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
Date of Report (Date of earliest event reported): February 28, 2003
Alpena Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
United States 0-31957 38-3567362
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
100 S. Second Avenue, Alpena, Michigan 49707
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(Address of principal executive offices, with zip code)
Registrant's telephone number, including area code: (989) 356-9041
Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
Effective February 28, 2003, First Federal of Northern Michigan (the "Bank"), a
federally chartered savings bank wholly own by Alpena Bancshares, Inc. ("ABI"),
a federally chartered holding company, entered into a Stock Purchase Agreement
with Ralph and Kathleen Stepaniak to acquire the entire issued and outstanding
stock interest of the InsuranCenter Corp. of Alpena ("ICA"). ICA is incorporated
in Michigan and is a licensed insurance agency engaged in the business of
property, casualty, life and group health insurance. ICA will become a wholly
owned subsidiary of the Bank.
The purchase price for the stock is approximately Two Million, Three Hundred
Fifty-Six Thousand, Seven-Hundred Seventy-Two ($2,356,772), including cash in
the amount of One Million Dollars ($1,000,000) and a ten year installment
obligation in the principal amount of One Million, Three Hundred Fifty-six
Thousand Seven Hundred Seventy-Two Dollars ($1,356,772) subject to adjustment as
provided in the Stock Purchase Agreement (the "Purchased Price"). An additional
Nine Hundred Thousand Dollars ($900,000.00) may be paid over the next three
years as "Earn-Out Payments" subject to certain terms and conditions. The Bank
will use available cash to finance the acquisition. The terms of the purchase
agreement, including the Purchase Price and Earn-out Payments, were determined
through arms-length negotiations between the parties.
In connection with the closing of the purchase transaction, Ralph and Kathleen
Stepaniak will enter into Employment Agreements with ICA and will continue to
serve as President and Vice President, Corporate Secretary, respectively, of
ICA. There is no material relationship between the ICA shareholders and ABI or
any of its affiliates, any ABI director or officer, or any associate of any such
director or officer. Closing of the purchase is subject to receipt of all
necessary regulatory approvals. The Bank expects the closing to occur sometime
prior to May 1, 2003.
Item 7. Financial Statements, Pro Forma Financial Information & Exhibits
(a) Financial Statements of Business Acquired. No financial statements are
being filed pursuant to Rule 3-05(b)(2)(i) of Regulation S-X.
(b) Pro Forma Financial Information. No Pro forma financial information is
being filed pursuant to Rule 11-01(c) of Regulation S-X.
(c) Exhibits
No. Description
2.1 Stock Purchase Agreement, dated March 12, 2003, with an
effective date of February 28, 2003, by and among the Bank, ICA
and Ralph and Kathleen Stepaniak (the exhibits and schedules to
this agreement have been omitted from this report pursuant to
Item 601 (b)(2) of Regulation S-K, and ABI agrees to furnish
copies of such omitted documents to the Securities and Exchange
Commission upon request).
99 Press release dated March 12, 2003
By: /s/ Martin A. Thomson
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Its: President and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
the undersigned, hereto duly authorized.
ALPENA BANCSHARES, INC. AND
FIRST FEDERAL OF NORTHERN MICHIGAN
DATE: March 12, 2003 By: /s/ Martin A. Thomson
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Martin A. Thomson
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX-2.1 Stock Purchase Agreement, dated March 12, 2003, with an
effective date of February 28, 2003, by and among the bank, ICA
and Ralph and Kathleen Stepaniak (the exhibits and schedules to
this agreement have been omitted from this report pursuant to
Item 601(b)(2) of Regulation S-K, and ABI agrees to furnish
copies of such omitted documents to the Securities and exchange
Commission upon request).
EX-99 Press Release dated March 12, 2003