UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
InvestorsBancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
461833105
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(CUSIP Number)
Phillip J. Hanrahan
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 297-5645
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 6, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
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CUSIP No. 461833105
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George R. Schonath
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK; PF; 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 479,748 (See Item 5)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 471,770 (See Item 5)
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PERSON 10 SHARED DISPOSITIVE POWER
WITH -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,748 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.21% (See Item 5)
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
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CUSIP No. 461833105
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Schonath Family Partnership, a limited partnership
(IRS ID No.: 39-1870998)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK; PF; 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin, United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 274,283 (See Item 5)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 274,283 (See Item 5)
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PERSON 10 SHARED DISPOSITIVE POWER
WITH -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,283 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.14% (See Item 5)
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14 TYPE OF REPORTING PERSON*
PN
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<PAGE>
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CUSIP No. 461833105
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
InvestorsBancorp, Inc. Employees' 401(k) Retirement
Plan (IRS ID No.: 39-1995936)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 163,951 (See Item 5)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 155,973 (See Item 5)
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PERSON 10 SHARED DISPOSITIVE POWER
WITH -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,951
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.43%
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14 TYPE OF REPORTING PERSON*
EP
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<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock ("Common Stock")
of InvestorsBancorp, Inc., a Wisconsin corporation (the "Company"). The
principal executive offices of the Company are located at W239 N1700 Busse Road,
Waukesha, Wisconsin 53188-1160.
Item 2. Identity and Background
The names and addresses of the persons filing this Schedule 13D are as
follows:
a. George R. Schonath, a United States citizen, whose business address
is c/o InvestorsBancorp, Inc., W239 N1700 Busse Road, Waukesha, Wisconsin
53188-1160. Mr. Schonath is President and Chief Executive Officer of the
Company and is President and Chief Executive Officer of InvestorsBank, a
wholly-owned subsidiary of the Company. Mr. Schonath is also the President
and Chief Executive Officer of Bando McGlocklin Capital Corporation, which
makes primarily mortgage loans to small businesses and which also has a
subsidiary which is a doll manufacturer.
b. Schonath Family Partnership, a limited partnership (the "Family
Partnership"), is a Wisconsin limited partnership established by George R.
Schonath to own certain securities and other assets. Its business address
is Schonath Family Partnership, a limited partnership, c/o George R.
Schonath, W239 N1700 Busse Road, Waukesha, Wisconsin 53188-1160. George R.
Schonath is the Managing General Partner of the Family Partnership and, as
such, controls the voting power and the power to purchase or sell assets of
the Family Partnership.
Other General and Limited Partners are members of Mr. Schonath's
immediate family, including trusts for the benefit of such persons. All of
the General Partners are also Limited Partners with varying degrees of
ownership of General Partnership units and Limited Partnership units.
Information with respect to the other General Partners is as follows:
(1) Jenn M. Schonath, a United States citizen, whose residence address
is 200 Monastery Hill, Oconomowoc, Wisconsin 53006. She is Mr. Schonath's
wife and is a homemaker.
(2) Sarah E. Schonath, a United States citizen, is an adult daughter
of Mr. Schonath. Her business address is 33 West Monroe Street, Chicago,
Illinois 60603. She is employed by Arthur Andersen LLP which is a Public
Accounting Firm, as an accountant.
(3) Emily A. Schonath, a United States citizen, is an adult daughter
of Mr. Schonath. Her residence address is 505 East Burlington, Apartment
15B, Iowa City, Iowa 52240. She is a full-time student at University of
Iowa, with anticipated graduation in May 2001.
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<PAGE>
(4) Jon McGlockin, a United States citizen, is Trustee of the Sarah E.
Schonath Trust u/a/d March 13, 1984. Mr. McGlockin is a senior vice
president of InvestorsBank and of Bando McGlockin Capital Corporation Co.
See (a) above. He is also the President of Healy Manufacturing, Inc., which
is an athletic awards and apparel company. His business address is c/o
InvestorsBank, W239 N1700 Busse Road, Waukesha, Wisconsin 53188-1160.
(5) Jon McGlockin, a United States citizen, is a Trustee of the Emily
A. Schonath Trust, u/a/d March 13, 1984. See (4) above for biographical
data for Mr. McGlockin.
(6) Thomas E. Evans, a United States citizen, is Trustee of the Sarah
E. Schonath Irrevocable Trust. Mr. Evans is a postal clerk with the U.S.
Post Office. His residence is 132 Coy Street, Mankato, Minnesota 56001.
(7) Thomas E. Evans, a United States citizen, is Trustee of the Emily
A. Schonath Irrevocable Trust. Mr. Evans is a postal clerk with the U.S.
Post Office. His residence address is 132 Coy Street, Mankato, Minnesota
56001.
Pursuant to the Schonath Family Limited Partnership Agreement, which
governs the Family Partnership, the Managing General Partner may be removed
as Managing General Partner by vote of General Partners holding a majority
of the General Partnership Units. Mr. Schonath owns 28.2% of the General
Partnership Units and his wife, Jenn M. Schonath, also owns 28.2%, for a
total of 56.4%. The remainder of the General Partnership Trusts are owned
by the other General Partners.
c. The InvestorsBancorp, Inc. Employees' 401(k) Retirement Plan (the
"401(k) Plan") is a qualified employee benefit plan under Section 401(k) of
the Internal Revenue Code of 1986, as amended ("IRC"). Mr. George R.
Schonath is the sole trustee of the 401(k) Plan. The business address of
the plan is W239 W1700 Busse Road, Waukesha, Wisconsin 53188-1160.
George R. Schonath, the Family Partnership and the 401(k) Plan are collectively
referred to as the "Reporting Parties."
None of the Reporting Parties have, during the last five years, been
(i) convicted in a criminal proceeding or (ii) a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
such person was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The sources of the funds used to purchase shares by the Reporting
Persons came from a variety of sources, including bank loans, loans from George
R. Schonath and personal funds. The Family Partnership is indebted to U.S. Bank
pursuant to the terms of a variable rate business note guaranteed by George R.
Schonath and collateralized by a pledge of 120,000
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shares. At November 10, 2000, the balance was $250,000. The Family Partnership
also borrowed from George R. Schonath and is indebted to him in the amount of
$313,000 as of November 10, 2000. Mr. Schonath has lent funds to the Family
Partnership in the past, using, to a substantial degree, funds borrowed under a
line of credit and/or a first mortgage on his residence. At November 10, 2000,
Mr. Schonath had aggregate borrowings of $977,000 under the equity line of
credit and the first mortgage.
Lake Country Investment, LLC (see Item 5) is indebted to U.S. Bank in
the amount of $270,000 as of November 10, 2000, which is guaranteed by George R.
Schonath and of which 34,000 shares of the Company held by Lake Country
Investment, LLC serve as collateral.
The shares of the Company owned by the 401(k) Plan were purchased
predominantly with the funds contributed by the employer of participants in the
401(k) Plan and with a small amount of funds contributed directly by the
participants and are owned free and clear of any liens.
Item 4. Purpose of Transaction
The Reporting Parties acquired the Common Stock for general investment
purposes. Subsequent to the initial purchase of 120,000 shares of Common Stock
by George R. Schonath on or about September 6, 1997 and the spin-off of 88% of
the outstanding shares of Common Stock by Bando McGlocklin Capital Corporation
("BMCC") to the shareholders of BMCC on or about that date, the Reporting
Parties have acquired shares of Common Stock in the over-the-counter market from
time to time. The Reporting Parties have believed and still believe that the
Common Stock is undervalued and is a good investment and expect to continue to
make purchases in the over-the-counter market from time to time.
The Reporting Parties currently have no intention, plan or proposal,
though each Reporting Party reserves the right to subsequently devise or
implement such plan or proposal, with respect to:
a. The disposition of securities of the Company;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
c. A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
d. Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or terms of
directors or to fill any existing vacancy on the board;
e. Any material changes in the present capitalization or dividend
policy of the Company;
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<PAGE>
f. Any other material change in the Company's business or corporate
structure;
g. Changes in the Company's Articles of Incorporation or bylaws or
other actions which may impede the acquisition or control of the issuer by
any person;
h. Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be quoted on an inter-dealer
quotation system of a registered national securities association;
i. A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
To the best of the Reporting Parties' knowledge based on information
obtained from the Company, the aggregate number of shares of Common Stock of the
Company outstanding as of November 10, 2000, is 1,026,299 shares. For purposes
of determining the percentage ownership of the Reporting Persons, the number of
warrants (105,000) owned by the Family Limited Partnership and the number of
stock options (4,150) owned by George R. Schonath are considered as outstanding
shares of Common Stock
(a) The Family Partnership beneficially owns an aggregate of 274,283
shares of Common Stock, which represents 24.14% of the issued and outstanding
shares of Common Stock. George R. Schonath, the Managing General Partner, has
sole voting and dispositive power over such shares and is deemed to be the
beneficial owner of such shares for purposes of this Schedule 13D. Included in
such total are 169,283 shares held directly in the name of the Family
Partnership and 105,000 shares which can be purchased upon the exercise of a
stock purchase warrant. The stock purchase warrant is currently exercisable,
expires on September 6, 2004 and has an exercise price of $7.33 per share.
George R. Schonath beneficially owns a total of 479,748 shares of
Common Stock of the Company, broken down as follows: (i) as indicated in (a)
above, he beneficially owns 274,283 shares held by the Family Partnership; (ii)
in addition, he beneficially owns 1,664 shares which are registered in his name;
(iii) he also beneficially owns 163,951 shares held in a self-directed 401(k)
account as Trustee of the 401(k) Plan; (iv) he holds currently exercisable
options to purchase 4,150 shares of Common Stock, which have an exercise price
of $6.75 per share and expire on January 2, 2006; and (v) he beneficially owns
35,700 shares held by Lake Country Investment, LLC, a Wisconsin limited
liability company.
(b) Mr. George R. Schonath has the sole voting power over 479,748
shares of Common Stock discussed above and has sole dispositive power over
471,770 shares. The difference of 6,519 shares represents shares held by
participants in the 401(k) Plan other than
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<PAGE>
George R. Schonath. Mr. Schonath does not have dispositive power with respect to
such shares.
All acquisitions of shares discussed above have been timely reported
on Form 4 by George R. Schonath and/or the Schonath Family Partnership.
(c) During the past sixty days, the following shares of Common Stock
were purchased as described below:
Number of Shares Price Per Method of
Purchaser Date Purchased Share Purchase
--------------------- -------- ---------------- --------- ---------
George R. Schonath(1) 09/25/00 1,000 $6.8750 (2)
George R. Schonath(1) 09/28/00 500 6.6875 (2)
George R. Schonath(1) 09/29/00 1,000 6.6875 (2)
George R. Schonath(1) 10/06/00 3,150 7.0390 (2)
George R. Schonath(1) 10/16/00 700 6.6875 (2)
(1) All shares were purchased by George R. Schonath's self-directed 401(k)
account.
(2) All shares were purchased via the OTC Bulletin Board through a registered
broker-dealer.
(d) None.
(e) Not Applicable.
Item 6. Contracts, Assignment, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Agreement to File Schedule 13D Jointly.
Exhibit 2.1 Business Note of Schonath Family Partnership, a limited
partnership, payable to U.S. Bank National Association, dated January 28, 1999.
Exhibit 2.2. Continuing Guaranty, dated February 2, 1999, of George R.
Schonath for Obligations of Schonath Family Partnership to U.S. Bank National
Association.
Exhibit 2.3. Business Note of Lake Country Investment, LLC, payable to
U.S. Bank National Association, dated January 22, 1999.
Exhibit 2.4. Continuing Guaranty, dated January 22, 1999, of George R.
Schonath for Obligations of Lake Country Investment, LLC to U.S. Bank National
Association.
Exhibit 2.5. Revolving Credit Agreement, dated September 4, 1997,
between George R. Schonath and Jenn Schonath and Schonath Family Partnership, a
limited partnership.
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Exhibit 2.6. Home Equity Credit Agreement, dated October 26, 2000,
between InvestorsBank and George R. Schonath.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 16, 2000.
/s/ George R. Schonath
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George R. Schonath
SCHONATH FAMILY PARTNERSHIP,
a limited partnership
By: /s/ George R. Schonath
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George R. Schonath
Managing General Partner
INVESTORSBANCORP, INC.
EMPLOYEES' 401(k) RETIREMENT PLAN
By: /s/ George R. Schonath
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George R. Schonath
Trustee
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