SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
FIRST MANITOWOC BANCORP, INC.
(NAME OF ISSUER)
First Manitowoc Bancorp, Inc.
(NAME OF PERSONS FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
0000719495
(CUSIP NUMBER OF CLASS OF SECURITIES)
THOMAS J. BARE
FIRST MANITOWOC BANCORP, INC.
402 NORTH EIGHTH STREET
MANITOWOC, WISCONSIN 54221-0010
(NAME, ADDRESS, AND TELEPHONE NUMBERS OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
COPIES TO:
K. THOR LUNDGREN, ESQ.
W. CHARLES JACKSON, ESQ.
MICHAEL BEST & FRIEDRICH LLP
100 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X] Check the following
box if the filing is a final amendment reporting the results of the
transaction: [ ]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
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$135,276,726 $15,922.07
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(1) The filing fee was determined based on the product of: (a) the maximum
estimated [-] shares of common stock proposed to be acquired from
shareholders in the transaction to which this Schedule 13E-3 relates; and
(b) the maximum estimated consideration of $19.50 per share of common
stock.
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(2) The filing fee, calculated in accordance with Regulation 0-11 under the
Securities Exchange Act of 1934, as amended, equals 000011770 multiplied by
the total Transaction Valuation.
[ ] Check the box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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INTRODUCTION
This Transaction Statement on Schedule 13E-3 (this "Schedule 13E-3") is
being filed by First Manitowoc Bancorp, Inc., a Wisconsin corporation and
registered bank holding company (the "company"), in connection with the merger
of the company with and into Southeastern First Manitowoc Bancorp of Wisconsin,
Inc., a newly formed, wholly owned subsidiary of the company, with the merger
subsidiary being the surviving corporation to the merger.
The primary purpose of the merger is to enable the future operation of
our business as a non-public corporation that is not subject to the annual and
periodic reporting requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The common stock of the surviving corporation is
currently not registered under the Exchange Act and will be exempt from
registration thereunder following the merger because the surviving corporation
will have less than 300 shareholders. Accordingly, following the merger the
surviving corporation and our future business operations will not be subject to
the Exchange Act's annual and periodic reporting requirements.
FORWARD-LOOKING STATEMENTS
This Schedule 13E-3 contains forward-looking statements. The
forward-looking statements are based on management's beliefs, assumptions,
current expectations, estimates and projections about the merger, the plan of
merger, the company itself, the economy and the banking industry itself. Words
such as "anticipates," "believes," "estimates," "expects," "forecasts,"
"intends," "is likely," "plans," "predicts," "projects," variations of such
words and similar expressions are intended to identify such forward-looking
statements. These statements include financial forecasts, which are of limited
value due to the fact that they are only judgments which are dependent upon many
assumptions and factors beyond the control of FMB; and FMB makes no
representations or warranties regarding the accuracy of these forecasts. The
forward-looking statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions ("risk factors") that are difficult
to predict with regard to timing, extent, likelihood and degree of occurrence.
Actual results and outcomes may materially differ from what may be expressed or
forecasted. Risk factors include, but are not limited to, changes in banking
laws and regulations; changes in securities and tax laws; changes in
governmental and regulatory policy; changes in the national and local economy;
changes in costs and other assumptions used in forecasting management's
expectations concerning the costs and cost savings associated with the merger;
the ability of the company to implement effectively the merger; and the ability
to and speed with which the company may achieve all cost savings anticipated
from the merger. These are representative of the risk factors that could cause a
difference between an ultimate actual outcome and a forward-looking statement.
ITEM 1. SUMMARY TERM SHEET.
The sections captioned "SUMMARY TERM SHEET" (page 2) and "QUESTIONS AND ANSWERS"
(page 5) in the Information Statement are hereby incorporated by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
Item 1002 of Regulation M-A
(a) Name and Address. The name of the issuer is First Manitowoc Bancorp,
Inc. The principal executive offices of FMB are located at 402 North
Eighth Street, Manitowoc, Wisconsin 54221-0010 and the telephone number
is (920) 684-6611.
(b) Securities. The exact title of each class of the subject equity
securities is "Common Stock, par value $1.00 per share." As of February
25, 2005, the number of shares of our common stock outstanding was
6,937,268.
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(c) Trading Market and Price. The section captioned "INFORMATION ABOUT FMB
AND ITS AFFILIATES - Market Price and Dividend Information" (page 30)
in the Information Statement is hereby incorporated by reference.
(d) Dividends. The section captioned "INFORMATION ABOUT FMB AND ITS
AFFILIATES - Market Price and Dividend Information" (page 35) in the
Information Statement is hereby incorporated by reference.
(e) Prior Public Offerings. Not applicable.
(f) Prior Stock Purchases: The section captioned "INFORMATION ABOUT FMB AND
ITS AFFILIATES - Market Price and Dividend Information" (page 35) in
the Information Statement is hereby incorporated by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
Item 1003 of Regulation M-A:
(a)-(c) Name and address; Business Background of Filing Persons: The sections
captioned "SUMMARY TERM SHEET" (page 2), "QUESTIONS AND ANSWERS" (page
5), and "INFORMATION ABOUT FMB AND ITS AFFILIATES" (page 30) in the
Information Statement are hereby incorporated by reference.
(c) (3) No director, executive officer or affiliate of the company was
convicted in a criminal proceeding during the past five years
(excluding traffic violations or similar misdemeanors). The company was
convicted in a criminal proceeding during the past five years.
(4) Neither the company nor any director, executive officer or
affiliate of the company was a party to any judicial or administrative
proceeding during the past five years (except for matters that were
dismissed without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future violation of, or
prohibiting activities subject to, federal or state securities laws, or
a finding of any violation of federal or state securities laws.
(5) Each of the directors, executive officers and affiliates of the
company are United States citizens.
ITEM 4. TERMS OF THE TRANSACTION.
Item 1004 of Regulation M-A:
(a) (1) Material Terms. Tender Offers. Not Applicable.
(2) Material Terms. Mergers or Similar Transactions." The sections
captioned "SUMMARY TERM SHEET" (page 2), "QUESTIONS AND ANSWERS" (page
5), and "THE TRANSACTION - Material Terms" (page 24) in the Information
Statement are hereby incorporated by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 1006 of Regulation M-A:
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(b) Use of Securities Acquired. The section captioned "THE TRANSACTION -
Use of Securities Acquired and Plans or Proposals" (page 34) in the
Information Statement is hereby incorporated by reference.
(c)(1)-(8) Plans. The sections captioned "SPECIAL FACTORS - Effects of the
Merger -- Effect on Organization and Management of the Surviving
Corporation" (page 13), and "THE TRANSACTION - Use of Securities
Acquired and Plans or Proposals " (page 34), in the Information
Statement are hereby incorporated by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
Item 1013 of Regulation M-A:
(a) Purposes. The sections captioned "SPECIAL FACTORS - Purposes of the
Merger" (page 9) and "THE TRANSACTION - Use of Securities Acquired and
Plans or Proposals" (page 34) in the Information Statement are hereby
incorporated by reference.
(b) Alternatives. The section captioned "SPECIAL FACTORS - Alternative
Transactions Considered" (page 11) in the Information Statement is
incorporated by reference.
(c) Reasons. The sections captioned "SUMMARY TERM SHEET" (page 2),
"QUESTIONS AND ANSWERS" (page 5), "SPECIAL FACTORS - Our reasons for
Pursuing the Merger" (page 9) and "MATERIAL CHANGES IN RIGHTS OF
CONTINUING SHAREHOLDERS" (page 28) in the Information Statement are
hereby incorporated by reference.
(d) Effects. The sections captioned "SUMMARY TERM SHEET" (page 2),
"QUESTIONS AND ANSWERS" (page 5), "SPECIAL FACTORS - Effects of the
Merger" (page 12) and "MATERIAL CHANGES IN RIGHTS OF CONTINUING
SHAREHOLDERS" (page 28) in the Information Statement are hereby
incorporated by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
Item 1014 of Regulation M-A:
(a) Fairness. The sections captioned "SUMMARY TERM SHEET" (page 2),
"QUESTIONS AND ANSWERS" (page 5), and "SPECIAL FACTORS - Our Position
as to the Fairness of the Merger to Unaffiliated Shareholders" (page
14) in the Information Statement are hereby incorporated by reference.
(b) Factors Considered in Determining Fairness. The sections captioned
"SUMMARY TERM SHEET" (page 2), "QUESTIONS AND ANSWERS" (page 5),
"SPECIAL FACTORS - Our Position as to the Fairness of the Merger to
Unaffiliated Shareholders" (page 14) and "SPECIAL FACTORS - Report of
the Financial Advisor" (page 17) in the Information Statement are
hereby incorporated by reference.
(c) Approval of Security Holders. The sections captioned "SUMMARY TERM
SHEET" (page 2) and "SPECIAL FACTORS - Approval of Security Holders"
(page 15) in the Information Statement are hereby incorporated by
reference.
(d) Unaffiliated Representative. The section captioned "SPECIAL FACTORS -
Provisions for Unaffiliated Shareholders" (page 16) in the Information
Statement is hereby incorporated by reference.
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(e) Approval of Directors. The section captioned "SPECIAL FACTORS -
Approval of FMB Directors" (page 16) in the Information Statement is
hereby incorporated by reference.
(f) Other Offers. The section captioned "SPECIAL FACTORS - Other Offers"
(page 16) in the Information Statement is hereby incorporated by
reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
Item 1015 of Regulation M-A:
(a) Report, Opinion or Appraisal. The section captioned "SPECIAL FACTORS -
Report of Financial Advisor" (page 17) in the Information Statement is
hereby incorporated by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal. The section
captioned "SPECIAL FACTORS - Report of Financial Advisor" (page 17) in
the Information Statement is hereby incorporated by reference.
(c) Availability of Documents. The section captioned "WHERE YOU CAN FIND
ADDITIONAL INFORMATION" (page 39) in the Information Statement is
hereby incorporated by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
Item 1007 of Regulation M-A:
(a) Source of Funds. The section captioned "SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION" (page 30) in the Information Statement is hereby
incorporated by reference.
(b) Conditions. None.
(c) Expenses. The section captioned "SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION" (page 30) in the Information Statement is hereby
incorporated by reference.
(d) Borrowed Funds. Not applicable.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 1008 of Regulation M-A:
(a) Securities Ownership. The section captioned "INFORMATION ABOUT FMB AND
ITS AFFILIATES - Directors and Executive Officers - Interests in
Securities of FMB" (page 33) in the Information Statement is hereby
incorporated by reference.
(b) Securities Transactions. None.
ITEM 12. SOLICITATION OR RECOMMENDATION.
Item 1012(d) and (e) of Regulation M-A:
(d) Intent to Tender or Vote in a Going-Private Transaction. The section
captioned "SPECIAL FACTORS - Interests of Certain Directors and
Officers in the Transaction" (page 16) in the Information Statement is
hereby incorporated by reference.
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(e) Recommendations of Others. Not applicable.
ITEM 13. FINANCIAL STATEMENTS.
Item 1010(a) and (b) of Regulation M-A:
(a) Financial Information.
(i) and (ii). The information contained in the Consolidated Financial
Statements included in First Manitowoc Bancorp, Inc.'s Annual Report on
Form 10-K for the fiscal year ended December 31, 2003, filed with the
SEC on March 12, 2004; and in its Quarterly Report on Form 10-Q for the
three months ended September 30, 2004, filed with the SEC on November
9, 2004.
(iii). The company's book value per share of common stock as of
September 30, 2004 was $9.37. The company's ratio of earnings to fixed
charges was 196.5% and 171.4% for the years ended December 31, 2003 and
2002, respectively, and was 217.4% and 201.2% for the nine months ended
September 30, 2004 and 2003, respectively.
(b) Pro Forma Information. Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Item 1009 of Regulation M-A:
(a) Solicitations or Recommendations. Not applicable.
(b) Employees and Corporate Assets. The section captioned "SOURCE AND
AMOUNTS OF FUNDS OR OTHER CONSIDERATION" (page 30) in the Information
Statement is hereby incorporated by reference.
ITEM 15. ADDITIONAL INFORMATION.
Item 1011(b) of Regulation M-A:
(b) Other Material Information. The additional information contained in the
Information Statement, including all appendices attached thereto, is
hereby incorporated by reference.
ITEM 16. EXHIBITS.
Item 1016(a) through (d), (f) and (g) of Regulation M-A:
(a)(1) Information statement delivered to the shareholders of First Manitowoc
Bancorp, Inc. (the "Information Statement").
(a)(2) Form of Letter to Shareholders delivered with the Information
Statement.
(a)(3) Press Release dated February 25, 2005 (filed as Exhibit 99.1 to First
Manitowoc Bancorp, Inc.'s Current Report on Form 8-K dated February 25,
2005 and incorporated herein by reference).
(b) Not applicable.
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(c) Report of American Appraisal Associates, Inc.
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 28, 2005
FIRST MANITOWOC BANCORP, INC.
By: /s/ Thomas J. Bare
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Thomas J. Bare
President and Chief Executive Officer
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