8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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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): August 8, 2014

FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.

(Exact name of Registrant as specified in its charter)

Maryland (State or Other Jurisdiction of Incorporation) 0-31957  (Commission File Number) 38-0135202 (I.R.S. Employer Identification No.)

100 S. Second Ave., Alpena, Michigan 49707

(Address of principal executive offices)

(989) 356-9041

Registrant's telephone number, including area code

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:
¨	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 2.01  Completion of Acquisition or Disposition of Assets.

On August 8, 2014, First Federal of Northern Michigan Bancorp, Inc. (“First Federal Bancorp”), the holding company of First Federal of Northern Michigan (“First Federal”), a federal savings bank headquartered in Alpena, Michigan, completed its merger with Alpena Banking Corporation (“ABC”), the holding company of Bank of Alpena, a Michigan state bank located in Alpena, Michigan.  The merger was consummated pursuant to the Agreement and Plan of Merger by and between First Federal of Northern Michigan Bancorp, Inc. and Alpena Banking Corporation dated January 23, 2014 (the “Merger Agreement”), by way of a merger of ABC with and into First Federal Bancorp with First Federal Bancorp being the surviving corporation in the merger (the “Merger”).  In connection with the Merger, Bank of Alpena was merged with and into First Federal with First Federal as the surviving institution.

The preceding paragraph is qualified in its entirety by reference to the Merger Agreement, incorporated by reference to Exhibit 10.1 to this Form 8-K.

Pursuant to the Merger Agreement, stockholders of ABC received merger consideration of 1.549 shares of First Federal Bancorp common stock for each share of ABC common stock owned as of the close of business on August 8, 2014, with cash payments in lieu of fractional shares being issued at a rate of $5.64 per share.

A press release detailing the above was issued by First Federal Bancorp, and is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As a result of the completion of the merger of ABC with and into First Federal Bancorp and pursuant to the Merger Agreement, Richard L. Crittenden, Timothy E. Fitzpatrick, Christopher B. McCoy and Eric G. Smith, each a former directors of ABC, have each been appointed to the boards of directors of First Federal Bancorp and First Federal as of August 8, 2014.  No determination has been made as to any board committees to which Messrs. Crittenden, Fitzpatrick, McCoy and Smith may be appointed.  There have been no transactions between First Federal Bancorp or First Federal and Messrs. Crittenden, Fitzpatrick, McCoy or Smith of a nature reportable pursuant to Item 404 of SEC Regulation S-K.

As a result of the completion of the Merger, on August 8, 2014, Craig A. Kus, age 60, was appointed President and Chief Operating Officer of First Federal Bancorp and First Federal.  Since 2001, Mr. Kus has served as President and Chief Executive Officer of ABC and Bank of Alpena.

Item 9.01.              Financial Statements and Exhibits.

(a)   Financial Statements of Businesses Acquired

The financial statements and pro forma information required to be filed by this Item are not available at this time.  Such information will be filed as an amendment to this Current Report on Form 8-K when the information becomes available; however, in no event will such information be filed any later than 71 days from the last date on which this Form 8-K was required to be filed.

(b)   Pro Forma Financial Information

The financial statements and pro forma information required to be filed by this Item are not available at this time.  Such information will be filed as an amendment to this Current Report on Form 8-K when the information becomes available; however, in no event will such information be filed any later than 71 days from the last date on which this Form 8-K was required to be filed.

(c)   Not Applicable.

(d)   Exhibits

Exhibit Number                      Description

Exhibit 10.1 Agreement and Plan of Merger by and between First Federal of Northern Michigan Bancorp, Inc. and Alpena Banking Corporation, dated January 23, 2014 (incorporated by reference to Exhibit 10.1 to First Federal Bancorp’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 29, 2014 (Commission File No. 000-31957))

Exhibit 99.1                          Press Release dated August 8, 2014

(e)   Not applicable.

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 NORTHERN MICHIGAN BANCORP, INC.
Date:  August 8, 2014	By:  /s/ Michael W. Mahler
	Michael W. Mahler
	President and Chief Executive Officer (Duly Authorized Representative)

EX-99.1

Press Release

Contact:                First Federal of Northern Michigan Bancorp, Inc.

Michael W. Mahler

Chief Executive Officer

(989) 354-7319

FOR IMMEDIATE RELEASE

FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. COMPLETES ITS MERGER WITH ALPENA BANKING CORPORATION

ALPENA, MICHIGAN, August 8, 2014 --  First Federal of Northern Michigan Bancorp, Inc. (NASDAQ: FFNM) (“First Federal Bancorp”), the parent company of  First Federal of Northern Michigan (“First Federal”), today announced that it has completed its merger with Alpena Banking Corporation, the parent company of Bank of Alpena.  Stockholders of Alpena Banking Corporation are entitled to receive 1.549 shares of First Federal Bancorp common stock for each share of Alpena Banking Corporation common stock that they owned as of the close of business on August 8, 2014 with cash paid in lieu of fractional shares.  Alpena Banking Corporation stockholders will be receiving letters of transmittal from First Federal Bancorp’s transfer agent providing instructions for how to exchange their stock certificates.

As the companies have previously disclosed, Bank of Alpena’s office located at 468 Ripley Boulevard, Alpena, Michigan will re-open on August 11, 2014 as a branch of First Federal, and First Federal’s office located at 300 South Ripley Boulevard will be closed.

Michael W. Mahler, Chief Executive Officer of First Federal Bancorp said, “We are excited to announce the completion of our merger with Alpena Banking Corporation.  Bank of Alpena’s staff has joined the First Federal family, and we welcome our new stockholders.  Both of our banks and employees have operated with a strong commitment to high quality service, meeting customers’ needs for financial solutions, and a strong commitment to the community. We look forward to offering our increased lending resources and additional products and services to our new customers.”

Craig A. Kus, President and Chief Executive Officer of Bank of Alpena, who will serve as President and Chief Operating Officer of the combined company, added, “We are very pleased to have completed the merger of our two companies.  We were very pleased with the cooperation and teamwork demonstrated throughout the transaction process. We are confident the integration process will be equally smooth, and that Bank of Alpena customers will enjoy a seamless transition.”

About First Federal of Northern Michigan Bancorp, Inc.

First Federal of Northern Michigan Bancorp, Inc. is the holding company for First Federal of Northern Michigan.  First Federal of Northern Michigan was chartered in 1957 and is a full-service, community-oriented savings bank that provides financial services to individuals, families and businesses from eight full-service facilities located in Alpena, Cheboygan, Emmet, Iosco, Otsego, Montmorency and Oscoda Counties, Michigan. For more information about First Federal of Northern Michigan, please visit www.first-federal.com.

Forward-Looking Statements: This release may contain certain “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and may be identified by the use of such words as “may,” “believe,” “expect,” “anticipate,” “should,” “plan,” “estimate,” “predict,” “continue,” and “potential” or the negative of these terms or other comparable terminology.  Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of First Federal of Northern Michigan Bancorp, Inc.  Any or all of the forward-looking statements in this release and in any other public statements made by First Federal of Northern Michigan Bancorp, Inc. may turn out to be wrong.  They can be affected by inaccurate assumptions First Federal of Northern Michigan Bancorp, Inc. might make or by known or unknown risks and uncertainties as described in our SEC filings, including, but not limited to, those related to general economic conditions, particularly in the market areas in which First Federal of Northern Michigan Bancorp, Inc. operates, competition among depository and other financial institutions, changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements, inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments, our ability to successfully integrate acquired entities, and adverse changes in the securities markets.  Consequently, no forward-looking statement can be guaranteed.  First Federal of Northern Michigan Bancorp, Inc. does not intend to update any of the forward-looking statements after the date of this release, or conform these statements to actual events.