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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 31, 1999
Merchants and Manufacturers Bancorporation, Inc.
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(Exact name of registrant as specified in its charter)
WISCONSIN 21292 39-1413328
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
14100 West National Avenue, P. O. Box 511160, New Berlin, WI 53151-1160
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 827-6713
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Exhibit Index is on Page 5
Page 1 of 5
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Item 2. Acquisition or Disposition of Assets.
On December 31, 1999 (the "Effective Date"), Merchants and
Manufacturers Bancorporation, Inc. (the "Corporation") consummated its agreement
to merge (the "Merger") Pyramid Bancorp, Inc. ("Pyramid") with and into
Merchants Merger Corp., a wholly-owned subsidiary of the Corporation, ("Merger
Corp.") pursuant to the Agreement and Plan of Merger dated as of March 9, 1999,
as amended as of June 10, 1999 (the "Merger Agreement"), between the
Corporation, Merger Corp. and Pyramid. As a result of the Merger, the separate
corporate existence of Pyramid ceased and Merger Corp. emerged as the surviving
corporation of the Merger. Except as otherwise provided in the Merger Agreement,
as a result of the Merger, all the property, rights, privileges, powers and
franchises of Pyramid have vested in Merger Corp. and all debts, liabilities and
duties of Pyramid have become the debts, liabilities and duties of Merger Corp.
The terms of the Merger and the Merger Agreement are described in the
Proxy Statement/Prospectus (the" Proxy Statement") of the Corporation and
Pyramid dated October 7, 1999, which was included in the Corporation's
Registration Statement on Form S-4 (No. 333-86855), as amended by Pre-Effective
Amendment No. 1 thereto dated October 4, 1999, which documents are incorporated
herein by reference. A copy of the Corporation's Press Release announcing the
completion of the Merger is filed as an exhibit hereto and incorporated by
reference herein.
Item 7. Financial Statements and Exhibits.
The following financial statements, pro forma financial information and
exhibits are filed as part of this report:
(a) Financial Statements of Businesses Acquired.
The financial statements required by part (a) of Item 7 relating to the acquired
business referred to in Item 2 above are not currently available. The required
financial statements will be filed in an amendment to this Report under cover of
Form 8-K/A as soon as practicable, but not later than March 14, 2000, which is
the first business day 60 days after the date that this Report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by part (b) of Item 7 for the
acquisition transaction described in Item 2 above is not currently available.
The required pro forma financial information will be filed in an amendment to
this Report under cover of Form 8-K/A as soon as practicable, but not later than
March 14, 2000, which is the first business day 60 days after the date that this
Report on Form 8-K is required to be filed.
Page 2 of 5
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(c) Exhibit Index.
Exhibit No. Description
2 Agreement and Plan of Merger between Merchants and
Manufacturers Bancorporation, Inc., Merchants Merger
Corp. and Pyramid Bancorp., Inc. dated March 9, 1999,
amended as of June 10, 1999.
99(a) Press Release issued by the Corporation on
January 3, 2000, relating to consummation of the
Merger.
Page 3 of 5
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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.
Merchants and Manufacturers Bancorporation, Inc.
Date: January 12, 2000 By: /s/ Michael J. Murry
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Name: Michael J. Murry
Title: Chairman of the Board of Directors
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Exhibit Index.
Exhibit No. Description Page No.
2 Agreement and Plan of Merger between Merchants and
Manufacturers Bancorporation, Inc., Merchants Merger
Corp. and Pyramid Bancorp., Inc., dated March 9,
1999, amended as of June 10, 1999, previously filed
as Exhibit A to the Proxy Statement/Prospectus as
part of the Corporation's registration statement
filed on Form S-4 (File No. 333-86855) as amended by
pre-effective Amendment No. 1 of October 4, 1999.
99(a) Press Release issued by the Corporation on January 3,
2000, relating to the consummation of the Merger.
Page 5 of 5
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Merchants & Manufacturers Bancorp, Inc. PRESS RELEASE
CONTACT: MICHAEL MURRY
(414) 827-6701
THOMAS SHEEHAN
(414) 377-5511
MERCHANTS & MANUFACTURERS BANCORPORATION, INC. AND
PYRAMID BANCORP., INC. COMPLETE MERGER
NEW BERLIN, WI, January 3, 2000 - Merchants & Manufacturers Bancorp
announced today that the merger of Merchants & Manufacturers Bancorporation,
Inc., New Berlin, WI, and Pyramid Bancorp., Inc., Grafton, WI, was completed
effective as of December 31, 1999. The combined company retains the name of
Merchants & Manufacturers Bancorporation, Inc. and will have combined assets of
$450 million. Merchants is the parent company of Lincoln State Bank, Lincoln
Community Bank and Franklin State Bank along with several non-bank subsidiaries.
Pyramid owns and operates the Grafton State Bank.
Under the terms of the merger, Pyramid shareholders will receive nine
shares of Merchants Common Stock for each share of Pyramid stock owned.
Merchants Chairman Michael Murry commented: "We are pleased to have
Grafton State Bank as a partner in our effort to build a system of Community
Banks that are locally controlled, responsive to their respective communities,
but with the capacity to service a wide range of customers, now and in the
future."
Thomas Sheehan, Pyramid's chairman, president, and chief executive
officer, stated, "Grafton State Bank's customers will benefit from the
additional products and services the combined organization will provide while
continuing to enjoy the same
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personal service and local management as in the past."
After consummation of the merger, Sheehan will assume the post of vice
chairman of Merchants and will be responsible for all retail banking services of
Merchants. Sheehan will also remain as chairman, president and chief executive
officer of Grafton State Bank.
Former directors of Pyramid, Thomas Sheehan, Jerome Sarnowski and James
Kacmarcik will be appointed to serve as directors of Merchants and will continue
to serve as directors of Grafton State Bank.
