SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
MID-WISCONSIN FINANCIAL SERVICES, INC.
(Name of Subject Company (Issuer))
MID-WISCONSIN FINANCIAL SERVICES, INC.
(Name of Filing Person(s) (Issuer))
COMMON STOCK, PAR VALUE $.10 PER SHARE
(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
CALCULATION OF FILING FEE*
Transaction Valuation: $2,309,204 Amount of Filing Fee: $462.00
* Calculated solely for the purpose of determining the filing fee, in
accordance with Rule 0-11 and based upon the purchase of 90,557 shares
of common stock at the tender offer price per share of $25.50.
<square> 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 the date of its filing.
Amount Previously Paid: NOT APPLICABLE Filing Party: NOT APPLICABLE
Form or registration Number: NOT APPLICABLE Date Filed: NOT APPLICABLE
<square> Check the box if the filing relates solely to preliminary
communications made before commencement of a tender offer.
<PAGE>
Check the appropriate boxes below to designate any transactions to
which the statement relates:
<square> third-party tender offer subject to Rule 14d-1.
<square> x issuer tender offer subject to Rule 13e-4.
<square> going-private transaction subject to Rule 13e-3.
<square> 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: <square>
-1-
This Issuer Tender Offer Statement on Schedule TO relates to the
tender offer by Mid-Wisconsin Financial Services, Inc., a Wisconsin
corporation ("Mid-Wisconsin"), to purchase up to 90,557 shares of its
common stock, par value $.10 per share, at a price, net to the seller
in cash, without interest thereon, of $25.50 per share.
Mid-Wisconsin's offer is made on the terms and subject to the
conditions set forth in the Offer to Purchase dated December 15, 2000,
and the related Transmittal Form which together constitute the tender
offer.
This Issuer Tender Offer Statement on Form TO is filed in
satisfaction of the reporting requirements of Rule 13e-4(c)(2)
promulgated under the Securities Exchange Act of 1934, as amended.
All references in this Issuer Tender Offer Statement to material
designated by caption or to a numerically designated "Section" refer to
a captioned or numerically designated section, as the case may be, of
the Offer to Purchase dated December 15, 2000, which is filed herewith
as Exhibit (a)(1)(A).
ITEMS 1. SUMMARY TERM SHEET.
The information set forth in "Summary" is incorporated herein by
reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is Mid-Wisconsin Financial Services,
Inc. and the address and telephone number of its principal executive
offices is 132 West State Street, Medford, Wisconsin 54551, telephone
number 715-748-8300.
(b) As of November 30, 2000, Mid-Wisconsin had 1,811,144 shares of
common stock, par value $.10 per share, issued and outstanding.
(c) The information set forth in "Section 7. Price Range of Stock;
Dividends" is incorporated by reference.
(d) The information set forth in "Section 7. Price Range of Stock;
Dividends" is incorporated by reference.
(e) Not applicable; Mid-Wisconsin has not made an underwritten
public offering of its common stock for cash during the past three
years.
<PAGE>
(f) The information set forth in "Section 7. Price Range of Stock;
Dividends" is incorporated by reference.
-2-
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The filing person to which this Schedule TO relates is the
subject company. See Item 2(a).
(b)-(c) Not applicable.
(d) The information set forth in "Section 1. Number of Shares;
Proration."
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "Summary" and "Section 1. Number
of Shares; Proration," "Section 2. Purpose of the Offer; Certain
Effects of the Offer," "Section 3. Procedures for Tendering Shares,"
"Section 4. Withdrawal Rights," "Section 10. Interests of Directors and
Officers; Transactions and Arrangements Concerning Stock," and "Section
13. Certain Federal Income Tax Consequences" is incorporated by
reference.
(b) The information set forth in "Section 10. Interests of
Directors and Officers; Transactions and Arrangements Concerning Stock"
is incorporated by reference.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)-(d) Not applicable.
(e) Not applicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in "Section 2. Purpose of the Offer;
Certain Effects of the Offer" is incorporated by reference.
(b) The information set forth in "Section 2. Purpose of the Offer;
Certain Effects of the Offer" is incorporated by reference.
(c) The information set forth in "Section 11. Effects of the Offer
on the Market for Stock; Registration under the Exchange Act" is
incorporated by reference.
-3-
ITEM 7. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
(a) The information set forth in "Section 8. Source and Amount of
Funds" is incorporated by reference.
(b) Not applicable.
(c) The information set forth in "Section 15. Fees and Expenses"
is incorporated by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
<PAGE>
(a) Not applicable.
(b) The information set forth in "Section 10. Interests of
Directors and Officers; Transactions and Arrangements Concerning
Shares," is incorporated by reference.
ITEM 9. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in "Section 15. Fees and Expenses" is
incorporated by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a)-(b) Not applicable, pursuant to Instruction 2 of Item 10 of
Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in "Section 10. Interests of Directors
and Officers; Transactions and Arrangements Concerning Stock" is
incorporated by reference.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1)(A) Offer to Purchase dated December 15, 2000.
(a)(1)(B) Transmittal Form (including Certification of Taxpayer
Identification Number on Substitute Form W-9).
(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(D) Form of Letter to Customers for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E) Form of Letter to Shareholders of Mid-Wisconsin dated
December 15, 2000, from Gene C. Knoll, President and Chief
Executive Officer.
(a)(2)-(4) Not applicable.
-4-
(a)(5) Press Release issued by Mid-Wisconsin dated December 15, 2000.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
-5-
SIGNATURE
<PAGE>
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.
MID-WISCONSIN FINANCIAL
SERVICES, INC.
December 15, 2000 By: GENE C. KNOLL
Gene C. Knoll
President and Chief Executive
Officer
-6-
EXHIBIT INDEX
TO
SCHEDULE TO
DATED DECEMBER 15, 2000
OF
MID-WISCONSIN FINANCIAL SERVICES, INC.
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. <section>232.102(d))
(a)(1)(A) Offer to Purchase dated December 15, 2000.
(a)(1)(B) Transmittal Form (including Certification of
Taxpayer Identification Number on Substitute Form
W-9).
(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(D) Form of Letter to Customers for Use by Brokers,
Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(1)(E) Form of Letter to Shareholders of Mid-Wisconsin
dated December 15, 2000, from Gene C. Knoll,
President and Chief Executive Officer.
(a)(5)(A) Press Release issued by Mid-Wisconsin dated
December 15, 2000.
-7-
