-----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, Mc5f8pxYri/T+iU7Ec0i+l/w6ZVr4LXyKS6ZAphDleb/jIIz34YAIiI+leoP5BaB s38e7Y8sFkSWdlzf85aACg== 0000943374-05-000278.txt : 20050330 0000943374-05-000278.hdr.sgml : 20050330 20050330142833 ACCESSION NUMBER: 0000943374-05-000278 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050324 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050330 DATE AS OF CHANGE: 20050330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALPENA BANCSHARES INC CENTRAL INDEX KEY: 0001128227 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 383567362 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31957 FILM NUMBER: 05713442 BUSINESS ADDRESS: STREET 1: 100 SOUTH SECOND AVENUE CITY: ALPNEA STATE: MI ZIP: 49707 BUSINESS PHONE: 5173569041 MAIL ADDRESS: STREET 1: 100 SOUTH SECOND AVENUE CITY: ALPENA STATE: MI ZIP: 49707 8-K 1 form8k_033005.txt 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): March 24, 2005 Alpena Bancshares, Inc. (Exact name of registrant as specified in its charter) Federal 0-31957 38-3567362 - ---------------------------- --------------------- ------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 100 S. Second Ave., Alpena, Michigan 49707 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (989) 356-9041 Not Applicable ------------------------------------------------------------- (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 March 24, 2005, Alpena Bancshares, Inc. (the "Company") announced that it has received final regulatory approval to consummate the second-step mutual-to-stock conversion of Alpena Bancshares, M.H.C., and the related stock offering in which shares of common stock representing Alpena Bancshares, M.H.C.'s ownership interest in the Company will be sold to investors. Additionally, the Company announced that the plan of conversion and reorganization of Alpena Bancshares, M.H.C. and the issuance and contribution of cash and common stock to First Federal Community Foundation, a charitable foundation established by the Company, were approved by the stockholders of the Company and the members of Alpena Bancshares, M.H.C. on March 23, 2005. First Federal of Northern Michigan Bancorp, Inc., which will be the successor to the Company upon consummation, has accepted orders to purchase 1,699,869 shares of common stock at a purchase price of $10.00 per share. As a part of the conversion, public stockholders of the Company as of the consummation date will receive 1.8477 shares of First Federal of Northern Michigan Bancorp, Inc. common stock in exchange for each of their existing shares of Company common stock. Cash will be issued in lieu of any fractional shares. The share exchange will occur on April 1, 2005. A press release dated March 24, 2005 and a press release dated March 29, 2005, giving details associated with the subscription offering and the community offering are attached as Exhibits 99.1 and 99.2 to this report. Item 9.01. Financial Statements and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press release dated March 24, 2005 99.2 Press release dated March 29, 2005 2 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: March 30, 2005 By: /s/ Martin A. Thomson ------------------------------------- Martin A. Thomson President and Chief Executive Officer 3 EX-99.1 2 form8k_ex991-033005.txt PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE OF ALPENA BANCSHARES, INC. Alpena Bancshares, Inc. 100 S. Second Ave. Alpena, MI 49707 (989) 356-9041 FOR IMMEDIATE RELEASE March 24, 2005 Contact: Martin A. Thomson President and Chief Executive Officer Alpena Bancshares, Inc. (989) 356-9041 Alpena Bancshares, Inc. Receives Regulatory and Stockholder Approval to Complete Second Step Conversion and Stock Offering Alpena, Michigan - Alpena Bancshares, Inc. (the "Company"), the holding company for First Federal of Northern Michigan, has received final regulatory approval to consummate the second-step mutual-to-stock conversion of Alpena Bancshares, M.H.C., in which shares of common stock representing Alpena Bancshares, M.H.C.'s ownership interest in the Company will be sold to investors. After consummation of the conversion and stock offering, Alpena Bancshares, M.H.C. will cease to exist and the Company will be succeeded by First Federal of Northern Michigan Bancorp, Inc., a Maryland corporation and new holding company for First Federal of Northern Michigan. As a result, First Federal of Northern Michigan Bancorp, Inc. will become wholly owned by public stockholders. The transactions are expected to be consummated upon the close of business on April 1, 2005. The plan of conversion and reorganization of Alpena Bancshares, M.H.C. and the issuance and contribution of cash and common stock to First Federal Community Foundation, a charitable foundation established by the Company, were approved by the stockholders of the Company and the members of Alpena Bancshares, M.H.C. on March 23, 2005. First Federal of Northern Michigan Bancorp, Inc. has accepted orders to purchase 1,701,202 shares of common stock at a purchase price of $10.00 per share. As a part of the conversion, public stockholders of the Company as of the consummation date will receive 1.8491 shares of First Federal of Northern Michigan Bancorp, Inc. common stock in exchange for each of their existing shares of Company common stock. Cash will be issued in lieu of any fractional shares. The share exchange will occur on April 1, 2005. After the consummation of the offering, the existing publicly traded shares of the Company will cease trading. First Federal of Northern Michigan Bancorp, Inc.'s common stock will trade on the Nasdaq National Market under the symbol "FFNM." This press release contains forward-looking statements about the total shares outstanding following the completion of the transactions and the anticipated consummation date. Projections about future events are subject to risks and uncertainties that could cause actual results to differ materially. Factors that might cause such differences include, but are not limited to, delays in completing the transaction and changes in the securities markets. * * * EX-99.2 3 form8k_ex992-033005.txt PRESS RELEASE EXHIBIT 99.2 PRESS RELEASE OF ALPENA BANCSHARES, INC. FOR IMMEDIATE RELEASE March 29, 2005 Contact: Martin A. Thomson President and Chief Executive Officer Alpena Bancshares, Inc. (989) 356-9041 Alpena Bancshares, Inc. Updates Share Total and Exchange Ratio in Second-Step Conversion and Stock Offering Alpena, Michigan - Based on final order totals, Alpena Bancshares, Inc. (the "Company") updated the number of shares First Federal of Northern Michigan Bancorp, Inc. expects to sell in the second-step conversion and stock offering to 1,699,869 shares at a purchase price of $10.00 per share. The ratio of First Federal of Northern Michigan Bancorp, Inc. shares that will be exchanged for each share of existing Company common stock was also updated to 1.8477. The updated share total and exchange ratio supercede those announced by the Company in its March 24, 2005 press release. This press release contains forward-looking statements about the total shares outstanding following the completion of the transactions. Projections about future events are subject to risks and uncertainties that could cause actual results to differ materially. Factors that might cause such differences include, but are not limited to, delays in completing the transaction and changes in the securities markets. -----END PRIVACY-ENHANCED MESSAGE-----