-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DPMQYu9mvluc/8tZFJ8qUCCU6KWPX6e2JUtiTvFa6xVEg/4lg5C8Qd1HKA8uZp2m H9fKFUhffGmGlJCdV5AR4Q== /in/edgar/work/0000950124-00-007140/0000950124-00-007140.txt : 20001123 0000950124-00-007140.hdr.sgml : 20001123 ACCESSION NUMBER: 0000950124-00-007140 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLACKHAWK BANCORP INC CENTRAL INDEX KEY: 0000857853 STANDARD INDUSTRIAL CLASSIFICATION: [6035 ] IRS NUMBER: 391659424 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47677 FILM NUMBER: 775216 BUSINESS ADDRESS: STREET 1: 400 BROAD ST CITY: BELOIT STATE: WI ZIP: 53511 BUSINESS PHONE: 6083648911 MAIL ADDRESS: STREET 1: 400 BROAD STREET STREET 2: PO BOX 719 CITY: BELOIT STATE: WI ZIP: 53511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONERTON DENNIS M CENTRAL INDEX KEY: 0001029501 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BLACKHAWK STATE BANK STREET 2: 400 BROAD ST CITY: BELOIT STATE: WI ZIP: 53511 BUSINESS PHONE: 6083648911 MAIL ADDRESS: STREET 1: 400 BROAD ST CITY: BELOIT STATE: WI ZIP: 53511 SC 13D/A 1 c58722a2sc13da.txt AMENDMENT #2 TO SCHEDULE 13D 1 SCHEDULE 13D (RULE 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) BLACKHAWK BANCORP, INC. A Wisconsin corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 09237E 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) Mr. Keith D. Hill Treasurer and Chief Financial Officer Blackhawk Bancorp, Inc. 400 Broad Street Beloit, Wisconsin 53511 (414)364-8911 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Fredrick G. Lautz, Esq. Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414)277-5000 November 22, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP NO. 09237E 10 5 13D PAGE 1 OF 6 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DENNIS M. CONERTON (Social Security Number can be voluntarily provided.) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF AND 00 - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 202,785 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 202,785 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 202,785 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.26% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- 3 ITEM 1. SECURITY AND ISSUER. Name of Issuer and Address of Principal Executive Offices: Blackhawk Bancorp, Inc. 400 Broad Street Beloit, Wisconsin 53511 Security to Which This Statement Relates: Common Stock, $.01 Par Value, per Share ("Blackhawk Common Stock") ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) and (f). This Schedule 13D is filed on behalf of Mr. Dennis Conerton, an individual residing in Illinois, who is a citizen of the United States of America. Mr. Conerton is President and Chief Executive Officer of Blackhawk Bancorp, Inc. ("Blackhawk"). The principal business office of Mr. Conerton is located at 400 Broad Street, Beloit, Wisconsin 53511, which is also Blackhawk's address. (d) and (e). During the last five years, Mr. Conerton has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Since Mr. Conerton last amended this Schedule 13D, he acquired beneficial ownership of 28,620 additional shares of Blackhawk Common Stock through allocations under Blackhawk's Employee Stock Ownership Plan and the vesting of employee and director stock options. The options were granted to Mr. Conerton either as fees for services as a director pursuant to the Blackhawk Bancorp, Inc. 1990 Director Stock Option Plan or as additional compensation for his services as an executive officer pursuant to the Blackhawk Bancorp, Inc. 1994 Executive Stock Option Plan. Mr. Conerton has exercised certain of the options using personal funds to pay the exercise price. ITEM 4. PURPOSE OF THE TRANSACTION. Mr. Conerton has served as a director of Blackhawk since its 1990 initial public offering and, as of February 20, 1995, was appointed as Blackhawk's President and Chief Executive Officer. Mr. Conerton purchased shares of Blackhawk's Common Stock in its initial public offering. In addition, prior to becoming the President and Chief Executive Officer of Blackhawk, Mr. Conerton received annual grants of options pursuant to Blackhawk's 1990 Directors Stock Option Plan. The terms of that Plan provide for the annual vesting of one-third of the options granted thereunder. 2 4 When Mr. Conerton was appointed as President and Chief Executive Officer, Blackhawk made a special grant of options to him under the Blackhawk 1994 Executive Stock Option Plan. Mr. Conerton has continued to participate in that Plan and has received additional grants thereunder with other executive officers since that time. The Blackhawk 1994 Executive Stock Option Plan also provides for the annual vesting of one-third of the options granted thereunder. On November 22, 2000 Mr. Conerton acquired beneficial ownership of 5,833 shares of Blackhawk's Common Stock as a result of the vesting of options that will occur on January 21, 2001 (sixty (60) days after November 22, 2000), which caused his total beneficial ownership of shares of Blackhawk Common Stock to increase more than one percentage point over the percentage of beneficial ownership reported in the last amendment he filed to this Schedule 13D. That event gave rise to Mr. Conerton's filing of this Amendment under the provisions of Rule 13d-2(a). Mr. Conerton has no present intention to effect any transactions in Blackhawk Common Stock or to exercise any of his options in the immediate future, nor does he have any plans or intentions to exercise any control over Blackhawk's management or policies other than in accordance with his duties as a Director and the President and Chief Executive Officer of Blackhawk. More specifically, Mr. Conerton has no plan or proposal which relates to or which would result in: (a) Other than through the future exercise of options granted to him under Blackhawk's stock option plans, the acquisition by any person of additional securities of Blackhawk, or the disposition of securities of Blackhawk; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Blackhawk or any of its subsidiaries; (c) The sale or transfer of a material amount of assets of Blackhawk or any of its subsidiaries; (d) Any change in the present Board of Directors or management of Blackhawk, including any plans or proposals to change the number or terms of Directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of Blackhawk; (f) Any other material change in Blackhawk's business or corporate structure; (g) Changes in Blackhawk's Articles of Incorporation, Bylaws or other actions which may impede the acquisition or control of Blackhawk by any person; 3 5 (h) Causing a class of securities of Blackhawk to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) A class of equity securities of Blackhawk becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) Mr. Conerton owns directly 70,425 shares of Blackhawk Common Stock, and holds presently exercisable options (or options which will become exercisable within 60 days after November 22, 2000) for the purchase of up to an additional 130,600 shares of Blackhawk Common Stock. (c) The following chart reflects all shares of Blackhawk Common Stock of which Mr. Conerton has acquired beneficial ownership since he last amended this Schedule 13D.
Shares Shares Owned Owned Indirectly Options Date Directly By ESOP Vesting TOTAL ---- -------- ------- ------- ----- 03/20/1998 70,425 1,640 102,100 174,165 12/13/1998 3,333 3,333 70,425 1,640 105,433 177,498 BALANCE 12/24/1998 3,334 3,334 70,425 1,640 108,767 180,832 BALANCE 01/21/1999 5,833 5,833 70,425 1,640 114,600 186,665 BALANCE 12/16/1999 500 500 70,425 1,640 115,100 187,165 BALANCE 12/24/1999 3,333 3,333 70,425 1,640 118,433 190,498 BALANCE 12/31/1999 120 120 70,425 1,760 118,433 190,618 BALANCE
4 6
Shares Shares Owned Owned Indirectly Options Date Directly By ESOP Vesting TOTAL ---- -------- ------- ------- ----- 01/21/2000 5,834 5,834 70,425 1,760 124,267 196,452 BALANCE 12/16/2000 500 500 70,425 1,760 124,767 196,952 BALANCE 01/21/2001 5,833 5,833 70,425 1,760 130,600 202,785 BALANCE 03/20/98 bal. 70,425 1,640 102,100 174,165 increase 0 120 28,500 28,620
(d) None. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than Blackhawk's 1990 Directors' Stock Option Plan, its 1994 Executive Stock Option Plan, and its Employee Stock Ownership Plan, each of which is incorporated by reference in this Schedule 13D, and agreements referred to or contained therein, there are no contracts, arrangements, understandings or relationships between Mr. Conerton and any other person, or with respect to any securities of Blackhawk. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Mr. Conerton hereby incorporates into this Schedule 13D the following exhibits by reference to the filings set forth below: EXHIBIT INDEX EXHIBIT NO. ----------- 1 The Blackhawk Bancorp, Inc. 1990 Directors' Stock Option Plan is incorporated herein by reference to Exhibit 10.5 to Amendment No. 1 to Blackhawk's Registration Statement on Form S-1 (Reg. No. 33-32351). 5 7 EXHIBIT NO. ----------- 2 The Blackhawk Bancorp, Inc. 1994 Executive Stock Option Plan, approved by Shareholders of Blackhawk in May 1994, is incorporated herein by reference to Exhibit 10.9 to Blackhawk's 1994 Annual Report on Form 10- KSB, dated March 29, 1995. 3. The Blackhawk Bancorp, Inc. Employee Stock Ownership Plan and Amendment No. 1 thereto are incorporated herein by reference from Exhibit 10.3 to Blackhawk's 1990 Form 10-K, dated March 31, 1990, and Exhibit 10.31 to its 1994 Form 10-KSB, dated March 29, 1995, respectively, and the related Blackhawk Bancorp, Inc. Employee Stock Ownership Trust is incorporated herein by reference from Exhibit 10.4 to Amendment No. 1 to Blackhawk's Registration Statement on Form S-1 (Reg. No. 33-32351) filed on March 5, 1990. SIGNATURE After reasonable 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. Date: November 22, 2000 /s/ Dennis M. Conerton ----------------------------- Dennis M. Conerton 6 -----END PRIVACY-ENHANCED MESSAGE-----