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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K-A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 4, 2007
DEARBORN BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Michigan | 000-24478 | 38-3073622 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 1360 Porter Street, Dearborn, Michigan | 48124 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:313-565-5700
n/a
(Former name or former address, if changed since last report.)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-l2) | ||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.l4d-2(b)) | ||
| o | Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 2.01 Completion of Acquisition or Disposition of Assets | ||||||||
| Item 8.01 Other Events | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Press Release dated January 4, 2007 | ||||||||
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Item 2.01 Completion of Acquisition or Disposition of Assets
On January 4, 2007, Dearborn Bancorp, Inc., a bank holding company headquartered in Dearborn, Michigan (“Dearborn”) announced that it has consummated the merger of Fidelity Financial Corporation of Michigan, a bank holding company headquartered in Birmingham, Michigan (“Fidelity) into it pursuant to an Agreement and Plan of Merger, dated as of September 14, 2006 (the “Merger Agreement”). Fidelity is the bank holding company for Fidelity Bank.
Under the Merger Agreement the shares of Fidelity common stock issued and outstanding immediately prior to the effective time of the Merger were converted into the right to receive cash in the aggregate amount of $70 million, subject to adjustment under certain circumstances described in the Merger Agreement.
Funds for a portion of the purchase price were derived from a public underwritten offering of Dearborn Common Stock and the balance derived from a bank loan made in the ordinary course of business by Comerica Bank.
For additional information, reference is made to the Merger Agreement included as Exhibit 2.1 to the Form 8-K Report dated September 14, 2006.
Item 8.01 Other Events
On January 4, 2007, Dearborn issued a press release announcing the consummation of the Merger Agreement.
For additional information, reference is made to the press release dated January 4, 2007, which is included as Exhibit 99.1 and is incorporated herein by reference thereto.
Item 9.01 Financial Statements and Exhibits
| (a)(b) | The financial statements of Fidelity are not included in this initial report and it is expected that they will be filed within 30 days. | ||
| (c) | The following exhibit is included with this Report: | ||
| 99.1 Press Release dated January 4, 2007, announcing consummation of the Merger Agreement. |
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The information in this Form 8-K and the attached Exhibits shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any such filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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DEARBORN BANCORP, INC.
FORM 8-K (continued)
FORM 8-K (continued)
SIGNATURES
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 thereunto duly authorized.
| Dearborn Bancorp, Inc. (Registrant) | ||||
| /s/ Jeffrey L. Karafa | ||||
| Jeffrey L. Karafa | ||||
| Vice President, Treasurer and Chief Financial Officer | ||||
Date: January 9, 2007