<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended March 31, 1996
--------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition report from to
---------- ---------
COMMISSION FILE NUMBER 0-20006
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
ANCHORBANK, S.S.B. RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Anchor BanCorp Wisconsin Inc.
25 West Main Street
Madison, Wisconsin 53703
-1-
<PAGE>
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4. The AnchorBank, S.S.B. Retirement Plan (the "Plan") is subject to the
requirements of the Employee Retirement Income Security Act of 1974
("ERISA"). Attached hereto is a copy of the most recent financial
statements and schedules of the Plan prepared in accordance with the
financial reporting requirements of ERISA.
EXHIBITS
23. Consent of Independent Auditors
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
AnchorBank, S.S.B. Retirement Plan
Date: September 19, 1996 /S/ Ronald R. Osterholz
---------------------------- ----------------------------------------
Ronald R. Osterholz
Vice President -- Human Resources
-3-
<PAGE>
-----------------------------------------
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
ANCHORBANK, S.S.B. RETIREMENT PLAN
Years ended
March 31, 1996 and 1995
[logo]
<PAGE>
AnchorBank, S.S.B. Retirement Plan
Financial Statements
and Supplemental Schedules
Years ended March 31, 1996 and 1995
CONTENTS
Report of Independent Auditors 1
Financial Statements
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4
Supplemental Schedules
Line 27(a) - Schedule of Assets Held for Investment Purposes 8
Line 27(d) - Schedule of Reportable Transactions 11
<PAGE>
[Letterhead]
Report of Independent Auditors
Trustees
AnchorBank, S.S.B. Retirement Plan
We have audited the accompanying statements of net assets available for plan
benefits of AnchorBank, S.S.B. Retirement Plan (the Plan) as of March 31,
1996 and 1995, and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
at March 31, 1996 and 1995, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of March 31, 1996, and
reportable transactions for the year then ended, are presented for purposes
of complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the financial statements. The fund
information in the statements of net assets available for plan benefits and
the statements of changes in net assets available for plan benefits is
presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for
plan benefits of each fund. The supplemental schedules and fund information
have been subjected to the auditing procedures applied in our audits of the
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
June 28, 1996
1
<PAGE>
AnchorBank, S.S.B. Retirement Plan
Statements of Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
MARCH 31, 1996 MARCH 31, 1995
-------------------------------------------------------- -------------------------------------------
SAFE HAVEN BALANCED STOCK GROWTH SAFE HAVEN BALANCED STOCK
FUND FUND FUND FUND TOTAL FUND FUND FUND TOTAL
--------------------------------------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
(NOTE 3):
Common stocks $ -- $1,904,719 $10,155,476 $ -- $12,060,195 $ -- $1,316,082 $7,508,415 $ 8,824,497
Corporate debt obligations 1,307,828 806,917 -- -- 2,114,745 1,318,391 224,655 -- 1,543,046
Market rate deposit accounts 49,804 35,340 73 44 85,261 243,753 273,914 2,604 520,271
Mutual fund accounts -- -- -- 1,029,925 1,029,925 -- -- -- --
Preferred stock -- 82,100 -- -- 82,100 -- -- -- --
U.S. Government and agency
obligations 264,140 -- -- -- 264,140 412,077 206,312 -- 618,389
-------------------------------------------------------- -------------------------------------------
1,621,772 2,829,076 10,155,549 1,029,969 15,636,366 1,974,221 2,020,963 7,511,019 11,506,203
Receivables:
Employer contribution 13,838 33,736 67,748 44,076 159,398 29,463 37,548 54,719 121,730
Interest and dividend income 41,104 23,070 -- -- 64,174 44,564 17,534 -- 62,098
-------------------------------------------------------- -------------------------------------------
54,942 56,806 67,748 44,076 223,572 74,027 55,082 54,719 183,828
-------------------------------------------------------- -------------------------------------------
Total assets 1,676,714 2,885,882 10,223,297 1,074,045 15,859,938 2,048,248 2,076,045 7,565,738 11,690,031
LIABILITY
Due to participants for
excess contributions 3,242 1,659 2,224 96 7,221 2,546 3,380 2,740 8,666
-------------------------------------------------------- -------------------------------------------
Net assets available for plan
benefits $1,673,472 $2,884,223 $10,221,073 $1,073,949 $15,852,717 $2,045,702 $2,072,665 $7,562,998 $11,681,365
-------------------------------------------------------- --------------------------------------------
-------------------------------------------------------- --------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES.
2
<PAGE>
AnchorBank, S.S.B. Retirement Plan
Statements of Changes in Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, 1996 YEAR ENDED MARCH 31, 1995
-------------------------------------------------------------- ----------------------------------------------
Safe Haven Balanced Stock Growth Safe Haven Balanced Stock
Fund Fund Fund Fund Total Fund Fund Fund Total
-------------------------------------------------------------- ----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>>
ADDITIONS
Interest income $ 134,764 $ 67,857 $ 747 $ -- $ 203,368 $ 157,723 $ 54,109 $ 1,028 $ 212,860
Dividend income -- 30,349 92,087 221 122,657 -- 13,154 60,623 73,777
Rollover of
participants'
funds from other
plans 31,545 549,084 239,535 13,975 834,139 -- -- -- --
--------------------------------------------------------------- ---------------------------------------------
166,309 647,290 332,369 14,196 1,160,164 157,723 67,263 61,651 286,637
Contributions:
Participants 79,952 165,829 270,936 83,456 600,173 140,230 178,854 210,355 529,439
Employer, net 39,550 72,745 117,649 32,062 262,006 69,213 75,514 90,422 235,149
--------------------------------------------------------------- ---------------------------------------------
119,502 238,574 388,585 115,518 862,179 209,443 254,368 300,777 764,588
--------------------------------------------------------------- ---------------------------------------------
285,811 885,864 720,954 129,714 2,022,343 367,166 321,631 362,428 1,051,225
DEDUCTIONS
Benefits paid to
participants 128,808 71,619 117,403 -- 317,830 99,878 78,074 126,878 304,830
-------------------------------------------------------------- ---------------------------------------------
157,003 814,245 603,551 129,714 1,704,513 267,288 243,557 235,550 746,395
Net realized and
unrealized
appreciation
(depreciation)
in fair value
of investments
(NOTE 3) (8,590) 352,156 2,029,036 94,237 2,466,839 (61,694) 130,952 2,187,199 2,256,457
-------------------------------------------------------------- ---------------------------------------------
Net increase prior
to interfund
transfers 148,413 1,166,401 2,632,587 223,951 4,171,352 205,594 374,509 2,422,749 3,002,852
Interfund
transfers (net) (520,643) (354,843) 25,488 849,998 -- (463,835) 136,010 327,825 --
Net assets
available for
plan benefits
at beginning of
year 2,045,702 2,072,665 7,562,998 -- 11,681,365 2,303,943 1,562,146 4,812,424 8,678,513
-------------------------------------------------------------- --------------------------------------------
Net assets
available for
plan benefits
at end of year $1,673,472 $2,884,223 $10,221,073 $1,073,949 $15,852,717 $2,045,702 $2,072,665 $7,562,998 $11,681,365
=============================================================== =============================================
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE>
Anchorbank, S.S.B. Retirement Plan
Notes to Financial Statements
March 31, 1996
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the AnchorBank, S.S.B. Retirement Plan (the Plan)
are presented on the accrual basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements. Estimates also affect the reported amounts of additions
and deductions during the reporting period. Although estimates are considered
to be fairly stated at the time that the estimates are made, actual results
could differ from those estimates.
INVESTMENTS
Investments in market rate deposit accounts are valued at cost, which
approximates market value. Investments in debt obligations, U.S. Government
and agency obligations, common and preferred stocks and mutual funds are
stated at fair value, based on quoted market prices on the last business day
of the reporting period.
ADMINISTRATIVE EXPENSES
Administrative expenses are generally paid by the Plan's sponsor.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan that covers any employee of
AnchorBank, S.S.B. or its subsidiary, Anchor Insurance Services
(collectively, the Bank or the Employer, a wholly owned subsidiary of Anchor
BanCorp Wisconsin, Inc.), who is at least 21 years of age and has completed
1,000 hours of service during the twelve-month period prior to the
eligibility date for program participation.
Participating employees may contribute up to 18% (8% before tax and 10% after
tax) of their annual earnings through payroll deductions each year. The
before tax contributions are not subject to individual federal income taxes
until they are withdrawn from the Plan, subject to certain limitations
prescribed by the Internal Revenue Service (IRS). The Bank contributes the
following amounts to each participant's account: (1) 100% of the
4
<PAGE>
AnchorBank, S.S.B. Retirement Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
participant's before tax contribution up to 2% of the participant's salary;
(2) 25% of the participant's before tax contributions in excess of 2%, but
not greater than 6% of the participant's salary; and (3) an amount to be
determined by the Bank at its discretion. The Bank did not make any
discretionary contributions to participants for the years ended March 31,
1996 and 1995.
Participant contributions are 100% vested immediately. Employer contributions
vest according to the following schedule:
Percent
Vested
-------
Number of years employed after attaining age 21:
Less than 2 years 0%
2 25%
3 50%
4 75%
5 or more 100%
Notwithstanding the above vesting schedule, employer contributions are 100%
vested upon death or disability, retirement age or upon permanent termination
of employer contributions or of the Plan. The Plan is intended to satisfy
requirements under Section 404(c) of the Employee Retirement Income Security
Act of 1974, and therefore provides that participants may choose to direct
their contributions and account balance, both vested and unvested, in one or
a combination of four funds: Thompson Plumb Safe Haven Fund, Thompson Plumb
Balanced Fund, Anchor BanCorp Wisconsin, Inc. Stock Fund, and beginning in
1996, the Thompson Plumb Growth Fund.
Benefit payments are to be made in the form of a lump-sum cash payment or an
annuity. Forfeitures are used to reduce Bank matching contributions that are
otherwise required.
Investment earnings and expenses of the Plan are allocated to each
participant's account based on the ratio of the participant's account balance
to the total of all participant account balances at each semiannual valuation
date. The Bank's discretionary contribution is allocated to participants
based on their voluntary contributions, as defined in the Plan.
Participants should refer to the document, "Summary Plan Description," of the
Plan for a complete description of the Plan. Copies of this document are
available from the Plan Administrator.
5
<PAGE>
AnchorBank, S.S.B. Retirement Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
The Plan's investments are held by the Old Kent Bank under the supervision of
the Plan trustees.
During 1996 and 1995, the Plan's investments (including investments bought,
sold, as well as held during the year) appreciated (depreciated) in fair value
as follows:
<TABLE>
<CAPTION>
Net
Appreciation
(Depreciation) Fair Value
in Fair Value at End
During Year of Year
-------------- -----------
<S> <C> <C>
Year ended March 31, 1996:
Fair value as determined by reference to quoted sources:
Common stocks $2,371,796 $12,060,195
Corporate debt obligations (18,762) 2,114,745
Mutual fund accounts 94,237 1,029,925
Preferred stocks 16,512 82,100
U.S. Government and agency obligations 3,056 264,140
---------- -----------
2,466,839 15,551,105
Assets carried at cost -
Market rate deposit accounts -- 85,261
$2,466,839 $15,636,366
---------- -----------
---------- -----------
Year ended March 31, 1995:
Fair value as determined by reference to quoted sources:
Common stocks $2,329,457 $ 8,824,497
Corporate debt obligations (39,733) 1,543,046
U.S. Government and agency obligations (33,267) 618,389
----------- -----------
2,256,457 10,985,932
Assets carried at cost -
Market rate deposit accounts -- 520,271
---------- -----------
$2,256,457 $11,506,203
---------- -----------
---------- -----------
</TABLE>
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
MARCH 31
1996 1995
------------ ----------
Thompson Plumb Growth Fund $ 1,029,925 $ --
Anchor BanCorp Wisconsin, Inc. common stock 10,155,476 7,508,415
6
<PAGE>
AnchorBank, S.S.B. Retirement Plan
Notes to Financial Statements (continued)
4. INCOME TAX STATUS
The IRS has ruled in a letter dated January 18, 1992, that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and is, therefore,
not subject to tax under present income tax law. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The plan administrator is not aware of any course of action or series of
events that have occurred that might adversely affect the Plan's qualified
status.
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
Administrative expenses of the Plan were paid by the Bank. In addition,
certain services are provided by the Bank at no cost to the Plan. The Plan
owns 300,903 and 225,817 shares of Anchor BanCorp Wisconsin, Inc. (the
Corporation) common stock with a fair market value of $10,155,476 and
$7,508,415 at March 31, 1996 and 1995, respectively. Dividends of 32 cents
per share were declared and paid on the Corporation's common stock in fiscal
1996, resulting in $92,087 in dividend income to the Plan. Dividends of 28
cents per share were declared and paid on the Corporation's common stock in
fiscal 1995, resulting in $60,623 in dividend income to the Plan.
6. PLAN MERGERS
During fiscal 1996, as part of the Corporation's acquisition of American
Equity BanCorp. (American), the Corporation assumed sponsorship of the
existing retirement plan of American. Effective June 30, 1996, the American
plan has been merged into the AnchorBank, S.S.B. Retirement Plan.
7
<PAGE>
Supplemental Schedules
<PAGE>
AnchorBank, S.S.B. Retirement Plan
Employer Identification Number 39-0129660
Plan Number 001
Line 27(a) - Schedule of Assets Held for Investment Purposes
March 31, 1996
NUMBER OF
SHARES OR
PAR VALUE COST CURRENT VALUE
- ---------- ------- -------------
Market rate deposit accounts:
9,170 Cash $ 9,170 $ 9,170
76,091 Kent Money Market Fund 76,091 76,091
-------- -----------
85,261 85,261
Mutual fund account -
39,719 Thompson Plumb Growth Fund 956,096 1,029,925
U.S. Government and agency obligations -
U.S. Treasury Notes, 7.75%,
250,000 due December 31, 1999 262,242 264,140
Corporate debt obligations:
American General Finance Corp.,
200,000 9.95%, due October 29, 1997 208,696 211,760
American Home Products, 6.875%,
150,000 due April 15, 1997 154,177 151,427
Association Corp. North America,
200,000 7.875%, due September 30, 2001 208,192 211,430
Fireman's Fund Mortgage Corp.,
200,000 8.25%, due November 1, 1996 217,704 202,612
Ford Motor Credit Corp.,
150,000 9.125%, due May 1, 1998 151,946 158,364
Ford Motor Credit Corp.,
125,000 6.75%, due July 15, 2006 131,016 125,719
Loews Corp.,
100,000 8.50%, due April 15, 1998 103,594 103,810
Phillip Morris,
350,000 8.250%, due October 15, 2003 393,005 373,748
Phillip Morris Cos., Inc.,
410,000 9.00%, due January 1, 2001 461,791 441,902
Snyder Oil Corp.,
75,000 7.00%, due May 15, 2001 75,188 63,375
Xerox Corp,
70,000 9.20%, due July 15, 1999 74,040 70,598
----------- -----------
2,179,349 2,114,745
8
<PAGE>
AnchorBank, S.S.B. Retirement Plan
Employer Identification Number 39-0129660
Plan Number 001
Line 27(a) - Schedule of Assets Held for Investment Purposes (continued)
NUMBER OF
SHARES OR
PAR VALUE COST CURRENT VALUE
--------- -------------
Preferred stock:
1,700 Chieftain International Funding $ 42,484 $ 44,413
1,500 Lowen Group Capital 37,792 37,687
------- -----------
80,276 82,100
Common stocks:
1,000 Abbott Labs 39,870 40,750
3,000 Advanced Lighting Techs 30,000 41,625
500 Altera Corporation 30,750 27,938
1,400 AMP Inc. 54,188 57,925
300,903 Anchor BanCorp Wisconsin, Inc. 3,777,621 10,155,476
800 AT&T Corp. 42,558 48,900
1,700 Celestial Seasonings Inc. 28,688 36,975
2,700 Chieftain Intl. Inc. 38,999 46,913
3,000 Circon Copr Com 40,500 43,875
600 Cisco Systems Inc. 21,563 27,825
500 Coca Cola Co. 19,972 41,375
600 Colgate Palmolive Co. 42,797 46,725
800 Consolidated Papers Inc. 39,941 45,000
800 DSC Communications Corp. 27,800 21,600
500 Eastman Kodak 34,404 35,500
3,500 EMC Corp/MASS 64,801 76,125
600 Emerson Electric Co. 39,564 48,450
2,000 Enron Oil & Gas Co. 48,738 52,750
700 Exxon Corp. 46,501 57,050
2,300 First Financial Corp. 39,991 49,163
800 General Electric Co. 39,028 62,300
800 Intel Corp. 30,440 45,500
600 Johnson & Johnson 28,696 55,350
1,000 Lattice Semiconductor Corp. 20,920 28,375
700 Linear Technology Corp. 25,900 29,225
1,950 Marcus Corporation 45,442 51,431
1,700 Marshall & Ilsley Corp. 35,790 44,413
2,000 MCI Communications 56,398 60,500
800 Merck & Co. Inc. 33,560 49,800
700 Motorola Inc. 44,875 37,100
1,500 New York Times Co Class A 35,125 43,500
1,800 NN Ball & Roller Inc. 18,216 39,825
9
<PAGE>
AnchorBank, S.S.B. Retirement Plan
Employer Identification Number 39-0129660
Plan Number 001
Line 27(a) - Schedule of Assets Held for Investment Purposes (continued)
NUMBER OF
SHARES OR
PAR VALUE COST CURRENT VALUE
- --------- ----------- -------------
Common stocks (continued):
900 Pepsico Inc. $ 33,566 $ 56,925
900 Premark International Inc. 44,718 48,261
900 Sigma Aldrich Corp. 30,150 51,525
1,400 Sofamor Danek Group Inc. 32,272 47,425
3,000 Specialty Paperboard Inc. 33,354 39,750
5,000 Sports & Recreation Inc. 66,763 38,125
1,000 Tambrands Inc. 49,306 46,750
1,700 US Surgical Corp. 36,165 55,675
2,000 Wal-Mart Stores Inc. 44,428 46,000
1,500 Wausau Paper Mills Co. 27,778 34,500
1,000 Worldcom Inc. 31,625 46,000
---------- -----------
Total common stocks 5,353,761 12,060,195
---------- -----------
Total investments $8,916,985 $15,636,366
---------- ------------
---------- ------------
10
<PAGE>
AnchorBank, S.S.B. Retirement Plan
Employer Identification Number 39-0129660
Plan Number 001
Line 27(d) - Schedule of Reportable Transactions
Year ended March 31, 1996
<TABLE>
<CAPTION>
FAIR VALUE
OF ASSET ON
NUMBER OF NUMBER OF SALES COST OF DATE OF NET
DESCRIPTION OF ASSET TRANSACTIONS PURCHASES TRANSACTIONS AMOUNT ASSET TRANSACTION GAIN
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CATEGORY (III) TRANSACTIONS--SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS
Kent Money Market Fund 260 $6,117,928 170 $6,522,857 $6,522,857 $6,522,857 $ --
Anchor Bancorp Wisconsin, Inc.
common stock 27 1,031,519 4 413,495 214,553 198,942 --
Thompson Plumb Growth Fund 18 956,096 -- - - -- -- --
</TABLE>
There were no Category (i), (ii) or (iv) reportable transactions for the year
ended March 31, 1996.
11
<PAGE>
EXHIBIT NO. 23
<PAGE>
Consent of Ernst & Young, LLP, Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-46536) pertaining to the AnchorBank, S.S.B.
Retirement Plan (the Plan) of our report dated June 28, 1996, with
respect to the financial statements and schedules of the Plan included
in this Annual Report (Form 11-K) for the year ended March 31, 1996.
Milwaukee, Wisconsin
September 20, 1996
