=============================================================================== SECURITIES AND 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 APRIL 25, 1997 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) ------------------------------- FIRST OZAUKEE CAPITAL CORP. (Exact Name of Registrant as Specified in its Charter) WISCONSIN (State or Other Jurisdiction of Incorporation) 0-24664 39-1781744 (Commission File Number) (IRS Employer Identification No.) W61 N526 Washington Avenue, Cedarburg, Wisconsin 53012 (Address of Principal Executive Offices) (Zip Code) (414) 377-0750 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) =============================================================================== 2 ITEM 5. OTHER EVENTS On April 25, 1997, the Registrant signed a definitive Agreement and Plan of Reorganization that provides for the acquisition of the Registrant, and its wholly-owned banking subsidiary, by Central Illinois Bancorp, Inc., Sidney, Illinois ("CIB"). Under the terms of the definitive agreement, CIB will acquire all of the outstanding shares of the Registrant through an exchange for cash pursuant to a merger. For information regarding the terms of the proposed transaction, reference is made to the definitive agreement and the press release dated April 25, 1997, which are attached hereto as Exhibits 2 and 99, respectively, and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit 2 Agreement and Plan of Reorganization, dated as of April 25, 1997 Exhibit 99 April 25, 1997 Press Release 3 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 hereunto duly authorized. FIRST OZAUKEE CAPITAL CORP. By: /s/ Russell S. Jones ----------------------------------------- Russell S. Jones, President and Chief Executive Officer Dated: May 2, 1997 4 EXHIBIT INDEX Number Description - ------ ----------- 2 Agreement and Plan of Reorganization, dated as of April 25, 1997. 99 April 25, 1997 Press Release.