-----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, WK55bqa+8+E5TvNZscKBsaFzCVyEphq4Hl71uUFF7eJYRdt8+KPJIRIKiqS9On4+ zS1+upZ0neBmFfyGwYiRcw== 0000943374-05-000348.txt : 20050406 0000943374-05-000348.hdr.sgml : 20050406 20050406143308 ACCESSION NUMBER: 0000943374-05-000348 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050401 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050406 DATE AS OF CHANGE: 20050406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Federal of Northern Michigan Bancorp, 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: 05736549 BUSINESS ADDRESS: STREET 1: 100 SOUTH SECOND AVENUE CITY: ALPNEA STATE: MI ZIP: 49707 BUSINESS PHONE: (989) 356-9041 MAIL ADDRESS: STREET 1: 100 SOUTH SECOND AVENUE CITY: ALPENA STATE: MI ZIP: 49707 FORMER COMPANY: FORMER CONFORMED NAME: ALPENA BANCSHARES INC DATE OF NAME CHANGE: 20001114 8-K 1 form8k_040605.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): April 1, 2005 First Federal of Northern Michigan Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 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 April 1, 2005, First Federal of Northern Michigan Bancorp, Inc. (the "Company") completed its stock offering in connection with the second-step conversion of Alpena Bancshares, M.H.C. The Company, the successor to Alpena Bancshares, Inc., is the stock holding company of First Federal of Northern Michigan, a federal savings association. A copy of the press release dated April 1, 2005, giving details associated with the transaction 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 ----------- ----------- 99.1 Press release dated April 1, 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. FIRST FEDERAL OF NORHTERN MICHIGAN BANCORP, INC. DATE: April 5, 2005 By: /s/ Michael W. Mahler -------------------------------------- Michael W. Mahler Executive Vice President 3 EX-99.1 2 form8k-ex991_040605.txt EXHIBIT 99.1 PRESS RELEASE OF FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. FOR IMMEDIATE RELEASE April 1, 2005 Contact: Martin A. Thomson President and Chief Executive Officer Alpena Bancshares, Inc. (989) 356-9041 FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. COMPLETES STOCK OFFERING AND SECOND-STEP CONVERSION OF ALPENA BANCSHARES, M.H.C. Alpena, Michigan - (April 1, 2005) First Federal of Northern Michigan Bancorp, Inc. (Nasdaq: FFNM)(the "Company") announced today that it completed its stock offering in connection with the second-step conversion of Alpena Bancshares, M.H.C. The Company, the successor to Alpena Bancshares, Inc., is the stock holding company of First Federal of Northern Michigan, a federal savings association. In the stock offering, shares representing Alpena Bancshares, M.H.C.'s ownership interest in Alpena Bancshares, Inc. were sold to investors. A total of 1,699,869 shares of common stock were sold at $10.00 per share. In addition, each outstanding share of common stock of Alpena Bancshares, Inc. as of the close of trading on April 1, 2005 was converted into the right to receive 1.8477 shares of the Company's common stock. Holders of stock certificates of Alpena Bancshares, Inc. will receive documentation to effect the share exchange; stockholders whose shares are held in street name will have the exchange effected automatically. Cash will be issued in lieu of fractional shares at a rate of $10.00 per share. The Company also issued 33,997 shares of common stock and contributed $339,997 in cash to First Federal Community Foundation, a new charitable foundation established in the conversion. As a result of the transaction, the Company will have 3,100,191 shares of common stock issued and outstanding, subject to adjustment for cash payments in lieu of fractional shares. Shares of the Company's common stock will trade on the Nasdaq National Market under the symbol "FFNM" beginning Monday, April 4, 2005. The subscription offering was managed by Ryan Beck and Co., Inc. Luse Gorman Pomerenk & Schick P.C. acted as special legal counsel to First Federal of Northern Michigan Bancorp, Inc. and First Federal of Northern Michigan. * * * (End) -----END PRIVACY-ENHANCED MESSAGE-----