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 MARCH 26, 2003
Date of Earliest Event Reported March 25, 2003
INVESTORSBANCORP, INC.
(Exact name of Registrant as specified in its charter)
WISCONSIN
(State or other jurisdiction of incorporation)
0-29400 39-1854234
(Commission File Number) (I.R.S. Employer Identification Number)
W239 N1700 BUSSE ROAD, WAUKESHA, WISCONSIN 53188
(Address of principal executive offices) (Zip Code)
(262) 523-1000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On March 25, 2003, pursuant to a Subscription Agreement (the
"Subscription Agreement") by and among InvestorsBancorp, Inc., a Wisconsin
corporation ("INVB"), Tom Evans, not individually but as trustee of the Emily A.
Schonath Irrevocable Trust, dated December 31, 1996 (the "EAS Trust"), and Tom
Evans, not individually but as trustee of the Sarah E. Schonath Irrevocable
Trust, dated December 31, 1996 (the "SES Trust" and collectively with the EAS
Trust, the "Trusts"), the Trusts purchased a total of 70,422 shares (the
"Shares") of newly issued shares of common stock of INVB, $0.01 par value per
share (the "Common Stock"), at a purchase price of $14.20 per Share, or
aggregate consideration of approximately $1,000,000. The Trusts subscribed for
the Shares in order to satisfy the capitalization condition for INVB's
participation in a $5 million private offering of subordinated debt securities
through Salomon Smith Barney as placement agent. INVB anticipates using the
proceeds of the subordinated debt securities offering to effectuate the cash-out
going private merger discussed below.
On March 25, 2003, INVB and Investors Subsidiary, Inc., a Wisconsin
corporation and direct wholly owned subsidiary of INVB ("Merger Sub"), entered
into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the
Merger Agreement, Merger Sub will be merged (the "Merger") with and into INVB,
and INVB will continue as the surviving corporation of the Merger. In the
Merger, the shares of common stock of INVB (other than shares held by George
Schonath and certain of his affiliates) will be converted into the right to
receive $14.20 in cash. Warrants issued by INVB will continue to be outstanding
following the Merger and will become obligations of the surviving corporation.
Consummation of the Merger will result in the INVB common stock ceasing
to be listed on the OTC bulletin board and the termination of the registration
of such securities pursuant to the Securities Exchange Act of 1934. The Merger
is subject to receipt of certain regulatory approvals and other customary
conditions set forth in the Merger Agreement. The Merger Agreement is included
herewith as Exhibit 2.1, and a copy of the press release of INVB with respect to
the Merger is included herein as Exhibit 99.1
The preceding summary of certain provisions of the Agreement and Plan
of Merger, a copy of which is filed as an exhibit hereto, is not intended to be
complete and is qualified in its entirety by reference to the full text of such
agreement.
FORWARD-LOOKING STATEMENT DISCLOSURE
This document contains or may contain forward-looking statements about
InvestorsBancorp, Inc., Investors Subsidiary, Inc., and the combined company
which we believe are within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are made in connection to
the financial condition, results of operations, plans, objectives, future
performance and business of InvestorsBancorp, Inc., Investors Subsidiary, Inc.,
and/or the combined company. These forward-looking statements involve certain
risks and uncertainties. There are a number of important factors that could
cause future results to differ materially from historical performance and these
forward- looking statements. Factors that might
cause such a difference include, but are not limited to: (1) competitive
pressures among depository institutions increase significantly; (2) changes in
the interest rate environment reduce interest margins; (3) prepayment speeds,
loan sale volumes, charge-offs and loan loss provisions; (4) general economic
conditions, either national or in Wisconsin, the state in which InvestorsBancorp
does business, are less favorable than expected; (5) legislative or regulatory
changes adversely affect the businesses in which InvestorsBancorp is engaged;
and (6) changes in the securities markets. Further information on other factors
which could effect the financial results of InvestorsBancorp after the merger
are included in InvestorsBancorp's filings with the SEC. These documents are
available free of charge at the SEC's website at http://www.sec.gov and/or from
InvestorsBancorp.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of March 25,
2003 by and between InvestorsBancorp, Inc. and
Investors Subsidiary, Inc. (omitting schedules and
exhibits).
99.1 Press Release, dated March 26, 2003, announcing the
execution of the Agreement and Plan of Merger.
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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.
March 26, 2003 INVESTORSBANCORP, INC.
By: /s/ GEORGE R. SCHONATH
-------------------------------
George Schonath
Chief Executive Officer
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