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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
(AMENDMENT NO. 2)
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ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
WALNUT FINANCIAL SERVICES, INC.
(NAME OF ISSUER)
WALNUT FINANCIAL SERVICES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $3.00
(TITLE OF CLASS OF SECURITIES)
NOT APPLICABLE
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JOEL S. KANTER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WALNUT FINANCIAL SERVICES, INC.
8000 TOWERS CRESCENT DRIVE, SUITE 1070
VIENNA, VIRGINIA 22182
703-448-3771
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND
COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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NOVEMBER 10, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
PAGE 1 OF 4 PAGES
THERE ARE NO EXHIBITS TO THIS AMENDMENT
CALCULATION OF FILING FEE
Transaction Valuation: Amount of Filing Fee (1):
$417,710 $83.55
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1. In accordance with Rule 0-11(b)(2) and Rule 0-11(a)(4) under the
Securities Exchange Act of 1934, the filing fee was calculated based upon
the average of the high and low prices, which equals $1.453 per share of
Common Stock, as reported by The Nasdaq National Market on November 5,
1997, multiplied by 287,481, the maximum number of shares of Common Stock
sought to be exchanged pursuant to the exchange offer.
[x] Check 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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Amount Previously Paid: $83.55
Form or Registration No.: Schedule 13E-4
Filing Party: Walnut Financial Services, Inc.
Date Filed: November 12, 1997
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This Amendment No. 2 (this "Amendment") to Issuer Tender Offer
Statement on Schedule 13E-4 filed on November 12, 1997, as amended on December
16, 1997 (the "Statement"), is being filed by Walnut Financial Services, Inc.
(the "Company"), a Utah corporation, and relates to the offer by the Company to
holders of its outstanding Common Stock Purchase Warrants having an exercise
price of $3.00 (the "Warrants"), upon and subject to the terms and conditions
set forth in the Offering Circular, dated November 7, 1997 (the "Offering
Circular"), filed as Exhibit (a)(i) to the Statement, of one newly issued share
of the Company's common stock, par value $.01 per share (the "Common Stock"),
in exchange for each 4 outstanding Warrants (the "Exchange Offer"). Pursuant
to Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as
amended, the purpose of this Amendment is to report the results of the Exchange
Offer, which expired at 5:00 p.m. EST on December 18, 1997. All 1,149,924
outstanding Warrants were tendered into the Exchange Offer prior to the
Expiration Date, and all tendered Warrants were accepted by the Company. As a
result, pursuant to the terms of the Exchange Offer, the Company issued 287,481
shares of Common Stock to the holders of the tendered Warrants in exchange for
their Warrants.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Amendment is true,
complete and correct.
WALNUT FINANCIAL SERVICES, INC.
Dated: December 29, 1997 By: /s/ Joel S. Kanter
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Joel S. Kanter
President and Chief Executive Officer
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