-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JuOkYLgEaygQvA+DyBdXw6NRDGxTfEvnQhvulSlRDsG9d0Vxm99qWrTc0G4DblbA 3ODLLfDebGBiMJvlpD+grQ== 0000897069-02-000954.txt : 20021209 0000897069-02-000954.hdr.sgml : 20021209 20021209161546 ACCESSION NUMBER: 0000897069-02-000954 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STATE FINANCIAL SERVICES CORP CENTRAL INDEX KEY: 0000745614 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391489983 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41023 FILM NUMBER: 02852471 BUSINESS ADDRESS: STREET 1: 10708 W JANESVILLE RD CITY: HALES CORNERS STATE: WI ZIP: 53130 BUSINESS PHONE: 4144251600 MAIL ADDRESS: STREET 1: 10708 W. JANESVILLE ROAD CITY: HALES CORNERS STATE: WI ZIP: 53130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STATE FINANCIAL SERVICES CORP CENTRAL INDEX KEY: 0000745614 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391489983 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 10708 W JANESVILLE RD CITY: HALES CORNERS STATE: WI ZIP: 53130 BUSINESS PHONE: 4144251600 MAIL ADDRESS: STREET 1: 10708 W. JANESVILLE ROAD CITY: HALES CORNERS STATE: WI ZIP: 53130 SC TO-I/A 1 irm15.txt SCHEDULE TO-I/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________ SCHEDULE TO (Rule 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) STATE FINANCIAL SERVICES CORPORATION -------------------------------------- (Name of Subject Company) STATE FINANCIAL SERVICES CORPORATION -------------------------------------- (Name of Filing Person) Common Stock, par value $0.10 per share (and Associated Preferred Share Purchase Rights) ------------------------------------------------ (Title of Class of Securities) 856855101 (CUSIP Number of Class of Securities) Michael J. Falbo President and Chief Executive Officer State Financial Services Corporation 10708 West Janesville Road Hales Corners, Wisconsin 53130 (414) 425-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) With a copy to: Jay O. Rothman Foley & Lardner 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202-5367 (414) 271-2400 CALCULATION OF FILING FEE --------------------------------- ------------------------------------ Transaction Valuation* Amount of Filing Fee** --------------------------------- ------------------------------------ $11,550,000 $1,062.60 --------------------------------- ------------------------------------ * Estimated for purposes of calculating amount of filing fee only. This amount assumes the purchase of a total of 700,000 shares of the outstanding common stock, par value $0.10 per share, at the maximum tender offer price of $16.50 per share in cash. ** Previously paid. |X| 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 Previous Paid: $1,062.60 Filing Party: State Financial ------------- Services Corporation --------------------- Form or Registration No.: Schedule TO-I Date Filed: November 1, 2002 ------------- --------------------- |_| 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 tender offer subject to Rule 14d-1. |X| issuer tender offer subject to Rule 13e-4. |_| 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: |_| INTRODUCTORY STATEMENT This Amendment No. 2 to Schedule TO further amends and supplements the Issuer Tender Offer Statement on Schedule TO, filed on November 1, 2002, as amended and supplemented on November 19, 2002, relating to the offer by State Financial Services Corporation, a Wisconsin corporation ("State"), to purchase up to 700,000 shares of its common stock, par value $0.10 per share, and associated preferred share purchase rights, or such lesser number of shares as is validly tendered and not properly withdrawn, at a price not greater than $16.50 nor less than $14.00 per share, net to the seller in cash, without interest. State's offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 1, 2002, as amended on November 19, 2002 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal"); which, as amended and supplemented from time to time, constituted the "Offer." This Amendment No. 2 to Schedule TO is filed to satisfy the reporting requirements of Rule 13e-4 of the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment No. 2 to the Schedule TO by reference to all of the applicable items in the Schedule TO, except that the information in the Offer to Purchase is hereby amended to the extent specifically provided herein. ITEM 11. Additional Information. On December 9, 2002, State issued a press release announcing the preliminary results of its modified Dutch Auction tender offer, which expired at 5:00 p.m., New York City time, on December 6, 2002. The press release is included herein as Exhibit 99(a)(5)(vi) and is incorporated herein by reference. ITEM 12. Exhibits. Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: Exhibit No. Description ---------- ----------- 99(a)(5)(vi) Press Release of State Financial Services Corporation, dated December 9, 2002 -2- SIGNATURE After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 9, 2002 STATE FINANCIAL SERVICES CORPORATION By: /s/ Michael J. Falbo ------------------------------------- Michael J. Falbo President and Chief Executive Officer -3- EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99(a)(5)(vi) Press Release of State Financial Services Corporation, dated December 9, 2002 EX-99 3 irm15a.txt PRESS RELEASE State Financial Services Corporation Logo Press Release Corporate Headquarters for more information contact: 10708 W. Janesville Road Michael J. Falbo Hales Corners, WI 53130 Telephone: (414) 425-1600 Nasdaq Symbol: SFSW Facsimile: (414) 425-8939 STATE FINANCIAL SERVICES CORPORATION ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER OFFER Hales Corners, Wisconsin, (December 9, 2002) - State Financial Services Corporation (Nasdaq: SFSW) announced today the preliminary results of its successful, modified Dutch Auction tender offer, which expired at 5:00 p.m., New York City time, on Friday, December 6, 2002. Based on the preliminary count by the depositary for the tender offer, 717,530 shares of common stock (which includes 33,028 shares tendered through guaranteed delivery procedures) were properly tendered and not withdrawn. This number is in excess of the 700,000 shares State had offered to purchase. State has determined to exercise its right, as set forth in the offer to purchase, to purchase the additional 17,530 shares tendered in the offer in lieu of prorating the number of shares to be purchased. All tendered shares will be purchased at $16.50 per share. The actual number of shares to be purchased is subject to final confirmation and the proper delivery of all shares tendered and not properly withdrawn (including shares tendered pursuant to guaranteed delivery procedures). It is currently expected that payment of all shares purchased will be made on December 12, 2002. The tender offer began on November 1, 2002. Under the terms of the tender offer, State offered to purchase up to 700,000 shares of its common stock within a price range of $14.00 per share to $16.50 per share (with the ability to purchase up to an additional 2% of the outstanding shares, as desired). Based on the preliminary results, the value of the shares to the purchased will be approximately $11,839,245. The preliminary number of shares to be purchased represents approximately 9.4 percent of State's 7,662,676 shares outstanding on November 30, 2002. Any questions with regard to the tender offer may be directed to D. F. King & Co., Inc., the Information Agent, at 800-848-3402. The Dealer Manager for the tender offer was Sandler O'Neill & Partners, L.P. State may, in the future, purchase additional shares of its common stock pursuant to its previously announced stock repurchase program, although State and its affiliates are prohibited from purchasing shares until at least ten business days after December 6, 2002. State operates State Financial Bank, National Association through 26 locations in southeastern Wisconsin and northeastern Illinois. Through its banking network, State provides commercial and retail banking products, long-term fixed-rate secondary market mortgage origination and brokerage activities. -----END PRIVACY-ENHANCED MESSAGE-----