Exhibit (a)(1)(B)
TRANSMITTAL FORM
TO ACCOMPANY CERTIFICATE(S) REPRESENTING
SHARES OF COMMON STOCK
OF
MID-WISCONSIN FINANCIAL SERVICES, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED DECEMBER 15, 2000
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.
PLEASE READ THE ATTACHED INSTRUCTIONS CAREFULLY
BEFORE COMPLETING THIS TRANSMITTAL FORM
Name and Address of Registered Owner of Shares and
Number of Shares Owned of Record by such Registered Owner:
This Transmittal Form applies only to shares of Mid-Wisconsin held
in the name of the owner designated on the above label. The total
number of shares owned by such registered owner is printed on the
label. If you own shares other than those included in the above total,
in another name or in another capacity, such as trustee, etc., you must
submit a separate Transmittal Form for shares held in each other
capacity.
Mail or hand deliver the certificates listed below in Part I and
this Transmittal Form to:
Mid-Wisconsin Financial Services, Inc.
132 West State Street
Medford, WI 54451
BEFORE MAILING TO THE COMPANY, PLEASE BE CERTAIN YOU HAVE
COMPLETED ALL APPLICABLE SECTIONS OF THIS TRANSMITTAL FORM
PART I. <square> All certificates have been listed and the number of
shares tendered has been entered. See Instructions
2 and 4.
PART II <square> The order of shares to be sold has been indicated.
See Instructions 3 and 4.
PART III <square> Transmittal Form has been signed and the Signature
Guarantee (if required) has been provided. See
Instructions 5 and 6.
PART IV <square> If you own less than 100 shares, you have completed
(if desired) the Odd Lot Tender. See Instruction 9.
<PAGE>
PART V <square> If desired, Special Payment and/or Special Delivery
Instructions have been provided. See Instruction 6.
PART VI <square> Form W-9 has been completed and signed. (Should be
completed by all individual shareholders. See
Instruction 10.)
PART I
(SEE INSTRUCTIONS 2 AND 4)
CERTIFICATES TENDERED
Number of Shares Number of Shares
CERTIFICATE NUMBER(S) ON CERTIFICATE TENDERED(1)
_________________ ____________ _____________
_________________ ____________ _____________
_________________ ____________ _____________
_________________ ____________ _____________
_________________ ____________ _____________
_________________ ____________ _____________
_________________ ____________ _____________
_________________ ____________ _____________
TOTAL SHARES:
(If additional space is required, attach an additional list)
(1) Unless otherwise indicated, it will be assumed that all shares
represented by each stock certificate delivered to Mid-Wisconsin are
being tendered hereby. See Instruction 2.
PART II
(SEE INSTRUCTIONS 3 AND 4)
If more than 90,557 shares are tendered by shareholders, Mid-Wisconsin
may not purchase all of the shares being tendered on this Transmittal
Form. In that event, all shares (other than Odd Lot shares) will be
prorated. Indicate in this box the order (by certificate number) in
which shares are to be purchased in the event of proration. (Attach
additional signed list if necessary.) If you do not designate an
order, then in the event less than all shares tendered are purchased
due to proration, shares will be selected for purchase by Mid-
Wisconsin.
1st: ___________ 2nd: ___________ 3rd: ___________ 4th: ___________
5th: ___________ 6th: ___________ 7th: ___________ 8th: ___________
9th: ___________ 10th: ___________ 11th: ___________ 12th: _________
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<PAGE>
PART III
(SEE INSTRUCTIONS 5, 6 AND 7)
PLEASE READ THE OFFER TO PURCHASE AND THE ACCOMPANYING INSTRUCTIONS
CAREFULLY. BY SIGNING THIS FORM, YOU ARE MAKING THE WARRANTIES AND
REPRESENTATIONS SET FORTH BELOW AND IN SECTION 4 OF THE OFFER.
The undersigned hereby tenders to Mid-Wisconsin Financial
Services, Inc. the shares represented by the certificates listed in
Part I upon the terms and subject to the conditions set forth in the
Offer to Purchase dated December 15, 2000. The undersigned
acknowledges receipt of the Offer to Purchase. The undersigned also
represents and warrants to Mid-Wisconsin that the undersigned has full
power and authority to tender the shares tendered hereby and that, when
and to the extent such shares are accepted for payment by
Mid-Wisconsin, Mid-Wisconsin will acquire good and marketable title
thereto, free and clear of all liens, restrictions or claims. The
undersigned will, upon request, execute and deliver any additional
documents deemed by Mid-Wisconsin to be necessary or desirable to
complete the sale of the shares tendered with this Transmittal Form.
The undersigned represents and warrants to Mid-Wisconsin that the
undersigned has read and agrees to all of the terms of the Offer to
Purchase.
The undersigned understands that acceptance of shares by
Mid-Wisconsin for payment will constitute a binding agreement between
the undersigned and Mid-Wisconsin upon the terms and subject to the
conditions of the Offer to Purchase.
IMPORTANT
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL SHAREHOLDERS WHO WISH TO TENDER SHARES)
(SEE INSTRUCTIONS 5, 6 AND 7)
This Transmittal Form must be signed by the registered holder(s)
as the name(s) appear(s) on the stock certificate(s) or by person(s)
authorized to become registered holder(s) by documents transmitted
herewith. If a signature is by a person acting in a fiduciary or
representative capacity, please set forth such person's full title.
___________________________ ___________________________
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.)
Address: ___________________________________________________________
Zip Code
<PAGE>
Area Code and Telephone Number:(___) _______________________________
Tax Identification or Social Security No. ____________________________
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 6)
Authorized Signature: ______________________________________________
Name of Firm: _____________________________________________________
Please Print
Dated: _________________, 200_
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PART IV
(SEE INSTRUCTION 9)
ODD LOTS
This section is to be completed ONLY if shares are being tendered
by or on behalf of a person who beneficially owned fewer than 100
shares as of the close of business on December 15, 2000, and who
continues to beneficially own fewer than 100 shares as of the
Expiration Date.
The undersigned either (check one box):
<square> beneficially owned as of the close of business on December
15, 2000, and continues to beneficially own 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 (1) is tendering, for the beneficial owners
thereof, shares with respect to which it is the record owner,
and (2) believes, based upon representations made to it by
each such beneficial owner, that such beneficial owner
beneficially owned as of the close of business on December
15, 2000, and continues to beneficially own as of the
Expiration Date, an aggregate of fewer than 100 shares and
is tendering all of such shares.
PART V
(SEE INSTRUCTION 6)
SPECIAL PAYMENT INSTRUCTIONS
To be completed ONLY if the check for the aggregate
purchase price of shares purchased and/or certificates for shares not
tendered or not purchased are to be issued in the name of someone other
than the undersigned.
<PAGE>
Issue <square> check and/or <square> certificate(s) to:
Name: ____________________________________________________
(Please Print)
Address: ____________________________________________________
Street or P.O. Box
_______________________________________________________
City State ZIP Code
Tax Identification or Social Security No. ____________________________
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the check for the purchase price of shares
purchased and/or certificates for shares not tendered or not purchased
are to be mailed to someone other than the undersigned or to the
undersigned at an address other than that shown below the undersigned's
signature(s).
Issue <square> check and/or <square> certificate(s) to:
Mail check to:
Name: ___________________________________________________
Please Print
Address: ________________________________________________
Street
________________________________________________
City State Zip Code
Tax Identification or Social Security No. _______________________
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PART VI
(SEE INSTRUCTION 10)
SUBSTITUTE FORM W-9
(TO BE COMPLETED BY ALL SHAREHOLDERS WHO WISH TO TENDER SHARES)
Internal Revenue Service, Department of the Treasury
Payer's request for Taxpayer Identification Number ("TIN")
PART 1 - Please provide your correct TIN below and certify by signing
and dating below:
____________________________________________
Social Security Number or Employer ID Number
PART 2 - Certification - Under penalties of perjury, I certify that:
(1) the number shown on this form is my Taxpayer Identification Number
(or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding because: (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of failure to report all income or
dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
<PAGE>
Certification Instructions: You must cross out item (2) above if
you have been notified by the IRS that you are currently subject
to backup withholding for any unreported interest or dividends on
your tax return. However, if after being notified by the IRS that
you were subject to backup withholding you received another
notification from the IRS that you are no longer subject to backup
withholding, do not cross out such item (2).
SIGNATURE: _________________________ DATE: __________________, 200_
PRINT NAME: _____________________________________________________
PART 3 - Awaiting TIN
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office, or (b) I intend to mail or deliver an
application in the near future. I understand that if I do not provide
a taxpayer identification number by the time of payment, 31% of all
reportable payments made to me thereafter will be withheld, but that
such amounts will be refunded to me if I then provide a Taxpayer
Identification Number within sixty (60) days.
SIGNATURE: ____________________________ DATE: ____________, 200_
NOTE:FAILURE TO COMPLETE AND RETURN THIS FORM WILL RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS
EXCHANGE.
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INSTRUCTIONS
1. INCORPORATION OF TERMS. All terms used in this Transmittal
Form have the same meaning as defined or used in the Offer to Purchase
dated December 15, 2000. This Transmittal Form and the Offer to
Purchase dated December 15, 2000, constitute the offer.
2. PARTIAL TENDERS. If fewer than all the shares represented by
any certificate delivered to Mid-Wisconsin are to be tendered, fill in
the number of shares that are to be tendered in the box entitled
"Number of Shares Tendered." In such case, a new certificate for the
remainder of the shares represented by the old certificate will be sent
to the person(s) signing this Transmittal Form, unless otherwise
provided in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes in Part V of this Transmittal Form, as promptly as
practicable following the expiration or termination of the offer. All
shares represented by certificates delivered to Mid-Wisconsin will be
deemed to have been tendered unless otherwise indicated.
<PAGE>
3. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in
Section 1 of the Offer to Purchase, shareholders may designate the
order in which their shares are to be purchased in the event of
proration. The order of purchase may have an effect on the federal
income tax classification of any gain or loss on the shares purchased.
See Sections 1 and 13 of the Offer to Purchase.
4. INADEQUATE SPACE. If the space provided herein is
inadequate, the certificate numbers and the number of shares should be
listed on a separate signed schedule and attached to this Transmittal
Form.
5. SIGNATURES. You must sign the Transmittal Form exactly the
way your name appears on the face of the certificate(s). If the shares
are owned by two or more persons, each must sign exactly as his or her
name appears on the face of the certificate(s). If any of the shares
tendered hereby are registered in different names on different
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of such shares.
If the Transmittal Form is signed by a trustee, executor,
administrator, guardian, officer of a corporation, attorney-in-fact, or
by any others acting in a representative or fiduciary capacity, the
person signing, unless he is the registered owner, must give such
person's full title in such capacity and appropriate evidence of
authority to act in such capacity must be forwarded to Mid-Wisconsin
with the Transmittal Form.
6. SIGNATURE GUARANTEE; SPECIAL PAYMENT OR DELIVERY
INSTRUCTIONS. In most cases, a signature guarantee will NOT be
required. No guarantee of signatures is required if (A) you are the
registered holder of the shares and you have NOT completed the box
entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on this Transmittal Form, or (B) the shares are
tendered for the account of a member firm of a registered national
securities exchange, a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company (not a savings
bank or savings and loan association) having an office, branch or
agency in the United States (each such entity, an "Eligible
Institution").
If the Transmittal Form is signed by anyone who does not appear as
the registered owner of the certificates listed, the certificates must
be endorsed or accompanied by appropriate stock powers which are in
either case signed by the registered owner(s) as the name(s) that
appear on the certificates and that signature must be guaranteed by an
Eligible Institution.
7. ENDORSEMENT OF STOCK CERTIFICATE. You do not need to endorse
the certificate(s) submitted herewith. Checks will be issued in
exactly the name that appears on the share certificates unless you have
completed the box entitled "Special Payment Instructions." See
Instruction 6.
8. EXECUTION AND DELIVERY. This Transmittal Form must accompany
any share certificate you are submitting. Certificates for all shares
<PAGE>
and a properly completed and duly executed Transmittal Form (or
manually signed facsimile thereof) and any other documents required by
this Transmittal Form must be received by Mid-Wisconsin at its address
set forth on the front page of this Transmittal Form prior to the
Expiration Date. If certificates are forwarded to Mid-Wisconsin in
multiple deliveries, a properly completed and duly executed Transmittal
Form must accompany each such delivery.
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YOU MAY CHOOSE ANY METHOD YOU LIKE TO DELIVER THESE DOCUMENTS,
HOWEVER, YOU ASSUME ALL RISKS OF NON-DELIVERY. Delivery shall be
effected, and risk of loss and title to the certificates transmitted
shall pass, only upon proper delivery of the certificates to
Mid-Wisconsin. Accordingly, it is recommended that certificates be
sent by registered mail, properly insured, or by overnight courier.
9. ODD LOTS. The shares purchased first will consist of all
shares tendered by any shareholder who 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. Partial tenders of shares will not qualify for this preference
and THIS PREFERENCE WILL NOT BE AVAILABLE UNLESS ONE OF THE BOXES UNDER
PART IV, "ODD LOTS," IN THIS TRANSMITTAL FORM IS COMPLETED.
10. SUBSTITUTE FORM W-9. All shareholders who wish to accept
the Offer are required to provide Mid-Wisconsin with a correct Taxpayer
Identification Number (TIN) on Substitute Form W-9 if they wish to
avoid "backup withholding." Failure to provide the information on the
form will subject the holder to 31% Federal income tax withholding.
11. LOST, STOLEN, OR MUTILATED CERTIFICATES. If your share
certificates have been lost, stolen or mutilated you should contact
Mid-Wisconsin by calling the telephone number set forth in Instruction
12 for further instructions. In the event of a lost, stolen or
mutilated certificate, certain procedures will be required to be
completed before this Transmittal Form can be processed. Because these
procedures may take a substantial amount of time to complete, notice
should be provided to Mid-Wisconsin as soon as possible.
12. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Any questions or requests for assistance may be directed to Gene Knoll,
William Weiland, or Mary Sarver by calling (800) 643-9472 or
(715) 748-8300. Requests for additional copies of the Offer to
Purchase, this Transmittal Form, or other tender offer materials may
also be directed to Mid-Wisconsin. Such copies will be furnished
promptly at Mid-Wisconsin's expense. Shareholders may also contact
their local broker, dealer, commercial bank or trust company for
documents relating to, or assistance concerning the Offer.
IMPORTANT: THIS TRANSMITTAL FORM (OR A FACSIMILE THEREOF) TOGETHER
WITH SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY MID-WISCONSIN PRIOR TO THE EXPIRATION DATE. SHAREHOLDERS
SHOULD ALSO RETURN A COMPLETED SUBSTITUTE FORM W-9 WITH THEIR
TRANSMITTAL FORM.
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