SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Chorus Communications Group, Ltd.
(Exact name of registrant as specified in its charter)
WISCONSIN
(State or other jurisdiction of incorporation or organization)
TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE)[4813]
(Primary Standard Industrial Classification Code Number)
39-1880843
(I.R.S. Employer Identification No.)
1912 PARMENTER STREET
MIDDLETON, WI 53562-3139
(608) 828-2000
(Address, including ZIP Code, and Telephone Number, including area code,
of registrant's principal executive officers)
HOWARD G. HOPEMAN
1912 PARMENTER STREET
MIDDLETON, WI 53562-3139
(608) 828-2000
(Name, address, including ZIP Code, and telephone number, including area
code, of agent for service)
(Copies to:) Daniel T. Hardy, Esq. Mark D. Timmerman, Esq.
Darold J. Londo, Esq. 310 West Sunset Court
Grant B. Spellmeyer, Esq. Madison, WI 53705-5145
Axley Brynelson
2 East Mifflin Street
P.O. Box 1767
Madison, WI 53701-1767
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC
As soon as practicable after the effectiveness of this Registration
Statement and the effective time ("Effective Time") of the merger of one
wholly-owned subsidiary of Chorus Communications Group, Ltd. ("Chorus")
with and into Mid-Plains, Inc. ("Mid-Plains") and the merger of another
wholly-owned subsidiary of Chorus with and into Pioneer Communications, Inc.
("Pioneer") (collectively, referred to as the "Mergers") all as
described in the Agreement and Plan of Merger, dated as of December 31, 1996.
If the securities being registered on this Form are being offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. / /
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Each Class Maximum Maximum Amount of
of Securities Amount to be Offering Aggregate Registration
to be Registered Registered Price Per Unit Offering Price Fee
<F1> <F2> <F3>
Common Stock 2,684,303 $9.88 $26,520,913.64 $9,145.14
No Par Value
<FN>
<F1> Consists of 1,991,743 shares of Chorus Common Stock issuable upon
the conversion pursuant to the Mergers of currently outstanding shares
of Mid-Plains Common Stock and 692,560 shares of Chorus Common Stock
issuable upon the conversion pursuant to the Mergers of currently
outstanding shares of Pioneer Common Stock.
<F2> Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(f)(2) of the Securities Act of 1933, as
amended (the "Securities Act") based on the combined book value of such
securities computed as of the latest practicable date of filing
this Registration Statement.
<F3> Pursuant to Section 6(b) of the Securities Act, fees are 1/29th of
one percent (1%) of the aggregate offering amount.
</FN>
The purpose of this amendment to the registration statement is to amend only
Exhibit 8, Part II. Previously, Exhibit 8, Part II was attached to the
registration statement in an unexecuted draft. At the effective date,
registrant intended to file a fully executed Exhibit 8, Part II upon the
occurrence of receiving shareholder approval of the Agreement and Plan of
Merger, as fully described in the registration statement, and the filing of
the Articles of Merger with the Wisconsin Department of Financial
Institutions. Shareholders of the relevant companies adopted the Agreement
and Plan of Merger on May 16, 1997 and May 17, 1997. The effective time of
the Articles of Merger was June 1, 1997 - 12:01 a.m. C.D.S.T.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 180.0851 of the WBCL requires a corporation to indemnify a
director or officer, to the extent that he or she has been successful on the
merits or otherwise in the defense of a proceeding, for all reasonable
expenses incurred in the proceeding, if the director or officer was a party
because he or she is a director or officer of the corporation. In cases not
included in the foregoing, a corporation is required to indemnify a director
or officer against liability incurred by the director or officer in a
proceeding to which the director or officer was a party because he or she is
a director or officer of the corporation, unless liability was incurred
because the director or officer breached or failed to perform a duty that he
or she owes to the corporation and the breach or failure to perform
constitutes any of the following:
(A-1) A willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director
or officer has a material conflict of interest.
(A-2) A violation of the criminal law, unless the director or officer
had reasonable cause to believe that his or her conduct was
lawful or no reasonable cause to believe that his or her conduct
was unlawful.
(A-3) A transaction from which the director or officer derived an
improper personal profit.
(A-4) Willful misconduct.
Determination of whether indemnification is required under (A-1) through (A-4)
above is made under Section 180.0855 of the WBCL, which provides that
unless otherwise provided by the Articles of Incorporation or Bylaws or by
written agreement between the director or officer and the corporation, the
director or officer seeking indemnification shall select one of the following
means for determining his or her right to indemnification:
(B-1) By a majority vote of a quorum of the Board of Directors
consisting of directors who are not at the time parties to the
same or related proceedings.
(B-2) By independent legal counsel selected by a quorum of the Board
of Directors or its committee in the manner prescribed in (B-1)
above or, if unable to obtain such a quorum or committee, by a
majority vote of the full Board of Directors, including
directors who are parties to the same or related proceedings;
(B-3) By a panel of three arbitrators consisting of one arbitrator
selected by those directors entitled under (B-2) above to select
independent legal counsel, one arbitrator selected by the
director or officer seeking indemnification and one arbitrator
selected by the two arbitrators previously selected;
(B-4) By an affirmative vote of shares as provided in Section 180.0725
of the WBCL;
(B-5) By a court under Section 180.0854 of the WBCL; or
(B-6) By any other method provided for in any additional rights to
indemnification permitted under Section 180.0858 of the WBCL.
The termination of a proceeding by judgment, order, settlement or
conviction, or upon a plea of no contest or an equivalent, does not, by
itself, create a presumption that indemnification of the director or officer
is not required under Section 180.0851(2) of the WBCL.
The mandatory indemnification provided in Section 180.0851 of the WBCL
as outlined above, may be limited by the corporation's articles of
incorporation, pursuant to Section 180.0852 of the WBCL.
Section 180.0854 of the WBCL provides that except as provided otherwise
by written agreement between the director or officer and the corporation, a
director or officer who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court
of competent jurisdiction. The court shall order indemnification if it
determines any of the following: (a) that the director or officer is
entitled to indemnification under Section 180.0851(1) or (2) of the WBCL; or
(b) that the director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, regardless of
whether indemnification is required under Section 180.0851(2) of the WBCL.
Section 180.0858 of the WBCL provides that Sections 180.0851 and
180.0853 of the WBCL do not preclude any additional rights to indemnification
or allowance of expenses that a director or officer may have under the
articles of incorporation or bylaws of the corporation, a written agreement
between the director or officer and the corporation, a resolution of the
Board of Directors, or a resolution that is adopted, after notice, by a
majority vote of all of the corporation's shares then issued and outstanding.
Notwithstanding the foregoing, however, the corporation may not
indemnify a director or officer, or permit a director or officer to retain
any allowance of expenses, unless it is determined by or on behalf of the
corporation that the director or officer did not breach or fail to perform
a duty that he or she owes to the corporation which constitutes conduct under
(A-1) to (A-4) discussed above. A director or officer who is a party to the
same or related proceeding for which indemnification or an allowance of
expenses is sought may not participate in this determination.
None of the foregoing provisions effect the corporation's power to pay
or reimburse expenses incurred by a director or officer as a witness in a
proceeding to which he or she is not a party, or as a plaintiff or petitioner
in a proceeding because he or she is or was an employee, agent, director or
officer of the corporation.
It is the public policy of the state of Wisconsin to require or permit
indemnification, allowance of expenses and insurance for any liability
incurred in connection with a proceeding involving a federal or state
statute, rule or regulation regulating the offer, sale or purchase of
securities, securities brokers or dealers, or investment companies or
investments by advisors.
The Chorus Articles of Incorporation do not contain any provision
which may limit its obligation to indemnify under Section 180.0851 of the
WBCL.
Article XI of the Chorus Bylaws makes mandatory the indemnification
expressly authorized under the WBCL.
Pursuant to Section 7.8 of the Merger Agreement, Chorus shall cause
Mid-Plains and Pioneer to maintain in effect the current provisions regarding
indemnification of officers and directors contained in the articles of
incorporation and bylaws of Pioneer and Mid-Plains, and each of their
subsidiaries. Chorus shall also cause Mid-Plains and Pioneer to maintain in
effect a current policy of directors' and officers' liability insurance and
fiduciary liability insurance maintained by Pioneer and Mid-Plains,
respectively, with respect to claims arising from facts or events which
occurred on or before the Effective Time. Lastly, Chorus shall cause Pioneer
and Mid-Plains to indemnify the directors and officers of Pioneer and
Mid-Plains, respectively, to the fullest extent to which Pioneer and Mid-Plains
are permitted to indemnify such officers and directors under Wisconsin law.
ITEM 21. EXHIBITS.
Exhibit
Number Exhibit
2 Agreement and Plan of Merger, dated December 31, 1996, between Pioneer
Communications, Inc., and Mid-Plains, Inc. (Included as Appendix I to
the Joint Proxy Statement/Prospectus.)
3(a) Form of Amended and Restated Articles of Incorporation of Chorus
Communications Group, Ltd. (Included as Appendix II to the Joint Proxy
Statement/Prospectus.)
3(b) Form of Bylaws of Chorus Communications Group, Ltd. (Included as
Appendix III to the Joint Proxy Statement/Prospectus.)
5 Opinion of Axley Brynelson regarding validity of securities being
registered.
8 Opinion of Axley Brynelson regarding certain federal income tax matters.
21 Subsidiaries of Chorus Communications Group, Ltd.
23(a) Consent of Kiesling Associates LLP (Mid-Plains)
23(b) Consent of Kiesling Associates LLP (Pioneer)
23(c) Consent of Kiesling Associates LLP (Chorus)
23(d) Consent of Axley Brynelson. (Included in the opinion filed as Exhibit
5 to this Registration Statement and incorporated herein by
reference.)
23(e) Consent of Axley Brynelson. (Included in the opinion filed as Exhibit
8 to this Registration Statement and incorporated herein by
reference.)
23(f) Consent of Edelman & Co., Ltd.
23(g) Consent of Madison Valuation Associates, Inc.
24(a) Powers of Attorney - Chorus.
24(b) Powers of Attorney - Mid-Plains
24(c) Powers of Attorney - Pioneer
99(a) Mid-Plains Proxy/Voting Instruction Card.
99(b) Pioneer Proxy/Voting Instruction Card.
ITEM 22. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) to include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of
this Registration Statement, by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c), such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be
deemed underwriters, in addition to the information called for by the
other items of the applicable form.
(5) That every prospectus (i) that is filed pursuant to paragraph
(4) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to rule 415, will be
filed as a part of an amendment to the Registration Statement and will
not be used until such amendment is effective, and that, for purposes
of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(b) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
the Registration Statement through the date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precendent, submit to a court of appropriate
jurisdiction the questions whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Chorus
Communications Group, Ltd. has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in
Middleton, Wisconsin on March 14, 1997.
Chorus Communications Group, Ltd.
By: /s/ Dean W. Voeks
Dean W. Voeks
Chief Executive Officer
By: /s/ Howard G. Hopeman
Howard G. Hopeman
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacity indicated.
Signature Title Date
/s/ G. Burton Bloch
G. Burton Bloch Director March 14, 1997
/s/ Charles Maulbetsch
Charles Maulbetsch Director March 14, 1997
/s/ Harold L. Swanson
Harold L. Swanson Director March 14, 1997
/s/ Douglas J. Timmerman
Douglas J. Timmerman Director March 14, 1997
/s/ Dean W. Voeks
Dean W. Voeks Director March 14, 1997
Pursuant to the requirements of the Securities Act of 1933, Mid-Plains,
Inc. has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in Middleton, Wisconsin on
March 14, 1997.
MID-PLAINS, INC.
By: /s/ Dean W. Voeks
Dean W. Voeks
President
By: /s/ Howard G. Hopeman
Howard G. Hopeman
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacity indicated.
Signature Title Date
/s/ Floyd A. Brynelson
Floyd A. Brynelson Director March 14, 1997
/s/ S. C. Ehlers
S. C. Ehlers Director March 14, 1997
/s/ E. A. Johnson
E. A. Johnson Director March 14, 1997
/s/ Charles Maulbetsch
Charles Maulbetsch Director March 14, 1997
/s/ Harold L. (Lee) Swanson
Harold L. (Lee) Swanson Director March 14, 1997
/s/ Fredrick E. Urben
Fredrick E. Urben Director March 14, 1997
/s/ Dean W. Voeks
Dean W. Voeks Director March 14, 1997
Pursuant to the requirements of the Securities Act of 1933, Pioneer
Communications, Inc. has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in
Lancaster, Wisconsin on March 14, 1997.
PIONEER COMMUNICATIONS, INC.
By: /s/ Douglas J. Timmerman
Douglas J. Timmerman
President
By: /s/ Terrence Mathers
Terrence Mathers
Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacity indicated.
Signature Title Date
/s/ G. Burton Bloch Director March 14, 1997
G. Burton Bloch
/s/ Mark V. Brickl Director March 14, 1997
Mark V. Brickl
/s/ Albert Ertz, Jr. Director March 14, 1997
Albert Ertz, Jr.
/s/ Joseph Grosser Director March 14, 1997
Joseph Grosser
/s/ Gerald Knapp Director March 14, 1997
Gerald Knapp
/s/ Henry A. Melssen Director March 14, 1997
Henry A. Melssen
/s/ Dennis Marshall Director March 14, 1997
Dennis Marshall
/s/ Douglas J. Timmerman Director March 14, 1997
Douglas J. Timmerman