SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BLACKHAWK BANCORP, INC.
a Wisconsin corporation
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
09237E 10 5
(CUSIP Number)
Jesse L. Calkins
Senior Vice President and Chief Financial Officer
Blackhawk Bancorp, Inc.
400 Broad Street
Beloit, Wisconsin 53511
(414) 354-1500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
James D. Friedman, Esq.
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5735
December 16, 1996
(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
SCHEDULE 13D
I. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Dennis M. Conerton
[Social Security Number can be voluntarily provided.]
II. Check the Appropriate Box if a Member of a Group
(a) [ ] (b) [ ]
III. SEC Use Only
IV. Source of funds
00
V. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
VI. Citizenship or Place of Organization
Wisconsin
Number of Shares Beneficially Owned by Each Reporting Person With:
VII. Sole Voting Power
135,508
VIII. Shared Voting Power
0
IX. Sole Dispositive Power
135,508
X. Shared Dispositive Power
0
XI. Aggregate Amount Beneficially Owned by Each Reporting Person
135,508
XII. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[]
XIII. Percent of Class Represented by Amount in Row (11)
5.77%
XIV. Type of Reporting Person
IN<PAGE>
ITEM 1. SECURITY AND ISSUER.
Name of Issuer and Address of Principal Executive Offices:
Blackhawk Bancorp, Inc.
400 Broad Street
Beloit, Wisconsin 53511
Security to Which This Statement Relates:
Common Stock, $.01 Par Value, per Share ("Blackhawk
Common")
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f). This Schedule 13D is filed on behalf of Mr. Dennis Conerton,
an individual residing in Illinois. Mr. Conerton is President and Chief
Executive Officer of Blackhawk Bancorp, Inc. ("Blackhawk"). The principal
business office of Mr. Conerton is located at 400 Broad Street, Beloit,
Wisconsin 53511, which is also Blackhawk's address.
(d) and (e). During the last five years, Mr. Conerton has not (i) been con-
victed in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such pro-
ceeding 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Shares of Blackhawk Common Stock owned by Mr. Conerton were acquired
by him in Blackhawk's initial public offering in 1990 at a price of $10.00 per
share ($3.33 after adjustment for Blackhawk's 1994 2-for-1 stock split and its
1995 3-for-2 stock split). Mr. Conerton paid the purchase price for such
shares of Blackhawk Common Stock with personal funds. Options for the
purchase of additional shares of Blackhawk Common Stock held by Mr. Conerton
were granted to him either as fees for services as a director pursuant to the
Blackhawk Bancorp, Inc. 1990 Director Stock Option Plan or as additional
compensation for his services as an executive officer pursuant to the
Blackhawk Bancorp, Inc. 1994 Executive Stock Option Plan.
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Conerton has served as a director of Blackhawk since its 1990 initial
public offering and, as of February 20, 1995, was appointed as Blackhawk's
President and Chief Executive Officer. Mr. Conerton purchased shares of
Blackhawk's Common Stock in its initial public offering. In addition, prior to
becoming the President and Chief Executive Officer of Blackhawk, Mr.
Conerton received annual grants of options pursuant to Blackhawk's 1990
Directors Stock Option Plan. The terms of that Plan provide for the annual
vesting of one-third of the options granted thereunder. When Mr. Conerton
was appointed as President and Chief Executive Officer, Blackhawk made a
special grant of options to him under the Blackhawk 1994 Executive Stock
Option Plan. Mr. Conerton has continued to participate in that Plan and has
received grants thereunder with other executive officers since that time. The
Blackhawk 1994 Executive Stock Option Plan also provides for the annual
vesting of one-third of the options granted thereunder.
On February 14, 1997, options for the purchase of 30,000 shares of Black-
hawk's Common Stock granted to Mr. Conerton under its 1994 Executive
Stock Option Plan will become exercisable. As a result, Mr. Conerton's
beneficial ownership (as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) first exceeded 5% of all
outstanding shares of Blackhawk's Common Stock on December 16, 1996 (60
days prior to the February 14, 1997 vesting date). As of December 16, 1996,
Mr. Conerton owned 67,275 shares of Blackhawk Common Stock and held
currently exercisable options or options exercisable within 60 days of that
date for the purchase of an additional 68,233 shares of Blackhawk Common
Stock, resulting in his beneficial ownership of Blackhawk Common Stock
totalling 135,508 shares, or 5.77% of all outstanding shares of Blackhawk
Common Stock as of that date (calculated pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the Rules of the Securities
and Exchange Commission promulgated thereunder). Mr. Conerton has no present
intention to effect any transactions in Blackhawk Common Stock or to exercise
any of his options in the immediate future, nor does he have any plans or
intentions to exercise any control over Blackhawk's management or policies
other than in accordance with his duties as a Director and the President and
Chief Executive Officer of Blackhawk.
More specifically, Mr. Conerton has no plan or proposal which relates to or
which would result in:
(a) other than through the future exercise of options granted to him
under Blackhawk's stock option plans, the acquisition by any
person of additional securities of Blackhawk, or the disposition
of securities of Blackhawk;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Blackhawk or any of its
subsidiaries;
(c) the sale or transfer of a material amount of assets of Blackhawk
or any of its subsidiaries;
(d) any change in the present board of directors or management of
Blackhawk, including any plans or proposals to change the
number or terms or directors or to fill any existing vacancies on
the board;
(e) any material change in the present capitalization or dividend
policy of Blackhawk;
(f) any other material change in Blackhawk's business or corporate
structure;
(g) changes in Blackhawk's articles of incorporation, bylaws or
other actions which may impede the acquisition or control of
Blackhawk by any person;
(h) causing a class of securities of Blackhawk to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered
national securities association;
(i) a class of equity securities of Blackhawk becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). Mr. Conerton owns 67,275 shares of Blackhawk Common
directly, and holds presently exercisable options (or options which will
become exercisable within 60 days after December 16, 1996) for the purchase
of up to an additional 68,233 shares of Blackhawk Common.
(c). Except for Mr. Conerton's December 16, 1996 acquisition of beneficial
ownership of 30,000 shares of Blackhawk Common Stock associated with the
scheduled February 14, 1997 vesting of previously granted options for the
purchase of such shares, there have been no transactions by Mr. Conerton
with respect to Blackhawk Common during the 60 days preceding the date of
this Schedule 13D.
(d). None.
(e). Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Other than Blackhawk's 1990 Directors' Stock Option Plan and its 1994
Executive Stock Option Plan (see descriptions in Item 4 above), which are
incorporated by reference in this Schedule 13D, and agreements referred to
or contained therein, there are no contracts, arrangements, understandings or
relationships between Mr. Conerton and any other person, or with respect to
any securities of Blackhawk.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Mr. Conerton hereby incorporates into this Schedule 13D the following
exhibits by reference to the filings set forth below:
EXHIBIT INDEX
Exhibit
No.
1
The Blackhawk Bancorp, Inc. 1990 Directors' Stock Option
Plan is incorporated herein by reference to Exhibit 10.5 to
Amendment No. 1 to Blackhawk's Registration Statement on
Form S-1 (Reg. No. 33-32351).
2
The Blackhawk Bancorp, Inc. 1994 Executive Stock Option
Plan, approved by Shareholders of Blackhawk in May 1994,
is incorporated herein by reference to Exhibit 10.9 to Black-
hawk's 1994 Annual Report on Form 10-KSB, dated March
29, 1995.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: December 23, 1996<PAGE>
/s/ Dennis M. Conerton
Dennis M. Conerton<PAGE>
