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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934.
(Amendment No. 3)*
MIDWEST MEDICAL INSURANCE HOLDING COMPANY
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(Name of Subject Company (Issuer))
MIDWEST MEDICAL INSURANCE HOLDING COMPANY (OFFEROR AND ISSUER)
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(Names of Filing Persons (identifying status as offeror, issuer or other
person))
CLASS A COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
NONE
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(CUSIP Number of Class of Securities)
David P. Bounk
President and Chief Executive Officer
7650 Edinborough Way, Suite 400
Minneapolis, MN 55435-5978
(612) 838-6700
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(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
With copies to:
Ross C. Formell
Best & Flanagan LLP
601 Second Avenue South, Suite 4000
Minneapolis, MN 55402-4331
(612) 339-7121
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CALCULATION OF FILING FEE
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<S> <C>
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Transaction Valuation* Amount of Filing Fee
$155,603,000 $3,112.06
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* Set forth the amount on which the filing fee is calculated and state how it
was determined. -- Based upon the book value of the securities acquired,
pursuant to SEC Rule 0-11.
[ ] 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:
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Form of Registration No.:
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Filing Party:
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Date Filed:
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[ ] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] THIRD-PARTY OFFER SUBJECT TO RULE 14D-1.
[X] ISSUER TENDER OFFER SUBJECT TO RULE13E-4.
[X] GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.
[ ] 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: [ ]
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ITEM 1. SUMMARY TERM SHEET.
Incorporated by reference to Offering Circular filed herewith.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The issuer is also the filing person. The name, address and telephone
number of the issuer and filing person are Midwest Medical Insurance
Holding Company, 7650 Edinborough Way, Suite 400, Minneapolis,
Minnesota 55435; (612) 838-6700. The issuer is referred to herein as
the "Company."
(b) The securities that are the subject of this exchange offer are the
issuer's Class A Common Stock, $.01 par value (the "Class A Shares").
As of March 31, 2000, there were 122,734 Class A Shares outstanding.
(c) There is no established trading market for the Class A Shares.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The issuer is also the filing person. The name, address and telephone
number of the issuer and filing person are Midwest Medical Insurance Holding
Company, 7650 Edinborough Way, Suite 400, Minneapolis, Minnesota 55435; (612)
838-6700. The issuer is referred to herein as the "Company."
ITEM 4. TERMS OF THE TRANSACTION.
(a) Incorporated by reference to Offering Circular filed herewith.
(b) The Company expects to purchase Class A Shares from any director,
officer or affiliate of the Company owning such shares as part of the
exchange offer. The terms of such purchases will be the same as for all
other shareholders of the Class A Shares.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENT.
Incorporated by reference to Offering Circular filed herewith.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Incorporated by reference to Offering Circular filed herewith.
(b) Class A Shares that are tendered to the Company in connection with the
exchange offer will be returned to authorized but unissued shares of
the Company's common stock. The Company has no present intention to
reissue such shares.
(c) The Company has no plans or proposals that relate to or would result
in:
(1) The Company does not have any plans to engage in any
extraordinary transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
except that if the Company does not acquire all outstanding
Class A Shares in this tender offer, it may seek to acquire
the remaining shares through a merger with a newly formed
entity controlled by the Company. The remaining Class A
shareholders would receive the same consideration in such a
merger as is being offered in the tender offer. The Board of
Directors has not yet determined whether or not it will
proceed with such a merger.
(2) Any purchase, sale or transfer of a material amount of assets
of the Company or any of its subsidiaries;
(3) Any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company;
(4) Any change in the present board of directors or management of
the Company, including, but not limited to, any plans or
proposals to change the number or the term of directors or
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to fill any existing vacancies on the board or to change any material term of
the employment contract of any executive officer;
(5) Any other material change in the Company's corporate structure
or business;
(6) Any class of equity securities of the Company to be delisted
from a national securities exchange or cease to be authorized
to be quoted in an automated quotations system operated by a
national securities association.
(7) Any class of equity securities of the Company becoming
eligible for termination of registration under Section
12(g)(4) of the Exchange Act; except that the Class A Shares
will be eligible for termination of registration if there are
fewer than 300 shareholders thereof upon conclusion of the
tender offer.
(8) The suspension of the Company's obligation to file reports
under Section 15(d) of the Exchange Act;
(9) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; or
(10) Any changes in the Company's articles, bylaws or other
governing instruments or other actions that could impede the
acquisition of control of the Company.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Incorporated by reference to Offering Circular filed herewith at page
6.
(b) None.
(c) Incorporated by reference to Offering Circular filed herewith at page
6.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Incorporated by reference to Offering Circular filed herewith at page
19.
(b) Neither the Company, nor, to the best of the Company's knowledge, any
of its directors, executive officers or affiliates, or any of the
directors or executive officers of any of its subsidiaries, or any
associate or majority-owned subsidiary of the Company, or any
retirement plan of any such person, has engaged in any transaction
involving the Class A Shares during the period of 60 business days
prior to the date hereof, except that the Company has redeemed 1,498
Class A Shares during the past 60 days pursuant to the redemption
provisions of these shares. The shares were redeemed at an average
price of $63.18 per share, according to the terms of the shares.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) No persons or classes of persons have been directly or indirectly
employed, retained, or are to be compensated to make solicitations or
recommendations in connection with the transaction.
ITEM 10. FINANCIAL STATEMENTS.
(a)(1) and (a)(2) The Consolidated Financial Statements included in Part I,
Item 8, of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, are incorporated herein by reference.
The Financial Statements are available at the address of the Company
set forth in Item 2(a).
(a)(3) Not Applicable.
(a)(4) The book value per share of the Class A Shares was $1,259.85 on
December 31, 1999.
(b) Incorporated by reference to Offering Circular filed herewith.
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ITEM 11. ADDITIONAL INFORMATION.
(a)(1) Not applicable.
(a)(2) The loan to the Company from its insurance company subsidiary will
require a filing of prior notification and an amendment to the
Company's registration with the Minnesota Department of Commerce.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) Not applicable.
ITEM 12. EXHIBITS
1. Forms of Cover letters to Offering Circular, previously filed.
2. Offering Circular, dated May 8, 2000, previously filed.
3. Form of Letter of Acceptance, previously filed.
4. Form of Note between the Company and Midwest Medical Insurance Company,
previously filed.
5. Governance Agreement between the Company and the Minnesota Medical
Association, dated November 30, 1988, relating to the election of
directors. (Incorporated herein by reference to the Company's
Registration Statement on Form S-4, filed November 24, 1992, as amended,
SEC File No. 33-55062.)
6. Voting Trust Agreement between the Minnesota Medical Association and the
Voting Trustees dated July 1, 1993. (Incorporated by reference to the
Company's Registration Statement on Form S-4, filed November 24, 1992,
as amended, SEC File No. 33-55062.)
7. Consent of Ernst & Young LLP
8. Schedule 14A Proxy Statement filed by the Company on April 26, 2000
(incorporated herein by reference).
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
ITEM 13A. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a) Incorporated by reference to Offering Circular filed herewith.
(b) Incorporated by reference to Offering Circular filed herewith.
(c) Incorporated by reference to Offering Circular filed herewith.
(d) Incorporated by reference to Offering Circular filed herewith.
ITEM 13B. FAIRNESS OF THE TRANSACTION.
(a) The Company believes that the exchange offer is fair to shareholders of
the Class A Shares. None of the Company's directors dissented to, or
abstained from, voting on the exchange offer.
(b) Incorporated by reference to the Offering Circular filed herewith.
(c) The exchange offer is contingent on approval of 95 percent of the
holders of the Class A Shares, but has not been structured to require
the approval of at least a majority of unaffiliated security holders.
(d) Directors who are not employees of the Company have not retained an
unaffiliated representative to act solely on behalf of unaffiliated
security holders in the exchange offer.
(e) The exchange offer was approved by all of the directors of the Company.
(f) No other offer for the Class A Shares was received.
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ITEM 13C. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) The Company has not received any report, opinion (other than an opinion
of counsel) or appraisal from an outside party materially related to
the exchange offer.
(b) Not applicable.
(c) Not applicable.
ITEM 13D. THE SOLICITATION OR RECOMMENDATION.
(d) To the best of the Company's knowledge, each director or affiliate of
the Company is expected to exchange their Class A Shares pursuant to
the exchange offer. No executive officers of the Company hold any Class
A Shares.
(e) The directors of the Company have recommended in the Offering Circular
that the holders of the Class A Shares exchange their Class A Shares in
the exchange offer.
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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 statement is true, complete and correct.
[/s/ David P. Bounk]
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(Signature)
David P. Bounk, President and CEO
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(Name and Title)
May 31, 2000
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(Date)
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