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): November 12, 2004
Alpena Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Federal 0-31957 38-3567362
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
100 S. Second Ave., Alpena, Michigan 49707
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(Address of principal executive offices) (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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On November 12, 2004, Alpena Bancshares, Inc. (the "Registrant") issued
a press release reporting that the Board of Directors of Alpena Bancshares,
M.H.C. (the "MHC") has adopted a Plan of Conversion and Reorganization to
convert the MHC to a capital stock corporation (the "Conversion"). The MHC owns
approximately 56% of the outstanding common stock of the Registrant, which in
turn owns 100% of the issued and outstanding shares of capital stock of First
Federal of Northern Michigan, a federal savings bank. Upon consummation of the
Conversion, the MHC will cease to exist and its shares of the Registrant's stock
will be cancelled. Existing shares of the Registrant's common stock held by
public stockholders will be exchanged for new shares of the Registrant, pursuant
to an exchange ratio that has yet to be determined and will be based on an
independent appraisal.
A copy of the press release dated November 12, 2004, giving details
associated with the Conversion is attached as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated November 12, 2004
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.
ALPENA BANCSHARES, INC.
DATE: November 17, 2004 By: /s/ Michael W. Mahler
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Michael W. Mahler
Chief Financial Officer
EXHIBIT 99.1
PRESS RELEASE OF ALPENA BANCSHARES, INC.
Alpena Bancshares, Inc.
100 S. Second Ave.
Alpena, MI 49707
(989) 356-9041
November 12, 2004
FOR IMMEDIATE RELEASE
Contact: Martin Thomson, President
and Chief Executive Officer
Alpena Bancshares, Inc.
Tel (989) 356-9041
ALPENA BANCSHARES, INC. ANNOUNCES
ADOPTION OF PLAN TO CONVERT MUTUAL HOLDING
COMPANY TO STOCK FORM
Alpena, Michigan - (November 12, 2004) Alpena Bancshares, Inc. (the
"Company") announced that the Board of Directors of its mutual holding company,
Alpena Bancshares, MHC (the "Mutual Holding Company"), has adopted a plan to
convert the Mutual Holding Company to a capital stock corporation. The Mutual
Holding Company is a federally chartered mutual holding company headquartered in
Alpena, Michigan, and owns 920,000 shares, or approximately 56%, of the
outstanding shares of common stock of the Company, which in turn owns 100% of
the issued and outstanding shares of capital stock of First Federal of Northern
Michigan, a federal savings bank. At September 30, 2004, the Company had total
assets of $254.5 million.
Upon conversion of the Mutual Holding Company, shares of the Company's
common stock held by the public will be exchanged for shares of a new holding
company that, after the completion of the conversion, will be the Bank's parent
holding company. Additional shares of the new holding company, representing the
ownership interest of the Mutual Holding Company, will be offered for sale to
depositors of the Bank and to the public. As a part of the stock issuance, First
Federal of Northern Michigan intends to establish a charitable foundation and to
fund the foundation with shares of the new holding company's common stock and
cash.
The conversion is subject to approval of the Office of Thrift
Supervision as well as the approval of the Mutual Holding Company's members and
the Company's stockholders. Proxy materials setting forth detailed information
relating to the conversion and the offering will be sent to the members of the
Mutual Holding Company and stockholders of the Company for their consideration.
The offering will be made only by means of a prospectus in accordance with
federal law and all applicable state securities laws; this press release shall
not constitute an offer to sell or the solicitation of an offer to buy any
securities. The conversion and the offering are expected to be completed in the
second quarter of 2005.
First Federal of Northern Michigan's normal business operations will
continue without interruption during the stock offering process. The transaction
will not affect the existing terms and conditions of deposit accounts and loans
with First Federal. Deposit accounts will continue to be insured by the FDIC to
the fullest extent permitted by law.
This news release contains certain forward-looking statements, which
are subject to risks and uncertainties. A number of factors could cause actual
conditions, events or results to differ significantly from those described in
the forward-looking statements. The Company's reports filed from time to time
with the Securities and Exchange Commission, including the Company's Form 10-KSB
for the year ended December 31, 2003, describe some of these factors.
Forward-looking statements speak only as of the date they are made and the
Company does not undertake to update forward-looking statements to reflect
circumstances or events that occur after the date of the forward-looking
statements or to reflect the occurrence of unanticipated events.
This press release is not an offer to sell or the solicitation of an offer to
buy the common stock, which is made only pursuant to a prospectus, nor shall
there be any sale of common stock in any state in which such offer, solicitation
or sale would be unlawful before registration or qualification under the
securities laws of any such state.
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(End)