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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
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
(608) 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
September 8, 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. 13D
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Kenneth A. Hendricks and Diane M. Hendricks
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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
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
116,892
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
2,417
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,309
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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)
5.1%
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14 TYPE OF REPORTING PERSON
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. and Mrs.
Kenneth A. Hendricks, individuals residing in Wisconsin, who are both citizens
of the United States of America. Mr. Hendricks is Chairman and Chief Executive
Officer of ABC Supply Co., a roofing and siding wholesaler. Mrs. Hendricks is a
Vice President of ABC Supply Co. Mr. Hendricks also is and has been a Director
of Blackhawk Bancorp, Inc. ("Blackhawk") since 1996. Mr. Hendricks' principal
business office is located at One ABC Parkway, Beloit, Wisconsin 53511.
(d) and (e). During the last five years, neither Mr. Hendricks nor Mrs.
Hendricks has (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.
Shares of Blackhawk Common Stock owned by Mr. and Mrs. Hendricks were
acquired by them in Blackhawk's initial public offering in 1990, or have since
been acquired in secondary market transactions or is exercisable by Mr.
Hendricks through vesting options granted to him under the Blackhawk Bancorp,
Inc. 1994 Director Stock Option Plan. Mr. and Mrs. Hendricks paid the purchase
price or exercise price, as the case may be, in connection with his acquisitions
of all shares of Blackhawk Common Stock with personal funds. See Item 5 below.
Mr. and Mrs. Hendricks purchased the shares of Blackhawk Common Stock presently
owned by them at prices ranging from $3.33 to $10.50 (adjusted to give effect to
Blackhawk's 1994 2-for-1 stock split and its 1995 3-for-2 stock split), and
options presently owned by Mr. Hendricks which are exercisable or which will
become exercisable with 60 days from the date of this filing have exercise
prices ranging from $11.50 to $15.375 a share.
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ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Hendricks has served as a Director of Blackhawk since 1996. Mr. and
Mrs. Hendricks purchased shares of Blackhawk's Common Stock in its initial
public offering and have acquired additional shares from time to time in
secondary market and private transactions over the past ten years for investment
purposes. In addition, since becoming a Director of Blackhawk, Mr. Hendricks has
received annual grants of options pursuant to Blackhawk's 1994 Directors Stock
Option Plan. The terms of that Plan provide for the annual vesting of one-third
of the options granted thereunder. Mr. Hendricks presently plans to continue
adding to his investment in Blackhawk Common Stock by purchasing additional
shares in secondary market and/or private transactions when he believes
available prices are reasonable. Financing for such purchases will be derived
from Mr. and Mrs. Hendricks' personal funds.
On September 8, 2000, Mr. and Mrs. Hendricks acquired 2,000 shares of
Blackhawk Common Stock in a secondary market transaction. As a result of that
transaction, Mr. Hendricks' 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 as of September 8,
2000. On September 8, 2000, Mr. Hendricks beneficially owned 116,892 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 2,417
shares of Blackhawk Common Stock, resulting in his beneficial ownership of
Blackhawk Common Stock totaling 119,309 shares, or 5.1% of all outstanding
shares of Blackhawk Common Stock (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). As noted above, Mr. and Mrs.
Hendricks plan to continue increasing their investment in Blackhawk Common Stock
through secondary market and/or private transactions at the times when they
believe available prices are favorable, but do not plan to increase their
beneficial ownership in excess of 10% of all outstanding shares of Blackhawk
Common Stock. Given the current market price of Blackhawk Common Stock and the
exercise price of exercisable options held by Mr. Hendricks, Mr. Hendricks
presently has no intention to exercise any of his options in the immediate
future. Mr. and Mrs. Hendricks have no plans or intentions to exercise any
control over Blackhawk's management or policies other than in accordance with
Mr. Hendricks' duties as a Director of Blackhawk.
More specifically, except as described in the immediately preceding
paragraph, Mr. and Mrs. Hendricks have no plan or proposal which relates to or
which would result in:
(a) Other than through secondary market and/or private
transactions as described above and the possible future
exercise of options granted to him under Blackhawk's
1994 Directors' Stock Option Plan, the acquisition by
any person of additional securities of Blackhawk, or the
disposition of securities of Blackhawk;
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(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;
(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. Hendricks owns jointly with his spouse 116,892 shares
of Blackhawk Common Stock, and holds presently exercisable options (or options
which will become exercisable within 60 days after September 8, 2000) for the
purchase of up to an additional 2,417 shares of Blackhawk Common Stock.
(c) During the past 60 days, Mr. and Mrs. Hendricks have acquired a
total of 5,100 shares of Blackhawk Common Stock in secondary market for cash in
prices ranging from $10-1/4 to $10-1/2.
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<TABLE>
<CAPTION>
Purchases on or 60 Days Before September 8, 2000 and Any Purchases Thereafter
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Number of
Owner Date Interests Purchase price Total Paid
----- ---- --------- -------------- ----------
<S> <C> <C> <C> <C>
Mr. and Mrs. Hendricks 5/25/00 3,217 $8.9375 $28,751.9375
Mr. and Mrs. Hendricks 5/26/00 28,500 $9.00 256,500.00
Mr. and Mrs. Hendricks 6/01/00 1,500 $9.00 13,500.00
Mr. and Mrs. Hendricks 6/08/00 5,000 $9.00 45,000.00
Mr. and Mrs. Hendricks 6/14/00 6,000 $9.50 57,000.00
Mr. and Mrs. Hendricks 6/22/00 300 $9.50 2,850.00
Mr. and Mrs. Hendricks 8/04/00 3,000 $10.50 31,500.00
Mr. and Mrs. Hendricks 8/14/00 100 $10.25 1,025.00
Mr. and Mrs. Hendricks 9/8/00 2,000 $10.25 20,500.00
------ -------------
Total 49,617 $456,626.9375
====== =============
</TABLE>
(d) As noted above, all of Mr. Hendricks' shares of Blackhawk Common Stock
are owned jointly with this spouse.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than Blackhawk's 1994 Directors' Stock Option Plan, 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. Hendricks and any other person, or with respect to any
securities of Blackhawk.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Mr. Hendricks 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. 1994 Directors' Stock Option Plan
is incorporated herein by reference to Exhibit 28.4 to
Blackhawk's Registration Statement on Form S-8 (Reg. No.
33-90550).
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: September 14, 2000
/s/ Kenneth A. Hendricks
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Kenneth A. Hendricks
/s/ Diane M. Hendricks
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Diane M. Hendricks
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