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 September 23, 2003
Date of Earliest Event Reported September 23, 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 September 23, 2003, InvestorsBancorp, Inc., a Wisconsin corporation
("INVB"), announced that the merger of Investors Subsidiary, Inc., a Wisconsin
corporation and its wholly-owned subsidiary, ("Investors Subsidiary"), with and
into INVB (the "Merger") had been completed, with INVB continuing as the
surviving corporation.
In the Merger, the shares of common stock of INVB (other than shares held
by George Schonath and certain of his affiliates) was 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 quoted on the OTC bulletin board and the termination of the registration of
such securities pursuant to the Securities Exchange Act of 1934.
The terms of the Merger are described in Amendment No. 2 to Schedule 13E-3,
as filed by INVB, Investors Subsidiary and George Schonath and certain of his
affiliates with the Securities and Exchange Commission on August 14, 2003. A
copy of the press release of INVB with respect to the completion Merger is
included herein as Exhibit 99.1
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.
99.1 Press Release, dated September 23, 2003, announcing
the completion of the 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.
September 23, 2003 InvestorsBancorp, Inc.
By: /s/ GEORGE R. SCHONATH
--------------------------------
George Schonath
Chief Executive Officer
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