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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 17, 1999
(Date of earliest event reported)
FIRST MANITOWOC BANCORP, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 0-25983
WISCONSIN 39-1435359
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
402 NORTH 8TH STREET
MANITOWOC, WISCONSIN 54221
(Address of principal executive offices) (Zip Code)
(920)684-6611
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
PROSPECTIVE ACQUISITION
(a) On August 19, 1999, First Manitowoc Bancorp, Inc., a Wisconsin
corporation and registered bank holding company (the "Registrant") entered into
an Agreement and Plan of Merger (the "Agreement") with Dairy State Financial
Services, Inc., a Wisconsin corporation and registered bank holding company
("Dairy State"), providing for the merger (the "Merger") of Dairy State with a
wholly owned subsidiary of Registrant. Following the Merger, Dairy State would
be liquidated and Dairy State Bank, Plymouth, Wisconsin, Dairy State's Wisconsin
chartered bank subsidiary, would merge (the "Bank Merger") with and into First
National Bank in Manitowoc, Registrant's national bank subsidiary.
The Merger and the Bank Merger were consummated on December 17, 1999,
to be effective as of 12:01 A.M. C.S.T. on January 1, 2000. As a consequence
First National Bank in Manitowoc has completed acquisition of all of the assets
of Dairy State Bank, Plymouth, Wisconsin.
According to the terms of the Agreement, as a result of the Merger,
Dairy State Shareholders received on January 3, 2000, cash in the amount of
$4,662.33 for each of the 2,900 shares of outstanding common stock of Dairy
State or an aggregate of $13,520,757.00. The consideration was determined as a
multiple of the net equity of Dairy State. Registrant provided the consideration
from internal funds and no borrowings by Registrant from any source were
involved.
(b) The Merger and the Bank Merger involved the acquisition by
Registrant and First National Bank in Manitowoc, its wholly-owned subsidiary, of
all of the assets of Dairy State and Dairy State Bank consisting of premises and
equipment, cash, Federal funds sold, securities and loans totaling approximately
$66.6 million subject to the liabilities of Dairy State and Dairy State Bank,
consisting primarily of deposits, totaling approximately $61 million. Registrant
intends to continue the business of banking at the locations of Dairy State Bank
as branches of First National Bank in Manitowoc.
The Agreement was attached as an exhibit to the Form 8-K dated August
24, 1999 and is incorporated herein by reference in its entirety. The foregoing
summary of the Agreement does not purport to be complete and is qualified in its
entirety by reference to such exhibit. No financial statements are required
under the provisions of Rule 3.05 of Regulation S-X.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
NONE
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST MANITOWOC BANCORP, INC.
Date: January 4, 2000 By: /s/ Thomas J. Bare, President
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Thomas J. Bare, President
