SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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
608-364-8914
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Fredrick G. Lautz, Esq.
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5000
March 20, 1998
(Date of Event which Requires Filing of this Amended 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
1. 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.]
2. Check the Appropriate Box if a Member of a Group
(a) (b)
3. SEC Use Only
4. Source of funds
PF and 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
Wisconsin
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power
174,165
8. Shared Voting Power
0
9. Sole Dispositive Power
174,165
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
174,165
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
7.25%
14. 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 Stock")
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, who is a citizen of the
United States of America. 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
convicted 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
proceeding 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.
Since Mr. Conerton's original filing of this Schedule 13D on December 23,
1996, he acquired beneficial ownership of 38,273 additional shares of
Blackhawk Common Stock through allocations under Blackhawk's Employee Stock
Ownership Plan and the vesting of employee and director stock options. The
options were granted to Mr. Conerton 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.
Mr. Conerton has exercised certain of the options using personal funds to
pay the exercise price.
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 additional grants thereunder with other exec-
utive 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.
By virtue of assuming the positions of President and Chief Executive
Officer of Blackhawk, Mr. Conerton became eligible to participate in the
Blackhawk Employee Stock Ownership Plan, and has received annual allo-
cations of shares of Blackhawk Common Stock pursuant to the terms of that
Plan. On March 20, 1998, Mr. Conerton received an allocation of 712 shares
of Blackhawk Common Stock pursuant to that Plan, which caused his total
beneficial ownership of shares of Blackhawk Common Stock to increase more
than one additional percentage point as compared to his percentage bene-
ficial ownership reported when he first filed this Schedule 13D on December
23, 1996. That event gave rise to Mr. Conerton's filing of this Amendment
under the provisions of Rule 13d-2(a).
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, re-
organization 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 of 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 nat-
ional 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 directly 72,065 shares of Blackhawk Common
Stock directly, and holds presently exercisable options (or options which
will become exercisable within 60 days after March 20, 1998) for the
purchase of up to an additional 102,100 shares of Blackhawk Common Stock.
(c). As noted above, on March 20, 1998, 712 shares of Blackhawk Common
Stock were allocated to Mr. Conerton's account pursuant to the Blackhawk
Employee Stock Ownership Plan. Additionally, on December 16, 1997, Mr.
Conerton acquired beneficial ownership of 30,000 additional shares of
Blackhawk Common Stock pursuant to the February 14, 1998 vesting of prev-
iously-granted options. Other than these acquisitions, there have been no
transactions by Mr. Conerton with respect to Blackhawk Common Stock during
the 60 days preceding the date of this Amendment No. 1 to Mr. Conerton's
Schedule 13D.
(d). None.
(e). Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-
SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than Blackhawk's 1990 Directors' Stock Option Plan, its 1994 Exec-
utive Stock Option Plan, and its Employee Stock Ownership Plan, each of
which is 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 Blackhawk's 1994 Annual Report on Form 10-KSB,
dated March 29, 1995.
3.
The Blackhawk Bancorp, Inc. Employee Stock Ownership Plan and
Amendment No. 1 thereto are incorporated herein by reference from
Exhibit 10.3 to Blackhawk's 1990 Form 10-K, dated March 31, 1990, and
Exhibit 10.31 to its 1994 Form 10-KSB, dated March 29, 1995, respectively,
and the related Blackhawk Bancorp, Inc. Employee Stock Ownership Trust
is incorporated herein by reference from Exhibit 10.4 to Amendment No.
1 to Blackhawk's Registration Statement on Form S-1 (Reg. No. 33-32351)
filed on March 5, 1990.
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: March 23, 1998
/s/ Dennis M. Conerton
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Dennis M. Conerton
