services, Inc. common
stock
at
a purchase price of $25.50 per share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
CENTRAL STANDARD TIME, ON WEDNESDAY, JANUARY 31, 2001, UNLESS THE OFFER
IS EXTENDED.
The undersigned acknowledge(s) receipt of your letter and the
enclosed Offer to Purchase dated December 15, 2000, and the related
<PAGE>
Transmittal Form (which together constitute the "Offer"), in
connection with the Offer by Mid-Wisconsin Financial Services, Inc.
(the "Company") to purchase up to 90,557 shares of its common stock,
par value $.10 per share (the "Shares"), at a price of $25.50 per
Share, net to the undersigned in cash, upon the terms and subject to
the terms and conditions of the Offer.
This will instruct you to tender to the Company the number of
Shares indicated below (or, if no number is indicated below, all
Shares) that are held by you for the account of the undersigned, upon
the terms and subject to the conditions of the Offer.
TENDER OF SHARES
<square> By checking this box, all Shares held by us for your account
will be tendered.
<square> Tender only the following number of Shares:
______ SHARES
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS
CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS
BELOW), THERE IS NO VALID TENDER OF SHARES.
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ODD LOTS
(SEE INSTRUCTION 9 OF TRANSMITTAL FORM)
This section is to be completed ONLY if Shares are being tendered
by or on behalf of a person who owned beneficially as of the close of
business on December 15, 2000, and who continues to own beneficially as
of the Expiration Date, an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
<square> owned beneficially as of the close of business on December
15, 2000, and continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares, all
of which are being tendered, or
<square> 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 such beneficial owner, that such beneficial owner owned
beneficially as of the close of business on December 15,
2000, and continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares and is tendering
all of such Shares.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF
THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL
<PAGE>
WITH RETURN RECEIPT REQUESTED, PROPERTY INSURED, IS RECOMMENDED. IN
ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
____________________________ _____________________________
Signature of Owner Signature of Joint Owner
Dated: ____________ 200_
Name(s): _______________________________________________
Please Print
Capacity (if applicable): ______________________________
(If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and
see Instruction 5 of enclosed Transmittal Form.)
Address: _______________________________________________
Zip Code
Area Code and Telephone Number: (___)___________________
Tax Identification or Social Security No. ___________________________
Shareholders are encouraged to return Form W-9 with this Instruction
Form. (See Part VI of enclosed Transmittal Form.)
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