SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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.
<checked-box> 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.
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<CAPTION>
<S> <C> <C>
Amount Previously Paid: $462.00 Filing Party: MID-WISCONSIN FINANCIAL SERVICES, INC.
Form or registration Number: SCHEDULE TO Date Filed: DECEMBER 15, 2000
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<square> Check the box if the filing relates solely to preliminary
communications made before commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
<square> third-party tender offer subject to Rule 14d-1.
<checked-box> 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 Amendment No. 1 to 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 as described in Mid-Wisconsin's Schedule TO filed December
15, 2000 ("Schedule TO"). 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, which was previously filed as Exhibit (a)(1)(A) to
Schedule TO (the "Offer to Purchase") and the related Transmittal Form
which together constitute the tender offer.
This Amendment No. 1 to Issuer Tender Offer Statement on Schedule
TO is filed for the purpose of amending Item 4 as indicated herein.
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.
ITEM 4. TERMS OF THE TRANSACTION.
Paragraph (a) of Item 4 of Schedule TO is hereby amended to read as
follows:
(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 6. Certain Conditions of the
Offer," "Section 10. Interests of Directors and Officers; Transactions
and Arrangements Concerning Stock," and "Section 13. Certain Federal
Income Tax Consequences" is incorporated by reference.
Mid-Wisconsin hereby revises the final paragraph of Section 6 of
the Offer to Purchase to read as follows:
The foregoing conditions are for our sole benefit and may be
asserted by us on or before the Expiration Date regardless of the
circumstances (including any action or inaction by us) giving rise to
any such condition and may be waived by us, in whole or in part, at any
time and from time to time in our sole discretion. Our failure at any
time to exercise any of the foregoing rights shall not be deemed a
waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time on or
<PAGE>
before the Expiration Date. Any determination by us concerning the
events described above will be final and binding on all parties.
-2-
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 to
Schedule TO is true, complete and correct.
MID-WISCONSIN FINANCIAL
SERVICES, INC.
January 2, 2001 By: GENE C. KNOLL
Gene C. Knoll
President and Chief Executive Officer
