<Page>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report DECEMBER 20, 2001
(Date of earliest event reported) OCTOBER 9, 2001
LANDMARK BANCORP, INC.
(F/K/A LANDMARK MERGER COMPANY)
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
62466 43-1930755
(Commission File Number) (I.R.S. Employer Identification Number)
800 POYNTZ AVENUE, MANHATTAN, KANSAS 66502
(Address of principal executive offices) (Zip Code)
(785) 565-2000
(Registrant's telephone number, including area code)
<Page>
Landmark Bancorp, Inc., a Delaware corporation (the "Registrant"), hereby amends
Item 7 of its Current Report on Form 8-K, originally filed with the Securities
and Exchange Commission on October 12, 2001, as set forth in the pages attached
hereto. In the initial Form 8-K, the Registrant disclosed the merger transaction
whereby MNB Bancshares, Inc. ("MNB") and Landmark Bancshares, Inc. ("LBI")
merged with and into the Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
1. MNB's consolidated financial statements for the three fiscal
years ended December 31, 2000 are included in Exhibit 99.1
attached hereto and incorporated herein.
2. MNB's unaudited consolidated balance sheet and statements of
income and cash flow for the six month periods ended June
30, 2001 and 2000 are included in Exhibit 99.2 attached
hereto and incorporated herein.
3. LBI's consolidated financial statements for the three fiscal
years ended September 30, 2000 are included in Exhibit 99.3
attached hereto and incorporated herein.
4. LBI's unaudited consolidated balance sheet and statements of
income and cash flow for the nine month periods ended June
30, 2001 and 2000 are included in Exhibit 99.4 attached
hereto and incorporated herein.
(b) PRO FORMA FINANCIAL INFORMATION.
The unaudited pro forma combined financial information gives
effect to the merger of MNB and LBI with and into Registrant in accordance with
generally accepted accounting principles and is included in Exhibit 99.5
attached hereto and incorporated herein. The unaudited pro forma financial
information is based upon the historical financial statements of the respective
companies.
(c) EXHIBITS.
23.1 Consent of Regier Carr & Monroe, L.L.P.
23.2 Consent of KPMG LLP
99.1 MNB consolidated financial statements for the three fiscal
years ended December 31, 2000.
99.2 MNB unaudited consolidated balance sheet and statements of
income and cash flow for the six month periods ended June
30, 2001 and 2000.
99.3 LBI consolidated financial statements for the three fiscal
years ended September 30, 2000.
<Page>
99.4 LBI unaudited consolidated balance sheet and statements of
income and cash flow for the nine month periods ended June
30, 2001 and 2000.
99.5 Unaudited pro forma financial information for the Registrant
giving effect to the merger transaction previously reported
on the initial Form 8-K.
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.
LANDMARK BANCORP, INC.
Dated: December 20, 2001 By: /s/ Mark A Herpich
----------------------------------
Mark A. Herpich
Vice President, Secretary, Treasurer
and Chief Financial Officer
2