8-K

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	January 5, 2006
(Date of earliest event reported)	December 30, 2005

Landmark Bancorp, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-20878	43-1930755
(Commission File Number)	(I.R.S. Employer Identification Number)
800 Poyntz Avenue, Manhattan, Kansas	66502
(Address of principal executive offices)	(Zip Code)

(785) 565-2000

(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 (see General Instruction A.2 below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 FR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 FR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

On December 30, 2005, Landmark Bancorp, Inc., the bank holding company of Landmark National Bank (“Landmark”), and its newly formed business trust subsidiary, Landmark Capital Trust II, a Delaware statutory trust (the “Trust”), consummated the issuance and sale of 8,000 of the Trust’s capital securities, with a liquidation amount of $1,000 per capital security (the “Capital Securities”), in a pooled trust preferred transaction.  The entire proceeds from the sale by the Trust to the holders of the Capital Securities were combined with the entire proceeds from the sale by the Trust to Landmark of its common securities (the “Common Securities” and, together with the Capital Securities, the “Trust Preferred Securities”) and were used by the Trust to purchase $8,248,000 in principal amount of the floating rate junior subordinated deferrable interest debentures of Landmark (the “Debentures”).  No underwriting commissions or placement fees were paid in connection with the issuances.  All of the securities were issued in a private placement exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.

The terms of the Debentures are governed by an Indenture dated December 30, 2005 between Landmark and Wilmington Trust Company, as Indenture Trustee.  The Debentures accrue interest for the first five years at a blended floating rate equal to the sum of: (a) 62.5% of the principal amount multiplied by a floating rate of 3-month LIBOR plus 1.34%; and (b) 37.5% of the principal amount multiplied by a five-year fixed rate of 6.17%.  For the interest periods starting on or after March 2011, the Debentures accrue interest at a floating rate equal to 3-month LIBOR plus 1.34%.  The Debentures are not redeemable by Landmark during the first five years, absent certain changes in tax, investment company or bank regulatory statutes or regulations.

The Trust Preferred Securities were issued pursuant to a Placement Agreement dated December 28, 2005, by and among Landmark, the Trust and an initial purchaser.  The terms of the Trust Preferred Securities are governed by an Amended and Restated Declaration of Trust by and among Landmark, Wilmington Trust Company, as Trustee, and the trust administrators.  The Trust Preferred Securities entitle the holders thereof to quarterly distributions at a per annum rate for the first five years equal to the sum of: (a) 62.5% of the principal amount multiplied by a floating rate of 3-month LIBOR plus 1.34%; and (b) 37.5% of the principal amount multiplied by a five-year fixed rate of 6.17%.  For the distribution periods starting on or after March 2011, the holders of the Trust Preferred Securities will receive quarterly distributions at a per annum rate of 3-month LIBOR plus 1.34%. The Trust Preferred Securities are not redeemable by the Trust during the first five years, absent certain changes in tax, investment company or bank regulatory statutes or regulations.

Pursuant to a Guarantee Agreement dated December 30, 2005, by and between Landmark and Wilmington Trust Company, as Trustee, Landmark has agreed to guarantee the payments to be made to the holders of the trust securities, subject to the terms and conditions set forth therein.  Landmark also entered into an agreement as to expenses and liabilities with the Trust pursuant to which Landmark agreed, on a subordinated basis, to pay any costs, expenses or liabilities of the Trust other than those arising under the trust preferred securities.

Item 2.01.   Completion of Acquisition or Disposition of Assets

Effective Sunday, January 1, 2006, Landmark completed its acquisition of First Manhattan Bancorporation, Inc. (“First Manhattan”) through the merger of Manhattan Acquisition Corporation, a wholly owned subsidiary of Landmark, into First Manhattan.  In connection with the acquisition, First Savings Bank, F.S.B. was merged with and into Landmark National Bank.

In the transaction, First Manhattan’s shareholders received $12.9 million in cash for the issued and outstanding shares of First Manhattan common stock.  The terms of the merger are contained in the Agreement and Plan of Merger, which was filed with the Securities and Exchange Commission in Landmark’s Form 8-K dated September 9, 2005.

A press release announcing the completion of the transaction is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See information provided under Item 1.01 herein.

Item 9.01.  Financial Statements and Exhibits.

(a)Financial Statements of Business Acquired.

The required financial statements of First Manhattan will be filed by amendment to this Form 8-K within 60 days of this report.

(b)Pro Forma Financial Information.

The required pro forma financial information will be filed by amendment to this Form 8-K within 60 days of this report.

(c)Exhibits.

99.1 Press Release, dated January 5, 2006

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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.

	LANDMARK BANCORP, INC.
Dated: January 5, 2006	By:	/s/ Mark A. Herpich
		Mark A. Herpich
		Vice President, Secretary, Treasurer
		and Chief Financial Officer

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EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE
	FOR FURTHER INFORMATION CONTACT:
		Landmark Bancorp, Inc.
		Patrick L. Alexander, President
		Phone: 785-565-2000

LANDMARK BANCORP, INC. ANNOUNCES COMPLETION

OF THE FIRST MANHATTAN BANCORPORATION, INC. ACQUISITION

Merger Expands Kansas Based Community Banking Organization

(Manhattan, Kansas January 5, 2006) Patrick L. Alexander, President and Chief Executive Officer of Landmark Bancorp, Inc. (Nasdaq National Market System - “LARK”), announced the completion of the acquisition of First Manhattan Bancorporation, Inc. effective January 1, 2006.  Concurrent with the closing of the merger, First Savings Bank, F.S.B., the wholly-owned subsidiary of First Manhattan Bancorporation, Inc. headquartered in Manhattan, Kansas, was merged with Landmark National Bank, the wholly-owned subsidiary of Landmark.

The acquisition will expand Landmark’s operations and branch network to cover fourteen Kansas counties.  With combined assets of approximately $600 million after the acquisition, Landmark ranks as the third largest public bank holding company in Kansas.  Landmark plans to move its main banking operation to the facility located at 701 Poyntz Avenue which it is acquiring through its acquisition of First Manhattan Bancorporation, Inc.  The move is scheduled to take place in February, 2006.

Patrick L. Alexander, President of Landmark, said, “We are excited about our acquisition of First Manhattan Bancorporation, Inc.  This represents an opportunity for us to expand our banking presence in Manhattan and further expands our franchise into the high growth market areas of Lawrence and Junction City.  These markets present Landmark with outstanding potential for asset growth. We are pleased to welcome our new customer base in Lawrence and Junction City to our Landmark community banking organization and are looking forward to participating within their communities.”

Alexander further commented, “The combined resources and efficiencies achieved

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through this merger will only enhance the level of banking services to our customers.  We should also be able to achieve significant cost savings by consolidating facilities within the Manhattan market.  We also expect to gain other operating efficiencies which should further reduce costs on a consolidated basis.  These steps should ultimately enhance profitability and contribute to the success of this combination.”

Larry Heyka, the former President of First Bank, said, “We are very pleased to join forces with Landmark.  It is an excellent match for our customers, our associates, and the communities we serve.  By joining forces with Landmark we will be able to offer an expanded array of banking products, designed for both consumer and business customers.  We will also be able to serve our customers with banking facilities across the state of Kansas for their convenience.”

Landmark Bancorp, Inc. is a bank holding company headquartered in Manhattan, Kansas, which owns all of the stock of Landmark National Bank, a national commercial bank.  After the completion of the acquisition, Landmark National Bank has branches in Manhattan (3), Auburn, Dodge City (2), Fort Scott, Garden City, Great Bend (2), Hoisington, Junction City, LaCrosse, Lawrence, Louisburg, Osage City, Osawatomie, Paola, Topeka and Wamego, Kansas.

Special Note Concerning Forward-Looking Statements

This press release contains, and future oral and written statements of Landmark and First Manhattan and their respective management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the companies.  Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the companies’ management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions.  Additionally, all statements in this press release, including forward-looking statements, speak only as of the date they are made, and the companies undertake no obligation to update any statement in light of new information or future events.

A number of factors, many of which are beyond the ability of the companies to control or predict, could cause actual results to differ materially from those in the companies’ forward-looking statements.  These factors include, among others, the following: (i) the strength of the local and national economy; (ii) changes in state and federal laws, regulations and governmental policies concerning the companies’ general business; (iii) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (iv) changes in interest rates and prepayment rates of the companies’ assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi)  the economic impact of armed conflict or terrorist acts involving the United States; (vii) the loss of key executives or employees; (viii) changes in consumer spending; (ix) unexpected results of acquisitions; (x) unexpected outcomes of existing or new litigation involving the companies; and (xi) changes in accounting policies and practices.  These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  Additional information concerning the companies and their respective business, including additional factors that could materially affect the companies’ financial results, is included in their filings with the Securities and Exchange Commission.

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