<PAGE> 1
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
University Bancorp, Inc.
(NAME OF ISSUER)
Common Stock, par value $.01 per share
(TITLE OF CLASS OF SECURITIES)
914090 10 5
(CUSIP NUMBER)
Stephen Lange Ranzini, 959 Maiden Lane,
Ann Arbor, Michigan 48105 (313) 741-5858
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
January, 1997
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 21 pages
Exhibit Index on
page 20
<PAGE> 2
CUSIP NO. 914090 10 5
----------------
================================================================================
1 NAME OF REPORTING PERSON Joseph L. Ranzini
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
No. of Above Person ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(See Instructions) (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF
ORGANIZATION United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 275,473
SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING
REPORTING POWER
PERSON WITH 343,000
---------------------------------------------------------------
9 SOLE DISPOSITIVE
POWER
275,473
---------------------------------------------------------------
10 SHARED DISPOSITIVE
POWER 343,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
618,473
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) /X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
50.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
(See Instructions)
00, IN
- --------------------------------------------------------------------------------
2
<PAGE> 3
CUSIP NO. 914090 10 5
----------------
================================================================================
1 NAME OF REPORTING PERSON Stephen Lange Ranzini
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) / /
IF A MEMBER OF A GROUP
(See Instructions) (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF
ORGANIZATION United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 25,350
SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING
REPORTING POWER
PERSON WITH 282,801
---------------------------------------------------------------
9 SOLE DISPOSITIVE
POWER
25,350
---------------------------------------------------------------
10 SHARED DISPOSITIVE
POWER
282,801
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
308,151
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
Shares (See Instructions) /X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
24.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
(See Instructions) 00, IN
- --------------------------------------------------------------------------------
3
<PAGE> 4
CUSIP NO. 914090 10 5
----------------
================================================================================
1 NAME OF REPORTING PERSON Mildred Lange Ranzini
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) / /
IF A MEMBER OF A GROUP (b) / /
(See Instructions)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00, PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 20,000
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING
REPORTING POWER 452,872
PERSON WITH ---------------------------------------------------------------
9 SOLE DISPOSITIVE
POWER
30,000
---------------------------------------------------------------
10 SHARED DISPOSITIVE
POWER
452,872
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
482,872
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT /X/
IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
38.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING
PERSON
(See Instructions) 00, IN
- --------------------------------------------------------------------------------
4
<PAGE> 5
CUSIP NO. 914090 10 5
----------------
================================================================================
1 NAME OF REPORTING PERSON Irrevocable Trust dated
November 8, 1990
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) / /
IF A MEMBER OF A GROUP (b) / /
(See Instructions)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF
ORGANIZATION
Virginia
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 320,000
SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING
REPORTING POWER
PERSON WITH -0-
---------------------------------------------------------------
9 SOLE DISPOSITIVE
POWER
320,000
---------------------------------------------------------------
10 SHARED DISPOSITIVE
POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
320,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT /X/
IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
25.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
(See Instructions)
00
- --------------------------------------------------------------------------------
5
<PAGE> 6
CUSIP NO. 914090 10 5
================================================================================
1 NAME OF REPORTING PERSON Irrevocable Trust dated
December 20, 1989
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(See Instructions) (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 132,872
SHARES
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
132,872
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,872
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /X/
EXCLUDES CERTAIN SHARES
(See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
6
<PAGE> 7
CUSIP NO. 914090 10 5
================================================================================
1 NAME OF REPORTING PERSON Joseph Lange Ranzini
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(See Instructions) (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
(See Instructions)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 61,600
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
61,600
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,600
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /X/
EXCLUDES CERTAIN SHARES
(See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.98%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
00, IN
- --------------------------------------------------------------------------------
7
<PAGE> 8
CUSIP NO. 914090 10 5
================================================================================
1 NAME OF REPORTING PERSON Paul Lange Ranzini
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(See Instructions) (b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
(See Instructions)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 114,400
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
114,400
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /X/
EXCLUDES CERTAIN SHARES
(See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
(See Instructions)
00, IN
- --------------------------------------------------------------------------------
8
<PAGE> 9
CUSIP NO. 914090 10 5
----------------
================================================================================
1 NAME OF REPORTING PERSON Angela C. Ranzini
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) / /
IF A MEMBER OF A GROUP (b) / /
(See Instructions)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING
REPORTING POWER 26,400
PERSON WITH ---------------------------------------------------------------
9 SOLE DISPOSITIVE
POWER -0-
---------------------------------------------------------------
10 SHARED DISPOSITIVE
POWER
26,400
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 26,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT /X/
IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 2.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
(See Instructions) 00, IN
- --------------------------------------------------------------------------------
9
<PAGE> 10
CUSIP NO. 914090 10 5
----------------
================================================================================
1 NAME OF REPORTING PERSON Catherine Ranzini Clare
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX (a) / /
IF A MEMBER OF A GROUP (b) / /
(See Instructions)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING
REPORTING POWER
PERSON WITH 26,400
---------------------------------------------------------------
9 SOLE DISPOSITIVE
POWER
-0-
---------------------------------------------------------------
10 SHARED DISPOSITIVE
POWER
26,400
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
26,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT /X/
IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
(See Instructions)
00, IN
- --------------------------------------------------------------------------------
10
<PAGE> 11
This Statement on Schedule 13D also constitutes Amendment No. 6
to the Statement on Schedule 13D, dated January 9, 1991, as amended
(the "Original Statement"), of Joseph L. Ranzini, individually and as
trustee, Stephen Lange Ranzini, individually and as trustee, Mildred
Lange Ranzini, individually and as trustee, and Paul B. Clare,
individually and as trustee, with respect to the Common Stock, par
value $.01 per share ("Common Stock"), of University Bancorp, Inc.
(previously named Newberry Bancorp, Inc.), as amended and restated in
Amendment No. 5 thereto.
ITEM 1) SECURITY AND ISSUER.
The class of equity securities to which this Statement on
Schedule 13D (this "Statement") relates is the Common Stock of
University Bancorp, Inc., a Delaware corporation (the "Corporation"),
with its principal executive offices at 959 Maiden Lane, Ann Arbor,
Michigan 48105.
ITEM 2) IDENTITY AND BACKGROUND.
(a) This Statement is jointly filed by Joseph L. Ranzini,
individually and as a trustee, Stephen Lange Ranzini, individually and
as a trustee, Mildred Lange Ranzini, individually and as a trustee, an
Irrevocable Trust (the "First Trust") governed by a Trust Agreement
dated December 20, 1989, between Joseph L. Ranzini, as Grantor, and
Mildred Lange Ranzini and Stephen Lange Ranzini, as Trustees (each a
"First Trust Trustee" and collectively, the "First Trust Trustees"),
an Irrevocable Trust (the "Second Trust") governed by a Trust
Agreement dated November 8, 1990, between Joseph L. Ranzini, as
Grantor, and Joseph L. Ranzini and Mildred Lange Ranzini, as Trustees
(each a "Second Trust Trustee" and collectively, the "Second Trust
Trustees"), and Joseph Lange Ranzini, M.D., Paul Lange Ranzini, Angela
C. Ranzini, M.D. and Catherine Ranzini Clare each individually and as
trustees of other trusts established by Joseph L. Ranzini, as grantor,
for various children and grandchildren of Joseph L. and Mildred Lange
Ranzini (collectively, the "Further Trusts"). The First Trust, the
Second Trust and the Further Trusts are herein sometimes called the
"Trusts". The First Trust Trustees and the Second Trust Trustees and
the trustees of the Further Trusts are sometimes herein collectively
called the "Trustees".
Angela C. Ranzini, M.D., Catherine Ranzini Clare, Joseph Lange
Ranzini, M.D., Paul Lange Ranzini and Stephen Lange Ranzini, each of
whom is a child of Joseph L. and Mildred Lange Ranzini, are the
primary beneficiaries of the First Trust, in equal one-fifth shares.
Stephen Lange Ranzini is the primary beneficiary of the Second Trust.
Each of the above-named five children and their respective
grandchildren (totalling eight additional persons) are
11
<PAGE> 12
respectively the primary beneficiaries of the Further Trusts,
one such individual being the sole primary beneficiary of one such
Further Trust.
(b)-(c) Joseph L. Ranzini's business address is 959 Maiden
Lane, Ann Arbor, Michigan 48105, and presently his principal
occupation is acting as the President and the Chairman of the Board of
Michigan BIDCO, Inc. ("BIDCO"). BIDCO is a Rural Business and
Industrial Development Company, licensed by the Michigan Financial
Institutions Bureau under the State of Michigan BIDCO program, which
invests in businesses in northern Michigan with the objective of
fostering job growth and economic development. Joseph L. Ranzini is
Chairman of the Board, Secretary and a director of the Corporation.
The Corporation, Joseph L. Ranzini, Stephen Lange Ranzini, Mildred
Lange Ranzini and the Trusts own equity securities of BIDCO. Joseph
L. Ranzini holds director, officer and/or other positions with a
number of the businesses in which BIDCO invests.
Stephen Lange Ranzini's business address is at 959 Maiden Lane,
Ann Arbor, Michigan 48105. He is a director, President and Chief
Executive Officer of the Corporation. Stephen Lange Ranzini is also a
director and Senior Vice President - Mortgage Banking of University
Bank. He is also a director and the Treasurer of BIDCO, and he holds
director, officer and/or other positions with a number of the
businesses in which BIDCO invests. He is the son of Joseph L.
Ranzini.
Mildred Lange Ranzini's address is 173 West Queens Drive,
Williamsburg, Virginia 23185. She is a director and Assistant
Secretary of the Corporation. She does not otherwise presently hold an
active business position. She is the spouse of Joseph L. Ranzini.
Joseph Lange Ranzini's address is 30 Chestnut Avenue,
Waynesboro, Virginia 22980. Dr. Ranzini is a medical doctor engaged
in private general surgery practice at Augusta Medical Center in
Fisherville, Virginia, and is a director of the Corporation. He is a
son of Joseph L. Ranzini.
Paul Lange Ranzini's address is International House, 1414 59th
Street, Chicago, Illinois 60637. He is a Lecturer in Music and a
Doctoral Candidate in Music History and Theory at the University of
Chicago and is a director of the Corporation. He is a son of Joseph
L. Ranzini.
Angela C. Ranzini's address is 21 Williamsburg Court, Skillman,
New Jersey 08558. Dr. Ranzini is a physician and a faculty member of
the University of Medicine and Dentistry of New Jersey, New Brunswick,
New Jersey. She is the daughter of Joseph L. Ranzini.
12
<PAGE> 13
Catherine Ranzini Clare's address is 25 Charleston Drive,
Skillman, New Jersey 08558. She does not presently hold an active
business position. She is the daughter of Joseph L. Ranzini.
The business address of each of the Trusts is at 209 East
Portage Avenue, Sault Ste. Marie, Michigan 49873. Each Trust was
formed for the benefit of members of the Ranzini family and engages in
no active business other than investment of Trust assets.
(d) During the last five years, none of Joseph L. Ranzini,
Stephen Lange Ranzini and Mildred Lange Ranzini, Joseph Lange Ranzini,
Paul Lange Ranzini, Angela C. Ranzini and Catherine Ranzini Clare nor
any of the Trusts, has been convicted in a criminal proceeding
(excluding, if any, traffic violations or similar misdemeanors).
(e) During the last five years, none of Joseph L. Ranzini,
Stephen Lange Ranzini, Mildred Lange Ranzini, Joseph Lange Ranzini,
Paul Lange Ranzini, Angela C. Ranzini and Catherine Ranzini Clare, nor
any of the Trusts, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result
of which proceeding, he, she or it was or is 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.
(f) Each of Joseph L. Ranzini, Mildred Lange Ranzini, Stephen
Lange Ranzini, Joseph Lange Ranzini, Paul Lange Ranzini, Angela C.
Ranzini and Catherine Ranzini Clare, is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock beneficially owned by Stephen Lange
Ranzini include: (a) 12,529 shares allocated to him under the
Corporation's Employee Stock Ownership Plan (the "ESOP"); (b) 1,600
shares which Mr. Ranzini purchased in August 1994 for $6,416 (for
which he used personal funds to complete such purchase); and (c)
22,750 shares which he acquired a part of a larger transaction in
March 1992 with an individual, pursuant to which Mr. Ranzini sold his
1/2 individual interest in a parcel of real property located in
Florida for $90,278.02 and the transfer of such shares to him.
The shares of Common Stock beneficially owned by Mildred Lange
Ranzini include: (a) 10,000 shares issuable upon exercise of an
option granted to her, as a director of the Corporation, by the
Corporation at an exercise price of $3.125 per share (the
consideration for such option being services rendered as a director
13
<PAGE> 14
of the Corporation); and (b) 20,000 shares purchased by Mrs.
Ranzini in 1994 for $100,000, using cash from her personal funds.
The shares beneficially owned by the Trusts consist of shares
contributed to the Trusts by Joseph L. Ranzini as the grantor thereof.
The shares reported as beneficially owned by each of Joseph L.
Ranzini, Stephen Lange Ranzini and Mildred Lange Ranzini also include
23,000 shares acquired by Michigan Bidco, Inc. ("BIDCO"), as partial
consideration for the acquisition by the Bank of all of the capital
stock of a corporation of which BIDCO was a minority shareholder. The
Corporation and the Bank are holders of equity securities of BIDCO and
such individuals and the First Trust and the Second Trust are
officers, directors and/or shareholders of BIDCO.
The balance of the shares reported as beneficially owned by
Joseph L. Ranzini and by the Trusts were originally acquired by Mr.
Ranzini pursuant to a merger effective as of the end of the day on
December 31, 1989 (the "Merger") of a wholly-owned subsidiary of the
Corporation (the Corporation at that time was named "Fortune 44
Company") into Newberry Holdings Inc. ("Holdings"), a Michigan
corporation (Holdings at that time was named "Newberry Bancorp,
Inc."), pursuant to the terms of a certain Agreement, dated as of
October 11, 1989, as amended, among the Corporation, Holdings and such
subsidiary. Pursuant to the Merger, Joseph L. Ranzini, as the sole
stockholder of Holdings, was issued, in respect of his 10,000 shares
of common stock, without par value, of Holdings, 5,035,000 shares of
Class A Common Stock, par value $.001 per share ("Class A Common
Stock"), of the Corporation and 500,000 shares of Series A Convertible
Participating Preferred Stock, par value $.001 per share ("Preferred
Stock"), of the Corporation.
The certificate of incorporation of the Corporation was amended
on March 23, 1990 to increase the authorized shares of Class A Common
Stock. By virtue of such amendment and pursuant to the provisions of
the certificate of incorporation applicable to the Preferred Stock,
all 500,000 outstanding shares of Preferred Stock held by Joseph L.
Ranzini were automatically converted to 4,000,000 shares of Class A
Common Stock, increasing to 9,035,000 the total number of shares of
Class A Common Stock beneficially owned by Joseph L. Ranzini as of
March 23, 1990.
As of December 27, 1990, the Corporation (i) effected a
one-for-five reverse stock split pursuant to which every five shares
of Class A Common Stock held by each stockholder were converted into
and became one share of Common Stock, (ii) changed the name of the
authorized shares of Class A Common Stock (after giving effect to the
aforementioned reverse stock split) to Common Stock, and (iii) changed
the par value of such Common Stock from
14
<PAGE> 15
$.001 per share to $.005 per share (collectively, all of such
events being hereinafter referred to sometimes as the "1990 Reverse
Stock Split"). As a result of the 1990 Reverse Stock Split, Joseph L.
Ranzini's 9,035,000 shares of Class A Common Stock were converted to
1,807,000 shares of Common Stock as of December 27, 1990.
As of May 15, 1992, the Corporation effected a one-for-two
reverse stock split, which had the effect of converting such 1,807,000
shares of Common Stock into 903,500 shares of Common Stock.
As of December 31, 1990 (after giving effect to each of the
aforementioned reverse stock splits), Joseph L. Ranzini transferred
(by gift) 58,250 shares of Common Stock to the First Trust and 320,000
shares of Common Stock to the Second Trust. As of January 7, 1991,
Joseph L. Ranzini transferred (by gift) an additional 53,000 shares
of Common Stock to the First Trust.
In December, 1996, Joseph L. Ranzini made gifts of 4,400 shares
of Common Stock which were transferred to each of the 13 Further
Trusts (for an aggregate of 57,200 shares so transferred).
In January, 1997, Joseph L. Ranzini made gifts of an additional
4,400 shares of Common Stock which were transferred to each of the 13
Further Trusts (for an aggregate of 57,200 shares so transferred).
ITEM 4. PURPOSE OF TRANSACTION.
As described under Item 3 above, as a result of the Merger and
the transactions contemplated thereby, Joseph L. Ranzini acquired a
total of 903,500 shares of Common Stock (adjusted to give effect to
the aforementioned reverse stock splits), representing a majority of
the outstanding shares of Common Stock as of December 31, 1990. Such
transactions resulted in a change of effective control of the
Corporation to Joseph L. Ranzini.
Joseph L. Ranzini has made certain gifts of shares of Common
Stock (see Items 2 and 3 hereof) which have been transferred to the
Trusts for the benefit of various of his children and grandchildren.
By virtue of their holdings of shares of Common Stock, Joseph
L. Ranzini and the Trustees of the Trusts (in their capacities as
such) have the voting power to elect all directors of the Corporation
and to approve amendments to its certificate of incorporation, as well
as other transactions requiring stockholder approval under applicable
Delaware law.
15
<PAGE> 16
Joseph L. Ranzini may choose to make gifts of shares of Common
Stock to various of the Trusts or to new Trusts, or otherwise to
members of his family, from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The aggregate number of shares of Common Stock deemed
to be beneficially owned by Joseph L. Ranzini for the purposes of this
Statement is 618,473 representing 50.0% of the outstanding shares of
Common Stock of the Corporation as of March 4, 1997. Of such shares,
he has sole voting and dispositive power as to the 275,473 shares
registered in his name and shared voting and dispositive power,
together with the other Second Trust Trustees, as to 320,000 shares,
and could be deemed to share voting and dispositive power as to the
23,000 shares owned by BIDCO (see Item 3 above). Such shares do not
include (i) shares of Common Stock held by the First Trust with
respect to which his children are the primary beneficiaries, or (ii)
shares held by the Further Trusts, and (iii) shares held directly by
Mildred Lange Ranzini, and as to all of which Joseph L. Ranzini
disclaims beneficial ownership. Joseph Lange Ranzini also disclaims
beneficial ownership of shares held by BIDCO.
The aggregate number of shares of Common Stock deemed to be
beneficially owned by Stephen Lange Ranzini for the purposes of this
Statement is 308,151. Of such shares, he has sole voting and
dispositive power as to 25,350 shares held by him directly and he
shares voting and dispositive power, together with the other Trustees,
as to 247,272 shares. He also may be deemed to share voting power as
to 12,529 shares allocated to him under the ESOP, and could be deemed
to share voting and dispositive power as to the 23,000 shares owned by
BIDCO (see Item 3 above). Such shares represent in the aggregate
24.9% of the outstanding shares of Common Stock as of March 4, 1997.
Stephen Lange Ranzini disclaims beneficial ownership of shares held by
BIDCO. The foregoing does not include the 320,000 shares of Common
Stock held in the Second Trust with respect to which he is the primary
beneficiary (but not a trustee).
The aggregate number of shares of Common Stock deemed to be
beneficially owned by Mildred Lange Ranzini for the purposes of this
Statement is 482,872. She has sole voting and dispositive power as to
20,000 of such shares held directly by her and could be deemed to have
sole voting and dispositive power as to 10,000 shares issuable upon
the exercise of an option granted to her at an exercise price of
$3.125 per share. Of such 482,872 shares, she shares voting and
dispositive power, together with the other First Trust Trustees, as to
132,872 shares, and, together with the other Second Trust Trustees, as
to 320,000 shares. All such shares represent 38.7% of the outstanding
shares of Common Stock of the Corporation as of March 4, 1997. The
foregoing does not include
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shares of Common Stock owned by her husband, Joseph L. Ranzini,
or shares owned by BIDCO, as to which Mildred Lange Ranzini disclaims
beneficial ownership.
Paul Lange Ranzini, as a Trustee of various Further Trusts, may
be deemed to beneficially own and to have shared voting and
dispositive power over, an aggregate of 114,400 shares of Common
Stock, which shares represent 9.2% of the outstanding shares of Common
Stock of the Corporation as of March 4, 1997.
Joseph Lange Ranzini, as a Trustee of various Further Trusts,
may be deemed to beneficially own and to have shared voting and
dispositive power over, an aggregate of 61,600 shares of Common Stock,
which shares represent 4.98% of the outstanding shares of Common Stock
of the Corporation as of March 4, 1997.
Angela C. Ranzini, M.D., as a Trustee of various Further
Trusts, may be deemed to beneficially own and to have shared voting
and dispositive power over, an aggregate of 26,400 shares of Common
Stock, which shares represent 2.1% of the outstanding shares of Common
Stock of the Corporation as of March 4, 1997.
Catherine Ranzini Clare, as a Trustee of various Further
Trusts, may be deemed to beneficially own and to have shared voting
and dispositive power over, an aggregate of 26,400 shares of Common
Stock, which shares represent 2.1% of the outstanding shares of Common
Stock of the Corporation as of March 4, 1997.
None of the holdings of shares of Common Stock referred to
above includes an option to purchase 10,000 shares of Common Stock at
an exercise price of $3.125 per share granted to Paul B. Clare at the
time he was a director of the Company. Mr. Clare is deceased and the
option is currently held by his estate. Prior to his death, Mr. Clare
was a First Trust Trustee and a Second Trust Trustee.
(c) Since November 1, 1996, the following transactions
involving shares of Common Stock have occurred:
In December, 1996, Joseph L. Ranzini made gifts of 4,400 shares
of Common Stock which were transferred to each of the 13 Further
Trusts (for an aggregate of 57,200 shares so transferred).
In January, 1997, Joseph L. Ranzini made gifts of an additional
4,400 shares of Common Stock which were transferred to each of the 13
Further Trusts (for an aggregate of 57,200 shares so transferred).
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(d) Stephen Lange Ranzini is the sole primary beneficiary
under the Second Trust and is entitled to all net income derived by
such Trust from the 320,000 shares of Common Stock held by such Trust.
He is also the sole primary beneficiary of one of the Further Trusts
and as such entitled to all net income derived by such Trust from the
8,800 shares of Common Stock held by such Trust. He is also a primary
beneficiary (with a one-fifth interest) of the First Trust and
accordingly is entitled to 20% of all net income derived by such Trust
from the 132,872 shares of Common Stock held by it.
Each of Angela C. Ranzini, Catherine Ranzini Clare, Joseph
Lange Ranzini and Paul Lange Ranzini (i) is the primary beneficiary of
one of the Further Trusts and accordingly entitled to all net income
derived by such Trust from the 8,800 shares of Common Stock held by
such Trust, and (ii) is also a primary beneficiary (each with a
one-fifth interest) of the First Trust and accordingly each is
entitled to 20% of all net income derived by such Trust from the
111,250 shares of Common Stock held by such Trust.
Each of Emily Hu, Rebecca Hu, Jonathan Hu, Holly Clare, Meghan
Clare, Michael Clare, David Ranzini and Gregory Ranzini, grandchildren
of Joseph L. and Mildred Lange Ranzini, is the primary beneficiary of
one of the Further Trusts and accordingly entitled to all net income
derived from the 8,800 shares held by such respective Trust.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint filing agreement of the signatories to this
Statement.
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SIGNATURE.
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certify that the information set
forth in this Statement is true, complete and correct. This amendment
may be executed in any number of counterparts, each of which shall
constitute one and the same amendment.
Dated: March 5, 1997
/s/ Joseph L. Ranzini
----------------------------------------
Joseph L. Ranzini, individually and as
trustee
/s/ Mildred Lange Ranzini
----------------------------------------
Mildred Lange Ranzini, individually and
as trustee
/s/ Stephen Lange Ranzini
----------------------------------------
Stephen Lange Ranzini, individually and
as trustee
/s/ Joseph Lange Ranzini
----------------------------------------
Joseph Lange Ranzini, individually and
as trustee
/s/ Paul Lange Ranzini
-----------------------------------------
Paul Lange Ranzini, individually and
as trustee
/s/ Angela C. Ranzini
-----------------------------------------
Angela C. Ranzini, individually and
as trustee
/s/ Catherine Ranzini Clare
-----------------------------------------
Catherine Ranzini Clare, individually and
as trustee
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Exhibit Index
Exhibit No. Exhibit Description
1. Joint filing agreement of the signatories to this
Statement.
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<PAGE> 1
EXHIBIT 1
JOINT FILING AGREEMENT
Each of the undersigned agrees that the Statement on Schedule
13D relating to shares of Common Stock of University Bancorp., Inc. to
which this Agreement is attached is being filed on behalf of each of
the undersigned. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same Agreement.
Dated as of March 4, 1997
/s/ Joseph L. Ranzini
----------------------------------------------------
Joseph L. Ranzini, individually and as trustee
/s/ Mildred Lange Ranzini
----------------------------------------------------
Mildred Lange Ranzini, individually and as trustee
/s/ Stephen Lange Ranzini
----------------------------------------------------
Stephen Lange Ranzini, individually and as trustee
/s/ Joseph Lange Ranzini
----------------------------------------------------
Joseph Lange Ranzini, individually and as trustee
/s/ Paul Lange Ranzini
----------------------------------------------------
Paul Lange Ranzini, individually and as trustee
/s/ Angela C. Ranzini
----------------------------------------------------
Angela C. Ranzini, individually and as trustee
/s/ Catherine Ranzini Clare
----------------------------------------------------
Catherine Ranzini Clare, individually and as trustee
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