SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10/A
AMENDMENT NO. 2 TO FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934
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)
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Title of class)
The undersigned registrant hereby amends "Item 11--Description of
Registrant's Securities to be Registered" and "Item 15--Financial
Statements and Exhibits" of its Registration Statement on Form 10 as
set forth in the following pages.
Item 11. Description of Registrant's Securities to be Registered.
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 ("Registrant"). As a result of the reincorporation,
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 Registrant is deemed to be
registered under paragraph (g) of Section 12 of the Exchange Act. In
addition, 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.
The description of Registrant's common stock contained under Item 11
of its Form 10 Registration Statement is amended by deleting such
description in its entirety and substituting in lieu thereof the
following:
"Registrant's amended and restated articles of incorporation authorize
the issuance of up to 50,000,000 shares of common stock, $1.00 par
value per share, and up to 5,000,000 shares of preferred stock, $1.00
par value per share.
COMMON STOCK
DIVIDEND RIGHTS. Holders of common stock will be entitled to
dividends as, if and when declared by Registrant's board of directors
out of funds legally available under the Wisconsin Business
Corporation Law (the "WBCL") for such dividends, subject to the
preferential rights of the holders of preferred stock.
VOTING RIGHTS. Each holder of common stock has one vote for each
share of common stock held of record on all such matters submitted to
a vote of the stockholders. Holders of common stock do not have
cumulative voting rights in the election of directors. Directors are
elected by a plurality of the votes cast at a meeting at which a
quorum is present meaning the nominees receiving the most votes will
be elected, whether or not the number of votes cast for any nominee
constitutes a majority of the votes cast at the meeting. All other
matters submitted to a stockholder vote are approved if the votes cast
within the voting group favoring the approval of a matter exceed the
votes cast opposing the matter, unless Registrant's amended and
restated articles of incorporation or the WBCL provide otherwise.
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LIQUIDATION RIGHTS. Upon the voluntary or involuntary liquidation,
dissolution, distribution of assets or winding up of Registrant, the
holders of common stock are entitled to receive, on a pro rata basis,
all of the remaining assets of Registrant, after the distribution of
any preferential amounts to the holders of preferred stock.
Registrant's board of directors has the authority to either distribute
the remaining assets or sell, transfer or otherwise dispose of all or
any part of the remaining assets for cash, stock or other obligations
and distribute the consideration, or it may sell all or part of such
consideration and distribute any remaining balance, to the holders of
common stock.
OTHER. There are no preemptive rights, conversion rights, or
redemption or sinking fund provisions with respect to the shares of
common stock.
The WBCL provides that shareholders of a Wisconsin corporation are
personally liable, up to an amount equal to the par value of the
shares that they own, for all debts owed by the corporation to
employees for services performed, but not exceeding six months'
service in any one case. Although the WBCL specifies that such
liability is limited to the par value of the shares ($1.00 in the case
of Registrant), at least one Wisconsin trial court has interpreted
this to mean the consideration paid to a corporation for shares. This
decision was affirmed by a split decision of the Wisconsin Supreme
Court, with one justice abstaining. As a result, the affirming
decision is without precedential effect.
PREFERRED STOCK
The preferred stock of Registrant may be issued in one or more series
and may be issued at any time and from time to time by Registrant's
board of directors. The terms of each series of preferred stock will
be set forth in resolutions adopted by the board of directors. For
each series of preferred stock, the board of directors has the
authority to determine (but is not limited to) the following:
--the series designation and the number of shares constituting the
series;
--the dividend rate or rates, whether dividends will be cumulative
and, if so, on what terms and from which date or dates;
--whether the shares of the series will have voting rights, and, if
so, the terms of the voting rights;
--whether the shares of the series will be redeemable and, if so, the
redemption price or prices and the terms and conditions of redemption,
which may vary under different conditions and at different redemption
dates;
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--the amount or amounts, if any, that are payable in the event of
voluntary or involuntary liquidation, dissolution or winding up of
Registrant before any payment or distribution of assets to any lower
ranking class or classes of stock;
--whether the shares of the series will be entitled to the benefit of
a sinking or retirement fund, and the amount of the fund and the
manner of its application;
--whether shares of the series will be convertible into, or
exchangeable for, shares of stock of any other class or classes and,
if so, the terms and conditions of conversion or exchange, including
the price or prices or the rate or rates of conversion or exchange and
any other adjustment terms; and
--any other preferences, privileges and powers, and relative,
participating, option or other special rights and qualifications,
limitations or restrictions relating to the series that are not
inconsistent with CIB Marine's articles of incorporation.
Registrant currently has no preferred stock issued and outstanding.
CLASSIFIED BOARD OF DIRECTORS
The WBCL permits, and Registrant's amended and restated articles of
incorporation provide, for the board of directors of Registrant to be
divided into three classes, with each class serving a term of three
years. Directors may be removed from office only for cause and by the
affirmative vote of the holders of at least 80% of the outstanding
shares of all classes of stock entitled to vote in the election of
directors.
RESTRICTIONS ON BUSINESS COMBINATIONS AND CHANGE OF CONTROL
TRANSACTIONS
Certain of the provisions described above may have the effect of
delaying, deferring or preventing certain business combination or
change of control transactions. In addition, certain other provisions
of Registrant's amended and restated articles of incorporation and
bylaws and the WBCL, which provisions are described below, may
likewise have the effect of delaying, deferring or preventing certain
business combination or change of control transactions.
FAIR PRICE PROVISION. Registrant's amended and restated articles of
incorporation generally preclude Registrant from entering into a
"business combination" with an "interested shareholder" unless the
transaction has been approved by (1) the holders of at least 80% of
the outstanding voting stock of Registrant and (2) the holders of two-
thirds of the voting stock not held by the interested shareholder or
his or her affiliates or associates. "Interested shareholder"
generally means the beneficial owner of 10% of Registrant's voting
stock, and includes any affiliate or associate of Registrant who, at
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any time during the two-year period before the date at issue, was the
beneficial owner of 10% of Registrant's voting stock. "Business
combination" generally means (1) any merger, consolidation or share
exchange of the corporation or a subsidiary with an interested
shareholder or any other corporation if the merger, consolidation or
share exchange is caused by the interested shareholder; (2) any type
of encumbrance or disposition of the corporation's or a subsidiary's
assets that involves an interested shareholder and represents 1% or
more of the consolidated assets of the corporation; (3) certain
issuances or transfers of securities of the corporation or its
subsidiary to the interested shareholder; (4) any transaction with or
involving the corporation or any of its subsidiaries which has the
effect of increasing the proportionate share of any outstanding class
of securities of the corporation directly or indirectly owned by an
interested shareholder and (5) the adoption of any plan of dissolution
or liquidation, or any plan or proposal for a spin-off or split-up of
the corporation or any of its subsidiaries, proposed by the interested
shareholder.
These super-majority voting provisions will not apply to any
transaction that meets certain procedural requirements and
requirements relating to the fairness of the consideration paid.
UNANIMOUS WRITTEN CONSENT REQUIREMENT. Under the WBCL, shareholders
may take any action that could have been taken at a shareholders'
meeting by unanimous written consent. Action may be taken by less
than unanimous consent, however, only if explicitly authorized by a
corporation's articles of incorporation. Registrant's amended and
restated articles of incorporation explicitly provide that shareholder
action without a meeting may be taken only by all of the shareholders
entitled to vote on the action.
SUPER-MAJORITY VOTING PROVISIONS FOR AMENDMENTS TO ARTICLES AND
BYLAWS. As permitted under the WBCL, Registrant's amended and
restated articles of incorporation impose a super-majority voting
requirement for the approval of an amendment to certain provisions of
the articles. More specifically, the holders of at least 80% of the
outstanding shares of all classes of stock of Registrant then entitled
to vote in the election of directors, voting as one class, will be
required to amend or adopt any provision inconsistent with (1) Section
5.1 (the blank-check preferred stock provisions), (2) certain
provisions of Article 7 (the staggered board and replacement of
directors provisions), (3) Article 8 (the super-majority voting
requirement for amendments to Registrant's bylaws), (4) Article 9 (the
fair price provision), (5) Article 10 (the unanimous written consent
requirement), (6) Article 11 (the provision under which Registrant has
affirmatively elected to be subject to certain antitakeover provisions
under the WBCL) and (7) Article 12 (the super-majority voting
requirement for amendments to certain provisions of the articles).
The super-majority voting requirement generally will not apply,
however, to any proposed amendment to such sections that is approved
by the affirmative vote of 75% of the board.
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The WBCL provides that either the board of directors or the
shareholders may amend or repeal the bylaws of a Wisconsin
corporation, unless the corporation's articles of incorporation
reserve that power exclusively to the shareholders. Under the WBCL,
unless the articles of incorporation (or bylaws adopted under
authority granted in the articles of incorporation) provide otherwise,
shareholders may generally act, and the bylaws of a Wisconsin
corporation may therefore be amended, if the votes cast in favor of a
proposed amendment exceed the votes cast against it at any meeting in
which a quorum is present. Registrant's amended and restated articles
of incorporation modify the statutory provision. The articles provide
that no provision of Registrant's bylaws may be amended or repealed,
and no provision inconsistent with any provision of the bylaws may be
adopted, except by (1) the affirmative vote of a majority of the
members of the board or (2) by the affirmative vote of at least 80% of
the outstanding shares of all classes of stock of Registrant generally
entitled to vote in the election of directors, considered as one
class.
ADVANCE NOTICE REQUIREMENTS. Registrant's bylaws establish advance
notice requirements for the nomination, other than by or at the
direction of the board of directors, of candidates for election as
directors and for bringing any business proposal before an annual
meeting of shareholders. In general, to comply with the advance
notice requirements, a shareholder must deliver notice of the
nomination or other business in writing to the secretary of Registrant
not less than 60 nor more than 90 days in advance of the first
anniversary of the preceding year's annual meeting. Those dates are
subject to adjustment if the date of an annual meeting is more than 30
days before or more than 60 days after the anniversary of the
preceding year's annual meeting. If the notice is given in connection
with a shareholder's nomination of a director, it must include certain
information concerning the proposed nominee, including the information
that would be required to be disclosed in a proxy statement under the
Securities Exchange Act of 1934 in connection with the solicitation of
proxies for the election of directors (E.G., information about the
nominee's involvement in legal proceedings, background, and
relationships with Registrant and the nominee's written consent to
being named as a nominee and serving as a director). If the notice is
given in connection with business that the shareholder proposes to
bring before an annual meeting, the notice must include a brief
description of the business to be brought, the reasons for conducting
the business at the annual meeting, and any material interest of the
shareholder in such business. If Registrant calls a special meeting
of shareholders for the purpose of electing one or more directors, a
shareholder must also comply with the advance notice and disclosure
requirements in order to nominate a person for election to such a
position. If Registrant calls a special meeting to consider any
business other than the election of directors, the business brought
before that meeting will be limited to the business specified in the
notice of meeting. Shareholders will not have the right to propose
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business at a special meeting of shareholders called by the board of
directors or upon the demand of other shareholders.
PROCEDURES TO BE FOLLOWED TO CALL SPECIAL MEETINGS. Registrant's
bylaws require shareholders to follow certain procedures if they
propose to call a special meeting. More specifically, the bylaws
require any shareholder who proposes to call a special meeting to
deliver a signed demand to the board of directors, (1) specifying his
or her name, address, and the number of shares of Registrant's stock
he or she holds of record or beneficially and the purpose or purposes
for which the special meeting is to be called and (2) requesting the
board of directors to fix a special record date for determining
shareholders entitled to demand that a special meeting be called.
Shareholders who hold, in the aggregate, 10% of the outstanding shares
of Registrant's stock entitled to vote on the matter for which the
meeting is called are required to submit signed demands, containing
similar information, within 70 business days of the record date fixed
by the board of directors for such purposes. In addition,
shareholders who actively participate in the solicitation of proxies
(or, if fewer than ten shareholders submit demands, all of the
shareholders who submit demands) must enter into an agreement to pay
Registrant's costs of holding the special meeting, including its costs
in soliciting proxies in opposition to the shareholder proposal, if
the proposals brought by the shareholders at the special meeting are
not approved.
FAIR PRICE STATUTE. Sections 180.1130 to 180.1134 of the WBCL (the
"Wisconsin Fair Price Statute") applies to Registrant. Under the
Wisconsin Fair Price Statute, Registrant generally is precluded from
entering into a "business combination" with an "interested
shareholder" unless the transaction has been approved by (1) the
holders of at least 80% of the outstanding shares of the common stock
and (2) the holders of two-thirds of the voting stock not held by the
interested shareholder or his or her affiliates.
A "business combination" generally is defined as (1) a merger or share
exchange of the corporation or a subsidiary with an interested
shareholder or any other corporation if the merger or share exchange
is caused by the interested shareholder and (2) a sale, lease,
exchange or other disposition of all or substantially all of the
assets of the corporation to an interested shareholder. An
"interested shareholder" is defined as any individual, corporation or
other entity which (1) is the beneficial owner of 10% or more of the
outstanding voting stock of the corporation or (2) is an affiliate of
the corporation and was the owner of 10% or more of the outstanding
voting stock of the corporation at any time within the two-year period
immediately before the date on which a determination is being made as
to whether such person is an interested shareholder.
The super-majority voting requirement generally does not apply if
certain procedural requirements and requirements relating to the
fairness of the consideration to be paid are met.
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BUSINESS COMBINATION STATUTE. Sections 180.1140 to 180.1145 of the
WBCL (the "Wisconsin Business Combination Statute") applies to
Registrant. The Wisconsin Business Combination Statute prohibits a
corporation from engaging in a business combination (other than a
business combination of a type specifically excluded from the coverage
of the statute) with an interested shareholder for a period of three
years following the date the person becomes an interested shareholder,
unless the board of directors either approved the business combination
or approved, in advance, the acquisition of the stock that resulted in
the person becoming an interested shareholder. Business combinations
after the three-year period following the stock acquisition date are
permitted only if (1) the board of directors approved the acquisition
of the stock before the acquisition date, (2) the business combination
is approved by a majority of the outstanding voting stock not
beneficially owned by the interested shareholder, or (3) the
consideration to be received by shareholders meets certain
requirements of the statute with respect to form and amount.
The Wisconsin Business Combination Statute defines a "business
combination" to include a merger or share exchange, sale, lease,
exchange, mortgage, pledge, transfer or other disposition of assets
equal to at least 5% of the market value of the stock or assets of the
company or 10% of its earning power, or issuance of stock or rights to
purchase stock with a market value equal to at least 5% of the
outstanding stock, adoption of a plan of liquidation and certain other
transactions involving an "interested shareholder." An "interested
shareholder" is defined as a person who beneficially owns, directly or
indirectly, 10% of the voting power of the outstanding voting stock of
a corporation or who is an affiliate or associate of the corporation
and beneficially owned 10% of the voting power of the then outstanding
voting stock within the last three years. The prohibition on business
combinations applies for three years after the acquisition of at least
10% of the outstanding shares without regard to the percentage of
shares owned by the interested shareholder and cannot be avoided by
subsequent action of the board of directors.
WBCL DEFENSIVE ACTION RESTRICTION. Section 180.1134 of the WBCL (the
"Wisconsin Defensive Action Restriction") applies to Registrant. It
provides that, in addition to the vote otherwise required by law or
the articles of incorporation of an "issuing public corporation" (as
more fully defined below) the approval of the holders of a majority of
the shares entitled to vote on the proposal is required before a
Wisconsin corporation can take certain actions while a takeover offer
is being made or after a takeover offer has been publicly announced
and before it is concluded. Those actions include (1) acquiring more
than 5% of its outstanding voting shares at a price above the market
price from any individual or entity that owns more than 3% of the
outstanding voting shares and has held such shares for less than two
years, unless an equal offer is made to acquire all voting shares; or
(2) selling or optioning assets of the corporation which amount to at
least 10% of the market value of the corporation, unless in such case,
the corporation has at least three independent directors and a
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majority of the independent directors vote to have the provision not
apply to the corporation.
WBCL CONTROL SHARE STATUTE. Section 180.1150 of the WBCL (the
"Wisconsin Control Share Statute") applies to Registrant. It provides
that, unless otherwise provided in a corporation's articles of
incorporation, the voting power of shares of an "issuing public
corporation" held by a person (or group of persons acting in concert)
in excess of 20% of the voting power of the corporation's shares in
the election of directors will be limited to 10% of the full voting
power of those shares. This provision does not apply (1) to shares
acquired from the issuing public corporation, (2) to shares acquired
in a transaction with respect to which the corporation's shareholders
have voted (either before or after the acquisition of the shares) to
restore the full voting power of the shares, and (3) under certain
other circumstances specified in the Wisconsin Control Share Statute.
RIGHTS OF OFFICERS AND DIRECTORS TO CONSIDER INTERESTS OF OTHER
CONSTITUENCIES. Under Section 180.027 of the WBCL, the directors or
officers of a Wisconsin corporation may, in considering the best long-
term and short-term interests of a Wisconsin corporation, consider the
effects of any action (including an action relating to a change in
control of the corporation) upon employees, suppliers, and customers
of the corporation or the communities in which it has offices or any
other pertinent factors."
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Item 15. Financial Statements and Exhibits.
(b) Exhibits
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)
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SIGNATURES
----------
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, Registrant has duly caused this amendment to its
Form 10 Registration Statement 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
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EXHIBIT INDEX
-------------
Exhibit
Number Description
------- -----------
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)