SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 1999
CIB MARINE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN
(State or other jurisdiction of incorporation)
000-24149 37-1203599
(Commission File Number) (IRS Employer Identification No.)
N27 W24025 PAUL COURT, PEWAUKEE, WISCONSIN 53072
(Address including zip code of Principal Executive Offices)
(414) 695-6010
(Registrant's telephone number, including area code)
CENTRAL ILLINOIS BANCORP, INC.
(Former name, if changed since last report)
Item 5. Other Events
The stockholders of Central Illinois Bancorp, Inc., an Illinois
corporation (the "Company"), approved the reincorporation of the
Company from Illinois to Wisconsin on June 24, 1999. The
reincorporation was effected August 27, 1999 by merging the Company
into a wholly owned subsidiary which was recently formed solely for
the purpose of effecting the reincorporation. The surviving
corporation is known as CIB Marine Bancshares, Inc., a Wisconsin
corporation (the "Registrant"). Upon consummation of the merger, each
share of common stock of the Company, par value $1.00 per share, was
automatically converted into one share of common stock of the
Registrant, par value $1.00 per share. Certificates representing
shares of common stock of the Company immediately before the effective
time of the merger continue to represent the same number of shares of
common stock of the Registrant immediately following the merger.
The merger was consummated under the terms and conditions of an
Agreement and Plan of Merger pursuant to which the Company ceased to
exist as an Illinois corporation, the stockholders of the Company
became stockholders of the Registrant and the Registrant succeeded to
all the assets, liabilities, subsidiaries and other properties of the
Company to the fullest extent provided by law. The rights of the
stockholders and internal affairs of the Registrant are governed by
the articles of incorporation and bylaws of Registrant and the
Wisconsin Business Corporation Law.
As a result of the reincorporation, the Registrant became the
successor corporation to the Company under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), with respect to its common
stock, and will succeed to the Company's reporting obligations
thereunder. Pursuant to Rule 12g-3 promulgated under the Exchange
Act, the common stock of the Registrant is deemed to be registered
under paragraph (g) of Section 12 of the Exchange Act. In addition,
the Registrant has assumed all registration statements and reports
filed by the Company under either the Exchange Act or the Securities
Act of 1933, as amended.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of May 28, 1999 by and
between CIB Marine Bancshares, Inc. and Central Illinois
Bancorp, Inc. (incorporated by reference to Appendix D to
the Proxy Statement of Central Illinois Bancorp, Inc. filed
with the Securities and Exchange Commission on May 28, 1999)
3.1 Amended and Restated Articles of Incorporation of CIB Marine
Bancshares, Inc. (incorporated by reference to Appendix B to
the Proxy Statement of Central Illinois Bancorp, Inc. filed
with the Securities and Exchange Commission on May 28, 1999)
2
3.2 Bylaws of CIB Marine Bancshares, Inc. (incorporated by
reference to Appendix C to the Proxy Statement of Central
Illinois Bancorp, Inc. filed with the Securities and
Exchange Commission on May 28, 1999)
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CIB MARINE BANCSHARES, INC.
Date: August 30, 1999 By: /s/ Donald J. Straka
------------------------------
Donald J. Straka
Senior Vice President and
General Counsel
4
EXHIBIT INDEX
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Exhibit
Number Description
------- -----------
2.1 Agreement and Plan of Merger dated as of May 28, 1999
by and between CIB Marine Bancshares, Inc. and Central
Illinois Bancorp, Inc. (incorporated by reference to
Appendix D to the Proxy Statement of Central Illinois
Bancorp, Inc. filed with the Securities and Exchange
Commission on May 28, 1999)
3.1 Amended and Restated Articles of Incorporation of CIB
Marine Bancshares, Inc. (incorporated by reference to
Appendix B to the Proxy Statement of Central Illinois
Bancorp, Inc. filed with the Securities and Exchange
Commission on May 28, 1999)
3.2 Bylaws of CIB Marine Bancshares, Inc. (incorporated by
reference to Appendix C to the Proxy Statement of
Central Illinois Bancorp, Inc. filed with the
Securities and Exchange Commission on May 28, 1999)
