UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 17, 2003
BLACKHAWK BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Wisconsin 0-18599 39-1659424
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(State or other jurisdiction (Commission File Number) (IRS Employer Number)
of incorporation)
400 Broad Street, Beloit, WI 53511
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (608) 364-8911
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Item 5: Other Events.
On March 17, 2003, Blackhawk Bancorp, Inc. ("Blackhawk"), and DunC Corp.
("DunC"), and Merger Corp., a wholly owned subsidiary of Blackhawk
("MergerCorp"), entered into an Agreement and Plan of Merger, pursuant to which
MergerCorp will be merged with and into DunC. As a result of the merger, each
issued and outstanding share of DunC common stock (excluding treasury shares)
will be converted into approximately $1518 cash.
The merger is subject to approval by the shareholders of DunC who own at
least a majority of the issued and outstanding common stock of DunC no later
than July 15, 2003, receipt of certain regulatory approvals and other customary
conditions set forth in the Agreement and Plan of Merger. The Agreement and
Plan of Merger is included herewith as Exhibit 2.1.
Pursuant to the Agreement and Plan of Merger, upon consummation of the
merger, the Articles of Incorporation of MergerCorp shall be the Articles of
Incorporation of the surviving corporation, and the Bylaws of MergerCorp shall
be the Bylaws of the surviving corporation, until each is amended in accordance
with law. The directors and officers of MergerCorp will be the directors and
officers of the surviving corporation.
The Agreement and Plan of Merger may be terminated by either Blackhawk or
DunC if the merger has not been consummated by November 1, 2003, provided the
party seeking to terminate the Agreement and Plan of Merger is not then in
material breach of the Agreement and Plan of Merger.
Concurrent with the Merger or promptly thereafter, Blackhawk plans to
consolidate MergerCorp and the Bank with and into Blackhawk and Blackhawk State
Bank, respectively.
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
Blackhawk Bancorp, Inc., DunC Corp. 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 Blackhawk and/or the combined company. These forward-looking
statements involve certain risks and uncertainties. Factors which could cause
such a variance to occur include, but are not limited to: the requisite
shareholder and/or regulatory approvals of the transaction might not be obtained
within the contemplated timeframe; heightened competition; adverse state and
federal regulation; failure to obtain new or retain existing clients; ability to
attract and retain key executives and personnel; changes in interest rates;
unanticipated changes in industry trends; unanticipated changes in credit
quality and risk factors, including general economic conditions; changes in the
Federal Reserve Board monetary policies; unexpected outcomes of new and existing
litigation in which Blackhawk or its subsidiaries, officers, directors or
employees is named defendants; technological changes; changes in accounting
principles generally accepted in the United States; changes in assumptions or
conditions affecting the application of "critical accounting policies;" and the
inability of third party vendors to perform critical services for the company or
its clients. Blackhawk and DunC do not undertake any obligation to update any
forward looking statement to reflect circumstances or events that occur after
the date the forward looking statement is made. Blackhawk's filings are
available with the SEC free of charge at the SEC's website at http://www.sec.gov
and/or from Blackhawk.
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 thereunto duly authorized.
Date: March 17, 2003 BLACKHAWK BANCORP, INC.
/s/R. Richard Bastian III
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R. Richard Bastian, III
President and Chief Executive
Officer
(Duly authorized officer of the
registrant)
EXHIBIT INDEX TO FORM 8-K OF
BLACKHAWK BANCORP, INC.
DATED MARCH 17, 2003
Pursuant to Section 102(d) of Regulation S-T
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of March 17, 2003 by and among
Blackhawk Bancorp, Inc., DUNC Merger Corporation, and DUNC Corp.
(omitting schedules and exhibits).
99.1 Press Release dated March 18, 2003.