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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
BLACKHAWK BANCORP, INC.
A Wisconsin corporation
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(Name of Issuer)
Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
09237E 10 5
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(CUSIP Number)
Mr. Keith D. Hill
Treasurer and Chief Financial Officer
Blackhawk Bancorp, Inc.
400 Broad Street
Beloit, Wisconsin 53511
(414)364-8911
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Fredrick G. Lautz, Esq.
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414)277-5000
November 22, 2000
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(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(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*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).
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CUSIP NO. 09237E 10 5 13D PAGE 1 OF 6 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
DENNIS M. CONERTON (Social Security Number can be voluntarily provided.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF AND 00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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7 SOLE VOTING POWER
NUMBER OF
202,785
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
202,785
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
202,785
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.26%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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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 last amended this Schedule 13D, he acquired
beneficial ownership of 28,620 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.
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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 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 November 22, 2000 Mr. Conerton acquired beneficial ownership of
5,833 shares of Blackhawk's Common Stock as a result of the vesting of options
that will occur on January 21, 2001 (sixty (60) days after November 22, 2000),
which caused his total beneficial ownership of shares of Blackhawk Common Stock
to increase more than one percentage point over the percentage of beneficial
ownership reported in the last amendment he filed to this Schedule 13D. 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, 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 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;
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(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 directly 70,425 shares of Blackhawk
Common Stock, and holds presently exercisable options (or options which will
become exercisable within 60 days after November 22, 2000) for the purchase of
up to an additional 130,600 shares of Blackhawk Common Stock.
(c) The following chart reflects all shares of Blackhawk Common Stock
of which Mr. Conerton has acquired beneficial ownership since he last amended
this Schedule 13D.
<TABLE>
<CAPTION>
Shares
Shares Owned
Owned Indirectly Options
Date Directly By ESOP Vesting TOTAL
---- -------- ------- ------- -----
<S> <C> <C> <C> <C> <C>
03/20/1998 70,425 1,640 102,100 174,165
12/13/1998 3,333 3,333
70,425 1,640 105,433 177,498 BALANCE
12/24/1998 3,334 3,334
70,425 1,640 108,767 180,832 BALANCE
01/21/1999 5,833 5,833
70,425 1,640 114,600 186,665 BALANCE
12/16/1999 500 500
70,425 1,640 115,100 187,165 BALANCE
12/24/1999 3,333 3,333
70,425 1,640 118,433 190,498 BALANCE
12/31/1999 120 120
70,425 1,760 118,433 190,618 BALANCE
</TABLE>
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<TABLE>
<CAPTION>
Shares
Shares Owned
Owned Indirectly Options
Date Directly By ESOP Vesting TOTAL
---- -------- ------- ------- -----
<S> <C> <C> <C> <C> <C>
01/21/2000 5,834 5,834
70,425 1,760 124,267 196,452 BALANCE
12/16/2000 500 500
70,425 1,760 124,767 196,952 BALANCE
01/21/2001 5,833 5,833
70,425 1,760 130,600 202,785 BALANCE
03/20/98 bal. 70,425 1,640 102,100 174,165
increase 0 120 28,500 28,620
</TABLE>
(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, its 1994
Executive 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.
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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).
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EXHIBIT NO.
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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: November 22, 2000
/s/ Dennis M. Conerton
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Dennis M. Conerton
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