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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Mid-Iowa Financial Corp.
________________________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $0.01 Per share
________________________________________________________________________________
(Title of Class of Securities)
59540A100
_______________________________________________________________
(CUSIP Number)
James B. Langeness of
Duncan, Green, Brown, Langeness & Eckley, A Professional Corporation
400 Locust Street, Suite 380 Telephone: 515/288-6440
Des Moines, Iowa 50309 Facsimile: 515/288-6448
________________________________________________________________________________
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 24, 1996
_______________________________________________________________
(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(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 59540A100 PAGE 2 OF 13 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
(a) I.S.B. Bancorporation, Inc. (I.R.S. Identification No. 42-1244763)
(b) L.B.T. Bancorporation (I.R.S. Identification No. 42-1343665)
(c) First Liberty Bancorp. (I.R.S. Identification No. 42-1259760)
(d) Winnebago County Bancorporation (I.R.S. Identification No. 42-1315341)
(e) W.A. Krause (S.S. No. ###-##-####)
(f) Richard O. Wikert (S.S. No. ###-##-####)
(g) C. Wilson Persinger Trust (Trust Identification No. 480183038)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 (a) I.S.B. Bancorporation, Inc.: WC
(b) L.B.T. Bancorporation: WC
(c) First Liberty Bancorp.: WC
(d) Winnebago County Bancorporation: WC
(e) W.A. Krause: PF
(f) Richard O. Wikert: PF
(g) C. Wilson Persinger Trust: PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 (a) I.S.B. Bancorporation, Inc.: State of Iowa
(b) L.B.T. Bancorporation: State of Iowa
(c) First Liberty Bancorp.: State of Iowa
(d) Winnebago County Bancorporation: State of Iowa
(e) W.A. Krause: State of Iowa
(f) Richard O. Wikert: State of Nebraska
(g) C. Wilson Persinger Trust: State of Iowa
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7 (a) I.S.B. Bancorporation, Inc.: 41,000
(b) L.B.T. Bancorporation: 2,000
(c) First Liberty Bancorp.: 30,000
(d) Winnebago Co. Bancorp.: 6,000
SHARES (e) W.A. Krause: 21,374
(f) Richard O. Wikert: 10,819
(g) C. Wilson Persinger Trust: 9,807
-----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 (a) I.S.B. Bancorporation, Inc.: -0-
(b) L.B.T. Bancorporation: -0-
(c) First Liberty Bancorp.: -0-
(d) Winnebago Co. Bancorp.: -0-
OWNED BY (e) W.A. Krause: -0-
(f) Richard O. Wikert: -0-
(g) C. Wilson Persinger Trust: -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 (a) I.S.B. Bancorporation, Inc.: 41,000
(b) L.B.T. Bancorporation: 2,000
(c) First Liberty Bancorp.: 30,000
REPORTING (d) Winnebago Co. Bancorp.: 6,000
(e) W.A. Krause: 21,374
(f) Richard O. Wikert: 10,819
(g) C. Wilson Persinger Trust: 9,807
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10 (a) I.S.B. Bancorporation, Inc.: -0-
(b) L.B.T. Bancorporation: -0-
WITH (c) First Liberty Bancorp.: -0-
(d) Winnebago Co. Bancorp.: -0-
(e) W.A. Krause: -0-
(f) Richard O. Wikert: -0-
(g) C. Wilson Persinger Trust: -0-
- ------------------------------------------------------------------------------
Page 2 of 13 pages
<PAGE>
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 (a) I.S.B. Bancorporation, Inc.: 41,000
(b) L.B.T. Bancorporation: 2,000
(c) First Liberty Bancorp.: 30,000
(d) Winnebago County Bancorporation: 6,000
(e) W.A. Krause: 21,374
(f) Richard O. Wikert: 10,819
(g) C. Wilson Persinger Trust: 9,807
(h) Combined (a) + (b) + (c) + (d) + (e) + (f) + (g) = 121,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13 (a) I.S.B. Bancorporation, Inc.: 2.48%
(b) L.B.T. Bancorporation: .12%
(c) First Liberty Bancorp.: 1.81%
(d) Winnebago County Bancorporation: .36%
(e) W.A. Krause: 1.29%
(f) Richard O. Wikert: .65%
(g) C. Wilson Persinger Trust: .59%
(h) Combined (a) + (b) + (c) + (d) + (e) + (f) + (g) = 7.30%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 (a) I.S.B. Bancorporation, Inc.: CO
(b) L.B.T. Bancorporation: CO
(c) First Liberty Bancorp.: CO
(d) Winnebago County Bancorporation: CO
(e) W.A. Krause: IN
(f) Richard O. Wikert: IN
(g) C. Wilson Persinger Trust: OO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 13 pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
Common Stock, $0.01 par value, (the "Shares") of Mid-Iowa Financial
Corp., a Delaware corporation (the "Issuer"). The Issuer's Shares are
traded over the counter and are listed on the NASDAQ "Small Cap"
Market under the symbol "MIFC." The principal executive offices of
the Issuer are located at 123 West Second Street North, Newton, Iowa
50208.
ITEM 2. IDENTITY AND BACKGROUND.
((a) through (f)). This Statement is being jointly filed by I.S.B.
Bancorporation, Inc., an Iowa corporation ("ISB"), L.B.T.
Bancorporation, an Iowa corporation ("LBT"), First Liberty Bancorp.,
an Iowa corporation ("FIRST"), Winnebago County Bancorporation, an
Iowa corporation ("WINNEBAGO"), W.A. Krause ("KRAUSE"), Richard O.
Wikert ("WIKERT"), and the C. Wilson Persinger Trust ("TRUST"). The
principal executive offices of ISB, LBT, FIRST and WINNEBAGO are
located at 4201 Westown Parkway, Suite 320, West Des Moines, Iowa,
50266. ISB is a one-bank holding company created for the purpose of
owning all of the outstanding capital stock of Liberty Bank & Trust,
Woodbine, Iowa. LBT is a one-bank holding company created for the
purpose of owning all of the outstanding capital stock of Liberty Bank
& Trust, Lake Mills, Iowa. FIRST is a one-bank holding company
created for the purpose of owning all of the outstanding capital stock
of Liberty Bank and Trust, Mason City, Iowa. WINNEBAGO is a one-bank
holding company created for the purpose of owning all of the
outstanding capital stock of Liberty Bank & Trust, Forest City, Iowa.
KRAUSE is an individual who resides in Des Moines, Iowa. WIKERT is an
individual who resides in Fremont, Nebraska. TRUST is a trust
established by C. Wilson Persinger, an individual who resides in Sioux
City, Iowa.
The following table furnishes the name, business address, present
principal occupation and the name, principal business and address of
any corporation or other organization in which such employment or
occupation is conducted, and the citizenship of each executive officer
and director of ISB, LBT, FIRST and WINNEBAGO:
EXECUTIVE OFFICERS AND DIRECTORS OF ISB:
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
===================================================================================
<S> <C> <C> <C>
W.A. Krause 4201 Westown Parkway President and USA
West Des Moines, IA 50266 Treasurer of Krause
Gentle Corporation
- -----------------------------------------------------------------------------------
Richard O. Wikert 340 East Military President of R & M USA
Fremont, NE 68025 Companies
- -----------------------------------------------------------------------------------
C. Wilson Persinger 4400 South Lewis Boulevard Chairman of Wilson USA
Sioux City, IA 51106 Trailer Company
- -----------------------------------------------------------------------------------
</TABLE>
Page 4 of 13 Pages
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS OF LBT:
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
===================================================================================
<S> <C> <C> <C>
W.A. Krause 4201 Westown Parkway President and USA
West Des Moines, IA 50266 Treasurer of Krause
Gentle Corporation
- -----------------------------------------------------------------------------------
Richard O. Wikert 340 East Military President of R & M USA
Fremont, NE 68025 Companies
- -----------------------------------------------------------------------------------
C. Wilson Persinger 4400 South Lewis Boulevard Chairman of Wilson USA
Sioux City, IA 51106 Trailer Company
- -----------------------------------------------------------------------------------
</TABLE>
EXECUTIVE OFFICERS AND DIRECTORS OF FIRST:
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
===================================================================================
<S> <C> <C> <C>
W.A. Krause 4201 Westown Parkway President and USA
West Des Moines, IA 50266 Treasurer
of Krause Gentle
Corporation
- -----------------------------------------------------------------------------------
Richard O. Wikert 340 East Military President of R & M USA
Fremont, NE 68025 Companies
- -----------------------------------------------------------------------------------
C. Wilson Persinger 4400 South Lewis Boulevard Chairman of Wilson USA
Sioux City, IA 51106 Trailer Company
- -----------------------------------------------------------------------------------
Kyle J. Krause 4201 Westown Pkwy, Ste. 220 Vice President of USA
West Des Moines, IA 50266 Finance of Krause
Gentle Corporation
- -----------------------------------------------------------------------------------
</TABLE>
EXECUTIVE OFFICERS AND DIRECTORS OF WINNEBAGO:
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
===================================================================================
<S> <C> <C> <C>
W.A. Krause 4201 Westown Parkway President and USA
West Des Moines, IA 50266 Treasurer of Krause
Gentle Corporation
- -----------------------------------------------------------------------------------
Richard O. Wikert 340 East Military President of R & M USA
Fremont, NE 68025 Companies
- -----------------------------------------------------------------------------------
C. Wilson Persinger 4400 South Lewis Boulevard Chairman of Wilson USA
Sioux City, IA 51106 Trailer Company
- -----------------------------------------------------------------------------------
</TABLE>
Page 5 of 13 Pages
<PAGE>
The natural persons reporting in this Schedule 13D are as follows:
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
===================================================================================
<S> <C> <C> <C>
W.A. Krause 4201 Westown Parkway President and USA
West Des Moines, IA 50266 Treasurer of Krause
Gentle Corporation
- -----------------------------------------------------------------------------------
Richard O. Wikert 340 East Military President of R & M USA
Fremont, NE 68025 Companies
- -----------------------------------------------------------------------------------
C. Wilson Persinger 4400 South Lewis Blvd Chairman of Wilson USA
Sioux City, IA 51106 Trailer Company
- -----------------------------------------------------------------------------------
</TABLE>
During the past five years neither ISB, LBT, FIRST, WINNEBAGO, KRAUSE,
WIKERT, nor the TRUST, nor, to the best knowledge of ISB, LBT, FIRST
and WINNEBAGO, any of their respective executive officers or directors
has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was 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 was found to have violated any such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Funds for ISB's purchases of the Shares reported on this Schedule 13D
were provided from the working capital of ISB. Funds for LBT's
purchases of the Shares reported on this Schedule 13D were provided
from the working capital of LBT. Funds for FIRST's purchases of the
Shares reported on this Schedule 13D were provided from the working
capital of FIRST. Funds for WINNEBAGO's purchases of the Shares
reported on this Schedule 13D were provided from the working capital
of WINNEBAGO. Funds for KRAUSE's purchases of the Shares reported on
this Schedule 13D were provided from the personal funds of KRAUSE.
Funds for WIKERT's purchase of the Shares reported on this Schedule
13D were provided from the personal funds of WIKERT. Funds for the
TRUST's purchase of the Shares reported on the Schedule 13D were
provided from the personal funds of the TRUST.
ITEM 4. PURPOSE OF TRANSACTION.
All of the Shares purchased by ISB, LBT, FIRST and WINNEBAGO have been
acquired and are being held solely for investment purposes. ISB, LBT,
FIRST, WINNEBAGO, KRAUSE, WIKERT, and the TRUST believe that the
Shares represent an attractive investment opportunity at this time.
ISB, LBT, FIRST, WINNEBAGO, KRAUSE, WIKERT, and the TRUST may make
additional purchases
Page 6 of 13 Pages
<PAGE>
of Shares for investment in the open market, in privately negotiated
transactions, or from the Issuer, subject to state and federal
regulatory requirements and certain provisions of the Issuer's
Certificate of Incorporation and Bylaws, as mentioned below, and
depending on ISB's, LBT's, FIRST's, WINNEBAGO's, KRAUSE's, WIKERT's,
and/or the TRUST's evaluation of the Issuer's business, prospects and
financial condition, the market for the Shares, other opportunities
available to ISB, LBT, FIRST, WINNEBAGO, KRAUSE, WIKERT, and/or the
TRUST prospects for ISB's, LBT's, FIRST's, WINNEBAGO's, KRAUSE's,
WIKERT's, and/or the TRUST's own business, general economic
conditions, money and stock market conditions and other future
developments. Depending on the same factors, ISB, LBT, FIRST,
WINNEBAGO, KRAUSE, WIKERT, and/or the TRUST may decide to sell all or
part of their respective investments in the Shares, although neither
ISB, LBT, FIRST, WINNEBAGO, KRAUSE, WIKERT, nor the TRUST has any
current intention to do so.
As part of ISB's, LBT's, FIRST's, WINNEBAGO's, KRAUSE's, WIKERT's, and
the TRUST's ongoing assessments of their respective investments in the
Issuer, ISB, LBT, FIRST, WINNEBAGO, KRAUSE, WIKERT, and the TRUST each
reserve the right to contact and meet with management of the Issuer in
the future. As of the date of this Schedule 13D, no Reporting Person
has engaged in discussions with management of the Issuer.
Although ISB's, LBT's, FIRST's, WINNEBAGO's, KRAUSE's, WIKERT's, and
the TRUST's purchases of the Shares have been made solely for
investment purposes, at some future time ISB, LBT, FIRST, WINNEBAGO,
KRAUSE, WIKERT, and/or the TRUST might decide that it is desirable to
seek to acquire the Issuer or to seek to control or otherwise
influence the management and policies of the Issuer. However, the
managements of ISB, LBT, FIRST, and WINNEBAGO respectively, have made
no decision, and have not been authorized by the respective Boards of
Directors of ISB, LBT, FIRST, and WINNEBAGO, to seek to acquire the
Issuer or to seek to control or otherwise influence the management and
policies of the Issuer. Similarly, neither KRAUSE, WIKERT, nor the
TRUST have made a decision to acquire the Issuer or to seek to control
or otherwise influence the management and policies of the Issuer.
According to the Issuer's Subscription and Community Prospectus dated
August 12, 1992, various provisions of the Issuer's Certificate of
Incorporation and Bylaws impose certain restrictions on the
acquisition, ownership and voting of the Shares. Such provisions may
discourage potential takeover attempts, particularly those that have
not been negotiated directly with the Board of Directors of the
Issuer. Included among these provisions are provisions (i) limiting
the voting power of Shares held by persons owning 10% or more of the
Shares, (ii) requiring a supermajority vote of stockholders for
approval of certain business combinations, (iii) establishing
staggered terms for the Board of Directors, (iv) permitting special
meetings of stockholders to be called only by the Board of Directors,
and (v) authorizing a class of preferred stock with terms to be
established by the Board of Directors. These provisions could prevent
the sale or merger of the Issuer even where a majority of
Page 7 of 13 Pages
<PAGE>
the stockholders approve of such transaction. Furthermore, numerous
restrictions are provided for under certain federal and state laws
with respect to the acquisition and ownership of the Shares. For
example, per the Issuer's said prospectus, regulations of the Office
of Thrift Supervision, Department of Treasury ("OTS") prohibit any
person for three years following the conversion of a savings and loan
association (the Issuer's initial public offering of up to 402,500
shares of common stock in August, 1992, was part of such a conversion)
without prior approval of the OTS, from acquiring or making an offer
(if not opposed by the institution) to acquire more than 10% of the
stock of a converted savings and loan association if such person is,
or after consummation of such acquisition would be, the beneficial
owner of more than 10% of the stock of such converted savings and loan
association. Federal law and regulations also require OTS approval
prior to the acquisition of "control" (as defined in OTS regulations)
of an insured institution, including a holding company thereof. These
regulations could have the effect of discouraging takeover attempts of
the Issuer. Additionally, according to the Issuer's said prospectus,
the Issuer's Stock Option and Incentive Plan and the Issuer's
Management Recognition and Retention Plan and Trust as well as certain
proposed employment agreements all contain provisions that could have
the effect of discouraging takeover attempts of the Issuer.
Except as set forth herein, neither ISB, LBT, FIRST, WINNEBAGO,
KRAUSE, WIKERT, nor the TRUST, nor, to the best knowledge of ISB, LBT,
FIRST, and WINNEBAGO any of their respective executive officers or
directors has any present plans or proposals that relate to or would
result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
Board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
Page 8 of 13 Pages
<PAGE>
(h) A class of securities of the Issuer ceasing to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
The fact that the Reporting Persons have filed this Schedule 13D
jointly shall not constitute an admission that the Reporting Persons
are acting in concert for the purpose of the Securities Exchange Act
of 1934 or for any other purpose.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Schedule 13D, ISB owned directly 41,000
Shares, representing approximately 2.48% of the class
outstanding. As of the date of this Schedule 13D, LBT owned
directly 2,000 Shares, representing approximately .12% of the
class outstanding. As of the date of this Schedule 13D, FIRST
owned directly 30,000 Shares, representing approximately 1.81% of
the class outstanding. As of the date of this Schedule 13D,
WINNEBAGO owned directly 6,000 Shares, representing approximately
.36% of the class outstanding. As of the date of this Schedule
13D, KRAUSE owned directly 21,374 Shares, representing
approximately 1.29% of the class outstanding. As of the date of
the Schedule 13D, WIKERT owned directly 10,819 Shares,
representing .65% of the class outstanding. As of the date of
this Schedule 13D, the TRUST owned directly 9,807 Shares,
representing .59% of the class outstanding. Hence, ISB, LBT,
FIRST, WINNEBAGO, KRAUSE, WIKERT, and the TRUST collectively own
121,000 Shares, representing approximately 7.30% of the class
outstanding. As a precautionary measure, ISB, LBT, FIRST,
WINNEBAGO, KRAUSE, WIKERT, and the TRUST have elected to file
this Statement on a joint basis inasmuch as they may be deemed by
a third party to constitute a "group" (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934) due to
their existing management and ownership structures. However, each
Reporting Person expressly disclaims the existence of a group
(within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934) with the other Reporting Persons, and each
Reporting Person further disclaims beneficial ownership of the
other Reporting Persons' Shares. It is noted that the management
structure, stock ownership and shareholders of ISB, LBT, FIRST,
and WINNEBAGO are not identical. In any event, neither the filing
of this Statement nor any of its contents shall be deemed to
constitute an admission that any Reporting Person is the
beneficial owner of any other Reporting Person's Shares or a
Page 9 of 13 Pages
<PAGE>
member of a group either for the purpose of Section 13(d) of the
Securities Exchange Act of 1934 or for any other purpose.
(b) ISB has the sole power to vote or to direct the vote and the
sole power to dispose of, or to direct the disposition of, the
Shares owned by it. LBT has the sole power to vote or to direct
the vote and the sole power to dispose of, or to direct the
disposition of, the Shares owned by it. FIRST has the sole power
to vote or to direct the vote and the sole power to dispose of,
or to direct the disposition of, the Shares owned by it.
WINNEBAGO has the sole power to vote or to direct the vote and
the sole power to dispose of, or to direct the disposition of,
the Shares owned by it. KRAUSE has the sole power to vote or to
direct the vote and the sole power to dispose of, or to direct
the disposition of, the Shares owned by him. WIKERT has the sole
power to vote or to direct the vote and the sole power to dispose
of, or to direct the disposition of, the Shares owned by him. The
TRUST has the sole power to vote or to direct the vote and the
sole power to dispose of, or to direct the disposition of, the
Shares owned by it. Each of the Reporting Persons retains the
absolute right to vote and dispose of its Shares as it
individually determines.
(c) The following table describes any transactions in the Shares
effected during the past 60 days, all of which, except as noted,
were effected in the over-the-counter open market:
SHARE TRANSACTIONS EFFECTED BY ISB:
<TABLE>
<CAPTION>
DATE OF SALE NUMBER OF SHARES SALE PRICE PER
SOLD SHARE
=====================================================
<S> <C> <C>
December 24, 1996 42,000 $6.375
-----------------------------------------------------
</TABLE>
SHARE TRANSACTIONS EFFECTED BY KRAUSE:
<TABLE>
<CAPTION>
DATE OF PURCHASE NUMBER OF SHARES PURCHASE PRICE PER
PURCHASED SHARE
=========================================================
<S> <C> <C>
December 24, 1996 21,374 $6.375
---------------------------------------------------------
</TABLE>
Page 10 of 13 Pages
<PAGE>
SHARE TRANSACTIONS EFFECTED BY WIKERT:
<TABLE>
<CAPTION>
DATE OF PURCHASE NUMBER OF SHARES PURCHASE PRICE PER
PURCHASED SHARE
=========================================================
<S> <C> <C>
December 24, 1996 10,819 $6.375
---------------------------------------------------------
</TABLE>
SHARE TRANSACTIONS EFFECTED BY THE TRUST:
<TABLE>
<CAPTION>
DATE OF PURCHASE NUMBER OF SHARES PURCHASE PRICE PER
PURCHASED SHARE
=========================================================
<S> <C> <C>
December 24, 1996 9.807 $6.375
---------------------------------------------------------
</TABLE>
(d) No person other than ISB has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares owned by ISB. No person other than LBT has
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares
owned by LBT. No person other than FIRST has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares owned by FIRST. No person
other than WINNEBAGO has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Shares owned by WINNEBAGO. No person other than
KRAUSE has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
Shares owned by KRAUSE. No person other than WIKERT has the right
to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares owned by WIKERT. No
person other than the TRUST has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares owned by the TRUST.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described in the Statement on Schedule 13D, neither ISB,
LBT, FIRST, WINNEBAGO, KRAUSE, WIKERT, nor the TRUST, nor, to the best
knowledge of ISB, LBT, FIRST, and WINNEBAGO any of the respective
executive officers and directors of ISB, LBT, FIRST, and WINNEBAGO has
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the
Issuer, finder's fees, joint ventures, loan or option
Page 11 of 13 Pages
<PAGE>
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Subject to the foregoing, ISB, LBT, FIRST, WINNEBAGO, KRAUSE, WIKERT,
and the TRUST agree and understand that this Statement is being filed
on a joint basis and thus it is being filed on behalf of each such
Reporting Person. This joint filing agreement is evidenced by the
signatures of the Reporting Person's respective authorized
representatives as set forth below.
Signatures
----------
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
I.S.B. BANCORPORATION, INC.
Dated: ____________________ By: _____________________________________
W.A. Krause, Secretary and Treasurer
L.B.T. BANCORPORATION
Dated: ____________________ By: _____________________________________
W.A. Krause, Secretary and Treasurer
FIRST LIBERTY BANCORP.
Dated: ____________________ By: _____________________________________
W.A. Krause, Secretary and Treasurer
WINNEBAGO COUNTY BANCORPORATION
Dated: ____________________ By: _____________________________________
W.A. Krause, Secretary and Treasurer
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<PAGE>
Dated: ____________________ _____________________________________
W.A. Krause
Dated: ____________________ _____________________________________
Richard O. Wikert
THE C. WILSON PERSINGER TRUST
Dated: ____________________ By: _____________________________________
C. Wilson Persinger, Trustee
Page 13 of 13 Pages
